HomeMy WebLinkAbout790764.tiff RESOLUTION
RE: APPROVAL OF CONTRACT BETWEEN DIVERSIFIED COMPUTER SERVICES
OF COLORADO AND WELD COUNTY, COLORADO AND AUTHORIZATION FOR
CHAIRMAN TO SIGN SAME.
WHEREAS, the Board of County Commissioners of Weld County,
Colorado, pursuant to Colorado statute and the Weld County Home
Rule Charter, is vested with the authority of administering the
affairs of Weld County, Colorado, and
WHEREAS, a contract between Diversified Computer Servies
of Colorado, a division of The Greeley National Bank, and Weld
County, Colorado has been presented to the Board of County Com-
missioners of Weld County, Colorado. A copy of said contract
is attached hereto and incorporated herein by reference, and
WHEREAS, after reviewing said contract, the Board deems
it adivsable and in the best interests of Weld County to approve
said contract.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Com-
missioners of Weld County, Colorado that the contract between
Diversified Computer Services of Colorado and Weld County, Colo-
rado be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chairman of
the Board is hereby authorized to sign said contract.
The above and foregoing Resolution was, on motion duly made
and seconded, adopted by the following vote on the 3rd day of
January, A.D . , 1979.
N-j}� n `7 -{- ' BOARD OF COUNTY COMMISSIONERS
ATTEST: T ' ft2t' ,.._ ,,i ,W./ 2Z WELD COUNTY, COLORADO
Vd 9
Weld County Clerk and Recorder
and Clerk to the Bo d
y row ,(�t�Guia/
.Deputy County C erk _ 7/i j �t C
y
APPROVED AS TO FORM: ! a ,.'£' , c
County Attorney �
DALE PRESENTED: JANUARY 3, 1979
790764
DP
PROGRAM PRODUCT LEASE
1. LEASE AGREEMENT, between Diversified Computer Systems of Colorado,
a division of The Greeley National Bank, a national banking association,
having its principal place of business in Greeley, Colorado (hereinafter
referred to as "DCS") , and Board of County Commissioners of Weld County
having its principal place of business in Greeley. Colorado 80631
(hereinafter referred to as "CUSTOR") .
2. PROGRAM PRODUCT. All hereinafter referred to as the "Program
Product" . Resource Management System
3. TERMS AND RENTAL. DCS hereby leases the Program Product to
Customer and the Customer hereby leases same from DCS, for the term and
at the full term rental set forth below:
Term of: Twenty-five (25) years commencing on the Execution
Date of this contract.
Full term Rental: $9, 775.00 , payable in accordance with the
following schedule:
Purchase price $11,500. 00 less 15% governmental discount.
$4,887.50 - on Execution Date
$4,887. 50 - on January 1 , 1980
4 . INSTALLATION. The responsibilities for installation of the
Program Product are as follows:
(a) Customer will provide necessary tapes and disk packs and all
keypunching.
(b) Customer will provide all necessary computer time.
(c) DCS will provide the operating instructions and documentation
by the Installation Date.
(d) DCS will provide a maximum of Ten (10) days of on-site
installation assistance at a rata of $25 . 00 oer hour.
Customer will also reimburse DCS for reasonable travel and
living expenses incurred by DCS personnel during installation
of the Program Product at Customer' s facility.
5 . PROPRIETARY INFORMATION. The copyright, the ideas and the expressions
thereof contained in the Program Product are acknowledged by Customer to be
confidential proprietary information belonging solely to DCS Customer will
not, for the duration of this agreement or at any time thereafter, without
the prior written permission of DCS :
(a) copy or duplicate or permit anyone else to copy or duplicate
any physical embodiment of the Program Product; or
PAGE 2
(b) create or recreate, or attempt to create or to recreate, or
permit anyone else to create or to recreate, or to attempt
to create or recreate the source programs, object programs
or any other aspect of the Program Product or any part thereof.
6. CARE OF TAPES AND OTHER PHYSICAL EMBODIMENT OF THE PROGRAM PRODUCT.
Customer acknowledges and agrees that any and all tapes and other physical
embodiments, including authorized and unauthorized copies, of the Program
Product are the exclusive property of DCS and the Customer agrees that such
physical embodiments shall be used only by and for the Customer only while
leased hereunder, and only at a single location of the Customer. Customer
will limit access to all such physical embodiments to those of its personnel
who must have such access in order to permit Customer to use the Program
Product, and will store each such tape and other embodiment in a secure
place except when being used. Customer further agrees to exercise all
other reasonable precautions to prevent access to such tapes and other
embodiments by persons not authorized by the terms of this lease to have
such access.
7. NOTIFICATION OF UNAUTHORIZED USE. The Customer agrees to notify
DCS promptly of the circumstances surrounding any unauthorized possession, use
or knowledge of any part of the Program Product or physical embodiment
thereof, or other information made available pursuant to this lease, by
anyone else other than persons authorized by this lease to have such
possession, use or knowledge.
8. WARRANTY. DCS warrants the physical embodiments of the Program
Product to be free of defects in workmanship and material for one (1) year
from the Insta 1 t;on n to provided— er « this .,, r� tv sh l not
apply to any such embodiment h ' h h n ha ,P b awn abusedd c* m;suced With
respect to any such embodiment found to be defective, DCS will correct or
replace same, provided, however, that if such defect is due to user error
negligence, Customer shall pay to DCS the fair market value of the services
provided by DCS to correct such defect, and the reasonable expenses incurred
by DCS in providing such services. THIS WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OF IMPLIED, INCLUDING, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTY OF MERCHANTABILITY
OA FITNESS FOR PURPOSE. The total liability of DCS hereunder shall not
exceed the total amount paid by Customer hereunder, and in no event shall
DCS be liable for lost profits or any other consequential damages, or
responsible for any operating difficulties caused by: modifications to the
Program Product made by anyone other than DCS, erroneous data in the data files
or in the input: or machine malfunctions and/or modifications of the operating
systems or to the original configuration of the computer. DCS agrees that it will
not intentionally disclose and confidential information or data relating to
Customer which is made known to DCS in the course of the installation or mainte-
nance of the programs rented hereby, provided, however, that DCS shall have no
liability for any unauthorized disclosure of any such information which may be
made without the knowledge and express approval of DCS management authorized to
grant such approval. DCS will make available at no charge to Customer enhance-
ments to the standard Program Product during the first year, but DCS reserves
the right to determine what constitutes an enhancement.
PAGE 3
9. INDEMNIFICATION COMPLIANCE. DCS agrees to indemnify Customer
against all third party claims based on infringement of valid copyrights and
patents held by such third parties arising out of the possession or use by
Customer of the Program Product. Customer agrees to exonerate and indemnify
DCS against all third party claims, suits, obligations, liabilities, and
damages, including reasonable attorneys' fees, arising out of the possession
or use by Customer of the Program Product, whether or not any such claim, suit,
obligation, liability or damage is due or alleged to be due to defects in the
Program Product. Customer agrees to comply with and conform to all municipal,
state, and federal laws relating to the operation of said Program Product,.
and to pay on or before the due dates thereof, any and all taxes, assessments,
and other government charges of whatsoever kind or character and by whomsoever
payable on or relating to the Program Product and/or the ownership, use or
operation thereof, including, without limitation, all sales and use taxes
on the rentals paid hereunder and all federal, state, and local property taxes
on the Program Product which are levied, assessed or imposed during or with
respect to the initial term and/or any additional term or terms of this lease
and all gross receipts and like taxes on or measured by rents payable hereunder,
whether payable by DCS or Customer, excluding Federal and State Income Taxes
of DCS. Customer agrees to comply with all laws requiring the filing of ad
valorem or property tax returns on the Program Product, and DCS will promptly
forward to Customer any statements for such taxes received by DCS.
10. MAINTENANCE SERVICE AGGREEMENT. Maintenance on an annual basis
for the period commencing on the first anniversary after the Installation
Date is available under a separate Maintenance Service Agreement. Execution
of duch a Maintenance Service Agreement shall not affect any of the terms
and conditions of this lease except as expressly provided therein.
11. USE. Customer represents and warrants that it is renting the Program
Product solely for its internal use and that it will not directly or indirectly
permit any other person or entity, except its parent, wholly owned or controlled
subsidiaries and companies under common ownership, if any, to have access to
or use of the Program Product or any part thereof.
12. TERMINATION. In the event of any failure by Customer to perform any
of its obligations or duties hereunder, or if Customer shall commit any act
of bankruptcy or be declared bankrupt or insolvent, or if any petition under
federal or state law pertaining to bankruptcy or insolvency or for
reorganization or arrangement or other relief shall be filed by or against
Customer, or if any assignment, trust, mortgage or other transfer in trust
or otherwise shall be made by Customer for the benefit of creditors, or if
Customer shall make or offer a composition of its debts with its creditors,
or if an officer, trustee, or similar officer or creditors' committee shall be
appointed to take charge of any property of or to operate or wind up the affairs
of Customer, then in any of said cases, DCS may by written notice to Customer
terminate this lease. In the event of any such termination, occurring during
the initial term or the extended term, Customer shall remain liable for the
full amount of the rental for such term all of which shall become immediately
due and payable, and shall not be entitled to any refund or any rebate of any
portion of that rental. Customer agrees that upon termination or expiration
of this lease for any reason, Customer shall immediately cease using the
Program Product and any of its programs and instructions, shall erase same from
PAGE 4
storage in each computer system in which they have been installed, shall
maintain in confidence all knowledge of or concerning same gained pursuant
to the implementation of this lease, and at the option of DCS either return
to DCS or destroy all physical embodiments of the Program Product, its
programs, and its instructions, including any and all modifications of
same, by whomever made.
13. RIGHT OF QUIET ENJOYMENT. DCS grants to Customer the Right of
Quiet Enjoyment which will guarantee to the Customer the right to continued
uninterrupted use of the Program Product in the event of any act of Bankruptcy
or reorganization by DCS assuming Customer has not violated its obligations
under this agreement.
14. ENTIRE AGREEMENT. This lease sets forth the entire agreement between
the parties with respect to the subject matter hereof, and all oral or written
representations, warranties, agreements and/or other inducements relating to
this lease and/or its subject matter, prior to the execution and delivery
hereof, have been included herein or, to the extent not included herein shall
be deemed to have been fully performed and discharged or deliberately omitted.
No provisions of this lease may be waived, modified or superseded as against
DCS or Customer, except by written instrument signed by an authorized officer
of DCS or Customer or both, as the case may be, expressly stating that it is
intended to operate as such. This lease does not limit or restrain in any
way the right of DCS to lease or sell counterparts of the Program Product or
parts thereof to other persons or firms, or to execute agreements providing
for such leases or sales.
15. CONSTRUCTION. The lease shall be construed and enforced in accordance
with the laws of the State of Colorado.
16. SEVERABILITY AND LIMITATIONS OF ACTIONS. In the event that any
provision of this agreement or the application thereof to any person or in
any circumstances shall be determined to be invalid, unlawful, or
unenforceable to any extent, the remainder of this agreement, and the
application of such provision to persons or circumstances other than those as
to which it is determined to be invalid, unlawful or unenforceable, shall not
be affected thereby, and each remaining provision of this agreement shall
continue to be valid and may be enforced to the fullest extent permitted by law.
17. NOTICES. Any communications between DCS and Customer, payments, and
notices provided herein to be given or made, may be given or made by mailing the
same to DCS at P.O. Box 1098, Greeley, Colorado 80631, and to Customer at
Weld County. 915 10th Street Greeley rdlnrrnn Rn691 , or to such other
addresses as either party may in writing hereafter indicate.
IN WITNESS WHEREOF, the parties hereto have executed this lease as of
this 3rd day of January , 19 79 .
DIVERSIFIED COMPUTER SYSTEMS
OF COLORADO Chairman, Board of County Commissioners
Weld County, Colorado -
By 1(Vl/l l/qTh--). ATTEST: " /'l
atariaiwS7CaeltiCIC
` WELD COUNTY CILERK AND RECORDER
By / Z -/�% AND CLERK TO THE BOARD(
` BY: 00 uCL: \ iOlti cJy
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