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HomeMy WebLinkAboutbocc.res.007.1976 - -,. r " BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO RESOLUTION No. 76-7 RE: Computer Joint Use of Facilities Agreement between the City of Aspen and Pitkin County WHEREAS, this Board has determined that it is necessary that the County of Pitkin, State of Colorado acquire the use of a computer system, dnd WHEREAS, the City of Aspen has recently purchased a computer system from Data General Corporation and desires to lease and grant an option to an undivided one-half (1/2) interest in said system to the County of Pitkin, and WHEREAS, both the city of Aspen and County of Pitkin are authorized pursuant to Section 29-1-203 C.R.S. 1973, and Section 13.5 of the Aspen Horne Rule Charter to enter into inter- governmental contracts for the purposes of providing any function service or faci~ity lawfully authorized to each of the cooperatin~ governmental units, providing such contract receives the approval of the legislative bodies of the respective governments, and WHEREAS, the City of Aspen dnd the County of Pitkin have negotiated a "Joint Use of Facilities Agreement" satisfactorl, to both parties (see Exhibit A attached hereto and incorporated herein by reference), NOW, THEREFORE, BE IT RESOLVED: That the Chairman of this Board be authorized to execute and deliver the form of "Joint Use of Facilities Agreement" attached hereto as Exhibit A to the City of Aspen, and that the Secretary of this Board attest her signature thereon ratifying and affirming the action of this Board in authorizing them to enter into such agreement. ,... . '...,..,. u " '>~^\ , . r~1 I "": l~i : .' .J.. ~ j.J' .,i << - '... . , ~(J .~ t) I> f A~EST: ()\r1U.- ~Or) Secretary ;l-7(P~7 . ff'!f (71,) I CITY OF ASPEN/PITKIN COUNTY JOINT USE OF FACILITIES AND LEASE AGREEMENT THIS AGREEMENT, made by and between the CITY OF ASPEN, COLORADO, a Municipal Corporation and Home Rule City (created pursuant to Article XX of the Colorado Consitution and hereinafter referred to as "City") and the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO (hereinafter referred to as "County"): I WITNESSETH: ~mEREAS, the City has recently purchased a Computer System which is appropriate to service the needs of both the City and County, and WHEREAS, both the City and County have need for adequate computer system facilities and service and have determined that the joint maintenance, programming and operations would be ad- vantageous to both entities, and WHEREAS, both the City and County are authorized pursuant to Section 29-1-203 C.R.S. 1973, and Section 13.5 of the Aspen Home Rule Charter, to enter into intergovernmental contracts for the purpose of providing any function, service or facility lawfully authorized to each of the cooperating governmental units, provided any such contract receives the approval of the legislative bodies of the respective governments,and 'illiEREAS, the parties hereto have arrived at an agreement for the joint usage of computer hardware, for joint usage of initial programming, and for allocating the costs of operation, NOW,THEREFORE, THE CITY AND COUNTY AGREE AS FOLLOWS: In consideration of the mutual benefits to be derived herefrom, the following procedures and responsibilities will be adhered to and assumed by the City and County in the purchase and use of the City/County computer system. -1- I tf5(7~) [}-, i, AGREEMENT TO LEASE (' 1.1 City agrees to lease and County agrees to rent the computer system which the City has recently purchased from the '-" Data General Corporation (hereinafter referred to as "the equipment"), subject to the terms, conditions and obligations as set forth , . in this agreement. The equipment is fully described in the follow- ing Data General Corporation documents, attached hereto and incor- porated by reference: (a) Form 201 End User Blanket Quantity and Cumulative Discount Agreement; (b) Form 501 Program Availability Schedule; and (c) Form SOIA Program Availability Schedule Amendment. 1.2 City and County acknowledge that the equipment recently purchased by the City is appropriate to satisfy the needs of the I :: parties hereto. TERM OF LEASE 2.1 Term of this lease shall be a period of five (5) years i""'> commencing January 1, 1976, and continuing through December 31, 1980, unless terminated earlier under the provisions of Paragraphs , V 4.l, 5.1 or 10.1. RENT 3.1 County agrees that it will pay to City fixed rental pay- One Thousand One Hundred Fifty-Nine ments of land 97/l00 ($1,159.97) on or before thelOth_day,of= each month beginning January 10, 1976, through December 10, 1980. 3.2 County acknowledges that the rental payments described in Paragraph 3.l shall be in addition to any other expenses or ob- ligations it assumes by virtue of other provisions of this Agreement. 3.3 All rents payable by the County under this Agreement shall be paid at City Hall, 130 South Galena, Aspen, Colorado, 816l1,or at such other place as the City may direct. DEFAULT BY COUNTY 4.1 Should the County default (a) in the payment of any sum of money due hereunder beyond thirty (30) days after the same shall be due, or (b) in the performance of any other of its ob- ligations under this Agreement for a continuous period of thirty r u -2- " }; I (30) days after receipt by County of written notice thereof from City, then City may, at its election, tenninate this lIgreerrent and enjoy all rerredies provided by law for breach of contract. OOLIGATICNS OF CITY 5.1 City guarantees that, during the period of this lIgreerrent, it will maintain adequate insurance coverage on the canputer system which is the Subject matter of this lIgreerrent. One-half (~) of the cost of such insurance coverage shall be borne by County. OPTICN 'IO PURCHASE 6.1 City agrees that County may at any ti.m.= during the teDn of this lIgreem:mt purchase an undivided ene-half (~) interest in the equirmmt for a sum equal of one-half the unanortized value of the equiptent at the tirrre of purchase. The unanortized value shall be detennined by reference to the schedule attached hereto and incorporated by this reference. PURCHASE OF ADDrI'IONAL EQUIPMENT (HARIWARE) 7.1 Each party shall assune the cost of its periphery equiptent used seperately and independently of the other party. 7.2 Future acquisitions will be governed by future \aqreerrents of the parties that may be approved by their reSPective legislative bodies. 7.3 Maintenance of jointly used equiprent will be funded out of a joint qJerations budget while the maintenance cost of periphery equip- rren.t, seperately and independently used, will be assuned by the party making use of the sane. 7.4 The cost of carmunication lines to the pitkin County Courthouse shall be equally shared as if an initial cost of the basic system. Cost of ccmnunications within City Hall and the Pitkin County Courthouse peri- phery equiprent shall be borne by the party Iraking use of the equiprent. SOFI'NARE 8.1 The parties agree to work together to develop rrutually advantageous programs, jointly fund the sarre, and share the right to full use (docurren- tation). Any m:xlification by either party of a mutual program after the -3- I I 1 sane shall have been in use far six (6) nonths shall not be jointly funded but be the cost of the party initiating such change. 8.2 Each party shall assurre the cost of a separately develcped pro- gram, but must make the sarre available to the other party to this Agree- nent at fifty percent (50%) of the developrent cost. In the event of such ;"'"\ j a sale the seller may impose reasonable restrictions on use and resale. In the event software is purchased by one Party from outside parties, the software will be available to the other party at fifty percent (50%) dlf cost and subject to any restrictions imposed by the selling outside party. 8.3 All programs will have controlled access to insure that the in- tegrity of the a-mership of the respective parties is maintained. OPERATIONS A. BtlOOEI' 9.1 '!be parties each agree to annually budget for the cost of joint o::nq;mter operation and each assurres one-half (J..z) the cost thereof. A copy of the first annual joint budget shall be incorporated as an addendum to this Agreerrent. The joint operation cost proratiQ'l shall be without re- ..- gard to arrount of actual use by each (to encourage maximnn utilization). 'Ibe City Finance Departrcent will, via nonthly report, decurrent the costs of op- iJ eration. The annual budget must be finally awroved by both parties to this Agreement prior to CCtober lOth. of each year, and may not be reduced in dollar arrount subsequent thereto except by mutual agreertEI1t of the parties. B. TIME SHARING 9.2 OUtside use of the carputer by not-for-profit organizations will be encouraged, but all ccntracts for outside use nust receive the prior approval of both parties. Proceeds fran outside user ccntracts will be applied to the cost of operation and be credited equally between the parties. C. RESPONSmILITY OF EJlCH : =--'FORMS/PERSCNNEL/PRCGlWf) 9.3 Each party shall asSUIre sole responsibility for (1) the devel- opnmt of all fonns that are far the sole use of said party, (2) training -4- :'1 : 1 J --- ~ I of all employees of said party who are not direct employees of the data processing center, and (3) detennining programning requirerrents of said party. D. IMPIEMENl'ING PR:XiIWMrNG REQUIREMENT 9.4 The Q:>unty Finance Director shall be responsible for camumicating to the City Finance Director the programning requirerrents of the County. The developrent of these pr()(Jrams will be the sole responsibility <ti:lithe County Finance Director; however, the develq:mant of progranming whether internally or by purchase fran outside parties shall be coordinated through the City Finance Director as provided by mutual agreenent. E. OPERATIOO OF '!HE DATA POOCESSING CENl'ER 9.5 Joint neetings of the City Finance Director, the County Finance Director, and the primary systems developnent consultant will be scheduled on a regular basis to establish planning, scheduleing and policies. A special rreeting may be called by any of the above with twenty-four (24) II hours notice. I 9.6 The City Finance Director shall manage the data processing center, inchrling personnel,operating policy and scheduling, with the understanding that he or she may recruit or dismiss employees in conformance with personnel policies of the City of AsPen. 9.7 The City Finance Director shall be responsible for coordinating the scheduling of the developrent of new program awlications to neet the nutual and individual requiremmts of the City and County. It is acknowledged that Snowmass Systems (Bruce Anderson, President) is or will be under separ- ate contract with the City and County as the primary systems developtent consultant, assuming responsibility for program developtent on a contract basis, and as consultant to coordinate the integration of predeveloped soft- ware programs purchased fran outside sources. The City Finance Director will be responsible for setting priorities and scheduling the work activities of this consulting finn and otherwise supervise its enploynent. The City I and County are urged to consider ao:xW.sition of pre-developed software programs where the acquisition cost is beneficial 8nd the program applications are appropriate. -5- {;; 9.8 Responsibility for assuring adequate security n control of facilities and data back-up procedures shall be the duty of the City Finance Director. Requests for data back-up shall \~ be made in writing by the user, defining the type and frequency required. All offsite storage of data back-up remains the respons- ibility of the user. TERMINATION OF AGREEMENT A. VOLUNTARY lO.l Either party may voluntarily terminate this Agreement at the end of any calendar year (only) by giving written notice of termination to the other 120 days prior to the end of any such year. B. INVOLUNTARY lO.2 Nothing above shall preclude termination of this Agreement for breach of its provisions by either party (as provided in Paragraph 4.1 or otherwise) at which time each party shall enjoy the remedies provided by law for breach of contract. ~ C. DISPOSAL OF EQUIPMENT J 10.3 In the event of termination (voluntary) the hard- ware covered by this Agreement will be disposed of as follows: (a) Proceeds from the sale of equipment jointly purchased pursuant to Paragraphs 6.1, 7.2, and 7.4 shall be distributed equally to the parties. (b) proceeds from the sale of separately owned property shall be the property of the owner. (c) In the event one party wishes to purchase the entire system, the parties shall attempt to negotiate an acceptable purchase price. If such negotiations fail, after sixty (60) days of notification of intent to terminate, each party shall have the right to require the other party to purchase all of the interest of the former, or to permit the former to purchase all of the interest of the latter, subject to the n 1 J U :i 'i .,.6- 1 II I conditions and upon the terms set out below: (d) OFFER TO BUY OR SELL. In the event of voluntary termination, any party shall desire to purchase all of the interest of the other party, the former, (herein- after called the Offeror) shall have the right to deliver to the latter (hereinafter called the Offeree) a written offer, which offer to be effective shall be signed by the Offeror and shall contain the following: i. An offer to sell all of the Offeror's right, title and interest in the hardware, free and clear of any rights therein in any third party, for such price and on such other terms and conditions of sale as shall be contained in said offer; and ii. An offer to purchase all of the Offeree's right, title, and interest in the hardware, free and clear of any interest in any third party, for the same purchase price and upon the same other sale terms and conditions as were contained in the offer referred to in subparagraph (i) above; iii. Specifying a closing time and date no less than 30 days nor more than 90 days after the date of delivery of said offer to the Offeree. (e) ACCEPTANCE, NON-ACCEPTANCE. Within twenty (20) days after delivery of said offer, the Offeree shall have the right to deliver to the Offeror a written acceptance subscribed by the Offeree accepting either of the offers contained in the written offer. In the event the Offeree does not accept either of said offers within said 20 day period, then the Offeree shall be deemed to have accepted the offer of the Offeror to purchase the interest of the Offeree. The party obligated to see his interest as a result of the fore- I I -7- r - going shall be called the Vendor. The party obligated to purchase the stock of the Vendor pursuant to this agreement shall be called the Vendee. 10.4 In the event of termination (voluntary) privately developed software shall be offered to the other party at fifty percent (50%) of the development cost. '"' J ~ v 1"'""\ v -7a- q 1 I GENERAL PROVISIONS ll.l City covenants that it is the lawful owner of the equiprent which is the subject matter of this lease and joint use agreenent, and that, con- ditioned upon the County perfonning the conditions hereof, County shall peace- ably and quietly hold and have joint use of the equiprent during the term of this Agreerrent. EFFECrIVE DATE 12.2 This Agreenent shall became effective on the date of last signature by a party hereto. SUPERCEDES PRIOR AGREEMENI' 13. 1 lliis Agreerrent and all provisions hereof shall supercede all prior agreerrents between the parties on this Subject matter, specific reference being made to that Agreerrent effective November 25, 1975. IN WITNESS WHEREOF, the parties have hereto set their hands and seals on the days and years shown. Date: ~u~ /-2) Ie; ?~ ATI'EST : ~~ / JvLXDJ ITY CLERK COLORADO Corporation I c:::::. Stacy S' dley III, Mayor , , ~ THE BOARD OF COUNTY C<M1ISSIONERS IN COUNTY, COLORADO " Date: c;a''YfA.<~ /9) /911.. ,/ ATI'EST: ill(\[, ~~"~ni) CLERK BY -3- I I ,I ! I .1 /0 II ii I: