new cai/-i3o · 2020. 1. 17. · county of douglas, state of colorado (the "county"), and...

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PUBLIC CONTRACT FOR SERVICES (PSA) THIS AGREEMENT ("Agreement") is made and entered into this 12th day of May, 2011, by and between the BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF DOUGLAS, STATE OF COLORADO (the "County"), and Computronix (U.S.A.), Inc., a Colorado Corporation authorized to do business in Colorado (the "Consultant"). RECITALS WHEREAS, the County is undertaking certain activities for implementation of a business workflow solution for the Engineering division using the POSSE application; and WHEREAS, the County desires to engage the Consultant to render certain professional services and assistance in connection with such undertakings of the County; and WHEREAS, the Consultant has the ability to assist the County through its professional expertise, knowledge, and experience and is ready, willing and able to provide such services, subject to the conditions hereinafter set forth. WHEREAS, the Partics agree that pursuant to this Agreement, the term POSSE shall mean both the POSSE module for which Consultant has exclusive licensing and distribution rights as well as the 'Teller for POSSE' module for which Consultant is an authorized licensor from Can/Am Technologies, Inc. NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the parties agree as follows: LINE OF AUTHORITY: Terry Lyons, is designated as Authorized Representative and Project Manager of the County for the purpose of administering, coordinating and approving the work performed by the Consultant under this Agreement. Steve I3aasch, (the "Consultant Representative") is designated as the Consultant's Representative for the purpose of administering, coordinating and approving the work performed by the Consultant under this Agreement. SCOPE OF SERVICES: All services described in Exhibit A, attached hereto and incorporated herein, shall be performed by Consultant. The County may, from time to time, request changes to the scope of services to be performed hereunder. Such changes, including any increase or decrease in the amount of the Consultant's compensation, which are mutually agreed upon between the County and Consultant, shall be in writing and shall become part of this Agreement upon execution. The Consultant agrees to diligently and professionally perform all the services described herein in a manner satisfactory to the Authorized Representative. It is also Cai/-i 3O NA; ZiaC6nu1tinCbmlëte POC for DM Replacement - [of 30

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Page 1: New Cai/-i3O · 2020. 1. 17. · COUNTY OF DOUGLAS, STATE OF COLORADO (the "County"), and Computronix (U.S.A.), Inc., a Colorado Corporation authorized to do business in Colorado

PUBLIC CONTRACT FOR SERVICES (PSA)

THIS AGREEMENT ("Agreement") is made and entered into this 12th day of May,2011, by and between the BOARD OF COUNTY COMMISSIONERS OF THECOUNTY OF DOUGLAS, STATE OF COLORADO (the "County"), and Computronix(U.S.A.), Inc., a Colorado Corporation authorized to do business in Colorado (the"Consultant").

RECITALS

WHEREAS, the County is undertaking certain activities for implementation of abusiness workflow solution for the Engineering division using the POSSE application; and

WHEREAS, the County desires to engage the Consultant to render certainprofessional services and assistance in connection with such undertakings of the County; and

WHEREAS, the Consultant has the ability to assist the County through itsprofessional expertise, knowledge, and experience and is ready, willing and able to providesuch services, subject to the conditions hereinafter set forth.

WHEREAS, the Partics agree that pursuant to this Agreement, the term POSSE shallmean both the POSSE module for which Consultant has exclusive licensing and distributionrights as well as the 'Teller for POSSE' module for which Consultant is an authorized licensorfrom Can/Am Technologies, Inc.

NOW, THEREFORE, for and in consideration of the premises and other good andvaluable consideration, the parties agree as follows:

LINE OF AUTHORITY: Terry Lyons, is designated as AuthorizedRepresentative and Project Manager of the County for the purpose of administering,coordinating and approving the work performed by the Consultant under this Agreement.Steve I3aasch, (the "Consultant Representative") is designated as the Consultant'sRepresentative for the purpose of administering, coordinating and approving the workperformed by the Consultant under this Agreement.

SCOPE OF SERVICES: All services described in Exhibit A, attached heretoand incorporated herein, shall be performed by Consultant.

The County may, from time to time, request changes to the scope of services to beperformed hereunder. Such changes, including any increase or decrease in the amount of theConsultant's compensation, which are mutually agreed upon between the County andConsultant, shall be in writing and shall become part of this Agreement upon execution.

The Consultant agrees to diligently and professionally perform all the servicesdescribed herein in a manner satisfactory to the Authorized Representative. It is also

Cai/-i 3O

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understood and agreed that the Consultant shall not, in performing services hereunder,undertake any action or activity prohibited by the terms of any lease, permit, license or otheragreement in effect during the term hereof between the Consultant and the County for the useand occupancy by the Consultant of any County facilities or space.

COMPENSATION: Subject to the maximum contract liability and all otherprovisions of this Agreement, the County agrees to pay to the Consultant, and the Consultantagrees to accept payment as described in Exhibit B attached hereto and incorporated herein,during the term hereof, in accordance witH the terms set forth herein.

MAXIMUM CONTRACT LIABILITY: Any other provisions of thisAgreement notwithstanding, in no event shall the County be liable for payment under thisAgreement for any amount in excess of Four Hundred Nineteen Thousand Six Hundred FiftyDollars ($419,650.00). The County is not under obligation to make any future apportionmentor allocation to this Agreement.

TERM: It is mutually agreed by the parties that the term of this Agreementshall commence as of 12:01 a.m. on May 12th, 2011, and terminate at 12:00 a.m. on May12th, 2012. This Agreement andlor any extension of its original term shall be contingent uponannual funding being appropriated, budgeted and otherwise made available for such purposesand subject to the County's satisfaction with all products and services received during thepreceding term.

INVOICING PROCEDURES: Payments shall be made to the Consultantbased upon invoices submitted by the Consultant, provided such invoices have been approvedby the Authorized Representative. Payments will be made to the Consultant within thirty (30)days, or within a mutually agreed upon period after County has received complete invoicesfrom the Consultant. The County reserves the right to require such additional documentation,including monthly activity reports detailing the Consultant's activities and services rendered,as the County deems appropriate to support the payments to the Consultant. The signature ofa Consultant Representative shall appear on all invoices certifying that the invoice has beenexamined and found to be correct.

CONFLICT OF INTERESTS The Consultant agrees that no official, officeror employee of the County shall have any personal or beneficial interest whatsoever in theservices or property described herein, and the Consultant further agrees not to hire, pay, orcontract for services of any official, officer or employee of the County. A conflict of interestshall include transactions, activities or conduct that would affect the judgment, actions orwork of the Consultant by placing the Consultant's own interests, or the interest of any partywith whom the Consultant has a contractual arrangement, in conflict with those of County.

8a. INDEMNIFICATION-GENERAL: The County cannot and by thisagreement does not agree to indemnify, hold harmless, exonerate or assume the defense of theConsultant or any other person or entity whatsoever, for any purpose whatsoever. Providedthat the claims, demands, suits, actions, or proceedings of any kind are not the result of

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professional negligence, the Consultant shall defend, indemnify and hold harmless theCounty, its commissioners, officials, officers, directors, agents, and employees from any andall claims, demands, suits, actions or proceedings of any kind or nature whatsoever, includingWorkers Compensation claims, in any way resulting from or arising from the servicesrendered under this Agreement; provided, however, that the Consultant need not indemnify orsave harmless the County, its officers, agents and employees from damages resulting from thenegligence of the County's commissioners, officials, officers, directors, agents, andemployees.

8b. INDEMNIFICATION FOR PROFESSIONAL NEGLIGENCE: TheConsultant shall indemnify and hold harmless the County and any of its commissioners,officials, officers, directors, agents, and employees from and against damages, liability, losses,costs, and expenses, including reasonable attorney's fees, but only to the extent caused by thenegligent acts, errors, or omissions of the Consultant, its employees, agents, or subcontractors,or others for whom the Consultant is legally liable, in the performance of professional servicesunder this Agreement. The Consultant is not obligated under this subparagraph 8b toindemnify the County for the negligent acts of the County or any of its commissioners,officials, officers, directors, agents, and employees.

INDEPENDENT CONTRACTOR: The Consultant is an independentcontractor and is free to perform services for other clients. Notwithstanding any provision ofthis Agreement, al1 personnel assigned by the Consultant to perform work under thisAgreement shall be and remain at all times, employees of the Consultant for all purposes.THE INDEPENDENT CONTRACTOR IS NOT ENTITLED TO WORKERS'COMPENSATION OR UNEMPLOYMENT BENEFITS THROUGH THE COUNTY ANDIS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONIESEARNED PURSUANT TO THE CONTRACT RELATIONSHIP.

ILLEGAL ALIENS: If Consultant has any employees or subcontractors; theConsultant shall comply with § 8-17.5-101, etseq., C.R.S., regarding Illegal Aliens - PublicContracts for Services, and this Agreement. By execution of this Agreement, the Consultantcertifies that it does not knowingly employ or contract with an illegal alien who will performwork under this Agreement and that the Consultant will participate in either the E-VerifyProgram or Department Program in order to confirm the eligibility of all employees who arenewly hired for employment P3 perform work under this Agreement.

A. Consultant shall not:

(i) Knowingly employ or contract with an illegal alien to perform workunder this Agreement; or

Enter into a contract with a subcontractor that fails to certify to theConsuitant that the subconttactor shall not knowingly employ orcontract with an illegal alien to perform work under this Agreement.

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B. The Consultant has confirmed the employment eligibility of all employeeswho are newly hired for employment to perform work under this Agreement throughparticipation in either the E-Verify Program or Department Program.

C. The Consultant shall not use either the E-Verify Program or DepartmentProgram to undertake pre-employment screening of job applicants while this Agreement is ineffect.

D. If the Consultant obtains actual knowledge that a subcontractor performingwork under this Agreement knowingly employs or contracts with an illegal alien, theConsultant shall:

Notify the subcontractor and the County within three (3) daysthat the Consultant has actual knowledge that the subcontractoris employing or contracting with an illegal alien; and

Terminate the subcontract with the subcontractor if within three(3) days of receiving the notice required pursuant to thepreceding sub-subparagraph of this subparagraph, thesubcontractor does not stop employing or contracting with theillegal alien; except that the Consultant shall not terminate thecontract with the subcontractor if during such three (3) days thesubcontractor provides information to establish that thesubcontractor has not knowingly employed or contracted withan illegal alien.

E. The Consultant shall comply with any reasonable request by the Department ofLabor and Employment made in the course of an investigation that the Department isundertaking pursuant to the authority established in § 8-17.5-102(5), CR5.

F. If the Cpnsultant violates this provision of this Agreement, the County mayterminate the Agreement for a breach of contract. If the Agreement is so terminated, theConsultant shall be liable for actual and consequential damages to the County as required bylaw.

G. The County will notify the Office of the Secretary of State if the Consultantviolates this provision of this Agreement and the County terminates the Agreement for suchbreach.

1!. NO WAIVER OF GOVERNMENTAL IMMUNITY ACT: The partieshereto understand and agree that the County, its commissioners, officials, officers, directors,agents and employees, are relying on, and do not waive or intend to waive by any provisionsof this Agreement, the monetary limitations or any other rights, immunities and protectionsprovided by the Colorado Governmental Immunity Act, § 24-10-101 to 120, C.R.S., orotherwise available to the County.

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ASSIGNMENT: The Consultant covenants and agrees that it will not assignor transfer its rights hereunder, or subcontract any work hereunder, either in whole or in partwithout the prior written approval of the Authorized Representative. Any attempt by theConsultant to assign or transfer its rights hereunder shall, at the option of the AuthorizedRepresentative, void the assignment or automatically terminate this Agreement and all rightsof the Consultant hereunder.

COUNTY REVIEW OF RECORDS: The Consultant agrees that, uponrequest of the Authorized Representative, at any time during the term of this Agreement, orthree (3) years thereafter, it will make full disclosure to the County and make available forinspection and audit upon request by the Authorized Representative, the County Director ofFinance, or any of their authorized representatives, all of its records associated with workperformed under this Agreement for the purpose of making an audit, examination or excerpts.The Consultant shall maintain such records until the expiration of three (3) years followingthe end of the term of this Agreement.

OWNERSHIP OF DOCUMENTS: Except for documentation identified asthe Consultant's pre-existing intellectual property, drawings, specifications, guidelines andany other documents prepared by the Consultant in connection with this Agreement shall bethe property of the County.

ASSIGNMENT OF COPYRIGHTS: Consultant has exclusive licensing anddistribution rights for POSSE (Copyright © 1997 2008, all rights reserved) in the USA. Tothe knowledge of Consultant, POSSE does not infringe on any copyrights, trademarks, orpatents. County shall not remove any ownership or copyright notices from POSSE software ordocumentation. Use, examination, reproduction, copying, disassembly, decompilation,transfer, reverse engineering, or disclosure to others, in whole or in part, of POSSE is strictlyprohibited except as provided for under this Agreement. Consultant is, and will remain, theexclusive owner, or is the authorized agent of the owner of POSSE proprietary information,and all patent, copyright, trade secret, trademark, and other intellectual property rights remainsolely with Consultant. No license or conveyance of any such rights to County is granted orimplied under this Agreement. Consultant will retain ownership of the intellectual propertyassociated with Configurations and Enhancements developed by Consultant for County andwith pre-existing software products, other goods, documents, methodologies, templates,training materials created by the Consultant. County shall have a right of use to Site-SpecificConfigurations and Enhancements developed for County, such right of use being restricted tothe normal business purposes of County. Such right of use shall be restricted only to County,and may not be sold, conveyed, given, or otherwise transferred or assigned to any other party,without the prior approval of Computronix. County shall not copy, resell or give POSSEConfigurations or documentation to any other party, without the prior approval ofComputronix. County agrees not to distribute POSSE as part of any other software product,commercial or otherwise, without the prior approval of Computronix.

TERMINATION: The County shall have the right to terminate thisAgreement, with or without cause, by giving written notice to the Consultant of suchtermination and specifying the effective date thereof, which notice shall be given at least ten

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(10) days before the effective date of such termination. In such event, all finished orunfinished documents, data, studies and reports prepared by the Consultant pursuant to thisAgreement shall become the County's property. The Consultant shall be entitled to receivecompensation in accordance with this Agreement for any satisfactory work completedpursuant to the terms of this Agreement prior to the date of notice of termination.Notwithstanding the above, the Consultant shall not be relieved of liability to the County fordamages sustained by the County by virtue of any breach of the Agreement by the Consultant.

If, after sixty (60) calendar days after receipt of written notice, the County fails tocorrect or cure any material breach of this Agreement the Consultant may cancel andterminate this Contract and institute the appropriate measures to collect monies due up to andincluding the date of termination.

If either party terminates this Agreement, Consultant may retain fees for products andservices accepted by County as of the date of termination. Consultant shall, however, refrmnda pro-rated portion of any license fees paid pursuant to this Agreement. The pro-ration shallbe based on a period of 1 year, starting at the date of production go-live.

17. NOTICES: Notices concerning termination of this Agreement, notices ofalleged or actual violations of the terms or provisions of this Agreement, and all other noticesshall be made as follows:

by the Consultant to:

with a copy to:

and by the County to:

Douglas County GovernmentAttn: Terry Lyons100 Third StreetCastle Rock, CO 80104Telephone: 303-663-6219E-mail: tlyonsdouglas.co.us

Douglas County Attorney's Office100 Third StreetCastle Rock, CO 80104Telephone: (303) 660-7414Facsimile: (303) 688-6596

ComputronixAttn: Dave Leusink, Regional Manager3199 S. Wadsworth Blvd, Level BLakewood, Colorado 80227-4802Telephone: 720-962-6300E-mail: [email protected]

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Said notices shall be delivered personally during normal business hours to the appropriateoffice above, or by prepaid first class U.S. mail, via facsimile, or other method authorized inwriting by the Authorized Representative. Mailed notices shall be deemed effective uponreceipt or three (3) days after the date of mailing, whichever is earlier. The parties may fromtime to time designate substitute addresses or persons where and to whom such notices are tobe mailed or delivered, but such substitutions shall not be effective until actual receipt ofwritten notification.

NONDISCRIMINATION: In connection with the performance of work underthis Agreement, the Consultant agrees not to reffise to hire, discharge, promote or demote, orto discriminate in matters of compensation against any person otherwise qualified, solelybecause of race, color, religion, national origin, gender, age, military status, sexualorientation, marital status, or physical or mental disability.

GOVERNING LAW; VENUE: This Agreement shall be deemed to havebeen made in, and construed in accordance with the laws of the State of Colorado. Venue forany action hereunder shall be in the District Court, County of Douglas, State of Colorado.The Consultant expressly waives the right to bring any action in or to remove any action toany other jurisdiction, whether state or federal.

COMPLIANCE WITH ALL LAWS AND REGULATIONS: All of thework performed under this Agreement by the Consultant shall comply with all applicablelaws, rules, regulations and codes of the United States and the State of Colorado. TheConsultant shall also comply with all applicable ordinances, regulations, and resolutions ofthe County and shall commit no trespass on any public or private property in the performanceof any of the work embraced by this Agreement.

SEVERABILITY: In the event any of the provisions of this Agreement areheld to be unenforceable or invalid by any court of competent jurisdiction, the validity of theremaining provisions shall not be affected. Should either party fail to enforce a specific termof this Agreement it shall not be a waiver of a subsequent right of enforcement, nor shall it bedeemed a modification or alteration of the terms and conditions contained herein.

NO THIRD PARTY BENEFICIARIES: The enforcement of the terms andconditions of this Agreement and all rights of action relating to such enforcement, shall bestrictly reserved to the County and the Consultant, and nothing contained in this Agreementshall give or allow any such claim or right of action by any other or third person under suchAgreement.

PRIORITY OF PROVISIONS: In the event that any terms of this Agreementand iny Exhibit, attachment, or other referenced document are inconsistent, the followingorder of priority shall control:

This Agreement, Sections 1 through 31Exhibit C- Insurance Requirements

1St

211

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3rd Exhibit B- Method of Payment4th Exhibit A- Scope of Services

HEADINGS; RECITALS: The headings contained in this Agreement are forreference purposes only and shall not in any way affect the meaning or interpretation of thisAgreement. The Recitals to this Agreement are incorporated herein.

ENTIRE AGREEMENT: The parties acknowledge and agree that theprovisions contained herein constitute the entire agreement and that all representations madeby any commissioner, official, officer, director, agent or employee of the respective partiesunless included herein are nuJi and void and of no effect. No alterations, amendments,changes or modifications to this Agreement, except those which are expressly reserved hereinto the Authorized Representative, shall be valid unless they are contained in writing andexecuted by all the parties with the same formality as this Agreement.

INSURANCE: The Consultant shall be required to maintain the insurancerequirements provided in Exhibit C, attached hereto and incorporated herein by reference.The Consultant shall provide evidence that such requirements have been met and shall provideupdated information to the County in the event any changes are made to the Consultant'sinsurance coverage during the term of this Agreement.

COUNTY EXECUTION OF AGREEMENT: This Agreement is expresslysubject to, and shall not be or become effective or binding on the County, until execution byall signatories of the County.

CONFIDENTIALITY OF INFORMATION: Both parties understand andagree that data, materials, and information disclosed by a party to the other party may containconfidential, trade secret and/or protected information. To the extent permitted by law andexcept as required by the Open Records Act, each party covenants that data, material andinformation gathered, based upon or disclosed for the purpose of this Agreement, will not bedisclosed to or discussed with third parties without the prior written consent of the other party.

WARRANTY: Computronix will warranty its work product (site-specificPOSSE configurations. reports, interfaces, Oracle P/SQL stored procedures, Python or othercustom code) and address reported defects without additional fees until notification of ProjectAcceptance of product deliverables per the Project Acceptance section of Exhibit B.

Defects in the core POSSE product extend beyond this Warranty specification and arecovered in the POSSE Support Agreement (under separate agreement with the County)

The Consuhant does not warrant any deliverables contained in Exhibit A - Scope ofServices that were not developed by the Consultant, or developed by the Consultant andsubsequently altered by the County or any other Third Party.

DISPUTES: Without limiting, or diminishing in any way, the County'sability to cancel without reason by providing Ten days notice, or any other provisions

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therein, as set forth in Section 16, should any disputes arise with respect to this Agreement,the Consultant and the County agree to act immediately to resolve such disputes. Time is ofthe essence in the resolution of disputes.

A. The Consultant and the County agree that, the existence of a disputenotwithstanding, each party will continue without delay to carry out all of itsrespective responsibilities under this Agreement that are not affected by the dispute.

B. If a party to this Contract is not satisfied with the progress toward resolving adispute, the party must notif' in writing the other party of this dissatisfaction. Uponissuance of written notice, the parties have ten (10) business days, unless the partiesmutually agree to extend this period, following the notification, to resolve the dispute.If the dispute is not resolved within ten (10) business days, the party feeling itselfaggrieved may submit the dispute in writing according to the following escalationcontacts:

First level: the Consultant's Regional Manager and the County's projectsponsor; and

Second level: the Consultant's President/CEO and the County'sInformation Technologies CIO.

The presentation may include a period of negotiations, clarifications, andmediation sessions and will not terminate until one of the parties concludes thatthe presentation period is over.

C. In the event the grievance cannot be resolved to the mutual satisfaction of theparties within a mutually agreed upon timeframe, the parties may mutually agree tosubmit the dispute to non-binding mediation for a determination, based on then-currentcommercial.mediation rules of the American Arbitration Association. If a party is stillnot satisfied with the decision, the party may submit the dispute to a Colorado court ofcompetent jurisdiction.

D. The County may withhold payments on disputed items pending resolution ofthe dispute. The unintentional non-payment by the County to the Consultant of one ormore invoices not in dispute in accordance with the terms of this Agreement will notbe cause for Consultant to terminate this Agreement, and the Consultant may bringsuit to collect these amounts without following the disputes procedure containedherein.

31. FORCE MAJEURE: In the event that either party is unable to perform any ofits obligations under this Agreement or to enjoy any of its benefits because of natural disasteror decrees of governmental bodies not the fault of the affected party (hereinafter referred to asa "Force Majeure Event"), the party who has been so affected shall immediately give notice tothe other party and shall do everything possible to resume performance. Upon receipt of suchnotice, all obligations under this Agreement shall be immediately suspended. If the period ofnon-performance exceeds thirty (30) calendar days from the receipt of notice of the Force

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Majeure Event, the party whose ability to perform has not been so affected may, by givingwritten notice, terminate this Contract.

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IN WITNESS WHEREOF, the Countyand the Consultant have executed this Agreement as ofthe above date.

Computronix (U.S.A.), Inc.

BY:1/

Printed Name:

Title: kaiIoMAL ith'jc&a

DATE:

Signature of Notary Public Required:

STATE OF Colorciclo ))

COUNTY OF )

A

The foregoing instrument was acknowledged before me this day of 1*9 flZ902C)1( ,by tkw;d Leunk

Witness my hand and official seal

My commission expires: Lff25

ss.

ATTEST: (if a corporation)

Notary Public

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BOARD OF COUNTY COMMISSIONERS APPROVED AS TO CONTENT:

OF THE COUNTY OF DO GLAS/

Andrew Copland, Director of Finance

DATE: S(<4(k

APPROVED AS TO TECHNICAL CONTENT:

Douglas J. DeBord, County Manager

DATE: d7'f2/1I)

ill,',,.rich 11e Whistler,

Sr. A t. County Attorney

DATE:

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APPROVED AS TO FISCAL CONTENT: APPROVED AS TO LEGAL FORM:

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POSSEE817 POSSE AccessControl/Security

POSSE-303 Reset Password

Exhibit ASCOPE OF SERVICES

This Scope of Services sets forth the professional services Consultant shall perform underthis Agreement. The Consultant shall work witI the County to implement business workflowsolutions for the Community Planning and Sustainable Development (CPSD) Department.The focus shall include Engineering projects and their integration with Planning Division andBuilding Division workflow solutions. Consultant will utilize POSSE application indevelopment of specified workflow solutions.

Features

Schedule A provides a list of features with an estimated scope as indicated by Size Pointcolumns which are estimates of the level of effort required to implement a specifieddeliverable relative to other project deliverables. Size Points are an agreed upon estimatebetween County and Consultant used to estimate the scope and associated fees for eachConsultant Deliverable.

Any increase in Size Points would require written approval from the County ProjectManager. The County shall pay Consultant for these services at a rate set forth in Exhibit B.Some features in Schedule A have a size 0 because they are features covered by standardPOSSE thnctionality..

Schedule A

Key Title Description SizePoints

POSSE-818 Base POSSE Installation This is a development user story to capture the 13base installation of POSSE into the variousenvironments in support of the Engineering project.

POSSEE-820 Enhance Core POSSE As a CPSD Posse user I want to have view of core 34Objects to meet all CPSD POSSE objects such as contacts, agencies,Dept Needs address, parcel, owners, that supports the needs of

all the CPSD departments. These will be used byall POSSE jobs/process.

As a POSSE Engineering user I want the system to 34provide access control privileges to POSSEjobs/processes based on my role so that I canperform authorized work. This is specific to eachjob type.

As an Administrator I want the ability to reset 0another users password in the event it is lost.

<Standard POSSE functionality>

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POSSE-383 Schedule Reports

POSSE-342 Manage To Do lists

POSSE-307 # Concurrent Users

POSSE-356 Access Task

POSSE-343 Manage Users

POSSE-i 74 Change Password

POSSE-348 Reopen Tasks

POSSE-170 Assign Job Numbers

<Standard POSSE functionality>

As an Administrator or Manager, I want to schedule 0

reports so that they run on set dates, days, or timeso that I do not have to remember to run thesemanually at those prescribed times.

<Standard POSSE functionality>

As a User I want to sort and filter my to do list so 0

that I can quickly organize my tasks.

<Standard POSSE functionality>

As an Administrator I want the system to 0accommodate a minimum of 16 concurrent internalusers.

<Standard POSSE functionality>

As a User I want to access the task and open the 0

job directly from the task list so I do not have toopen up a separate window.

<Standard POSSE functionality>

As an Administrator I want to manage users 0(create, modify, inactivate, and activate) and theirsecurity access so that I can control who hasaccess to the system and what functions they canaccess.

<Standard POSSE functionality'

As a User I want to change my password because 0it is necessary for the security of the system.

<Standard POSSE functionality>

As an Administrator or Manager, I want to reopen a 2

previously completed task so that I can editinformation.

<Primarily covered as part of the template sizing>

As a User Iwant the system to automatically 2

assign unique job numbers to the job to eliminatethe possibility of missing a number or supplyingduplicate file numbers.w templates and for each workflow.

<Primarily covered as part of the template sizing>

PSA, Computronix (U.S.A), Inc., Engineering I 14 of 30

POSSE-361 Cancel Report As a User I want the ability to cancel a report that 0has already started in the event it is taking too longor the report is not needed.

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<Primarily covered as part of the template sizing>

POSSE-329 Delete Job Associations As a User I want the ability to remove an 2

association or link between jobs in the event thatthey were associated erroneously.

<Primarily covered as part of the template sizing>

POSSE-310 Associate Contacts As a User I want to associate and disassociate 3contact object(s) to/from a job. At least one contactmust be associated to a job.

<Primarily covered as part of the template sizing>

POSSE-344 Contacts Persistence As a User I want the contact information on a job 2frozen at the time the job is completed so that I willhave an accurate record of who the contact(s)were at the time the job is closed.

POSSE-362 Inactivate Contact

POSSE-304 Search Contacts

POSSE-279 Notes

POSSE-i 83 Fees - Select Fees

POSSE-i 84 Fees - Waiver

<Primarily covered as part of the template sizing>

As an Administrator I want to inactivate a contact 3so that it cannot be associated to future jobs.

cPrimarily covered as part of the template sizing>

As a User I want to search contacts and, if desired, 2associate the contact with the job.

<Primarily covered as part of the template sizing>

As a User, I want a Notes tab available onall jobs 2by default. (identical to Planning)

<Primarily covered as part of the template sizing>

As a user I want the fees for any jobs requiring 2fees to be calculated based on the fees specified,but be able to be overridden in the event that feesare waived or fee schedules change.

<Primarily covered as part of the template sizing>

As a Manager I need the ability to support requests 2for waiving of fees from an applicant and the actualwaiving of fees on the job

<Primarily covered as part of the template sizing>

PSA, Computronix (USA), lic., Engineering I 15 of 30

POSSE-i 71 Assign Staff to Job As an Administrator or Manager, I want to assign 2

staff to a job so that I can default any tasksrequiring that role to the person(s) assigned to thatjob that have that role.

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POSSE-389 View Associated Workflows

POSSE-31 1 Associate Jobs

POSSE-340 Job Control

POSSE-390 Closed-Void Job

POSSE-332 Edit/Delete OthersComments

<Primarily covered as part of the template sizing>

2

<Primarily covered as part of the template sizing>

2

<Primarily covered as part of the template sizing>

As a Development Review Engineer (DRE) I want 2

to be able to view all referral agency commentsfrom the Planning Job for informational purposes.

<Primarily covered as part of the template sizing>

As a Planning or an Engineering user, if a project 2

has both engineering and planning workflows, Ineed to be able to view where the applicant is inthe other workflow so that Ill know where theproject is in the process.

<Primarily covered as part of the template sizing>

As a User I want the ability to associate or link one 2

job to another (regardless of job type), therebyshowing a relationship between the jobs.

<Primarily covered as part of the template sizing>

As an Administrator or Manager I want to withdraw 2jobs, reactivate jobs, close inactive jobs, deletejobs, and modify completed jobs.

<Primarily covered as part of the template sizing>

As a User, I want to be able to Close-Void a job 2

and have all sub jobs Close-Void.

<Primarily covered as part of the template sizing>

As a User I want to add a note to a job or a task so 2that I have a place to enter information not coveredby other fields in the system.(Similar to Planning)

<Primarily covered as part of the template sizing>

As a User I want to edit/delete comments thatothers have entered in the event the comment isinaccurate or no longer valid.

<Primarily covered as part of the template sizing>

PSA, Computronix (USA), Inc., Engineering I 16 of 30

POSSE-lal Fees Notes As a Business Resource Generalist (e.g., Carol 2LeMaire), if fees are overridden, I want the systemto require a comment so that I will know why thefees were overridden.

POSSE-i 69 Add Notes to Job and Tasks

POSSE-41 5 Doc Mgt - handled sameway as in planning

POSSE-41 7 Notifications - move usecases from planning and useas a starting point)

POSSE-41 0 Referral View referralagency comments

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PSA, Computronix (U.S.A), Inc., Engineering I - 17 of 30

POSSE-333 Edit/Delete Own Comments As a User I want to Edit or Delete comments to anyj6b in the event the comment is inaccurate or nolonger valid.

2

<Primarily covered as part of the template sizing>

POSSE-355 Re-assign Tasks As an Administrator or Manager I want to assign 2

(and reassign) tasks to other users who have theauthority to perform that task so that I can ensuretasks are being worked by the appropriateperson(s).

<Primarily covered as part of the template sizing>

POSSE-330 Delete Dynamic Tasks As an Administrator or Manager I want to delete acompleted dynamic task in the event that it wasadded to a job incorrectly.

2

.cPrimarily covered as part of the template sizing>

POSSE-177 Fees - Adjust Fees As a Manager, I want the ability to adjust fees on acase by case basis in the event of an unforeseenchange.

2

<Primarily covered as part of the template sizing>

POSSE-i 82 Fees - Payment Refund As a Manager I want to mark a payment asrefunded so that we can electronically track whenthe paid fees were refunded back to the applicant.

2

<Primarily covered as of the template sizing>

POSSE-i 75 Cross Project Notificationand Synchronization System

As a POSSE User, I want the system to providenotifications when certain events occur on a related

5

(CPNSS) Job so that I can make updates to workflow tasksaccordingly on my active job.

<Primarily covered as part of the template sizing>

POSSE-334 Help - Business Process As a User, I want to use a Help function for the 2

Business Process to help with POSSE.

<Primarily covered as part of the template sizing>

POSSE-335 Help - FAQ 2As a User, I want to use a Help function forFrequently Asked Questions in POSSE.

<Primarily covered as part of the template sizing>

POSSE-336 Help - POSSE Context As a User, I want to use a Help function for Context 2Specific Specific POSSE Questions. Identical to Planning

Division

<Primarily covered as part of the template sizing>

Page 18: New Cai/-i3O · 2020. 1. 17. · COUNTY OF DOUGLAS, STATE OF COLORADO (the "County"), and Computronix (U.S.A.), Inc., a Colorado Corporation authorized to do business in Colorado

POSSE-233 Job: Rezoning::Rezonin

POSSE-230 Job: Rezoning::PlannedDevelopment

PQSSE-232 Job: Rezoning::PlannedDevelopment MajorAmendment

POSSE-271 Job: Subdivision::SketchPlan

PQSSE-268 Job:Subdivision::PreliminaryPlan

POSSE-265 Job: Subdivision::Final Plat

POSSE-553 Job:Subdivision:: PreliminaryPlan and Final PlatCombined

PSA, Computronix (USA), Inc., Engineering I - 18 of 30

Want the ability to add Engineering Review 5process to the External Review job so thatEngineering input can be added as part of theworkf low process.

As a Development Review Engineer (DRE) I want 8to manage a Rezoning project in the POSSEsystem so that we can electronically track andreport on the job.

Included in the workflow estimate.

As a Development Review Engineer (DRE) I want 0to manage a Planned Development prolect in thePOSSE system so that we can electronically trackand report on the job.

<Same workflow as CX#93'

As a Development Review Engineer (DRE) I want 0to manage a Planned Development project in thePOSSE system so that we can electronically trackand report on the job.

<Same workf low as CX#93>

As a Development Review Engineer (DRE) I want 0to manage a Planned Development AdministrativeAmendment project in the POSSE system so thatwe can electronically track and report on the job.

<Same workflow as CX#93>

As a Development Review Engineer (DRE) I want 5to manage a Sketch Plan project in the POSSEsystem so that we can electronically track andreport on the job.

As a Development Review Engineer (DRE) I want 0to manage a Preliminary Plan project in thePOSSE system so that we can electronically trackand report on the job.

<Same workilow as CX#134>

As a Development Review Engineer (DRE) I want 0to manage a Final Plat project in the POSSEsystem so that we can electronically track andreport on the job.

<Same workflow as CX#134>As a Development Review Engineer (DRE) I want 0to manage a Preliminary Plan /Final Plat project inthe POSSE system so that we can electronicallytrack and report on the job.

<Same as 134>

POSSE-534 Update External Review Jobto include EngineeringReview Process

POSSE-231 Job: Rezoning:;PlannedDevelopment AdministrativeAmendment

Page 19: New Cai/-i3O · 2020. 1. 17. · COUNTY OF DOUGLAS, STATE OF COLORADO (the "County"), and Computronix (U.S.A.), Inc., a Colorado Corporation authorized to do business in Colorado

POSSE-269 Job: Subdivision::Replat

POSSE-270 Job: Subdivision::RoadwayVacation

POSSE-272 Job:Subdivision: :SubdivisionVacation

<Same workflow as CX#1 34>

As a Development Review Engineer(DRE) I want 0to manage a Minor Development Rat-Nonresidential and Multifamily project in thePOSSE system so that we can electronically trackand report on the job.

<Same workflow as CX#1 34>

As a Development Review Engineer (ORE) I want 0to manage a Non Administrative Replat project inthe POSSE system so that we can electronicallytrack and report on the job.

<Same workflow as CX#1 34>

As a Development Review Engineer (DRE) I want 0

to manage a Roadway Vacation project in thePOSSE system so that we can electronically trackand report on the job.

<Same workflow as CX#1 34>

As a Development Review Engineer (DRE) I want 0

to manage a Subdivision Vacation project in thePOSSE system so that we can electronically trackand report on the job.

<Same workflow as CX#1 34>

As a Development Review Engineer (DRE) I want 5to manage an Administrative Replat project in thePOSSE system so that we can electronically trackand report on the job.

As a Development Review Engineer (DRE) I want 0to manage a Lot Line Adjustment project in thePOSSE system so that we can electronically trackand report on the job.

<Same workfiow as CX#1 24>

As a Development Review Engineer (DRE) I want 0to manage a Lot Line Vacation project in thePOSSE system so that we can electronically trackand report on the job.

<Same workflow as CX#124>

PSA, Computronix (U.S.A), bc., Engineering I 19 of 30

POSSE-267 Job: Subdivision::Minor As a Development Review Engineer (DRE) I want 0Development Plat-Single to managea Minor Development Plat-SingleFamily Residential Family Residential project in the POSSE system so

that we can electronically track and report on thejob.

POSSE-266 Job: Subdivision::MinorDevelopment Plat-Nonresidential andMultifamily $

POSSE-264 Job: SubdivisionAdministrative Replat::LotLine Vacation

POSSE-261 Job: SubdivisionAdministrativeReplat::AdministrativeReplat

POSSE-263 Job: SubdivisionAdministrative Replat: :LotLine Adjustment

Page 20: New Cai/-i3O · 2020. 1. 17. · COUNTY OF DOUGLAS, STATE OF COLORADO (the "County"), and Computronix (U.S.A.), Inc., a Colorado Corporation authorized to do business in Colorado

POSSE-235 Job: Site ImprovementPlan::Site Improvement Plan

POSSE-274 Job: Use by SpecialReview::Use by SpecialReview

POSSE-277 Job: Use by SpecialReview::Use by SpecialReview Amendment

<Same workf low as CX#124>

As a Development Review Engineer (DRE) I want 21

to manage a Site Improvement Plan project in thePOSSE system so that we can electronically trackand report on the job.

As a Development Review Engineer (DRE) I want 0to manage a Site Improvement Plan Revisionproject in the POSSE system so that we canelectronically track and report on the job.

<Same workf low as CX#99>

As? Development Review Engineer (DRE) I want 21

to manage a Site Improvement Plan Modificationproject in the POSSE system so that we canelectronically track and report on the job.

As a Development Review Engineer (DRE) I want 1

to manage a Meridian Site Improvement Planproject in the POSSE system so that we canelectronically track and report on the job.

As a Development Review Engineer (DRE) I want 8to manage a Use by Special Review project in thePOSSE system so that we can electronically trackand report on the job.

As a Development Review Engineer (DRE) I want 0to manage a Use by Special Review Amendmentproject in the POSSE system so that we canelectronically track and report on the job.

<Same workflow as CX#140>

As a Development Review Engineer (DRE) I want 3

to manage a Use by Special Review AdministrativeAmendment project in the POSSE system so thatwe can electronically track and report on the job.

<Same workflow as CX#140>

As a Development Review Engineer (DRE) I want 0

to manage a Use by Special Review AdministrativeHorse Boarding project in the POSSE system sothat we can electronically track and report on thejob.

<Same workf low as CX#140>

PSA, Computronix (USA), Inc., Engineering 1-20 of 30

POSSE-262 Job: Subdivision As a Development Review Engineer (DRE) I want 0Administrative to manage a Building Envelope Adjustment projectReplat::Building Envelope in the POSSE system so that we can electronicallyAdjustment track and report on the job.

POSSE-237 Job: Site ImprovementPlan::Site Improvement PlanRevision

POSSE-236 Job: Site ImprovementPlan::Site Improvement PlanModifidation

POSSE-234 Job: Site ImprovementPlan::Meridian SiteImprovement Plan

POSSE-275 Job: Use by SpecialReview::Use by SpecialReview AdministrativeAmendment

POSSE-276 Job: Use by SpecialReview::Use by SpecialReview Administrative HorseBoarding

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POSSE-21 3 Job: Exemption::Exemption

POS5E-215 Job:Miscellaneous: Documents& Regulation

POSSE-218 Job:Miscellaneous: :Miscellaneous Project

POSSE-i 76 Data Conversion -Completed projects inspreadsheets

POSSE-31 5 Data Conversion - ActiveProjects

PO5SE-31 4 Create notification rules

POSSE-405 Contacts EngineeringFirms

As a Development Review Engineer (DRE) I want 13to manage a Special District Service Plan project inthe POSSE system so that we can electronicallytrack and report on the job.

As a Development Review Engineer (DRE) I wantto manage a Special District Service Plan MaterialModifications project in the POSSE system so thatwe can electronically track and report on the job.

As a Development Review Engineer (DRE), I want 8to manage a Location & Extent project in thePOSSE system so that we can electronically trackand report on the job.

As a Development Review Engineer (DRE) I want 5to manage a Exemption project in the POSSEsystem so that we can electronically track andreport on the job.

As a User I want to manage a Documents & 34Regulation workflow job in the POSSE system sothat we can electronically track and report on thejob.

As a User I want to manage a Miscellaneous 13Project in the POSSE system so that we canelectronically track and report on the job.

As a user I want all of the previous projects 21converted from the existing spreadsheet into thenew system so that I can easily find theinformation. It has project number, project name,assigned engineer, and assigned planner.

As a user I want to manually enter any active 0projects into the new system so that I can trackinformation in all of the fields. In addition, it servesas a great training opportunity.

As a Development Review Engineer (DRE) I want 0to receive notification when a referral cycle ends sothat I can be informed immediately.

<Primarily covered as part of the template sizing>

As a User I want to create notification rules so that 2the appropriate people can be notified of eventsautomatically rather than manually remembering tonotify people or check on status.

<Primarily covered as part of the template sizing>

As a User, I want the system to support a central 8repository of Engineering Firm objects, withassociated contact information, that can then beassociated to any Engineering jobs.

PSA, Computroñix (USA), Inc., Engineering 1-21 of 30

POSSE-346 Referral - Obtainnotifications when referralcycle ends

POSSE-238 Job: Special District ServicePIan::Special District ServicePlan

POSSE-239 Job: Special District ServicePlan::Special District ServicePlan Material Modifications

POSSE-214 Job: Location &Extent::Location & Extent

Page 22: New Cai/-i3O · 2020. 1. 17. · COUNTY OF DOUGLAS, STATE OF COLORADO (the "County"), and Computronix (U.S.A.), Inc., a Colorado Corporation authorized to do business in Colorado

POSSE-357 Alerts-Objects

POSSE-388 View Parcel (SPN)Comments

POSSE-347 Remove DocumentAssociation at Task Level

PSA, Computronix (U.S.A), Inc., Engineering [-22 of 30

POSSE-358 APO-Combined Details view As a user, I would like to have a combined Details 8

across CPSD Divisions view across CPSD divisions for APO objects toverify status of parcel.

POSSE-401 APO-Jobs associated to As a user, I need to be able to see all Engineering 3

Address/Parcel jobs associated with an Address/Parcel to verifystatus of parcel.

POSSE-403 APO-Warning Flags As a user, I need to make sure that flags added in 8

Migration Map migrate to the Address objects in POSSE andvice-versa.

POSSE-313 Document Collaboration - As a User I want a shared and controlled access to 2

County-wide documents that are shared between Countydepartments to increase the efficiency of thedocument review process.

<Primarily covered as part of the template sizing>

As a User I want to associate documents(s) at a 2task-level or at a job-level so that I can associatethem where they are most appropriate. PJIdocuments associated at a task-level should alsoappear on the job's Document view so that I cansee all of the documents associated to the job.

<Primarily covered as part of the template sizing>

As User, I want to remove a document associated 2

to a task in the event that the relationship isinaccurate. The document would still be associatedat the job level and would not be removed fromCMS.

<Primarily covered as part of the template sizing>

POSSE-396 Remote Access to POSSE As a User I want to access the system remotely so 0that I can perform work when not at the office.

<Assume will be covered through VPN>

As a User I want to add alerts to objects (parcel, 8owner, contact, address) so that when thoseobjects are associated to jobs the people creatingthose jobs will receive notification of issues withthat object. I will also want to modify and deletethese alerts, as appropriate, so that the alerts willbe accurate.

As a User I want to view comments that have been 2

associated with a parcel to enable sharing of non-project-specific information.

POSSE-331 Documents at a Task LevelShall Appear on the Job'sDocument Tab

Page 23: New Cai/-i3O · 2020. 1. 17. · COUNTY OF DOUGLAS, STATE OF COLORADO (the "County"), and Computronix (U.S.A.), Inc., a Colorado Corporation authorized to do business in Colorado

POSSE-407 Doc Mgt - File Types

POSSE-317 Data ConversionDocuments

Key Assumptions

This Scope of Services and the Consultant estimates to perform it are based on the followingkey assumptions:

County staff with key Engineering domain knowledge will made available as neededthroughout the project.Source Code Escrow -The latest release of POSSE software shall be placed intoescrow, prior to receipt of first payment, as documented in a letter from Computronixto the County's Project Manager. This letter shall provide confirmation that anapproved software escrow agency has named Douglas as a beneficiary of the softwaresource code.

Project Change Management ProcessIf a determination is made by Consultant and/or County staff that there is a change in projectscope then Consultant shall submit a Change Request Form to invoke the Project ChangeControl Procedure.

The primary purpose of this process is to:

Document changes to project scope

Provide a rationale for chan'ge and the effect the change will have on the project

Provide relevant stakeholders an opportunity to approve/reject the change in projectscope

PSA, Computronix (U.S.A), Inc., Engineering 1 -23 of 30

As a User I want to collaborate on multiple file 2types to allow the applicant to submit files in aformat that is convenient to them.

<Primarily covered as part of the template sizing>

As a user I want the completed projects to link to 13any documents contained in CMS so that I caneasily access the associated documents.

Total 378

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Process Steps

Consultant Representative submits a Change Request form as specified belowCounty Project Manager will review Change Request with County staff and approve itor reject it.If the County Project Manager and Consultant Representative approve the ChangeRequest as indicated by either signing the form or through email acknowledgement theConsultant may delivery the feature and invoice the County for the specified charges.

Change Request Form

The following form shall be used by Consultant to identi& changes in project scope and torequest time and material fees for this change.

PSA, Computronix (U.S.A), Inc., Engineering I - 24 of 30

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Change Request Form - Engineering Project

Date Requested:

Type: <new feature, change in scope, mentoring/analysis>

Consultant Representative:

Description of Request:

Size:Fee payable by county for Request: $Payment Terms:

Approval:County Project Manager:Name: Date:

Consultant Representative:Name: Date:

PSA, Computronix (U.S.A), Inc., Engineering I -25 of 30

Page 26: New Cai/-i3O · 2020. 1. 17. · COUNTY OF DOUGLAS, STATE OF COLORADO (the "County"), and Computronix (U.S.A.), Inc., a Colorado Corporation authorized to do business in Colorado

Exhibit BMETHOD OF PAYMENT

Payment ScheduleConsultant shall invoice Douglas County for delivered features upon County acceptance ofthese features.

There are two phases to acceptance of Consultant deliverables, Feature Acceptance andProject Acceptance.

Feature Acceptance Consultant is responsible for demonstrating completeness of featuresonce delivered in the County for approval. If a feature does not meet Douglas County qualitystandards or the acceptance criteria specified for the feature, the Consultant is responsible foraddressing such deficiencies prior to invoicing the County.

Consultant shall invoice County for accepted features. 10% of these invoiced fees arewithheld until Project Acceptance.

Project Acceptance Project Acceptance occurs upon determination by County that theproject as a whole is complete and features are working together as expected in a productionenvironment.

Project Acceptance is complete when the system has been utilized in a productionenvironment for 45 business days after the last production deployment.

Any outstanding issue identified but not addressed during Project Acceptance shall becaptured in a 'Project Release Outstanding Issues List'. The County shall provide approvalfor this list of outstanding issues before the Project Acceptance phase is considered complete.

The County is under no obligation to accept any features that have outstanding issues per this'Project Release Outstanding Issue List' or make payments for features affected by defectsin this list. There shall be a negotiation between the County and Consultant to determineappropriate compensation for these deliverables with outstanding issues and/or timeframes fordelivery of features outside ci the Formal Project Acceptance phase.

All invoices for received and accepted deliverables shall be payable within 30 days of receiptby Douglas County.

Size Point Service Fees

Exhibit A includes a list of features that have been scoped for potential inclusion in thisproject. Each feature in this list contains a 'Size Points' value based on initial meetings and

PSA, Computronix (U.S.A), Inc., Engineering 1-26 of 30

Page 27: New Cai/-i3O · 2020. 1. 17. · COUNTY OF DOUGLAS, STATE OF COLORADO (the "County"), and Computronix (U.S.A.), Inc., a Colorado Corporation authorized to do business in Colorado

discussion with Consultant. These 'Size Points' are estimates of the level of effort required toimplement a specified deliverable.

Consultant shall invoice County at a rate of S653.00 for each 'Size Point' of accepteddeliverables. At no time shall total invoiced fees exceed the Maximum Contract Expenditureas specified in Section 4 of this document.

At the start of each project Sprint, Consultant and County shall review the list of featuresbeing implemented in the Sprint. Based on the review of the feature scope and complexityConsultant and County shall determine if the associated 'Size Points' score requires adjustingeither higher or lower. Any changes to sizing of features in Schedule A or any new featuresidentified shall be captured per the Project Change Management process defined in ExhibitA..

Consultant shall invoice the County for the sum of all accepted features based on thecorresponding 'Size Points' captured in Schedule A andlor the Change Management Process.

The 'Size Points' values for deliverables shall be inclusive of any project managementservices, analysis, design, coding, test, defect remediation, and documentation that teamrequires when implementing the deliverable.

Fixed Price Teller Fees

Teller Fees shall not be subject to the Size Point criteria as set forth in this Agreement butshall be subject to fixed rates as set forth below.

The following table captures the fixed price fees for specified 'Teller' related deliverables,

PSA, Computronix (U.S.A), Inc., Engineering! -27 of 30

Item UnitsPer Unit

Fee Total Fee

POSSE Configuration/Report Services (estimated) 378 $653.00 $246,834.00Total: $246,834.00

Item Units Per UnitFee Total Fee

Teller for POSSE license I $35,000.00TFP Workstation License 25 $800.00 $20,000.00Annual Support for 1St year' 1 18% $9,900.00

Licensing Subtotal $64,900.00

Teller Configuration 1 $4,000.00 $4,000.00Minor Report Modifications (layout) 7 $300.00 $2100.00Larger Report Modifications (layout & content) 8 $600.00 $4,800.00On-site Training 2 $2,000.00 $4,000.00Credit Card Plug-in 1 $5,000.00 $5,000.00

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Implementation Sen'ices Subtotal

Total:

$19,900.00

$84,800.00

2. Support fees for these additional seat licenses, for subsequent years, are managed through a separateSupport Agreement.

Mileage

Mileage fees shall not exceed the amount set forth below and may be invoiced during themonth such fees are incurred.

At no time shall the County be invoiced for items in Exhibit B in an amount that wouldexceed the maximum contract expenditure allowed as specified in Section 4 of thisAgreement, 'Maximum Contract Liability'. Such changes in scope would require eithera new Agreement or an amendment to this Agreement.

PSA, Computronix (USA), Inc., Engineering I 28 of 30

Item UnitsPer Unit

FeeTotal Fee

Posse license seats2 50 $466.10 $23,305.00Total: $23,305.00

Item UnitsPer Unit

FeeTotal Fee

Travel Estimate (mileage only for 48 trips) forConsultant staff onsite (Not To Exceed):

50 $30.00 $1,500.00

Total: $1,500.00

Teller Support Fees for subsequent years are managed through a separate annual SupportAgreement.

Fixed Price Licensing

The following table captures the fixed price license fees for the POSSE Software. These feesare to be invoiced upon production go-live (county staff utilizing deployed system to managework in non-test environment).

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Exhibit CINSURANCE REQUIREMENTS

Insurance.

1. The Consultant agrees to procure and maintain with insurers with an A- or betterrating as determined by Best's Key Rating Guide, at its own expense, the following policies ofinsurance:

Workers' Compensation insurance to cover obligations imposed by applicable laws forany employee engaged in the performance of work under this Agreement, and Employers' Liabilityinsurance with the following limits:

Workers' Compensation: StatutoryEmployers' Liability: $1,000,000

Commercial General Liability insurance with minimum combined single limits ofONE MILLION DOLLARS ($1,000,000) each occurrence and ONE MILLION DOLLARS($1,000,000) aggregate. The policy will be applicable to all premises and operations. The policy willinclude coverage for bodily injury, broad form property damage (including completed operations),personal injury (including coverage for contractual and employee acts), blanket contractual,independent contractors, products, and completed operations. The policy will contain a severabilityof interests provision.

Commercial Automobile Liability insurance with minimum combined single limits forbodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000) eachoccurrence with respect to each of Consultant's owned, hired and non-owned vehicles assigned to orused in performance of the services. The policy will contain a severability of interests provision.

Professional Liability Insurance Coverage in an amount not less than One MillionDollars ($1,000,000.00), and Consultant shall maintain such coverage for at least two (2) years fromthe termination of this Agreement.

2. The required Commercial General Liability and Commercial Automobile Liabilitypolicies will be endorsed to include Douglas County as a Certificate Holder and name DouglasCounty, its officers and employees as additional insureds. The required Workers' Compensationpolicy will be endorsed to include Douglas County as a Certificate Holder. Douglas County reservesthe right to request and receive a certified copy of any policy and any endorsement thereto.

3. The certificates of insurance will be attached to this Agreement as evidence thatpolicies providing the required coverages, conditions, and minimum limits are in flaIl force and effect.The completed certificates of insurance and any notices, within 20 days of cancellation, termination, ormaterial change will be sent to:

Sheryl D. MonroeDouglas CountyRisk Management100 Third StreetCastle Rock, Colorado 80104

PSA, Computronix (USA), Inc., Engineering I - 29 of 30

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The Consultant will not be relieved of any liability, claims, demands, :or otherobligations assumed by its failure to procure or maintain insurance, or its failure to procure or maintaininsurance in sufficient amounts, durations, or types.

Failure on the part of the Consultant to procure or maintain policies providing therequired coverages, conditions and'minimum limits will constitute a material breach of contract uponwhich Douglas County may immediately terminate this Agreement.

The parties hereto understand and agree that Douglas County is relying on, and doesnot waive or intend to waive by any provision of this Agreement, the monetary limitations (presently$150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protectionsprovided by the Colorado Governmental Immunity Act, Sections 24-10-101 et seq., C,R.S., as fromtime to time amended, or otherwise available to Douglas County, its officers, or its employees.

Approved by: "UJAAIYL flLhuxSherylD. gnroeRisk Manager

PSA, Computronix (USA), Inc., Engineering 1-30 of 30

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OP ID: TH

DO UG C NT

Douglas CountyRisk Management Dept.100 Third StreetCastle Rock, CO 80104

SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH ThE POLICY PROVISIONS.

AUTHORIZED REPRESENTA11VE

dERTIFICATE OF LIABILITY INSURANCETHIS CERTIFICATE 5 ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTIThTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject tothe terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to thecertificate holder in lieu of such endorsement(s). -

PRODUCER 303-755-8600Colorado Ins Professionals Inc13693 E. Iliff Ave. #115 303-755-2518Aurora, CO 80014-1100Arlene Romero

CONTAcT

PHONE FAXIAIC No ElitI: IAC, No):

ADDRESS:PRODUCERCUSTOMER1DS: -

INSURER(S) AFFORDING COVERAGE MAID #

LNSURED Computronix USA, InCJoel George3199 S. Wadsworth Blvd Level BLakewood, CO 80227-4802

INSURERA:CNA

INSURER 0: PiAnacol Assurance 41190

INSURER

INSURER D:

INSURER

INSURER F

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO ThE INSURED NAMED ABOVE FOR THE PC ICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDTION OF ANY CONTRACT OR OTHER DOCUMENT WrEN RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSRLIR TIPS OF ESURANCE

ADDLINSR

SUORWD POLICY NUMBER

POLICY EFF)MMCDFflfl)

POLICY EXPIMMIDDNYYYI LIMrFS

A X

GENERAL LIABILITY

COMMERCIAL GENERAL LIABILIT'(

OCCUR

B4025980751 09120110 09/20)11EP.CH OCCURRENCE I $ 1,000,000

EjTLnceI 300,000

CLAIMS-MADE X MED P (Any one peOonI $ 10,000

PERSONAL &ADV INJJRY 1,000,000

GENERL.AGGREGATF c 2,000,000

C-ENLAGC-PESATELIMITAPPLIESPER

POLICY P1 LOG

PRODUCTS-COMPIDPAGC, $ 2,000,000

A

A

X

X

AUTOMOBILE LIABILITY

ANY AUTO

ALL OWHEDAI.ITOS

SCHEDULED AUTOS

HIREDAUTOS

NON'OWNEDAUTOS

64025980751B4025980751

09(20(10

09(20(10

09/20111

09)20111

COMBINED SINGLE LIMITIEu aeddenll

BODIL'( INJURY IPerpersonl $

BODILY INJURY (Per ECDdentI

FROPERTY DAMAGEIperathdenll

$

UMERELLA LLAB

EXCESS LIAE

OCCUR

CLAIMS-MADE

.

EACH OCCURRENCE V

AGGREGATE

DEDUCTIBLE

PErEN rION $

S

5

B

WCERS COMPENSA11cNAND EMPLOYERS' LIABILITY

Jy PRC'PRIEFOP/PARTHER,EECUllVEOFF CERPIENIBER EKCLUDED?IMandatmy in NH)II yet. decor Ida underDESCRIPTION OF OPERATIONS

Y / N

N I A4131029 05(01111 05/01/12

v WC STATU- 0TH-TORY LIMITS ER

EL. EACH ACCIDENT $ 1,000,000

EL DISEASE-BA EMPLOYEEI :5 1,000,000

Delae EL. DISEASE- POLICY LIMIT $ 1,000,000

DESCRIPTIDN OF cPERATIDNS I LOCATIDNS IVEHICLES (Attach ACORD IEI, AddItional Remadea Schedule, (more apace Is requlradl

© 1988-2009 ACORO CORPORATION. All rights reserved.ACORD 25 (2009(09) The ACORD name and logo a e registered marks ofACORD

COVER AG ES CERTIFICATE NUMBER: REVISION NUFVI9ER:

CERTIFICATE HOLDER CANCELLATION

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CDate Requested:

Department No.:

Department Title:

Account Number: 800900.443600

Douglas County GovernmentFinance Department, Purchasing Division100 Third Street, Suite 130Castle Rock, Colorado 80104Phone: 303-660-7430Fax: 303-660-9661

04/18/11 . Date Required: A.S.A.P.

Information Technology Requested By: Lori Sikes/ti

Information Technology Deliver To: 100 Third Street Miller Bldg

Computronix

3199 South Wadsworth Blvd., Level B

Lakewood Co 80227-4802

dave.leusink com.utronix,com

Ahioiirit:

1 each

Special Instructions Engineering I Project

Public Contract for Services to provide the Engineering division a new

business workflow application as a replacement for their existing solution.

$419650.00

TbtàlPrice:':: $419,650.00

Approved as to Legal Form:

Purchase Request Number6688

Department Authorization

I certify that the purchase listedbelow is necessary for the proper

operatior of Douglas County and tomy knowledge funds are available in

the current budget.

uthorized Department Official

Major06688 Coniputronix

FOR PURCHASING USE ONLY

Purchase Order No.: Accounting Review:Vendor Number: Budget Review:Date Entered: Cty Manager Approval:Entered By: BOCC Approval:

BOCC Approval:

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