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Home My WebLink About980127.tiff RESOLUTION RE: APPROVE CONTRACT FOR THE COMPUTERIZED HOUSING AUTHORITY SYSTEM AND AUTHORIZE CHAIR TO SIGN 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 Contract for the Computerized Housing Authority System between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Housing Authority, and Aquidneck Computer Concepts, Inc., with terms and conditions being as stated in said contract, and WHEREAS, after review, the Board deems it advisable to approve said contract, 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, ex-officio Housing Authority Board, that the Contract for the Computerized Housing Authority System between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Housing Authority, and Aquidneck Computer Concepts, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said contract. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 26th day of January, A.D., 1998. BOARD OF COUNTY COMMISSIONERS 4 WELD COUNTY, COLORADD° ATTEST: 1:1, ' .4'I;v �� " C��✓731a .•pit a SAO Const ce L. Harbert, Chair n : Weld Coun �I �-. :. . � gift i # W. H. Web ter, ro-Tem BY: �.. � .� e Ad. Deputy Clerk .^ 'mod /Georg E. Baxter OV AS FORM: EXCUSED DATE OF SIGNING (AYE) Dale K. Hall my Att ney C arbara J. Kirkmeye 980127 (G ; //A HA0018 WELD COUNTY HOUSING ,, 19,`'•�. F'" 1/ .. 2 CONTRACT FOR THE COMPUTERIZED HOUSING AUTHORITY SYSTEM 1Cs Aquidneck Computer Concepts, Inc. - 4 John Clarke Road - Middletown, RI 02842 980. _. 7 CONTRACT FOR A COMPUTER SYSTEM BETWEEN AQUIDNECK COMPUTER CONCEPTS, INC. AND THE WELD COUNTY HOUSING THIS AGREEMENT is made and entered into this 10th day of December, 1997 by and between the Weld County Housing (the Authority), with principle offices at Greeley CO 80632 and Aquidneck Computer Concepts, Inc., a Rhode Island Corporation, with principle offices at 4 John Clarke Road, Middletown, Rhode Island, 02842 (Aquidneck). WHEREAS,Aquidneck has submitted a proposal dated April 9, 1997 ("Aquidneck Proposal") WHEREAS, the Authority has reviewed and evaluated the proposal submitted by Aquidneck; and WHEREAS, the Authority's Board has authorized the acting Executive Director to enter into a Contract with Aquidneck to provide hardware, software, installation and training services consistent with those listed herein; NOW, THEREFORE, in consideration of the payments, agreements, covenants, and mutual undertakings hereinafter set forth the parties agree as follows: SECTION 1. AGREEMENT: The Agreement consists of this document together with the following Attachments which are incorporated herein by reference and comprises an integral part of this contractual Agreement: ATTACHMENT A: System Components and Pricing ATTACHMENT B: CHAS Software License Agreement ATTACHMENT C: Implementation Verification Form ATTACHMENT D: Aquidneck Proposal to the Authority SECTION 2. SCOPE OF WORK: Aquidneck shall do, perform, and carry out in a satisfactory and proper manner, in accordance with the provisions of this Agreement, services and delivery of specified products resulting in the installation and implementation of a microcomputer based system to support the Authority's planning and operations as set forth in Attachment A and C including training and continued maintenance as provided therein. 98O?_,^7 Said services and delivery of products shall be consistent with the requirements of the Authority's Request for Proposals, and with Aquidneck's proposal to the Authority which is incorporated by reference into this Agreement as Attachment D, except where modifications have been mutually agreed to by the parties. Aquidneck as prime contractor shall submit to the Authority information concerning those subcontractors which Aquidneck proposes to utilize in the performance of this contract. the Authority must approve of each subcontractor in writing before it may begin work. Aquidneck must submit a list to the Authority of any proposed subcontractors at least 2 weeks before their portion of the project is scheduled to begin. Aquidneck shall remain responsible for all aspects of the work specified in the contract and will assume responsibility for the work of all subcontractors. SECTION 3. COMPENSATION: The Authority shall pay or otherwise cause to be paid to Aquidneck the sums described in Attachment A. The sums noted in Attachment A represent compensation and consideration for the computer hardware, performance of the work, and the granting of licenses described in this Agreement. All modifications to the terms of this Agreement affecting the amount of the consideration or the scope of the work shall be made in writing, and on acceptance by the Authority and Aquidneck shall accordingly become a part of this Agreement. Aquidneck represents and warrants that all prices quoted to the Authority pursuant to this Agreement shall be discounted off the applicable Manufacture's Suggested Retail Prices (MSRP) for said product(s). Upon completion and/or delivery of all products and services specified in Attachment A, Aquidneck and the Authority shall undertake a Final Acceptance Review process as described in Attachment B. The Final Acceptance Review process shall be scheduled no later than 90 days following the execution of this Agreement. SECTION 4. LICENSE AGREEMENTS: The Authority shall execute all End User License Agreements required by software vendors and the license agreement for the CHAS software provided in Attachment B. The Authority acknowledges the non-transferability of all such software. SECTION 5. TAXES: Payment of sales and use taxes applicable to the equipment or software delivered to the Authority shall be the responsibility of the Authority. SECTION 6. TITLE TRANSFER: Title to the equipment shall pass to the Authority upon delivery. The Authority acknowledges that the software is licensed to the Authority and title to the software does not pass to the Authority. SECTION 7. HEADINGS NOT CONTROLLING: Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 2 9801_,27 SECTION 8. COMPLIANCE WITH AND CONTROLLING LAW: All services rendered and documents prepared by Aquidneck shall strictly conform to all laws, statutes, and ordinances and the applicable rules and regulations, methods and procedures of all governmental boards, bureaus, offices, and commissions or other agencies. SECTION 9. ALL AMENDMENTS IN WRITING: This Agreement may not be modified except by a written instrument. SECTION 10. CONSENT TO BREACH NOT WAIVER: No term or provision hereof shall be deemed waived and no breach executed, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied,shall not constitute a consent to, or waiver of, or excuse for any other different or subsequent breach. SECTION 11. NOTICES: Notices to the Authority should be sent to the address set forth at the beginning of this Agreement to the attention of the Executive Director. Notices to Aquidneck should be sent to the address set forth at the beginning of this Agreement to the attention of Richard A. Fortin. SECTION 12. UCC APPLICABILITY: This Agreement shall be governed by any applicable provisions of the Uniform Commercial Code. The extent that this Contract entails delivery or performance of services, such services shall be deemed "goods" within the meaning of the Uniform Commercial Code, except when to so deem such services as "goods" would result in an absurdity. SECTION 13. CIVIL RIGHTS: Aquidneck shall not discriminate nor permit discrimination against any person because of sex, race, color, religion, or national origin. In the event of such discrimination, the Authority may terminate this Agreement forthwith without penalty. SECTION 14. OFFICIALS NOT TO BENEFIT: No member of or delegate to Congress or resident commissioner shall be admitted to any share or part of this Agreement or to any benefit that may arise therefrom. SECTION 15. EMPLOYMENT: Each of the parties hereto agrees that, while performing services under this Agreement, and for a period of one (1) year following the execution of this Agreement, neither party will, except with the other party's prior written approval, solicit or offer employment to the other party's employees or staff engaged in any efforts under this Agreement. SECTION 16. ADDITIONAL PROVISIONS: Aquidneck certifies that the agreed upon systems software and applications software will remain current and fully supported by Aquidneck for 12 months following installation. Aquidneck agrees that it shall not assign or transfer any interest in this Agreement without the express, written consent of the Authority. the Authority reserves the right in its sole discretion to withhold such approval. 3 9801.,^'7 Aquidneck agrees to maintain a comprehensive general liability insurance during the performance of this Agreement and to name the Authority as a certificate holder thereunder and to deliver said certificate to the Authority upon execution of this Agreement. SECTION 17. DOCUMENTATION: Aquidneck hereby grants the Authority the right to utilize Aquidneck's program documentation (CHAS User Manual) solely for the purposes of this Agreement for the Authority's internal staff use. The Documentation may not be copied or in any way reproduced without Aquidneck's express written permission. SECTION 18. AUTHORITY: The Authority represents and warrants that this Agreement has been duly authorized by the Authority and, when executed by its Director, shall be validly executed and binding. Aquidneck represents and warrants that this Agreement has been duly authorized by Aquidneck and, when executed by Richard A. Fortin, shall be validly executed, binding on, and enforceable against Aquidneck. IN WITNESS WHEREOF, the Authority and Aquidneck have caused these presents to be duly executed as of the day and year first above written. AQUIDNECK COMPUTER CONCEPTS WELD COUNTY HOUSING „ 4 �Z3/ez747Z /� Constance L. Harbert TITLE: J � /L✓� �� P c-T [� TITLE: Chair, Weld County Board of Commissioners DATE: /_ /r1 ,A'/ DATE: 01/26/98 4 280"27 ATTACHII/IENT A - -SYSTEM COMPONENTS AND PRICING 5 9801.?:7 .8 c .- 8 a8 0 8 x x ril w 8 8N 9vz 3 C W 11 8 8 8 8 8 x x 0 8 � W M N N vO br4bi- c Sb C El II d cc O CS cep ' U z w Q 'F ' /-. 7 paN A C r© U O it) .O5. cu ~ EootEl “ 2 onU a G a `w niuuii ; OrN o oO t ;El) O674 E A .n V� vU i'l Hd C7 3t 01 tal ' 8goa 'g a a o b ? ceD ' x " a rn v > Y on _ .0 1- o0 2 i 00 . a) y U et a > iE4 ` n o al.. cipU W v° A F � viE-- 6 980127 - ATTACHMENT B - CHAS SOFTWARE LICENSE AGREEMENT 7 CHAS SOFTWARE LICENSE AGREEMENT The CHAS software, including both the licenses Programs and Documentation, designated in this Agreement is proprietary to Aquidneck (the "Licensor") and is furnished to the Authority, herein called Licensee, under the following terms and conditions. SECTION 1 - GRANT OF LICENSE Aquidneck hereby grants to Licensee and Licensee accepts the nontransferable, nonexclusive right to use the CHAS software. The Licensee acknowledges that the CHAS Software Modules including design, technology, source code, object code, file layouts, forms design, report layouts, handbooks, manuals, and all other documentation is and shall remain the sole and exclusive property of Aquidneck, and is received by Licensee in confidence. By accepting this agreement you do not become the owner of the software, but you do have the right to use the CHAS software as permitted under this Agreement. For purposes of this License, "use" of the CHAS software shall mean (a) operating the CHAS software on designated equipment for processing, and (b) the utilization of the CHAS documentation in support of the use of the CHAS software. SECTION 2 - OWNERSHIP AND CONFIDENTIALITY The Licensee acknowledges that Aquidneck is the owner of the CHAS software and that the Licensee acquires no rights to the CHAS software pursuant to this Agreement except the rights to use the CHAS software set forth in this Agreement. Licensee further acknowledges that the CHAS software is copyrighted and constitutes a trade secret owned by Aquidneck. Licensee agrees that it will not transfer, convey, sell, lease, loan, or sub-license the CHAS software in whole or in any part. The Licensee further agrees to use their best efforts and take all reasonable steps to protect the software from unauthorized reproduction, publication, disclosure or distribution. SECTION 3 - EMPLOYMENT Each of the parties hereto agrees that, while performing services under this Agreement, and for a period of one (1) year following the execution of this Agreement, neither party will, except with the other party's prior written approval, solicit or offer employment to the other party's employees or staff engaged in any efforts under this Agreement. SECTION 4 - WARRANTY Aquidneck warrants to the Licensee that the equipment, material, programs, and services to be delivered will be as stated in the Purchase Order and that services provided by Aquidneck will be performed by trained and qualified personnel. Aquidneck will not be responsible for user modifications to the software, damage by user negligence or misuse, fire or other casualty, or unusual physical or electrical stress. s s8O1.:^7 THE WARRANTY STATED ABOVE IS A LIMITED WARRANTY. THE VENDOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING NO WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OF ANY KIND WHATSOEVER, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED. THE VENDOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, VENDOR'S MAXIMUM LIABILITY TO CUSTOMER HEREUNDER SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO VENDOR FOR THE SOFTWARE. SECTION 5 - SOFTWARE ADDITIONS AND CUSTOMIZATIONS If Licensee purchases any additional CHAS application software, including updates, such software shall be covered by this Agreement. Any customizations made to the CHAS software at the Licensee's request shall be covered under this Agreement. SECTION 6 - USER ACCESS The CHAS software may not be used by Licensee to perform data processing services for any third parties, which are outside of the Authority's jurisdiction, without prior written approval from Aquidneck, who shall have sole discretion over such approval. Licensee agrees that the CHAS software is not transferable and may not be used or accessed by third parties or on equipment furnished to other users. Licensee agrees that the CHAS software is proprietary to Aquidneck and may not be accessed by third parties, or any agent or contractor of the Authority, for any purpose without prior and express written approval from Aquidneck. The granting of such consent shall be in the sole discretion of Aquidneck. The Authority agrees to provide Aquidneck unrestricted access to the software and related systems and equipment, at Aquidneck's requested, to ensure compliance with the terms and conditions of this Agreement. In the event that the Authority is in breach, Aquidneck may, at its discretion, suspend the Authority's use of the software product until such breach is remedied, provided Aquidneck has given written notification to the Authority. SECTION 7 - REMEDIES OF LICENSOR Licensee acknowledges that, in the event of a breach of any of the foregoing provisions, Licensor will not have an adequate remedy in money or damages. Licensor shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies. Should the Licensor prevail in any legal action against the Licensee for the violation of the License Agreement, the Licensor shall be entitled to recover reasonable attorneys fees and legal costs incurred by it in connection with bringing said action. 9 9801.2 ATTACHMENT C - IMPLEMENTATION VERIFICATION FORM to 3801.,2 IMPLEMENTATION VERIFICATION The Authority's system coordinator, together with the staff at Aquidneck Computer, shall be responsible for determining the schedule for each phase of the implementation. The following form provides a useful format in determining a time frame for each phase. Date Date Scheduled Completed Initials I. Hardware 1. Delivered 2. Installed 3. Tested II. Software 1. UNIX and/or Windows a. Installed b. Tested 2. CHAS Software a. Applications • Installed • Training Operational b. Tenant Accounting • Installed • Training • Operational c. Section 8 Installed • Training • Operational d. Rent Receipts • Installed • Training • Operational e. General Ledger • Installed • Training • Operational 11 9801.27 f. Purchasing • Installed • Training • Operational g. Accounts Payable • Installed • Training • Operational h. Payroll • Installed • Training • Operational i. Work Order • Installed • Training • Operational j. Inventory Management • Installed • Training • Operational k. Fixed Assets Installed • Training • Operational I. Modernization • Installed • Training • Operational 3. Third Party S/W a. Word Processing Word Perfect b. Spreadsheet Lotus 1-2-3 III. Manuals/Documentation 1. Operating Systems 2. CHAS User Manual 3. Third Party S/W 12 p ATTACHMENT D - AQUIDNECK PROPOSAL TO THE AUTHORITY SEE: AQUIDNECK PROPOSAL TO WCH DATED April 9, 1997 13 350?.,2, Hello