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Home My WebLink AboutRFP - 7493 RISK MANAGEMENT SOFTWARE (3)RFP 7493 Risk Management Software Page 1 of 37 REQUEST FOR PROPOSAL 7493 RISK MANAGEMENT SOFTWARE The City of Fort Collins is requesting proposals from qualified firms to to provide Risk Management Software for a public entity environment. Proposals submission via email is preferred. Proposals shall be submitted n Microsoft Word or PDF format and e-mailed to: purchasing@fcgov.com. If electing to submit hard copy proposals instead, three (3) copies, will be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals will be received before 3:00 p.m. (our clock), April 3, 2013 and referenced as Proposal No. 7493. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins, 80522-0580. The City encourages all disadvantaged business enterprises to submit proposals in response to all requests for proposals and will not be discriminated against on the grounds of race, color, national origin for all proposals for negotiated agreements. Questions concerning the scope of the project should be directed to Project Manager, Lance Murray, Risk Manager at (970) 221-6807 or lmurray@fcgov.com. Questions regarding bid submittal or process should be directed to Pat Johnson, CPPB, at 970- 221-6775, or purchasing@fcgov.com. The deadline for submitting questions is 5:00 PM (our clock) on March 22, 2013. Submission of questions via email is preferred. A copy of the Proposal may be obtained as follows: 1. Download the Proposal/Bid from the BuySpeed Webpage, www.fcgov.com/eprocurement The City of Fort Collins is subject to public information laws, which permit access to most records and documents. Proprietary information in your response must be clearly identified and will be protected to the extent legally permissible. Proposals may not be marked ‘Proprietary’ in their entirety. Information considered proprietary is limited to material treated as confidential in the normal conduct of business, trade secrets, discount information, and individual product or service pricing. Summary price information may not be designated as proprietary as such information may be carried forward into other public documents. All provisions of any contract resulting from this request for proposal will be public information. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision- making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing RFP 7493 Risk Management Software Page 2 of 37 gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Sincerely, James B. O'Neill II, CPPO, FNIGP Director of Purchasing & Risk Management RFP 7493 Risk Management Software Page 3 of 37 REQUEST FOR PROPOSAL 7493 RISK MANAGEMENT SOFTWARE Table of Contents SECTION 1 - REQUEST FOR PROPOSAL .................................................................. 4 1. PURPOSE AND BACKGROUND .......................................................................... 4 2. SPECIFICATIONS ................................................................................................ 4 3. ANCILLARY SERVICES ....................................................................................... 4 4. CONTINUANCE OF SERVICE CONTRACT FOR A FIVE YEAR PERIOD .......... 4 5. SELECTION CRITERIA AND METHOD ............................................................... 5 SECTION 2 - PROPOSAL REQUIREMENTS ................................................................. 6 SECTION 3 - SPECIFICATIONS .................................................................................... 8 SECTION 4 – SAMPLE PROFESSIONAL SERVICES AGREEMENT ......................... 22 RFP 7493 Risk Management Software Page 4 of 37 SECTION 1 - REQUEST FOR PROPOSAL The City of Fort Collins invites your firm to submit a proposal for Risk Management Software as specified in Section II. 1. PURPOSE AND BACKGROUND The City's purpose is to select a qualified company to provide Risk Management Software to be used as a tool by the Risk Management office to administer a Risk Management System that will allow us to manage, occupational medical surveillance, safety and liability audits, fleet, equipment and property inventories, regulatory driver files and driver qualifications, dashboard and records reporting, and to track incidents, claims, injuries, near misses, auto property and general liability claims, and workers compensation claims. The City’s employee population varies by season from approximately 1,800 to 2,400 employees. We manage assets including over 300 insured properties, 870 vehicles and 350 pieces of equipment. 66 The City Risk Management office employs a Risk Manager, a DOT Coordinator to manage driver files, a Health and Safety Specialist to manage employee safety, a Risk Management Technician to manage claims both internally and through the City Third Party Administrator and one Administrative professional. The Risk Management office handles approximately 360 claims a year including workers compensation, general, auto, and property liability. 2. SPECIFICATIONS Proposals are to be submitted in strict compliance with the specifications identified in Section II. These specifications are to be considered key functions in providing desirable Risk Management Software. Any limitations or deviations from these specifications must be designated in the proposal; otherwise, companies proposing will be strictly held to the specifications. This Request for Proposals and your response will become an integral part of a final contract should your firm be selected. A failure to deliver services and fees quoted in your proposal may result in a mid-term cancellation of the Service Contract and removal of services. The information contained in the specifications is believed to be correct, but is not warranted. The responsibility for determining the full extent of the exposure and the verification of all information shall rest solely upon the providing company. The City of Fort Collins or its representatives will not be responsible for any errors or omissions, nor for the failure on the part of the providing company to determine the full extent of the exposures. 3. ANCILLARY SERVICES All Proposals must fully describe the nature of any ancillary services which your firm may offer. If independent firms are to be used, the name and address of the firms are to be shown. 4. CONTINUANCE OF SERVICE CONTRACT FOR A FIVE YEAR PERIOD RFP 7493 Risk Management Software Page 5 of 37 It is the intent of the City to continue the service contract for a minimum period of five years without competitive quotations. However, the City reserves the right to cancel or non-renew the contract at its discretion. 5. SELECTION CRITERIA AND METHOD A Review Team will rank the proposals based on the City of Fort Collins' procedures for the review of professional firms. The three highest ranked firms may then be invited to discuss their proposals and qualifications with the review team. Based on these interviews, a final ranking of the consultants will be made and contract negotiations will be initiated with the highest ranked firm. On-site tours may be requested. THE FOLLOWING POINT SYSTEM WILL BE USED: POINTS QUALIFICATION STANDARD 1 - 15 Adequacy of current Proposal in light of the Proposal requirements Meeting and understanding needs; administrative procedures 1 - 5 Qualifications to perform services References, management and staff assigned 1 - 5 Computer support and reports Data base availability reports initiated 1 - 5 Availability Customer service availability 1 - 20 Reasonable cost for proposed service Value of service provided based on functionality and cost. Total Points (50 points possible) Reference Evaluation (Top Ranked Firm) The Project Manager will check references using the following criteria. The evaluation rankings will be labeled Satisfactory/Unsatisfactory. QUALIFICATION STANDARD Overall Performance Would you hire this Professional again? Did they show the skills required by this project? Timetable Was the original Scope of Work completed within the specified time? Were interim deadlines met in a timely manner? Completeness Was the Professional responsive to client needs; did the Professional anticipate problems? Were problems solved quickly and effectively? Budget Was the original Scope of Work completed within the project budget? Job Knowledge a) If a study, did it meet the Scope of Work? b) If Professional administered a construction contract, was the project functional upon completion and did it operate properly? Were problems corrected quickly and effectively? RFP 7493 Risk Management Software Page 6 of 37 SECTION 2 - PROPOSAL REQUIREMENTS Please address the following questions, in the order they are asked, in your proposal. 1. QUALIFICATIONS A. Give a brief description of your firm including: 1. Names of principal owners, partners or officers. 2. Length of time the firm has been in business. 3. Number of offices and locations. 4. Offices and personnel that would service this account. 5. The availability of a toll-free number and/or e-mail address for the use of City personnel. B. Indicate the proposed number of personnel (including supervisory and management) who would be assigned to administer the City's program and give details regarding: 1. Position of each 2. Experience and education 3. Experience with public entities 4. Length of time with your firm 5. Applicable skills C. Would technical personnel be assigned to the City? D. Would an Account Executive be assigned to the City? E. Describe training programs offered to City personnel. F. In the past two years, what percentage of employee turnover has your firm experienced for the office that will be handling the City’s claims? G. Provide names, addresses, telephone numbers and length of service with at least three references for whom you have provided Risk Management software (preferably public agencies). H. Describe any additional special programs or areas of emphasis that you think would be beneficial in helping us to understand your level of expertise. 2. AVAILABILITY A. What hours are your service representatives available to take calls in response to questions or problems? 3. PRICING AND FEES Please quote (1) individual package components and (2) whole package including all components as detailed in Section 3. Other pricing methods may also be considered. RFP 7493 Risk Management Software Page 7 of 37 A. Indicate what services or type of charges that are not included in your standard fees. B. Since the term of the contract will be five years, renewable annually, give an indication of expected increase in rates and basis for increases or propose a guaranteed rate increase. RFP 7493 Risk Management Software Page 8 of 37 SECTION 3 - SPECIFICATIONS SPECIFICATION REQUIREMENTS COMPLIANCE Please read the description of each requirement and respond with the appropriate code and in the comment box tell us how your solution will meet or not meet the specified requirement. Please specify beside each objective the compliance level that you are reporting with one of the following choices:  1. Fully Compliant  2. Compliant with modifications  3. Compliant with comments  4. Non-Compliant Requirement Compliance Level Comments General Functions The System is web based and accessible over a standard internet connection. The System allows unlimited users to be maintained by a system administrator, without additional license fees. The System has unbundled modules, with other Risk Management modules that can be purchased separately. The System has function specific permission roles including user and administrator.  View Only / Edit/ Add/ Delete  Right and Group creation  Distribution requirements The System is capable of importing data from various data sources, including MS Office products and City of Fort Collins specific IT platforms. If a specific data import is to be processed periodically, there should not be an additional charge per import. The system is capable of exporting or importing data from various sources such as a Third Party Administrator (TPA) to eliminate dual entry into two different data systems. RFP 7493 Risk Management Software Page 9 of 37 The System can be linked to City of Fort Collins Personnel DB (J D Edwards) for employee and department look up. The System can be customized to accommodate City of Fort Collins specific needs and processes as part of the standard implementation. The System can be accessed through a smart phone / tablet application (iPhone, ipad, Android, etc.) for dashboards and facility audits. System should enhance user communication by providing a bulletin board feature that allows users to post comments, links, pictures, etc. Letters and Abstracts feature allows users to store MS Word documents (including letterhead) so that data from the claim record can be merged into the letter or document. This is often helpful with:  Claim Acknowledgement Letters  Demand Packages  Excess Carrier Notifications  Attorney Notifications The System interfaces with Microsoft Outlook so that emails (with attachments) can be seamlessly integrated into system and attached to a specific claim record without logging into system separately. In addition, System allows user to create Microsoft Outlook Appointments that are saved to the users Outlook Calendar. System has a simple and intuitive way for all users to communicate, post pictures, links, etc. This should be similar to a “bulletin board” commonly found on the internet. Each component must be searchable and have the ability to sort by each component. RFP 7493 Risk Management Software Page 10 of 37 Incident and Claim Module Functions The System is capable of reporting and recording all Worker’s Compensation information, including:  Complete Incident Information  What type of injury occurred  Description of Incident  Were Safeguards and Safety Equipment Provided and Used  Witness Information, including complete account and contact information  Date Incident was reported and to whom  If any fatalities occurred  Any medical treatment starting with the initial date of treatment  Complete record of the Medical Facility and treating Physician  Injured Employee Work Status  Ability to track lost time and modified duty days with reporting capability.  Keeping record of all contacts  Listing Initial Claim Classification and any comments or special instructions to the Adjuster  Attaching files, such as witness descriptions or photos of incident  Building a Risk Management worksheet to include information such as claim number, complete employee information, date of incident and date reported  Recording and reporting nature of injury, percentage of impairment and return to work date  Reporting the date of maximum medical improvement and NCCI Occupation Class Code  Tracking indemnity, medical and other expenses and recording them as Reserve, Paid or Outstanding  Recording settlement method and policy deductible  Reporting all compensation classifications RFP 7493 Risk Management Software Page 11 of 37  Defense Council name and contact information  Any trial date or mediation regarding claim  All settlement approvals, including the demand amount, requested amount and finally the authorized amount  Full details of settlements and settlement amounts  A system for dated and timed diary notes The System is capable of recording and reporting all Auto Liability claim information, including:  Party 1, Party 2, Party 3 information  Subrogation / Collections information  Complete insurance information  Complete business entity information, including all contacts  Accident state  Date and time of loss  Full description of injury occurred, including complete address of injury location  Weather and road conditions during time of injury  Date injury reported  Any police reports and case numbers recorded, including officer name and contact information  Where pedestrians involved  Was there property damage as a result of incident  Were there witnesses  Were there any passengers  Security video surveillance  Choice of vehicle sub type  Insured’s vehicle information, including, make and model, year and VIN  Insured’s license plate number and state of issuance  The color of the insured’s vehicle  Type of use for insured’s vehicle RFP 7493 Risk Management Software Page 12 of 37  Full description of damages to insured’s vehicle  Estimated amount of repairs for insured’s vehicle  Were repairs completed to insured’s vehicle  The location where the vehicle can be viewed  Is the insured driver at fault  Owner name and complete contact information for owner of insured vehicle  DOB for insured vehicle driver  Driver’s license number and state of issuance  Relationship to the insured  Complete listing of any citations issued  Injuries incurred by insured vehicle driver  Description of any injuries to insured vehicle driver  Was insured vehicle driver taken by emergency vehicle, including Airlift or Medivac  Medical Facility and physician’s name  Any hospital admissions for the insured vehicle driver as a result of incident  Name and contact information for any insured vehicle passenger(s) and their relationship to insured  Other vehicle(s) involved in incident including, insurance policy information, description of damage and estimated repair amount  Contact information for other driver(s) involved in the incident  Were passengers in the other vehicle(s) involved  Record any pedestrians involved in incident including, contact information and description of incident  Were any pedestrians involved in incident that required medical attention  What type of medical attention was required, including medical facility name RFP 7493 Risk Management Software Page 13 of 37 and treating physician  Record any witness contact information and statements involving incident  Attach any additional comments, pictures, witness accounts, etc.  Ability to upload documents and photographs to file The System is capable of recording and tracking Property Liability Insurance information including but not limited to:  Location of loss, including business entity, address and contact  Record date and time of loss  Type of loss, which can be selected from user’s pre-determined list  Type of building affected and its occupancy  Any witness accounts of loss  Description of loss including all damages  Track any and all expenses related to loss, damage and clean up, including salvage and decontamination expenses  Track and record any service interruption, ordinary payroll and loss of sales  Insurance information RFP 7493 Risk Management Software Page 14 of 37 Property Module Functions The System is capable of tracking in detail property demographic information including but not limited to:  Location Demographic Information  Location Status / As of Date  Inventory Data  Multiple Buildings per location  Importable data from various platforms The System is capable of tracking in detail building-specific information including but not limited to:  Property Demographic Information  Type of Ownership (with specific fields for each ownership type)  Occupancy Types with ability to add additional types  Construction information  Secondary Characteristic Information  Flood zone characterization  Ability to tie into valuation system (such as RS Means) as part of standard module  Fire Protection Information  Ability to track various Protection related contact information, with ability to add unlimited contacts by building  Improvement Grid that gives the ability to maintain historical listing of all improvements.  Exposure Information  Ownership Details – depending upon ownership, whether the building is leased to or by [Company].  Landlord information (either leased to or by [Company])  Property Values  Equipment Values  EDP Values  Underground Equipment  Insurance requirements / assignment based on ownership RFP 7493 Risk Management Software Page 15 of 37  Ability to link Insurance Requirements to a Certificate of Insurance tracking module for sub-leased or leased properties  Ability to store and update Property Condition Assessment information.  Ability to attach supporting documentation from MS Office documents and PDF System features state of the art security measures. RFP 7493 Risk Management Software Page 16 of 37 Facility Audit Module Functions System is customizable and capable of managing and storing facility audits, including but not limited to the following functionality:  Ability to easily add a new audit that tracks date, name of inspector(s)  Ability to easily return to previously recorded audit for edits  Ability to upload documents related to audit  Multiple focus areas that can be customized by the system administrator.  Module segments can be scored based on criteria of 0-2  Ability to embed photographs  Repeat Deficiencies will be tracked and scored based on focus area.  Deficiency Days Open will be maintained by the system  Recommended actions, Target Completion Date, Actual Completion Date and Additional Notes are managed within the system  Inspection Report, including embedded photographs can be automatically emailed and exported to MS Word or PDF once inspection is saved.  Corresponding smart phone and or tablet application that will interface with system and allow full inspections be conducted on a smart phone and or tablet RFP 7493 Risk Management Software Page 17 of 37 Fleet / Driver Module Functions System manages vehicles and allow them be searched by:  Location  Vehicle Type  Manufacturer  Model  Year  Unit Number  VIN  Purchase Price  Accessory Value  Total Value Vehicle values should be adjustable by specified % +/-annually. Vehicle Identification is managed within the System with specific information included by not limited to:  Vehicle Type  VIN  Manufacturer  Year  Model  DOT Permit  Gross Vehicle Weight  Company Vehicle ID  Unit Number  Active System stores Location and Contact information for all vehicles. RFP 7493 Risk Management Software Page 18 of 37 Vehicle Operators Data Module Function System has the ability to track individual drivers downloaded from existing City of Fort Collins employee data base. All driver records are maintained in the system, including:  Driver demographic contact information including SS#  Supervisor and Job information  Driving endorsements & restrictions  Training and testing records  Licensing information  Driver Qualification File documents: Application for employment, initial MVR, Road test form and certificate, Medical exam certificate, Bi-Annual MVRs including CDLIS MVRs, Annual review of driving record, Certificates of Violations, Previous Employer Safety Performance history results. If necessary; letter granting a waiver of physical disqualification.  DOT required Drug & Alcohol Testing Records including Pre-employment, Random, Reasonable Suspicion, Post Accident, Return to Duty, Follow-up  Accident register and copies of all accident reports.  Notes and Attachments  Documents can be uploaded to driver file  System must allow for removing outdated materials from the DQ file per DOT regulations. System allows weights and score driver infractions with Company specific points and Risk Classifications RFP 7493 Risk Management Software Page 19 of 37 Occupational Medical Surveillance Module (limited to administrator(s) use) System has the ability to track individual employees downloaded from JDE? Module tracks employee - Respirator Use  Respirator Make and Model  Respirator Medical Clearance  Respirator Fit Test Module tracks employee – Hearing Protection  Baseline Audiogram  Annual Audiogram  Hearing Shift Results  Work Area Noise Monitoring Module tracks employee vaccinations  Hepatitis Module provide administrator(s) notice of upcoming due dates. Module has ability to auto notify employees through MS Outlook of predetermined renewal dates, with cc to system administrator. Module red flags employees with past due or expired certifications RFP 7493 Risk Management Software Page 20 of 37 Dashboards, Reports and Search Functions System provides standard dashboards that allow user to drill down to individual record level. Dashboards can be assigned to user group by system administrator so that different groups access different dashboards Dashboard customization is part of standard implementation with access to various graphs and other widgets (thermometers, speedometers, etc.) All dashboards are able to be filtered by the user as needed. Reports can be easily exported to Excel, PDF or Word. Ad Hoc Report writer allows users to create reports that allow ANY on screen field to be used to output, filter or sort. Ad Hoc Report writer allows users to create and save a report for later retrieval. Standard, Custom and Ad Hoc Reports can be scheduled to be delivered to a person or group on a periodic basis. Reports can be delivered to user defined folders, or via email. Reports can burst as well. User defined Recipient Groups can be defined so that reports can be emailed directly from the report screen with a single click. Customized reports are created as part of the standard implementation. All standard reports are displayed along with filtered graphs so that the results can be viewed graphically. System provides a Financial Summary Report which provides claim financial summary information, as selected and grouped by user Customized Financial Pay Type Summary Report that gives a financial summary, showing claim count, Medical/BI, Indemnity/PD and Expense Payments as filtered and sorted by the user RFP 7493 Risk Management Software Page 21 of 37 Three Line Claim Detail Report that provides a detailed listing of claims and claim financials Transaction Detail Reporting provides claim transaction detail information, as selected and grouped by user Point in Time Detail Reporting provides detailed claim financial data at two points in time, as defined by the user Loss Stratification Reporting will summarize claim counts, percentages and financials within predefined ranges of incurred claim costs. Loss Limitation Reporting allows the user to enter loss limits for up to five date ranges, and then compares those limits to selected claims Receive summary of claims by the lag period between specified dates using a Lag Summary Report Provides Frequency Analysis Reporting which gives a view of the claim frequency and severity by Location. Please describe how the City of Fort Collins will be able to retain claim, asset and employee data/documents if and when the contract period ends: RFP 7493 Risk Management Software Page 22 of 37 SECTION 4 – SAMPLE PROFESSIONAL SERVICES AGREEMENT SOFTWARE LICENSE AGREEMENT This Software License Agreement (“Agreement”) is entered in to between THE CITY OF FORT COLLINS, COLORADO, a municipal corporation (“City”) and , hereinafter (“Company”), and shall be effective on the date signed by the City. 1. Definitions a. Software. The term “Software” shall mean the computer program in object code and source code and the user manuals described in the specifications set forth in Exhibit “A,” Statement of Work. The term “Software” includes any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to such computer program and user manuals. b. Certificate of Installation. The term “Certificate of Installation” shall mean a written notice, signed by Company and acknowledged by the City, certifying that the Software has been installed, that the Software substantially complies with the specifications set forth in Exhibit “A,” that the software has been fully configured and that the master records (“rules”) for the operation of the program have been established and that the training of City employees is complete. 2. License a. Grant of License. Company grants City, pursuant to the terms and conditions of this Agreement, a perpetual, nonexclusive, nontransferable license to use the Software. b. Authorized Equipment and Site. City shall use the Software on the computers used for City business. c. Restrictions on Use. City agrees to use the Software only for City’s business, including any collaborative services with other governmental entities, provided appropriate licensing fees have been paid to the Company. d. Copies. City may make archival copies of the Software’s computer program, provided that the copies shall include Company’s copyright and any other proprietary notices. e. Modifications, Reverse Engineering. City agrees that only Company shall have the right to alter, maintain, enhance or otherwise modify the Software. City shall not disassemble, decompile or reverse engineer the Software’s computer program. f. User Manuals. Company shall provide City with a minimum of three paper copies and one CD copy of the user manuals, and the manuals shall be updated with each new release of the Software and shall be updated no less than annually. RFP 7493 Risk Management Software Page 23 of 37 g. Personnel. Company personnel working with the City shall be acceptable to the City. 3. Delivery, Installation, Data Conversion, Testing and Acceptance. All activities related to the implementation of the Software shall proceed in accordance with Exhibit “B”, Implementation Schedule. Each activity listed in Exhibit B shall include both a start date and completion date. In addition, the Implementation Schedule shall incorporate the following specific activities. a. Delivery. Company shall deliver the Software to the City location(s) specified by the Information Services Director of the City within a mutually agreed time after the effective date of this Agreement. b. Installation. Company shall install the Software at the locations designated. City shall grant Company access to the location(s) and the computer system(s) for the period of time required for such installation. c. Data Conversion. Data conversion, data entry and verification of data shall be completed in accordance with the specifications of City as set forth in Exhibit “A.” d. Testing. City shall have thirty (30) days, commencing upon delivery of the Certificate of Installation, to test the Software for substantial compliance with the specifications set forth in Exhibit “A” (the “Testing Period). City shall provide notice to Company of any failure of the Software to comply with such specifications. Upon receipt of such notice, Company shall use its best efforts to remedy the failure and install a fix within five (5) days. If City provides such notice to Company, the Testing Period, at City’s option, may be extended for thirty (30) days after Company asserts to City that the problem has been fixed. e. Acceptance. Acceptance shall occur (i) upon City’s delivery of notice to Company that the Software substantially complies with the specifications set forth in Exhibit “A”, or (ii) if City does not provide notice of a failure of the Software after thirty (30) days from the close of the Testing Period, then after thirty (30) days after the close of the Testing Period, Acceptance shall be deemed to have occurred. 4. License Fee a. In General. In consideration for the license(s) granted by Company under this Agreement as set forth in Exhibit “C”, Pricing Quotation, City shall pay Company a fee, not to exceed $ . b. Payment Terms. Each installation of the License Fee shall be due and payable in accordance with the Payment Schedule, which is incorporated into Exhibit “B”, Implementation Schedule. All amounts are due thirty (30) days from receipt of invoice by City from Company. RFP 7493 Risk Management Software Page 24 of 37 5. Ownership a. Title. City and Company agree that Company owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements or updates to the Software. b. Transfers. Under no circumstances shall City sell, license, publish, display, distribute, assign or otherwise transfer to a third party the Software or any copy thereof, in whole or in part, without Company’s prior written consent, except in when City is using the Software to provide collaborative services with other governmental entities and the appropriate licensing fees have been paid to the Company for this usage. 6. Confidential Information Company agrees not to use City data except when specifically authorized by City, and to treat all City data as confidential. City agrees to maintain the confidentiality of proprietary information identified as such by Company to the extent allowed by law. 7. Warranty Company warrants to City that for a period of one year commencing upon Acceptance, the Software will substantially comply with the specifications set forth in Exhibit “A.” During this warranty period, Company shall also provide City the support and maintenance services set forth in the Software Maintenance Agreement appended hereto as Exhibit “D.” After expiration of the warranty period, Company shall provide support and maintenance for the Software pursuant to the terms of such Maintenance Agreement. 8. Indemnification Indemnity Company shall indemnify and hold harmless City from and against any claims, including reasonable legal fees and expenses, based upon infringement of any copyright or patent by the Software. City agrees to notify the Company of any such claim promptly in writing and to allow Company to control the proceedings. City agrees to cooperate fully with Company during such proceedings. Company shall defend and settle at its sole expense all proceedings arising out of the foregoing. In the event of such infringement, Company may replace, in whole or in part, the software with a substantially compatible and functionally equivalent computer program or modify the Software to avoid the infringement. 9. Insurance Company agrees to maintain workers’ compensation and employer’s liability insurance at the statutory limits. Company will also maintain a commercial general liability policy in the RFP 7493 Risk Management Software Page 25 of 37 amount of $500,000.00 per occurrence; $1,000,000.00 aggregate’ $1,000,000.00 products and completed operations aggregate 10. Source Code The uninterrupted availability of the Software is critical to City in the operation of its business. Company agrees to provide the source code to the Information Services Director of City. 11. Term and Termination a. Effective Date. This Agreement and the license granted hereunder shall take effect upon the date the City executes this Agreement. b. Termination. City shall have the right to terminate this Agreement upon giving thirty (30) days notice. c. Within thirty (30) days after termination of the license, City will return to Company, at Company’s expense, the Software and all copies thereof or delete or destroy all other copies of the Software and inform the Company that the Software has been returned or all copies deleted or destroyed, and its use discontinued. 12. Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises due to any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement. 13. Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences RFP 7493 Risk Management Software Page 26 of 37 legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Notices All notices under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: COMPANY: WITH A COPY TO: CITY: City of Fort Collins Attn: Purchasing P.O. Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing P.O. Box 580 Fort Collins, CO 80522 16. General Provisions. a. Complete Agreement. This Agreement, its attachments, the City’s Request for Proposal and the Company’s Response to the Request for Proposal are the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. b. Order of Precedence. In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to the later dated document. Unless otherwise agreed to by both parties, document precedence shall be as follows: (1) the Software License Agreement; (2) the Request for Proposal; (3) the Company’s response to the Request for Proposal. c. Amendment. This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties, except that address for notice may be changed as provided in section 13. d. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. e. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute, court decision or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. f. Survival. All provisions of this agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement. RFP 7493 Risk Management Software Page 27 of 37 g. Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of Colorado. Venue for any cause of action arising hereunder shall be in Larimer County, Colorado. h. Read and Understood. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. THE CITY OF FORT COLLINS, COLORADO By: __________________________________ James B. O’Neill II, CPPO, FNIGP Director of Purchasing and Risk Management Date: ________________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Assistant City Attorney [Insert Corporation's name] or [Insert Partnership name] or [Insert individual's name] Doing business as ____[insert name of business] By:_______________________________ __________________________________ PRINT NAME __________________________________ CORPORATE PRESIDENT OR VICE PRESIDENT Date:_____________________________ ATTEST: (Corporate Seal) _____________________________ CORPORATE SECRETARY RFP 7493 Risk Management Software Page 28 of 37 EXHIBIT “A” STATEMENT OF WORK RFP 7493 Risk Management Software Page 29 of 37 EXHIBIT “B” IMPLEMENTATION AND PAYMENT SCHEDULE RFP 7493 Risk Management Software Page 30 of 37 EXHIBIT “C” PRICING QUOTATION RFP 7493 Risk Management Software Page 31 of 37 EXHIBIT “D” SOFTWARE MAINTENANCE AGREEMENT RFP 7493 Risk Management Software Page 32 of 37 SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement (“Agreement”) is entered into between the CITY OF FORT COLLINS, COLORADO, a municipal corporation , hereinafter “City” and , hereinafter “Company”, and shall be effective on the date signed by the City. 1. Scope of Agreement. a. General. Company agrees to provide City standard maintenance, on-site support, and training services for the computer programs and user manuals listed below (collectively “Software”) and regular upgrades including enhancements and user manuals. b. Software. This agreement covers the software described in Exhibit “A” of the Software License Agreement between the City of Irving, Texas and Company dated . Company shall provide updates to the software as required in order that the software reflect current federal and state laws or requirements of the federal or state government or federal or state regulatory agencies. c. User Manuals. When this agreement refers to “User Manuals,” it shall include any user manuals which are designed for the software and any user manuals listed in Exhibit “A” and all manuals provided to users for the software listed above. At least three (3) user manuals shall be provided in paper format and one (1) in CD format. The user manuals shall be updated with each new release of the software and shall be update at least annually. 2. Term This Agreement shall be effective for one year from the effective date, and may be shall automatically renew for up to four additional one year periods unless sooner terminated as provided herein. Such renewals shall be subject to sufficient funds being appropriated annually by the Fort Collins City Council, which appropriations are in the Council’s sole discretion. 3. Standard Maintenance Services Scope of Services. During the term of this Agreement, Company will provide City the following Standard Maintenance Services for the Software: a. Corrections of substantial defects in the Software so that the Software will operate as described in the user manuals listed above, as modified by the City’s Specifications, set forth in Exhibit “A” of the Software License Agreement. b. Periodic updates of the Software that may incorporate (A) corrections of any substantial defects; (B) fixes of any bugs; (C) enhancements to the Software; and (D) upgrades to user manuals as sets out above. RFP 7493 Risk Management Software Page 33 of 37 c. Telephone support, including dial-up support, between the hours of 7:00 a.m. to 7:00 p.m. Central Time, Monday through Friday, excluding City of Fort Collins holidays, to assist City in using the Software. d. In the event of emergencies, or systems failures caused by Company’s software upgrades which occur outside of the designated support hours established by Section 3(c), telephone support, including dial-up support, twenty-four (24) hours per day, seven (7) days per week for the term of the Agreement. e. Maintenance at Company’s office of a test version, including a test database, for the most recent version of City’s Software. 4. On-Site Support Company, upon receipt of a written request from City, will provide City On-Site Support at a mutually agreed time. City agrees to pay Company’s costs associated with the provision of on-site support, including charges for (i) Company’s personnel; (ii) charges for travel, lodging and miscellaneous expenses (if personnel must travel more than 75 miles) in accordance with City guidelines for travel expenses; and (iii) applicable taxes. 5. Training Upon receipt of a written request from City, Company will provide Training at a mutually agreed time at the offices of City, unless City agrees to receive the Training elsewhere. City agrees to pay Company all costs associated with this Training in accordance with costs reflected in Exhibit “C”, Pricing Quotation, including (i) charges for Company’s personnel, which may include a surcharge for training conducted at City’s location; (ii) charges for travel, lodging and miscellaneous (if personnel must travel more than 75 miles) in accordance with City guidelines for travel expenses; and (iii) applicable taxes. 6. Maintenance Fee a. Warranty Period. Company will not charge City any Maintenance Fee for the Warranty Period, as defined in City’s Software License Agreement for the Software. b. Amount of Fee. City agrees to pay Company an annual Maintenance Fee, the amount set forth in Exhibit “C”, Pricing Quotation for Standard Maintenance Services provided by Company pursuant to this Agreement. The amount charged for these services shall not increase by more than five (5) percent from one year to the next, in the event of renewal. 7. Payment Terms City agrees to pay Company by thirty (30) days after receipt by City of invoices for agreed upon fees. 8. Obligations Of City RFP 7493 Risk Management Software Page 34 of 37 a. City Contact. City shall notify Company of City’s designated City Contact. To the maximum extent practicable, City’s communications with Company will be through the City Contact. b. Installation. City agrees to install all corrections of substantial defects, minor bug fixes and updates, including any enhancements, for the Software in accordance with the instructions and in order of receipt from Company. c. Facility and Personnel Access. City agrees to grant Company reasonable access to City’s facilities and personnel concerned with the operation of the Software to enable Company to provide services. d. No Modification of Software. City agrees not to modify, enhance or otherwise alter the Software, unless and only to the extent such modification, enhancement or other alteration is specifically authorized in the user manuals identified in this Agreement or through the consent of Company. e. Error Documentation. Upon detection of any error in the Software, City, as requested by Company, agrees to provide Company a listing of output and any other data, including databases and backup systems, that Company reasonably may request in order to reproduce operating conditions similar to those present when the error occurred. 9. Termination City shall have the right to terminate this Agreement at any time upon giving thirty (30) days notice to Company. Upon termination, City shall be entitled to a pro rata refund. Company shall have the right to terminate this Agreement and all services provided pursuant to this Agreement (i) upon termination of City’s Software License Agreement by either party for any reason; and (ii) if City violates any provision of this Agreement and City fails to cure such violation within fifteen (15) days after receipt of written notice from Company. 10. Indemnification Company shall indemnify and hold harmless City, its officers, agents and employees against and from any all actions, suits, claims, demands or liability of any character whatsoever arising out of, resulting from, or occurring in connection with the performance of any services hereunder. 11. Insurance Company agrees to maintain workers’ compensation and employer’s liability insurance at the statutory limits. Company will also maintain a commercial general liability policy in the amount of $500,000.00 per occurrence; $1,000,000.00 aggregate’ $1,000,000.00 products and completed operations aggregate 12. Source Code RFP 7493 Risk Management Software Page 35 of 37 The uninterrupted availability of the Software is critical to City in the operation of its business. Company agrees to provide the source code to the Information Services Director of City. 13. Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises due to any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement. 14. Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 15. Remedies In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Notices All notices under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: COMPANY: WITH A COPY TO: CITY: City of Fort Collins Attn: Purchasing P.O. Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing P.O. Box 580 Fort Collins, CO 80522 17. General Provisions. a. Complete Agreement. This Agreement, its attachments, the City’s Request for Proposal and the Company’s Response to the Request for Proposal are the complete and exclusive statement of the agreement between the parties, which supersedes and RFP 7493 Risk Management Software Page 36 of 37 merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. b. Order of Precedence. In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to the later dated document. Unless otherwise agreed to by both parties, document precedence shall be as follows: (1) the Software License Agreement; (2) the Request for Proposal; (3) the Company’s response to the Request for Proposal. c. Amendment. This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties, except that address for notice may be changed as provided in section 13. d. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. e. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute, court decision or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. f. Survival. All provisions of this agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement. g. Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of Colorado. Venue for any cause of action arising hereunder shall be in Larimer County, Colorado. h. Read and Understood. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. RFP 7493 Risk Management Software Page 37 of 37 THE CITY OF FORT COLLINS, COLORADO By: __________________________________ James B. O’Neill II, CPPO, FNIGP Director of Purchasing and Risk Management Date: ________________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Assistant City Attorney [Insert Corporation's name] or [Insert Partnership name] or [Insert individual's name] Doing business as ____[insert name of business] By:_______________________________ __________________________________ PRINT NAME __________________________________ CORPORATE PRESIDENT OR VICE PRESIDENT Date:_____________________________ ATTEST: (Corporate Seal) _____________________________ CORPORATE SECRETARY