10-08-2013 SOTAR Per Police DeptSOTAR User Copy
AGREEMENT
BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF THE
COUNTY OF DOUGLAS AND
THE TOWN OF AVON /AVON POLICE DEPARTMENT
THIS AGREEMENT made this 'day of AJ , 20 1_�?, by and between the
Board of County Commissioners of the County of Douglas, State of Colorado ( "DOUGLAS
COUNTY "), and the TOWN OF AVON /AVON POLICE DEPARTMENT hereinafter referred
to as ( "USER "), hereinafter referred to jointly as the Parties ( "PARTIES "); and
WHEREAS, pursuant to the provisions of Article XIV, Section 18(2)(a) of the Colorado
Constitution, and section 29 -1 -203, C.R.S., there is established a means whereby governmental
units may cooperate or contract with one another to make the most efficient and effective use of
their powers and responsibilities; and
WHEREAS, DOUGLAS COUNTY has developed a system to manage and exchange
information regarding sex offenders which is accessed through a web -based interactive software
program called SOTARTm. DOUGLAS COUNTY has exclusive rights of ownership in the
SOTARTm system including, but not limited to, SOTARTM, the name, the software, all source code
contributed by Douglas County, the structure of any data repositories created to support
SOTARTM, and all associated documentation (collectively, "SYSTEM ").
WHEREAS, USER desires to obtain access to the SOTARTm SYSTEM.
WHEREAS, DOUGLAS COUNTY agrees to provide USER access to the SOTARTM
application on a basis commonly known as "software as a service" whereby USER has access to,
but does not receive a copy of, SOTARTm and obtains no right, title or interest whatsoever in or to
the SYSTEM.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and the recitals as set forth above, the PARTIES hereby agree as follows:
TERM OF AGREEMENT AND TERMINATION. The effective date of this
AGREEMENT shall be the date of signing by DOUGLAS COUNTY and USER,
whichever is the last to sign. This AGREEMENT shall remain in full force and effect
from the effective date until either PARTY elects to terminate this AGREEMENT
upon 30 days prior written notice to the other PARTY.
SERVICES. DOUGLAS COUNTY will provide USER non - exclusive, limited
access to SOTAR for only the following activities: view the portion of SOTART "'
available to law enforcement personnel (which includes access to all data input by
jurisdictions that participate in SOTARTM), view the portion of SOTART ", available to
the general public and, subject to Section 7 below, access SOTARTm so that USER can
input data regarding sex offenders residing in its jurisdiction (all of the above
collectively are "SERVICES "). DOUGLAS COUNTY may suspend or terminate the
SERVICES in the event USER fails to comply with any of the terms and conditions
D. Failure of a party to make appropriation of amounts required in any fiscal year, if
not promptly cured, shall result in termination of this Agreement.
6. DEPLOYMENT AND OPERATION. DOUGLAS COUNTY shall provide the
SYSTEM in its "AS IS" condition. DOUGLAS COUNTY is not obligated to provide
customizations specific to USER for the SYSTEM. DOUGLAS COUNTY shall use
reasonable efforts to maintain the servers and infrastructure necessary to run the
SYSTEM. Provided, however, inaccessibility of the SYSTEM related to high traffic
volume shall not be a breach of this AGREEMENT. USER shall call 303 - 814 -7040
(or such other number USER is notified to call) for any issues in accessing SOTAR or
the proper function of the SYSTEM. DOUGLAS COUNTY may modify (add, delete
or change) the functions and format of the SYSTEM at any time and in any way
without any advance notice to USER. DOUGLAS COUNTY may discontinue the
SYSTEM altogether at any time upon 30 days prior written notice, in which event
USER shall be entitled to a pro rated credit of the service fee, if applicable, that
USER paid for the year in which the discontinuance occurs. The credit may be
applied to any amounts USER owes to DOUGLAS COUNTY.
7. LOCAL ADMINISTRATORS. USER will designate a maximum of three (3) Local
Administrators within USER'S jurisdiction and provide DOUGLAS COUNTY with
their contact information, and notify DOUGLAS COUNTY promptly if they are
removed or replaced. DOUGLAS COUNTY will provide and maintain a contact
number and email address, through which only USER'S designated Local
Administrator(s) may communicate to DOUGLAS COUNTY any issues or concerns
with SYSTEM availability or performance. DOUGLAS COUNTY will communicate
via the contact information for the Local Administrators it has on file regarding the
SYSTEM including, but not limited to, any planned system maintenance or outages
or known system defects.
USER ACCESS AND MAINTENANCE; LICENSE. As a condition of granting
USER access to the SYSTEM, USER shall input data on all existing and new sex
offenders in USER'S jurisdiction and manage existing data in the data repository
underlying SOTAR -. DOUGLAS COUNTY will provide the Local Administrator(s)
with a secure login ID and password, limited system documentation and instructions
for acceptable use. USER'S Local Administrators shall be responsible for
provisioning, de- provisioning, maintaining and supporting system operators in
USER'S jurisdiction. Each operator shall have a unique login in the system. Only the
Local Administrator for that jurisdiction shall have access to the user management
feature for the USER'S jurisdiction. USER understands and agrees that USER shall
be solely liable for any errors, omissions or claims arising out of or related to the data
USER input into the data repository underlying the SOTAR- application. USER
understands and agrees that all data input by USER will be viewable by all other
authorized users of the SYSTEM.
9. USE OF USER INFORMATION. USER understands and agrees that, even if
USER discontinues is use of the SOTARTM application, DOUGLAS COUNTY and all
otherwise even if DOUGLAS COUNTY is advised in advance of the possibility of
the damages in question and even if such damages were foreseeable and even if
USER'S remedies fail of their essential purpose.
15. NOTICE. Any notice required by this AGREEMENT shall be given, in writing. Any
such notice shall be deemed given (a) on the date of delivery, if personally delivered (if
a signed receipt is obtained); (b) by electronic transmission, provided electronic or other
written confirmation of delivery is obtained; or (c) on the third business day following
mailing by registered or certified mail, return receipt requested, provided proper
postage was prepaid and the mail was addressed to the address set forth immediately
below or such new address that is given to the other PARTY in accordance with this
Section 14.
A. To USER:
Avon Police Department
Chief Robert L. Ticer / Krista Jaramillo, Admin. Services Officer
1 Lake Street, P. O. Box 975
Avon, CO 81620
(970) 748 -4040
B. To DOUGLAS COUNTY:
Douglas County Government
Sheriff s Office IT Department
4000 Justice Way
Castle Rock, CO 80109
(303) 814 -7006
16. APPLICABLE LAW. The PARTIES agree to comply with applicable federal, state
and local statutes, charter provisions, ordinances, rules, regulations and standards as
are in effect at the time this AGREEMENT is executed and as they may change from
time to time. Any disputes arising under this AGREEMENT shall be brought
exclusively in Douglas County District Court in the State of Colorado. USER hereby
knowingly and voluntarily waives any objection to Douglas County, Colorado as an
inconvenient forum and hereby consents to the exercise of personal jurisdiction by the
Douglas County District Court in the State of Colorado. The PARTIES may mutually
agree to informal resolution of disputes. Prior to filing litigation, the PARTIES shall
discuss participation in alternative dispute resolution, which may include pre -suit
mediation or settlement conferences.
17. NON - WAIVER. The PARTIES shall not be excused from complying with any
provisions of this AGREEMENT by the failure or delay of any PARTY to insist upon
or seek compliance with such provisions.
18. SEVERABILITY. Should any provision(s) of this AGREEMENT be determined to
be illegal or unenforceable, such provision shall be modified to make it legal and
enforceable to the fullest extent of the law. In the event modification would not make
the provision legal and enforceable, such provision shall be deleted from this
THEREFORE, IN WITNESS WHEREOF, the PARTIES hereto have executed this
AGREEMENT the day and year first above written.
THE BOARD D COUNTY COMMISSIONERS
OF T BO OUNT OUGLAS, COLORADO:
Date: ��� /,3
David A. Weaver
Sheriff
APPROVED AS TO LEGAL FORM:
�p �)
Date: 1
Kelly unnaway,
Depu County Attorney
TOWN OF AVON /AVON POLICE DEPARTMENT
Date: 1
3
Rich Carroll
Mayor