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HomeMy WebLinkAboutresolution.council.033-95 '."e.'.. "1>.. ~ tit 1_.. ., - .. RESOLUTION NO. (5 3 (series of 1995) A RESOLUTION APPROVING A COMPUTER SOFTWARE LICENSE AGREEMENT AND COMPUTER SOFTWARE SUPPORT AGREEMENT BETWEEN THE CITY OF ASPEN, PITKIN COUNTY AND SPILLMAN DATA SYSTEMS, INC., SETTING FORTH THE TERMS AND CONDITIONS REGARDING A LICENSE AGREEMENT AND SOFTWARE SUPPORT AGREEMENT FOR A LAW ENFORCEMENT COMPUTER NETWORK, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN WHEREAS, there has been submitted to the City Council a license agreement and a software support agreement between the city of Aspen, Pitkin County, and Spillman Data Systems, Inc., copies of which are annexed hereto and made a part hereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY. COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1 That the City Council of the City of Aspen hereby approves that computer software license and computer software support agreement between the city of Aspen, Pitkin County, and Spillman Data Systems, Inc., for a joint City/County law enforcement computer network, copies of which are annexed hereto and incorpo- rated herein, and does hereby authorize the city Manager to execute said agreements on behalf of the city of Aspen. Dated: >A~ d~> / 17~ John ~nn~~- ~-' '.. , .~ '.. ~. ~- , '~- I, Kathryn S. Koch, duly appointed and acting city Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the city council of the city of Aspen, Colorado, at a meeting held ~~~ , 1995. 2 1"5/{J " COMPUTER SOFIW ARE LICENSE AGREEMENT ~.,- \\\ "'l! This License Agreement ("this Agreement") is made and entered into this /0 day of /1 ci 1 ~y and between: SPILLMAN DATA SYSTEMS. INC. 810 SOUTH 100 WEST LOGAN. UTAH 84321 (801\753.1610 ("Soillmanll) cf; .{~ I?~ r, Ga./........>.,t /9",,- CG '6 I 0/ AND I':+k~ ~-4-y (nYoull) >,,6 Eo /'1..':' Sf. /}",-.. Co fU 6 (/ . THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF SPILLMANS OBLIGATIONS AND RESPONSIBILITIES TO YOU AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF SPILLMAN RELATING TO THE SUBJECT MATTER HEREOF. YOUR LICENSE OF THE LICENSED PROGRAM WILL NOT COMMENCE UNTIL YOU HAVE EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF SPILLMAN HAS RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS EXECUTED BY YOU. THE CITY OF ASPEN'S GENERAL CONDITIONS FOR SUPPLY PROCUMENTSHAS BEEN ADDED TO THIS AGREEMENT AT ADDENDUM 3. (A. .. 1. Product. The product is the "Licensed Program,11 which is defmed to be the package of computer software in machine-readable form and any related user documentation which may be ordered from time to time by Licensee's acceptance of an Spillman Software Order. 2. License. In consideration of the payment of license fees, Spillman grants you a non-exclusive, non-transferable license to use the IILicensed programll, subject to the following tenns and conditions. 3. Scope of Rights. You may: a. Install the Licensed Program in your own facility. b. Use the Licensed Program for purposes of serving the internal needs of your business. c. Make one copy of the program in machine-readable form, for nonproductive backup purposes only, provided that Spillman's proprietary legend is included. You may not use, copy, or modify the Licensed Program, or any copy) adaptation, transcription, or merged portion thereof, except as expressly authorized by Spillman. Your rights may not be transferred. You may not install the Licensed Program in any other computer system or use it at any other location without Spilhnan's express authorization obtained in advance (which will not be unreasonably withheld). If you use, copy, or modify the LicellBed Program or if you transfer possession of any copy, adaptation, transcription, or merged portion of the Licensed Program to any other party in any way not expressly authorized by Spillman, your licellBe is automatically terminated. You are solely responsible for payment of any taxes (including sales or use taxes and intangible taxes) resulting from your acceptance of this license and your possession and use of the Licensed Program. Spillman reserves the right to have you pay any such taxes as they fall due to Spillman for remittance to the appropriate authority. You agree to hold harmless Spillnlan from all claims and liability arising from your failure to report or pay such taxes. .~.. You are responsible for selecting a system administrator who is qualified to operate the Licensed Program on your own 'lIJ!. equipment and is familiar with the information, calculatiollB, and reports that selVe as input and output of the LicellBed Program. I l."e'.. ~j '{ "0, tA .. e Other accessories (hardware or software) may be required for the use of the Licensed Program. Except as agreed otherwise in writing, Spillman assumes no responsibility under this Agreement for obtaining or supporting such accessories. You are also responsible for ensuring a proper environment and proper utilities for the computer system on which the Licensed Program operates, including an uninterrupted power supply. You are responsible for converting your own data files for use with the Licensed Program. 4. Proprietary Protection of Licensed Program. Spillman shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Program, Design Specifications, Custom Modules, Programming and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted by Spillman. This Agreement does not provide you with title or ownership of the Licensed Program, but only a right of limited use. You must keep the Licensed Program free and clear of all claims, liens, and encumbrances. The Licensed Program is a commercially valuable, proprietary product of Spilhnan, the design and development of which reflect the effort of skilled development experts and the investment of considerable time and money. The Licensed Program is treated by Spillman as confidential and contains substantial trade secrets of Spilhnan, which Spillman has entrusted to you in confidence to use only as expressly authorized. Spillman claims and reserves all rights and benefits afforded under federal copyright law in all software programs and user materials that constitute the Licensed Program, and in all system documentation related thereto, as unpublished works. You may not, at any time, disclose or disseminate the Licensed Program to any person who does not need to obtain access thereto consistent with your rights under this Agreement Under no circumstances may you 1!unlockll the code of the Licensed Program, as the term is generally used in the trade. Under no circumstances may you disclose or disseminate the Licensed Program to any competitor of Spillman. You will devote your best efforts to ensure that all your personnel and all other persons afforded access to the Licensed Program shall protect it against improper use, dissemination, or disclosure. You hereby authorize Spillman to enter your premises in order to inspect the Licensed Program in any reasonable manner during regular business hours. You acknowledge that, in the event of your breach of any of the foregoing provisions, Spillman shall be entitled to obtain an injunction against such breach from any court of compentent juristiction in the state of Colorado immediately upon request. Spilhnan's right to obtain inj1ffictive relief shall not limit its right to seek further remedies in money or damages. Your obligations hereunder shall remain in effect for as long as you continue to possess or use the Licensed program or any trade secrets derived therefrom. 5. Documentation. Spillman agrees to allow you to use Spillman Data copyrighted documentation of the SPILLMAN Public Safety Software system to photocopy as many copies of the SPILLMAN documentation as the agency requires for agency use only in the use of the SPILLMAN Public Safety Software system, to not distribute any original or copy of documentation outside of the agency, and to not reveal this documentation to competitors of Spillman. 6. Payment for Goods. The total fee, as set forth in an Spillman Software Order, shall be paid to Spillman according to the following schedule: (See addendum number 2) 7. Limited Warranty. (See addendum number lfor items contained in the scope of work.) Spillman warrants, for your benefit alone, that the Licensed Program conforms in all material respects to the specificatio1;1S for the current version of the Licensed Program as described in Spillman product specifications as of this date and for a period of one (1) year hereafter. 1ms warranty is expressly conditioned on your observance of the operating, security, and data-control procedures set forth in the User's Manual(s) included with the Lic~nsed Program. I Spillman is not responsible for obsolescence of the Licensed Program that may result from changes in your req~ments. The foregoing warranty shall apply only to the most current version of the Licensed Program issued by Spillman from time to time. Spillman assumes no responsibility for the use of superse:ded, outdated, or uncorrected versions of the Licensed Program. 8. Customer Remedies. As your exclusive remedy for any material nonconformity or defect in the Licensed Program 2 -- e.; %k. ~" ~ .. for which Spillman is responsible, Spillman shall attempt through reasonable effort to correct or cure such nonconfonnity or defect. However, Spillman shall not be obligated to correct, cure, or othexwise remedy any nonconformity or defect in the Licensed Program if you have made any changes whatsoever to the Licensed Program. if the Licensed Program has been misused or damaged in any respect, or if you have not reported to Spillman the existence and nature of such nonconformity or defect promptly upon discovery thereof. If only Spillman has made changes to the Licensed Programs, and Spillman cannot make Licensed Programs conform to specifications, Spillman will refund the amounts specifically related to the Licensed Program. The cumulative liability of Spillman to you for all claims related to the Licensed Program and this Agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount of all fees and charges paid to Spillman hereunder. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. 9. No Other Warranties. Spillman disclaims all other warranties~ either expressed or implied and representations with respect to the licensed program, including its condition, its conformity to any representation or description, the existence of any latent or patent defects, and its merchantability or fitness for a particul~ use. Except as stated in section 7 herein above. 10. No Liability for Consequential Damages. In no event shall Spilhnan be liable for any loss of profits; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against you, even if Spillman'has been advised of the possibility of such claims or demands. This limitation upon damages and claims is intended to apply without regard to which other provisions of this Agreement have been breached or have proven ineffective. 11. Term. Your license of the Licensed Program shall become effective upon delivery of the Licensed Program to you and shall continue unless terminated as provided herein. Licensee may terminate this agreement at any time upon written notice to Spillman. Upon termination of this Agreement, all rights granted to you will terminate and revert to Spillman. Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of your possession or use of the Licensed Program, you must return, or certify the destructionof, all copies of the Licensed Program in your possession (whether modified or unmodified), and all other materials pertaining to the Licensed Program (including all copies thereof). 12. General. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against who enforcement of the modification is sought. Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed. In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribllllal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement, and all the remaining terms of this Agreement shall remain in full force and effect. SPILLMAN WANTS YOU TO BE CONFIDENT THAT THE LICENSED PROGRAM WILL SUIT YOUR NEEDS. ALTHOUGH YOU MUST MAKE THAT DETERMINATION YOURSELF, SPILLMAN IS PREPARED TO FULLY DISCUSS THE LICENSED PROGRAM WIn! YOU AND ANSWER YOUR QUESTIONS. BY EXECUTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE BEEN GIVEN AN ADEQUATE OPPORTUNITY TO INVESTIGATE YOUR COMPUTER AND SOFTWARE NEEDS AND THAT BASED ON YOUR EXAMINATION OF THE LICENSED PROGRAM, THE LICENSED PROGRAM IS SATISFACTORY. 3 ~ ., e" \. \'" e [Licensee:] Signed: Printed: 19.... ~- 5" - Ir'1S" -"1..... 1A- [Licensee:] Signed: Printed: Title: Date: .19 Accepted and Approved by Spillman: Signed: Printed: Duane Barker Accepted and App(01ed by Spillman: /? Signed:~~ ~~ Printed: Duane Barh:r Title: Vice President ~ Finance Date: 5/7."L. .19Q >----- [license032495] 4 ~ ~. e: \h. '~" ~ '. .-III' SJ1am ~re!1 Addendum 1 810 South 100 West Logan, Utah 84321-5929 (801) 753-1610 fax (801) 753-3031 ~(~'~~J_~D1W~:~ City of Aspen and Pitkin County Colorado 506 East Main Street Suite 102 Aspen. CO 81611 Phone: Date: Expiration Date Installation machine Quote Number (303) 920-5400 5/19/95 5/30/95 Sun 10016 Addendum NO.1 Spillman Data Systems, Inc., (SDS) has reviewed the "City of Aspen/Pitkin County, Request For Proposal, Dated December 16, 1994 for Application software (Law Enforcement Records Management system and associated modules.)" Spillman subsequently submitted a proposal to the city of Aspen and Pitkin County, Colorado to provide a Law Enforcement Records Management System, December 16,1994." Consequently negotiation between SDS and the City/County in conjunction with the RFP and proposal resulted with the city exercising it's right to accept, in part, the SDS proposal. Therefore, SDS quotes and offers only the products and services listed on the following pages of SDS quote 10016. All other proposed or requested proposed products and services are not part of this agreement. The scope of work included in this agreement includes delivery of the Spillman Pubiic Safety Software modules and services as outlined on the following pages including installation of Spillman software on the City/County computer, implementation services, Training, and 1st year support and warranty, and customized software including the state of Colorado ISR, and an interface to SCC's CAD as listed on the following pages. Aspen Citvl Pitkin County Addendum 1 5(19/95 Page 1 .<fI' ~~__an \. Ut'data systems, inc. (- \. ~a. ., Price Summary Price Summary Softwal'e Quotation ')~~lf)}' 1)''l!'Ih,*~~~~ city of Aspen and Pitkin County Colorado 506 East Main Street Suite 102 Aspen, CO 81611 MODULES HUB Law Records Management City Jail Module Licences and Permits Personnel Management NIBRS Colorado Standard Pawn Property Civil Process Laptop Interface incident Prosecution Modules Total software TraininQ (Train the Trainer) Training (see Training Detal! Sheet) Less $760.00 for prosecution training. Total Training Installation Support Modem Pre Installation Meeting Software Installation Operating system setup Project Management System Integrations Services T otallnstallation Interfaces & Other see CAD Interface $ T otallnterfaces/other Data Conversion Services $ TOTAL PROJECT 4,500 $ 4,500 5,270 $ 5,270 $ 90rOOO SCC Interface: The SCC interface is the link between the SCC's U.D.T. module and Spillman's records management software. Providing one way transfer of the data collected in 'CAD to the Spillman records s;jstem. The Spillman Jail module listed for the City of Aspen/Pitkin County is the full Spillman Jail module. Due to delays from the Spillman programming staff the "city jair was not seperated from the "full jail" Module therefore the City of AspenlPitkin CO will recieve the full jail package for the cost of the "city jail". Aspel\ City! Pitkll\ Coulltv Addel\dum 1 5119195 810 South 100 West Logan, Utah 84321-5929 (801) 753-1610 fax (801) 753-3031 Page 2 . .." . SPdata syste!1 Training 810 South 100 West Logan, Utah 84321-5929 (801) 753-1610 fax (801) 753-3031 City of Aspen and Pitkin County Colorado 506 East Main Street Suite 102 Aspen, CO 81611 Number of Total cost MODULES Unit Price Hrs. Traininq Cost Traininq Classes of traininQ HUB $ 6,700 24 $ 2,280 1 $ 2,280 Law Records Managment $ 7,500 12 $ 1,140 1 $ 1,140 Jail Module $ 10,600 34 $ 3,230 1 $ 3,230 Licenses and Permits $ 3,400 2 $ 190 1 $ 190 Personnel Managment $ ;3,400 4 $ 380 1 $ 380 NIBRS Colorado Standard $ 6,700 8 $ 760 1 $ 760 Pawn Module $ 2,000 2 $ 190 1 $ 190 Civil Process $ 10,100 8 $ 760 1 $ 760 Laptop Interface $ 10,100 $ 1 $ e Prosecution Modules $ 3900 II $ 760 1 $ 760 ~, Total $ 64,400 102 $ 9,690 $ 9,690 Travel & Per diem 3 trips to Aspen $ 1,200 Per diem 12 days $ 1 ROO TOTAL TRAINING $ 12,690 Spillman Training The above listed training out line is for "Train the Trainer" therefore the outlined training consists of 1 class per module encompasing 16 students. On the Price summary sheet, at the request of the city/county prosecution mamagement training for the amount of $760.00 was eliminated. All Training will take place on-site in Aspen. <It Aspen Cityl Pitkin County Addendum 1 5/19/95 Page 3 4_ ~'. 'IJ! e. @. \\:' '"' (It . .... Notes 810 South 100 West Logan, Utah 84321-5929 (801) 753-1610 fax (801) 753-3031 SPdata -an systems, inc. Nolel Quote only covers products and servi,ces listed herein. Quote is valid only through the expiration date indicated herein and only if all listed items are purchased as a package. Products and services as interpreted by Spillman Data Systems, Inc. No feature, function or characteristic not described herein is implied. Applicable taxes are not shown. Note 2 Required Pre-Installation Meeting A pre-installation meeting between Spillman Data and client personnel is needed to make any policy changes regarding the new computer system, establish an implementation schedule, set up training schedules, initiate compilation of agency code tables, introduce the agency's system administrator to the Spillman Data project manager for their agency, and accomplish many other necessary tasks before implementation can begin. The System Administrator must attend the meeting. This meeting requires someone from the agency with the authority to make final and binding decisions regarding the computer system and related agency procedural changes. Therefore, if the System Administrator does not have this authority, he/she must be accompanied by someone from the agency who does have the authority. In this way, we ensure that the meeting is worthwhile and productive. The meeting can last anywhere from a few hours to a full working day. SPILLMAN Software Maintenance/Support Costs for 2nd year Basic Support, second year: $10,608 The cost of renewal of the Software Maintenance/Support Agreement for the third year and thereafter will be based on percentages current at Spillman Data Systems at the time of renewal. [fthe customer is under a basic service agreement but must call after standard working hours, support will be given but will be charged at an hourly rate specified on the current Spillman Data Systems fee schedule. Rates subject to change. Adendum 1 accepted and approved by: Signature of authorized represenative Print Title and Name Date Aspen CiNI Pitkin County Addendum 1 5119/95 Page 4 e e\ \\ ,,, " e ADDENDUM 2 CITY OF ASPEN/PITKIN COUNTY AMENDED PAYMENT SCHEDULE STANDARD SPILLMAN PUBLIC SAFETY SOFTWARE 50% SDS Public Safety Software: Installed 25 % SDS Public Safety Software: On Line 25 % SDS Public Safety Software: Acceptance CUSTOMIZED SOFTWARE 50% IBR-CO: Design Acceptance 25 % IBR-CO: Installed on Server 25% IBR-CO: Acceptance 50% SCC CAD Interface: Design Acceptance 25 % SCC CAD Interface: Installed on Server 25 % SCC CAD Interface: Acceptance IMPLEMENTATION SERVICES AND EQUIPMENT (Billable upon completion of service.) Pre-Implementation Meeting System Integration Services Support Modem SDS Training Completed Project Management Data Conversion Assistance TOTAL Accepted and Approved By: [Customer:] Signed: Printed: Title: Date: [Spillman:] Signed: Printed: Title: Date: Page 1 5/19/95 27,850 13,925 13,925 3,350 1,675 1,675 2,250 1,125 1,125 400 2,500 500 11,930 2,500 5,270 90,000 ,e;;. \j ~".:~ , '. 'h ~,\ "'I;;il, Gel d 6HS 0C:5 >:m: %55 81>:91 Sf61-61-mw . . ADDENDUM 3 CITY OF ASPEN GENERALco~~rrIONS FOR SUPPLY PROCUREMENT AGREEMENTS . These General Conditions have been prepared by the .City of Aspen 'to be incorpprated by reference into Supply Procurement Agreements entered into ~etween Vendors. and the City of Aspen. Any amendments to the following terms and conditions mutually agreed to by the Vendor and the City shall be specifically noted on the Supply' PtOC)Jrement~ ~gre4ment. Notwithstanding any terms and conditions to the contrary contained in Vendor's proposal~ sales agreement, bid documents, sales estimate, agreement to purchase, or 'oth:er-'similar doctjments presented to City as an offer to sell, the following terms and conditions, ':unless speciifically amended, shall govern the supply procurement agreement. .' ; 1. Delivery. City shall have the right to inspect and reject apy or all parts thereOf that fail to conform to specifications. In the event that the City rejects goods delivered,VencjQr shall refund in full all 'funds paid in advance of delivery. 2. Successors and AssignS. This Agreement andall.ofthe.covenarits hereof shal~ inure to the benefit of and be binding upon the City and the Vendor respectivelj and their agents, representatives, employee, successors, assigns and legal representatives. ~either the qty nor the Vendor shall have the right to assign, transfer or sublet its' interest or obligations .hereunder without the written consent of the other party. . : 3. Third Parties. This Agreement does not and shall not J>e deemed or construed to 'confer upon or grant to any third party or parties, except to parties to whom Veildor or City mayiassign this Agreement in accordance with the specific written permission, anyrig~ts to claim d~mages or to bring any suit, action or olher proceeding against either the ~ty or Vendor because jof any breach hereof or because of any of the terms, covenants, agreements .or conditions :herein contained. . . , . : 4. Waivers. No waiver of default by either party 'of any of the terms, . coven?-nts or conditions hereof to be performed, kept and observed by the ~ther ~~ shill 'be cOQstrued, or operate as, a waiver of any subsequent default of any of the terms, covooants 'or con,ditions herein contained, to be performed, kept and observed by the other party.... .'. . . , 5. Ae-reement Made in Colorado. The parties agree that.this Agreement was made in accordance with the laws of the State of Colorado and shall be so c9nitnied. Venue is :agreed to be exclusively in the courts of Pitkin County, Colorado. 6. Attorney's Fees. In the event that legal action is necessa,ry' 'to' . enforce any' of the provisions ohhis Agreement, t1ie prevailing party shall be entitled to its .costs and rea~o?ablli attorney's fees. ' -. : ".. 7. Waiver of Presumption. This Agreement was negotiated ~I1d' reviewed throJghthe ~ mutual efforts of the parties hereto and the parties agree that no. constDJction 'shall be made or presumption shall arise for or against either party based on any alleged unequal' status of the parties in the negotiation, rev'iew'or drafting of the Agreement. ' i -.. 'K ~~, .'. ,'j. '~ . - m'd 6lTS 0c6 m;: 8p:9t S66t-6t-A~W %66 8. WalTanties as to Fitne~s and Merchantibilily. Vendor acknowiedges that it kn'O~s the particular purpose for which the item(s) purchased are required by City 'and that City is relying on the Vendor's skill and judgment to select or furnish suitable. itei:ns. Yendot .doeS warrai\t t~at the item(s) purchased shall be fit for such purpose. Vendor fUl:\her warianls..that tl\e item(s, sold by it to be free from defects in material and workmanship under normal".~se arid service; ., . ' 9. Warranty of Title. Vendor wrmants that the title conveyed shall be good, and its transfer pursuant to this Agreement rightful; and that the item(s) sh~ Qe delivered . free froin any security interest or other lien or encumbrance of which the City has no kn9wledge. . ., 10. Certificatloll Regardill~ Debarment. Suspension. rne1i'~bi1Hy',. and Voluntary E7(c1Il~ion. Vendor ce.rtifies, by acceptance of this Agreement, .that nei\her,it nor its pri*ipals is presently debarred, suspended, proposed for debarment, declared :jne1igible or v.olu!1tariIy excluded from participation in any transaction with a Federal or State. <lepill'tinent or agency. It further certifies that prior to submitting its Bid that it did include' this clause Without modification in all lower tier transactions, solicitations, proposals, rontnicts and subcontracts. In the event that vendor or any lower tier participant was unable to' ceI'\ify~othis statem~t, an explanation was attached to the Bid and was determined by the CitY to, be satisfactory: to the City. .' : I 11. Warranties Against Contingent Fees. Gratuities. lGckbaCks and Conflicts ofTnterest. Vendor warrants that no person or selling agency has been employed' or. ~iained to solicit or secure this Contract upon an agreement or understanding for a: c.ommission, perd!ntage, brokerage, or contingent fee, excepting bona fide employ.ees or bona fiile established corrirj1ercial or selling agencies maintained by the Vendor for the purpose' of seclipng busii1ess. , .' , Vendor agrees not to give any employee or form.er employeeofth~ City a.g,ratuity:or any offer of employment in connection with any decision, approval, disapproval, recqmmenl:lation, preparation of any part of a program requirement or a purchase reciu~t, influencing the 90ntent of any specification or procurement standard, rendering advice, investigation, auditing, or ill any other advisory capacity in any proceeding or application, request for ruling, determination\ claim or controversy, or other particular matter, pertaining to this' Agr~ment'. or. to 2i}y solicl.tation or proposal therefor. Vendor represents that no official, officer, employee or repr~sentaHye of the City:during the term of this Agreement has or one (1) year thereafter shall hll.ve'.a,ny interest, dfrect or indirect, in this Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council approved the execution of this Agreement. In addition to other remedies it may have f!Jr breach of the pr<?hi6iii9nS against co~tingent fees, gratuities, kickbacks and conflict of interest, the City shall haye the' right to: . . . . I 'I. 2. Cancel this Purchase Agreement without any liablIi'ty by the City; Debar or suspend the offending parties from O1:ing a vendor, contractor or sub-contractor under City contracts; .' . . Deduct from the contract price <<;Ir consideration, or' otherwise recoyer, the value of anything' transferred or received by the Vendorj and Recover such value from the offending parties.. .: . 3. 4. E'd N3dS~ .:1'0 A.l.IJ Wd6E:l>0 $6f 61 AtlW .~.. '\. .~ ue. * \< ~,'.' ~. 1:>0'd %66 6ns 0Z6 \:0>: 61:>:9T S66T-6T-^~ 12. Termination for Default or for Convenience of City. The siue 'co~te.mplated by this Agreement may be canceled by the City prior to acceptance by the City when~ver. for any reason and in its sole discretion the City shall determine that such cancellation is in its best interests and . .' . convemence. . . " , . ; . . ", " . . , 13. Fund A vailahilitv. Financial obligations of the Ciiy paya~le ~'t the' 9urrent ;fiscal year are contingent upon funds for that purpose being appropri~ted, 1;lu,dgeted a\ld otherwise' made available. If this Agreement contemplates the City utllizing.state'~r federBl funds to'meet its Obligations herein, this :Agreement shall be contingent upon: the avail3.pilit)rof those fun~s for' payment pursuant to the terms of this Agreement. ' .' j ; 14. City Council Approval. If this Agreement requires the CItY 'to "pay an amotnt of money in excess of $25,000_00 it shall not be deemed valid until.it has 'been approved by the City Council of the City of Aspen. . ..' '. .: :.' i 15. Non-Discrimination. No discrimination because of race, c010r;'creed,. sex, marital status, affectional or sexual orientation, family responsibility, nation31 origin; ~cestry, hanoicap, or religion shall be made in the employment of'persons to .perfoJ;I:1l,' imder this Agre~ment. Vendor agrees to meet all of the requirements of City's municipal. code, section 13-98; pertaining to non-cliscrimination in employment. Vendor further agrees to comply With th~ .letter and the spirit of the Colorado Antidiscrimination Act of 1957, as amended,. and other applicable state and federal laws respecting discrimination and unfairempjoyment practices. : . . . 16. Integration and Modification. This written Aireei11ent' along with all Contract' Documents shall constitute the contract between the parties and supersedes ar incorporat~s any prior written and oral agreements of the parties. Any A~r~ment 4?r 11,lodification \0 this Agreement must be in writing and be executed by the parti~ h~to: ., . , : 17. AUthOri7..ed Representative. The undersigned representa;tive of Vendor, 'as ail inducement to the City to execute this Agreement, represents thi!! he/she i~ an auiliorized representative of Vendor for the purposes of executing this Agreement and that h~~he h~s full and complete authority to enter into this Agreement for tlie .terms ~~ conditions sprcified herein. ! . , 18. City of Aspen Procurement Code. Notwithstanding anythiqg to the .cdntrary contained herein or in the Contract DoculT!ents, this Agreement shali be'.sUbject to the q:ity of Aspen Procurement Code, Chapter 3 of the Municipal Code; . . . I . 1Upl,)'q:r .bld Vt>(1loa 5192 v'd . . N3dSI:;I .:10 All:) Wdl2l,t:>:~0 $6 61 AI::IW ' 'e. qj; " " 41_'.. ~. t ''< !llt... \\ ,.,~ -- - RESOLUTION NO. ~ (Series of 1995) WHEREAS, Rhonda J. Bazil is an attorney licensed in the State of Colorado (Reg. No. 14921) and practicing law in Pitkin County, Colorado; and WHEREAS, said Rhonda J. Bazil has requested a one-day appointment by the City Council of the City of Aspen as a Deputy Municipal Judge in order to officiate at a wedding; and WHEREAS, the city Council has the power to make such an appointment, pursuant to section 7.2(b) of the Charter of the City of Aspen; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1 That said Rhonda J. Bazil be and hereby is appointed a Deputy Judge of the Municipal Court of the city of Aspen, Colo- rado, without compensation, for the day of July 15, 1995, for the sole purpose of officiating at the marriage of Joann Bazil and Bill ::~~alL ~/ 1995. )3- ~ :;, (>-~~~"r.;:%{-- John S!' Bennett, Mayor I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of the resolution adopted by the City the City fa Colorado, at a meeting held of Aspen, t..- , 1995. ;t1cuUu~, .4-ld tl ;{ Kathryn s27 oCh,~City Clerk -'