HomeMy WebLinkAboutC19-340 Accreditation Audit Risk Management1
Eagle County General Services Final 5/14
AGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
ACCREDITATION, AUDIT & RISK MANAGEMENT SECURITY LLC
FOR WEB-BASED TECHNICAL SERVICES ON BEHALF OF THE NATIONAL INSTITUTE FOR JAIL
OPERATIONS
THIS AGREEMENT (“Agreement”) is effective as of the first day of August, 2019 by and between Accreditation,
Audit & Risk Management Security LLC (“AARMS”) a Software as a Service (hereinafter “Contractor”) and Eagle
County, Colorado, a body corporate and politic (hereinafter “County”).
RECITALS
WHEREAS, AARMS currently provides users with access to a variety of online resources, including various hosted
communications tools, auditing systems, productivity and corrective action tracking software, personalized content and branded
programming through its network of properties (the "Service"), which shall occur at the Eagle County Jail, 885 Chambers Ave,
Eagle, CO 81631 (the “Property”); and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the Services as defined below in paragraph 1 hereof; and
WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the
Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as
follows:
1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials
necessary to perform and complete the services or work described in Exhibit A (“Services” or “Work”) which is
attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Contractor agrees to commence furnishing the Services no later than August 1, 2019 and in
accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then
Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable
standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to
properly and timely perform the Services.
b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit
A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement
shall prevail.
2. County’s Representative. The Sheriff’s/Corrections Department’s designee shall be Contractor’s contact
with respect to this Agreement and performance of the Services.
3. [Deleted].
4. Extension or Modification. This Agreement may be extended subject to Paragraph 1 of Exhibit A. Any
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amendments or modifications shall be in writing signed by both parties. No additional services or work performed
by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written
authorization and acknowledgement by County for such additional services in accordance with County’s internal
policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or
implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched
by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any
increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by
County for such additional services is not timely executed and issued in strict accordance with this Agreement,
Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in
non-payment for such additional services or work performed.
5. Compensation. County shall compensate Contractor for the performance of the Services in a sum
computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not
exceed $3150.00 Implementation Fee plus $225.00 per month for Monthly Access. Contractor shall not be entitled
to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically
authorized in writing by County.
a. Payment will be made for Services as set forth in Paragraph 5 of Exhibit A. All invoices shall
include detail regarding the hours spent, tasks performed, who performed each task and such other detail as
County may request.
b. If, at any time during the term or after termination or expiration of this Agreement, County
reasonably determines that any payment made by County to Contractor was improper because the Services for
which payment was made were not performed as set forth in this Agreement, then upon written notice of such
determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to
County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall
forthwith be returned to County.
c. [Deleted]
d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no
obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after
December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the
Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local
Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X,
Sec. 20).
6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the
particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for
the performance of any of the Services or additional services without County’s prior written consent, which may be
withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all
personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom
County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each
subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be
bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and
responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not
the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and
Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its
agents, employees and subcontractors.
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7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following
insurance coverage with limits of liability not less than those stated below:
a. Types of Insurance.
i. Workers’ Compensation insurance as required by law.
ii. [Deleted].
iii. Commercial General Liability coverage to include premises and operations,
personal/advertising injury, products/completed operations, broad form property damage with limits of liability not
less than $1,000,000 per occurrence and $1,000,000 aggregate limits.
b. Other Requirements.
i. The commercial general liability coverage shall be endorsed to include Eagle County, its
associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as
additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as
Exhibit B.
ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional
insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each
subcontractor.
iii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
iv. The parties hereto understand and agree that the County is relying on, and does
not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and
protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise
available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and
volunteers.
v. Contractor is not entitled to workers’ compensation benefits except as
provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage
is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax
on any moneys paid pursuant to this Agreement.
8. Indemnification. Subject to Paragraph 13 of Exhibit A, the Contractor shall indemnify and hold harmless
County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which
County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or
indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its
subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and
other expenses incurred by County in connection with investigating or defending any such loss, claim, damage,
liability or action. This indemnification shall not apply to claims by third parties against the County to the extent
that County is liable to such third party for such claims without regard to the involvement of the Contractor. This
paragraph shall survive expiration or termination hereof.
9. [Deleted].
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10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally
delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx
or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv)
when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing
the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with
confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days
prior written notice of such change to the other party.
COUNTY:
Eagle County, Colorado
Attention: Gregory VanWyk
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8564
Facsimile: 970-328-1448
E-Mail: gregory.vanwyk@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970 328-8685
Facsimile: 970-328-8699
E-Mail: atty@eaglecounty.us
CONTRACTOR:
AARMS LLC,
125 West Center Street #1115
Midway, UT 84049
801-810-5245
cfelsted@jailtraining.org
11. [Deleted].
12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this
Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the
sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be
governed by the laws of the State of Colorado.
13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same
instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following
two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or
facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized
signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of
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electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121.
14. Other Contract Requirements and Contractor Representations.
a. Contractor has familiarized itself with the nature and extent of the Services to be provided
hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and
regulations that in any manner affect cost, progress, or performance of the Services.
b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of the Services.
c. To the extent possible, Contractor has correlated the results of such observations, examinations,
investigations, tests, reports, and data with the terms and conditions of this Agreement.
d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or
discrepancies.
e. [Deleted]
f. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and
professional standards, in the performance of this Agreement. Time is of the essence with respect to this
Agreement.
g. [Deleted]
h. Contractor represents and warrants that at all times in the performance of the Services, Contractor
shall comply with any and all applicable laws, codes, rules and regulations.
i. [Deleted].
j. Contractor shall not assign any portion of this Agreement without the prior written consent of the
County. Any attempt to assign this Agreement without such consent shall be void.
k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations
hereunder are reserved solely for the parties, and not to any third party.
l. [Deleted].
m. [Deleted].
n. The signatories to this Agreement aver to their knowledge no employee of the County has any
personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor
has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the
Services and Contractor shall not employ any person having such known interests.
o. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this
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Agreement.
15. Prohibitions on Government Contracts.
As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries
not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or
subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this
Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual
who will perform under this Agreement and that Contractor will participate in the E-verify Program or other
Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all
employees who are newly hired for employment to perform Services under this Agreement.
a. Contractor shall not:
i. Knowingly employ or contract with an undocumented individual to perform Services
under this Agreement; or
ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not
knowingly employ or contract with an undocumented individual to perform work under the public contract for
services.
b. Contractor has confirmed the employment eligibility of all employees who are newly hired for
employment to perform Services under this Agreement through participation in the E-Verify Program or Department
Program, as administered by the United States Department of Homeland Security. Information on applying for the
E-verify program can be found at:
https://www.uscis.gov/e-verify
c. Contractor shall not use either the E-verify program or other Department Program procedures to
undertake pre-employment screening of job applicants while the public contract for services is being performed.
d. If Contractor obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required
to:
i. Notify the subcontractor and County within three (3) days that Contractor has actual
knowledge that the subcontractor is employing or contracting with an undocumented individual; and
ii. Terminate the subcontract with the subcontractor if within three days of receiving the
notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or
contracting with the undocumented individual; except that Contractor shall not terminate the contract with the
subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor
has not knowingly employed or contracted with an undocumented individual.
e. Contractor shall comply with any reasonable request by the Department of Labor and Employment
made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S.
8-17.5-102(5).
f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of
contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall
be liable for actual and consequential damages to County as required by law.
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g. County will notify the Colorado Secretary of State if Contractor violates this provision of this
Agreement and County terminates the Agreement for such breach.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its
COUNTY MANAGER
By: ______________________________
Jeff Shroll, County Manager
CONTRACTOR:
By:
Print Name:
Title:
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Services Administrative Manager
C. Felsted
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EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
The terms and conditions set forth, unless modified in writing by Accreditation, Audit & Risk Management Security LLC, providing the web-based
technical services on behalf of the National Institute for Jail Operations, or its affiliates or parents (“AARMS” and/or “Seller”), shall govern all
transactions between AARMS and the party identified below as “Organization”.
1. Term. These Terms and Conditions between the parties of this agreement is one (1) year, beginning August 1, 2019. At the expiration of one (1) year,
Organization may renew services at a rate to be negotiated between Seller and Organization.
2. Services. AARMS currently provides users with access to a variety of online resources, including various hosted communications tools, auditing
systems, productivity and corrective action tracking software, personalized content and branded programming through its network of properties
(the "Service"). AARMS shall render Services to Organization as set forth in Work Orders or such other documents outlining the scope of services to
be provided. All Work Orders or purchase orders submitted are subject to acceptance by AARMS in its sole discretion. All Work Order or purchase
orders submitted are not accepted until AARMS confirms such acceptance in writing. Nothing contained in any Work Order or purchase order or
other correspondence shall in any way modify these terms and conditions or add any additional terms or conditions, all of which are hereby expressly
objected to and rejected by Seller. Organization agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial gain, any portion
of the Service and its contents, use of the Service, or access to the Service and its contents other than utilizing the data provided by the Service. (See
Agreed Services To Organization)
3. Links. The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because AARMS has no control
over such sites and resources, Organization acknowledges and agrees that AARMS is not responsible for the availability of such external sites or
resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such
sites or resources. Organization further acknowledges and agrees that AARMS shall not be responsible or liable, directly or indirectly, for any damage
or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any
such site or resource.
4. Organization Cooperation. Organization shall cooperate and make its facilities, information, data and equipment available to AARMS in a timely
manner for completion of Services. If Organization requires any security or authorization procedures for AARMS employees or contractors to access
its facilities, systems and/or equipment, then Organization shall perform such procedures and provide necessary passes or otherwise for AARMS
access. Organization is solely responsible for securing its property, systems, equipment, facilities, personnel and guests. Organization understands
they are responsible for all information entered into the AARMS system including redacting any confidentially sensitive information of officers or
inmates.
5. Payment. Unless otherwise agreed in writing between AARMS and Organization, terms of payment for services rendered by AARMS are net forty-
five (45) days from date of invoice. AARMS may require a completed credit application at its option. Seller shall not be required to make any shipment
or render any services unless payment is made consistent with any terms AARMS has required for this order or any other orders from Organization.
Unless otherwise agreed to by AARMS, all payments hereunder shall be in U.S. dollars. Any amounts owing hereunder and not paid when due shall
bear interest at a rate of 1 ½% per month, which is an annual percentage rate of 18% per annum, applied to the adjusted previous balance from and
after the due date thereof. Failure to pay any amount owing in full on the terms specified herein shall void all discounts given. Organization shall pay
all of AARMS’s costs and expenses (including attorneys’ fees, court costs and other collections costs) incurred to collect any amounts owing Seller.
Seller reserves the right to apply interest charges retroactively, whether or not they are shown on individual statements or invoices.
6. Taxes. Organization shall be responsible for all taxes, duties or fees levied by any government authority required as determined by its taxable or
tax-exempt status as a result of the Products or Services hereunder, excluding AARMS's income taxes.
7. Relationship. AARMS's relationship with Organization shall be that of an independent contractor and nothing in these Terms and Conditions can
or should be construed to create a partnership, joint venture, agency or employer-employee relationship.
8. Confidentiality. Except as otherwise required by law, neither party shall disclose or use for any purpose except as outlined hereunder including
without limitation (i) the financial terms between the parties; (ii) the technology, ideas, formulae, know how, documentation, procedures,
algorithms and trade secrets embodied in the Services, technical documentation, solution methodology (e.g. forecasting and optimization
techniques), user manuals and other deliverables, (iii) Organization business or marketing data; and/or (iv) any other information, whether in
written or magnetic media, that is identified as confidential; except such information that (a) is known to either party prior to its first receipt of
such information, (b) is generally known to the public prior to its receipt by Organization, (c) becomes available to the public other than as a result
of a disclosure by either party; (d) is required to be disclosed pursuant to an applicable law or by order of any court or governmental agency; or (e)
is independently developed by either party without reference to confidential information.
9. Intellectual Property. AARMS and its licensors retain and reserve exclusive ownership of all worldwide copyrights, trade marks, service marks,
trade secrets, patent rights, moral rights, property rights and all other industrial rights in the Services, including any derivative works, modifications,
customizations, updates, or enhancements and AARMS grants Organization a limited non-exclusive license to use such rights for the purposes
hereunder.
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10. Termination and Term. Prior to the conclusion of the one (1) year, either party may terminate the agreement by providing the other party thirty
(30) day written notice. If termination has been requested by the Organization, it is agreed the Organization will pay in full the total cost of
implementation as agreed this contract, if this amount has not already been paid in full. Organization agrees that any termination of access to the
Service under any provision of this agreement may be effected sixty (60) days after receipt of written notice, and acknowledge and agree that AARMS
may immediately deactivate or delete their accounts and/or bar any further access to such files or the Service. It is agreed AARMS will maintain and
manage administrative access rights once notice is served for termination by either party. Upon a scheduled termination of this contract,
Organization’s data within the system is provided to Organization via the system’s standard reports in csv format. Users can extract core audit
information using the standard reports at any time. If requested, custom data extraction is provided at a labor rate of $125 per hour plus media and
or line charges for data transfer as requested by individual counties. If AARMS terminates the contract, custom data extraction will be provided at a
labor rate of $85 per hour for up to 120 days of the termination notice date.
11. Force Majeure. Either party shall be excused from performing hereunder to the extent that it is prevented from performing as a result of any act
or event which occurs and is beyond its reasonable control, including, without limitation, acts of God, war, weather, utility, network, or
telecommunications outages, unrest or riot, strikes any action of a governmental entity; terrorist events, etc. provided that the party experiencing
the force majeure provides the other with prompt written notice thereof and uses reasonable efforts to remedy effects of such matter.
12. Services Warranty. AARMS shall perform Services at or above industry standards and Services shall substantially conform to such standards.
AARMS’s SERVICES AND EQUIPMENT ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. ORGANIZATION RECOGNIZES THAT THE AS IS
CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH AARMS WOULD NOT HAVE AGREED TO
ENTER THIS AGREEMENT. AARMS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, WITH REGARD TO THE SERVICES AND
EQUIPMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES OR EQUIPMENT SHALL BE DEEMED A WARRANTY
FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF AARMS WHATSOEVER. ORGANIZATION ACKNOWLEDGES THAT IT HAS RELIED ON NO
WARRANTIES OTHER THAN THE EXPRESS WARRANTY IN THIS AGREEMENT.
13. LIMITATION OF LIABILITY. AARMS SHALL NOT BE LIABLE TO ORGANIZATION OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS,
LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF AARMS HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE
POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL AARMS'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT,
TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO AARMS UNDER THIS AGREEMENT, OR THE AMOUNT OF INSURANCE
COVERAGE THIS CONTRACT REQUIRES OF AARMS, WHICHEVER IS GREATER. ORGANIZATION ACKNOWLEDGES THAT THE FEES PAID BY IT AND THE
COVERAGE REQUIRED OF IT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT AARMS WOULD NOT ENTER INTO THIS
AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
14. Non-Solicitation. Each of the parties hereto agrees that, while AARMS’s Services are being performed, and for a period of one hundred eighty
(180) days following the termination of this Agreement, neither party will, except with the other party's prior written approval, solicit or offer
employment to the other party's employees.
15. Miscellaneous. If any provision of Terms and Conditions is prohibited by law or held to be unenforceable, the remaining provisions hereof shall
not be affected, and these Terms and Conditions shall continue in full force and effect as if such unenforceable provision had never constituted a
part hereof, and the unenforceable provision shall be automatically amended to so as to best accomplish the objectives of such unenforceable
provision within the limits of applicable law. Any waiver of a provision of these Terms and Conditions must be in writing and signed by the party to
be charged. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the future or any other obligation under these
Terms and Conditions. These Terms and Conditions constitute the entire agreement between the parties related to the subject matter thereof,
supersedes any prior or contemporaneous agreement between the parties relating to the performance of work under a Work Order.
Agreed Services to Organization
JAIL AUDIT & RISK MANAGEMENT SYSTEM
The Jail Audit Management Solution is a web based audit system allowing detention institutions to conduct thorough internal inspections
according to their own established guidelines (this proposal includes the CO Legal-Based Jail Guidelines but can be substituted with another
set of guidelines as provided by the agency) with the ability to manage, track, monitor and follow up on compliance. Through its use,
detention administrators can defend their facilities against lawsuits more successfully than any other resource previously available and
save hundreds of thousands of dollars in legal fees and labor. Additionally, the system may be used with other internal audits and
inspections to increase productivity and enhance administrative insight to the well-being of individual departments as a whole. Using this
technology gives the County Sheriffs’ Office a substantial edge in successfully defending itself against prisoner litigation.
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Participating counties will receive the following cost-saving benefits of the system:
• Accelerated Implementation (2-3 weeks)
• Includes 2019 NIJO Legal-Based Jail Guidelines and updates to the guidelines as determined by NIJO, CSOC, CJA and other
organizations providing information regarding federal laws, 10th Circuit rulings and Colorado state statutes
• Accommodates and reflects all current and future NIJO Jail Accreditation and Inspection software system updates
This system accomplishes the following goals:
• Centralized Auditing System. Remotely hosted system allowing individual county internal inspections and external
County Sheriffs’ Office audits. Access to the system is controlled with the proper user name and current password.
• Unlimited County Sheriffs’ Office Users. Unlimited users may log onto the system to monitor or document progress
toward compliance of standards.
o Internal Users. Users may read all agency action, write new comments and update documentation. This is
the most common user status assigned regardless of administrative authority because of the documentation
features in the system.
o Inspectors/Assessors. Users may read information (limited/filtered) and write without the ability to assign or
conduct corrective action.
o Executive / Administrator. Users may read information, write new comments and delete files (also called File
Manager in the Accreditation module).
o Site Administrator. Users have full access to all agencies operating under the site along with the ability to
assign new users, reset passwords and modify guidelines.
• Packaged Legal-Based Jail Guidelines. Established legal-based guidelines (Gary DeLand’s modified guidelines adopted
by the National Institute for Jail Operations) have been maintained and updated within an online system. The guidelines
have been modified specifically to the 10th Circuit Court of Appeals and as many Colorado statutes as made available.
They are continually updated annually or more regularly, depending on the nature and impact of the case law. Each
guideline includes information which is important for the individual users (e.g., sheriffs, administrators, supervisors,
detention officers) to fully understand the guideline’s purpose and intended function. The system provides the text for
each guideline against which individual jails will be evaluated, as well as a supporting rationale statement, compliance
discussion, and any needed annotations to further explain the text of each individual guideline. AARMS will update
these guidelines as case law dictates and as advised by NIJO, CSOC, CJA, other recognized organizations and Gary
DeLand to assist in keeping the participating counties in Colorado up to date and current.
• Efficient Data Collection During Inspections. Collecting standardized data through the use of compatible tablet PC or
computer connected to the Internet are immediately stored real-time in the online database.
• Facilitate the Process of Non-Compliance. The audit system provides the ability to track and enforce resolution of
each of the problems identified by the audit/self-assessment. The audit program provides the agency with the ability
to conduct corrective action:
• Lists the specific guideline area that are not compliant
• Identifies the person responsible for achieving compliance
• Sets the date by which compliance must be achieved
• Provides means to attach files as proof of compliance or otherwise
• Reinforces communication channels with email capability for assignments
• Documents achievements toward compliance.
DocuSign Envelope ID: 37F4BAB4-53D0-49B9-B78C-BCE3D38B576D
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Eagle County General Services Final 5/14
• Data Reports for Managers. Real-time reporting is built into the system, allowing the sheriffs and designated officers
within the County Sheriffs’ Office to immediately establish benchmarks, uncover trends, and identify program
strength and weaknesses immediately after the audit is entered into the system. The system provides trend analysis
tools, charts and reports to assist the organization as a whole to proactively address issues of non-compliance to
better focus on training needs and state-wide policy and procedure reform where applicable.
COST OF SERVICES
Colorado Jail Audit & Risk Management Program
Cost Matrix Breakdown
GENERAL INSTALLATION:
AARMS provides all installation. CSOC, CJA and/or other approved organization to submit annual updates
pertaining to CO state statutes to AARMS; NIJO will submit 10th Circuit and federal laws to AARMS annually.
PER MONTH:
Participating counties are to pay all monthly costs individually (unless Statewide Option is implemented). The
monthly rate is estimated based on the ADP (reevaluated annually) and each county conducting up to 2 audits
annually (one self-audit and one outside inspection). The monthly amount can be paid in yearly lump sum or
monthly as determined by the county.
Volume discounts for all participating counties will be provided as specific milestones are reached. Those are
indicated in the Monthly column – with Milestone 1 being approximately 20 participating counties and Milestone 2
being 40 counties.
INITIAL TRAINING:
Two days training included, minus travel expenses (1 person). Webcasts available for new user training as needed.
Ongoing new user training is provided the first Wednesday of every month (RSVP).
USER SUPPORT:
Customer Support
No system or hardware upgrades are required for a period of 4 years. Mon-Fri, 8am-5pm MST, excluding major US
holidays
ADDITIONAL IT/MAINTENANCE COSTS:
None. Organization to provide computers with updated web browsers and grant internet access to the designated
domain: www.jailaudit.com/co
SINGLE FAC ILITY /
COUNTY
IMPLEMENTATION
MONTHLY SERVICES
Initial Start
Milestone
#1 - CO
Milestone
#2 - CO
DocuSign Envelope ID: 37F4BAB4-53D0-49B9-B78C-BCE3D38B576D
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Eagle County General Services Final 5/14
0-50 ADP
$ 2975 $ 175 $ 125 $ 105
51 -125 ADP
$ 3150 $ 225 $ 195 $ 155
126 – 325 ADP
$ 3325 $ 280 $ 245 $ 210
600+ ADP
$ 3560 (waived for Accreditation)
$ 345 $ 305 $ 275
AARMS reserves the right to increase the agreed monthly service fee no more than 5% after 36 months from execution of the contract to
offset any unexpected inflated hard costs of maintaining the system.
Any additional consulting charges excluding Organization Service will be billed monthly at the hourly rate of $125 per hour. Any failure to
make the required monthly payments may result in AARMS terminating service without any additional notice.
Travel expenses outside a 100 mile radius from AARMS company offices when travel is requested by Organization will be submitted by
AARMS, including:
• Rail, taxi, bus, air and rental vehicles
• Accommodations
• All meals
• Telephone, fax charges
• Postage and shipping / courier services
• In-house printing and reproduction
• Other project expenses: photocopying, laser printing and so forth
AARMS will follow the County Sheriffs’ Office travel expense policies as closely as possible if travel is requested by the County.
DocuSign Envelope ID: 37F4BAB4-53D0-49B9-B78C-BCE3D38B576D
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Eagle County General Services Final 5/14
EXHIBIT B
INSURANCE CERTIFICATE
See PDF’s Attached to Email:
Eagle County CO – Eagle County Colorado Proof of Insurance1
Eagle County CO – Eagle County Colorado Proof of Insurance2
DocuSign Envelope ID: 37F4BAB4-53D0-49B9-B78C-BCE3D38B576D
