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HomeMy WebLinkAboutLINKO DATA SYSTEMS INC - CONTRACT - AGREEMENT MISC - HOSTED LINKO CSALinko Data Systems, Inc. Customer Service Agreement for City of Fort Collins Hosted Linko Online Software August 22, 2014 Linko Data Systems, Inc. 4251 Kipling St. Suite 410 Wheat Ridge, CO 80033 303-275-9968 www.LinkoDataSystems.com DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED Linko Data Systems, Inc. Customer Service Agreement Table of Contents Linko Data Systems, Inc. - Customer Service Agreement Page 2 of 16 Agreement ................................................................................................................... 3 Schedule A - Description of Services ............................................................................. 8 Schedule B - Price Schedule, Payment Terms and Optional Services ........................ 10 Schedule C - Initial Configuration and Purchase Price ................................................ Schedule D – Project Schedule ………………………………………………………….…… 11 13 Schedule E - Technical Support Services ...................................................................... 15 Schedule F - Service Level Agreement .......................................................................... 16 DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED Linko Data Systems, Inc. Linko-Online Customer Service Agreement Linko Data Systems, Inc. - Customer Service Agreement Page 3 of 16 This Customer Service Agreement ("Agreement") is hereby entered into between Linko Data Systems, Inc., a Colorado corporation with offices at 4251 Kipling St. #220, Wheat Ridge, CO 80033 ("Linko") and authorized to do business in Colorado and the City of Fort Collins with offices at 3036 Environmental Drive, Fort Collins, CO 80525 ("Customer"). Linko provides “Hosted Linko”, its online data-management service for Industrial Pretreatment and Fats, Oils and Grease ("FOG") data management (“the Service”) to the Customer subject to the terms and conditions set out below. By using the Service, Customer agrees to abide by the terms of this Agreement. 1. Services and Payment. Linko hereby agrees to provide the Service as outlined in Schedule A and Customer agrees to pay the Subscription Fee (the “Fee”), as outlined in Schedule C. The parties can agree from time to time to vary the Service offered or the Fee, provided that such agreement is in writing. In addition, Linko will provide Technical Support Services (“Support”) as outlined in Schedule D, and Implementation and Training Services as outlined in Schedule B. 2. License. Linko grants Customer a non-exclusive, non- transferable, limited license (1) to access and use the Service and Linko Data (“Linko Data”) and (2) to post Customer’s data (“Customer’s Data”) to the Service, and (3) to use the Linko Data solely with respect to Customer’s Industrial Pretreatment and/or FOG Reduction Program, as outlined in Schedule A. Customer’s Data shall include all information provided through configuration of the Service, entered by any Registered User, or by any party authorized by Customer to submit Customer’s Data to the Service. 3. Registered Users. Customer’s license to the Service entitles Customer to designate a limited number of Registered Users (“Users”) to access the Service as listed in Schedule C. Each User shall be assigned a Login Identification, which will include a username and password. All Users of the Service are subject to all the terms and conditions of this Agreement. Customer is responsible for all access to the Service and use of the Linko Data and Customer’s Data by Customer's personnel or designated Users, whether or not Customer has knowledge of or authorizes such use. Customer shall assign to the Users one of the permissions levels as outlined in Schedule C. Customer is responsible for ensuring that all relevant contact information of the Users (such as legal names, email addresses, telephone numbers, etc.) is correctly set-up in the Service. Linko shall have the right at all times to ensure that the number and identity of Users is limited to those specified in Schedule C. It is not permissible to share Login Identifications between individuals or transfer Login Identifications to other parties without prior written permission of Linko . 4. Customer’s Internal Policies. Linko is not responsible for compliance with Customer’s internal policies, regardless of whether it has notice of them. 5. Term. This term of this Agreement is detailed in Schedule C. 6. Intellectual Property. Linko, the Linko logo and other Linko logos and product and service names are trademarks of Linko (the “Linko Marks”), whether or Linko Data Systems, Inc. Customer Service Agreement Linko Data Systems, Inc. - Customer Service Agreement Page 4 of 16 Customer. Customer agrees that it will not attempt to access, download, copy or otherwise use any information provided by the Service that Customer is not authorized to access, and Customer agrees to ensure that each individual User authorized by Customer does not do so or attempt to do so. If, however, Customer or any User authorized by Customer does access, receive or otherwise obtain any such unauthorized information, then Customer agrees to treat such information as strictly confidential and promptly notify Linko and not to download, copy, transmit or otherwise use any of such unauthorized information, except as may be expressly authorized by Linko . 8. Privacy. Linko will at all times comply with the current Privacy Policy as posted on its website www.LinkoDataSystems.com. 9. Security. Linko will maintain the Service at a reputable third party Internet service provider and hosting facility, where commercially reasonable security precautions are taken to prevent unauthorized access to the Service. Customer acknowledges that, notwithstanding such security precautions, use of, or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Service and Customer’s Data. ACCORDINGLY, Linko CANNOT AND DOES NOT GUARANTY THE PRIVACY, SECURITY, OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. 10. Rights in Customer’s Data. All property rights in the Customer’s Data that is provided by Customer, or by any party authorized by Customer to submit data to the Service, including without limitation copyrights, are and shall continue to be the exclusive property of Customer. Customer acknowledges and agrees that Linko may disclose Customer’s Data if required to do so by law or with prior written consent of the Customer. Linko may provide statistical information, using Customer’s data, to third parties, but such information will not include personally identifying information. Linko may access Customer’s Data to respond to service or technical problems with the Service. Linko shall retain Customer’s Data for a period of thirty (30) days after expiration or termination of this Agreement. Customer may request that Linko conduct a mass export of Customer’s Data, and Linko agrees to provide such services at its then current rates on a time and materials basis. After thirty (30 days) unless prohibited by State’s Public Records Law, Linko may delete and destroy all Customer’s Data without notice or further liability to the Customer. Linko reserves the right to establish (and notify the Customer of) a maximum amount of memory or other computer storage and a maximum amount of Customer’s Data that Customer may post, store, or transmit on or through the Service. Linko Data Systems, Inc. Customer Service Agreement Linko Data Systems, Inc. - Customer Service Agreement Page 5 of 16 Linko is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Customer further acknowledges and agrees that Linko shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. 13. Warranty. Linko warrants that: (I) It has the power, authority and capacity, and has received all necessary authorizations and approvals, to enter into this Agreement, (II) it owns or has all rights in and to the intellectual property rights in the Service necessary to grant the licenses granted in this Agreement, (III) the use of the Service in accordance with the terms of this Agreement does not , and will not infringe on the intellectual property rights of a third party, (IV) the Service will conform to the written descriptions that have been provided to the Customer as are set out in the Schedules to this Agreement and that are found at www.LinkoDataSystems.com at the date of this Agreement, (V) Linko will take all reasonable steps to ensure the Service will be free of viruses, malicious codes and spy-ware throughout the term of this Agreement, (VI) Linko will undertake all reasonable efforts to correct any material errors in the service. 14. Disclaimer and Limitation of Liability. EXCEPT AS PROVIDED IN THE WARRANTY ABOVE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT: CUSTOMER’S USE OF THE SERVICE IS AT CUSTOMER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS SUBJECT TO TERMS OUTLINED IN SCHEDULE 'E'. LINKO MAKES NO REPRESENTATION OR WARRANTY THAT (I) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE PERFORMANCE OF THE INTERNET WILL BE UNINTERRUPTED OR PERFORM AT SPECIFIED RATES, (V) CUSTOMER’S INTERNET SERVICE PROVIDER WILL PROVIDE UNINTERRUPTED SERVICE OR PERFORM AT SPECIFIED RATES, AND (VI) CUSTOMER’S EMAIL SERVICE WILL PERFORM AS WARRANTED. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT LINKO SHALL NOT BE LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, Linko Data Systems, Inc. Customer Service Agreement Linko Data Systems, Inc. - Customer Service Agreement Page 6 of 16 15. After Sales Service – Any after sales services as outlined in Schedule B will be performed as a condition of this contract. If after sales services are performed on-site at the Customer’s place of business, due to staff availability, these services may be performed by professional staff employed by a third-party firm contracted by Linko. 16. Termination for Breach: Upon the occurrence of any of the following events: (i) the other party materially breaches or defaults in any of the material terms or conditions of this Agreement, (ii) the other party makes any assignment for the benefit of creditors, is insolvent or unable to pay its debts as they mature in the ordinary course of business, or (iii) any proceedings are instituted by or against the other party in bankruptcy or under any insolvency laws or for reorganization, receivership or dissolution, then the non-defaulting party may give the other party written notice of such default and an opportunity to cure the default within thirty (30) days after receipt of such notice, failing which the non-defaulting party may cancel this Agreement without immediate notice. 17. Effect of Termination: Notwithstanding the foregoing, upon termination Linko shall provide reasonable assistance to Customer in the migration of its Customer’s Data as reasonably requested by Customer. Customer agrees to pay within 45 days for all such services rendered to Customer. Data migration fees shall not be assessed if Linko is the party in breach. Customer shall pay Linko all other accrued and unpaid fees concurrently with giving notice of termination. 18. Publicity. Linko may use Customer’s name as part of a general list of customers and may refer to Customer as a user of the Service in general advertising and marketing materials. Each party shall obtain the other’s permission prior to using the other party’s name for any other marketing or promotional purposes. The parties agree that any press release or other public comments issued by either party relating to this agreement will be prepared jointly between Linko and the Customer. 19. Force Majeure. Neither party is liable for any delay, interruption or failure in the performance of its obligations if caused by acts of God, war (declared or undeclared), fire, flood, storm, slide, earthquake, power failure, inability to obtain equipment, supplies or other facilities not caused by a failure to pay, labor disputes, or other similar event beyond the control of the party affected which may prevent or delay such performance. If any such act or event occurs or is likely to occur, the party affected shall promptly notify the other, giving particulars of the event. The party so affected shall use reasonable efforts to eliminate or remedy the event. 20. Notices. All notices required to be given to Linko or Customer shall be transmitted as set out in Schedule B, Section 10. 21. Counterparts/Facsimile. This agreement may be executed in two counterparts, each of which will be Linko Data Systems, Inc. Customer Service Agreement Linko Data Systems, Inc. - Customer Service Agreement Page 7 of 16 The signing officer of Customer who executes this Agreement acknowledges that he/she has read the entire Agreement, that he/she understands it and that Customer agrees to be bound by its terms and conditions. Accepted By: Gerry Paul Director of Purchasing and Risk Management Signed: (Authorized signing officer) Date:_____________________________ An authorized signing officer of Linko grants this Agreement only on its signed acceptance. No one is authorized to change, alter or amend the terms or conditions of this Agreement unless agreed to in writing by an officer of Linko . Accepted By: Michael Connolly President Signed: (Authorized signing officer) Date:_____________________________ DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED 9/8/2014 9/8/2014 Schedule A LinkoWEB Service Description Linko Data Systems, Inc. - Customer Service Agreement Page 8 of 16 Hosted-LinkoTM – Pretreatment and FOG Software 1. Overview Hosted-Linko is Linko software in the cloud that is available over the internet. Your Linko software is provided as a service and is hosted on your own virtual server in Denver, CO. You access the Linko Software using the built-in Remote Desktop Connection software on your Windows machine. After entering your username and password you are presented with your own personal desktop where the Linko software is installed along with MS Word and MS Excel. You use the software as though it is installed on your local machine. You can create reports and mail merge letters and save those files to your remote machine or local machine. You can even print them to the local printer installed at your office. We built Hosted-Linko specifically for Linko Software. That means we built it with performance and speed in mind. Our tests show the software runs faster than it would on most office networks. That’s due in part to the fast 2 Gigabit connections between the software and the database as well as the top of the line hardware and software it runs on. It’s also fast because it doesn’t transfer large amounts of data over the internet. Remote Desktop Connections transfer only screen images and keyboard and mouse information over the internet but the users’ experience is just like working on your local PC’s desktop. Since Hosted-Linko is in the cloud that means you have the ability to access it from practically anywhere, including your office, home or even a hotel or coffee shop. And since it’s hosted at a commercial hosting company, we do all the maintenance on the server and the software. When new upgrades or patches are available, we’ll install them for you without needing assistance or approval from your IT group. This allows us to serve you better and resolve issues with the Linko software quicker. Hosted-Linko takes care of all the hardware and software maintenance and we backup your data automatically. You don’t have to install software, purchase servers, apply updates or patches or rely on your IT group for help. With Hosted-Linko our friendly, knowledgeable, expert staff can provide you with end-to-end support of your Linko Software. 2. What’s included? 1. Your own dedicated virtual server with Linko software installed as well as MS Word and Excel 2. Password protected secure and encrypted access to that server using Remote Desktop services 3. Individual, personalized desktops for each user of the Linko software 4. Access to your local drives for transferring files between your Remote and your Local machine 5. Access to your local printers for printing reports, letters, spreadsheets or other documents 6. Automated backups of your data and software 7. Improved software speed inherent to our Linko software hosting infrastructure 8. Instant access to new Linko software upgrades and patches, installed by Linko experts 9. A fully redundant, enterprise class network, commercial hosting facility 10. Same great support our customers have come to expect from Linko Data Systems DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED Schedule A LinkoWEB Service Description Linko Data Systems, Inc. - Customer Service Agreement Page 9 of 16 Hosting Facility Hosted-Linko is located at a commercial hosting company in Denver, CO on a fully managed virtual server that features a fully redundant, enterprise class network, end to end: • Redundant Juniper routers and Cisco 6500 series switches • Direct connections to tw telecom, Level(3), Internap, Comcast, RMIX • Local peering in Denver to: Level(3) x2, tw telecom, Qwest, UUNET/Verizon Business, Savvis, XO, Global Crossing, Comast • Backup battery – 375KVA UPS and Diesel Generators • Redundant power supply off separate stations on opposite ends of the building • Find out more at: http://handynetworks.com/our-infrastructure.cfm DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED Schedule B Price Schedule, Payment Terms and Optional Services Linko Data Systems, Inc. - Customer Service Agreement Page 10 of 16 1. Training Services. When requested by Customer, Linko will provide a quotation for Training Services and when said quotation is approved by Customer, Linko will perform Training Services. 2. Additional Training Services – Existing Users. Linko is available to provide specific training to existing Users of the Service at the request of the Customer. Such services will be charged for at the current Linko Training Services rates. 3. Additional Training Services – New Users. If new Users are added to the Subscription, they will require to be trained. Linko is available to provide training to new Users of the Service and such training will be provided at the current Linko Training Services rates. 4. Consulting Services. Linko is available to provide data migration services, data cleanup services, infrastructure consulting services; and software application customization services. Linko will provide estimates and quotation for Consulting Services. 5. Delivery Schedule. Linko will deliver the Service within 60 days of receiving a properly executed purchase order. 6. Late Fees. If any payment due under this Agreement is more than 45 days overdue, Linko may charge interest at the rate of 1% per month. 7. Modifications. Linko may from time to time modify or enhance the Service. Linko will endeavour to give Customer notice of this. Unless explicitly stated otherwise, any new features that augment or enhance the Service are subject to the terms of this Agreement. Linko is not responsible for the installation, configuration or maintenance of the Customer’s LAN or WAN or software associated with such networks, or any third party network or connection such as provided by Customer’s internet service provider required in order to access and use the Service. Linko reserves the right to interrupt access to the service from time to time for regular maintenance, and will endeavour to give Customer notice of such scheduled maintenance. Linko may amend its fees for any renewal term on 60 days notice to Customer given prior to the expiration of the current term. 8. Notices. Notices sent to either Party shall be effective when delivered in person or transmitted by fax machine, one (1) day after being sent by overnight courier, or three (3) days after being sent by first class mail postage prepaid return receipt to the Official Contact designated below. A facsimile of this Agreement and notices generated in good form by a fax machine (as well as a photocopy thereof) shall be treated as "original" documents admissible into evidence unless a document's authenticity is genuinely placed in question. Linko Official Contact Customer Official Contact Michael Connolly, President Ron Russell, Technical Services Manager Fax: 303-275-9949 Fax: 970-221-6970 Linko Data Systems, Inc. 4251 Kipling St. Suite 220 Wheat Ridge, CO 80033 City of Fort Collins Water Reclamation and Biosolids Division 3036 Environmental Drive Fort Collins, CO 80525-1203 . DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED Schedule C Initial Configuration and Purchase Price Linko Data Systems, Inc. - Customer Service Agreement Page 11 of 16 1. Effective Date and Term. This Agreement comes into effect on September 1, 2014 or the date stated on the first invoice if later, and shall be considered the date the Service is available to the Customer. The Agreement continues for one (1) year, and thereafter renews for four (4) successive one (1) year periods unless either party gives the other party 30 days written notice of its intent not to renew this Agreement prior to the expiration of the then current term. 2. Configuration Purchased. Quotation below agreement describes software purchased and purchase price. 3. Services Purchased. Quotation below agreement describes Professional Services purchased and purchase price. Software products (One time cost) LinkoCTS, Sampling Assistant and LinkoPipe modules; Includes one (1) concurrent license $21,485 Implementation Services (One time cost) 1. Host a business process review call 2. Configure System Administration elements 3. Create four (4) NOV documents a. Sample violation NOV b. pH violation NOV c. Inspection violation document d. Grease violation NOV 4. Configure LinkoCTS to support specific workflow 5. Work with internal lab to produce EDDs meeting LinkoPipe file specifications 6. Configure and test LinkoPipe data import 7. Configure and test Sampling Assistant module $2,960 Data Migration (One time cost) Migrate data from current Paradox database to LinkoCTS. Includes: - Industry name, address and contact info - Monitoring point - Limits - Samples and Results $4,440 Training Services (One time cost) Remote training sessions for the following subjects; • LinkoCTS functionality to include Industry management, scheduling events, managing parameters and using compliance assistant • Using Sampling Assistant to schedule Authority Sample events and generate C-O-C forms • Importing data with LinkoPipe $2,220 Annual Support Club Linko annual support and maintenance includes access to our Tech Support group and all software updates. Option for one (1) annual renewal term at same rate. $4,365 Schedule C Initial Configuration and Purchase Price Linko Data Systems, Inc. - Customer Service Agreement Page 12 of 16 - Access to local drives for transferring files between Remote and Local machine or printer - Access to the Linko software from any location with broadband internet - Automated backups of data and software - Upgrades and patches installed by Linko experts - A fully redundant, enterprise class network, commercial hosting facility Option for one (1) annual renewal term at same rate. Total $38,110 DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED Schedule D Project Schedule Linko Data Systems, Inc. - Customer Service Agreement Page 13 of 16 Task Responsible Party Time to complete task Due Date 1. Kick-off call is held. Includes: - Confirmation of project contacts. • Linko staff • City of Ft. Collins Pretreatment Staff • Laboratory • IT Department - Document and data requests - Preliminary project schedule is developed. Linko and Client 1 hour One week after PO is received 2. Client emails/uploads data to be migrated into the Linko software. - Existing Paradox database Client One week End of week 2 3. Client emails requested documents, COCs, NOV letters, and other documents required. Client One week End of Week 2 4. Software is installed on the remote server Linko 1 week End of Week 2 5. Linko works with client to test the RDP connection to the Linko software Linko and Client One hour End of Week 2 6. Linko invoices for software, support and hosted fees Linko - End of week 2 7. Linko migrates client’s legacy data into the Linko software Linko Two weeks End of Week 4 8. Linko invoices for data migration services. Software is now live and available for usage Linko - End of week 4 9. Linko works with pretreatment staff to configure Sampling Assistant module and create up to two (2) COC templates. Schedule D Project Schedule Linko Data Systems, Inc. - Customer Service Agreement Page 14 of 16 Administration training 13. Linko creates and delivers the four (4) NOV documents listed in section 4 of this proposal. Linko Two weeks Week 8 14. Client schedules and completes Monitoring Compliance training Client 2 hours Week 6 15. Client schedules and completes Sampling Assistant training Client 2 hours Week 7 16. Client schedules and completes LinkoPipe data import training Client 2 hours Week 8 17. Client provides project acceptance via phone call and documentation. Linko and Client One hour End of Week 11 18. Linko invoices for remote training and implementation services. Linko - End of Week 12 Project is complete. DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED Schedule E Technical Support Services Linko Data Systems, Inc. - Customer Service Agreement Page 15 of 16 1. Technical Support Services. Linko shall provide Technical Support Services as described below: a) Application Support - Assist Customer's Authorized Users* with "How-To" questions with regards to implementation. Assist Customer in interpreting error messages and determine if Software is performing the functions the Customer wants to perform. b) Software Trouble-Shooting - Work with client when contacted by Customer to identify and validate Software Problem to determine if there is a user error or a software error. Track the problem down to workstation configuration, network configuration, operating system, hardware problems, etc. c) Software Problems - Corrections of substantial defects ("bugs") in the Software so that the Software will operate as described in Schedule or how the software should generally function. d) Version Updates - Periodic updates of the Software that incorporate one or more of the following: (A) corrections of any substantial defects; (B) fixes of any bugs; (C) enhancements to the Software; (D) version upgrades to the software and (D) upgrades to user manuals as sets out above. e) Customer Care Web-Site - Customers will be granted access to the password protected "Customer Care" section of the Linko web-site. The Customer Care web pages provide software maintenance functions such as FAQ, bug reporting forms, Improvements Suggestions, and new User Request forms. f) Toll-free telephone support (877-546-5699), including internet-based support, between the hours of 8:00 a.m. to 5:00 p.m. Mountain Time, Monday through Friday, excluding nationally celebrated holidays, to assist Customer in using the Software. Email support requests should be sent to technicalsupport@linkodatasystems.com. g) Web-based Desktop Sharing Debugging - With Customer's permission and access through Customer's firewall, Linko will provide Desktop Sharing Debugging to facilitate clarification of Customer problems. This Technical Support service will also utilize the Linko toll-free phone support number so that Linko Technical Support Personnel and Customer Users can talk while sharing the Desktop. * - Authorized users are those who have received appropriate training in the use of the Service by Linko personnel or a User with equivalent experience. 4. Customer Technical and Administrative Liaison Contact (name of responsible person at the Client): Ron Russell; Technical Serices Manager 5. LinkoTechnical and Administrative Contacts: Technical Support: 877-546-5699 Option #2 Email: support@linkodatasystems.com Administrative: 877-546-5699 (voice) 303-275-9949 (fax) Contact: Michael Connolly -or- Chris Weinandt DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED Schedule F Service Level Agreement Linko Data Systems, Inc. - Customer Service Agreement Page 16 of 16 Service Level Description Service Level Target Performance Measurement Performance Credit Comments / Assumptions System Availability Hosted-Linko website active, functional and accessible during Hosted-Linko business hours. Hosted-Linko Business Hours: 2am - 10pm MST Mon-Fri If a user cannot access Hosted-Linko website, it will be considered an "Outage" event. There are two types of outages: "Major" outage is when the Hosted-Linko site is inaccessible for more than 4 hours; and a "Repeated" outage when the system is inaccessible for less than 4 hours but more than 6 events per day. No Major or Repeated outages of the Hosted-Linko website. Credit of 1 days at the prorated daily rate of the Hosted-Linko annual service fee per day when either type of outage occurs. See note (1) below. Startup period of 90 days after start date of term (Schedule C, Item 1) during which the performance credit will be waived. Customer users will verify internet access, see Note (2) below. Technical Support Users email Hosted-Linko technical support for help with problems or questions about the Hosted-Linko software. Live Technical Support Hours: 8am - 5pm MST Mon - Fri Linko's automated email system immediately acknowledges the request with an email to the customer. Live Linko technical support will respond to the Customer's designated technical support liaison within 24 hours from the time of the request. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY PRO- LOC $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY TORY LIMITS ER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD LINKO-1 OP ID: LR 09/08/2014 Phone: 303-799-0110 Laura Sharpe Cherry Creek Ins. Agency, Inc. Suite 500 5660 Greenwood Plaza Blvd. Greenwood Village, CO 80111 Cherry Creek Insurance Agcy Fax: 303-799-0156 720-330-7913 303-799-0156 LauraS@thinkccig.com Travelers Group 24775 Linko Data Systems Inc 4251 Kipling #220 Wheat Ridge, CO 80033 1,000,000 A X X ZPP15S52865 09/01/2014 09/01/2015 300,000 X 10,000 1,000,000 2,000,000 2,000,000 X 1,000,000 A X BA0F3306963 09/01/2014 09/01/2015 X X X X 1,000,000 A ZPP15S52865 09/01/2014 09/14/2015 1,000,000 X 10,000 X A UB0F307185 09/01/2014 09/14/2015 1,000,000 1,000,000 1,000,000 A Professional Liab ZPL71M12989 09/01/2014 09/01/2015 Prof Liab 1,000,000 As is required included by as written Additional contract Insured or for written ongoing agreement, operations the under Certificate General Holder Liability and Automobile Liability. The City of Fort Collins 3036 Environmental Drive Fort Collins, CO 80525 DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED Customer liaison observes a live response time greater than 24 hours, they will report the exceedance to Linko via fax or phone. Credit of 1 day at prorated daily rate of the Hosted-Linko annual service fee each exceedance reported by Customer and confirmed by Linko. See note (1) below. Any and all users can use the Linko Technical support, but the customer liaison will manage users contacting Linko Technical Support to ensure efficient communications with Linko. Customer Data Backups Linko's hosting contractor utilizes RAID techniques; daily incremental tape backups and full weekly backups to ensure data integrity and full disaster recovery. Hosted-Linko will be back up and running within 1 business day of a crash with full customer data restoration. Time elapsed between disaster event and Hosted-Linko accessible again. Credit of 1 day of the prorated daily rate of the Hosted-Linko annual service fee each disaster recovery exceedance reported by Customer and confirmed by Linko. See note (1) below. Customer will call the Linko toll-free number for urgent technical support. System Admin Customer Liaison emails Hosted-Linko Technical Support to request adding or modifying users (login credentials) in the Hosted-Linko service. The user login accounts will be made active within 1 business day of the request. User is added or modified within one day of Customer Request. Credit of 1 day of the prorated daily rate of the Hosted-Linko annual service fee each System Admin exceedance reported by Customer and confirmed by Linko. See note (1) below. Linko intends to provide functionality for Customer system administrators to administer users in their domain. Notes: (1) Performance Credit for System Availability - For example, if the annual Hosted-Linko fee is $10,000, the prorated daily fee would be $10,000 / 200 business days per year = $50 / day. The prorated daily service fee would be $ 50. (2) Prior to reporting any System Availability outages, customer users will confirm internet access by trying to access to public websites such as www.google.com and www.whois.co DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED Linko and Client Two weeks End of Week 6 10. Linko works with in-house lab to receive and test EDD file for import into Linko software Linko and Lab Two weeks End of Week 7 11. Client schedules and completes the Introduction to LinkoCTS training Client 2 hours Week 4 12. Client schedules and completes System Client 2 hours Week 5 DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED Annual Hosting Hosting service for three (3) user logins include: - Dedicated virtual server - Password protected access to server using Remote Desktop services - Individual, personalized desktops for each user of the Linko software $2,640 Additional users can be added for $600 each DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED deemed to be an original, and both of which together shall constitute one agreement. This Agreement may be executed via facsimile. 22. Sole Agreement. This Agreement constitutes the sole agreement between the parties. 23. Governing Law. The laws of the State of Colorado govern this Agreement and all disputes arising out of it shall be submitted to a court of competent jurisdiction in the state of Colorado. 24. Assignment. This Agreement may not be assigned by Customer without Linko’s consent, such consent not to be unreasonably withheld. 25. General Provisions. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision nor shall such a waiver constitute a continuing waiver unless otherwise expressly provided in writing duly executed by the party to be bound. This Agreement is binding upon the successors to and permitted assigns of the parties 26. Annual Appropriation. The Customer’s monetary obligations under this Agreement shall be subject to annual appropriation by the Customer’s City Council. DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, CUSTOMER’S DATA, BODILY INJURY OR PROPERTY DAMAGE, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER INTANGIBLE LOSSES (EVEN IF LINKO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) INVALID DESTINATIONS, TRANSMISSION ERRORS, OR UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR CUSTOMER’S DATA. NO CLAIM, REGARDLESS OF FORM, MAY BE MADE OR ACTION BROUGHT BY CUSTOMER BY EITHER PARTY MORE THAN ONE YEAR AFTER THE BASIS FOR THE CLAIM BECOMES KNOWN TO THE PARTY ASSERTING IT. DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED 11. Responsibility/Indemnity. Customer will ensure that all information submitted to the Service by Customer, or by any party authorized by Customer to submit Customer’s Data to the Service, complies with current data format requirements specified by Linko and that all parties having an interest in such information have consented to the information being submitted. Failure to comply with data formats may see Customer’s Data rejected, or improperly posted or acted upon. Customer shall, at all times, ensure that all appropriate user and default settings have been selected. Customer also acknowledges that Linko does not check user or default settings or Customer’s Data posted to Customer's database file for accuracy. Customer is responsible for all access to the Service and use of the Customer’s Data by Customer’s personnel or the use of Customer’s account, whether or not Customer has knowledge of or authorizes such use. Customer and Users shall maintain the confidentiality of password and account log-in identification. Customer acknowledges that Linko has no control over the source, quality, format, nature, ownership or legality of information submitted to the Service by the Customer and that the Customer is responsible for any claims or liabilities that may arise from the Customer’s actions in submitting information to the Service. 12. Dealing with Third Parties. Customer’s correspondence or business dealings with third parties accessed through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Customer and such third parties. Customer agrees that Linko is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Linko has no control over such sites and resources, Customer acknowledges and agrees that DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED not registered. Without Linko prior permission, Customer agrees not to display or use, in any manner, the Linko Marks. Customer acknowledges and agrees that the Service, the interface to it (including without limitation data entry screens and reports generated by the Service) and all software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer agrees not to use such property, including without limitation trade-marks, patents and other intellectual property of Linko except as expressly authorized by this Agreement. Except as expressly authorized by Linko Customer agrees not to modify, rent, lease, loan, sell, distribute or create derivative works or businesses based on the Service, in whole or in part. 7. Prohibited Uses. Customer shall not resell the Linko Data or Service to third parties, in whole or in part. Without limiting the generality of the foregoing, Customer shall not use the Service except for its own Customer’s Data. Customer may not use the Service or Linko Data for any purpose not expressly provided for in this Agreement. The Service has been designed so that Customer’s Data can only be accessed by that Customer (including Customer’s Users) so that each User can access only the information to which it is entitled as determined by DocuSign Envelope ID: CE5C38A5-7FA6-45B5-9281-CA1BCE89A6ED