HomeMy WebLinkAboutCORRESPONDENCE - RFP - 9091 ELECTRONIC CITATION AND CRASH REPORTING SYSTEMOfficial Purchasing Document
Last updated 10/2017
RFP 9091 Electronic Citation and Crash Reporting System Services Agreement
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SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and QUICKET SOLUTIONS, INC., hereinafter referred to as "Service
Provider".
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Scope of Services. The Service Provider agrees to provide services for Electronic Citation
and Crash Reporting System in accordance with the scope of services attached hereto as
Exhibit A, consisting of nineteen (19) pages and incorporated herein by this reference.
Irrespective of references in Exhibit A to certain named third parties, Service Provider shall
be solely responsible for performance of all duties hereunder.
2. Contract Period. This Agreement shall commence upon date of execution, and shall
continue in full force and effect until August 31, 2021, unless sooner terminated as herein
provided. In addition, at the option of the City, the Agreement may be extended for additional
one year periods not to exceed four (4) additional one year periods. Renewals and pricing
changes shall be negotiated by and agreed to by both parties. Written notice of renewal
shall be provided to the Service Provider and mailed no later than thirty (30) days prior to
contract end.
3. Delay. If either party is prevented in whole or in part from performing its obligations by
unforeseeable causes beyond its reasonable control and without its fault or negligence, then
the party so prevented shall be excused from whatever performance is prevented by such
cause. To the extent that the performance is actually prevented, the Service Provider must
provide written notice to the City of such condition within fifteen (15) days from the onset of
such condition.
4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the
City may terminate this Agreement at any time without cause by providing written notice of
termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days
prior to the termination date contained in said notice unless otherwise agreed in writing by
the parties. All notices provided under this Agreement shall be effective when mailed,
postage prepaid and sent to the following addresses:
Service Provider: City: Copy to:
Quicket Solutions, Inc.
Attn: Joseph Bustamante
1 North Wacker Drive, Ste. 2410
Chicago, IL 60606
JBustamante@quicketsolutions.com
City of Fort Collins
Attn: Jeff Willard
PO Box 580
Fort Collins, CO 80522
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
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In the event of early termination by the City, the Service Provider shall be paid for services
rendered to the date of termination, subject only to the satisfactory performance of the
Service Provider's obligations under this Agreement. Such payment shall be the Service
Provider's sole right and remedy for such termination.
5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract,
subject to additions and deletions provided herein, Ninety-Eight Thousand Dollars
($98,000.00) for the license, subscription and service fees in accordance with the milestone
payment schedule stated in Exhibit "B", consisting of one (1) page, and incorporated herein
by this reference. In the event the City renews the Agreement, the annual subscription cost
shall be Twenty Thousand Dollars ($20,000). The Service Provider shall submit invoices
for all amounts due. The City shall pay invoice Net 30 days from the date of the invoice.
6. City Representative. The City will designate, prior to commencement of the work, its
representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the services provided under this agreement. All requests
concerning this agreement shall be directed to the City Representative.
7. Independent Service provider. The services to be performed by Service Provider are those
of an independent service provider and not of an employee of the City of Fort Collins. The
City shall not be responsible for withholding any portion of Service Provider's compensation
hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or
for any other purpose.
8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the
Exhibit A, Statement of Work without the prior written consent of the city, which shall not be
unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of
the City), then the following provisions shall apply: (a) the subcontractor must be a reputable,
qualified firm with an established record of successful performance in its respective trade
performing identical or substantially similar work, (b) the subcontractor will be required to
comply with all applicable terms of this Agreement, (c) the subcontract will not create any
contractual relationship between any such subcontractor and the City, nor will it obligate the
City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor
will be subject to inspection by the City to the same extent as the work of the Service
Provider.
9. Personal Services. It is understood that the City enters into the Agreement based on the
special abilities of the Service Provider and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Service Provider shall neither assign any
responsibilities nor delegate any duties arising under the Agreement without the prior written
consent of the City.
10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the
services shall not be construed to operate as a waiver of any rights or benefits provided to
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the City under this Agreement or cause of action arising out of performance of this
Agreement.
11. Warranty.
a. Service Provider warrants that all work performed hereunder shall be performed with the
highest degree of competence and care in accordance with accepted standards for work
of a similar nature.
b. Unless otherwise provided in the Agreement, all materials and equipment incorporated
into any work shall be new and, where not specified, of the most suitable grade of their
respective kinds for their intended use, and all workmanship shall be acceptable to City.
c. Service Provider warrants all equipment, materials, labor and other work, provided under
this Agreement, except City-furnished materials, equipment and labor, against defects
and nonconformances in design, materials and workmanship/workwomanship for the
longer of; 1) the period beginning with the start of the work and ending twelve (12)
months from and after final acceptance under the Agreement; or 2) as stated in Exhibit
E Master Software and Service Agreement (MSSA), regardless whether the same were
furnished or performed by Service Provider or by any of its subcontractors of any tier.
Upon receipt of written notice from City of any such defect or nonconformances, the
affected item or part thereof shall be redesigned, repaired or replaced by Service
Provider in a manner and at a time acceptable to City.
12. 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.
13. 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.
14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors,
heirs, personal representatives, successors and assigns of said parties.
15. Indemnity/Insurance.
a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents
and employees against and from any and all actions, suits, claims, demands or liability
of any character whatsoever brought or asserted for injuries to or death of any person
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or persons, or damages to property arising out of, result from or occurring in connection
with the performance of any service hereunder.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider
shall provide and maintain insurance coverage naming the City as an additional insured
under this Agreement of the type and with the limits specified within Exhibit C, consisting
of one (1) page, attached hereto and incorporated herein by this reference. The Service
Provider before commencing services hereunder, shall deliver to the City's Purchasing
Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate
evidencing the insurance coverage required from an insurance company acceptable to
the City.
16. Entire Agreement. This Agreement, along with all Exhibits and other documents
incorporated herein, shall constitute the entire Agreement of the parties. Covenants or
representations not contained in this Agreement shall not be binding on the parties.
17. Law/Severability. The laws of the State of Colorado shall govern the construction
interpretation, execution and enforcement of this Agreement. In the event any provision of
this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision of this
Agreement.
18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., Service Provider represents and agrees that:
a. As of the date of this Agreement:
1. Service Provider does not knowingly employ or contract with an illegal alien who will
perform work under this Agreement; and
2. Service Provider will participate in either the e-Verify program created in Public Law
208, 104th Congress, as amended, and expanded in Public Law 156, 108th
Congress, as amended, administered by the United States Department of Homeland
Security (the “e-Verify Program”) or the Department Program (the “Department
Program”), an employment verification program established pursuant to Section 8-
17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired
employees to perform work under this Agreement.
b. Service Provider shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement or knowingly enter into a contract with a subcontractor that
knowingly employs or contracts with an illegal alien to perform work under this
Agreement.
c. Service Provider is prohibited from using the e-Verify Program or Department Program
procedures to undertake pre-employment screening of job applicants while this
Agreement is being performed.
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d. If Service Provider obtains actual knowledge that a subcontractor performing work under
this Agreement knowingly employs or contracts with an illegal alien, Service Provider
shall:
1. Notify such subcontractor and the City within three days that Service Provider has
actual knowledge that the subcontractor is employing or contracting with an illegal
alien; and
2. Terminate the subcontract with the subcontractor if within three days of receiving the
notice required pursuant to this section the subcontractor does not cease employing
or contracting with the illegal alien; except that Service Provider shall not terminate
the contract with the subcontractor if during such three days the subcontractor
provides information to establish that the subcontractor has not knowingly employed
or contracted with an illegal alien.
e. Service Provider shall comply with any reasonable request by the Colorado Department
of Labor and Employment (the “Department”) made in the course of an investigation that
the Department undertakes or is undertaking pursuant to the authority established in
Subsection 8-17.5-102 (5), C.R.S.
f. If Service Provider violates any provision of this Agreement pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If
this Agreement is so terminated, Service Provider shall be liable for actual and
consequential damages to the City arising out of Service Provider’s violation of
Subsection 8-17.5-102, C.R.S.
g. The City will notify the Office of the Secretary of State if Service Provider violates this
provision of this Agreement and the City terminates the Agreement for such breach.
19. Order of Precedence. Contract Documents and Order of Precedence:
a. Contract Documents:
1. Services Agreement
2. Exhibit A Scope of Services
3. Exhibit B Bid Schedule/Compensation
4. Exhibit C Insurance Requirements
5. Exhibit D Confidentiality
6. Exhibit E Master Software and Service Agreement (MSSA)
b. Order of Precedence among Contract Documents: As above. The order of precedence
applies only where there is a conflict or ambiguity between the Contract Documents.
NOTE: The terms of Exhibit A shall control in the event of conflict with terms in the body
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of the Services Agreement.
20. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting
of one (1) page, and Exhibit E – Master Software and Service Agreement (MSSA),
consisting of sixteen (16) pages, attached hereto and incorporated herein by this
reference.
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
APPROVED AS TO FORM:
QUICKET SOLUTIONS, INC.
By:
Printed:
Title:
CHIEF EXECUTIVE OFFICER
Date:
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Chief Executive Officer
9/24/2020
Christiaan Burner
Assistant City Attorney ll
9/24/2020
City Clerk
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EXHIBIT A
SCOPE OF SERVICES
I. SERVICE PROVIDER’S RESPONSE:
A. SUMMARY
Service Provider is a leader in providing secure, configurable, and rapidly provisioned cloud-
based solutions for sensitive government workloads. This project will realize a significant return
on investment through the usage of cloud computing coupled with intuitive mobile and web-
based applications that enable real-time seamless data sharing across all authorized users in
the City of Fort Collins.
Amazon Web Services (AWS), the cloud environment used by Service Provider, is the world’s
largest Infrastructure-as-a-Service (IaaS) provider. The AWS Cloud provides secure, scalable,
and cost-efficient solutions to support the unique requirements and missions of all levels of the
United States government. The cloud services provided by AWS can be employed to meet
mandates, reduce costs, drive efficiencies, and increase innovation across federal, state, and
municipal government organizations.
The key benefits of cloud, compared to an on-site server installation is that the infrastructure
provided by a leading cloud provider is more affordable, secure, and powerful. A core precept of
cloud computing is to avoid the cost impact of over-provisioning or under-provisioning of
computing resources. With projects that require massive amounts of computation and storage,
oftentimes it can be difficult, if not impossible, to accurately forecast internally the exact needs for
a server. Oftentimes, an organization may invest not enough and thus the servers do not have
the computational or storage capacity to meet the needs of the project. On the other hand, an
agency may over-budget, and thus far too many computational resources were purchased and
consequently go unused. With the Quicket Cloud Platform, organizations eliminate the need to
guess on infrastructure needs. Financially speaking, there are generally significant upfront capital
requirements for an on-site solution. With the cloud, rather than large upfront capital expenses,
the City will be able to enjoy a predictable and consistent low subscription model.
The second, and widely accepted, reason why cloud can provide immense cost savings is due to
the ability to take advantage of economies of scale. Building your own server infrastructure is not
just expensive initially, but also expensive and complicated to maintain as it becomes necessary
to replace outdated or failing technology. With AWS, all United States public-sector organizations
can join a consolidated data center. With an enormous volume of servers and other inherent
efficiencies of aggregating computational environments under one roof, clients can enjoy
economies of scale or, in other words, cheaper per unit pricing than the City would be able to
receive in an independent project to build or refresh on-site infrastructure.
AWS is trusted by many organizations for handling highly sensitive data. A combination of logical
and physical security, especially for public-sector workloads, makes the Service Provider’s
platform vastly more secure than onsite offerings. Logical security, including end-to-end device,
network, database encryption, multi-factor authentication, and automatic backups combined with
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state-of-the-art physical security, including geographically isolated, guarded data centers results
in a much more secure solution.
Finally, when implementing a cloud-based solution, users will be able to enjoy a more powerful
and reliable solution for computational and storage needs. Service Provider will deploy state-of-
the-art server configurations utilizing high end CPUs, RAM, and other critical components to
deliver a fast and efficient computational environment for Fort Collins that is designed to
automatically scale based on the current workload.
B. SCOPE OF PROPOSAL
1. Provide a detailed narrative of the services proposed if awarded the contract per the
scope above. The narrative should include any options that may be beneficial for the
City to consider.
Service Provider has reviewed the requirements as detailed in RFP 9091. Service Provider’s
Platform can serve an entire city, county, and/or state and has experience working with large
agencies with hundreds of sworn officers. Service Provider’s cloud-based eCitation and eCrash
are core products that were developed to address the need for agencies to be more efficient, in
not just taking something from paper to application, but to be able to share the data seamlessly
internally and externally (e.g. courts, state). Service Provider’s platform can be deployed on any
device or laptop/MDT (in-vehicle) which allows agencies to leverage potentially existing
infrastructure and mobile devices. Service Provider’s patented Configuration Engine provides
the only Platform that can be deployed on any smartphone or tablet environments in Android,
iOS, and Windows with both dedicated and web-based applications.
Service Provider continues to develop features and applications that make our platform the
most flexible and innovative solution in the marketplace. Rather than acquiring companies to
obtain additional features like our legacy competitors, Service Provider has built a single
integrated Platform from the ground-up, resulting in unprecedented simplicity of the user
interface and ease of deployment.
2. Describe how the project would be managed and who would have primary responsibility
for its timely and professional completion.
Service Provider will assign a project manager that will ultimately be responsible for the City’s
implementation post-contract signature. In addition, other senior team members will be assigned
to manage different aspects of the project including technical leads, training, and support.
Service Provider will work with the City to set up a weekly or bi-weekly meeting cadence for all
parties to meet. The initial meetings post contract signature will be structured around the key
contacts lead from both sides and identifying senior leadership team for guidance and final
approval of milestones. The project lead, Don Drzal, that will be assigned to Fort Collins is one
of our most experienced and tenured employees that will ensure a successful deployment.
3. Describe the methods and timeline of communication your firm will use with the City’s
Project Manager and other parties.
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Typically Service Provider’s project lead will schedule weekly or bi-weekly update meetings with
both parties. These meetings are status update meetings based on a list of items per milestone
that are agreed to by all parties and management to help drive the project to closure. In addition
to the regularly scheduled meetings, there will be regularly scheduled phone calls and emails to
relevant stakeholders to ensure that the update meetings illustrate clear progress. In order to
centralize project progress, Service Provider also utilizes Atlassian’s “JIRA” software, which
provides a detailed task board and related analytics to ensure transparency and on-time
deliverables.
4. Complete Exhibit A Functional Requirements with your replies (Yes, No, or Future and
your comments, if any) and include it with your Proposal.
Yes, Appendix A is completed and attached to the Scope of Services as requested.
5. Complete Exhibit B SaaS Cyber Vendor/Questionnaire with your response to the
questions; and include it with your Proposal.
Yes, Appendix B is completed and attached to the Scope of Services as requested.
1. Include a description of the software and other analysis tools to be used.
Service Provider's platform is 100% Cloud Based and hosted on AWS GovCloud. Service
Provider has developed a platform from the ground up that is essentially a data lake with
various means to capture and share data internally and externally securely. Service Provider’s
application can be deployed on iOS, Android, and Windows operating systems with the same
functionality that ultimately reduces training and deployment with all of our clients. Since
Service Provider’s platform is deployable on any device that most agencies use throughout the
United States, Service Provider is able to significantly save on the implementation cost from a
hardware perspective with utilizing exiting equipment. Specifically, for the City, Service Provider
can deploy our application on the agencies sworn officers issued iOS phones and also utilize
the current MDTs and Zebra RW420 and ZQ520 Bluetooth printers. Service Provider can save
the City a large amount of capital expenditures with utilizing current equipment and just adding
subsequent devices and printers where appliable to totally outfit the agency.
Service Provider’s platform offers other features that the City may be interested in the future.
Service Provider continues to develop modules and features that are 100% integrated and not
acquisitions of systems like our competitors. This ensures that our platform and experience is
seamless and there is no additional cost or headache of integrating within our own “umbrella”.
Service Provider has no server software dependencies. Service Provider provides a completely
off-the-shelf solution that will be fully compatible with any existing systems by the means of
integrations or other secure bi-directional data sharing. Service Provider utilizes several internal
analysis tools that are used alongside AWS GovCloud’s suite of proprietary tools as listed below
for reference.
AWS Shield is a managed DDoS protection service that safeguards web applications running
on AWS.
Amazon GuardDuty is a managed threat detection service that provides Service Provider with
a more accurate and easy way to continuously monitor and protect clients and their workloads
from malicious or unauthorized behavior, such as unusual API calls or potentially unauthorized
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deployments.
AWS WAF is a web application firewall that helps protect Service Provider's web applications
from common web exploits that could affect application availability, compromise security, or
consume excessive resources.
2. Identify what portion of work, if any, may be subcontracted.
Service Provider will not subcontract any work based on the RFP information provided.
3. Estimated Implementation Plan and Milestone Estimates
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Milestone Payment Schedule:
25% Upon date of contract execution
25% #15: Finalized Development/Data migration signoff
25% #29: Training signoff
25% #33: Go Live acceptance signoff
100%
Appendix A
Functional Requirements
Functional Requirements:
The following section details the functional requirements for the system solution.
The City is looking for a comprehensive and best practice solution for an
Electronic Citation and Crash Reporting system. Respond with “Yes”, “No” or
“Future Release” in the column titled “Included” to indicate if the feature is
present in the current proposed release.
REQUIRED FUNCTIONALITY
Description Included:
“Yes”
“No”
Alternate Proposal, Comments
1. Electronic Citation
1. Ability to store a minimum of 10
drivers licenses or vehicle
registrations so users can select the
most recent queries to auto-populate
in the citation.
Yes Service Provider fully meets this
requirement. Multiple types of information
can easily be auto- populated to a citation
and the user can refer back to this data at
any time while logged-in.
2. The ability to use a magnetic reader or
scanner that will auto-populate
information into the citation when
users are not connected to CAD or
have an internet connection.
Yes Service Provider has several different ways
to auto-populate information. Some options
are magnetic reader, scanner, and OCR. All
three options are available offline, along
with the ability to continue/complete with
citation in offline mode.
3. The ability to modify notes in the
citation including after the driver is
provided their copy and the officer is
no longer in contact with the driver.
Yes Service Provider has a fully editable notes
section that can be completed via typing or
speech-to-text functionality. Service
Provider also can have both internal and
external notes. With internal notes only
viewable by the officer and internal staff
members and the external notes viewable by
the court and other approved external
entities.
4. Bluetooth connection to printers
including our existing Zebra ZQ520
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is the ZQ520, but has also worked
extensively with the RW420, which is the
predecessor model. Service Provider is
very experienced with these models and is
the printer we typically recommend to
agencies for 4” printing.
5. Ability to upload citations directly into
our Records Management System (a
CentralSquare Technologies product)
Yes Service Provider has experience with
interfacing with many different RMS
vendors. Service Provider is very familiar
with RMS systems and has worked with
CentralSquare products significantly in the
past. Service Provider can share our citation
data via API, web services, or FTPS, along
with other data sharing methods.
6. Ability to upload directly to our
Municipal Court system
Yes Similar to RMS, Service Provider also has
built interfaces with other court case
management systems. Service Provider has
its own court case management platform
and we are very familiar with courts
management, along with building interfaces
with 3
rd
party providers.
7. Ability to update fines, court
schedules, add or modify charges in
the system with ease. Changes must
be able to be pushed to users, so each
device doesn’t have to be physically
touched.
Yes Service Provider has a fully configurable
platform with the ability to update fines,
codes, court schedules, etc. Service
Provider’s backend utilizes reference tables
that can be updated by our clients within the
web portal that Service Provider provides.
Based on permissions, is where either the
user has access or not to updated
information within a reference table and
such updates are pushed in real-time to each
device without any manual updates
required.
2. Electronic Crash
1. Ability to store a minimum of 10
drivers licenses or vehicle
registrations so users can select the
most recent queries to auto-populate
in the report.
Yes As stated in the citation porting of this
requirements document, Service Provider
fully meets this requirement. Multiple types
of information are automatically stored and
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offline, along with the ability to
continue/complete with citation in offline
mode.
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3. Ability to submit the report directly to
the State of Colorado.
Yes Service Provider has experience submitting
data/information digitally to state systems
and will be able to fully meet this
requirement for the State of Colorado.
Service Provider can accommodate all
workflow and validation requirements to
ensure a seamless integration into the state
system.
4. Ability to send the report directly into
our Records Management System
Yes Service Provider can send any report type in
any format that is needed to Fort Collins’
RMS and has experience specifically
working with Central Square. Service
Provider has experience with 3
rd
party RMS’
vendors and it has tremendously helped that
Service Provider is very familiar with
records management systems from a
platform perspective, as Service Provider
has its own complete RMS. This essentially
ensures that we understand both sides of the
interfacing more clearly than most vendors
that only have one piece of the technology
(RMS or citation/crash).
5. Must be compatible (or moving
towards compatibility) with new
DR3447 form.
Yes Service Provider has experience with auto-
populating countless state and local forms in
both citation and crash. As part of the
Service Provider subscription, Service
Provider does not charge for any change
orders associated with any updates to forms,
integrations, or new reporting requirements.
Service Provider has reviewed the DR3447
requirements and is confident it will be able
to fully comply with the new format and
data requirements, including appropriate
auto-population and submission to the state
system.
6. Must have the ability to supervisor
approve reports before they are sent.
Yes Service Provider is able to provide complete
configuration of workflow approval structure
for Fort Collins, including multiple layers of
approval for all or certain subsets of reports.
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Service Provider’s workflow is configurable
specifically when it comes down to the
approval routings. We understand that this
may be different for every department.
Service Provider can meet any approval
workflow per Fort Collins’ requirements.
3. Hardware Requirements
1. Must work on any device (tablet,
laptop, iPhone, etc.) and utilize
multiple operating systems.
Yes Service Provider's platform can be installed
on any device running iOS, Android, or
Windows. Service Provider is the only
solution in the market that has a single
Platform that supports all operating systems
across all major devices. Other vendors have
separate solutions for different operating
systems or devices or simply do not support
all options, resulting in less flexibility or
inconsistent user experiences. It is also
important to note that Service Provider
provides both dedicated and web-based
applications. Service Provider is familiar
with solutions that are only web-based and
this creates severe limitations in offline
conditions. Service Provider is pleased to
have robust offline support as it provides
dedicated applications for iOS, Android, and
Windows for users.
2. Any on-premise solution must be
compatible with a virtual server
environment.
Yes Service Provider does not offer any on-
premise options/solutions. Service Provider
is confident that our cloud environment will
offer the easiest to implement/maintain
solution plus also the greatest level of cost
control/predictability as there is no need to
purchase/upgrade server infrastructure.
3. Any solution must meet CJIS
requirements for encryption of CJI
data in transit and at rest.
Yes Service Provider’s application is CJIS
compliant according to the latest policy and
meets all requirements for encryption for
data in transit and at rest. All endpoints
across Service Provider infrastructure only
accept and allow bidirectional traffic through
FIPS-140-2 compliant devices. All traffic if
further encrypted via AES 256 both in transit
and at rest and is only shared over SSL/TLS
connection.
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All data at rest and in transit is encrypted
using AES 256-bit encryption. The cloud
infrastructure is rendered behind FIPS 140-2
enabled firewall load balancers.
Additional Wants:
4-For both systems
1. Ability to take a digital picture of a
driver’s license and attach it to a
citation or crash report
Yes Service Provider utilizes the devices’ built-
in camera to capture any photos/digital
evidence or information, and specifically in
this case a driver’s license. Service Provider
can capture photos, audio notes, and even
brief video clips and provides robust logging
features to date/time stamp everything
captured. In addition, Service Provider
provides several efficient ways to auto-
populate DL information into any citation or
crash report via OCR recognition of the DL
photo, along with CAD/NCIC look up.
2. Ability to start a report or citation
and come back to it later
Yes Service Provider’s application has the
ability to “save” and come back at any point
of time. This functionality is core to our
product suite to ensure that the users time
entering information is never lost and it can
continue at a later point on through the web
UI or device application (or vice versa). In
other words, a user can start a report or
citation on one device and come back to it
later from any device, as Service Provider
provides real-time synchronization via its
cloud infrastructure.
3. Ability to start the citation or crash
report on one device and complete
it on another device, regardless of
OS.
Yes Please see above. Service Provider is unique
in being able to truly support auto-saving
capabilities and have the ability to pickup
the report immediately or at a later point in
time from another device, regardless of the
operating system.
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Appendix B
SaaS Cyber Vendor Questionnaire
1. Data Ownership: The City of Fort Collins will own all right, title and interest in its data
that is related to the services provided. All data obtained by the vendor in the
performance of this services shall become and remain the property of the City. The
vendor will not share or distribute any City data to any other entity without the express
written consent of the City. Can you comply with this?
Answer: Service Provider acknowledges and fully complies with this requirement. While
Service Provider is a cloud-based solution, all data is fully owned and accessible at any
time by the client, even after termination, when the data would be provided at no cost in
a non-proprietary format. Service Provider also unlike many crash report or other
vendors does NOT sell our utilize client’s information for any purpose outside of the
Scope of Work or for any other purpose unless expressly granted by the City.
2. Data Protection: Describe how you safeguard the confidentiality, integrity and
availability of City information, including encryption of personal data in transit and at rest,
and access control. Do you have a privacy and security policy, and does the policy apply
to customers’ private data including personal identifiable information?
Answer: Service Provider strictly conforms to CJIS requirements, PII, HIPAA, and other
security best-practices and has substantial experience safeguarding public safety/law
enforcement and US federal/state/local government data. Service Provider is fully
compliant with NIST SP 800-131A Revision 1. All endpoints across Service Provider
infrastructure only accept and allow bidirectional traffic through FIPS-140-2 compliant
devices. The entire traffic if further encrypted via AES 256 both in transit and at rest and
is only shared over SSL/TLS connection. Service Provider maintains a detailed privacy
and security policy that conforms to the specific data that Service Provider is handling for
the City (e.g. CJIS for law enforcement customers). This security policy is regularly
validated/audited by state and federal entities along with 3rd party firms to ensure strict
compliance. These policies include customer’s private data and PII.
Service Provider also adheres to best development practice to secure infrastructure
using DDoS Mitigation, Data Encryption, Inventory and Configuration, Monitoring and
Logging, Identity and Access Control and strict Penetration Testing. Service Provider
has mandated test driven development and is compliant with the following:
OWASP
NIST
CJIS Policy 5.9 (6/1/20)
DFARS
FIAMA, DIACAP, and FedRAMP
PCI DSS Level 1
ISO 9001 – ISO 27018
FIPS 140-1 & FIPS 140-2
HIPAA
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3. Data destruction: What procedures and safeguards does the vendor have in place for
sanitizing and disposing of City data according to prescribed retention schedules or
following the conclusion of a project or termination of a contract to render it
unrecoverable and prevent accidental and/or unauthorized access to City data?
Answer: The data disposal is completed automated and is controlled by the permissions
and approval process. The entire process is thoroughly logged and is available for audit
on demand. Service Provider will not delete any data and keeps it available through the
duration of the contract. The process to delete the data is only initiated if requested by
the department through formal procedures. Service Provider will keep the audit log for
the entire process.
4. Data Location: Are the data centers where City data may be stored or processed
located exclusively in the United States? Do you allow your personnel or contractors to
store City data on portable devices? Do your personnel and contractors access City data
remotely?
Answer: Service Provider utilizes Amazon GovCloud for hosting services, the isolated
CJIS-conforming region of the cloud reserved only for sensitive government workloads.
Data never traverses the public internet and never leaves the United States. Amazon
has two locations that Service Provider’s database is hosted with. The locations are
strategically located at two different locations on the west and east coast of the US.
Service Provider’s personnel or contractors do not have access to City data based on
our permission-based protocols. Data is never stored on portable devices. Based on
permissions, only certain Service Provider employees that are assigned to City data will
have access remotely. These select employees would follow strict security protocols
that Service Provider maintains per CJIS compliance.
5. Security Incidents or Data Breaches: Describe your data breach and incident
response communication plans. Has the company experienced any security breaches? If
yes, explain.
Answer: Service Provider has never had a security data breach since its founding.
Service Provider shall promptly inform the City whenever it knows or reasonably believes
a security breach has compromised or is likely to be compromised. Service Provider will
work with the City in investigating such breach, including making available all relevant
records, logs, and files as reasonably requested by the City. In the event of any actual
breach of data security and unauthorized access to the City’s data, Service Provider
shall: (i) immediately notify the City within twenty-four (24) hours of the identification of
the breach of data security and (ii) provide a Service Provider point of contact, available
to the City by telephone, text or email, with a response time of not more than two (2)
hours after delivery of the notice, until such time as the root cause of the data security
breach is identified, and the vulnerability fixed.
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6. Breach Responsibilities: In addition to data breach communication, what additional
responsibilities do you have to your customers in the event of a data breach involving
private data that is in your control, or in the control of your contractors/subsidiaries, at
the time of breach? Do you have cybersecurity insurance? If yes, provide an overview of
the coverage.
Answer: Service Provider does not employ any contractors/subsidiaries. Service
Provider has specified above its communication policy in regards to data breaches.
Service Provider maintains a $1M per occurrence cybersecurity insurance policy and will
be able to add the City as additionally insured under the policy for no additional cost.
Service Provider is willing to review its policies with the City to ensure that it fully meets
requirements.
Service Provider's entire infrastructure is completely automated and the system is
equipped with several core algorithms and health checks in place to allow for automated
system maintenance concurrently while the system is being used. Service Provider also
performs several internal concurrent patches to address minor bugs, the latest security
standards, and regular health analyses. This maintenance is done concurrently with the
live system in the backend with no downtime.
7. Background Checks: Do you conduct criminal background checks on all staff, including
subcontractors? Do you employ people convicted of any crime of dishonesty?
Answer: Per CJIS and Service Provider’s internal processes and procedures. We
perform background checks on every employee. Service Provider does not have any
subcontractors. Service Provider does not employ anyone convicted of a crime of
dishonesty. Further details as to our specific hiring processes can be shared with the
City if needed to fulfill this question further.
8. Access to Security Logs and Reports: The vendor shall provide reports to the City in
a format as specified in the SLA agreed to by both the vendor and the City. Reports shall
include latency statistics, user access, user access IP address, user access history and
security logs for all City files related to this contract. Can you comply with this?
Answer: Service Provider can fully comply with this requirement. Service Provider and
the City will work together to understand what reports are needed and potentially what
other reports based on Service Provider’s experience could also be beneficial as well.
Service Provider can set up the reports to autogenerate and send automatically to a user
group (daily, weekly, etc.).
9. Risk Assessments and Audits: Do you conduct periodic risk assessments to identify
cybersecurity threats, vulnerabilities, and potential business consequences? Do you
have regular independent assessments of your cybersecurity processes? Do you
perform independent audits of your data center? How often? What level of audit is
performed (e.g., SOC2)? Would you be willing to share redacted versions of your most
recent risk assessment and audit report with the City?
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Answer: Service Provider periodically conducts risk assessments based on both CJIS
compliance standards and Service Provider’s internal security team protocols. Service
Provider has independent, along with the FBI that perform cybersecurity checks onsite at
our facility. Typically these assessments are done every quarter. Service Provider can
provide SOC 1,2, and/or 3 reports in coordination with Amazon for more information on
the infrastructure as required by the City. These independent SOC reports are
conducted at least once per year.
AWS GovCloud uses many tools to ensure that vulnerabilities are addressed/detected
prior to any incidents ever occurring. Below is a list of Protection/Detection tools that
AWS GovCloud employs currently to mitigate these uncertainties:
- AWS Shield is a managed DDoS protection service that safeguards web applications
running on AWS.
- Amazon GuardDuty is a managed threat detection service that provides Service
Provider with a more accurate and easy way to continuously monitor and protect the City
and workloads from malicious or unauthorized behavior, such as unusual API calls or
potentially unauthorized deployments.
- Web Application Firewall (WAF) is a web application firewall that helps protect Service
Provider's web applications from common web exploits that could affect application
availability, compromise security, or consume excessive resources.
10. Change Control and Advance Notice: How do you communicate upgrades (e.g., major
upgrades, minor upgrades, system changes) that may impact service availability and
performance to your customers?
Answer: Service Provider manages all upgrades types through open communication
with the direct account support manager that would be assigned to the City. Depending
on the upgrade level that is being performed/addressed, Service Provider will ensure
that our clients are well informed of any changes that might impact them and also ensure
that if any additional training is needed, it is provided prior to any release. Adequate
documentation will be provided when applicable. It is important to note that there is
never any downtime associated with upgrades/changes.
11. Upgrades: Are technology systems (e.g., servers, network devices, operating systems,
applications, malware definitions) regularly updated/patched? Do you have any systems
in production that are past end of life or that can no longer be patched?
Answer: All technology systems are updated multiple times per year when needed. As
a multi-tenant cloud solution, Service Provider has one system platform that every client
Is utilizing. Service Provider does not have multiple deployments of the same platform in
production. This ensures that every client has the same core system and there is no
overlap in development/support resources or end of life issues. This also ensures that no
client is at risk of having an outdated system that may create security vulnerabilities.
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12. Non-disclosure and Separation of Duties: Describe how you enforce separation of job
duties and limit staff knowledge of City data to that which is necessary to perform job
duties.
Answer: Service Provider has experience with separation of job duties and functions so
no one employee has full access to our client’s data based on their permissions in the
system. Various software release protocols based on CJIS compliance processes and
procedures, coupled with Service Provider’s own internal protocols allow for our client’s
platform and data to be secure at all times.
13. Import and Export of Data: Describe the data import and export processes from the
customer’s perspective.
Answer: Initial import/export of data is fully handled by Service Provider during
implementation. Data can be imported after implementation as needed for any
applicable data into Service Provider’s platform for the City. In regard to importing data
for backend fields (for example updated fines/ordinances), Service Provider provides a
web portal UI that the City can access to update data/fields based on permissions. For
example, parking violations for 2h parking change from $25 to $30. An admin user with
permissions would access the City’s web portal and click on the setting menu and find
the appliable parking violation table to update. This is a very simple process for
updating any backend tables used for static or dynamic calculations. Service Provider
provides complete support at no additional cost for assistance in updating this
information.
In terms of exporting data. Service Provider provides in the web portal UI (same as the
import data portal discussed above) an ad hoc reporting option that makes exporting
data local to desktop computer, BI, or Access database for example very
straightforward. The City has a multitude of ways to upload or extract data from Service
Provider’s platform prior or post implementation. Service Provider also provides at no
cost support in regards to exporting data.
14. Subcontractor Disclosure: Identify all your strategic business partners related to
services provided under this arrangement, including but not limited to all subcontractors
or other entities or individuals who may be a party to a joint venture or similar agreement
with the you, and who shall be involved in any application development and/or
operations.
Answer: Service Provider does not utilize any subcontractors. Service Provider does
however have strategic relationships with hardware manufacturers in order provide a
total solution (software, devices, printers, etc.) to our clients. In addition, Service
Provider leverages Amazon Web Services GovCloud for its cloud infrastructure
(compute and storage) requirements. Amazon does not have access to Service Provider
or client data.
15. Right to Remove Individuals: The City shall have the right at any time to require that
the vendor remove from interaction with City any vendor representative who the City
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believes is detrimental to its working relationship with the vendor. Can you comply with
this?
Answer: Service Provider understands and can comply with this requirement. Service
Provider believes in a strong cultural work environment, both internally and externally. In
order to ensure that all parties continue to work effectively throughout the relationship.
Service Provider hosts quarterly business reviews and there is continued weekly
interaction between the support/account manager and the City’s representatives so if
any issues arise, they can be addressed immediately.
16. Encryption of Data at Rest: Can you ensure hard drive encryption consistent with
validated cryptography standards as referenced in FIPS 140-2, Security Requirements
for Cryptographic Modules for all personal data?
Answer: As stated in requirement #2, all endpoints across Service Provider
infrastructure only accept and allow bidirectional traffic through FIPS-140-2 compliant
devices. The entire traffic if further encrypted via AES 256 both in transit and at rest and
is only shared over SSL/TLS connection. If further information is needed, Service
Provider can provide additional security practices and procedure where applicable to
fulfill this requirement.
17. Internet-Facing Security: We may use BitSight (like a credit report for cyber security) to
assess your internet-facing security. Do you subscribe to BitSight or a similar service,
and if so are you willing to provide a sanitized report?
Answer: Service Provider utilizes RSA Archer. Service Provider servers are in the AWS
environment and inherit several state of the art monitoring capabilities from AWS itself.
18. Service Interruption: In the event of an interruption of your service, what is your
process for notifying customer operations of the circumstances of the interruption or
outage and the expected recovery time?
Answer: Services/support from Service Provider is 24/7/365 per year. We understand
that our solution is enabling the City to perform their duties day and night. Service
Provider does not typically have any planned outages for upgrades/updates. In fact,
Service Provider had 0% measurable downtime in 2019. After successful release of the
system, Service Provider initiates the support cycle which is comprised of following:
- Regular software updates based on new algorithms and industry-approved update
suggestions
- Web-application software upgrades due to additional configuration requests
- Automatic server security updates and upgrades
Service Provider program managers will provide at least 72-hour notice to the City
before making software patches, upgrades, and updates (i.e. planned outages).
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19. Backup and Recovery: What is your backup & recovery SLA? What are the actual
results/metrics vs. the SLA for the last 12 months? Is your backup data encrypted and, if
so, to what standard?
Answer: Secure cloud-based backups are included as part of the annual subscription
per the SLA’s document in the enclosed MSSA contract template attached to this
proposal. In short, Service Provider guarantees a system uptime of 99.99% with
infrastructure uptime of 99.999999%. In 2019, Service Provider had 100% uptime of
both its system and infrastructure and had no claims against its SLA policy for
unexpected downtime.
Data stored within the Service Provider system is backed-up automatically. Service
Provider performs daily backups of stored data on a rolling 366-day basis and user logs
are generated and kept for the duration of the contract. These backups do not interrupt
or otherwise degrade System performance and availability. Service Provider does have
a formal recovery testing process in place as part of its internal security policy that has
been vetted against best practices and standards for handling law enforcement sensitive
data. Service Provider can work with the City to provide notification when recovery
testing has been completed. Much of the testing is automated and occurs regularly but
additional tests may be run. It is expected that there will not be any data loss, as Service
Provider maintains multiple redundancies across its infrastructure while utilizing AWS
GovCloud tools and best practices as well.
Service Provider leverages AWS GovCloud to provide rapid disaster recovery. Service
Provider with AWS provides “hot standby” environments in multiple geographically
isolated data centers that enable rapid failover at scale. The System is in the “High
Availability” category for availability, characteristics, and Recovery Time Objective. Data
is synchronously replicated to hot-sites. In the event of a server or component failure,
the switch to fail-over will take approximately three minutes. Service Provider maintains
a detailed disaster recovery and business continuity plan that can be reviewed further
with the City if desired.
20. Authentication: Do you have an internal password policy? Do you have complexity or
length requirements for passwords? Do employees/contractors have ability to remotely
connect to your production systems? (i.e. VPN. Is multi-factor authentication available?
Do you require MFA for administration of your service (local or remote)? Do you support
SSO/SAML ADFS for customer access?
Answer: Service Provider encrypts and stores all the password in RDS database with
AES 256-bit encryption. All passwords are generated using PBKDF2 hashing algorithm.
Entire communication between Service Provider web application, mobile application and
Service Provider server is only allowed over secure SSL with 256-bit encrypted tunnel.
Certain employees have the ability to remotely connect to productions systems via strict
policy and procedures, including required MFA. Service Provider utilizes both a VPN
and multi-factor authentication per CJIS compliance and Service Provider’s own security
protocols. Service Provider does support SSO/SAML ADFS and has integrated with
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Active Directory and other similar services for clients.
21. Cyber Insurance: Does your firm carry cyber insurance? If so, what are your insurance
levels?
Answer: Yes, Service Provider maintains a $1M per occurrence/aggregate policy.
Service Provider will be able to add the City to its policy as an additionally insured entity
for no additional cost. Service Provider is also willing to examine increasing its insurance
levels if required by the City.
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EXHIBIT B
(BID SCHEDULE/COMPENSATION)
Total Cost of Ownership Spreadsheet
Total Cost of Ownership
Yr1 Yr2 Yr3 Yr4 Yr5
Cost ITEM Summary 2020 2021 2022 2023 2024
One time Costs $98,000
Ongoing costs $20,000 $20,000 $20,000 $20,000
Total One Time Costs
$98,000.00
$0.00
$0.00
$0.00
$0.00
Total On Going Costs
$0.00
$20,000.00
$20,000.00
$20,000.00
$20,000.00
TOTAL 5 YEARS:
$178,000.00
$98,000.00
$20,000.00
$20,000.00
$20,000.00
$20,000.00
Year 1 - Milestone Payment Schedule:
25% $24,500 Upon date of contract execution
25% $24,500 #15: Finalized Development/Data migration signoff
25% $24,500 #29: Training signoff
25% $24,500 #33: Go Live acceptance signoff
100% $98,000
Service Provider will submit invoices for Years 2 through 5 annual subscription on the
anniversary date of the Agreement.
Comments:
-eCitation 50 users
-eCrash 20 users
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EXHIBIT C
INSURANCE REQUIREMENTS
1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance
coverage designated hereinafter and pay all costs. Before commencing work under this bid, the
Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of
operations covered, effective dates and date of expiration of policies, and containing substantially the
following statement:
“The insurance evidenced by this Certificate will not reduce coverage or limits and will not be
cancelled, except after thirty (30) days written notice has been received by the City of Fort
Collins.”
In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take
out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper
and may deduct the cost of such insurance from any monies which may be due or become due the
Service Provider under this Agreement. The City, its officers, agents and employees shall be named as
additional insureds on the Service Provider 's general liability and automobile liability insurance policies
for any claims arising out of work performed under this Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life
of this Agreement for all of the Service Provider's employees engaged in work performed under
this agreement:
1. Workers' Compensation insurance with statutory limits as required by Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease
aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this
Agreement such commercial general liability and automobile liability insurance as will provide
coverage for damage claims of personal injury, including accidental death, as well as for claims
for property damage, which may arise directly or indirectly from the performance of work under
this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of
insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000
combined single limits for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider shall be responsible
for any liability directly or indirectly arising out of the work performed under this Agreement by a
subcontractor, which liability is not covered by the subcontractor's insurance.
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EXHIBIT D
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement
(the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has
established policies and procedures with regard to the handling of confidential information and other sensitive
materials.
In consideration of access to certain information, data and material (hereinafter individually and collectively,
regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its
employees, customers or suppliers, which access is related to the performance of services that the Service
Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the performance of
services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential
(a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City
in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to
customers and suppliers of the City). The Service Provider shall not disclose any such information to any person
not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall
not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically
authorized by the City.
The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation
under this Agreement with respect to information and material that (a) becomes generally known to the public
by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation
or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does
not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall
furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly
advise the City in writing of each such disclosure.
In the event that the Service Provider ceases to perform services for the City, or the City so requests for any
reason, the Service Provider shall promptly return to the City any and all information described hereinabove,
including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession
or control or as to which it otherwise has access.
The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service
Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the
event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and
permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or
available at law.
EXHIBIT E
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MASTER SOFTWARE AND SERVICE AGREEMENT (MSSA)
Quicket Solutions, Inc., a Delaware corporation having its principal business offices at One North Wacker Drive, Suite 2410, Chicago,
IL 60606 (hereinafter referred to as "Quicket"), and the City of Fort Collins, Colorado, located at 215 North Mason Street, Fort Collins,
Colorado 80524 (hereinafter referred to as "Customer"), in consideration of the mutual obligations set forth hereinafter and intending to be
legally bound, hereby agree as follows:
1. DEFINITIONS. Unless otherwise specifically defined in
the body of this Agreement, capitalized terms used but not
otherwise defined herein shall have the meanings set forth in
Appendix 1, Definitions, attached hereto.
2. LICENSES. Subject to the terms and conditions of this
Agreement, Quicket hereby grants to Customer, and any and all
authorized Users, and Customer and its authorized Users
subscribe to and accept, a limited, non-exclusive, revocable (for
breach) and non-transferable license to access and use the
Quicket Solutions Software and Services during the Term (the
“License”).
2.1 Access and Use Limitation. The Quicket Solutions
Software and Services may be accessed and used for the
benefit of Customer and its authorized Users only. Without
limitation, Customer shall not permit third parties to access or
use, the Software, Documentation or other materials related to
the Quicket Solutions Software and Services, except as may be
required by law or a court order.
2.2 User Details.
(a) Customer shall permit only its authorized
employees to register as Users and to use the Quicket Solutions
Software and Services. Customer also shall ensure that all such
Users comply with the limitations and restrictions in this
Agreement.
(b) Only the User who is registered on a given User
account may use that account to access and use the Quicket
Solutions Software and Services. Customer, in its sole
discretion, shall require Users to take appropriate steps, which
shall be no less protective than Customer’s standard operating
procedures governing access to Customer’s other information
technology systems, to secure their passwords and any other
access credentials provided to the User and required for access
to the Quicket Solutions Software and Services.
(c) Customer shall be responsible for all activities that
occur on any User account. Customer shall notify Quicket
promptly of any known or suspected unauthorized use of any
User account, User name, or password, and of any other known
or expected significant breach of security or confidentiality with
respect to the Quicket Solutions Software and Services or
Documentation (which shall include the loss of control of any
Equipment provided to Customer under this Agreement). For
purposes of this provision, “significant breach” shall mean
unauthorized access to and unauthorized change or download
of any data in the Quicket Solutions Software and Services.
A. 3.
DELIVERY OF SOFTWARE. Quicket shall deliver
Software within ninety (90) days after the execution of
this Agreement or on such other date as may be
agreed to by the parties. Delivery shall occur (a) by
making the Software accessible for download via an
FTP site or similar mechanism, or (b) Quicket may
deliver the Software as a pre-loaded application on any
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responsible for all performance of the Professional Services under
this Agreement and shall be solely and exclusively responsible for
all acts and omissions of such subcontractors. Quicket will ensure
that all Quicket employees and all subcontractors providing
Professional Services will comply with all applicable federal, state
and local laws.
6. EQUIPMENT LEASE. Quicket may supply equipment,
including but not limited to tablet computers, communication
devices, printers, supplies and other accessories (the
“Equipment”, as defined on Appendix 1) to Customer for use with
the Quicket Solution Software and Services. Unless otherwise
agreed by the parties, the Equipment shall be leased to Customer
under the terms and conditions set forth in the Leased Equipment
Addendum attached hereto at Appendix 4.
7. FEES, BILLING AND PAYMENT.
(a) Customer shall pay Quicket the license, subscription and
service fees specified in a purchase order. Subscription fees for
the Quicket Solutions Software and Services and Equipment
Lease fees will be invoiced in accordance with the Services
Agreement executed by the parties. Customer will pay such
fees no later than thirty (30) days of invoice date.
(b) During the Term, Customer may increase or reduce the
quantity of the Quicket Software and Services or Equipment.
Customer shall provide written notice of the quantities of Quicket
Software and Services or Equipment to be added or removed
from the Agreement. Quicket will deliver the additional Quicket
Software and Services or Equipment within a commercially
reasonable time after receipt of the notice, if immediate delivery
is requested, or on a specific delivery date agreed to by the
parties. Reductions in quantities shall be permitted four times
per year at the end of each calendar quarter. Changes to fees
and billing required under this Section 7(b) shall occur on the
next regular billing cycle after the additional Quicket Software
and Services or Equipment are provided or after the reduction
occurs.
8. OWNERSHIP AND CONFIDENTIALITY.
8.1 Quicket Ownership. Ownership of the Equipment,
the Quicket Solutions Software and Services (excluding
Customer Data), any Quicket-developed Documentation (in
whole or in part), and all related Intellectual Property Rights, are
the exclusive property of Quicket and its licensors. Quicket
reserves all rights not expressly granted to Customer in this
Agreement. There are no implied rights. Except as
contemplated under this Agreement, Customer shall not (i) use,
disclose or provide any Software or related Quicket
Documentation (or any modifications or derivatives thereof) or any
other confidential or non-public information related to Quicket’s
products or business, to any other party, except as permitted
under this Agreement or any supporting documentation, (ii)
attempt to or knowingly permit or encourage others to attempt to
alter, reverse engineer, disassemble, decompile, decipher or
otherwise decrypt or discover the source code to the Software
except permissible by applicable law despite such prohibition, or
(iii) use the Quicket Solutions Software and Services for the
benefit of any third party without the express prior written consent
of Quicket. Customer shall take all reasonable precautions to
prevent unauthorized or improper use or disclosure of the
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Information in connection with the applicable party’s
performance or observance of, or exercise of its rights under,
this Agreement, (B) in the case of Quicket as the receiving party,
on a need to know basis to permitted subcontractors who are
bound by confidentiality obligations substantially similar to those
set forth in this Agreement, (C) in the case of Customer, on a
need to know basis to its third party contractors who are bound
by confidentiality obligations substantially similar to those set
forth in this Agreement, and (D) on a need to know basis to
attorneys, accountants or other professional advisors who are
bound by an ethical duty of confidentiality; (E) or as otherwise
required by applicable law or a court order..
(c) Each party agrees that in the event the other
party’s Confidential Information is inadvertently disclosed or is
compromised, the disclosing party will immediately report the
same to the non-disclosing party and work with the non-
disclosing party to take any reasonably required steps to
mitigate any damage caused by the same.
(d) Notwithstanding any provision of this
Agreement to the contrary, any portion of this Agreement
required to be made public or available to the public under any
applicable law shall be excepted from the definition of
Confidential Information.
(e) If a receiving party is required by applicable
law, statute, or regulation, subpoena, or court order, to disclose
any Confidential Information belonging to the disclosing party,
the receiving party shall give to the disclosing party prompt
written notice of the request and a reasonable opportunity to
object to such disclosure and seek a protective order or
appropriate remedy in accordance with the time periods stated
in the CORA. If, in the absence of a protective order, the
receiving party is required to disclose such Confidential
Information, it may disclose only that portion of the Confidential
Information the receiving party is so compelled.
(f) Receiving party acknowledges that the
disclosing party’s Confidential Information constitutes valuable
proprietary information and/or trade secrets and that release of
such Confidential Information in violation of this Agreement may
cause irreparable harm for which the disclosing party may not
be fully or adequately compensated by recovery of monetary
damages. Accordingly, in the event of any violation or
threatened violation by the receiving party, the disclosing party
shall be entitled to injunctive relief from a court of competent
jurisdiction in addition to any other remedy that may be available
at law or in equity, without the necessity of posting bond or
proving actual damages.
8.4 Data Sharing. In the event that any customers of Quicket
determine that sharing of the customers’ respective Confidential
Information or data is likely to be of mutual benefit to the
customers and the sharing of information and data can be
effected or facilitated through the Quicket Solutions Software
and Services without a violation of applicable law, such
customers and Quicket may enter into a form of mutually
acceptable Data Sharing and Non-Disclosure Agreement
providing for the transfer of such information and data between
or among such customers and authorizing Quicket to (i) facilitate
such transfer, (ii) grant appropriate access to representatives of
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Quicket will defend Customer from, and indemnify and hold
harmless Customer against, such claim and any resulting costs,
damages and attorneys’ fees arising out of or incurred as a result
of such claim, together with all amounts finally awarded or agreed
to in settlement, provided that (i) Customer promptly notifies
Quicket in writing of the claim, and (ii) Quicket has sole control of
the defense and all related settlement negotiations, and further
provided that no settlement of a claim binding Customer will be
entered into without the consent of Customer; and (iii) Customer
reasonably cooperates in any investigation, defense or settlement
of such claim or action. The Customer may participate (at its own
expense, except as described above) in any investigation,
defense or settlement of such claim or action. Quicket's
obligations under this Section are conditioned on Customer's
agreement that if the Software, or the use or operation thereof or
of the Quicket Solutions Software and Services, becomes, or in
Quicket's opinion is likely to become, the subject of such a claim,
Quicket may at its expense, , either procure the right for Customer
to continue using the Software, Professional Services
Deliverables or the Quicket Solutions Service (as the case may
be) or, at Quicket’s option, replace or modify the same so that it
becomes non-infringing (provided such replacement or
modification does not materially adversely affect Customer’s
intended use of the Professional Services Deliverables, Software
or the Quicket Solutions Service as contemplated hereunder). If
Quicket determines that neither of the foregoing alternatives are
commercially feasible, Quicket may terminate the Quicket
Solutions Service and the License as applicable and, in such
case, Customer will return any Software and Equipment in its
possession or control upon written request by Quicket and
Quicket will credit or (at Customer's option) refund the Customer
any unearned, prepaid fees for the Quicket Solutions Software
and Services. Quicket’s obligation to indemnify and hold harmless
Customer under this provision shall expire on the fifth anniversary
of the termination or expiration of this Agreement. Quicket shall
have no liability for any claim based upon (a) use of the Software
or service other than as expressly authorized by this Agreement
or any subsequent agreement or as contemplated by the
Documentation, (b) the combination, operation or use of any
Software with materials not supplied by Quicket or authorized for
use by Quicket, or not otherwise contemplated by this Agreement
or the Documentation, if such claim would have been avoided by
use of the Software alone. THE FOREGOING STATES THE
SOLE REMEDY OF CUSTOMER AND THE ENTIRE
OBLIGATION OF QUICKET WITH RESPECT TO ANY CLAIM
OF INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL
PROPERTY RIGHTS.
9.5 Intentionally Omitted.
9.6 Intentionally Omitted.
9.7 Data Security and Privacy.
(a) Unless it receives Customer’s express written
consent, Quicket will not give any third party access to Customer
Data other than as required to accomplish the terms of this
Agreement, as required by law, or as instructed by Customer in
writing. Quicket shall (i) institute and comply with industry-
standard practices for systems security which are reasonably
sufficient to protect Customer Data from improper access, loss,
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ISO270001 and is certified at least to SAS70 and/or SSAE16
standards, or a substantially similar successor standard, and will
have industry standard physical, technical and administrative
data security infrastructures in place, and be CJIS approved and
compliant. Quicket currently uses Amazon Government Cloud
for its third party hosting subcontractor and will not make any
changes to a third party hosting subcontractor arrangement that
decreases security infrastructure from that in place as of the
date of this Agreement. Quicket Solutions Software and
Services are intended only for use in the United States, and
Quicket does not warrant or represent that the Quicket Solutions
Software and Services are or will become EU Safe Harbor
Certified. In the event Quicket is unable to meet the standards
or procure the certifications set forth in this Section 9.7(b), then
such event shall be deemed a material breach, and Customer
may terminate this Agreement in accordance with its terms.
(c) Transmission of Customer Data through the
Quicket Solutions Software and Services shall utilize industry
standard and the Federal Bureau of Investigation Criminal
Justice Information Services Division certified encryption
techniques. In the event Quicket processes or accepts third
party payments made to or for the benefit of Customer, Quicket
shall meet or exceed all applicable Payment Card Industry
(“PCI”) standards and maintain PCI certification of its payment
application, platform or portal.
(d) If a third party claim or action is brought against
Customer as a result of any security breach that results in misuse
or improper access to any Customer Data due to Quicket’s or its
applicable vendor(s) acts or omissions, Quicket will defend,
indemnify and hold harmless Customer and against such third
party claim and any resulting costs, damages and attorneys’ fees
arising out of or reasonably incurred as a result of such claim,
together with all amounts finally awarded or agreed to in
settlement as a result of such claim, provided that (i) Customer
promptly notifies Quicket in writing of the claim, and (ii) Quicket
has sole control of the defense and all related settlement
negotiations, provided that no settlement of a claim binding
Customer will be entered into without the consent of Customer as
applicable and provided that Customer may participate in the
defense and settlement of any such claim at its own cost; (iii)
Customer reasonably cooperates in any investigation, defense or
settlement of such claim or action. Quicket shall procure
insurance coverage for any claims made by third parties as
described in the Section 9.7(c), and Quicket shall provide an
endorsement to such insurance policy which names Customer as
an additional insured. Such insurance coverage shall be primary
and non-contributory as to all other Customer’s insurance.
9.8 Viruses and Disabling Code. Quicket shall use
commercially reasonable efforts to ensure that Software is
scanned prior to delivery to Customer, using industry standard
commercially available scanning software, in order to ensure
that there are no known computer viruses, malware, or similar
malicious code or items in the Software on delivery to Customer.
The Quicket Solutions Software and Services, upon delivery, (i)
will not contain any back doors, trap doors, worms, or any other
disabling devices designed to interfere with Customer's normal
and permitted operation of the Quicket Solutions Software and
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purposes. Termination or expiration shall not affect any rights
accrued prior thereto.
(b) Upon any termination or expiration of this
Agreement, Quicket shall make the Quicket Solutions Software
and Services available to Customer during the Customer Data
Access Period for Customer to complete a final export of the
Customer Data. In the alternative, Quicket may determine to
provide the export of Customer Data in a form and format
reasonably available to or usable by Customer.
12. MISCELLANEOUS.
12.1 Insurance. Quicket has provided Customer with a
memorandum of insurance evidencing the policies, coverages
and applicable limits of insurance procured by Quicket and in
force at the time this Agreement is executed. Quicket warrants
to Customer that it will not reduce coverages or limits during
the Term.
12.2 Export; Government Restricted Rights. Customer
acknowledges that the export of any Software is or may be
subject to export or import control and Customer agrees that any
Software or the direct or indirect product thereof will not be
exported (or re-exported from a country of installation) directly
or indirectly, unless Customer obtains all necessary licenses
from the U.S. Department of Commerce or other agency as
required by law. Customer may request, from time to time, that
Quicket provide Customer with reasonably available information
applicable to the Quicket Solutions Software and Services to
facilitate compliance with this Section 11.2, including applicable
export classifications and designations. If Customer or any of
its end users are a U.S. federal government end user, the
Quicket Solutions Software and Services are a “Commercial
Item” as that term is defined at 48 C.F.R. §2.101, consisting of
“Commercial Computer Software” and “Commercial Computer
Software Documentation”, as those terms are used in 48 C.F.R.
§12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R.
§12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as
applicable, the Quicket Solutions Software and Services are
licensed to such Customer and end users only with those rights
as expressly provided under the terms and conditions of this
Agreement.
12.3 Non-Assignment. Neither party may sell, assign, or
otherwise transfer to any third party this Agreement or any of its
rights or obligations hereunder without the prior written consent
of the other party. Notwithstanding the foregoing, Quicket may
with prior written notice assign this Agreement, in whole and not
in part, without such consent to an Affiliate or to a successor in
interest by merger or acquisition of substantially all assets of
Quicket’s business. Any purported assignment in violation of this
Section will be void.
12.4 Intentionally Omitted.
12.5 Relationship of Parties. Quicket and Customer are
independent contractors, and nothing in this Agreement shall be
construed as making them partners or as creating the
relationships of employer and employee, master and servant, or
principal and agent between them, for any purpose whatsoever.
Neither party shall make any contracts, warranties or
representations or assume or create any other obligations,
express or implied, in the other party's name or on its behalf.
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Solutions Software and Services environments, and all
Customer Data under Quicket’s possession or control, shall be
provisioned in Quicket’s data center in the United States.
12.11 Miscellaneous. In no event shall either party be liable
for any delay or failure to perform under this Agreement, which
is due to causes beyond the reasonable control of such party
and without such party’s fault or negligence; provided that the
affected party notifies the unaffected party as soon as
reasonably possible, and resumes performance hereunder as
soon as reasonably possible following cessation of such force
majeure event. To the extent that any provision of this
Agreement is found to be void or unenforceable, such provision
shall be without effect and the remainder of the Agreement shall
be enforced to the full extent of the law. This Agreement shall
be governed by, and interpreted and enforced in accordance
with, the substantive laws of the State of Colorado without
regard to its conflict of laws principles. The parties agree that
the United Nations Convention on Contracts for the International
Sale of Goods shall not apply to any transaction between the
parties. All notices given under this Agreement shall be in
writing. Any notice under this Agreement if delivered by hand,
sent by facsimile, or mailed via overnight courier, shall be
deemed given on the business day following the sending of such
notice, and any notice sent via mail shall be deemed given on
the third business day following the mailing of any such notice,
postage paid, to the address set forth above.
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II. APPENDIX 1
Definition Appendix
“Agreement” means this Master Software and Service
Agreement, together with the following documents and any
Schedules:
(a) Definitions, Appendix 1
(b) Technical Support Policy, Appendix 2
(c) Professional Services Terms, Appendix 3
(d) Leased Equipment Addendum, Appendix 4
(e) Service Level Agreement, Appendix 5
(f) Statement of Work, dated ______________, 2020
“Customer Data” means all data submitted to the Quicket
Solutions Software and Services by Customer or its authorized
Users (“Customer Data”) in the course of using the Quicket
Solutions Software and Services, including any related
documentation, copies, modifications and derivatives of the
foregoing and all related copyright, patent, trade secret and other
proprietary rights therein.
“Customer Data Access Period” means a period of no less
than thirty (30) days immediately following the termination or
expiration of this Agreement during which Customer is allowed
to complete a final export of Customer Data.
“Documentation” means Quicket materials describing the
Quicket Solutions Software and Services, including, but not
limited to, product technical manuals and online information
(including online versions of the technical manuals) and help
facility descriptions.
“Equipment” means any tablet computers, communication
devices, printers, supplies and other accessories provided to
Customer by Quicket for use with the Quicket Solutions Software
and Services.
“Error” means a defect which causes the Software not to perform
substantially in accordance with the specifications set forth in the
Documentation and which can be reproduced or replicated in
regular usage by Customer and Quicket.
“Error Correction” means the use of reasonable commercial
efforts to remedy an Error.
“Intellectual Property” means technology, ideas, processes,
methodologies, innovations, inventions, discoveries, works of
authorship, data, know-how, trade secrets, and software and
firmware, including source code and object code.
“Intellectual Property Rights” means (i) patents and patent
applications, worldwide, including all divisions, continuations,
continuing prosecution applications, continuations in part,
reissues, renewals, reexaminations, and extensions thereof
and any counterparts worldwide claiming priority therefrom;
utility models, design patents, patents of
importation/continuation, and certificates of invention and like
statutory rights; (ii) copyrights, trademarks (including service
marks), trade names, logos, domain names, industrial designs;
(iii) rights relating to innovations, know-how, trade secrets,
know-how of confidential, technical, and non-technical
information; (iv) moral rights, mask work rights, author's rights,
and rights of publicity; and (v) other industrial, proprietary and
Intellectual Property related rights anywhere in the world, that
exist as of the date of the Agreement or thereafter come into
existence, and all renewals and extensions of the foregoing,
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to be supplied by Quicket and which may contain certain other
terms related to the provision of such Professional Services, the
Quicket Solutions Software and Services and/or Equipment that
are agreed between the parties.
“Suggestions” shall mean a royalty-free, worldwide, transferable,
sublicenseable, irrevocable, perpetual license for Quicket to use
or incorporate into the Quicket Solutions Software and Services
any suggestions, enhancement requests, recommendations or
other feedback provided by Customer, including its Users,
relating to the operation of or use of the Quicket Solutions
Software and Services.
“Support Policy” has the meaning set forth in Section 4.
“Telephone Support” means technical, telephone assistance
provided by Quicket to Users. Standard Telephone Support is
provided during the hours of 9:00 am and 5:00 pm Central
Standard Time, excluding Quicket recognized holidays.
Quicket will provide additional non-standard 24/7 telephone
support. Any response to requests for support outside of the
standard support hours will be on a six (6) hour response time,
measured from the time the call is placed to Quicket.
“Term” means the period commencing on the delivery of the
Software and Equipment to Customer and ending to 12:01 am
local time on the first anniversary hereof (the “Initial Term”);.
Notwithstanding any automatic renewal of the Agreement,
either party may terminate the Agreement in accordance with its
terms.
“Updates” mean error corrections, fixes, workarounds or other
maintenance releases of the Quicket Solutions Software and
Services.
“Upgrades” mean new releases or versions of the Quicket
Solutions Software and Services that provide enhancements,
modifications or improvements to the features or functionality;
for purposes of this Agreement, “Upgrades” shall also include
new features which are made generally available to all
customers purchasing the Quicket Solutions Software and
Services and for which Quicket does not charge any customer
additional incremental fees.
“User” means an individual who is an employee of Customer
with authorized access by Customer to and use of the Quicket
Solutions Software and Services the shorter of: (i) during the
course of such User’s employment with Customer or (ii) the
Term.
“Workaround” means a change in the procedures followed or
data supplied by Quicket to avoid an Error without substantially
impairing use of Quicket Solutions Software and Service.
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Appendix 2
Technical Support Policy
The following details Quicket's current Technical Support Policy
regarding the Quicket Solutions Software and Services. Updates
to Quicket's Technical Support policies will be accessible at
Quicket's website, under “support”.
Third Party Software is specifically excluded from the terms set
forth in this Appendix (but this exclusion does not pertain to the
software interfaces and port-sets developed by Quicket that
enable the link between the Software and the Third Party
Software).
Unless otherwise defined herein, capitalized terms used in this
Appendix shall have the same meaning as set forth in the MSSA
to which this Appendix 2 is attached.
1. SUPPORT SERVICES
1.1 Coverage. For so long as Customer is current in
the payment of the Service Fees under the Agreement between
Quicket and Customer, Quicket agrees that it shall use its diligent
commercial efforts to provide support services to Customer as
follows:
1.1.1 Error Correction and Telephone
Support provided to Users concerning use of the Quicket
Solutions Software and Service.
1.2.2 Releases, Versions and Updates
which consist of one copy of published revisions to the
Documentation relating to the Services.
.
1.2 Error Priority Levels. Quicket shall exercise
commercially reasonable efforts to correct any Error reported by
Customer’s Qualified Individuals in the current, unmodified
release of Software in accordance with the following priority level
reasonably assigned to such Error by Quicket:
1.2.1 Priority A Error: means an Error
which renders the Quicket Solutions Software and Service
inoperative or causes the Quicket Solutions Software and
Service to fail catastrophically. Quicket shall promptly: (i) assign
Quicket engineers to correct the Error; (ii) within twenty four (24)
hours of receipt of the Error report, attempt to identify the nature
of the Error and notify Customer’s Qualified Individuals of a
commitment date by which Workaround or Error Correction shall
be provided, which date shall be as soon as reasonably possible
with Quicket’s best efforts; (iii) notify Quicket management that
such Errors have been reported and of steps being taken to
correct such Error(s); (iv) provide Customer’s Qualified
Individuals with periodic reports on the status of the corrections;
and (v) provide Customer’s Qualified Individuals with a
Workaround or Error Correction.
1.2.2 Priority B Error: means an Error
which substantially degrades the performance of Quicket
Solutions Software and Service or materially restricts Customer’s
use of the Quicket Solutions Software and Service. Quicket shall,
promptly: (i) assign Quicket engineers to correct the Error; (ii)
within twenty four (24) hours of receipt of the Error report, notify
Customer’s Qualified Individuals of the engineers assigned to the
Error report; (iii) within one (1) week of receipt of the Error report,
attempt to identify the nature of the Error and notify Customer’s
Qualified Individuals of a commitment date by which an Error
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reported by Customer may not be due to an Error in the Software
or provision of Services, Quicket will so notify Customer.
4. WARRANTY
4.1 Limited Warranty. Quicket warrants that Support
Services will be performed with the same degree of skill and
professionalism as is demonstrated by like professionals
performing services of a similar nature.
5. SUPPORT POLICY CHANGES
5.1 This Schedule sets forth Quicket's policy with
respect to the provision of support in force as of the Effective
Date. Customer acknowledges that these terms are subject to
change in accordance with Section 4(a) of the MSSA.
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Appendix 3
Professional Services Terms
1. SERVICES.
Quicket will provide Professional Services pursuant to
Schedule(s) and/or SOW(s) executed by the parties and
referencing this Agreement. Unless the parties expressly agree
in writing to the contrary, the Professional Services do not
include maintenance and/or support services for any
Professional Services Deliverables. Customer may separately
purchase from Quicket maintenance and/or support services for
such deliverables or work product on a time and materials basis
as set forth in an applicable Schedule or SOW as agreed to by
the parties.
2. CHANGE REQUESTS. Either party may request a
change to an SOW or Schedule of Professional Services, and
for such purpose shall submit to the other party a written notice
(“Change Request”) setting forth the requested change and the
reason for such request. Within five (5) business days (or such
other period of time as agreed by the parties) after the receipt of
such Change Request, the parties shall discuss the necessity,
desirability and/or acceptability of the Change Request. When
and if both parties have agreed in writing upon the changes, and
any resulting change in the estimated fees for the project, the
parties shall complete and execute a new SOW or Schedule.
3. CHARGES FOR SERVICES. Customer shall pay to
Quicket the fees set forth in the SOW(s) or Schedule(s) for the
Professional Services. Unless explicitly stated otherwise in
writing in an SOW or Schedule or any other document, all such
listed Professional Services fees are estimates only, and are
billed on a time and materials basis at rates agreed upon in
writing by the parties for the Professional Services. Quicket will
give prior notice to Customer if Quicket reasonably believes the
Professional Services will not be completed within the estimate
provided and the parties will enter into an appropriate Change
Request as necessary and as agreed by the parties.
Professional Services will be invoiced in accordance with
Section 7 of the MSSA.
4. SUSPENSION OR TERMINATION OF
PROFESSIONAL SERVICES. Customer may terminate a
particular Professional Services engagement on one hundred
eighty (180) days prior written notice, which notice shall specify
the exact date of termination. Either party may terminate a
particular Professional Services engagement on ten (10) days
prior written notice in the event of a material breach by the other
party that is not cured within such ten (10) day period, except for
term based Professional Services such as hosting services
purchased for a specific term which may be terminated only as
provided in the applicable SOW or Schedule. In the event of
such a suspension or termination, Customer shall continue to be
obligated to pay all Professional Services fees due for
Professional Services rendered prior to such suspension or
termination, provided such services were provided in
accordance with this Agreement and the applicable SOW or
Schedule.
5. ACCESS TO CUSTOMER'S PROPERTY AND
COMPUTERS. Upon Quicket’s request, Customer agrees to
provide Quicket access to any Equipment and, if necessary,
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(b) Quicket hereby grants to Customer and its Affiliates
a non-exclusive, non-transferrable, worldwide license to use and
implement any ideas, modifications, or suggestions it proposes,
creates, or authors relating to the Customer Independent IP.
Customer will have sole discretion as to whether and how to
implement any such ideas, modifications, or suggestions into
the Customer Independent IP.
7. STAFFING. Quicket shall have sole discretion regarding
staffing for the Professional Services, including the assignment
or reassignment of its Professional Services personnel. In
addition, Quicket may, at Quicket's sole responsibility, retain one
or more sub-contractors to provide all or a portion of the
Professional Services subject to prior written notice to Customer
and provided Quicket remains solely responsible for the same
as contemplated by Section 5 of the Agreement to which this
Appendix 3 is attached. Customer shall have the sole discretion
to deny the use of a particular subcontractor. Customer shall
provide at least one mutually acceptable contact person to
communicate all product development-related activities, and
matters concerning the Professional Services, to Quicket.
Notwithstanding any provision of this Appendix or any Addenda,
SOW or Schedule to which this Appendix is attached or relates,
Quicket represents and warrants that all Quicket employees and
all subcontractors providing Professional Services (or other
services) pursuant to this Agreement will meet all requirements
established by applicable law pertaining to citizenship, U.S.
residency or other applicable criteria, including requisite
background checks and meet any and all personnel
requirements agreed to between the Parties.
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Appendix 4
Leased Equipment Addendum
1. Lease: Quicket Solutions, Inc. (“Quicket”) is providing
Customer certain Equipment, as defined in the
Agreement, and as set forth in a purchase order, SOW
or other ordering document entered into by the parties
in connection with the Agreement. This Leased
Equipment Addendum applies to the delivery,
possession and maintenance of the Equipment.
Customer agrees that all such Equipment is leased from
Quicket and that Quicket is the owner of the Equipment. This
Equipment Lease Addendum commences on the date the
Equipment is delivered to Customer, and a l l l e ase
p ayments are included in the total fees set forth on the
purchase order or other ordering document.
2. Equipment Use, Maintenance and Warranties: (a)
Quicket leases the Equipment to Customer "AS IS" AND,
EXCEPT AS OTHERWISE STATED HEREIN, MAKES NO
WARRANTIES, EXPRESS OR IMPLIED WITH REGARD TO
THE EQUIPMENT, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESSFOR A PARTICULAR
PURPOSE. Notwithstanding the disclaimers set forth in the
immediately preceding sentence, Quicket specifically warrants that
the Equipment is fit for use with the Quicket Solutions Software
and Services, as defined in the Agreement. Quicket will hold for
the benefit of, or transfer to, Customer, at Customer’s option,
any manufacturer warranties included with any such
Equipment. Unless otherwise specified in the Agreement, the
SOW or other ordering document, Customer is required to
keep the Equipment repaired and maintained in good
working order and as required by the manufacturer’s
warranty.
(b) During the Term, Quicket will be responsible for
maintenance and/or service of the Equipment in accordance
with the following:
(i) In the event Quicket holds the
manufacturer’s warranty on any Equipment,
then in the event of a claim under the
applicable manufacturer’s warranty, Customer
shall return the Equipment to Quicket, in the
manner as Quicket may reasonably direct, with
a written description of the damage,
malfunction or other problem experienced with
the Equipment;
(ii) For any Equipment which is no longer
covered by the manufacturer’s warranty, then
Quicket agrees that Quicket will be responsible
for maintenance and service of such
Equipment until Quicket and Customer
determine to remove such Equipment from
Service or the Agreement expires or is
otherwise terminated, subject to the exceptions
set forth in subparagraph (iv) below;
(iii) In the event that any Equipment
malfunctions, is (A) damaged or destroyed,
whether or not covered by the manufacturer’s
warranty at the time of such malfunction,
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business days of Customer’s notice of the loss or theft,
a similar make and model of Equipment (or suitable
substitute with comparable functionality) for use by
Customer until the lost or stolen Equipment is
recovered or determined to be unrecoverable. If the
Equipment is recovered, Customer shall return the
loaned Equipment to Quicket. In the event the
Equipment is not recoverable, Customer shall
reimburse Quicket its actual cost to replace the
Equipment (i.e., at Quicket’s purchase price from the
distributor). In the event Customer elects to eliminate
the lost or stolen Equipment from the Agreement, then
Customer shall pay to Quicket the value of the lost or
stolen Equipment determined by applying straight-line
depreciation of a four (4) year economic life of the
Equipment to Quicket’s cost of purchase plus a twenty-
five percent (25%) mark-up (i.e., Quicket’s cost from its
distributor plus overhead and profit).
3. Assignment: Customer agrees not to transfer, s e l l ,
sublease, assign, pledge, relocate, move or encumber
either the Equipment or any rights under this Leased
Equipment Addendum without Quicket’s prior written consent.
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Appendix 5
Service Level Agreement
Availability: Quicket warrants the Quicket Solutions Software
and Services will generally be available 99% of the time,
except as provided below. General availability will be
calculated per calendar quarter, using the following formula:
[(total – nonexcluded – excluded) *100] > 99%
total - excluded
Where:
“total” means the total number of minutes for the
quarter
“nonexcluded” means downtime that is not
“excluded”, as defined in the next bullet
“excluded” means the following:
o Any planned downtime of which Quicket
gives 8 hours or more notice. Quicket will
use commercially reasonable efforts to
schedule all planned downtime during the
weekend hours from 6:00 P.M. Friday,
Central Time, through 6:00 A.M. Monday,
Central Time.
o Any period of unavailability lasting less than
15 minutes.
o Any unavailability caused by circumstances
beyond Quicket’s reasonable control, without
limitation, acts of God, acts of government,
flood, fire, earthquakes, civil unrest, acts of
terror, strikes or other labor problems (other
than those involving Quicket employees),
computer, telecommunications, Internet
service provider or hosting facility failures or
delays involving hardware, software or
power systems not within Quicket’s
possession or reasonable control, and
network intrusions or denial of service
attacks.
For any partial calendar quarter during which Customer
subscribes to the Quicket Solutions Software and Services,
general availability will be calculated based on the entire
calendar quarter, not just the portion for which Customer
subscribed. In addition, unavailability for some specific features
or functions within the Quicket Solutions Software and
Services, while others remain available, will not constitute
unavailability of the Quicket Solutions Software and Services,
so long as the unavailable features or functions are not, in the
aggregate, material to the Quicket Solutions Software and
Services as a whole.
Penalties: Should the Quicket Solutions Software and
Services availability fall below the 99% general availability level
for any calendar quarter, and this downtime significantly
affected customers ability to use the system, Customer may
continue to use the Quicket Solutions Software and Services
but will receive credit for one half day of its Quicket
subscription, in that quarter, for each two hours of general
Quicket Solutions Software and Services unavailability below
99%. Any such credit shall be applied to Customer’s next
invoice (or refunded if Customer’s subscription to the Quicket
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Solutions Software and Services expires or terminates prior to
receipt of such credit and Customer owes no further charges to
Quicket).
The penalties specified in this “Penalties” section shall be the
sole remedies available to Customer for breach of this SLA
Addendum.
Reporting and Claims: To file a claim under this SLA
Addendum, Customer must send an email to
support@quicketsolutions.com with the following details:
Billing information, including client name, billing
address, billing contact and billing contact phone
number
Downtime information with dates and time periods for
each instance of downtime during the relevant period
An explanation of the claim made under this SLA
Addendum, including any relevant calculations
Claims may only be made on a calendar quarter basis and
must be submitted within 10 business days after the end of the
affected quarter, except for periods at the end of a subscription
agreement not coincident with the end of a calendar quarter, in
which case Customer must make any claim within 10 business
days after the end of its subscription agreement.
All claims will be verified against Quicket’s system records.
Should any periods of downtime submitted by Customer be
disputed, Quicket will provide to Customer a record of Quicket
Solutions Software and Services availability for the period in
question. Quicket will only provide records of system
availability in response to good faith Customer claims.
General: Any obligations of Quicket under this SLA Addendum
shall become null and void upon any breach by Customer of its
Quicket subscription agreement, including any failure by
Customer to meet payment obligations to Quicket.
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damage or destruction (i.e., such malfunction,
damage or destruction is caused by other than
routine wear and tear) and (B) the repair or
replacement of such Equipment is not or would
not be covered under the applicable
manufacturer’s warranty, then Customer shall
be responsible for the cost of repair or
replacement of such Equipment;
(iv) In the event Customer holds the warranty
on any Equipment, then Customer shall be
responsible for contacting the manufacturer for
any warranty matters.
(c) In the event any Equipment malfunctions, is
damaged, lost or destroyed during the Term, then
Customer shall promptly notify Quicket in writing of
such malfunction, damage, loss or destruction. In the
event Quicket directs Customer to deliver or make
available to Quicket, such malfunctioning, damaged or
destroyed Equipment, then upon receipt of the
Equipment, Quicket shall (i) determine if Quicket is
able to remedy the malfunction or repair the
Equipment; or (ii) send the Equipment to the
manufacturer pursuant to the applicable warranty and
(iii) within two (2) business days of receipt of
Customer’s notice provide a similar make and model of
Equipment (or suitable substitute with comparable
functionality) for use by Customer until the Equipment
is repaired and returned to Customer or a
determination is made that the malfunction, damage or
other problem is either not covered by (I) the
applicable manufacturer’s warranty (for example, the
damage is caused by abuse or neglect) or (II)
Quicket’s maintenance and repair obligation under
Section 2(b) (ii) above. If the malfunction, damage or
other problem is not covered by either the applicable
manufacturer’s warranty or Quicket’s maintenance and
repair obligation, and the manufacturer provides an
estimate of the cost of repair, Quicket shall refer such
estimate to Customer, and Customer shall determine
whether to repair or replace the Equipment, at
Customer’s option and sole expense. Upon repair or
replacement, Quicket and Customer shall exchange the
original (or replacement) Equipment and the Quicket
loaned item.
(d) Customer agrees that any warranty claims or other
requests for maintenance or service under this Section 2
will not impact its obligation to pay all amounts under the
Agreement when due, provided that Quicket provides the
replacement Equipment in accordance with Section 2(c) above.
(e) Customer acknowledges that Quicket is not the agent of or
for the Equipment manufacturer for any purposes under the
Agreement.
(f) Customer acknowledges and agrees that it is
responsible for all Equipment in its possession, and it
has or will adopt (and enforce) reasonable security
policies to protect Customer’s property generally,
which for purposes of the Agreement shall also include
the Equipment. Notwithstanding any provision of this
Schedule or the Agreement to the contrary, Quicket
shall use commercially reasonable and technologically
feasible means to locate or track any lost or stolen
Equipment (such as by use of embedded GPS devices
or applications). In the event of lost or stolen
Equipment, Quicket shall provide, within two (2)
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Customer’s computer(s) via remote data communication and,
upon Quicket’s written request, by visits to Customer's site as
reasonably required to perform the Professional Services
pursuant to any Schedule or SOW and Quicket will abide by
Customer’s security and safety regulations and policies,
provided in advance to Quicket, and which are applicable to
such access. Any access under this provision shall not disrupt the
operations of the Customer and will have minimal to no impact
upon the Customer’s information technology systems.
6. LICENSE; OWNERSHIP.
6.1 Quicket hereby grants to Customer a non-exclusive,
non-transferable license to use the “Quicket-owned Professional
Services Deliverables” (as defined in Section 6.3 below)
delivered to Customer, solely in conjunction with, and consistent
in scope with, Customer’s permitted use of the Quicket Solutions
Software and Services under this Agreement.
6.2 To the extent that any Quicket-owned Professional
Services Deliverables are delivered to Customer by Quicket in
source code format then Quicket hereby grants to Customer a
limited license to copy and to modify such source code, and to
compile such source code into object code, but solely in
connection with, and only to the extent necessary for,
Customer’s maintenance and support of the Quicket-owned
Professional Services Deliverables hereunder and for no other
purpose. The license grant in this Section 6.2 is subject to any
limitations set forth in Section 6.1 above.
6.3 Quicket retains ownership of all information, Software
and other Intellectual Property owned by it prior to this
Agreement or which Quicket develops independently of this
Agreement (“Quicket Preexisting Property”). Unless otherwise
agreed by the parties in an applicable SOW, and subject to the
license grant provided in Section 6.1 above, Quicket shall retain
ownership of all Quicket Preexisting Property and any
deliverables delivered by Customer pursuant to an applicable
SOW or separate agreement. (“Quicket-owned Professional
Services Deliverables”). All such information shall be treated as
Quicket’s Confidential Information in accordance with Section
8.3 of the Agreement. Quicket may utilize any and all methods,
computer software, know-how or techniques related to
programming and processing of data, developed by it while
providing the Professional Services and may incorporate the
work product in future releases of any of its software, provided
the same does not incorporate or include any Customer Data,
or Customer’s Confidential Information. Quicket will have sole
discretion as to whether and how to implement any Suggestions
into the Software.
6.4 Customer Ownership.
(a) Customer retains ownership of all information,
systems, software and other property owned by it prior to this
Agreement or which it develops independently of this
Agreement, including without limitation all Customer Intellectual
Property and Customer Confidential Information (“Customer
Independent IP”). The parties acknowledge and agree that
Quicket shall not modify, adapt or create derivative works of the
Customer Independent IP under this Agreement, and if any such
work product is anticipated, the parties shall enter into a mutually
agreed upon amendment to this Agreement to contemplate such
work, which will reflect that Customer shall own such work
product.
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Correction shall be provided, which date shall be as soon as
reasonably possible with Quicket’s best efforts. Quicket shall
exercise commercially reasonable efforts to include an Error
Correction in the next regular Software maintenance Update.
1.2.3 Priority C Error: means an Error
which causes only a minor impact or restricts Customer’s use of
Quicket Solutions Software and Service. Quicket shall (i) assign
Quicket engineers to correct the Error; (ii) within twenty four (24)
hours of receipt of the Error report, notify Customer’s Qualified
Individuals of the engineers assigned to the Error report; and (iii)
within two (2) weeks of receipt of the Error report, attempt to
identify the nature of the Error and notify Customer’s Qualified
Individuals of a commitment date by which an Error Correction
shall be provided, which date shall be as soon as reasonably
possible with Quicket’s best efforts. Quicket may include an Error
Correction in the next Version of the Product.
1.3 Other Errors. If Quicket believes that a problem
reported by Customer may not be due to an Error in the Quicket
Solutions Software and Service, Quicket will so notify Customer’s
Qualified Individuals. At that time, Customer may: (i) instruct
Quicket to proceed with problem determination as set forth below
or (ii) instruct Quicket that Customer does not wish the problem
pursued at its expense.
1.4 General Telephone Support. For general
questions pertaining to the operation of the Quicket Solutions
Software and Services or the Equipment, Quicket will provide a
telephone help desk number and will respond to calls made by
Customers in accordance with the applicable level of support. For
all Customers, Quicket’s standard level of Telephone Support is
provided during the hours of 9:00 am and 5:00 pm Central
Standard Time, excluding Quicket recognized holidays.
Customers subscribing to the standard Telephone Support shall
receive a return call the same day; calls made after 6:00 pm
Central Standard Time shall receive a return call the following
day. Customers purchasing non-standard Telephone Support
will receive a return call within four (4) hours from the time the call
is placed to Quicket.
1.5 Limitations of Support. Quicket shall have no
obligation to support: (i) Quicket Solutions Software and Service
that is not the then current release or the Previous Sequential
Release; or (ii) Quicket Solutions Software and Service problems
caused by Customer's modification, abuse or misapplication, use
of the Software other than as specified in the Documentation or
other causes beyond the reasonable control of Quicket.
3. CUSTOMER’S RESPONSIBILITIES
3.1 Procedures. Customer shall take reasonable
measures to ensure that its Users shall read, comprehend and
follow operating instructions and procedures as specified in, but
not limited to the Documentation and other correspondence
related to the Quicket Solutions Software and Service, and follow
procedures and recommendations provided by Quicket support
personnel in an effort to correct Errors.
3.3 Notification of Errors. Customer shall notify Quicket
of Errors in accordance with the then-current Quicket Error and
problem reporting procedures. If Quicket believes that a problem
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regardless of whether or not such rights have been registered
with the appropriate authorities in such jurisdictions in
accordance with the relevant legislation.
“License” means a license to use the Software and/or Quicket
Solutions Software and Services, as defined in Section 2 of the
Agreement.
“MSSA” means the Master Software and Service Agreement.
“Previous Sequential Release” means a release of Software
which has been replaced by a subsequent Release of the same
Software. A Previous Sequential Release will be supported by
Quicket for a period of only one (1) year after release of the
subsequent Release.
“Professional Services” means those services to be provided
by Quicket to Customer and which (i) are not specifically included
under the Master Software and Service Agreement, and (ii) are
set forth in a separate SOW or agreement between Quicket and
Customer. Professional Services may include, but are not limited
to, set-up services, configuration and/or implementation services
and/or other consulting services.
“Professional Services Deliverables” means any software,
modifications to software, configurations, documentation,
reports or other work product developed and delivered by
Quicket to Customer under a Professional Services project.
“Quicket Solutions Software and Services” means the
Software and the Quicket Solutions cloud-based hosted service
for access to the Quicket web-based and mobile applications as
specified in the applicable Schedule, purchase order or other
ordering document.
“Schedule” means an addendum, appendix, amendment or
other writing titled as a schedule and attached to or included in
this Agreement, when signed by both parties from time to time
that, when completed, sets forth the features, term, quantities,
scope and fees associated with the purchase of a License or
Licenses to Software, a Quicket Solutions Software and Services
subscription, leasing of Equipment, or the description and fees
associated with the purchase of Professional Services under
Appendix 3 hereof.
"Software" means the standard version of the software program
or programs marketed and licensed by Quicket. Software
includes machine readable (object) code, except for certain
Software which Quicket may elect to supply in source code
format. Software includes any Updates or Upgrades of the
Software, as defined in this Appendix, applied by Quicket to the
Quicket Solutions Software and Services during the Term.
“SOW” or “Statement of Work” means a Schedule or other
separate document referencing this Agreement and signed by
both parties from time to time that sets forth Professional Services
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12.6
Non-solicitation. Neither party may, without the prior
written consent of the other party, beginning on the signing of
this Agreement and ending six (6) months after the termination
of this Agreement (“Covered Period”), directly or indirectly,
alone or with others, hire, solicit or assist anyone else in the
solicitation of, any employee of the other party or encourage
any such employee to terminate his or her employment with
the other party. Notwithstanding anything in this Section to the
contrary, this Section shall not apply to: (i) either party
contracting with an employee of the other party to provide
consulting services on a part-time basis; or (ii) employees of
either party responding to advertisements made at job fairs, or
in media circulated to the general public at large; or former
employees of the other party, who are not employed or
retained by such party during the Covered Period.
12.7 Third Party Products. Third party software products
and programs supplied or made accessible under this
Agreement, including by way of example software that is part
of the Service infrastructure such as database, back-up,
storage, and firewall software, are licensed under this
Agreement for use solely with the Quicket Solutions Software
and Services as authorized under this Agreement, and are
subject to the confidentiality and non-assignment provisions of
this Agreement Certain portions of the Software may include
open source or third party program(s) that are subject to the
license terms and notifications found in the “About” box
documentation included within the Software, as updated from
time to time and posted on the Quicket website. Such
program(s) are not subject to the warranty and indemnity
provisions of this Agreement.
12.8 Intentionally omitted.
12.9 Audit Rights; Usage Verification.
(a) No more than once in any twelve (12) month
period, upon thirty (30) days prior written notice to Customer,
Quicket shall have the right, for purposes of verification of
Customer’s compliance with this Agreement, to access the
User data within the Quicket Solutions Software and Services.
Customer acknowledges that the Quicket Solutions Software
and Services may at the date of this Agreement or in
subsequent releases include password protection, anticopying
subroutines or other security measures designed to monitor the
usage of the Software for license management purposes. Under
no circumstances may Quicket employ any such measure to
interfere with Customer's normal and permitted operation of the
Quicket Solutions Software and Services. Any audit performed
shall not disrupt the operations and functions of the Customer.
Audits will have minimal to no impact upon the system. Any
audit shall not last more than one regular business day of eight
(8) hours.
(b) Upon request by Customer, Quicket agrees to
complete, within sixty (60) days of receipt, a security audit
questionnaire provided by Customer.
12.10 Service Locations. All Professional Services shall be
performed within the United States. Customer’s Quicket
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Services, and (ii) will not permit the access or control of any
Customer hardware, network, software or device by any party
other than Customer, except as contemplated in the
Documentation.
10. LIMITATION OF LIABILITY.
10.1 Damages Cap. Except with respect to Quicket’s
indemnification obligations under Sections 9.4 and 9.7(d): each
party’s confidentiality obligations under Section 8.3; or each
party’s gross negligence or willful misconduct, and except as set
forth in Sections 9.2 and 9.3, and regardless of the form of action
(whether in contract, tort, breach of warranty or otherwise) and
notwithstanding any other provisions of this Agreement: IN NO
EVENT SHALL QUICKET’S (OR ITS LICENSORS’ OR
SUPPLIERS’) OR CUSTOMER’S MAXIMUM, CUMULATIVE
LIABILITY FOR ALL DAMAGES HEREUNDER EXCEED THE
TOTAL AMOUNT OF FEES PAID (AND IN CUSTOMER’S CASE
PAID OR PAYABLE) HEREUNDER IN THE TWELVE MONTH
PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING
RISE TO DAMAGES FOR THE PRODUCT OR SERVICE THAT
CAUSED THE DAMAGE.
10.2 Consequential Damages. IN NO EVENT SHALL
QUICKET (OR ANY OF ITS LICENSORS OR SUPPLIERS) OR
CUSTOMER BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL OR
INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO
LOST PROFITS AND LOSS, DAMAGE OR DESTRUCTION OF
DATA) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF THE SAME AND EVEN IF A PARTY
ASSERTS OR ESTABLISHES A FAILURE OF THE ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS
AGREEMENT. Some states do not allow the exclusion or
limitation of incidental or consequential damages under certain
circumstances and the above exclusion or limitation may not
apply
11. TERM AND TERMINATION.
11.1. General. This Agreement shall become effective upon
execution by authorized representatives of both Quicket and
Customer (the “Effective Date”) and shall continue in effect until
the earlier of expiration or termination of this Agreement.
11.2 Termination for Cause. Either party may terminate this
Agreement (including any License granted therein), in the event
of a material breach of this Agreement by the other party that is
not cured within thirty (30) days after receipt of written notice from
the non-breaching party to the breaching party; provided,
however, that either party may terminate this Agreement
immediately, and without any opportunity to cure, in the event of
a breach of Section 8 of this Agreement.
11.3 Termination for Convenience. Either party may
terminate this Agreement for such party’s convenience and
without cause upon written notice to the other party at least one
hundred eighty (180) days prior to the end of the then current
Term. In such event, Quicket shall promptly refund to the
Customer any amounts paid in advance for the then current term
on a pro-rated basis.
11.4 Effect of Termination.
(a) Upon termination or expiration of this Agreement or
termination or expiration of a specific Schedule, Customer shall
make no further use of the affected Quicket Solutions Software
and Services or Equipment and shall within ten (10) days deliver
to Quicket or destroy the original and all copies of such Software
and return the affected Equipment to Quicket or make such
Equipment available for pick-up by Quicket. Customer may retain
a copy of any terminated or expired Software solely for archival
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alteration or destruction, and (ii) access Customer's computer
systems, if access is provided, only for the limited purpose of,
and only for that period of time necessary for, fulfilling its
obligations hereunder. Quicket shall maintain (a) a current
detailed disaster recovery and business continuity plan and (b)
written information security plan, which shall be provided to the
Customer prior to the execution of this Agreement; and Quicket
shall review and update or otherwise modify as industry-
standard practices require such plans not less than once a
calendar year during the Term. All updates or modifications to
the aforementioned plans shall be provided to the Customer
within seven (7) days of Quicket’s adoption of a final revision,
amendment or restatement of such plan. In compliance with
applicable law, but in no less than a commercially reasonable
time in accordance with the circumstances, Quicket shall
promptly inform Customer whenever it knows or reasonably
believes a security breach has compromised, or is likely to
compromise, Customer Data and will cooperate with Customer
in investigating such breach, including making available all
relevant records, logs, and files as reasonably requested by
Customer. In the event of any actual breach of data security and
unauthorized access to Customer Data, Quicket shall: (i)
immediately notify Customer within twenty-four (24) hours of the
identification of the breach of data security and (ii) provide a
Quicket point of contact, available to Customer by telephone,
text or email, with a response time of not more than two (2) hours
after delivery of the notice, until such time as the root cause of
the data security breach is identified and the vulnerability fixed.
All reasonable costs of providing notice to potentially affected
persons pertaining to the breach shall be paid for by the party
responsible for the vulnerability leading to the breach or
otherwise at fault for the breach. The parties shall consult and
mutually agree to the list of affected persons and content of any
such notices to be delivered to such affected persons; provided,
that, if the parties are unable to agree to the content of any
notice within a reasonable time after the notice of breach,
Customer may determine, in its sole discretion, the list of
persons to whom notice is to be sent and the content of such
notices. The costs of any remediation and repair to the data
security systems and procedures of either Quicket or Customer
shall be paid by the party at fault for the root cause of the data
security breach. Customers of the Quicket Solutions Software
and Services, including Customer, are responsible for ensuring
that the nature of the data collected, transmitted through and/or
stored in the Quicket Solutions Software and Services and
Customer’s use thereof shall comply with applicable laws. The
parties acknowledge that Customer is solely responsible for
populating and entering all Customer Data in the Quicket
Solutions Software and Services and Quicket has no control
over the integrity of the data collected and input through
Customer’s use of the Quicket Solutions Software and Services.
Customer shall have access to the Quicket Solutions Software
and Services in order to store, retrieve or export Customer Data;
and upon any termination or expiration of this Agreement,
Customer shall be entitled to the Customer Data Access Period
for the purpose of allowing Customer to complete a final export
of the Customer Data, and thereafter Quicket shall destroy all
electronic copies of Customer Data remaining in Quicket’s
possession, custody or control and purge any media that
previously housed the Customer Data. During the Term of this
Agreement and the Customer Data Access Period, Customer
will have access to Customer Data within the Quicket Solutions
Software and Services and will have the ability to download its
Customer Data at any time as part of the Quicket Solutions
Software and Services functionality. Quicket represents and
warrants that its collection, access, use, storage, disposal and
disclosure of Confidential Information does and will comply with
all applicable federal, state and local privacy and data protection
laws, as well as all other applicable regulations and directives.
(b) Quicket shall host the Quicket Solutions
Software and Services at a facility that meets the standards of
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each customer to the Confidential Information and data of the
other pursuant to the terms of the Data Sharing and Non-
Disclosure Agreement, and (iii) such other acts as may be
reasonably required on the part of Quicket to implement and
manage such arrangement, including any fees and expenses
associated with such Data Sharing and Non-Disclosure
Agreement.
9. WARRANTY; INDEMNITY; DISCLAIMERS.
9.1 Software and Services Performance Warranty.
Quicket warrants that for a period of one year following the
delivery of the Quicket Solutions Software (the “Warranty
Period”), the Software and the Quicket Solutions Software and
Services will perform in material conformity with all applicable
end user Documentation supplied by Quicket; provided, that the
Software and the Quicket Solutions Software and Services are
operated in accordance with the Documentation and that
Quicket receives a written claim from Customer under this
limited warranty within the Warranty Period (“Warranty”). In the
event of a breach of this Warranty, at Quicket’s election, it shall,
at no additional cost to the Customer: (a) replace or repair the
affected Quicket Solutions Software and Services so it performs
as warranted or, (b) if Quicket is not able to, or determines it is
not commercially feasible to repair or replace the same within a
reasonable period of time, terminate the License and Quicket
Solutions Software and Services and credit or (at Customer's
option) refund to Customer the unused, prepaid Quicket Solutions
Software and Services subscription fees paid hereunder on a pro-
rated basis based on the remaining period in the Term. This
Warranty does not apply if Customer or any third party changes
or modifies the Software without the written authorization of
Quicket or if the defect is caused by use of the Software with
third party software or hardware not supplied, supported,
recommended or approved by Quicket for use with the
Software. Customer will have access to all Documentation
related to the Quicket Solutions Software and Services as set
forth in the purchase order. The Documentation will describe
the functionality and capabilities of the Quicket Solutions
Software and Services including without limitation material
information required for installation, implementation and support
of the same.
9.2 Service Level Agreement. During the Term, the Quicket
Solutions Software and Services shall be available for use in
accordance with the Service Level Agreement (“SLA”), at
Appendix 5 attached hereto.
9.3 Professional Services Performance Warranty. Quicket
further warrants that Professional Services supplied hereunder,
or under any future SOW or Schedule, shall be supplied in a
professional and workman-like manner consistent with general
industry standards reasonably applicable to the Professional
Services to be provided. All personnel performing Professional
Services under this Agreement or any subsequent agreement
will be sufficiently trained and knowledgeable to perform the
services required, and shall meet any and all requirements
necessary to perform Professional Services that are to be
provided by Quicket to the Customer.
9.4 Title Warranty and Indemnity from Quicket. Quicket
represents and warrants that it has full legal power and authority
to grant the License, provide the Quicket Solutions Software and
Services, and (if applicable) the Professional Services
Deliverables under this Agreement and any subsequent
agreement to the Customer. If a claim is made or an action
brought that the Professional Services Deliverables, Software or
the Quicket Solutions Software and Services (or any component
thereof) infringes a third party Intellectual Property Right, then
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Software by Customer, authorized Users to whom it makes the
Software available, and shall not reproduce on any copies of
Software, and not cause or direct the removal of any titles,
trademarks, copyright and other proprietary or restrictive legends
or notices.
8.2 Customer Ownership. As between Quicket and Customer,
all devices (other than Equipment), Customer and other data
submitted to the Quicket Solutions Software and Services by
Customer (“Customer Data”) in the course of using the Quicket
Solutions Software and Services, is owned by Customer and shall
be considered by Quicket as Customer’s Confidential Information,
together with any related documentation, copies, modifications
and derivatives of the foregoing and all related Intellectual
Property rights in the foregoing. Unless it receives Customer's
prior written consent, Quicket will not access or use any
Customer Data other than as necessary to accomplish the
services to be provided by Quicket. There are no implied rights.
Quicket shall not (i) use, disclose or provide to any other person
any Customer Data or other related Customer documentation (or
any modifications or derivatives thereof) or any other confidential
or non-public information related to Customer or Customer’s
activities, (ii) attempt to or knowingly permit others to attempt to
alter, reverse engineer, disassemble, decompile, decipher or
otherwise decrypt or discover Customer Data or any Customer
Confidential Information, or (iii) modify any Customer Data without
prior express written consent from Customer. Quicket shall take
all commercially reasonable precautions to prevent unauthorized
or improper use or disclosure of the Customer Data by Quicket or
its employees.
8.3 Confidentiality.
(a) "Confidential Information" means non-
public information marked "confidential" or "proprietary", or that
otherwise should be understood by a reasonable person to be
confidential in nature, provided by a party or on its behalf to the
other party to this Agreement. All terms of this Agreement,
including but not limited to fees and expenses, are subject to
public disclosure pursuant to the Colorado Open Records Act
CRS §§ 24-72-200.1 (CORA). Customer Confidential
Information includes, but is not limited to, all Customer Data and
other related Customer documentation (or any modifications or
derivatives thereof) and any other confidential or non-public
information related to Customer’s activities. Quicket Confidential
Information includes, but is not limited to, the Software, Quicket-
owned Professional Services Deliverables, financial information,
product features, product roadmap and other non-public
information regarding Quicket’s business and products.
Confidential Information does not include any information which
is or becomes publicly available through no fault of the receiving
party; is independently developed by the receiving party without
use of the disclosing party’s confidential and/or non-public
information; or is rightfully obtained without restriction on
disclosure through a chain of parties not originating in the breach
of any obligation to the disclosing party.
(b) Each party agrees to: (i) use Confidential
Information of the other party only as permitted under this
Agreement or as requested or directed by a party to this
Agreement and (ii) protect the Confidential Information using
reasonable measures commensurate with those that the
receiving party employs for the protection of corresponding
sensitive information of its own, but in any event no less than
reasonable care. Without the other party's prior written consent,
each party may disclose Confidential Information to (A) its
employees who reasonably require access to such Confidential
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Equipment provided to Customer under the terms of
this Agreement.
4.
MAINTENANCE AND SUPPORT SERVICES;
UPDATES AND UPGRADES.
(a) Maintenance and support services are included in the
Quicket Solutions Software and Services subscription fees
and are provided in accordance with Quicket’s then current
Technical Support Policy which shall be made available on
the Quicket Customer Support portal. The current version
of the Quicket Solutions Technical Support Policy is
attached as Appendix 2 (the “Support Policy”). Such
Support Policy may be amended from time to time by prior
written notice (via e-mail, support portal notifications or
other available mass communication method, as reasonably
determined by Quicket) provided that the Support Policy will
not be amended or revised in any manner that results in any
material diminution of any maintenance or support during
the Term.
(b) Quicket will provide Updates and Upgrades to the
Quicket Solutions Software and Services, if and when they are
developed, tested and ready for delivery. Updates and
Upgrades will be provided without additional charge to the
Customer.
(c) Maintenance, repair and warranty service
obligations and procedures pertaining to Equipment are set
forth on Appendix 4.
(d) Notwithstanding anything to the contrary set forth
in this Agreement, Updates and Upgrades do not, and shall not
be deemed to include the provision of additional services,
programs, modules or other expansion of services beyond
those to which the Customer has subscribed. Any additional
services, programs, modules or other expansion of services
shall be included under this Agreement upon execution by the
parties of an amendment in accordance with Section 12.4
below.
5. PROFESSIONAL SERVICES. Quicket shall supply
Professional Services, as specified in a Schedule and/or a
statement of work (“SOW”). The terms for the provision of
Professional Services (if applicable) are outlined in Appendix 3.
Quicket may subcontract Professional Services to third parties,
with prior written notice to and the written consent of Customer,
provided that Quicket shall remain solely and exclusively
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can easily be auto- populated to a citation or
crash report.
2. The ability to use a magnetic reader or
scanner that will auto-populate
information into the report when
users are not connected to CAD or
have an internet connection.
Yes As stated above in the citation portion of
this document. Service Provider has several
different ways to auto populate information.
Some options are magnetic reader, scanner,
and OCR. All three options are available
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and RW420 models among others.
Yes Service Provider utilizes Zebra
Technologies with most of our deployments
throughout the US. Our most popular model
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