#13-6064 (Riva Modeling Systems, Inc.) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGN 'EBE J VED
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Routed by Purchasing Department to Office Initials Date
the Following Addressee(s)(In routing order) _
1. Risk Management Risk
2. County Attorney Office County t ttorney Office
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3. BCC Office Board of County
Commissioners `i ( \``i\1�\
4. Minutes and Records Clerk of Court's Office
5. Return to Purchasing Department Purchasing
Contact: Diana DeLeon
PRIMARY CONTACT INFORMATION
Name of Primary Diana DeLeon for Kelsey Ward, Phone Number 252-8375
Purchasing Staff January 14,2014
Contact and Date
Agenda Date Item was January 14,2014✓ Agenda Item Number 11.0
Approved by the BCC
Type of Document 1. Software License Agreement;2. Support Number of Original 2 each;
Attached and Maintenance Agreement Documents Attached 4 total
PO number or account N/A Solicitation/Contract 13-6064 Riva
number if document is NumberNendor Name Modeling
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? DD
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed - �o
by the Office of the County Attorney. �U•�
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A
document or the fmal negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD
signature and initials are required.
7. In most cases(some contracts are an exception),an electronic copy of the document and DD
this routing slip should be provided to the County Attorney's Office before the item is
input into SIRE.
8. The document was approved by the BCC on the date above and all changes made DD
during the meeting have been incorporated in the attached document. The County It
Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the
BCC,all changes directed by the BCC have been made,and the document is ready for K
Chairman's signature.
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RIVA MODELING SYSTEMS INC.
SOFTWARE LICENSE AGREEMENT
This Agreement is by and between Riva Modeling Systems Inc. ("Riva" ) and Collier
County, a political subdivision of the State of Florida, (the "County" or"Client"):
RIVA Modeling Systems Inc. ("RIVA" ) authorizes the County, the undersigned, to install
and use RIVA Decision Support (DS) (the "Software") on one server for use by County
personnel. This server is designated as the County's Production Server. The County is
also authorized to install the Software on additional servers solely for the purpose of
testing existing and new releases of the Software prior to releasing them for use. The
County may also copy the Software for backup and archival purposes. In the event that
an additional Production Server is required to accommodate the assets of the Public
Utilities Divison, Riva will allow an additional license at no extra cost to the County. The
initial Software license may be used solely for assets belong to the Public Utilities
Division of Collier County Government. As other divisions/departments integrate this
software, incremental costs will be incurred in accordance with the Riva DS Collier
County Pricing for Additional Departments List attached as Exhibit 1.
This Software License Agreement (SLA) authorizes an unlimited number of people the
County designates to access or otherwise use the services or functionality of the
Software provided from the County's designated Production Server.
The license rights granted to the County herein take effect on the date that this SLA is
executed by both parties and are perpetual and irrevocable (except for the County's
breach of the license terms) and apply to all updates, upgrades,fixes, patches and other
software provided to the County by RIVA as part of any support and maintenance
services or otherwise.
In consideration of the license rights granted herein, the County agrees to pay RIVA the
one-time software license fee of one hundred twenty-five thousand US dollars
($125,000). The County has the right to terminate this agreement and receive a full
refund if the Software does not substantially conform to its published specifications and
meet the Riva-related requirements outlined in B-5 of Exhibit 1 — Functional
Requirements included in the Woolpert Inc. response to the Collier County FL
Solicitation No. 13-6064 for Asset Management Software and Consulting.The license fee ` �
Riva Modeling Systems Inc. 1
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is due and payable upon the earlier of: the date of execution of this Agreement and
shipment of the Software disks by Riva; or the date that the RIVA components are
installed on the County's Servers.
It is further understood and agreed by and between the parties herein that this
agreement is subject to appropriation by the Board of County Commissioners.
The County may not re-sell, give away, or transfer the Software to any other
organization or individual, provided that the County may transfer the Software and this
SLA: (a) to an affiliate as part of an internal reorganization or (b) as part of an
amalgamation. Nothing herein shall grant the County any ownership or intellectual
property rights in the Software.
RIVA agrees that the County may, upon notice to RIVA, permit one or more of the
County's third party service providers ("Third-Party Providers") to: (a) use, host, install,
operate, customize and/or maintain the Software and its documentation for the sole
purpose of providing services to the County; and/or (b) manage and administer this
Agreement on the County's behalf, including the day to day communication with RIVA
and the receipt, but not the payment (which shall remain the County's responsibility), of
any invoices to be delivered hereunder. Notwithstanding anything herein to the
contrary,the County shall be permitted to provide a copy of this SLA to such Third-Party
Providers to ensure their compliance with the terms hereof.
Please return a signed copy of this license agreement to RIVA at:
RIVA Modeling Systems Inc.
220-410 Adelaide Street West
Toronto, Ontario
M5V 1S8
Limited Warranty
RIVA represents, warrants and covenants that (i) it is and shall be the exclusive owner of
the Software and has and shall have the right to grant all of the license rights herein; (ii)
the Software and its documentation, and their use by the County hereunder, do not and
will not infringe, violate or misappropriate the intellectual property rights of any person;
(iii) the Software will perform in accordance with its documentation and its functional
and technical specifications; and (iv) no portion of the Software, as delivered to the
County, contains or will contain any disabling mechanism or protection feature designed
to prevent its use (this includes, without limitation, any computer virus, worm, lock,
drop dead device, Trojan-horse routine, trap door, time bomb or any other codes or
instructions that may be used to access, modify, delete, damage or disable the software
or any other hardware or computer system).
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Except for the foregoing, to the maximum extent permitted by applicable law, RIVA
provides the Software as is and with all faults, and hereby disclaims all other warranties
and conditions, either express, implied, or statutory, including, but not limited to, any (if
any) implied warranties or conditions of merchantability, or of fitness for a particular
purpose, or accuracy or completeness of responses, of results, of workmanlike effort, of
lack of viruses and lack of negligence.
Following full payment of any fees under this Agreement and the applicable Support and
Maintenance Agreement, RIVA covenants to include the County as a Licensee as that
term is defined in the third-party Escrow Agreement attached as Schedule 1 which,
under specific circumstances would allow the County to receive an up-to-date copy of
the source-code for the Riva software products or modules the County has purchased
hereunder.
RIVA agrees to indemnify and hold harmless the County and the County's affiliates, and
their respective directors, officers, employees, service providers, customers, end users,
agents and other representatives, from any and all damages, losses or expenses
(including without limitation, punitive damages, court costs, arbitration fees, penalties,
fines, amounts paid in settlement of claims, reasonable legal fees and expenses of
investigation) which any such person may incur, suffer or become liable for as a result
of, or in connection with, and shall defend such persons against, any third party claim
that the software or its documentation (or any portion thereof), or use within the scope
of this SLA, infringes any intellectual property rights of any third party.
To the maximum extent permitted by applicable law, except for RIVA's indemnification
obligation above, in no event shall the County or RIVA or its suppliers be liable for any
special, incidental, indirect, or consequential damages whatsoever (including, but not
limited to, damages for loss of profits) arising out of or in any way related to the use of
or inability to use the RIVA software product, or other wise under or in connection with
any provision of this SLA, even in the event of fault, tort (including negligence), strict
liability, breach of contract, or breach of warranty of RIVA or any supplier, and even if
the County or RIVA or any supplier has been advised of the possibility of such damages.
Except for RIVA's indemnification obligation, notwithstanding any damages that the
County might incur for any reason whatsoever (including, without limitation, all
damages referenced above and all direct or general damages),the entire liability of RIVA
and any of its suppliers under any provision of the SLA for all of the foregoing shall be
limited to the amount actually paid by the County for the RIVA software product. The
foregoing limitations, exclusions, and disclaimers shall apply to the maximum extent
permitted by applicable law. Any suit or action brought by either party to this
Agreement against the other party relating to or arising out of this Agreement must be
brought in the appropriate federal or state courts in Collier County, Florida,which courts
have sole and exclusive jurisdiction on all such matters.
Riva Modeling Systems Inc. 3 1/
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This SLA is the entire agreement between the County and RIVA relating to the licensing
of the RIVA software product and supersedes all prior oral or written communications,
proposals, and representations with respect to the RIVA software product or any other
subject matter covered by this SLA.
Any consent by a party to, or waiver of, a breach by the other, whether express or
implied, shall not constitute a consent to or waiver of or excuse for any other different
or subsequent breach unless such waiver or consent is in writing and signed by the party
claimed to have waived or consented.
IN WITNESS WHEREOF, the parties have each, respectively, by an authorized person or
agent, have executed this Agreement on the date(s) indicated below.
ATTEST: r BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, F ORIDA
Dwrght E. BrACk C'ler'k /
•
BY: `if.1.. 0.` 11`r # y: ` /■
Attest as to Chairman Deputy Clerk -GeongiaAa-Willer,-E q ! hai
signature onlyr` ''�.� Tom Henning, Date: I I i ' I4'
Chairman
First Wi ' -ss: Riva Modeling Systems, Inc.
By: !✓ G 4 ..4.141 '4
By:
Signature Date:/.)/h
Print Name
Ni"'OP // /7 C/Z
Second Witness: Print Name and Title
By: �j'
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Print Name
Approved as to form and legality:
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MIWAV
FrSistant Co, ty ttor ey
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Exhibit 1—Riva DS Collier County Pricing for Additional Departments.
Department/Division License Fee Annual Support and
Maintenance Fee
Roads $75,000 $16,500
Parks $75,000 $16,500
Facilities $75,000 $16,500
Roads, Parks & Facilities $200,000 $44,000
purchased in a single
license
The above prices are valid until December 31, 2015
Riva Modeling Systems Inc. 5
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Schedule 1—Lincoln Parry Software Escrow Agreement(#2805)follows this page.
Rive Modeling Systems Inc. 6
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AGREEMENT NO p 2 8 0 5
SOFTWARE ESCROW AGREEMENT
Multi User Plan
BETWEEN:
Lincoln-Parry Associates Inc. RIVA Modeling Systems Inc.
114-105 Schneider Road and RB-2,530 Richmond Street West
Ottawa,Ontario Toronto,Ontario
K2K 1Y3 M5V 1Y4
(called the Escrow Agent) (called the Licensor)
WHEREAS the Licensor carries on the business of licensing computer software and is
desirous of making available severally to certain of its customers,each herein called the Licensee
the benefits contemplated by this agreement,and;
WHEREAS the Licensor has granted or shall grant to the Licensee the right to use certain
computer programs in object form and has agreed or shall agree to support the programs but
wishes to maintain their confidentiality as trade secrets,and;
WHEREAS the Licensee is desirous of being assured that the source code,
documentation and related materials for such programs will be made available to it for the
purposes of self support if certain events named herein occur;
THEREFORE the parties agree as follows:
1. ESCROW MATERIALS standing under this agreement as though
signed by each of the Licensees.
The computer programs to which
this agreement applies are those named in
the List of Escrow Programs. A program 3. DELIVERY AND CERTIFICATION
shall consist of the source code magnetically
or optically stored, and such supporting The following procedure shall be
documentation and related materials that adopted for the presentation and certification
are necessary for a reasonably competent of the Software into escrow.
programmer to routinely maintain and
modify such programs. The programs shall (a) Within ten (10) days after the
be collectively referred to herein as the signing of this agreement by both parties,
Software. the Escrow Agent shall supply to the
Licensor a standard sized container, which
is capable of being sealed, and in which the
2. BENEFICIARIES Software shall be stored.
(b) The Licensor shall thereupon
All Licensees of the Software shall deposit the Software into the said container,
separately become a beneficiary hereunder identifying it by name and release number,
upon the filing by the Licensor with the and shall certify as to the authenticity of the
Escrow Agent of a notification in the form contents in the sealed container on the form
described in Schedule C and shall have full supplied by the Escrow Agent.
TN Capyrldt 1974-20011 Una/RPony Assoduss.Inc.
CA
(c) The Licensor shall seal the maintenance agreement, if any exists,
container and shall deliver it to the Escrow with the Licensee, provided that the
Agent to hold in accordance with the terms Licensee has given prior written notice
of this agreement. to the Licensor of its intent to invoke
(d) The Licensor will deposit new its rights under this agreement to call
releases into escrow, and upon the filing by for a release of the Escrow Materials.
the Licensor with the Escrow Agent of a
Direction to Return or Destroy in the form
described in Schedule E the Escrow Agent 5. RETURN TO THE LICENSOR
shall return earlier deposits to the Licensor
or destroy the earlier deposits as directed. The Escrow Agent shall deliver the
(e)The Escrow Agent shall hold the Software back to the Licensor if any of the
container in its sealed state and shall not events named in Section 4(a)or 4(b)occurs
open, cause or permit it to be opened under before any of the events named in Section
any circumstances whatsoever except as 4(c), provided that a Termination Notice in
may be permitted under this agreement or the form set out in thile_it and signed
amendments thereto. by the Licensor and Licensee has been
delivered to the Escrow Agent along with the
balance of any fees and charges that are
4. EVENTS CAUSING RELEASE due and further provided that no other
Licensee is a beneficiary under this
The Software shall be held in agreement at the time. Where any materials
escrow by the Escrow Agent until the lodged in escrow are to be returned by the
earliest of the following events: Escrow Agent to the Licensor pursuant to
the terms of this agreement, the Licensor
(a) The occurrence of the following shall select the method of delivery and the
events: carrier,and shall bear the shipping cost.
1. A cessation of the use of the Software
by the Licensee and the termination or
expiry of its program license 6. RELEASE TO LICENSEE
agreement with the Licensor,
2. The termination or expiry caused or The Escrow Agent shall deliver the
permitted by the Licensee of the Software to the Licensee if any of the events
Software maintenance and support named in Section 4(c) occurs before any of
services portion of the said program the events named in Sections 4(a) or 4(b),
license agreement. provided that the procedure set out below
(b) The termination of this has been followed and the conditions met.
agreement by consent of.
1. The Licensor and Licensee; (a) The Licensee has delivered to
2. The Licensee alone. the Escrow Agent a written request for the
(c) The occurrence of any of the release of the Software, accompanied by a
following events and provided in aN events sworn affidavit from a senior officer of the
that the Licensor has not made suitable Licensee stating the particulars of the
alternate arrangements for the continued reasons for its request with reference to the
maintenance of the Software: events named in Section 4 of this
1. A petition in bankruptcy or an agreement
assignment for the benefit of creditors (b) A copy of the request and
of the Licensor is filed by the Licensor, affidavit has been delivered by the Escrow
or a third party against the Licensor Agent to the Licensor in a timely manner, as
and is not dismissed within thirty (30) described below.
days of its filing; The Escrow Agent Is entitled to
2. A cessation of normal business conclusively presume that delivery of any
operations by the Licensor during the document under this section has been made
term of this agreement and received four (4) business days after
3. A serious continuing breach by the
Licensor of its support and
TM Copyright 1174-2000 Un i.P ry Awiacisdes,inc.
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having been sent by the Escrow Agent to decision of the arbitrator immediately after
the address as provided under Section 13. the expiry of any appeal period.
(c) No dispute in writing has been (d)The Licensor and Licensee shall
received from the Licensor by the Escrow each pay one half of the fees and charges of
Agent within fifteen (15) days of the the arbitration.
Licensor's receipt of the Licensee's request
and affidavit.
(d) The Licensee has signed a non 8. VERIFICATION PROCEDURE
disclosure covenant in the form set out In
Schedule B and delivered it to the Escrow In order to verify the authenticity of
Agent. - the contents of any container deposited by
(e) All outstanding charges under the Licensor and being held in escrow the
this agreement have been paid to the Licensee may at any time call for its
Escrow Agent, and the Licensee has paid inspection in the manner and subject to the
copying charges. The Licensee shall select conditions below
the method of delivery and the carrier, and (a) The Licensee shall notify the
shall bear the shipping cost Licensor and the Escrow Agent in writing of
(f) In order to affect a release of its demand to inspect the contents of a
Software to the Licensee pursuant to the container, and such notification shall be
terms of this agreement the Escrow Agent is made at least thirty (30) days in advance of
assigned the right to make and deliver such the date appointed for such inspection.
copies of the Software as needed for that (b) The Escrow Agent shall appoint
purpose. the location for such inspection.
(c) The Escrow Agent shall attend
the appointment time and place and shall
7. DISPUTES AND ARBITRATION thereat produce the sealed container in
question.
If the Licensor enters a dispute as (d) The contents of the container
contemplated by Section 6(c) then the shall be removed and inspected by the
procedure set out below shall be followed Licensee in the presence of the Licensor
before the Software is delivered to the and a determination made as to whether
Licensee. they are as purported by the Licensor on its
(a)The Licensor and Licensee shall certificate.
within ten (10) days after the entering of a (e)If the contents are determined to
dispute name an arbitrator to decide be as purported, they will be resealed and
whether the Licensee is entitled to receive returned to the Escrow Agent to continue to
the Software. If they are unable to agree hold in escrow. The Licensee shall pay all
upon the selection of an arbitrator then the costs associated with the inspection,
Escrow Agent shall make the said selection. including machine time, operating personnel
(b) The arbitration shall otherwise travel, food, lodging and a reasonable per
be conducted in accordance with the Rules diem fee for the attendance of all the parties
for the International Chamber of Commerce attending at the inspection.
Court of Arbitration, and the Escrow Agent If the contents of the container are
shall immediately upon the expiry of any determined not to be as purported, then the
appeal period carry out the decision of the Licensor shall pay all of the costs named
arbitration. above and shall also forthwith deliver to the
(C) In addition to such other powers Escrow Agent a copy of the authentic
as may be conferred on the arbitrator under software as purported on the Liicensor's
enabling legislation the arbitrator shall be certification, and the Licensee may first
empowered to decide whether an event verify that the same are authentic.
described in Section 4 has occurred,
whether all other conditions for release have
been met, and to order or enjoin release.
The arbitrator's decision shall be binding.
The Escrow Agent shall act upon the
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9. DUTIES OF ESCROW AGENT year or part year payable on the anniversary
date of this agreement
(a)The Escrow Agent shall store the (d)Respecting each notice in writing
sealed containers in a safe and secure sent by the Escrow Agent a fee of $40.00
location of its own choosing. payable on receipt of invoice.
(b) The Licensor may direct the (e)Respecting the return or
Escrow Agent to store the sealed containers destruction of each container held in escrow
in a location selected by the Licensor, in a fee of $65.00 per container payable on
which event the Escrow Agent shall comply receipt of invoice.
with such direction provided that access to (f)Respecting all expenses incurred
the location is under the Escrow Agents by the Escrow Agent for media, copying,
control and that any additional cost incurred shipping or delivery, special storage
by the Escrow Agent in using the site are requested by the Licensor a charge for such
paid by the Licensor. amounts disbursed due and payable on
(c)The Licensor represents that the receipt of account
Software does not require any storage (g) Respecting any attendance
conditions other than office environment made by the Escrow Agent in carrying out its
conditions. The Escrow Agent shall exercise obligation under this agreement or related
reasonable judgment in the handling of the thereto, travel, lodging and legal
Software in event of a dispute and shall not representation expenses incurred if any plus
be liable to either party except for grossly or the then current per diem attendance fee
deliberately negligent conduct payable on receipt of invoice.
(d) Following the request for (h)The term of this agreement shall
release of Software pursuant to Section 6, if continue so long as any beneficiary has
any fees or charges are or become rights under it, however the Licensor may
outstanding then the Escrow Agent shall not transfer this agreement to another escrow
be required to perform any of Its obligations agent at any time provided that all
under this agreement until its account has outstanding fee and charges have been
been paid. The Escrow Agent may accept Palo.
payment of its account from either the (I)The Escrow Agent may resign at
Licensor or Licensee. the end of any year provided that it has
delivered at least thirty (30) days prior
written notice to the Licensor to find a
10. FEES, CHARGES AND TERM replacement
(j)The fees above shall be in force
The Licensor shall pay to the for a period of one year. Thereafter the
Escrow Agent the following fees and Escrow Agent may alter the fees provided
charges: that any increase is part of a general fee
increase.
(a) An annual fee of $800.00 (k) GST, HST and all applicable
payable upon execution by the Licensor of Provincial taxes.
this agreement and on each anniversary
date thereafter unless earlier terminated by 11. DEFAULT IN PAYMENT
either party.
(b) This agreement shall continue
thereafter on a yearly basis unless If the Licensor fails to pay any fee or
terminated by either party by giving the other charge on its due date, then the Escrow
at least thirty(30)days written notice prior to Agent may, after giving the Licensor and
any anniversary date, and provided that all Licensee hereunder thirty (30) days prior
named beneficiaries have either ceased to written notice to make such payment,
hold a user license for the Software or have terminate this agreement and either destroy
consented to the termination of this or return the escrow materials in its
agreement possession at the Escrow Agents option.
(c) Respecting each issued The remedies above do not exclude any
standard size container a fee of$90.00 per other remedies that are otherwise available
to the Escrow Agent. This notice shall be
copyrio 1974.2008 L.Inoor►P.nr
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sent to the Contact and Address provided on license agreement or to expand the scope of
the most recently dated Schedule C forms use.
received by the Escrow Agent, and shall be
conclusively deemed as having been
received upon being sent. 15. ANNUAL NOTIFICATION TO
LICENSEE
12. INSPECTION The Escrow Agent shall deliver an
For the purpose of ensuring that any activity report in writing to each of the
Licensee
sealed container delivered to and held by
Licensee(s) no less often than once each
the Escrow Agent under this agreement year, describing the escrow deposits if any
that were made during the preceding year
remains in a sealed state, either the
fi
Licensor and levy a notification fee as set out in
icensor or the Licensee may at any time
Section 10(d)to be paid by the Licensor for
demand to inspect such container at the
offices of the Escrow Agent, and the Escrow each report delivered by the Escrow Agent.
Agent shall produce such container on a
timely basis for inspection.
16. GOVERNING LAW
13. NOTICES This agreement shall be governed
by the laws of the Province of Ontario
Any notice required to be given in without reference to its conflict of laws
writing under this agreement shall be provision.
conclusively deemed to have been given
and received when made at the sender's
option by fax, email, first class post, courier 17. LOSS, DAMAGE OR
or prepaid certified or registered post, return DESTRUCTION
receipt requested, to the respective, fax
numbers, email addresses or street If the escrow materials are lost,
addresses appearing on Schedule D or to damaged or destroyed without fault by the
such other fax numbers, email address or Escrow Agent or for reasons beyond the
street addresses as the parties may from control of the Escrow Agent, such as acts of
time to time direct. God, war, insurrection or terrorism, then the
Licensor at its own expense shall make a
14. TITLE AND COPYRIGHT fresh deposit to replace the escrow
materials so lost,damaged or destroyed.
(a)Title to the Software shall remain
in the Licensor either in its own right or as 18. ENUREMENT
agent for the owner. The Escrow Agent
shall have title to the physical storage
medium but not to the Software residing on This agreement shall be binding
it upon and enure to the benefit of panties and
(b) Upon a release of Software the beneficiaries named by the Licensor and
pursuant to this agreement the Licensee the assignees of each of them. This
shall have the right to make copies of the agreement may not be assigned by the
Software for the purpose of program Escrow Agent without the prior written
execution, back up, support, maintenance consent of the Licensor.
and development all restricted to the
Licensee's internal use of the Software as
permitted in its program license agreement
Release of the Software to the Licensee
does not relieve it of its obligation to pay
license fees if any under the program
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19. GENERAL
(a)The Escrow Agent may rely on all
documents, notices and communications on
their face, and is not required to make
further inquiry into their authenticity or the
veracity of their contents.
(b)Nothing in this agreement shall
be construed so as to expand, contract or
create new obligations to support and
maintain the software.
(c)If any matter under this
agreement is in dispute then the Escrow
Agent shall be entitled to stand still with
respect to its obligations to either hold or
release the Software until the disputing
parties have finally settled the matter by
mutual consent, court or arbitration
proceedings.
END OF TERMS AND CONDITIONS
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IN WITNESS WHEREOF the parties have by their representatives so authorized executed
this agreement to go into force on the date below first mentioned.
ESC- • AGENT: LIG-.
Lin *in arty Assoc - : : c. RIV a rr; Sy.,
.�rl► ::.,:_.__ ..... __ Authoriz= Representative • •nature
Authorized ve Signature
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Name
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Title
APR ii a 2UU8 APR U j 2008 /`i,f .-z' / _
Date Date
k 2 8 0 5
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LIST OF ESCROW PROGRAMS
SOFTWARE ESCROW AGREEMENT NO. N 2 8 0 5
1 RIVA Asset • Capital a •=t repository software
Repository
2 RIVA Enterprise Capital asset consolidation software
Inventory
3 RIVA ONUNE Long-range capital asset valuation&management software
4 RIVA Capital Capital ploject management software
Project
Management
System
5
6
7 1 ,
• The Licensor shall deposit updates, to the Software above-listed not less frequently than annually, and
such updates shall be considered as included in the Software.
1N CcPMpta 1974-2005 Lineal n•Parn Associalek Inc
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SCHEDULE A-TERMINATION NOTICE
TO: Lincoln-Parry Associates Inc.
North America: 1-888-771-2042
Telephone No.: 1-613-842-8912
Fax No.: 1-613-839-1362
Email: ddeskc softe row.cOm
Website: www.softescrow.com
TAKE NOTICE TIAAT tke.l.icensor and the Licensee bein. •=dies to a Software Escrow Agreement
bearing No. IIILRUb and dated APR 0 3 211 do hereby terminate the said
agreement as of the date of this notice and direct you to deliver the Software thereunder held by you to the
Licensor forthwith.
LICENSOR: LICENSEE:
RIVA Modeling Systems Inc.
Authorized Representative Signature Authorized Representative Signature
Print Name Print Name
Title Titie
Date
ate
Telephone No. Telephone No.
Fax No. '
Fax No.
E-Mail Address E-Mail Address
TM coppipht 1974a00e Uncoil-Parry Assodems,SS
Cp,O
SCHEDUL B—NON-DISCLOSURE COVENANT
TO: Escrow Agent TO: LICENSOR
Lincoln-Parry Associates Inc. RIVA Modeling Systems Inc.
WHEREAS the Licensor and the Licensee are parties to a Software Escrow Agreement bearing No.
12 8 ii 5 and dated APR 0 3 moo pursuant to which the Software therein shall be
released to the Licensee by the Escrow Agent,and;
WHEREAS a prior condition of such release is set out in Section 6(d)of the said agreement, namely
that the Licensee must first execute this form of non disclosure covenant and deliver it to the Escrow Agent;
THEREFORE the Licensee covenants as follows for the benefit of the Licensor.
1. To hold the Software in the strictest of confidence, recognizing that it is a valuable trade secret of the
Licensor and that its improper disclosure will cause substantial and irreparable injury to the Licensor.
2. To restrict the use of the Software solely and exclusively for the purpose of supporting the Licensee's
own installation or the installations of sub-licensees if the Licensee is an authorized VAR or OEM of the
Software, and for no other purpose whatsoever. Licensee acknowledges that title to the Software shall at
all times remain with the Licensor.
3. To restrict disclosure of the Software or any part thereof to only those of the Licensee's employees or
agents who have a bona fide need to know,and who have received written notice of the confidential nature
of the Software and have agreed to abide by these restrictions.
4. Other than for back up, not to make any copy,derivation,translation or imitation of the Software, or to
use any of its algorithms,designs or architecture in producing another program.
5. To fully observe and perform all other obligations which may bind the Licensee under any other
agreement,which exist between it and the Licensor.
LICENSEE:
Authorized Representative Signature
Print Name
Title
Dal
Telephone No.
Fax No
E-Mail Address
ml Copyright 1974-2000 Urixer.Perry rMN,In
CA��
SCHEDULE C - NOTIFICATION
TO: Lincoln-Parry Associates Inc. CC: Licensee
North America: 1-888-771-2042
Telephone No.: 1-613-842-8912
Fax No.: 1-613-839-1362
Email: deskesoftescrow.com.
Website: www.softescrow.com
BE INFORMED THAT
Name: (Licensee)
Address:
Contact:
Telephone No. Fax No. E-Mail Address:
has become a licensed user of those vows included in the Software described or otherwise included in
Software Escrow Agreement No. it U 5 and bearing date APR A 3 2006 between
you and RIVA Modeling Systems Inc.(Licensor)which are listed below and as such becomes entitled to the
rights of a beneficiary thereunder upon filing of this Notification with the Escrow Agent. The Licensee's
rights under this Agreement shall relate to the Software in those container(s) held by the Escrow Agent for
which the Licensee has a valid license agreement that is not in arrears or otherwise in default, at such time
as those rights are exercised.
Programs of the software licensed by the Licensee listed below and the most recent deposit of Escrow
Materials pertaining to the above named beneficiary was made on Month Day
Year
1.
2.
3.
4.
LICENSOR: RIVA Modeling Systems Inc.
Authorized Representative Signature
Name
Title
Date
T11 Copyright 1974-2005 I inmY►PnY
SCHEDULE D
CHANGE OF ADDRESS NOTIFICATION
Forward to: Lincoln-Parry Associates Inc.
North America: 1-888-771-2042
Telephone No.: 1.613-842-8912
Fax No.: 1-613-839-1362
Email: desk(�softescrow.com
website: www.softescrow.c om
SOFTWARE ESCROW AGREEMENT NO.`__ 8 0 5
CHANGE TO LICENSOR:❑ CHANGE TO LICENSEE:❑
Name
Address
Address
Contact
Telephone
Fax
Email
Please update your records accordingly for the above as follows:
CHANGE APPLIES TO:
k.
}�.,,++�
4 tr
st I
a t #
TN Oepyridy 1974100" ��7L200BP1AAR2'C
C;D)
SCHEDULE E-DIRECTION TO RETURN OR DESTROY
TO: Lincoln-Parry Associates Inc.
North America: 1-888-771-2042
Telephone No.: 1-613-842-8912
Fax No.: 1-613-839-1362
Email: deskesoftescrow.com
Website: www.softescrow.com
RE: Software Escrow Agreiment No. 2 8 0 5
Dated:
Container No.
The LICENSOR represents that all of the software materials in the above cited container have been
replaced with more recent versions now lodged with Lincoln-Parry Associates Inc. and that no
Beneficiary/Licensee under the above agreement has any further interest in the software materials in
Container No. being returned to the Licensor or destroyed as per the direction below.
(select one of the following)
❑ You are hereby directed to return the materials above described.
Ship via Federal Express Account#
❑ You are hereby directed to destroy the materials above described.
LICENSOR: RETURN:
RIVA Modeling Systems Inc.
Authorized Representative Signature
Print Name
Title
Date
Telephone No.
Fax No.
E-Mail Address
TM Copmipht 1974200S MrcoMPony Amodatek
I
xa 11 j
TO: Lincoln-Parry Associates Inc. C.C. Licensee
114-105 Schneider Road
Ottawa,Ontario
K2K 1Y3
Central Fax 1-613-839-1362
Email: desk@softescrow.com
Support Team: 1-888-7771-2042
BE INFORMED THAT PURSUANT TO SECTION 4(a)
Name:
Address:
Contact:
Tel. No Fax No. . Email:
is no longer a licensed user of those programs included in the Software described or otherwise
included in Software Escrow Agreement No. QQ q1; and bearing dated
APR O 3 .between you a and RNA Mode S stgrrr Inc. (Licensor)which are listed
below:
Programs of the Software NOT licensed by the Licensee:
1.
2.
3.
4.
LICENSOR:RNA Modeling Systems Inc.
Authorized Representative Signature
Print Name
Title
Date
TM cowl.*1W4.2ooe anY
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RIVA MODELING SYSTEMS INC.
SOFTWARE SUPPORT AND MAINTENANCE
AGREEMENT
This Agreement is by and between Riva Modeling Systems Inc. ("Riva" ) and Collier
County, a political subdivision of the State of Florida, (the "Client"):
Riva Modeling Systems Inc. ("Riva" ) provides support and maintenance for each Riva
software module. The Support fee covers technical support provided by telephone and
internet/email during normal business hours (8:00 am EST- 5:00 pm EST) for trained
users. For purposes of this Agreement,trained users are those users who have attended
at least the Basic Users' course for the package or module they have licensed.
Users are provided a direct number and email address for their Riva project manager as
well as a central number and email address for software support inquiries. This support
package covers all new releases/versions of the Riva applications during the support
period. This support and maintenance agreement commences, and is payable, upon
completion of Riva implementation at the client site.
Coverage
Purchase of an Annual Support and Maintenance Agreement covers the following
services:
• Major and minor version updates. Configuration changes will be supplied as XML
packages. These are applied using the XML/Object import facility in Riva. The
user will select a file to load the changes to Riva. Technical changes will be
provided as complete deployments. Additional database specific changes may be
deployed as scripts.
• Support of Riva Product versions older than 18 months may result in time and
material support charges.
• Unlimited normal business hours technical support (excluding consulting).
Support is provided by phone or e-mail. Use of desktop sharing and/or remote
control software may be required, and shall be limited to designated Client staff
who have completed Riva configuration training.
• Normal Support covers inquiries as to technical use (Riva script assistance),
security configuration questions, troubleshooting support for existing
Sit-
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RIVA MODELING SYSTEMS INC.
SOFTWARE SUPPORT AND MAINTENANCE
AGREEMENT
This Agreement is by and between Riva Modeling Systems Inc. ( Riva ) and Collier
County, a political subdivision of the State of Florida, (the "Client"):
Riva Modeling Systems Inc. ("Riva" ) provides support and maintenance for each Riva
software module. The Support fee covers technical support provided by telephone and
internet/email during normal business hours (8:00 am EST- 5:00 pm EST) for trained
users. For purposes of this Agreement, trained users are those users who have attended
at least the Basic Users' course for the package or module they have licensed.
Users are provided a direct number and email address for their Riva project manager as
well as a central number and email address for software support inquiries. This support
package covers all new releases/versions of the Riva applications during the support
period. This support and maintenance agreement commences, and is payable, upon
completion of Riva implementation at the client site.
Coverage
Purchase of an Annual Support and Maintenance Agreement covers the following
services:
• Major and minor version updates. Configuration changes will be supplied as XML
packages. These are applied using the XML/Object import facility in Riva. The
user will select a file to load the changes to Riva. Technical changes will be
provided as complete deployments. Additional database specific changes may be
deployed as scripts.
• Support of Riva Product versions older than 18 months may result in time and
material support charges.
• Unlimited normal business hours technical support (excluding consulting).
Support is provided by phone or e-mail. Use of desktop sharing and/or remote
control software may be required, and shall be limited to designated Client staff
who have completed Riva configuration training.
• Normal Support covers inquiries as to technical use (Riva script assistance),
security configuration questions, troubleshooting support for existing
Riva Modeling Systems Inc. 1
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synchronizations, reports and other configuration elements, and any issues
which can be traced to failure of the Riva application to perform as delivered,
barring issues caused by untrained Riva users.
• This coverage EXCLUDES Riva personnel effecting changes or enhancements
outside of the final delivered and accepted scope of work. Riva staff undertaking
additional reporting requirements, synchronization changes, additional data
configuration, strategy adjustments, additional security profiles and any other
effort which in the normal course of work would be considered "configuration"
is also excluded, except where Riva is offering remote guidance and/or support
as outlined above. Work outside of the final delivered and accepted scope of
work may require separate and additional billing under a Statement of Work.
Acknowledge and Resolve Times
Riva shall provide response times in accordance with the following:
• Incident Severity Level 3 — Critical Business Impact impairing system availability
and affecting core business functions; Riva will respond within 30 minutes and
resolve within eight (8) business hours.
• Incident Severity Level 2 — High Business Impact impairing peripheral
functionality, but not impeding use of software. This severity includes a client's
VIP users (users trained in basic or advanced configuration). Riva will respond
within 3 hours and resolve within two (2) business days.
• Incident Severity Level 1— Moderate Business Impact impairing minor use of the
software; Riva will respond within 3 hours and resolve within five (5) business
days.
• Request Severity Level 0 — Low or No Business Impact to the use of the
software. All business functions are available, but fulfilling a client's request for
service is required to improve functionality, manage new and existing users,
perform current application version patches or schedule a repair activity of a
known problem. This also includes a request to provide documentation,
information, advice or access to a service. As well, changes to attribute names,
adding attributes, measures, and altering strategies to be more inclusive or
exclusive fall within this measure. If a change request is required to resolve this
issue, Riva will schedule with the client.
Please see Table 1 below for more information:
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Acknowledge and Resolve Times
Table 1:
Acknowledge Time Resolve Time
30 minutes starting 8 hours starting next
3 30 minutes 80%
next business day 95% 8 hours business day 80
3 hours starting next 2 Business 2 days starting next 80%
2 3 hours 95%
business day Days business day
5 business days
1 day starting next 5 business
1 3 hours business day 95% days starting next business 80%
day
1 day starting next Scheduled Scheduled with end
0 3 hours business day 95% with end 80%
user
user
Please note: Riva's Service Desk is available 8:00am — 5:00pm EST, Monday to Friday
except recognized statutory holidays.
Service Desk Services
The Service Desk provides a single point of contact for End Users to report Incidents and
make Service Requests. The Service Desk is responsible for the satisfactory resolution of
Incidents and fulfillment of Service Requests.
Riva's Service Desk is responsible for the following:
• Provide our clients a single telephone number and email address to contact
Riva's Service Desk
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• Receive Incidents and Service Requests
• Log Incidents and Service Requests in Riva's support ticket tool, detailing the End
User who is affected,the Incident or Service Request they are reporting, and the
Severity Level
• Resolve support tickets at first contact where possible
• Escalate Severity 3 support tickets immediately and Severity 2 and 3 support
tickets that are nearing a service level breach or as required
• Dispatch support tickets to appropriate Riva resources or other 3rd-Party
Providers when not resolved at first contact
• Monitor and track support tickets through to resolution
• Provide the current status of support tickets to clients upon request.
Our client is responsible for the following:
• Report Incidents and Service Requests to the Service Desk
• Maintain an updated contact listing for use by Service Desk personnel in
contacting designated personnel for assistance and notification
• Maintain an updated VIP contact list for use by Service Desk personnel for
properly assigning severity levels
• Assist in ensuring client's support teams and other contracted vendors, report
incident status and resolution back to the Service Desk
• Provide an adequate level of onsite and/or remote access for all Riva resources
for which Riva has incident resolution responsibility.
Service Management Services
The Service Manager will function as the single point of accountability and interface for
the delivery of Riva's services to our clients. He or she is Client's escalation point for any
issues as well as for discussion of new or changing requirements. Ultimately, the Service
Manager is responsible to the Client for ensuring service levels are met,that services are
being delivered to Client's satisfaction, and to continually look for ways to better align
these services with the goals of Client's organization.
Riva's Service Manager is responsible for delivering the following in-scope services
within established service levels:
• Be a focal point and contact point for clients with respect to Riva's services
• Monitor and review Riva's services, service delivery, and service levels
• Review the underpinning contacts of 3rd-party service providers
• Identify and remediate service deficiencies and implement service improvement
programs
• Escalate and manage high priority issues
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• Provide updates and management reports to clients
• Review and discuss reports, high priority issues, and future client requirements
• Prepare Statements of Work for projects that fall out of scope of the services
described in this document
• Negotiate change to services, service delivery, and service levels with clients and
Riva's service delivery teams
• Be a focal point for customer queries regarding invoicing
• Monitor the quality and effectiveness of support services for our client's account
• Prepare, conduct, analyze and respond to Client Satisfaction Surveys.
Our client is responsible for the following:
• Provide a client contact for communication and service management with Riva
• Involve Riva's Service Manager in the appropriate strategic, operational and
budgetary exercises
• Participate in satisfaction surveys.
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Reporting and Communication
There will be a review every quarter to be held between
Riva and client, to evaluate the performance and service
levels. This meeting will also encompass discussions on
service level fulfillment, service delivery, and future projects
that may affect the service levels in this agreement.
Provider will deliver a standard report detailing the
following:
Quarterly A summary of the customer activity& provider performance
Total ticket count
Tickets by severity
Resolution times by severity
Service requests completed
Open Incidents
There will be an annual meeting between Riva and client to
review and discuss the following:
All current services
Previous year performance
Annually Client satisfaction data
Management observations
Key achievements
Key goals for next year
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Pricing
The pricing for Client's Annual Software Support and Maintenance will be confirmed
during the initial license fee determination. Increases in Maintenance Fees per calendar
year (if any) shall not be greater than the lesser of; an increase in the Consumer Price
Index over the twelve- month period prior to such increase, or a maximum of 5% per
annum.
Resource Rates
Pricing for Riva resources for additional time and material projects is listed below:
Project Manager $200
Consultant $200
Senior Implementation Specialist $175
Junior Implementation Specialist $150
Developer $175
Terms and Conditions
Initial Payment: The initial support payment will be billed upon successful
implementation of the software in Client's environment, after installation, configuration
and training have been completed. This will determine the renewal anniversary date.
Payment will be made upon receipt of a proper invoice and in compliance with Section
218.70, Ha. Stats., otherwise known as the "Local Government Prompt Payment Act".
Renewal: The contract shall be for an initial one (1) year period, commencing on the
day immediately following completion of the system implementation and terminating
one (1) year from that date. The Client may, at its discretion and with the consent of
Riva, renew the Agreement under all of the terms and conditions contained in this
Agreement for ten (10) additional one (1) year periods.The Client shall give Riva written
notice of the Client's intention to renew the Agreement term not less than sixty (60)
days prior to the end of the Agreement term then in effect. If notice is not received then
the Agreement will be deemed to have been renewed for an additional year. Upon
expiration of the renewal periods, the Agreement may be amended by the Parties to
provide for additional renewal periods. Alternatively, the County Manager, or his
designee, may also, at his discretion, extend the Agreement under all of the terms and
conditions contained in this Agreement for up to one hundred eighty (180) days. The
County Manager, or his designee, shall give the Riva written notice of the Client's
Tom^—
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intention to extend the Agreement term not less than ten (10) days prior to the end of
the last Agreement period.
Upon acceptance of an annual renewal, an invoice will be generated in an amount equal
to twenty-seven thousand five-hundred US dollars ($27,500), which is 22% of the
original license fee of one hundred twenty-five thousand US dollars ($125,000), plus
22% of any amounts for any additional extensive customization costs incurred since
initial implementation, adjusted by the U.S. Consumer Price Index-South Region for the
immediate twelve (12) month period preceding the anniversary date of the Agreement.
Cancellation: The Agreement can be cancelled by the Client at any time in writing by e-
mail, fax or letter. In case of cancellation, Riva will pro-rate any unused time on this
agreement and issue a refund. Notification should be provided to:
accounts @rivamodeling.com.
Performance Warranty: Riva shall provide all services hereunder in a good, timely and
workmanlike manner consistent with leading industry standards. If the Client
determines that Riva is in default under this Agreement, the Client shall notify Riva in
writing of Riva's default(s). If the Client determines that Riva has not remedied and
cured the default(s) within fifteen (15) calendar days following receipt by Riva of said
written notice or such longer period of time as may be consented to by the Client in
writing and in its sole discretion, then Client, at its option, without releasing or waiving
its rights and remedies against Riva and without prejudice to any other right or remedy
it may be entitled to hereunder or by law, may terminate Riva's right to proceed under
the Agreement, in whole or in part.
Confidentiality: Each of us shall use reasonable efforts (and, in any event, efforts that
are no less than the efforts we use to protect our own Confidential Information) to
protect from disclosure such information that is the Confidential Information of the
other. Each of us shall divulge such Confidential Information only to our employees,
subcontractors or agents who require access to it for the purposes of this Agreement.
"Confidential Information" means all data and information relating to either of our
business, management or affairs, provided, however,that Confidential Information shall
not include any data or information which: (i) is or becomes publicly available through
no breach of this Agreement; (ii) is already in the rightful possession of the receiving
party prior to disclosure hereunder; (iii) is independently developed; (v) is rightfully
obtained from a third-party; or (vii) is disclosed pursuant to court order or other legal
compulsion. Confidentiality of information contained in this agreement is subject to the
requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida
Sunshine Law, Chapter 286, Fla. Stat.
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Governing Law: Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the
appropriate federal or state courts in Collier County, Florida, which courts have sole and
exclusive jurisdiction on all such matters.
Waivers: Any consent by a party to, or waiver of, a breach by the other, whether
express or implied, shall not constitute a consent to or waiver of or excuse for any other
different or subsequent breach unless such waiver or consent is in writing and signed by
the party claimed to have waived or consented.
Subject to Appropriation: It is further understood and agreed by and between the
parties herein that this agreement is subject to appropriation by the Board of County
Commissioners.
Definitions:
Service Level Agreements (SLAB) are targets which allow our clients to understand
timeliness and level of performance to expect from Riva.
Acknowledge Time refers to the agreed-upon time to respond to a client's service
request.
Resolve Time refers to the agreed-upon time to resolve a client's service request.
Incident is an event which is not part of the standard operation of a client's service
which causes a disruption or reduction in the quality of services and client productivity.
Service Request is a request from a client for information, advice, documentation,
and/or access to service.
Change refers to the addition, modification or removal to the client's approved
environment.
Request For Change (RFC) is used to record details of a request for a change to a client's
baseline environment.
Change Management is the process responsible for controlling the lifecycle of all
changes. An RFC is the initial step in the change process. RFCs should pass through an
internal Riva change management meeting for review and approval.
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Escalation means contacting designated personnel to advise them of high severity
incidents. Escalation of incidents is intended to assist in incident resolution and client
communication.
Single Point of Contact (SPOC) refers to Riva's Service Desk. Clients will have a single
contact phone number and email as an entrance point to Riva's support.
The Service Manager will function as the single point of accountability and interface for
the delivery of Riva's services to our clients. He or she is Client's escalation point for any
issues as well as for discussion of new or changing requirements. Ultimately, the Service
Manager is responsible to the Client for ensuring service levels are met,that services are
being delivered to Client's satisfaction, and to continually look for ways to better align
these services with the goals of Client's organization.
VIP End User is a client's user trained in basic or advanced configuration.
Support Agreement Coverage Specifics
Client: Collier County Government
3339 Tamiami Trail East,Suite 303
Naples, FL 34112-5361
Software: RIVA Decision Support (DS) (the"Software") solely for the
Public Utilities Division
Effective Date: to be confirmed
Annual Support Cost: US Dollars$27,500
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IN WITNESS WHEREOF, the parties have each, respectively, by an authorized person or
agent, have executed this Agreement on the date(s) indicated below.
ATTEST: BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY,,FLORIDA
Dwigh E. : •ck;EI Jc
BY _.i: By:��' i D- ut Clerk -Gee a-A-I4FHe Attest.as#o Chaii�an' p y �+ •
signature only, •',; Tom Henning, Date.J/l f I(if
Chairman
First Witness: Riva Modeling Systems, Inc.
By: A it./�/t`� '
By: A ' 414
Al ay( Jag ;hs SInature Date: ()lie /e, l vr,7
Print Name / M77, C/do
Second Witness: Print Name and Title
By: //k-"",
pm-iv z-4.ez__
Print Name
•proved as to form and legality:
_Il.l.l��I :�
Assistant C. my AttiJ rney W
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