The URL can be used to link to this page

Home My WebLink AboutTELEWORKS - CONTRACT - CONTRACT - TELEWORKSParties: TELE-WORKS/CITY OF FORT COLLINS AGREEMENT COVER PAGE Tele-Works: Tele-Works, Incorporated Virginia Corporation 1080 South Main Street Blacksburg, Virginia 24060 Tel: (540) 953-2631 Fax: (540) 951-4016 Attn: Elaine Vass Gal Customer: City of Fort Collins a Colorado municipality PO Box 580 Fort Collins, CO 80522 Tel: 970-221-6775 (Purchasing) Fax: 970-221-6707 Attn: Jim Hume, Senior Buyer Agreement: This Agreement is comprised of the following documents, which are incorporated by reference: Cover Page Terms and Conditions Scope of Work (Attachment A) Quotations (Attachment B-1 to B-3) In the event of any inconsistency between any of the documents listed immediately above, the Terms and Conditions shall control. Effective Date: Contact Persons: Tele-Works: Elaine Vass Gal, Business Manager, (540)951-6473, evassgal@tele-works.com City of Fort Collins: Brenda McCoy-Manfredo, Project Manager, 970-221-6528, bmccoy@fcgov.com Project: The provision, delivery and installation by Tele-Works for Customer of the Hardware, Licensed Software, Applications and Services, and acceptance by the Customer of the Applications. The Hardware (if any), Licensed Software (if any), Applications and Services (if any) are defined in Attachment A. After the expiration of any Warranty, maintenance must be purchased on an annual basis. Customer must enter into Tele- Works then -current Product Support and Maintenance Agreement (PSMA) in order to continue maintenance services. The terms of this Agreement shall apply to any Deliverable provided by Tele-Works to Customer pursuant to this Agreement and/or pursuant to any purchase order agreed between the parties hereto. If this document is deemed an offer, any acceptance shall be limited to the terms of this document. If this document is deemed an acceptance, it is expressly conditional on Customer's assent to the terms of this document as the sole and exclusive terms of their agreement. In the event of any purchase order or confirmation the provisions of this Agreement shall control and be the exclusive, complete, final and entire agreement of the parties. All prices charged for Deliverables are exclusive of federal, state and local excise, sales, value added, use and similar taxes. Customer shall has been completed, whichever is earlier. The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued. Contractor is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: Notify such subcontractor and the City within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. If Contractor violates any provision of this Agreement pertaining to the duties imposed by Subsection 8- 17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Contractor shall be liable for actual and consequential damages to the City arising out of Contractor's violation of Subsection 8-17.5-102, C.R.S. The City will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the City terminates the Agreement for such breach. 13. PROHIBITED INTEREST 13.1 Tele-Works agrees that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its responsibilities hereunder. Tele- Works further agrees that in the performance of the Agreement, no person having any such interests shall be employed. 13.2 No official or employee of the Customer shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. 14. GENERAL PROVISIONS 14.1 Independent Contractor. In the performance of this Agreement, Tele-Works shall act as an independent contractor and not as agent of the Customer except to the extent Tele-Works is specifically authorized to act as agent of the Customer. 14.2 Books and Records. Tele-Works books and records with respect to the Deliverables and reimbursable costs shall be kept in accordance with recognized accounting principles and practices, consistently applied, and will be made available for the Customer's inspection at all reasonable times at the places where the same may be kept. Tele-Works shall not be required to retain such books and records for more than three (3) years after completion of the Project. 14.3 Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be sent to the respective parties at the addresses set forth in the Cover Page, or to such other addresses as may be designated by the parties in writing from time to time in accordance with this Section, and must be: (a) personally delivered; (b) transmitted by United States postage prepaid mail, registered or certified mail, return receipt requested; or (c) transmitted by reputable overnight courier service, such as Federal Express. All 10orII notices and other communications shall be deemed to have been duly given on (i) the date of receipt if delivered personally, (ii) upon receipt or refusal of delivery if transmitted by registered or certified mail, return receipt requested, or (iii) the first (1st) business day after the date of deposit, if transmitted by reputable overnight courier service, whichever shall first occur. 14.4 Assignment. Neither party shall assign, transfer or otherwise dispose of this Agreement in whole or in part to any individual, corporation or other entity without the prior written consent of the other party. 14.5 Entire Agreement. This Agreement constitutes the complete, final and entire agreement between the parties hereto and supersedes all previous negotiations, agreements and commitments with respect thereto, and shall not be released, discharged, changed or modified in any manner except by instruments signed by duly authorized officers or representatives of each of the parties hereto. No course of prior dealing between the parties and no usage of the trade shall be relevant to supplement or explain any term used herein. There are no third party beneficiaries to this Agreement. 14.6 Applicable Law. Any claim or controversy relating in any way to this Agreement shall be governed and interpreted exclusively in accordance with the laws of the State of Colorado and venue for any dispute arising out of this Agreement will be in Latimer District Court. 14.7 Partial Illegality. If any provision of this Agreement or the application thereof to any party or circumstances shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law. In such event, the parties shall use their best efforts to replace the invalid or unenforceable provisions by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision. 14.8 Waiver of Compliance. Any failure by any party hereto to enforce at any time any term or condition under this Agreement shall not be considered a waiver of that party's right thereafter to enforce each and every item and condition of this Agreement. No waiver shall be effective unless made in writing and manually signed by the waiving party. Except as set forth in Section 3.2 hereof, this Agreement may not be altered, amended or modified in any way except by a writing manually signed by both parties. II of II Attachment A: Scope of Work e-Commerce Initiative with Tele-Works General Overview: The City of Fort Collins is committed to provide easier access to information for the citizens of the community by implementing an e-commerce initiative. The citizens and business community is becoming more technology savvy and is demanding more options to interact with their local government to receive information and services, therefore, the city has selected Tele-Works, Inc., to provide the e-commerce application software that will allow the city to deliver the services the community is demanding. The program will provide to the public a single interface to interact with departments that provide services through multiple technological formats. Through this single interface, the best of breed applications that supports specific city activities will be updated with immediate information as the user interacts with their individual accounts. Additionally, the city will work with Tele-Works to develop new interfaces to bring additional city services to an e-commerce environment. The city will enter into a contract with Tele-Works to provide the basic components to implement an e-commerce initiative and create separate Scope of Work addendums for additional custom interface applications for various city departments interested in providing e-commerce access to their customers. Such customized applications under consideration are: Utility Billing, Parking Services, Transportation Services, Municipal Court, Recreation, and Development Services, Basic E-Commerce Elements: The city wants to provide to citizens a portal interface to access a variety of information related to the organization. To accomplish this, the city needs to invest in technologies which support e-commerce applications that incorporate voice and data, TTY/TDD, and bi-lingual speech resources. eVision Platform The eVision platform is the basic unit for the Tele-Works application. The city will purchase 24 digital voice ports to support the communication of information via telephone using ISDN PRI standard protocols (N12). Tele-Works will supply two fax resources for on -demand or broadcast faxing capabilities and an analog port will be provided to allow TTY/TDD communication for the hearing impaired. The remaining elements of the eVision platform is the eVision 5.x certified server which is provided and configured by Tele-Works staff, and the licensing for each port for voice, fax, and TTY/TDD. ACISl311 ACIS, Automated Citizen Information System, allows citizens and businesses access to "Frequently Asked Questions" and general information on city services, and offers a standard format across the organization to provide information via the Web & IVR. Additionally, the ACIS module provides and automated way of collecting and routing and basic citizen inquires. First Responder The First Responder module is an advanced notification system that generates coordinated audio and text messages via multiple communications channels (phone, fax, pager, web, PDA). First Responder can interact with IVR to send outbound messages to citizens regarding city services, emergencies, and information. The Select Alert component of First Responder will allow citizens to sign up to receive outbound messages from the city. Citi-ID Citi-ID is a Tele-Works module that utilizes shopping cart logic to allow citizens and businesses to select individual account balances for payment through an itemized, individual account payment page. The user can make payments to multiple accounts they may have with the city for department applications that have been integrated with Citi-ID. Enhancement A )olications: The city strives to maximize its communication with citizens by providing technology that improves and enhances verbal and written communication. The modules that will be purchased are the following: Text -to -Speech Tele-Works will provide an enhanced text -to -speech module that will allow written text to be transmitted via telephone to sound more humanlike instead of computerized. This module will allow written text do be displayed via the web and instantly be converted into verbal text via the phone to ensure the same information is communicated immediately. This module will be provided in both English and Spanish. Interactive Voice Response (IVR) In addition to the enhanced text -to -speech module, the city will also acquire various IVR (TVR) modules that allows for the use of the telephone to access information, as well as use the telephone to make selections and payments. Web Interface The web interface module will allow access to information and payment processing via the Internet. Multi-lingual The multilingual module will allow the same interactive functionality of e-commerce applications for Spanish speaking citizens in the Spanish language for both the telephone and/or web. ePayment The ePayment module will provide core electronic payment processing functions for any IVR application that uses a single transaction processing method and processor. The module will perform secure transactions using Secure Socket Layer (SSL) encryption 2 and will complete real-time authorizations that initiate funds transfers using the Internet gateway, payment processor, and/or Internet merchant account provider. Credit card processing will be an added function for each application allowing the acceptance of credit card payments. The process will route payment processing information to core back end databases using City -provided programming interfaces. The city will determine a single credit card processing agency that Tele-Works will develop a gateway processing relationship with to process and settle credit card transactions. Additional Applications: The city will write a separate scope of work for each additional project that will utilize the Tele-Works ecommerce modules. Each project will have a separate price quote based on the scope of work and need for the individual departments. Installation/Training: The city staff involved with any ecommerce application will participate in the installation of the hardware and software provided by Tele-Works, and will participate with Tele- Works staff in the development of business applications and receive the appropriate training to administer, oversee and maintain the application. Proiect Management: The city has a single point of contact for the overall project management of the e- Commerce project located in the MIS Department. As various departments select to participate, a departmental project manager will work directly with Tele-Works and the city e-Commerce project manager to define the scope and implementation for the work. 3 Tele-Works, Incorporated =* — Attachment B-I: QUOTATION Contact: Brenda McCoy-Manfredo Agency: Fort Collins State: CO Description: eVision 5 x Including Enhanced Text -to -Speech with ACTS, FirstResponder and Citi-ID e VE THE FUTURE OF E-GOVEft LAMET IS . NOW NOW Account Manager: James Kim Date: 11)812006 Quotation Number: 06087 Quotedllnformation Solution Set Unit Price Qty I Extended Price eVision Platform X Voice Ports (min analog ovestment IAL min dge d invaslmeml [16p (per pod) $ 250.00 24 $ 6,000.00 ________ __ _ _____ X .. ( .... .. ... Fax Resources per resource) $ 250.00 2 $ .. 00 _ _ __ X TTV/TDD.Porls (na:port).. ..... .. .$.. .. ... .. 25000 1 250 $. .. 25000 _ ....................._.... ....._...... ..... eVisionL.Voice 725000 $X 33750: 00. X eVlson SxCmfed Server $ 7,000.00 i $ 7,000.00 X Enhanced Text -to -Speech Resources (English) (per point $ 1,000.00 16 $ 16,000.00 X pools (MUST also purchase English Resources) (per port) $ 600.00 8 $ 6,400.00 X ACISr311 $ 15,000.00 1 $ 15,000,00 X NR ePa ment Module $ 10,000.00 1 $ 10,000,00 Citi-ID________________________________ ___________________ X Citi4D gnlineProfile antl Shgpeing-Cal1_ __ __ ___ ___ ___ ___ ________ __ __ __ ___ ___ ___ ..'>................................... 30;000:00 1 $ ___._.__ .000.00 ._ _ _ X ___ Initial NR Application Integration_______________________________________________________________________ Charge__.___.__ ____________ ______________________________ ______________ ___________ X __________ _._ S apish Language Citi-ID _________No .___ _ _ $ 5,000.00 1 $ 5,000.00 X FlrstRes under (Bundle price includes components below- 14,500 Savings) $ 16,000.00 1 $ 16,000.00 Voice Broadcast _ JNITDD Broadcast Faz Broadcast Email Broadcast Web Broadcast ________________________________ I ____________ ____________________________ ------------------- ------ ___ ______________________________________________________________ SeleclAlert Subtotal $ 145,900.00 installation/Trainin XI 4 iStandard Installation and Tratninei Packe a DreOa esneeded; moduciestsivell 2,000.00 t i $ 2000.00 use Year Warranty Included Product Support and Maintenance A reement PSMA : 20%a Issuance of a Purchase Order/Notice to Proceed based on this quotation represents agreement to the disclosures listed below. Quotecillnformation EiVISION SOLUTION SET Sloping Language C1114D Users will have the opportunity to create an opine profile with the pumn ese of Tele-Worki Cili-W. Users go through a self -registration process using Mar a -mail oddness and a 4-digit PIN they assign themselves and identify the primary utility account to almch to their profile. Attaching municipal accounts requires validation information on Me account to be exposed such as SSN, street number, etc. Each application to be integrated into Citi-ID most be purchased and developed individually prior to integration. Multiple accounts can be attached to an online profile and were are given the ability to X manage and maintain Thar profile personal information. A lost PIN mechanism also exists that a -mails PINS lo profile users. AN e-inal communications are relayed through a City SMTP server. C161D also provides shopping cart logic that allows user to select individual account balances for payment througn an itemized, individual account balances payment page. This allows profile users to make payment for multiple accounts through a single credit card or check transaction (for same merchant account). Depending on the level of integration to the various host databases that Citi-ID may be lined to, each paid account may be updated directly in the host system or via WxNdual batch record. Dice Ports Customer may select either al digital or all analog voice parts. Digital-Analg combination confgurations are not supported. Analog Parts are purchased in increments of tow. Digilel ports am Installed IT X increments of 24 but can be purchased in smaller increments [16 minimum per 24-port card]. Digital line upgrades to existing cards can be purchased in increments of four. For digital installation, Customer is required to obtain an ISDN PRI and is responsible for coordinating the testing of the digital configuration with all related parties, including Tele-Works, any telephone system vendor and the digital service provider. Fax Resources X Fax Resources are software based resources for Faxon -Demand or Fax Broadcast purposes. These resources dynamically leverage the purchased analog or digital Voice pods. X TYFrDD Ports Each TTY port purchased supplies a single in -bound and out -bound port channel for the hearing -impaired. X Vision Per -Pert Licensing (applied to any Voice, Fax or TDDITTY Port) Tele-Works eVision software is licensed by Me port, regardless of port type. Vision S.x Certified Server X Industrial -grade. passive backplane chassis running Microsoft Windows 2003 OS Server accommodates Me eVision product line in either single or multiple service deployments. Exact specifications are subject to change to provide Me most up -to -dam configuration la Customer. X Enhanced Text to Speech Resources by SpeechW on Enhanced English and Spanish pronunciations for all text to speech conversions. Resources purchased in four pad increments per personalityllanguage. Automated Citizen Information System (ACIS/FAO/311) X ACIS/FAO Licensed Software allows Customets citizens and businesses to access answers to"Frequently Asked Ouestions and general information on agency services and offers the following standards and options: X Standard: Content Library Over 1,000 message template selections from Tele-Works On -Line Template Library and Scripiware© catalog. X Standard: Multi -Channel Presentation Simultaneous telephone and searchable web presentment of ACIS content. X Standard: Marketing B Implementation Manual Documentation of successful strategies used by other communities to promote the system to users. X Standard: Call Transfer Capability for callers to transfer to a live attendant at an internal extension associated with a particular message (phone system most support standard transfer) X Standard: Fax -on -Demand Capability to fax back documents associated with ACISIFAO messages (must purchase fax ports) X Standard: TTYITDD ACIS/FAO functionality for hearing -impaired users. (must purchase TTY/TDO pion) X Standard Multilingual ACIS/FAO functionalityin additional languages s,g, Spanish). (Recordings, Text- o-Speeoh ar trantabons are riot imiuded) Standard: Citizen Response Message ACISIFAO furctionality that allows I txad callers to leave a voice or toucMane response M a message. Responses are retrievable from ACISIFAO web adrenstralion o messages can X muted to a pre-set email address in wave (.way) file format. Combined with Voice Broadcast, CRM also provides survey and polling functionality enabling Me Customer to generate out- bound calls that prompt recipients to respond by voice ortouchlone to Customer -prepared queries. Tele-Works CRM Plug-in is not an issue tracking database. Fora complete list of compatible issue Trackimycrm database products, contact Toe -Works. Page 1 of 2 Tele-Works, Inc. Rev 1.1 328-06 TW - Fort Collins Attach B-I - D6057 11-8-06 xis ePayment Module The ePayment Module is licensed to provide core electronic payment processing functions for any TVR application heat uses a single transaction processing method and processor. The Modulewill perform secure transactions using Secure Socket Layer (SSL) encrypts, and Will complete auhwnzatrms and funds transfers using the Internet gateway, payment processor, andlor Internet Merchant Account provider contracted by Customer. Tele-Works will assist Customer to assure compatibility with the Customer -selected provider of these services; however, all associated vendor set-up and ongoing transactions fees are the responsibility of Customer. Upon verification of each transaction aulhonzatlon, a confirmation is provided o the user and the payment amount transferred by batch process to Customers Merchant Account. Payment information Is routed through the TVR Appkcation to the applicable data host in a mercer specified by the Customer M the Project Profile of during X application development. ePayment will provitle secure services utilizing Secure Socket Layer (SSL) encryption and a digital certificate from VenSign mat Customer is responsible for procuring. If Customercurrently maintains an SSL certificate on the appropriate server, no additional certificate is required. however, Customer will be responsible for keeping the security cedificate current An SSL Certificate is not required for non-payment TVR Applications, but may he employed at the discretion of Customer T ele-Works follows the CISPIPCI grndeNnes in do production of arc solutions. However, customers Should be awefe of CISPIPCI requirements and d their jurisdiction qualifies. CISPIPCI certification/validatmo is the ultimately responsibility of the merchant (local governor ent) and it is the merchants responsibility to assure that partner -vendors and their own internal operations comply in their specific areas of process control. FirstResponder Advanced notification system that generates coordinated audio and text messages via multiple communication channels. FirstResponder can be used in conjunction with TVR Application for outboard, proactive collections or Communications. FirstResponder Licensed Software includes SelectAlert, and Broadcast Modules for Voice, TTVrfDD, Fax and entail, any of which may be purchased unbundle X from FirstResponder, FirstResponder capacity for timely telephone calls can be determined by using the following method Assuming a 30 second per call standard, the system can make MO (2) calls pe minute per -pod. For example, a 24-port system can deliver 48 telephone messages per minute. For additional calculations, contact your Tele-Works representative. Broadcast Modules X Voice: Transmits outbound voice calls to lists of designated telephone recipients. X TTY/TDD: Disseminates event notifications to telephone numbers identified as TTY?DD-enabled devices. X Fax: Transmits unlimited outbound faxes to fax notification recipients. X I Web: Transmits text information to designated Customer webpage. X Email: Transmits unlimited outbound emails to designated email notification recipients. Alan Modules X SelectAlert: WeRbased personal alert manager included in FirstResponder that allows end -users to subscribe to notification topics and broadcast types. TERMS AND CONDITIONS Customer is expected to execute an agreement with Tele-Works that fully documents Terms and Conditions associated with a purchase of a Hardware Platform, Tele-Works Licensed Software andlor Modules. Tele-Works Is qualified to deliver these Products and will perform ifs obligations exercising an industry standard of care. Both Customer and Tele-Works understand the need for timely X installakn of the Products and neither will be responsible for delays caused by the other. Customer may terminate the Agreement upon thirty (30) days written notice, but is obligated to pay for service delivered by Tele_Works up to the termination date. For all Licensed Software, Tele-Works grants a personal, non-exclusive, non -transferable, noreassignable, non-sublicensable license W Customer to use the Licensed Software fords own business purposes, by its authorized personnel. Tele-Works reserves aft fights to the Licensed Software not expressly granted. Customer is responsible for protectkg against breaches Of privacy and unauthorized access to or misuse of the Application or data, including credit card and checking account numbers. INSTALLATION REQUIREMENTS AND PRODUCT TRAINING Ted, Works installation engineers will cooperatively arrange delivery and training with designated Customer personnel in coordination with Me milestones on the Timeline and Task List. Installation will include testing of Platform Hardware and Licensed Software. Tale Works will provide a Comprehensive list of Installation Prerequisites upon project launch so customer can prepare their site. Prerequisites include, but are not limited to, phone line avaiabtlity, system security and retwark envkonment. Customer must cancel any installation arrangement with Tele-Works thirty (30) days prior to X the scheduled date a avoid incurring the standard installation charges. Platform training explains physical atm trims of the hardware, system maintenance requirements and system administration. eVision training covers web -based administration features and functions. TVR training includes Me functionality of TVR Applications and ePayment, such as application seftings, ePayment logs and system usage statistics. Installation of TVR Applications may be either onsire of remote, based on Customer requirements. PLATFORM AND NETWORK ENVIRONMENT Platform will operate in a normal office environment, use standard telephone and network Connections and be Configured as a stand-alone rack mountable or desktop chassis. eVision will reside on the 5.x Platform and eVision or TVR Web Applications may reside on the 5.x Platform Cron a Customer -provided IIS web server. The 5.x Platform and any TVR web server will be maintained within a X secure network environment provided by Customer. Customer is responsible for all standard maintenance and Ifcensing for the Sx Platform and web server including, but col landed to, data archival and backup, service packs, security patches and updates and domain registration. Customer will license and install anti -vies software and periodically update viros definitions to assure that Tele-Works products am protected from viruses that could be contracted from any source including, but not limited o, the local network, Me Internet, email, physical disk or data exchange. WARRANTY X Tele-Works warrants Me product to be free of defects anda; responsible for Correcting problems at nor Cost to the customer for a perad of 12 months from installation date. The warranty can be extended by entering into and renewing an annual Tele-Works Product Support and Maintenance Agreement (PSMA). PRODUCT SUPPORT AND MAINTENANCE AGREEMENT PSMA) Description- Tele-Works Product Support is provided free of charge for the fimt year following installation of any given product. Following this term, the customer may enter into an annual Product Support and Maintenance Agreement (PSMA) for ongoing support services. Tele-Works will support Me Core eVision Platform and associated Tele-Works applicators tar 5 annual PSMA terns. X loge y plying p rage data by Me actual Itsl price total of Me PSMA Percen RatefFe s- The rate of PSMA is 2A percent. The annual PSMA fee s computed b mW6 the annual percentage products purchased. Professional services and installation and training are rot included in the PSMA Computation. Upgrades- Before me end of the fifth year of the PSMA cycle, customers are required to upgrade the core aviation Platform. All contract terms and pricing are subject to change at the time of upgrade. CUSTOMER RESPONSIBILITIES X Customer is expected to accept certain fundamental responsibilities to assist in timely project completion. The Timetbre and Task List specifically documents project responsibilities of Cusamef and Tele-Works. Customer responsibilities include, but am not limited to: Customer Project Management Responsibilities Identify reporting lines of communication and approval to Tele-Works Assign responsive internal project manager Facilitate Communications with any third parties not directly contracted win Tele-Works Pay invoices promptly and accordirg to terms X Specify and provide feedback on design, Content, phrase lists Respond to business practice inquiries Approve and sign off on application flows and diagrams Schedule installation infrastructure including phone lines Schedule and assure attendance of applicable personnel at trading sessions Conduct Customer Acceptance Testing (CAT) Accept delivery of Products Page 2 of 2 Tel,Works, Imw Rev 1-1 3-28-013 TW - Fort Collins Attach 8-1 - Q6087 1 L8-06.xls � Tele-Works, Incorporated Attachment B-2: QUOTATION 3/ _ Contact: Brenda McCoy-Manfredo Agency: Fart Collins state: CO Description: Utility Billing TVR Application for Web Interface with ElPaymenls e v l "On �ttn% THE FUTURE Of E-LOVERki IS NOW go Account Manager: Date: Quotation Number. James Kim 1118I21)l 06088 Quoted/Information Solution Set Unit Price City I Extended Price Tele-Works Voice Response TVR X ______.____________ X NR So are License ______-__.____.__.__-__--_.________._______-________________________________-____-__________ NR Conti uration Utili Billin Weh $ 15.000.00 ._____._______._________.______-__ $ 10,000.00 1 -_-____.__. 1 $ _-_______-_____-___-_____-__- $ 15.000.00 10.000.00 TVR Confi uration Add Ons _X- - _ X CredR Card Processing lmpat na.e apeymem Modub) - - - .Check COateway)_Pfocessiltg (Moat nave ePayment SAodWel __.__.__.___-____.- ___ _ .__ _ __-_ .-_-_____-_______-__ S apish Language Web Application $ - - - - _ -_ _-350000-_----i $.__-______.________._________-3,500-00______�_____ $ 12,500.00 1 $-_--------------------7,500.00 $-____3500A0 --------- $ 12,500.00 Subtotal S 44,500.00 Installation/Trainin X Remote Software Installation One Year Warren $ 500.00 1 $ InGuded 500.00 Product Su ort and MaintenanceA reement PSMA: % Issuance of a Purchase Order/Notice to Proceed based on this quotation represents agreement to the disclosures listed below. QuotedAnformation .VISION SOLUTION SET Scoping Language for Utility Billing TVR Ap offo Lion end CIN-ID The Cityisresponsible for providing an application programming interface (API) to support all stated fundimalxy Tale -Works Shandong Utility Billing Web applicagon allows deers to lookup their 0,10 accounts for general status and balance Information remove current bill details, and make payment. The user logs In by providing their ufiiity accoutnumber. The agency can optionally require an Additional login parameter returned from the database such As street number at whore address for wtidation. IfwpWo dbytba APl,theeppRmlianwillme pimaccouM X statuses and flags affecting the user expenence such as closed accounts,shutoff/disconnect conditions; or accounts flagged for special services such as automatic debang and budget billing. The user may haw the option to A line item breakdown of their curent bill detail or New a printable HTML-based account summary page. With the purchase of Tele-Works'payment module and its appropriate complements, the user can have to option to make A payment oa Moir account by credit antl or check. Successful payments will generate a confirmation number for reference purposes. The agency Will be provided with a log of all payments accessible through a Wab- basad administration tool for reference And reporting purposes. X Tel.-WArke Vels, Response(TVR) Software Llcanes A TVR Software License is required to run a TVR application. If multiple applications are installed, a corresponding number or TVR Soffwere Licenses are required. Ted -Works Vol. Response (Ti SONawas Canegi r.don TVR Applications are configured based as business logic, application requirements and design documents developed cooperatively between Tele-Works ant client Projed Management. Configuration costs minor application and integation compbxlty. Pricing nor any NR Application isto he considered an ea ant until A Requosi for Quote is submitted and a firm qume provided. Should the database ever change, depending on severity of change, new application development fees may be incurred. X Development is subject to the functional limitations and the contractual tames and conditions associated with database functionality, integration procedum, and/or use ofanyapplication programming interface (API)fmm Custom esdatavendor. Customer is responsible for supplying the integration procedures to Tele-Words and for ongoing maintenance and associated costs of the interface if obtained from a third -party or inbmally dendicIa . Application DevWlopmerawill not commence unlNe Project Manager designated by Cuslomerapproves.11fiowsend final applicationdiegrems. Customer Project Manager is expected to adhere to the attached TimaMe and Task List in He, to avoid delays in design and implemrrmelion. x Web late,(.. System users will access TVR Applfbadmr(s) vie standard Web Bowsers (IE recommended). x Multilingual Applications with the same interactive functionality are available in Spanish as an Additional language for both the phone and/or web. Credit Card Processing x Credit Card poceswe is Added per application As required for credit cam payments and uses the ePayment Module Core for wnfication, Authorization and settlement functions. Credit Card trenseIXions will be routed for payment pmceaeing end posted to the application data hest as dkeaod by Customer and mode Possible As the provided integration method as detailed in The requirements documentation to, each application. .Chack (Gateway) Pmc... in, x eCheck(Gateway)processing is added per application as required for electronic check payments a ad uses the ePayment Module Co. for wnficatiao, authorization and settlement functions. eCback lrens.ctions will be muted to payment processing and pasted to the spplicatom data host As dlreded by Customer and made poRa ble via the provided integration method as detailed in the requirements documentation for each application. TERMS AND CONDITIONS Customer is expected to execute an agreement with Tsle-Works that fidly documents Terns and Condtions Associated with purchase ofa Hardware Platform,Tel-iiii Licensed Software and/or Modules. Tel. -Works is qual'diad to deliver these Products and will perform its obligi exercising en industry steMam of as Both Customer and TelsWord, understand the need for timely installation of the Products and neither will he responsible x for delays caused by the MhAI Cusmmar may mrmmale the Agreement upon thirty (M) day. woman notice, but Is obligated to pay for services delivered by Tele-Works up to the termination date. For all Licensed Software, Tole -Works grants a personal, nonexclusive, non-hersferebN, nonassignable, nonaublicansable license to Customer to use the Licensed Software for its own business purposes, by its authorized personnel, Tole -Works reserves all rights to the Licensed Software not expressly granted. Customer is responsible for protecting against breaches of privacy end unautMnzed access to or misuse of the Application ordata, including credit card and checking arcai number. INSTALLATION REQUIREMENTS AND PRODUCT TRAINING a engineers will aaoperetiv arrange and training with designated Customer in with the on Timeline and lndutlA tasting Plallomi Hardwaren. an ononar clst. , busi he h t I HaMwarAand LicensedS ill e a comprehensive omer offaides uponprojectlaunchcustomerit include, Prerequisites include,e litre I vitlstomer launch s(30)day. x TProject sareml regulation charhone and woTelrWoMonment must combat any arrangement with availability, system security and network environment. Customer must.n.leny installation ercengement with Tele-Works ihidy(30)tlaya poor to Me scheduled date to avoid mounting the standard insfellatian charges no, to scheduled Plaffma- Ve rang explains physical alMbutee aides hardware, system maintenance requirements and system administratem, Vision training covers wad based administration features and functions. TVR training includesthe functionality of TVR Applications and ePayment, such as apPftcatian.ttings, ePayment bgs end system umga statistics. Insleilel'wn of TVR APWicetion%may he ekMr oreile or remote, based on Customer requiremaMs. PLATFORM AND NETWORKENVIRONM NT Platform will operate in a normal office environment, use standam telephone and nahmal, connections and be configured as A standelana Fork mountable artleaktop chassiseVdion will reside on the 5, Platform and WVision o TVR Web Applications may reside on the 5.x Platform or on a Cuslonne,a aided IIS web server. The 5.x Platform and any TVR web server will be me intainsd within a secure network environment provided by Customer. X C"makir a responsible for lift mendiod mladenarwe And licensing for the 5.x Platform and web server including, but not limited to, data archival and backup, service packs, security patches end updates and domain regadrarwn. Customer will license and install An irvirus software and periodically update virus definition$ to assure that Too -Works Products are protected from viruses that could be contracUd from any sour. including, but root limited to, the local network, the Internet,'mail. ph,i.l disk or data exchange. Page 1 of 2 Tele-Wa Rs, tnc. Fain, I 3-26-06 TW - Poe Caul,' mtach 82 0966d t t-6-re As Customer Acceptance me,'g igito s, ihirty(30)calendertla aperiod. Protluct CAT commences once Tale -Works has completed installation, or in me room o/a TVRA licetion orePa Works M1as mmplated foal change orders conasponasI, to call Flows and/or appliwhon tliagrems approvetl le Customer. CAT is sus X Customer. CAT resumes immediately upon Cuslomaracknowledged resolution of the product failure. If Cuslomertloas not pp Ymanl Module installation, once isle - considered accepted by Customer and subject to final panded for any period of time required for Tel. -Works to correct a product failure reported by that the Application has transitioned from development end test mottle to `nclusion of the CAT period, TaleWorkswill sand a Project Close Le Letter nolifi as ofihe inception the one CAT 1 Production and supppR mode. period, the Applicabpn will be ( )year Wamenty Period and varificalipn WARRANTY X Tale -Woks warrants the an annual Tele-WoAs product to be free of defects and is renewing responsible for correcting problems al no onsl to the customer for Period of 12 months from installation data. The warranty can be mended b Product Support and Maintenance reggreemen[ (PSMAJ. PRODUCT SUPPORTAND MAINTENANCE AGREEMENT PSMq) yenredng lino and Description —Tale -Works Product SuppoR is provitlad /ree o(charge for the frsl year following inalallation of any given protluct. Fallowing Ihis tent, the customer may Agreement (PSMAJ for ongoing suppoR services. Tale -Works will suppoR iM1e core eV'rsion Pletfpnn and associalad Tale- X Works epplicetions for 5 annual PSMA term.Y enter into en annual Product Support and Maintenance PSMA Parcantag. RatalFee— TM1e rate of PSMA is 20 msWllation and hainin Peroe^t. The annual PSMA tea is wmputetl by multiplying the annual percents g are opt includetl in [ha PSMA computelion. ge rate by the soup i list Npgrades— Before the end of the fiflM1 year of the PSMA cycle, customers are re price [Dial of the protluds purchasetl. Professional services and quirad to upgrotle Iha core eVision Platform. All contract X /eons and pricing are subject to change at the time of upgrade. CUSTOMER q—gpONS1=ILITIES Customer is expected to accept certain funtlamenrel res esponsibililias include, but ere opt limited to: P°nsibilili.s to assist in timely project wmpletio n. Idarify reporting lines of communication and appm val to T.le-Works Assign responsive imeIn., project manager Facilitate communications with any third parties not directly cortmomd with Tele-Works Pay invoices Promptly arM according to [arms Specify and provide feedback on design, content, ph... lists Respond to business Pmdice inquiries APpmve and sign oR pre application (laws and diagrams Schedule installation in/astructure including phone lines Schedule and assure atlandance of applicable personnel at treining sessions Conduct Customer Acceptance Testing (CAT) I Provide Application Programming Interface (API) Obtain SSL Certificate 'X Obtain domain name/ONS registration for web server Arrange network and phone vendor support Provide secure nehvork environment X Secure a payment Processor Secure an Internet Merchant Account and Internal Getaway Povide ACH apacifical from bunk 1, TM1e Timeline antl Task List s —� p.cifically documents project responsibieties of Customer arq Tale -Works. Customer Page 2 of 2 Tem Work., lnc. Rev 1.1 3-28-06 TW -Fort Collin. Allach 3-2 - 06088 11-8-06. A. Tele-Works, Incorporated �� Attachment B-3: QUOTATION Contact: Brenda McCoy-Manfredo Agency: Fort Collins State: CO Description: ePayment Toolkit Issuance of a Purchase Order/Notice to Proceed based on this quotation represents agreement to the disclosures listed below. Quumbu nformabon THE FUTURE Of E-GOVERNMEN os so In Account Manager: Date: Quotation Number: James Kim 11/13/2006 Q6094 The sland-elon.e....an,lOalkitprovido. Wab integration m1lulmaslo Tole -Works' epeyment module for credit cob end/or check a manta. Te)e- ustomerp�yment in/ormation and the subsequent resuk page that issues an approval or decline and en optibnel confirmation number. Osi an agency customer "'Tres a -mail adtlress. thePertinent data t ch asowuh p y Works provides th. Web payment x web page. The agency is res Payment a T.I ,account number, entl user informalbn will be g Y Pmvked SMTP server, an a-m pages that collect entl confirm the ponsible/or erquinng and melnbiningn T-le-Works- Payment gateway far reel-timl;eredn card aushoniaasi ns or check data (AC H)hendirg. ail receipt can also be sent to the pprovetl a or chepagesthrough the HTTP post method from the onginelirgagar Pacoyment t.,n-.cI,.n data will be maintained within Tel.-Works'-APlication database tables and made - veil. ble to rho agency for spinning or host system upd.s.s. Additional requirements for host system update. must s bad For accurate quote Pricing. The toolktt provid..mtegretion into a single Payment sews antllor check components. Integration into additional gateway accounts will Veccounl and requires the q Una further scoping for accurate Purchase dish-Tele-Works' base epeyment module (one-time purchaee) and the credit card quota pacing. TERMSTERMS AN,- Customer is exp.ded to ezacute an agreement with Tale - Is qualified to tleliver these Products end will pertorm its oblige[ions exercising an industry standard of care. Both Customer end Tele- oMs that /ally documents Terms end Conditions assocated with a p rohe-e of a HeMwere PlaHorm, Tele-WOMB Licensetl Software and/or Modules. Tale-WOM )( responsible /or delays causetl by lh. other. Customer may temlina[e shed re dinam g -mart upon thiny(3p)deys written notice, but is obligeletloto payfor eOd the deldfor timely yseld by tole-Worksupof the- Product. od ict.. n data will be For ell Licensed Software, Tale -Worts great¢ a pelaonel, non-exclusive, non-trans/amble, nonassigneble, non-sublicena.ble license b Customer to use the Licensed Software for As own basin -se u euthonzad personnel. Tale -Works resenres all rights W Irk Liun¢ed Software not expressly grentatl. Cuslomar is responsibl. for Application or date, inclutling credit wN antl checking account numbers. INSTALLATION RE UIREMENT9 AND PRODUCT TRAINING protecting against breaches of Poll -by and uneuthodud access to or misuse orthe Tale -Works in¢tallalian engineers will coo peett network one µge tlelivary entl (reining with designated Customer personnel in mortlinetion with tM1e milasmnes an the Timeline and Task List. Installation will include mail, of Plettorm Hemwero entl Licensed Software. isle -Worts II pmvitle a comprehensive list o/In¢telletion Prere x phone line aveilebilily,s earn securityand netwoMen onment Cuslomarmust combat install-[ionanonementwithTale- M1arges. dui kae upon project launch so customer can Peters their site. Prerequisites include, but are not Iimfed to, Platform training exPL-Im, h 3 Worts thI y(30) days Prior to the scheduled data to avoid incurring the land installation p Applications sandeP yom , rich a., system maimarlenro requirements and system edmioiat.ti.n..Vision )reining covers web -based edministretbn features and functions. TVR trea the requirements of TVR Appliwticns end ePayment, such es application settings, ePayment logs and system usage stop., Installation of TVRApplications maybe eitheronsiteor ramble,beans on Customs requiromants. PLATFORM AND NETWORK ENVIRONMENT rig includes Platform will operate in n normal oFce environment, use stendartl telephone and network connections and be configured as a standalone rack mountable or desktop chassis. eViaion will retitle on sM S.x PlaHorm entl .Vision Or WR Web Applications may retitle on the 5.It Platform m on a Customer -provided IIS web serve,. The S.x PlaHorm antl any TVR web serverwill be esktop maintained sit. "a secure lade environment tOrm an by x Customer. withi Provi Customer responsible tonal) atandeM .nits nonce entl licensing forth- 5.x Pietro" and web serve including, but not limit" to, data archival and backup, service registration. Customerwf r.11 tan.rd mainten-virus and liven entl e not limited to, In. local network, the Internet, small, physical disk or data exchange U data viru. definitions to assure that Tele-Works products ere protected from vimsaslnet could betco Patches from any source including, bu y prnacleend . FTlesantl domain WARRANTY x Tele-WOMB warrants the product to be free of tle/apse art is res renewing an annual Tele-Works Product Su rm Agrefor mcorrecting problems at no cost to the customerfora PRODUCT SUPPORT AND MAINTENANCE AGREaMENTnPaMA) Agreement (PSMq). penotl of one year from installation tle[e. The wermnry can be extendedb Oaecription-Tale-Worts Product Su Yentenng into and Maintenance Agreement (PSMA) for onpon issprovitlW Ire' of charge for the /ins year fallowing installation of any given product. Following this term, she customer may enter into an annual Product Su g°19 support services. Tel' -Worts will support the core eVision Platform and associated Tole-Worbe pPlicatibns for 5 annual PSMA terms. x Support end P3MA Parcentaga RetWFea-Th. rate of PSW is 20 Installation and trainin percent. The annual PSMA fee is computed by multiplying the annual to by fhe percentage g ere not incl Wed in the PSMA computation. UpgraWe- Before the end of IM1e fifth yearof the PSMA cycle, customers en rerchased ra'I list pope lots) of the Products pu. Plot ......I a.wbm an x Cuslomar is exwrream pgrolre quiretl b utle the core -Vision PI -storm. All cond terms and Pricing CUSTOMER R-CITIES g are suited to change at the time Of upgrade. accept certain fundamental but are not limited to: responsibilities to assist in timely project completion. Identify reporting lines of communication and approval to Tele-Works Assign responsive mo mat project manager Facilitate communications with any third par les not directly contracted with Tele-WpMs Pay invoices promptly and according to terms x Specify and provide feedback on deaign, content, phrase lists Respond to business practice inquires Approve and sign Orion application flows a:Id diagrams Schedule installation infrastructure including phone lines Schedule and assure attendance Of applicable personnel at training sessions Conduct Customer Acceptance Testing (CAT) Provide APPllmllOn pragremming Interface (API) Obtain SSL Ceniflcate x Obtain domain name/DNS registmron for web server Arrange network and phone veno., support Provide secure network.nvirbnment Establish lest ann n,..n..-.,__ __, SecUre a payment processor-.nnuae Secure on Intem.l M-Irn-Ut Account and Internet Gateway LJ Provide ACH :..-gym.._.:___ The Timeline and Task List specifically documents Project resp onsibilities of Customer and Tela-Works. Page 1 of t Tel.-Warkc, Inc Rev 1.1 3-2e-08 TW Fort Collins Attach a- -pan,, 11-13-O6.xls be responsible for the payment of all such taxes, except those taxes based on Tele-Works net income. Deliverables: Any and all Licensed Software (including any updates, modifications or revisions whenever provided), Applications, Services and Hardware. Installation Date: The date upon which each item that is a Deliverable is installed by Tele-Works for Customer shall constitute the Installation Date for that particular Deliverable item. Warranty Period: One year from installation for hardware. One year from the completion of the Customer Acceptance Testing Period for Software. IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed this Agreement as of the Effective Date. Tele-Works: TELE-WORKS, INCORPORATED By: Name: ; T 0 �ifs0 Title: Customer: CITY OF FORT COLLINS By: James Weill , CPPO, FNIGP Direct f Purchasing &Risk Management ATTEST.- 2ot1I TELE-WORKS/CITY OF FORT COLLINS AGREEMENT TERMS AND CONDITIONS TELE-WORKS OBLIGATIONS. 1.1 Subject to the terms and conditions of this Agreement, including timely payment of any sums due from Customer to Tele-Works, Tele-Works shall perform the following for Customer: (i) Provide, deliver and install the Hardware at Customer's designated location (which shall be communicated in writing to Tele-Works) in accordance with any Scope of Work related to this Agreement. (ii) Provide and install the Licensed Software and Applications upon the Hardware at Customer's designated location in accordance with appropriate Scopes of Work, The Licensed Software shall remain the sole property of Tele-Works as set forth in Article 4 hereof. Upon installation, the Applications shall automatically be assigned to and become the property of Customer, except as otherwise provided in this Agreement. Tele-Works may maintain one (1) copy of the Applications for archival purposes. Notwithstanding anything to the contrary, nothing in this Agreement or in the rights provided to Customer pursuant hereto shall prohibit or restrict Tele-Works ability to create, provide, and sell software and other products and applications to or for other parties which perform or use the same or similar functions as the Customer's Applications without payment of any royalty or other amount to Customer and without any approval or consent of Customer. (iii) Perform the Services in accordance with this Agreement and applicable Scopes of Work. (iv) Provide the following maintenance during the Warranty Period for each Deliverable item: A. Tele-Works will provide product support services during normal business hours Monday - Friday 8:30am to 5:30pm EST by telephone (540-953-2631 option 3) and email (twsu�port ,tele- works.com); and after hours support 24 hours a day, seven days a week only by telephone (540- 953-2631 option 3) for voice mail messages marked as urgent. Tele-Works will respond by telephone and/or email within one (1) hour to any technical failure reported by Customer during regular office hours (8:30am to 5:30pm EST) to confirm receipt of the reported failure. This acknowledgement will include a unique case number assigned to the described failure and any necessary follow-up for the purposes of establishing the parameters of the problem being experienced. Thereafter, Tele-Works will assign an appropriate internal resource to investigate, diagnose, provide status updates and resolve the reported problem for the Customer. Tele-Works will provide similar response to after hours issues left via voice mail and marked as urgent through the voice mail system. B. Tele-Works will provide to Customer periodic updates and modifications to Licensed Software as they become generally available to correct functional deficiencies and incorporate minor new features and improvements. Updates will be delivered over the Internet or a Virtual Private Network connection and Tele-Works support personnel will remotely provide assistance with the download and installation as necessary. Such updates and modifications are subject to the License Grant set forth in Article 4 hereto. Following expiration of the Warranty Period for a Deliverable item, Customer must enter into Tole -Works tben-current PSMA, in order to continue to receive maintenance, and minor updates, modifications and revisions for that Deliverable item. 1.2 Tele-Works shall exercise in its completion of the Project the standard of care normally exercised by businesses engaged in performing comparable services. 1.3 Tele-Works shall work with the City to assure that confidential information owned by the City or its customers or suppliers remains secure. 3of11 2. CUSTOMER'S OBLIGATIONS. Customer shall do the following: (i) Permit Tele-Works reasonable access to its facilities and equipment to perform the Project and provide maintenance. (ii) Permit Tele-Works access to its data per the Scope of Work in order to perform the Services and develop the Applications. The City shall inform Tele-Works of the City's established policies and procedures with regard to confidential information in such data and work with Tele-Works to assure that confidential information owned by the City or its customers or suppliers remains secure. (iii) Assign a project team to work with the City Project Manager and Tele-Works to implement any Scope of Work related to this Agreement. During Customer Acceptance Testing (CAT), the City team shall use commercially reasonable efforts to review, examine and verify such Application and notify Tele-Works of any material failure thereof to meet its specifications as set forth in the Scope of Work (an "Application Failure"). The CAT Period shall be a continuous timeframe such that, time halts upon Customer notification of Application Failure, and continuously resumes upon Tele-Works issue resolution. If Customer discovers any Application Failure, it shall promptly provide Tele-Works with written notice (upon Tele-Works request) of such Application Failure, including all information reasonably available regarding such Application Failure. Upon receipt of such notice, Tele-Works shall use best efforts to correct any such Application Failure and to resubmit the corrected Application to Customer as soon as commercially and technically practicable. Tele-Works and Customer shall repeat the afore -mentioned process of verification, correction and resubmission of an Application, in accordance with the afore -mentioned timeframes. The City Project Manager will provide notice of initial acceptance at successful completion of CAT. The City Project Manager must approve Phase 2 and Phase 3 payments, as set forth in (2, iv), and provide final acceptance of a Project before Phase 4, final payment, shall be made. (iv) Timely pay any and all amounts due hereunder as set forth below. Payment for each Scope of Work related to this Agreement, as follows: Phase I - Thirty percent (30%) at time the two parties agree on a Project Scope. Phase 2 - Thirty percent (30%) at installation of hardware and e-Vision components Phase 3 - Thirty percent (30%) upon initial acceptance at the completion of CAT Phase 4 - Ten percent (10%) upon Final Acceptance "Final Acceptance" shall mean approval, in writing, of the completed installation and implementation of a project after allowing sufficient time in a production environment to allow the City Project Manager to determine that such installation and implementation complies with the Scope of Work relevant to that project. In general, this means operating Tele-Works applications for an entire monthly accounting cycle, not to exceed sixty (60) days. (v) Notify Tele-Works in writing prior to installation if the small footer identifying Tele-Works Inc. as the software provider for web -based software applications may not be placed on the website should the Customer desire footer to be removed from installed applications. In such event that Tele-Works standard footer is removed by request, no other footer may reside under, associate or reference another third -party as the responsible vendor - provider, except for a footer identifying the Customer as the sole owner and manager of service provider. (vi) Permit the use of this Agreement for one year after execution, by other government entities within Customer's local government jurisdiction or otherwise allowed. COMMENCEMENT AND COMPLETION OF PROJECT. 3.1 Tele-Works shall perform Projects within the timeframe specified in any Scope of Work related to this Agreement. 3.2 Customer understands and agrees that the timely performance by Tele-Works is contingent upon the timely performance by the Customer of all of Customer's obligations described in this Agreement and any Scope of Work related to the Agreement. In the event that progress on a Project is slowed or halted due to a delay by the 4 of 11 Customer, all deadlines and milestone dates will be moved forward in time by the number of days the Customer delays in meeting its obligation. Tele-Works will have no liability to Customer for delay or damage caused directly or indirectly by Customer, nor will Tele-Works be held liable for failure to perform a Project in accordance with the Scope of Work related to that Project if the delay was caused directly or indirectly by the Customer. Such delay will not constitute a breach of this Agreement. 3.3 Customer understands and agrees that the pricing set forth in this Agreement for any Project Scope of Work related to the Agreement is contingent upon the timely performance by the Customer of all of Customer's obligations described in this Agreement and a Project Scope of Work. In the event, that Customer delays performance hereunder and Tele-Works list pricing for the Deliverables changes during a period of delay twelve (12) months or more, Tele-Works will send, in accordance with Section 14.3 hereto, Customer a revised Quotation reflecting the changed pricing. In the event that Customer changes a Project Scope of Work, Tele-Works will send Customer a revised Quotation reflecting the change within ten (10) days of written notice of such change. Customer shall have fifteen (15) days following deemed receipt of a revised Quotation to accept or reject, in writing, the revised Quotation. Failure by Customer to notify Tele-Works of its acceptance or rejection of the revised Quotation within this period shall be deemed a final and unconditional acceptance of the revised Quotation. Upon an acceptance of the revised Quotation by Customer, such revised Quotation shall become incorporated herein by reference without further action on the part of the parties hereto. Upon a rejection of the revised Quotation by Customer, this Agreement shall automatically terminate without further liability on the part of Tele-Works, and in the event of such termination, except pursuant to the surviving provisions of this Agreement, Customer's entire financial obligation to Tele-Works shall be for then accrued payments due, plus payment for any items being worked on up to the date of termination. Payment for partially completed items shall be a pro -rated portion of the next payment specified in the Quotation. In exchange for such payment, Tele-Works shall provide Customer with any Project work and materials in its possession as of the termination date. 3.4 Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement (and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if both of the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable precautions, and cannot reasonably be circumvented by the nonperforming party through the use of alternate sources, work -around plans, or other means; and (2) the failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, court order, or other circumstances beyond the nonperforming party's control. 3.5 Tele-Works will create a test version of all TVR Web and IVR applications for purposes of staging changes to production. The City will be responsible for providing and maintaining the various instances of the databases that the test applications interact with as well as the corresponding connections. Test versions of the IVR will reside on the Tele-Works e-Vision server; test versions of Web applications will either reside on the production Web server or on the Tele-Works server. Tele-Works will be responsible for determining the best access methods for the test applications. Separate development efforts will not be expended solely for the purpose of enhancing a test application. 4. LICENSED SOFTWARE - LICENSE GRANT 4.1 Grant of License. Subject to all the terms and conditions of this Agreement and timely payment of any and all fees due to Tele-Works under this Agreement, any purchase order or any other agreement between the parties hereto, all of which shall be subject to the provisions of this Agreement, Tele-Works hereby grants a personal, non-exclusive, non -transferable, non -assignable, non-sublicensable license to the Customer, to use the Licensed Software for the limited purpose of supplying and running Tele-Works Applications supplied hereunder. The Customer shall use the Licensed Software only for its own business purposes, by its authorized personnel. Tele-Works reserves all rights not expressly granted herein. 4.2 Copyright. The Licensed Software is owned by Tele-Works and is protected by United States copyright laws and applicable international treaties and/or conventions. The Licensed Software, and any and all modifications and improvements thereto and derivative works thereof, shall remain the exclusive property of Tele- Works, and the Customer shall have no right, title or interest therein whatsoever. 5of11 4.3 Prohibited Uses. Without the prior express written consent of Tele-Works, the Customer shall not and shall not allow any third party (by license agreement or otherwise) to, (a) take any action that would cause the loss or abandonment of Tele-Works proprietary rights in the Licensed Software; (b) use in connection with a service bureau service, resell, distribute, publicly display, transfer, rent, lease, lend, copy, modify, translate, enhance, time- share, license, sublicense, electronically transmit or prepare derivative works of the Licensed Software, in whole or in part; (c) disassemble, decompile or reverse engineer in any way, any of the Licensed Software; or (d) otherwise use in any way the Licensed Software, in any manner not expressly authorized by this Agreement. 4.4 License Grant Termination: Tele-Works may terminate the License granted in this Article 4 in the event that Customer breaches a provision of Article 4 or Article 10 and does not cure such breach within thirty (30) days after receipt of written notice given by Tele-Works. 5. SECURITY. Customer shall be responsible for maintaining physical and network security to prevent breaches of privacy, and unauthorized access to, misappropriation, misuse or modification of Customer Applications and data owned, controlled or held, in any format, by Customer and Customer shall indemnify and hold harmless Tele-Works from any liability therefore except as limited by paragraph 9.3 below. The Customer's selected gateway provider and/or merchant account shall be the responsible party for security of all Customer and end user financial data. 6. TERM AND TERMINATION. 6.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force and effect for one year, subject to earlier termination pursuant to this Agreement (the "Term"). Agreement shall automatically renew each year on the anniversary date, unless canceled per 6.2, for a maximum of four (4) such renewal terms. 6.2 Termination for Convenience Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party. In the event of such termination, except pursuant to the surviving provisions of this Agreement, Customer's entire financial obligation to Tele-Works shall be for then accrued payments due, plus payment for any items being worked on up to the date of termination. Payment for partially completed items shall be a pro -rated portion of the next payment specified in the Quotation. In exchange for such payment, Tele-Works shall provide Customer with any Project work and materials in its possession as of the termination date. 6.3 Survival: Articles 4, 5, 8, 9, and 10 and Sections 3.4, 6.3 , 7.1, 7.2 — 7.4 (for the amount of time of the Warranty Period), 7.5, 14.2 and 14.3 of this Agreement shall survive the termination of this Agreement until such time that the City ceases use of Tele-Works products delivered under the Agreement, plus, for the length of time documents directly related to the Agreement are retained under applicable records retention procedures. 7. WARRANTIES AND WARRANTY DISCLAIMERS. 7.1 AS TO THE LICENSED SOFTWARE ONLY, TELE-WORKS WARRANTS IT IS OWNED BY TELE-WORKS OR TELE-WORKS HAS OBTAINED THE RIGHT TO MAKE SUCH LICENSED SOFTWARE AVAILABLE TO CUSTOMER AS SPECIFIED IN THIS AGREEMENT. IN THE EVENT OF A BREACH OF THIS WARRANTY, TELE-WORKS SOLE AND EXCLUSIVE RESPONSIBILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE THE INDEMNIFICATION OBLIGATION OF TELE-WORKS SET FORTH IN SECTION 9 HEREOF. 7.2 EXCEPT IN THE EVENT THAT AN EXCLUSION (AS DEFINED IN SECTION 7.4 HEREOF) APPLIES (IN WHICH CASE THIS SECTION 7.2 DOES NOT APPLY), WITH RESPECT TO THE LICENSED SOFTWARE AND APPLICATIONS, FOR THE APPLICABLE WARRANTY PERIOD FOR EACH ITEM OF THE LICENSED SOFTWARE AND APPLICATIONS, TELE-WORKS WARRANTS THAT THEY SHALL BE SUBSTANTIALLY FREE OF MATERIAL DEFECTS AND OPERATE IN ALL MATERIAL RESPECTS IN CONFORMANCE WITH THE SPECIFICATIONS AND OTHER REQUIREMENTS OF THIS AGREEMENT (ANY FAILURE THEREOF, A "DESIGN DEFECT"). IN THE EVENT THAT CUSTOMER NOTIFIES TELE- WORKS OF ANY DESIGN DEFECTS DURING SAID WARRANTY PERIOD, TELE-WORKS SHALL USE MUTUALLY AGREEABLE EFFORTS TO CORRECT ANY SUCH NONCONFORMITIES. THE REMEDIES 6 of II SET FORTH IN THIS SECTION SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR DESIGN DEFECTS IN THE LICENSED SOFTWARE AND APPLICATIONS. 7.3 EXCEPT IN THE EVENT THAT AN EXCLUSION (AS DEFINED IN SECTION 7.4 HEREOF) APPLIES AND/OR IF DESIGN DEFECTS AND MATERIAL OPERATIONAL FAILURES ARE THE DIRECT OR INDIRECT RESULT OF A FORCE MAJEURE EVENT (AS DEFINED HEREIN) (IN EITHER OF WHICH CASES THIS SECTION 7.3 DOES NOT APPLY), WITH RESPECT TO ITEMS OF HARDWARE, FOR THE APPLICABLE WARRANTY PERIOD FOR EACH ITEM OF HARDWARE, TELE-WORKS WARRANTS THAT THEY SHALL BE SUBSTANTIALLY FREE OF DESIGN DEFECTS AND MATERIAL OPERATIONAL FAILURES. IN THE EVENT THAT CUSTOMER NOTIFIES TELE-WORKS OF ANY DESIGN DEFECTS AND MATERIAL OPERATIONAL FAILURES DURING SAID WARRANTY PERIOD, TELE-WORKS WILL REPLACE DEFECTIVE COMPONENTS OF THE WARRANTED HARDWARE PLATFORM AND PROVIDE HARDWARE REPLACEMENTS WITHIN A MUTUALLY AGREEABLE TIME OF NOTICE OF A DESIGN DEFECT OR MATERIAL OPERATIONAL FAILURE AT NO ADDITIONAL COST TO CUSTOMER. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR DESIGN DEFECTS AND MATERIAL OPERATIONAL FAILURES IN THE HARDWARE. A "FORCE MAJEURE EVENT" SHALL MEAN LIGHTNING, FIRE, FLOOD, OTHER CATASTROPHIC EVENT, HURRICANE, ELEMENTS OF NATURE OR ACTS OF GOD, ACTS OF WAR, TERRORISM, RIOTS, CIVIL DISORDERS, REBELLIONS OR REVOLUTIONS, THIRD PARTY ACTS OR OTHER CIRCUMSTANCES BEYOND TELE-WORKS ACTUAL CONTROL. 7.4 EXCLUSIONS: THE LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT ARE SPECIFICALLY EXCLUDED IN THE EVENT OF DESIGN DEFECTS IN LICENSED SOFTWARE AND APPLICATIONS AND DESIGN DEFECTS AND MATERIAL OPERATIONAL FAILURES IN HARDWARE ARISING OUT OF OR IN CONNECTION WITH (I) ANY MISUSE OF, DAMAGE TO OR FAILURE TO PROPERLY CARE FOR DELIVERABLES WHILE IN THE POSSESSION OF CUSTOMER OR ARISING OUT OF THE MOVEMENT AND/OR TRANSPORTATION OF THE DELIVERABLES CONDUCTED BY THE CUSTOMER, ITS EMPLOYEES, CONTRACTORS AND AGENTS, (II) CUSTOMER (INCLUDING CUSTOMER'S EMPLOYEES, CONTRACTORS AND AGENTS) NEGLIGENCE, ABUSE, MISAPPLICATION OR FAILURE TO PERFORM CUSTOMER'S OBLIGATIONS AS SET FORTH HEREIN, (III) CHANGES TO DATABASE STRUCTURE, INTEGRATION METHODS OR PROCEDURES, NETWORK ARCHITECTURE, TECHNICAL CONFIGURATION, THIRD -PARTY DATABASE OR PAYMENT PROCESSORS OR BUSINESS OPERATIONS OF THE CUSTOMER NOT MADE OR APPROVED BY TELE-WORKS, OR (IV) CUSTOMER'S FAILURE TO IMPLEMENT UPDATES, MODIFICATIONS, CORRECTIONS, BUG FIXES AND PATCHES SUPPLIED BY TELE-WORKS TO CUSTOMER AT CUSTOMER'S LOCATION. 7.5 WARRANTY DISCLAIMERS: EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT (UNLESS AN EXCLUSION AS DEFINED IN SECTION 7.4 OR A FORCE MAJEURE EVENT AS DEFINED IN SECTION 7.3 APPLIES TO EXCLUDE THE SAME IN WHICH CASE THIS SECTION 7.5 APPLIES), ALL DELIVERABLES ARE PROVIDED "AS -IS" WITHOUT WARRANTY OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND IN THE CASE OF ALL DELIVERABLES EXCEPT FOR THE LICENSED SOFTWARE, ANY WARRANTIES OF QUIET ENJOYMENT AND NON -INFRINGEMENT, AND CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE FACT THAT NO WARRANTY APPLIES. TELE-WORKS MAKES NO REPRESENTATIONS OR WARRANTIES ON BEHALF OF ITSELF OR ITS LICENSORS, AS APPLICABLE, WITH RESPECT TO THIRD PARTY SOFTWARE, PRODUCTS OR EQUIPMENT NOT SUPPLIED BY TELE-WORKS UNDER THIS AGREEMENT. CUSTOMER EXPRESSLY AGREES THAT IT SHALL RELY SOLELY UPON A THIRD PARTY'S REPRESENTATIONS AND WARRANTIES AS TO THAT THIRD PARTY'S SOFTWARE, PRODUCTS AND/OR EQUIPMENT. 7.6 CUSTOMER WARRANTS AND REPRESENTS THAT IT HAS AUTHORITY TO ENTER INTO THIS AGREEMENT, IT HAS OBTAINED ANY AND ALL NECESSARY APPROVALS TO ENTER THIS AGREEMENT AND THAT SUFFICIENT FUNDS HAVE BEEN BUDGETED FOR PAYMENT FOR THE PROJECT. 8. LIMITATIONS OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT DAMAGES, WHETHER ARISING FROM TORT OR CONTRACT, INCLUDING LOSS OF DATA, 7oen REVENUE OR PROFITS, OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES ARISING OUT OF THE DELIVERABLES OR THE PARTIES' RESPECTIVE RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY. 9. INDEMNIFICATION 9.1 Tele-Works Indemnity Obligations - Exclusions. Tele-Works will have no liability to Customer under this Article to the extent that any suit or claim of infringement is based upon the use of a Deliverable: (a) in combination, operation or use with any product not furnished or explicitly approved by Tele-Works; (b) in a modified state not authorized by Tele-Works; or (c) in a manner other than for which it was intended, if infringement would have been avoided if such unintended use had not occurred. 9.2 Customer Indemnity Obligations. Subject to the exclusion set forth, Customer shall defend, indemnify and hold Tele-Works and its directors, officers, employees and agents, harmless from and against any and all losses, damages, liability, and reasonable attorneys', expert witness, or court fees and costs, and any other reasonable costs and expenses resulting directly from any claims, demands, suits, causes of action, or any other action brought by any third party resulting directly out the negligence or willful misconduct of Customer or its employees, agents or contractors in connection with the performance of this Agreement, or arising out of any breach of the security provisions set out in Article 5. 9.3 Colorado Governmental Immunity Act. Notwithstanding any other provision of this Agreement to the contrary, no term or condition of this Agreement shall be construed or interpreted as a waiver of any provision of the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as now or hereafter amended. The parties hereto understand and agree that liability for claims for injuries to persons or property arising out of the negligence of the City of Fort Collins, Colorado, its departments, institutions, agencies, boards, officials and employees, are controlled and limited by the provisions, of Section 24-10-101, et seq., C.R.S., as now or hereafter amended and Section 24-30-1501, et seq., C.R.S., as now or hereafter amended. Any provision of this Agreement, whether or not incorporated herein by reference, shall be controlled, limited and otherwise modified so as to limit any liability of the City to the above cited laws. 9.4 Indemnification Procedures. Neither party will have any obligation to indemnify the other party under this Article, unless: (a) the indemnifying party is promptly notified of a potential claim by the party seeking indemnification; (b) the indemnifying party has sole control of the defense and settlement (subject to reasonable consent of the indemnified party) of the claims sought to be indemnified; and (c) the party seeking indemnification provides the indemnifying parry with reasonable assistance, at the indemnifying party's expense, in the defense and settlement of the claim sought to be indemnified. Each party shall have the right to participate in the defense and/or settlement of such actions or proceedings at their own expense with counsel of their own choosing. 10. NONDISCLOSURE OBLIGATIONS. 10.1 "Proprietary Information" means (a) as to Tele-Works only, the Licensed Software (including code, translations, compilations, modifications, improvements and derivative works), documentation and know-how disclosed to Customer as a part of the Deliverables; (b) Tele-Works business or technical information of each party, including but not limited to any information related to finances, marketing plans, business opportunities, research, development or know-how "Proprietary Information" does not include information that (a) is in or enters the public domain without breach of this or any other agreement; (b) is received from a third party without restriction on disclosure and without breach of a nondisclosure obligation, or (c) either parry develops independently, which it can prove with written evidence. 10.2 The City of Fort Collins is subject to public information laws which permit access to most records and documents. Information considered proprietary is limited to information such as that specified in 10.1. Price information can not be designated as proprietary. Such information will be carried forward into other public documents. All provisions of this Agreement and any related Scopes of Work will be public information. 8ofII 10.3 Each party shall not, without the express prior written consent of the other party, during the Term and for five (5) years thereafter, disclose or reveal to any third parry or utilize for its own benefit other than pursuant to this Agreement, any Proprietary Information of the other party. The provisions of this Article shall survive termination. 11. INSURANCE. 11.1 Tele-Works will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Tele-Works shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement" "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." 11.2. In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at Tele-Works expense, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due Tele-Works under this Agreement. The City, its officers, agents and employees shall be named as additional insured on Tele-Works general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 11.3 Workers' Compensation & Employer's Liability. Tele-Works shall maintain during the life of this Agreement for all of the Tele-Works employees engaged in work performed under this agreement: (i) Workers' Compensation insurance with statutory limits as required by Colorado law. (ii) Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. 12. EQUAL EMPLOYMENT OPPORTUNITY. 12.1 In connection with the execution of this Agreement, Tele-Works shall not discriminate against any employee or applicant for employment because of race, religion, color, gender, sexual orientation, national origin, or disability. Such actions shall include, but not be limited to the following: employment; upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 12.2 Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: As of the date of this Agreement: Contractor does not knowingly employ or contract with an illegal alien; and Contractor has participated or attempted to participate in the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "Basic Pilot Program") in order to verify that Contractor does not employ any illegal aliens. Contractor shall not knowingly employ or contract with an illegal alien to perform works under this Agreement or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contractor shall continue to apply to participate in the Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter, until Contractor is accepted or the public contract for services 9ofn