HomeMy WebLinkAbout374190 TELEWORKS - CONTRACT - CONTRACT - 28522Parties:
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
Proiect: 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
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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 Larimer District Court.
14.7 Partial Illegality,
lle ag lity. 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.
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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.
1
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 Applications:
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.
I n sta I I at i o n!T ra i n i n
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 Manaaement:
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.
Tole -Works, Incorporated
=- Attachment s-I: QUOTATION
Contact: Brenda McCoy-Manfredo
Agency: Fort Collins
State: CO
Description: eVision 5.x Induding Enhanced Text -to -Speech with ACIS, FlrstRespunder and CWHD
9101810111
M
THE FUTURE OF E-GOVERNMENT Is NOW NOW
Account Manager: James Xlm
Date: II 2006
Quotation Number: 06087
Quotedfinfonnatlon
Solution Set unit Price Qty I Extended Price
Vision Platform
""---"-'X'-"---"--
._-----"-_ X -
XTTYlTDD
•______'___
_______•__ _ X__ _ __
X
Voice .Ports _)uan.._ana!°9_!n.`.:es!!ner!!.�!Zi min aigpal inv_enmerk�(19�)(Ve!.R°q)q! ................................. .............
Fax Respurces.lp,.er_�esou2a)..........................._.............................................................................................................................b............................_........._ZSa:
Ports (Der. 0.1............._...........................................................................................................................................I.......
eVision Licensing (apDlled o all instered Vote, Fax Gr 7DDRTY)
............................................................................................................................................................................................................................_.........................................._...........................................
eVlsico S.x Certified Server
_$...................._................._250;00....._24.........
�..............?.............................................._500.;00.
_a............................................. 250.00
.._..............................................................................50....0
$ 1,250.00
$ 7,000.00
1
27
1
_$........... I ...... _............_6r000.00
$ 250.00
$ 33,750.00
$ 7,000.00
X
Enhanced Text• edi esources(English)(per port)
$ 1,000.0
16
$ 16,000.00
X
penis (MUST also Purchase Engllsh Resources) (Per Pon)
$ 800.00
8
$ ,400.00
X
CIS/311
$ 15,000.00
i
15,000.00
X
ePa nt Module
10,000.00
i
10,000.00
Citi-ID
X_______.___
X ------
X
Citi_ID OniineProfile and Shopping_CaA_____________________________
Initial TVR Application Intepralion"___------ _------------- _------- _------ _------ _...... _....... ___
ISpemish Language Citt•ID
a....._........................._A :�..
_________No Charae__________
$ 5,000.00
__
1
$ 5,000.1')0
X
FirstRes
der(Bundle prim Includes componeift below -$4,50o a
$ 16,000.00
1
$ 16,000.00
Voice Broadcast
TTYfTDD Broadcast
Fax Broadcast
Email Broadcast
Web Broadcast
SelecWart
u total
145,900.0
Installationrl-raining
X
I ndard Installation and Trainin Packs a One needed! Includes travel
1 $ 2,000.00
1
$ 200000
in
ne Year Warrant
Included
Product Support and Maintenance Agreement PSMA : 20%
Issuance of a Purchase Order/Notice to Proceed based on this quotation represents agreement to the disclosures listed below.
Ouotedf nfomtation
WISION SOLUTION SET
Scoping Language Cai-ID
Users wal have the opportunity to create an onsne prose with the purchase of Tele-Works' Citi-ID. Users go through a self -registration process using their e-mail address and a 4-diglt PIN they assign
themselves and identify the primary Utility account to attach to their profile. Attaching municipal accounts requires validation information on the account to be exposed such as S$N, street number, etc.
Each application to be integrated into Ci5-ID must be purchased and developed individually prior lo Integration. Multiple aco unts can be attached 0 an ordine profile and users are given the ability to
X
manage and maintain Melr profile personal information. A lost PIN mechanism also exists that e-mails PINS to profile users. All e-mail communications are relayed through a City SMTP server.
Ca1D also provides slopping cart logic that allows user D stied Individual account balances for payment through an itemized, Imsyidual account balances Payment page. This allows profile users to
make payment for multiple accounts through a single credit cardor check transaction (for same merchant account). Deperalog on the level of Integration to the various host databases that Chl-ID may
be linked to, each paid account may be updated directly in to host system or via individual batch record.
Voice Ports
Customer may "ad either all digital or all analog voice ports. Digital -Analog combination configurations are not supported. Analog Ports are purchased in inenmente of four. Digital ports am handled Ir
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 installations,
Customer Is required to obtain an ISDN PRI and is responsible for coordinating be testing of the digital configuration with all related parties, Incluang Tele-Works, any telephone system vendor and the
dOW Service provider.
Fax Resources
X
Fax Resources are software based resources for Fsx-o Demand a Fax Broadcast purposes. These resources dynamically leverage the purchased analog or digest voice ports.
XTTYfrDD
Ports
Each TTYport purchased supplies a single in -bound and out -bound port channel for the thearing-Impaired.
X
Vision Per -Port Licensing (applied to any Vol", Fax or TOD)TTY Port)
Tee -Works eVlslon software Is licensed by the port. naganan of port
Vision 5.x Certgled Server
X
Industrial -grade, passive backplane chassis running Mlcrosoft Windows 2003 OS Server accommodates the EVsson product line in either single or multiple service deployments. Exact specifications
are sub)ect D change lo provide to most up -to dale configuration to Customer.
X
nuanced Text to Speech Resources by SpeschWarka"
Enhanced English and Spanish pronunciacors for all text D speech conversions. Resources purchased in four port Increments per personalltylanguage.
Automated Citizen Infomotlon System (ACISIFAO1$11)
X
ACIS/FAO Licensed Software allows Customers citizens and businesses to access answers to "Frequently Asked Questions' and general Information on agency SWAM and offers to following
standards and options:
X
Standard: Content Library
Over 1.000 message template selections loom Tele-Works On Lire Template Library and Scnptware® catalog.
X
Standard: Mue4Chamal Presentation
Simultaneous telephone and searchable web presentment of ACIS content.
X
Standard: Marketing a Implementation Manual
DocumenDdon of successful strategies used by other communities to promote the system D 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 must support standard transfer)
X
Standard: Faxes -Demand
Capability D fax back documents associated with ACIS/FAO messages (must purchan, fax ports)
X
Standard: TTYrrDD
ACISIFAO functionality for headrg-Impaired users. (must purchase TTY/TDD ports)
X
Standard: Multilingual
ACISIFAQ functionality in additional languages (e.g. Spanish), (Recordings, Ted-o-Speech and tra lilatimre are not matuded)
Standard: Citizen Response Message
ACIS/FAO Nnclionaley that allows in -bound Callen D leave a voice or tuuehhtone response to a message. Responses am retrievable from ACISIFAO web administration or messages can in
X
muted to a pre-set Small address In wave (.wav) file fomat Combined with Voice Broadcast CRM also provides survey and Polling hmclionalNy, enabling the Customer lo generate out-
bound calls that prompt recipients D respond by voice or ouchone D Customer -prepared queries. Tele-Works CRM Plug-in Is rat an issue tracking database. For a complete fist of
compatible Issue tra kingrcrm database products, contact Tele-Works.
Page 1 of 2
Tee-Wmks, Inc. Rev 1A1 M-06
Fort Collins CO - 08087 11.0-06.xb
Payment Modulo
The ePaymerd Module is licensed to provide core electronic payment processing hxmctions or any TVR application that uses a single transaction processing method d and processor. The Module will
perorm secure transactions using Secure Socket Layer (SSL) encryption and will complete authorizations and funds transfers using the Internet gateway. paymed processor, andfor 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 verificatlun of each transaction aumorizabon, a confirmation is provided to the user and the payment amount transferred by batch
process to Customer's Merchant Account. Payment kdormallen is routed through the TVR Application to the applicable data host In a manner specified by the Customer M the Project Profile w timing
x
application development
ePayment will provide secure services utilizing Secure Socket Layer (SSL) encryption and a digital certificate from VeriSign that Customer is responsible for procuring. ITCusomer currently maintains
an SSL certificate on the appropriate server, no additional corollate Is required; however. Customer will be responsible for keeping fie security certificate current. An SSL certificate Is not required far
nonpayment TVR Applications, but may be employed at the discretion of Customer.
Tate -Works follows the CISP/PCI guidelines in the production of our solutions. However, customers should be aware of CISPlPCI requirements and it their jurisdiction qualifies. CISPtPCI
certlficallondvalkfatlon is the ultimately responsibility of the, merchant (ecal govenmerm) and g is the merchant's responsibility to assure hat parber-vendors and their own Internal operations comply in
h,Nr specific areas of process control.
IrstRespmnder
Advanced notification system that generates coordinated audio and led messages via multiple communication channels. FietResponder can be used In conjunction with TVR Applications for oulaound
x
proactive collectionsor communications. FlrslResponder Licensed Software includes SelectrUert, and Broadcast Modules for Volce, TTYrrDO, Fax and sued. any of which maybe purchased
unbundled from FmAResponder. FirslResporder capacity for timely telephone calls can be determined by using the following mehod. Assuring a 30 second per call slashed, the system can make Iw
(2) cols per -minute per -port. For example, a 24-port system can deliver 48 telephone messages per minute. For additlonal calculations, contact your TeIe-Works representative.
Broadcast Modules
x
Voice: Transmits ouhound voice calls to lists of designated telephone recipferds.
x
TTYrTOD: Dissenw,mas event nogncatons to telephone numbers Identified as TTYlTDO-enabled devices.
x
Fax: Transmits unlimited outbound faxes to fax notification recipients.
x
Web: Transmits text Information to designated Customer webpage.
x
Emil: Transmits unlimited outbound mails to designed email rogficatbn recipients.
Alert Modules
x
SaNUAlert: Web -based personal alert manager included in FtestResponder bat allows ed-users to subscribe to notification topics and broadcast
TERMSAND DIT
Customer is expected to execute an agreement with Tele-Works that fully documents Tents and Conditions associated with a purchase of a Hardware Platform, Tele-Works Licensed Software and/or
Modules. TeJo-Works is qualified o deliver hese Products and will perform its obligations exercising an Industry standard of care. Bono Customer and Tote -Works understand fie need for limey
x
installation of time Products and neither will be responsible or delays caused by the other. Customer may terminate the Agreement upon thirty (30) days written notice, but is obligated to pay or siuvice
delivered by Tale -Works up to the temxnation date.
For all Licensed Software. Taie-Works grams a personal, ncn- duslve, nontransferable, nonassignable, nonsublian i able license to Customer to use the Licensed Software or its own business
purposes, by Its aphorized personnel. Tele-Works reserves all rights to tie Licensed Software not expressly granted. Customer Is responsible for protecting against breaches of privacy and
unauthorized access to or misuse of the Appiaton or data, including credit card and checking acaunt numbers.
ONSTALL"ON REQUIREMENTS AND PRODUCT TRAINING
Tele-Works Installation engineers will cooperatively arrange delivery and training with designated Customer personnel In coordination with the milestones on the Timeldno and Task List. Installation will
kxlu0e tesgug of Platform Hardaare and Licensed Software. Tale-Wumks wNl pmvWe a u»mprehesive fist of IMtallation Prerequisites uWon project lauxfch so amsome tan prepare tlmeir alto.
x
Prerequisites include, but are not limited to, phone line availability, system security and network environment. Customer must cancel any Installation arrangement with Tel@ -Works thirty (30) days prior it
time scheduled date to avoid incurring time standard installation charges.
Platform training explains physical asdbules of time hardware, system maintenance requirement and system administration. eVlsbn training covers webbased administration features and functions.
TVR training includes the functionality of TVR Applications and ePayment, such as application settings, ePsyment logs and system usage statistics. Installation or TVR Applications maybe either onstle
or remote, based W Customer requirements.
PLATFORM AND NETWORK ENVIRONMENT
Reform will operate in a nntrol office environment. use standard telephone and network connections and be configured as a stand-alone rack mountable or desktop chassis. eVlsdon will reside on the
5.x Platform and Vision or TVR Web Applications may melds on he S.x Platform or on a Cusomes-govoad IIS web server. The S.x Platform and any TVR web serve wM be mardai ed wr"na
x
secure network environment provided by Customer.
Customer Is responsible or all standard malntenama and licensing for the S.x Platform and web server Including, but not limited lo, data archival and backup, service packs, security patches and
updates and domain registration. Customer will license and Install anti -vines sogware and periodically update virus definitions to assure that Tee -Works products ate protected from vauses that could
contracted from ary source Including, but not limited fo, the local network, tie Internet, email, physical disk or date exchange.
WARRANTY
x
TeI6Works "Mints the product to be free of defects and is responsible for connecting problems at no fist to the customer for a period of 12 months from installation dale. The warranty can be edende
by entering into and renewing an annual Tefo-Worka Product Support and Maintenance Agreement (PSMA).
PRODUCT SUPPORT AND MAINTENANCE AGREEMENT (PSMA)
Description—Tele-Works Product Support is provided free of charge for the first year ollowing installation of any given product Following this term, he customer may enter into an amoral Product
Support and Maintenance Agreement (PSMA) for ongoing support services. Tele-Works will support the are el sbn Platform and associated Tele-Works applications for 5 annual PSMA turns.
x
PSMA Percentage RatelFes —The rate of PSMA is 20 percent. The annual PSMA fee Is computed by r utiplying the annual percentage rate by the actual list price oW of he products purchased.
Professional services and installation and training are not Included In he PSMA computation.
Upgrades— Before time end of the fiat year of the PSMA cycle, customers are required to upgrade he core eVlsbn Platform. All contract terms and pricing are subject to charge at the time of upgrade.
CUSTOMER R I ILITI
x
Customer is expected to accept certain fundamental responsibilities to assist In timely project completion. The Timeline and Task List specifically documents project responsdbildes of Customer and
Tele-Works. Customer responsibillfies include, but are not limited to:
Customer Project Management Responsibilities
Identify reporting fines of communication and approval to Tele-Works
Assign responsive internal project manager
Facilitate communications with any third panes not directly contracted with Tele-Works
Pay invoices promptly and according to terms
x
Specify and provide feedback on design, content. phrase lists
Respond to business practice inquiries
Approve mad sign off on application flows and diagrams
Schedule installation infrastructure Including phone Imes
Schedule and assure etienciance of applicable persorxrel at training sessions
Conduct Customer Acceptance Testing (CAT)
Acceptdeliveryof Products
Page 2 of 2
Tee -Works, Inc. Rev IA 3.28-06
Fort Collins CO-060a711-9-dg.zk
Tele-Works, Incorporated
Attachment a-2: QUOTATION
Contact: Brenda McCoy-Madredo
Agency: Fan Collins
State: CO
Description: Utility Billing TVR Application for Web Interface With ePayments
seW 11
THE FUTURE OF E.GOVERNnENT 15
NOW
Account Manager:
Date:
Quotation NumbaT:
James Kim
11/8/006
0808E
Quoteddnformatlon
Solution Set Unit Price I CNIY I Extended Prim
Tole -Works Voice Res onse R
X
---�------.X ___�-------
TVR Software l)conse
7VR Configuration Utility Billing eb
_______________________-_-------- i5a000.00_--___
E 1U,000.UO
1
1
E_______.._______----.-15000:00
E 10,000.00
TVR Con uradon Add One
X-----------
X
X
_____________________________
_
5 nish La ua eWebA licatlort
_.----------------------------------- MOM -
;____________________________________I
E 12500.00
_._--_ 1
1
_ 3 500.00
S-----------------------3500_00
$ 125
Subtotal
0.0500.U0
0
InstallationiTraining
X 11
Remote Software nstalla n
500.00
1
E 500.0 0
"¢ ➢
B I 9 8
ne Year Warrantyincluded
8
P5-in
roduct Support and Maintenance Agreement PSMA : 20%
Issuance Of a Purchase Order/Notice to Proceed based on this quotation represents agreement to the disclosures listed below.
Quoted/Information
OVISION SOLUTION SET
Seeping Language for Utility Billing TVR Application and CH140
Tire City is responsible for providerg an application pogrammeg Interface (AP) to support all staled functionality
Tele-Works Standard platy B3Rg Web application allows users to lookup their utility amounts for general statue and balance information, rebiew curets bill details, and make payment. The user bps In by providing their utility
account number The agency can optionally require an additional lapin parameter returned from the database such as sheet number of tenlce address for validation. If suppoded by the API, the application OR ncognne account
X
statuses and flags o feUMg the user experience such as closed amounts: shutaflMbm sect conditions; or amounts flapped for spedal services such as automatic testing and budget billing. The user may have the option to
vlew a line item breakdown of Mee c m d bill delay or view a pdnabb HTML-based accountsummary papa. With the purchase of Tele-Wdrksy payment module and its appmpdaM components, The user can haw to option to
make a payment w flhek amount by cede cent sir credic. SucrossU pa m Ms wit gemaes a wnikmabon numberfor redmnm purposes. TM agency will be povkWd wkh s by of aft paymmla smeadble th"h a Web -
based adminlabatbnbMbr sefannca and ceWrlTg pvpoMs.
X
= Wecks Vole Respaew (TVR) Setlwan License
A TVR Software 1-kerwek Required Torun a TVR application. N mulapa, application are installed, a conespandNq number of TVR Software Lkenees ante
TowNtior1s Valve Response (TVR) Software Configuration
TVR Applications am configured based on business logic, application requirements ant design documents dewbpd cooperetiwly between Tab -Works and client Pr*d MaagemeM. Configuration mesa miner application and
mbpraim, complexly. Pricing for any TVR Application is to be considered an estimate udl a Request for Owes Is 8ubnsbed and a Omm codes provided. Should the database ever change, depending on twenty of change, new
spplMatbn development fees may be incurred.
X
Devebptnent is subject In de funconal limitations and the contractual same and conditions associated wish database emotionality, Inlegra0pn procedure, and/or use of any application programming Interface (API) from
Customeya data wontlor. Customer is responsible forsupplying the integration procedures toTeb-Works and torongoing maintenance and associated cosh of Me interface l obtained from o tMM-party or btomaly developed.
Application 0evebpmad will not commerce until a Protect Managerdsaianaled by Customer approves call lbws and One) application diagrams. Cuetomm ProjectMeager Is expected b adMre toflm attached Timeline ad
Task Lid In ordered avoid delays In design and Implementation.
X
Web lnEd "
System wean wig acmes TVR Appricalbn(s) via standard Web Scowaers (IE mmmnaded).
X
MLNkloml
Applications with the same loteramw honctimnatity are available in Spanish as an additional language for both the prone and%or web.
Credit Card Processing
X
Grace Cad processing W added per application aB required for credit cad paymend and Uses the ePayment Module Core for verification, authorlaabon and settlement function. Credit Cad hade ctlon will be routed for payment
processing and passed to the spiekaMn data tad as devoted by Customer and made possible via Me provided Mbprabon method as detaiktl in the Requirements documentation for each application.
eCMek (Gateway) Propaasing
X
sCMck iGatevrai)18ocassing is added par appbaUDn as required It, elecbonlc check payments and uses see ePaymol Module Core for vediintbn, authorization and sattbmerkfundbra. eCMck trnnadl will be roused to
payment pocesaing and posted to tint application data Mal as directed by Customer and made mssibie vla the provided Integration method as detailed in Its requirements documentation for each application.
TERMS ARID CONDrnON
Customer Is expected to execute an agreement with Tele-Works Not fully doermenta Terms and Conditions assmided with a purchase of a Hardware Platform, Tehe-Works Licensed Soflwam andor Modules. Telaworks Is
qualified W deliver flame Products and will perform M oNigatbns exercising an Industry standard of Rem. Both Customer and Tele-Works understand the need for tlmey installation Mate Products and reitMr will be responsible
X
for delays caused by the other, Customermay hermiate the Agreement upon thirty (30)days waten notice, but is obligated to pay for services delhered by Tele-Works up to the termination dab.
For as Lkerued Software, TekrWofks prods a pow". nemFCxclusiw, no"ansfende, nowassgnade, mrvsublacensable license to Cuss marto "the Licensed Software for he own Dusin res purposes, by its authortmo
personnel. Teb-Works reserves 0 rights to the Licensed Software not expressly granted. Customer is nsmalble for pobading against breaches of privacy and unaulMrcea axasa to or mouse of the Application or dark,
Including credit card and clmckkg account ambers.
INSTALLATION INEOUIREMENTS AND PRODUCT TRAINILIa
Teb-Wont welatidn enpemem WHO emperalhey anetge detiwry and training weh demigated Customer personnel in coordination with the mMsbnes on the Tenesne and Task LIM. Installation wig Include *s*V M Platform
Ha ev sm as Liomaed SMwase. Tab -Works will provide a comprehensive Net of Inetallatidn Prerequis es upon poled launch TO customer can owes Mae sat. Prerequisites include, six am notlenbed to, phone tam
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aailaEility, system wourity, and network t hvkuannt. Customer mud cancel any Installation arrangement with TeleWorlu thirty (30) days prior eo the scheduled data W avid incurring the standard is Mm charges.
Platform frenh g explains phydeat atblbutes of the hardware, system mamewme requesments and system admbkbation. eVdbn Veining mwm webbasad administration featuss old functions. TVR training insides the
funcneality MTVR AppNcemns ad sPayme d, such as; application se fi gs, ePayme d lops and system usage statics. In Lftn of TVR AppliwWm may beeb mt oats or moron, barred On Cusbmvr mgWMMMs.
PLATFORM AND NETWORK ENVIRONMENT
Plabens Wit dpemes in a normal office endmnmeM, use standard telephone and nelwork connection and be configured n a stand-alone rack mountace or desktop chased. eVdbn will maide on The 5s Plemn and SVbbn o
TVR Web Applications may reside on The 5.x Platform Aron a Customer -provided IIS web server. The 5.x Platform and any TVR web senrwill be nu edatnd w1e n a secure network envkonmaM provided by Customer.
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Cusomer, dheaponslele tor air sbhtlad maintenance and Ikeairg for The 5.x Plalmnm ad web servss inddirg, bid not I ffat to, data arched and backup, advice pads, sacoEdy patches and updates anti mmatn negetra on.
Customer sell scene and kBlall an"n s software and periodically update virus tlaflnitions to asmre that Teb-Works products am protected from Ames that murk be contacted from any smros Incldag. but not limed to, the
bcel network, flm In9rm e, email, physical disk or data exchange.
Paps 1 a12
Tele-Wurlae. Inc. Rev 1A 3-2eae
For Calms CO-G508811- oeda
TO PROJECT ACCEFTANCE
CustomarAmeptanoe Testing (CAT) e a thirty (30) calendar day period. Pmduct CAT commences once Teo-WoAa has completed W sINsW m, or In Ind raw of a TVR Appkalbn or ePsymerst Module kbtallation, once Tek+
Works lull competed final charge orders conesp inding to oel Ibwe adkr applkstion diagrams appawed by Customer. CAT is suspended for any period of time required for Tele-Works to corned a pmduct (Am reported by
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Customer. CAT resumes ImmedUby upon Customer-admowledged msDiudon of the pmdud failure. H CusbMm does rat provide Teo -Woos with notice ofproduct fallue within the CAT period, the Application who be
considered accepted by Customer and subjed to anal payment. At she mndcelun of the CAT period, Tele-Woos w0l send a Pro)ect Cbea Latter as notification of the inception of be one (1) yew WamaMy period and vemkalbn
M the Appfiration has traneeltoned from devetopmerd and beet mode to pmduction and support made.
x
Tepe-Works warrants the product M be free of defects end Is responsible for connecting emblems al no cost to the costumer for a period Of 12 months from installation deal. The warranty can be ealedee by erterkg Into one
mwwirg an meal Tele-Woos Proud Support and MaMlenarse AgmemeM (PSMA).
PRODUCT SUPIPORT AND MADMINANCE AGREEMENT )
Description -TeWWorkB Proud Support Is provided Was of charge fords fist year folawinp Installation of any ghen product. Fofinwing this term. the mslowr may enter ins an annual Pmdud Support and Malydanance
Agreement (PSW) for ongoing support services. Tele-Wmka will support the rem Vision Ploomn ad associated Tee -Works appicalms for 5 annual PSMA terns.
x
PSMA Persertags RaelFse-The real of PSMA Is 20 percent. The annual PSMA lee Is computed by multipying the annual percentage sal by the actual fist price toel of the pouch purdswd. Professional cervices and
Instafiamn and trstMrg are not Irrtlded in the PSMA computation,
Upgmdes- Sabre She end of the find year of the PSMA cycle, customas are required to upgmde the core eNson Pegorm. All contract terms and pricing as subject change al the time or upgrade.
CUSTOMER RESPONSIOLrriE 8
x
Customer Is expected to accept mrtaln fundam anal responsibilees to asset in timely project completion. The Timeline and Task Let speclacafiy documents; pm)ed responspbilkes of Customer and Tek-Works. Customer
msponsiblges inhale, but as not Stated! to:
Cussmer Projsct ManegsrreM Rss rm1biNtW*
Identify repani g lines ofmmmaleason and approval W Tele-Works
Assign responaiw Inalmal projed manager
Facilitate, communications wish any Mird parties not dlmcgy contracted with Tele-Works
Pay Inwkes pmonptly and according to ems
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Sparely and provide feedback on design, cwserk phrase lots
Respond M bustwss practice Inquiries
Appose and sign off on application flows and diagrams
Sc edue edslk5sk MhaafiMue halut" phone snes
Schedule and mum attedasa of applicable personnel at training seeabce
Conduct Customer Acceptance Testing (CAT)
Accept deI otProducls
Cusamsr Teshnlwl Raspsns1011"
PnovIde Application Programming Interface (API)
ObbIn SSL Certlflote
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Obtain domain nanWDNS mgetramn for web server
Arrange network and pipe vendor support
PmNde secure network environme re
Establish beat and produdan em imnments
Customer slesa count Module Responsibilities
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Secure a payment procosaor
Seine an Internet Merchant Amount and Inkemst Gateway
ProWde ACH spedfications from bank for eCheck
Page 2 of 2
Tall -Wake, Inc. Rev 1.1 32"
Fd Collins CO - OBmB 11$06.ae
Tele-Works, Incorporated
Attachment B-3: QUOTATION
Contact: Brenda McCoy-Manfredc
Agency: Fort Collins
State: CO
Description: ePayment TOolklt
avl ox 10
THE FUTURE OF F-60VEANNEN113 NOw
Account Manager:
Date:
Quotation Number:
James Kim
11/132006
QS094
QuotadArdormatlon
Solution Sat
i Unit Price
i CAV i Extended Price
X
TVR ePayment Tooikil
i I5,000.00
I 1 I b 1 ,000.0
TVR on urdtlon Add Ons
------------X
X
Credit Card Processing.jmuw news ePayment MOEweJ______________________________
eY,vFecli- aiewa Piocesninq (M+a nave ePsyment Madub)
-----3..
$ 3 500.00
1
1
�_____.._______._.___3,500.00
S 350000
ubtube,
.00
____9AProduct
n/TreMln
Remote..
Software Installation
S---------------------------
-500.00
00
$ .
one arras
Inclu ed
u and Maintenance Agreement PSMA : 20%
Issuance of a Purchase OrdenNofice to Proceed based on this quotation repents agreement to the disclosures listed below.
Qugtedlinformation
SV1SION SOLUTION SET
R sPaymerd Toolkit Soups, Language
The stand-alone epsymenl tomkh Provides Web integration capabilities W Teb-Wong' ePayment modulo for credit card andfor dock paynnms. Tole -Works provides the Web payment pages scot coiled and mliArm Me
customer payment information and the subsequent Result page Met teem an Eppmval or decline and an optional confirmallon number. using an agency provided SMTP server, an emae receipt can also be nerd W the
arsmmer entered email address. Pentrent data wo, as payment amount, account number, and user Information will be passed W Teb-Works' ePayment Pages through to HTTP post MOW from the agkhabry agerxl
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wtb page. The agency is msponsible for acqulfg and makaanirg a Tele-Worts approved payment gateway for Resume scot care authoduations or check data (ACH) handling.
Payment transaction data will be mNmaMad wMan Tole-Wofe application database tables and malls available to the agency for repahtirg or host system updates. Additional requirements our host syMem updates must hm
souped for accurate quotepnrLg. The bdkit provides Integration Into a single payment gateway account and requires the purchase oats Tell-Wmlu' base ePayment module (ono-tlme Wrcthasel and HE, credit cord
anchor cthack components. Integration lob additional gateway accounts will require haler er souping for accurate quoha pricing.
TERMS AND
Chratohrher is expected to execute an somement with Teb-Wong Mat fully documents Temps and Conditions associated with a purchase of a Hardware Plalimm, Teb-Waft Licensed Soswam andbr Modules. Teb-Wo
is qualified W deliver ties, Products and will perform its obligations Exercising an industry *"am of ram. Son Customer and Tele-Wofs understand the need for timely NwWlalbn of the Products and nether will W
X
responsible for delays caused by the other. Customer may temhinate the Agreement upon Mhrty, (30) days when notice, but is obligated W pay for services delivered by Teb-Works up to tiro summation data.
For ale Licensed Software. Teb-Wofs grants a personal, nonexclusive. wwbanderabb, non -assignable, mmsublkensa le license to Chabmer W use the Lberhsed Sotware fro its own business purposes, by Its
author and permmnel. Teb-Works reserves all rights W the Licensed Software not expressly granted, Customer is responsible for protecting against breaches of privacy and unautaduM access to or unisuse of to
Application or data Including credit card and checking account numbers.
TRAININGMTALLATIOWUQURMNTILAND PRODUCT
Teb-Works mouslatun Engineers will cooperdtlwly arrange delivery and tralnbhp with designated Customer personnel In coordination with the milestones on me Timmons and Task Let. Installation we include testing of
Platmm Hardware and Licensed Software. Tele-Weft will provide a comprehensive an or Installation Pmmgwstes upon project launch so customer can prepare their vb. Prerequisites include. but am not limed W,
X
phone line waitabpay,syabnth sewrtyaM Mtwod: envlromrem. Cu�mer mutt cancel any lnatalbtlon arrangememwAn Tele-aloha tMk}(3g)days pdarbtlha ecMdubd dabWawid lncunhhp Ma sraMard inatallagon
charges.
Platform traaning Explains physical allribades of tin hardware, system mallhenanxe requirements and sysham administration. eVelon training covers web-bas ld adminbtracon leaMret and functions. TVR training Includes
Metundenogy, of TVR Appikatbns and ePayment, such as application seethes, ePaymeM legs and sworn usage sbibdcs. InMaNatbnol TVR Applicabons maybe etMu orals a nemoha, based on Customer
requirements.
PLATFORM AND NMWORK ENVIRDNMIE
Pbtiorm will operate In a normal office emuomns rd, us, standard telephone and nbMerk corrections and be configured as a shandabne red mountable or desktop chassis. eViabn will reside on the 5.x Platform and
eVebn orTVR Web Applications my reside on the 5.x Platform or on a Customer -provided IIS web server. The 5x Platform and any TVR web server will be maintained within a secure network environment provided by
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Cusomer.
Cuuxom er Is responsibe for all standard maintenance and Ilceralng forth@ 5.x Platform and web server including, but nab Im ax! b, data archival and backup, senw, packs, security patches and updates and domain
registration. Customer will oconse and Most ard-vi ub software and periodically update AM tlmMNbhhs to mum that Teb-Works pmtlucts are protected from vkusas Mal could as contracted irom any source including,
but not lifted W. The local nMwouk. eve 1nlbmat. armed, Physical disk or data estivate.
X
WA
Teb-Works warrants The product to be Iree of defepa and Is reaporemler for correctrg problems at no cost W the customer for a peMd of ore year from Installation date. The warranty con be extended by ehbrkg into and
renewing an annual Tele-Works Product Support and Maintenance Agmemerd (PSMA).
PRODUCT SUPIRM AND MAINTENANCE AGREEMENT i
pestrip lon-Teb-Works Product Support Is provided free of charge For she fhrsl year following Ire ukdoun of any given Product. Following this harm, the customer may enter into an annual Product Support and
Maintenance Agreement (PSMA) For ongoing support services. Teb-Works will support tie care elision Platform and associated Teb-Wofs appecNbns for 5 annual PSMA terms.
X
PSMA ParpMage Ratamae-The raft of PSMA is 20 percent. The annual PSMA fee is computed by multiplying the annual percentage rate by the actual oat price lohal or the products purchased. professional cervices
and IreWAatlon and training am not InWdetl In ere PSMA computation.
Upgredaa - Seems to end of the Mdl year of the PSMA cycle, customers are required to upgrade tie corn eVisbn Platform. All contract Rome and pncinif am subject to charge at the time of upgrade.
X
CUSTOMER ]RESPONSIBILITIES
Customer Is Expected In accept cartoon fundamental responslNll ies W asset In rarely project completion. The Thai and Task List specifically documents project reeaansihiWlas Of Customer and Tes Wofa. Communal
responsibilities bclude, but am not limited W:
Custownw, lamad M&mkgmara RapaslbHWOS
Meaty mportinp Area of WmTunicatldn and approval W Teb-Works
Assign responsive moms Project manager
Facilta a communications war any third padbs not directly connected with Tele-Works
Pay Invokes promptly and according to hams
X
Specify and Provide feedback on design, content. please life
Respond m business precdoe inquiries
Approve and sign of on application flows and diagrams
Schedule Im blbtbn infrastructure mckWig phone lines
Schedule and assure abundance of applicable personnel at training means
Conduct Customer Acceptance Testkg (CAT)
Accept delivery of Produces
CuMumW Technical RespmdMlNgs
Proved Application Programming Interface (API)
Obtain SSL Certificate
X
Obbm domain okMX,NS registation For web server
Arrange network and phone vendor support
Provide saws network enwrom mat
Establish lee end production em,holo enm
customer aPsymaht Modulo Responsibilities
X
Secure a payment poomor
Secum an Imemet Merchant Account and Internet Gateway
Phovde ACH specifications from bank far eCheck
Page I a
TN Waft. No. Rev 1A g260e
FM Warm Cq-OeogE tit-tYge.dt
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:
Title:
Customer:
CITY OF FORT COLLINS
By:
James B. O'Neill II, CPPO, FNIGP
Director of Purchasing & Risk Management
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TELE-WORKS/CITY OF FORT COLLINS AGREEMENT
TERMS AND CONDITIONS
1. 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 (twsupport e,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
Tele-Works then -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.
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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 1 - 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.
3. 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
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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 Conyrieht. 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.
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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.
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
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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,
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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 party 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 party 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.
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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 party 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.
it. 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
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