HomeMy WebLinkAboutbocc.res.144.2006A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
PITKIN COUNTY, COLORADO, AUTHORIZING THE BOARD TO ENTER
INTO AN INTERGOVERNMENTAL AGREEMENT WITH THE CITY OF
ASPEN, TOWN OF BASALT, TOWN OF SNOWMASS VILLAGE, ASPEN FIRE
PROTECTION DISTRICT, BASALT & RURAL FIRE PROTECTION
DISTRICT, SNOWMASS- WILDCAT PROTECTION DISTRICT,
CARBONDALE FIRE PROTECTION DISTRICT AND THE ASPEN/PITKIN
COUNTY EMERGENCY TELEPHONE SERVICE AUTHORITY TO ENTER
INTO A VALLEYWIDE PUBLIC SAFETY COMPUTER SYSTEM (NEW
WORLD SYSTEMS) CONTRACT AND WHERE EACH AGENCY IS
MONETARILY RESPONSIBLE FOR PAYING THEIR SHARE OF THE
SYSTEM.
RESOLUTION NO. /� 2006
RECITALS
The Board of County Commissioners of Pitkin County under the authority
Granted pursuant to C.R.S. § 29 -1 -201 and Article XIV, Section 10 of the
Colorado Constitution is hereby entering into an Intergovernmental
Agreement with the City of Aspen, Town of Basalt, Town of Snowmass
Village, Aspen Fire Protection District, Basalt & Rural Fire Protection
District, Snowmass- Wildcat Protection District, Carbondale Fire
Protection District and the Aspen/Pitkin County Emergency Telephone
Service Authority.
The purpose of this Contract and Agreement attached as Exhibit A and Exhibit B
is to have a valley wide computer system for Public Safety where information is
accessible to all Public Safety agencies in a seamless approach that benefit
the citizens of Pitkin County and portions of Eagle and Gunnison Counties as
defined by the Pitkin County's Public Safety Answering Point jurisdictional
boundary. The Intergovernmental Agreement states the each agency is
responsible paying their• share of the contract so that Pitkin County will not be
liable for those amounts.
3. If the New World Systems contract is signed by Pitkin County before the
Intergovernmental Agreement is signed by all agencies involved, the New
World Systems contract will not be valid until all agencies have signed the
Intergovernmental Agreement.
4. The Board of County Commissioners had determined that it is in the best
interest of the citizens of Pitkin County to enter into this Contract and
Intergovernmental Agreement.
NOW THEREFORE BE IT RESOLVED by the Board of County Commissioners of
Pitkin County, Colorado that it does hereby approve both the Contract between Pitkin
County and New World Systems and the Intergovernmental Agreement between Pitkin
County and the City of Aspen, Town of Basalt, Town of Snowmass Village, Aspen Fire
Protection District, Basalt & Rural Fire Protection District, Snowmass- Wildcat Fire
Protection District, Carbondale Fire Protection District and the Aspen/Pitkin County
Emergency Telephone Service Authority and authorizes the Chair to sign the Contract
and Intergovernmental Agreement in substantially the form attached as Exhibit A and
Exhibit B, as approved by the County Attorney.
INTROD CED, FIRST READ, AND SET FORTH FOR PUBLIC ON
/1/, P"M A --,, /5- 2006
NOTICE Of U LI�HEARIN�GP UBLISHED IN O THE ASPEN TIMES WEEKLY ON
AD E FINAL READING AND PUBLIC HEARING ON
6 2006
PUBLISHED BY TITLE AND SHOr SUMMA7Y, AFTER ADOPTION, IN THE
ASPEN TIMES WEEKLY ON pip / 7 .2006
John Ely,
MANAGER
Hilary Fl c�er, County Manager
RECOMME DED APPROVAL:
al - at, Marc al Cod ...cations Director
BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO
By:
Michael C. Ireland, Chairman
Date: t Z - O.d - GIB
O
APPROVED AS TO FO
i >
EXECUTION COPY
PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM
INTERGOVERNMENTAL AGREEMENT
by and among
PITKIN COUNTY
CITY OF ASPEN
TOWN OF BASALT
TOWN OF SNOWMASS VILLAGE
ASPEN FIRE DISTRICT
BASALT FIRE DISTRICT
SNOWMASS WILDCAT FIRE DISTRCIT
CARBONDALE FIRE DISTRICT
and
E911 AUTHORITY
Dated as of October 1, 2007
providing for the funding of
that certain Contract for Provision of Products and Services
entered into between Pitkin County Board of County Commissioners and New World
Systems Corporation for the establishment of a Public Safety Records Management System
5
PUBLIC RECORDS MANAGEMENT SYSTEM
INTERGOVERNMENTAL AGREEMENT
THIS PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM INTERGOVERNMENTAL
AGREEMENT (this "Agreement ") is entered into as of October 1, 2007 by and among PITKIN
COUNTY, CITY OF ASPEN, TOWN OF BASALT, TOWN OF SNOWMASS VILLAGE,
ASPEN FIRE DISTRICT, BASALT FIRE DISTRICT, SNOWMASS WILDCAT FIRE
DISTRICT, CARBONDALE FIRE DISTRICT and the E911 AUTHORITY (the "Initial
Signatories ").
RECITALS
WHEREAS, pursuant to title 29, article 1, part 2, Colorado Revised Statutes, as amended
(the "Intergovernmental Relations Statute "), and article XIV, section 18 of the Colorado
Constitution, governments may contract with one another to provide any function, service or
facility lawfully authorized to each of the contracting units and any such contract may provide
for the joint exercise of the function, service or facility; and
WHEREAS, the Initial Signatories are counties, municipalities, fire districts or
Authorities located in or near the Roaring Fork River Valley in west - central Colorado that desire
to cooperate in the funding a of a Public Records Management System pursuant to the
Intergovernmental Relations Statute for the purpose of financing, operating and maintaining said
public records management system; and
WHEREAS, the Pitkin County Board of County Commissioners has negotiated a
Contract for Provisions of Products and Services, dated . for standard software
license and services agreement with New World Systems Corporation, (the "New World
Contract") a copy of which is appended hereto as Exhibit "A" and incorporated herein as if fully
set forth; and
WHEREAS, the Initial Signatories desire to enter into this Intergovernmental Agreement
for the purpose of cost sharing in the expense of establishing and operating the public safety
records management system.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual covenants set forth below,
the Initial Signatories hereby agree as follows:
ARTICLE I
COST - SHARING
Section 1.01 Cost Sharing: Software. The Initial Signatories hereby acknowledge that
the expected cost of acquisition and implementation for the public safety record management
system software is currently estimated at $640,826.00 and the cost sharing amounts set forth in
this section are based upon this estimate. The total software cost and the cost sharing amounts
may change due to the cost of certain variables and options that may be added to the New World
Contract. The methodology and formula used to establish each entity's share of the total cost is
described in Exhibit "B" appended hereto.
Pitkin County:
$106,330.00
City of Aspen:
155,564.00
Town of Basalt:
41,448.00
Town of Snowmass Village:
41,994.00
Aspen Fire District:
35,895.00
Basalt Fire District:
46,683.00
Snowmass Wildcat Fire District:
30,181.00
Carbondale Fire District:
8,605.00
E911 Authority:
174.125.00
Total:
$640,826.00
Section 1.02 Hardware costs. The Initial Signatories hereby acknowledge that the
cost of computer hardware specifically used for the operation of New World Systems software is
approximately $40,000, and will be funded through E911 Authority funding.
Section 1.03 Cost Sharing: Operating and Maintenance. The Initial
Signatories hereby acknowledge that expected operating, upgrade, and maintenance costs,
specifically associated with New World Systems software will be:
Year 1 2007 $0
Year 2 2008 $58,680
Year 3 2009 $62,285
Year 4 2010 $65,890
Year 5 2011 $69,495
Year 6 2012 $73,100
Maintenance costs are initially allocated by the number of modules that each public
safety function is using. Law and fire costs are then allocated based on the same cost sharing
formula as the project capital costs. Please refer to Exhibit `B" for further information.
Section 1.04 Information Systems Services The Initial Signatories hereby
acknowledge that costs and terms for the provision of City of Aspen and Pitkin County
Information Systems Services and Support are subject to agreement separate from this document.
i
Section 1.05. Timing for Payments. Contract deposits and progress payments will be
made by the E911 Authority and then billed to the signatories. Within thirty (30) days of billing,
the parties shall each remit the amount due to the E911 Authority. The parties recognize that
such funds shall be non - refundable after execution of the New World Contract.
ARTICLE 11
TERM AND TERMINATION
Section 2.01. Effective Date. The term of this Agreement shall begin on October 1,
2007; provided all the Initial Signatories have executed this Intergovernmental Agreement.
Section 2.02. Termination. The term of this Agreement shall end when all the Initial
Signatories agree in writing to terminate this Agreement; provided, however, that this Agreement
may not be terminated so long as the New World Contract has not been terminated by its terms.
ARTICLE III
AMENDMENTS
Section 3.01. Amendments Generally. Except as otherwise specifically provided
herein, this Agreement may be amended only by the unanimous consent of the Initial
Signatories.
ARTICLE IV
MISCELLANEOUS
Section 4.01. Adoption and Execution of Agreement in Accordance with Law. Each
Initial Signatory hereby represents to each other Initial Signatory that it has adopted and
executed this Agreement in accordance with applicable law.
Section 4.02. Parties in Interest. Nothing expressed or implied herein is intended or
shall be construed to confer upon any Person other than the Initial Signatories any right, remedy
or claim under or by reason of this Agreement, this Agreement being intended to be for the sole
and exclusive benefit of the Initial Signatories.
Section 4.03. No Personal Liability. No covenant or agreement contained in this
Agreement or any resolution or Bylaw issued by the governing board of Initial Signatories shall
be deemed to be the covenant or agreement of an elected or appointed official, officer, agent,
servant or employee of any Initial Signatory in his or her individual capacity.
4 6
Section 4.04. Notices. Except as otherwise provided in this Agreement, all notices,
requests, requisitions or other communications to any Initial Signatory shall be in writing at the
last address specified by them in writing to Pitkin County.
Section 4.05. Assignment. None of the rights or benefits of any Initial Signatory may
be assigned.
Section 4.06. Severability. If any clause, provision, subsection, Section or Article of
this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the invalidity,
illegality or enforceability of such clause, provision, subsection, Section or Article shall not
affect any of the remaining provisions of this Agreement.
Section 4.07. Interpretation. Subject only to the express limitations set forth herein,
this Agreement shall be liberally construed (a) to permit the Initial Signatories to exercise all
powers that may be exercised pursuant to the Intergovernmental Relations Statute; and, (b) to
permit the Initial Signatories to exercise all powers that may be exercised by them with respect to
the subject matter of this Agreement pursuant to the Intergovernmental Relations Statute and
other applicable law. In the event of any conflict between the Intergovernmental Relations
Statute or any other law with respect to the exercise of any such power, the provision that
permits the broadest exercise of the power consistent with the limitations set forth in this
Agreement shall control.
Section 4.08. Governing Law. The laws of the State shall govern the construction and
enforcement of this Agreement.
Section 4.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same Agreement.
5 1
SIGNATURE PAGE
to
PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM
INTERGOVERNMENTAL AGREEMENT
Dated as of October 1, 2007
PITKIN COUNTY, COLORADO
4 P v/40C4;,
Name C- I f CA Aa
Title L' lAk %X f>0 CC 1 Z-06-6
SIGNATURE PAGE
to
PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM
INTERGOVERNMENTAL AGREEMENT
Dated as of October 1, 2007
ATTEST:
Clerk
CITY OF ASPEN, COLORADO
By
Name
Title / �tCJ{11NA
�C/I4
d
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF BASALT,
COLORADO, AUTHORIZING THE COUNCIL TO ENTER INTO AN
INTERGOVERNMENTAL AGREEMENT WITH PITKIN COUNTY, THE CITY OF
ASPEN, THE TOWN OF SNOWMASS VILLAGE, THE ASPEN FIRE PROTECTION
DISTRICT, THE BASALT & RURAL FIRE PROTECTION DISTRICT, THE
SNOWMASS - WILDCAT PROTECTION DISTRICT, THE CARBONDALE FIRE
PROTECTION DISTRICT AND THE ASPEN / PITKIN COUNTY EMERGENCY
TELEPHONE SERVICE AUTHORITY TO ENTER INTO A VALLEY WIDE PUBLIC
SAFETY COMPUTER SYSTEM (NEW WORLD SYSTEMS) CONTRACT AND WHERE
EACH AGENCY IS MONETARILY RESPONSIBLE FOR PAYING THEIR SHARE OF
THE SYSTEM, AND AUTHORIZING THE MAYOR OR TOWN MANAGER TO
EXECUTE SAID AGREEMENT ON BEHALF OF THE TOWN OF BASALT,
COLORADO
Town of Basalt, Colorado
Resolution No. 17
Series of 2006
WHEREAS, there has been submitted to the Town Council an Intergovernmental
Agreement for the purchase of a valley wide public safety records management and
information sharing system, between the City of Aspen, Pitkin County, Town of Basalt,
Town of Snowmass Village, Aspen Fire Protection District, Basalt & Rural Fire Protection
District, Snowmass - Wildcat Protection District, Carbondale Fire Protection District and
the Aspen /Pitkin County Emergency Telephone Service Authority, a true and accurate
copy of which is attached hereto as Exhibit "A ";
WHEREAS, said Intergovernmental Agreement is approved,
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF
BASALT, COLORADO, That the Town Council of the Town of Basalt hereby approves
the Intergovernmental Agreement for the purchase of a valley wide public safety records
management and information sharing system, between the City of Aspen, Pitkin County,
Town of Basalt, Town of Snowmass Village, Aspen Fire Protection District, Basalt &
Rural Fire Protection District, Snowmass - Wildcat Protection District, Carbondale Fire
Protection District and the Aspen /Pitkin County Emergency Telephone Service Authority,
a copy of which is annexed hereto and incorporated herein, and does hereby authorize
the Mayor or Town Manager to execute said agreement on behalf of the Town of Basalt.
Read arid approved this 12'" day of December, 2006 by a vote of 7 to 0.
TOWN OF BASALT, COLORADO
M
uro x, Mayor
SIGNATURE PAGE
to
PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM
INTERGOVERNMENTAL AGREEMENT
Dated as of October 1, 2007
ATTEST: SNOWMA WILDCAT FIRE DISTRICT
( .ten. I r By
C
Name S+zr�^ 56wl�
Title t—CvL
13 /�
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF BASALT,
COLORADO, AUTHORIZING THE COUNCIL TO ENTER INTO AN
INTERGOVERNMENTAL AGREEMENT WITH PITKIN COUNTY, THE CITY OF
ASPEN, THE TOWN OF SNOWMASS VILLAGE, THE ASPEN FIRE PROTECTION
DISTRICT, THE BASALT & RURAL FIRE PROTECTION DISTRICT, THE
SNOWMASS- WILDCAT PROTECTION DISTRICT, THE CARBONDALE FIRE
PROTECTION DISTRICT AND THE ASPEN / PITKIN COUNTY EMERGENCY
TELEPHONE SERVICE AUTHORITY TO ENTER INTO A VALLEY WIDE PUBLIC
SAFETY COMPUTER SYSTEM (NEW WORLD SYSTEMS) CONTRACT AND WHERE
EACH AGENCY IS MONETARILY RESPONSIBLE FOR PAYING THEIR SHARE OF
THE SYSTEM, AND AUTHORIZING THE MAYOR OR TOWN MANAGER TO
EXECUTE SAID AGREEMENT ON BEHALF OF THE TOWN OF BASALT,
COLORADO
Town of Basalt, Colorado
Resolution No. 17
Series of 2006
WHEREAS, there has been submitted to the Town Council an Intergovernmental
Agreement for the purchase of a valley wide public safety records management and
information sharing system, between the City of Aspen, Pitkin County, Town of Basalt,
Town of Snowmass Village, Aspen Fire Protection District, Basalt & Rural Fire Protection
District, Snowmass - Wildcat Protection District, Carbondale Fire Protection District and
the Aspen /Pitkin County Emergency Telephone Service Authority, a true and accurate
copy of which is attached hereto as Exhibit "A ";
WHEREAS, said Intergovernmental Agreement is approved,
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF
BASALT, COLORADO, That the Town Council of the Town of Basalt hereby approves
the Intergovernmental Agreement for the purchase of a valley wide public safety records
management and information sharing system, between the City of Aspen, Pitkin County,
Town of Basalt, Town of Snowmass Village, Aspen Fire Protection District, Basalt &
Rural Fire Protection District, Snowmass - Wildcat Protection District, Carbondale Fire
Protection District and the Aspen /Pitkin County Emergency Telephone Service Authority,
a copy of which is annexed hereto and incorporated herein, and does hereby authorize
the Mayor or Town Manager to execute said agreement on behalf of the Town of Basalt.
Read and approved this 12` day of December, 2006 by a vote of 7 to 0.
TOWN OF BASALT, COLORADO
By.
Leroy Duro x, Mayor
:
o • SEAL
I --*
SIGNATURE PAGE
to
PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM
INTERGOVERNMENTAL AGREEMENT
Dated as of October 1, 2007
ATTEST:
Cler Q
Clerk
ASPEN FIRE DISTRICT
By
Name 7 / r , �Lmo-ei
�3
SIGNATURE PAGE
to
PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM
INTERGOVERNMENTAL AGREEMENT
Dated as of October 1, 2007
ATTEST:
BASALT AND RURAL FIRE PROTECTION
DISTRICT
By �LJC
rk �
Name Ed VanWalraven
Title President
6 /�
SIGNATURE PAGE
to
PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM
INTERGOVERNMENTAL AGREEMENT
Dated as of October 1, 2007
ATTEST: CARBONDALE FIRE DISTRICT,
COLORADO
Clerl �� \
By
Name _t L/.I .r.
Title T ik- ✓l,
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New World Sy :ale is
AGREEMENT AND AUTHORIZATION FOR PROCUREMENT
OF COMPUTER HARDWARE. PROPRIETARY SOFTWARE AND SERVICES
March 7, 2007
This agreement (Agreement) between Aspen- Pitkin County, Colorado (Customer) and New World Systems Corporation,
(New World) is to cover the procurement of Computer Hardware, Proprietary Software products and services by New World for
Customer.
The attached configuration (Exhibit 1) describes the products and services that Customer will be obtaining through New World.
By their written approval below, Customer authorizes New World to order the Exhibit 1 products for delivery to:
Aspen - Pitkin County
Attn: Mark Gamrat
506 E. Main, Dept. C
Aspen, CO 81611
Upon execution of this Agreement, a down payment of 50% of the Exhibit 1 cost is due. The balance is due upon delivery of the
Computer Hardware. All payments are due within thirty (30) days from receipt of invoice.
Customer is responsible for the site preparation and related costs to install the Exhibit 1 products. Customer is responsible for
any returned product charges, including re- stocking and shipping fees, for all 3r party products ordered by New World on the
Customer's behalf. Actual and reasonable travel expenses incurred by New World and actual employee travel time up to but
not to exceed four (4) hours per Customer visit, are in addition to the Exhibit 1 cost and will be billed weekly as incurred.
Any taxes or fees imposed from the course of this Agreement are the responsibility of the Customer and Customer agrees to
remit when imposed. If an exemption is claimed by the Customer, an exemption certificate most be submitted to New World.
After execution of this Agreement, the Exhibit 1 components and cost may be changed by mutual agreement of both parties. If a
change order in the configuration requires additional costs, New World shall notify Customer of the additional costs and with
Customer's approval these costs shall be home by Customer. Without such approval, the change order will not be processed.
Customer shall or may be required to execute selected Agreements with vendors and New World shall not confirm the ordering
of any Exhibit 1 products without Customer's authorized signature on the Agreements. Customer shall receive the benefit of all
warranties, services, etc. provided for in the Agreements.
ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS CORD TION ASPEN - PITKIN COUNTY. COLORADO
(New Id �(/ /� (Cust09p
By: (X . B
rry D. Leinweber, President Authorized Signature Title
By:
Authorized Signature Title
Date: 3 7 Date:
Each individual signing above represents that (s)he has the requisite authority to execute this Agreement on behalf
of the organization for which (s)he represents and that all the necessary formalities have been met.
Corporate: 888 West Big Beaver Road • Suite 600 • Troy • Michigan 48084 - 4749.248- 269 -1000 • www.newworldsystems.com ! L 6
I
ITEM DESCRIPTION
1 Message Switch- IBM eServer p5 -52A Deskside or Rack Server
- Power GXT135p Graphics Accelerator w/Digital Support
- (2) 73GB 10,000 RPM Ultra320 SCSI Disk Drive (RAID 1)
- IBM T541H/L150p 15" TFT Flat Panel Color Monitor
- 6' Extender Cable for Displays (15 -pin)
- 1024MB (2X512MB) DIMMs, 533MHz DDR SDRAM
- Software Preinstall
- (2) AC Power Supply, 850W
- 1 -Way 2.1GHz POWER5+ Processor Card
- IDE Slimline DVD -ROM Drive
- (3) Power Cord (6- Foot), 125V/1 5A
- Ultra320 SCSI 4 -Pack
March 7.2007
EXHIBIT 1
CONFIGURATION
2
AGREEMENT AND AUTHORIZATION FOR PROCUREMENT
OF COMPUTER HARDWARE. PROPRIETARY SOFTWARE AND SERVICES
- Media Backplane Card
- IBM Deskside Cover Set or Rack Rail Kit
- Zero -priced Value Pak Processor Entitlement
- Quiet Touch Keyboard - USB, Black
- Mouse - Business Black with Keyboard Attachment Cable
- Language Group: US English
- 2 -Port Asynchronous IEA -232 PCI Adapter
- 36/72GB 4mm Internal Tape Drive w. 5pk media + cleaning tape
US Robotics V.90 External Data /Fax Modem (ECS)
Total System Hardware
ITEM
DESCRIPTION
1 Message Switch System Software
-AIX V5.3
- System Program Order (CD Media)
- AIX V5.3 Value Pak
Total System Software
(tcnnbm rs6000.doc)
CONFIDENTIAL
Page 2
INVESTMENT
$8,400
100
$8,500
INVESTMENT
N/C
50
150
$200
Aspen- Pitkin Co,. CO
9'
ITEM DESCRIPTION
1 Three Year IBM Service Suite
- Includes 3 Year HW /SW Maintenance
- Includes 24X7X4 Warranty Service Upgrade
ITEM DESCRIPTION
1 RS /6000 Installation Support'
INVESTMENT
$2,200
Total IBM Services $2,200
INVESTMENT
$2,500
Total New World Services 2,500
TOTAL SYSTEM PRICE q0
RS16000Installation and Support includes: Standard system procedure; RS 16000 to MDT /MCT (data
management; Workflow /process of implementing mobile communications; External consideration; and
Ongoing systems administration including updates, backups database verification, forms creation, etc.)
CONFIDENTIAL
(lentibm rsd000.doo) Page 3 Aspen - Pitkin Co,. CO
WE
blk New World Sy stems
Urr Publ" �,,for M! /ntan r��n9xun
July 26. 2007
ADDITIONAL SOFTWARE LICENSE AGREEMENT
Mr. Mark Gamrat
Aspen - Pitkin County Communication Center
506 E. Main, Dept. C
Aspen, CO 81611
Dear Mr. Gamrat:
New World Systems is pleased to license you additional software per your request.
The attached forms (Exhibits A and B) are to be reviewed and approved by you and /or your authorized
representative. They describe the additional software and services you have requested along with the
related fees.
Other than for the purposes of internal review, we ask that you treat our fees as confidential information.
This is due to the competitive nature of our business.
The General Terms and Conditions from our original License Agreement are incorporated and continue to
apply. Any taxes or fees imposed from the course of this Agreement are the responsibility of the
Customer.
We thank you for your continued business with New World Systems. We look forward to working on this
project with you.
ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS CORPORATION ASPEN - PITKIN COUNTY. COLORADO
(New World) (Customer)
By: C' /'i (y� B Dv , zs
Larry IYLeinweber, President Author ed all Title
By:
11 7 /� Authorize ignatur Title
Date: 1 / / /- 3/ Date: i y ,� j ^ 17
Each individual signing above represents that (s)he has the requisite authority to execute this Agreement on
behalf of the organization for which (s)he represents and that all the necessary formalities have been met.
Corporate. 888 West Big Beaver Road • Suite 600 • Trov • Michigan 48084-4749- 248-269-1000 • ivvr•iv.neivivor /dsystems.conr 9 3
EXHIBIT A
LICENSED STANDARD SOFTWARE AND FEES
License Fee for Licensed Standard Software And Documentation Selected By Customer:
Aoolication Packaae Cost
CAD
1. Aegis /MSP Third Party CAD Interface Software
- Netclock Serial Interface 6,000
NEW WORLD STANDARD SOFTWARE LICENSE FEE 6,000
LESS DEMONSTRATION SITE DISCOUNT (6,000)
TOTAL SOFTWARE LICENSE FEE'' $I!
Note: Standard Software Maintenance Agreement (SSMA) fees of $960 for the above software will be added to
Customers current SSMA fees and will commence 90 days after delivery of the software; year one cost
to be prorated to run concurrently with Customer's existing SSMA. Subsequent year SSMA fees for the
above software will be consistent with the SSMA agreement currently in effect.
ENDNOTES
Does not include any required third party hardware or software unless specified in Section C of this proposal.
Prices assume that all software is licensed Prices are quoted as preliminary estimates only and are subject to
. further clarification and confirmation.
Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed.
PRICING VALID THROUGH SEPTEMBER 28.2002
CONFIDENTIAL
3CNTADD Netclockdoc Page 2 of 4 Aspen - Pitkin Co., CO
VA
YAM
EXHIBIT B
INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES
1. Interface Installation Service Fees
A flat rate fee is charged for the installation of selected interfaces on Exhibit A. This fee does not include hardware
and /or third party product costs. Whenever possible, this work will be done remotely, resulting in savings in travel
costs. If on -site installation and training is required, Customer will be responsible for the actual travel costs.
Installation includes the following interfaces with these corresponding fees.
a) Netclock Interface
$3,000
TOTAL INTERFACE INSTALLATION SERVICE FEES .............. ..............................
2. SODDOrt Service Fees Estimate
Based on the services suggested above, the Interface Installation Services costs will be a total of $ (Plus all
actual and reasonable travel expenses incurred by New World divided proportionately between all New World
customers visited on a single trip and actual employee travel time for Installation and Training up to but not
exceeding four (4) hours per Customer visit.)
Additional services are also available at the rate of $130 per hour. This rate is guaranteed for work performed on
this contract within 6 months of acceptance. Beyond that date, these and any additional services will be provided at
your then current rate.
3. Additional Services Available
Other New World services may be required or requested for the following:
a) additional software training;
b) tailoring of Licensed Standard Software by New World technical staff and /or consultation with
New World technical staff;
c) New World consultation with other vendors or third parties;
d) modifying the Licensed Standard Software;
e) designing and programming custom software; and
f) maintaining modified Licensed Standard Software and /or custom software.
Customer may request these additional services in writing using New World's Request For Service (RFS)
procedure (or other appropriate procedures mutually agreed upon by Customer and New World).
4. Pavments for Interface Installation Services
Interface Installation Services will be billed as follows:
a) 100% of the total amount is due upon Agreement being signed $3,000
TOTAL INTERFACE INSTALLATION SERVICES FEE .................... ...........................$�QQ
CONFIDENTIAL
3CNTADD Netctockdoe Page 3 of 4 Aspen- Pitkin Co., CO
Exhibit B I PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND
FEES
5. Pavments for Installation and Training SnnDort Services and Travel Costs
All hours for installation and training support services and all travel costs will be billed weekly for services provided
in the previous calendar week.
Note: Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer
agrees to remit when imposed. If an exemption is claimed by the Customer. an exemption certificate must be
submitted to New World.
ALL PAYMENTS ARE DUE WITHIN FIFTEEN (15) DAYS FROM RECEIPT OF INVOICE.
CONFIDENTIAL
3CNTADD Netclockdoc Page 4 of 4 Aspen - Pitkin Co., CO
New World Systems`
Sign -off Sheet
August 14, 2007
Mr. Mark Gamrat
Communications Director
Aspen - Pitkin County Communications Center
506 E. Main Street — Department C
Aspen, CO 81611
Map Data Provider: Aspen/Pitkin County GIS Department
System Administrator: Bruce Romero, Assistant Communications Director
Project Manager: Mr. Richard Netzley
I have reviewed the map data from the above specified source. I agree that the map data is
accurate with respect to Street Names, Street Address Ranges, Intersections and placement. I
authorize the GIS /Geo Implementation to be performed using the map data provided to New
World Systems. I understand that changes to the map after the GIS /Geo Implementation has
been completed may be done on a billable basis.
- rhus�
S a ure Date
New World systen,T" CONFIDENTIAL Page i of
P�
1"M New World Sy/sterrns
llk• /Whhr kx fur k fhrun• t'nminvo
January 31. 2008
ADDITIONAL SOFTWARE LICENSE AGREEMENT
Mr. Mark Gamrat
Aspen - Pitkin County Communication Center
506 E. Main, Dept. C
Aspen, CO 81611
Dear Mr. Gamrat:
New World Systems is pleased to license you additional software per your request.
The attached forms (Exhibits A and B) are to be reviewed and approved by you and /or your authorized
representative. They describe the additional software and services you have requested along with the
related fees.
Other than for the purposes of internal review, we ask that you treat our fees as confidential information.
This is due to the competitive nature of our business.
The General Terms and Conditions from our original License Agreement are incorporated and continue to
apply. Any taxes or fees imposed from the course of this Agreement are the responsibility of the
Customer.
We thank you for your continued business with New World Systems. We look forward to working on this
project with you.
ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS CORPORATION
(NeM�& le
By: .
LaryD. Leinweber, President
Date: O ` -o i ^t7 6
ASPEN - PITKIN COUNTY. COLORADO
(Customer)
BYI C l n �w �ILLe a2
Author d Si ature Title
By:
Authorized % ,nature Title
Date: I /S /L
Each individual signing above represents that (s)he has the requisite authority to execute this Agreement on
behalf of the organization for which (s)he represents and that all the necessary formalities have been met.
Corporate 888 West Big Beaver Road • Suite 600 • Trail- hfrchigan 48084 - 4749.248 -269 -1000 • www.newworldsystems.com ,y
EXHIBIT A
LICENSED STANDARD SOFTWARE AND FEES
1. License Fee for Licensed Standard Software And Documentation Selected By Customer:
ADDlication Packaee
CAD
1. Aegis/MSP Third Party CAD Interface Software
- Priority Dispatch ProQA for EMD Interface
TOTAL SOFTWARE LICENSE FEE'
Cost
6,000
Note: Year 1 Standard Software Maintenance Agreement (SSMA) fees of $960 for the above software will be
added to Customer's current SSMA fees and will commence 90 days after delivery of the software; year
one cost to be prorated to run concurrently with Customer's existing SSMA. Subsequent year SSMA fees
will be consistent with the SSMA agreement currently in effect.
ENDNOTES
I Does not include any required third party hardware or software unless specified in Section C of this proposal
' Prices assume that all sofhvare is licensed
3 Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed.
1 CNTADD ProQA rl.doc
CONFIDENTIAL
Page 2 of 5
Aspen- Pitkin Co., CO
Aq
r
Exhibit A / LICENSED STANDARD SOFTWARE AND FEES
2. License Fee Pavment Schedule for Licensed Standard Software and Documentation
a) DOWN PAYMENT $3,000
50% of the total Exhibit A cost
[Invoiced upon receipt of signed
Standard Software License and Services.4greentent.]
b) DELIVERY PAYMENT $3,000
50% of each application cost
[Invoiced as eajh Exhibit A Licensed Standard
Software package is delivered to Customer.]
TOTAL LICENSED STANDARD SOFTWARE PAYMENTS DUE . ............................... $ 0M
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE
PRICING VALID THROUGH MARCH 28.2008.
CONFIDENTIAL
1CNTADD ProQA rLdoc Page 3 of 5 Aspen- Pitkin Co., CO 0
3
EXHIBIT B
INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES
Interface Installation Service Fees
A flat rate fee is charged for the installation of selected interfaces on Exhibit A. This fee does not include hardware
and /or third party product costs. Whenever possible, this work will be done remotely, resulting in savings in travel
costs. If on -site installatiorf and training is required, Customer will be responsible for the actual travel costs.
Installation includes the following interfaces with these corresponding fees.
a) ProQA for EMD Interface $4,000
TOTAL INTERFACE INSTALLATION SERVICE FEES .................... ........................$44
New World's implementation services are to assist and train Customers in preparing the Geo -files for use with the
MSP software. The Customer is responsible to provide at the very least a centerline street file with specific data
requirements. (The required street data can be found in the MSP Mapping Requirements document.) If Customer
has other map layers, New World will review and assist in making these files compatible. If Customer does not
provide other map layers, New World will work with Customer to create these layers. Customer is responsible for
having clear boundaries laid out for map layers.
2. SUDDort Service Fees Estimate
Based on the services suggested above, the Interface Installation Services costs will be a total of $4i. (Plus all
actual and reasonable travel expenses incurred by New World divided proportionately between all New World
customers visited on a single trip and actual employee travel time for Installation and Training up to but not
exceeding four (4) hours per Customer visit.)
Additional services are also available at the rate of $130 per hour. This rate is guaranteed for work performed on
this contract within 6 months of acceptance. Beyond that date, these and any additional services will be provided at
your then current rate.
3. Additional Services Available
Other New World services may be required or requested for the following:
a) additional software training;
b) tailoring of Licensed Standard Software by New World technical staff and /or consultation with
New World technical staff;
c) New World consultation with other vendors or third parties;
d) modifying the Licensed Standard Software;
e) designing and programming custom software; and
f) maintaining modified Licensed Standard Software and/or custom software.
Customer may request these additional services in writing using New World's Request For Service (RFS)
procedure (or other appropriate procedures mutually agreed upon by Customer and New World).
4. Pavments for Interface Installation Services
Interface Installation Services will be billed as follows:
a) 100% of the total amount is due upon Agreement being signed $4,000
TOTAL INTERFACE INSTALLATION SERVICES FEE .................. .............................$4 (�4
CONFIDENTIAL
1CNTADD ProQA rl.doc Page 4 of 5 Aspen - Pitkin Co., CO /
3
Exhibit B / PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND
FEES
5. Pavments for Installation and Trainine Su000rt Services and Travel Costs
All hours for installation anddraining support services and all travel costs will be billed weekly for services provided
in the previous calendar week.
Note: Any taxes imposed from the course of this Agreement are the responsibility of the Customer and Customer
agrees to remit when imposed. If an exemption is claimed by the Customer, an exemption certificate must be
submitted to New World.
ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE.
CONFIDENTIAL
ICNTADD ProQA rt.doc Page 5 of 5 Aspen - Pitkin Co., CO
EIAF #5276 — Pitkin County 800 DTRS Infrastructure
EXHIBIT C1
Contract Routing # ppq 1'O
Encumbrance # FOBS5276
Vendor# 846000794
(for Remit Address)
APPR 127 GBL 8SB4
CFDA# N/A
Unilateral
Amendment # 1 of Energv and Mineral Impact Assistance Grant
Between Colorado Department of Local Affairs and the Board of Countv Commissioners,
Countv of Pitkin. 506 East Main Street. Department C. Aspen. Colorado 81611
State Executed Contract Modifications (use state signature page only)
A. Modifications to Contract Boilerplate.
None.
B. Modifications to Exhibit A, Scope of Service.
Time of Performance: "Time of Performance is modified by deleting " December 31. 2007 " and
inserting in lieu thereof " December 31. 2008 ".
All of the terms and conditions of the Original Contract remain unchanged except for those terms and
conditions modified by this Amendment # 1 and all previous amendments. Both parties also expressly
understand that this Amendment # 1 is incorporated into the Original Contract.
Reviewed by:
Pre - approved Form Contract Reviewer
Department of Local ADrector
iusan E. Kirl�pattfck;
Date:
ALL CONTRACTS MUST BE APPROVED BY THE
CRS 24 -30 -202 requires that the State Controller approve all state contracts. This contract is not valid
until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not
authorized to begin performance until the contract is signed and dated below. If performance begins prior
to the date below, the State of Colorado may not be obligated to pay for the goods and /or services
provided.
STATE CONTROLLER:
Leslie M. Shenefelt
By 01f 2 0 11111
—,f� se Mari ten, Controller
Department oT Local Affairs
Date: / ;?- I /B j r37
33
RESOLUTION NO.
Series of 2006
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, AUTHORIZING
THE COUNCIL TO ENTER INTO AN INTERGOVERNMENTAL AGREEMENT WITH PITKIN
COUNTY, THE TOWN OF BASALT, THE TOWN OF SNOWMASS VILLAGE, THE ASPEN FIRE
PROTECTION DISTRICT, THE BASALT & RURAL FIRE PROTECTION DISTRICT, THE
SNOWMASS- WILDCAT PROTECTION DISTRICT, THE CARBONDALE FIRE PROTECTION
DISTRICT AND THE ASPENIPITKIN COUNTY EMERGENCY TELEPHONE SERVICE
AUTHORITY TO ENTER INTO A VALLEYWIDE PUBLIC SAFETY COMPUTER SYSTEM
WORLD SYSTEMS) CONTRACT AND WHERE EACH AGENCY IS MONETARILY RESPONSIBLE
FOR PAYING THEIR SHARE OF THE SYSTEM, AND AUTHORIZING THE MAYOR OR CITY
MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN,
COLORADO.
WHEREAS, there has been submitted to the City Council an Intergovernmental Agreement for the
purchase of a valley wide public safety records management and information sharing system, between the
City of Aspen, Pitkin County, Town of Basalt, Town of Snowmass Village, Aspen Fire Protection District,
Basalt & Rural Fire Protection District, Snowmass- Wildcat Protection District, Carbondale Fire Protection
District and the Aspen/Pitkin County Emergency Telephone Service Authority, a true and accurate copy of
which is attached hereto as Exhibit "A ";
WHEREAS, said Intergovernmental Agreement is approved, NOW, THEREFORE, BE IT
RESOLVED BY THE COUNCIL OF THE CITY OF ASPEN, COLORADO:
That the City Council of the City of Aspen hereby approves the Intergovernmental Agreement for
the purchase of a valley wide public safety records management and information sharing system, between
the City of Aspen, Pitkin County, Town of Basalt, Town of Snowmass Village, Aspen Fire Protection
District, Basalt & Rural Fire Protection District, Snowmass- Wildcat Protection District, Carbondale Fire
Protection District and the Aspen/Pitkin County Emergency Telephone Service Authority, a copy of which
is annexed hereto and incorporated herein, and does hereby authorize the Mayor or City Manager to
execute said agreement on behalf of the City of Aspen.
/ INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 4 V� day of
/ vim.
elen Kali 4n
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and
accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting
held on the day hereinabove stated. 0
Kathryn S . Kee ity Clerk
3�
EXECUTION COPY
PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM
INTERGOVERNMENTAL AGREEMENT
by and among
PITKIN COUNTY
CITY OF ASPEN
TOWN OF BASALT
TOWN OF SNOWMASS VILLAGE
ASPEN FIRE DISTRICT
BASALT FIRE DISTRICT
SNOWMASS WILDCAT FIRE DISTRCIT
CARBONDALE FIRE DISTRICT
and
E911 AUTHORITY
Dated as of October 1, 2007
providing for the funding of
that certain Contract for Provision of Products and Services
entered into between Pitkin County Board of County Commissioners and New World
Systems Corporation for the establishment of a Public Safety Records Management System
3�
5
PUBLIC RECORDS MANAGEMENT SYSTEM
INTERGOVERNMENTAL AGREEMENT
THIS PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM INTERGOVERNMENTAL
AGREEMENT (this "Agreement ") is entered into as of October 1, 2007 by and among PITKIN
COUNTY, CITY OF ASPEN, TOWN OF BASALT, TOWN OF. SNOWMASS VILLAGE,
ASPEN FIRE DISTRICT, BASALT FIRE DISTRICT, SNOWMASS WILDCAT FIRE
DISTRICT, CARBONDALE FIRE DISTRICT and the E911 AUTHORITY (the "Initial
Signatories ").
RECITALS
WHEREAS, pursuant to title 29, article 1, part 2, Colorado Revised Statutes, as amended
(the "Intergovernmental Relations Statute "), and article XIV, section 18 of the Colorado
Constitution, governments may contract with one another to provide any function, service or
facility lawfully authorized to each of the contracting units and any such contract may provide
for the joint exercise of the function, service or facility; and
WHEREAS, the Initial Signatories are counties, municipalities, fire districts or
Authorities located in or near the Roaring Fork River Valley in west - central Colorado that desire
to cooperate in the funding a of a Public Records Management System pursuant to the
Intergovernmental Relations Statute for the purpose of financing, operating and maintaining said
public records management system; and
WHEREAS, the Pitkin County Board of County Commissioners has negotiated a
Contract for Provisions of Products and Services, dated , for standard software
license and services agreement with New World Systems Corporation, (the "New World
Contract') a copy of which is appended hereto as Exhibit "A" and incorporated herein as if fully
set forth; and
WHEREAS, the Initial Signatories desire to enter into this Intergovernmental Agreement
for the purpose of cost sharing in the expense of establishing and operating the public safety
records management system.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual covenants set forth below,
the Initial Signatories hereby agree as follows:
2
3�
ARTICLE I
COST - SHARING
Section 1.01 Cost Sharing: Software. The Initial Signatories hereby acknowledge that
the expected cost of acquisition and implementation for the public safety record management
system software is currently estimated at $640,826.00 and the cost sharing amounts set forth in
this section are based upon this estimate. The total software cost and the cost sharing amounts
may change due to the cost of certain variables and options that may be added to the New World
Contract. The methodology and formula used to establish each entity's share of the total cost is
described in Exhibit "B" appended hereto.
Pitkin County:
$106,330.00
City of Aspen:
155,564.00
Town of Basalt:
41,448.00
Town of Snowmass Village:
41,994.00
Aspen Fire District:
35,895.00
Basalt Fire District:
46,683.00
Snowmass Wildcat Fire District:
30,181.00
Carbondale Fire District:
8,605.00
E911 Authority:
174,125.00
Total:
$640,826.00
Section 1.02 Hardware costs. The Initial Signatories hereby acknowledge that the
cost of computer hardware specifically used for the operation of New World Systems software is
approximately $40,000, and will be funded through E911 Authority funding.
Section 1.03 Cost Sharing: Operating and Maintenance. The Initial
Signatories hereby acknowledge that expected operating, upgrade, and maintenance costs,
specifically associated with New World Systems software will be:
Year 1 2007 $0
Year 2 2008 $58,680
Year 3 2009 $62,285
Year 4 2010 $65,890
Year 5 2011 $69,495
Year 6 2012 $73,100
Maintenance costs are initially allocated by the number of modules that each public
safety function is using. Law and fire costs are then allocated based on the same cost sharing
formula as the project capital costs. Please refer to Exhibit `B" for further information.
Section 1.04 Information Systems Services The Initial Signatories hereby
acknowledge that costs and terms for the provision of City of Aspen and Pitkin County
Information Systems Services and Support are subject to agreement separate from this document.
_V
Section 1.05. Timing for Payments. Contract deposits and progress payments will be
made by the E911 Authority and then billed to the signatories. Within thirty (30) days of billing,
the parties shall each remit the amount due to the E911 Authority. The parties recognize that
such funds shall be non - refundable after execution of the New World Contract.
ARTICLE II
Q X:7u 1: 0Im Y 3�ii� /:V YL17i;1
Section 2.01. Effective Date. The term of this Agreement shall begin on October 1,
2007; provided all the Initial Signatories have executed this Intergovernmental Agreement.
Section 2.02. Termination. The term of this Agreement shall end when all the Initial
Signatories agree in writing to terminate this Agreement; provided, however, that this Agreement
may not be terminated so long as the New World Contract has not been terminated by its terms.
ARTICLE III
AMENDMENTS
Section 3.01. Amendments Generally. Except as otherwise specifically provided
herein, this Agreement may be amended only by the unanimous consent of the Initial
Signatories.
ARTICLE IV
MISCELLANEOUS
Section 4.01. Adoption and Execution of Agreement in Accordance with Law. Each
Initial Signatory hereby represents to each other Initial Signatory that it has adopted and
executed this Agreement in accordance with applicable law.
Section 4.02. Parties in Interest. Nothing expressed or implied herein is intended or
shall be construed to confer upon any Person other than the Initial Signatories any right, remedy
or claim under or by reason of this Agreement, this Agreement being intended to be for the sole
and exclusive benefit of the Initial Signatories.
Section 4.03. No Personal Liability. No covenant or agreement contained in this
Agreement or any resolution or Bylaw issued by the governing board of Initial Signatories shall
be deemed to be the covenant or agreement of an elected or appointed official, officer, agent,
servant or employee of any Initial Signatory in his or her individual capacity.
4 35
Section 4.04. Notices. Except as otherwise provided in this Agreement, all notices,
requests, requisitions or other communications to any Initial Signatory shall be in writing at the
last address specified by them in writing to Pitkin County.
Section 4.05. Assignment. None of the rights or benefits of any Initial Signatory may
be assigned.
Section 4.06. Severability. If any clause, provision, subsection, Section or Article of
this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the invalidity,
illegality or enforceability of such clause, provision, subsection, Section or Article shall not
affect any of the remaining provisions of this Agreement.
Section 4.07. Interpretation. Subject only to the express limitations set forth herein,
this Agreement shall be liberally construed (a) to permit the Initial Signatories to exercise all
powers that may be exercised pursuant to the Intergovernmental Relations Statute; and, (b) to
permit the Initial Signatories to exercise all powers that may be exercised by them with respect to
the subject matter of this Agreement pursuant to the Intergovernmental Relations Statute and
other applicable law. In the event of any conflict between the Intergovernmental Relations
Statute or any other law with respect to the exercise of any such power, the provision that
permits the broadest exercise of the power consistent with the limitations set forth in this
Agreement shall control.
Section 4.08. Governing Law. The laws of the State shall govern the construction and
enforcement of this Agreement.
Section 4.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same Agreement.
5 3q
SIGNATURE PAGE
to
PUBLIC SAFETY RECORDS MANAGEMENT SYSTEM
INTERGOVERNMENTAL AGREEMENT
Dated as of October 1, 2007
ATTEST: CITY OF ASPEN, COLORADO
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CONTRACT FOR PROVISION OF PRODUCTS AND SERVICES
THIS CONTRACT is made and entered by and between the Pitkin County Board of County
Commissioners ( "County ") and New World Systems Corporation, a Michigan Corporation
(hereinafter "New World ").
1. Term. The term of this contract is as identified in Attachment A, attached hereto and made
part hereof.
2. New World's Obligations. New World shall provide those products and services as
identified herein and in Attachment A.
3. Compensation and Expenses. Invoicing. Payment and Offset. The County shall compensate
New World for its products and services in accordance with the Total Cost Summary and Payment
Schedule set out in Attachment A, Exhibit AA. It is expressly understood and agreed that in no
event will the total compensation and reimbursement to be paid hereunder exceed the sum of
$ 640,825 for all products delivered and services rendered. By contract or amendment, the County
and New World may reallocate the budget among project tasks if the total budget amount remains
unchanged. New World shall invoice for the project based on the deliverables identified in
Attachment A Exhibit AA, with payment expected within thirty (30) days of invoice, In the event
New World incurs time and expenses in excess of the total compensation stated above, no
compensation for said additional time and expenses shall be required to be paid by the County
without written amendment to this contract executed by the County.
4.0 OWNERSHIP
4.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title
and interest therein, remain the sole property of New World or its licensors, and County
shall obtain no right, title or interest in the Licensed Products by virtue of this
Agreement other than the nonexclusive, nontransferable license to use the Licensed
Products as restricted herein.
4.2 The license to use any Licensed Custom Software provided under this Agreement, if
any, is included in this license. New World shall have the right to use any data
processing ideas, techniques, concepts, and /or know -how acquired by it in the
performance of services under this Agreement including the development of Licensed
Custom Software for the advancement of its own technical expertise and the performance
of other Software License and Service Agreements or any other applicable agreements.
New World shall have, without restriction, the right to use all programs, procedures,
information, and techniques that are publicly available, obtained or obtainable from third
VII -1
l
parties and /or developed independently by New World without specific reference to
County's organization.
5. Pitkin Countv's Obligations. Pitkin County shall administer this contract through a County
Representative. Mark Gamrat, Communications Director, will manage the project as the County's
Representative. In the event that Mark Gamrat is not available, Richard Pryor, Assistant Chief for
the Aspen Police Department, shall assume the County Representative's duties. The services
provided and products delivered by New World under this contract will be subject to review by the
County's Representatives, or a designee, prior to payment.
6. Termination Prior to EXpiration of Contract Term. The County has the right to terminate
this contract, with or without cause, by giving written notice to New World of such termination and
specifying the effective date thereof. Such notice shall be given at least ten (t0) days before the
effective date of such termination. In such event all finished or unfinished documents, data, studies
and reports prepared by New World pursuant to this contract shall become the County's property.
Contractor shall be entitled to receive compensation in accordance with the contract for any
satisfactory work completed pursuant to the terms of this contract prior to the date of termination.
Both parties shall be entitled to remedies and provisions in accordance with Attachment A Section
15.3 through Attachment A Section 15.6. New World shall have the right of termination as
identified in Section 15.2 of Attachment A.
7. Independent Contractor Status.
A. The parties to this contract intend that the relationship between them contemplated by
the contract is that of independent Contractor. Contractor, and any agent, employee, or servant of
Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County.
B. New World is not required to offer its services exclusively to Pitkin County under
this contract.
C. New World agrees that all services provided will conform to all applicable industry
standard of care, skill and diligence in the performance of its obligations under this contract.
D. New World shall not attempt to oversee or supervise the work or actions of any
Pitkin County employee, servant or agent in the course of completing work under this contract.
E. New World is not entitled to any Workers' Compensation benefits through Pitkin
County and is responsible for payment of any federal, state, FICA and other income taxes.
8 Assignablility. This contract is not assignable by either party. Any use of subcontractors by
New World for performance of this contract must be accepted in writing by the County.
9. Dispute Resolution and Binding Arbitration.
A. Except for matters in which the dispute relates to a breach of the provisions set forth
in Attachment A, Section II, Paragraphs 8.0 (employee non - recruitment) or 9.0 (non-
disclosure or confidentiality), any controversy or claim arising out of or relating to
this Agreement, or breach thereof, shall be settled in arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association. All
VII -2
arbitration proceedings shall take place in Pitkin County, CO and shall be presided
over by an arbitrator, or arbitrator's, mutually agreed to by both parties, as follows:
• New World agrees the County can appoint the Pitkin County Hearing Officer as
an arbitrator.
• County agrees that New World can appoint a qualified arbitrator of its choosing.
• Both parties agree to select a mutually acceptable 3rd qualified arbitrator to form
a panel of 3 arbitrators.
Judgment upon any award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof.
B. Before a demand for arbitration may be filed by either party, the management of both
parties shall have met at least two times in face -to -face meetings in an effort to
resolve any dispute or controversy through normal business management practices.
Unless otherwise agreed to in writing, a minimum of one meeting shall take place at
each party's home office location.
C. The arbitrator(s) shall have no power or authority to add to or detract from this
Agreement of the parties. The arbitrator(s) shall have no authority to award damages
over and above those provided for in this Agreement and in any event shall not
exceed the limitations set forth in Attachment A, Section 11, subparagraph 10.2, even
if the remedy or limitation of liability provisions set forth in this Agreement shall for
any reason whatsoever be held unenforceable or inapplicable.
D. Neither party nor the arbitrator(s) may disclose the existence or results of any
arbitration hereunder, except if the arbitration results in a Court imposed judgment,
the non - disclosure restriction shall not be effective to the extent the matter becomes a
public record.
E. Each party shall bear its own costs in preparing for and conducting arbitration, except
that the joint costs, if any, of the actual arbitration proceeding shall be shared equally
by the parties.
10. Severabilitv. Any provision of this Agreement determined to be invalid or otherwise
unenforceable shall not affect the other provisions, which other provisions remain in full force and
effect.
11. Inteeration and Modification.
A. This contract represents the entire and integrated contract between the County and New
World and supersedes all prior negotiations, representations, or contract, either written or oral. This
contract may be amended only by written contract signed by both the County and New World.
B. The County may, from time to time, request changes in the scope of services of New
World to be performed hereunder. Such changes, including the increase or decrease in the amount
of New World's compensation, which are mutually agreed upon between the County and New
World, shall be in writing and upon execution shall become part of this contract.
12. Limited Indemnification
For purposes of personal injury or property damage only, and excluding any injury or damage
related to the use of New World's Licensed Products, New World agrees to defend, indemnify and
hold County and its respective officers, employees and agents harmless, at New World's sole
expense, from and against all claims, actions, suits, judgments, losses, liabilities, obligations, costs,
and expenses (including reasonable attorneys' and other fees) for personal injury to, or death of, any
person, or loss or damage to property arising out of, or resulting from, the negligent or malicious
VII -3
q1
acts of New World or its employees or subcontractors. These indemnification provisions are for the
protection of County and its respective officers, employees and agents only and shall not establish,
of itself, any liability to third parties.
The limited indemnification for New World employees shall only apply in those situations where
New World's insurance coverage in Paragraph 13 does not cover a claim. If the insurance does not
cover a claim, then the following shall apply.
New World assumes the liability for all losses, claims, damages (including loss of use), expense
demands, claims, damages and judgments in connection with or arising out of any injury or damage
to property, sustained in connection with, or to have arisen out of the performance of, New World,
and contractor's agents, subcontractors, servants and employees, including losses, expenses or
damages sustained by the Customer and losses, expenses or damages to New World or New
World's subcontractor's vehicles or property. New World hereby undertakes and agrees to
indemnify, defend and hold harmless the Customer, individually or collectively, and the officers,
agents, servants and employees of the Customer, from any and all such losses expenses, damages
(including loss of use, judgments, demands and claims, and shall defend any suit or action brought
against them, or any of them, based on any alleged injury (including death) or damage (including
loss of use) and shall pay all damages, judgments, costs and expenses, including attorney's fees, in
connection with said damages and claims resulting therefrom. The foregoing assumption,
indemnification, hold harmless and undertaking of defense shall not apply to any loss, damage,
expenses, demand, claim or cause of action arising out of, or caused by the sole negligence of the
Customer, individually or collectively, or the officers, agents or employees of said Customer.
13. Insurance
A. In whole or in part, New World shall secure and maintain for the term of its
contractual relationship with the County such insurance policies, from companies licensed in the
State of Colorado, as will protect itself, the County and others as specified in Attachment A, Exhibit
N, CERTIFICATE OF INSURANCE.
1. Statutory Workers' Compensation: Colorado statutory minimums
2. Commercial General Liability — as stipulated in Attachment A, Exhibit N,
CERTIFICATE OF INSURANCE
(With County named additional insured)
3. Business Auto Coverage:
Combined Single Limit Liability (each accident) $1.000.000.00
4. Special Coverages:
(1) Performance Bond in amount of $640,825
B. Proof of Insurance:
Proof of Insurance is attached hereto and made part hereof as Attachment A, Exhibit N,
CERTIFICATE OF INSURANCE, naming Pitkin County as an additional insured party.
1. To provide evidence of the required insurance coverage, copies of Certificates
of Insurance shall be filed with the County through the representative identified in Paragraph
5, no later than ten (10) calendar days prior to commencement of operations affecting the
VII -4
County. These Certificates of Insurance shall contain a provision that coverage afforded
under the policies will not be canceled or materially altered unless at least thirty (30)
calendar days prior written notice by certified mail, return receipt requested (effective upon
proper mailing), has been sent to the County (through the County's Risk Department). (For
purposes of this provision, "materially altered" shall mean a change affecting the coverage's
required herein, including a change to policy limits as set out in the then- current policy
declarations page).
New World represents that no pending claims exist against the required coverages and
that sufficient reserves are established on account to satisfy insurance coverages herein.
2. In addition, these Certificates of Insurance shall contain the following clauses:
a. The clause `other insurance provisions," in a policy in which the County
of Pitkin holds a Certificate, shall not apply to the County of Pitkin.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any premiums or for
assessments under any form of policy.
C. Any and all deductibles in the above - described insurance policies shall be
assumed by and be for the amount of, and at the sole expense of New World.
d. Location of operations shall be: "all operations and locations at which
work for the referenced Project is being done."
3. Certificates of Insurance for all renewal policies shall be delivered to the
County's Representative at least fifteen (15) days prior to a policy's expiration date except for
any policy expiring on the expiration date of this contract or thereafter.
4. The County reserves the right to request and receive a copy of any policy and
any policy endorsement at any time during the term of this contract.
14. Exemotions and Preferences. All purchases of construction or building or any other materials
for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes.
Pitkin County is exempt from such taxes under registration numbers 98 -02624 and 84- 78000 -5K.
Any sales taxes or sales fees imposed from the course of this Agreement are the responsibility of
the County and County agrees to remit when imposed. If an exemption is claimed by the County,
an exemption certificate must be submitted to New World.
15. Records New World shall maintain comprehensive, complete and accurate books, records,
and documents concerning its performance relating to this contract for a period of three (3) years
after final payment under the contract and the County shall have the right within the three (3) year
period to inspect and audit these books, records and documents, upon demand, in a reasonable
manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing
standards, compliance with all provisions of the contract and applicable law.
16. Contract Made in Colorado. The parties agree that this contract was made in accordance with
the laws of the State of Colorado and shall be so construed. Subject to the provisions of Paragraph 9
of this Contract, the venue for any other legal proceedings is agreed to be exclusively in the courts of
Pitkin County, Colorado.
VII -5
Yq
17. Governmental Immunitv. Contractor agrees and understands that Pitkin County is relying on
and does not waive, by any provision of this contract, the monetary limitations or terms (presently
$150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, 24 -10 -101, et. Seq., C.R.S., as
from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or
employees. Further, nothing in this contract shall be construed or interpreted to require or provide for
indemnification of New World by the County for any injury to any person or any property damage
whatsoever which is caused by the negligence or other misconduct of the County or its agents or
employees.
18. Current Year Obligations. The parties acknowledge and agree that any payments provided
for hereunder or requirements for future appropriations shall constitute only currently budgeted
expenditures of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin
County's annual right to budget and appropriate the sums necessary to provide the services set forth
herein. No provisions of the contract shall constitute a mandatory charge or requirement in any
ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the
contract shall be construed or interpreted as creating a multiple -fiscal year direct or indirect debt or
other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt
limitation. This contract shall not directly or indirectly obligate Pitkin County to make any
payments beyond those appropriated for Pitkin County's then current fiscal year. No provisions of
this contract shall be construed to pledge or create a lien on any class or source of Pitkin County's
moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds
or any obligations payable from any class or source of Pitkin County's money.
19. Order Of Precedence. The following documents shall comprise the entire agreement between
the parties concerning the subject matter of the Contract, and in the event of any dispute arising from
or related to the Contract, shall have the following order of precedence:
A. This Contract for the provision of Products and Services.
B. Attachment A, STANDARD SOFTWARE LICENSE AND SERVICES
AGREEMENT, with all Exhibits and Addenda and other documents attached to or incorporated by
reference therein.
C. New World's written amendments to its Proposal:
1. Letter to New World from La Loba International, with Aspen - Pitkin County
Additional Questions to New World, dated January 27, 2006;
2. Memorandum from New World to La Loba International and APCCC,
referencing Aspen - Pitkin County Additional Questions, dated February 8, 2006
(including attached revised pricing, dated February 2, 2006);
3. Memorandum from La Loba International to New World, referencing Aspen -
Pitkin County Additional Modifications, dated February 27, 2006.
4. Document titled Aspen- Pitkin County Additional Pricing Modifications, generated
by La Loba International, with New World responses incorporated, dated
February 27, 2006.
VII -6
5. Email From Jamie Cotton of New World to Kathy Imel of La Loba International,
providing additional clarifications to items raised in #3 above, dated March 8,
2006.
D. New World's proposal to the County, dated September 20, 2005;
E. County's Request for Proposals, dated June 1, 2005.
20. Notice Any written notice required by this contract shall be deemed delivered through any
of the following: (1) hand delivery to the person at the address below; or (2) within three (3) days of
being sent certified first class mail, postage prepaid, return receipt requested addressed as follows:
A. To Pitkin County
Mark Gamrat
Communications Director
Aspen - Pitkin County Communications Center
506 E. Main Street, Dept. C
Aspen, CO 81611
with copies to:
Pitkin County Attomey's Office
530 E. Main Street, 4302
Aspen, Colorado 81611
Fax: (970) 920-5198
B. To New World:
Larry D. Leinweber
President
New World Systems Corporation
888 W. Big Beaver Road
Suite 600
Troy, MI 48084
FAX: 248 - 269 -1020
VII -7
-1-1
IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein
above.
NEW WORLD:
By:
Title
PITKIN COUNTY:
By:
Date
Department Head Date Section Head Date
0
Risk Management Date
VII -8
6 ';�