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Home My WebLink Aboutbocc.con.171.2009CLERK'S CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING CONTRACT #: 171-09 ORIGINATING DEPARTMENT/DIVISION: Senior Services CONTACT PERSON: Marty Ames PHONE #: 920-5432 PROJECT NAME: Software/hardware for myseniorcenter system ^ BOCC AGENDA ITEM ~STAFF AUTHORIZED SIGNATURE (Requires BOCC Signature) (per Revised Procurement Code 7/2005) ^ Over $5Q,000 (Requires Count3 Manager's Signature) / CHECK PROCUREMENT TYPE: ^None ~Informal ^Formal ^Sole Source ^Emergency ^State Bid ^ ^Compliance with House Bills 06-1343 and 07-1073 - Immigration Form (Under $10,000, Letters of Engagement, e~ DOLLAR AMC)UNT: $9,190.00 BUDCyET LINE ITEM/LED(7ER NUMBER: 00179.94672.8200 / CHECK CONTRACT TYPE: ~ S ervices/Maintenance ^License/LTse ^Lease ^Construction ~Goods, Equipment, Supplies ^Other (e.g. revenue) ^Employment (for county employees) ^Intergovernmental Agreement (Requires BOCC Action) ONon-Profit ^Quasi-Public ^Grant Agreements (Kequires BOCC Ae;tion) ^Change Order/Contract Amendment CONTRACTOR: Xavus Solutions LLC COMPLETE LEGAL OF NAME OF BUSINESS (if different from contractor) Contract Execution Date:S/21/09 Contract End Date: n/a Automatic Renewal: ~Yes ^No Term of Contract: year to year maintenance and support $1350 . \~ .,. . STOP -~~-~-~ All Contracts should be proofed for the following: -,n / / ~No Pages Missing ~If a Page is Left Intentionally Blank Note on Page ~ ~D~" P~ 0 ~/ / ~Page numbered consecutively ~ / ^All Signatures Affixed / ^All Dates Filled In / ~All Other Blanks Filled In / ~All E~ibits Attached / ^HB 06-1343 and 07-1073 (Immigration Legislation) Included in RFP and/or Contract / ^All Legal Descriptions Attached (if applicable) / ~Notice of Award/Notice to Proceed Attached (if applicable) / ~Warranty(ifapplicable) / ^Special Instructions for Finance Department: 00179-94672-82000 / ~Sent to Clerk and Recorder for Scanning/Archiving / ~Authorized Staff Person's Name: Marty Ames BY CFiECKINC; ABOVE AND ENTERIN(.; NAM.E, THE AUTH:QRIZED STAFF PERSON IND.ICATES T.I-IAT THE ATTACH~D DOCUMENT HAS B~EN PROOFED AND R~ADY FOR SCANNING. NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE ARCHIVES RETAINAGE SCHEDULE. rrz~seniorc~n~~~" by sanior centers,for se.nior centers Pitkin County Senior Center Quote #S-090122-06 Page 2 of 3 THE FfJREGQING WARRANTIEB REPRESENT XAVUX SOLUTIONS ~LC's SOI_E 4BLIGATION AND GUSTfJMER'S SOLE REMEQY FOR NON-CONFORMANCES. THE FOREGt~ING WARRANTIES ARE W LIEU OF AL~ OTHER WARRANTIES EXPRESSED OR tMPUED INGULUQING BUT NOT LIMITED TQ ANY IMPLtED VI/ARRANTIES ~F MERCHANTA81LIlY AND FITNESS F~R A PARTtCULAR PURPQSE. The terms and limitations of this warranty represent bargained for provisions agreed ta in ~eturn for pricing and other #erms. SOFIINAR~ LtCENSE AGREEMENT Xavus Solutions Ll.G retains ali title and ownership o# aA software, inc7uding software customization and software developed for a particular Gustomer, as weil as included firmware. Custom devetopments shall nat be deemed works far hire. AU Software is provided to Customer pnly under the following license terms: Upon payment of the applicable license fee Xavus Solutions ~LC grants to the Customer an indivisibie, nonexclusive and non-transferabte license, without right to subticense, in the software and firmware, inctuding patches updates and upgrades for its own intemal business purposes on the hafdware with which the softwa~e and firmware is firsf supplied. Licensee may only copy the saftware as reasanably necessary for operation and archival purposes and sfiall reproduce al~ proprietary and copy~ight notices of Xavus Sotuti4ns L{~C ar its ticensor which appear. Licensee shatl not cause or permit any merger of ihe software with other ccjrriputer program materia! to form a derivative work or otherwise make changes to the software or alter the sofiware in any manner whatsoever a~d will not attempt or allow any decampilation or reverse assembly of all or any portion of the software. Licensee agrees not fo rent or lease the software and that the sofiware is and shaU remain the property of Xavus Satutions LLC or its licensors. This license is termi~able in the event of a breach by Customer that is not corrected within fiftee~ (15) days after notice. Xavus Solutions LLC' licensors shaU be entitted to directly enforce the provisions of this software license to the extent a breach relates to such third pattyr software. Upon license termination the Licensee shaA retum the software and all copies to Xavus Solutions LLC or upon Xavus Solutions LLG's instructions, destroy the software and all copies and provide to Xavus Solutions LLC a certificate of destruction signed by an officer of Licensee. FORCE MAJEURE Nei#her pa-ty shall be liable for any loss of damage due to failure or delay arising out of any cause beyond the control, in the exercise of due diligence or wi#hauf the fault or negligence of such party. PAYMENT Timely payment by Custamer to Xavus Solu#ians LLC at its principai ptac~; of business of all sums due hereunder is a materia1 element hereof: Xavus Solutions LLC may charge ihe Customer 9.5°1o interest per month or part on any past due amounts. Customer shall reimburse Xavus Solutions LLC for all reasonabl~e expenses of collection including attorney's fees. ASSIGNMENT Neither party may assign its rights or obligations hereunder without the other party's cansent, which consent sha!! not be unreasonably withheld. APPLICAB~E lAW These terms shall be governed by the laws of the Commonwealth of Massachusetts. 7he United Nations Convention for the Sale of Goods shall not apply to any transactions hereunder. GANCELLA710N SGNEDULE Orders accepted by Xavus Solutions LLC are non-cancelable,, non-retum~ble and nonrefundable. All advance payments for delive~ed products and services are nan-refundable. Orders rnay be rescheduted a sing{e time, no later than 30 days prior to scheduled ship date, for up to forty-five (45) days without charge. PATENT INFRlt~lGEMENT Xavus Solutions LLC, agress a# its expense, to defend Customer in ~ny suit, claim or proce~ding brought against Customer alleging thaf any equipment or software furnishett hereunder directly infringed any U.S. l.etters Patent or U.S. copyright, p~ovided Xavus Solutions is promptly notified of any actual or threatened Gaim, is given alt reasonable assistance requited, and is given sole controt over the defense or setttement ofi'the ctaim, at Xavus Solutions 1,LC ex{~ense. Xavus Solutions LLC agrees to pay at~y fina! judgment rendered in such suit should the use of any equipment or software be enjained, or in the event that Xavus Solutions LLC desires: to minimize its liability hereunder, Xavus Solutibns LLC may fulfill its obligations hereunder by, either substituting fully equivalent non-infringing items, or modifying the infiringing item so that it no longer infringes, or by obtaining for Custamer, at the expense of Xavus Solutions i.LC, the right to continue use of such item. The foregoing states the entire liability qf Xavus Solufions for patent or copycight infringement or for any breach of warranty of nan-infringing, express ar implied. The foregaing inclemnity shall not apply to any equipment or software made to the specification ar design of Gustomer or to claims based upon the cambination of any equipment or software purchased pursuant to this contract with products or software supplied by Cusiomer or others. LIMITATION OF LtABILITY XAVUS SOLU7lONS LLC S!-!AL! N07 BE LlABLE FOR BUSINESS INTERRUPTION, LOSS OF DATA, PROFITS OR REVENUE, QR SPEGIAI., IN-DIRECT, INCIDENTAL OR C~NSEQUENTIA~ DAMAGES OF ANY NATURE AND FROM ANY CAUSE WHETHER BASED IN GONTRACT, TORT (INCLUDING NEGLIGENCE} OR OTHER. LEGAL TNEORY, EVEN IF Xavus Salutions LLC 20 NoRh Main Street Suite 260 Sherborn, MA 01770 508-613-2289 ~~~~,~seniorcer~t~r . ~ by seniorcenters,fo~seniorcenters Pitkin Gounty Senior Center Quote #8-090122-Ofi Page 3 af 3 XAVUS SOLUTIONS LLC HAS BEEN ADVtSED OF THE POSSIBILITIf OF SUCH QAMAGES. IN NO EVENT WILL XAVUS SOLUTfONS LLC BE LIABLE FOR DAMAGES OF ANY KIND IN EXCESS OF THE PRICE PAID FOR THE EQU(PMENT, SOFTWARE AND SERVIGES PR()VIDED HEREUNDER. DEFAULT In the event Cus#omer defaults or breaches under the Contract as formed, in addition to all other remedies available to Xavus Solutions LI.C at law or equity, Xavus Solutions ~lC shall be entitied to recover attomey`s fees and costs. NONDISCLOSURE SUBJECT TQ THE COLORADfJ OPEN RECURDS ACT, each Party shall treat as confidentiai aii Confidenti~l Information of the other Party, shall nat use such Gonfid~ntial Information except as set forth herein, and shall not disclose such Confidentiat Information to any third patty. Examples of Xavus Solutians LLC's Gonfidential Information inGude, but are not timited to, p~oduct design, marketing pians and pricing. This o#iigation of confrdentiality shatt remain in effect for three {3) years after the disclosure. Each Rarty shaN promptty notify the other Party of any actual ar suspected misuse or ur~authorized disclosure of the other Party's Confidential Informa#ion. U.S. GOVERNM6T+1T RESTRtGTED RIGHTS NOTIGE Distribution and use of products +nclucling computer programs and any related documentation and derivative works thereof, fo and by the Uni#ed States Governmenf, are subject to the Restricted Rights provisions of FAR 52.227-19, paragraph (c)(2) as applicable, except far purchases by agencies of the Qepartment of Defense (pOD). If the Software is acquired uncler the terms ~f a Department af Defeflse or civitian agency cantrac#, the Software "commecciat item" as that term is defined at 48 C.F,R. 2.101 (Oct. 1995), consisting of-commefcial corrrputer software a»d "commercia! computer software documentation" as such terms are used in 48 C.F.R 12.212 of the Federal Acquisition Regulations and its successors and 48 C:F.R 227.7202-1 through 227.7202-4 {June 1995) of the DoD FAR Supplement and its successors. All U.S. Govemment end users acquire the Software with only those righfs set forth in this Agreement. Manufacturer is Xavus Solutions LLC, ZQ North Main St, Sherbom, MA. VALlQtTY Should any provision of these terms be found illegat or unenforceable in any respect, such illegality o~ unenforceability shall nof affect the ualidity any o#her pravision of this terms. ARBiTRAT10N Any dispute arising m respect af thase terms shall be referred to arbiiration conducted in Boston, MA under the rules of the American Arbitration Associatipn. The award rendered in such arbiteation will be fir~al and binding and may be enforced in any court of competent jurisdiction. Each party shall bear its own casts incurred in the arbitration action. Notwithstanding the provisions of this section, any party may seek injunctive relief in any court of competent jurisdiction in order to protect its proprietary ar~d confrdentia! information and to enforce or obtain compiiance with the scope of rights and licenses granted underthese terms without first submitting, such claim to arbitration. Quote #: S-090122-06 Marty Ames Pitkin County Senior Center 0275 Castle Gresk Rd Aspen, CC? 81611 Customer ~ignatu~e: ~/t ~'°'t.._-- Customer Title: ~fi,~.~ ~-1: t~ „l.~ ~,-.~C` ~'v t ~ ~ ~-J ~'~~ '~(~` i~~ Date: ~~~ ~ ~~ Sales Tax Exempt # ~~~~~L~~~ ~~"~~~~C~~ (required) (Please also attach or mail a copy of Sales Tax Exempt Certificate.) Xavus Solutions LLC 24 North Main Street Suite 260 Sherborn, MA 01770 508-613-2289 ~ Xavus Solutions LLC 20 N Main St Suite 260 Sherborn, IvIA O1770 ,:~}~>senior~~~t~~ Estimate nnovat;ar at Lhe cer.Ter Phn 508-613-2289 Fax 508-921-5696 Date Estimate # 4127/2009 5-090122-~5 Rep P.O. No. CH Name f Address Ship To Marty Ames ~ Marty Ames Pitkin County Senior Center Pitkin County Seniar Center Q27S Castle Creek Rd 0275 Castle Creek Rd As~en, CO $lbl 1 Aspen, C(J 81611 ltem Description Qty Rate Total MSC-7001 MySeniorCenter Fuil System Gonfiguration w/22" HP 17,000.00 I7,000.00 Touchsmart Tauch Screen and MySeniorCenter Software Application. A1so includes 900 key tags and omni-directional scanner misc Upgrade to black & white custom keytags - no charge* 0.00 0.00 Annual Fee - Fuil MySeaiorCenter - Annual Upgrades, Maintenance & t,3S0.U0 1,350.00 Suppoct MSC-On Site Inst... On Site Instatlation Services 400.00 40Q.00 MSC-(?n site Trai... On site MySeniorGenter application training. (Travel 99Q,~0 990.fl0 and Expenses Not Encluded) DISC~ITNT Discount* -12,U00.00 -12,OQ0.00 Systern Subtotal 7,740:U0 Shipping Shipping 250.00 2S~.UU Travel West (Esti... Ttavet Expenses -West Estimated ( Customer wil! be 1,200.00 1,240.00 invoiced for overages ) Annual rnaintenanee in subsequent years for the above configuration wili be $t350 ~~~~ $9,19 0 , " t)iscultnt ~ilt1 ~e~~~i t~ ~~t~~:er `.~ttlicl ttl~lil A<1a1 Z~i, ~~3f3~D ~ - - - ~ ~'~ _ ~ _ Customer Sig~iature/ Date ~~~'~_ ~~~ C~~ f~ ~- - - Gustomer Sales Tax Exempt No. t °~~y ~ C~~ ( requiredj ~