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Home My WebLink About2018 Ordinance No. 029• • • ORDINANCE NO. 29 SERIES OF 2018 BY AUTHORITY COUNCIL BILL NO. 36 INTRODUCED BY COUNCIL MEMBER MARTINEZ AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT AMONG THE COLORADO CITIES OF CHERRY IDLLS Vll..LAGE, ENGLEWOOD, GREENWOOD VILLAGE, LITTLETON, SHERIDAN, AND SOUTH METRO FIRE RESCUE DISTRICT AND ARAPAHOE COUNTY FOR THE ARAPAHOE COUNTY COMBINED RECORDS MANAGEMENT SYSTEM WHEREAS, Article XIV, Section 18 of the Colorado Constitution and Part 2, Article 1, Title 29, Colorado Revised Statutes (C.R.S.), encourage and authorize intergovernmental agreements among government entities to cooperate and contract with one another to provide any function, service or facility lawfully authorized to each; WHEREAS, each of the Parties provide a public safety service within Arapahoe County; WHEREAS, each of the Parties maintain and administer a records management system to manage the collection, maintenance and release of official records of their respective agencies; WHEREAS, the Arapahoe County Sheriff's Office, through the Arapahoe County Government is currently implementing a new records management system ("RMS") purchased from Tri-Tech Software Systems; WHEREAS, in order to save costs and increase interoperability among the Parties' law enforcement agencies, the Parties' desire to utilize Arapahoe County's contract with Tri-Tech to purchase additional required licensing, and use Arapahoe County's RMS system; WHEREAS, it is in the best interest of the Parties to use Arapahoe County's RMS system as a single, combined RMS system; WHEREAS, the foundation of the system, including all hardware and serve software associated with the RMS system, will be hosted and operated by Arapahoe County pursuant to the tenns of the intergovernmental agreement; and WHEREAS, Englewood's 2019 estimated share of the ongoing operating and maintenance funding for the RMS system is 16.23% for an annual cost of $9,712.18, no federal funds are used . NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS : Section I. The Intergovernmental Agreement among the Colorado Cities of, Cherry Hills Village, Englewood, Greenwood Village, Littleton, Sheridan, and South Metro Fire Rescue District and Arapahoe County for the Arapahoe County Combined Records Management System, attached hereto as Exhibit A, is hereby accepted and approved by the Englewood City Council. Section 2. The Chief of the Englewood Police Department is authorized to execute and attest said Agreement for and on behalf of the City of Englewood . 1 • Introduced, read in full, and passed on first reading on the 5th day of November, 2018. Published by Title as a Bill for an Ordinance in the City's official newspaper on the 8th day of November, 2018. Published as a Bill for an Ordinance on the City's official website beginning on the 7th day of November, 2018. Read by Title and passed on final reading on the 19th day of November, 2018. Published by Title in the City's official newspaper as Ordinance No. 29, Series of 2018, on the 22nd day of November, 2018. Published by title on the City's official website beginning on the 21 st day of November, 2018 for thirty (30) days. This Ordinance shall take effect thirty (30) days after publication following final passage . I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is a true copy of the Ordinance passed on final reading and published by Title as Ordinance No. 29, Series of 2018. 2 • • AllAPAHOI!. COUNTY COMBINED Rl!.cORPS MANAGEMENI' SYSTEM (RMS) INTERGOVERNMENTAL AGREEMENT This Arapahoe County Combined Records Management System (RMS) Intergovernmental Agreement (this "b.greement'') is dated October 18, 2018 (the "Effective Date"), by and among: • Arapahoe County on behalf of itself and on behalf of the Arapahoe County Sheriff's Office ("Arapahoe CountY-"); • the City of Cherry Hills Village on behalf of itself and the Cherry Hills Village Police Department ("Chmy Hjl)s VjHag~''); • the City of Englewood on behalf of itself and Englewood Police Department ("Eng~''); • the City of Greenwood Village on behalf of itself and the Greenwood Village Police Department ("Greenwood YiJloge"); • the City of Littleton on behalf of itself and the Littleton Police Department ("Litt)ctop"): and • the City of Sheridan on behalf of itself and the Sheridan Police Department ("Sheridan''). • South Metro Fire Rescue ("South Metro Fire") Arapahoe County, Cherry Hills Village, Englewood, Greenwood Village, Littleton, Sheridan and South Metro Fire, are further referred to herein as the "Parties". Capitalized terms used herein are defined throughout this Agreement R.ECJTALS A. Each of the Parties provide a public safety service within Arapahoe County. B. The Parties listed herein each maintain and administer a records management system to manage the collection, maintenance and release of official records of their respective agencies. C. The Ara~ahoe County Sheriff's Office, through the Arapahoe County Government, is cuncntly unplementing a new RMS purchased from Tri-Tech Software Systems. D. In order to save costs and increase interoperability among the Parties• law enforcement agencies, the Parties desire to utilize Arapahoe County's contract with Tri-Tech to purchase additional required licensing, and use Arapahoe County's RMS system as a single, combined RMS system. The foundation of the system (including all hardware and server software associated therewith, the "RMS") will be hosted and operated by Arapahoe County pursuant to the terms of this Agreement. A. D. C. D, E. F. G. H. I. J • DEFINITIONS Combined RMS. The redundant, combined regional records management system (RMS) designed to allow multiple agencies, existing within Arapahoe County, to use a single shared RMS. Hardware. The physical computer parts and components constituting the Combined RMS or which are used by a party to interface with, access, or utilize the Combined RMS. Software. Any software, software package, or interface that comprises the Combined RMS or which is used by a Party to interface with, access, or utilize the combined system. Hub, That portion of the Combined RMS comprised of all hardware, software and licensing required for the RMS database/file servers, RMS Server. The Hub shall be hosted by Arapahoe County. Node. That portion of the Combined RMS comprised of all hardware, software, network connectivity and licensing required for participating agencies to connect with and interface with the Hub. RMS Server. Hardware, licensing and software required to allow a range of separately licensed RMS User and Field Based Reporting (FBR) licenses to connect to the RMS server. RMS User. Hardware, licensing and software required for accessing and using the RMS system. RMS FBR. Hardware, licensing and software required for accessing and using the RMS system for field based reporting. CJIS Security Polley. Current version of the Criminal Justice Information Security Policy that contains a minimum set of security requirements for access to Federal Bureau of Investigation Criminal Justice Information Services (CilS) Division systems and infonnation and to protect and safeguard Criminal Justice Information. Network. A wide area network connecting each node to the hub oftbe Combined RMS AGREEMENT Now, THEREFOREt in consideration for the recitals, the mutual promises herein, and other good and valuable consideration, the adequacy and receipt of which 1s hereby acknowledged, the https://englewoodgov.clvicweb.net/lilepro/documents/56643?preview=56644 1111 • • Parties agree as follows: 1. Management or the Combined RMS. The Combined RMS shall be managed by a board (the ".B.wwl'') consisting of board members (each a "Board Member''), as further described in this Section l. L Duties. The Board shall have oversight of the Combined RMS, providing dircc~on for the operation, administration, and maintenance of the Combined RMS. Arapahoe County will serve as fiscal agent to the Board. b. Partfe, Entitled to a Board Member Position, i. Each Iiarty is entitled to one Board Member position on the Board; provided, however, that if a Party terminates their participation in this Agreement or elects to utilize a different RMS system or joins another combined RMS system exclusively after the Effective Date, that Party shall no longer be entitled to a Board Member position and such Board member appointment shall be immediately terminated. c. Appointment; Eligibility Each Party shall appoint an employee to serve oa the Board. A Party's Board Member must be employed by that Party. If a Board Member is no longer employed by the appointing Party, the Board Member will be deemed to have resigned as of the date of separation of employment Each Board Member shall serve at the pleasure of the CEO of the Party that appointed him or her. i, Each Board Member appointed to serve on the Combined RMS Board shall remain the employee of his or her home jurisdiction and shall, likewise, remain subject to and covered under that Party's liability and other insurance or self-insurance coverage, in addition to its personnel policies and procedures, inclusive of policies and procedures governing overtime, employment compensation and benefits, worker's compensation, vacation and sick time, grievances and discifline,job performance review, duty assignments, and termination. Al Parties to the Combined RMS agree to cooperate with one another to the extent such assistance is reasonably needed to effectuate this provision. d. Term; Removal and Resignation, Except as otherwise provided herein, there is no limit on the amount of time a person may serve as a Board Member. A Board Member may be removed at any time by the CEO of the LEA Party which appointed the Board Member. A Board Member may resign at any time by giving written notice lo the Board and to the CEO of the Party which appointed the Board Member. Unless otherwise stated in the resignation notice, the resignation shall be effective upon receipt by the Board. e, Quorum and Action or the Board; Minutes. A majority of the Board Members of all Parties shall constitute a quorum for the transaction of business. Unless otherwise required by this Agreement. the affinnative vote of a majority of the Board Members present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Board Member shall have one vote. The Board secretary shall keep minutes of each meeting and a record of actions taken. f. Place and Time of Meetings; Notices. The Board may hold meetings from time to time as it may determine, provided that it holds at least two meetings per year. Notice must be given personally or by email to all Board Members at least seven days before the meeting, and said notice shall contain the date, place, and general purpose of the meeting. g. Electronic PartfcJpation; Compensation. Board Members may participate in a meeting by means of conference telephone or similar communications equipment. if available, by which all persons can bear each other at the same time, and such participation shall constitute presence in person at the meeting for purposes of quorum and voting. No compensation shall be paid to Board Members for their services on the Board. h. Board Offlcen. The Board shall annually appoint from the Board Members a chairperson. a secretary, a treasurer, and such other positions as the Board deems necessary, each of whom shall have the responsibilities and obligations customary to such positions. L Bylaws. By resolution adopted by a majority of all Board Members, the Board may adopt or amend bylaws, including rules governing acceptable attendance by Board Members at meetings. j. Committees, By resolution adopted by a majority of all Board Members, the Board may designate a committee of at least one Board Member and those other persons that the Board may select All committees shall serve at the pleasure of the Board. 2. Purchase and Ownership or the Combined RMS. a. Purchase by Arapahoe County. Arapahoe County shall purchase the required server hardware, software, and licensing for the Hub of the Combined RMS. Arapahoe County shall execute a contract in its own name and shall be responsible for all acceptance, warranty, and other contractual issues for the Hub. Arapahoe County shall ensure that the contract permits the use of the Combined RMS for the purposes set forth herein. Arapahoe County will license the RMS Server and Database Server as outlined in attachment "A", which is attached hereto and made a part of this Agreement b. Purchase by Other Parties. The other Parties named herein shall be responsible for the purchase of all required hardware, software, licensing and network connectivity specific to their Node that is necessary for such Parties to interface hHps://englewoodgov.civicweb.neUfilepro/documents/566437preview=56644 2/11 • • • with, access, or utilize the Combined RMS. Each Party shall execute a contract in their own name and shall be responsible for all acceptance, warranty and other contractual ammgements regarding their respective Node. c. Installation. Arapahoe County shall provide project management services and coordinate the installation and implementation of the Hub of the Combined RMS. Other Parties shall provide project management services and coordinate the installation and implementation of their respective Node of the Combined RMS . Arapahoe County shall provide resource support to the other Parties' projects to establish the connectivity and configuration of the Combined RMS d. Ownenhlp of the Combined RMS. Arapahoe County shall own the hardware, software and licensing that comprises the Hub of the Combined RMS, and each other Party shall own or be responsible for the hardware, software and licensing that comprises their individual Nodes of the Combined RMS. l. Operadon and Maintenance of the Combined RMS. a. Arapahoe County. Under the direction of lhe Board, Arapahoe County shall operate, provide system administration, and maintain the Hub of the Combined RMS on behalfof the Parties. i. Arapahoe County shall use reasonable security measures, as required within the ens Security Policy, to ensure the physical and electronic security of the Combined RMS. Any security breach must be immediately reported to Arapahoe County Information Technology Department and the Board through protocols set by the Board. ii Arapahoe County shall use its reasonable best efforts to ensure that the Combined RMS remains functional and operational to all Parties. All Parties recognize that maintenance of the Combined RMS, such as patches and upgrades, will be necessary. The impact of such patches and upgrades will be thoroughly evaluated. tested and communicated by Arapahoe County prior to implementation in the production environment. Arapahoe County will work wilh the Parties in scheduling and obtaining approval for such patches and upgrades. iii. Arapahoe County will perform and maintain reasonable backups for the Hub of the Combined RMS. iv. Arapahoe County shall operate and maintain a geographically distinct disaster recovery site for the Hub of the Combined RMS. b. Other Parties. All Parties, except Arapahoe County, shall operate, maintain, and administer functions specific to their Node and use their best reasonable efforts to ensure that the hardware, software and network under their responsibility is operational in concert with the Combined RMS at all times. i. All Parties shall use reasonable security measures, as required within the ens Security Policy, to ensure the physical and electronic security of lheir Node. ii Each Party shall designate two representatives to act as primary and secondary points of contact (POC) with Anpahoe CoUDty. The points of contact responsibilities shall include: 1. Direct coordination and interaction wilh Arapahoe County support staff, 2. Communication with general public supported by each Party; 3. Follow Arapahoe County's procedures to report an application incident; 4. Provide initial application support and RMS administrator services specific to the Party's Node for Party's users prior to logging an incident with Arapahoe County; S. Request technical support from Arapahoe CoUDtyj and 6. Test the Combined RMS system in conjunction with Arapahoe County, at the times and locations mutually agreed upon by Arapahoe County and Other Parties named herein. 7. Contact infonJU1tion for the primary and secondary POCs shall be provided to Arapahoe County so that they mny be contacted. if necessary, 24 hours per day, 7 days a week. c. System Support. i. Any incident specific to a Party's node will be bandied by that Party's IT support. ii. Any incident that is global to the Combined RMS or incidents associated with the Combined RMS requiring assistance from Arapahoe County must be reported to the Arapahoe County lnfonnation Technology Department service desk by predetermined points of contacts for each Party named herein. The service desk is staffed to provide support during normal business hours of 7:00 a.m. to 6:00 p.m., MT, Monday-Friday excluding holidays. After hours support is available through the service desk for Critical and High Severity issues 24 hours a day, 7 days a week (See attachment B, which is attached hereto and made a part of Ibis agreement). https:J/englewoodgov.clvicweb.netJfilepro/documents/56643?prevtew=56644 3/11 • All Parties may track the status of the incident by calling Arapahoe County Service Desk and providing the incident number. iii. Arapahoe County support costs for specific issues or requests by a Party will be charged at the loaded employee pay rate (total employee cost) for each Arapahoe County employee who participated and spent time on the solution, following the first cumulative hour of Arapahoe County support work. d. Confidentiality of Data. All data provided to the Combined RMS database housed at Arapahoe County by any Party remains the property of said Party. No Party, other than the owner of the data provided, shall be pennittcd to access, disclose, transfer or otherwise communicate to any third party said data for any purpose, without the express consent of the owner of the data. e. Insurance. i. General. Arapahoe County shall maintain sufficient insurance on the Hub of the Combined RMS to repair or replace the same in the event of its damage or destruction. Each other Party shall maintain sufficient insurance on their respective Nodes to repair or replace the same in the event of its damage or destruction. ii. Liability. Arapahoe County shall maintain commercial general liability insurance on the Hub, and each other Party will maintain commercial general liability iosurance on their respective Node with limits ofnot less than $330,000 per person/$990,000 per occurrence, or such greater amounts as may be set forth as the limits ofliability under the Colorado Governmental Immunity Acl Each Party shall provide proof of such insurance to the Board in the form of a Certificate of Insurance. r. Operation and Maintenance Cost,. i. GeneraL Parties may be charged annual operation and maintenance costs that arc reasonably related to the operation of the Combined RMS. All such costs will be allocated to each Party as a percentage of total costs based on the number of RMS User and RMS User FBR licenses licensed by that Party as set forth in Attachment "A" or as otherwise set forth herein. These costs will include but arc not limited to: Annual maintenance payments to the RMS vendor; Infrastructure costs; and other 3rd party shared licensing and/or maintenance costs related to the operation of the Combined RMS system. The estimates of the costs assessed to each original Party arc set forth in Attachment "A." All Parties understand that Attachment "A" reflects estimated costs as of May, 2018. All Parties understand that the actual costs may increase or decrease based on the actual number of RMS User and RMS User FBR licensing purchased by each Party, All payments will be made to Arapahoe County as fiscal agent for the Board UDJess other payment arrangements arc approved by the Board. ii. Annual maintenance fees; billing. The Combined RMS system is expected to be implemented for all Parties by 2019. Within sixty (60) days of implementation of the Combined RMS for all Parties, Ampahoe County will confirm the number of RMS User and RMS User FBR licenses licensed by each Party, and, with the approval of the Board, readjust the percentage of costs allocated to each Party, if necessary, as outlined in Attachment "A". On that basis, Ampahoe County will establish and invoice the proportionate share or annual maintenance recs due from each Party for the upcoming year for support and maintenance costs as outlined in attachment "A". To the extent practicable, Arapahoe County will notify the Parties of these anticipated payment obligations no fewer than sixty days before the payment 1s due. Each Party will pay the amount invoiced to Arapahoe County within thirty days after the date of the invoice. This readjustment, reallocation, and invoice process will continue through the Initial and any Renewal Term of this Agreement iii. Other Fees, Charges, and Assessments. The Parties agree that while they have made every reasonable attempt to ensure that all costs necessary to establish, operate, and maintain the Combined RMS arc set forth in Attachment "A", the Parties understand and acknowledge that it is not possible to anticipate every expense necessary to establish, operate, and maintain the Combined RMS. The Board may assess any other fee, charge, or assessment that is reasonably related to establishing, operating, or maintaining the Combined RMS. Should this occur, Parties will be invoiced for the amounts due in the same manner as set forth in this section 3 with all payments made to Arapahoe County as the fiscal agent to the Board. iv. Addition or Termination or Parties. Should a Party be added to this Agreement under section 5, or should a Party tenninate its participation in or be terminated from this Agreement under section 6, Arapahoe County will, after consultation with the remaining Parties to the Agreement, reestablish the number of RMS User and RMS User FBR licenses licensed for each Party, and, with the approval of the Board, readjust the percentage of costs allocated to each Party and take any other action necessary to ensure that the amounts charged to each Party after the date of such addition or termination of Parties arc in conformance with this section. https://englewoodgov.clvlcweb.neUfilepro/documents/566437prevlew=56644 4/11 • v. Payments Nonrefundable. Except as otherwise set forth in section 7 about the termination of this Agreement, any payment that is made by any Party to Arapahoe County as fiscal agent for the Board is not refundable. vi. Party Equipment. Any equipment that is necessary to maintain a Party's connection to the Combined RMS will be purchased and maintained by that Party. Such equipment will be and remain the property of the Party that purchased the equipment vii. Costs of Data Coavenlon. Each Party is responsible for all costs associated with converting or transferring its existing individual Party records into the Combined RMS. 4. Use of the Combined RMS. a. Use by Parties. Each Party may connect to the Combined RMS and use the Combined RMS as its primary Records Management System. Each Party shall be responsible for its own costs associated with additional licensing of and connection to the Combined RMS, as provided by attachment C. b. Access to Records. Only the Parties' employees, or employees of non-Party agencies or entities authorized by the Board may access shared Criminal Justice Records in the Combined RMS. All persons with access to the Criminal Justice Records must first pass a background screening process deemed adequate by the Board. c. Records Custody and Control. Each Party wilt retain custody and control of, and will remain the official custodian of, any Criminal Justice Records the Party enters or maintains in the Combined RMS, and any such records that it agrees to share with any of the other participating Parties as set forth herein. No Party will release any Criminal Justice Records belonging to the other Parties pursuant to a request under Article 72 of Title 24 of the Colorado Revised Statutes . Each Party is responsible for responding to a subpoena or a court order relating to its own Criminal Justice Records i. Each Party shall have exclusive control over Criminal Justice Records that belong to that Party and shall have control over what access, if any, is granted to or what Criminal Justice Records, if any, arc shared with any other Party or Parties to this Agreement Nothing in this Agreement shall be construed as requiring any Party to provide access to, or share Criminal Justice Records with any other Party via the Combined RMS. d. Software. i. Each Party shall grant usage rights to the other Parties for Software owned by each Party. The Party granting such usage rights shall remain the owner of the Software. ii Each Party shall grant usage right to the other Parties for Software licensed by such Party to the extent permitted by the underlying licensed agreement e. Additional Hardware or Software; Costs. Each Party is responsible for purchasing, owning, and insuring any hardware or software specific to such Party that is necessary for that Party's interface with, access to, or utilization of the Combined RMS; provided, however. that such hardware or software must be approved in advance by the Board with guidance from Arapahoe County Information Technology Department 5. Addition of Parties. Only Parties to this Agreement may connect to and use the Combined RMS. Upon the approval of the Board, a governmental entity may become a Party to this Agreement by executing a joinder to this Agreement in a fonn reasonably acce~table to the Board. Prior to the approval of the Board, Arapahoe County will proV1de recommendations to the Board on any additional server licensing, IT system changes (network, disk capacity, server, database, bandwidth, etc) needed to accommodate the addition of the new Party. Each new Party will be responsible for all new licensing and IT related costs, including hardware, software and labor expenses associated with each new party joining the Combined RMS system. 6. Withdrawal of Parties. A Party may withdraw from this Agreement by giving written notice to the Board on or before Jwic 30 of a given year and the withdrawa1 will be effective on December 31 of that year unless the notice specifies a later date. A withdrawing Party will remain liable for all financial obligations hereunder until the effective date of the withdrawal. Upon withdrawal, a Party shall no longer be entitled to connect to, use, or access the Combined RMS. Each Party is responsible fur all costs associated with converting or transfening that Party's existing individual records out of the Combined RMS. 7. Term and Termination. This Agreement shall be effective as of the Effective Date and may be terminated by the written agreement of at least 75% of the thcn--cwrent Parties. Upon termination, no Party shall be entitled to use the Combined RMS, the Combined RMS shall remain the property of Arapahoe County (and Arapahoe County may use or dispose of the same in its discretion), and all other assets owned by a Party shall remain the property of that Party. Any money held by Arapahoe County as fiscal agent for the Board shall be used to reimburse Arapahoe County for reasonable costs associated with https://englewoodgov.civlcweb.nel/litepro/documents/566437prevlew=56644 5111 • terminating the Combined RMS, provided such costs are separately accounted for and documented and made available to all Parties. If any money remains after such reimbursement, it will be distributed to the Parties who paid such funds proportionally based on a percentage of the total number of RMS User and FBR licenses licensed by each Party. 8. No WAllRAlml!S, THB PAATJl!S MAlCl! NO WAJUWITll!S TO EACH OlHl!R, EJTHER EXPlll!SS OR IMPLIED, UNDER nns AGllJll!MENT, AND nm WAlUlANTIES OF MIIRCHANTABIUTY AND FITNl!SS FOR A PARTICULAR PURl'OSE ARI! BXPRBSSLY DISCUJMBD. 9. LIMITATION OP DAMAGi'S, IN NO l!V1!NT WILL ANY PAkT\' BE LIABLE FOil ANY CONSEQUENTtAL, INDlllBCT, EXEMPLAR"I; SPBCIAL, OR INCIDENTAL DAMA.OBS ARISING FROM OR Rl!LATINO TO TWS AGRl!llMl!NT, HOWEVER CAUSED ANO UNDBR ANY THIIORY OF • LIABILITY (INCLUDING NSGUGl!NCI!), l!VBN IF nm PARIY HAS Bl!l!N ADVlSl!D OP THS POSSIBILITY OP SUCH DAMA.OBS. 10. General Terms. a. Employee Costs. Except as otherwise provided herein, each Party shall be solely responsible for any costs associated with its own employees' time and expenses associated with the performance of this Agreement. b. Further Assurances. Each Party shall execute all further documents and take all further acts reasonably necessary or appropriate to carry out the intent oftbis Agreement. c. Amendments. Amendments to this Agreement must be in writing and signed by all Parties. d. Entire Agreement. This Agreement is the complete and exclusive statement of all agreements between the Parties, and this Agreement supersedes aJI prior proposals and understandings, oral and written, relating to the subject matter hereof. e. Assignment. No Party may assign this Agreement or delegate any obligation, in whole or in part, lo any third party without the other Parties' prior written consent. f, Govemln; Law and Forum, This Agreement shall be governed by, and construed m accordance with, the laws of the State of Colorado, without reference to conflict of laws principals. Venue for any civil action relating to this Agreement shall be in state court located in Arapahoe County, Colorado. a. Jllllv TRIAL WAIVER. TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAJVIIS ANY RIGHT IT HAS OR MAY RAVI! TO A JURY TIUAL IN ANY ACTION, SUlT, OR PROCEEDING ARISING OUT OF OR IN CONNECTION wtnl nns AoRSl!MENT. b. Dispute Resolution, If any claim, disagreement, issue, or dispute arising out of or in connection with this Agreement (a"~'') between any of the Parties cannot be resolved by those Parties, one or more of the Parties to the Dispute shall notify the Board of the Dispute by delivering a written statement to the Board specifying the nature of the Dispute (each Party to the Dispute may, if desired, submit a written statement). Each of the Parties to the Dispute shall appoint a senior level representative. The Chair of the Board shall schedule a time for the authorized representatives to meet in person. Beginning on the date of the meeting and ending no less than 21 days thereafter {the "Reso]utjop Period''), the Parties to the Dispute shall attempt in good faith to resolve the Dispute. No PAXIY MAY INlTIAl1! ANY COURT OR ADMINlSTRATIVR ACTION, SUIT, OR PROCEEDING AGAINST ANY OTHER PARTY UNDER TillS AOR.l!EMBNT UNTIL THI! END OP THI! Rl!soLUTJON PERIOD. L Llabllties of the Parties. The Parties shall have no obligation whatsoever to assume any responsibility or liability hereunder for the acts or omissions of any other Party. j, Governmental Immunity, Nothing in this Agreement shall be deemed a waiver of any Party's privileges, limitations and immunities pursuant to the Colorado Governmental Immunity Act, C.R.5. §§ 24-10-101 et seq., as same may be amended. k. No Third Party Beneliciaries. This Agreement is made solely for the benefit of the Parties and their respective successors and pennitted assigns. Nothing in this Agreement confers any rights or remedies on any persons other than the Parties and their respective successors and pennitted assigns. L Severabillty. If any term or condition of this Agreement is held to be invalid or unenforceable, then the term or condition may be modified or amended by the court to render it enforceable to the maximum extent pennitted. If modification or amendment is not practicable, then the tenn or condition shall be severed from this Agreement with no effect upon the remaining terms and conditions of this Agreement m. Force Majeure. No Party shall be liable for any delay in or failure of perfonnance of any obligation, nor shall any delay or failure constitute default or give rise to any liability, if and only to the extent that such delay or failure is caused by a "force majeurc" event. "Force majeure" means acts of God, acts of the public enemy, unusually severe weather, fires, floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, or other causes that are not within such Party's control, to the extent such events were not the result of, or were not aggravated by, the acts or omissions of the non,performing or delayed Party. https://englewoodgov.clvlcweb.net/filepro/documents/56643?prevlew=56644 6111 • I • n. Waiver. No covenant or term ot uus Agreement stlllll be <1eeme<1 to be waived by any Party except in a writing signed by a penon authorized by such Party, and any waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver, o. Non-Appropriadon. Pursuant to Colorado Constitution Article X Section 20 and C.R.S. § 29-1-110, as amended, the financial obligations of the Parties beyond the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available by the Parties legislative body. p. Headings. Descriptive headings in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provisions of this Agreement q. Counterparts. This Agreement may be executed and delivered in counterparts (including by means of electronic signatures), all of which taken together will constitute one and the same agreement r. Notices. Notices to be provided under this Agreement shall be given in writing either by band delivery, or deposited in the United States Mail, with sufficient postage, to the following addresses: Arapahoe County 13101 E Broncos Parkway Centennial, CO 80112 Englewood Police 3615 S. Elati SL Englewood, CO 80110 Littleton Police (with copy to City Attorney) City of Littleton 2255 W. Berry Ave. Littleton, CO 80120 South Metro Fire Rescue 9195 E. Mineral Ave. Centennial, CO 80112 Cherry Hills Village Police 2450 E. Quincy Ave. Cherry Hills Village, CO 80113 Greenwood Village Police 6060 S. Quebec SL Greenwood Village, CO 80111 Sheridan Police 4101 S. Federal Blvd. Sheridan, CO 80110 [signature page follows] https://englewoodgov.clvlcweb.nel/lilepro/documents/56643?prevtew=56644 T/11 [signature page] IN Wl1NESS WHEREOF, the Parties are executing this Agreement to signify their acceplance of all the terms and conditions stated above, to be effective as of the Effective Date, regardless of the date of actual signature. ARAPAHOE CoUNIY Cm oF CHERRY Ha.ts VD.LAGE By: By: . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............................ Name: Name: Title: Title: Date: Date: ■ I ■ I ■ II ■ ■ ■ I I I ■ ■ I I I ■ I I I I I ■ I I I CITY or ENGLEWOOD CITY OF GREENWOOD VD.LAGE By: By: • • • • • • • • • • • • • • • • • • ■ ••••••••• Name: ............................ Name: Title: Title: Date: Date: ........................... CITY OF Ll1TLEl'ON Crrv or SHERIDAN By: By: Name: ............................ Name: Title: Title: Date: Date: I I I ■ I ■ ■ ■ ■ I I ■ ■ I I ■ ■ ■ ■ I I I ■ ■ I I ■ I I I I I ■ ■ ■ ■ • I I I I ■ I I I I I I I I I I I ■ Soum MEJ'RO FIRE Rl!sCUE By: ■ I I I I I ■ ■ ■ ■ I I I ■ ■ ■ I ■ ■ ■ I I I I I 4 I I Name: Title: Date: Attocbmeot A Inform RMS Llcenalng1not finaHzedl The following is each agency's current licensed and requested licensing for the Combined RMS system. The "Currently Licensed Column" indicates whether the licensing has already been purchased ("Yes"= licensing has been purchased, "No"= licensing still needs to be purchased). Allocated Licensing amount for each agency is subject to change based on availability of unused licensing and the purchase of additional licenses. ~ All Agencies Inform RMS Server Software (Number of RMS User and concuffent RMS FBR User that are licensed to connect to the RMS Server). All Agencies Microsoft SQL Server Enterprise Arapahoe Sheriff Inform RMS & FBR Users Greenwood Inform RMS & FBR Users VIiiage PD En11lewood PD Inform RMS & FBR Users Littleton PD Inform RMS & FBR Users Sheridan PD Inform RMS & FBR Users Cherry HIiis PD Inform RMS & FBR Users South Metro Fire Inform RMS & FBR Usen Rescue Cost Allocation LlWla 1YRI Amlllllll Server (£ ·101-250 RMS U1ers) Server 4Cores Client 170 Client 55 Client 62 Client 60 Cllent 12 Client 17 Client 6 ~ .LlaDwl Yes Yes Yes No No No No No No Each Party's annual maintenance cost for the Combined RMS is based on a percentage of the https://englewoodgov.clvlcweb.neUfilepro/documents/566437prevlew=56644 8111 • total number of RMS User and FBR licenses licensed by each Party. The following methodology will be used in determining the annual Combined RMS costs for each Party. Methodology: • Each Party is solely responsible for the cost of renewing the annual maintenance for their licensed RMS User and FBR licenses. • Each Party is solely responsible for the cost of renewing the annual maintenance on any interfaces, RMS Modules, additional software or licensing that is only used by that said Party. • Parties will share the responsibility for the cost of renewing the annual maintenance on any shared Combined RMS module licensing, and/or interfaces in which is used by each Party. • Parties will share the responsibility for the cost of renewing the Combined RMS annual maintenance on the RMS production system, test and training systems, RMS disaster recovery system, and virtual replication software licensing for all production virtual servers dedicated for the Combined RMS. • All Parties will share the responsibility of the annual cost for renewing SQL SetVer Enterprise Software Assurance licensing based on the current licensing model dictated by Microsoft for the licensing required for the Production RMS web and RMS classic SQL servers. • All Parties will share the responsibility of the cost for refreshing hardware for one ( 1) blade server. Cost will be spread out using the average cost to purchase new hardware over a 4-year period. • The annual total maintenance cost for TriTech Licensed Software, per the Arapahoe County contract with TriTech, will increase at a rate of 3% each year. RMS/fQB Aa;enrv l.lilnw etmnbll Arapahoe County Sheriff's Office 170 44.51m Cherry HIiis VIiiage PD 17 4.45" Enslewood PD 62 16.23% Greenwood VIiiage PD 55 14.40" Llttleton PD 60 15.71% Sheridan PO 12 3.14" South Metro Fire Rescue 6 1.57% Total 382 100.00" Funding AdmlnJstratlon Arapahoe County Government will act as the fiscal agent for the board and all participating Agencies and will be responsible for the following: • Payment of vendor invoices for shared software licensing maintenance costs defined within this agreement. • Invoicing each Agency for their portion of the Hardware Refresh Replacement fund & shared Software Maintenance Costs. Ongoing Funding Requirement (starting In 2019) RMS Server Hardware and Software Maintenance Cods SQLServer Inform RMS Ent SA Inform RMS Server Inform RMS Zerto Ucenslng Server (Test& Server Repllcatlon Agency• Percentage (4Coresl (Production) Tralnln1) (DR) (S Ucenses) Arapahoe County 44.50" $11,570.00 $10,285.29 $1,262.02 $631.01 $1,212.14 Cherrv Hills Vllla11e PD 4.45" $1,157.00 $1,028.53 $126.20 $63.10 $121.21 Englewood PD 16.23" $4,219.80 $3,751.24 $460.28 $230.14 $442.09 Greenwood VIiiage PD 14.40" $3,744.00 $3,328.27 $408.38 $204.19 $392.24 Littleton PD 15.71" $4,084.60 $3,631.05 $445.54 $222.77 $427.92 https://englewoodgov.civlcweb.nel/filepro/documents/56643?prevlew=56644 Hardware Replacement (1 Blade) Total Cost $1,668.75 $26,629.20 $166.88 $2,662.92 $608.63 $9,712.18 $540.00 $8,617.09 $589.13 $9,401.01 9/11 South Metro Fire 1.57% $408.20 $362.87 $44.53 $22.26 Sheridan PD 3.14% $816.40 $725.75 $89.05 $44.53 Total 100.0°" $26,000.00 $23,113.00 $2,836.00 $1,418.00 Note: The cost provided for each agency is an estimate on the current expected costs for 2019. The amounts above is in addition to any other licensing and maintenance costs that each Agency may have with the RMS vcn\lor. Attacbmeot a locfdent Prtodtv ClassJftqtlon Priority Level Descrl11tlon Pl -Priority Level 1 Crltlal -a major loss of a mission critical system or service; or loss of access to a customer group which performs work which Is crltlcal to business; a full service or ma]or system outase; use of all available resources until resolved, on-call procedures activated and vendor support Invoked. Impacts recosnlzed are In the loss of major assets, resources, or sensitive data; may cause srsnlflcatlon financial loss; may Impede the organization's mission, reputation or Interest. P2 -Priority Level 2 Hl1h; high Impact-an Incident affecting an Individual; or an Incident with a loss of service to multiple customers on crlttcal business function; completely Impacts the user's ablltty to do work or an Issue that Impacts a VIP [lndudes Dept. Directors; Elected Offlclals; Undersheriff; Chiefs}; IT support resources respond, assess the situation and may Interrupt other staff working on low or medium priority Jobs for assistance. P3 -Priority Level 3 Medium; mal'lllnal Impact-an Incident with limited Impact and which Is not crlttcal to business, partially Impacts the user's abllity to do work or one for which a workaround exists; respond using standard procedures and operatlns within normal supervisory manasement structures; may cause minor damase, financial loss and result In negative publicity for the orsanlzatlon; minor system outage; minor delay. P4-Priority Level 4 Low; negligible Impact-an Incident with Inconsequential Impact and which Is noncritical to business; may only affect 1 customer; has no Impact on the user's ablllty to do work; response using standard operating procedures and as time permiu. PS -Priority Level S Planned or Scheduled Request-a scheduled request for moves, adds, deletes/ retire, change. This is tied to the Request Fulfillment process and RFC Standard (pre-approved chanses); or an Informational request AttacbrocotC $42.77 $85.53 $2,723.90 Arapahoe Cherry Hills Englewood Greenwood Littleton Sheridan County Vlllase VIiiage https://englewoodgov.civlcweb.nel/filepro/documents/56643?prevlew=56644 $58.88 $117.75 $3,750.00 South Metro Flre $939.50 $1,879.00 $59,840.90 10/11 Hub X Node X X X X X X Node network connecttvlty to Hub X X X X X X RMS Server llcenslng X X X X X X X RMS User llcenslng X X X X X X X RMS FBR lltensln11 X X X X X X X Interfaces specific to each Partv X X X X X X X https://englewoodgov.ctvicweb.nel/filepro/dowments/56643?prevlew=56644 11111