HomeMy WebLinkAbout20010091.tiff RESOLUTION
RE: APPROVE SERVICE AGREEMENT FOR INTERNET-BASED SERVICES AND
AUTHORIZE CHAIR TO SIGN - CORONA SOFTWARE, INC., DBA CORONA
SOLUTIONS
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, the Board has been presented with a Service Agreement for Internet-based
services between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, and Corona Software, Inc., dba Corona Solutions, with terms
and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Service Agreement for Internet-based services between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, and Corona Software, Inc., dba Corona Solutions, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 10th day of January, A.D., 2001.
BOARD OF COUNTY COMMISSIONERS
WELD CO Y, COLORADO
ATTEST: Liil yds -tiZZ''/
M. J. eile, hair
Weld County Clerk to t , .. s
qGlenn as Tem
BY:
Deputy Clerk to the B•- �: �� 1 �� ' • 1
Wi la ' H. Jerke
APP VEDO FORM: G�
avi E. Long
\ VV�
ountyAttprney
Robert D. Masden
2001-0091
' DP) Cercn(t DP0011
Service Agreement
This Agreement made this 10th day of January, 2001, between Corona Software,
Inc., d/b/a, Corona Solutions, a Colorado corporation with offices at 9025 Grant Street, Suite
204, Thornton, Colorado 80229, hereafter referred to as the "Company," and the County of
Weld, a political subdivision of the State of Colorado, by and through the Board of County
Commissioners of the County of Weld, with offices at 915 10`h Street, Greeley, Colorado 80631,
hereafter referred to as the "Client."
1. Description of Service
CADmine"', hereafter referred to as the "Service," is an Internet-based service offered by the
Company to Client for the purpose of receiving and processing data files of Client as requested.
2. Term of Service
The Service shall commence on the first date that current data is received by the Company from
Client for processing and becomes available for query by Client, and shall continue thereafter for
a period of one year, unless terminated earlier pursuant to Section 9 of this Agreement. This
Agreement may be renewed for successive one year periods in accordance with the terms set
forth in Section 9 of this Agreement.
3. Privacy and Security
The Company shall use its best efforts to maintain the privacy and security of the Client's data,
including the following:
A. The Company shall maintain the Service on a secure site, using a secure socket
layer(SSL)to guard against unauthorized access.
B. Company shall limit access to Client's data to those employees, contractors and
other individuals associated with the Company who are necessary to provide the
Service to Client.
C. The Company shall make Client's data available to any additional individuals
specified in writing by Client. Client shall promptly notify Company in writing of
any changes to personnel authorized to have access to Client's data
D. The Company may, from time to time, at its sole discretion, implement additional
security measures to maintain the privacy and security of Client's data. The
existence and configuration of these additional security measures comprise
confidential information to the Company and will not be released to Client or the
public.
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2001-0091
E. The Company will not release any data, reports, graphs of data or any other
information relating to Client to any person or entity without the Client's prior
written permission.
4. Hold Harmless
The Client and the Company acknowledge and agree that no data system is absolutely secure.
Client therefore agrees to accept the risk that data may become accessible to unauthorized
persons despite the Company's best efforts to maintain privacy and security. In the event of an
unauthorized release of data the Client agrees to cooperate with the Company to minimize all
damage that may occur as a result and to prevent future occurrences. The Client agrees to hold
the Company harmless for any unauthorized release of data by the Company that did not occur as
a result of gross negligence by the Company or any of its employees or contractors.
5. Liaison
The Client will designate in writing one Liaison person as the primary contact and one Liaison
person as a secondary contact between the Client and the Company. The Liaison will be
responsible to:
A. Facilitate data transfer to the Company
B. Send additions/deletions to the list of authorized users
C. Receive quarterly statements from the Company
D. Send requests for service changes to the Company
6. Availability
The Company shall use its best efforts to maintain and operate the Service to accommodate the
Client at all times during the term of this Agreement. The Company shall not be responsible for
the unavailability of Internet access beyond its control.
7. Pricing and Payment Terms
The Client agrees to pay an annual fee in advance calculated on the anticipated volume of
incidents Client expects to process through the Company for a period of one year from the date
the Service commences, as set forth on Schedule A to this Agreement.
An"incident" shall be defined as a record from Client's computer-aided dispatch system
comprising all call and unit activity associated with one unique incident number. The Company
will send a statement to the Client once each calendar quarter to include:
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A. The term of the current Agreement;
B. The number of incidents received by the Company during that calendar quarter;
C. The number of incidents remaining on the Agreement; and
D. A list of current authorized users and their usage history.
In the event that the term of this Agreement is extended beyond one year any overpayment or
underpayment from the previous Agreement based on the number of incidents processed by the
Company shall be applied to the Agreement for the next year.
8. Termination of Service
This Agreement may be terminated by either party by providing written notice thirty (30) days
prior to termination to the other party, subject to the following conditions:
A. If there is a material breach of the terms of this Agreement by the Company,
Client may request that the Service be terminated immediately. If such occurs,
then the Company will refund any amounts paid by the Client for unused services
based on the number of incidents processed by the Company. If the termination
occurs while the Client is in arrears for payment of services, then the Client w ill
pay the company the amount necessary to bring the account current as of the date
of termination.
B. If there is a material breach of the terms of this Agreement by the Client,the
Company may immediately terminate service to the Client. In the event of such
termination, Client agrees to pay the Company as follows:
1. If the termination of the service is within one year of the initiation of
service by the Company to the Client, Client agrees to pay the Full amount
of the annual fee as set forth on Schedule A to this Agreement.
2. If the termination of service by the Company under this section is later
than one year from the date the Service commenced, Client agrees to pay
an amount equal to one month of service to be determined by pro-rating
the annual Agreement amount.
9. Renewal
No later than thirty (30) days prior to the termination of this Agreement, the Company will
provide to the Client an estimate for the expected cost for retention of the Service for the next
year. If the Client chooses not to extend the Service, the Client will provide written notice of its
intent not to renew this Agreement to the Company no later than fifteen (15) days prior to the
termination of this Agreement. If the Company is so advised, then the Service will terminate on
the anniversary date or another date as agreed to by the Company and the Client, and all charges
for and access to the Service will cease. If the Client does not provide written notice within the
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time specified, this Agreement shall automatically renew for an additional one year period at the
rate provided by the Company to the Client under this Section.
10. Discontinuance of Service
If the Company decides to discontinue the Service as a line of business, the Company will notify
the Client as soon as practical, but in no case less than thirty (30) days prior to the cessation of
service. As of the date of termination of the Service under this section, the Company will refund
any unused portion of the annual Agreement fee for the Service to the Client. If the Service is
provided at any time during a calendar month, then the Service will be considered to have been
provided for the entire calendar month.
At the termination of the Service to the Client, all of the Client's data will be deleted from the
Company's active server. The Company will maintain an archive of the data for a period of
twelve (12) months, unless specifically directed in writing to destroy the data by the Client.
11. Disclaimers
THERE ARE NO WARRANTIES, CLAIMS, OR REPRESENTATIONS MADE BY THE
COMPANY, EITHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, WITH
RESPECT TO THE SERVICE AS TO QUALITY, PERFORMANCE, MERCHANTABILITY,
COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE,NOR ARE THERE AN
ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF
PERFORMANCE. OR TRADE USAGE.
Some states or jurisdictions do not permit the disclaimer of implied warranties, so this disclaimer
may not apply. In states or jurisdictions that prohibit disclaimer of implied warranties except as
to duration, the implied warranty disclaimers in the paragraph are effective upon the expiration of
ninety (90) days.
12. Miscellaneous
This Agreement will be binding upon and inure to the benefit of the parties and their permitted
successors and assigns.
The relationship of the parties established by this Agreement is that of independent contractor,
and nothing contained in this Agreement will be construed (i) to give either party the power to
direct and control the day-to-day activities of the other, (ii)to constitute the parties as partners,
joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or(iii)
to allow either party to create or assume any obligation on behalf of the other party for any
purpose whatsoever.
If one or more provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to re-negotiate such provision in good faith. In the event that the parties cannot
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reach a mutually agreeable and enforceable replacement for such provision, then(i) such
provision shall be excluded from this Agreement, (ii)the balance of the Agreement shall be
interpreted as if such provision were so excluded, and (iii)the balance of the Agreement shall be
enforceable in accordance with its terms.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument
This Agreement sets forth the entire agreement and understanding of the parties relating to the
subject matter herein and merges all prior discussions between them. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be
effective unless it is in writing and is signed by the party to be charged. The failure by either
party to enforce any rights hereunder shall not be construed as a waiver of any rights of such
party.
Except as provided below, any and all disputes arising under or related to this Agreement which
cannot be resolved through negotiations between the parties shall be submitted to binding
arbitration. If the parties fail to reach a settlement of their dispute within fifteen (15) 15) days
after the earliest date upon which one of the parties notified the other(s) of its desire to attempt to
resolve the dispute,then the dispute shall be promptly submitted to arbitration by a single
arbitrator through the Judicial Arbiter Group, any successor of the Judicial Arbiter Group, or any
similar arbitration provider who can provide a former judge to conduct such arbitration if JAG is
no longer in existence ("JAG"). The arbiter shall be selected by JAG on the basis, if possible, of
his or her expertise in the subject matter(s) of the dispute. The decision of the arbiter shall he
final, non-appealable and binding upon the parties, arid it may be entered in any court of
competent jurisdiction. The arbitration shall take place in Denver, Colorado or such other
location as the parties may agree. The arbiter shall be bound by the laws of the State of Colorado
applicable to the issues involved in the arbitration and all Colorado rules relating to the
admissibility of evidence. including, without limitation, all relevant privileges and the attorney
work product doctrine. All discovery shall be completed in accordance with the time limitations
prescribed in the Colorado rules of civil procedure,unless otherwise agreed by the parties or
ordered by the arbiter on the basis of strict necessity adequately demonstrated by the party
requesting an extension of time. The arbiter shall have the power to grant equitable relief where
applicable under Colorado law, and shall be entitled to make an award of punitive damages when
applicable under Colorado law. The arbiter shall issue a written opinion setting forth his or her
decision and the reasons therefor within thirty (30) days after the arbitration proceeding is
concluded. The obligation of the parties to submit any dispute arising under or related to this
Agreement to arbitration as provided in this Section shall survive the expiration or earlier
termination of this Agreement. Notwithstanding the foregoing, either party may seek and obtain
an injunction or other appropriate relief from a court to preserve or protect intellectual property
or proprietary information or to preserve the status quo with respect to any matter pending
conclusion of the arbitration proceeding, but no such application to a court shall in any way be
permitted to stay or otherwise impede the progress of the arbitration proceeding.
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In the event of any arbitration or litigation being filed or instituted between the parties concerning
this Agreement, the prevailing party will be entitled to receive from the other party or parties its
attorneys fees, witness fees, costs and expenses, court costs and other reasonable expenses,
whether or not such controversy, claim or action is prosecuted to judgment or other form of
relief.
If the performance of this Agreement or any obligations (other than payment obligations)
hereunder is prevented, restricted or interfered with by reason of fire or other casualty or
accident, strikes or labor disputes war or other violence, any law, order,proclamation,
regulations. ordinance, demand or requirement of any government agency, or any other act or
condition beyond the reasonable control of the parties, the party so affected upon giving prompt
notice to the other party shall be excused from such performance during such prevention,
restriction or interference.
This Agreement shall be construed and interpreted under the laws of the State of Colorado and
the United States of America, regardless of the choice of law rules therein.
Notice by any party under this Agreement shall be in writing and personally delivered or given by
registered or certified mail, overnight courier, or facsimile transmission to a machine located at
the address, addressed to the other party at its address given herein, or at any such other address
as may be communicated to the notifying party in writing, and shall be deemed to have been
received when delivered (in the case of overnight courier, personal service or facsimile
transmission as evidenced by a confirmation receipt), or three business days after deposit into the
U.S. Mail (if sent by registered or certified mail).
No portion of this Agreement shall be deemed to constitute a waiver of any immunities the
parties or their officers or employees may possess, nor shall any portion of this Agreement be
deemed to have created a duty of care which did not previously exist with respect to any person
not a party to this Agreement.
It is expressly understood and agreed that the enforcement of the terms and conditions of this
Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the
undersigned parties and nothing in this Agreement shall give or allow any claim or right of action
whatsoever by any other person not included in this Agreement. It is the express intention of the
undersigned parties that any entity other than the undersigned parties receiving services or
benefits under this Agreement shall be an incidental beneficiary only.
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SIGNATURES:
CORONA SOFTWARE, INC.
D/B/A CORONA SOLUTIONS,
A COLORADO CORPORATION
Ba
ATTE ter` THE COUNTY OF WELD, A POLITICAL
LLA� SUBDIVISION OF THE STATE OF
COLORADO
By: _��, o- �l�c. _ By: �L U
Deputy Clerk to t' ! " M. J, Geile , Chairman
v%Ii N't I Board of County Commissioners of
Weld County, Colorado
601//o/c2coi)
M:\WPFILES\AGREE\Coronaserv.wpd
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