02-19-2016 FullCourt Enterprise AgreementFULLCOURT ENTERPRISE® AGREEMENT
IN CONSIDERATION of the mutual promises and agreements provided herein, Justice Systems, Inc. (Justice
Systems), and The Town of Avon (Customer), whose mailing address is PO Box 975, Avon, CO, 81620, agree
that: Justice Systems will license to Customer rights to FullCourt Enterprise® software (SOFTWARE) on a
nonexclusive basis for Customer's use in the geographical jurisdiction described as Avon Municipal Court with
site(s) located at One Lake Street, Avon, CO 81620.
THIS AGREEMENT provides for (i) an end user LICENSE of the FullCourt Enterprise SOFTWARE (ii) an end
user SUBLICENSE of the FullCourt Enterprise Application Server, (iii) specifications for the FullCourt Enterprise
operating environment, (iv) the FullCourt Enterprise Data Dictionary, (v) SERVICES associated with the
installation, setup, implementation and training in the use of the FullCourt Enterprise system and the SERVICES
associated with any enhancements, modifications or customizations to the base SOFTWARE system and, (vi) the
FullCourt Enterprise Maintenance and Support Agreement for continued maintenance and support of the system
following expiration of the Warranty Period.
DEFINITIONS:
As used in this Agreement, the following words or terms shall have the meaning described as set forth below:
"ALTERNATIVE DATABASE " - shall mean any database (other than the customarily provided Oracle database)
which Justice Systems has approved for use in conjunction with the FullCourt Enterprise SOFTWARE.
"CUSTOM SOFTWARE " - shall mean those deliverables, as well as documentation related thereto, which are made
available by Justice Systems to Customer as part of a customization, modification, alteration, supplementation,
addition or change to the STANDARD SOFTWARE and intended to be used as part of or in conjunction therewith.
"CUSTOM SOFTWARE" includes all embedded components, subsystems, libraries and /or runtimes supplied by
Justice Systems as part of the FullCourt Enterprise customization whether or not the same originated with Justice
Systems.
"DOCUMENTATION " - shall mean all written, printed, electronic or other format materials published or otherwise
made available by Justice Systems that relate to the functional, operational and/or performance capabilities of the
SOFTWARE. DOCUMENTATION shall not include SOURCE CODE.
"LICENSE"- shall mean the worldwide, perpetual, personal, non - transferable, non - exclusive, license for
Customer's internal use only granted by Justice Systems to use the SOFTWARE and SOFTWARE PRODUCTS
under this Agreement.
"MIDDLEWARE "- shall mean the SOFTWARE layer that lies between the operating system and the application.
Typically, this refers to Java Application Server and Web Server software.
"OBJECT CODE " - shall mean the binary machine readable version of the SOFTWARE.
"SERVICES " - shall mean the work done by Justice Systems in support of the SOFTWARE and SOFTWARE
PRODUCTS but not limited to installation, training, consulting, on site and remote support, as well as such other
SERVICES as may be mutually agreed upon by the parties.
"SOFTWARE " - shall mean the aggregate of the STANDARD SOFTWARE and the CUSTOM SOFTWARE,
including all physical components that are provided by Justice Systems, including but not limited to magnetic and
digital media, job aids, templates and other similar devices, and exclusive of the SUBLICENSED systems and
products not provided by Justice Systems.
"SOFTWARE PRODUCTS " - Shall mean all physical components, other than SOFTWARE, that are offered by
Justice Systems, including but not limited to documentation, magnetic and digital media, CD -ROMS, job aids,
templates and other similar devises.
"SOURCE CODE " - shall mean those statements in computer language, which when processed by a compiler,
assembler or interpreter become executable by a computer. Unless otherwise specifically set forth in this or a
separate written instrument, the use of SOURCE CODE is not authorized or granted hereunder.
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"STANDARD SOFTWARE " - means the standard FullCourt Enterprise application as indicated on the LICENSE
which is attached to and made a part of this Agreement. "STANDARD SOFTWARE" includes all embedded
components, subsystems, libraries and/or runtimes supplied by Justice Systems as part of the FullCourt Enterprise
application whether or not the same originated with Justice Systems. "STANDARD SOFTWARE" does not include
the SUBLICENSED systems or any Customer - supplied software or systems which may be used in conjunction with
the FullCourt Enterprise, whether the same may or may not be necessary for the performance of that system.
"SUBLICENSE " - shall mean the non - transferable, temporary, non - exclusive, license for Customer's use only
granted by Justice Systems to use the components of the STANDARD SOFTWARE licensed to Justice Systems
by third parties under the terms and conditions of their respective license agreements. SUBLICENSED components
are warranted and supported by Justice Systems as provided in the LICENSE and in the Maintenance and Support
Agreement.
The following schedules are attached hereto and made a part of this Agreement:
FullCourt Enterprise Software License: Providing for the license provisions under which the
SOFTWARE provided by Justice Systems may be used;
FullCourt Enterprise Data Dictionary License Agreement.
FullCourt Enterprise Operating Environment: Setting forth the operating environment intended to be
used to support the SOFTWARE plus any additional software required for use by FullCourt Enterprise
system. Also, providing for the responsibilities of Customer relating to the establishment of an operating
environment compatible with the FullCourt Enterprise system;
FullCourt Enterprise Application Server Sublicense Agreement: - Providing for the terms and
provisions governing the application server.
Services Agreement: Setting forth the SERVICES that shall be provided by Justice Systems;
Maintenance & Support Agreement for FullCourt Enterprise: Setting forth the terms comprising the
Agreement for maintenance and support SERVICES to be provided by Justice Systems after the initial
warranty period has expired.
CitePayUSA Services Agreement: Setting forth the terms and conditions under which ePayment services
may be requested by Customer for use with FullCourt.
1. COST OF SOFTWARE LICENSE AND SERVICES TO BE PERFORMED:
Customer shall pay to Justice Systems the sum of TWENTY- SEVEN - THOUSAND- THREE- HUNDRED-
EIGHTY -SEVEN and 501100 DOLLARS -as follows:
a. Total License fees in the amount of $ 5,810.00
b. Services as set forth in Services Agreement $ 19,450.00
C. Annual Maintenance and Support fees FullCourt Enterprise $ 2,127.50
TOTAL $ 27,387.50
Payment is due upon receipt of invoice to be mailed or emailed to the Customer's address above first set
forth.
CONFIDENTIAL INFORMATION: Customer acknowledges that the SOFTWARE is a copyrighted work
and that the same contains proprietary intellectual property rights. Customer agrees to keep the SOFTWARE,
and any other products delivered by Justice Systems in confidence and to take all reasonable precautions to
ensure that no unauthorized persons shall have access to the same and to protect against the making of any
unauthorized copies. Breach of this provision shall be construed as a material breach of the terms of this
Agreement. As a consequence, in the event of such any breach, Justice Systems, at its sole option, may
immediately terminate this Agreement without further obligation. Customer shall not alter any proprietary
markings in connection with the SOFTWARE including copyright, trademark, trade secret, and patent legends.
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Customer's obligations under this section as they relate to the use of the SOFTWARE shall include, without
limitation, giving notification to authorized users of the provisions of this section; to immediately halt and
report to Justice Systems unauthorized copying, use, distribution, installation, or transfer of possession of the
licensed products by any authorized user of which Customer has actual knowledge.
It is understood that receipt of confidential information under this Agreement shall not create any obligations in
any way limiting or restricting the assignment of Customer's employees.
Notwithstanding the foregoing, Confidential Information shall not include information which the recipient can
demonstrate by competent written proof (a) is now, or hereafter becomes, through no act or failure to act on the
part of the recipient, generally known or available or otherwise part of the public domain; (b) is rightfully
known by the recipient without restriction on use prior to its first receipt of such information from the disclosing
party as evidenced by its records; (c) is hereafter furnished to the recipient by a third party authorized by Justice
Systems to furnish the information to the recipient, as a matter of right and without restriction on disclosure; or
(d) is the subject of a written permission by the disclosing party to disclose.
Notwithstanding the foregoing, disclosure of 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, including, but not limited to a Public Records disclosure request; provided,
however, that the recipient of such Confidential Information shall first have given notice to the other party, who
may make a reasonable effort to obtain a protective order requiring 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
(c) the recipient of such confidential information received the prior written consent to such disclosure from
Justice Systems, but only to the extent permitted in such consent.
The obligations hereunder with respect to each item of Confidential Information shall survive the termination of
this Agreement.
3. DATA CONVERSION: Conversion of Customer's data files from Customer's current or prior computer
systems shall be the responsibility of Customer unless it is specifically agreed between Justice Systems and
Customer in accordance with the terms of the "SERVICES Agreement" incorporated into this Agreement.
4. ACCEPTANCE: The SOFTWARE shall be deemed accepted when it has been installed and passes Justice
Systems' standard installation test procedures.
5. CUSTOMER'S OBLIGATION FOR DATA PROTECTION: Justice Systems shall not be responsible for
data protection; and, Customer shall be responsible for performing regular back up of data on the computer
system used in connection with the SOFTWARE to minimize likelihood of data loss. Customer shall be solely
responsible for backup SOFTWARE, hardware procedures and operations. Customer shall provide the safe
storage of all backup tapes and/or disks. Customer shall be responsible for keeping Customer computer
systems free of computer viruses.
6. COPYRIGHT & PATENT ASSURANCE: Justice Systems has taken reasonable precautions against the
infringement by the SOFTWARE of copyright, patent or trade secrets; and, to the best of its knowledge no
portion of the SOFTWARE infringes upon the intellectual property rights of any other party. No other or
additional warranties are made nor given with respect to intellectual property right infringement.
Notwithstanding the above, Justice Systems shall have no duty under this Section with respect to any claim,
action or proceeding arising from or related to infringements (i) by Third -Party Products, (ii) arising out of
modifications to the SOFTWARE not made by or under the direction of Justice Systems, (iii) resulting from
use of the SOFTWARE to practice any method or process which does not occur wholly within the
SOFTWARE, or (iv) resulting from modifications to the SOFTWARE or prepared pursuant to specifications or
other material furnished by or on behalf of Customer. This Section states the entire obligation of Justice
Systems regarding infringement of intellectual property rights, and it will survive the termination of this
Agreement.
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7. TERM AND TERMINATION: This Agreement and any supplement shall continue in force unless
terminated as set forth herein. Either party may terminate this agreement upon thirty (30) days advance written
notice to the other party of its intent to terminate, or immediately by Justice Systems if Customer is in breach
of any confidentiality obligations or in violation of any obligations concerning use or protection of the
intellectual property rights of Justice Systems. Any portion of this agreement and/or the schedules hereto may
be independently terminated in the same manner without prejudice to the remaining portions of this agreement.
Upon the termination of the LICENSE granted by this Agreement, Customer shall (i) immediately cease using
all SOFTWARE and SOFTWARE PRODUCTS, (ii) notify Justice Systems in writing that it has ceased using
all SOFTWARE: and SOFTWARE PRODUCTS, (iii) immediately remove from its system and operating
environment all SOFTWARE and SOFTWARE PRODUCTS, (iv) notify Justice Systems in writing that it has
completely removed from its system and operating environment all SOFTWARE and SOFTWARE
PRODUCTS, (v) return to Justice Systems all documents and materials relating to the SOFTWARE and
SOFTWARE PRODUCTS (vi) maintain confidentiality and prevent disclosure of any information and
documentation relating to the SOFTWARE and the SOFTWARE PRODUCTS or the systems and procedures
of Justice Systems as to any and all third parties, and (vii) allow Justice Systems to conduct reasonable remote
or onsite audits of Customer's system and operating environment within business hours from time to time as
may be requested by Justice Systems to ensure full compliance with these termination provisions for a period
of two years.
8. MODIFICATIONS: The SOFTWARE may not be modified by anyone other than Justice Systems. Any
modifications not made by Justice Systems shall nullify all warranties given and will terminate the
SOFTWARE LICENSE.
9. SEVERABILITY: In the event that any provision of this agreement is held by a court of competent
jurisdiction to be legally ineffective or unenforceable, the validity of the remaining provisions shall not be
affected.
10. INTEGRATION: This agreement and any supplements hereto attached as schedules contain the full
understanding of the parties with respect to the subject matter hereof and supersedes all prior communications,
understandings and instruments relating thereto, whether orally given or made in writing. If an inconsistency
arises in the interpretation of this Agreement and any of the attached schedules, supplements or any
amendments thereto, that interpretation applied to the latter dated instrument shall control. No waiver, consent,
modification, amendment or change of the terms of this Agreement and its supplements shall be binding unless
in writing and signed by the authorized representatives of Customer and Justice Systems.
11. ARBITRATION: Any dispute arising out of this agreement other than claims for preliminary injunctive relief
or other prejudgment remedies shall be resolved at the request of either party through binding arbitration.
Arbitration shall be conducted in Albuquerque, New Mexico under the rules and procedures of the American
Arbitration Association ( "AAA "). The arbitration shall be by a panel of three arbitrators and, if feasible, one of
the three shall possess knowledge of computer SOFTWARE and its distribution.
12. NOTICE: Any notice required or permitted to be given in this agreement shall be in writing and shall be sent
in a manner requiring a signed receipt, or if mailed, by registered or certified mail, return receipt requested.
Notice is effective upon receipt. Unless otherwise set forth in writing. Customer designates the address set
forth above as the location for delivery of any notifications.
13. NO WAIVER: The failure of either party to exercise any right, or the waiver by either party of any breach,
shall not prevent a subsequent exercise of such right nor be deemed a waiver of any subsequent breach of the
same or any other term of the agreement.
14. FORCE MAJEURE: Neither party shall be deemed in default of this agreement to the extent that
performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of
God, fire, natural disaster, accident, shortages of materials or supplies, or any other cause beyond the control of
such party. This provision requires that any party claiming relief under this provision give written notice within
fifteen (15) days of discovery thereof. In no event shall the time for performance be extended beyond 90 days.
15. DUTIES OF CUSTOMER: In order to ensure adequate performance and operation of FullCourt Enterprise,
and to avoid additional cost under this Agreement Justice Systems will not begin installation until the requisite
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preparations have been completed. Should Justice Systems personnel arrive at Customer's site and be delayed
in installing FullCourt Enterprise SOFTWARE, conducting training, or performing other contracted
SERVICES because Customer has not adequately performed any portion of the hardware, SOFTWARE or
system infrastructure implementation, or other required elements to support FullCourt Enterprise SOFTWARE,
Customer will be billed for any delays, extra travel or other expenses incurred and for the stand -by time for
personnel. Such delays may necessitate re- scheduling of the installation, training, and/or other SERVICES to
be performed by Justice Systems. Charges occasioned by Customer's failure to otherwise comply with this
sub - paragraph will be billed in accordance with Justice Systems' Standard Professional SERVICES Fees rates,
in addition to actual "out -of- pocket" expenses incurred for travel, lodging, etc., and payable upon receipt of an
itemized statement therefor.
16. DATA DICTIONARY: Included among the products to be delivered as a part of this Agreement is a copy of
the most current version of the FullCourt Enterprise Data Dictionary. The use of the FullCourt Enterprise Data
Dictionary is controlled by the terms and conditions of its license. The Customer acknowledges receipt of the
license and that it has read and understood the same. Updates to the FullCourt Enterprise Data Dictionary
which are necessitated by the issuance of maintenance releases to the FullCourt Enterprise SOFTWARE shall
be provided only when the Maintenance and Support Agreement, remains in effect. Customer further
understands that support for the FullCourt Enterprise Data Dictionary may be obtained from Justice Systems
through direct telephone technical support (and is not included as part of the maintenance and support provided
for Ful]Court Enterprise). Telephonic Technical Support is available for the FullCourt Enterprise Data
Dictionary providing direct telephonic assistance from a Justice Systems, Inc. technician at the rate of
$165.00/hr, minimum '/ hour increments (this amount being subject to change by Justice Systems at any time
in the future). Customer agrees to pay all amounts incurred for any such support provided upon presentation of
an invoice therefor.
17. LATE FEES, COSTS, ATTORNEYS' FEES: Late payment charges and fees shall be allowed in the amount
of 1.5% per month, compounded monthly, and shall apply to any payments in arrears for a period exceeding
thirty (30) days. In any legal action or arbitration brought under this agreement, the prevailing party shall be
entitled to reasonable attorneys' fees and costs of litigation arbitration, or injunctive relief proceedings
necessary to carry out the provisions of this agreement. This provision shall not be construed as limiting the
right of Justice Systems to demand timely payment; nor shall it require that Justice Systems extend time for
payment under the provisions of this Agreement.
18. GOVERNING LAW: This agreement shall be governed by and interpreted, construed, and enforced in
accordance with the laws of the State of Colorado.
ACC TED BY:
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FullCourt Enterprise Complete Agreement
JUSTICE SXA7MS, INC.
BY:
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Ernie L. Sego, President/aO
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(Date)
FULLCOURT ENTERPRISE® SOFTWARE LICENSE
Date of License: ,6W1 1201e7 WV_�
Justice Systems, Inc. ( "Justice Systems "), a New Mexico corporation, grants to Customer a personal, non-
transferable, nonexclusive, perpetual license to use FuHCourt Enterprise SOFTWARE and
DOCUMENTATION and to use other SOFTWARE modules developed and provided by Justice Systems in
conjunction therewith as identified below. By use of the STANDARD SOFTWARE and CUSTOM
SOFTWARE Customer agrees to abide by the terms of this SOFTWARE LICENSE. "Definitions" as set
forth in the Agreement to which this SOFTWARE LICENSE has been made a part are not repeated herein,
but are hereby incorporated by reference as though fully set forth herein for the purpose of this SOFTWARE
LICENSE.
Note: This SOFTWARE LICENSE is intended to cover the STANDARD SOFTWARE and CUSTOM
SOFTWARE, as well as any modules that are used in conjunction therewith and as may be delivered by
Justice Systems pursuant to the provisions of the underlying Agreement to which this SOFTWARE
LICENSE has been made apart. Not all modules may be licensed hereunder, and the Customer should
review the schedule below to determine those products for which this SOFTWARE LICENSE has been
granted. The number of licensed users to the application may be different than those licensed for each
module. This SOFTWARE LICENSE supersedes and replaces any and all other FullCourt Enterprise
licenses granted to the Customer prior to the date set forth above, and does not grant the right to increase the
number of concurrent users for any of the licensed products beyond the number identified herein.
Acceptance of this SOFTWARE LICENSE and use of the products licensed hereunder supersedes and
replaces all previously granted LICENSES only to the extent that they conflict with this SOFTWARE
LICENSE.
The SOFTWARE LICENSE granted herein authorizes the use of the SOFTWARE only in OBJECT CODE format
(and does not grant any rights to SOURCE CODE) for the purposes of creating, updating, and /or deleting
information or data of Customer by no more than ONE (1) concurrent users. A "concurrent user" is anyone
authorized by Customer who is signed onto the application through a workstation as permitted by the application
(any such user simultaneously signed on through more than one (1) workstation will only be counted as a single
user). Customer shall assure compliance with the conditions of this license and will permit Justice Systems to
perform reasonable audits and on -site inspections of the SOFTWARE, and its use. The SOFTWARE shall be used
only within the geographical jurisdiction of Customer and at such sites as are identified in writing to Justice
Systems. Customer shall not make copies of the SOFTWARE, nor shall Customer sell, assign, give or permit a
security interest to be taken herein or otherwise convey or allow any other person or entity to use the SOFTWARE
without prior written consent of Justice Systems. Customer shall not cause or permit reverse engineering,
derivation of SOURCE CODE, disassembly, decompilation of the SOFTWARE nor disclose nor permit access to
the SOFTWARE by any unauthorized third party without the written consent of Justice Systems. Customer shall
not create derivative works from, adapt, translate or use any portion of the SOFTWARE except as otherwise
specifically permitted in this SOFTWARE LICENSE. Customer shall not disclose results of benchmark tests of the
SOFTWARE. Customer acknowledges that Customer obtains no ownership rights in the SOFTWARE and that the
SOFTWARE is the proprietary product of Justice Systems and is protected by copyright and other intellectual
property laws. Customer shall have the right to use the SOFTWARE in the operating environment identified by
Customer to Justice Systems.
No database relationships shall be modified, nor shall any writing of data into the database be performed by
Customer, at Customer's direction, or with Customer's knowledge and consent.
Once installed by Justice Systems, Customer may not copy onto or transfer the SOFTWARE to any other device(s)
than that upon which originally installed, except in the case of one -to -one transfers to new hardware installations, in
which case such hardware shall conform to any prerequisites of this SOFTWARE. LICENSE or accompanying
SUBLICENSES and that the use of the SOFTWARE installed on the pre- existing hardware will terminate
immediately. Notwithstanding the terms of this subparagraph, Customer may temporarily transfer the SOFTWARE
onto another device if the original device becomes inoperable or is malfunctioning.
Additionally, Customer is authorized to use in conjunction with the SOFTWARE the following modules / features,
which have been identified by the initials of an authorized representative of Justice Systems, for the number of
concurrent users indicated next to the description of each module:
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Per User /Seat Licensed Modules:
FullCourt Enterprise Jury Management Module Number
Initials: —N/A—. of Licensed Users (_N/A_)
FullCourt Enterprise Batch Scanning Module Number of
Initials: N/A Licensed Seats (_N/A_)
Licensed Users Same As Number of Concurrent Users of SOFTWARE:
FullCourt Enterprise Imaging Module
Initials: N/A
Unlimited Public Access Users of SOFTWARE
FullCourt Enterprise unlimited Public Access users;
Initials: N /A. _ provided with CPU licenses for Oracle and FullCourt
Enterprise Application Server
JUSTICE SYSTEMS WARRANTS THAT IT OWNS ALL RIGHTS, TITLE, AND INTEREST IN AND TO
THE SOFTWARE DESCRIBED AND IDENTIFIED IN THIS LICENSE.
JUSTICE SYSTEMS WARRANTS THAT FOR 90 DAYS FROM THE DATE OF INSTALLATION THAT
THE LICENSED AND SUBLICENSED SOFTWARE SHALL SUBSTANTIALLY CONFORM TO THE
FUNCTIONAL SPECIFICATIONS DESCRIBED IN DOCUMENTATION PROVIDED BY JUSTICE
SYSTEMS A.ND WHEN OPERATED IN THE DESIGNATED OPERATING ENVIRONMENT.
JUSTICE SYSTEMS DOES NOT WARRANT THAT THE OPERATION OF THE LICENSED AND
SUBLICENSED SOFTWARE OR OF THE APPLICATION WILL BE UNINTERRUPTED AND ERROR
FREE.
JUSTICE SYSTEMS DOES NOT WARRANT AGAINST INTERFERENCE WITH ENJOYMENT OF
INFORMATION.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. IF CUSTOMER
GIVES NOTICE OF AN ERROR OR INABILITY OF THE LICENSED AND SUBLICENSED
SOFTWARE TO SUBSTANTIALLY PERFORM AS SET FORTH HEREIN JUSTICE SYSTEMS SHALL,
AT ITS OPTION, RESOLVE THE ERROR OR INABILITY TO PERFORM BY CORRECTING OR
REPLACING THE SOFTWARE, OR PROVIDE A REASONABLE WORK - AROUND FOR THE ERROR
OR INABILITY, OR SHALL REFUND THE LICENSE FEES PAID UNDER THIS AGREEMENT AND
TERMINATE THE LICENSE.
WARRANTY OF LAW: JUSTICE SYSTEMS REPRESENTS AND WARRANTS THAT TO THE BEST
OF ITS KNOWLEDGE: (I) THERE IS NO CLAIM, LITIGATION OR PROCEEDING PENDING OR
THREATENED AGAINST JUSTICE SYSTEMS WITH RESPECT TO THE COMPUTER SOFTWARE
PROVIDED TO CUSTOMER OR ANY COMPONENT THEREOF ALLEGING INFRINGEMENT OF
ANY PATENT OR COPYRIGHT OR ANY TRADE SECRET OR ANY PROPRIETARY RIGHT OF ANY
PERSON; (1I) THE COMPUTER SOFTWARE PROVIDED TO CUSTOMER COMPLIES IN ALL
MATERIAL RESPECTS WITH APPLICABLE LAWS, RULES AND REGULATIONS; (III) JUSTICE
SYSTEMS HAS FULL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED HEREBY; AND (IV) THIS AGREEMENT IS NOT
PROHIBITED BY ANY OTHER AGREEMENT TO WHICH JUSTICE SYSTEMS IS A PARTY OR BY
WHICH IT MAY BE BOUND.
IN THE EVENT OF A BREACH OF THIS WARRANTY OF LAW, JUSTICE SYSTEMS SHALL
INDEMNIFY AND HOLD HARMLESS THE CUSTOMER FROM AND AGAINST ANY AND ALL
HARM, INJURY, DAMAGES, COSTS, LOSSES, LIABILITIES, SETTLEMENT AMOUNTS AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, INCURRED BY
JUSTICE SYSTEMS ARISING OUT OF SAID BREACH.
JUSTICE SYSTEMS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES OR OTHER DAMAGES FOR LOST REVENUE, LOST OPPORTUNITY,
LOST DATA OR DATE USE INCURRED BY CUSTOMER OR ANY THIRD -PARTY AND IN ANY
EVENT, ANY LIABILITY OF JUSTICE SYSTEMS SHALL NOT EXCEED THE AMOUNT PAID BY
CUSTOMER FOR THE SOFTWARE; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL
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NOT APPLY TO JUSTICE SYSTEM'S INDEMNIFICATION OBLIGATIONS FOR WARRANTY OF
LAW AS SET FORTH, ABOVE.
EXCEPT AS SET FORTH IN THIS AGREEMENT, JUSTICE SYSTEMS MAKES NO IMPLIED
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE AS TO
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
CUSTOMER RECOGNIZES THAT PORTIONS OF THE SOFTWARE MAY INCLUDE OPEN SOURCE
CODE DERIVED FROM OTHER SOURCES THAN JUSTICE SYSTEMS AND THAT WITH RESPECT
TO THAT SOURCE CODE, JUSTICE SYSTEMS HAS TAKEN REASONABLE PRECAUTIONS AND TO
THE EXTENT REASONABLY POSSIBLE USED DUE DILIGENCE IN ASSURING THAT THE
SOFTWARE PROVIDED IS FREE OF THIRD -PARTY CLAIMS OF COPYRIGHT OR PATENT
INFRINGEMENT.
FULLCOURT ENTERPRISE MAY INCLUDE RUNTIME PRODUCTS OF THIRD -PARTY VENDORS IN
ORDER TO PROVIDE ADDITIONAL FUNCTIONALITY FOR THE BENEFIT OF CUSTOMER.
CUSTOMER AGREES NOT TO ALTER, DISASSEMBLE, DECOMPILE, TRANSLATE, ADAPT OR
REVERSE - ENGINEER ANY SUCH RUNTIME PRODUCT OR THE PROPRIETARY PRODUCTS
CREATED THEREWITH (E.G., WITH RESPECT TO REPORT GENERATION TOOLS THE .RPT
REPORT FILE FORMAT); NOT TO DISTRIBUTE THE RUNTIME PRODUCTS TO ANY THIRD -
.PARTY; NOT TO USE THE RUNTIME PRODUCTS TO CREATE FOR DISTRIBUTION A PRODUCT
THAT IS GENERALLY COMPETITIVE WITH THOSE RUNTIME PRODUCT(S) PROVIDED BY
JUSTICE SYSTEMS; AND, NOT TO USE THE RUNTIME PRODUCTS ON A RENTAL OR
TIMESHARING BASIS OR TO OPERATE A SERVICE BUREAU FOR THE BENEFIT OF THIRD
PARTIES. WITH- RESPECT TO THOSE RUNTIME PRODUCT(S) LICENSED BY BUSINESS
OBJECTS, S.A, OR ANY OF ITS SUBSIDIARIES, CUSTOMER AGREES NOT TO USE THE RUNTIME
PRODUCT(S) TO CREATE FOR DISTRIBUTION A PRODUCT THAT CONVERTS THE REPORT FILE
(.RPI) FORMAT TO AN ALTERNATIVE REPORT FILE FORMAT USED BY ANY GENERAL
PURPOSE REPORT WRITING, DATA ANALYSIS OR REPORT DELIVERY PRODUCT THAT IS NOT
THE PROPERTY OF BUSINESS OBJECTS, S.A, OR ANY OF ITS SUBSIDIARIES.
THIS WARRANTY EXTENDS ONLY TO THE CUSTOMER IDENTIFIED IN THE BODY OF THIS
LICENSE AGREEMENT, OR THE UNDERLYING AGREEMENT TO WHICH IT HAS BEEN MADE AN
ATTACHMENT. SUBSEQUENT TRANSFEREES MUST ACCEPT THE APPLICATION "AS IS" AND
WITH NO WARRANTIES OF ANY KIND. ANY AND ALL WARRANTIES AND INDEMNIFICATIONS
PROVIDED BY THIS LICENSE SHALL BE NULL AND VOID AS TO THE SOFTWARE, SOFTWARE
PRODUCTS AND SERVICES WHERE NONCOMPLIANCE IS CAUSED BY OR RELATED TO (1) ACTS
OR OMISSIONS OF OTHERS THAN JUSTICE SYSTEMS PERSONNEL, ITS AGENTS OR THIRD
PARTIES; (2) MISUSE, THEFT, VANDALISM, FIRE, WATER OR OTHER PERIL; (3) MOVING OR
RELOCATION NOT AUTHORIZED BY JUSTICE SYSTEMS; (4) ANY ALTERATIONS OR
MODIFICATIONS MADE TO THE SOFTWARE BY CUSTOMER, ITS AGENTS OR
REPRESENTATIVES, ACCIDENT, ABUSE, MISAPPLICATION, FAILURE TO FOLLOW CORRECT
PROCEDURES FOR STARTING UP THE SYSTEM OR SHUTTING IT DOWN, OR BY
INTRODUCTION OF ANY NEW SOFTWARE OTHER THAN IN THE OPERATING ENVIRONMENT
SPECIFIED BY JUSTICE SYSTEMS; (6) FAILURE OF CUSTOMER TO ADEQUATELY PROVIDE FOR
DATA SECURITY AND REASONABLE PROTECTION AGAINST VIRUSES, WORMS OR OTHER
DESTRUCTIVE SOFTWARE MECHANISMS; OR (7) CODING, INFORMATION, OR
SPECIFICATIONS CREATED OR PROVIDED BY CUSTOMER.
Notwithstanding any other provision of this Agreement Justice Systems may terminate this SOFTWARE LICENSE
agreement immediately if Customer (a) fails to make any LICENSE fee payment as set forth by agreement; or, (b)
commits a material breach of any of its obligations provided for under this LICENSE, which breach is not remedied
or cured within sixty (60) days after notice thereof by Justice Systems to Customer. Upon termination, Customer
shall immediately cease to use the SOFTWARE and shall immediately deliver to Justice Systems all copies of the
SOFTWARE or any other property of Justice Systems relating to the SOFTWARE and shall certify in writing that
these terms have been fulfilled.
Customer recognizes that money damages may not be an adequate remedy for its breach or violation of the terms of
this SOFTWARE LICENSE, or threatened breach or violation, and injunctive relief or other equitable remedies
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shall be available to Justice Systems as a remedy in addition to any other remedies available under the law. Any
dispute relating to the terms of this license other than claims for preliminary injunctive relief or other equitable
remedies shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted
in Albuquerque, New Mexico under the rules and procedures of the American Arbitration Association. This
provision, and the rights created hereunder, shall survive termination of the Agreement.
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FullCourt Enterprise Data Dictionary License Agreement
For good and valuable consideration Justice Systems, Inc., a New Mexico corporation, hereby grants to Customer,
(hereinafter "Licensee") a LICENSE for the FullCourt Enterprise Data Dictionary, as follows:
The FullCourt Enterprise Data Dictionary is the exclusive proprietary property of Justice Systems, Inc., a New
Mexico corporation. As such, its use and products created as a result of its use (and the technology disclosed
therein) are strictly governed by the terms of the original FullCourt Enterprise LICENSE and other licenses which
may accompany the FullCourt Enterprise Court Case Management System.
Use, disclosure, extraction from and any other information derived as a result of this disclosure of the FullCourt
Enterprise Data Dictionary is further governed, as follows:
1- The FullCourt Enterprise Data Dictionary is protected in accordance with the provisions of the Justice
Systems, Inc. copyright to FullCourt Enterprise;
2- The FullCourt Enterprise Data Dictionary is licensed, not sold, by Justice Systems, Inc. It shall remain
proprietary to and a trade secret of Justice Systems, Inc. which retains the title, ownership and intellectual property
rights in and to the FullCourt Enterprise Data Dictionary;
3- The Licensee may not modify, network, rent, lease, loan, sublicense, assign, or otherwise transfer, pledge,
or encumber the FullCourt Enterprise Data Dictionary, in whole or in part;
4- The FullCourt Enterprise Data Dictionary contains trade secrets, and the Licensee, or its assignees, may
not decompile, reverse engineer, disassemble, or otherwise manipulate any components of FullCourt Enterprise or
the FullCourt Enterprise Database so as to disclose trade secrets, or for any other purpose;
5- The FullCourt Enterprise Data Dictionary described herein, and any modifications, updates, revisions,
corrections or additions thereto, shall be used only for the purpose of providing Licensee with information
pertaining to the FullCourt Enterprise Database so that Licensee might read data contained in the FullCourt
Enterprise Database for the purpose of extracting, exporting , ad hoc inquiry and reporting;
6- Under no circumstances may any product developed by Licensee, or its assignees, modify, enhance or in
any way affect the FullCourt Enterprise database structure. Any such modifications to the FullCourt Enterprise
Database shall immediately void any and all warranties, and maintenance obligations of Justice Systems, Inc., and
other obligations of Justice Systems, Inc. under the then existing FullCourt Enterprise license agreement;
This license to the FullCourt Enterprise Data Dictionary is an extension of the original SOFTWARE LICENSE and
shall terminate at such time as the original SOFTWARE LICENSE; Licensee shall keep the FullCourt Enterprise
Data Dictionary and DOCUMENTATION in confidence and take all reasonable precautions to ensure that no
unauthorized persons have access to the same.
Initi�tl.ti
FullCourt Enterprise Complete Agreement
Page 1 I of 32
FULLCOURT ENTERPRISE
OPERATING ENVIRONMENT AGREEMENT
Standard Configuration:
FullCourt Enterprise is supported by four different components, each of which may be implemented on separate
hardware platforms. These components are:
FullCourt Enterprise Java application/web server. Justice Systems requires
FullCourt Enterprise Application Server as the application / web server for
FullCourt Enterprise. The server running the application / web server must
use either a Windows Server 2008 / 2012 or later or a Redhat Linux v5 or
later operating system that is compatible with FullCourt Enterprise
Application Server or such other MIDDLEWARE products as Justice
Systems may approve.
Database server containing FullCourt Enterprise application data.
Customer will provide Microsoft SQL Server 2008 / 2008 R2 / 2012
(Standard or Enterprise) as the FullCourt Enterprise database.
Customer shall properly license and install the database as specified by
Justice Systems or as the parties mutually agree.
Customer will maintain and support the database and database environment.
Justice Systems will assist the Customer in configuring the database to
enable it to work in conjunction with FullCourt Enterprise.
_Workstations supporting the browser based user interface. Justice Systems
currently requires Microsoft Internet Explorer v9 or later or Google Chrome
v23 or later as the browser for FullCourt Enterprise but will designate at the
time of installation the appropriate version (in the event of change).
Performance of the overall system is the result of a combination of products working together in harmony.
Inasmuch as both parties will be independently providing and responsible for maintaining various components of the
system, the parties mutually recognize that no assurances can be made by Justice Systems as to the final
performance of the SOFTWARE. The parties agree to work together to achieve optimum performance results to the
extent that the same may be reasonably obtained.
Justice Svstems Will Provide:
It is understood that the FullCourt Enterprise System utilizes FullCourt Enterprise Application Server
MIDDLEWARE and that Justice Systems will provide this MIDDLEWARE with FullCourt Enterprise.
Justice Systems will provide as a part of the implementation contemplated by this Agreement all necessary
SOFTWARE and SOFTWARE PRODUCTS for the operation of the FullCourt Enterprise System, including
Enterprise Service Bus.
FullCourt Enterprise Complete Agreement
Page 12 of 32
Customer Will Provide:
Any and all other components of the operating environment will be provided by Customer, including without
limitation, the following:
• All hardware, including workstations and servers
• Compatible operating systems
• Microsoft SQL Server 2008 / 2008 R2 / 2012
• All networking components
• All printers and scanners
• Microsoft Word
• A compatible internet browser
• All backup system components
• Java Virtual Machine
• Java Development Kit
Customer Preparation Responsibilities:
The Customer must have the complete hardware and networking infrastructure in place and operational before the
installation of the STANDARD SOFTWARE and/or CUSTOM SOFTWARE. This includes:
Assuring that all hardware (server /workstations/Local Area Network/ printers/Internet access with ports 80
and 443 unblocked/tape backup system etc.) is fully tested and operational prior to the FullCourt Enterprise
installation.
Assuring that Internet access is available to the server and workstations in order to support remote
installation and diagnosis. If any component is to be installed on servers running Linux, at least one (1)
Windows workstation with Internet access should also have X Server SOFTWARE installed so that the
server(s) may be accessed for installation, configuration and maintenance.
The entire system (including Internet connection) must be fully tested and operational prior to the installation of the
Justice Systems' provided SOFTWARE. Customer must contact Justice Systems with any questions regarding the
required hardware /software necessary to run the Justice Systems' products. In order to assure that the proper
hardware, networking, and operating system infrastructure, etc. is installed and fully operational, Justice Systems
will conduct a preliminary installation conference call with the appropriate Customer staff (including Information
Systems personnel).
The operating environment will be configured by Customer pursuant to the provisions of the most currently
published version of the "FullCourt Enterprise Recommended System Configuration" which will be provided to
Customer by Justice Systems.
FullCourt Enterprise Complete Agreement
Page 13 of 32
FullCourt Enterprise® Application Server SUBLICENSE Agreement
Justice Systems grants to Customer a SUBLICENSE to use Ful]Court Enterprise Application Server
software (FCE -AS) in conjunction with the FullCourt Enterprise software provided by Justice Systems to
Customer. This SUBLICENSE is subject to the terms and conditions of the underlying Agreement to which
this SUBLICENSE Agreement has been made a part, as well as the following terms.
1) The right to use FCE -AS is a nonexclusive, non - transferable SUBLICENSE granted
Customer by Justice Systems to use FCE -AS provided by Justice Systems with the
FullCourt Enterprise software LICENSE granted concurrent hereto.
2) FCE -AS will be provided by Justice Systems and shall be used only with FullCourt
Enterprise or such other programs as may be provided by Justice Systems to Customer.
3) Justice Systems will install FCE -AS as provided by the agreement(s) referred to above.
4) Each copy of FCE -AS shall be for the Customer's own internal use within the limits of its
geographic jurisdiction. The FCE -AS program shall not be transferred except for temporary
transfer in the event of computer malfunction.
5) Customer shall not remove or modify any program markings, nor any notice of proprietary
rights. All trademarks, trade names, logos and notices present will be preserved and not
deliverately defaced, modified or obliterated except by normal wear and tear. Customer
shall not use any trademarks without express written authorization.
6) Customer shall not hold Justice Systems liable for any damages, whether direct, indirect,
special, incidental, or consequential, arising from the use of FCE -AS.
7) Customer shall, at the termination of the SUBLICENSE, promptly discontinue use and
return to Justice Systems all copies of FCE -AS and Documentation.
8) Customer shall comply fully with all relevant export laws and regulations of the United
States to assure that neither FCE -AS, nor any direct product thereof, are exported, directly
or indirectly, in violation of United States law or laws of any other country.
9) Justice Systems does not provide any warranty for FCE -AS separate and apart from such
warranties as are provided in the software license.
Products Applicable to this Sublicense:
Item # Application Maximum Price per Total
Specific Server Description Qty License License
Program Size ("6. a
1
FCE -AS
N/A
FCE Application Server
I
N/C
_ N/C
Application Specific, Server
Instance Licenses
TOTAL APPLICATION SPECIFIC LICENSE CHARGE S N/C
FullCourt Enlerprise Complete Agreement
Page 14 of 32
Services Agreement
WHEREAS, Justice Systems, Inc., (Justice Systems) and Customer have simultaneously herewith or previously
entered into an agreement for the licensing of software designed, developed or otherwise provided by Justice
Systems; and,
"ERAS, the parties recognize that continued use and operation of the licensed products by Customer may from
time -to -time require modification, upgrade or enhancement and that Justice Systems is willing to obligate itself to
provide same for the benefit of Customer in accordance with the terms of this Agreement;
IN CONSIDERATION of the mutual promises and undertakings provided herein, the parties agree as follows:
1- That Customer may purchase from Justice Systems professional services related to the design,
development, set -up and implementation of the FullCourto, FullCourt Enterprise , and /or FullCaseo Case
Management System, their associated modules, add -ons and extensions, as well as any other software
products as the latter shall be willing to provide and support;
2- That the professional services to be provided in accordance with the foregoing subparagraph may include
obtaining specifications, consulting, pre - installation, installation, set -up, training, project management,
software modification, and such other services as Justice Systems may provide; and,
3- That the description of these professional services and the parties' relative responsibilities with respect
thereto, are set forth in the succeeding paragraphs (the parties acknowledge that this list is not all- inclusive
but representative of those types of services which may be provided).
Services & Responsibilities:
The following services will be provided:
a- Customer Preparation Responsibilities:
The Customer must have the complete hardware and networking infrastructure in place and operational
before the installation of the STANDARD SOFTWARE and/or CUSTOM SOFTWARE. This includes:
3. Installation of the printers, database and other related SOFTWARE.
4. Assuring that all hardware (server /workstations/Local Area Network/ printers/Intemet access with
ports 80 and 443 unblocked/tape backup system etc.) is fully tested and operational prior to the
FullCourt Enterprise installation.
5. Internet access must be available to the server and workstations in order to support remote
installation and diagnosis. If any component is to be installed on servers running either UNIX or
Linux, at least one (1) Windows workstation with Internet access should also have X Server
SOFTWARE installed so that the server(s) may be accessed for installation, configuration and
maintenance.
6. Installation of Internet Explorer (the version as designated by Justice Systems);
The entire system (including Internet connection) must be fully tested and operational prior to the
installation of the Justice Systems' provided SOFTWARE. Customer must contact Justice Systems with
any questions regarding the required hardware /software necessary to run the Justice Systems' products. In
order to assure that the proper hardware, networking, and operating system infrastructure is installed and
fully operational, Justice Systems will conduct a preliminary installation conference call with the
appropriate Customer staff (including Information Systems personnel).
FullCourt Enterprise Complete Agreement
Page 15 of 32
Description
Price
a.
Remote Installation and Setup of FullCourt Enterprise
4,750
b.
5 Day End User Training on FullCourt Enterprise in Albuquerque, NM
6,700
c.
Remote Old Case Index data conversion. This conversion depends on the Customer to
extract the legacy data from the legacy system into the format specified by Justice
Systems. Only Parties are created in FullCourt Enterprise, and a subset of old case
information is placed in a text field and associated with the Party.
6,000
d.
Remote Standard Citation Import Module setup
2,000
Total Services:
S 19,450
a- Customer Preparation Responsibilities:
The Customer must have the complete hardware and networking infrastructure in place and operational
before the installation of the STANDARD SOFTWARE and/or CUSTOM SOFTWARE. This includes:
3. Installation of the printers, database and other related SOFTWARE.
4. Assuring that all hardware (server /workstations/Local Area Network/ printers/Intemet access with
ports 80 and 443 unblocked/tape backup system etc.) is fully tested and operational prior to the
FullCourt Enterprise installation.
5. Internet access must be available to the server and workstations in order to support remote
installation and diagnosis. If any component is to be installed on servers running either UNIX or
Linux, at least one (1) Windows workstation with Internet access should also have X Server
SOFTWARE installed so that the server(s) may be accessed for installation, configuration and
maintenance.
6. Installation of Internet Explorer (the version as designated by Justice Systems);
The entire system (including Internet connection) must be fully tested and operational prior to the
installation of the Justice Systems' provided SOFTWARE. Customer must contact Justice Systems with
any questions regarding the required hardware /software necessary to run the Justice Systems' products. In
order to assure that the proper hardware, networking, and operating system infrastructure is installed and
fully operational, Justice Systems will conduct a preliminary installation conference call with the
appropriate Customer staff (including Information Systems personnel).
FullCourt Enterprise Complete Agreement
Page 15 of 32
b- Installation:
Justice Systems will install SOFTWARE onto the Customer's server(s).
For those SOFTWARE products which require the FullCourt Enterprise Application Server MIDDLEWARE
for the proper operation of the SOFTWARE, Justice Systems will remotely install and configure the same.
c- Training:
To initiate the product installation, Justice Systems will send the Customer a product installation kit,
containing several forms that need to be completed by the Customer and which will serve as the basis for
customized setup of the product. The table set -up should be completed prior to training.
d- ProgranuninpServices:
Any requests for Programming Services that Justice Systems is willing to accommodate shall be managed
in a two (2) phase process.
Phase I will be the analysis portion of any programming work —that period of time when both the
Customer and Justice Systems are working closely to communicate requirements, designs, work plans and
the like -and Justice Systems
Phase II applies to the period after which the delivery of designs has been made and plans have been agreed
upon.
Given this dual phased approach to Programming Services, a "workflow" process is intended to provide for
a well - defined and cooperative environment:
• Each request for Programming Services will be submitted by the Customer in writing and with as
much detail as reasonably possible given the existent circumstances. Whenever practical, requests for
multiple Programming Services will be submitted simultaneously to become part of a single "project ".
• Each request will incorporate written documents that may more clearly apprise Justice Systems of
the desired functionality and assist in the design process.
• All requests for Programming Services shall be submitted in behalf of the Customer by an
authorized Project Management personnel (PM), so stating that the request has been authorized and
that sufficient funding for the Phase I commitment is available.
• The written request will be submitted to a designated Justice Systems Client Manager, who will
acknowledge receipt of same in writing and either simultaneously with that acknowledgement, or
within a reasonable time thereafter, provide the Customer PM the Tracker Issue Number(s) assigned
to the request.
• The acknowledgment and assignment of a Tracker Issue Number will constitute Justice Systems'
acceptance of the request to begin analysis and design work toward the development of final
specifications and a work plan. Phase I charges in accordance with the schedule set forth at the end of
this Services Agreement will begin to be incurred at this point and continue until either of these events
occurs: (a) the Customer PM communicates in writing to the Justice Systems Client Manager that
the requested Programming Services has been withdrawn; or (b) the final specifications and Final
Work Plan have been accepted by the Customer and a Purchase Order has been timely submitted to
Justice Systems. All Phase I charges incurred up to this point and time will become due and payable
as specified in the Payment section below.
Analysis and Design:
• Upon acknowledgment of the requested Programming Services, Justice Systems will begin initial
analysis toward the Design and the definition of a Preliminary Work Plan. This analysis will most
likely involve participation of resources from within the Customer's staff. The Justice System Client
Manager, together with the Customer PM, will coordinate the assignment and commitment of
resources for this purpose.
FullCourt Enrerprise Complete Agreement
Page 16 of 32
• The completion of analysis work will take place following one or more of the following:
conference calls among resources, email communications, web meetings and (where necessary) on -site
meetings, as well as any other forms of communication and information exchanges as the parties
mutually agree to be reasonably required in achieving the goals of the analysis.
• Analysis work, the design, specifications and Work Plans (both Preliminary and Final) are
intended to be elements of an overall "process" involving the exchange of ideas, questions, concepts
and, as necessary, written instruments demonstrating screen mockups, reports, etc.,. Sometimes a
single event or meeting may be all that is required for the parties to sufficiently appreciate the request.
An iterative process will more likely be the standard.
Final Specifications and Final Work Plan:
• Products of the Analysis and Design work will be:
• Preliminary Design Specification(s);
• A Preliminary Work Plan;
• A Quote based upon the Preliminary Design Specifications and Preliminary Work Plan which
will be submitted by Justice Systems to the Customer for review, comment and approval.
Based upon the Customer feedback, these deliverables will be finalized.
• Upon the Customer's approval of the Final Design Specification(s), Justice Systems will prepare
and submit simultaneously, or within a reasonable time thereafter, a proposed Final Work Plan and
Fixed Price Proposal. The Final Work Plan will outline the anticipated schedule for completion of the
modification(s) outlining timeframes and deliverables.
• The Final Work Plan, and included schedules, will be dependent upon receipt by Justice Systems
of a Purchase Order for the contemplated Programming Services within the timeframe set forth in the
proposed Plan. Failure to timely provide the Purchase Order, or other changes to the proposed Final
Work Plan, may result in the necessity to adjust other timeframes or scheduling.
• A Purchase Order will be required before Justice Systems will begin the performance of Services
set out in the Quote (Phase II).
Change Orders:
• All requests from the Customer for Change Orders to the agreed upon specifications shall be
submitted in writing to the Justice Systems Client Manager, and the parties will employ the same
procedures outlined for submission of originating requests.
• Change Orders not affecting the approved Programming Services, Final Design Specifications or
Final Work Plan will be treated as "new" requests and assigned as being new Projects.
• Change Orders or subsequent requests affecting the approved Programming Services, Final
Design Specifications or Final Work Plan may require amendments to any, or all, such instruments,
including changes to the agreed upon fixed costs. Therefore, all Change Orders will first be analyzed
and work performed on account thereof charged in accordance with the Phase I process.
• Prior to performing any work occasioned by a Change Order affecting the approved Programming
Services, Final Design Specifications or Final Work Plan, the Customer will be invoiced for any
affected work already in progress and shall be payable as specified in the Payment section below.
Invoices will be for the proportionate amount of the fixed costs for work already performed by Justice
Systems.
e- Data Conversion Services:
The Customer may purchase from Justice Systems Programming Services for the conversion of data from
other legacy systems. The Customer acknowledges that the ability to convert data and the accuracy of
converted data depends upon elements beyond the control of Justice Systems. JUSTICE SYSTEMS
DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE WITH REGARD TO CONVERTED DATA FILES.
FullCourt Enterprise Complete Agreement
Page 17 of 32
Data Cleansing:
The parties understand that an existing data environment may be compromised by a variety of errors such
as:
1. Instances of different persons with the same Social Security Number
2. Missing or incorrect financial information
3. Incorrect and inconsistent status information
4. Malformed information (e.g., state code included in city name)
5. Inconsistent and non - standard data formats
Such data errors may have a negative impact upon the quality of the converted data, and therefore the
Customer may be required to manually cleanse the data.
To the extent reasonable and practical, the approach outlined in the section entitled "Programming
Services" will be applied for a data conversion. Other data conversion options are also available and
Justice Systems may be contracted to perform the Services, where appropriate, and in accordance with the
Schedule of Standard Professional Service Rates.
The above listed services are not intended to be all- inclusive. Justice Systems' responsibility to provide any other
services is limited to those matters specifically enumerated in this Agreement, or as may be otherwise agreed to in
writing between the parties.
The Schedule of Standard Professional Service Rates is as follows:
Professional Services
Hourly Rate
Executive Management
$200
Administrative Staff
$60
Management
Client Manager
$165
Project Manager
$165
Configuration Management
$145
Domain Specialist
$155
Sr. Systems Analyst / Programmer
$155
Programmer
$145
Quality Assurance
$145
Technical Writer
$100
Training Services
Daily Rate
Onsite
Per instructor
$1,500. /day
Justice Systems facility
Per instructor
$1,000 /day
a From time -to -time at Justice Systems' sole discretion these rates may change.
a Travel time and travel expenses related to SERVICES are not included in the above rates and will be
charged and invoiced separately.
Payment of Services (non- Maintenance):
a Phase I charges will be billed monthly for Programming Services that are "Time & Material ", unless
otherwise mutually agreed upon in a fixed price quote.
a Phase I "Time & Material" charges for Programming Services will be itemized on the monthly invoice by
"rate type" of the Schedule of Standard Professional Services Rates.
a Travel Expenses / Per Diem Expenses will be the actual /reasonable expenses incurred for each resource and
will be invoiced monthly.
FullCourt Enterprise Complete Agreement
Page 18 of 32
• Travel time will be invoiced separately and as "time and materials" in accordance with the Professional
Services schedule.
• All travel expenses and travel time is in addition to other costs unless otherwise specifically agreed in
writing.
• "Fixed Prices" will include the total costs for Justice Systems' development, testing, and delivery of the
requested modification(s), the cost of Release Letter and Help Text production, and other costs mutually agreed to
by the parties. "Fixed Prices ", unless otherwise agreed in writing, do not include travel time or travel expenses.
• Fixed Prices shall be invoiced, as follows:
o Fifty (50:'0) percent along with the Purchase Order;
o Forty (40%) percent at the time of delivery of the first release of the modification;
o Ten (10 %) percent upon acceptance of the modification or within thirty (30) days of its placement into
production, whichever first occurs.
• All invoices shall be paid within thirty (30) days of invoice date.
Custotnu- r
Initials
FullCoun Enterprise Complete Agreement
Page 19 of 32
Maintenance & Support Services
TERM: Except as may otherwise be specifically stated herein, the Maintenance & Support Services shall begin
at the end of the warranty period and shall continue for one year terms with automatic renewal for successive one
year periods or until specifically terminated by either party giving thirty (30) days written notice of intent to
terminate. Maintenance & Support Services is intended to survive the completion and termination of the underlying
Agreement to which it has been made a part. "Definitions" as set forth in the underlying Agreement to which this
Maintenance & Support Services has been made a part are not repeated herein, but are hereby incorporated by
reference into this instrument as though fully set forth herein.
APPLICABILITY: As used in the Maintenance & Support Services, the definitions set forth in the underlying
FullCourt®/FullCourt Enterprise® and/or FullCase® Agreement shall apply.
SUPPORT PROVIDED: Justice Systems will:
1) provide Customer with telephone access by which Customer may communicate with Justice Systems for
purposes of seeking technical support of the LICENSED and SUBLICENSED SOFTWARE provided to
the Customer, but excluding support for modifications, changes or upgrades to interfaces software not
specifically and solely developed by Justice Systems (e.g., modifications made to third party software with
which FullCourt products have been interfaced);
2) provide to Customer maintenance of the SOFTWARE covered under this agreement, including
maintenance releases of the STANDARD SOFTWARE and CUSTOM SOFTWARE regularly distributed,
upgrade versions of the STANDARD SOFTWARE periodically distributed, but shall not include any
modifications to either the STANDARD SOFTWARE or the CUSTOM SOFTWARE as may be required
due to changes made by third parties to integrated systems, or services or supporting applications or
systems, not provided by Justice Systems;
3) correct or replace LICENSED and SUBLICENSED SOFTWARE and/or provide SERVICES necessary to
remedy any SOFTWARE error which is attributable to Justice Systems or which functions differently than
published Justice Systems' documentation, or Justice Systems will provide a reasonable workaround for the
error, or Justice Systems will refund the pro -rata pre -paid maintenance and support fees paid by customer
under this agreement and terminate the maintenance and support agreement;
4) provide Customer with remote diagnostic SERVICES for the SOFTWARE.
FEES': Maintenance and support is included during the warranty period. After that, maintenance and support under
the Maintenance & Support Services will be provided at the price stated in underlying Agreement or in any other
accepted document (proposal, invoice, agreement, etc.), or any subsequently issued invoice and shall be paid in
advance of the beginning of the covered period. This fee, unless otherwise stated in the underlying Agreement, is
for the first year and may be increased in subsequent years at Justice Systems' sole discretion. This fee may also be
increased should the Customer elect to have modifications or customizations incorporated into the STANDARD
SOFTWARE. SERVICES for the FullCourt Enterprise Data Dictionary shall be separately provided upon request
of Customer who will be charged therefor on a per call basis at the then current Standard Professional Services
Rate. Customer agrees that each call shall be billed in minimum one -half hour increments.
Maintenance and Support shall be paid for all active LICENSES unless otherwise approved by Justice Systems in
writing. Should the Customer reduce to total number of active LICENSES for which Maintenance and Support is
provided and thereafter reinstate to active status some or all of those LICENSES which had been deactivated, a
"reinstatement to active status" fee shall be assessed and paid before reactivation of the LICENSE.
There shall be no refunds or pro- ration of the SOFTWARE maintenance and support fees.
1 For the purposes of this Agreement, it should be understood that included in the "Fees" is the maintenance and support of the
FullCourt Enterprise application. Not covered by this agreement are any support services related to the browser, the operating
system and operating environment, backup and restore software, word processing software, and any other software or hardware
that was not sold and provided by Justice Systems as a component to the FullCourt Enterprise system. Upgrades and changes to
the hardware, operating system or infrastructure are not included and may require additional services that may be provided by
Justice Systems in accordance with its then current Standard Professional Service Rates.
FullCourt Enterprise Complete Agreement
Page 20 of 32
CONDITIONS OF SUPPORT: Customer acknowledges and agrees that support under the Maintenance &
Support Services will not be provided for damage or problems to SOFTWARE caused by fire, smoke, water,
vandalism, riots, theft, misuse, accidents, power outages, abuse, any acts of war, or acts of God. Customer further
acknowledges that this agreement will not cover corrections for difficulties or defects traceable to system changes
by Customer, alterations to SOFTWARE other than by Justice Systems, introduction of incompatible programs,
hardware, viruses, worms or any other cause beyond the control of Justice Systems.
If the customer elects to run FullCourt Enterprise in a virtualized environment, Justice Systems will support the
product with some restrictions. Reported issues that are obviously originating in FullCourt Enterprise will be
addressed in accordance with this Maintenance & Support Agreement. Issues that could have their origin in the
configuration or management of the virtual environment - such as problems with performance, network and printer
communications, etc. - may need to be reproduced outside of the virtual environment. Where the issue is confirmed
to be unrelated to the virtual environment, Justice Systems will support the product in a manner consistent with
support provided when the software is not running in a virtualized environment.
Any support rendered by Justice Systems at Customer's request to deal with any problems that lie outside the
scope of this Maintenance & Support Agreement shall be billed in accordance with the time and materials rates then
in effect by Justice Systems at the time the work is completed, together with any travel and expenses incurred in
providing such extra support.
Charges for support or work provided to Customer by Justice Systems that lie outside the scope of the
Maintenance & Support Agreement shall be paid within thirty (30) days from the date of billing. Payments not
timely made shall bear a penalty of 1 1/2 percent per month until paid.
Services Excluded from Maintenance & Support Services:
It is expressly understood and agreed by Customer that Justice Systems will not be responsible for performing the
following SERVICES:
Training
Support SERVICES do not include any training SERVICES that may be required by Customer, including such
SERVICES that may be required as a result of enhancements, modifications or upgrades. These SERVICES may be
separately purchased at Justice Systems' then current Standard Professional Service Rate.
Non - Standard Configuration
Justice Systems may assist, at costs additional to those set forth in this Agreement, with the configuration of any
ALTERNATE DATABASE in order to assure that it will operate in conjunction with FullCourt Enterprise, but
makes no assurances of compatibility.
Hardware
Hardware installation and setup, work station or server setup, fax- modem, scanner or printer installation or setup,
local or wide -area networking hardware or setup, back -up system hardware or setup, services related to set up of the
networking infrastructure.
Other Software
Supplying, installing, or integrating any other SOFTWARE, including but not limited to operating or networking
systems; MIDDLEWARE and database SOFTWARE not defined as part of the Standard Configuration, or word
processing systems; nor setup, remote communications SOFTWARE, back -up system SOFTWARE, or any legacy
system or other non-FullCourt Enterprise application.
VERSIONS SUPPORTED: Support under the Maintenance and Support Services shall be provided only for the
most current release or as otherwise communicated in writing by Justice Systems to the Customer of the Justice
Systems provided components as specified in the "FullCourt Enterprise Operating Environment Agreement ". Subject
to the availability of resources, Justice Systems, at its option, will provide maintenance and support for Justice
Systems provided components as specified in the "FullCourt Enterprise Operating Environment Agreement" not
satisfying this criterion on a time and materials basis.
t) FullCourt Enterprise Complete Agreement
Page 21 of 32
It may be necessary to install the latest SOFTWARE releases for the licensed program and it may be necessary to
update Customer's computer hardware, operating systems and/or other SOFTWARE to achieve compatibility with the
currently supported release of the licensed program. If Customer has not installed any releases that Justice Systems
has made in the licensed SOFTWARE or is not using a currently supported release of the licensed program, database or
necessary MIDDLEWARE, Justice Systems may suspend provision of SOFTWARE maintenance and support for the
licensed program until Customer cures this condition.
At times, releases provided as part of this Maintenance & Support Agreement may require changes to components that
support the SOFTWARE, which changes are not included or covered in the SERVICES enumerated by the terms of the
Maintenance & Support Services.
Any installation required for an upgrade to a currently supported release of a licensed program, when performed by
Justice Systems, will be charged to Customer at Justice Systems' then current hourly rates plus reimbursement for
any out -of- pocket costs or expenses incurred by Justice Systems. Such installation charges shall be in addition to other
fees or charges that may be due.
RELEASES:
Releases of SOFTWARE modifications will be accompanied by:
• Distribution of SOFTWARE via Justice Systems' FTP site (email notification of placement on the
FTP site will be provided);
• Mailing to the Customer of a CD/DVD upon which the SOFTWARE is written;
• Written Release Notes that include: (1) identification of the Customer issues and modifications
contained in the SOFTWARE release; (2) specific instructions pertaining to table setup and system
setup affected by the release and delivered modifications; (3) other issues which Justice Systems
determines appropriate for notification to end users;
• Online Help Text (which will be regularly updated with each release).
It is understood that completion of all modifications will be dependent upon the mutual commitments of the
Customer and Justice Systems. Change Orders, or unforeseeable circumstances may impact actual delivery dates;
and, while both the Customer and Justice Systems will endeavor to perform their individual responsibilities as
expeditiously as reasonably possible, delays may occur.
TIME OF SUPPORT: Maintenance and support SERVICES provided under this agreement shall be available
during the normal working hours of 7:00 a.m. to 5:00 p.m. in Albuquerque, New Mexico excluding weekends, legal
holidays, or other days determined by Justice Systems by prior notice to Customer.
WARRANTIES: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, JUSTICE SYSTEMS DOES
NOT WARRANT SERVICES AND SUPPORT PROVIDED FOR AND INCLUDED IN THIS AGREEMENT AND
THE CUSTOMER HEREBY ACKNOWLEDGES THAT SAID AGREEMENT IS ENTERED INTO AND SAID
SERVICES ARE PURCHASED REALIZING THAT NO IMPLIED WARRANTIES ARE MADE OTHER THAN
THAT JUSTICE SYSTEMS WILL USE REASONABLE EFFORTS TO RESOLVE PROBLEMS, ANSWER
QUESTIONS AND HELP CUSTOMER OBTAIN SATISFACTORY PERFORMANCE OF THE SOFTWARE.
REMOTE SUPPORT: Customer agrees to install and maintain for the duration of this agreement Internet access to
the FullCourt Enterprise system that is compatible with Justice Systems' remote diagnostics system. Customer will
pay for installation, maintenance and use of said items. Justice Systems shall use these items in connection with error
correction and/or support. Any access by Justice Systems shall be subject to prior approval of Customer and in any
case access shall be solely for the purpose authorized by Customer.
PROPRIETARY RIGHTS: Any changes, additions and enhancements in the form of new or partial programs or
documentation as may be provided under this agreement shall remain the proprietary property of Justice Systems.
TERMINATION: In the event of termination of the SOFTWARE license specified above, all maintenance fees or
charges payable for the entire term of the Maintenance & Support Services, without notice or demand by Justice
Systems, shall immediately become due and payable; and, Justice Systems' obligations under this agreement shall
immediately end. Justice Systems may terminate the Maintenance & Support Services in the event of the failure of
Customer to fulfill its obligations hereunder. Justice Systems shall be entitled to payment for the full amount of
SERVICES performed under the contract.
FullCourt Enterprise Complete Agreement
Page 22 of 32
GENERAL: This agreement is not assignable without prior written consent of Justice Systems. Any attempt by
Customer to assign any of the rights, duties and obligations of this agreement without such consent is void.
The Maintenance & Support Services can be modified only by a written agreement duly signed by persons authorized
to sign agreements on behalf of Customer and Justice Systems. Variance from the terms and conditions of the
Maintenance & Support Services except in writing and signed by those persons authorized to sign for the Customer
and Justice Systems will be of no effect.
If any provision or provisions of the Maintenance & Support Services shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. No action regardless of form arising out of this agreement may be brought by either party more than
two years after the cause of action has arisen or in the case of non - payment, more than two years from the date of last
payment.
CLISIOnIC'" 1 / IF Initials
FullCourt Enterprise Complete Agreement
Page 23 of 32
CITEPAYUSA SERVICES AGREVan� THIS AGREEMENT entered into this day of , 201 et ween Justice Systems, Inc.
(the "Provider ") and The Town of Avon (the "Customer "), shall be the complete understanding of the parties with
respect to provision of the products and services hereinafter described, as well as the compensation to be paid on
account thereof.
THE PARTIES AGREE AS FOLLOWS:
1. Term of Agreement: This agreement shall commence on the date herein executed by both parties and,
unless sooner terminated as hereinafter provided, shall be for an initial term of three (3) years. Thereafter, the term
shall automatically renew for one (1) year periods unless either party gives written notice to the other at least thirty
(30) days prior to inception of the next annual period indicating an intent not to renew. Following the initial three
(3) year period either party may terminate the agreement by giving thirty (30) days written notice of intent to
terminate.
2. Services: Provider, on behalf of the Customer,
2.1.1. shall perform services for the processing of payments through the use of Provider's software and
facilities, including the uploading of certain data from the Customer's FullCourt CMS to
Provider and the downloading of such payment transactions from Provider to the FullCourt CMS
of the Customer.
2.1.2. will provide the appropriate merchant account(s)
2.1.3. will transmit funds due the Customer to its "Deposit Account ". For the purposes of this
subparagraph it is understood that Provider will deposit to the account of the Customer amounts
collected for case matters pending before said court as the same may be identified by the FullCourt
CMS and in accordance with the provisions of paragraph "5. PaymentsBillings /Reports ", below.
2.1.4. Provider, as part of this Agreement, shall sell to Customer as many payment terminals with
CitePay software installed (unit) as the Customer requests from Provider, at a per unit cost of
Eight Hundred ($800.00) Dollars (which amount includes delivery charges). Payment terminals
are not required for use of CitePayUSA's online services, and may be requested at any time during
the term of this agreement. Each unit shall come pre - installed with CitePayUSA screens and
software for interaction with the CitePay ePayment system, which screens and software shall not
be modified, removed or otherwise altered without the prior written consent of the Provider. It is
understood that the following terms and conditions shall apply to all units purchased:
2.1.4.1. Each such unit shall only be used incidental to the processing of transactions via the
CitePay ePayment system;
2.1.4.2. Each such unit shall be installed and setup by Customer and maintained in accordance
with the provisions for "Maintenance and Support" set forth in paragraph 2.1.5, below;
2.1.4.3. At the beginning of each service year, for each unit placed in service, Customer will pay
to Provider One - Hundred -Eighty ($180) Dollars for Maintenance and Support.
2.1.4.4. Customer agrees to the software license with Verifone, Inc. which is an integral part of
this agreement.
2.1.5. Maintenance and Support: Provider's Help Desk support team shall provide to the Customer's
employees and their designees all maintenance and support reasonably required for the operation
of the CitePay ePayment system. It is understood that under normal circumstances support will be
available during normal business hours of 7:OOAM through 5:OOPM, Mountain Time (excluding
weekends and holidays).
2.1.5.1 Should Provider determine that return of the unit to its facilities is required for repair or
replacement of the unit, all shipping and handling charges associated with the return of
the unit to said facilities shall be paid by Customer.
FullComt Enterprise Complete Agreement
Page 24 of 32
2.1.5.2 As part of the ongoing maintenance and support of each unit Provider may reasonably
require from 'time -to -time that Customer install upgrades and enhancements to the
software. The timing of the installation of any upgrades and enhancements shall be
mutually agreed upon by the Provider and Customer.
2.2. Customer's Responsibilities:
2.2.1. Customer shall install upgrades to FullCourt CMS and software necessary to assure a
compatible interface with the CitePayUSA ePayment system. Customer, for the purpose
of permitting Automated Clearing House Network (ACH) transfers between Customer
and CitePayUSA, shall maintain a Deposit Account as per the Authorization Agreement
for Direct Deposits/Payments included in this agreement.
2.2.2. Customer shall: (1) notify in writing Provider any time there is a change in the bank or
account that may materially affect the ability of Provider to make ACH transactions to
the Customer's Deposit Account; (2) at its own cost, maintain a persistent connection
with the Internet for the purposes of transmittal of data and case information necessary to
provide the services herein described and contracted; (3) maintain the FullCourt CMS (i)
by continuing in effect the Maintenance and Support Agreement offered by Justice
Systems, Inc.; (ii) by installing the then most current release of the FullCourt CMS as
specified by Justice Systems, Inc.; (iii) and by maintaining the hardware, infrastructure
and operating environment necessary for proper functioning of the FullCourt CMS; (4) be
responsible for the accuracy of all case data and content made available to or transmitted
to CitePayUSA; (5) immediately notify Provider of any perceived or known
irregularities in services provided, including without limitation, the operation of the
FullCourt CMS, the CitePayUSA ePayment system, transactions made to the Customer's
account(s) via the ACH system, and any transactions processed through
CitePayUSA.com.
3. Fees:
3.1. Automated Payment Service Fees — Customer agrees to pay to Provider an automated payment service fee
of 5.95% of the fine, fee or other amounts collected by Provider in behalf of Customer, as compensation for
the services and products provided by Provider under this agreement. Customer and Provider understand and
agree that said fee shall be paid as follows:
3.1.1 ❑ Customer agrees and authorizes Provider to assess the automated payment service fee owed for
each transaction to the credit card, debit card or other account (as applicable) of the person or entity making
payment in behalf of the defendant, litigant or individual, howsoever described, obligated to make a
payment to the Customer, the relevant Court or court authorized agency. Said fee shall be in addition to
the amount of the obligation owed to the Customer. The parties understand and agree that Provider's
receipt and retention of said fee shall substitute for the payment of same by Customer to Provider, but
shall not relieve Customer of the obligation to pay said fee if Provider is ultimately unable to collect it as
described in this paragraph, such as in the event of a chargeback or return as provided in paragraph 3.2
below.
3.1.2 ❑ Provider shall calculate the total amount of automated payment service fees owed by Customer
to Provider each month, and shall invoice that total amount to Customer. Said fees shall be due and
payable by Customer to Provider 30 calendar days after the date of each invoice.
3.2. Chargeback/Returned Check Fees - In the event that Provider is notified of a chargeback/returned
check or the same shall be imposed upon or incurred by Provider for any reason whatsoever Provider
shall charge to the Customer and Customer shall pay to the Provider an administrative fee of $15 in
addition to all credit card, debit card and ACH transaction fees. Customer shall also reimburse Provider
all amounts paid/credited to Customer's account by reason of the obligation related to the
chargeback/returned check. Provider shall notify Customer of any chargebacks /returned checks and
provide documentation of amounts due as a result of a chargeback /returned check. [Note: Customer will
be responsible for adjusting the balance of the FullCourt case associated with said chargeback/returned
check and in accordance with the policies of Customer and/or court].
FullCourt Enterprise Complete Agreement
Page 25 of 32
3.3. Within the initial three (3) year term of this agreement, or any renewal thereof, all costs and fees
enumerated are subject to change only upon the mutual consent of the parties; except that in the event that
any costs or fees imposed upon the Provider by the debit/credit card transaction service providers are
increased by more than twenty -five (25 %) percent Provider shall notify Customer of said increase as soon
as reasonably possible. In addition to giving such notification, Provider shall propose to Customer
adjustments to the provisions of this Agreement which Provider deems reasonable under the
circumstances. Customer will thereafter have three (3) business days within which to accept said proposal
or, in lieu thereof, Provider may elect to suspend the provision of services hereunder. If the parties are
unable to mutually agree upon an adjustment of the enumerated costs and fees within a reasonable time
following notification, either party may elect to terminate this agreement without penalty.
4. Security, Exclusivity: The parties agree that each shall remain compliant with the PCI Data Security
Standard requirements of the Card Association and/or Merchant Bank and that the CitePay ePayment system shall
be the exclusive method utilized for accepting all credit and debit card transactions for the payment of fines, fees,
bonds and other payments by those courts of Customer which utilize the FullCourt CMS. The Customer shall
cease using any alternative methods or systems for accepting credit and/or debit card transactions within thirty (30)
days of the implementation of the CitePay ePayment system at their location; or, in the event the Customer is under
existing contractual obligations which cannot be cancelled without penalty, at the time of termination of said
contractual obligations.
5. PaymentsBfl ings/Reports: Provider shall periodically provide to Customer financial reports as may be
reasonably necessary for management of transactions. Provider shall transmit by ACH transfer payments received
via the CitePayUSA ePayment system, and on account of obligations due to the Customer, within two (2) business
days of the deposit of funds representing payment by the obligee, or in behalf of the obligee, to Provider's account,
conditioned upon: (1) a valid authorization code having been received from the Card Association; (2) acceptance of
the payment has been had in accordance with the Terms and Conditions of the CitePayUSA website; and (3)
payment has been received and deposited into the Provider's Settlement Bank Account. Availability of ACH
transferred funds for use by the Customer is subject to the control of the banking institutions. Payments shall be in
the net amount received after deduction of all automated payment fees.
6. Confidentiality: Customer acknowledges that portions of the CitePayUSA ePayment system are a
copyrighted work. Any materials provided by Provider including documentation may contain proprietary
intellectual property rights. Customer agrees to keep the software, documentation and the CitePayUSA proprietary
intellectual property in confidence and to take all reasonable precautions to ensure that no unauthorized persons
have access to the same and that no unauthorized copies are made. Breach of this provision shall be construed as a
material breach of the terms of this Agreement. As a consequence, in the event of such any breach, Provider at its
sole option, may immediately terminate this Agreement without further obligation. Customer shall not alter any
proprietary markings in connection with the CitePayUSA ePayment system, including copyright, trademark, trade
secret, and patent legends. Customer's obligations under this section as they relate to the use of the CitePayUSA
ePayment system shall include, without limitation, giving notification to authorized users of the provisions of this
section; to immediately halt and report to Provider unauthorized copying, use, distribution, installation, or transfer
of possession of the licensed products by any authorized user of which Customer has actual knowledge. It is
understood that receipt of confidential information under this Agreement shall not create any obligations in any way
limiting or restricting the assignment of Customer's employees.
7. WARRANTY: IN NO EVENT SHALL PROVIDER BE LIABLE FOR SPECIAL, INCIDENTAL,
INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR FOR ANY INTERRUPTION OR LOSS OF
USE, DATA, BUSINESS OR PROFITS, WHETHER OR NOT SUCH LOSS OR DAMAGES WERE
FORESEEABLE OR OF WHICH PROVIDER WAS ADVISED OF THE POSSIBILITY THEREOF AND
REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OR THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH
RESPECT TO THE SERVICES PROVIDED HEREUNDER. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, PROVIDER DOES NOT GUARANTEE OR WARRANT THAT TILE SERVICES WILL BE
UNINTERRUPTED OR ERROR -FREE.
FullCoun Enterprise Complete Agreement
Page 26 of 32
8. Acts or Failures to Act: Neither party shall be responsible for liability incurred as a result of the other
party's acts or omissions in connection with this Agreement.
9. Limitation of Liability: Provider will not accept responsibility for errors, acts, failure to act by banks,
communication common carriers, data processors or clearinghouses through which transactions may be passed,
originated, and/or authorized. Provider undertakes no duties to Customer other than the duties expressly provided
for in this Agreement.
10. Severability: In the event that any provision of this agreement is held by a court of competent jurisdiction
to be legally ineffective or unenforceable, the validity of the remaining provisions shall not be affected.
11. Provider Software Upon Termination: Upon termination of this agreement, with or without cause,
Customer shall immediately cease the use of any CitePay software installed on the payment terminals as well as
software installed upon other devices for the purpose of interfacing to said terminals.
12. Notices: Any notice required or permitted to be given in this agreement shall be in writing and shall be
sent in a manner requiring a signed receipt, or if mailed, by registered or certified mail, return receipt requested.
Notice is effective upon receipt. Unless otherwise set forth in writing, the addresses for notice are those set forth
with the names of the signatories to this agreement below.
13. No Waiver: The failure of either party to exercise any right, or the waiver by either party of any breach,
shall not prevent a subsequent exercise of such right nor be deemed a waiver of any subsequent breach of the same
or any other term of the agreement.
14. Force Majeure: Neither party shall be deemed in default of this agreement to the extent that performance
of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural
disaster, accident, shortages of materials or supplies, or any other cause beyond the control of such party. This
provision requires that any party claiming relief under this provision give written notice within fifteen (15) days of
discovery thereof.
15. Compliance with Federal, State & Local Law: The parties shall perform all obligations hereunder in
compliance with applicable federal, state and local statutes, laws, regulations and ordinances. This agreement shall
be governed by and interpreted, construed, and enforced in accordance with the laws of the State of New Mexico.
U FullCourt Enterprise Complete Agreement
Page 27 of 32
CITEPAYUSA SERVICES AGREEMENT
DEFINITIONS
When used in this Agreement the following words or terms, unless otherwise specifically stated, shall have the
following meaning:
a. "ACH" — means the Automated Clearing House Network.
b. "Authorization" — is the process whereby Provider in compliance with the
Operating Rules for each Card obtains approval of a Charge from the Card Issuer. An
Authorization indicates only the availability of the Cardholder's credit limit at the time the
Authorization is requested.
C. "Business Day" — is Monday through Friday excluding Merchant Bank holidays. Each Business
Day ends at the cutoff time specified by the Merchant Bank. Charges submitted for processing on
a holiday, weekend, or after the cut -off time are treated as received on the following Business
Day.
d. "Card Association" — refers to any entity formed to administer or promote credit cards or debit
cards, including without limitation, MasterCard International, Inc., Visa International,
DiscoverCard and Debit Networks.
e. "Cardholder" — is the person issued a credit card or debit card and a corresponding account by a
Card Issuer.
f. "Card Issuer" -- is the institution authorized by a Card Association to issue credit cards and debits
cards to Cardholders and that has issued a credit card or debit card presented to Provider for a
charge or credit voucher.
g. "Chargeback" is a return of a charge to Provider typically initiated by a Cardholder through a
Card Issuer, for transmittal to and payment by Merchant under Operating Rules established by the
Card Association.
h. "CitePay Terminal" - is such device or devices, including software, either provided or required by
Provider for interfacing to the FullCourt CMS and /or other hardware so as to allow interaction
with the CitePayUSA ePayment system. The sale or conveyance by Provider of each device, or
associated software, is subject to restrictions and conditions imposed by third -party providers.
i. "Credit Card" — A plastic card (Visa -- branded, MasterCard - branded or DiscoverCard- branded
Credit and Business Cards or Debit Cards) bearing an account number assigned to a cardholder
with a credit limit that can be used to purchase goods and services and to obtain cash
disbursements on credit, for which a cardholder is subsequently billed by an issuer for repayment
of the credit extended at once or on an installment basis.
j. "Database" — dependent upon the context of the language in which it is used, "database" will mean
the FullCourt CMS database associated with the Customer's court case management system, or
the CitePayUSA database owned and maintained by the Provider.
k. "Debit card" — A plastic card with which an individual court customer may withdraw funds on
deposit in the individual court customer's account. A debit card transaction pays the
Customer/Provider by withdrawing funds already on deposit in the individual court customer's
account, as opposed to a credit card transaction in which funds are loaned to the individual court
customer by the card issuer.
FullCourt Enterprise Complete Agreement
Page 28 of 32
"Deposit Account" — the Customer's business account with a banking institution set up for receipt
of payments from the Provider.
M. "DISCOVERCARD®" card — A card that bears the DiscoverCard symbol, enabling a
DiscoverCard cardholder to obtain goods, services or cash from a DiscoverCard merchant or
acquirer.
n. "FuIlCourt CMS" — is the FuIlCourt® or FuIlCourt Enterprise Court Case Management System.
o. "Individual court customer" — is the litigant, defendant, respondent, party, driver, registrant, or
other person or corporation, howsoever denominated in the Customer's FullCourt CMS, or
identified as the entity making payment to the Customer on account of fines, fees, charges, bonds,
restitution, costs or other obligations related to a court case within the FuIlCourt CMS database.
p. "MASTERCARD®" card — A card that bears the MasterCard symbol, enabling a MasterCard
cardholder to obtain goods, services or cash from a MasterCard merchant or acquirer. MasterCard
Incorporated is a membership organization owned by financial institutions that issue its card.
MasterCard is also the company's brand of credit cards.
q. "Merchant Bank" — A financial institution that provides credit card processing services for the
Customer or the Provider. Also herein referred to as the "acquiring bank" or "acquirer ".
r. "Returned Check" — is an electronic check presented for payment which has been returned (not
paid) by the financial institution or payment processor for any reason, including but not limited to,
incorrect routing number, incorrect account number, and insufficient funds.
S. "Settlement Account " — the Provider's business account with the Merchant Bank set up for receipt
of payments via credit cards, debit cards and electronic checks.
t. "VISA®" card — A card that bears the VISA symbol, enabling a VISA cardholder to obtain goods,
services or cash from a VISA merchant or acquirer. VISA is a brand of credit card and debit card
operated by the VISA International Service Association of San Francisco, California, USA, an
economic joint venture of financial institutions that issue and market Visa products.
FuIlCourt Enterprise Cumplete Agreement
Page 29 of 32
CITEPAYUSA SERVICES AGREEMENT
AUTHORIZATION AGREEMENT FOR DIRECT DEPOSITS/PAYMENTS
(ACH CREDITSIDEBITS)
Court Name: Avon Municipal Court (hereinafter called Customer).
Customer hereby authorizes Justice Systems, Inc. (hereinafter called Provider) to initiate credit/debit entries to
Customer's Checking Account / Savings Account (select one) indicated below at the depository financial
institution named below hereafter called DEPOSITORY, and to credit/debit the same to such account. Customer
acknowledges that the origination of ACH transactions to Customer's account must comply with the provisions of
U.S. law.
Depository Name:1 , ,>
City: Qf,a(l
Routing Number:
State: e— Zip: O
Account Number: 85 3 1 Q 1 t0 S& 1
This authorization is to remain in full force and effect until Provider has received written notification from
Customer of its termination in such time and in such manner as to afford Provider and DEPOSITORY a reasonable
opportunity C to T t ac_t /on it.
c 3
Name: !% 1' Q f) -/– Date:
(Ple Print)
Signat e:
NOTE: WRITTEN CREDIT/DEBI HORIZATION MUST PROVIDE THAT THE RECEIVER MAY
REVOKE THE AUTHORIZATION ONLY BY NOTIFYING TR ORIGINATOR IN IT [E MANNER
SPECIFIED IN THE AUTHORIZATION.
FullCourt Enterprise Complete Agreement
Page 30 of 32
CITEPAYUSA SERVICES AGREEMENT
Verifone PayWarePC® License Agreement
In conjunction with the purchase of the CitePay Terminal and software by Customer from Provider,
Customer agrees to the following software license with Verifone, Inc.
IMPORTANT
CAREFULLY REVIEW THIS AGREEMENT BEFORE CONTINUING THE INSTALLATION OR USE OF THE
PAYWARE PC SOFTWARE ( "SOFTWARE "). THIS END -USER LICENSE AGREEMENT ( "AGREEMENT ")
IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) ( "YOU')
AND VERIFONE, INC. ( "VERIFONE "). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT,
TERMINATE THIS INSTALLATION AND PROMPTLY RETURN ALL SOFTWARE AND
DOCUMENTATION, IF APPLICABLE, TO THE RESELLER FROM WHOM YOU OBTAINED THE
SOFTWARE (THE "RESELLER ") FOR A FULL REFUND. THE
SOFTWARE INCLUDES COMPUTER SOFTWARE, THE ASSOCIATED MEDIA, ANY PRINTED
MATERIALS, AND ANY "ONLINE" OR ELECTRONIC DOCUMENTATION. BY DOWNLOADING THE
SOFTWARE AND!OR OPENING THE SOFTWARE PACKET(S) AND /OR USING THE SOFTWARE, YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE
BOUND BY ITS TERMS.
1. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement and your payment of the
applicable license fees, VERIFONE grants You a limited, nontransferable (except as provided in Section 11 below),
nonexclusive license to use the Software solely (i) in object (executable) code form, (ii) on a single computer (the
"Computer "), and (iii) for your internal use only. You understand that You must comply with VERIFONE's
Software registration policies and the failure to comply with those policies may result in the disablement of the
Software. The Software is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed
into permanent memory (e.g. hard disk, CD -ROM, or other storage device) of a computer.
2. COPYRIGHT. The Software and all copies provided to you are licensed and not sold. All title to the Software
resides and remains in VERIFONE and its suppliers. The Software is protected by U.S. copyright laws and
international copyright treaties. You may make one copy of the Software solely for backup or archival purposes.
You may not copy any documentation accompanying the Software.
3. OTHER RESTRICTIONS. You may not decompile, disassemble, or otherwise reverse engineer the Software,
except to the extent that the foregoing restriction is expressly prohibited by applicable law. You may not sublicense,
lend, lease, donate, sell, load, pledge, or distribute (on a temporary or permanent basis) the Software. You may not
use the Software for commercial time - sharing, rental, or service bureau use.
4. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with RESTRICTED RIGHTS. Use,
duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013 or subparagraphs (c)(1) and (2) of
the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227 -19, as applicable. Contractor/
manufacturer is VeriFone, Inc., 2099 Gateway Place, Suite 600, San Jose, CA 95110.
5. LIMITED WARRANTY. VERIFONE warrants that the magnetic media on which the Software is contained
shall be free from defects in materials and workmanship under normal use for a period of thirty (30) days after the
purchase date. If you discover physical defects in the media on which the Software is distributed, VERIFONE will
replace the media within that warranty period. If You are not completely satisfied with the Software, and you
purchased the Software directly from VERIFONE, you may return it to VERIFONE for a refund, provided that you
do so within thirty (30) days of purchase. If You purchased the Software from a Reseller, You should contact the
Reseller regarding availability of a refund.
6. SUPPORT. You must purchase support for the Software for the first year after Software activation. Support may
be purchased from the Reseller or from VERIFONE. Support is available from VERIFONE by telephone during the
hours of 9 a.m. to 9 p.m. Eastern Time, seven days a week; these hours are subject to change.
7. NO OTHER WARRANTIES. EXCEPT FOR THE WARRANTIES PROVIDED HEREIN, THE SOFTWARE
IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERIFONE
DISCLAIMS ALL OTHER WARRANTIES REGARDING THE SOFTWARE, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING WITHOUT LMTATION THE IM[PL1ED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON - INFRINGEMENT OF THIRD
PARTY RIGHTS. THE LAMIITED WARRANTY IN SECTION 5 GIVES YOU SPECIFIC LEGAL RIGHTS. YOU
MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
8. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. VERIFONE AND ALL PARTIES INVOLVED IN
THE CREATION OR DELIVERY OF THE SOFTWARE TO YOU SHALL HAVE NO LIABILITY TO YOU OR
ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LMTED TO, LOSS OF PROFITS, GOODWILL OR SAVINGS,
FullCourt Enterprise Complete Agreement
Page 31 of 32
DOWNTIME, DAMAGE TO OR REPLACEMENT OF SOFTWARE AND DATA) ARISING FROM CLAIMS
BASED IN WARRANTY, CONTRACT, TORT OR OTHERWISE, RELATING IN ANY MANNER TO THE
SOFTWARE, EVEN IF VERIFONE OR ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH CLAIM OR DAMAGE. IN ANY CASE, VERIFONE'S ENTIRE LIABILITY RELATING IN ANY
MANNER TO THE SOFTWARE, REGARDLESS OF THE FORM OR NATURE OF THE CLAIM, SHALL BE
LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. ANY WRITTEN OR
ORAL INFORMATION OR ADVICE GIVEN BY VERIFONE'S DEALERS, DISTRIBUTORS, AGENTS OR
EMPLOYEES WILL IN NO WAY INCREASE THE SCOPE OF THIS WARRANTY. BECAUSE SOME
STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT
APPLY TO YOU.
9. TERMINATION. VERIFONE may terminate this Agreement at any time as a result of a breach by You of any
of the terms or conditions herein, by giving YOU written notice of termination. Upon any termination of this
Agreement, You shall immediately remove from your Computer all copies of the Software and certify to
VERIFONE such removal.
10. EXPORT/LAWS. You shall fully comply with all laws and regulations of the United States and other countries
relating to the export, import and use of the Software. You will defend, indemnify and hold harmless VERIFONE
from and against any and all claims, proceedings, losses, damages, liabilities, fines, penalties, costs, and fees
(including reasonable attorneys' fees) arising in connection with any violation of any regulation of any United States
or other governmental authority relating to the use of the Software by You or your agents.
11. MISCELLANEOUS. This Agreement constitutes the entire agreement between VERIFONE and You and
supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, relating
to the subject matter hereof. This Agreement will be governed by the laws of the State of California, without regard
to its conflict of law provisions. Each party consents to the exclusive jurisdiction and venue of the appropriate courts
in Santa Clara County, California for all disputes arising out of or relating to this Agreement. The prevailing party in
any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys' fees and
other reasonable costs incurred in the action or proceedings. The failure of a party to exercise or enforce any right or
provision of this Agreement will not constitute a waiver of such right or provision. You may not assign this
Agreement, in whole or in part, without VERIFONE's prior written consent. Notwithstanding the foregoing, you
may assign this Agreement in its entirety without VERIFONE's consent to any entity that buys or otherwise
acquires all or substantially all of Your assets, provided You give VERIFONE written notice of such assignment. If
any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the
court should endeavor to give the maximum effect to the parties' intentions as reflected in the provision, and that the
other provisions of the Agreement shall remain in full force and effect. In addition to those obligations that have
accrued prior to termination, Sections 3, 4 and 7 through 11 shall survive any termination of this Agreement. All
notices, demands, or consents required or permitted hereunder shall be in writing and shall be delivered in person or
sent via overnight delivery or certified mail to the respective parties. Notices for VERIFONE shall be sent to
VERIFONE's Corporate Legal Director at 2099 Gateway Place, Suite 600, San Jose, CA 95110 or such other
address as shall have been given to You in writing. Notices for You shall be sent to the address in VERIFONE's
customer database, or such other address as shall have been given to VERIFONE in writing. Such notices shall be
deemed effective upon the earliest to occur of: (i) actual delivery; or (ii) three days after mailing, addressed and
postage prepaid, return receipt requested.
Rev. 11/26/07 4' Copyright 2010. VeriFone, Inc. All Rights Reserved. rr I
Initials k) P
FullCourt Enterprise Complete Agreement
Page 32 of 32
A
Avon
ADDENDUM NO. 1:
MUNICIPAL PROVISIONS
In the event the terms and conditions of this Addendum No. 1 conflict in whole or in part with the
terms and conditions of the Services Agreement and the Town of Avon as the Customer, the
terms and conditions of this Addendum No. 1 shall control.
A.1. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to
waive, limit, or otherwise modify any governmental immunity that may be available by law
to the Town, its officials, employees, contractors, or agents, or any other person acting on
behalf of the Town and, in particular, governmental immunity afforded or available
pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the
Colorado Revised Statutes.
A.2. Affirmative Action: Contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex or national origin. Contractor will take
affirmative action to ensure applicants are employed, and employees are treated during
employment without regard to their race, color, religion, sex or national origin. Such action
shall include, but not be limited to the following: employment, upgrading, demotion or
transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other
forms of compensation; and selection for training, including apprenticeship.
A.3. Article X, Section 20/TABOR: The Parties understand and acknowledge that the Town is
subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not
intend to violate the terms and requirements of TABOR by the execution of this
Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal
year direct or indirect debt or obligation within the meaning of TABOR and, therefore,
notwithstanding anything in this Agreement to the contrary, all payment obligations of the
Town are expressly dependent and conditioned upon the continuing availability of funds
beyond the term of the Town's current fiscal period ending upon the next succeeding
December 31. Financial obligations of the Town payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted, and otherwise made
available in accordance with the rules, regulations, and resolutions of Town of Avon, and
other applicable law. Upon the failure to appropriate such funds, this Agreement shall be
terminated.
A.4. Employment of or Contracts with Illegal Aliens: Contractor shall not knowingly employ
or contract with an illegal alien to perform work under this Agreement. Contractor shall not
contract with a subcontractor that fails to certify that the subcontractor does not knowingly
employ or contract with any illegal aliens. By entering into this Agreement, Contractor
certifies as of the date of this Agreement it does not knowingly employ or contract with an
illegal alien who will perform work under the public contract for services and that the
contractor will participate in the e- verify program or department program in order to
confirm the employment eligibility of all employees who are newly hired for employment to
perform work under the public contract for services. The Contractor is prohibited from
using either the e- verify program or the department program procedures to undertake pre-
employment screening of job applicants while this Agreement is being performed. If the
Contractor obtains actual knowledge that a subcontractor performing work under this
Addendum No. 1 to Services Agreement: FullCourt Enterprise, Justice Sytems, Inc. and the Town of Avon
Page 1 of 3
Agreement knowingly employs or contracts with an illegal alien, the Contractor shall be
required to notify the subcontractor and the Town within three (3) days that the Contractor
has actual knowledge that a subcontractor is employing or contracting with an illegal alien.
The Contractor shall terminate the subcontract if the subcontractor does not stop
employing or contracting with the illegal alien within three (3) days of receiving the notice
regarding Contractor's actual knowledge. The Contractor shall not terminate the
subcontract if, during such three days, the subcontractor provides information to establish
that the subcontractor has not knowingly employed or contracted with an illegal alien. The
Contractor is required to comply with any reasonable request made by the Department of
Labor and Employment made in the course of an investigation undertaken to determine
compliance with this provision and applicable state law. If the Contractor violates this
provision, the Town may terminate this Agreement, and the Contractor may be liable for
actual and /or consequential damages incurred by the Town, notwithstanding any limitation
on such damages provided by such Agreement.
A.S. Ownership of Documents: The Town acknowledges that they are licensing copyrighted
intellectual property from the Contractor, and that all work product associated with the
licensed system remains the sole property of the Contractor. ,
aed d9GIAR; s- pFedUGed -by-the GeRtFaG PUF6uaRt-tG this AgFeeFneRt Shall beGGFFI e
UPOR delivery aad shall• not -be tide rubjest -te ally s�OgN
—ted ►d - del+vefed pefsuaRt
to the 66FViG86 eutlined an t#ls ,49FeemeRt -m be pFGt8Gted by a GOPYFight hold by4he
Cen#astef FesewesaJl Fig#tS gFaated te it by aRY GOpyFight. The Town
shall not reproduce, sell, or otherwise make copies of any copyrighted material, subject to
the following exceptions: (1) for exclusive use internally by Town staff and /or employees;
or (2) pursuant to a request under the Colorado Open Records Act, § 24 -72 -203, C.R.S.,
to the extent that such statute applies; or (3) pursuant to law, regulation, or court order.
The Contractor waives any right to prevent its name from being used in connection with
the Services.
A.6. No Waiver of Rights: A waiver by any Party to this Agreement of the breach of any term
or provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either Party. The Town's approval or acceptance of, or payment
for, services shall not be construed to operate as a waiver of any rights or benefits to be
provided under this Agreement. No covenant or term of this Agreement shall be deemed
to be waived by the Town except in writing signed by the Town Council or by a person
expressly authorized to sign such waiver by resolution of the Town Council of the Town of
Avon, and any written waiver of a right shall not be construed to be a waiver of any other
right or to be a continuing waiver unless specifically stated.
A.7. Binding Effect: The Parties agree that this Agreement, by its terms, shall be binding
upon the successors, heirs, legal representatives, and assigns.
A.B. Limitation of Damages: The Parties agree that Contractor's remedies for any claims
asserted against the Town shall be limited to proven direct damages in an amount not to
exceed amounts due under the Agreement and that Town shall not be liable for indirect,
incidental, special, consequential or punitive damages, including but not limited to lost
profits.
Addendum No. 1 to Services Agreement: FullCourt Enterprise, Justice Sytems, Inc. and the Town of Avon
Page 2 of 3
A.9. No Third Party Beneficiaries: Nothing contained in this Agreement is intended to or shall
create a contractual relationship with, cause of action in favor of, or claim for relief for, any
third party, including any agent, sub - consultant or sub - contractor of Contractor. Absolutely
no third party beneficiaries are intended by this Agreement. Any third -party receiving a
benefit from this Agreement is an incidental and unintended beneficiary only.
A.10.Governina Law, Venue, and Enforcement: This Agreement shall be governed by and
interpreted according to the law of the State of Colorado. Venue for any action arising
under this Agreement shall be in the appropriate court for Eagle County, Colorado. To
reduce the cost of dispute resolution and to expedite the resolution of disputes under this
Agreement, the Parties hereby waive any and all right either may have to request a jury
trial in any civil action relating primarily to the enforcement of this Agreement. The Parties
agree that the rule that ambiguities in a contract are to be construed against the drafting
party shall not apply to the interpretation of this Agreement. If there is any conflict
between the language of this Agreement and any exhibit or attachment, the language of
this Agreement shall govern.
A.11.Survival of Terms and Conditions: The Parties understand and agree that all terms and
conditions of the Agreement that require continued performance, compliance, or effect
beyond the termination date of the Agreement shall survive such termination date and
shall be enforceable in the event of a failure to perform or comply.
A.12.Assiunment and Release: All or part of the rights, duties, obligations, responsibilities, or
benefits set forth in this Agreement shall not be assigned by Contractor without the
express written consent of the Town Council for the Town of Avon. Any written
assignment shall expressly refer to this Agreement, specify the particular rights, duties,
obligations, responsibilities, or benefits so assigned, and shall not be effective unless
approved by resolution or motion of the Town Council for the Town of Avon. No
assignment shall release the Applicant from performance of any duty, obligation, or
responsibility unless such release is clearly expressed in such written document of
assignment.
A.13.Severability: Invalidation of any of the provisions of this Agreement or any paragraph
sentence, clause, phrase, or word herein or the application thereof in any given
circumstance shall not affect the validity of any other provision of this Agreement.
ADDENDUM NO. 1 READ, UNDERSTOOD AND APPROVED:
TOWN OF AVON CONTRAC
BY:
Virginia Egger, Town I er
Addendum No. 1 to Services Agreement: FullCourt Enterprise, Justice Sytems, Inc. and the Town of Avon
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