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Home My WebLink AboutC97-132 Police Data Systems IncCV132b n AGREEMENT REGARDING PROVISION OF PROFESSIONAL SERVICES This Agreement Regarding Provision of Professional Services ("Agreement") dated as of cJUh+e 1997, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ("County"), and Police Data Systems, Inc., a corporation ("Contractor"). A. County desires to obtain and adapt software for its Road & Bridge Department for the purpose of computerizing various functions of department operations and management. B. Contractor owns the copyright for cetain software and employs Dennis Niblack as a software programmer. Contractor has submitted to County a Quote for Services for Software Customization, for licensing to County the software and customizing it for County's use, dated March 10, 1997, supplemented and modified by Contractor's memorandum dated April 24, 1997, in response to an internal County memorandum dated April 24, 1997,(all of which, together, are hereafter identified as "Proposal") and represented that it has the rights, expertise and personnel necessary to properly and timely perform the Work. C. Contractor and County intend by this Agreement to set forth the scope of the responsibilities of the Contractor in connection with the Work and relatdd terms and conditions to govern the relationship between Contractor and County in connection with the Work. Agreement Therefore, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Scope of the Work: The Work shall be comprised of the following: Contractor shall provide necessary to perform and Contractor's Proposal, a hereto marked as Exhibit reference ("Work"). The software, customizing it manuals and training for all labor, materials and equipment complete the work described in the true copy of which is attached "A" and incorporated herein by this Work includes providing the for County's application; providing the use of the software; warranty; G:\BOBWIP\POLDATA.CON 1 and continuing support services; as described in Exhibit "A" and herein. Software: Contractor will supply County one set of disks of the base software and the customization modifications. The customization modifications shall be in the form of certain "Modules," identified on Exhibit "B" attached hereto and incorporated herein by this reference, excluding Module Nos. 4, 5, 8, 15 and 17 thereon. Contractor will supply County a valid license for the basic software. County will own the customization modifications. Training: Contractor will provide a minimum of ten hours on- site training during the two calendar weeks after the completion of all programming and program installation work to County's designated System Manager, unless that training requirement is waived in writing by County. Documentation (Manuals): For each module, Contractor will provide County "how to" "step-by-step" written instructions after it has customized the software. The instructions will be written to address a person with no experience or competence in computer programming or with the base software, but with general knowledge of personal computer use. At County's sole option, Contractor also will provide County a set of instructions for operations such as adding records, cursor movement, search codes, etc. The parties hereto recognize that the scope of the Work may change. When Contractor believes that the scope of the Work has been changed or that by reason of a decision of County it will be required to redo properly completed Work, Contractor shall immediately advise County of such belief and shall also provide a statement of the maximum additional charges for such work. Contractor shall not be entitled to be paid for any such additional work unless and until County agrees in writing that the scope of the Work has changed and accepts the statement of the maximum additional charges. 2. Contractor's Professional Level of Care: Contractor shall be responsible for the completeness and accuracy of the Work, including all code, supporting data and documents prepared or compiled in performance of the Work, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved Contractor's Work shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Work in a skillful, professional and G:\BOBWIP\POLDATA.CON 2 competent manner and in accordance with the standards of care, skill and diligence applicable with respect to similar work. 3. Time of Performance and Termination: a. Contractor shall commence the Work within one (1) week after the execution of this Agreement. Contractor shall complete the -Work not later than ten (10) weeks after the execution of this Agreement, and, in any event, all Work will be completed in calendar 1997. b. County may terminate this Agreement, in whole or in part, for its convenience upon providing written notice, by delivery or by mail, to Contractor. Upon such a termination, County shall be liable only for Work satisfactorily completed prior to the notice and for unavoidable expenses directly incurred for performance of those parts of the Work which have not been satisfactorily completed, provided that, at its sole option, County may require that Contractor complete particular portions of the Work on a time and reimbursable expenses basis. Upon termination Contractor shall deliver to County all drawings, illustrations, text, data, discs, code and other documents entirely or partially completed, together with all material supplied to Contractor by County. Payment will be due within thirty (30) days after Contractor has delivered the last of the partially completed things, together with any records that may be required to determine the amount due. C. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to County nor shall any payment be made to Contractor for any Work done after December 31, 1997, without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes and the Local Government Budget Law (C.R.S. §29-1-101 et seq.). 4. Compensation and Payment: In consideration of its performance of the Work, Contractor shall be paid the total sum $11,750.00. Payment shall be made in accordance with the following: a. County will pay the sum $1,175.00 as a down payment upon Contractor's commencement of on-site parts of the Work. G:\BOBWIP\POLDATA.CON 3 b. Within thirty (30) days of the acceptance of the Work, County will pay the balance of the contract price. 5. Contractor's Representations: Contractor represents and warrants that it has inspected the computer hardware and software operating system currently in use by County's Road & Bridge Department, and that the Work shall be fully compatible with that hardware and software. Contractor further represents and warrants that it has determined the.nature of the network system currently in use by the County and planned for the Road & Bridge Department, and that the Work shall be fully compatible with and operable on that network system. 6. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Contractor shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, servants and subcontractors during the performance of this Agreement. 7. No Assianment: Contractor understands and hereby acknowledges that County is relying primarily upon the expertise and personal abilities of Dennis Niblack, and this Agreement is conditioned upon his continuing direct personal performance of the Work. Contractor may not assign, subcontract or delegate any part of the Work or of the Agreement to another employee, agent subcontractor, or other third party without County's written consent, which consent County may exercise in its sole discretion. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 8. Ownership of Documents: All code and documents which are prepared in the performance of the Work are copyrighted and shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. G:\BOBWIP\POLDATA.CON 4 9. Insurance: At all times during the term of this Agreement, Contractor shall maintain the following insurance: �.- . _ I MV -1 - General Liability Workers' Compensation Coverage Limits $250,000 per person per occurrence; $600,000 aggregate as required by law All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado. Contractor shall deliver certificates of required insurance to the County within fifteen (15) calendar days of execution of this Agreement by the Board. Before permitting any subcontractor to perform any work under this Agreement, Contractor shall either (1) require each of his subcontractors to procure and maintain, during the life of his subcontracts, insurance which meets the requirements for the Contractor herein, or (2) provide for insurance of the subcontractor in Contractor's own policies in the amounts required hereinabove. 10. Indemnification: To the extent allowed by law, each party hereto shall indemnify the other party for, and hold and defend the other party and its officials, boards, officers, principals and employees, harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the acts or omissions of, or representations by, the indemnifying party. This indemnification shall not apply to claims by third parties against the indemnified party to the extent that the indemnified party -is liable to such third party for such claim without regard to the involvement of the indemnifying party. Contractor acknowledges that County is relying on, and does not waive or by any provision of this Agreement intend to waive, the monetary limitations, or all other rights, immunities and protections, provided by the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as from time -to -time amended or as otherwise available to County, its commissioners, officers and employees. G:\BOBWIP\POLDATA.CON 5 11. Notices: Any notice and all written communications required under this Agreement shall be personally delivered or mailed in the United States mails, first class postage prepaid, to the party to appropriate party at the following addresses: Contractor: Police Data Systems, Inc. Dennis Niblack, President P.O. Box 1501 Glenwood Springs, CO 81602 tel. 970-945-0934 fax [same] 970-945-0934 County: Don Fessler Director, Road & Bridge Department Eagle County P.O. Box 250 Eagle, CO 81631 tel. 970-328-8830 fax 970-328-8839 12. Miscellaneous: a. Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation or family responsibility. Contractor shall require all subcontractors to agree to the provisions of this subparagraph. b. The making, execution and delivery of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This Agreement embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification of, deletion from or addition to the scope of the Work, except by a written document of equal formality executed by both parties hereto. C. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall G:\BOBWIP\POLDATA.CON 6 l be in the District Court in the 5th District for the State of Colorado, and specifically in Eagle County. d. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. of �� `� g COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its ATTEST: arC1101- qP o� BOARD OF COUNTY COMMISSIONERS OLORA� By. _ Jerk to the Board of hnnette Phi"ITips, C airman County Commissioners POLICIE DATA SISTEMS„ INC. By: s NfBlack, President G:\BOBWIP\POLDATA.CON 7 MrM-G.i-.L r Le- • 'iVJ rmull U"mr 1 CLU l.0 muHv & mm i uuG l u-Dennn-Yj r-. 101 jl. L a t a S vis 090 n •s FSO Bca x 1 so 1 t71 _L rl w c:Dp c> d S. p r' fL n g 'S ,,, c tD 81602 Ph<>rlC--/ F atx = 970-945--0934 TO: EAGLE COUNTY ATTORNEY MR. ROBERT LOEFFLER "VIA" TIA, EAGLE COUNTY ROAD & BRIDGE DEPARTMENT FM: DENNIS NIBLACK, PRESIDENT POLICE DATA SYSTEMS, INC. RE: RESPONSE TO YOUR QUESTIONS SUBMITTED 24 APRIL 97 HERE ARE. THE PARTICULARS TO ASSIST IN THE WRITING OF THE CONTRACT. I•M MORE OR LESS AGREEABLE TO ANYTHING YOU WISH TO SUBMIT. I WORK VERY HARD AT MAKING PEOPLE ACCOMPLISHED AT THIS PROGRAM, I KNOW CHANGES AND PROBLEMS OCCUR. AND I TRY MY BEST TO KEEP FOLKS HAPPY WITH MY SERVICES. I ONLY ASK A FAIR SHAKE IN RETURN. #1: THIS PROGRAM IS A DATA BASE ENGINE WRITTEN AND DESIGNED BY MACON SYSTEMS AND POLICE DATA SYSTEMS. IT IS A COMPILED PASCAL PROGRAM. COPYRIGHTED IN THE UNITED STATES. I TOOK PART IN ITS DEVELOPMENT IN 1983, AND HAVE BEEN AT IT SINCE THAT TIME. YOUR SYSTEM WILL CONSIST OF ONF SFT OF MAJOR SOFTWARE APPLICATION CODE. FROM THIS CODE THE "MODULES" WILL BE INDEPENDENT FILES RUNNING ALL WITHIN, OR UNDER THIS PROGRAM CODE. WHILE YOU WON'T FIND OUR SOFTWARE ON A "SHELF", IT IS A RECOGNIZED DATA BASE, AND IT IS A SUPERIOR PRODUCT. WE MARKET AS VERTICAL APPLICATIONS VS. OFF THE SHELF RETAIL. YOU WILL HAVE ACCESS TO THE SOURCE CODF TN AS FAR AS MAJOR FILE RESTRUCTURING GOES, BUT NOT THE COMPILED LIBRARY CODE WHICH IS NOT AT ALL NECESSARY TO PERFORM ANY FUNCTION. #2: YOU WILL OWN WHATEVER I DEVELOP. YOU WILL OWN YOUR OWN SET OF DISKS AND REGISTERED VERSION. YOU WILL DICTATE TO ME AT ALL TIMES HOW YOW WANT THESE MODULES TREATED. I IN TURN WILL SHOW (TIA) HOW TO ACCESS THE CODE(S) TO MAKE WHATEVER CHANGES SHE SO DESIRES. THERE IS NO "BACK DOOR", AND NOBODY WILL BE LOCKED OUT OF ANYTHING VIA A "SECRET" PASSWORD. YOU WILL BE PURCHASING ONE STAND ALONE MODULE. IF YOU LATER SWITCH OVER TO A NETWORK, THIS WILL BE CONSIDERED AN UPGRADE AND PRICED AS SUCH. SEE #15. #3: I CAN START ANYTTMF.. AFTER THE 25TH OF MAY, AND I ESTIMATE I WILL BE WORKING AT THIS FOR BETWEEN SIX TO EIGHT WEEKS IN 1-3 DAY SHIFTS. SOME OF THESE WILL INCLUDE SATURDAYS. 4jo Hrgir i4 � • •• . - .-w _ _ _ . __ _ _ . . I- ...0 I wml O "I\ 1 LUL l U JGOOOJ7 r. YJG #4: WARRANTY IS ONE YEAR FREE FROM DEFCCTS AS FAR AS THE OPERATING CODE GOES. AS LONG AS YOU STAY WITHIN AN MS-DOS OR WINDOWS95 ENVIRONMENT THIS WILL NOT AFFECT THE WARRANTY. I CANNOT BE HELD RESPONSIBLE IF YOU SWITCH OVER TO AN OPERATING SYSTEM THAT IS NOT COMPATIBLE WITH THESE TWO ENVIRONMENTS. IF YOU CHANGE HARDWARE. I CAN ASSIST WITH THE FILE TRANSFER, BUT IT WILL BE THE EXACT SAME UUUL ANU FILE STRUCTURE THAT YOU WERE USING ON YOUR OLD MACHINE, AND THEREFORE, THERE SHOULD BE NO PROBLEMS IN THE TRANSFER. I WILL FIX ANY AT -FAULT PROBLEMS DURING THE FIRST YEAR AT MY EXPENSE ASAP. I WILL ATTEMPT TO FIX NON -FAULT PROBLEMS DURING THE FIRST YEAR THE bE:S'l I CAN FREE OF CHARGE IF I CAN DO THIS AT NIGHT OR ON THE WEEK -END. ANY NON -FAULT PROBLEMS FIXED DURING THE DAY WILL BE CHARGED $65 PER HOUR. IF YOU CHANGE PRINTERS FROM DOT MATRIX TO INK JET OR VICE -VERSA, THERE WILL NEED TO BE SOME CODE CHANGES, AND I WILL DO THIS IF WE CAN DO IT AT NIGHT OR ON THE WEEK -END FOR FREE. I WILL CHARGE IF YOU REQUIRE THIS DURING THE WEEKDAY. I WILL SET ALL CODES TO THE EQUIPMENT IN PLACE DURING THE INITIAL INSTALLATION. NOTE: I WILL WORK WITH YOU ANY WAY I CAN. I ONLY ASK THAT I BE TREATED FAIRLY. IF I CAN HELP AND IT DOES NOT COST ME ANYTHING, THEN I WONT CHARGE ANYTHING, IF IT DOES, THEN I HAVE TO CHARGE. I HAVE AN EXCELLENT COMMON SENSE APPROACH TO COMPUTING, AND I HAVE HELPED HUNDREDS OF PEOPLE PERFORM THEIR WORK MORE PROFICIENTLY ON THE COMPUTER. I WILL MEET MY CONTRACT WITH YOU, AND IF I CAN HELP OUT ON TOP OF THIS I.WILL. WITH COMPUTERS COMES COMPUTER PROBLEMS, AND NOT ALL OF THEM WILL BE MINE. #5- THIS SYSTEM DOES NOT NEED WINDOWS95 TO WORK. IT WILL WORK ON ANY STANDARD RUN OF THE MILL MS-DOS MACHINE WITH 512KB OF RAM AS A MINIMUM UNDER MS-DOS VERSION 3.X OR HIGHER, AND A HARD DISK. A HARD DISK IS MANDATORY. YOU MAY HAVE AS MANY RECORDS IN YOUR FILES) AS THERE IS ROOM ON YOUR HARD DTSK. THIS DATA BASE WILL WORK WITH WINDOWS95. IF MEMPHIS IS COMPATIBLE WITH WINDOWS95, THEN THIS SHOULD NOT BE A PROBLEM. MI 1N G`1 - 1_� ZI 1 L r- - ".1. 1 1CUI 1 UP91C1" 1 CLL -u ICU19L o. DIC 1 LUC I U J4000J7 i. VJ.J #6: GRAPHICS - MY PROGRAM DOES NOT GENERATE GRAPHICS PER SE. IT WILL GENERATE DATA IMAGES, BUT THESE ARE NOT PART OF THIS PACKAGE. IN DISCUSSING GRAPHICS, I POINTED OUT THAT TIA WILL NEED EITHER AN MS-DOS BASED GRAPHICS PACKAGE SUCH AS GRAPH -IN - THE -BOX, OR ACCESS, PLUS AN ADVANCED DOT MATRIX PRINTER, OR BETTER STILL AN INK JET TYPE PRINTER. GRAPHICS ONLY COME INTO PLAY WHEN TIA WILL PRESENT DATA ANALYSIS COLLECTED FROM THE DATA BASE ITSELF. IT IS NOT AN ACTUAL PART OF THE PROGRAM. #7: I HAVE PROVIDED TIA WITH A LIST OF MODULES AND WHAT THEY DO. IN SUPPORT OF HOW I WORK, YOU MAY WRITE THE CONTRACT SO THAT IT READS THAT YOU DO NOT HAVE TO PAY ME A DIME IF TIA IS NOT SATISFIED WITH THE MODULES WE AGREED UPON. IF NECESSARY FOR YOU, I CAN RE -SUBMIT A LIST OF THE MAJOR MODULES AND THEIR FUNCTIONS. LET ME KNOW, EITHER WAY IS FINE BY ME. #8: I SUPPORT 24 HOURS PER DAY, SEVEN DAYS PER WEEK. THIS INCLUDES THREE PHONE LINES, MY CELLULAR INCLUDED. AND I DO LEAVE CONTACT NUMBERS WHEN I AM OUT OF TOWN. HOLIDAYS INCLUDED, #9: ANY MODEM WILL DO. I SUGGEST THE LATEST POSSIBLE AS FAR AS TECHNOLOGY PROVIDES AS I HAVE FOUND MODEMS TO BE TYPICALLY SLOW. I DO REQUIRE PC -ANYWHERE FOR REMOTE OPERATIONS IN CASES WHERE I AM REQUIRED TO ACCESS EAGLE'S COMPUTER. #10: I AGREE TO PROVIDE ALL CHANGES AND "FIXES" THROUGHOUT THE FIRST YEAR OF INSTALLATION. I ALSO AGREE TO CREATE THE 1997 / 1998 END OF YEAR FILES FOR THE 1998 CALENDAR YEAR, INCLUDING ANY ADDITIONAL CHANGES REQUESTED AT THAT TIME. AFTER THE FIRST YEAR ANY OTHER RELATIVE MINOR CHANGES THAT T CAN MAKE.. VIA THE PHONE OR MODEM, I WILL MAKE FOR FREE AS LONG AS THEY DO NOT "UPSET" ANY PROGRAM CODE. IF THIS TAKES ADDITIONAL TIME AFTER THE FIRST YEAR, I WILL PERFORM THEM ON A PFR -.TOR BASIS ON A PRICE AGREED UPON BY TIA AND MYSELF. #11: MY PARTICULAR BRAND OF DOCUMENTATION CONSISTS MORE OF A "HOW TO" "STEP-BY-STEP" SET OF INSTRUCTIONS THAT I CANNOT WRITE UNTIL I HAVE CUSTOMIZED THE CODE TO MEET TIA"S REQUIREMENTS. YES, I HAVE A 450 PAGE MANUAL THAT YOU MAY HAVE IF YOU SO REQUEST ONE, BUT UNLESS YOU ARE A PROGRAMMER, THEN IT REALLY SERVES NO USEFUL PURPOSE TO PROVIDE ONE. I COULD PROVIDE TIA WITH A SET OF INSTRUCTIONS FOR VARIOUS OPERATIONS THAT WILL EXIST IF THIS HELPS, SUCH AS, ADDING RECORDS, CURSOR MOVEMENT, SEARCH CODES, ETC.. BUT I HAVE FOUND OVER THE YEARS THAT WITH THE RIGHT COMBINATION OF STEP-BY-STEP INSTRUCTIONS AND TRAINING, YOU CAN RUN THIS PROGRAM WITHOUT EVER READING ANY OF THE BOOK. YOU CAN CHECK MY REFERENCES ON THIS. I"M NOT OUT TO GET ANYBODY ON THIS POINT. I CAN PROMISE THAT EACH MOnuI, F CREATED WILL HAVE A SET OF INSTRUCTIONS THAT DOVER ITS BASIC OPERATING PARAMETERS, PLUS I WILL PROVIDE MAJOR STEP OPERATION GUIDELINES FOR THE FOUR MAJOR MODES OF OPERATION. PLEASE LET ME KNOW IF THIS SATISFIES YOU. IF NOT, PLEASE LET ME KNOW WHAT ELSE I CAN PROVIDE. _ . ___ __ ._ .......... �. ,.,�..,...._ .JGVUW1J r . VY #12: I CAN ESTIMATE ONLY, BUT I ESTIMATE THAT I WILL BE SPENDING AT LEAST 40 HOURS AT EAGLE PROGRAMMING. OF THAT 40 HOURS, AT LEAST HALF WILL BE SPENT WITH -THOSE WHO WILL BE ENTERING DATA IN "HANDS-ON" TRAINING. TIA WILL BE CONSIDERED SYSTEM MANAGER, AND I MILL BE SPENDING AT LEAST 5 INITIAL HOURS W11H HER GO:LNG OVER MODES, MACROS, CALCULATIONS, BROWSE STRINGS, AND OTHER ADVANCED FUNCTIONS. NORMALLY, I RELY ON THE LOCAL SYSTEMS MANAGER TO TRAIN THE ENTRY LEVEL OPERATORS AFTER I HAVE LEFT. IN AUU111UN, I FORESEE TWO, HOUR LONG MEETINGS WITH TIA, MR. FESSLER, AND BRAD GOING OVER DATA REQUIREMENTS. FURTHER, I WILL BE MEETING WITH TIA FOR AN ESTIMATED TWO TO FOUR HOURS OF QUESTIONS AND ANSWERS ALLOWING ME TO INCORPORATE THE PROPER PROGRAM LOOPS TO BEGIN DATA MODULE DEVELOPMENT. #13: ONCE I START INITIAL INSTALLATION, I WOULD LIKE TO SUBMIT A VOUCHER FOR 10% OF THE CONTRACT PRICE. IF IT IS YOUR DESIRE TO PAY IN THREE ADDITIONAL PAYMENTS, THEN I WOULD LIKE THOSE TO BE ONE EVERY FOUR TO SIX WEEKS. OR IF YOU WOULD LIKE, HOLD OFF ON ANY PAYMENT AT ALL UNTIL TIA AND I ARE FINISHED WITH INITIAL PROGRAMMING. AT THAT TIME, IF SHE INFORMS YOU THAT I HAVE MET MY CONTRACTUAL OBLIGATIONS TO HER SATISFACTION, THEN YOU CAN PAY ME THE ENTIRE CONTRACT PRICE. IF I HAVE FAILED TO MEET MY CONTRACTUAL OBLIGATIONS, THEN YOU PAY ME NOTHING. IN THAT EVENT, I WILL ERASE ALL OF MY WORK, AND ALL MATERIAL RETURNS TO MY POSSESSION. #14: ANY MS-DOS BASED COMPUTER SYSTEM WITH A HARD DISC WILL WORK AS LONG AS YOU HAVE A MINIMUM OF 51'2KB OF RAM. AND MS-DOS VERSION 3.X OR LATER. IF YOU HAVE WINDOWS95, THIS PROGRAM WILL WORK IN THAT ENVIRONMENT ALSO. IF FOR SOME REASON THIS PROGRAM DOES NOT WORK ON YOUR COMPUTER YOU MAY CONSIDER MY PROPOSAL NULL AND VOID AND PAY ME NOTHING. #15: THIS PROGRAM WILL WORK ON ANY STANDARD NETWORK, I.E., NOVELL, ETC., AND CAN HAVE UP TO 255 USERS. IT CAN ALSO BE UTILIZED IN A WAN WITH PROPER COMMUNICATIONS SETUPS. PLEASE LET ME KNOW IF YOU NEED ANYTHING FURTHER FROM ME. I CAN BE REACHED DURING TNF DAY AT 945-6111 OR 945-0934, THANKS. DENNIS NTBLAG APRIL 24, 199 TQTAL P.04 A EAGLE COUNTY COUNTY ATTORNEY'S OFFICE 970-328-8685 Memorandum To: Tia Benedict From: Robert Loeffler Re: Software Contract Fax 328-5219 Date: April 24, 1997 It is a little hard from this quote to understand exactly what is being proposed; I guess you had to have been at the demonstration. I have these questions: 1. What is this software? Are the "modules" just "files" in one particular program, or multiple programs? Are the "modules" custom applications of "shelf' software? If it is "shelf' software, what software? It should be included as part of the package. 2. To the extent something is customized, program or file application, who owns it? The County? If the County does not own it, (a) is the operating code available and (b) how many licenses is the County acquiring? 3. Date to start work seems important. Also a date to finish. 4. What is the warranty? Warranty for defects in materials & workmanship. Warranty of performance. What is the effect of changes in your hardware on the warranty? Change in Operating System? 5. Does this require Win95? (It appears to.) Do you have it? Will it work on "Memphis"? (That supposedly will come out the end of this year or next and, one hopes, will "cure" the multitude of problems with Win95.) 1 (f 1 6. Identify the graphics package required. Better yet, include it in this purchase, and that way he is responsible for providing the version that he claims works. Ditto, Excel. 7. I think you have to define the function and performance of each of the "modules" to be provided. Otherwise, you will never know whether you got what you were supposed to. You cannot contractually identify it by the demonstration. 8. The Support phone. Is that 24 hrs/day, 7 days/week, Sundays/Holidays included? Needs a bit more definition. 9 Identify the modem and communications software required for modem compatibility for support. 10 Does support include software/module "fixes," revisions, updates? For how long? 11. A promise of documentation "as needed" is worthless. What documentation will you get. 12 Define the training with particularity: # of people trained, the specific subjects of the training, the # of hours for each subject, one-on-one versus lecture, etc. V 3 Is the price 10% down with 3 equal payments of the balance? When are those 3 payments to be made, other than within 6 months. When is the down payment made? Contract should specify the recommended hardware requirements for your system, otherwise he can say it doesn't work because of your hardware. Remember, your hardware is going to change many times over the life of the software. 15 Will this work on the County network? Hard to believe, but you will be on it soon. Given the price here, a simple contract is all that is required and I think the contractor has the right approach. But you need more details. If I get them, I can draft something for you. Call me with questions/comments. 2 PcZ icrz Dates. Sy��asrn�• r = nc •. PO Bo x 1 5 1 C1PnwocDd S0 r- i n cgs, CO 81602 PhC:)n.t—__/Faax = 970-945-093 + TO: EAGLE COUNTY ROAD AND BRIDGE ATTN: MR. BRAD HIGGINS MR. DON FESSLER -MS. TIA BENEDICT . RE: QUOTE FOR SERVICES / SOFTWARE CUSTOMIZATION 10 MARCH 97 Please accept the following as a quote for services, software, and training, in accordance with the Road & Bridge demonstrations I provided for you. GENERAL CONDITIONS AND FACTS: 1: The software modules we agree to will be customized to meet your specifications on a module by module basis. 2: The following Modules will be included in this quote: MAIN FILE, MAJOR PROJECTS FILE, BUDGET FILE, REVENUE FILE, EMPLOYEE FILE, ROAD INDEX FILE, ROAD TRAFFIC COUNT FILE, ROAD SURFACE PROJECTION FILE, VEHICLE INVENTORY FILE, GENERAL INVENTORY FILE, HIGHWAY USER ROAD SEGMENT FILE, MINOR STRUCTURES FILE, BUSINESS CARD FILE, PHONE LOG FILE, VENDOR BIDDING FILE, ASPHALT PROJECTION FILE, CHIP SEAL, SEAL COAT, GRAVEL PROJECTION FILE, & THE COMPLAINT FILE. 3: It is accepted that any OTHER new file application module that is suggested will be created by PDS, customized, and implemented along with all other modules in #2 above. 4: The work involved will be in three stages; 1. Major engine and module installation 2. Major customization and re -programming 3. Minor adjustments and changes 5: SUPPORT FOR THE FIRST YEAR -- Support will be as follows: free phone support seven days per week. On-site support will be performed anytime for FREE AFTER HOURS during the week, and any time during the week -ends. Emergency on-site support during the week will be performed as soon as I can get there AFTER clearing with Garfield County. MODEM support will be provided FREE at any time needed provided we are compatible. AFTER THE FIRST YEAR -- Phone support will remain free, MODEM support will remain free, ON-SITE support will be performed at a rate of $65.00 per hour, provided that the fault ig not directly mine. This will include any desired changes to existing modules AFTER THE FIRST YEAR. AFTER THE FIRST YEAR - Creations of additional files that were not considered within this quote will be created on a per -job basis with price to be decided upon by both parties. 6: Documentation will be provided as needed. Training will consist of several scheduled visits during the week. Training will also consist of explaining the gathering and reporting of all statistics. 7: It is my estimation that a project of this size will take between four and eight weeks to reach full operational completion of all modules via several visits. The initial installation and customization should be performed during a min. three day stay. If it is better for Eagle County this can be done on a week -end when things are more quiet. 8: Eagle County will need at least one HP color ink jet or laser printer and a graph package or microsoft excel running off of Windows95 to produce the sample graphs you saw. I will ask for 10% of the total contract price up front, with the remainder to be submitted only upon acceptance of the modules -by Eagle County. I will re -pay the 10% money MINUS my expenses for the first three days in Eagle should your personnel find the modules NOT capable of supporting your department. Scheduling will be at the convenience of Eagle County. The TOTAL contract price for this entire project will be the sum of $11,750.00. I would be glad to consider the 10% and three equal payments should you so desire to be paid within six months from the installation date. If I can be of any further assistance, or answer any additional questions, or even meet with any of Eagle County's personnel, please do not hesitate to contact me. Respectful y, Lk4A - 7 Dennis Niblack _ REFERENCES ATTACHED THIS QUOTE IS VALID FOR THE NEXT 45 DAYS. F, car13 LC::; -z-- Oette. -0-Sy-.t-- c--mls�» p o. 1 S O 1 2 4-1 0 81602 TO: EAGLE COUNTY A11ORNEY MR. ROBERT LOEFFLER FMc OENNI� NIBLACK, PRESIDENT POLICE DATA SYSTEMS, INC. HE" OUR CONVERSATION THIS MORNING - MAY 7, 1997 07 MAY 97 HERO ARE THE MODULES TTA AND I I'ALKED ABOUT INSTALLING. EXHIBIT "B" (MODULE #1): MAIN ROAD ANIS BRIDGE MODULE: THIS MODULE WILL TRACK ALL TIME INVESTED BY THE EMPLOYEES OF THE FAGLE COUNTY ROAD AND SRIOGE DEPARTMENT. TH25 INCLUDES THEIR HOURS OF WORK, THEIR RATE OF PAY, WHERE THEY PERFORMED THE WORK ;THE ROAD, PROJECT, ETC.). THE WORK CODE THEY PERFORMED THE WORK UNDER (TO BE ESTABLISHED BY EAGLE COUNTY & TABLED BY ME), THE TOTAL, PAY FON EACH ENTRY AT THAT POINT, THE UNIT THEY USED TO PERFORM THE WORK. ITS UNIT COST, AND ITS TOTAL ON THIS ENTRY. THIS ZIMCLUUE6 SICK, VACATION, COMP TIME, AND OVERTIME. THIS MODULE ALSO TRACKS ALL INVOICES, THE VENDOR, THE VENDOR NUMBER, THE UAla OF THE. INVOICE, THE INVOICE NUMBER, THE DESCRIPTION OF THE .ITEM PURCHASED, THE; "SHOP" OR "DIVISTON" OR "PROJECT" WITHIN ROAD & BRIDGE WHERE THE PURCHASE TS ALLOCATED TO, ITS AMUUNT OF COURSE, AND ANY PARTICULAR ROAD OR LINIT NUMBER CHARGED TO ]HIS INVOICE. THIS MUUULf ALSO TRACKS ALL. WORK ORDERS, BUT I UNDERSTAND THAT THERE IS A WORK ORDER SYSTEM IN PLACE CURRFNTLY, SO I WILL DEFER TO THE SYSTEM IN PLACE AT THIS TIME. THIS MODULE ALSO TRACKS THE BUDGET LINE ITEMS ON A SINGLE LINE ITEM BASIS. IT WILL AUTOMATICALIY "ASSIGN" PURrWASr-s AND TIME CARD CHARGL6 TO THE APPROPRIATE LINE ITEM, AND TRACE: THESE EXPENDITURES AGAINST THE ALLOCATED RFVENLIES GIVEN AT THE BEGINNING OF THE YEAR, FURTHER, THIS MODULE WILL "PROJECT" BUDGET ALLOCA'1IUNS FOR THE UPCOMING YEAR AT BETWEEN 1-3 DIFFERENT PERCENTAGE LEVELS. THIS IS ALSO DONE AUTOMATICALLY AS THE YEAR PROGRESSES. THIS ALLOWS THE OPERATOR TO PERFORM BASE- LINE AND PRUJECTION.FIGURES FOR ALL LINE ITEMS FOR BUDGET DESIGN PURPOSES. (MODULE #2): EMPLOYEE FILE THIS MODULE WELL 'TRACK THE GENERAL PHYSICAL DESCRTPTION OF -EACH EMPLOYEE, H1S OR HER MAILING ADDRESS AND PHONE NUMBER, THEIR DATE OF HIRE. THEIR POSITION NAME. THE --R FAG.F COUNTY GRADE OR STEP. AND TIICIR RATE OF PAY. THIS MODULE WILL THEN CALCULATE BASED UPON STANDARD COUNTY PAY APPLICATIONS (NORMALLY 2.080 Ijr,S HER YEAR), OR (173.34 NRS PER MONTH), THE POSITION COSTS. INCLUDING BENEFITS. THIS HELPS TN FTGI.IRING BUDGETS. AND ASSISTS IN ;ONTACTING EMPLOYEES, OR ANY NUMBER OF APPLICATIONS, (MODULE. AFD ) : MAJOR PRUJECTS THE. M.AO'GR PROJECTS FILE WILL ALLOW THE OPERATOR TO TRACK ON A WEEKLY BASIS All WQHK PERFORMED ON MAJOR PROJECTS AS ASSIGNED BY THE EAGLE COUNTY ROAD DIRECTOR, THIS MODULE WILL "PULL" ITS DATA MANHALLY FROM MODU-"#F 1 , AND WILL ALLOW FOR A ULOSER SYNOPSIS AND C.ALUULATION OF ANY MAJOR PROJECT. RULE #4): PERMITS THIS MODULE W CE ANY PERMITS THAT TH BOARD AT THIS TIME. ALL EXPENSES ASSOCIATED I ITS, AND TRACK ACCO OR THE VENDORS. 1_E #5): SOLID WASTE MAIN MODULE ((THIS MODULE OrdaL AND MAY NOT BE DESIRED B T THIS MUDULE WILL TRACK ALL ME AT THE LANDFTIL., IT WILL ' ALSO TKAL .. CING AND BUDGE AS PERFORMED IN C� (MODULE 46): ROAD INDEX FILE THIS MODULE WILL TRACK ON COMPUTER EVERY [`0UNTY ROAD. THIS INC:LLJ0E5 THE ROAD LENGTH, THE MAINTAINED LENGTH, THE SECTION. TOWNSHIP AND RANGE OF ITS BEGINNTNr (FTTNER END), ITO CCNCRAL AREA OF LOCATION, FIVE POINTS OF INTEREST, AND FOUR INTERSECTING ROADS FOR IDENTIFICATION. THIS MODULE WILL ALSO TRACK NAME/NUMBER OR NUMBER/NAMED ROADS AN -D WILL PRODUCE LISTS ASSOCIATED WITH THEIR iNVENTnRIES, (MODULE #7)t THE( GHWAY USFRS INDEX ROAD FILL. THIS IS A COMPUTERIZED VERSION OF THE HUR AS ASSIGNED BY THE STATE OF rnLORADO. FURTHER, PDS, INC.. WILL WITH THE AID OF EAGLE. COUNTY ASSIGN A COUNTY COMMISSIONER TO EACH ROAD IN THEIR DTSTRICT. THIS THEN WILL ALLOW THE ROAD AND BRIDGE DEPARTMENT TO KC -EP A COMPIJTERIZED LISTING OF ROADS BY 5EGMENI TYPE UNDER SEVEN CATEGORIES. PAVED VS GRAVEL VS PRIMITIVE VS CHIPS. PRIMARY ARTERY VS SECONDARY ROAD, AND GOOD/FAIR/POOR CONDITION, THIS INCLUDES LENGTHS OF EACH SEGMENT. CAGLE COUNTY WILL ASSi:$T IN THE INPUT OF THESE ROADS AS THEY ARE TIME CONSUMING. AND PDS MAY EN -')URE AFTER SIGNIFIC:ANI TRAINING THAT THE EAGLE COUNTY STAFF CAN F'TNISH THE INPUT IF POS DOCS NOT HAVE THE TIME UNDER THE CONTRACT. 10�'T E #13): VEHICLE INVENTORY ODULE WILL TRA t= EAGLF C:OUNiY ROA MENTS FLEET TNV E. MODEL. TYPE OF DATE OF PURCHASE, VENDOR AN #. (MODULE 4-9): GENERAL TNVENTORY THIO MODULE WTI I. TRACK ALL OF EAGLE COUNTY ROAD AND BRIDGE DEPARTMENT'S GENERAL INVENTORY ITEMS INCLUDING EAGLE COUNTY ASRI:GNED INVENTORY ITEM NUMBERS ALONG WITH DE5CRIPTIUNS OF ALL ITEMS. DATE OF PURCHASE AND PURCHASE PRICE ALONG WITH VENDOR DATA. (MODULE #1 0) : T*IIL blUCCiET FILE Tiflis rlLE TRACKS ALL OF THE LIVE ITEM EXPENDITURES ON A YEAR RY YEAR, BASIS. i'HiS )INCLUDES ALLOCATED AMOUNTS COMPARED TO EXPCNDITURFS AND THE DIFFERENUE, THIS ALLOWS FOR A GOOD BASE LINE HELP IN 'WRITING UPCOMING BUDGETS. (MODULE #11): THE REVENUE BILE THIS FILE ]RACKS ALL PROJECTED REVENUE LINE ITEMS ON A YEAR DV YEAR BAyiS AS IN MODULE 410, AGAIN FOR THE PURPOSES OF WRITING FUTURE BUDGETS. (MODULE #17): THE PHONE ROLODEX THIS MUOULE WILL ALLOW 'THE OPERATOR TO KEEP AND TRACK EACH COMPANY, CONTACT PERSON, PHONE NUMBER, ADDRESS, FAX. 800 #, DATA INFORMATION, CROSS REFERENCINrr, DATA, AND MTgC. DATA. AS DESIRED FOR ANY NAME SO DESIRED. l (MODULE #13)v THE ROAD FILE THTC; rrLc WILL TRACK GATES AND PLACES OF RE—SURFACING AND WILL GENERATE A LIST BASED UPON A YEAR—CALL METHOD OF WHEN THE SAMF surrACE AREA NEEDS RE-UUNk, THIS FILE WILL ALSO TRACK ALL TRAFFIC COUNTS FOR A SPECIFIC ROAD. IT CAN TRACK ALL MAJOR CULVERTS IF SO DESIRED. Tr CAN ALSO TRACK ALL MAJOR BRIDGE DESIGNATIONS IF SO DESIRED. NOTE: I UNDERSTAND THAT EAGLE COUNTY HAS ITS OWN TRAFFIC COUNT SYSTEM IN PLACE AND THAT THIS MAY NOT BE DESIRED. (MOCIUL.E #14) : THE TRAINING FILE THIS FILE WILL, TRACK EACH INDIVIDUALS TRAINING, WHAT WAS TAUGHT, WHERE, HOW MANY HOURS, SCORES IF APPLICABLE, FOR ALL TRAINING RECEIVED BY ANY ROAD AND BRIDGE DEPARTMENT EMPLOYEE. 15): THE ROAD BOND FILE IF EAGLE- COUNTY RFDUIRfES USER OF EAGLE PROVIDE AND KEEP AN ArTIVE E) IS FILE WILL . TA CONCERNING THESE BONDS. tMODULE #16): THE MINOR STRUCTURE FILE THIS r'IL': WILL TRACK ALL. MINOR STRUCTURES AND LARGER CULVERTS LOCATFn IN EAGLE COUNTY, THIS IS AN INFORMATIONAL ONLY FILE AND MAY NOT BE DESIRED BY EAGLE COUNTY. LE #17): THE WEED FILE THIS FILE WXLL TRAC: SPRAYED ON A COMMERCIAL. 6 NOXIOUS WEED THE AREA SPRAYED, , COST, AND THE VENDOR APPLYI HIS FILE IS DNA!_ (MODULE 418): THE CONVERSION FILE THIS FILE ALLOWS THE ROAD AND BRIDGE DEPARTMENT TO QUICKLY CALCULATE SQUARE FEET, YARDS, CUBIC FEET. YARnA, Arco r,Re.VEL. AND 3'JRFACE QURCNili,LES FOR UPCOMING PROJECTS, SINCE MANY FCRMULAS EXIST IN THIS ENDEAVOR, PDS. WILL INCORPORATE THE FORMULAS DESIRED BY EAGLE COUNTY IF THIS FILE IS SO DESIRED. THIS FILE FUNCTIONS AS A "QUICK" ESTIMATOR ONLY. ITS Acrl,1RACY IS APPROXIMATE ANU SHOULD BE USED ONLY AS AN ESTIMATOR AND USES ANY NUMBER OF STANDARD CONVERSION FORMULAS. IT DOES ALLOW FOR QUICK RET'CRENUh. 'CONTRACT NOTE(S)- ANY Mnl?UL_E NUMBER "X" OUT WILL NOT APPLY TO THIS UUNTRACT, THE INCLUSION OF THE MODULES WILL, BE DETERMINED BY DON, BRAD. AND TIA AT THE EAGLE COUNTY ROAU AND BRIDGE DEPARTMENT. ANY ADDITIONAL MODULE SU UESIRED WILL BE COMMUNICATED TO PGS. THIS DAY By TIA, AND A TYPED DESCRIPTION WILL BE FORWARDED TO MR- LOEFFLER THIS DAY FOR INCLUSION INTO THIS CONTRACT, PDS WILL. WARRANT THAT ITS SOFTWARE WILL WORK ON TIA`S COMPUTER, PDS HAS CONTACTED MR. DAVE HOLMCREN OF THE EAGLE. COUNTY DATA PROCESSING CENTER THIS DAY. MR. HOLCREN RELATED THAT THEti' USE NOVELL FOR rIICIR NETWORKING. PUS IS ALSO A NOVELL RESELLER. AND WARRANTS THAT THEIR SOFTWARE WTIA_ FUNCTION JUST F -INC ON THE EAGLE COUNTY NOVELL NETWORK. PLEASE NOTE CONDITIONS TO THIS: IF EAGLE COUNTY SO DESIRES, iT WILL HAVE TO PURCHASE THE PDS MULTI USER VERSION TO r.NABLE SEVERAL. USERS TO UTILIZE ANY Uf THE ABOVE MENTIONED MODULES SIMULTANEOUSLY. THE COST FOR THIS VARIES AS TO HOW MANY USERS .ARE PLANNING ON USING THE SYSIEM AND IS DIVIDED UP BETWEEN 5 USERS, 10 USERS, 16 USERS, 50 USERS, OR 250 UJERS. THE PRICE OF COURSE IS MORE FOR THE LARVER VERSION ENGINES. PLEASE CALL FOR A PRICE QUOTE WHEN YOU ARE READY TO INSTA1.1_ THE NETWORK IF YOU SO DESIRE ONE. NOTE_ EVEN THOUGH TIA WILL BE ON A NOVELL NETWORK, SHE CAN STILI. FUNCTION AS A STAND ALONE UNIT OFF OF HER OWN INOTVT.DUAL HARD DISK. AND STILL VET THE BENEFIT OF HAVING ACCESS TO THE EAGLE COUNTY NETWORK. ITS VERY SIMPLE AND WILL SAVE YOU MONEY, OTHERS JUST WON'T BE ABLE TO AVXL_SS THE FILES IS ALL. THE ONLY REASON YOU WILL WANI TO GO MULTI USER IS IF SOMEONE AT ANOTHER 'WORK STATION WOULD WANT TO ACCESS TIA`S Fi-LES. WF MOULD THEN NEEn TC RLUULATE VIA PASSWORD THE ACCESS TO THE FILES. THE SAME IS TRUE yF THE EAGLE COUNTY ROAD AND BRIDGE DEPARTMENT WANTED SEVERAL WORK STATIONS ON-LINE FOR MULTTPLE DATA INPUT OF THE MODULES IN—HOUSE. IF THIS IS THE CASE. THFN THE EAGLE COUNTY SYSTEMS OPERATOR WOULD NEED TO ASSIGN A USER—GROUP TO ROAD AND BRIDGE, AND !NSTALL THE POS MULTT VFRATO N ON THE 51!RVER, I WOULD ASSIST IN THIS UPLOADING AND CONVERTING, I WOULD NOT ASSUME RESPONSIBILITY FOR ANY WORK ON THE EAGLE COUNTY SERVEAOFF LL OF THE ROAD AND $RIDGE DATA -AT THAT POINT WOULD THEN OREQ ON THE EAGLE COUNTY S;RVER. THE PDS ENGINES TAKE UP ABMB OF SPACE, AND THE FILES VARY BETWEEN 200K8 AND 115M6PACE (EACH)FOR EACH YEAR ON—LINi:. DENNIc;-"NIS POLIO OAT CK, PRESIDENT SYSTEMS, INC. MAY i, 1997 IUIHL r.Ub