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HomeMy WebLinkAboutBLUE ARCHER - CONTRACT - AGREEMENT MISC - BLUE ARCHERFort Collins police Services Blue Archer Graffiti Tracking System — GTS Software License Him Prepared By: Blue Archer Contact Date: Joe Papp 412.363.0636 02.22.200e jpapp@bluearelier.com Initial Version I Page I of 12 UTMEWINTO 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 2. 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. GTS Agreement I (Person or Company listed in signature block in "Client Acceptance` section, and hereafter referred to as the Customer), the undersigned, hereby agree to the terms and policies set forth in this Agreernent, for hosting services, and additional fees rendered by Blue Archer, Inc.. It is the intent of Blue Archer, Inc. to provide and warrant the services listed in the Pricing section of this Agrooment. Initial Page 10 of 12 It is the Intent of this Agreement that the Customer will receive services rondefed by Blue Archer, Inc. and pay for them in a timely manner. '1'C-)2jN • Customer agrees, and understands, that the term in which Blue Archer, Inc. will provide services is twelve (12) months from the Beta Launch date of the website which is the subject of this Agreement. Service will continue to automatically at the end of each tenn for an additional term of twelve (12) months unless Customer notifies Blue Archer, Inc. in writing thirty (30) days prior to the acid of a term, provided, however, that this Agreement will not be subject to more than four renewals. Blue Archer will notify Customer of term expiration no later than sixty (60) days prior to the end of the term. I?AYMENT_- Customer agrees, and understands, that hosting and payment, is billed with Net 30 terrns each year. Customer also undorstands that If payment is not received when due, access to their sltelservor, may be tornporarily interrupted until payment is made in fall. Customer agrees, and understands, that should they not be able to pay within that time, that they shall either In written form, or verbally, inforn'i Blue Archer, Inc. immediately, should such an ovent occur. Customer agrees, and understands, that failure to make payment within the above stated time period, or without making at to pay on Customer's account prior to the due date, may automatically cause Customer's account to be clue in advance cacti month, LIABILITY - Customer agrees, and understands, that Blue Archer, Inc. shall not be liable or rosponsiblc for misuse- of service by Customer, or by Customer agents, CUStemer employees, and/or Customer clients, or for consequont4al, special, or incidental dainages. Customer agrees, and understands, that Blue Archer, Inc. shall not be liable for damages, or loss of revenue, due to Customer misuse, accidental damage, mechanical failure, and/or acts of God. Further, Custorner agrees and understands that all disputes of this Agreement must be governed by the conditions in the General Terms & Conditions of this Agreement. NOTlgEq Any notices, requests, demands or other communications provided for by this Agreement shall be in writing and made by hand delivery in person, or mailed through US Postal Service, or by overnight mail by a reliable overnight delivery and addressed according to the information supplied for both Blue Archer, Inc., and Customer within the 'Client Acceptance' section of this document. EFFECTIVE DATE Effective date is the date of Launch. Flpstirrc7_{�rrelcages and,_r'riring See statemor) t of work section above_ YOUR SIGNATURE IN THE' CLIENT ACCEPTANCE' AREA BELOW INDICATES TI iAf YOU I IAVE READ '1"HE ENTIRE GTS AGREEMENT AND AGRI=E TO BE BOUND BY ITS PROVISIONS. Initial.,"r _..... / i. Page t I of 12 CAS Client Acceptance... Thankyou for choosing Blue Archer for your technology needs. Blue Archer, Inc. and CLIENT agree as follows: Conditions of Proposal Blue Archer, Inc:. respectfully roquests that Customer obsorves the tours of the following paragraph: Customer agrees that this proposal document, shall, unless otherwise expressly provided in writing by a (July authorized officer of Blue Archor, Inc., not be disclosed by Customer outside of Customer's operation (oxcept and to the extent required to comply with applicable law) and be made available within Customer's operation only to those employees of Customer who may be working on this project. 'Phis proposal, when executed by both parties shall constituto the only legally binding commitment of the parties. Customer Acceptance Representative Signature; jepresentative Name (Please Print): James O'Neill t itl Purchasing and Risk Management Director Date: March 3, 2008 P.O. # (if applicable): YIHC I'f1 YllY,, 1 , 735 Copeland Street 3' Floor Pittsburgh, PA 15232 Authorized Blue Ar i>'g4P-iacjpal Signature: Name: Robert Faletti Title: Principal Date: Client WHIn!g & Gorlt.aot Inforroation Susan Nej.man Records Manager Dort C7oj'jAns Po.7.?.ce< So.mixes 2223. Timberr.l..i.ne Road port Collins, CO 80525 Office (970) 221-6825 Fax (970) 8:1.6-3385 Initial �x Page 12 of 12 Fart Collins Police Services Blue Archer Graffiti Tracking System -- GTS Application Hosting r...', 0 Pwhi Prepared By: Blue Archer Contact: Joe Papp 412.353.0636 jpapp@bluearcher.com Initial,. t, i'/✓<��'�� ✓- Date: 02.22.2008 Version 'I Page 1 ot` 10 i WAJ Project Goal Project. foal the primary goal of this project is to provide the Port Collins Police Services and its allied agencies with a web based system to document instances of graffiti vandalism, manage investigations, track graffiti removal requests and compile actionable intelligence. l his goal will be met through the; cost-effective Implementation of Blue Archer's world -class Graffiti Tracking System ({:,TS). Project Specifications 1311.1e Archer will install the GTS system at a unique URL for the exclusive use of your agency. Hosting Blue Archer's GTS hosting services provide clients with worry -free hosting and system. maintenance. For a low monthly fee, Blue; Archer provides all database, operating system and related software, and hardware required to run G'I-S in a web -based environment. All system database and regular software maintenance is included, as well as nightly backups and up to 250Mb of storago space, enough to store approximately'7500 graffiti images at roughly 33k per image. The system is optimized for JPG image formats, which should be used for all case photos. Blue Archer's data center is a world -class facility, providing the utmost In protection from both physical and electronic intrusions and disruptions. Hosting with Blue Archer provides clients with the lowest cost of ownership, and allows our clients to focus on extracting the, maximize; functionality from GTS as an operational and investigative asset, and not on the technology that keeps it up and running. Support User support is available on a per use or package basis. Browser and Platform Support The GTS software requires an MS Windows 2000 or higher OS Platforru with 1E 6.0 or higher browser version. Other browserlplatiorm cornbinations may work fully or partially, but are not supported by Blue Archer. instil{`' -'T Page 2 of 10 MONStatement of Work Project Assumptions ✓ Blue Archer requires timely cooperation by client to meet project goals and budget. ✓ Hosting begins on the date client's GTS is launchod. Launch is the date of initial install of GTS software for client on Bhuc Archer servers. Pricing Summary Description of Service Hours J Qty Rate Discount Total; Graffiti Tracking System (GTS) Application Hosting 12 $59 15% $600 Yearly Application Hosting Fee $600 GTS Site Hosting and Systern Access P ayrnent Terms A discounted hosting rate of $50,00/month, paid yearly, is due ulpon GTS Iaunch_ Suhsequont year's hosting will be billed annually with NGT30 terms. GTS Application Hosting Options: For ciionts roquiring additional str n.igo spoco, Bhto Archer offers, the following application frosting upgrades: Yearly $ Monthly $ Space for Approximately Equates to Approximately --- Actual Storage Space this many Incident this many Incident Available photos Records $600 $69 7500_ _ 2,500 250mh (standard) $1200 $119 15000 5,000 50(hnb------ $1,800 — $179 22500 7,500 MOmb --- $2400 _----_$2.39 30000 — __-_--- 10,000 Initial l - %��„ - Page 3 of 10 Pip al General Terms & Conditions & Hosting Agreement General Terms & Conditions 1. 7ernrs. Unless otharvvisa specified in writing, the politics agree that the temis of this Agreement will apply to tho Cuslomor's usm of the Graffiti "1'rncking system. 2 !ndopondent Convach r_ Tho relatlonship of 131uo Archer, Inc. to Customor is one of an indopondmnt amtractor and nothing to this Agroomant shall be construod to imply that Blue Archer, inc. or its employees at): agents or employees of Customer, for it purposo, including, but not I inited to, withholding of social socorty or stale ondlor federal income tax Or antillement to ornployeo bonefits of Cusknnor. t31uo Archer, Inc, will be solely responsible for pay nont of any and tall iaxos and insurannin, including workers compensation, for Its employer's who perform any Services pulsuont to this ALIwornent. 3, Ownership Rights &Version Upgrndas. C;ustomar v,411 own ail graphics, text and other shoot rololcd content. Code For etc Content manegemont system, GI S Is the propony of blue Archer, ins, Gl"S code must amain On [clue Anchor, Inc. approve: sorvers. Cusl'orner agrees not to re -market or othonv'ise dlstributo content manegomont system (GI"S), deveiopud spaciticaily for end use under the tarns of this agreemort. Version upgrades arc-, not mandatory. Version uplyados may bo roquirmd once overy two years or to the most current version of GIs in order for Customor to receive product technical support. Version upgrades (or current clients arc capped at If moaximuni of $1,000 for a single version upgredo, 4. Custorer agroes during the torn of this Agreement and for a period of one (1) year after no himination, not to solicit directly or Indirectly (through individuals, suhsidiaries, Holding companies, pal-Morshifss, subcontrachrs or ally other financially rolatod firms), nor to tender an allot for omployment nor place on their payrolls any ernployoo who is or was, within ninety days prior to the timo of such solicitation, offer or ornployniont on Blue Archer, Inc.'s payroll. In the nvrant GUStenler hires or contracts with n Bluo Archer, Inc. omployoo In violation of the terms of this parxgnsph, tho Customer ayrss to fray f3luo Archor, Inc. as ligniriated damages, and riot as a penalty, an ahlount oquai to one half of tho employees annual romponssation, including but flat limiter) to wagos, bonuses and fdolin henefits. This provision for Iiquidaled damages, shall not fimit remedies against the Customor for any other breach of this Agnsemont. (a) Custon Of-WJII require all agenoies and/or subcontractors Walk iDO on Customor s prernises with Bloc, Archor, Inc. employees to sxecuto a documont indicating thoir Agroornunt to the term, at this paragraph. (b) In tho -vont of a violation of this provision by a subcontractor or other third parry ors Customer s promises, Customor agrees not to use the sorvlcos of such indlvidual(s) hired by such subcontractor or third party. fL Wairunfles, f3luo Archer, no. wurronts that, in performing tho services: (a) The Sorvices will reasonably conform to the doscriptions set forth in the t°roposal within thirty (30) days of completion of the Services and during tho term of this Agrnarnrint, Customer shall oxrrcuto a Cortification ofAcceptanw providing, among other things, that the Snsvicos furnished by Nue Archer, Ina. 11ereunder are in fiocord<fnce With the Proposal and accopiabk) to (ustorool, (b) C31uc Archer, Inc. will transferor assign to Customer any available and assignabio product vvarr2nties of manufacturors andlor suppliers for any oquipment or product purohasod by Customer and furnishod by I31uo Archer, Inc, pursuant to this Agreement 81(w Aroher, Inc, snakes no wanantios eoncurling equipment or Product supplied to Customer under this Agreement, and all product and equipment furnishod by t31ue Archer, Ino. is on an "os is" barns. *1 no products sold by bloc Archer, Inc, ore subjoet to certain warronllos that may bo offered by the respoctive manufacturers of such itasns. As Mile Archer, Inc. is not a manufaclurrr, t31uo Archor, Inc. does not offer any independent warranties on Rams that ar o purchased from Hluo Archer, Inc. IN NO FWIFNT SHALL 131ue Archer, Ino. BE I IA13LG FOR ANY f.OSI Pf20F1'I'S 01i 3ALFS Of- CUl3 FOMFR, AND MOO Archor, Inc.'s l IAi311..i'I`Y UNDER ANY I CORY OF LAW SHAI.,t. NOT fs:XCEGdO THr AMOUNTS M-COVED BY blue; Archor, Inc. I -ROM CUSTOMSTURSUAN I- 10 1 HIS AOREEMEN'F, (c) Wobsitm and hosting perfonnanco shall sustain porfomnim"o levels equal to or greater that) othor co,mncrcial service providers of all times durinll the horrm of this agreement. 6, liability. I31uo Archer, Inc.'s entire liability and Customor s oxclusive remody for damages from ,lily couso or aouioo whatsoever, including, bill riot limited is, nonporformonco or niNropresentation, and rogIardLws of too roirn of action, shall bo limited to a Iofund of the price pain by Customor for the specific products or scivicos that caused the damages or claims that are tiao C. Initial( Page 4 of 10 METSMINE subject matter of, or lodu ectly related to, the cause of action. as no even( will Dino Archer, Inc, be Gable for damagoo caused by Customer "i negligence, or for any lost profits, lost savings or pillar if oldentai or consequential darnagcs, even if Blue Arc:hor, Inc. has been advised of the possibility of such damages, or for any claim against Customsby any other party. (a) Webslte and hosting peiiormance shall sustain performance levels otl al to or groaler than miller comrnendai servico provider", at all times during the term of this agreornont. Termination (a) Eithear party may terminate this Agreement with 30 days of prior written notice to the; other. (b) Mandl, In the event all sums dun-, pursuant to fills Agreement are not paid as set forth herein, f31uo Archer, Inc. shall have': option to terminate this Agroennent upon 30 days prior wn(ten notice to Client. (c) Acts of Insolvency. Eilher party shall have the option Ai Yerminata this Agrreoman9 by wd(ten notice to to the Other and to rc.garri the that party as being In material default of dais Ayrooninnt, if that party beconses insolvent, snakes a general assignment for the bonetit of creditors, files a voluntary petition for bankruptcy, suffors or permits the appointmonI of a receivor for its husinesa or tassels, or becomes subject to any proceeding under any bankruptcy or insolvency law, whothor dot nestio Or forugn, or has wound up its business er liquidated, voluntarily or othe rwiso. In (he event thai any of (lap above ova(M occurs, the Insolvent party shall irnrn edlately notify file Ott of pearly in writing Of such occurronca. (d) Force Majouro; Suspension and Termination. fin the ovent that either party is unable, tO perform any of Its obligations under this Agreement, or to enjoy any pf its bonaf is because of (or failure, for perform the Services is caused by) natural disastoi, actions or dose ees of govornmontal bodies, or coninlunication Inner failure, or any inability to perform which Ls notion falkno of the affol,.Wd party (her(rinafter referred to as a "Forgo Piiaiouro Evont"), lho party who has been so aftectsd shall immediately give malice to fie othor party and shall no evory(hing possible to rosume porformaoco. Upon receipt of such notice, all obiiga!lons unclear this Ay«:ernenl sir=II be immediately scspanded. If the period of non pot formanco oxceeds thirty (30) days from tho roceipt of nolico of the faorco Majeurc Bvont, too party whose ability to perform link not boon ro affoctod may terrninci this Agi sornen(, by giving written notice to the; other party. fie) Rights and Obligations of (lira Parties on Termination. Upon termination of this Agneemerit based oil a material breach or dafoul I by Customer, Bias, Archer, Inc. shall be ontitled to retain paynnonts recelved to date of default or breach, as wolf as retain (including a demand to Customer for retain of) tall data, manuals IT) atoriaIs, equipment and other 1(0111s provided to Customer as part of the Service, undor this Agreement, which havo not been fully paid for by Customer at she) time of (erinination and, In addition, shall hove all other legal rights and romedies available as a I osult of such breach. Confidential art($ Propriolory Information; Publicity: (a) Contldendai and Propriotary Information. Customer arknowlodgos and fin oes that ally and all information concerning Blue Archer, Inc, business disclosed ha the course of purfonnanco of tho Services unrier this Agreement is "Confidential and Proprntary information', and Custornsr sgreos that it will use its best efforts not permit the duplication, use or disclosur'o of anysuch Confidential and Propriotaly Information to any person (other than Its own employee, agent or rapresoniativa who must have such information for (he performance, of services horoundor), unless rwch duplication, use or disclosure is specifically aWhorlxed in advance in writing by Blue Archer, Inc. "Confidontiai and Proprietary Information" Is not meant to include any fnformnaUan which, at the time of disclosure, is generally known by file public of any compexi(ors of Customer or I lue Archer, Inc. fib) Publicity; Trademarks. Neither party shall use file narne(s), tradornark(s) or trade name(s) (whether roglstored of not), of the other party in publicity reloases or advnrtlsing or in any other manner, Including Client lists, without securing the prior oattan approval of the othor party. 9. Indemnifiratioo. T'iae parties understand that tho wulisito that is the subject of This Agrooraont will contain intellectual Propor(y to bo furnished by Custo llof (for example, but without limitation, graphics, photogiaph:a and cori:ain loxt) and intellectual properly to be furiflohed by Blue Archer (for oxarnplo, but without limitation, layouts, designs and progomrnimj). It !I; the Intention and uodcrshanding of the p(arlies that each of thorn separately warrants that it has tine right to furnish, for the uses contemplated In this Agoemont, be materials, Iabol', rnothods and intellectual property in fact furnished by such party. thus, Customer agrees, to the extant ptarmitted by law, to indemnity and hold Blue Archer harmless against fill liability to third parties arising from or In connection with Ito violation of any third party'aa franc sonata, proprietary information, Uado:nad<s, copyrighl, or Patent rights eauocd by intellectual property furnished by Customer for inclusion in the fooballs. Blue Archer ogress to indemnify and hold cuslomer harmless against all liability to third parties arising from or in connection with file violation of any third party's nado Initial ...1.�iy�L1�/ Page 5 01710 11I.. IFIRMIN secrets, proprietary information, 6'ademarks, oolanghl, or patent rigPds caused by intellectual property f arnlshed by 61uo Archer in furtherance of this Agraereent. 10_ Waxes. Customer shall be responsible for the paymart of any salon and use taxes imposed in connection will) or as a result of this Agreement. 11, Assignment. I31us Archer, Inc. may use qualitied einpolary help, subcontractors, or other coa>ultanl staff to assist in performance of its obligations under this Agreement. 12, Applicable Law. This Agreernont shall be govufned by the Iaws of tho State of Colorado. 13, Miscellaneous. (a) Remadios. All remef ies available to Other party for hosloh of this Agreement are, rumul.ilive and may be exoresed concurrently or separately, ;and the exercise of any once remody shall flat be deemed an ololeion of such romely to tihe oxelusion of othee rcmodies. (b) Notices. Any noticas, requests, demands Or other comrmmicutfons provided ho by this Agreement shall ba in writing and made by hand delivery in person, or mailed through US Ilostal Service, of ovoinight mail by a reliable ovornlght delivery ,.fall addiessod according to the information supplied for both t31ue Archon, Inc., and Customer within the Client Acceptanea, section of this documon6. (o) Waiver. No term or provision hereof shall be deemed waivod and no breach excused unlos, such waiver or consent shall be in writing and signed by the party claimed to have waivod or consented. (d) SILO Of Services. If Blue Arohar, Inc.`s sorvices aro perfolfilod at Customer's offlces, Gustomer shall provide online space and tarilitias to Blue Archer, Iric'e staff commensurate with that provided to its own omployees to the extent necessary to perform the Servioes. (a) Modification:;. It too Customer requests in writing any modification of the Services, Blue Archer, Inc. may pedoirn such services at its solo discretion. If Blue Archer, no. so performs, Customer agreos that hint) Archer, hate. may expend the Brno: Blue lecher, Inc. doollis reasonable and necessary to perform the modified Services and the charges for ouch modified Services shalt be on a into and materials basis at Gills Archer, Inc.'s hourly rates and chargos then in effect, unless othenviso agreed to in writing by the parties. (f) ill or Negotiations. This Agreement constitutor, the entire re-dorsl4.inding of Inv pantos and supersedes any and all Prior or rant alfMoneous iepn;senlations or ugreoments, minion or Orel, by the; parties, and cannot of, changed or modified untoss In writing signed by the pal lies. {g) Severability. If any pert of 9hls Agreomcnt is Conrad to be in violation of any lava or is found to be otherwise unenforceable, this Agreement shall be constnaod and inloga'otod withour reference to sash part. (h) Atlornoy's I"oos. In the event that either party aenmerie" a proceeding to con2trad) er detenuitta the rights and obligations of the parties pursuant to tine Agroerrient, Or a breach theroot, the prevailing party, shall be notified to recover from the olhor party all reasonable attorneys fees rind expenses incorrod in obtaining a declarartion or onfwcornont of rights and obligations ter dolennining a breech by the other party under this Agreement. W Billing Periodicity and Lato fees Projects are billed por paymrmtschedulc outlined within this SON, Teens of Payment Eire Net 30 days with if '1% lato payment fee to be defined on invokers for oll billing. All payments not received within 30 days of invoice dates are subject to Irate fees, dire upon the first day the payment becomes delinquent, urdess other arrangements are mall in writing and agreed to by Customer and Blue Archer, Ilia Excoptions to this section include hosting invoices; that aro donerPilod according to a monthly plan. Monlhly hosting plans require flist and last month hosting fees upon Initial invoice; invoice terms are due upon recoat. Prohibition Against Employing Illegal Aliens. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a i Initial Page Page 6 of 10 F. specific end product other than reports that are merely incidental to the performance of said work. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: a. As of the date of this Agreement: and 1. Contractor does not knowingly employ or contract with an illegal alien; 2. 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 confirm the employment eligibility of all newly hired employees. b. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. C. 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 has been completed, whichever is earlier. The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued. d. Contractor is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. e. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: Initial=.,_ %rl= r j.. Page 7 of 10 Why Blue Archer? Blue Archer is exceptionally well -positioned to execute the project detailed in this document, based upon the following: i) Experience & Expertise: We understand our olient's business needs. Blue Archer's managernent team has in average of 12 years direct experience with Internet technology solutions, Including both strategy and iniplernentation. Our development staff consists solely of votoran developers; wo are not a job shop with `project -by -project" contract employees, and we do not train with client projects. We are able to understand the business needs of our clients, and how to apply technology to them. Moreover, Blue Archer's GTS product was specifically designed to handle the specifications as required by this projoct. 2) last Projects & Cilonts: We have a long track record of successful projects for Corporations and Nonprofits. Blue Archer has along track record of executing projects for a wide -range of some of the nation's most successful and demanding customers. 3) Stability & Longevity: We will be here for our clients over the long term. As technology changes, so do the players within the industry. The turnover rate of small and rnid- sized technology firms is astounding. Blue Archer's management philosophy and business model have provided a strong foundation for Our company; we have operated continuously since our founding 1999 and continue to grow. Our dedication to quality, customer service, internal efficiency and affordability help ensure our longevity and, moro importantly, that wo will be able to continue to support our clients and systems well into the future. 4) Reputation & Integrity: We have forged and will maintain a strong, positive reputation. Blue Archer's is active in its community and various professional organizations. We participate in board seats and are actively involved in many of the regions membership associations and nonprofit organizations, including the Association for Corporate Growth, the National Alliance, for Autism Research, and Pittsburgh Arts. Initial z0h : ,_..� Pigc 2 of 12 WIM 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 2. 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. g. 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. h. 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. GTS Agreement I (Person or Company listed in signature block in "Client Acceptance" section, and hereafter referred to as the Customer), the undersigned, horeby agroe to the terms and policies set forth in this Agreerent, for hosting services, and additional fees rendered by blue Archer, Inc.. It is the intent of Blue Archer, Inc. to provide and warrant the services listed in the Pricing section of this Agreement. Initial „� U� Psge 8 of 10 It is the intent of this Agreement that the Customer will receive services rendered by Blue Archer, Inc, and pay for them in a timely manner. TERM - Customer agrees, and understands, that tho torm in which Blue Archer, Inc. will provido services is twelve (12) months from the Beta Launch (late of the wobsite which is the subject of this Agreoment. Service will continue to automatically at the end of each term for an additional torrn of fwelve (12) months unless Custorner notifies Blue Archer, Inc. in writing thirty (30) days prior to the, end of a torm, provided, however, that this Agreement will not be subject to more than four renewals. Blue Archer will notify Customer of term expiration no later than sixty (60) days prior to the end of the torrn. PAYMENT - Customer agrees, and understands, that hosting and payment, is billed with Not 30 terms each year. Customer also understands that If payment is not received when due, acoess to their sitelserver, may be temporarily Interrupted until payment is made in full. Custorner agrees, and understands, that should they not be able to pay within that time, that they shall either In written form, or verbally, inform Blur. Archer, Inc. immediately, should such an event occur. Custon'ux agrees, and understands, that failure to make payment within the above stated time period, or without making arrangements to pay on Customer's account prior to the due date, may automatically cause Customers account to be due in advance each month. .IAt31t.JTY - Custorner agroes, and understands, that Blue; Archer, Inc. shall not be liable or responsible for misuse of service by Customer, or by Customer agents, Customer employees, and/or Custorner clients, or for consequential, special, or incidental damages. Customer agrees, and understands, flat Blue Archer, Inc. shall not be liable for damages, or loss of revenue, due to Customer misuse, accidental darnage, mechanical failure, and/or acts of God. Further, Customer agrocs and understands that all disputes of this Agreement must be governed by be conditions in the General Forms & Conditions of this Agreement. NOTICES Any notices, requests, demands or other communications provided for by this Agreement shall be in writing and made by hand delivery in person, or mailed through US Postal Service, or by overnight mail by a reliable overnight delivery and addressed according to the information supplied for both Blue Archer, Inc., and Customer within the "Client Acceptance' section of this de0nment. EFFECTIVE DATE Effective date is the date of Launch. I;iosGnrt f'aci<ages at d P , inq Sec statement of work section above. YOUR SIGNATURE IN 1'I II_ "U-II N r ACCEPTANCE" AREA BELOW INDICATI=S THAT YOU HAVE TREAD THE ENTIRE G'rS AGREEMENT' AND AGREE TO BE BOUND BY ITS PROVISIONS. Parga 9 of 10 CClient Acceptance... Thank you for choosing Blue Archer for your technology needs. Blue Archer, Inc. and CLIENT agree as follows: Conditions of Proposal Blue Archer, Inc. respectfully requests that Customer observes the terms of the following paragraph: Customer agrees that this proposal document, shall, unless otherwise expressly provided in writing by a duly authorized officer of Blue Archer, Inc., not be disclosed by Customer outside of Customer's operation (except and to the extent required to comply with applicable law) and be made available within Customer's operation only to those employees of Customer who may be working on this project. This proposal, when executed by both parties shall constitute the only legally binding commitment of the parties. Customer Acceptance ;�ntative Signature: tativ04ame (Please Print): James O'Neill °urchasing and Risk Management Director March 3, 2008 0 Blue Archer, Inc. 735 Copeland Street 3`d Floor Pittsburgh, PA 15232 Authorized Blue Archer Inc. Principal Signature: Name: Robert F letti or AI Polanec Title: Principal Date:? Client Billing & Contact Information Susan Neiman Records Manager Fort Coll..ins Po.lAce Services 2221 Timberline Road Fort Col.1i.ns, CO 80525 Office (970) 221.-6825 Fay. (970) 416-3385 snciman@c,3ov.com �\ Initial Page 10 of 10 L CWhy Blue Archer's Graffiti Tracking System (GTS)? Blue Archer's Graffiti Fracking Systern (GTS) is a centralized, web -based application that helps multiple users documc;nt instances of graffiti crime, manage investigations, track graffiti removal requests and compile actionable intelligence - all through the Internet! With GTS, any authorized user with access to the wet) Can open and manage a case and capture pertinent information that will lead to: More substantial arrests and prosecution of taggers Larger restitution payments Identification of gang migration patterns Why chooso Blue Archer's GTS? G'I'S is intuitive, cost-effective, and offers a high-level of functionality that can be accessed in-house without the involvement of outside consultants. GTS was developed for clients with all levels of skills. Any authorized GTS user who can navigate the Internet can open and manage a case file. OFS is cost effective, Between a combination of Blue Archer's business model, an exhaustive specification process, and Blue Archer's team of world -class programmers, we were able to build the system at a fraction of the cost of our competitors. We also built the system in a manner that rninirnizes the cost of each new GTS irnplernontation. The result is a system that can often be funded without the need for exhaustive budget reviews and special funding requests. Finally, and most importantly, is GTS' functionality. GTS offers something for every organization, and provides a highly flexible, scalable solution for organizations just starting to track graffiti vandalism, or taking the first steps towards a new and improved tracking protocol. GTS delivers a host of functionality, including: 'Tracking of an unlimited number of graffiti incidents in great detail. Uploading of an unlimited number of photos per incident, Including post Clean-up. Intelligent searching of all GTS incident records. Automatic linking of similar incidents to develop actionable Intelligence. Tracking of unlimited number of suspects, witnesses arid contacts per incident. Automated notification of new incidents based on user -defined filters. Quick and easy user updates and management of account access permissions. m Fully cuslornizable drop -down menus to record incident criteria. By choosing Blue Archer's GTS, you will: ✓ Coordinate graffiti crime investigations across operational or political boundaries. ✓ Uncover graffiti patterns, track gang migrations and develop anti -graffiti strategies. ✓ Build, enhance and centralize evidence for more, substantial prosecution of suspects. ✓ realize greater levels of victim restitution. ✓ Streamline graffiti incident logging to realize greater efficiencies. ✓ Stop graffiti crime in its tracks and conserve department resources ...and win the fight against graffiti vandaifsml l Inrtia��1;,, Page of 12 m Owl Project Goal Project Goal The primary goal of this project is to provide Fort Collins Police Services with a web -based system to document instances of graffiti vandalism, manage investigations, track graffiti removal requests and compile actionable intelligence. This goal will be met through the cost-c1feotive implementation of Blue: Archer's world class Graffiti Tracking System (GTS). ON Project Specifications Blue Archer will install the GTS system at a unique URL for the exclusive use of your agency. Training Blue Archer will provide a GTS training manual. Individual training is available post launch at ratos defined within this project profile. Training will be completed via WeblEx. Typically, clients will have one or two "power -users" trained comprehensively on the system.'i he power -users can provide training as needed for future users of the GTS. Should this training scenario not be satisfactory, Blue Archer may arrange for other training methods outside of this scope of work. Hosting Blue Archer's GTS hosting services provide clients with worry-freo hosting and system -maintenance, For a low monthly fee, Blue Archer provides ail database, operating system and related software, and hardware, required to run GTS in a web -based environment. All system database and regular software maintenance Is included, as well as nightly backups and up to 250Mb of storage space, enough to store approximately 7500 graffiti images at roughly 33k per image. 'The system Is optimized for JP''G Image formats, which should be used for all case photos. Blue Archer's data center is a world -class ' facility, providing the utmost in protection from both physical and electronic intrusions and disruptions. Hosting with Blue Archer provides clients with the lowest cost of ownership, and allows our clients to focus on extracting the maximize functionality from GTS as an operational and investigative asset, and not on the technology that keeps it up and running. Note: Client will execute separate; contract(I=TCollinsPD_GTS_t�ostirtg.-_02._22,_2008-_ vl) for application hosting. Support User support is available on a per use or package basis, per the terms deflncd within this document. Browser and Platform Support The GTS software requires an MS Windows 2000 or higher OS Platform with IF 6.0 or higher browser version, Other browser/platforrri combinations may work fully or partially, but are not supported by Blue Archer. Initial r jr )�JL....... Page 4 of 12 i r,. wlmr � Statement of Work Project Assumptions • Blue Archer requires timely cooperation by client to meet project goals and budget. • This project includes the base GTS installation, and does not account for any system customizations. Pricing Summary Description of Service Hours I Qty Rate ;Discount Total Graffiti Tracking System (GTS) Software License 1 $4,999 1 70% $1,500 Project Management - Implementation 5 $125 100% NO Project Initiation Fee $1 500 Payment'Terms GTS Project Initiation Pee due at time of project commencement. Version Upgrades Client will receive module upgrades to planned GTS version releases for a period of 12 months without additional application license-, foes. Additional Services Blue, Archer offers additional services in support of your GTS deployment: Training Intornot-based WebEx GTS Training Session, with up to 15 user connections: $300 Phone and Email -based Support On -call user support, minimum of (1) hour of billing per incident: $100/hour GTS ,application Support Package: $300 Package of live (5) pre -paid support calls of one (1) hour duration per call, to be used as needed by client. Note: Credit Card payments or pro pay chock required for support calls and emai/s. Software bugs will be remedied freo of charge. Bugs are defined as application crashes with resultant error codes to be submitted at the time of bug submission. Support for any iterns submitted by client thrat are determined not to be bugs will be billed at the appropriate hourly rate. Customizations Programmatic Custorizations and Pteport Programming (ex. export-to-.csv functionality) will be quoted on a per case basis. Pabc 5 of 12 ,i w CAN General Terms & Conditions & Hosting Agreement General "farms & Conditions 1. loans. foliose otherwise specified in writing, the parties agroe that tho terms of Uiis Agreementmill apply to thm CUsterrlef 5 use of the Graffiti I raciong System. 21 independent contractor. The relationship of Biuo Archer, fee. to Customor is one of on independent contractor and nothing in this Agreement shall be construed to imply that Blue Archer, Inc. or its omployeas am agents or employees of Customer, for any purpose, Including, but not llmihed to, withholding of social security or state and/or federal income, tax or antiflomfmt to employee benefits of Customor_ 13luc Archer, Inc. will be solely responsible for payment of any and all taxes and insurance, including workors compensation, for its ompioy6es who pefonn any Sorvicos pursuant to this Agreement. 3. Own(roalrip Rights a Version Upgrades. Customer will own all graphics, text and other client related content. Code for the content managomord systom, GT,13 is 4ha properly of Blue Archer, Inc. G f S coda, must remain tar Blue Archer, 1w. approved servers. Customeragrars riot to re -market or otherwise distributor content manager) ont systom (013), developed specilically for and use undur the to IRIS of this agroamont. Version upgrades arc not mandatory. Version upgreAs may be requifoff onto every Iwo years or to tiro most current version of GiS in order for Customer to receive product technical support Vorsion upgrades for current clients ere capped at a maximum of $1,000 for if singly: version upgrado. 4. Customer agnros during the term of this Agroomonl and for a period of ono (1) year after fill ten'nlnatlon, not to solicit, directly or indirectly (through individuals, subsidiaries, holding companion, parhlorships, subcontractors or any other financially iolatod firms), nor to tendon an offer for ornp(oyflont nor place on their payrolls any employee who Is or was, within ninety days prior to the tune of Such solicitation, offer or employment, or, Blue Archer, Ina`s payroll. In the evont Customer hires 01' contracts with a Blue Archer, Inc. employon In violation of the terms of this paragraph, the Customer agrocs to pity pica Archer, Inc,. as liquidated daarages, and not as a penalty, an amount equal to one half Of the onrpioyee's annual compensaition, inducting but not IimikeU to wages, bonusea antl fringe benefits. 'Ibis provision for liquidated domages shrill not limit esnodios against iho Customer for any other broach of this Afyaorncnt. (a) Customor will require, all agencies and/or subcontractors working on Customrer's premises with Bluo Anchor, Inn,. employees to execute a document indicating their Agreement to t'no terms of this paragraph. (b) he the event of a violation of this provision by a subcontractor or other third party err Customer s prenuses, Customor agreos riot to use file services of such individual(0) hired by such subcontractor or flue; party. - 6. Warranties. WasArcher, Inc_ warrants 11hat, In performing the 3ervicos: (a) The Sorvicos will reasonably conform to iho lose pllons set forth in the Proposal within nurty (SO) days of completion of the services and during the term of this Af7remmant. Customor shall exCa:ute a Certification of A<,mcptanoa providing, 2mong other things, that the Services furnished by 131uo Archer, Inc. hereunder aro in ,accordance with tyre Proposal antl acceptable to Customer. (b) Chun Archer; Inc. will U'ansforor assign to Customer any available and assitinabla product warranties of manufacturers and(or suppliers for any equipment or product purchased by Customer and furnished by plan Anchor, Inc, pursuant to this Agromrnonf. Blue Archer, Inc. makes no warranties concerning equipment or product supplied to Customor under this Agroor font, and ail product and oquiprnent furnished by Bien Arches, too. is on an "as is" basis. 'Fhe products Sold by BIue Archer, Inc. are subjoct to certain warranties that may be, offered by the respoc(ivo manufacturers of such items. As Blue Archer, lee,. is flat a manufaohuor, Blue Archer, Inc:, doos not offer any independent v✓arracr,as on ifams that are purchased from Bluo Archon, Inc. - IN NO EVENT SHALL Blue Achor, Inc. Bp.. 1, ABLE FOR ANY LOST PROFITS OR SALCS OF Cl1S1'OMBR, AND Blue Archer, Ines I..IABILITY UNDER ANY t'l 11 ORY OF LAW SHALL NOT EXCEED'I HE AMOUNTS RECEIVH) BY Biue Archer, Inc. FROM CUSTOMER PURSUANT" 10 THIS AORfiEMBN'L (r,) Nlabslte and hosting ponormance shall sustain por(onnanre levels equal to or greater than other cononorcial service providers at all limes during the^. Penn of this agreornont. 6. Liability, Glue Archor, Ines entire liability and Customer's exclusive remody for damages lion) any cause or source whalsoovor, including, but not limgod to, nonperfcrmanra or rnisrepresemtation, and rogardiess of the form of ruction, shall be Ilmited to a refund of the price paid by Customor for the spoufc products or services that caused the darnagos or doims that are the In I }L Page 6 oC 12 i subject matter of, or indirectly related to, the, causo of action. In no event will Blue Archer, Inc. be lable for damages caused by Customor's negligonco, or for any lost profts, lost savings or other Incidental or consequential damn{lee, even if Duo Archer, Inc, has been advised of the„ possibility of such damages, or for any claim against Customer by any other part'. (a) Websho and hosting puffamance shall sustain performance Ieveas equal to Orgfoifter than other ainiroorcial service providers at all times during the tone of this ary. moment_ Termination (a) Either party may btaninato this Agreement with 30 days of prior written notice to the othor. (b) Default. In the event all sums due pursuant to this AgioemcM are not paid as set forth herein, Blue Archer, Inn.., shall have option to terminate this Agreement upon 30 days prior vinhon notico to Client. to) Acts of insolvency. hither party shall have Inc, option to torminate this Agreemcil by written notice to IN', clear party and to regard the that pally as belrig In material dcfauit of into Agfoom<;n,, if Ina( party becomos insolvent, makos a g<piaral assignment for the: benefit of creditors, Was a volt III Petition for bankruptcy, suffers or permits the appointment of If receiver for Ifs business or assets, or becomes subject to any peicaoding under any bankruptcy or insolvency law, whether comesdc or for<lign, or has wound up its business or liquidated, voluntarily or otherwise. In tho evon( that any of the above events occors, the insolvent party shall immediately notify till) other party in wilting of such occurrenco. (d) Force Majoure; Susponsion and 7errninoticm. in the event that either party is unable to perform any of its obligations unclor this Agreement, or to enjoy any of its benefits bnoauso of (Or failure to perform the Services Is cousod by) natural disaster, actions or decrees of governmental bodies or comraunimition line failure, or any inability to perform which is not the failure of the affected party (hereinafter referred to as a "Force Majeuro P.vent"), the party who fins been so affected shall !rsnedlately give notice to tho other party and shall do ovorything possiblo to rosrnae f;eiformance.. UPme receipt of such notice, all obligations under this, A.grcomont shali ho Immediately susponded. If the period of non-podorniance exceeds thirty 130) days from the roeeipt of notice of the I once Malmo Event, Inc, party, whoso ability to perform hers not boon so affected may terrninate this Agiourm:nt, by giving written notion to (tic other party. (o) Rights and Obligations of full Parties on Tenninatlon. Upon lamination of this Agrearnent based on a material breach or default by Customor, Blue Archer, Inc. shall be endUn:d to retain payments I eceived to data of default or breach, as woll as retain (including a demand to Customor for return of) all data, manuals, materials, equipment and Offer items provided to Customer is part of the Sorvices under ihis Agreement, which have not boon filly paid for by Customer at the lima of Inrminrtion and, in addition, shall have all other legal rights and nimedlos available as a result of such biriach. Confidential and I'roprietrry Infomntion; Publicity: (a) Confidential and Proprietary Irifornialion. Customer acknowledgos and acpoos that any and all Information concerning Bluo Ardre, Inc. business disclosed in tiro oourso of perfoananco of the Services uad<:r thin Agreement is "confidential and "roprretary Information", and Customor agm:es that it will use Its best efforts flat permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (other than its Own arnployee, agent or fool Gl ontativo who must have such information for the pafornranco of services hereunder), Unless such duplication, use of disctosur t is specifically authorized in advance In willing by Blue, Archer, Inc. "Confidential and Proprietary Inforrnation" is not meant to include any informatbn which, Of the time of disclosure, is generally known by tho public or any competitors of Customer or Blue NOW, Inc.. (b) Publicity; Trademarks. Niselor party, shall use the namo(c), Nademark(s) or trodo naun r(s) (whether rogistored or not), of film other piny in publicity releases or advertising Or in ally other manner, inciudfng Client lists, without securing ilia ()flat written approval of the other party. 9, Indemnificallon. Tile parties understand that the wobsita that is the subject of this Allmon[ant will contain intellectual properly to be furnished by Customer (for example, but Without limitation, graphics, photographs and oortam text) and intellectual property, to be furnished by Man Archon (for example, but without limitation, layouts, designs and programming). It Is Ilia intention and understanding of the parties that each of them separately warrants that it lies the right 4o furnish, for the usos contemplated In this Agreement, the matodals, labor, motliods red inteliocaml properly in fact furnishod by such panty, I hus, Customer agrees, (o file extort pormitted by law, to indortnify and hold Blue Archer harmless against ail liability to third parties arising from or in connection with the violation of any third party's trido socans, proprietary information, Iradomarks, copyright, or patent rights caused by intellectual properly furnished by Customer for inclusion in the webato.. Blue Archer regrow to ln<iemnify and head Custorer harmless against ..11 liability to third patties arislag from or in connoction with the violation of any third pal ty's trade Initial _ �O Page 7 of 12 _ soarers, propriotmy information, trademarks, copyright, or patent rights caused by lalellectral properly (umishOd by Blue Archer in fuNhexance of this Agreomont. 10. Taxes. Customer shall be responsible for the: payment of any sales and use lazes imposrzd in connecton with or as a result of this Agreement. 11. Assignment. Blue Archer, Inc. may use qualified temporary help, subcontractors, or other consultant sfraff to assist in perforrnanrx; of its 010ra loom, under this Agreomont. V.. Applicable Law. This Agioernont shall be governed by the laws of the State of Colorado_ 13. Mieollancous. (a) Remedios. All romodics available to ether party for brooch of this Agwoment are curnulative, and may be oxcrcised concurrently or separately, and the exercise of any one remedy shall not be doomed an eloobon of such comedy to the exclusion of other remedies. (b) Notices, Any notices, requests, demands or other communications provfdod for by this Agreement shall be in writing and rondo by hand delivery In porson, or mailed through US Postal Service, or by overnight mall by a reliable overnight delivery and addressed according to the information supplied for both can Arche r, Inc., and Customer within the Client Acceptanco' section of this docmnent. (o) ;Naiver, No loam or provision hereof shall be doomed waived and no brriach excused atonal such waiver or consent shall be in writing and signed by the party Mainhod to have Waived or Botsented. ((I) Site of Services, if Blue Arch(s, foes services are performed al Custoanor's oPiees, Customer shall provide office, space and faculties to Bloc Archer, Inc.'s staff cCmnhensurota with that provided to its own employees to the extent necessary to perform the Services. (a) PAodificalinns. If the Customer naquests in writing any modification of the Services, 131ua Arch. i, Inc. may porform such services et its sole discretion, of Blue Anther, Inc, so performs, Customer agrees that Man Awhow, Inc. may expend the tlmo Blue Arc:hex, Inc. Lennie nnesonable and necessary to porform the modified Services and the, charges forsuch modlfiod Sorvioas shall be on a time and materials hosts at Blue Archer, Inr..'s howdy rains and charges then in effort uness otherwise ngrwd to in writing by the parties. (P) Prior Negotiations. This Agreement constitutes the entire understanding of the partlos and supersedes any, and all prior or contemporaneous representations or agmornonts, written or oral, by the partlos, rand cannot be changed or inodi8ed unless in writing signed by the parties. (y) Soverability. If any part of this Agreonrent is found to be In violation of any law or is found to bo otherwise unenforceable, this Agreement shall be construed and interpreted without raiorenco to such part. (11) Attorney's Fees. In the; overt that either party ronirnendns a proceeding to i"Onotfue or (letermine the rights and obligations of the parties pursuant to this Agreomont or a breach thereof, the provailing pally shall be entitled to recover from the other parry all roasonable attoiney's fees and expenses incurred in obhaining a declaration or onforcement of rights and obligations or determining a breach by the other party, under this Agreement. It) Billing Perriodicity and late fells. Projects are,, billed per payment schedule outlined within this SOUv. Terms of Paymont arc, Net 30 days with a 1 % late payment fee to be defined on invoices for all billing_ All payments not received within 30 days of Invoice elates are subject to late foes, duo apon the first day lore payment becomes delinquent unless other art rangemonL<<; are made, in writing and agro ed to by Customer and Blue Archer, Inc, Exceptions to this section include: hosting Invoices 1i;at are ganomtod according to a rnonthly plan. Monthly heating plans roquiro lirst and last month hosting fees upon initial invoice; invoice tents are due upon rvocipt. Prohibition Against Employing Illegal Aliens. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a Initial��,f%��� Page 8 of 12 Y,,T specific end product other than reports that are merely incidental to the performance of said work. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: As of the date of this Agreement: BE 1. Contractor does not knowingly employ or contract with an illegal alien; 2. 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 confirm the employment eligibility of all newly hired employees. b. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. C. 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 has been completed, whichever is earlier. The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued. d. Contractor is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. e. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: Initials"�j%' Page 9 of 12