HomeMy WebLinkAbout14- CompassCom Professional Services Agreement for Street Department AVL4 440;
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 17`" day of November, 2014, by and
between the CITY OF BOZEMAN, MONTANA, a self governing municipal corporation
organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse
Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771,
hereinafter referred to as "City," and, CompassCom, hereinafter referred to as "Contractor."
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Purpose: City agrees to enter this Agreement with Contractor to perform the
services and provide software and hardware as set forth herein. All exhibits to this Agreement are
incorporated herein by this reference. In the case of conflicts between this Agreement and the
Exhibits, unless specifically provided otherwise, the Agreement governs.
2. Term/Effective Date: This Agreement is effective upon the date of its execution.
3. Scope of Work; Testing; Software Licenses: Contractor will perform the work
and provide the products and services set forth in the Scope of Services, Exhibit B. Services and
equipment supplied by Contractor under this Agreement will be tested and accepted by the City in
accordance with the procedures set out in the Acceptance Test Plan, Exhibit D. The City's use of
the software provided by Contractor under the Scope of Services is governed by the terms in the
End User License Agreement, Exhibit E, the CompassTrac License Agreement, Exhibit F, and the
LDE License Agreement, Exhibit G.
4. Payment: City agrees to pay Contractor the amount specified in the Price Schedule,
Exhibit C. Any alteration or deviation from the described services that involves additional costs
above the Agreement amount will be performed by Contractor after written request by the City, and
will become an additional charge over and above the amount listed in the Scope of Services. The
City must agree in writing to any additional charges.
Professional Services Agreement for Streets Department AVL
FY 2015
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5. Contractor's Representations: To induce City to enter into this Agreement,
Contractor makes the following representations:
a.Contractor has familiarized itself with the nature and extent of this Agreement, the
Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules,
and regulations that in any manner may affect cost, progress or performance of the Scope of
Services.
b.Contractor represents and warrants to City that it has the experience and ability to
perform the services required by this Agreement; that it will perform said services in a professional,
competent and timely manner and with diligence and skill; that it has the power to enter into and
perform this Agreement and grant the rights granted in it; and that its performance of this
Agreement shall not infringe upon or violate the rights of any third party, whether rights of
copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever,
or violate any federal, state and municipal laws. The City will not determine or exercise control as
to general procedures or formats necessary to have these services meet this warranty.
6. Independent Contractor Status/Labor Relations: The parties agree that
Contractor is an independent contractor for purposes of this Agreement and is not to be considered
an employee of the City for any purpose. Contractor is not subject to the terms and provisions of
the City's personnel policies handbook and may not be considered a City employee for workers'
compensation or any other purpose. Contractor is not authorized to represent the City or otherwise
bind the City in any dealings between Contractor and any third parties.
Contractor shall comply with the applicable requirements of the Workers' Compensation
Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter
71, MCA. Contractor shall maintain workers' compensation coverage for all members and
employees of Contractor's business, except for those members who are exempted by law.
Contractor shall furnish the City with copies showing one of the following: (1) a binder for
workers' compensation coverage by an insurer licensed and authorized to provide workers'
compensation insurance in the State of Montana; or (2) proof of exemption from workers'
compensation granted by law for independent contractors.
Professional Services Agreement for Streets Department AVL
FY 2015
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Contractor shall indemnify, defend, and hold the City harmless from any and all claims,
demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in
connection with any labor problems or disputes or any delays or stoppages of work associated with
such problems or disputes.
7. Indemnity/Waiver of Claims/Insurance: For other than professional services
rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and
hold harmless the City, its agents, representatives, employees, and officers (collectively referred to
for purposes of this Section as the City) from and against any and all claims, demands, actions, fees
and costs (including attorney's fees and the costs and fees of and expert witness and consultants),
losses, expenses, liabilities (including liability where activity is inherently or intrinsically
dangerous) or damages of whatever kind or nature connected therewith and without limit and
without regard to the cause or causes thereof or the negligence of any party or parties that may be
asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or
resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the
Contractor; (ii) any negligent, reckless, or intentional misconduct of any of the Contractor's agents.
For the professional services rendered, to the fullest extent permitted by law, Contractor
agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and
expenses, including reasonable defense attorney fees, to the extent caused by the negligence or
willful misconduct of the Contractor or Contractor's agents or employees.
Such obligations shall not be construed to negate, abridge, or reduce other rights or
obligations of indemnity that would otherwise exist. The indemnification obligations of this Section
must not be construed to negate, abridge, or reduce any common-law or statutory rights of the
indemnitee(s)which would otherwise exist as to such indemnitee(s).
Contractor's indemnity under this Section shall be without regard to and without any right to
contribution from any insurance maintained by City.
Should any indemnitee described herein be required to bring an action against the Contractor
to assert its right to defense or indemnification under this Agreement or under the Contractor's
applicable insurance policies required below the indemnitee shall be entitled to recover reasonable
costs and attorney fees incurred in asserting its right to indemnification or defense but only if a
court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or
was obligated to indemnify the indemnitee for a claim(s) or any portion(s)thereof.
Professional Services Agreement for Streets Department AVL
FY 2015
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In the event of an action filed against City resulting from the City's performance under this
Agreement,the City may elect to represent itself and incur all costs and expenses of suit.
Contractor also waives any and all claims and recourse against the City or its officers, agents
or employees, including the right of contribution for loss or damage to person or property arising
from, growing out of, or in any way connected with or incident to the performance of this
Agreement except "responsibility for his own fraud, for willful injury to the person or property of
another, or for violation of law, whether willful or negligent"as per 28-2-702, MCA.
These obligations shall survive termination of this Agreement and the services performed
hereunder.
In addition to and independent from the above, Contractor shall at Contractor's expense
secure insurance coverage through an insurance company or companies duly licensed and
authorized to conduct insurance business in Montana which insures the liabilities and obligations
specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any
exclusion for liabilities specifically assumed by the Contractor in subsection (a) of this Section.
The insurance shall cover and apply to all claims, demands, suits, damages, losses, and
expenses that may be asserted or claimed against, recovered from, or suffered by the City without
limit and without regard to the cause therefore and which is acceptable to the City and Contractor
shall furnish to the City an accompanying certificate of insurance and accompanying endorsements
in amounts not less than as follows:
Workers' Compensation— statutory;
Employers' Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;
Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate;
Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000
annual aggregate; and
Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate.
The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers,
agents, and employees, shall be endorsed as an additional or named insured on a primary non-
contributory basis on both the Commercial General and Automobile Liability policies. The
Professional Services Agreement for Streets Department AVL
FY 2015
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insurance and required endorsements must be in a form suitable to City and shall include no less
than a sixty (60) day notice of cancellation or non-renewal. The City must approve all insurance
coverage and endorsements prior to the Contractor commencing work. Contractor shall notify City
within two (2) business days of Contractor's receipt of notice that any required insurance coverage
will be terminated or Contractor's decision to terminate any required insurance coverage for any
reason.
The City must approve all insurance coverage and endorsements prior to the
Contractor commencing work.
Professional Services Agreement for Streets Department AVL
FY 2015
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8. Termination for Contractor's Fault:
a. If Contractor refuses or fails to timely do the work, or any part thereof, or
fails to perform any of its obligations under this Agreement, or otherwise breaches any terms
or conditions of this Agreement, the City may, by written notice, terminate this Agreement
and the Contractor's right to proceed with all or any part of the work ("Termination Notice
Due to Contractor's Fault"). The City may then take over the work and complete it, either
with its own resources or by re-letting the contract to any other third party.
b. In the event of a termination pursuant to this Section 8, Contractor shall be
entitled to payment only for those services and equipment Contractor actually provided.
c.Any termination provided for by this Section 8 shall be in addition to any
other remedies to which the City may be entitled under the law or at equity.
d. In the event of termination under this Section 8, Contractor shall, under no
circumstances, be entitled to claim or recover consequential, special, punitive, lost business
opportunity, lost productivity, field office overhead, general conditions costs, or lost profits
damages of any nature arising, or claimed to have arisen, as a result of the termination.
9. Termination for City's Convenience:
a.Should conditions arise which, in the sole opinion and discretion of the City,
make it advisable to the City to cease performance under this Agreement City may terminate
this Agreement by written notice to Contractor ("Notice of Termination for City's
Convenience"). The termination shall be effective in the manner specified in the Notice of
Termination for City's Convenience and shall be without prejudice to any claims that the
City may otherwise have against Contractor.
b. Upon receipt of the Notice of Termination for City's Convenience, unless
otherwise directed in the Notice, the Contractor shall immediately cease performance under
this Agreement and make every reasonable effort to refrain from continuing work, incurring
additional expenses or costs under this Agreement and shall immediately cancel all existing
orders or contracts upon terms satisfactory to the City. Contractor shall do only such work
as may be necessary to preserve, protect, and maintain work already completed or
immediately in progress.
Professional Services Agreement for Streets Department AVL
FY 2015
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c.In the event of a termination pursuant to this Section 9, Contractor is entitled
to payment only for those services and equipment Contractor actually provided on or before
the receipt of the Notice of Termination for City's Convenience.
d. The compensation described in Section 9(c) is the sole compensation due to
Contractor for its performance of this Agreement. Contractor shall, under no circumstances,
be entitled to claim or recover consequential, special, punitive, lost business opportunity,
lost productivity, field office overhead, general conditions costs, or Iost profits damages of
any nature arising, or claimed to have arisen, as a result of the termination.
10. Limitation on Contractor's Damages; Time for Asserting Claim:
a.In the event of a claim for damages by Contractor under this Agreement,
Contractor's damages shall be limited to contract damages and Contractor hereby expressly
waives any right to claim or recover consequential, special, punitive, lost business
opportunity, lost productivity, field office overhead, general conditions costs, or lost profits
damages of any nature or kind.
b. In the event Contractor wants to assert a claim for damages of any kind or
nature, Contractor shall provide City with written notice of its claim, the facts and
circumstances surrounding and giving rise to the claim, and the total amount of damages
sought by the claim, within ten (10) days of the facts and circumstances giving rise to the
claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights
to assert such claim.
11. Representatives:
a.City's Representative: The City's Representative for the purpose of this
Agreement shall be Jon Henderson (GIS Manager) or such other individual as City shall
designate in writing. Whenever approval or authorization from or communication or
submission to City is required by this Agreement, such communication or submission shall
be directed to Jon Henderson as the City's Representative and approvals or authorizations
shall be issued only by such Representative; provided, however, that in exigent
circumstances when City's Representative is not available, Contractor may direct its
communication or submission to other designated City personnel or agents as listed above
and may receive approvals or authorization from such persons.
Professional Services Agreement for Streets Department AVL
FY 2015
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b. Contractor's Representative: The Contractor's Representative for the
purpose of this Agreement shall be Emily Renfro (Project Manager) or such other individual
as Contractor shall designate in writing. Whenever direction to or communication with
Contractor is required by this Agreement, such direction or communication shall be directed
to Contractor's Representative; provided, however, that in exigent circumstances when
Contractor's Representative is not available, City may direct its direction or communication
to other designated Contractor personnel or agents.
12. Permits: Contractor shall provide all notices, comply with all applicable laws,
ordinances, rules, and regulations, obtain all necessary permits, licenses, and inspections from
applicable governmental authorities,and pay all fees and charges in connection therewith.
13 Laws and Regulations: Contractor shall comply fully with all applicable state and
federal laws, regulations, and municipal ordinances including, but not limited to, all workers'
compensation laws, all environmental laws including,but not limited to, the generation and disposal
of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and
provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County,
and State building and electrical codes, the Americans with Disabilities Act, and all non-
discrimination, affirmative action, and utilization of minority and small business statutes and
regulations.
14. Nondiscrimination: The Contractor will have a policy to provide equal
employment opportunity in accordance with all applicable state and federal anti-discrimination
laws, regulations, and contracts. The Contractor will not refuse employment to a person, bar a
person from employment, or discriminate against a person in compensation or in a term, condition,
or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital
status, national origin, actual or perceived sexual orientation, gender identity, physical or mental
disability, except when the reasonable demands of the position require an age, physical or mental
disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title
VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations
promulgated thereunder. The Contractor shall require these nondiscrimination terms of its sub-
Contractors providing services under this agreement.
15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training:
Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or
Professional Services Agreement for Streets Department AVL
FY 2015
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illegal drugs, by any employee or agent engaged in services to the City under this Agreement while
on City property or in the performance of any activities under this Agreement. Contractor
acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S.
Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse
prevention plans and related testing. City shall have the right to request proof of such compliance
and Contractor shall be obligated to furnish such proof.
The Contractor shall be responsible for instructing and training the Contractor's employees
and agents in proper and specified work methods and procedures. The Contractor shall provide
continuous inspection and supervision of the work performed. The Contractor is responsible for
instructing his employees and agents in safe work practices.
16. Modification and Assignability: This Agreement may not be enlarged, modified or
altered except by written agreement signed by both parties hereto. The Contractor may not
subcontract or assign Contractor's rights, including the right to compensation or duties arising
hereunder, without the prior written consent of City. Any subcontractor or assignee will be bound
by all of the terms and conditions of this Agreement.
17. Reports/Accountability/Public Information: Contractor agrees to develop and/or
provide documentation as requested by the City demonstrating Contractor's compliance with the
requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons
authorized by the City to inspect and copy its books and records for the purpose of verifying that the
reimbursement of monies distributed to Contractor pursuant to this Agreement was used in
compliance with this Agreement and all applicable provisions of federal, state, and local law. The
Contractor shall not issue any statements, releases or information for public dissemination without
prior approval of the City.
18. Non-Waiver: A waiver by either party any default or breach by the other party of
any terms or conditions of this Agreement does not limit the other party's right to enforce such term
or conditions or to pursue any available legal or equitable rights in the event of any subsequent
default or breach.
19. Attorney's Fees and Costs: That in the event it becomes necessary for either Party
of this Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement
or to give any notice required herein, then the prevailing Party or the Party giving notice shall be
Professional Services Agreement for Streets Department AVL
FY 2015
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entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel
to include City Attorney.
20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings.
21. Dispute Resolution:
a. Any claim, controversy, or dispute between the parties, their agents,
employees, or representatives shall be resolved first by negotiation between senior-level
personnel from each party duly authorized to execute settlement agreements. Upon mutual
agreement of the parties, the parties may invite an independent, disinterested mediator to
assist in the negotiated settlement discussions.
b. If the parties are unable to resolve the dispute within thirty(30)days from the
date the dispute was first raised, then such dispute may only be resolved in a court of
competent jurisdiction in compliance with the Applicable Law provisions of this Agreement.
22. Survival: Contractor's indemnification shall survive the termination or expiration of
this Agreement for the maximum period allowed under applicable Iaw.
23. Headings: The headings used in this Agreement are for convenience only and are
not be construed as a part of the Agreement or as a limitation on the scope of the particular
paragraphs to which they refer.
24. Severability: If any portion of this Agreement is held to be void or unenforceable,
the balance thereof shall continue in effect.
25. Applicable Law: The parties agree that this Agreement is governed in all respects
by the laws of the State of Colorado.
26. Binding Effect: This Agreement is binding upon and inures to the benefit of the
heirs, legal representatives, successors, and assigns of the parties.
27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the
parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or
Professional Services Agreement for Streets Department AVL
FY 2015
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enforced by a third party.
28. Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
29. Integration: This Agreement and all Exhibits attached hereto constitute the entire
agreement of the parties. Covenants or representations not contained therein or made a part thereof
by reference, are not binding upon the parties. There are no understandings between the parties
other than as set forth in this Agreement. All communications, either verbal or written, made prior
to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of
this Agreement by reference.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above written.
CITY OF BOZEMAN, MONTANA CompassCo
CONT '/TOR
By 4
Chris Kukulski, City Manager rent Willing,President
APPROVED AS TO FORM:
By
Greg ul n, Bozeman City Attorney
Professional Services Agreement for Streets Department AVL
FY 2015
Page 11 of 11
COMPaSSCOM Quote
12353 E. Easter Ave.
Date Quote#
Suite 200 8/28/2014 460
Centennial, CO 80112
800.787.0651
Name/Address Ship To
Bozeman,City of Bozeman,City of
Jon Henderson Jon Henderson
20 E.Olive 20 E.Olive
Bozeman,MT 59771 Bozeman.MT 59771
Terms Rep Ship Via
DS-N Origin
Item Description Qty Rate Total
c-9-001-10601-04... CompassLDE Base License 1 5.995.00 5,995.00T
CompassTrac CompassTrac Workstation Software License 5 1,175.00 5.875.00T
c-9-001-10602-04... CompassLDE per Vehicle License 15 195.00 2.925.007
LMU26H200-G10... LMU2620 Int.Antenna HSPA 15 140.00 2,100.00T
5C908 Power Harness 20 pin fused with 1/0 15 10.00 150.00T
c-7-001-40701-00... CompassCom Programming of In-Vehicle Components 15 50.00 750.00
NBN1530GK6OA... Proximity Sensor 7 135.00 945.001
Cityworkds Cityworks AVL Module 1 2,995.00 2.995.001
Service-Install-s Software Installations per hour 4 125.00 500.00
Subtotal S22.235.00
Does not include shipping charges unless specified. A 30%restocking fee will be charged Sales Tax (0.0%) -
to all items returned. All returned items must be 0-00— -
un-used and in their original
Subject to acceptance within 30 days. condition. Total 22,235.00
Signature
Signature
Compass Corn
Exhibit B
Scope of the Subscription and Services
The services listed in this document are in relation to an AVL project for the City of
Bozeman. This document will serve as an example for the project.
Contract Mobility—Week 1
A purchase order is issued and the contract is signed for all hardware and
software necessary for the project. Hardware requirements are determined and
system architecture is discussed with the customer, this is also the stage where
hardware is ordered.
System Staging at CompassCom Week 2
When all hardware has arrived at CompassCom, it will be programmed with an
applicable GPS PEG script for the network. In addition, the entire system will be
staged in the CompassCom lab for initial testing and certification.
Delivery of Hardware to City of Bozeman—Week 3
When staging is complete, all hardware will be delivered to the City of
Bozeman.
Integration of AVL server—Week 2
Server software installation and installation of CompassTrac®will occur. This
will correspond with the installation of in-vehicle units and the entire system will
be tested for operability.
In-vehicle equipment installation Week 3
Installation will occur at City of Bozeman Vehicle Maintenance Shop.
Training —Week 3-4
One of CompassCom's certified trainers will perform server and client-side
training for City of Bozeman personnel for the purpose of system administration,
software use and maintenance.
System Acceptance Week 4
Once training is completed, pilot vehicle hardware packages have been installed,
and the system is operational, City of Bozeman project team will review the
CompassLDE® and CompassTrac®Acceptance Test Procedure (ATP)
documents and sign off if all functional criteria have been met. Once system
acceptance has occurred, the City of Bozeman can add additional vehicle
hardware packages and copies of CompassTrac® or CornpassTrac® Mobile at
any time.
Page 1 of 3
Compass Corn
Expanding the System
The Customer can add vehicles to the system at any time. Hardware ordered
from CompassCom will arrive pre-configured to the customer's specifications.
Once installation is complete, the vehicles need only to be added to the
CompassLDE®database by appropriate personnel and the system will instantly
be expanded. No other user interaction is necessary for system growth.
Equipment Warranties
Calamp's hardware warranty includes all hardware repairs based on normal use
for a period of 1 year from shipment from the factory. All returns will be shipped
directly to Calamp upon receipt of an RMA number from COMPASSCOM
SOFTWARE. All third party warranties are subject to change by the manufacturer.
Customer Support
CompassCom will offer 6am to 6pm MST, Monday-Friday, phone support for the
system. Hardware related issues are not easily solved remotely.
CompassCom will work with the customer to discuss appropriate spare parts
strategy of in-vehicle components for rapid replacement. CompassCom will
discuss with the City of Bozeman Street Superintendent an appropriate
maintenance personnel strategy. If appropriate, CompassCom can also discuss
GIS related data issues and data integration with the customer GIS personnel.
Standard technical support includes:
1. Situational triage— a COMPASSCOM SOFTWARE engineer will work with their
client engineer counterpart to troubleshoot the problem, isolating the incident to
its root cause.
a. In many instances the identified issue is born from software installation,
network configuration, and myriad other collateral issues not directly
related to the COMPASSCOM SOFTWARE. The COMPASSCOM
SOFTWARE engineer will use their best efforts to provide FAQ
assistance in these cases but is not responsible for issues outside the
software itself.
2. Solution development—the COMPASSCOM SOFTWARE engineer will,
leveraging their extensive knowledge of the COMPASSCOM SOFTWARE
environment identify best practices solutions to identified software problems.
Solutions may include the delivery of software patches where problems are
clearly the result of a software error.
a. COMPASSCOM SOFTWARE warrants the merchantability of their
software to the limits stated in the end user license agreement, but offers
no guarantee that the software will perform to specification in
environments that do not meet the published platform and network
environment standards into which this software is introduced.
Page 2 of 3
CompassCom
b. COMPASSCOM SOFTWARE will pursue a best effort approach to
ensuring software compatibility with operating environments, but neither
warrants nor guarantees operability in all environments.
o COMPASSCOM SOFTWARE will, for a fee, develop incremental, user
requested code changes to the software.
CompassCom Software will provide written documentation relating to any
upgrades or changes to the software.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
Accepted for:Accepted for:
C. passCom Softw:r- Corp.
CC2bs:
BY: F '
r LA,1 17, BY: aV;SA.. v fav)S 1t •
TITLE:V)121 1 TITLE: Cr-r-y , I uha ger
DATE: 7L
DATE: < < 111
Page 3 of 3
Compass Corn
EXHIBIT "C"
PRICE SCHEDULE
AVL SYSTEM SOFTWARE & HARDWARE
GENERAL
A. Prices stated include all costs associated with the performance of the
services specified, including materials, supervision, labor, software
licenses,and related costs.
B. Prices and/or discounts stated shall be firm for the full term of this
Agreement, including any renewal terms.
II. PRICING
A. The price to be paid for the individual AVL equipment purchase, warranty
and support service for the first year after installation and acceptance of
such System shall be based on the following:
See Appendix A
B. For any additional purchases of any items of hardware or software identified
in Paragraph"A" above, the unit prices listed in Paragraph"A" above for such
items shall apply. For any additional purchases of any items of hardware or
software related to the AVL system that are not identified in Paragraph A
above,the unit prices of such items shall be no greater than Compasscom's
list price at the time the order is placed. Prices can change with 30 days
written notice.
Page 1 of 3
CompassCom
III. INVOICING AND PAYMENT
A.shall make payment to CompassCom for all products and/or
services provided by CompassCom pursuant to this Agreement.
CompassCom shall submit a written invoice, in duplicate, for services
rendered and shall pay the invoiced fee within thirty- (30) days
after receipt of the invoice by
Invoices shall be submitted to:
Payments shall be submitted to:Compasscom Software Corporation
Attention: Accounts Receivable
12353 E. Easter Ave
Centennial, CO 80112
B. Progress payments for the initial system purchase, including all first year
support and maintenance costs, shall be made according to the payment
schedule set forth below.
Milestones Accomplished/Week Payment Description
1. Kick-off meeting
2. 100% of software
2. Determine hardware requirement 100%of hardware
3. Delivery of hardware
4. System staging at CompassCom
5. Integration ofAVL server 50%of services
6 Start of delivery of hardware
7. In-vehicle equipment installation
25%of services
8. Completion of Acceptance Test Plan 25%of services,
Page 2 of 3
Compass
Appendix A
Quantity Description Rate Total
1 CornpassLDE Base License 5,995.00 5,995.00
5 CompassTrac Workstation Software License 1,175.00 5,875.00
15 CompassLDE per Vehicle License 195.00 2,925.00
15 LMU 2620 Int. Antenna HSPA 140.00 2,100.00
15 Power Harness 20 Pin fused with I/O (5C908) 10.00 150.00
CompassCom Programming of In-Vehicle
15 Components 50.00 750.00
7 Proximity Sensors 135.00 945.00
1 Cityworks AVL Module 2,995.00 2,995.00
4 Software Installations per hour 125.00 500.00
Total: 22,235.00
COMPASS •M SOFTWARE CORPORATION ity of Bozem. MT
By: ,By:
Name: a 'OC A V Name: C 11 1;SA 4) ku lcl r
Title: v42- 0-."-M-1Title: Crr(1 o'fci y e c
Page 3 of 3
Compass
EXHIBIT "D" ATP
This document seeks to guide the CompassCom system engineer in receiving
acceptance from a Customer. During the installation and configuration of a system, the
following items can be checked out and accepted by the Customer.
Messaging Unit Installation
Messaging Unit— Config Test
Wireless Network Certification
Back End Hardware
Server Network
Server SW (LDE, Parsers, Adapters, 3rd party)
Database
Client Software
GIS
Training
Acceptance
This document can also serve as a Scope of Work when updated with specific
architecture and configuration methods for a given customer. The following sections
outline a procedure for CompassCom system integrators to ensure proper operation of
the Mobile Resource Management System.
Messaging Unit Installation:
The messaging unit (MU) is the City of Bozeman's. For this contract, the MU is to be
installed by City of Bozeman Vehicle Maintenance Technicians. The installation
instructions have been provided and, at a minimum, will require the device to be
connected to battery (+12 Volts), Ground, and a Switched source such as the ignition.
An external antenna (unless the unit has an internal antenna) will be mounted with a
clear view of the sky and at least 12 inches from existing antennas. Standard coaxial
cable will be run from the antenna to the MU in a manner consistent with professional
radio installation.
MU Acceptance Tests:
Messaging Unit is mounted in an area free from overly harsh environments
temperature, moisture, pressure, etc...)
Messaging Unit is securely mounted with at least 4 screws or the equivalent.
Messaging Unit is connected to + 12V, Ground, and a switch source.
Messaging Unit is connected to the appropriate antenna.
Antenna is free of obstructions, has a clear view of the sky, and is 12 inches from
other transmitting antennas.
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Messaging Unit will power on when the ignition line is high and will power off (or
sleep) when the ignition is low (off). NOTE: there may be a time delay from ign off
to device power down.
Messaging Unit Configuration:
The MU will be configured by CompassCom. The make/model of the equipment is
varies. The specifics of the programming are outlined below:
See Associated Config Script...
MU Configuration Acceptance Tests:
Position Reports are transmitted at the specified time/distance interval.
GPS receiver can track satellites and compute a position.
Position accuracy is consistent with GPS specifications.
Various aspects of the configuration script produce the correct message at the
proper interval.
The MU is labeled with the correct ID and associated with the proper mobile asset.
Wireless Network Certification:
There are many different wireless networks supported by the CompassCom Mobile
Resource Management System. As such, there is no standardized method of
certification. However, basic testing can be performed. All wireless network tests must
be made in areas of known coverage. For this contract, the wireless network used is
Verizon.
Wireless Network Acceptance Tests:
MU acquires a channel and logs into the network.
MU continues to maintain channel lock while moving.
MU can operate in any geographic radio zone as long as RF coverage is sufficient.
MU data packets are transported over the network and end up at the host computer.
If RF signal is lost, the MU will automatically reacquire a channel when the signal is
restored. (Disconnecting the antenna can simulate this scenario).
Back End Hardware:
The back end components consist of one or more server grade computers running the
software components of the MRM system. At a minimum, one server is required to run
the adapters, the server, the reporting service, and the relational database. These
components may be run on multiple machines.
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Back End Hardware Acceptance Tests:
Back end computers meet the minimum requirements
All patches and OS updates have been applied
Computers can boot and successfully log onto the network.
Computers have IP addresses.
TCP connectivity exists between the multiple computers, if applicable.
Network:
The network components consist of the routers, firewalls, proxies, and the domains at
the customer site. Typically, the MRM System is integrated into an existing network. Of
particular importance is the proper routing of MRM data packets to and from the Mobile
Messaging Units. CompassCom has almost no control over these systems so a
qualified network technician working for the Customer must be present to ensure proper
network configuration.
Network Acceptance Tests:
Computers requiring a static IP address are given one.
Firewall is configured to allow the necessary traffic in and out of the network.
All cabling is installed, configured and of industry standard quality.
If bridging TCP subnets, all necessary routers must be configured.
Use TCP and UDP tools to test the end-to-end network routing.
Server Software:
The CompassCom Mobile Resource Management System consists of the following
software components.
CompassLDETM (server software)
Adapters/Parsers (handles messaging to and from the various MU's in use)
Relational Database (to archive all inbound and outbound messages)
CompassLDETM Acceptance Test Procedures:
Start CompassLDETM. The CompassLDETM GUI appears.
Verify in the Status window that CompassLDETM is listening on all appropriate ports
and has opened the DB connections.
Press the History Button on the CompassLDETM UI. There are several options to
what gets saved in the database. Ensure that Position Messages are being saved.
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Start a Parser. The Parser GUI appears.
Verify that the Show button under the Messages window is selected (grayed out).
Verify that messages from the vehicles are scrolling through the Messages window.
See hardware ATP)
Add a CompassLDETM to connect the Parser to.
Connect the Parser to the CompassLDETM
Confirm that the Parser is connected, by verifying that the name of the
CompassLDETM is in the Connected LDETMs window.
Confirm that the Parser is connected, by verifying that the name of the Parser is in
the Connected Parsers window.
Verify that the Show button under the Messages window is selected (grayed out).
Verify that messages from the Parser are scrolling through the Messages window.
Verify, using the database application's GUI that a table has been created in the
history database and that messages are being written.
Confirm that a Client is connected, by verifying that the name of the Client is in the
Connected Clients window. (See Client Software ATP)
Access the Vehicle Database Administrator through the "Details" button in
CompassLDETM. A GUI with Vehicles, Applications, Vehicle Groups, Application
Groups and Password tabs appears.
Add/remove a vehicle.
Edit a vehicle.
Add/remove a destination.
Edit a destination.
Add/remove a vehicle group.
Edit group font, status key and discrete key.
Add/remove vehicles to/from a vehicle group.
Add/remove a destination group.
Edit a destination group.
Add/remove destinations to/from a destination group.
Add/remove a password.
Edit a password.
Add/remove groups and destinations to/from a password.
Verify, using the database application's GUI, that the appropriate tables have been
created in the configuration database and that changes are being written.
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Verify that the logging options of CompassLDETM and the Parsers are set as desired
and writing information to the appropriate log file.
Adapter/Parser Acceptance Test Procedures:
Start the Parser. A GUI appears.
Verify in the status window that the parser is listening on the appropriate ports.
NOTE: different MUs will utilize different ports and protocols to communicate with
the Parser and CompassLDETM. The specific number to check for is dependent
upon the configuration of the MU, the presence of a gateway application, and the
type of wireless network being used.
Add an LDE to the list
Verify the Parser/Adapter connects to all LDEs in the list automatically.
Shut down then restart the LDE. Verify the Parser/Adapter re-connects to the LDE
within the time out period (usually 30 seconds).
Have a Mobile Unit online and confirm that the parser is receiving inbound GPS
messages.
Confirm that the Logging settings are correct and that a log file is being generated at
the file path specified.
Relational Database Acceptance Test Procedures:
Ensure that a supported database is installed on the network or the local machine
Ensure that a functional ODBC data connection has been created.
Ensure that the DSNs of the database are entered into the CompassLDETM config
file
Upon starting CompassLDETM, ensure there are no DB related errors. Usually LDE
will fail to properly start if there is a DB connection problem
Ensure that the CompassLDETM related tables are created when mobile assets,
groups, passwords, and position messages are stored in the DB.
Client Software:
The CompassLDETM server accepts connections from Client software applications
interested in displaying or managing the real time Mobile Resource Management data
from the MUs. CompassCom client applications should display the location of the
Mobile Units on a digital map. CompassCom may provide any of the following client
applications:
CompassTracTM
CompassTracTM Mobile
CompassWorksTM
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Compass
The certification and testing procedure for these applications is nearly the same.
Client Software Acceptance Test Procedures:
Installation:
The Client Application setup program will execute by double clicking on the
SETUP.EXE in the root directory on the CD.
Once the Client Application Setup application starts the user shall be prompted to
accept the license agreement. If the user does not select ACCEPT the setup
application will not allow further installation.
The user shall then be prompted to enter Name, Company, and Serial Number.
User must enter a valid Serial Number (provided by CompassCom) for the setup
application to continue.
The user shall be prompted to select an installation path. The default is C:\Program
Files\CompassCom\Client Application\. The user can select an alternate path.
After installation the user may be asked to restart the PC. The installation program
will restart the computer if the user presses the YES button.
The PC will restart and a Client Application Icon will exist on the Windows Desktop.
Application Start:
When Client Application is started for the first time, a dialog will appear for the user
to enter a name of their client instance.
Upon entering a client instance name the Client Application will start in a window
with the digital map data displayed.
Connecting to CompassLDETM:
NOTE: Depending on the installation, the CompassLDETM information can be "hard
coded" into the configuration scripts of Client ApplicationTM. In this situation, Client
Application will automatically attempt to connect to the LDE (See Step 5. 5 below).
Otherwise, the following steps are necessary.
Selecting "Configuration Values" from the "Edit" menu will invoke a dialog with
several Tabs. Select "LDE Connections"
Users can View the details, add, and delete LDE connections.
By Selecting "ADD" the user will be prompted to enter Name, Address, Port, and
Connect Automatically.
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Compass
After restarting the program, the Client Application will attempt a connection to the
LDE and the user will be prompted to enter a password. NOTE: CompassTracTM
Mobile does not prompt the user for a password.
If the connection attempt fails an Error Dialog will appear and notify the user after
about 45 seconds.
Entering the proper password will allow Client Application to receive real time AVL
data. .
Upon closing and restarting the Client Application application, a connection attempt
to the specified LDE(s) will occur automatically and the user will be prompted to
enter the necessary password.
Online Help:
Selecting Help from the HELP menu will invoke the On-Line help.
On-line help shall be comprehensive and useful.
General Functionality:
The user shall be able to minimize, maximize, expand, or contract the Client
Application window.
The user shall be able to determine the Scale of the map display and the
Latitude/Longitude of the mouse cursor from the status bar at the bottom of the
Client Application window
The user shall be able to press the "Print Map" button or select the Print option from
the FILE menu to print the current map display to the windows default printer
The user shall be able to press the "Map Legend" button or select Map Legend from
the MAP menu to bring up a Map Legend. From this dialog the user shall be able to
Hide or Display a map layer by checking or un-checking the box next to the desired
layer.
Map Display Functionality:
Pressing the "Full Extent" button or selecting Full Extent from the MAP menu shall
zoom out the map to the extents of the data files.
Selecting the "Zoom In" tool by pressing the button or selecting from the MAP menu
will allow the user to click and drag a rectangle in the map window to zoom to the
selected area
Selecting the "Zoom Out" tool by pressing the button or selecting from the MAP
menu will allow the user to click in the map window to zoom out by a scale factor of
2.
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Compass
Zooming into the map shall cause more and more detail to be visible as additional
map layers are displayed. Zooming in to a sufficient scale may cause street name
labels to appear on the map.
Selecting the "Pan" tool by pressing the button or selecting from the MAP menu will
allow the user to drag the pan display up, down, right or left.
Selecting the "Identify" tool by pressing the button or selecting from the MAP menu
will allow the user to click on a feature in the map window to bring up the database
entry on that feature. NOTE: user may have to zoom in to sufficient scale to select
a single feature.
Upon closing and restarting the Client Application, the Map display scale and pan
will be preserved
Users can check the "Map Tips" box, select the data field corresponding to street
name, and as they float the mouse cursor over the map, the name of the street will
appear as a "tip".
General AVL Functionality:
Selecting the "Select" tool and clicking on the center of a vehicle icon will invoke the
Vehicles dialog box. This window will display the current latitude, longitude, speed,
heading, time of last report, status, status age (modified), and monitor status.
Pressing the FOLLOW button will cause the map display to keep the selected
vehicle in the center of the map display.
Pressing the VISIBLE button will cause the vehicle to become visible or invisible on
the map display
Vehicle Management Functionality:
Pressing the "Mobile Asset Information" tool or selecting Mobile Asset Information
from the View menu will bring up the Mobile Assets Information Dialog. User can
select, locate and follow vehicles displayed in the drop down list
Pressing the "Group Information" tool or selecting Group Information from the View
menu will bring up the Status Settings and Monitor Lines windows. From here the
user can select entire groups of vehicles to visible or invisible. NOTE: Definition of
groups is handled by the LDE server and can only be modified by an administrator.
If a mobile status is available (en route, at scene, out-of-service, etc...) the
corresponding vehicle icon color changes and priority can be viewed.
If a mobile is using discrete input lines to monitor lights, sirens, airbag, etc..., the
description, vehicle color, and priority can be viewed. In addition, a dialog box can
be made to appear by checking the Notify box.
By pressing the Timeouts button, users can configure how the vehicles not actively
reporting will be faded then removed from the map display.
Address Location:
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Compass rn
Pressing the "Address Matching" button or selecting Address from the Find menu
will invoke the Locate by Address dialog.
By entering the Number, Prefix, Street Name, Street Type, and Zip code, then
pressing the locate button, Client Application will attempt find the address. If
successful, the map display will pan to the location and a "map pin" will appear on
the screen at the location. NOTE: users must fill in at least a Street Number and
Street Name for GeoCoding to be a success.
By entering a Latitude and Longitude in the Locate by Address dialog, a "map pin"
will appear at the location. NOTE: Lat/Lon must be in decimal degrees with
Longitude being negative in the Western Hemisphere.
By entering a Cross Streets, users will be able to locate the appropriate site.
Map Pins:
By pressing the "Map Pins" button or selecting "Map Pins" from the EDIT menu the
Map Pins" dialog box will be invoked.
By entering a Map Pin Title, pressing ADD, then clicking on the map, a symbol will
appear on the map and be stored in the location database.
Users can change the Icon of the map pin by pressing the < > buttons before placing
the map pin.
User can select and locate previously entered Map Pins from the drop down list.
Replay:
By pressing the Replay button or selecting Replay from the View menu, users can
invoke the Replay Window
User can enter the date, start hour, stop hour, and press the load button to fetch
records from the FDE history database. NOTE: The records must be present in the
DB for this to work— i.e. the date and hour range must be valid and contain data.
User can use the transport buttons (rewind, pause, play, fast forward) to control the
replay. All events logged by LDE will show on the Client Application map.
Users can select ALL, Groups, or Individual Vehicles for replay.
Client Application Removal:
User shall be able to Un-Install the Client Application by using the standard windows
Add/Remove programs.
CompassCom Reporting System:
The CompassCom reporting module is an additional client/server combination of
software to enable desktop users to request fleet analysis reports based on historical
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AVL data. The Report Service typically runs on the same machine as the
CompassLDETM and connects to the database using similar DSNs. The Reporting
Module is the desktop client software automatically installed with CompassTracTM or
CompassWorksTM
Reporting Service:
The reporting service is installed with CompassLDETM
The configuration of the reporting service allows the application to start, connect to
the database and accept connections from a report client
Reporting Client (Reporting Module):
The CompassCom Reporting Module is installed with CompassTracTM and
CompassWorksTM by default. Ensure the application shortcut is on the desktop
The configurations of the client are entered and recorded
The client application starts with no errors and provides the user with a User
Interface from which they can select date ranges, mobile asset groups, and various
canned reports
The user can run request reports and generate a report output
GIS:
The GIS component of a system gives context to the real time position and status of the
mobile units. Typically it is dispatchers, supervisors, and decision makers who are most
interested utilizing the system. GIS layers come in two categories: shape files and
imagery. Shape files are vector based GIS layers with associated attribute tables.
Imagery is raster data provided by aerial photography or satellite remote sensing. GIS
layers for this project will be provided by City of Bozeman GIS Department and will
include the following layers:
TBD
CompassCom GIS technicians will build these layers into an Arc XML project file (AXL)
to be utilized by the Client Software.
GIS Acceptance Test Procedures:
GIS Data appears on the client application.
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The layers mentioned above appear on the map display.
The colors, line styles, and feature labels are set in such a way as to make the map
readable, uncluttered, and visually appealing.
Layers that only display at critical extents (zoom levels) appear and do not overly
clutter the display.
The Client application will be able to geo-code (address search) if the necessary
address range information is present in the attribute tables.
Training:
Training generally comes in two sessions — User Training and Administrator Training.User training is for the client application (CompassTracT , CompassTracTM Mobile,
CompassWorksTM). Administrator training is for administrators only.
Signatures from a customer representative and a CompassCom representative
are required to complete the acceptance.
COMPASCOM SOFTW• 'E CORPcRATION City of Bozeman, MT
By:y: C2Cd I
Name: :tiOAA Name: C\\e;S /. 15 W
Title: Q 1'G' M Title: C• * ! civt c r
Page 11 of 11
Compass orn
Exhibit E
END USER LICENSE AGREEMENT TERMS
IMPORTANT-READ CAREFULLY
COMPASSCOM SOFTWARE CORP. (CSC) IS WILLING TO LICENSE THE COMPASSLDE
SOFTWARE AND RELATED MATERIALS TO YOU ONLY ON THE CONDITION THAT YOU
ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS CSC SOFTWARE
LICENSE AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE
COMPASSLDE SOFTWARE, DATA AND RELATED MATERIALS WILL NOT INSTALL ONTO
YOUR COMPUTER SYSTEM UNTIL YOU HAVE MANIFESTED YOUR ASSENT TO THE
TERMS AND CONDITIONS OF THE CSC SOFTWARE LICENSE AGREEMENT BY CLICKING
THE "YES" BUTTON BELOW. BY CLICKING THE "YES" BUTTON, YOU ARE INDICATING
YOUR ACCEPTANCE OF THE CSC SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT
AGREE TO THE TERMS AND CONDITIONS AS STATED, THEN CSC IS UNWILLING TO
LICENSE THE COMPASSLDE SOFTWARE AND RELATED MATERIALS TO YOU AND YOU
SHOULD CLICK THE "NO" BUTTON BELOW. IN WHICH EVENT, THE COMPASSLDE
SOFTWARE AND RELATED MATERIALS WILL NOT INSTALL ONTO YOUR COMPUTER
SYSTEM.
CompassCom Software Corporation License Agreement
This is a license agreement and not an agreement for sale. This license agreement
Agreement) is between the end user (Licensee) and CompassCom Software Corp. (CSC), and
gives Licensee certain limited rights to use the proprietary CompassCom Software desktop
software and software updates, sample data, online and/or hard-copy documentation and user
guides, including updates thereto, and software keycode or hardware key, as applicable
hereinafter referred to as "Software, Data, and Related Materials"). All rights not specifically
granted in this Agreement are reserved to CSC.
Reservation of Ownership and Grant of License: CSC and its third party licensor(s) retain
exclusive rights, title, and ownership of the copy of the Software, Data, and Related Materials
licensed under this Agreement and, hereby, grants to Licensee a personal, nonexclusive,
nontransferable license to use the Software, Data, and Related Materials based on the terms
and conditions of this Agreement. From the date of receipt, Licensee agrees to use reasonable
effort to protect the Software, Data, and Related Materials from unauthorized use, reproduction,
distribution, or publication.
Copyright: The Software, Data, and Related Materials are owned by CSC and its licensor(s)
and are protected by United States copyright laws and applicable international laws, treaties,
and/or conventions.
Permitted Uses:
Licensee may install and use one (1) copy of the Software, Data, and Related Materials, or any
prior version for the same operating system, on a single computer. The primary user of the
computer on which the Software, Data, and Related Materials are installed may make a second
Page 1 of 4
Compass on
copy for his or her exclusive use on a portable computer as long as only one (1) copy of the
Software, Data, and Related Materials is in use at any one time.
Licensee may also store or install a copy of the Software, Data, and Related Materials on a
storage device, such as a network server, used only to install or run the Software, Data, and
Related Materials on Licensee's other computers over an internal network; however, Licensee
must acquire and dedicate a license for each separate computer on which the Software, Data,
and Related Materials are installed or run from the storage device. A license for the Software,
Data, and Related Materials may not be shared or used concurrently on different computers.
If the Software, Data, and Related Materials contain dual media (i.e., both 3. 5-inch diskettes and
CD-ROM), then Licensee may only use one (1) set of the dual media provided. Licensee may
not transfer the other media to another user.
Licensee may make routine computer backups of the Software, Data, and Related Materials for
archival purposes during the term of this Agreement unless the right to make additional copies
is granted to Licensee in writing by CSC.
Licensee may use, copy, alter, modify, merge, reproduce, and/or create derivative works of the
online documentation for Licensee's own internal use. The portions of the online documentation
merged with other software, hard-copy, and/or digital materials shall continue to be subject to
the terms and conditions of this Agreement and shall provide the following copyright attribution
notice acknowledging the proprietary rights of CSC and its licensor(s) in the online
documentation: "Portions of this document include intellectual property of CSC and its
licensor(s) and are used herein by permission. Copyright (c) 2006 CompassCom Software
Corp., and its licensor(s). All Rights Reserved." [Insert actual copyright date(s) of source
materials.]
Licensee may use the Data that are provided under license from CSC and its licensor(s) as
described in the Distribution Rights section of the online Data Help files.
Uses Not Permitted:
Licensee shall not sell, rent, lease, sublicense, lend, assign, time-share, or transfer, in whole or
in part, or provide unlicensed third parties access to prior or present versions of the Software,
Data, and Related Materials, any updates, or Licensee's rights under this Agreement. The
software should be used for internal use only.
Licensee shall not reverse engineer, decompile, or disassemble the Software, or make any
attempt to unlock or bypass the software keycode and/or hardware key used, as applicable,
except and only to the extent that such activity is expressly permitted by applicable law
notwithstanding this limitation.
Licensee shall not remove or obscure any CSC and its licensor(s) copyright, trademark, and/or
proprietary rights notices.
Licensee shall not alter or modify the CSC Software or prepare any derivative works from CSC
Software.
The Software, Data and Related Materials are licensed as a single product. Its component
parts may not be separated for use on more than one computer.
Page 2 of 4
Compass
Term: The license granted by this Agreement shall commence upon Licensee's receipt of the
Software, Data, and Related Materials and shall continue until such time that (1) Licensee elects
to discontinue use of the Software, Data, and Related Materials and terminates this Agreement
or (2) CSC terminates for Licensee's material breach of this Agreement. Upon termination of
this Agreement in either instance, Licensee shall return to CSC the Software, Data, Related
Materials, and any whole or partial copies, codes, modifications, and merged portions in any
form. The parties hereby agree that all provisions, which operate to protect the rights of CSC
and its licensor(s), shall remain in force should breach occur.
Limited Warranty: CSC warrants that (i) the Software will perform substantially in accordance
with the Software documentation, and (ii) the media upon which the Software, Data, and
Related Materials are provided will be free from defects in materials and workmanship under
normal use and service for a period of sixty-(60) days from the date of receipt. If included in the
CSC package, the Data herein have been obtained from sources believed to be reliable, but its
accuracy and completeness, and the opinions based thereon, are not guaranteed. Every effort
has been made to provide accurate Data in this package. The Licensee acknowledges that the
Data may contain some nonconformities, defects, errors, and/or omissions. CSC and its
licensor(s) do not warrant that the Data will meet Licensee's needs or expectations, that the use
of the Data will be uninterrupted, or that all nonconformities can or will be corrected. CSC and
its licensor(s) are not inviting reliance on these Data, and Licensee should always verify actual
map data and information. The Data contained in this package are subject to change without
notice.
EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, THE SOFTWARE, DATA,
AND RELATED MATERIALS CONTAINED THEREIN ARE PROVIDED "AS IS,"WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
Exclusive Remedy and Limitation of Liability: For Software, Data, and Related Materials that do
not meet CSC's Limited Warranty and that are returned to CSC or its resellers with a copy of
Licensee's proof of payment during the warranty period, CSC's entire liability and Licensee's
exclusive remedy shall be the return of the license fees paid for the Software, Data, and Related
Materials.
CSC SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES RELATED TO LICENSEE'S USE OF THE SOFTWARE, DATA,
AND RELATED MATERIALS, EVEN IF CSC IS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Waivers: No failure or delay by CSC or its licensor(s) in enforcing any right or remedy under
this Agreement shall be construed as a waiver of any future or other exercise of such right or
remedy by CSC or its licensor(s).
Order of Precedence: Any conflict and/or inconsistency between the terms of this Agreement
and any FAR, DFAR, purchase order, or other terms shall be resolved in favor of the terms
expressed in this Agreement, subject to the customer's minimum rights under applicable law
unless agreed otherwise.
Export Regulations: Licensee acknowledges that this Agreement and the performance thereof
Page 3 of 4
Compass
are subject to compliance with any and all applicable United States laws, regulations, or orders
relating to the export of computer software or know-how relating thereto. CSC Software, Data,
and Related Materials have been determined to be Technical Data under United States export
laws. Licensee agrees to comply with all laws, regulations, and orders of the United States in
regard to any export of such Technical Data. Licensee agrees not to disclose or reexport any
Technical Data received under this Agreement in or to any countries for which the United States
Government requires an export license or other supporting documentation at the time of export
or transfer, unless Licensee has obtained prior written authorization from CSC and the U.S.
Office of Export Control. The countries restricted at the time of this Agreement are Cuba, Iran,
Iraq, Libya, North Korea, and Sudan.
Governing Law: This Agreement is governed by the laws of the United States of America and
the State of Colorado without reference to conflict of laws principles.
COMPAS t OM SOFTWA' CORPORATION City of Bozeman, MT
By: _ A . A u _ By:C - /
01C;
1
Name: ' .t?. t V11_ Name: S A. f&v II R c
Title: ?V 1 004 Title:l j1 r la vt&.q e
J
Page 4 of 4
Compass
EXHIBIT"F" -COMPASSTRAC
IMPORTANT-READ CAREFULLY
COMPASSCOM SOFTWARE CORPORATION (CSC), IS WILLING TO LICENSE THE COMPASSTRAC
SOFTWARE AND RELATED MATERIALS TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL
OF THE TERMS AND CONDITIONS CONTAINED IN THIS CSC SOFTWARE LICENSE AGREEMENT.
PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE COMPASSTRAC SOFTWARE, DATA
AND RELATED MATERIALS WILL NOT INSTALL ONTO YOUR COMPUTER SYSTEM UNTIL YOU HAVE
MANIFESTED YOUR ASSENT TO THE TERMS AND CONDITIONS OF THE CSC SOFTWARE LICENSE
AGREEMENT BY CLICKING THE"YES" BUTTON BELOW. BY CLICKING THE"YES" BUTTON, YOU
ARE INDICATING YOUR ACCEPTANCE OF THE CSC SOFTWARE LICENSE AGREEMENT. IF YOU DO
NOT AGREE TO THE TERMS AND CONDITIONS AS STATED, THEN CSC IS UNWILLING TO LICENSE
THE COMPASSTRAC SOFTWARE AND RELATED MATERIALS TO YOU AND YOU SHOULD CLICK
THE"NO" BUTTON BELOW. IN WHICH EVENT, THE COMPASSTRAC SOFTWARE AND RELATED
MATERIALS WILL NOT INSTALL ONTO YOUR COMPUTER SYSTEM.
CompassCom Software Corporation License Agreement
This is a license agreement and not an agreement for sale. This license agreement(Agreement) is between
the end user( Licensee)and CompassCom Software Corporation (CSC), and gives Licensee certain limited
rights to use the proprietary CompassCom desktop software and software updates, sample data, online
and/or hard-copy documentation and user guides, including updates thereto, and software keycode or
hardware key, as applicable (hereinafter referred to as "Software, Data, and Related Materials"). All rights
not specifically granted in this Agreement are reserved to CSC.
Reservation of Ownership and Grant of License: CSC and its third party licensor(s) retain exclusive rights,
title, and ownership of the copy of the Software, Data, and Related Materials licensed under this Agreement
and, hereby, grants to Licensee a personal, nonexclusive, nontransferable license to use the Software,
Data, and Related Materials based on the terms and conditions of this Agreement. From the date of receipt,
Licensee agrees to use reasonable effort to protect the Software, Data, and Related Materials from
unauthorized use, reproduction, distribution, or publication.
Copyright: The Software, Data, and Related Materials are owned by CSC and its licensor(s) and are
protected by United States copyright laws and applicable international laws, treaties, and/or conventions.
Permitted Uses:
Licensee may install and use one(1) copy of the Software, Data, and Related Materials, or any prior version
for the same operating system, on a single computer. The primary user of the computer on which the
Software, Data, and Related Materials are installed may make a second copy for his or her exclusive use on
a portable computer as long as only one (1) copy of the Software, Data, and Related Materials is in use at
any one time.
Licensee may also store or install a copy of the Software, Data, and Related Materials on a storage device,
such as a network server, used only to install or run the Software, Data, and Related Materials on Licensee's
other computers over an internal network; however, Licensee must acquire and dedicate a license for each
separate computer on which the Software, Data, and Related Materials are installed or run from the storage
device. A license for the Software, Data, and Related Materials may not be shared or used concurrently on
different computers.
If the Software, Data, and Related Materials contain dual media (i.e., both 3.5-inch diskettes and CD-ROM),
then Licensee may only use one (1) set of the dual media provided. Licensee may not transfer the other
media to another user.
Compass
Licensee may make routine computer backups of the Software, Data, and Related Materials for archival
purposes during the term of this Agreement unless the right to make additional copies is granted to Licensee
in writing by CSC.
Licensee may use, copy, alter, modify, merge, reproduce, and/or create derivative works of the online
documentation for Licensee's own internal use. The portions of the online documentation merged with other
software, hard-copy, and/or digital materials shall continue to be subject to the terms and conditions of this
Agreement and shall provide the following copyright attribution notice acknowledging the proprietary rights of
CSC and its licensor(s) in the online documentation: "Portions of this document include intellectual property
of CSC and its licensor(s) and are used herein by permission. Copyright(c)2006 CompassCom Software
Corporation, and its licensor(s). All Rights Reserved." [Insert actual copyright date(s) of source materials.]
Licensee may use the Data that are provided under license from CSC and its licensor(s) as described in the
Distribution Rights section of the online Data Help files.
Privacy: The parties acknowledge that use of[CompassTrac] may have privacy implications for employees
of the customer. Whether, and to what extent, an employee's privacy rights are implicated may be affected
by such things as: the use to which the [Service] is put; the information that is gathered by the[Service]; the
dissemination of information that is gathered; the actions that are taken based upon the information
gathered; the user's knowledge and/or consent to such monitoring; the policies and procedures that have
been implemented and communicated by the administrator; and current federal and state laws, regulations
and constitutional rights applicable to the user. Each party hereby agrees to take commercially reasonable
steps to protect employee's privacy rights, and to comply with all applicable laws, regulations and policies.
In connection therewith, each party agrees (i) to not store data or information longer than is required under
the [Service], (ii) transfer employee data or information to third parties other than is necessary to provide the
Service], (iii) aggregate the data with other data in such a way that would compromise employee's privacy
or(iv) collect additional information regarding an employee other than is required to provide the [Service].
License: [Customer] hereby grants to CompassCom, under [Customer's] intellectual property rights in and
to the data collected and/or generated through use of the [CompassTrac] service (the "Data"), a limited,
revocable, non-transferable, non-exclusive right and license, without the right to sublicense, to use the Data
solely as necessary to provide [Customer] the [Service] and subject to the limitations set forth herein.
CompassCom receives no title or ownership rights in the Data collected in connection with providing the
Service]. Except for the licenses granted herein, all right, title and interest in the Data and shall remain the
exclusive property of the [Customer] including if and when the Data is aggregated with other data or
information as is necessary to provide visualization tools, reports or other products or services set forth in
this Agreement. CompassCom shall not use the Data other than to provide the [Services] to the [Customer]
pursuant to the terms of this Agreement. CompassCom shall not sell, license, sublicense, or otherwise
transfer the Data. CompassCom shall not create any derivative works using the Data and shall not
aggregate the data with other data sets except as necessary to provide the [Services] to the [Customer].
CompassCom shall not cause or permit any third party to do any of the foregoing and shall immediately
notify Customer in writing of any breach of these terms and conditions, including any unauthorized access
by third parties.
Compass
Uses Not Permitted:
Licensee shall not sell, rent, lease, sublicense, lend, assign, time-share, or transfer, in whole or in part, or
provide unlicensed third parties access to prior or present versions of the Software, Data, and Related
Materials, any updates, or Licensee's rights under this Agreement.
Licensee shall not reverse engineer, decompile, or disassemble the Software, or make any attempt to
unlock or bypass the software keycode and/or hardware key used, as applicable, except and only to the
extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Licensee shall not remove or obscure any CSC and its licensor(s) copyright, trademark, and/or proprietary
rights notices.
Licensee shall not alter or modify the CSC Software or prepare any derivative works from CSC Software.
The Software, Data and Related Materials are licensed as a single product. Its component parts may not be
separated for use on more than one computer.
Term: The license granted by this Agreement shall commence upon Licensee's receipt of the Software,
Data, and Related Materials and shall continue until such time that(1) Licensee elects to discontinue use of
the Software, Data, and Related Materials and terminates this Agreement or(2) CSC terminates for
Licensee's material breach of this Agreement. Upon termination of this Agreement in either instance,
Licensee shall return to CSC the Software, Data, Related Materials, and any whole or partial copies, codes,
modifications, and merged portions in any form. The parties hereby agree that all provisions, which operate
to protect the rights of CSC and its licensor(s), shall remain in force should breach occur.
Limited Warranty: CSC warrants that (i) the software will perform substantially in accordance with
the software documentation, and (ii) the media upon which the Software, Data, and Related
Materials are provided will be free from defects in materials and workmanship under normal use
and service for a period of sixty (60) days from the date of receipt. If included in the CSC
package, the Data herein have been obtained from sources believed to be reliable, but its
accuracy and completeness, and the opinions based thereon, are not guaranteed. Every effort
has been made to provide accurate Data in this package. The Licensee acknowledges that the
Data may contain some nonconformities, defects, errors, and/or omissions. CSC and its
licensor(s) do not warrant that the Data will meet Licensee's needs or expectations, that the use of
the Data will be uninterrupted, or that all nonconformities can or will be corrected. CSC and its
licensor(s) are not inviting reliance on these Data, and Licensee should always verify actual map
data and information. The Data contained in this package are subject to change without notice.
CompassCom's Software warranty covers all software patches, bug fixes, incremental software
upgrades as well as 8am-5pm Mountain Time, Monday— Friday phone support, excluding
holidays.
EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, THE SOFTWARE, DATA, AND RELATED
MATERIALS CONTAINED THEREIN ARE PROVIDED "AS IS,"WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Exclusive Remedy and Limitation of Liability: For Software, Data, and Related Materials that do not meet
CSC's Limited Warranty and that are returned to CSC or its resellers with a copy of Licensee's proof of
payment during the warranty period, CSC's entire liability and Licensee's exclusive remedy shall be the
return of the license fees paid for the Software, Data, and Related Materials.
Compass orn
CSC SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES RELATED TO LICENSEES USE OF THE SOFTWARE, DATA, AND RELATED MATERIALS,
EVEN IF CSC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL
APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Waivers: No failure or delay by CSC or its licensor(s) in enforcing any right or remedy under this Agreement
shall be construed as a waiver of any future or other exercise of such right or remedy by CSC or its
licensor(s).
Order of Precedence: Any conflict and/or inconsistency between the terms of this Agreement and any FAR,
DFAR, purchase order, or other terms shall be resolved in favor of the terms expressed in this Agreement,
subject to the customer's minimum rights under applicable law unless agreed otherwise.
Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject
to compliance with any and all applicable United States laws, regulations, or orders relating to the export of
computer software or know-how relating thereto. CSC Software, Data, and Related Materials have been
determined to be Technical Data under United States export laws. Licensee agrees to comply with all laws,
regulations, and orders of the United States in regard to any export of such Technical Data. Licensee
agrees not to disclose or re-export any Technical Data received under this Agreement in or to any countries
for which the United States Government requires an export license or other supporting documentation at the
time of export or transfer, unless Licensee has obtained prior written authorization from CSC and the U.S.
Office of Export Control. The countries restricted at the time of this Agreement are Cuba, Iran, Iraq, Libya,
North Korea, and Sudan.
Governing Law: This Agreement is governed by the laws of the United States of America and the State of
Colorado without reference to conflict of laws principles.
COMPASS- OM SOFTWARE CORPORATION City of Bozeman, MT
By: r 3/ -. 4•-g.1 By: A
Name: 1.114,aLT 14 Name: s A, JS vYu1SJS,
Title: 51 1 Title: C,7/ HGro qec
Compass
Exhibit G
LDE License Agreement
IMPORTANT-READ CAREFULLY
COMPASSCOM SOFTWARE. (CSC), IS WILLING TO LICENSE THE COMPASSLDE SOFTWARE AND
RELATED MATERIALS TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE
TERMS AND CONDITIONS CONTAINED IN THIS CSC SOFTWARE LICENSE AGREEMENT. PLEASE
READ THE TERMS AND CONDITIONS CAREFULLY. THE COMPASSLDE SOFTWARE, DATA AND
RELATED MATERIALS WILL NOT INSTALL ONTO YOUR COMPUTER SYSTEM UNTIL YOU HAVE
MANIFESTED YOUR ASSENT TO THE TERMS AND CONDITIONS OF THE CSC SOFTWARE
LICENSE AGREEMENT BY CLICKING THE"YES" BUTTON BELOW. BY CLICKING THE"YES"
BUTTON, YOU ARE INDICATING YOUR ACCEPTANCE OF THE CSC SOFTWARE LICENSE
AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS AS STATED, THEN CSC
IS UNWILLING TO LICENSE THE COMPASSFDE SOFTWARE AND RELATED MATERIALS TO YOU
AND YOU SHOULD CLICK THE "NO" BUTTON BELOW. IN WHICH EVENT, THE COMPASSLDE
SOFTWARE AND RELATED MATERIALS WILL NOT INSTALL ONTO YOUR COMPUTER SYSTEM.
CompassCom Software License Agreement
This is a license agreement and not an agreement for sale. This license agreement(Agreement) is
between the end user(Licensee) and CompassCom Software. (CSC), and gives Licensee certain limited
rights to use the proprietary CompassCom Software desktop software and software updates, sample
data, online and/or hard-copy documentation and user guides, including updates thereto, and software
keycode or hardware key, as applicable (hereinafter referred to as "Software, Data, and Related
Materials"). All rights not specifically granted in this Agreement are reserved to CSC.
Reservation of Ownership and Grant of License: CSC and its third party licensor(s) retain exclusive
rights, title, and ownership of the copy of the Software, Data, and Related Materials licensed under this
Agreement and, hereby, grants to Licensee a personal, nonexclusive, nontransferable license to use the
Software, Data, and Related Materials based on the terms and conditions of this Agreement. From the
date of receipt, Licensee agrees to use reasonable effort to protect the Software, Data, and Related
Materials from unauthorized use, reproduction, distribution, or publication.
Copyright: The Software, Data, and Related Materials are owned by CSC and its licensor(s)and are
protected by United States copyright laws and applicable international laws, treaties, and/or conventions.
Permitted Uses:
Licensee may install and use one (1) copy of the Software, Data, and Related Materials, or any prior
version for the same operating system, on a single computer. The primary user of the computer on which
the Software, Data, and Related Materials are installed may make a second copy for his or her exclusive
use on a portable computer as long as only one(1) copy of the Software, Data, and Related Materials is
in use at any one time.
Licensee may also store or install a copy of the Software, Data, and Related Materials on a storage
device, such as a network server, used only to install or run the Software, Data, and Related Materials on
Licensee's other computers over an internal network; however, Licensee must acquire and dedicate a
license for each separate computer on which the Software, Data, and Related Materials are installed or
run from the storage device. A license for the Software, Data, and Related Materials may not be shared
or used concurrently on different computers.
If the Software, Data, and Related Materials contain dual media (i.e., both 3. 5-inch diskettes and CD-
Page 1 of 3
Compass om
ROM), then Licensee may only use one (1) set of the dual media provided. Licensee may not transfer the
other media to another user.
Licensee may make routine computer backups of the Software, Data, and Related Materials for archival
purposes during the term of this Agreement unless the right to make additional copies is granted to
Licensee in writing by CSC.
Licensee may use, copy, alter, modify, merge, reproduce, and/or create derivative works of the online
documentation for Licensee's own internal use. The portions of the online documentation merged with
other software, hard-copy, and/or digital materials shall continue to be subject to the terms and conditions
of this Agreement and shall provide the following copyright attribution notice acknowledging the
proprietary rights of CSC and its licensor(s) in the online documentation: " Portions of this document
include intellectual property of CSC and its licensor(s) and are used herein by permission. Copyright(c)
200_CompassCom Softwarelnc., and its licensor(s). All Rights Reserved." [Insert actual copyright
date(s) of source materials]
Licensee may use the Data that are provided under license from CSC and its licensor(s) as described in
the Distribution Rights section of the online Data Help files.
Uses Not Permitted:
Licensee shall not sell, rent, lease, sublicense, lend, assign, time-share, or transfer, in whole or in part, or
provide unlicensed third parties access to prior or present versions of the Software, Data, and Related
Materials, any updates, or Licensee's rights under this Agreement.
Licensee shall not reverse engineer, decompile, or disassemble the Software, or make any attempt to
unlock or bypass the software keycode and/or hardware key used, as applicable, except and only to the
extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Licensee shall not remove or obscure any CSC and its licensor(s) copyright, trademark, and/or
proprietary rights notices.
Licensee shall not alter or modify the CSC Software or prepare any derivative works from CSC Software.
The Software, Data and Related Materials are licensed as a single product. Its component parts may not
be separated for use on more than one computer.
Term: The license granted by this Agreement shall commence upon Licensee's receipt of the Software,
Data, and Related Materials and shall continue until such time that(1) Licensee elects to discontinue use
of the Software, Data, and Related Materials and terminates this Agreement or(2) CSC terminates for
Licensee's material breach of this Agreement. Upon termination of this Agreement in either instance,
Licensee shall return to CSC the Software, Data, Related Materials, and any whole or partial copies,
codes, modifications, and merged portions in any form. The parties hereby agree that all provisions,
which operate to protect the rights of CSC and its licensor(s), shall remain in force should breach occur.
Limited Warranty: CSC warrants that(i) the Software will perform substantially in accordance with the
Software documentation, and (ii) the media upon which the Software, Data, and Related Materials are
provided will be free from defects in materials and workmanship under normal use and service for a
period of sixty(60) days from the date of receipt. If included in the CSC package, the Data herein have
been obtained from sources believed to be reliable, but its accuracy and completeness, and the opinions
based thereon, are not guaranteed. Every effort has been made to provide accurate Data in this
package. The Licensee acknowledges that the Data may contain some nonconformities, defects, errors,
and/or omissions. CSC and its licensor(s) do not warrant that the Data will meet Licensee's needs or
expectations, that the use of the Data will be uninterrupted, or that all nonconformities can or will be
corrected. CSC and its licensor(s) are not inviting reliance on these Data, and Licensee should always
verify actual map data and information. The Data contained in this package are subject to change without
Page 2 of 3
Compass om
notice. CompassCom's Software warranty covers all software patches, bug fixes, incremental software
upgrades as well as 8am-5pm Mountain Time, Monday—Friday phone support, excluding holidays.
EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, THE SOFTWARE, DATA, AND
RELATED MATERIALS CONTAINED THEREIN ARE PROVIDED "AS IS,"WITHOUT WARRANTY OF
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Exclusive Remedy and Limitation of Liability: For Software, Data, ad Related Materials that do not meet
CSC's Limited Warranty and that are returned to CSC or its resellers with a copy of Licensee's proof of
payment during the warranty period, CSC's entire liability and Licensee's exclusive remedy shall be the
return of the license fees paid for the Software, Data, and Related Materials.
CSC SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES RELATED TO LICENSEE'S USE OF THE SOFTWARE, DATA, AND RELATED
MATERIALS, EVEN IF CSC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY.
Waivers: No failure or delay by CSC or its licensor(s) in enforcing any right or remedy under this
Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by CSC
or its licensor(s).
Order of Precedence: Any conflict and/or inconsistency between the terms of this Agreement and any
FAR, DFAR, purchase order, or other terms shall be resolved in favor of the terms expressed in this
Agreement, subject to the customer's minimum rights under applicable law unless agreed otherwise.
Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are
subject to compliance with any and all applicable United States laws, regulations, or orders relating to the
export of computer software or know-how relating thereto. CSC Software, Data, and Related Materials
have been determined to be Technical Data under United States export laws. Licensee agrees to comply
with all laws, regulations, and orders of the United States in regard to any export of such Technical Data.
Licensee agrees not to disclose or reexport any Technical Data received under this Agreement in or to
any countries for which the United States Government requires an export license or other supporting
documentation at the time of export or transfer, unless Licensee has obtained prior written authorization
from CSC and the U.S. Office of Export Control. The countries restricted at the time of this Agreement
are Cuba, Iran, Iraq, Libya, North Korea, and Sudan.
Governing Law: This Agreement is governed by the laws of the United States of America and the State
of Colorado without reference to conflict of laws principles.
COMPASS a M SOFTWARE CORPORATION City of Bozeman, MTr\
t •f
By:B y
1)Name: 'i` V11 i in,„„ in,„„ Name:QV r S /4_
Title: P I oz Title: C__,-(y i lar1ac e!
Page 3 of 3
440 COMTO-1 OP ID: JY
4 R CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY)
11/06/2014
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT Allan R Morton Jr. CIC
Morton Insurance NAME:
7340 E Cale Ave#350 PHONE 720-488-4915 FAx 720-488 4918yAICNo,Ext): i(AIC,No):Centennial,CO 80111 E-MAIL
Allan R Morton Jr.CIC ADDRESS:allan@mortoninsurance.com
INSURER(S)AFFORDING COVERAGE I__ NAICp_
INSURER A St Paul Travelers l
INSURED Compass Holdings INSURERB:AXIS Surplus
Kate Schlatter
12353 E Easter Ave#200 INSURER C:Darwin Group
Centennial,CO 80112 INSURER D:
INSURER E:— I
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I I RTYPE OF INSURANCE 4 DDCSUBDI. - i POLICY EFF POLICY EXP
INSD POLICY NUMBER MMIDDIYYYYI I(MMIDDIYYYY) LIMITS
A XI COMMERCIAL GENERAL LIABILITY I I EACH OCCURRENCE I $ 1,000,000
CLAIMS-MADE OCCUR ZPP61M18308 10/31/2014 10/01/2015 DAMAG TaRENTEDPREMISES(Ea occurrence) $ 300,000
MED EXP(Any one person) S 10,000
PERSONAL&ADV INJURY S 1,000,000
GEN'L AGGREGATE
jLIMIT
APPLIES PER. GENERAL AGGREGATE S 2,000,000
X I POLICY I JECOT- I I LOC PRODUCTS-COMP/OP AGG $ 2,000,000
OTHER. S
AUTOMOBILE LIABILITY I COMBINED SINGLE LIMIT
Ea accident) 1,000,000
A i 1 ANY AUTO BA1 F977080A 10/31/2014 10/01/2015 BODILY INJURY(Per person) S
X I 21-
TOPED
LL OWNED i SCHEDULED BODILY INJURY(Per acadent) SAUTOSAUTOS
X NON-OWNED PROPERTY DAMAGEIAUTOSPeraccident) I$HIRED AUTOS
I I I$
X UMBRELLA LIAB I X I OCCUR EACH OCCURRENCE S 3,000,000
A I EXCESS LIAB _. L I CLAIMS. MADE I ZUP15S61641 10/31/2014 10/01/2015 AGGREGATE _ s 3,000,000
DED X RETENTIONS 10,000 I
WORKERS COMPENSATION PER I OTH-
AND EMPLOYERS'LIABILITY YIN
X STATUTE ER
A `ANY PROPRIETOR/PARTNER/ EXECUTIVE UB2F451222 10/01/2014 10/01/2015 I E L.EACH ACCIDENT I S 1,000 000
OFFICER/MEMBER EXCLUDED? N I A
Mandatory in NH) I E L DISEASE-EA EMPLOYEE $ 1,000,000
If yes.descnbe under
DESCRIPTION OF OPERATIONS below l E L DISEASE- POLICY LIMIT I$ 1,000, 000
B PE&O MCN00021291401 04/18/2014 04/18/2015 PE&O 1,000, 000
A Bus Pers Prop ZPP61M18308 10/31/2014 10/01/2015 BPP limit 876,315
I
DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
CERTIFICATE HOLDER CANCELLATION
CITBOZM
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Bozeman THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
20 E.Olive Street
Bozeman, MT 59771
AUTHORIZED REPRESENTATIVE
C.C./IZEDi0r2,' .c,w ,-
1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD