HomeMy WebLinkAboutresolution.council.084-94
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RESOLUTION NO. 2tf-
Series of 1994
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
AUTHORIZING EXECUTION OF A CONTRACT WITH OPENDATA SYSTEMS FOR THE
PURCHASE OF COMPUTER SQFTW ARE FOR USE BY THE COMMUN1ITY
DEVELOPMENT DEPARTMENT.
WHEREAS, the City Council has previously approved a budget for the purchase of!new
computer software for use by the Community Development Department; and,
WHEREAS, the Community Development Department has conducted an open request
for proposal process to identify responsible providers of suitable software; and,
WHEREAS, the Community Development Department has identified the products! and
services provided by QpenData Systems Inc. as most suitable for the intended uses o~ the
Department and has negotiated an acceptable contract with QpenData Systems, Inc. fo~ the
acquisition of such products and services;
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ASI1EN,
COLORADO:
1. The City Manager of the City of Aspen is authorized to execute a contract with Qpen
Data Systems, Inc., in the form attached hereto as Exhibit A, for the acquisition of !new
computer software.
INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on
the~ day of ~94.
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J 110. S. Bennett, Mayor
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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,
Cotor.l.do, at ~ meeting held on the day hereinabove stated.
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AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement made and entered on the date hereinafter stated,
ASPEN, Colorado ("City") and OPENDATA SYSTEMS,
("Professional") .
between the CITY OF
Sunnyvale, California
For and in consideration of the mutual covenants contained herein, the parties agree as fOJ1ows:
1. Contract Documents. The rights, duties, and the obligations of the parties hereto shall be
defmed, governed, and consist of all the terms, conditions, and covenants set forth .in the
Contract Documents. The Contract Documents shall consist of the following:
Agreement for Professional Services, including Exhibits A through D.
OpenData Systems Software License Agreement.
OpenData Systems Software Maintenance Support Agreement.
OpenData Systems Proposal ("Proposal"), dated June 24, 1994.
City of Aspen/Pitkin County Request for Proposal ("RFP"), dated
May 15, 1994.
2. Scope of Work. Professional shall perform in a competent and professional mann~r the
Scope of Work as set forth on Exhibit "A" attached hereto and by this reference incorporated
herein.
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3. Completion. Professional shall commence work immediately upon receipt of a .,yntten
Notice to Proceed from the City and complete all phases of the Scope of Wdrk as
expeditiously as is consistent with professional skill and care and the orderly progress pf the
Work in a timely manner. The parties anticipate that all work pursuant to this Agreemen~ shall
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be completed according to the Project Schedule as set forth on Exhibit "B" attached hereto
and by reference inco~orated herein. The Project Schedule shall be adjusted as required a$ the
project proceeds, and shall include allowances for periods of time required by the qity's
Project Manager for review and approval of submissions and for approvals of authop.ties
having jurisdiction over the project. This schedule, when approved by the City, shall, not,
except for reasonable cause, be exceeded by the Professional.
4. Payment. In consideration of the work performed, City shall pay Professional an anjount
of One Hundred Thousand Five Hundred Seventy Eight Dollars ($100,578) based 01). the
Professional's completion of the products and services provided for in the Payment Schepule,
Exhibit "C" attached hereto and by reference inco~orated herein. Professional shall submit, in
a timely fashion, invoices for work performed. The City shall review such invoices and, if they
are considered incorrect or untimely, the City shall review the matter with Professional within
ten days from receipt of the Professional's billing, and present the City's understanding qf the
disposition of the issue. Professional's invoice shall be for the period ending the 25th day of
each month. The invoice should be received by the City's Project Manager no later thah the
first of each month.
5. Non-Assignability. Both parties recognize that this Agreement is one for personal seIjvices
and cannot be transferred, assigned, or sublet by either party without prior written cons~nt of
the other. Sub-contracting, if authorized, shall not re1ievethe Professional of any o~ the
responsibilities or obligations under this Agreement. Professional shall be and remain ~olely
responsible to. the City for all negligent acts, errors, omissions or neglect of! any
subcontractor's officers, agents and employees, each of whom shall, for this p~o~e be
deemed to be an agent or employee of the Professional to the extent of the subcontract.! The
City shall not be obligated to payor be liable for payment of any sums due which may bf due
to any subcontractor.
6. Termination. The Professional or the City may terminate this Agreement, wjthout
specifying the reason therefor, by giving notice, in writing, addressed to the other party,
specifying the effective date of the termination. No fees shall be earned after the effectiv(f date
of the termination. Upon any termination, all fmished or unfmished documents, data, st*dies,
surveys, drawings, maps, models, photographs, reports or other material prepared by the
Professional shall become the property of the City. Notwithstanding the above, Profes$ional
shall not be relieved of any liability to the City for damages sustained lly the City by vir1jue of
any breach of this Agreement by the Professional, and the City may withhold any paymepts to
the Professional for the pu~oses of set-off until such time as the exact amount of the dalflages
due the City from the Professional may be determined.
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7. Covenant Against Contingent Fees. The Professional warrants that he has not been
employed or retained any company or person, other than a bona fide employee working for the
Professional, to solicit or secure this contract, that he has not paid or agreed to pay! any
company or person, other than a bona fide employee, any fee, commission, percentage,
brokerage fee, gifts or any other consideration contingent upon or resulting from the aw~d of
making of this contract. For a breach or violation of this contract without liability, or ill its
discretion to deduct from the contract price or consideration, or otherwise recover, th~ full
amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
8. Independent Contractor Status. It is expressly acknowledged and understood by the
parties that nothing contained in this Agreement shall result in, or be construed as establishing
an employment relationship. Professional shall be, and shall perfortn, as an indepel).'dent
Contractor who agrees to use his or her best efforts to provide the said services on beh~lf of
the City. No agent, employee, or servant of Professional shall be, or shall be deemed to b~, the
employee, agent or servant of the City. City is interested only in the results obtained unde~ this
contract. None of the benefits provided by City to its employees including, but not limited to,
workers' compensation insurance and unemployment insurance, are available from City to the
employees, agents or servants of Professional . Professional shall be solely and entirely
responsible for its acts and for the acts of Professional's agents, employees, servants! and
subcontractor during the performance of this contract. Professional shall indemnify! City
against all liability and loss in connection with, and shall assume full responsibility for paYil:1ent
of all federal, state and local taxes or contributions imposed or required under unemploYil:1ent
insurance, social security and income tax law, with respect to Professional and/or
Professional's employees engaged in the performance of the services agreed to herein.
9. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers,
employees, insurers, and self-insurance pool, from and against all liability, claims, I and
demands, on account of injury, loss, or damage, including. without limitation claims arising
from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any
other loss of any kind whatsoever, which arise out of or are in any manner connected with this
contract, if such injury, loss, or damage is caused in whole or in part by, or is claimed (0 be
caused in whole or in part by, the negligent act, omission, error, professional error, mis~ake,
negligence or other fault of the Professional any subcontractor of the Professional, o~ any
officer, employee, representative, or agent of the Professional or of any subcontractor o~ the
Professional, or which arises out of any workers' compensation claim of any employee qf the
Professional or of any employee of any subcontractor oj) the Professional except as appli,es to
the software products as described below.
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The OpenData Version 5.7.0 software system, the instruction manuals, and reference m~terials
delivered to the City are warranted against errors in materials and workmanship for a period of
twelve (12) months from City Acceptance of System, as set forth in Exhibit B (Ilroject
Schedule). During this period, and provided that City has a valid Maintenance Sllpport
Agreement in effect, Professional will remedy errors as defined in Professional's Maint~nance
Support Agreement in the software, manuals and reference materials without charge wjthin a
reasonable length of time following notice of the error. Maximum liability under this warranty
shall be limited to damages not exceeding the total amount actually paid by the qity to
Professional for the goods and services provided by Professional under this Agreement, The
physical diskette(s) on which the software is recorded and the Users Guide are warrantee! to be
free from defects in workmanship for a period of 90 days after your original purchase d~te. If
defective, the media and or guide will be replaced without charge if they are retun[led to
OpenData Systems within the warranty period.
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The professional agrees to investigate, handle, claims or demands at the sole expense lof the
Professional, or at the option of the City, agrees to pay the City or reimburse the City for the
defense costs incurred by the City in connection with, any such liability, claims, or deIjnands.
The Professional also agrees to bear all other costs and expenses related thereto, inqluding
court costs and attorney fees, whether or not any such liability, claims, or demands alleged are
groundless, false, or fraudulent. If it is determined by the fmal judgment of a cowse of
competent jurisdiction that such injury, loss, or damage was caused in whole or in part !by the
negligent act, omission, or other fault of the City, its officers, or its employees, the City shall
reimburse the Professional for the portion of the judgment attributable to such negligept act,
omission, or other fault of the City, its officers, or employees.
10. Professional's Insurance.
(a) Professional agrees -to procure and maintain, at its own expense, a pojicy or
policies of insurance sufficient to insure against all liability, claims, demands, and other
obligations assumed by the Professional pursuant to Section 9 above. Such ins~ance
shall be in addition to any other insurance requirements imposed by this contract or by
law. The Professional shall not be relieved of any liability, claims, demands, or other
obligations assumed pursuant to Section 7 above by reason of its failure to pro~ure or
maintain insurance, or by reason of its failure to procure or maintain insurance in
sufficient amounts, duration, or types.
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(b) Professional shall procu!'e and maintain, and cause any subcontractor !of the
Professional to procure and maintain, the minimum insurance coverages listed !below.
Such coverages shall be procured and maintained with forms and insurance acc~ptable
to the City. All coverages shall be continuously maintained to cover all liability, Flaims, .
demands, and other obligations assumed by the Professional pursuant to Section ~
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above. In the case of any claims-made policy, the necessary retroactive dates and
extended reporting periods shall be procured to maintain such continuous coverage.
(i) Workers' Compensation insurance to cover obligations impose~ by
applicable laws for any employee engaged in the performance of work ~nder
this contract, and Employers' Liability insurance with minimum limits of FIVE
HUNDRED THOUSAND DOLLARS ($500,000) for each accident, FIVE
HUNDRED THOUSAND DOLLARS ($500,000) disease - policy limit, and
FIVE HUNDRED THOUSAND DOLLARS ($500,000) disease - . each
employee. Evidence of qualified self-insured status may be substituted fqr the
Workers' Compensation requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum combined ~ingle
limits of ONE MILLION DOLLARS ($1,000,000) each occurrence and !ONE
MILLION DOLLARS ($1,000,000) aggregate. The policy shall be app*able
to all premises and operations. The policy shall include coverage for bodily
injury, broad form property damage (including completed operations), pe~sonal
injury (including coverage for contractual and employee acts), blimket
contractual, independent contractors, products, and completed operations. The
policy shall contain a severability of interests provision.
(iii) Comprehensive Autonwbile Liability insurance with minimum COmbined
single limits for bodily injury and property damage of not less than !ONE
MILLION DOLLARS (1,000,000) each occurrence and ONE MILpON
DOLLARS (1,000,000) aggregate with respect to each Professional's o~ned,
hired and non-owned vehicles assigned to or used in performance of the ~cope
of Work. The policy shall contain a severability of interests provision. ~f the
Professional has no. owned automobiles, the requirements of this Sectio!\ shall
be met by each employee of the Professional providing services to th~ City
under this contract.
(c) The policy or policies required above shall be endo~sed to include the City al)d the
City's officers and employees as additional insureds. Every policy required above shall
be primary insurance, and any insurance carried by the City, its officers or emplqyees,
or carried by or provided through any insurance pool of the City, shall be exce~s and
not contributory insurance to that provided by Professional No additional irisured
endorseme:nt to the policy required above shall contain any exclusion for bodily 1njury
or property damage arising from completed operations. The Professional shall be
solely responsible for any deductible losses under any policy required above.
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(d) The certificate of insurance provided to the City shall be completed by the
Professional's insurance agent as evidence that policies providing the req*ired
coverages, conditions, and minimum limits are in full force and effect, and shaJ1 be
reviewed and approved by the City prior to commencement of the contract. ,The
certificate shall identify this contract and shall provide that the coverages affqrded
under the policies shall not be canceled, terminated or materially changed until at least
thirty (30) days prior written notice has been given to the City.
(e) Failure on the part of the Professional to procure or maintain policies providing the
required coverages, conditions, and minimum limits shall constitute a material brea~h of
contract upon which the City may immediately terminate this contract, or ~t its
discretion City may procure or renew any such policy or any extended reporting p~riod
thereto and may pay any and all premiums in connection therewith, and all monies so
paid by City shall be repaid by Professional to City upon demand, or City may offset
the cost of the premiums against monies due to Professional from City.
(f) City reserves the right to request and receive a certified copy of any policy and any
endorsement thereto.
(g) The parties hereto understand and agree that City is relying on; and does not .,yaive
or intend to waive by any provision of this contract, the monetary limitations (pres~ntly
$150,000 per person and $600,000 per occurrence) or any other rights, immunities!, and
protections provided by the Colorado Governmental Immunity Act, Section 24-1Q-lOl
et seq., C.R.S., as from time to time amended, or otherwise available to City, its
officers, or its employees.
11. City's Insurance. The parties hereto understand that the City is a member of the
Colorado Intergovernmental Risk- Sharing Agency (CIRSA) and as such participates ijl the
CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at th~ City
of Aspen's Finance Department and are available to Professional for inspection during nqrmal
business hours. City makes no representations whatsoever with respect to specific coverages
offered by CIRCA. City shall provide Professional reasonable notice of any changes in its
membership or participation in CIRCA.
12. Completeness of Agreement. It is expressly agreed that this Agreement contains the
ehtire undertaking of the parties relevant to the subject matter thereof and there are no ~erbal
or written representations, agreements, warranties or promises pertaining to the project rJiatter
thereof not expressly inco~orated in this writing.
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13. Notice. Any written notices as called for herein may be hand delivered to the resp~ctive
persons and/or addresses below or mailed by certified mail return receipt requested, to:
City:
Professional:
Amy Margerum, City Manager
City of Aspen
130 South Galena Street
Aspen, Colorado 81611
Ho Wing Sit, President and CEO
OpenData Systems
390 Potrero Avenue
Sunnyvale, California 94086
14. Non-Discrimination; penalty. No discrimination because of race, color, creed,' sex,
marital status, affectional or sexual orientation, family responsibility, national origin, ancystry,
handicap, or religion shall be made in the employment of persons to perform services under
this contract. Professional agrees to meet all of the requirements of City's municipal ~ode,
Section 13-98, pertaining to non-discrimination in employment.
15. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not
operate as a waiver of any subsequent breach of the same or any other term. No term,
covenant, or condition of this Agreement can be waived expect by the written consent of the
City, and forbearance or indulgence by the City in any regard whatsoever shall not constitute a
waiver of any term, convenant, or condition to be performed by Professional to which thel same
may apply and, until complete performance by Professional of said term, covena[lt or
condition, the City shall be entitled to invoke any remedy available to it under this Agreement
or by law despite any such forbearance or indulgence.
16. Execution of Agreement by City. This Agreement shall be binding upon all parties
hereto and their respective heirs, executors, administrators, successors, and assigns.
Notwithstanding anything to the contrary contained herein, this Agreement shall not be binding
upon the City uuless duly executed by the Mayor of the City of Aspen (or a duly auth$rized
official in his absence) following a Motion or Resolution of the Council of the City of Aspen
authorizing the Mayor (or a duly authorized official in his absence) to execute the same.
17. General Terms
(a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed, terntinated or amynded,
waived, superseded or extended except by appropriate written instrumentl fully
executed by the parties.
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(b) If any of the proVISions of this Agreement shall be held invalid, illegal or
unenforceable it shall not affect or impair the validity, legality or enforceability of any
other provision.
(c) The parties acknowledge and understand that there are no conditions or limit~tions
to this understanding except those as contained herein at the time of the exeqution
hereof and that after execution no alternation, change or modification shall be made
except upon a writing signed by the parties.
(d) This Agreement shall be governed by the laws of the State of Colorado as I from
time to time in effect.
(e) This Agreement and its Exhibits, as it relates to the specific proVISIOns and
obligations among the parties, will prevail and control to the extent of any
inconsistency between the provisions of this Agreement and in any other docllment
governing the action or relationship of the parties. Any written change order qf any
document herein shall control and the document shall be deemed modified pyr the
terms of the change order.
IN WITNESS THEREOF, the parties hereto have executed, or caused to be executed by their
duly authorized officials, this Agreement in three copies each of which shall be deemed an
original on the date hereinafter written.
Dated:
ATTESTED BY:
CITY OF ASPEN, COLORADO:
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By:
John S. Bennett, Mayor
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WITNESSED BY:
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APPROVED AS TO FORM BY:
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John . Worcester, City Attorney
PROFESSIONAL:
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EXHIBIT A
SCOPE OF WORK
Objective: The Professional will implement an automated land use/permit manag~ment
software system to address the following major components and requirements of the City:
+ Provide management with a means of improving their capacity to manage
permitting information more efficiently and provide a more effective
mechanism for the delivery of this service to the public.
+ Promote the exchange and analysis of information between and among loc~
officials, management and staff through a local area network.
+ Minimize duplication of effort 'and redundancies among departments.
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Provide the necessary tools to promote fair and effective regulation of
development throughout the City of Aspen and Pitkin County.
The Professional's Proposal submission, dated 24 June 1994, which describe~ the
Professional's responses to Section 4 through Section 10, inclusive, of the City's Reque~t for
Proposal, are herein included as part of this Exhibit A to defme the Scope of Work for this
contract. Every effort will be made by the Professional to meet each of the spe~ified
requirements of the City in Sections 4 through 10 inclusive, with the exception of those, ~ any,
which have been specified in the Proposal as being outside of the bounds of the Professi9nal's
basic software system.
Specific items which were included as part of the Professional's Proposal submissio'i1 and
which have been subsequently made a part of the City's responsibility, e.g. the database ~ngine
and requirements specific to the selected database, will be provided by the City.
The following description includes services and products which will be provided by the
Professional as an integral part of his work in satisfying his contractual obligations with the
City. The format for the following description adheres to the format given in the
Professional's section on Proposal Pricing in the Proposal submitted to the City.
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Exhibit A, page two
I. PERMITTING SYSTEM SOFTWARE
A. Permitting System Software for ClientIHost System
Professional will provide the OpenData SQL System software, Version 5.7.0 for use in the
City's Community Development Department. The functionality of the installed software,
system shall be as described in Section 4 through Section 10, inclusive, of the Professional's
Proposal. Said software system shall be provided for 30 named users including a total <:if 16
concurrent users employing Professional's five software modules known as LandTech,
BuildTech, CodeTech, PlanTech and GeoTech.
B. Permitting Software for Server
The Professional will provide the OpenData SQL System software, Version 5.7.0, for u~e on
the hardware system server supplied and maintained by the City.
C. Permitting Software Installation
The Professional will install its OpenData SQL System software at the primary business offices
of the City serving the Community Development Department, Data Processing Department,
and referral departments designated by the Community Development Department. Said
installation shall be made on a single hardware server which will allow the COmmunity
Development Department and other City-designated departments to have access.
D. Permitting Software Maintenance, Trouble-Shooting and User Support
The Professional will provide for six (6) months of software maintenance, trouble-shooting and
user support free of charge as part of its work under this contract. Software support (or an
additional year, following the initial six (6) month period, has been included in pricing for this
Agreement. Subsequent software support shall be invoiced yearly by the Professional t$ the
City.
E. Permitting Software Upgrades
Software upgrades to the OpenData SQL System software shall be provided to City qy the
Professional provided that the City maintains a valid and continuous yearly contraqt for
Maintenance and Support Services following City's Date of Acceptance.
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Exhibit A, page three
F. Documentation
The City will be provided with sixteen (16) copies of written documentation (one per
simultaneous user seat) on the use of the OpenData SQL System, Version 5.7.0, as part its
work under this contract. Database administration documentation is not a part of this
Agreement.
G. Tutorial Software and Materials
The Professional will provide for an on-line tutorial software to guide the City' s employe~s in
the use of its software system. Such tutorial software will be additional to the wrjtten
documentation provided under a previous section of this Scope of Work.
ll.DATABASESOFTWARE
The City will provide the Database Software to support the Professional's software system.
Said database engine shall be the latest version of the Oracle Corporation's database profluct
which interoperates with the OpenData SQL software system. City shall purchase, in$tall,
maintain, trouble-shoot and otherwise lend all support to its selected database engine.
Selection of database engine by the City mayor may not include receipt of database softy.,are
upgrades as periodically issued by the database vendor. Database engine shall be specified and
purchased to operate for the same number, or greater, of simultaneous users (user seats) as
that being provided by the Professional for the OpenData SQL System software.
ill. OPERATING SYSTEM SOFTWARE
The Professional did not make a Proposal for Operating System Software nor is Professional
responsible for this required system component.
IV. NETWORK SYSTEM SOFTWARE
The Professional did not make a Proposal for Network System Software nor is Professional
responsible for this required system component.
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Exhibit A, page four
V. MISCELLANEOUS SOFTW ARE/HARDW ARE
All database software tools and utilities are the responsibility of the City for purchase' and
support. The Professional will provide, as part of this contract, "R&R Report Writer for
Oracle" software (a database report writer) as developed by Concentric Systems, Inc., "q:lose
Up" software (for remote access) as developed by Norton-Lambert, Corp., and a 14,400
Kbaud modem. The modem will be installed on the City's hardware system by the Professi~mal.
VI. TRAINING
Professional will provide on-site and remote training for users at various points througho~t its
implementation process. Please refer to the Project Schedule, Exhibit B, for details regarding
planned site visits to the City by the Professional. A minimum of ten (10) on-site person-
workdays will be provided to the City by the Professional related to the training fum;tion.
Training of City users will be coordinated with City representatives for maximum efficiency
and effectiveness and will be completed in groups.
The Professional is not responsible for database administration training which is required prior
to the installation of the Professional's software system, and is the responsibility of the City.
Update or refresher training, over and above training which is being offered as part of its ~ork
under this contract, is available from the Professional, on an hourly or negotiated support
arrangement. Supplementary training which is related to the Oracle Database Vendor remains
the responsibility of the City.
Vll. ADDITIONAL SERVICES
The Professional will provide twenty-five (25) person-days on-site in aspects related the
various phases of this Project, including on-site days related to Training.
The following services will be provided by the Professional as part of its work on this
a. Programming and Software Customization
b. Database and Form Design
c. Data Conversion (of those files listed in the City's Request for Proposal)1
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EXHIBIT B
PROJECT SCHEDULE
The following Project Schedule commences with OpenData System's receipt of the Notice to
Proceed. For the purposes of pre-establishing this Project Schedule a November 7,1994 Start
Date has been preliminary set. OpenData Systems will adjust this schedule, as required, to
retlect the actual date of receipt and the revised Project Schedule will become the con~ract
stipulated Project Schedule. City has the responsibility of installing the Oracle Database.
ACTIVITY START FINISH DURATION
(work days)
Pre.DesignINeeds Programming
. OpenData Receipt and Review of City lIf07194 lIf15/94 7
Provided Documents
(Permits, forms, flowcharts, etc.)
OpenData Report on City Documents 11/15/94 11/18/94 3
Aspen Site Meetings to Assess 11/28/94 12/02/94 5
Detailed Existing Operations and
Needs based on RFP Requirements
for Software
Assess Specific Functionality for 11I28/94 12/02/94 5
GeoTech Module forG.LS.
OpenData Review of Requirements 12/05/94 12/09/94 5
and Response to Functionality
City Review of Functionality Offered 12/12/94 12/16/94 5
Respouse to City Review by OpenData 12/19/94 12/23/94 5
User Test and Acceptance of Building
Operations Customization
. On-Site Installation of Training and 11I28/94 12/02/94 5
Customization Tool
. Exhibit B, page two
ACTIVITY START FINISH DURATION
(work days)
User Test and Acceptance 12/05/94 12/09194 5
("Look and Feel")
City Review and Comment 12/05/94 12/16/94 10
on Training and Customization
Modem InstaUation
Closeup Software and Modem 1lI28/94 12102/94 5
Installed
Conversion PlanIRequirements
Conversion Planning 11114/94 12/09/94 20
Data Transfer of Historical Records 12112/94 12/30/94 15
. Data Enlry on User Defined Items 01102/95 03/03/95 45
G.I.S. Interface
Coding and Customization for 12/05/94 04/07/95 90
GeoTech,Module
Formal Coding and Customization Process.
Building Operations
OpenData to Perform Coding 12/18/94 01/20/95 25
and Customization
Installation of Building Operations
Software
Install Building Module 01/23/95 01127195 5
Test Data Transfer Operations
. Test Data Conversion 01123/95 01127/95 5
. Exhibit B, page three
ACTIVITY START FINISH DURATION
(work days)
User Test and Acceptance of Code
Enforcement Operations Customization
On-Site Installation of Training and 01123/95 01127/95 5
Customization Tool
Users Test and Acceptance 01130/95 02103/95 5
("Look and Feel")
City Review and Commenl on 02/06/95 02/10/95 5
Training and Customization
Formal Coding and Customization Process.
Code Enforcement Operations
OpenData to Perform Coding 01/30/95 02124/95 20
and Customization
. User Test and Acceptance of Planning
Operations Customization
On-Site Installation of Training and 02127/95 03103/95 5
Custom~ation Tool
Users Test and Acceptance 03106/95 03/10/95 5
("Look and Feel")
City Review and Comment on 03106/95 03/17/95 10
Training and Customization
Installation of Code Operations
Software
Install CodeTech Module 02127/95 03/03/95 5
Formal Coding and Customization Process.
Planning Operations
OpenData to Perform Coding 03/06/95 03/31/95 20
. and Customization
'"
e Exhibit B, page four
ACTIVITY START FINISH DURATION
(work days)
On-Site Training - All Software Operations
Counter Operations 04/10/95 04/14/95 5
Building Department 04/1 0/95 04/14/95 5
Code Enforcement 04/10/95 04/14/95 5
Planning Deparlment 04/1 0/95 04/14/95 5
MIS Operations 04/10/95 04/14/95 5
City Review and Comment on ' 04/1 0/95 04/14/95 5
OpenData ProductlTraining
Installation and Parallel Operation
. On-Site Installation of Proposed 04/10/95 04/14/95 5
OpenData Product willi City
Provided Database Engine
Installation of GIS Interface 04/10/95 04/14/95 5
(GeoTech Module)
Parallel Operation 04/10/95 04/28/95 15
City Review and Comment on 04/10/95 05/19/95 30
OpenData Product and
Operations
OpenData Response to City OS/22/95 OS/26/95 5
Review/Comment
OpenData Product Retuning OS/29/95 06/09/95 10
(as required)
Final Acceptance Period I
City Acceptance of System 06/12/95
.
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'Ii"
EXHIBIT C
PAYMENT SCHEDULE
Montl,lIy payments by City to Professional shall be rendered in return for products and services
described in the Agreement and its Exhibits.
(a) An initial payment of $10,000 (Ten Thousand Dollars) shall be paid to Professional
with the issuance of written Notice to Proceed.
(b) Subsequent payments for services and products rendered shall be made monthly aI(ld
shall be in proportion to services performed by Professional.
(c) Payment for the One Year Maintenance Contract ($10, 487) shall be due and paya~le
six months after the Date of Final Acceptance.
.
Payments after the initial payment shall be based on the fee amounts shown adjacent to th~
specific tasks or products shown below. The listing below has taken the Project Schedule,
Exhibit B, and used this schedule to assist in the listing of applicable fees due to Professional
for his completion of the various tasks.
ACTIVITY FEE DUE
Pre-Design/Needs Programming
OpenData Receipt and Review Qf City $ 1,500.
Provided Documents
(Permits, forms, flowcharts, etc.)
OpenData Report on City Documents $ 1,000.
Aspen Site Meetings 10 Assess $ 4,000.
Detailed Existing Operations and
Needs based on RFP Requirements
for Soft~are and G .1.S. Interface
ObenData Review of Requirements $ 2,000.
and Response to Fnnctionality
e City Review of Functionality Offered O.
Response to City Review by OpenData O.
.
Exhibit C, page two
ACTIVITY
FEE DUE
User Test and Acceptance of Building
Operations Customization
On-Site Installation of Training and $ 2,000.
Cnstomization Tool
User Test and Acceptance O.
("Look and Feel")
City Review and Comment O.
on Training and Cuslomization
Modem Installation
Closeup Software and Modem $ 1.000.
Installed
. Conversion PlanIRequirements
Conversion Planning $ 2,000.
Data Transfer of Historical Records $ 3,000.
Data Entry on User Defined Items O.
G.I.S Interface
Coding and CuslOmization for $ 8,000.
GeoTech Module
Formal Coding and Customization Process -
Building Operations
OpenData to Perform Coding $ 8,000.
and Customization
Installation of Building Operations
Software
. Install Building Module $ 3,000.
.
Exhibit C, page three
ACTIVITY
FEE DUE
Test Data Transfer Operations
Test Data Conversion O.
User Test and Acceptance of Code
Enforcement Operations Customization
On-Site Installation of Training and $ 2,000.
Customization Tool
Users Test and Acceptance O.
("Look and Feel")
City Review and Commenl ou O.
Training and Customizatiou
. Formal Coding and Customization Process.
Code Enforcement Operations
~\",
OpenData to Petform Coding $ 9,000.
and Customization
User Test and Acceptance of Planning
Operations Customization
On-Site Installation of Training and $ 1,000.
Customization Tool
Users Test and Acceptance O.
("Look and Feel")
City Review and Comment on O.
Training and Cuslomization
Installation of Code Operations
Software
Install CodeTech Module $ 3,000.
.
.M
It'..". '
Exhibit C, page four
ACTIVITY
FEE DUE
Formal Coding and Customization Process -
Planning Operations
OpenData to Perform Coding $ 9,000.
and Customization
Installation and Parallel Operation
On-Site Installation of Proposed $ 1,000.
OpenData Product with City
Provided Database Engine
Installation of G.I.S. Interface $ 1,000.
(GeoTech Module)
Parallel Operation O.
. City Review and Comment on O.
OpenData Product and
Operations
OpenData Response 10 City O.
Review/Comment
OpenData Product Retuning O.
(as required)
On-Site Training - All Software Operations
Counter Operations $ 1,500
Building Department $ 1,500.
Code Enforcement $ 1,500.
Planning Department $ 1,500.
MIS Operations $ 2,000.
City Review and Comment on O.
OpenData Productffraining
e
,.
',.
.
.
Exhibit C, page five
ACTIVITY
Final Acceptance Period
OpenData to Retune Software
System (if required)
City Acceptance of System
First Full Year Maintenance Contract
(due and payable six months after Final Acceptance Date)
First Year Maintenance Contract
FEE DUE
o.
$10,591.
$10,487.
Should City fail to make payments to Professional as set forth in this Payment Schedule, a
charge of 1.5% per each 30-day period past due date shall accrue and be added to the .
due.
.'''.
.,~.
e
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EXillBIT D
SUMMARY OF FEES
The Professional will provide services and products as stated in the Scope of Work, Exhibit A,
of this Agreement.
,
The listing shown below comprises a summary of the fees allocated by their category of seJiVice
and/or work product. For a listing of payments to be made on the part of the City to
Professional relative to this fee summary please see Payment Schedule, Exhibit C, of! this
Agreement.
Permit System Software
Permit Software for ClientIHost System
(16 concurrent users and negotiated at 1/2 pricing
submitted in Proposal)
$12,000.
Permit Software for Server
48,967.
Permit Software Installation
N/C
Permit Software Maintenance, Trouble-Shooting
and User Support (total for one year beyond six
months free)
10,487.
Permit Software Upgrades
(while on valid Maintenance Contract)
N/C
Documentation
N/C
Tutorial Software and Materials
N/C
Database Software
None (City to provide)
o.
Operating System Software
None (not included in original Proposal)
o.
-
-
~
'.
Exhibit D, page two
Network Software
None (not included in original Proposal)
Exhibit D, page two
Miscellaneous Software
Software Tools and Utilities
Training
User Training
System AdministratorlManager
Additional Costs, Services, and Products
Travel and Travel Related Expenses
(negotiated at 112 of actual anticipated expenses)
Programming and Software Customization
Database and Form Design
Data Conversion
Operating System ConfigurationlUpgrade
Hardware Configuration
Related Services and Products
GeoTech Module - G.I.S. Interface for
Three User Seats'
TOTAL OF FEES:
o.
o.
8,000.
o.
5,125.
N/C
N/C
5,000.
Via Other Vendor
Via Other Vendor
10,999.
$100,578.
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OpenData Systems
A division of MicroPlan Development Inc.
SOFTWARE MAINTENANCE AND SUPPORT
OpenData Systems agrees to provide client support services on the installed system configuration fqr the
following software products in accordance with the following terms and conditions:
The maintenance support consists of:
i) Telephone Support. The customer may designate up to two knowledgeable individuals who
may contact OpenData Systems by telephone or by facsimile for assistance concerning the use qf the
then-current release of the Product as purchased by City. Telephone support is available from 9:00Ia.m.
to 5:00 p.m. California time.
ii) Problem Solution. OpenData Systems will exercise commercially reasonable efforts to (ix or
provide work-around solutions to any problems reported with the then-current release of the Produpt as
purchased by by the City which materially degrades the intended performance of the Product (an "Error")
in accordance with the classification reasonably assigned to such Error by OpenData Systems. A\,s to
priority Errors that render the Product inoperative or cause the Product to fail catastrophically, Ope~Data
Systems will promptly assign senior engineers to work to provide customers with a fix or work-around.
As to secondary Errors, OpenData will exercise commercially reasonable efforts to provide a fix fqr the
Error in the next Product update or release. As to minor Errors, which include all other Errors, Opel")Data
Systems may, but is not obligated to, provide a fix for such Error in the next major release qf the
Product.
In addition, a customer may request that OpenData Systems assist it in correcting any proqlems
experienced by such customer, whether or not such problems are caused by Errors. If OpenData
Systems determines, in its discretion, to render such assistance, such customer may be requir!3d to
agree that, to the extent that OpenData Systems determines (in its reasonable discretion) that I such
problems are primarily attributable to the customer or the customer's system, such customer will P!'lY all
time expended by OpenData Systems at OpenData Systems then-current rates for such services.
iii) Updates. Open Data Systems will provide (a) one copy of, or authorization to make one! copy
of, updates and new releases of the machine readable Product that are made generally available (0 the
public and (b) one copy of all revisions to the documentation for the product that are made gen~rally
available to the public. Notwithstanding anything to the contrary, OpenData Systems will not provide
maintenance customers with any product which is designated by Open Data Systems as a new prqduct.
Updates or new releases are not new licenses. They shall be used only for replacing the current veisions
of the existing licenses.
Maintenance support may be purchased only in one-year increments. Fee for maintenance support
services are payable annually in advance. OpenData Systems charges a penalty to customer~ who
allow their maintenance support services to lapse. I I
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Currently, OpenData Systems' policy is as follows:
1) If a customer fails to purchase maintenance support within 30 days after the first year of al new
installation, or 30 days after the expiration of the maintenance support agreement, the customer will be
charged a penalty equal to 50% of the full current maintenance support cost.
2) If a customer fails to purchase or renew maintenance support, and therefore does not have a license
to the most recent release of the Product, such customer may not purchase or renew maintenance, other
than in connection with the purchase of a license to the current Product release at the then-current
prices. \
Customer may cancel an existing support contract, but there will be no refund for any unused portiort.
Open Data Systems has no obligation of any kind to support:
I) altered, damaged or modified Product;
ii) Product that is not the then current release;
iii) Product problems caused by negligence, hardware: malfunction or other causes beyond
Open Data Systems control;
iv) Product installed on an unauthorized platform or operating system: or
-
v) Product problems caused by errors, modifications or updates in or to operating systems,
databases or other software with which the Product interfaces.
OpenData Systems has no obligation of any kind to provide on-site service.
OpenData reserves the right to access its client databases for the purposes of extracting infOrmation
related to the database files in each of its installed modules. This information shall be used by
Open Data for statistical purposes and in some cases may be viewed, exchanged or analyzed by
OpenData or its designated contractual representatives.
OpenData Systems has no liability for any expenses attributable to changes required in any platfo(m or
operating system which may be necessary to use the Product due to a lix, work around, upda,te or
release. Open Data Systems has no liability for any failure or delay in performance due to ccluses
beyond its reasonable control. This statement sets forth OpenData Systems support policies in' their
entirety, and customers may not rely upon any other proposals, agreements and representa\ions,
whether written or oral, except as provided for in the attached "Addendum to Software Maintenance and
Support Agreement".
J:t.- '7. {~~.,.#
Signature Date
Title Business Name
C)~?~
_" ~nature .
., [DEYP.
Title, OpenData Systems
/1.
Date
'7.'7<-/
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Addendum To Software Maintenance and Support Agreement
In addition to the stated procedures and policies governing software maintenance support
as provided for in the agreement entitled Software Maintenance Support (herein~fter
referred to as the "Standard Agreement"), the following provisions shall be considere~ as
addenda policies with which the City of Aspen (hereinafter referred to as "City") may oqtain
software,maintenance and support. This exhibit, "Exhibit A" shall be binding on both, the
City and Open Data Systems during any specified support period.
1) Definition: An "Error" in addition to the standard definitions included in this agreeme(1t is
understood to mean any significant deviation between the stated functionality in the pro(juct
instruction manuals and the functionality of the software as provided to the City.
2) Problem Solution and Technical Support:
Secondary Errors shall be treated in a similar fashion as Priority Errors which' are
discussed in the Standard Agreement. Secondary Errors shall be defined as software
procedural errors which mayor may not affect data integrity, but which are not intend~d to
be a "normal" function of the software and which cause undue confusion to the operator
and possible operator error.
DJu L~'Y-
Signa~ Date
~YDiL
Title
ell"--( oF' ~
Business Name
a:. 'a 7~
~gnature ./
/(. S' _ '7 ~
Date
@6D
Title, OpenData Systems