HomeMy WebLinkAbout2006 Resolution No. 047•
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RES OLUTION NO . ill
SERIES OF 2006
A RESOLUTION AUTHORIZING AN INTEGRATED PROCUREMENT AGREEMENT
WITH TELE-WORKS, INC . OF BLACKSBURG , VIRGINIA FOR THE PURCHASE AND
IMPLE.\.fENTATION OF AN E-MAIL SERVICES PLATFORM FOR WEB AND
TELEPHONY-BASED ELECTRONIC SERVICES AS A NEGOTIATED SOLE SOURCE
INSTEAD OF USING THE COMPETITIVE BID PROCESS UNDER SECTION 116 (b) OF
THE HOME RULE CHARTER AND SECTION 4-1-3 OF THE ENGLEWOOD MUNICIPAL
CODE2000 .
WHEREAS , the Englewood Ci1y Council adopted !he Strategic lnfonnalion Systems (SISP ) in
2002 , identifying !he goal of applying lcchnology 10 enhance citizen ii:fonnalion and
part icipv.ti'-'n , while improving City service deli very and efficien cy; and
WHEREA~. during !he replacement of critical busines s system s (e.g. Financial, Recreati on,
U1ilily Billing , Pennits , Mun icipal Coun, elc .), lhe Plan calls for selection oflcchnologics Iha!
fac ili1a:e on-line services , where appropriate; a sy stem has been selected Iha! includes lhc abilily
to integrate with on•linc services; and
WHEREAS , in !he 2006 MYCP, funds were approved for lhe purchase of an in1cgra1cd
Electronic Services plalfonn lo cs1ablish a base system for pro viding lnlcmct and Telephon e
based electronic services ; funds were also approved in !he 2005 MYCP and earned over 10 2006 ,
for implementation of the on•line Recreation Registration capability; and
WHEREAS ,'!" important objective oflhc Ci1y 's 1cchnology invcsnncnl p1 ogram has been to
sci a solid foundation for providing new on-line infonnalion and services lo Englewood 's wide
array of customers ; and
WHEREAS , in addition to general implementation and support services, lhc procurcmcnl
include s lhc following key clcmenls:
The c-Serviccs inlegralcd platfonn for providing infonnal io n from our systems in a web •
enabled or telephonc-bnscd fonnal , including special 1ext-10-s pecch software 1h01
facilitates lhe latter.
Special hardware interfaces lo our applications and telephone systems .
A secure ePaymenl module fo r processing financial ll'lll 1c1inns .
A "FintResponder" module lo be used for automated "outcalli ng" lo customers fo i
special announcements (e .g. cancellation of Recreation events due to inclement weather,
Cle.).
And. ·•~• customer-facing application 10 make ii possible lo register, review and pay for
Englewood Rccrcalion classes over lhc lntcmet or by telephone .
WHEREAS, Staff has affirmed through product research and in1erac1ion wilh numerous olhcr
Colorado cities and counties !hat !he cScrvices products and services offered by Tele-Works, Inc .
i:re unique in !he marketplace wilh respect lo lhc Cily's eServices technology and operating
needs; and
WHEREAS , Section 116 (b) oflhe Englewood Home Ruic Charter and Section 4-1-3 -1,
Englewood Municipal Code 2000, allow conll'aets for public works or improvements 10 be
negotiated , provided that con1rac1s for which no compelilive bids have been requested hove been
approved by resolution which shall declare the reason for exception to the competitive bidding
requirement;
NOW , THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD , COLORADO, THAT :
~-The Englewood Information Technology Depanmenl is hereby authorized 10
purchase and implement an e-Services platform for web and telephone-base d electronic services
from Tele-Works, Inc . in the amount of SI 10,000.00, in lieu of the competitive bid process as
allowed by Section 116 (b) of the Englewood Home Rule Chaner and Section 4-1-3-1 ,
Englewood Municipal Code 2000 .
~-The City Manager is hereby authorized 10 enter into an in1egra1ed Procurement
Agreement with Tele-Works , Inc . for the purchase and implemen1a1ion ofan e-Services platform
for web and telephony-based electronic services , attached hereto as Exhibit A.
ADOPTED AND APPROVED this I" of May, 2006 .
I, Loucrishia A. Ellis, City Clerk for the City ofEnglew
above is a true copy of Resolution No . ::\::1_, Series of 2006
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SYSTEM PROCUREMENT AGREEMENT
SYSTEM PROCUREMENT AGREEMENT (the "Agreement"), dated
➔~-~-'----• 2006 (the "Effective Date"), is between Tele-Works, Inc ., a Virginia
Corpora n ("Vendor"), and THE CITY OF ENGLEWOOD, COLORADO, a Co lorado
municipal corporation ("City"). City and Vendor ma y be referred to individually as a "Party" and
collectively as the "Parties".
WIT N ES S ETH:
WHEREAS , City wishes to obtain a web voice re spon se web-application system (as
further described , .. this Ag reement , the "System") for use by City in its municipal operations;
WHEREAS, Vendor is in th e busin ess of providing, installing , implementing and
supporting web voice respon se web-app lication systems ;
WHEREAS, City has considered Vendor's proposa l regarding the implementation of a
web voice response web-app lication system which will sa ti sfy City's requirement s as se t forth
herein; and
WHEREAS, as a sole source procurem ent , City has selected Vendor to provid e, in stall ,
implement and support a web voice response web-app li cation sys tem for City;
NOW, THEREFORE, in co nsid eration of the mutual promise s contained herein, and
other good and valuable consideration recei ved and to be received , Vendor and City agree as
follows:
ARTICLE I, AGREEMENT, TERM, AND DEFINITIONS
I.I Agreement and Term. The Parties agree that the terms and conditions of this
Agreement apply to the purchase and sale of the System and the provision of Services to City by
Vendor. The term of this Agreement commences on the Effective Date and the Agreement shall
continue to be in effect until terminated by either Party as set forth in this Agreement; provided,
however, that the li censes granted to City by Vendor for the Vendor Software are perpetual
unless terminated as provided for in this Agreement.
1.2 Certain Definitions. The following definitions apply to this Agreement:
(a) "Acceptance Date" means the date on which the System is accepted by
City, as indicated by execution of the Certificate of Completion .
(b) "Acceptance Tests Specifications" means the specifications set forth in the
Statement of Work for determining if the System satisfies the Acceptance Tests .
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(c) "Acceptance Tests" means the manner and me ans of acceptance testing of
the System and the Services, as descr ibed in the Statement of Work .
(d) "A pplica ble Law s" means all laws, ordinan ces, rules, regulations, orders,
interpretations, requirements, sta nda rds , co des, resolutions, li censes, pennits, judgments,
decrees , injunctions , writs and orde rs of any court, arbitrator, or governmenta l (fede ra l, nat io nal ,
state , muni ci pal , loca l or other, having jurisdiction over a Party ~nd the location where a
particular clement of the Services is pe rfo nncd or where any pan of the Equipment is situated)
agen cy, bo dy, instrumentality or authority that are applic ab le to any or all of the Panics, the Site,
the Services or the tenns of this Agreement, including all en vironmental and hazardous materials
laws which are applicable to the Site or the Equipment and which are at any time applic able to
perfom1ing the Services .
(c) "Certific ate of Completion" means a wri tten certifica te , signed by
auth orized represen tativ es of Ci ty and Ve ndor, stating th at (I) th e System has bee n complet ely
delivered, asse mbl ed, installed, and te sted at the Site in accordance with this Agreement, (2) as
so assembled an d in sta lled, the System meets the Acceptance Te sts, and (3) the System co nfom1s
in all materi al resp ec ts to the Specifications.
(t) "Defect" means any failure of the System to operate in materi al
confonnity with th e Specifications .
(g) "Documentation" means user guides, operating manual s, educati on •
materials , product descriptions and spec ificat io ns, tec!mi ca l manuals , supporting materials , and
other infonn ation relating to th e System or used in conjunction with the Services , whether
distributed in print , mag netic , electron ic, or video fo nnat , in effect as of th e date (I) the Sys tem
is accepted by Cit y, or (2) the Service is provided to City.
(h) "E mplo yee" mean s those employees, agent s, sub co ntra ctors, consultants,
and repre sentatives of Vendor pro vid ed or to be prov ided by Ve nd or to perfonn Service s
pursuant to th is Agreement.
(i) "Equ ipment " co llectively means all it ems sci forth in Schedule I .2(i) to
this Agreement, and all other items , parts , components and materi als nec essa ry for the
manu fac tu re, supply and insta11ation of the System, all of whi ch are to be S'Jpp lied by Vendor
und er this Agreement.
(j) "Serv ices" includes, but is not limited to , installation, integr Aion,
education, acceptance testin g, support, maintenanc e, development, warranty, and tim, 1nd
materials services, prov ided or to be provided by V cndor pu rs uant to this Agreement.
(k) "Site" means 1000 Englewood Parkway, Englewood, Colorado 80 I I 0.
(I) "Site Support Requirements" means the criteria and schedule for
preparation of the Site for the System , as set forth in Schedule 1.2(1). •
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(m) "Source Code" of the Vendor Software means the Ve'.ld or Software
written in programming languager, including all comments and procedural code, such as job
control language statements, in a fonn intelligible to trained programmers and capable of being
translated into object code for operation on computer equipment through assembly or compiling,
and accompanied by documentation, including llow charts, schematics , statements of principles
of operations, and architecture standards, describing the data nows, data structures, and control
logic of the Vendor Software in sufficient detail lo enable a trained programmer through study of
such do,;umentation to maintain and/or modify the Vendor Software without undue
experime ntation .
(n) "Specifications " means the functional, perfonnance, operational,
compatibility, and other specifications or characteristics of the System described in this
Agreement, the Statement of Work, the applicable Documentation and such other specifications
or characteristics of the System agreed upon in writing by the parties .
(o) "Statement of Work" means the schedule for delivery , implementation and
testing of the System and the perfonnance of the Services, attached hereto as Schedule 1.2(o).
(p) "System" means the Equipment , integrated with the Vendor Software and
Third Party Software, to meet the Specifications .
(q) "Third !·arty Software" means th, software described on Schedule 1.2(q)
hereto and designated as "'!'bird Party Software".
(r) "Vendor Software" means the computer programs, in object code fonn ,
provided or to be provided by Vendor pursuant to this Agreement, and specifically set out in
Schedule 1.2(r) and designated as "Vendor Software", lo this Agreement. The definition of
Vendor Software also includes any Correctio11s, Improvements, Updates, releases, or other
changes to Vendor Software which ore provided or to be provided as part of Vendor's
performance of warranty Service obligations or pre-paid support Services pursuant to this
Agreement.
(s) "Warranty Period" means a period of one C:) year from the Acceptance
Date, as indicated by the date of execution of the Certificate of Completion by both Parties .
ARTICLE II. SCOPE OF WORK
2.1 Scope of Work. Vendor shall supply the System, Documentation and Services,
ell in accordance with the terms oflhis Agreement and the Specifications , within the time frames
specified in the Statement of Work .
2.2 Acceptance Testing. Following installation of the System by Vendor at the Site,
Vendor shall conduct the Acceptance Tests in order lo confinn that the System, as assembled and
installed at the Sile, satisfies the Acceptance Test Specifications in all material respects . Vendor
shall give City notice of tho Acceptance Tests at least ten (10) days before such tests arc
scheduled to commence, and City may permit any City personnel to observe the Acceptance
Tests and verify the results thereof. If, in the discretion of Ci ty , the System does not meet the
requirements of the Acceptance Test Specifications, the city will provide Vendor with written
notification of the 11reas of non-compliance ("Notification of Non-Compliance"), nnd provide the Vendor
the opponunity to improve, repair, or replace the System so th.o.t the same meets the Acceptance Test
Specifications in all material respects, all at no additional expen se to the City. The Vendor shall promptly
(wi th in S business days) respond to the Notification of Non-Compliance with a written change response
describing the corrections to be made to th e System to remedy the areas of non-compliance. Upon suc h
corrections. Vendor shall rc-inslall the System and conduct Acceptance Testing as defined in this Section .
If Vendor is unable to correct the System after re asonab le opponunity, the City will return the System to
the Vendor at Vendor's expense and without liability to the City , and any amounts paid by City for the
System shall be promptly refunded by Vendor to City. Ur;on satisfactory co mpletion of th e
Acceptance Tests, Vendor and City shall execute a Certificate of Completion.
2.3 Acceptance. City sha ll be deemed to have accepted the System only upon City's
execution and deli very of the Certificate of Completion. Ar.ce ptance of the System does not
waive any warranty or other rights provided in this Agreement fo r the System or Services.
2.4 Inspection. Payment for any part or parts of th ~ System provided hereunder, or
inspection or testing thereof by Cit y, shall not co nstitute acceptance or relieve Ve'1dor of its
ob ligati ons und er this Agreement. City may inspect the components of the System when
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delivered and reject upon notification to Vendor any and all the System which docs not conform •
to the Specifications or other requirements of this Agreement. Components of th e System which
are rejected sha ll be promptly correc ted , repaired, or replaced by Vendor in accordance wi th
Vendor's warranty obli~1tions under Article Vlll , such th at the System conforms to the
Specifications and the other requirements of this Agreement. If City receives components of the
System with defects or non-confom1ities not re aso nably apparent on inspection, then City
reserves the right to require prompt correction, repair, or replacement by Vendor in accordance
with Vendor's warranty obligations under Article Vlll following the di scovery of such defect or
nonconformity .
2.5 City Obligations. Except as expressly set forth in this Agreement, Vendor shall
not assume or plan that any sig nificant leve l of resources from Ci ty shall be dedicated lo any of
the activities to be perfonned und er this Agreement. City, at its ex pen se , agrees to prepare the
Site in accordance with the applicable Site Support Requirements. Vendor agrees to provide to
City, at no additional charge, reasonable consultation and assistance regarding Site planning and
preparation as may be necessary to enable City to prepare the Site as specified in the Site
Support Requirements. An authorized Vendor site preparation engineer will remotely review the
prerequisites for the Site prior to delivery and installation of the System at the Site , in order to
confirm that the Site has been prepared by City in accordance with the Site Support
Requirements . If Vendor's site preparation engineer find s that the Site has not been so prepared,
Vendo r will notify City in writing in what respects the Site fails ,o conform to tho Site Support
Requirements . City will promptly correct any non-conformity. Vendor shall be responsible for
all costs an d expenses att ributable to alterations or modifications to the Site necessitated by •
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incomplete or erroneous Site Support Requirements or advice provided to City by Vendor, unless
such advice was reasonable and appropriate al the time ii was given .
2.6 ProblemN, Vendor agrees to notify City prumplly of any factor , occurrence, or
event coming 10 its anention Iha! may affect Vendor's ability to meet the requirements of the
Agree1 ,1en1, or that is likely to occasion any mate rial delay in completion of the projects
contemplated by this Agreement. Such notice shall be given in the event of any loss or
reassignment of key employees, threat of strike, or major equipment failure .
2. 7 Time of Performance, Time is expressly made of the essence with respect lo
each and every term and pro vi sion of this Agreement.
2.8 Performance Bond. A performance bond, in a form and issued by a surety
acceptable lo City, in the amount of 100% of the contract price is a requirement of this
Agreement.
ARTICLE Ill. EQUIPMENT
3.1 Shipment of Equipment. Ve ndor shall ship the Equipment in such manner so as
to assure the delivery of the Equipment 10 th e Site on or before the delivery date specified in the
Statement of Work (the "Delivery Dale"). Upon noti ce lo Vendor delivered at least ten (10) days
prior lo the Delivery Date , City may dela y the shipment of the Equipment for a period of up to
ninety (90) days. In the event City so notifies Vendor, the Equipment shall be stored by Vendor
until Cit y designates a new Delivery Date. The Equipment shall be shipped by Vendor Carriage
and Insurance Paid (CIP under INCOTERMS 2000) so that the Equipment will be delivered by
the Delivery Date to the Site . For the purposes oflhis Agreement, delivery of the System shall be
deem ~d lo have occurred when the last of the hardware components of the Sys tem (provided
such co mponents conform lo the Specifications and requirements of this Agreement) has been
delivered to the Site as evidenced by a bill of lading signed by the carrier ("Delivery"); provided
that Delivery shall not have occurred if any Equipment not delivered delays the installation and
safe operation of the System . Except as otherwise specifically agreed upon by City in writing,
City shall not be required lo accept early shipment of any Equipment if such shipment would
result in delivery of any p011ion of such Equipment earlier than ten {I 0) days prior 10 the
Delivery Date for such Equipment.
3.2 Risk of Loss. Vendor shall ret ai n all risk of loss or damage to the Equipment
until the Equipment is delivered to the Site. Risk of loss or damage to the Equipment shall pass
to and vest in City upon arrival of the Equipment at the Sile . City shall be responsible for all risk
of physical loss or damage fu th,: S•~lem (except loss or damage due to the fault or negligen ce of
V cndor), following delivery of ,he ~ystem to a secure location provided by City at the Site .
3.3 Passa 6e of Title. Title to the Equipment shall vest in City on the Acceptance
Dale, and Vendor shall pro rr plly execute and deliver to City written documentation which shall
be effective lo confirm in Cit y good and marketable title to the Equipment being purchased, free
and clear of all obligations, mortgages, liens, pledges, custodianship, security interests , or any
other encumbrances, claims , or charges of any kind whatsoever .
ARTICLE IV . VENDOR SOFTWARE
4.l Grant of License.
(a) Vendor grants City and City has a nonexclusive , irrevocable, fully paid,
royally-free , perpetual license to use , execute , store . reproduce, modify , create derivative works
of, publicly perform and publicly display, by all means now known or later developed, the
Vendor Software, in accordance with the terms and conditions of this Agreement, on behalf of
City (a "License"), in connection with City 's use of the System . City may relocate the Vendor
Software onto any hardware or equipment which City may at any time acquire to replac~ or
upgrade the Equipment. The foregoing License permits City to create, and to engage third
parties to create on City's behalf, derivative works of the Vendor Software as may be necessary
to modify, maintain , support and update th e Vendor Software .
(b) City may make two (2) archival copies of the Vendor Software, plus as
many copies of both the client and se1ver components of the Vendor Software as are neces sary
and proper under the normal back-up procedures which are utilized by City.
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(c) Any License granted under this Agreement permits City to con ~urrently •
(I) use the Vendor Software in a production environment and performing disas ter recovery,
disaster testing, and backup as City deems necessary, (2) use the Vendor Software in a test
environment and (3) use , copy and modify Documentation for the purpose of creating and using
training materials relating to the System and the Vendor Software . Access to and use of the
System and the Vendor Software by independent contractors of City shall be con sidered
authorized use under this Artic le IV .
(d) Vendor shall provide to City a complete set of the standard file transfer
in terfaces and database formats for the Vendor Software, and City shall have a license to use
such materials for purposes of developing interfaces to other City database and compuler
systems, as well as to any third party software that may be licensed by City.
4.2 Ownership of Vendor Sortware and Modifications. The Vendor Software shall
be and remain the property of Vendor or third parties which have granted Vendor the right to
license the Vendor Software and City shall have no rights or interests therein except as set forth
in thi s Agreement. City shall be entitled to modify the Vendor Software and to develop software
derivative of or interfacing with the Vendor Software. All modifications of and soft, sre
derivative of the Vendor Software developed by City shall be and remain the property of City,
and Vendor shall hav e no rights or interests therein .
4.3 Proprietary Markings. City shall not remove or destroy any proprietary
markings or proprietary legends placed upon or contained within the Vendor Software . •
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4,4 Duplication or Documentation, City may duplicate Documentation, at 110
additional charge, for City's use so long as all required proprietary markings are retained on all
duplicated copies.
4.5 Non-Disclosure , During the term or a License, except as may be required by the
Colorado Open Records Act, CRS Section 24-72-101 et. seq ., City will treat the Vendor
Software and Documentation as the confidential and proprietary information of Vendor. The
panics agree that this Agreement and any attachments hereto , are public records and are subject
to disclosure , The foregoing provisions shall not ap ply to Vendor Software or Documentation, or
any ponion thereof, which is (I) already known by City without an obligation of confidentiality,
(2) publicly known or becomes publi cly known through no unauthorized act of City, (3)
rightfully received from a third party without obligation of confidentiality, (4) disclosed without
5imilar restrictions by Vendor to a third party, (5) approved by Vendor for disclosure, or (6)
required lo be disclosed pursuant lo a requirement of a governmental agency or law. II will not
be a violation of this Section if City provides access lo and the use of the Vendor Software to
independent contractors providing services to City so long as City secures execution by such
third panics of a conlidenti •lity agreement as would normally be required by City.
4.6 Provision of Source Code. City's ability lo utilize adequately Vendor Software
will be seriously jeopardized if Vendor fails to maintain or suppon such Vendor Software unless
complete Source Code for the Vendor Software and related Pocumentalion is made available to
City for City's use in satisfying City's maintenan ce an~ suppon requirements . Therefore ,
Vendor agrees that if an "Event of Default" occurs, then Vendor shall promptly provide to City
one copy of the mos t current version of the Source Code for the affected Vendor Software and
associated Documentation in accordance with the following :
(a) An Event of Default shall be deemed to have occurred if Vendo r: (I)
ce ases to market or make available maintenance or suppon Services for the Vendor Software
during a pe,iod in which City is entitled to receive or lo purchase, or is receiving or purchasing,
such maintenance and suppon and Vendor has not promptly cured such failure despite City's
demand that V cndor make available or perform such maintenance and suppon, (2) becomes
insolvent, executes an assignment for the benefit of creditors, or becomes subject to bankruptcy
or receivership proceedings, (3) ceases business operations generally or (4) has transferred all or
substantially all of its assets or obligations set fonh in this Agreement lo a third party which has
not assumed all of the obligations of Vendor set fonh in this Agreement .
(b) Vendor .,,I( promptly and co ntinuously update and supp lement the Source
Code as necessary with all Corrections, Improvements , Updates, releases, or other cha nges
developed for the Vendor Software and Documentation . Such Source Code shall be in a form
suitable for reproduction and use by computer and photocopy equipment, and shall consist of a
full source language statement of the program or programs comprising the Vendor Software and
complete program maintenance Documentation which comprise the pre-coding detail design
specifications , and all other material necessary to allow a reasonably skilled programmer or
analyst to maintain and enhance the Vendor Software without the assistance of Vendor or
reference to any other materials .
(c) The governing License for the Vendor Software includes the ri11ht to use
Source Code received under this Section as necessary to modify, maintain, and update the
Vendor Software .
(d) Upon request by City, Vendor will deposit in escrow with an escrow agent
acceptable to City and pursuant to a mutually ac ceptable escrow agreement supplemental to this
Agreement, a copy of the Source Code which corresponds to the most current version of the
Vendor Software in use by City. City shall pay all fees of the escrow agent for services
provided . If Vendor currently maintains or enters into an escrow agreement for the Source Code
for the Vendor Software for the benefit of other customers of Vendor, then Vendor shall provide
to City a current copy of such escrow agreement within ten (JO) days of City's request and if
such existing escrow agreement is acceptable to City, Vendor shall include City as a thi rd party
beneficiary of such esc row agreement at no charge to City. In such case, the existin G fS crow
agreement shall be considered a supplemental agreement to this Agre:ment. If such <itisli ng
escrow agreement is not acceptahie to City, and City and Vendor elect not to tnte, ;nto a st:parate
escrow agreement, City and Vendor shall enter into an amendment to su.;h · ·.ing escrow
agreement which provides mutually acceptable terms and conditions ; at a minimu ,.,, such terms
and conditions shall allow City to conduct an audit of, or sh all require that th o ~,rfQ'I' agent
conduct an audit of, the copy of Sou rc e Code in escrow to ensure that such c-'.llJY ::i eets the
requirements established in thi s Sectio n. Vendor's entry into, or failure to enter into, an
agreement with an escrow agent or to deposit the described materials in escrow shall not relieve
Vendor of its obligations to City described in this Section .
(e) If, as a result of an Event of Default, Vendor fails to provide required
support Services, then any periodic license fee which City is required to pay under this
Agreement for Vendor Software shall be reduced to reflect such lack of support Services . At
such time as Vendor commenc:s offering the support Services described in this Agreement for
Vendor Software, City may obtain such support Services as provided for elsewhere in this
Agreement.
4.7 Rights in Bankruptcy. Ve:idor acknowledges that the grant of license is made,
and the Agreement is entered into, in conl<:mplation of the applicability of §365(n) of the U.S.
Bankruptcy Code .
ARTICLE V. THIRD PARTY SOFfWARE AND EQUIPMENT
5.1 Procurement or Third Party Software, In consideration of the payment of the
Contract Price, Vendor shall procure , on City's behalf, the Third Party Sottware, pursuant to and
in accordance with the license and maintenance agreements attached hereto as Schedule 5. I.
City shall execute and deliver the license and maintenance av.:cme,ts for the Third Party
Software . City shall comply with the terms and conditions or r.uch agreements, provided that
Vendor may serve as City's agent for purposes of obtaining and implementing the items and
service~ contemplated by such agreements.
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5,2 Third Party Warranties and Guarantees. Vendor shall obtain from ,11
suppliers of the Equipment and the Third Party Software , ,.ii standard guarantees and warranties
normally provided on all machinr.ry, equipment , serviceu, materials, supplie s and other items
used in connection with the perfomiance of the Scn,i ces, inc lud ing all su r.h machinery,
equipment, materials and other items which are incorpor .,ted into the System . Vendor shall
obtain from each such supplier guarantees and warranties whkh urc assignable to City and which
cover the Warranty Period and shall, upon request of City, obta in an option for City 10 purchase
a guarantee or warranty from such suppliers covering a longer period than the Warranty Period if
commerdally available at City's expense . Vendor shall enforce all guarantees and warranties
until such time as such guarantees or warranties expire or arc, if applicable, transferred to City as
contemplated by th is Section 5.2. Such guarantees and warranties sha ll , to the extent they have
been made assignable , be transferred to City upon expiration or termination of this Agreement.
Such guarantees and warranties shall. to the extent they have been extended, be transfe rred to
City upon the earlier lo occur of ( I} the expiration of the Warranty Period, and (2) tcrrnin v •an of
this Agreement. Vendor shall, to rite extent that a warranty or guaranty has been extr ~d~d or
made assignable lo City pursuant to this Sectio n 5.2 , deliver to City copies of all such go1,ante ~,
and warra ntie s and relevant extracts from all related technical specifications . Noth · ng in thi s
Section 5.2 shall derogate from the obligations of Vendor to provide the guarant t es and
warranties described in, and lo comply with the provisions of, Article VIII .
ARTICLE VI. ALTERATIONS AND CANCELLATION
6.1 Alterations and Changes , Chnngcs nnd alterations in the plans or quantities, or
details of installation of the System may be necessnry or desirable during the course of
performance under this Agreement. City reserves the right, without impairing Vendor, to require
additional Services, to omit, cancel or eliminate Agreemen t items, to alter details of installation,
and to make other changes and alterations as necessary or desirabl e, in City 's judgment , to
satisfactorily complete the project contemplated by thi s Agreement. Vendor shall perform sud
changed, additional, incr«scd, decreased , varied or altered Services as part of the Services to be
performed under this Ay,n,ement upon written notice to lhat effect from City, and perforrnan ,,e
the reof shall not invalidate this Agreement. If the character of the Services or the unit cc;sts
thereof are changed as a result of a change request by Ci ty , compensation for such Service ~ will
be made on such bw;ls as may have been agreed to in writing in advance of the perforniancc of
such additional or revised Services , or in the case no such agreement have been made, a fair and
equitable allowance shall be made witl1 respect to compensatio n du e Vendor. Ex"cpt as may be
otherwise provided in this Agreement, no payment for extras will be made unless such extra , and
the compensation to be paid therefor have been authorized in writing by the City Project
Manager.
ARTICLE VII, SERVICES
7.1 Data Conversion. Within the time frames csu.blished in the Statement of Work,
Vendor shall provide the data conversion assistance described in the Statement of Work.
7.2 Education Services, Within the time frames set forth in the Statement of Work,
Vendor shall provi~e the end user and systems admin istrator training in accordance with the
provisions sci forth the Statement of Work .
7.3 Interface Development. Within the time frames set forth in the Statement of
Work . Vendor shall develop and install the software interfaces set forth in the Statement of
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·, .. , Development Services . All development Services to be provided by Vendor
pursua~. ,,, this Agreement shall be subject to the tenns and conditions set forth in Schedule 7.4 .
7.5 Support Services. The support Services sel forth below for the System sha ll be
?TOVided by V1;ndor to City during the Warranty Period al no charge to Cily. Thereafter, such
support Services shall be provided by Vendor , up on City's request, for either a fixed or open•
ended lerrn , at the applicable Charges set forth in the Statement of Work . Vendor agrees to
provide support services for the Vendor Software for a period of not less than four (4) years from
the expiration of the Warranty Period . City may disco ntinue such support Serv!r.es at any time
by providing thirty (30) days' advance wrillen notice 10 Vendor . If such support Services were
provided by Vendor for an open•ended term , Cit y shall promptly receive a refund r.t' pre•paid
support Charges which reflects the amount for discontinued support Services after lhe effective
date of lhe notice .
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(a) Maintenance for the Equipment shall be provided by V cndor in •
accordance wi th lhe provision set forth in Schedule 7.S(a) to this Agreement.
(b) Vendor shall promptly notify City of any Defects in the System or
Documentation which c·1use it to deviate from the Specifications of which Vendor becomes
aware from any source .~d sha ll promptly provide to Cily modified versions of Vendor Software
or Documentation whi ch incorporate corrections of any Defects ("Corrections"). Vendor shall
also provide to City all operational and support assistance necessary to cause Vendor Software to
perfonn in accor~•nce with its Specifications and remedial support designed to provide a by•pass
or temporary fix to a Defee! as provided in Schedule 7.S(b).
(c) Vendor shall provide to City all upgrades, modifications, improvements ,
enhancements, extensions , and other changes to Vendor Software developed by Vendor
("Improvements") and all updates to the Vendor Software necessary to cause th e Vendor
Soflwaoe to operate under new versions or releases of lhe Vendor Software's current operating
system(s) ("Updates") which are generally made available to other customers of Vendor as part
of Vendor's standard maintenance program.
(d) Vendor shall provide to City any oevisions to the existing Documentation
developed for the System and the Vendor Software or necessary to reflect all Corrections,
Improvements, or Updates.
7.6 Time and Material Services.
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(a) City may issue to Vendor written purchase orders identifying additional
Services City desires to obtain from Vendor . Each purchase order may include other terms and
conditions applicable to the Servic es ordered; such other tem,s shall be consistent with the terms
and conditions of this Agreement, or shall be necessary to place a purchase order, such as: (I) a
pri ce and mile stone payment schedule, (2) a project performance schedule , including the
appropriate work steps and phases, (3) specifications or characteristics of the developed products
or Services to be performed, and (4) fun ctional and detailed design specifications, and (5)
acce ptance criteria for the deliverables .
(b) Vendor shall promptly acc ept purchase orders by providing to City a
written or an oral acceptance of such purchase order, or by commencing performance pursuant to
such purcha se order . Vendor shall accept purchase orders which do not establish new or
conflicting terms and conditions from tho se set fonh in this Agreement. Vendor shall also accept
purchase orders incorporating temlS and conditions which have been separately agreed upon in
writing by the panics.
(c) Vendor may reject a pu rchase order for Services or any alteration to a
purchase order for Services which increas es the Services required or ad vances the delivery date
for said Services provided a Statement of Work has not previously been agreed to by the panics .
(d) Vendor may reject a purchase o,-1er which does not meet the condition s
described in subsection (b) or (c) above ry promptly providing to City a written explanation of
the reasons for such rejection. Vendor shall accept an alteration to th e originally iss ued purchase
order if such alteration remedies th e item s set fonh in Vendor's written rejection .
(e) City may issue an altera tion to a purcha se order in order to , without
limitation, (I) change a location for delivery, (2) modify th e quantity or type of Services to be
delivered or performed, (3) implement any change or modification as required by or permitted in
this Agreement, or ( 4) correct typographical or clerical errors.
7,7 Services In General. In connection with the performance of any Services
pursuant to this Agreement:
(a) Unless a specific number of Employees is set fonh in the governing
purchase order, Vendor warrants it will provide sufficient Employees to complete the Services
ordered within the app i,·able time frames established pursuant to this Agreement or as set fonh
in a purchase order. Funhermore, Vendor shall, at its expense, supply all tools, equipment and
other materials necessary to perform the Services co·.1 templated in this Agreement.
(b) Vendor warrants that Employees shall have sufficient skill, knowledge,
and training to perform Services and that the Services shall be performed in a professional and
workmanlike manner .
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(c) Employees performing Services in the United States must be United States
citizens or lawfully admitted in the United States for pcnnanent residence or lawfully admitted in
the United States holding a visa authorizing the perfom,ance of Services on behalf of V cndor.
Vendor shall nol discriminate .against any Employee, applicant for employment, or any member
of the publi c because of race, color, religion, sex , national ori gin or any other class protected by
federal, slate or local employment discrimination laws . Vendor shall adhere 10 affim,ativc action
guide lines in selecting employees and shall ensure that employees arc treated equally during
employment, without regard to their race, color, religion, sex, national origin or any other class
proleclcd by federal , state or local employmcnl discrimination laws . Such action shall include ,
but nol be limited to , the following : employment, upgrad ing, demotion, transfer, recruitmcn~
advertising, layoff or tcm,ination, rate s of pay or oth er fom,s of compensation and selection for
training, including apprenticeship .
(d) Vendor warrants that all Employees utilized by Vendor in perfom,ing
Services arc under a written obligali c1n to V cndor requiring the Employee to maintain the
confidentiality of infom,ation of City.
(e) •~nd or shall require Employees providing Services at a Ci ty location to
co mp ly with applicable City security and safety regulations and policies . City may require each
Eta ploycc provid ing Servi ces to undergo a back ground investi gation , including , but not limited
:o a criminal rr.cords and li r,gerprint check . Vendor shall promptly replace any Em ployee found
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to b: 11 a,eep.a ble to City, in its discretion , on the basis of the result ; of a background •
invc s!; got to ,
(I) Vend or shall provid e for and pay the compensation of Employees and
s11•1l JY all tax es. con tributions, and benefits (s uch as, but not limited to , worhrs'
c .,rrpcnsation bcne ins) which an employer is requited to pay relating to the cmpluymcnt of
employees . City shall not be liabl e to Vendor or to any Employee fo r Vendor 's failure to perfom,
its compensation, benefit, or tax obligations . Vendor shall indemnify, defend and hold City
ham,less from and against all such taxes, contributions and benefits and will comply with all
associated governmental regulations, including the filing of all necessary reports and returns .
(g) During the course ofperfom,ancc of Services , City may, for any reason ,
request replacement of an Employee or a proposed Employee. In such evrc,i , Vendor shall ,
within five (5) working days of receipt of such request frorr City, provide a suhstitutc Employee
of sufficient skill, knowledge, and training lo perfom, the applicable Services . lf, within the first
thirty (30) days after an Employee 's commencement of Services, City notifies Vendor (I) such
Employee 's level of perfonnancc is unacceptable, (2) such Employee has failed to perfom, as
required , or (3) such Employee, in City's sole opinion , lacks the skill, knowledge or training to
perfom, at the required lcvd, then City shall not be required to pay for Services provided by such
Employee during such period and Vendor shall refund to City all amounts paid for such
Employee's Services . If City r.:qucsts replacement of an Employee for the above-referenced
reasons after such thirty (30) day time period, or at any time for a reason other than the reasons
indicated above , City shall not be required to pay for, and shall be entitled to a refund of, any
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sums paid to Vendor for such Employee's Services after the date of City's requested replacement
of such Employee.
(h) Vendor shall establish and shall retain, for a period of three (3) years
fo llowing the performance of time and materials Ser .-ices, records which adequately substantiate
the applicability and accuracy of Charges for such Services and related expenses to City. Upon
receipt of reasonable advance notice from City, Vendor shall produce such records for audit by
City.
(i) Vendor and City each agree lo appoint a qua lified staff member or
members, at no add itional charge, to function as overall Project Manager(s). The Vendor Project
Manager and the City Project Manager will ac t as the principal points of interface between the
Parties .
7.8 P•rmlts. Vendor shall at its own expense secure any and all licenses, permits or
certificates tha• ,ay be required by any federal, sta te or local statute, ordinance or regulation for
the perform, . , of the Services under the Agreement. Vendor shall also comply with the
provisions or' all Applicable Laws in performing the Services under the Agreement. At its own
expense and at no cost to City, Vendor shall make any change, alteration or modification that
may be necessary to comply with any Applicab le Laws that Vendor failed to r.omply with at the
time of performance of the Services .
7.9 Audit Rights. Vendor shall provide such employees and independent auditors
and inspectors as City may designate with reasonable access to all sites from which Services are
performed for the purposes of performing audits or inspecti ons of Vendor 's operations and
compliance with this Agreement. Vendor shall provide such auditors and inspectors any
reasonable assistan ce that they may require. Such aud its s!iall be conducted in such a way so that
the Services or services to any other customer c.fVendor are not impacted adversely.
ARTICLE VIII . WARRANTIES, INDEMNITIES, AND LIABILITIES
8.1 Warranty , Ven dor represents and warra:,t s that:
(a) Vendor has full right and authority to perfotm its ob lig ations under this
Agreement.
(b) Neither Vendor nor any director, employee or agent of Vendor or its
subcontractors or vendors shall, without prior written notification thereof to City, enter into any
business relationship with any employee or agent of Ci ty unless such person is acting for and on
behalfofCity.
(c) The Equipment, at the Acceptance Datr., will ho new and free from
Defects in material and workmanship
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(d) City shall obtain good and marketable title to the Equipment, free frum
any lien or encumbrance.
(e) City shall be entitled to use th e System without disturbance .
(f) No portion of the Vendor Software contains, al the time of delivery, any
11 back door," 11 time bomb," "Trojan horsei" \,wo r,,1 .'1 "drop dead device," "virus ," or other
computer software routines or hardware compoa onts designed to (1) pcnnit access or use of
either the System or City's computer system s by Ve ndor or a th1 :d party not authorized by this
Agreement, (2) disable , damage or era se the System or data , or 13) perfonn any other suc h
uctions.
(g) The System and the design thereof shall not contain preprogrammed
pre ve ntative routin es or similar devices which prevent City from exercising the rights set forth in
this Agreement or from utilizing the System for the pu'l'oses for which it was designed.
(h) The Vendor Software shall, during the Warranty Period, function properly
under ordir,ary use and operate in confmmance with the Specificatio ns.
(i) Bas ed on Vendor's studies of City's existing systems which are to be
replaced by the System , and the demonstrations, conversations, and correspondence, Vendor has
gained a good understanding of City's requirements pertaining to a web voice response web-
app lication system . Based on this in-depth understanding and combining it with Vendor 's
knowledge and experience with other municipal organizations, Vendor warrants that the
proposed system has been sized to meet City's current needs and accommodate growth in the
near future.
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of any third party .
The Vendor Software does not infringe on any intellectual property rights
(k) The System shall remain at all times in compliance with Vendor's
statement regarding comp liance with the Payment Card Industry Data Securit y Standards as
described in Exhibit B to this Agre eme nt .
During the Warranty Period, Vendor will provide warranty Service to City at no
additional cost and will include all Services or replacement products or product media necessary
to enable Vendor to comply with the warranties set forth in this Agreement. Vendor shall pass
through to City any manufacturers' warranties which Vendor receives on the System and, at
City's request, Vendor shall enforce such warranties on Ci ty's behalf.
8.2 Proprietary Rights Indemnification. Vendor represents and warrants that (1)
no clement of the System and/or methodology provided under this Agreement is the subject of
any litigation ("Litigation"), and (2) Vendor has all right, title, ownership interest, and/or
marketi ng rights necessary to provide the System and/or methodology to City and that each
License, the Sys tem and/or methodology, and their sale, license, and use hereunder do not and
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1h1II nol dlrcclly or lndlrc01ly vlolale or infringe upon any copyright , palent, lrade sccrel, or
olhcr propriolllry or ln1cllcc1u1I propcny rl11ht of any lhird pany or conlribu1c 10 such violation or
lnflin11cmcn1 ("lnflinacmcnl"). Vendor 1h1II indemnify and hold Cily and all end users and their
rc1pec1lvo 1uc0e11011, officcn, cmploycCA, and ngcnls harmless from and against any and all
ac1io111, clah111, 101101, da1111111c 1, llahililics, awards , coSIS, and expenses (including legal fees)
ruul1in11 from or ar b lna oul of any Liligation, uny breach or claimed breach of the foregoing
wamnllcs, or whluh ii hued on I claim of on lnfringemenl and Vendor shall defend and settle,
ul i11 cxpcn s,:, ull 1ult1 or procccdin111 ari sing 1herefrom . City shall inform Vendor of any such
suil or procccdin11 011111111 Cily and shall have lhc right to panicipate in the defense of any such
sui l or pmccl·din11 al 111 cxpcn10 and through counsel ofils choosing. Vendor shall notifv City of
any aclio111, ,:la ima, or 1uits agalnsl Vendor based on an alleged Infringement of any Pany 's
intellectual r,rupcny ri11h1 1 in and to lhc System and/or melhodology . In the event an injunction
is sought or obtained a111ins1 u,e of lh e System and/or methodology or in City 's opinion is lik ely
to be sought or oblalncd, Vendor sha ll promptly, at its option and expense, either (i) procure for
City ils end users lhc right to continue to use the infringing portion(s) of the System and/or
methodology DR sci forth in lhiY Agreement , or (ii) replace or modify 1he infringing portions of
the Sys1em and/or methodology lo make its use non-infringing wh ile being capable of
perfom1ing lhe same funcl ion without degradati on of perfom1ance .
8.3 lndemn1Rr ,,;.1on. In the event any acl or omission of Vendor or its employees,
servants, agenls, or representatives causes or results in (I) damage to or de slructi on of property
of City or third parties, and /or (2) death or injury lo persons including, but nol limited to ,
employees or invitees of City, lhen Vendor shall indemnify, defend, and hold City, its agents and
employees ham1less from and against any and all claims , aclions , damages , demands, liabilities,
costs , and expenses, including reasonable attorneys' fees .and expenses , resulting therefrom.
Vendor shall pay or reimburse Cily promplly for any such damage or destruction .
8.4 Governmental l ,munlty. Cit y, its officers, and its employ ees, are relying on,
and do nol waive or inlend to waive by any provision of lhis Agreemenl, the monelary
limitations or any olher rights, immunilies , and protection s provided by the Colorado
Governmental Immunity Act , C.R.S . 2,i-!0-101 el seq., as from tim e to time amended , or
olhcrwise available lo City, its officers , or its employees.
8.5 Insurance. Vendor sha ll , at Vendor's sole expense, maintain the following
insurance :
(a) Commercial General Liabilily Insurance including conlrac tual coverage :
The limits of this insurance for bodily injury and property damage combined shall be at least:
Each Occurrence Limil
General Aggregate Limit
Syslcm-Complcled Operations Limil
Penonal and Advcnising Injury Limit
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$1,000,000
$2,000,000
$1,000,000
$1,000,000
(b) Business Automobile Liability Insurance : Should the perfonnance of this
Agreement involve the use of automobiles, Vend or shall provide comprehensive automobile
insurance covering the ownership, operation and mai ntenance of all owned, non-own ed and hired
motor vehicles . Vendor shall maintain limits of at least $2,000,000 per occurrence for bod ily
injury and property damage combined .
(c) Workers' Co mpensation Insuranc e: Such insurance shal l provide
coverag e in amounts not less than the statutory requirements in the state where th o wo rk is
pcrfom1ed, even if such coverage is elective in that state.
(d) Employers Lia bility Insurance : Soch in surance shall pro vide limit s of not
le ss th an $500,000 per occtrrcnce .
(c) Professional Liability/Errors and Omissions In surance covering acts,
e1Tors and omissions arising out of Vendor's operations or Services in an amount not le ss than
$2,000,000 pe r occ urrence
The in,urince ,,:.ic ifie~ in(>.) and (b) above shall : (1) name City, its office , employees
and agents as additional insureds, and, (2) provide th at such insurance is primary coverage with
respect to all in sureds and additional insureds .
The above insurance coverages may be OJtained through any combination of prim ary an d
excess or umbrella liability insurance . City may requ ire high er limit s or other types of in su ran ce
coverage(s) as necessary and appropriate.
Vendor Ghall provide at City 's request certificates evidencing the coverages, limits and
provi sions specified above on or before the execution of the Agreement and thereafter upon the
renewal of any of the policies. Vendor shall require all in surers to provide City with a thirty (30)
day advanced written noti ce of any cancellation , non-renewal or material change in any of the
policies maintained in acco rdan ce with this Agreement.
8.6 Survival of Article VIII, The provi sions of this Article VIII shall survive the
term or tennination of this Agreement for any reaso n.
ARTICLE IX. PAYMENTS TO VENDOR
9.1 Contract Price, The total price for the purchase of the System, including but not
limited to the purchase of the Equipment , the license of the Vendor Software and the Third Party
Software, and the provision of the Do cumentation and Services (exclusive of periodic
maintenance and support Service payments and other . ime and material Service payments which
are to be made in consideration of the perfonnance of maintenance and support and time and
material Services) is a fixed price of One Hundred Two Thousand and no/JOO Dalian
($ I 02,000 .00) (the "Contract Price"). Charges, prices, and fees ("Charges") and discounts, if
any, for maintenance and support Services and time and material Services are as set forth in the
Statement of Work, in a purchase order, or as otherwise agreed upon by the parties, unleu
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modified as set forth in this Agreement. Upon City's request, Vendor shall provi de to City
copies of records which subslJlntiate that City has receiv ed the Charges and discounts to which
City is entitled to under thi s Agreement. Except as expressly provided in this Agreement ,
Vendor and City shall each ccar all of its ow n expenses aris in g from performance of its
obligations under this Agreement, including (without limitation ) expenses relating to perso nnel,
facilities, utilities, ·quipment, sup plies, clerical and the like .
9.2 Payment; Invoicing.
(a) City shall make payments of the Co ntract Price to Vendor in the amounts
and at th e times specified in Schedule 9.2. With respect to all other payments which are due
from City to Vendor hereunder, any undis ,Jted sum due to Vendor pursuant to this Agreement
shall be payable within thirty (30) days after receipt by Ci ty of a correct invoice therefor from
Vendor. Periodic payments, if any, due to Vendor pursuant to this Agreement shall be invoiced
at the beginning of the period to which they apply . Payment for any other Services shall be
invoiced as agreed upon by the parties or, in the ab se nce of an agreement, upon completion of
such Services.
(b) A "correct" invoice shall contain (I) Vendor 's name and invo ice date , (2)
the specific purchase order number if applicable, (3) description including seria l number as
apr,!icable, price, and quantity o f the Services actually delivered or rendered, (4) credits (if
applicable), (5) name (where applicable), title, phone number, and complete mailing address of
responsible official to whom payment is to be sem, and (6) other substantiating documentation or
infomllltion as may reasonably be required by Ci ty from time to time . A correct invoice must be
submitted to the appropriate invoice address listed on the applicable purcha se order.
9.3 Taxes.
(a) City is not subject to taxation. No federal or other taxes (excise , lux ury ,
transport.ition , sales, etc.) shall be included in quoted prices. City shall not bo obligated to pay or
reimburse Vendor for any tax es attributable to the sale of any System or Services which are
imposed on or measured by net or gross income, capita l, net worth , franchise , privilege , any
other taxes, or assessments, nor any of the foregoing imposed on or payabl e by Vendor.
(b) Upon written notification by City and subsequent verification by Vendor,
Vendor sh all reimburse or credit, as applicable, City in a timel y manner , for any and all taxes
erroneously paid by City.
(c) City shall provide Vendor with , and Vendor shall accep t in good faith,
resale, direct pay, or other exemption certificates, as applicable.
9.4 Modifications to Charges. Where a change in an established Charge for any of
the Services is provided for in this Agreement, Vendor shall give to City at least ninety (90)
days' prior written notice of s1.ch change .
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{a) Any increase in a Charge shall nol occur during the first twelve (12)
months of this Agreement, during lhe lcrm of the applicable purchase order or during the
speci fled period for performance of Service s, whichever period is longer . Thereafter, nny
increase in a Charge sh•II {I) not occur unless a minimum of twelve (12) monlhs has elapsed
since the effective date of 1he previously eslablished Charge, and (2) nol exceed five percent
{5 %) of such Charge .
1•· All purchase orders issued by Cily prior lo lhe end of the required notice
period will be i red at the then currenl Charges so long as 1he scheduled delivery dale of lhe
Services is within 11inety (90) days after 1he effe ctive dale of the increa se.
ARTICLE X. TERMINATION
10.1 1 erminatlon for Convenience. Cily may 1erminate lhis f,greem o~t, or any part
hereof, for il s so le convenience by giving wrillen nolice of 1ermin ·,1ion to Ve,,dor. Upon
Vendor 's rec eipt of such notice, Vendor shall, unless olherwise specified in lue notice,
immediately s•op all work hereunder and, lo th e extent permitted under each applicable
subcontracl or ~f\>t ement, give prompl wriuen nolice 10 suppliers and subcontraclors to cea se all
rela1ed work . ,·,,.~or shall be paid the price specified herein for all work performed hereunder as
of t!,c date of Cit1 ·s termination notice in cluding partially completed work, such payment to be
made wn hin lhin y i 30) bu siness days after Vendor delivers su ch work 10 City, in ils 1hcn current
form, fr ee and c :aar of all liens. Excepl for cosls necessary to implement Ci1y's termination
direc tive, Vt ndor shall not be paid for any work done after receipt of such notice, for any costs
in -:urrccl bv Vr.ndor's supplier; or subcontractors after receipt of City's termination notice, or for
work w!Jic h Vendor could reasonably have avoided. Notwithstanding the foregoing, in no event
shall tlt e aggregat e changes to be paid by City under this Section exceed lh e unpaid portion of
the contrac l pn e.
10.2 Termination for Cause. Excepl as provided below by lhe Section of lhis
Agreement tilled "Tem1ination for Non-P aymenl," in lhe event thal eilhcr Party materially or
repeatedly default s in the performance of any of ils dulies or obligations sc i fo1th in lhis
Agreement , and such defaull is 001 subs1an1ially cured within 1hirly (30) days afler written notice
is given to the defaulting P. rty specifying the default, then the Party not in default may, by
giving wriuen notice !hereof to the defaulting Party, terminate this Agreement or the applicable
License relating lo such default as of a date specified in such no1ice of termination .
10.3 Termination for Insolvency or Bankruptcy. Either Party may immediately
tem1inate this Ab>reement by giving wrillen notice to the other Party in the eve r · of{!) lhe
liquidalion or insolvency of the other Party, (2) the appointment of a receiver or si ,ar officer
for the olhcr Party, (3) an assignment by the olher Party for the benefil of all or substantially all
of ils credilors , (4) entry by the other Party into an agreement for the composition, ex ten sio n, or
readJ -·:ment of all or substantially all of ils obligations, or (5) the filing of a meritorious petition
in bankruptcy by or against the other Party under any bankruptcy or deblors' law for its relief or
reorganization .
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10.4 Termination for Non-Payment. Vendor may terminate this Agreement or a
License granted hereunder if City fails to pay when due any undisputed amounts due and such
failure continues for a period of sixty (60) days after the last dAy payment is due, so long as
Vendor gives City written notice of the expiration date of the aforem entioned sixty (60) day
period al least thirty (30) da ys prior to the expiration dale .
10.S Termination for Non-Appropriation. The parties understand and acknowledge
that each Party is subjec t to Article X, § 20 of the Colorado Constitution ("TABOR"). The
Parties do not intend to violate the terms and requirements of TABOR b) the execution of this
Agreement. II is understood and agreed that this Agreement does not create a multi-fi sc al year
direct or indirect debt or obligation within the moaning of TABOR and, notwithstand ing
anything in this Agreement to the contrary, all payment ~bligations of Customer are expressly
dependent and co nditioned upon the continuing availability of funds beyond the term of City's
current fiscal period ending upon the next succeeding December 31. Financia l obligations of
City payab e after the current fiscal year are contingent upon funds for that purpose being
appropriated, budgeted, and otherwise made available in accordanc e with the rules , regulations ,
and resolutions of City and other Appli ca ble Law. Upon the failure lo appropriate such fund s,
thi s Agreement shall be deemed termin ated .
10 .6 Termination of Vcnuor Software License. City may terminate any License for
any reason by providing written notice to Vendor. If City elects to so terminate a License, City
sha ll return lo Vendor or, al City's opt ion , de stroy, all copies of the Vendor Software and
Do cumentation in City's pos sessio n which are the subje ct of the te!11''r.at ed Lice nse, except as
may be necessary for archival purposes . In such event, Vendor shall , 'und to City a prorated
amount, calculated as of the dale of terminati on, of any prepaid charge ·, ,;.1 r support Services for
the Vendor Software .
10.7 Rights Upon Termination. Unless specifi cally terminat ed as set forth in thi ~
Article, all Li censes (and City's right to use the Vendor Software in accordance with such
Li cense .) and purchase orders which require perfomiance or extend beyond the lertn of this
Agreement shall, at City's option, be s0 performed and extended and shall co ntinue to be subject
lo the tem1s and conditions of this Agreement.
ARTICLE XI. MISCELLANEOUS
I I.I Binding Nature, Assignment, and Subcontracting. This Agreem ent shall be
binding on the parties and their respective successors in interest and assigns, but Vendor shall not
have t~e pow :r to assign this Agreement or subcontract perfo1mance of any Services without the
prior w1itten consent of City. If Vendor subcontracts or delegates any of its duties or obligations
ofperforr,18nce in this Agreement or in a purchase order to any third party, Vendor shall remain
fully responsible for complete performance of all of Vendor 's obligations set forth in this
Agreement or in such purchase order and for any such third party's compliance with the non•
disclosure and confidentiality provisions set forth in this Agreement.
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11.2 Counterparts. This Agreement may be executed in several counte'l'arts, all of
which taken together shal' constitute one single agreement between the parties .
11.J Heali lngs. The Article and Section headings used in this Ab'TCement are for
reference and co nvenience only and shall not enter into th e inte'l'retation hereof.
I 1.4 Relationship of Parties. Vendor is performing pursuant to this Agreement onl;
as an indei:; ... acn t contractor. Vendor has the so le obligation to supervise, manage, co ntra ct,
direct, procure , perform or cause to be perforn1 ed its obligations set forth in this Agreement ,
exce pt as otherwise agreed upon by th e panics. Nothing set forth in thi s Agreement shall be
co nstrued to create the rel ation ship of principal and agent between Vendor and City . Vendor
shall not act or attempt to act or represent i.•!lf, directly or by implication, as an agent of City or
its affiliates or in any manner as sume or crea te , or attempt to ass ume or create, any obligation on
behalf of, or in tl1e name of, City.
l 1.5 Conndentlallty. Vendor acknowledges that in the course of performan ce of its
obligations pursuant to thi s Agreement, Vendor may obtai n confidential and/or propriet ary
information of City or its residents or contractors . " onfidential Information " includes:
infom1ation relating to de ve lopment plans, costs, finances, equipment configurations, data ,
access or security codes or procedures util ized or ncquired ; personn el information; resident
information; contractor information; any information designated as confidential in writing or
identified as confidenti 11 at th e time of disclo sure if such disclosure is verbal or visual ; and any
cop ie s of the prior cat~gories or exce 'l'ts included in other materials created by Vendor . Vendor
hereby agrees th at all Co nfidential Information communicated to ii by City, its agents or
employees, whether before or after the Effe ctive Date , shall be and was received in stri ct
confidence , shall be used only for pu'l'oses of this Agreement , and sha ll not be disclo se d by
Vendor, its agonts or employee~ without the prior written consent of City. This provision shall
not apply to Confidentia l Information which is (I) already known by Vendor without an
ob ligation of confid entiality, (2) pub licly known or becomes publicly known through no
unauthorized act of Vendor, (3) rightfully received from a third party (other than a City
employee or age nt) without obligation of confidentiality, (4) disclosed without similar
restrictir,ns by City to a third part y, (5) approved by City for disclosure, or (6) required to be
disclo se d pursuant to a requirement ofa go vernmental agency or law so long as Vendor pro vides
City with timely prior written notice of such requirement. Except with respect to Vendor
Software, which shall be governed by the Section of this Agreeme nt titled "N on-Di scl os ure ,"
i11forn1at io n received by City from Vendor shall on ly be considered proprietary and/or
c,,nfidential after a separate agreement in the form of Exhibit A, attached hereto , has been
executed by a duly authorized representative of each Party for the specific pu'l'ose of disclosing
such inforniation. The provisions of this Section shall survive the term or termination of this
Agreement for any re,son .
11.6 Media Releases. Except for any ann oun cement intended solely for internal
dis tribution by Vendor or any disclosure required by legal, accounting, or regulatory
requirements beyond the reasonable control of Vendor, all media releases, public
annou ncements, or public disclosures (including, but not limited to , promotional or marketing
20
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material) by Vendor or i11 employees or ageut1 relating to this Agreement or its subject matter,
or including the name , trade mark, or symbol of City, shall 1:,e coonlinated with and approved in
writing by Ci ty prior 10 the release thereof. Vendor shall not represent directly or indirectly that
any Vendor Software or Service provided by Vendor to City has been approved or endorsed by
City or include the name, trade mark, or symbol cf City on a list of Vendor's customers without
City'a express written consent.
11.7 Labor. Vendor shall comply with any labor jurisdictions applicahle to Vendor 's
perfonnancc pursuant to this Agreement and shall cooperate with City in resolving any disputes
resulting from any jurisdictional or labor claims or stoppages . Upon r,,quest by Vendor, City
shall provide to '.1endor clarification and guidelines regarding relationships with labor and
Vendor 's responsibilities with respect thereto.
11.8 Nbtltes; Project Manai;ers .
(a) Wherever one Party is required or permitted to give notice to the other
pur;uant to this Agl'eemcnt, such notice shall be de,·med given when delivered in hand , when
mailed by registered or cenified mail, return receipt , :quested , postage prepaid , whm sent oy a
,hird pany co urier service where receipt is verifi ed by the rc.:eiving Part y's acknowled1,ment , or
sent by facsin,ile (provided that any noti ce sent by facsimile shall be confirmed by written noti ct
dispatched by mail or courier service as provided above wit itin three (3) days following facsimile
transmittal), and addressed as follows :
In the case of City:
City ofEnglewood, Colorado
Englewood Civic Center
1000 Englewood Parkw ay
Englewood, Colorado 80110-2373
Fax : (303) 762-2395
Attn : Director of Information Technology
with a copy to :
Office of the City Attorney
City ofEnglewood, Colorado
1000 Englewood Parkway
Englewood, Colorado 80110-2373
Fax : (303) 783-6892
Attn : City Attorney
21
In the case of Vendor :
Tele-Works, Inc .
I 080 South Main Street
Blacksburg, VA 24060
Fax : (540)951-4016
Attn : Elaine T. Vass Gal, Busine ss Manager
Either Party may from lime lo time change its address for notification purposes by
giving the other Party wriuen notice of the new address and the dale up on which it will be co me
effective ; first class, postage prepaid, mail shall be acceptable for provision of change of address
notic es.
(b) Project Managers shall be as follows :
In the case of the City : Don Ingle, Director of IT
In the case of Vendor : Bri an Cross, CTO
11.9 Severabillty. If, but only to the extent thal , any provision of this Agreement is
declared or foui,d to be illegal , unenforceable , or void, then both parties shall be relieved of all
•
obligations arising under such provision, it being the intent and agreement of the parties that this •
Agreement shall be deemed amended by modifying such provision to lhe extent necessary to
make it legal and enforceable while preserving its intent. If that is not possible, another
provi sio n that is legal and enforceab le and achieves the same objective shall be substituted . If
the renainder of this Agreement is not affected by such declaration or finding and is capable of
substantial perform ance, then the remainder sha ll be enforced to the extent pem1itted by law .
I LIO Waiver. Any waiver of this Agreement or of any covenant, co ndition, or
agreement to be perfom1ed by a Party under this Ar · ,nt shall (I) only be valid if the waiver
is in writing and signed by an authori zed representall . r'the Party against which such waiver is
sought to be enforced , and (2) apply only to the specific covenant, condition or agreement to be
perfom1ed , the specific in ,tance or specific breach thereof and not to any other instance or breach
thereof or subsequent ins•ance or brea ch.
11.11 Remedies. All remedies set fm1h in this Agreemen~ or available by law or equity
shall be cumulative and not alternative, and may be enforced concurrently or from time lo time.
11 .12 Survival of Terms. Termination or expiration of this Agreement for any reason
shall nol release eitl1er Party from &ny liabilities or obligations set forth in this Agreement which
(I) the parties have expressly agreed sha ll survive any snch termination or expiration, or (2)
remain to be performed or by their nature would be intended to be applicable following any such
tem1ination or expiration.
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11,13 Nonexclu1lve Market and Purch11e Rl&hll, It is expre ss ly understood and
agreed th at thi s Agreement does not grant 10 Vendor an exclusive right to provide to City ary or
all of the Vendor Software and Services and shall not prevent City from developing or acq~1ting
from other suppliers computer software programs or services simi lar to the Ven dor Software and
Services . Vendor agrees that acquisitions by City pursuant to this Agreement shall neith er
re str ict the right of City to cease acquiring nor require City to continue any leve l of suc h
acquisitions . Estimates or forecasts furnished by Ci ty to Vendor prior lo or during the term of
this Agreement shall not constitute commitments .
11.14 GOVERNING LAW AND VENUE. THE RIGHTS AND OBLIGATION~ 01·
THE PARTIES UNDER THIS AGREEMENT SHALL NOT BE GOVER!'![[, BY THE
PROVISIONS OF THE 1980 UNITED NATIONS CONVENT ION ON CONTRACTS FOR
THE INTERNATIONAL SALE OF GOODS . RATHER THESE RJGHTS AND
OBLIGATIONS SHALL BE GOVERNED BY THE LAWS , OTHER THAN CHOICE OF
LAW RULES, OF THE STATE OF COLORADO . VENUE FO R ANY ACTI ON ARJSING
UNDER THIS AGREEMENT OR FOR ENFORCEMENT OF THIS AGREEMENT SHALL
BE IN THE APPROPRIATE COURT FOR ARAPPAHOE COUNTY, COLORADO .
I I.IS Discrepancy and Omlss !o ns. If anyt hin g necessary fo r the clear understandin g
of the Services has been omitted from the Agreemen t specificatio ns or it appears that vari ous
instructions are in co nflic~ Vendor shall secure written instructions from City's project director
before proc eedi ng with the performance of the Services affected by suc h omi ssions or
di scre pan cies .
11.1 6 Er,tlre Agre ement. This Agreement cons titut es the entire and exc lu sive
statement of '<he agreement betw een the parti es with respect to its subj ect matter and there arc no
ora l or wri:,en representations, understandings or agreements relati ng to this Agreement which
are not fully express ed in the Agreement. This Agreement shall not be amended exce pt by a
writte n agreement signed by both part ies. All exhibits, documents, and sc hed ul es referenced in
this Agre eme nt or attached to this Agreement and each purchase order are an integral part of this
Agreement. In the event of any conflict bet"'een the tem1s and conditions of thi s Agreement and
any such exhibits, documents, or sc hed•,les , the terms of this Agreement shall be controlling
unl ess otherw ise sta ted or agreed. Any other terms or conditions in cluded in any shrin~-wrap
lice nse agreements , quotes , invoices , acknowledgments , bills of lad ing , or other f0rms utilized or
excl1anged by the parties shall not be incorporated in this Agreement or be binding upon the
panics unl ess the parties ex press ly agree in writing or unless otherwise provided for in this
Agreement.
2J
IN WITNESS WHEREOF, Vendor and Ci ty acknowledge that each of the provis ion s of
this Agreement were expressly agreed to and have each caused this Agreement to be signed and
delivered by its dul :, authorized officer or repre sentativ e as of the Effective Date .
DATED this /N" day of ~• 2006 .
CITY OF ENGLEWOO , COLORADO
~~r,.
A .• , -~
Citycrk
APPROVED AS TO FORM:
City Attorney
TELE-WORKS, INC.
By. _____________ _
Title : ____________ _
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SCHEDULE 1.2(1)
LISTING OF EQUIPMENT
eVision Platform Version 5.5
12 Voice Ports (Analog Dialogi c D/120JCT)
2 Fax Resources (Analog Dialogic D/l 20JCD
I TIY/fDD Port (For Hearing Impaired Citizens)• lntele Modem
l5
SCHEDULE 1.2(1)
SITE SUPPORT REQUIREMENTS
Below Is a list of standard Items that will needed prior to the scheduled Installation end training dale . The
left side Includes Tele-Works requirements . The restates lhase requirements as tasks for Iha City to either
complete or provide Information back to Tela-Works . This document has baen adjusted lo mirror Iha
purchased Items from Iha quote referenced In the filename and the page headers. Items In
boldlradllt1/lc1 are necessary prior to scheduling Iha lnslallatlon and training date . lnstallallo,, starts first
thing In the momlng and typically Is completed before noon/lunch . If time permits, training can occur prior
to lunch, but can also occur In the early aftemoon .
Tal1-Work1 Platform and Standard Softw1rt R1qulrtm1nt1
SERVER PHYSICAL LOCATION
D1llv1ry and Pt1c1ment
We will be shipping the server to:
The City of Englewood
C/0: Don Ingle
lnform1tlon Sarvlc11 Director
1000 Englewood Pkwy
Englewood, CO 801 10
Please let us know If the shipping address Is correct and If
our installer should report lo another address on the day
of the Installation·.
The Tele-Works eVision platform should be arriving the
week before the install so please secure a location for the
new server lo be rack mounted . Please Indicate In
advancs If slide rails are necessary. If you dealre to
have slide rails Installed, please provide the exact
distance between the front and rear mounting
brackets on your rack . Along with the server we will be
sending two additional shipments: One oox that contains a
monitor; another box that contains a keyboard and a
mouse. (You can choose lo use these peripherals or use
your awn via a KVM switch ; either way they are yours).
Specific information regarding the eVlslon
hardware/software platform can ba found hare :
btto ·//www \•!•·
works com/pdf/ev1slon Platform Specification pdf
C1nc1ll1tlon Polley
Tele-Works must recol·10 written notice to cancel
lnatallatlon 30-days prior to the mutually scheduled
lnstallatlon date to avoid additional lnstallatlon charges .
,.
City of Engl1wood, CO Checklist
Strvar Pl1c1m1nt :
Location selected for sarver. Rack #: _____ _
Shipping Location (at right)
Slide rail measurement sent to
7W: -,-,---,--,---,=-
Use Peripherals from 7W or
Use KVM switch. Settings: _____ _
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PHONEIFAXITTY LINES
Physical Connections:
Voice/Analog Conflguratlons • 12 Voice Ports
Analog voice lines should be ready for the installation of
your system . Please have an equal number of phone lines
(corresponding to your order) within a reachable cabling
distance (15ft) from where your new system will be
installed . The line cards lhal reside In lhe eVision Platform
accept standard phone-l ine lerrninallon jacks.
Fax/O lgltal/Soft -Fax Resource Configurations • 2 Fax
Resources Ordered
Fax resources utilize either the analog or digital voice
lines and connections to deliver fax documents . No lines
are necessary for these fax resources .
We provide a modem with the system for remote access
through PCAnywhere . If this type of access is not allowed
In your organization, you will be required to pro"li de an
alternative method of remote access . (See Remote
Access detail al right).
TTY/TDD Analog Configurations• 1 Ports Ordered
Teletypewriter/Telephone Device for the Deaf is available
to service your hearing impaired ciUzens . Th is requires a
sta ndard RJ11 single phone line for each TTY/TDD port
pu;c11ased . For mulli4i ne inbound TTY/TDD applications,
thesa should be also configured in a hunt group .
Recommended Hunt-Group/Rollover Configuration
To help support inbound
communication applications, all or part of your voice
lines should be in a hunt group with a lead number
,aa t your citizens will use to access the target
service(s). Any number to be accessed by the public
must be DID. Remaining lines part of the hunt group
can be virtual extensions. 11,cy should likewise be
configured to handle any outbound dialing
requirements and flash-hook transfers to get ,,~\lers
o ut to live customer service agents if applicable to
your applications.
Please configure your phone lines to cor1nect to our server
accordingly. If you have further questions about the phone
lines, contact us so everything will go smoothly on the
Installation date .
27
Phone/FAX/TTY Lines
An al og Voice (RJ14 installed wi thin
15 fl . of server)
a number:~
a date ports ordered :
dale ports Installed :
Remote Access a DID (Direct Inward Dial)
available on one line
Yes· No
PCAnywher~ access #:
VPN acce ss infonnation :
Analog TTYITTD (RJ11 installed
within 15 ft. of server) a number: __ 1_
a date port ordered :
date port installed :
Hunt Group Con fi guration (any
number acce ssed by the public
should be DID)
a Voice hunt group set up
main number.
TTY/TDD hunt group set up
main number:
All lines configured for
outbound dialing and
transfers
Dialing properties :
Transfer properties :
NETWORKING & SEVICES
Connection: Ethernet RJ45 LAN connection
Sy1t1m Configuration:
Your network administrator will ba responsible for
configuring the Windows 2003 Server to be a Web server
accessible within your Intranet (e .g. IP settings,
addresses, domain names, etc.). As a note: II Is besl to
put the server on your existing network domain to create
easy Intranet administration access and file sharing
capabilities that make managing fa• documents easier.
However, the server does not heve to join the domain -
simply another server on the domain. The network
administrator will also be responsible for attaching r,ny
desired network printers and provid ing the lnsta1:'ld
system access to the Internet for the front-end services
Included below.
Front-end Service Configurations (SelectAlert,
WebWare, Web Broadcast)
The front-end setvice interfaces you purchased can be
installed and run from 11S w eb servers configured and
enabled with .NET. The applications in turn
cornrnunicate with the eVision setver for the application
data (ACIS messages, SelectAlert lists, Web Broar;cast
feeds) via web setvices.
In the evMt that you decide to host these ser. ices on
your present web server, the network settings rnust be
such that your current web server will be able to
cornrnunicate over standard http port (port 80) with the
eVision setver platform to access application code for
these services. If your web server is co-located or hosted,
Networking and Servlcea
Connection Ethernet RJ45 . Port
available/assigned :
System Configured for Intranet web
server (Windows 2003 Server)
a IP address:
DNS Name :
Domain name :
Internet connection :
SMTP connection :
• Authentication Required :
y N
~sema'me:
o Password :
Front-end service configured
a Port 80 available :
_Y_N
a Firewall set for Port 80
access (for hosted web
sites) a Hosted site IP address:
a Will WebWare be hosted :
• _ Ir. house , Location
• __ Third Party, Location
a Will SelactA!ert be hosted :
• _ In house, LocaUon
• _ Third Party, Location
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you will want to configure yo firewall to accept access
over port 80 only from the IP address of that location .
If you decide to host WebWare, SeleclAltrt or Web
Broadcasl In-house on the Tele-Works eVlslon server,
several configurations are possible (public IP, DNS entry)
to link and relerence users from your public server to
eVlslon .
TRAINING
Topics
After the Installation of your system, there will be a training
sesslon(s) covering the software modules purchased . The
training will cover the Web based adm inistration that
allows the admlnistralor(s) to :
0 FirslResponder
0 Massage content creation
0 Contact creation, ma intenance , and list
management
0 Creating and managing broadcast events (fax, e-
mail , phone)
0 SelacWert, Web Broadcast
Thtse ue broad 1opk1 for the purposa or dacribin1 the natwe or tr1 inin1 11 this
junctun. A molt dttalltd trainin& ou1 1ine for each module putthued will bt
p!'')YkScd,
Venue
Training will best occur in a location will! Web access to
the system (Intranet). We'll also be covering phone-
based administration so it's helpful to have a
speakcrphone ncari>y . Computer training rooms with a
projector arc an ideal venue.
Participants
19
Training
Location selected for training:
Computer av,"lable with
Intranet access
Projector available for
compul•r above
Speaker phone available
Participants invited who should
attend :
Participant Hints :
a System administrators who
can assign and coach staff
on application administration
and application user
functions .
Application users who may
be responsible for updating
specific messages and f&X
back documents.
Users who wiU be Involved In
the creation of
FlrstResponder contacta,
oontent, and events .
The moil lmporuinl !raining Is for sytlem 1dmlnl1lralor& lo
cover application adminlslralor and appicaUon user
funcUon1 10 lhal lho 1y1lem admlnlslralor can r .ch alatt
once Tola-Works slaff has left. Sacondary In ln,~on ,nee
n lralnlngs for application user& who mlghl be
responsible for updating spaclfic meaaages and fax backs ;
also for !hose lhal may be rasponslbla for lnlllating
oulbound communications wllh clly slaff and clllzans
lhrough Fir&IRespondar and SelaclAlert. The lolal !raining
time can lasl belween 2-4 hours depending on Iha number
of partlclpanls .
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OTHER ITEMS Bick Up Routln1
Bick Up lnformttl on
We suggest you add your eVlslon surver to your normal
back up routine and use the same back up solution you
use for your network . A Fu ll -Backup of the eVislon
plattorm server , appli cation servers and data servers Is
strongly recommended .
Selecti ve backups shou ld Include these Ite ms at a
mini mum :
C:\Programfile slevisionl
C:llnetPublwwwrool \
C:\MySQL Da tabase
Meth<i<i s:
Method 1 DOS PROMPT
C:\mysql\blnlmysqldump .exe -u[username]
p[password] -all-databases>evision_backup .sql
Met hod 2 1. Stop the 4 eVlsion services
(TWCOMMHUB , eVi sion , eVisionBroadcasler &
TWServices).
2. Stop the IIS service .
3. Stop the MySQL service.
4. Copy the C:\MySQL\dala\ directory to the backup
media .
5. Restart all servi ces In reverse ord er.
The fi rst method above ma intains bette r data integrity
and keeps everything onl ine . II will output a te xt tile and
should be compressed to lower storage requ irements
and prevent data corruption . Both methods work and
are qu ick to perform , but Method 1 is preferred due to a
lower number of potential output and restoration
problems .
Virus Protection and Windows Updates
The lnatallatlon of virus protection software and
published Mlcroaoft Updates will be your
responslblllty. We slror.gly recommend that you Include
the eV:sl or servur in your regulaMy scheduled
maintenanctt routines as you would for any other server
on yo ur network . You will be respons ible for installation
and m~l ntenance of these Items once the server is
Installed at your location .
System Configura ti on
The System Settings at right will be covered during
l1
All ,. llislon serve added to
beck up routi ne ___ _
C:\Programmeslevlsionl
;1,~~IP~u~b~l wwwr--00-l~l -
added ..,,.~---
MySO L Database
added ____ _
Vlou1 Protection
Virus softw•re avallable for
server
y N
Virus software Installed on
server
y N
Dato : _____ _
System Settings
Does your system use 9 (or
r ,other number) to access an
training . Having these details before hand saves time
and allows us to test functionality during the training
session .
)2
outaldo line? __
Does yoor system allow call
transfer Y N
Flash Hook (Analog) _ or
Three Way (Digital) _ or
Other_?
WIii you make long distance
calls'I
Phone
Fax
WIii you restrict area codes that
can be called?
Email address displayed by
Tele-Works system?
Email address lo send re pli es
to, If any?
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Begins on following ~ gc .
•
SCHEDULE 1.l(o)
STATEMENT OF WORK
ll
City or Enaltwood. CO sow
Project Scope of Work
eGovernment
Tele-Works, Inc.
City of Englewood, Colorado
March 1, 2006
Telc-Worlu,ll'IC.
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Section I • Project Overview
Implementation of Tele-Work, Web and IVR for Enterprlae Wide Solution
The project is defined as the installation and configuration of a customized and comprehensive
telephony and web platform for inbound and outround technology, eVision, by Tele-Works, Inc .
at the City of Englewood, Colorado (the City). TM project as outlined in this Scope of Work
encompasses all aspects of the City's imp lementatio,1 of eVision , eVision will be installed and
configured to rneet the Parks and Recreation and outbound communicati ons needs as identified
by Exhibit 2 and the City through their due diligence process .
The City of Englewood, Colorado , is a suburban mun ic ipality with a Council/Manager form of
government. The City operates under a home rule charter and has a seven-member City Council.
The City manages a number of Parks and Recreation functions aml current Outbound
Communication needs that Tele-Works and eVision will automate to streamline the current
busin e1s processes .
The proiect will address solutions for the following major functional areas, • defined b y the City
and Tele -Works :
• Enterprise hardware for telephony and web communic ation
• Enterprise outbound communication tool
• Enterprise citizen interface for contact data , notification preference s, and si gn-up
• Enterprise payment module for accepting credit cards and eChecks via phon e and
web
• Parks and Recreation application for online catalog, class registration , waiting
lists, class questionnaires, payments of registration and fees
t•hy a(Enalcwood, CO SOW T1k-Worb,lnc. P•tt·lS·
Project Goal• and Objectives
Key project goals as agreed upon by Tele-Works and the City include :
• The installation and implementation of eVision as defined in the Scope of
Work and Implementation Plan
• Development of the applications as defined in the Task Matrix!";"1meline
• Training as outlined in the Training Plan
• Acceptance testing as outlined in the procurement agreement
Implementation Strategy -Specific Goals and Objectives
The methodology incorporated into this schedule di vides the implemen ta tion of Tel e-Works into
the following strategic stages:
• Project Launch
• Application Kick-Off Meeting
• Application Specifications
• Core Application Development
• System Hardware Installation and Onsite Training
• Customer Acceptance Testing (CAT)
• Final Acceptance and Production Launch
• Marketing
Stage I CProject Launch
• Assemble Tele-Works and City project teams for Project Launch call
• Introductions and process overviews
• Review installation pre-requisites and select potential installation dates
• Schedule kick-off meeting for first Tele-Works Voice Response (1VR)
application
Stage 2 Ot.ppllcatlon Kick-Off Meeting
• Application task sets review and design discussion
• Review project milestones and establish timeline expectations
City of En1lewood, CO SOW Tr1e-Worb ,lnt. P1p,)6 °
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• Identify and assign action items and create follow-up issues li st
Stage l °'ppllcatlon Speclncatlons
• Web flow , call fl ow, and phrase li st do cume ntati on created
• Functional specifi ca ti on with all peninent business rules defi ned
• Application network architecture crea ted
• Documentation review meetings and documentation upd ates
• Proj ec t specifica ti on sign-olTw ith au th oriza tion to proceed with de ve lopment
Stage 4 O:ore Applicat ion Development
• Tele-Works officia l internal ap pli catio n hand-off to engi neering
• Engineering conference call wit h the Cit y
• Address ope n items with week ly status ca ll s
• Professional recordin g request subm itt ed
Stage S D;ystem Hardware Installation and On-S ite Training
• System ships pre-co nfi gured to Ci ty with purchased eVision softwa re add-
ons
• In staller anives an d assists with ph ys ical installation and network int eg rat ion
• Installer trains appro priate City adm ini stra tors on eVision sys tem
Stage 6 O:ustomer Acceptance Testing
• City receives ap pli ca tion for testing
• Tele-Works addresses rep01ted bug s
• Tele-Works ad dresses req uests fo r interface changes
• City finalizes all testi ng and plans production launch date
City or Enakwood, CO SOW Trlr-Wo1k1,lnc .
Tlmellne
Staie 7 0:lnal Acceptance and Production Launch
• City formally accepts the TVR application as governed by the Agreement
between both panics
• Tele-Works assists in migration of application into production state
Stage 8 D1arketlng
• Tele -Works marketing con sultation and marketing piece development
An implementation timeline has been established, identifying the timeline for project
completion. An implementation plan ha s been included in Section 6, Project Schedule .
It is understood that this timeline may change based on written agreement between the Ci ty a,d
Tele-Works .
Scope of Work (General Obligations)
The implementation of the eVision System is to be completed through a shared
effort by Tele-Works and the City, which includes but is not limited to the following:
Primary Roles of Tele-Works:
• Review and approval of the City's network architecture, providing active
consultation to the City in developing mutually acceptable recommendations
• Prov ide and install eVision hardware and software at the City 's de signated
site
• Provide and install eVision to the configuration to meet the needs of the City
as outlin ed in the Specifications section and Exh ibit 2 of this Sco pe of Work
• Provide training services, as further outlined in this Agreement , to assist the
City in its use of the software
• Commit staff and resources as further described in this Agreement to the
project to ensure success
• Provide ongoing eVision support during period covered by a purchased
Maintenance Agreement, per the terms of the Agreement
Primary Roles of the City:
• Provide infrastruct ure to support the eVision hardware and software
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• Provide detailed specifications and data integration tools to enable Tele-%~~~~~ •
Chy or En1lewood, CO SOW T•lc•Worka,lnc:. P11t•ll •
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• Commit staff and resources as further described in this Agreement to the
project to ensure success
• Test installed eVision hardware and software for com))leteness and accur,cy
• Perform acceptance system testing in accordance wi th Acceptance Test Plan
and the terms of the Agreement
• Actively participate in commumcations with any third parties not directly
contra cted wi th Tele-Works who se involvem ent is critical to the suc cess of
the project
• Adh ere to Change Ord er pro cedure
• Operate the eVision system in accordance within the Software License
Ab,reement
Speci fic Obligations of Tele-Works:
Delivery of eVision hardware , software and servi ce s. Tele-Works shall deliver
eVision hardware, software and services associated with that delivery and the City shall accept
such delivery if confom1ing to contract standards , based on th e installation timeline .
eYision hardware and software installation . Tele-Works will provide in stailation of the eVision
hardware and software at the City's designated location . Tele-Works will test the hardware and
software to ensure proper operation. eVision will be customized spe cifically for the City .
Training . Tele-Works will deliver tra ining held at the City in accordance with the
training plan included herein.
Project Management. A Project Manager stationed al Tele-Works shall be assigned to coordinate
alJ implementation activities related to the project.
Specific Obilgations of the City:
• Provide Internet service and support for life of project
• Provide telephone service and support for life of project
• Provide back-up media
• Provide and maintain Anti-virus software
• Provide data integration tool and maintenance (e .g. application programming
interface (AP!), stored procedure, etc .) for each interactive application
purchased
• Obtain and provide Windows 2000 Web Server with IIS 5
• Obtain, provide, and maintain SSL Certificate
• Obtain, provide, and maintain domain namc/DNS registration for web server
C11y or En11kwood, CO SOW Telc-Wo,b,lnc .
• Provide access to facilities and employees in accordance with City security •
polic ie s
• Provide secure network environment
• Establish rerr.ote connectivity environment (secure VPN) in accordance wi th
City securit) policies
• Establish test and production environments
• Obtain, p:ovide and maintain a 5ecure Internet Merchant Account, Gateway,
and payment processor, with active consultative support from Tele -Works
• Identify reporting line s of communication and approva l
• Facilitate communi cations with any third parties not directly contracted with
Tele-Works
• Specify, provide feedback , and approve design , co ntent, flow diagrams and
phrase lists
• Respond to bu siness practice inquires
• Pay invoices promptly as governed by the terms of the Agreement
• Schedule and assure attendance at training sessions at City site
• Cnnduct Customer Acceptance Testing CAT
• Accept delivery of products
• Operate and administrate the cVision System after provision of adequate
training hy Tele-Works
Tele-Works Team Members
Project Sponsor (Br:an Cross, CTO):
The Project Sponsor represents a point of escalation for issues that require input beyond the
Project Manager or the Core team levels . This person is a senior representative of Tele-Works
who has decision-making authority.
Project Design Manager (TDD):
• Manage the design phase of the TVR project
City of Enalcwood, CO SOW r,11.woru, 1nc. ,.,,.40 .
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• Coordination of requirementa pthcrina and design documentation
• Report to City Project Manager to ensure project design is delivered as
projected, or with any chanae1 explained
• Resource planning and scheduling
• Problem solving
• Relationship Management -Intra-team and with the City
• Assurance of the overall quality of design documentation and contract
adherence by Tele-Works design team members
Engineering Manager (Craig Ferguson):
• Manage the development phase of the TVR project
• Coordination of Tele-Works development team
• Oversight of the overall quality of programming effort and development
procedures
• Report to City Prnject Man ager to ensure project is delivered as projected, or
with any changes explained
• Problem solving
• Relationship Management -Intra-team and with the City
• Coordinate weekly conference calls
• Manage customer acceptance testing
• Assurance of the overall quality of completed TVR application
Marketln& & Customer Support Manager (Chrll Schellhammer, Vice Praldent):
• Coordination of Tele-Works installation team
• Spearhead consultati~e 1ctarketing services
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City Tum Hembcra
Project Sponsor (Mike Flaherty, A11l~t■nt City Manacer):
The Project Sponsor represents a point of escalation for issues that require input beyond the
Project Manager or the Core team levels . This person is a senior representative of City who has
decision-making authority.
Project Manager (Don Ingle, IT Dlrtctor):
• Coordination of all activities lo make the so!hl,~re operational
• Work with project team to verify project delivered as projected, or with any
changes explained
• Resource planning and scheduling
• Problem sol vi ng
• Coord ination oi internal and external specialists -i.e . software developers
• Relationship Management -intra-team and with the vendor
• Process Review
Subject Matter Experts:
• Work with Tele-Works team to modify/revamp processes and seek Project
Manager support
• Document existing processe~ as required
• Lead client input into system set-up within th eir functional or departmental
areas
• Assist project manager in &rcas such as timing and scheduling
• Relay business issues to the Tele-Works implementation team through
l'roject Manager
City orEualtwood, CO SOW T•lt•Worb. Inc, hp-42·
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"Power User1":
• Gain understanding of system functionality
• Test critical system functions in different environments to ensure elements of
the implementation are tcsttd and operational
• Document exi sting processes and expected results as required
• Provide written specifications with screen prints of needed changes .
Systtm / Technical Administrators:
• Oversee logistics to ensure technol 0gy is in place and wnrking
• Ensure other systems do not disrupt the configurati on of eVision
• Ensure Tele-Works eVi sio n server is tested and operational
• Assist Tele-Works in set -up and configuration efforts
• Trou'>leshoot network , hardware and other system problems
City or Enanood. co sow Tcle-Worb,lnc.
Section 2 • Price Propo1a 1 • Outlined below i1 a detailed breakdown of the pricing for the implementation of eViaion at
the City.
A, Core System Pr',ce Proponl The purpose of this section of the Price Proposal ia to capture all col'.I uaociated with provid ing
the eVision System. The foll owing quotation outlines each cost by line item .
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City or Eftlllwood. CO sow
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T•l••Work1. lncorporettd
QUOTATION
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City or Ena lcwood, CO SOW Ttlc-Work.t,lnc.
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--: ...... ,,,_, ... , .. ,, .. ~ __.,.ACMAC----••-•-••--11 •....., ,....._ __ ,..,ACS.f1o1;1 ___ •-•-• -••••·•--Jl-f_, __ '--..... ~.CMl-•--.,.. .. ~.._,. .. <-tt,... ... _, _ _,., .. ___ , .. _ .. _.-.. ~----,.,._.,UW!f,_, __ -i .. _,. ____ ,,., • .__.... ... , ... ,, _ _ ,. .. ,_,_.,..._ OH_,.,._,,, T'tll~W------· .. --..,·----·-.. ---•""----· .... ·---· .. -·--.. -...... ______ .,.. ___ ., ___ . , .......... _~
----~--.... -.... .... -------..--c-____ , ... """_ ---..:.::.:-,,..=.::..""::~=---~·--:a-=:.--... ,""--::':!:=·---""·-"'-· ..:::::MIMl!~-•--·HHI .... .__IJ.,1--C--..--•-·--... -W:f ... -lO,
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~-......... ,__,. .. ca... i..-.. -~---·-·-" .. __ .. __ ................... " ~c-,--,_.. ___ ,.....,..,.Ml ...,._11 .. ____ "•--.., ... ~.,,_,._.._ __ ~-,~-----· ....... '"°',_l_nill.l_,..._ ... _, .... ~ ... --~.,.---•--. •C-g,o,...,.
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C11y of Enalcwood . CO SOW Tclc •Wo1ks,lnc. l'aJtC •46 ,
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The City hu the option to pun:hue additional modules from Tele-Works that will be 1uoted
aeparately on an u needed ba1i, .
City orEn1ltwood. CO SOW T,k-Worb, Inc. P,p-47 -
afu~~~m •
Travel for up lo two consecutive days of training and installation is included in the
above quotation .
C. Support
TI,c first twelve ( 12) months dating per lin e item of hllrdwarc and software maintenance and
updates an, provided at no charge to the City staning from date of the cVision platform
acceptance. Linc items not insta lled with the platform will carry a one -year wnmnty from
the date of their acceptance. An invoice will be iss ued nMually and any items not included in
the initia l platform installati on will be prorated on the annual invoice following acccp11111cc .
Future years of software ma inlcnancc must be purchased at 15% of the total system market
value less training and insta ll ation fee s. Maintenance can be renewed on the current system
for a total of four years after expiration of warranty . Maintenance may be prorated to
coincide with City fiscal year upon request.
System support and maintenance tenns arc furth er governed by Schedule 5.5(a) of the System
Procu,emem Agreement.
Annual maintenance rates for o.ny options will be inc luded in their respective change orders,
should the City elect to purchase them .
Section 3 -Implementation Detnlls
Stage I O>roject Launch
Assemble Tele-Works and City project teams for Project Launch Call
Subsequent to all contract item s being finalized, project s al Tele-Works are officially start,:d with
a Project Launch conference call.
Introductions and process overviews
After introductions , a quick overview of Tele-Works processes will be outlined which
distinguishes se parate paths that the project may take based on the final list of products
purchased by the City.
Review installation pre-requ isites and select potentlal installath • dates
Prior lo the call, Tele-Works will ,,.mail an ln sl!l llalion Pre-Requisite Checklist to the City along
with a brief agenda for the call. This document will be reviewed with a discussion of potential
installation dates and timeframes.
Schedule klck-olT meeting for first TVR appllcatlon
The Project Launch call ends with a review of action items and the scheduling of the Application
Kick-Off meeting . Follow-up e-mails will be sent accordingly .
Cily ofEn1kwood, CO SOW Telc-Worb,lnc . Paac -41•
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Stas• 2 °'ppllcatlon Kick-Off MHtln1
Appllcatlon Task Sets review and desl&n dbcu11lon1
Tele-Works will email Kick-Off Task Sets to the City which serves as basis for an in-depth
design discussion, outlining critical City delivmbles and application decision points. The
discussion will also define the impact of City business rules as they relate to application design .
In addition, technical components of the project will be reviewed such as development
environment, remote access capabilities , database connections, and phone line configurations .
Additional questions will be raised to address TVR applications that accept payments .
Review project milestones and establish tlmellne expectations
A high-level review of milestones will be discussed and an initial timeline is established. An
understanding of the key elements to meeting the timeline and a protocol to make necessary
adjustments is established . Additional meetings and next steps will also be arranged at that time .
Identify ,nd assign action Items and creale follow-up Issues llsl
A list of action items and open issues is created from the call which is integrated
into an issue tracking list that will oe referred to for the duration of the project through
acceptance testing. A summary oflhe call along with lhe issue !racking list is e-mailed after the
call .
Stage J °'pplication Specifications
Web now, call now, and phrase list documentation created
The first draft of documentation that springs from initial discussions is created which includes a
Web flow and call flow . These are documents in diagram form that layout the various features
and routing in tl1e user experience from the Web and Interactive Voice Response (IVR)
interfaces respectively. Although the Web flow does not detail Web page ter.-,plate features su ch
as City specific graphical elements (style sheets, images, headers, etc .), ii does addre ss all of the
primary Web form elements that are critical to the operation of the main appli cation ; graphic
elements are addressed separately with City provided templates . The phrase list primarily
contains all of the custom spoken verbiage and corresponds to the call flow diagram which
depicts the various paths the user may go down during a call to the IVR. It also serves as a script
for the male or female professional voice talent offered by Tele-Works and selected by the City.
Some dynamic phrases will employ the text-to-speech engine . Some scripting used on the Web
may also be documented on the phrase list .
Functional Speciflcatlon with all pertinent business rules denned
As an umbrella to the flow and phrase list document, the functional specification documents
other project related details such as team contacts, document revision history, application feature
overview, and feature variances . Most importantly, each City business rule that directly affects
application logic and user experience is detailed with references to areas in the Web or Call flow .
AppUcatlon network arehlleclure created
A diagram of the production network environment is created which identifies the location of
hardware and software components directly involved in the application's operation . The City
assists in the creation of this document.
Cuy or Enak'wood, CO SOW Tcle-Workl,lnc. Paac-◄9 ·
Documentation review meetings and documentation updates
Upon the completion of the first draft of documentation, a meeting is sch eduled with the City to
review and discuss any changes that need to be made . The documentation is subsequently
updated and, depending on the degree of changes and the open design issues that remain, this
process iterates until a final specification is agreed upon. Any open issues not critical to the
design r.;•y be carried over into development at the discretion of tl1e Tele-Works project
managar .
i'roject speciflciatlon sign-off wilh authorization to proceed with de,·elopmcnt
Upon 11,t ~grcement of the City and Tele-Works that the proje ct specification accurately refiects
the dcsnon features and functionality to be created, the City will provide authorization to proceed
with development via e-mail , referencing the version of the final specification . Any changes to
the specification moving fmward may require a time and cost estimate to be issued by Tcle-
Works .
Stage ◄ O::ore Application Development
Tele-Works official Internal application hand-off to Engineering
Although the Tele-Works Project Manager will continue to be a City contact, primary contact
responsibility during the development phase shifts to the Engineering Manager and the assigned
developer(s). This stage comprises the core developm ent period .
Engineering conference call with the City
After 11,c •pplication is handed off to Tele-Works Engineering depanment, the development
team coordinates a call with the City to make introductions , highlight milestones, review
development timelines , and establish communication protocols.
Address open Items with weekly status calls
Spearheaded by the Development Manager, weekly status calls are established between Tele-
Works engineering staff and the City. Any outstanding issues are discussed and any items that
may potentially affect the timeline arc highlighted .
Professional recording request submitted
During the development pha se of the application, 1he phrase list is submitted to the studio for
professional voice talent recording .
Stage S [System Hardware Installation a.nd On-Site Training
System ships pre-conOgured lo City with purchased eVision software add-ons
At a mutually agreed upon time during the design or development phase , Tele-Works will ship
the system hardware to the t.:ny. This typically occurs a few days before the installation date
established between Tele-Works and the Cit y. The system will arrive with the core eVision
software on which all of the purchased eVision add-ons run (e.g . FirstResponder). The TVR
applications will also eventually interact with this core software .
Chy ofEn11c!wood, CO SOW Tele-Works ,lnc .
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On the date of the installation , the assigned installer will arrive to physically install the system
and, with the assistance of the appropriate City staff, ensure that the new server is appropriately
integrated into the network environment.
The installer will run down the Installation Pre -Requisite Checklist and will make sure all items
have been addressed . System testing of phone lines , outbound voice & fax capabilities , remote
access, SMTP requirements, and network connecti vity will be completed by the installer .
Installer trains appropriate City administrators on eVJslon system
The assigned Tele-Works installer will pro vi de a training agenda 10 the City prio r to the
installation date for the purpose of coordinating a training session to review capabilities of the
cVision administration tools and any eVision add-ons purchased by the City . The training wi ll
not include TVR application training .
Stage 6 O::ustomer Acceptance Testing
City receives application for testing
Tele-Works development manager will provide formal notification to the City that the Customer
Acceptan ce Testing (CAT) period has begun . The notifi cation will include testing instructions
and guidelines, protocol on reporting bugs and fixes found by the City testing team, and the
officia l beginning and ending dates of the CAT peri od. A specifi c protoco l for fre ezi ng the CAT
period during bug fixing period s is also laid out.
The City is responsible for using this time to thoroughl y test all delivered components of the
TVR application and reporting issues to Te le-Works in a timely manner .
Tele-Works addresses reported bugs
Tele-Works development manager will coordinate the logging and fixing of bugs rep011ed by the
City. Any additional time to be allotted to the City for testing during the bug fix period(s) will
also be outlined .
Tele-Works addresses requests for interface changes
Tel e-Works' development manager will manage any requests made by the City for changes to
the delivered interfaces using the guidelines set out in Section 4 of this document.
City 0nallzes all testing and plan, production launch date
The City is responsible for completing all testing efforts by the agreed upon end date of the CAT
period . Plans for a production launch date sh c uld be arranged by the City and coordinated with
Tel e-Works.
Stage 7 O:inal Acceptance and Production Launch
City formally accepts the TVR appllc•tlon
The City will formally accept the TVR application at the completion of the CAT period and as
further governed by the temis of the Agreement. The lead City project manager communicates
this acceptance via e-mail to the developmen t manager .
Tele-Works assis t, In migration of application Into product ion state
City or En1 lc wood, CO SOW Ttl,-W ork s,lnc . Paae -5 1 •
Tele-Works will assist in any migration or production launch efforts as they apply to the •
ddivered TVR app licati on .
!lta11 I CMarketln1
Tele-Works marketing consultation and marketing piece development
Tele-Works will provide al least three (3) examples of"like" brochures used by other agencies to
promote their services to the public . Tele-Works will furnish an Implementation and Marketing
Manual (89 pages) that documents how Tele-Works customers have implemented and promoted
Tele-Works product-driven services to internal and external ,,sers . Tele-Works will take standard
instructional text and agency pro vided design elements to include color, text, and graphics and
provide one (I) brochure layout design based on the design preference predetermined by the
agency . Tde-Works does not include service-branding deliverables but can be an idea-mill to
produce •;oncepts for the agencies consideration . Layout and design will be provided in
PageMak ,,r, Publisher, or Freehand. The agency will review and respond to Tele-Works drafts
with their dits until a final version is accepted by the agency at which time the final digital copy
will be del ivered to the agency . The agency will be responsible for production and distribution of
any !'":,motional material. The agency should be aware of the following conditions that will
correspond to increased production and distribution costs : I) size/layout/design of brochure , 2)
number of colors , 3) number of copies, bulk , I• class or POS distribution .
Section 4-Change Order Process •
Once the project baseline scope has be en documented and agreed to by the City and Tel e-Works,
any changes to the project that impact project schedules, costs, resources and risk must go
through a clearly defined Change Order process . A change must be identified and documented
by th e Project Managers and the schedu le and costs impact assessec! and documented . If there is
no impact on the project schedule or co sts then the change will be implemented in writing by the
Project Managers . If the change impacts the schedule or costs , then the Change Order process
must be undertaken .
The following checklist will help analyze how proposed changes will impact the project:
• What are the proposed changes?
• How will the proposed change impact the schedule?
• Will it delay the project?
• Will it speed up the projec•. implementation?
• Are there additional costs associated with the change?
• Which phase of the project will the change impact? •
City of En1lcwood, CO SO W Te:le:-Wor kl ,lnc.
• • What is the impact?
• What are the dependeucy tasks that the change will impact?
• What are the deliverables that the change will impact?
• What are the changes in resources being propose d?
• Does the change increase or decrease the level of risk?
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CltyofEn1lewood.COSOW Telc-WOfU,lnc.
P roce11 Flow Dia....,.,
The following diagram depicls how changes will be managed within this project.
Projed Managers
Project Manage,.
Change
Defe<Ted/
Cancelled
Change ldentlfled and Documented : A Chr.nge is usually initiated via the Change
Order. When a request is deemed to be a change, 11 .e Project Manager enters this
change prc,cess.
Change Owner Asslened : Through project meeting discussions, , single Change Owner is
identified (normally a Project Manager). This person speaks to the change, ensures it is analyzed
by the appropriate tCIIIII members and works through any approval processes to determine final
disposition .
Cbanee Loeeed : Changes will be documented thro ,.:gh Tele-Works functional specification.
The Tele-Works Project Manager logs any new chilJlge rcqucsls in functional specification where
the change is given a referenc e number.
City ofEnptwood, CO SOW Tirlt-Worb. Inc. ..... ,..
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Chanee Communicated to lmpar.ted Team Members: The Project Manager will ensure that
each new Change ia communicated (electronically where possible) to all impacted team
members . The Change Owner will determine who these people are.
Chance Impact A11eued and Documented: Each Project Manager is responsible for analysis
of any change that may impact their project deliverables . Impact is documented in Tele-Works
functional specification .
Project Schedule Impacted : If the change impacts the Project Schedule, the Change must
receive City approval.
Project Costs Impacted: If the Change impacts project costs, Tele-Works will provide a time
and cost quote wilh details of the change for lhe City's approval.
No Cost/Schedule Impact: If the change does not result in any revisions to either costs or
schedules, the change will be implemented as per the next step.
Schedule and Implement Change : If all necessary approvals arc received (or none were
required), the change is scheduled and implemented . If lhe project schedule is impacted, a new
revised project schedule is create
Change Deferred/Cancelled : If the change is not approved, the reasons are to be documented
and it will be cancelled or deferred until after the project is completed ,
Regular Status Update : Project Managers must be provided with any new information related
to Change Status so that the functional specification is kept current.
Regular Status Review: Review of the ongoing status pf changes is a mandatory item on each
project management meeting agenda .
CtC)' ofEqlewood. CO SOW Ttlt-Worb, Inc. , .... 55 .
Section 5 -Acceptance Tcstlne
Overvlew/Dacrlptlon
Acceptance testing is a key to the successful outcome of the impitrr;entation of Tele-Works TVR
applications at the City. Testing occurs to ensure that all intcrfac~ ~nomalics arc identified and
addressed, and that all software related issues are resolved prior to the production date .
As dictated within the governing Agreement, the primary respon sibili ty of Tele-Works is to test
the TVR application, in terms of its operating as designed, without c11'0rs , and in a mr.nner that
meets the needs of the users . The primary responsibility of the City is to test the product as it
operates in an environment that includes interacting with real data from the City's existing
database .
Section 6 -Project Implementation Plan
The City and the Tele -Works Project Managers will discuss the project plan and internal project
dates affecting project milestones (for example , th ird party delivery dates). The City manages the
timelinc of any third pany vendors, which may affect project milestone dates and provides the se
dates to Tele-Works prior to base lining th e ~roject schedule . Any significant changes to the
project timeline are to be communicated to and reviewed by the City and Tele-Works .
Significant changes affecting the overall scope of the project may necessitate the use of the
Change Order process .
Attached as Exhibit I to the Scope of Work is a Project Task Matrix/Implementation
Plan/fimeline that identifies the activities , ph ases , tasks , milestones , deliverables , and resources
required for the successful installation of eVision . During the Orientation meetings at the
beginning of the implementation, Tele-Works and the City will finalize the Project
Implementation Planffimeline within the timeframe agreed upon in thi s Scop of Work.
Tt lt•Worb. Inc. .... ,,6 ,
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Section 7 • Training
Training Plan
A training plan has be:n developed, based on product and application standards common
throughout Tele-Works customer base for the implementation of the eVision Solu tion Set at the
City.
Training will be executed for the eVision hardware and so ftware following the onsite
in stallation. This is a two consecutive day delive ra ble but additional days can be purchased and
added to the same visit. Additional on-site da y increments and remote trainings can als o be
requested an d purchased at any time .
On-site training includes tra ining of the eVision Platform . Platfom1 training explains the ph ysical
attributes of the system, software and system administration tasks, regular mai nten ance duties
including backup procedures and end-user capabilities. Hands-on instruction is a pan of the
training program .
Designated City staff will be trained on administration functi ons , s uch as configurable
application se ttings , se tup of sub users , message edi ting/creati on and syste m usage statisti cs. The
type , number and skill sets associated for the se learning panicipants are li sted below :
Identification of learning participants
System Administrator
Number: There is typically one (I) primary System Administrator per platform and training for
up to three (3) system administrators is included in the standard training package li sted above .
Skill Sets: The Sys tem Administrator should be aware of protoco ls for the current system .
Operations and systems analysts are suitabl e for the System Administrator po sition. System
Administrator(s) are au thori zed to administer the syste m with keyboard and tclephon o interfaces .
System Administrators have com plete control of the implemented sys tem and licen se d features
including selling up Application Administrator permissions . Tele-Works recommends th at the
System Administrator should be someon e who is familiar with network administration,
telecommunication administration and general operating system level management. Current
Systems Administrators from IT/MIS operations are suitab le for this po sit ion .
Training Deliv erable: System Administrators will receive eVision Platform training. This
training explains the physical-h ard•,are attributes of the sys tem , sys tem software and System
Administration ta sks , regular mai ntenance duties including backup procedure s and end-user
capabilitie s. Training is intended to provide advanced administration and maintenan ce
procedures and to completely familiarize System Administrators with the system. In addition,
System Administrators are trained on the functiona l tasks and pem1issions for Application
Administrators and Application Users (see below). This "train the trainer" knowledge is
provided so that the System Administrator can provide additional administrative roles and so that
subsequent trainings can be condu cted independently ofTelc-Works , Inc . Training usually takes
between two and three hours. Hands-on instruction is a pan of th e training program .
Application Administrator
Number: There is typically one(!) primary Applicat ion Administrator per in sta lled application
and training for up to three (3) Application Administrators is included in the standard training
package. If multiple applications exist on a system, multiple applicatio n managers are allowable
to administrate different applications ; however, the training session is conducted
comprehensively . In addition , one Application Administrator can be set-up by the System
Administrator to have permissions for multiple applications .
Ciry or En1lewood, CO SOW Tcle-Workl ,lnc. Pa1c •S1 ·
Skill s~u: Application Adminislnltors should be familiar with the goals and intention of the •
application and where Application Users (sec below) fit into overall application administration .
This is the main skill set required for the Application Administrator. Application Administrators
arc capable of setting up Application Users and assigning permissions independent of the System
Administrator.
Training Deliverable: Application Administrators are trained on their
administrative role and functions specific to licensed application(s). The topics arc two primary
application types that make up the cVision Platform Solution Set
Application Users
Users arc able to access specific section, of applications . User training can also be
provided and fa cilitated in a classroom environment where any number of Application User
trainees is welcome . This session is typically not possible during the standard one-day site visit
so additional days would need to be considered to facilitate extensive user training classes .
Experience level of staff
It is assume,! that any uscra who participate in training have sufficient prerequisite training
provided by the City to und erstand how the different software modules cotTespond to their job
functions. See below for a short list of application types .
Application TyJ>es
Based on the products and options purcha sed , any combination of the below software modulet-
could be the focus of the training .
I. Platform Training
2. ACIS /311 /FAQ Module and related components
3. FirstRcspondcr/Sel eclAlert and related components .
Documentation:
System Administration Documentation is included with all systems . One
hardbound copy 3 ½ inch 3-ring Binder is provided at the date of installation.
Unlimited access and utilization of digital copies arc also available through the
product interface delivered through the developments site upon a notice to
proceed . This same digital copy is centrally hosted and is also available to all
users of the product through the delivered interface .
City or Enak:wood. co sow Tclc-Worb,lnc. Pap-SI •
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Exhibit 2
Introduction
The Products and Services described below will allow citizens of the City of Englewood ("City")
to access the Parks and Recreation data host and ePayment functionality for interactive and
transactional voice and web services .
The following Products and Services are provided within this Scope of Work:
Section #1 : eVision Platform Server
Section #2 : FirstResponder Module
Section #3: Tele-Works Voice Response ("TVR") Software and Application De ve lopment
Section #4: Parks and Recreation TVR Application Development
Section #5 : ePayment Module
Tele-Works will provide complete installation and training associated with each aspect of this
Scope of Work. Tele-Works will provide a one-year warranty per the terms of the contract
dating from acceptance. The fun ctionality statements included in TeleWorks marketing,
functional and technical documentation shall also serve as binding statements as to the
functionality of the systems being procured from Tele-Works under this Agreement.
Section #I : eVlslon Platform
The eVision Platform will operate in a normal office environment, use standard telephone and
network connections, and be configured as a stand-alone rack mountable or desktop chas sis. The
specified Platform will be delivered with 12 voice ports, 2 fax resource s, I 1TY port , and 12
English enhanced text to speech resources . The City is expected lo sign the Speechworks
Agreement. Port capacity can be expanded as necessitated by future deployments of interactive
applications .
The Platform will reside in a secure network environment provided by the City . Measures taken
by the City to provide the secure network environment include, but are not limited to, the
licensing and installation of anti-virus software ard periodically updating secu, y patches and
virus definitions to assure that the Platform environment is protected .
Section #2: FlrstResponder Module
FirstResponder software version 5.x will generate event notifications over multiple channels and
reside on the Platform described in the ,liove Section , The City is required to license and install
anti-virus software and periodically update vir.·s definitions to assure that the Tele, Works
telephony Platform and FirstResponder software are protected from viruses that could be
contracted from any source including, but not limited to, the local network, the Internet , email or
physical disk or data exchange .
The City has the option to create and store contact lists within a MS SQL 2000 or MySQL 4.x
database residing on a City server or on a MySQL database provided by Tele-Works and stored
on the FirstResponder Platform , Information stored in the database includes, but is not limited to
name, contact method and contact number (i.e . phone number),
The FirstResponder software will reformat a single informational post made by a system
administrator and deliver the message over the communication channels listed below .
Administration of the system is web based and accessible by an unlimited number of authorized
users , The system administrator(s) will log onto the system, type text for a notification message
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and post the message content. The content will be automatir•lly reformatted for each
communication device and relayed IO the individual device qu •,ue. If desired by the City,
different content may be formatted for the various devices.
• Voice Broadcast -This method of notification allows the City to initiate
unlimited outbound voice calls to Voice Broadcast lists of designated
telephone recipients .
• TTY Broadcast-This method of notification uses Voice Broadcast lists in the
same manner as Voice Broadcast described above to disseminate an event
notification to telephone numbers identified as TTY-enabled devices in tl:e
database.
• Fax Broadcast -This method of notification enables the system administrator
to transmit unlimited outbound faxes to fax notificatioa recipients .
• Email Broadcast -This method of notification enPbles the system
administrator to transmit unlimited outbound emails to designated email
notification recipients .
• Web Broadcast -This method of notification enables the system
administrator to transmit information to designated City website.
Broadcast statistics are available during and after each notification and include detailed results
from each notification event.
The SelectAlert application will integrate with the City's MS SQL or MySQL database and will
allow the City's end-users to opt in or opt out for specific types of event notifications anu to
select the method of contact. The application will be accessible via the web and hosted on a
secure City provided IIS web server and maintained environment utilizing SSL protocol at the
option of the City.
Section #3: TVR Software and Appllcadon Development
The TVR License allows callers on every port of the system to interact with telephony compliant
web applications, termed "TVR Application" and specified under subsequent sections . This
license can be utilized for Tele-Works develo ped TVR applications only . These resources
provide the Web-to-Voice functionality for any web-based information that is not recorded in
natural voice. Enhanced text-to-speech resources are provided with the Platform. These
resources will be utilized if no natural voice recording is provided.
Tele-Works will develop the application detailed in the following sections designed to provide
dynamic and ·nteraotive infer nation servicea via the telephone and web-based environment.
'felephone us m will UBC any toucbtone telephone to access the application by dialing a local
City phone num r. Personal computer usera will acceas the application b; connecting to the
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Internet via an ISP and using a standard World Wide Web Browser interface (Netsca pe, Internet
Explorer• 4.x version browsers or higher).
Development is subject to the functional limitations and the contractual terms and co ,ditions
associated with database functionality, integration and/or use of any application programming
interface (AP!) software from the Cit y's data vendor, Vermont Systems . The City is responsible
for the purchase of the AP! and any ongoing maintenance fees for this interface . Final
application diagrams will be provided by Tele-Work s in coordination with the City and
applicable department. Application Develo pment will not commence until appropriate
representatives of the City approve the final application diagrams.
Tite application will reside on a web server pro vided and maintained within a sec ure network
environment provided by the City. The City is t •sponsiblc for all standard maintenance and
licensing for the application web server including , but not limited to, data archival and ba ckup,
serv ice packs, sec urity patches and update s •nd do m"in registration. Further, th e City will license
and install anti-virus software and peri 1di1. llv upd ate virus definitions to assure that the Tele-
Works telephony Platform and TVR softw&.. arc protected from viruses that could be contracted
from any source includin g, but not limited :o, th e local network, the Intern et, ema il or physi cal
disk or data exchange .
The TVR application will offer comprehensive ~ud secure services utilizing Se cure Socket Layer
("SSL") encryption and a digital certificate (VeriSign) for which the City is re spu nsible for
procuring. If the City currently maint ai ns an SSL certificate on the appropriate serv:r, no
additional certificates are required, however the City will be responsible for keeping this seturity
certificate current.
In cluded with the TVR application is a camera-ready broch ure . '!"he ,'on ,;'.;te d camera-rctdy
brochure will be available onlinc as a downloadable PDF docufi -en t ,1 cd the City will be
responsi ble for all printing costs .
Also inclu dccl wi th each TVR application is the profes sio nal recc.r ~ing oi' the first I 00 voice
prompts fo r th e telephone interface; overages will be billed separately to the City. Pricing for
TVR prompts in excess of the initial JOO recordings : $10 per pro mpt in 25-word increments .
Minimum orders are $150 for Engl ish and $200 for Spanish . A $100 setup fee appli es for repeat
orders .
Section #,4: Parks and Recreation TVR Application Development
Tele-Works Parks & Recreation integration to the City of Englewood's Vermont Systems
database will include the follow ing functionality :
• User login : Allows the user to login to their existing account using their
Household 10; The user will also be required to provide additional input
which will be validated against records within their Rectrac system.
• Online Catalog: (Web Interface Only) This will provide info rmation on
currently available activities along with real-time details such as availability,
age requirements , and class location and times . Users can select classes
dircc•.J y from the catalog once they are logged h Basic search capability is
offered utilizing the "Keywords" field with Rcctrac.
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• Class Registration : Upon successful login, members will be a II owed to
register themselves or members of their household in .he activity section(s) of
their choosing by directly entering activity/section numbers or through the
Online Catalrg. Certain enrollment restrictions such as age limitations can
be observed . A user must be registered within Rectrac to enroll in classes
th reugh Tele-Works' application .
• Wailing Lists: If a sec tion is full , the use r will be all owe d to enro ll in a,,
active waiting list. If spots become ava ilable , the ci ty will be responsible for
contacting those on the waiting list .,. iil l ai,y openings.
• Class Registration Questionnai n·,. (Web Interface Only) Upon successful
log in , memb ers will be allowed to regi ste r themselves or members of their
househ old in the activity section(s) of th ei r choosi ng by directly er. te .in1
activity/section numbers or thros ~'.• 'he O~line Catalog . Certain enrollmet,I
restrictions suc h as age limit at10 n, can be observed. A user must be
reg istered within Rectrac to r.nro li in classes through Tele-Works'
application .
Tele-Works will cons ider integrating the ability for the syste m to notify appropriate City staff via
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e-mail when a successful registration through Tek-Works' interfa ce causes the "minimurn •
enrolled" value to be exceeded . Although there is currently no support for this feature and
additional di scovery work will need to be accomplished, if it becomes evidently feasible withcut
an excessive amount of effort, Tele-Works will include thi s functionality as part of the quoted
effort.
For proper Tele-Works integration , the population of the Rectrac databa se by the City must
conform to Vermont System standards to guarantee that the standa rd programming interfac e
references the ap propriate data. The City understands that thi s may require data scrubbing and
normalizing efforts from City staff to ens ure application performan ce and provide for the best
end-user expe rienc e.
Updating Vermont Systems "ith suc cessful eCheck payments is co ntingent upon API
functionality.
Section #5: ePayment Module
The ePayment Module is a sing le sys tem user license that will enable credit card and eCheck
payments for all applications, whether defined in this Scope of Work or added in the future, that
use the same transaction ~reces sing method and vendor. For credit cards, this module is
responsible far secure transaction s, account verification and the auth orization of payments from
City cardholder issuing institutions . Payment amounts will be reserved for the City upon
authorization of payment. and will be transferred in batch processes from cardholder accounts to
the City's Merchant Account(s). Upon verification and transaction authorization, a confirmation
or transaction number is provided to the citizen . Payment information will be routed back
through the application to be posted to the data host(s) in a method specified by the City for each
specific TVR application developed . The City will be responsible for an Internet Gateway,
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Merchant and Payment Processing relationship and on going fees with accredited service
providers . Tele-Works will assist the City to assure compatibility, but all associated fees relating
to payment processing are the responsibility of the City .
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SCHEDULE J,l(q)
THIRD PARTY SOFTWARE
12 Enhanced Text-to -Speech Resources (English)-Speech Works Speechify
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SCHEDULE 1,l(r)
LISTING OF VENDOR SOFTWARE
TVR Softwar<: License Departmental -eVision 5.5
TVR Parks and Recreation Activity Registration Application-custom ASP application
development
ePayment Module Departmental -custom ASP application development
FirstResponder including Broadcast Modules and SelectAlert -eVision 5.5
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SCHEDULE 5.1
COPIES OF
THIRD PARTY LICENSE AND MAINTENANCE AGREEMENTS
See following two (2) pages
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SPEECHWORKS END USER AGREEMENT
This ENO USER AGREEMENT, cffe~ tivc==---is entered into by an d between T:lc-Works, Inc .
("TW") and The City of Englewood ("E~'O USER").
WHEREAS , TW has entered into a Value Added Reseller Agreement between Tele-Works , Inc . and Speech Works
International, Inc ($W I), whereby SW I grants and TW accepts a non-exclusi ve and non-tra nsfe rab le right to I (a)
reproduce certain SWJ Software for the purpose of incorporating such sortw11rc into TW products and (b) to market.
license and distribute the SWJ software as a pan of the TW products pursuant 10 .1 11 END USER AGREEMENT
entered into by TW nnd END USER .
NOW THEREFORE, TW and END USER agree ns follows :
I. License Grant. TW grants to END USER a non-e xclusive , non -transferable right and licen se to use the TW
products [include applicable limitation s-one ma chine -one loc ation , etc .).
2. Ownership of Licen sed Software. END USER ackn owled ges that TW and its liccn sors and/or suppliers retain all
right, title and interest in and 10 the original, and any copies, of the TW products and ownership or all pat ent,
copyright, trade secret, trademarks and other inte llectual property rights pertaining thereto, sha ll be and remain th e
sole property or TW and its liccnsors and/or su ppliers . END USER sha ll not be an owner of any copies of, or ha ve
any in1crcs1 in , the TW produ cts, but rather, is li censed pursuant to this Agreer,,cnl to use suc.:h copies . w'illltl ul
limiting the generality of the foregoing, END USER receives no rights and agrees not to : (i) modify, po11, tm 11!i ln le,
locali ze, or create derivative works of the TW products ; (ii) decomp ile , disasr :.nb le, reverse engineer or attempt t.:>
reconstruct, iden tify or discover any source code, underlying ide11s, underl ying user interface techniques or
algorithms of the TW products by any means whatever, or discl ose an y of the foregoing ; (v) sell , lease , license,
sublicensc, co py, market or dis~ribute the TW products ; (vi) knowingly take an y action that would ca use any TW
products to be plnccd in the public dom ain; or (v ii) distribute any batch or off-line processing of content using the
SW) Software , except by payment of the applicab le "port" fees or use any speech datn files delivered by SWI exccpl
in connection with th ~ SW! Software .
3. Acknowledgment of Pror,rictary Materials · Limi1ations on Use. END USER acknow led ges tha1 the TW 1;>roducts
arc protected by the inte llectual property laws of the United States and other countries, and thot they embrdy
valuable confiden tial and trade secret infonn ation ofTW or its licensors and/o r suppliers . TW agrees to hold thc·n in
confidence and agrees not to use, copy, or disclose , nor pcnnit any of its personne l to use, copy or disclose the same
for any purpose that is not spccifica1\y au lh orizcd under thi s Agreement. END USC:.R agrees that TW's li ccnsors an d
suppliers arc intended third party beneficiaries of the prov isions he reof.
4. LIMITATION OF LIABILITY . TW'S , LICENSORS' AND SUPPLIERS' LIABILITY TO END USER AND ITS
OFFICERS, CUSTOMERS AND EMPLOYEES FOR ANY CLAIM ARJSING UNDER TH IS AGREEMENT OR
OTHERWISE ARISING FROM THE TRANSACTIONS CONTEMP LATED HEREIN, REGARDLESS OF THE
FORM OF ACTION WILL NOT EXCEED AGGREGATE FEES ACTUALLY PA ID TO TW DURING THE
ONE YEAR PERIOD PRECEDING SUCH CLAIM .
S. CONSEQUENTIAL DAMAGES . IN NO EVENT SHALL TW OR ITS LI CENSORS OR SUPPLIERS BE
LIABLE FOR ANY SPECIAL, INDIRECT OR CONS EQUENT IAL DAMAGES , IN CLUDING , Bl!T N'.if
LIMITED TO , LOSS OF REVENUES AND LOSS OF PROFITS, EVEN IF TW HAS BEEN ADVISED OF 'I HE
POSSIBILITY OF SUCH CAMAGES.
6Jcm, and Tmpinarign. This END USER AGREEMENT sha ll remain in effect until terminated by the END
USER by providing thirty (30) days written notice to the other party. Upon tem1inatioo of this END USER
AGREEMENT, END USER will discontinue use and destroy or return to TW all TW products that contain SWI
Software .
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IN WITNESS WHEREOF, each pany her<to hu u of the above date caused this END USER AGREEMENT to be
sisned by ill duly authorized representative .
TELE-WORKS , INC .
By _________ _
Nome, _________ _
Title, _________ _
Date. _________ _
EN~ ""-~...+---=
Nam .. ~
Title,_,!ULU""'o:;,.------
Datellf& /, ~/, ~U I
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SCHEDULE 7.4
DEVELOPMENT S RVICES
I. Dev eloped Vcnd ~r Sof\wnr, "D eveloped Vendor Soflware" means compute r
software programs and interfaces, including Development Documents (as later d~f1 ne~ in this
Agreement), deve loped or to be developed by Vendor and/or Employees pursu a 111 tu this
Agreement.
2. Provision of Development Services. Ve ndor sh,11 perform devel opme nt Services
to the exlcnt agreed upon by the parties for a parti cular City project (the "Project"). W nh respect
to each Project, the parties shall agree in writing upon su pplemental terms and condition s
ap pli cable to the rerfomian ce of the Project in cl uding, for examp le and without limit aiio n, (i) a
price an d milestone payment schedule, (i i) a Project performance schedule , incl uding the
appropriate work steps and phases, (iii) Specifica tio ns, (iv) functional and de ta 'led design
specifications, and (v) a schedule of tho se it ems or tasks to be performed by Vendor which must
be approved by City or performed to the satisfactio n of City ("Deliverables"\. Th • •crms and
co nditions established for a Project shall be incorporated in this Agreement, and may be
amended upon the mutual written agreement of the Proje ct Managers (as later defined in this
Agreement). The Section of thi s Agreement titled "Time and Materi als Services " shall also
ap ply to the Project if the development Services are performed on a time and materials bas is .
3. Project Management. For each Project, Vendor and City sha ll eac h designate a
project manager (the "Project Managers") who shall have the responsibilitie s set forth in this
Exhibit and as otherwise agreed upon by the parties . Each Project Manager shall be responsible
for providing timely management decisions as required or requeste d relating to the Project.
From time to time at the request of the City Project Manager, the Vendor Project Mana ge r shall
provide to the City Proje ct Manager a written report of the status of the Project.
4. Approval of Delivera bles . The supplemental Proj ect terms and conditions sha ll
es tablish time frames for the acceptance process of Deliverables ; any referenc e to dates or time
periods in this Section sha ll mean the dates mutually agreed upon by the parties in, or d eterm in ed
in accordance with, such terms and conditions. The Vendor Project Manager shall submit each
Deliverable to the City Project Manager on or before the specified delive ~1 date . Within the
established time iram e, City shall approve or disapprove the Deliverable '.J y providing written
notice to Vendor , City shall desc1ibe in any disapproval the ways in which the Deliverable fails
to con form to the established requirements and/or the Specifications for the Project or porti on
thereof; City may also suggest corrections or improvements which may cause the Deliverable to
meet such standard . Vendor shall resubmit the Deliverable to City for ai,proval as provided in
this Section, within the established cure period . City may extend the period of time for
resubmission of the Deliverable if Vendor submits a written request outlining the specific
reasons why Vendor cannot comply with the requirements together with Vendor's proposed
alternative schedule for resubmission of the Deliverable . Vendor may submit draft versions of a
Deliverable prior to the required date for the informal comment of the City Project Managor .
City's appro :·al of a Deliverable only indicates that City has reviewed the Deliverable and
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detected no errors or omissions su ffi cient enough to warrant the withholding or denial of
payment, if any , for such Deliverable . City 's approval of a Deliverable does not discharge
Vendor's obligation to provide a completed Devel oped Vendor Software that as a whole
conforms to the Specifications .
5. Acceptance Testing Procedures. In connection with each Project, the parties shall
mutually agree upon appropriate acceptance testing criteria and procedures for the Developed
Vendor Software . The applicable acceptance testing criteria and procedures must be successfully
satisfied and performed prior to City's acceptance of the Developed Vendor Software. If any
defects or deficiencies are discovered during acceptance tes !:ng , City shall so notify Vendor, and
Vendor shall have thirty (30) days from receipt of such notice to correct the deficiencies . If
necessary, Vendor and City may mutually agree upon an additional time period in order to
continu,, acceptance testing of the corrected Developed Vendor Software. For purposes of an
item of Developed Vendor Software , the term "Acceptance Date" shall .,,can the date when the
Developed Vendor Software successfully satisfies the applicable acceptance testing criteria.
Acceptance of an item of Developed Vendor Software does not waive any warranty rights
provided in this Agreement for Developed Vendor Software .
6. Change Orders . By providing written notice to the Vendor Project Manager, City
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may request Vendor to perform additional work or changes within the general scope of the
Project and Vendor agrees to perform such work or changes . If a change causes an increase or
decrease in the price or time required for perfom1 ance as mutually determined by the Project •
Managers, a negotiated adjustment shall be made in the Project price and/o r performauce
schedule . Changes outside the general scope of the Project shall be governed by the following
Section .
7. Additional Work . By providing written notice to the Vendor Project Manager,
City may request Vendor to perform additional Services outside the general scope of a Project.
At its option, Vendor may submit, at no charge to City, a written proposal for such Services
including a price/cost proposal, expenses related to travel, lodging and meals, a delivery
schedule , and any other infom1ation reasonably related to such request. Within a reasonable time
period reque sted by VenJor, City shall accept or reject such proposal. If Vendor chooses not to
provide a proposal in response to City 's request, Vendor shall promptly notify City.
8. Remedies for Failure to Perform. If Vendor defaults in the performance of a
Project City may, in its sole discretion, elect to (i) terminate the Project, return to Vendor all
Development Documents and receive a refund from Vendor of all amounts paid to Vendor with
respect to the Project, (ii) enter into a joint development ,.ffort with Vendor to complete the
Project at no additional charge to City, (iii) extend the time for Vendor performance at no
additional charge to City, (iv) continue development itself or in connection with a third party,
and/or (v) terminate the Project. The foregoing remedies do not constitute exclusive remcdie ,
In the event City elects to continue development efforts itself, or to continue development efforts
with the involvement of a third party, Vendor shall provide to City all Vendor proprietary or
other information reasonably required to complete such development. City agrees that any third •
parties pursuing such development with City shall agre to comply with non-disclosure and
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confidentiality provisions to protect Vendor 's infonnation . City may use the information as
necessary in order to complete the Project.
9. Rights Upon Project Completion . Upon completion or termination of a Project
for any reason , Vendor shall provide to City all copies of all Developed Vendor Software and
Development Documents, whether completed or partially completed, (except if City elects (i) in
the previous Section) and shall return to City any and all copies of all information provided by
City to Vendor in connection with the Project. City shall be entitled to obtain maintenance and
support Services for Developed Vendor Software under the Sections governing support of
Vendor Software .
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SCHEDULE 7.S(a)
EQUIPMENT SUPPORT
I. Servi ces Provid ed. Vendor agrees to prov ide maintenance services on inoperable
Equ ipment which arc necessary to return the Equipment to good operating condition . All such
maintenance shall be performed during the hours of 6 :30 A.M . to 3:30 P.M., Mountain Time
Monday throu gh Fri day, exclud ing Vendor ob served holidays (the "Principal Period of
Maintenance "). Vendor will at no additional charge, provide new replacement parts for the
Equipment on an exchange basi s requ ired as a result of normal use . Parts removed become the
property of Vendor . Service or pans required for the Equipment as a result of other than nonnal
use (e .g., accident , fire, lightning, water damage , negligence, misuse or repairs , alterations or
modifications performed by persons not authorized by Vendor) are not included hereunder and
are charged at Vendor's prevailing rates on the date such service or repairs are perfon,1ed .
Service •equested by City to be performed at times other than during the Principal Period of
Maintenance shall be subject to Vendor's personnel availability and charged to City at Venr ~s
ovenime rate on the date such servi ce is performed . Vendor will also provide assistance by
telephone to answer urgent and immediate questions during the Principal Period of Maintenance.
All serv ices to be performed hereur.de, -~ay be performed by Vendor or by third panics
designated by Vendor .
2. Servi ce Re sponse Time . Un i,,-s otherwis e specified , Vendo r agrees to respond to •
any request for service before 10 :00 a.m., Mountain Time, of the next working day af\er the
reque st.
3. Excluded Services. Th e maintenance service to be pro vi ded by Vendor under this
Agreement shall not include the following :
(a) Performing services in connection with the use of the Equipment in
conjunction with other equ ipment or software, the relocation of the Equ ipment, the rewiring or
rerouting of cables , or the addition or removal of accessories , attachments , features , or other
devices ;
(b)
(c)
the Equipment ;
El ectrical work external to the Equipment;
Maintenance of acces sories , attachments, feattres , or devices olher than
(d) Maintenance of Equipment from which the original identification marks
have been removed or altered;
(e) Repair of oa .• ~~~e resulting from (i) accident, transponation, neglect, or
misuse by City, City's failure tl provide the necessary facilities or specified operating supplies,
or failure by City to meet site specifications applicable to the Equipment; (ii) causes external to
the Equipment such as, but not limited to , unusual physical stress, failure or fluctuation of •
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electrical power, air conditioning or humidity control; or (iii) any cause other than ordinary use
(e.g., accident, fire, lightning, water damage, negligence, misu se or repairs, alterations or
modifications performed by persons not authorized by Vendor);
(f) Furnishing expendable or consumable supplies, equipment or accessories
or painting or refinishing the Equipment;
(g) Maintenance of the Equipment or ponions thereof which City has
modified or rep aired as set fonh in Section 5 here of or ponions of the Equipment affected by
such City modifications or repairs;
(h) Reconditionin b required when rep ai r and pans replacement cannot keep
the Equipment in operating condition ; an d
(i) Specific requests by City for mainten ance outside the scope of this
Agreement.
4. City Modifications. City shall inform Vendor in writing of any modifications to
be made by City or any th ird pany to the Eq uipment. Vendor sha ll not be responsible for
maintaining City or third pany modified ponions of the Equipment or ponions of the Equipment
affec ted by such modified ponions .
5. Ci ty Repairs . Maintenance or repairs requested due to City's unauthorized repairs
or maintenance shall be subject to Vendor's personnel availability and billed at Vendor's standard
time and materials charges.
6. City Suppon . City agrees to use th e Equipment in accordance with the operating
manuals for the Equipment. City agrees to provide Vendor with access to its facilities and the
ne ces sary equipment and documentation for Vendor to perform maintenance, and with sufficient
support and test time so that Vendor is ab le to duplicate any problem reported, to cenify that the
problem is with the Equipment, to correct the problem and to ce nify to City that the problem has
be en corrected.
7. Additional Chnrges. With resp ec t to (i) maintenance of the Equipment which
Vendor provides in response to a request by City for maintenance and which Vendor is not
obligated to provide under this Agreement , or (ii) corrections for difficulties or defects traceable
to City's unauthorized acts , errors or system changes , City shall pay Vendor for all efforts toward
such services, corrections or remedies at Vendor's then current standard time and materials
charges. With respect to any repairs which are excluded from this Agreement and which are
required for the Equipment to be in proper working order, Vendor wiJI suhmit a clescription of
the work which is necessary to restore the Equipment to proper working order and the charges
therefore, and will request pcmtission to restore the Equipment to proper working order. If
Vendor is not granted the permission to perform such restoration at City's expense, Vendor shall
have the right to terminate all its obligations under this Agreement with respect to such damaged
Equipment.
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8. Travel Expenses . The maintenance fees payable hereunder includes all travel and
related charges if required with respect to maintenance services provided hereunder during the
Principal Period of Maintenance.
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SCHEDULE 7.S(b)
SYSTEM SUPPORT AND MAINTENANCE
I. Obligations . Maintenance of and su pport for the System as required in
connection with this Agreement shall be provided to City in accordance with the provisions of
this Schedule 7.5(a).
2. Availability. Venour shall provide maintenance an d support for Critical and
Major failures (defined below) 24 hours a day, 7 days a week .
3. City Point-of-Contact (POC). City shall designate one primary point-of-contact
(and one back-up -to be used when the primary po int-of-contact is unavailable) through which
all support reque sts shall be funneled . This de sig nat io n shall be made , in writing, within 10
working days after contract execution ; provided however, that if City does not designate a POC,
all support requests shall be funneled through City's Director of Information Tech nolog y.
Changes to the POC li st will be made, in writing, by an authorized City representative .
Additional POCs shall be available through special arrangements with Vendor .
4. Version >rt . Ve ndor Software maintenance support provided b y Vendor
shall be for (i) the mo st •• rrent revisi on level of the most current production version and (ii )
previou s production versions for a minimum of 12 months after the previous version is
superseded. Support for ear lier production releases is availab le via a customized s upport
agreement with Vendor.
5. Co mmunication Mech ani sm. Com municati ons between City and Vendor will
include:
Electronic mail
Facsimile Teleph one
Telephone
Internet/Web Page
The Vendor support e-mail nddress is twsupport@tele-works.com. The Vendor fax
number is (540)951-4016 and should be addressed to the Vendor technical support organization.
Tioe technical support telephone is (540)951-6402 and will be sta ffed by a customer technical
support representative during the hours of 6:30 AM to 3:30 PM Mountain Time . Voicemail mail
be provided for back -up when the lin e is busy . Pager support shall be provided after hou11
support fo r reporting Critical and Major failures. In addition, during normal bu sin os~ hours, City
has the option to transfer to the Vendor receptionist in the event of urg ent tech.,,~,: support
requirements. City will inform the receptionist that urgent technical ssppon is required . The
receptionist will use best efforts to connect the caller with an appropriate customer technical
support representative .
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6. Vendor Software Defici encies. Vendor defines a Vendor Software Deficiency as
an event whereby the Vendor Software docs not perform as documented or documentation is
incorrect. The policies described in th is Schedule 7.5(b) apply to the Vendor Software.
7. Suppon Staffing and Responsibilities Requests for support are taken by a
technical suppon representative who records the information as described in Sectio n 8 below . If
the technical s uppon repre sentative is unable to immediately resolve the problem , the problem is
assigr.ed to suppon en gineeri ng . The tec hn ical suppon representative is also responsible for
monitoring the progress of deficiency reso lution and rcponing th at progress to City as required .
8. Reporting Deficiencies. During th e initial contac t with City, the customer
technical suppon representative will verify that a valid suppon contract exists . In order to
accelerate Venc'or's response to the reported deficiency (the "Deficiency Notification"), Ci ty
should have the following information available:
• Contact information
• Description of the problem
• Suggested deficiency classification
If the Deficiency Notification is not resolved during the initial contact, the Vend or customer
technical support ~cpreser.tative shall respond to City after submiss ion of the Deficiency
Notification by providing City with : •
• The call tracking number for the Deficiency Notification
• The Deficiency Classification (defined in Section 9 below) initiall y assigned to the
Deficiency Notification (Classifications may change during the resolution)
• An estimated lime frame for problem resolution, or more likely on the initia l ca ll , a plan
for continued contact until a better estimate for resolution and/or actua l resolution can be
provided . Callbacks will be based upon the Deficiency Cla ssification .
9. Deficiency Classification . Vendor, with the concurrence of City, shall clas si fy each
deficiency reported in a Deficiency Notification accord ing to tl1e following deficiency criteria:
Critica l
Major
Critical Business Impact, production system down . Fatal condition which precludes
significant useful work from being done, or, in the judgment of City, significantly
precludes developer and/or end-user opera tions or ca us es continuous uns cheduled
r ow ntime of a production system . Any fai lure of the CAD elements of the System
shall be deemed Critica l.
Significant Business Impa ct, important features are un avai lable witb l ,~ acceptable
workaround . City development or productio n operation s arc seriou •. y im paired .
However, end-users are operational due to a workaround.
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Minor
Warning
Informational
Some Business Impact, important system features ~navailable but workaround
available or less significant features unavailable with no reasonable workaround.
Degradation condition which causes program or system failure, causes misleading
or incorrect output, causes function to not execute as documented, and/or disables
one or more nonessential functions .
Minimal Business Impact. Impairment condition which causes user confusion
and/or impairs one or more nonessential, but desirable, functions, including
functionally in co rrect documentation . Workaround is awkward, but does not impair
operations . Condition causes minimal or cosmetic deficiencies .
Information or enhancement reques;, Explanation of a fcature(s) r•~uested or a
Vendor Software enhancement requested .
10. Deficiency Con-ection Requirements. Upon receiving a Deficiency Notification from City,
Vendor shall provide responses to the Deficiency Notification as specified in the table below. City must
either provide on-line access to a system where the deficiency can be reproduced or agree to close the
problem . First level response shall be within the time frame described in the firnt column . Second level
response, or the response required for deficiency resolution, shall follow the requirements described in the
second column. For example, if Vendor is unable to reproduce the deficiency on the most current
maintenance release of the Ver:dor Software, Vendor will ad vise City to upgrade to the cun·ent
maintenance release prior to comn:,,,ncing deficiency resolution . Final level response will be provided no
less frequently than once a year .
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Deftcleacy Cla11es Finl Level' Second Level 1 Final Level
Critical 2 hou11 Constant effort until Finally resolved in
relief provided or until next regularly
Deficiency reduced to
minor status .3
scheduled rel ease.
Deficiency remedied
within 12 hours after
initial notification.
Major 4 hou11 Constant effort until Finally resolved in
relief provided or until next regularly
Deficiency reduced to
minor status.1
schedu le• release .
Deficiency remedied
within 24 hours after
initial notification.
Minor Three (3) business Deficiency remedied Finally resolved in
days within ten (10) next regularly
business days scheduled release.
Warning One (I) week I::eficiency remedied Finally resolved in • within two (2) weeks next regularly
scheduled release
lnfonnat ional One (I) week Deficiency remedied Finally resolved in
within four (4) weeks next regularly
scheduled release
I Finl level response means that a Vendor engineer or other technical staff will contact Cit)
~thin the time frame spccified via telephone commun ic ation or as otherwise appropriate under the
~in:umatancea .
2 Second level reaponse means Vendor will prov ide a workaround, fix, or patch implementini
he deficiency correction within the specified time frame which alleviates the difficulty but has no
~ been I\Jlly tested or incorporated in a release within the Second Level time frame .
' However, when Vendor is unable to duplicate a deficiency, remedial action canno
1:0mmencc until Vendor has received magnetic or electronic media arul/or access to the rela~-.d
~mputer ay,llml from Licensee exhibiting the error, and, in such cases, the schedules set forth ir
Jhia Section ahall apply only following Vei1dors receipt of such media, equipment, and/or access .
11. Patch Diatribut10n and Quality . In all cases where possible, Vendor shall provide
patches and worlcarounda on-line . Vendor shall conduct deficiency corrcctio :, validation tests •
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.(on a standard base level 1y1tem) and regre11ion tutlna for pateh compatibility prior to sending
the same to City ,
12 . Final Level Distribution and Quality, Final level denciency corrections will be
distributed via magnetic media . Vendor aha11 co11duct teat quality a11urance meuurcments on
the Final Level deficiency correction release aufflcient to demonstrate that each reported
deficiency has been rectified and that the Vendor SoRwarc continues to meet the Specifications
in all material aspects .
II
See following page
SCHEDULE 9.2
PAYMENT SCHEDULE
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EXHIBIT A
NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGRr.EMENT, dated_____ , 2006, is between
THE CITY OF ENGLEWOOD, COLORADO , 11 Colorado municipal corporation ("City") and
TELE-WORKS, IN C. ("Vendor").
W I T N E S S E T H:
WHEREAS , Vendor ma y provide inform ation lo City in connection with the bu siness
purposes described in Schedule A, attached hereto, (the "Bu si ness Purpose") and Vendor desires
City to keep certain of such infonnation confidential; an d
WHEREAS , in consideration of the di sc losure of such information to City, City is
willing to keep su ch in fo rmation confidential in accordance with the terms and conditions se t
forth in this Non-Disclosure Agreement ;
NOW, THEREFORE, City and Vendor hereby agre e as follows :
1. Information. As used herein , "Information" sha ll mean both (i) wri tten
•
information received by City from Vendor which is marked or identified as confidential , and (ii) •
oral or visual infon~alion identified as con fidential at the time of dis closure which is
summarized in writing and provided to City by Vendor in such written form promptly after such
oral or visual disclosure .
2. Confidentiality. City may use Information received under this Non-Disclosure
Agreement, and may prov ide such lnfonnation to its employees and contractors for their use,
only in connection with the Busines s Purpose. City agrees that, subject lo the requirements of the
Co lorado Open Records Act, CRS Section 24-72-101 et. seq., for a period of two (2) year from
receipt of lnfonnation, City will treat the lnfonnation with the same degree of care and
confidentiality which City provides for similar infomiation belonging to City which City docs
not wish disclosed to the public, but not less than reasonable care. The foregoing shall not
prevent City from disclosing Information which is (i) already known by City without an
obligation of confidentiality, (ii) publicly known or becomes publicly known through no
un authorized act of City, (iii) rightfully received from a third party without obligation of
confidentiality, (iv) independently developed by Ci ty without use of the Infom1ation , (v)
disclosed without si milar restrictions by Vendor to a third party, (vi) approved by Vendor for
disclosure, or (vii) required to be disclosed pursuant to a requirement of a governmental agency
or law so long as City provides Vendor with timely prior written notice of such requirement.
3, Return of Information. Upon completion of the Business Purpose and upon the
written request of Vendor, City shall re tam all copies of the Information to Vendor or certify in
writing that all copies of the Informat io n have been destroyed. City may rerum the lnfonnation ,
or any part thereof, to Vendor at any time .
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4. Disclaimer of Warranty and Limitation of Liability, Vendor makes no
warranty, express or implied , with respect to the Informat ion. Neither party shall be liable to the
other hereunder for amounts representing loss of profits, loss of business, or indirect,
conseq uential, exemplary, or punitive damages of the othe r party in connection wi:h th e
provision or use of the lnfocmation hereunder.
S. No Further Rights. Noth in g contained in this Non-Disc los ure Agreem ent shall
be co nstrued as granting or co nferring any rights by li ce nse or otherwise in th e Inform ation
except as provided hereund er.
6. No Commitment. TI1e parties expressly agree th at the prov is ion of lnform r,tion
und er this Non-Disclosure Agreement and discussions held in co nn ect ion with the Business
Purpose shall not prevent City from pursuing simi lar discussions with third parties or obligate
City to co ntinue discu ssions with Vendor or to take, comi nu e or forego any ac ti on relating to the
Busine ss Purpo se. Any est imate s or forecasts provided by City to Vendor sh all not constitute
co mmitment s.
7. Media Rel eases . All media relra ses and public ann ou ncements or disclo sures by
Vendor relating to this Non-Disclosure Agree1,1en1 , its subject mailer or the Business Purpo se
shall be coo rdin ated wit h and appro ved by City in writing prior to the re lease thereof .
8. Miscellaneous. Any notices required by this Non-Disc lo sure Agreement sha ll be
given in hand or sent by first cla ss meil to the applicable address set forth in Sche dul e A. The
parties agree that this Non-Disclosure Agreement and any allac hment s hereto (i) are the
comp lete and ex clusive sta tement between the parties with respect to the protection of the
confi den tiality of th e ln fo:ma tion, (ii) supersede all related di scussions and other
co mmunications between the ps!lies, (iii) may on ly be modified in wri ting by authorized
representatives of the partie s, and (:v) SHALL BE GOVERNED BY THE LAWS, OTHER
THAN CHOICE OF LAW RULES , OF THE STA TE OF COLORADO .
IS
IN WITNESS WHEREOF, City and Vendor have each caused this Non-Di sclosure
Agreement to be signed and deEvered by its duly authorized officer or representative , all u of
the date first set forth above .
APPROVED AS TO FORM :
Cit y Attorney
TELE-WORKS, INC.
By: ________ _
Title: ____________ _
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SCHEDULE A
BUSINESS PURPOSE AND NOTICES
Business Purpose :
The project is defined as the installation and configuration of a customized and comprehensive
telephony and web platform for inbound and outbound technology, eVision, by Tele-Wo rks, Inc .
at the City of Englewood , Colorado (the City). The project as outlined in the Scope of Work
encompasses all aspects of the City's implementation of eVisi on. eVision will be installed and
configured to meet the Parks and Rec reation and outbound communications needs as identified
by Exhibit 2 and the City through their due diligence process .
Arldresses for Notices :
City:
with a copy to :
Vendor:
Ci . y ofEnglewood, Colorado
1000 Englewood Pkwy
Englewood, CO 80 I 10
Attn: Don Ingl e, Director of IT
Office of the City Attorney
Ci '.y ofEnglewood , Colorado
I UOO Englewood Pkwy
Englewood, CO 801 I 0
Tele-Works, Inc .
POBoxM
Blacksburg, VA 24060
Attn: Elaine T. Vass Gal
17
• EXfilBIT B
PCI COMPLIANCE STATEMENT
Sec following two (2) pages
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90
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COUNCIL COMMUNICATION
Date : Agenda Item: Subject:
May 1, 2006 9c iv Procurement Agreement with Tele-Works, Inc. -
e-Services System -
Initiated By: I Staff Source :
D epa rtment of Information Technology Don Ingle, IT Dire _,.:
COUNCIL GOAL AND PREVIOUS COUNCIL ACTION
• In 2002, Council adopted the Strategic Informat ion Systems Plan (SISP) identifying the goal of
applying technology to enhance citizen information and participation, wh il e improving City
service delivery and efficiency.
• During the replacement of critical business systems (e.g. Finan c ial, Recreation, Utility Billin g.
Permits, Municipal Cou rt, etc.), the Plan ca lls for the se lecti on of techn ologies that fac ilitate on-
line services, where appropriate. Sy stems ha ve been selected lhal include th e ability to
integrate with on-line services.
• In the 2006 MYCP, funds w ere approved for the purchase of an integr ate d Elec troni c Services
platform to establis h a bas e system for providing Internet and tel ephone-base d elect ronic
services. Funds were als o approved in the 2005 MYCP, and ca rri ed over l o 2006, for
implementation of the on-line Recreation Registration capability.
• This e-Sefl'.ices concept and agreement were d isc ussed al th e April 10, 2006 Council Study
Session .
RECOMMENDED ACTION
It is recommended tha t Council approve, by Resolution, an integrat ed Procurement Agree m en t
with Tele-Worl:s, In c. of Blacksburg. Virqi nia for th e purchase ana implementation of an e-Services
platform for web and telephony-based electronic services. This request is made with an
accompanying Sole Source recommendation for Council consideration .
BACKGROUND, ANALYSIS, AN • UTERNATIVES IDENTIFIED
An important objective of the City's technology invesbnenl program has been lo set a solid
foundation for provid ing ne w on-line information and services 10 Englewood's wide array of
customers. Where only ten years ago the Internet was still a relative nove lty used to obtain more
incidental information and services, today the web is an increasingly "non-discretionary" means of
transacting business and becoming informed.
Since the replacement of the City's numerous 20+ year-old core business systems beginning in
2002, a key selection criterion for these systems (Including financial, human resources, municipal
court, permits, utility billing. and others) has been their ability to easily and securely accommodate
electronic transactions. Additionally, a major milestone was reached in May 200S when the City
"went live" with a new city government website tha~ In addition to providin g a much better design
and expanded conten~ has the cap .. bility of serving as the "engine" for new web-based services .
Attached Is a memorandum with our Sole Source recommendation for the selection of Tele-Works •
to supply the base platform and Recreation Registration application for our initial e-Services efforts.
Recognizing that avoiding a "digital divide" -wherein digital access Is only available to those who
have Internet access at home or at work -is a key goal, we made the conscious effort to seek an e-
Services platform that also offered ubiquitous telephony capabilities that integrate seamlessly with
parallel web services. For example, we found Tele-Works well-versed In providing the capability for
customers to register and pay for recreation classes vi a the Internet or using a telephone , with the
same information and processing engine running in the background for both .
The attached integrated Procurement Agreement with Tele-Works was negotiated using the City 's
detail ed boilerplate for technology contracts and with the active assistance of the City 's outside
technology attorney, Terry Maher of Baird Holm, LLC. Contract negotiations were focused on
ensuring ven dor performance (e.g. performance bonding and other non-performance fa llbacks like
acce ptan ce testing criteria and payment retainage), the inclusion of special indemnification
language for areas such as patent and trade terms unique to the e-Services market, system securi ty
and confidentiality, and favorable costing facilitated in part through the City 's membership in the
non-profit Innovations Group consortium which partners with Tele-Wor ks.
In addition to general implementati on and support services, the procurement includes the following
key elements:
• The integrated e-Services platform for providing information from our systems in a web-
enabled or telephone-based format, including special text-to-speech software that facilitates
the latter.
• Special hardware interfaces to our applications and teleph one systems.
• A secure ePayment module for processing financial tran sactions. •
• A "FirstR esponder• module to be used for automated "outcalling" to customers for spe cia l
announ ce ments (e.g . cance llati on of Recreation events due to inclement wea ther, etc .).
• And, the customer-facing application to make it possib le to register, review and pay for
Englewood Recreation classes over the Internet or by telephone.
It is importanl to note that this Tele-Works platform will serve as the basis for other e-Services in the
future . Though we wi ll ne ed to pay for the user-faci ng applications to provide future access for
services such as permits, parking ticket payment and utility bill pa yi ng, the Tele-Works core platform
being procured und er this co ntract is sized to serve as the foundation for th ese future uses .
FINANCIAL IMPACT
Targeted funds are available in the Information Technology MYCP budget to undertake this project:
Dlsital Service
• IVR Platform (w/ outcalling)
• e-Pay ments Platform
• Recrealion Registration Application
-implementation and Training
• Discounts
Contract Cost
56,00•)
t7,000
30,000
2,000
<S 5000>
Total S 102,000
111 Year Ailnual Support O&M •
~
S 110,000
15,300 •
•
•
•
• The contract was negodated to Include the 1" year of support costs at no cost to the City (starting
from the dale of syslem acc ~ptance). Staff will be working with Finance lo develop an allocadon
model for dlslributlon of O&M costs between user departments after the firsl year of operallon .
LIST OF ATTACHMENTS
Procurement Agreement with Tele-Works, Inc.
Sole Source recommendalion memo
•
•
•
TO : City Council
Department oflnfonnation Technology
Memorandum
THRU : Gary Sears , City Manager
Don Ingl e, IT Direct or
April 19. 2006
FR :
DATE :
SUBJECT : Sole Source Recommendation -Tele-Works e-Scrvices System Agreement
Qveryicw
The purpose of thi s memo is to provide docu ment ati on for staffs rccommend uti on that Council exec ute an
agree ment wi th Tele-Work s hie . und er the City's Sole So urce procurement prov isions citing a special market
condition .
Analysis
The criteria that have been dctennined to be nece ssary fo r a st.1c cc ssfu l an d cost-effective eServices project are
summarized as follows:
• The solution mu st be able to efficiently and effec ti vel y integrate with current muni cipal government
systems use d by the City. with evidence of successful live operation in other jurisdictions. includin g but
are not limited to :
o Vermont Systems' "Rec Trac" Rec reati on Regi strati on Sys tem used by our Park s and
Recrea tion Department.
o The CRW "Traklt" Permit s, Licensing and Code Enforcement system used by multiple
dep artments in the City .
o The PCSS "JEMS " Court Case Management Sys tem used by ou r Muni cipal Court .
• The so lution must offer accessibility via the Internet and standard teleph ony te chnol og ies. and include
the ability to prov ision informati on and services from one electronic source .
• The solution mu st be able to deli ver information in real time .
• The solution mu st offer technology that docs not require duplicati on of effort when updating the web .
telephone and fax modules .
• The solution must offer equal access to disabled citizens .
• The solution mu st meet industry standards and best practices fo r Internet and telephony sec urity.
• The so lution must be scalable to incorporate additional capabi lities as new on-line applications are
added .
• The solution must be cu stomizable to accommodate unique City business proce sses .
• The cost for the base product and the Parks and Recreation module ,hould not exceed $110 ,000 . (Not,·
$110,000 is budgeted in the MYCP for this project.)
Staff has affinned through product research and interaction with numerous other Colorado cities and counties
that the eServices products and services offered by Tele-Works, Inc . are unique in the marketplace with respect
to the City's eServices technology and operating needs noted above. Tele-works has the copyright for
technology that allows a single point of Cilia entry to modify Web, fax and telephone information, obviating the
need for duplicate systems as with other products . They have been proactive in working with our existing
business system vendors such as Vermont Systems , CRW and PCSS in developing eServices interfaces . The
lack of competing vendors that have created these interfaces ensures that we have '1ried and tested "
technologies in place and that the City will not be required to invest in a top-down eServices development effort
for each of these on-line solutions.
Our research has failed to reveal other vendors capable of meeting our requirements .
Other municipalities and counties were contacted and were cooperative in sharing information. Among these
are the following Colorado jurisdictions that have affirmed their own procurement of Tele-Works' products and
services hased on single source recommendations:
• City of Boulder
• City ofBroomfield
• Commerce Cify
• City of Duran go
• City of Pueb'o
• City ofTho'llton
• La Plata C mnty
• Summit Ccnty
The City of Fort Co llins also has a pending sole source recommendation with their Council to contract with
Tele-Works .
Following is further analysis in support of a Sole Source recommendation based on "Product" and "Vendor''
considerations.
Product -Hardware
•
Tele-Works ' products are not proprietary-based systems as is prevalent in this market space: however Tele-•
Works systems are specified higher than standard office-grade computer architecture and components. All of
Tele-Works ' systems arc what is termed "passive backplane industrial-grade " computers with industrial-strength
com nents . This allows fault-tolerant 24 -7-365-operation as well as maintenance/upgrades to be simplified and
cost-effective on or off-site. lmportnntly, the hardware is a combined telephony and Web server to facilitate
communication channels.
The expansion capabilities of the product allow integration with other installed systems (current and future) that
the City is, or plans to, imp,emenl down the road . A single Tele-works platform can host multiple City
applications such as recreation, court, utility billing and permits. Additional unique Tele-Works applications are
also accommodated , including FirstResponder (included in our contract and designed for automated
notifications) or Automated Customer Information System/Frequently Asked Questions/311 (for community
information and messaging -not included in this procurement but under consideration for future use). This
combined module hosting is another efficiency point that our research indicates distinguishes Tele-Works in the
industry.
Product -Software
Our research indicated that no other vendor has developed , tested and optimized enhancements for local
government applications in the same manner. or to the same degree, as Tele-Works. Tele-Works has developed
many applications in areas of interest to Englewood (recreation, permits, court, and utilities) that can run
simultaneously or stand-alone. They have done so by partnering with the specific vendor software products we
use. The combination of these enhancements makes the software package unique among competitors. Below is
an additional list of softwan: qualifiers for Tele-Works that support a sole source recommendation.
1. Tele-Works appears 10 have developed the only computer based Automated Text lnfonnation •
Communicator (A TIC) 10 provide equal access lo automated information for deaf. hard of hearing and
physically handicapped citizens using TDD and ASC II type devices , as required by the Americans with
•
•
•
Disabili1ies Act
2. Tele-Works Voice Response (TVR) is pan ofa unique. in1erac1ive eGovemmenl solution thal integra1es with
parallel web solu1ions. ln1egra1ion programming is cuslom developed/designed for each cuslomer due 10 the
variely of network pro1ocols, back office data sol111ions and service objec1ives of each .
3 . Tele-Works fonnalizes inlegration agreements 10 provide clienls a more seamless inlegration hetwecn Tele-
Works producls and back office data reposi1orics. This allows Tele-Works cnlerprisc software 10 be shared
across the organiza1ion from one department to the next thereby lowering the lotal cost of ownership . For
example , the Tele-Works ePayment Module can transacl business for an en1ire organizalion and provide
consolida1ed reconciliation repons . This is unlike a depanmen1-level paymcnl solu1ion 1ha1 only operates within
a silo. fragmcn1s financial infonnati on and esscnlially pcrfonns duplica1ivc 1asks as 01hcr solu1ions ir
depanmcllls . Moreover. due 10 lhis combinalion of in1egra1ions, Tele-Works appears 10 offer 1he only single
sign-o:i and paymcnl solu1ion for multiple and dispara1c billable-accoun1s in a single 1ransac1ion view via the
Citi-ID cilizen-service ponal . a capability under consideralion for lhe fu1ure .
Smiill
The following service calegories have proven lo be unique and economical given lheir inclusion in lhe base
producls offered by Tele-Works and are equally unique 10 municipal governmenl operalions .
I. Over lhe years. Tele -Work s has galhered infonnalion regarding citizens mosl frequenily asked ques1ions .
Tele-Works ' has a package of nearly 1,000 infonnalional message templales in fill-in-lhe-blank fonnat. These
1empla1cs are a unique offering included as pan of our 1umkey package 1ha1 direc1ly affec1s producl
implemcnlalion. Using these templates , customers have indicaled 1ha1 lhey have saved many hours of drafting
and ediling messages de veloped from scraleh. These 1cmpla1es assure that 1he infonnalion provided has a
consis1en1 fonnal and now .
2. Tele -Works also includes in ils services a comprehensive Marketing Plan thal describe s lh e mosl efTec1ivr
ways lo markel a new eScrvices system inlernally and ex1emally . The Marke1ing Plan is essen1ially a slep-by-
step , .. How to ... ·· compilation of how cities have successfully marketed their systems .
Tele-Works includes lhe de sign of cu omized, camera-ready brochures for cServices sys1cm . This brochure is
lhen prinled and dislributed 10 cilizens . The Web Brochure posls lhe same infonnalion in a camera-ready
brochure on lhe World Wide Web .
Vendor
Tel<-Works has staled thal their business plan is lo remain open 10 lhe en1ire local governmenl da1a and
processing markel so lhal lheir lechnology can be leveraged repe1i1ively wi1hou1 duplica1ivc purchases . Even if a
database should be changed in lhe fulUrt many oflhe core Tele-Works invcslments remain in tacl whereas in an
exclusive partnership, lhe fronl-end con ,ponenls are lost . This can be especially problemalic 10 mainlaining
repeal visi1a1ions when lhe cilizenry has become familiar wilh how the system works . As a result, Tele-Works is
n • proprietary or exclusive 10 any olher back-office business solu1ion/vendor .
vur research indica1es that Tele-Works' sys1ems arc nol hybridized business applications modified for local
governmcnl use. Tele-Works opcrales exclusively in the local governmenl market. Governments are inhcrenlly
different than businesses with unique challenges and needs. Nol only are the organizalions different, bul also the
cust om ers lhcy serve. The ci1izen-cus1omers of government can be more dynamic and varied. In addition,
governments cannol choose their customers like businesses . Therefore, we have found thal this product
uniquely addresses these unique challenges and needs .
Tele-Works products have been purchcsed through bolh sole source and competitive bid si1ua1ions. In the
competitive bid examples we have reviewed, the results from other jurisdictions indicale that RFP-processcs can
range from Tele-Works being the only response received, to being the only finn lhat sa1isfies all RFP
requirements.
Finally, for a number of years the City of Enalew .,o.i hu been a member of The Innovation Groups (10), a non-
profit -,ch cooperative for U.S. cities and countie.1. Occasionally, 1G will identify vendors that provide truly
unique producu and ..,.,ices for local govemmen~ and foster the availability of special \.>tmG for pun:hun
from these companies. Tele-Works is the only suet, company identified by IG for the procurement of eServices
solutions given iu unique product and service offerings in the area of web/telephony integration . As a ~sul~ the
City of Englewood is ™=eiving a $S,000 discount in the Tele-Works contract for its membership in Innovation
Groups .
BAI RD HOLM"'
MEMORA,mUM
ATTORNEY-CLIENT PRIVILEGE
TO : Daniel L. Brotzman, Esq.
Nancy Reid, Esq .
FROM : Terrence P. Maher
DATE: Apri l 24, 2006
RE : TeleWorks -System Procurement Agreement
TcrteS'CC P , Mahe,
UOOWo.»dmen Towet
Om,t., Nebrub 61102 ·2061
Tel:402.344 .0SOO
Fu: 402.2J1 ,IU4
Dim1: 402.6)6.1297
1tn1het@bairdholm.cor.1
www.blli1dhol111 .com
We have recently finished the review and revisi(ln of the System Procurem~nt
Agreement , including attachments and schedules , between the city and TeleWorks. We
have engaged In extensive negotiations with TeleWorks and believe that ttie
agreements which have resulted from these negotiations adequately protect the rlty's
• interests in this procurement.
•
We be lieve we have made significant progress and received significant
concessions from TeleWorks on their original positior.s regarding the city's
responsibilities to cooperate with TeleWorks in the implementation of the web voice
response v ·~b-appllcation system contemplated under the agreement, the timeliness of
delivery of the services, acceptance testing, warranties, liability and indemnity. We
believe that the provisions contained in the final agreements are consistent with what
we could expect from other vendor" in a similar project.
Don Ingle has negot iated a payment schedule, which will substantially mitigate
the city's risks of entering into the agreements .
The city has been working directly with TeleWorks on the Statement of Work.
We have reviewed the Statement of Work and believe that it is complete.
We believe the agreements are in acceptable form for presentment to the council.
tpm
cc : Don Ingle