HomeMy WebLinkAboutbocc.con.323.2008CLERK'S CHECK LIST
FOR CONTRACTS SUBNIITTED TU CLERK AND RECORDER FOR SCANNING/ARCHIVING
CONTRACT #: ~ ~.,3 , Z ~ g
ORIGINATING DEPART ENT IVISION: ~M~''1G~~t/~CU~-f~ c~s
CONTACT PERSON: ~2 K~y9~~4f PHONE~ ~:~,~ d~',~ i'7
PRUJECT NAME: ~i r~tr ~~'SS ~.~1~'+~t'~C'~~ i(fu T,~ s~ c,-s•r~ ~~
^ BOCC AGENDA ITEM ~STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) {per Revised Procurement Code 7/2005}
^ Over $50,000 (Requires County Manager's Signature)
~/ CHECK PROCUREMENT TYPE:
[JNone []Informat ~Formal~Sole Source ~Emergency ~State Bid ^
~Co~npliance with House Bills 06-]3a3 and 07-1U73 - Immigration Form (Under $10,000, Letters of Engagement, e~
~DOLLAR AMOUNT ~~ ~ UD BUDGET LINE ITEM/LEDGER NUMBER: //9,3~- -- ~~'~ v U
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/ CHECK CONTRACT TYPE:
,~Services/Maintenance ^Employment (for county employees}
~License/Use ^Intergovernmcntal Agreement (Reyuires BOCC Action)
^Lease ^Non-Pro~t
^Construc#ian ^Quasi-Public
^Goods, Equiprnent, Supplies ^Grant Agreements (Requires B4CC Action}
~Other {e.g. revenue) ^Change Order/Contract Amendment
~ ~o ArI ~ L~-+ K.~
CONTRACTOR: CONR~ETE LEGAL OF NAME 4F Bi~SiNES5 {if different from contractor)
Contract Execution Date: `'i/~ ~~~~Contract End Date: 9~S'/a~9
Automatic Renewal: ^Yes ~No Term of Cantcact; ~/~,~rZ
:.~ ~
Ail Contracts hould be proofed for the fallowing:
/ [-~o Pages Missing
/ [~f a Page is Left Intentionally Blank Note on Page
/ [~Page numbered consecutively
~ Q~11! Signatures Affixed
~/ ~]A~ll DaRes Filled ln
/ [~11 Other Blan[cs Filled In
/ ~ r E~ibits Attached
/ [~ HB pb-1343 and 07-1Q73 (Immigration Legislation} Included in RFP and/or Contract
/ [] All Lega! Descriptions Attached {if applicable)
~/ ~ Notice of AwardiNotice to Proceed Attached {if applicable)
/ ^ Warranty (if applicahle)
/ ecial Instructions for Finance Department:
/
/
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BY CiIECKI~TG A B4VE AND ENTERING NAME, THE AUTHO~IZED STAFF PERSON 1NDICATES THAT
THE ATTACHED DUCUMENT HAS BEEN PROOFED AND READY FOR SCANNING.
NOTE; CLERK'S QFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHNES RETAINAGE SCHEDULE.
AMENDED 04/23/08 r~ ~
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CONTRACT # , ~-3 -o~"
SOFTWARE LICENSE AGREEMENT
THis SoFTwartE LICEeSeAGREEntewr (the "Agreemenf) is made on (Insert Date] (ihe "EHective Date'), by and beRVeen Roam Secure, Inc. dba Cooper No~cation, a Delaware
Corporetion authorized to do business in Commonwealth of Virginia, with its principal offces located at 2009 N. 14~^ St., Suite 510, Arlington, VA, 22201 ("Roam Secure"), and
AspenlPitkin County Communications Center, (the "CusMmeY'):
CUSTOMER HAS READ AND AGREES TO BE LEGALLY BOUND BY ALL OF THE FOLLOWING TERMS AND CONDITIONS (INCLUDING THE ATTACHMENTS AND
APPENDICES THERETO), ALL OF WHICH ARE INCORPORATED FULLY INTO THIS AGREEMENT NOTWITHSTANDING ANY FAILURE OF CUSTOMER OR ROAM
SECURE TOTIMELY EXECUTE THIS AGREEMENT PRIOR TOACCEPTANCE ANDIOR USE OF THE LICENSED PRODUCT, CUSTOMER EXPRESSLY ACKNOWLEDGES
AND AGREES THAT CUSTOMER'S VOLUNTARY ACCEPTANCE AND COMMENCING IMPLEMENTATION OF THE LICENSED PRODUCT SHALL BE DEEMED FULLAND
VOLUNTARY ACCEPTANCE OF AND AGREEMENT BY CUSTOMER WITH ALL THE TERMS OF THIS AGREEMENT-, BINDING ON THE CUSTOMER IN ACCORDANCE
WITH THE TERMS HEREOF EFFECTIVE AS OF THE EARLIEST DATE OF SUCH ACCEPTANCE OR USE.
IN WITNESS WHEREOF, the Parfies have caused this Agreement to be executed by their duly authorized representatives.
ROAM SECURE, INC.
By: ~ g~
Name: D3vi R. M. Drescher Name:
Title: General Manager Title:
Date: j,~l~,~. ~,'~d.r Date:
LI USTOMERNAME)
!~!~
Robed C. Braudis
Pitkin Counri Sheriff
Auaust 28. 200B
TERMS AND CONDITiONS
A. DefinBions.
All capitalized terms used in this Agreement or in the Attachment or Appendixes to this
Agreement shall have the respective meanings ascribed to them in this Agreement or
in the glossary set foRh in Attachment 1, hereto. All capitalized terms used in this
Agreement, unless indicated othenvise, include all derivative forms and varialions of
the terms. .
operation of a service bureau. Except as expressly set forth in this Agreement,
Customer acquires no rights in or to the Licensed Producl and Customer shall not use
the Licensed Product other than as specifcally set forth in ihis Agreement.
5. Customer may make a reasonable number of copies of the Licensed Produd for
bona fde back up purpases only. All such copies are subject to the terms and
conditions of this Agreement.
B. Grant and Swoe of License
1. Subject ro the terms and conditions of this Agreement, Roam Sewre hereby granis
Customer a non-exdusive, non-irans~erable license to (i) Run the sofiware product(s)
identifed in Aooendix A, (the "Product) as well as any Updates provided by Roam
Secure on Customer's server, and (ii) use the related documentation in connection with
Customers authorized use of the Product (The Product, any Updates thereto, and the
related documentation, are collectively referred to in this Agreement as ihe "Licensed
ProducP.)
2. "Cusromer's Enterprise" means the Customer specifcally named above, but
expressly excludes any Customer Affliates. The Licensed Product may only be used
within Customer's Enterprise in accordance with Customer's authonzed use as defined
in Sec6on B3. .
3. Authorized Use. in consideration of the License Fees payable hereunder,
Customer may send notification(s) using ihe Licensed Product only to lhe size of the
licensed recipient population identifed in Appendix A, Section C. Customer may
authonze only thase individuals to send notification(s) using the Licensed Product who
are: (i) part of Customers Enterprise, or (2) acting on behalf of Customer's Enteryrise
and carrying out the purpase of Customer's Enterprise.
In no event shall any message(s) be iransmitted for the beneft of a third party by
Customer or an outside entity using Customer's Licensed Produd. Any other use of
the Licensed Produd is prohibited.
Any expansion of or addition to the size of Customers licensed recipient population
shall require payment of additional License Fees and where applicable, Suppod Fees
in accordance with Section C below.
4. As belween the parties, all rights, title and interest in and to the Licensed Product
(and any derivative works thereto) and all underlying Intellectual Property Rights
thereto, are and at all times will be, the sole and exclusive propeRy of Roam Secure or
its licensors, as the case may be. The Licensed Produd may not be used for the
benefit of any third parties not authorized herein, including without limitation, in an
outsourcing, timesharing, or applica~ion service provider ("ASP") arrangement, or in the
6. Customer shall not (and shall not permit any other party to) translate, decompile,
reverse engineer, merge, adapt or modiry ihe Licensed Product or any Updates in any
way, and no derivative work may be created therefrom. In addition, Customer shall not
(and shall not permit any other party to) avoid, circumvent, or disable any securiry
device, procedure, protocol, or mechanism that Roam Secure may include, require or
establish with respect to ihe Licensed Product.
7. Customer shall not delete, aAer, cover, or distort any copynght, trademark, or other
proprietary rights notice placed by Roam Secure on or in the Licensed Produd, and
shall ensure that all such notices are reproduced on all copies of the Licensed Product.
8. All rights not expressly granted in ihis Agreement are reserved to Roam Secure.
C. License and Support Fees
1. Customer agrees to pay Roam Seare or the coniractor or reseller supplying the
Licensed Product the License Fees for the Licensed Pmduct in ihe amounts as set
forth in Appendix A, Section C, ([he "License Fees:') For Support SeNices, Customer
agrees to pay Roam Secure or the contrector or reseller supplying the Licensed
Product ihe fees provided under Section G, below (ihe "Support Fees"), in the
amounts and according to the schedule slated in Aooendix A. Section D. All License
Fees and Suppod Pees for the Licensed Product are due and payable within Thirty (30)
days of the date of invoice. Any additional and/or subsequent License Fees and
Suppod Fees are due and payable within thirry (30) days of the date of Customer's
receipt of invoice.
2. All License Fees and Support Fees are exclusive of all taxes. Customer is
responsible for payment of state or local sales or use taxes and slate or local property
or excise taxes associated with Customers licensing, possession, or use of the
Licensed Product or any related services, (other than income taxes payable by Roam
Secure.)
D. ConfidentialiN
1. Each party agrees to sewre and proted the Confdenlial Information of the other
using at least as great a degree of care as it uses to protecl own confdential
Page 1
08071
information of a similar nature, but in no event less than reasonable care. Each party
agrees to hold the Confdential Information of the other party in confidence and not
disclase it to third padies. Neither party may use Confdential Information in any way,
commercially or otherwise, except in performanc'~ of its obligations under this
Agreement.
2. Nolwithsfanding Section D(1), Confidential Information of a party shall not include
information which: (i) is, as of the time of its disclosure or thereafler becomes paA of
the public domain without the fault of the receiving party; (ii) was righlfully known to the
receiving party without obligation of confdentiality at the [ime of its disclosure; (iii) is
independently developed by the receiving party without the use of the disclosing parry's
Confdential Information; or (iv) is subsequently leamed from a third party ihat has the
right to disclase the Confdential Information and is not under a confdentiality obligation
to the disclosing pady. A party may disclose CoMdential Information that is required to
be disclosed pursuant to a duly authorized subpcena, court order, or govemment
authority or that is required to be disclosed under the United States Freedom of
Information Ad or the Colorado Open Records Act, provided that the parry subjed to
same provides prompt written notice to the other party prior ro such disclasure,
enab~ing such other party to seek a protective order or other appropriate remedy.
E. Term and Termination
1. The term of the License granted in Sedion 87 shall extend until terminated as
otherwise provided herein.
2. The term for the Standard Maintenance and Suppprt Services set forth in Appendix
A, Section D shall be deemed to have commenced on the Effective Date and shall
continue for a period of [Fill In Number] ((Fill In]) years ("Maintenance Term") unless
earlier terminated pursuant to ihe terms of this Agreement, or if selected by Customer,
as othenvise provided in Appendix B, Enhanced Maintenance and SuppoR Services.
Nohvithstanding any failure of Customer or Roam Sewre to timely execute this
Agreement prior to acceptance and/or use of the Licensed Product, Customer
expressly acknowledges and agrees that Customer's voluntary acceptance and
commencing implementation of the Licensed Product shall be deemed full and
voluntary acceptance of and agreement by Customer with the terms of this Agreement,
binding on the Customer in accordance with the terms hereof effective as of the eatliest
date of such acceptance or use.
3. In accordance with applicable regulations, either party may terminate this Agreemenl
with written notice if ihe other party fails to comply with any material term or condition of
this Agreement and fails to remedy such breach within thirty (30) days of receipt of
written notice of such breach.
4. In addition to the foregoing, either paAy may terminate this Aqreement if the other
paRy makes a general assignment for the beneft of creditors, fles a voluntary petition
of bankmptcy, suffers or permits ihe appointment of a receiver for its business or
assets, becomes subject to any proceedings under any bankruptcy law, or has
liquidated its business voluntarily or othenvise, and the same has not been discharged
or terminated within forty-five (45) days. ~
5. In addition, either party may terminate this Agreement at any time for any reason
upon ihirty (30) days written notice to the other party In the event Roam Secure, within
one (1) year from the Effective Date, terminates this Agreement pursuant to this
Section E5, Roam Sewre shall promptly refund to Customer a pro-rated poRion of the
License Fees paid by Customer, and a pro-rated podion of any pre-paid Support Fees
based upon ihe unexpired period of the Maintenance Term.
6. Immediately upon termination of this Agreemenl, lhe Customer shall: (i) pay all
amounts owed to Roam Secure; (ii) cease all use of the Licensed ProducC (iii) return to
Roam Secure all copies of the Licensed Product and any other Confdential Information
or proprietary materials of Roam Seare in its possession or control or in escrow; and
(iv) certify in wnting Customer's compliance with this Section E6.
F. Warranties and Disclaimer: Limitation of Liabilitv: Indemnificatlon
L Roam Secure warrants that it has the full authority to grant the nghts granted to
Custamer herein. EXCEPT FOR THE FOREGOING EXPRESS WARR4NTY, ROAM
SECURE DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE
LICENSED PRODUCTS AND UPDATES, WHETHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
NONINFRINGEMENT EXCEPT FOR THE FOREGOING EXPRESS WARRANTY,
THE UCENSED PRODUCTS AND UPDATES ARE PROVIDED "AS IS" AND WITH
ALL FAULTS, AND CUSTOMER ACKNOWLEDGES AND AGREES THAT IT
ASSUMES ALL RISKS OF THE USE, ~UALITY, AND PERFORMANCE THEREOF
2. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, RELIANCE,
OR COVER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS,
REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD
PARTY, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES (PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT
APPLY WITH RESPECT TO DAMAGES FOR BODILY INJURY OR DEATH,
DAMAGES FOR BREACH OF SECTION D, OR DAMAGES FOR INFRINGEMENT
PURSUANT TO SECTION F(6)). IN ANY EVENT, ROAM SECURE'S TOTAL
AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT FOR
ANY REASON SHALL BE LIMITED TO DIRECT DAMAGES UP TO THE TOTAL
AMOUNT OF LICENSE FEES PAID BY CUSTOMER TO ROAM SECURE
HEREUNDER DURING THE TERM. THE FOREGOINC, LIMITATIONS APPLY TO
ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF
CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE AND
OTHER TORTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE
LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER
LIABILITY ARISES PROM BREACH OF CONTRACT, WARRANTY, TORT
(INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BY OPERATION OF LAW OR
OTHERWISE. LIABILITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED,
EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS
OF ITS ESSENTIAL PURPOSE.
3. Customer shall promptly nolify Roam Secure in writing prior to adding to or
expanding the size of Customers licensed recipient population. Customer shall
keep records relating to the Licensed Product and its use. These records must be
su~cient to allow Roam Seare to verify compliance with Customers obligations
under this Agreement. Roam Secure has the right to review such records, upon
reasonable notice to Customer, for as long as Customers license under Section
81 shall eMend for a period of two (2) years thereafter. If any such review
discloses use of the Licensed Product in violation of the terms of this Agreement,
upon writlen notice from Roam Secure, Customer shall either immediatety (i)
cease its use which is in violation of the terms of this Agreement and (b) pay to
Roam Secure any and all fees and/or other amounts required to place Cusromer in
compliance with the terms of this Agreement commencing from the date of the
violation.
4. Roam Sewre agrees ro indemnify and defend Customer from and against any
action, daim, demand, or liability, including reasonable attomey's fees and costs,
arising from or relating to a claim ihat ihe Licensed Product infringes upon ihe patent,
trademark, trade secret or copyright of a third pady. If the Licensed Product is held by
a court of competent jurisdidion to infringe a third party copyright, or 'rf in Roam
Secure's opinion, such a ciaim of copyright infnngement is likely to occur, Roam
Secure may, at its sole option and expense: (i) proare for Customer the right to
continue using the Licensed Product; or (ii) replace or modify ihe Licensed Product so
that it becomes non-infringing as long as funclionality is not materially and adversely
affected, or (iii) refund to Customer a poRion of the License Fee paid by Customer and
accept Customers return of the Licensed Producl and termination of this Agreement.
THIS SECTION F(4) STATES ROAM SECURE'S ENTIRE LIABILIN AND
OBL~GATION, AND CUSTOMER'S EXCLUSIVE REMEDY, FOR INFRIN6EMENT OF
INTELLECTUAL PROPERTY RIGHTS.
5. Roam Secure shall have no liability or obligation under Section F(4) above, arising
from or related to: (i) the Running of the Licensed Product after Roam Secure has
notfied Customer to discontinue Running due to an infringement claim (existing or
prospective); (ii) the combinatioq operation or use o( the Licensed Product with
technology or other materials not supplied by Roam Secure for such puryose; (iii) the
alteration or modifcation of the Licensed Produd by Customer; or (iv) ihe use of a
version of the Licensed Product that has been superseded by a newer version, if the
infringement would have been avoided by use of a more current version which Roam
Secure has provided or made available to Customer.
G. Maintenance and Support
1. Dunng the Maintenance Term and subject to the terms and conditions of this
Agreemenl, Roam Secure agrees to provide the maintenance and suppoA services as
set foM in Appendix A, Section D(collectively, the "SuppoR Services°) for ihe
Licensed Product. The parties agree that Roam Sewre shall have no obligation to
provide any maintenance or support-related services under this Agreement except as
expressly set forth in such Aooendix A. Roam Secure may provide the maintenance
and suppoR services set forth in A endix B, entitled Enhanced Maintenance and
Support Services if the paRies agree,
Page 2
oson i
2. Customer will designate, in writing, no more than hvo (2) persons who will be
Customer's primary support contacts for Support Services (the "Support ConWCfs").
Customer agrees that ail SuppoR Services inquines from Customer's individual users
will be direcled to a Support Contact and Customer's wmmunirations with Roam
Secure for Suppod Services will be solely through the SuppoA Contacis. In addition,
Customer agrees that Roam Seare may contact (and hereby authorizes Roam Seare
to contact) Customers third party telecommunications carriers and Intemet Service
Providers, including without limitation, cell phone, pager and similar carriers, on
Customer's behalf, regarding issues relating to the technical suppoR and maintenance
of ihe Licensed Product.
3. All Updates and all other deliverables and work product hereunder provided to
Customer shall be subjed to the terms and conditions of this Agreement, unless
othenvise expressly agreed in writing by Roam Secure. Support Services extend only
to the Licensed Product free of any additions or modifcations that have not been made
or sold by Roam Secure or its agents.
4. Customer acknowledges and agrees that the SuppoR Services, Updates, and all
other results of Support Services hereunder, and all work product and deliverables
thereof (collectively, the "Roam Secure Materials°), are the sole and exciusive
property of Roam Secure, including all woddwide Intellectual Property Rights embodied
in, related to, or represented by, the Roam Secure M~terials.
H. General
1. The failure by either party to exercise or enforce any right under any provision of this
Agreement shall not be deemed a waiver o( such provision or the right of such parry
to thereafter enforce such provision or right, or a waiver of any other provision or
right of such party under this Agreement.
2. Modifications of this Agreement shall be binding only if made in writing and signed
by authorized representatives of both parties.
This Agreement (including ihe Attachments and Appendices hereto,) contains the
parties' entire agreement and understanding with respect to the subjed matter
hereof and supersede all prior oral and written agreements and understandings
related thereto. If any purchase order for the Licensed Product contains any
provision inconsistent wilh or contrary to any provision of this Agreement, such
purchase order term shall be of no effect and shall form no paR of any contract
behveen the paRies related hereto.
4. If any provision of this Agreement is held by a wurt of competent jurisdidion or by
arbitration to be invaiid, illegal or unenforceable, such provision shall be interpreted
or limited so as to best accomplish the intent of the parties within the limits of
applicable law, and ihe remaining provisions contalned in this Agreement will remain
in full force and effect (so long as such remaining provisions continue to
substantially refled the original intent o1 the patlies).
5. Customer may not assign ihis Agreement without Roam Secure's prior wntten
consent. This Agreement shall be binding upon and inure to ihe beneft of the
paRies hereto and their respective heirs, successors and permitted assigns.
6. Neither party shall be responsible for any delay in performing or failure to perform
due to circumstances beyond its reasonable control, including without limitation, acls
of God, acts of terrorism, war, riot, embargoes, acts of civil or military authorities,
fre, flood, earthquake or labor strike ("Force Majeure EvenP). The party claiming
ihe benefit of a Force Majeure Event shall promptly nolify the other party of the
occurrence and the anticipated duration ot such Force Majeure Event and shall
promptly resume performance at the end of such Force Majeure Event Either party
shall have the right to terminate this Agreement in the event that a Force Majeure
EveM continues for a penod of sixry (60) wnsewtive days. Notwithstanding the
foregoing, ihe obligation to pay amounts due and owing under this Agreement that
arose prior to the occurtence of the Force Majeure Event shali not be extinguished
or delayed by virtue of the Force Majeure Event or the termination of this Agreement
by reason thereof.
Z Customer acknowledges that ihe laws and regulations of the United States restrict
the export and re~xport of certain soflware. Accordingiy, Customer shall not expoA,
directly or indirectly, all or part of ihe Licensed Product, or any producl or other
materials derived therefrom, to any country without the appropriate United States
andlor foreign government licenses. Customer shall not export (including, without
limitation, via the Internet) the Licensed Produd to any country subject to US
embargo.
8. All notices required or permitted lo be given hereunder shall be in writing and shall
be delivered by personal delivery, by registered or certifed mail, pastage prepaid
and retum receipt requested, or by courier, to the address set forth in this
Agreement or to such other address as a party may designate in wnting from time to
time by notice given in accordance with the provisions of this sentence.
9. Any claim or dispute arising in connection with this Agreement which is not settled
by the parties within sixty (60) days after notice is frst given by either party to the
other will be finally settled by arbitration under the American Arbivation Association
Commercial Arbitration Rules, and judgment upon the award rendered by the
arbitrator(s) may be entered into any court having competentjurisdiction over it The
award rendered by the arbitrator(s) or court of competent jurisdiction shall state its
reasoning and not include any rype of damages that are expressly excluded against
a particular party hereundec Either party may request a court of competent
jurisdiction to provide interim relief without waiving this agreement to arbitrate
disputes. Each party shall pay for and bear the casts of its own experts, evidence
and legal counsel and its own pm-rata share of ihe cost of arbitration.
10The provisions of this Agreement which by their nature or express language are
intended to survive the termination or expiration of this Agreement, including without
limitation, Sections 84-8, D, E, F, G4, and H, shall so survive.
11 Roam Secure may include Customer's name, logo and summary descnption of its
use of the Licensed Product in Roam Secure's published wsromer list.
12The relationship of the paRies under this Agreement is ihat of independent
contrectors, and neither party shali have any authority to bind or commit the othec
Nothing herein shall be deemed or constmed to create a joint veMure, partnership or
agency relationship behveen the parties for any purpase.
13.This Agreement shall be interpreted, construed and governed in accordance with
and by the substantive laws of the Commonwealth of Virginia, without regard to its
principles of conflict of laws.
Page 3
080711
Attachmentl
Glossary of Defined Terms
1. "Customer Affiliates" means any legal entity that Customer now or hereafter owns or controls, or a company that owns or controls Customer, or a
company that is owned or controlled in common with Customer. For the purpose of this definition, "own or control," means ownership or control,
directly or indirectly, of more than ffty percent (50%) of the stock having the right to vote for directors thereof. If Customer is a governmental entity,
Customer Affliate means any related agency, branch, federal, state, county or city governme~tal entity.
2. "Run" means to cApy, install, use, access, display, run, and otherv+ise interact with, in its intended manner.
3. "Oelivery Date" shall mean the day agreed upon by the paAies for Roam Secure to present the Licensed Product to Customer for delivery and
installation, provided Roam Secure makes a reasonable attempt to do so on that day.
4. "Object Code" shall mean the human-re~dable version of the Licensed Product supplied to Customer hereunder.
5. "Intellectual Property Rights" means, collecGvely, rights under patent, trademark, copyright and trade secret laws, and any other intellectual
property or proprietary rights recognized in any country orjurisdiction worldwide, including, without limitation, moral rights and similar rights.
6. "Updates"means any update, patch, bug fix or minor modification to the Licensed Products that Roam Secure provides to Customer. Once
provided, each Update shall be deemed to be inGuded within the Licensed Product.
7. "Confidential Information" means information that the other party considers to be confiden6al, business and technical information, marketing
plans, research, designs, plans, methods, techniques, processes and know-how, whether tangible or intangible and whether or not stored, compiled
or memorialized physically, electronically, graphlcally or In writing, and which is identifed to the other party in writing or orally as "confdential" or
"proprietary."
8. "Travel Expenses" means any costs incurred by Roam Secure associated with the transportation, slorage or lodging of equipment, supplies,
Roam Secure employees and consultants and other items necessary for business use from Roam Secure headquarters to Customer's facilities.
Travel expenses may include, but are not limited to, airfare, hotel costs, and meals if applicable. [If Customer is a governmental entity, any Travel
Expenses paid by the Customer shall be paid at allowable government travel rates, unless othenvise first approved by the Customer's authorized
representative.]
9. "7ravel Time" means the hours and minutes elapsing during iransportation of Roam Secure personnei from Roam Secure headquarters to
Customer's facilities. Travel time shall nbt include the first hour of transportation from Roam Secure headquarters to Customer's facilities or from
CustomePs facilities to Roam Secure headquarters.
Page 4 080711
A. Licensed Produd
Appendix A
The Licensed Product includes server-side, Linux-based Roam Secure Alert Network ("RSAN'~ soflware, which consists of the RSAN database scheme, core alert
processing module and web-based user, manager and administrator interface fles. This soflware may be installed by the Customer on a server or PC computer running
Red Hat Enteryrise Linux 2.1 or highec RSAN is distributed as a single RPM (Red Hat Package Manager) package - the standard method of disinbuting soflware
products on this platform. Based upon the Customer's exact configuration, Instal~ation and/or upgrades of ceAain other packages ihat RSAN uses may be required. The
Licensed ProducPs installation process will provide instructions to do so if necessary. Hardware requirements are the same as for the Red Hat Enterpnse Linux OS itself.
Installation of this operating system, package upgrades and RSAN installation requires cerlain basic knowledge of the Red Hat platform. Red Hat Enterprise Linux OS
licenses may be purchased by Customer in accordance with Red Hafs licensing provisions.
Note: RSAN is engineered and tested to mn at peak performance on specified server hardware. A list of equipment on which RSAN has been tested is set forth on the
Standard Hardware List attached as Appendix C kereto (provided, however, that Roam Secure makes no recommendations or warranties with respect to performance,
fundionality, reliability or any other matter conceming the equipment set forth on the Standard Hardware List (including, without limitation, performance of such equipment
with the Licensed Product) and accepts no responsibility or liability with respect thereto). Use of non-standard hardware may cause the Licensed Product not to function
properly nor meet expecled performance and reliability standards, may require additional implementation, upgrade andlor support hours, and may result in additional
charges in accordance with the schedules set fodh below.
Note also: RSAN is engineered to provide optimal delivery speeds and performance on customer nehvorks. Attached as Appendix D to the Agreement are Roam
Secure's Nelwork Recommendations and Best Practices (Roam Secure makes no warranties with respeci ro RSAN's performance with the use of such nelwork
recommendations and/or best practices). Also, due to the unpredictable and unconhollable results that may ocar when using a mail relay with RSAN, Roam Secure
makes no warranty, promise or guarantee regarding RSAN's performance should Customer depioy RSAN with a mail relay system.
NOTWITHSTANDING ANYTHING SET FORTH IN THE AGREEMENT (INCLUDING, WITHOUT LIMITATION, IN ANY ATTACHED APPENDIX), SHOULD CUSTOMER
ELECT TO IMPLEMENT RSAN USING A MAIL RELAY AND/OR NON-STANDARD HARDWARE, ROAM SECURE ASSUMES NO RESPONSIBILITY OR LIABILITY
FOR ANY FUNCTIONAL ANDIOR PERFORMANCE PROBLEMS THAT MAY RESULT. DUE TO THE UNPREDICTABLE AND UNCONTROLLABLE RESULTS THAT
MAY OCCUR WHEN USING A MAIL RELAY AND/OR NON-STANDARD HARDWARE FOR RSAN, ROAM SECURE MAKES NO WARRANTY, PROMISE OR
GUARANTEE REGARDING RSAN'S ABILITY TO FUNCTION IN ACCORDANCE WITH ITS EXPECTED PERFORMANCE. ROAM SECURE MAKES ONLY THE
REPRESENTATIONS, WARRANTIES, PROMISES AND GUAR4NTEES EXPRESSLY SET FORTH IN THE AGREEMENT.
B. Installation Fees
Roam Secure wil~ assist Customer with all installations, the costs of which are included in the License Fees and consist of Technical and Projed Management support in
the amount specified below. Additional hours may be purchased in accordance with Roam Seare's current Commercial Price List for such services.
Project ManagementlTechnical Implementalion Hours 20
C. License Fees and Other Fees
The License Fees payable by Customer to Roam Sewre for the license rights granted to Customer under the AgreemeM are as follows:815,000 All License Fees shall
be payable as set forth in Section C of the Agreement. The size of Customer's licensed recipient population for notification messages is 200 individuals for RSAN-
EMA/COOP and/or 14,672 for an RSAN-CWS system based on total population. The License Fees include use of the Licensed Product for the RSAN servers, back-up-
server software, connection to ihe Roam Secure Information Exchange, Updafes and services as outlined in Section D of this Appendix.
D. Support fees and Services:
Support Fees for the Licensed Product are included in the License Fees set forth in Seclion C of this Appendix, cover a period of one year from the Effective Date and
consist of Standard Maintenance and Support Services and, at Customer's option [Please check _if applicable], Enhanced Maintenance and Support Services for a
period of [Insert Number] additional years following the Eftective Date ("Initial Support 7erm") and includes connection to the Roam Secure Information Exchange,
The Support Services shall be renewable beyond the Initial Support Term according to the provisions set forth in Seclion E of this Appendix.
[Insert Amount of Suoport Fees and Indicate Pavment Intervalsl
Subject to Customer's payment of any outstanding,License Fees, and Support Fees, Roam Secure will make the following Support Services available to the Customer:
Standard Maintenance and Suooort Services
The Cusromer shall receive a total of 18 hours of customer support by phone, email, or if necessary, site visits free-of-charge per yeac Time shall be debited in half-hour
increments. Requests due to failure of or defect in the RSAN system shall not count towards the free-0f-charge hours and shall be the responsibility of Roam Seare.
Requests over the allocated hour limit shall be charged on a time and materials basis at the thencurrent rate pubiished in Roam Secure's Commercial Price List (on the
Effedive Date, such rate is $150 per hour) billed in minimum half-hour increments, plus Travel Expenses.
Customer acknowledges that running RSAN in-house may require cedain modifications lo its arrent network setup, in padicular the firewall. Roam Seare will assist the
Customer's IT personnel with making any such initial modifcations dunng installation; such assistance by Roam Secure shall be charged on a time and materials basis at
the then-current rate published in Roam Seare's Commercial Price List, billed in minimum half-hour increments plus Travel Expenses. Additional on-site support is not
included in the License Fee or the Suppod Fee, and if requested by the Customer, such on-site suppoR shall be performed on a time and materials basis at the fhen-
current rate published in Roam Secure's Commercial Price List, billed in minimum half-hour increments, plus Travel Expenses.
Page 5 080711
Standard Updates are included in the Support Fee and will be delivered to the Cusromer electronically, in a man~er agreed upon by the parties {e.g., email attachment,
web download J or by sending a CD-Rom. Entirely ai Roam Secure's discretion, should a Standard Update require an on-site visit, such uptlate shall be performed at no
addifional charge to the Customec Customer may request thai a Roam Secure technician install the Updates, either on-site, or remotely, in which case, such support
shall 6e offered ro Customer on a time and matenals basis at the then-current rate published in Roam Secure's Commercial Price List, billed in minimum half-hour
increments, plus Travel Expenses.
Roam Secure shall not be responsiWe for downtime due to power outages, ads of God or other Force Majeure Evenis, hardware failures, injury suffered as a result of the
failure of an Enterprise User ro receive RSAN messages and other matters outside of Roam Secure's control. Support in such instances shall not be covered by the
License Fees or the Suppotl Fees, antl if requested by Customer, such suppoA shall be billed at the thencurrent rate published In Roam Seare's Commercial Price List,
billed in minimum half-hour increments, plus Travel Expenses.
Customer may at its option allow Roam Secure technical staff to log into the RSAN server remolely In order to install Updates and/or to reso~ve technical problems.
Enhanced Maintenance and Suoport Services
The terms of the Enhanced Maintenance and Support Services are set forth in Appendix B of this Agreement.
E. Renewal of SuppoA Services
The Customer may renew the Support Services set forth in Section D of this Appendix, including Standard Maintenance and Support and Enhanced Mainienance and
Support (if applicable), by paying an Annual Support Services Renewal Fee each year subsequent to lhe Initial Support Term. The Annual Support Services Renewal
Fee (for each of Standartl Maintenance and Suppod and Enhanced Maintenance and Support} shall be charged at Roam Secure's thencurrent rates and shall be due
and payable by Customer within thlrty (30) tlays of the earlier to occur of the Annual Support Services Renewal Date and CustomePS receipt of a proper invoice. The
Annual Support Services Renewal Date shall occur each year on the anniversary date of the Effective Date subsequent to the Initial Support Term.
F Senice Level Agreement
In order to deal efficiently with problems reported to Roam Seare by the Cusromer, a problem ticket will be created for each problem and one of 3 priority codes will be
allocated thereto:
• Level 1: Major Impact - Directly causin~ a total loss of the Customer's ability to send RSAN notifications using RSAN.
• Level 2: Signi~cant Impact - Dlrectly reducing a number of features of the RSAN, such as remote email alert generation.
• Level 3: No Immediate Impact - causing only inconvenience to Customer, and may include scheduled network changes to Customefs nelwork architecture.
The target maximum times for response for each level are:
Level 1: as soon as possible, targeting a response time of 1 hour (dunng Roam Seare's normal business hours), or 3 hours (during other than Roam Secure's normal
business hours), from initial notification of problem to Roam Secure by the Customer.
Level 2: 24 hours.
Level 3: 72 hours.
Page 6 080711
Appendix B
Enhanced Maintenance and Support Services
NOTE: Enhanced Maintenance and Support Ser~ices applicable only if elected by Cusromer in accordance with Section D of Appendix A, Section D to the Agreement.
SECTION 1: Statement of Work
The Customer has requested atlditional support services related to the Roam Secure Alert Network (RSAN). Section D of Appendix A to the Agreement provides for
certain support fees and standard support services, and additional services.
As part of the Enhanced Maintenance and Support Services, Roam Secure shall make several contacts available to the Customer, as follows:
Primary Technical Contact
Primary Number:
Secontlary Number;
Primary email:
Secondary Technical Cootact:
Primary Number:
Secontlary Number:
Primary email:
Lead Account Contact:
Primary Number.
Secontlary Number;
Primary email:
Secontlary Account Contact:
Primary Number:
Secondary Number (pager).
Primary email:
InseA Name]
703.294.6768 x[InseR ExtensionJ
[Insert Number]
[Insert AddresseeJ@roamsecure.net
Insert Name]
703.294.6768 x[Insert Extension]
[Insert NumberJ
[Insert Addressee]@roamsecure.net
[Insert Name]
703.294.6768 x[InseA Extension]
[Insert Number]
[Insert Address2p]@roamsecure.net
[Insert Name]
703294.6768 x[Insert Extension]
[Insert Number]
[Insert Addressee]@roamseare.net
During Roam Sewre's normal business hours (i.e., Monday through Friday from 8:30 AM EST to 5:30 PM EST), Customer shall use the primary email address to contact
an individual, andlor the pnmary numbec For support aiter normal business hours, on weekends and on holidays, Customer shall ca11703-294-6768 extension 262 or e-
mail suDOOrt(~Droamsecure.net.
SECTION 2. Summary of Enhanced Maintenance and Support.
General on-site support retainer:
. One-year suppoA retainer
. Support personnel for level 1, 2 and 3lypes of incidents will be availabfe
• Reconfigure RSAN servers due to changes In Customer's network
• Provide technical advice and support regarding the effective and
efficient operation of the RSAN software
• Includes original 18 hours of support, plus an additional fifty (50) hours of support per year (Support Hours)
o Includes up to total Support Hours of phone and/or email suppoR per year
o Additional callslemail requests In excess of Support Hours shall be billed at the then-current rate published in Roam Secure's Commercial Price List, billed in
minimum half-hour increments, plus Travel Expenses.
. Includes twelve day-long, or 24 half-day, site visits per year to resolve reported problems
o Each day-long site visii up to eight hours each, antl each half~ay site visit up to four hours each.
o Additional support onsite or off-site including visits and hours beyond original 12 day-long or 24 half-day visits, shall be
billed at the then-current rate published in Roam Sewre's Commercial Pnce List, billed in minimum half-hour increments, plus Travel Expenses.
Standard Updates performed on-site:
. Installation, confguretion and testing of standard Updates to the primary and back-ups servers on-site or via remote access are included.
• Update installation, confguration and testing is estimated to take approximately 4$ hours, Ihe crost for such time is included.
• Package indudes up to four Updates per year.
This Appendix B shall remain valid until superseded by a revised addendum mutually agreed upon in writing by both paAies.
Page 7 080711
~ Appendix C
Standard Hardware List
Effective 07JD1107
Dell Server - PowerEdoe 2950 HP Server - Proliant DL380 GS
PowerEdge 29501nce1~ Dual Core XeonT"' Compaq DL380 GS Intel~ Dual Core XeonTM
processor 5130 at 20GH~14M8 Cache, Processor 2AGH~l4MB 1333 MHz FSB - Rack
1333MHz FSB Madel
Additional Processor: Dual Core XeonTM 2nd processor 5130 a[ Second Processor: Inlel Uual Core Xeon 2.OGH7J1333 F5B - 4MB
2.OGHil4M6 Cache, 1333MHz FS8 Process - Op[ion Kit
Memory: 8GB (4x2GB) 533MHz Dual Ranked UIMMs Memory: 8GB Base Memory
Chassis Configurafion: Rack Chassis w/Sliding Rapid/Versa Rails and Starage Controller: HP Smart Avay P4002%Controller
Cable Management Arm,Universal
Bezel: Bazel for PE 2950 RAID setting: RAID S drive se[ with online spare lrequires
ma[ching 4 hard drives)
Power Supply: Redundant Power Suppiy With Duai Cords (Na 1" hard drive: HP 72GB Hot Plug 2.5 SAS ] 5,000 rpm Hard
Y Cord) Drive
Floppy Drive: 1 A4MB Floppy Drive, Intemal Black 2ntl hard tlrive: HP 72GB Hot Plug 25 SAS 15,000 rpm Hard
Drive
CD/DVD Drive: ' DVD-ROM 3w hard drive: HP 72GB Hot Plug 2.5 SAS 15,000 rpm Hard
Drive
Doeumenta[ion: Electronic Documen[ation and OpenManagt CD 4'" hard tlrive: HP 72GB Hot Plug 2.5 SAS I5,000 rym Hard
Kit Drive
Hardware Support 3Yr BRONZE Support, Next Business Day Redundant Power Hot Plug Redundant Power Supply Module
Services: Onsi[e Supply: (NEMAcord)MA)
Installatlan Support No Installation Assessment Redundant fan DL380 Redundant Fan Option Kit (3 fans)
Services: options: .
Hard Drive Integrared SAS/SATA RAID 5 PERC 5/i CD-ROM/DVD: Slimline DVD-ROM Drive
Configurafion: Integrated RAID 5
Nard Drive Backplane: Ix4 Backplane tbr 3.5-inch Hard Drives Nelwork card: Embedded NC373i MultiTunction Gigabit
NelworA Adap[er
Riser Card: Riser wi[h 3 PCIe Sb[s for PowerEdge 2950 Rack moun[ing Sliding Rails and Cable Managamen[ Arm
rails:
Primary Controller: PERC 5/i, x4 Backplane In[egra[ed Con[roller Server managemenh In[egrated Ligh[s Out 2(iL0 2) S[andard
Card Management
Primary Hard Drive: 73G6 I SK RPM SAS 3.5-inch Hard Drive Warranty: Wartanty-3 year next bus'iness day onsite
2nd Hard Drive: 73G8 I SK RPM SAS 3.5-inch Hard Drive
3rd Hard Drive: 73GB I SK RPM SAS 3.5-inch Hard Drive
4[h Hard Drive: 73G6 I SK RPM SAS 3.5-inch Hard Drive
Nehvork Adap[er: Dual On-BOazd NICs
Page 8 0807i1
Appendix D
Network Recommendations and Best ProcGces
Effective 7NI06
The Roam Secure Alert Neiwork (RSAN) emergency communication system is engineered to provide optimal delivery speeds and performance on cusromer networks.
To facilitate the efficient performance of each RSAN system, Roam Secure strongly encourages customers to follow a list of network recommendations and best practices
(provided, however, Ihat Roam Secure makes no warranty regarding such network recommendations andlor best practices). Additional recommendations can be found
in the Roam Secure Technical Requirements Document provided to the customer upon commencement of the installation prxess.
Direct SMTP Connection vs. Mail Relay
Roam Secure's recommendation is to allow the RSAN system to make direct SMTP message delivery connections to individual destination gateways and mail seners.
RSAN is designed for high delivery rates and handles delivery in an efficient, organized manner. The ideal environment will have RSAN deliver directly to deslination
gateways and mail servers, and be able ro receive any immediate wnnection messages direclly from the third partles.
Where this configuration is not possible (perhaps due to standard policies on nelwork traffic routing), some customers have attempted to route the RSAN delivery traffic
through an intemal mail relay. In such case, the RSAN messages are handed off to ihe customer's mail relay, which processes and ultimately delivers the messages to
their final destinations. Roam Secure strongly diseourages this practice as it can have several negative effects on rotal system performance and reliability. For example,
the following are likely results of employing a mail relay system as an additional delivery component to RSAN's high-speed message delivery system:
1. The mail relay becomes a potential single point of Failure. In addition, RSAN becomes dependent on this external service for its delivery. If the mail relay
becomes unavailable or is othervrise affecled by high traffc (because it is most likely a shared service), the delivery of RSAN's messages may be delayed
or fail altogether.
2. Because all message delivery is funneled through the mail relay, RSAN's high delivery rate is now focused on a single destination. 7his prac6ce could
potentially overload the mail relay and cause the service to suspend delivery or fail.
3. Diagnostic logging capabilities can only confirm that a message was handed off to the local mail relay, but cannot confirm delivery of inessage to its fnal
destination.
4. RSAN's finely tuned, high-speed delivery engine would be limited lo the performance of the mail relay system. In realiry, this almost always results in slower
message delivery than would occur without the mail relay.
For more information on Roam Secure's recommended practices, piease confact your Roam Secure project manager.
Page 9 080711
~! ~~~ ~ ~3 z 3 : zc~ ~ S
DEPARTMENT OF TRANSPORTATION
Contracts and Market Analysis Branch
Jill Sweeney
Contracting Officer
4201 East Arkansas Avenue, 4`" Floor West
Denver, Colorado 80222
Telephone: (303) 757-9398
January 27, 2010
Aspen-Pitkin County Communications Center
John Rushing
506 East Main Street, Dept C
Aspen, CO 81611
Subject: Memorandum of Understanding (MOU)
Contract between CDOT and Aspen-Pitkin County Communications Center
SAP# 351000056
John Rushing;
~: / •
Enclosed please find one (1) fully executed copy of the above referenced MOU between the Colorado
Department of Transportation and Aspen-Pitkin County Communications Center.
Please call me at (303) 757-9398 or Ken DePinto at (303) 512-5820 if you have any questions.
Best Regards,
~~ /. /~~
///f/,+.~
~ndF~ v
CDOT
Ib
SAP OLA# 351000056
Memorandum of Understanding
Between the
Colorado Department of Transportation
And
Aspen-Pitkin County Communications Center
This Memorandum of Understanding (MOin, made this,~~day of VQt , 2010, by and between
THE COLORADO DEPARTMENT OF TRANSPORTATION ("CDOT"'), and ASPEN-PITKIN
COUNTY COMMiJNICAITONS CENTER ("Aspen-Pitkin Count~') memorializes the arrangement and
responsibilities between the two entities identified above as it pertains to sharing statewide traveler
information.
Recitals:
1 CDOT desires to provide reliable, accwate and timely statewide traveler information so that
transportation users are able to make decisions that enhance and improve their choice of travel, mode,
route and time, thereby resulting in a more productive, efficient and safe transportation system. CDOT
believes, and studies have demonstrated, that travelers utilizing traveler information can benefit by
avoiding traffic problems, saving time by reducing delay and improving travel reliability, reducing travel
frustration, reducing crash rates and reducing fuel consumption. CDOT also desires to partner with
private parties in order to develop and enhance traveler information sharing capabilities.
2. Aspen-Pitkin County is the Public Safety answering point, 911 call center and dispatches: Pitkin
County Sheri~ Aspen Police, Snowmass Village Police, Basalt Police, Aspen Ambulance, Aspen Fire,
Snowmass Fire and Rescue, Basalt Fire and Rescue and Carbondale Fire and Rescue. Aspen-Pitkin
County desires, and has requested, access to the CDOT cotrip.org web site to get traveler information,
which Aspen-Pitkin County intends to provide to First Responders and the general public through the
Aspen-Pitlcin County community notification system pitkinalert.org.
NOW TI~REFORE the Parties hereby agree as follows: "
A. Colorado Department of Transportation Responsibilities•
On a non-exclusive basis, CDOT will make available various data/information such as: road condition,
traveler information, weather information, variable message information and CCTV camera images that
are disseminated on the cotrip.org web site to Aspen-Pitkin County in a XML format HTTP protocol,
provided that it dces not negatively impact the cotrip.org web servers or require any additional equipment
and/or software.
B. Aspen-Pitkin Countv:
Aspen-Pitkin County will pull the information from the cotrip.org web site on a reasonably timed interval
of about every two to three minutes, but shall not pull information on intervals of more than every two
minutes. Aspen-Pitkin County, as a courtesy to CDOT, will in either news copy or on-screen logo credit
CDOT regarding data received from CDOT and include a web link on the Aspen-Pitkin County web site
to the CDOT cotrip web site.
C. Disputes:
Should disputes or disagreements occur of any matter relating to the Responsibilities identified in this
MOU, both CDOT and Aspen-Pitkin County shall collaborate to resolve the dispute. If the persons
identified in H. Contacts cannot achieve the resolution within a thirty (30) day period, the matter shall be
submitted jointly to Aspen-Pitlcin County's Communications Director and CDOT's Executive Director for
final resolution of the dispute. If Aspen-Pitkin County's Communications Director and CDOT's
Memorandum of Understanding
Colorado Department of Transportation
Aspen-Pitkin County Communications Center
Executive Director are unable to resolve the dispute; this MOU will be terminated in accordance with the
terms and conditions identified in L Termination of MOU.
D. Compensation:
Both CDOT and Aspen-Pitkin County acknowledge and agree that neither is liable to the other for any costs
or fees hereunder. Further, neither party to this MOU shall be required to pay any compensation to the
other party for any services rendered hereunder. The total encumbrance for this MOU is zero dollars.
Nothing in this MOU shall be construed to place the personnel of any party under the control or
employment of another party. Nothing in this MOU is intended to create or grant to any third pariy or
person any right or claim for damages, ar the right to bring or maintain any action at law.
E. Expenditures and Fees:
The parties to this MOU agree that for the purpose of this MOU is to jointly accomplish activities that could
be performed separately by each party. Accordingly, it is understood that any fee contributed or paid, or
otherwise provided by any party to this MOU to the other party to this MOU are and remain an expenditure
of the contributing, paying, or otherwise providing party, and are not revenue or expenditures of the
receiving party. Neither party is obligated to reimburse the other party for any portion of any such fee
contributed or paid or otherwise provided.
F. FiscalInformation:
By this MOU, neither party incurs a direct financial obligation such that applicable law requires funds to
actually be encumbered by the MOU therefor. Rather, sufficient funds for any financial obligations that
indirectly result from this MOU shall be encumbered by parties under separate, subsequent, third-party
agreements, through which the equipment and services described herein will actually be provided.
Financial obligations of the State of Colorado payable after the current year are contingent upon funds for
that purpose being appropriated, budgeted, and otherwise made available.
G. Terms of MOU:
The term of this MOU shall be from the date of full execution by the Executive Director of the Colorado
Deparhnent of Transportation, or his Designee, for a period of five years. The parties will execute a new
MOU at the expiration of this five-year term if the parties so desire.
H. Contacts:
For CDOT:
Ken DePinto, P.E.
425 C Corporate Circle
Golden, CO 80401
303-512-5858
ken.depinton,dot.state.co.us
For Aspen-Pitkin County:
John Rushing
506 East Main Street, Dept. C
Aspen, CO 81611
970-429-2009
j ohn.rushing@co.pitkin.co.us
`~
Memorandum of Understanding
Colorado Department of Transportation
Aspen-Pitkin County Communications Center
L Termination of MOU:
If either pariy shall fail to fulfill, in a timely and proper manner, its material obligations under this MOU, or
if either party determines that the purposes of the MOU would no longer be served by completion of the
work as identified under each party's Responsibilities, either party shall have the right to terminate this
MOU by giving written notice of such termination, at least thirty (30) days before the effective date of such
termination.
J. Local Concern:
The parties agree and acknowledge that the activities contained in this MOU are matters of local concern
only, and that nothing in this MOU shall make or be construed as making any of local concerns covered
herein matters of mixed concern or statewide concern.
K. No Third Partv Beneficiar~
It is expressly understood and agreed that the enforcement of the terms and conditions of this MOU shall be
strictly reserved to the parties hereto. It is the express intent of the parties hereto that any person or entity,
other than the parties to this MOU, receiving services or benefits under this MOU shall be deemed
incidental beneficiaries only.
IN WITNESS WHEREOF, the arties hereto have executed this MOU the day and year first above written.
By ~ ~~ Date: ' ' ~-U ' ~ ~
Russell George, Executive Director
Colarado Department of Transportation
Attest: ~~'/~
By `~c~~-t ~l~'V~S~-~-~----" Date:
(Chief Clerk)
( -2r- Zvld
B - Date: ~ ~ ~ ~
Y
Mark G •at, o ' at ns Director
Aspen-Pitki County Communications Center
Attest: ' ' /~ j ~j ~ .
By Date: ! 0
ruce omero, Assistant Co ions Director
Aspen-Pitkin County Communications Center
~~