HomeMy WebLinkAbout20210190.tiffRESOLUTION
RE: APPROVE AMENDMENT #3 TO AGREEMENT FOR SERVICES FOR MOTOR
VEHICLE SELF-SERVICE KIOSKS AND AUTHORIZE CHAIR TO SIGN -
INTELLECTUAL TECHNOLOGY, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with Amendment #3 to an Agreement for
Services for Motor Vehicle Self -Service Kiosks between the County of Weld, State of Colorado,
by and through the Board of County Commissioners of Weld County, on behalf of the Clerk and
Recorder's Office, and Intellectual Technology, Inc., commencing upon full execution of
signatures, with further terms and conditions being as stated in said amendment, and
WHEREAS, after review, the Board deems it advisable to approve said amendment, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that Amendment #3 to the Agreement for Services for Motor Vehicle
Self -Service Kiosks, between the County of Weld, State of Colorado, by and through the Board
of County Commissioners of Weld County, on behalf of the Clerk and Recorder's Office, and
Intellectual Technology, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair, be, and hereby is, authorized
to sign said amendment.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 18th day of January, A.D., 2021.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: dit/Lod �,�. �to:ok
Weld County Clerk to the Board
BY: /et,
Deputy Clerk to the Board
APPED
Co my torney
Date of signature:
Steve oreno, C ► . it
S •': ...�... mes, Pro-Tem
Perry L.k
Lori Saine
r>
CC . CR(cK/RS)
O2./i I
2021-0190
CR0033
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Motor Vehicle ITI State contract update
DEPARTMENT: Motor Vehicle - C&R DATE: 01/10/2021
PERSON REQUESTING: Carly Koppes - Clerk and Recorder
Brief description of the problem/issue:
On November 18th, the DOR changed the authorization for county kiosk contracts (bill SB20-035 - Weld County
supported) and required each county to enter into a new contract with ITI. However, it did not require changing
contract terms. ITI has drafted an amendment for this authorization. The amendment states that the State of Colorado
now holds the master contract with ITI under which county contracts will be authorized. I have attached the
amendment and the master contract.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
Approve the amendment for the state master contract to continue the use of the two current Renewal
Kiosks we have in Weld County. The County Attorney has already reviewed and approved the
contracts. If not approved the current contract will end and Weld County would lose the two Renewal
Kiosks - this would have an impact on the level of service we have been providing to Weld County
since 2017.
Recommendation:
Approve the amendment.
Approve
Recommendation
Perry L. Buck
Mike Freeman
Scott K. James, Pro-tem
Steve Moreno, Chair
Lori Saine
Schedule
Work Session
Other/Comments:
2021-0190
oerg
eiR0033
AMENDMENT #3 TO AGREEMENT FOR SERVICES
This is Amendment #3 ("Amendment #3") to the Agreement For Services dated May 23, 2017 by and
between Board of County Commissioners of Weld County Colorado ("County") and Intellectual
Technology, Inc. ("Contractor") (as amended on February 12, 2018 and December 1, 2019 collectively the
"Service Agreement") is effective as of January 31, 2021 ("Effective Date")
Recitals
Whereas, the Parties entered into an agreement for Contractor to provide professional Services,
which is subject to the Master Agreement between Contractor and Board of County Commissioners of
Arapaho County Colorado ("Initial Master Agreement");
Whereas, on January 5, 2021 the Colorado Department of Revenue entered into a contact with
Contractor to provide a network of self-service Kiosks to offer motor vehicle and driver license services
to Colorado residents at DMV offices ("State Master Agreement");
Whereas, since the Initial Master Agreement terminates as of January 31, 2021, the Parties desire to
extend the Service Agreement and replace the Initial Master Agreement with the State Master Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants,
and agreements contained herein, the parties, intending to be legally bound, agree as follows:
A. The parties agree to amend the Service Agreement as follows:
1. As of February 1, 2021, all references in the Service Agreement to the "Master Agreement" shall
refer to the State Master Agreement and all references to "pilot project" shall be replaced with
"kiosk project."
2. Section 1 of Exhibit A is deleted and replaced with the following:
1. Scope of Services. The Contractor hereby agrees to accept responsibility to perform the
following services:
To develop, install, operate, and maintain a network of motor vehicle self-service kiosks
for the County in compliance with the terms of this Agreement and RFP 16-53, subject to the terms
of the Master Agreement. The Contractor will provide a complete turnkey kiosk solution to the
County which will comply with all design, development, integration, deployment, installation, and
maintenance of all components and special conditions outlined below. The County's ultimate goal
is to offer an alternative service delivery option to customers for motor vehicle renewals so as to
reduce the amount of over-the-counter renewals and decrease customer wait times. It is the parties'
intent that the use of the kiosks will eventually be expanded to include additional transaction
capabilities and enhancements. The Contractor's RFP submittal and answers to the clarification
questions are hereby incorporated by reference. In the event of any conflicts between this
Agreement and any attached solicitation documents, this Agreement shall control.
The parties are entering into this Agreement under the authority of C.R.S. 42-1-231. The
intent of the kiosk program is for the Contractor to deploy as many kiosks as determined based on
each county's model and goals to county motor vehicle offices, as well as other areas, including
centers of business, large retail centers, and rural communities. The Contractor shall recognize and
follow the Colorado Department of Revenue's vision for the kiosk program.
The County agrees to allow Contractor to implement best practices for marketing kiosks to
ensure program awareness and faster customer adaptation. The County agrees to promote market
kiosk services on their web site, place visible signs in offices, redirect customers from the counter
to the kiosks when possible, and consider implementing best marketing practices provided by
Contractor. Further, County will assist Contractor with:
a. Conducting surveys of customers and stakeholders; and
b. Coordinating individual marketing campaigns, in conjunction with the larger
initiative, to promote Kiosk services, including promotion on County websites, and
placement of physical signs at County locations.
Marketing services and signage shall be provided by Contractor at no cost to County, unless
expressly authorized by County. Additionally, all marketing content performed by Contractor,
including multi -media content, graphics, complete screen designs, digitized photographs, printed
information, or other marketing content, shall be submitted to County for approval prior to
implementation.
The signage area on the front of the Kiosk will display Department or County related information
and graphics. All Kiosk signage must be displayed in both English and Spanish, as required by the
County.
3. Section 2 of Exhibit A entitled "Time of Performance" is deleted and replaced with the following:
2. Term. The teen of this Agreement commenced as of commenced on May 23, 2017 and
will terminate on the last day of the term of the Master Agreement, as extended, superseded,
or earlier terminated in accordance with the Master Agreement or as provided herein.
4. Section 7.D.4. of Exhibit A is deleted and replaced with the following:
a. The Parties must agree whether any kiosks deployed after January 31, 2021 will feature an
e -check reader for processing checks. For kiosks with an e -check reader, a check will be
used as a source of information whereby the e -check reader performs a magnetic read for
the check number, account number, and routing number. This data is then used to make a
one-time electronic payment from the bank checking or savings account (an electronic fund
transfer from an automated clearinghouse). The check itself is not the method of payment
and it will be returned to the customer after it has been processed by the reader. The check
reader shall accommodate personal and business -size checks.
5. Section 7.G.1. of Exhibit A is deleted from the Service Agreement.
B. Capitalized terms used but not defined herein shall have the meanings provided in the Service
Agreement.
C. Except as expressly set forth in this Amendment #3, the terms and conditions of the Service Agreement
shall continue unmodified and in full force and effect. In the event of any conflict between this
Amendment #3 and the Service Agreement, this Amendment #3 shall control.
[The Remainder of the Page Intentionally Blank. Signature Page to Follow.]
DocuSign Envelope ID: OC290F74-D3AE-427B-947D-97DB2C880F98
IN WITNESS WHEREOF, this Amendment #3 to the Service Agreement has been executed by the
parties hereto as of the Effective Date.
Intellectual Technology, Inc. Weld County, Colorado
e—DocuSigned by:
Oruv itiCUsOw
Signature:72s2caE2...
Drew Nicholson
Signature:
Name: Name: Steve Moreno
JAN 18 2021
Chair, Board of Weld
Title: President/coo Title: County Commissioners
agva/-b/906)
RE: AMENDMENT #3 TO AGREEMENT FOR SERVICES FOR MOTOR VEHICLE
SELF-SERVICE KIOSKS - INTELLECTUAL TECHNOLIGY, INC.
APPROVED AS TO SUBSTANCE:
Elected Official or - • . rtment
�O�AS O NDIN
Controller
APPROVED AS TO FORM:
y� n•-•-•+rp—� _
County Attorney
020,2-1-0/90 �'%
DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
(eo Py- BAciaLf)
STATE OF COLORADO CONTRACT
COVER PAGE
State Agency
Department of Revenue
Contract Number
CMS #164563
Contractor
Intellectual Technology, Inc.
Contract Maximum Amount
Contract Performance Beginning Date
Initial Term
The Effective Date
State Fiscal Year 2021 $0.00
Extension Terms
Initial Contract Expiration Date
State Fiscal Year 2022 $0.00
June 30, 2022
State Fiscal Year 2023 $0.00
Contract Authority
State Fiscal Year 2024 $0.00
Authority to enter into this Contract exists in C.R.S.
State Fiscal Year 2025 $0.00
§24-35-105.
State Fiscal Year 2026 $0.00
Total for All State Fiscal Years $0.00
Contract Purpose
Contractor will develop, install, operate, and maintain a network of self-service Kiosks and POD Devices, to
provide motor vehicle and driver license services to Colorado residents at DMV offices.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Contract:
1. Exhibit A — Statement of Work
2. Exhibit B — Sample Option Letter
3. Exhibit C — Information Technology Provisions
4. Exhibit D — Form of Contractor Notification Statement
In the event of a conflict or inconsistency between this Contract and any Exhibit or attachment, such conflict or
inconsistency shall be resolved by reference to the documents in the following order of priority:
1. Colorado Special Provisions in §19 of the main body of this Contract
2. Exhibit C, Information Technology Provisions
3. The provisions of the other sections of the main body of this Contract
4. Exhibit A, Statement of Work
5. Exhibit D, Form of Contractor Notification Statement
6. Exhibit B, Sample Option Letter
Principal Representatives
For the State: For Contractor:
Clayton Hollingshead Drew Nicholson, President/COO
Department of Revenue Intellectual Technology, Inc.
Division of Motor Vehicles 2980 E. Coliseum Blvd.
P.O. Box 173350 Fort Wayne, IN 46805
Denver, CO 80217-335 dicholson@iti4dmv.com
clayton.hollingshead@state.co.us (260) 459-8800
(720) 507-5925
DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract and to
bind the Party authorizing his or her signature.
CONTRACTOR
Intellectual Technology, Inc.
By: OY U/ into ,Sbin,
STATE OF COLORADO
Jared S. Polis, Governor
Department of Revenue
Mark Ferrandino, Executive Director
By: oJ".4.
Drew Nicholson, President / COO
Date: 12/28/2020
Heidi Humphreys, Deputy Executive Director
Date: 1/5/2021
In accordance with §24-30-202, C.R.S., if this Contract is
for a Major Information Technology Project, this Contract
is not valid until signed and dated below by the Chief
Information Officer or an authorized delegate.
STATE CHIEF INFORMATION OFFICER
Anthony Neal -Graves, Chief Information Officer and
Executive Director (Interim)
By: %.4.44 WA,
In accordance with §24-30-202, C.R.S., this Contract is
not valid until signed and dated below by the State
Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: l,t,i & boutfbin,
Printed Name: Laura Calder
Leila Boulton
Effective Date: 1/5/2021
Title: CFO
Date: 1/5/2021
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CMS #164563
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TABLE OF CONTENTS
COVER PAGE 1
SIGNATURE PAGE 2
1. PARTIES 3
2. TERM AND EFFECTIVE DATE 3
3. DEFINITIONS 4
4. STATEMENT OF WORK 6
5. PAYMENTS TO CONTRACTOR 6
6. REPORTING - NOTIFICATION 6
7. CONTRACTOR RECORDS 7
8. CONFIDENTIAL INFORMATION -STATE RECORDS 8
9. CONFLICTS OF INTEREST 9
10. INSURANCE 10
11. LIMITATION OF CONTRACTOR'S LIABILTY TO STATE 12
12. BREACH OF CONTRACT 12
13. REMEDIES 12
14. DISPUTE RESOLUTION 14
15. NOTICES AND REPRESENTATIVES 14
16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 14
17. STATEWIDE CONTRACT MANAGEMENT SYSTEM 15
18. GENERAL PROVISIONS 15
19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 18
1. PARTIES
This Contract is entered into by and between Contractor named on the Cover Page for this Contract (the
"Contractor"), and the STATE OF COLORADO acting by and through the State agency named on the
Cover Page for this Contract (the "State"). Contractor and the State agree to the terms and conditions in
this Contract.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Contract shall not be valid or enforceable until the Effective Date. The State shall not be bound
by any provision of this Contract before the Effective Date, and shall have no obligation to pay
Contractor for any Work performed or expense incurred before the Effective Date or after the
expiration or sooner termination of this Contract.
B. Initial Term
The Parties' respective performances under this Contract shall commence on the Contract
Performance Beginning Date shown on the Cover Page for this Contract and shall terminate on the
Initial Contract Expiration Date shown on the Cover Page for this Contract (the "Initial Term")
unless sooner terminated or further extended in accordance with the terms of this Contract.
C. Extension Terms - State's Option
The State, at its discretion, shall have the option to extend the performance under this Contract
beyond the Initial Term for a period, or for successive periods, of one year or less at the same rates
and under the same terms specified in the Contract (each such period an "Extension Term"). In
order to exercise this option, the State shall provide written notice to Contractor in a form
substantially equivalent to the Sample Option Letter attached to this Contract. Except as stated in
§2.D, the total duration of this Contract, including the exercise of any options to extend, shall not
exceed five years from its Effective Date absent prior approval from the Chief Procurement Officer
in accordance with the Colorado Procurement Code.
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D. End of Term Extension
If this Contract approaches the end of its Initial Term, or any Extension Term then in place, the
State, at its discretion, upon written notice to Contractor as provided in §15, may unilaterally extend
such Initial Term or Extension Term for a period not to exceed two months (an "End of Term
Extension"), regardless of whether additional Extension Terms are available or not. The provisions
of this Contract in effect when such notice is given shall remain in effect during the End of Term
Extension. The End of Term Extension shall automatically terminate upon execution of a
replacement contract or modification extending the total term of this Contract.
E. Early Termination in the Public Interest
The State is entering into this Contract to serve the public interest of the State of Colorado as
determined by its Governor, General Assembly, or Courts. If this Contract ceases to further the
public interest of the State, the State, in its discretion, may terminate this Contract in whole or in
part. A determination that this Contract should be terminated in the public interest shall not be
equivalent to a State right to terminate for convenience. This subsection shall not apply to a
termination of this Contract by the State for Breach of Contract by Contractor, which shall be
governed by §13.A.i.
i. Method and Content
The State shall notify Contractor of such termination in accordance with §15. The notice shall
specify the effective date of the termination and whether it affects all or a portion of this
Contract, and shall include, to the extent practicable, the public interest justification for the
termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Contractor shall be
subject to the rights and obligations set forth in §13.A.i.a.
Payments
If the State terminates this Contract in the public interest, the State shall pay Contractor an
amount equal to the percentage of the total reimbursement payable under this Contract that
corresponds to the percentage of Work satisfactorily completed and accepted, as determined
by the State, less payments previously made. Additionally, if this Contract is less than 60%
completed, as determined by the State, the State may reimburse Contractor for a portion of
actual out-of-pocket expenses, not otherwise reimbursed under this Contract, incurred by
Contractor which are directly attributable to the uncompleted portion of Contractor's
obligations, provided that the sum of any and all reimbursement shall not exceed the
maximum amount payable to Contractor hereunder.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Breach of Contract" means the failure of a Party to perform any of its obligations in accordance
with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of
proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against
Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property,
which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall
also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any
time during the term of this Contract, then such debarment or suspension shall constitute a breach.
B. "Business Day" means any day other than Saturday, Sunday, or a Legal Holiday as listed in §24-
11-101(1), C.R.S.
C. "Chief Procurement Officer" means the individual to whom the Executive Director has delegated
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his or her authority pursuant to §24-102-202, C.R.S. to procure or supervise the procurement of all
supplies and services needed by the State.
D. "Contract" means this agreement, including all attached Exhibits, all documents incorporated by
reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.
E. "Contract Funds" means the funds that have been appropriated, designated, encumbered, or
otherwise made available for payment by the State under this Contract.
F. "CORA" means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S.
G. "Deliverable" means the outcome to be achieved or output to be provided, in the form of a tangible
object or software that is produced as a result of Contractor's Work that is intended to be delivered
to the State by Contractor.
H. "End of Term Extension" means the time period defined in §2.D.
I. "Effective Date" means the date on which this Contract is approved and signed by the Colorado
State Controller or designee, as shown on the Signature Page for this Contract. If this Contract is for
a Major Information Technology Project, as defined in §24-37.5-102(2.6), C.R.S., then the Effective
Date of this Contract shall be the later of the date on which this Contract is approved and signed by
the State's Chief Information Officer or authorized delegate or the date on which this Contract is
approved and signed by the State Controller or authorized delegate, as shown on the Signature Page
for this Contract.
J. "Exhibits" means the exhibits and attachments included with this Contract as shown on the Cover
Page for this Contract.
K. "Extension Term" means the time period defined in §2.C.
L. "Goods" means any movable material acquired, produced, or delivered by Contractor as set forth in
this Contract and shall include any movable material acquired, produced, or delivered by Contractor
in connection with the Services.
M. "Incident" means any accidental or deliberate event that results in or constitutes an imminent threat
of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any
communications or information resources of the State, which are included as part of the Work, as
described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation, (i) successful
attempts to gain unauthorized access to a State system or State Records regardless of where such
information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a
State system for the processing or storage of data; or (iv) changes to State system hardware,
firmware, or software characteristics without the State's knowledge, instruction, or consent.
N. "Initial Term" means the time period defined in §2.B.
O. "Party" means the State or Contractor, and "Parties" means both the State and Contractor.
P. "PCI" means payment card information including any data related to credit card holders' names,
credit card numbers, or other credit card information as may be protected by state or federal law.
"PII" means personally identifiable information including, without limitation, any information
maintained by the State about an individual that can be used to distinguish or trace an individual's
identity, such as name, social security number, date and place of birth, mother's maiden name, or
biometric records. PII includes, but is not limited to, all information defined as personally
identifiable information in §§24-72-501 and 24-73-101, C.R.S.
R. "Services" means the services to be performed by Contractor as set forth in this Contract, and shall
include any services to be rendered by Contractor in connection with the Goods.
S. "State Confidential Information" means any and all State Records not subject to disclosure under
CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax
Q.
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Information, CJI, and State personnel records not subject to disclosure under CORA. State
Confidential Information shall not include information or data concerning individuals that is not
deemed confidential but nevertheless belongs to the State, which has been communicated,
furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to
CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to
Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation
owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations,
by a third party who has the right to disclose such information; or (v) was independently developed
without reliance on any State Confidential Information.
T. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant
to §24-30-202(13)(a), C.R.S.
U. "State Fiscal Year" means a 12 -month period beginning on July 1 of each calendar year and ending
on June 30 of the following calendar year. If a single calendar year follows the term, then it means
the State Fiscal Year ending in that calendar year.
V. "State Records" means any and all State data, information, and records, regardless of physical
form.
W. "Subcontractor" means any third party engaged by Contractor to aid in performance of the Work.
X. "Work" means the Goods delivered and Services performed pursuant to this Contract.
Y. "Work Product" means the tangible and intangible results of the Work, whether finished or
unfinished, including drafts. Work Product includes, but is not limited to, documents, text, research,
reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives,
pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any
other results of the Work. "Work Product" does not include any material that was developed prior to
the Effective Date that is used, without modification, in the performance of the Work or any
intellectual property that Contractor creates during the course of Contractor's performance of the
Work hereunder, except for any intellectual property specifically developed for the Colorado
Department of Revenue as provided in a signed writing.
Any other term used in this Contract that is defined in an Exhibit shall be construed and interpreted as
defined in that Exhibit.
4. STATEMENT OF WORK
Contractor shall complete the Work as described in this Contract and in accordance with the provisions of
Exhibit A. The State shall have no liability to compensate Contractor for the delivery of any goods or the
performance of any services that are not specifically set forth in this Contract.
5. PAYMENTS TO CONTRACTOR
This is a no cost Contract. For the entire term of this Contract, including any extensions, there shall be no
charges whatsoever to DOR from Contractor. DOR has no financial obligation to Contractor for any
Goods or Services provided under this Contract, or for any costs to Contractor associated with
implementation or continued operation under the Contract, including, but not limited to, computer
hardware or software, equipment, services, subcontracted services, personnel, networks, licenses, travel,
insurance, bonds, or administration.
6. REPORTING - NOTIFICATION
A. Quarterly Reports
In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any contract
having a term longer than three months, Contractor shall submit, on a quarterly basis, a written
report specifying progress made for each specified performance measure and standard in this
Contract. Such progress report shall be in accordance with the procedures developed and prescribed
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by the State. Progress reports shall be submitted to the State not later than five Business Days
following the end of each calendar quarter or at such time as otherwise specified by the State.
B. Litigation Reporting
If Contractor is served with a pleading or other document in connection with an action before a
court or other administrative decision making body, and such pleading or document relates to this
Contract or may affect Contractor's ability to perform its obligations under this Contract, Contractor
shall, within 10 days after being served, notify the State of such action and deliver copies of such
pleading or document to the State's Principal Representative identified on the Cover Page for this
Contract.
C. Performance Outside the State of Colorado or the United States, §24-102-206, C.R.S.
i. Performance Outside the State of Colorado
To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Contractor
shall provide written notice to the State, in accordance with §15 and in form designated by the
State, within 20 days following the earlier to occur of Contractor's decision to perform
Services outside of the State of Colorado, or its execution of an agreement with a
Subcontractor to perform Services outside the State of Colorado. Such notice shall specify the
type of Services to be performed outside the State of Colorado and the reason why it is
necessary or advantageous to perform such Services at such location or locations, and such
notice shall be a public record. Knowing failure by Contractor to provide notice to the State
under this section shall constitute a Breach of this Contract. This section shall not apply if the
Contract Funds include any federal funds.
ii. Performance Outside of the United States
Contractor shall request written approval from the State, acting through the Office of
Information Technology, for Contractor to perform, or subcontract to perform, Services
outside the United States. The State may approve or deny such request within the State's sole
discretion, whether or not services outside the United States are prohibited or restricted by the
Statement of Work or by any Exhibit attached to this Contract. Following written approval
from the State, Contractor shall comply with the notice provisions for performance outside the
State of Colorado. Any notice provided to the State by Contractor regarding performance
outside the United States shall be deemed ineffective if the State has not granted prior written
approval for such performance.
7. CONTRACTOR RECORDS
A. Maintenance
Contractor shall maintain a file of all documents, records, communications, notes and other
materials relating to the Work (the "Contractor Records"). Contractor Records shall include all
documents, records, communications, notes and other materials maintained by Contractor that relate
to any Work performed by Subcontractors, and Contractor shall maintain all records related to the
Work performed by Subcontractors required to ensure proper performance of that Work. Contractor
shall maintain Contractor Records until the last to occur of: (i) the date three years after the date this
Contract expires or is terminated, (ii) final payment under this Contract is made, (iii) the resolution
of any pending Contract matters, or (iv) if an audit is occurring, or Contractor has received notice
that an audit is pending, the date such audit is completed and its findings have been resolved (the
"Record Retention Period").
B. Inspection
Contractor shall permit the State, the federal government, and any other duly authorized agent of a
governmental agency to audit, inspect, examine, excerpt, copy and transcribe Contractor Records
during the Record Retention Period. Contractor shall make Contractor Records available during
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normal business hours at Contractor's office or place of business, or at other mutually agreed upon
times or locations, upon no fewer than two Business Days' notice from the State, unless the State
determines that a shorter period of notice, or no notice, is necessary to protect the interests of the
State.
C. Monitoring
The State, the federal government, and any other duly authorized agent of a governmental agency,
in its discretion, may monitor Contractor's performance of its obligations under this Contract using
procedures as determined by the State or that governmental entity. The State shall monitor
Contractor's performance in a manner that does not unduly interfere with Contractor's performance
of the Work.
D. Final Audit Report
Contractor shall promptly submit to the State a copy of any final audit report of an audit performed
on Contractor's records that relates to or affects this Contract or the Work, whether the audit is
conducted by Contractor or a third party.
8. CONFIDENTIAL INFORMATION -STATE RECORDS
A. Confidentiality
Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all State
Records, unless those State Records are publicly available. Contractor shall not, without prior
written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any
third party of any State Records, except as otherwise stated in this Contract, permitted by law, or
approved in writing by the State. Contractor shall provide for the security of all State Confidential
Information in accordance with all applicable laws, rules, policies, publications, and guidelines. If
Contractor or any of its Subcontractors will or may receive the following types of data, Contractor
or its Subcontractors shall provide for the security of such data according to the following: (i) the
most recently updated PCI Data Security Standard from the PCI Security Standards Council for all
PCI. Contractor shall immediately forward any request or demand for State Records to the State's
Principal Representative.
B. Other Entity Access and Nondisclosure Agreements
Contractor may provide State Records to its agents, employees, assigns, and Subcontractors as
necessary to perform the Work, but shall restrict access to State Confidential Information to those
agents, employees, assigns, and Subcontractors who require access to perform their obligations
under this Contract. Contractor shall ensure all such agents, employees, assigns, and Subcontractors
sign agreements containing nondisclosure provisions at least as protective as those in this Contract,
and that the nondisclosure provisions are in force at all times the agent, employee, assign, or
Subcontractor has access to any State Confidential Information. Contractor shall provide copies of
those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions if
requested by the State.
C. Use, Security, and Retention
Contractor shall use, hold, and maintain State Confidential Information in compliance with any and
all applicable laws and regulations only in facilities located within the United States, and shall
maintain a secure environment that ensures confidentiality of all State Confidential Information.
Contractor shall provide the State with access, subject to Contractor's reasonable security
requirements, for purposes of inspecting and monitoring access and use of State Confidential
Information and evaluating security control effectiveness. Upon the expiration or termination of this
Contract, Contractor shall return State Records provided to Contractor or destroy such State
Records and certify to the State that it has done so, as directed by the State. If Contractor is
prevented by law or regulation from returning or destroying State Confidential Information,
Contractor warrants it will guarantee the confidentiality of, and cease to use, such State Confidential
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Information.
D. Incident Notice and Remediation
If Contractor becomes aware of any Incident, Contractor shall notify the State as soon as possible,
but in no case later than twenty-four (24) hours and cooperate with the State regarding recovery,
remediation, and the necessity to involve law enforcement, as determined by the State. Unless
Contractor can establish by a preponderance of evidence that Contractor and its Subcontractors are
not the cause or source of the Incident, Contractor shall be responsible for the cost of notifying each
person who may have been impacted by the Incident. After an Incident, Contractor shall take steps
to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which
may include, but is not limited to, developing and implementing a remediation plan that is approved
by the State at no additional cost to the State. The State may adjust or direct modifications to this
plan in its sole discretion, and Contractor shall make all modifications as directed by the State. If
Contractor cannot produce its analysis and plan within the allotted time, the State, in its sole
discretion, may perform such analysis and produce a remediation plan, and Contractor shall
reimburse the State for the actual costs thereof. The State may, once per year, in its sole discretion
and at Contractor's sole expense, require Contractor to engage the services of an independent,
qualified, State -approved third party to conduct a security audit. Contractor shall provide the State
with the results of such audit and evidence of Contractor's planned remediation in response to any
negative findings. Any additional audits shall be at the State's expense if no material negative
findings are revealed in such audits.
E. Data Protection and Handling
Contractor shall ensure that all State Records and Work Product in the possession of Contractor or
any Subcontractors are protected and handled in accordance with the requirements of this Contract,
including the requirements of any Exhibits hereto, at all times.
F. Safeguarding PII
If Contractor or any of its Subcontractors will or may receive PII under this Contract, Contractor
shall provide for the security of such PII, in a manner and form acceptable to the State, including,
without limitation, State non -disclosure requirements, use of appropriate technology, security
practices, computer access security, data access security, data storage encryption, data transmission
encryption, security inspections, and audits. Contractor shall be a "Third -Party Service Provider" as
defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent
with §§24-73-101 et seq., C.R.S.
G. Protection of Contractor Information
Any Contractor information received by the State during the term of this Contract that
Contractor believes to be confidential and proprietary shall be clearly identified as such,
and the State shall only share this information with State personnel on a need to know basis.
Nothing in this provisions shall limit or impair the State's obligation under the Colorado
Open Records Act, C.R.S. §§24-72-201, et al.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Contractor shall not engage in any business or activities, or maintain any relationships that conflict
in any way with the full performance of the obligations of Contractor under this Contract. Such a
conflict of interest would arise when a Contractor or Subcontractor's employee, officer or agent
were to offer or provide any tangible personal benefit to an employee of the State, or any member of
his or her immediate family or his or her partner, related to the award of, entry into or management
or oversight of this Contract.
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B. Apparent Conflicts of Interest
Contractor acknowledges that, with respect to this Contract, even the appearance of a conflict of
interest shall be harmful to the State's interests. Absent the State's prior written approval,
Contractor shall refrain from any practices, activities or relationships that reasonably appear to be in
conflict with the full performance of Contractor's obligations under this Contract.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a conflict or
the appearance of a conflict has arisen, Contractor shall submit to the State a disclosure statement
setting forth the relevant details for the State's consideration. Failure to promptly submit a
disclosure statement or to follow the State's direction in regard to the actual or apparent conflict
constitutes a Breach of Contract.
D. Contractor acknowledges that all State employees are subject to the ethical principles described in §
24-18-105, C.R.S. Contractor further acknowledges that State employees may be subject to the
requirements of § 24-18-105, C.R.S. with regard to this Contract. For the avoidance of doubt, an
actual or apparent conflict of interest shall exist if Contractor employs or contracts with any State
employee, any former State employee within six months following such employee's termination of
employment with the State, or any immediate family member of such current or former State
employee. Contractor shall provide a disclosure statement as described in §9.C. no later than ten
days following entry into a contractual or employment relationship as described in this section.
Failure to timely submit a disclosure statement shall constitute a Breach of Contract. Contractor
may also be subject to such penalties as are allowed by law.
10. INSURANCE
Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain,
insurance as specified in this section at all times during the term of this Contract. All insurance policies
required by this Contract shall be issued by insurance companies as approved by the State.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability insurance
covering all Contractor or Subcontractor employees acting within the course and scope of their
employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage, independent
contractors, products and completed operations, blanket contractual liability, personal injury, and
advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any one fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non -owned autos)
with a minimum limit of $1,000,000 each accident combined single limit.
D. Cyber/Network Security and Privacy Liability
Liability insurance covering civil, regulatory, and statutory damages, contractual damages, data
breach management exposure, and any loss of income or extra expense as a result of actual or
alleged breach, violation or infringement of right to privacy, consumer data protection law,
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confidentiality or other legal protection for personal information, as well as State Confidential
Information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any negligent
act with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Additional Insured
The State shall be named as additional insured on all commercial general liability policies (leases
and construction contracts require additional insured coverage for completed operations) required of
Contractor and Subcontractors.
H. Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary over any insurance or
self-insurance program carried by Contractor or the State.
I. Cancellation
The above insurance policies shall include provisions preventing cancellation or non -renewal,
except for cancellation based on non-payment of premiums, without at least 30 days prior notice to
Contractor and Contractor shall forward such notice to the State in accordance with §15 within
seven days of Contractor's receipt of such notice.
J. Subrogation Waiver
All insurance policies secured or maintained by Contractor or its Subcontractors in relation to this
Contract shall include clauses stating that each carrier shall waive all rights of recovery under
subrogation or otherwise against Contractor or the State, its agencies, institutions, organizations,
officers, agents, employees, and volunteers.
K. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act,
§§24-10-101, et seq., C.R.S. (the "GIA"), Contractor shall maintain, in lieu of the liability insurance
requirements stated above, at all times during the term of this Contract such liability insurance, by
commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. If a
Subcontractor is a public entity within the meaning of the GIA, Contractor shall ensure that the
Subcontractor maintains at all times during the terms of this Contract, in lieu of the liability
insurance requirements stated above, such liability insurance, by commercial policy or self-
insurance, as is necessary to meet the Subcontractor's obligations under the GIA.
L. Certificates
Contractor shall provide to the State certificates evidencing Contractor's insurance coverage
required in this Contract within seven Business Days following the Effective Date. Contractor shall
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provide to the State certificates evidencing Subcontractor insurance coverage required under this
Contract within seven Business Days following the Effective Date, except that, if Contractor's
subcontract is not in effect as of the Effective Date, Contractor shall provide to the State certificates
showing Subcontractor insurance coverage required under this Contract within seven Business Days
following Contractor's execution of the subcontract. No later than 15 days before the expiration date
of Contractor's or any Subcontractor's coverage, Contractor shall deliver to the State certificates of
insurance evidencing renewals of coverage. At any other time during the term of this Contract, upon
request by the State, Contractor shall, within seven Business Days following the request by the
State, supply to the State evidence satisfactory to the State of compliance with the provisions of this
section.
11. LIMITATION OF CONTRACTOR'S LIABILITY TO STATE
The liability of Contractor, its Subcontractors, and their respective personnel to the State for any claims,
liabilities, or damages relating to this Contract shall be limited to damages, including but not limited to
direct losses, consequential, special, indirect, incidental, punitive or exemplary loss, loss of State Records
or unauthorized disclosure of State Confidential Information, not to exceed three (3) times the Maximum
Amount payable by the State under this Contract.
No limitation on Contractor's liability to the State under this Section shall limit or affect:
A. Contractor's indemnification obligations to the State under this Contract;
B. Any claims, losses, or damages for which coverage is available under any insurance required under
this Contract;
C. Claims or damages arising out of bodily injury, including death, or damage to tangible property of
the State; or
D. Claims or damages resulting from the recklessness, bad faith, or intentional misconduct of
Contractor or its Subcontractors.
12. BREACH OF CONTRACT
In the event of a Breach of Contract, the aggrieved Party shall give written notice of breach to the other
Party. If the notified Party does not cure the Breach of Contract, at its sole expense, within 30 days after
the delivery of written notice, the Party may exercise any of the remedies as described in §13 for that
Party. Notwithstanding any provision of this Contract to the contrary, the State, in its discretion, need not
provide notice or a cure period and may immediately terminate this Contract in whole or in part or
institute any other remedy in this Contract in order to protect the public interest of the State; or if
Contractor is debarred or suspended under §24-109-105, C.R.S., the State, in its discretion, need not
provide notice or cure period and may terminate this Contract in whole or in part or institute any other
remedy in this Contract as of the date that the debarment or suspension takes effect.
13. REMEDIES
A. State's Remedies
If Contractor is in breach under any provision of this Contract and fails to cure such breach, the
State, following the notice and cure period set forth in §12, shall have all of the remedies listed in
this section in addition to all other remedies set forth in this Contract or at law. The State may
exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively.
i. Termination for Breach of Contract
In the event of Contractor's uncured breach, the State may terminate this entire Contract or
any part of this Contract. Contractor shall continue performance of this Contract to the extent
not terminated, if any.
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a. Obligations and Rights
To the extent specified in any termination notice, Contractor shall not incur further
obligations or render further performance past the effective date of such notice, and
shall terminate outstanding orders and subcontracts with third parties. However,
Contractor shall complete and deliver to the State all Work not cancelled by the
termination notice, and may incur obligations as necessary to do so within this
Contract's terms. At the request of the State, Contractor shall assign to the State all of
Contractor's rights, title, and interest in and to such terminated orders or subcontracts.
Upon termination, Contractor shall take timely, reasonable and necessary action to
protect and preserve property in the possession of Contractor but in which the State has
an interest. At the State's request, Contractor shall return materials owned by the State
in Contractor's possession at the time of any termination. Contractor shall deliver all
completed Work Product and all Work Product that was in the process of completion to
the State at the State's request.
b. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall remain liable
to the State for any damages sustained by the State in connection with any breach by
Contractor, including, without limitation, loss as a result of outstanding liens and excess
costs incurred by the State in procuring from third parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Performance
Suspend Contractor's performance with respect to all or any portion of the Work
pending corrective action as specified by the State without entitling Contractor to an
adjustment in price or cost or an adjustment in the performance schedule. Contractor
shall promptly cease performing Work and incurring costs in accordance with the
State's directive, and the State shall not be liable for costs incurred by Contractor after
the suspension of performance.
b. Removal
Demand immediate removal of any of Contractor's employees, agents, or
Subcontractors from the Work whom the State deems incompetent, careless,
insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this
Contract is deemed by the State to be contrary to the public interest or the State's best
interest.
c. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any Work is
likely to infringe, a patent, copyright, trademark, trade secret or other intellectual
property right, Contractor shall, as approved by the State (i) secure that right to use such
Work for the State and Contractor; (ii) replace the Work with noninfringing Work or
modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work
and refund the amount paid for such Work to the State.
d. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall remain liable
to the State for any damages sustained by the State in connection with any breach by
Contractor, even where the State does not terminate this Contract as a result of the
breach.
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B. Contractor's Remedies
If the State is in breach of any provision of this Contract and does not cure such breach, Contractor,
following the notice and cure period in §12 and the dispute resolution process in §14, shall have all
remedies available at law and equity.
14. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this
Contract which cannot be resolved by the designated Contract representatives shall be referred in
writing to a senior departmental management staff member designated by the State and a senior
manager designated by Contractor for resolution.
B. Resolution of Controversies
If the initial resolution described in §14.A fails to resolve the dispute within 10 Business Days,
Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official
of the State Agency named on the Cover Page of this Contract as described in §24-102-202(3),
C.R.S. for resolution in accordance with the provisions of §§24-106-109, and 24-109-101.1 through
24-109-505, C.R.S., (the "Resolution Statutes"), except that if Contractor wishes to challenge any
decision rendered by the Procurement Official, Contractor's challenge shall be an appeal to the
executive director of the Department of Personnel and Administration, or their delegate, under the
Resolution Statutes before Contractor pursues any further action as permitted by such statutes.
Except as otherwise stated in this section, all requirements of the Resolution Statutes shall apply
including, without limitation, time limitations.
15. NOTICES AND REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover Page for this Contract shall be the
principal representative of the designating Party. All notices required or permitted to be given under this
Contract shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or
registered mail to such Party's principal representative at the address set forth below or (C) as an email
with read receipt requested to the principal representative at the email address, if any, set forth on the
Cover Page for this Contract. If a Party delivers a notice to another through email and the email is
undeliverable, then, unless the Party has been provided with an alternate email contact, the Party
delivering the notice shall deliver the notice by hand with receipt required or by certified or registered
mail to such Party's principal representative at the address set forth on the Cover Page for this Contract.
Either Party may change its principal representative or principal representative contact information, or
may designate specific other individuals to receive certain types of notices in addition to or in lieu of a
principal representative, by notice submitted in accordance with this section without a formal amendment
to this Contract. Unless otherwise provided in this Contract, notices shall be effective upon delivery of the
written notice.
16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Contract, all State Records, documents,
text, software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps,
materials, ideas, concepts, know-how, and information provided by or on behalf of the State to
Contractor are the exclusive property of the State (collectively, "State Materials"). Contractor shall
not use, willingly allow, cause, or permit Work Product or State Materials to be used for any
purpose other than the performance of Contractor's obligations in this Contract without the prior
written consent of the State. Upon termination of this Contract for any reason, Contractor shall
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provide all Work Product and State Materials to the State in a form and manner as directed by the
State.
B. Exclusive Property of Contractor
Contractor retains the exclusive rights, title, and ownership to any and all pre-existing materials
owned or licensed to Contractor including, but not limited to, all pre-existing software, licensed
products, associated source code, machine code, text images, audio and/or video, and third -party
materials, delivered by Contractor under the Contract, whether incorporated in a Deliverable or
necessary to use a Deliverable (collectively, "Contractor Property"). Contractor Property shall be
licensed to the State as set forth in this Contract or a State approved license agreement: (i) entered
into as exhibits to this Contract; (ii) obtained by the State from the applicable third -party vendor; or
(iii) in the case of open source software, the license terms set forth in the applicable open source
license agreement.
17. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either on the
Effective Date or at any time thereafter, this section shall apply. Contractor agrees to be governed by and
comply with the provisions of §§24-106-103, 24-102-206, 24-106-106, and 24-106-107, C.R.S. regarding
the monitoring of vendor performance and the reporting of contract performance information in the
State's contract management system ("Contract Management System" or "CMS"). Contractor's
performance shall be subject to evaluation and review in accordance with the terms and conditions of this
Contract, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies.
18. GENERAL PROVISIONS
A. Assignment
Contractor's rights and obligations under this Contract are personal and may not be transferred or
assigned without the prior, written consent of the State. Any attempt at assignment or transfer
without such consent shall be void. Any assignment or transfer of Contractor's rights and
obligations approved by the State shall be subject to the provisions of this Contract.
B. Subcontracts
Contractor shall not enter into any subcontract in connection with its obligations under this Contract
without the prior, written approval of the State. Contractor shall submit to the State a copy of each
such subcontract upon request by the State. All subcontracts entered into by Contractor in
connection with this Contract shall comply with all applicable federal and state laws and
regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be
subject to all provisions of this Contract.
C. Binding Effect
Except as otherwise provided in §18.A, all provisions of this Contract, including the benefits and
burdens, shall extend to and be binding upon the Parties' respective successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Contract and
the performance of such Party's obligations have been duly authorized.
E. Captions and References
The captions and headings in this Contract are for convenience of reference only, and shall not be
used to interpret, define, or limit its provisions. All references in this Contract to sections (whether
spelled out or using the § symbol), subsections, exhibits or other attachments, are references to
sections, subsections, exhibits or other attachments contained herein or incorporated as a part
hereof, unless otherwise noted.
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F. Counterparts
This Contract may be executed in multiple, identical, original counterparts, each of which shall be
deemed to be an original, but all of which, taken together, shall constitute one and the same
agreement.
G. Entire Understanding
This Contract represents the complete integration of all understandings between the Parties related
to the Work, and all prior representations and understandings related to the Work, oral or written,
are merged into this Contract. Prior or contemporaneous additions, deletions, or other changes to
this Contract shall not have any force or effect whatsoever, unless embodied herein.
H. Digital Signatures
If any signatory signs this agreement using a digital signature in accordance with the Colorado State
Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued
under the State Fiscal Rules, then any agreement or consent to use digital signatures within the
electronic system through which that signatory signed shall be incorporated into this Contract by
reference.
I. Modification
Except as otherwise provided in this Contract, any modification to this Contract shall only be
effective if agreed to in a formal amendment to this Contract, properly executed and approved in
accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted
under this Contract, other than contract amendments, shall conform to the policies issued by the
Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority
Any reference in this Contract to a statute, regulation, State Fiscal Rule, fiscal policy or other
authority shall be interpreted to refer to such authority then current, as may have been changed or
amended since the Effective Date of this Contract.
K. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any provision
included in any terms, conditions, or agreements appearing on Contractor's or a Subcontractor's
website or any provision incorporated into any click -through or online agreements related to the
Work unless that provision is specifically referenced in this Contract.
L. Severability
The invalidity or unenforceability of any provision of this Contract shall not affect the validity or
enforceability of any other provision of this Contract, which shall remain in full force and effect,
provided that the Parties can continue to perform their obligations under this Contract in accordance
with the intent of this Contract.
M. Survival of Certain Contract Terms
Any provision of this Contract that imposes an obligation on a Party after termination or expiration
of this Contract shall survive the termination or expiration of this Contract and shall be enforceable
by the other Party.
N. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch.
32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and
local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax
Exemption Identification Number 98-02565). The State shall not be liable for the payment of any
excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such
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taxes on Contractor. Contractor shall be solely responsible for any exemptions from the collection
of excise, sales or use taxes that Contractor may wish to have in place in connection with this
Contract.
O. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §18.A, this Contract does not
and is not intended to confer any rights or remedies upon any person or entity other than the Parties.
Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the
Parties. Any services or benefits which third parties receive as a result of this Contract are incidental
to this Contract, and do not create any rights for such third parties.
P. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Contract, whether
explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial
exercise of any right, power, or privilege preclude any other or further exercise of such right, power,
or privilege.
Q.
CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance measures and
standards required under §24-106-107, C.R.S., if any, are subject to public release through the
CORA.
R. Standard and Manner of Performance
Contractor shall perform its obligations under this Contract in accordance with the highest standards
of care, skill and diligence in Contractor's industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations
Contractor shall secure, prior to the Effective Date, and maintain at all times during the term of this
Contract, at its sole expense, all licenses, certifications, permits, and other authorizations required to
perform its obligations under this Contract, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times during the term of their employment, agency or
subcontract, all license, certifications, permits and other authorizations required to perform their
obligations in relation to this Contract.
T. Indemnification
i. General Indemnification
Contractor shall indemnify, save, and hold harmless the State, its employees, agents and
assignees (the "Indemnified Parties"), against any and all costs, expenses, claims, damages,
liabilities, court awards and other amounts (including attorneys' fees and related costs)
incurred by any of the Indemnified Parties in relation to any act or omission by Contractor, or
its employees, agents, Subcontractors, or assignees in connection with this Contract.
ii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Contractor in violation of §8 may be
cause for legal action by third parties against Contractor, the State, or their respective agents.
Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and
all claims, damages, liabilities, losses, costs, expenses (including attorneys' fees and costs)
incurred by the State in relation to any act or omission by Contractor, or its employees,
agents, assigns, or Subcontractors in violation of §8.
iii. Intellectual Property Indemnification
Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and
all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys' fees
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and costs) incurred by the Indemnified Parties in relation to any claim that any Deliverable,
Good or Service, software, or Work Product provided by Contractor under this Contract
(collectively, "IP Deliverables"), or the use thereof, infringes a patent, copyright, trademark,
trade secret, or any other intellectual property right. Contractor's obligations hereunder shall
not extend to the combination of any IP Deliverables provided by Contractor with any other
product, system, or method, unless the other product, system, or method is (a) provided by
Contractor or Contractor's subsidiaries or affiliates; (b) specified by Contractor to work with
the IP Deliverables; (c) reasonably required in order to use the IP Deliverables in its intended
manner and the infringement could not have been avoided by substituting another reasonably
available product, system, or method capable of performing the same function; or (d) is
reasonably expected to be used in combination with the IP Deliverables.
19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all contracts except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller or
designee. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-
102(2.6), C.R.S., then this Contract shall not be valid until it has been approved by the State's Chief
Information Officer or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent upon
funds for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the State, its
departments, boards, commissions committees, bureaus, offices, employees and officials shall be
controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101,
et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and
the State's risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this
Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities,
rights, benefits, protections, or other provisions, contained in these statutes.
D. INDEPENDENT CONTRACTOR
Contractor shall perform its duties hereunder as an independent contractor and not as an employee.
Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or
employee of the State. Contractor shall not have authorization, express or implied, to bind the State
to any agreement, liability or understanding, except as expressly set forth herein. Contractor and
its employees and agents are not entitled to unemployment insurance or workers
compensation benefits through the State and the State shall not pay for or otherwise provide
such coverage for Contractor or any of its agents or employees. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes incurred pursuant
to this Contract. Contractor shall (i) provide and keep in force workers' compensation and
unemployment compensation insurance in the amounts required by law, (ii) provide proof
thereof when requested by the State, and (iii) be solely responsible for its acts and those of its
employees and agents.
E. COMPLIANCE WITH LAW
Contractor shall comply with all applicable federal and State laws, rules, and regulations in effect or
hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
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F. CHOICE OF LAW, JURISDICTION, AND VENUE
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract. Any provision included or incorporated
herein by reference that conflicts with said laws, rules, and regulations shall be null and void. All
suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado
and exclusive venue shall be in the City and County of Denver.
G. PROHIBITED TERMS
Any term included in this Contract that requires the State to indemnify or hold Contractor harmless;
requires the State to agree to binding arbitration; limits Contractor's liability for damages resulting
from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any
way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision
of §24-106-109 C.R.S.
H. SOFTWARE PIRACY PROHIBITION
State or other public funds payable under this Contract shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or applicable
licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract
and any extensions, Contractor has and shall maintain in place appropriate systems and controls to
prevent such improper use of public funds. If the State determines that Contractor is in violation of
this provision, the State may exercise any remedy available at law or in equity or under this
Contract, including, without limitation, immediate termination of this Contract and any remedy
consistent with federal copyright laws or applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-
507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial
interest whatsoever in the service or property described in this Contract. Contractor has no interest
and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree
with the performance of Contractor's services and Contractor shall not employ any person having
such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4,
C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State
Controller may withhold payment under the State's vendor offset intercept system for debts owed to
State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of
tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans
due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to
be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as
a result of final agency determination or judicial action. The State may also recover, at the State's
discretion, payments made to Contractor in error for any reason, including, but not limited to,
overpayments or improper payments, and unexpended or excess funds received by Contractor by
deduction from subsequent payments under this Contract, deduction from any payment due under
any other contracts, grants or agreements between the State and Contractor, or by any other
appropriate method for collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities, investment
advisory services or fund management services, sponsored projects, intergovernmental
agreements, or information technology services or products and services] Contractor certifies,
warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will
perform work under this Contract and will confirm the employment eligibility of all employees who
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are newly hired for employment in the United States to perform work under this Contract, through
participation in the E -Verify Program or the State verification program established pursuant to §8-
17.5-102(5)(c), C.R.S., Contractor shall not knowingly employ or contract with an illegal alien to
perform work under this Contract or enter into a contract with a Subcontractor that fails to certify to
Contractor that the Subcontractor shall not knowingly employ or contract with an illegal alien to
perform work under this Contract. Contractor (i) shall not use E -Verify Program or the program
procedures of the Colorado Department of Labor and Employment ("Department Program") to
undertake pre -employment screening of job applicants while this Contract is being performed, (ii)
shall notify the Subcontractor and the contracting State agency or institution of higher education
within three days if Contractor has actual knowledge that a Subcontractor is employing or
contracting with an illegal alien for work under this Contract, (iii) shall terminate the subcontract if
a Subcontractor does not stop employing or contracting with the illegal alien within three days of
receiving the notice, and (iv) shall comply with reasonable requests made in the course of an
investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor
and Employment. If Contractor participates in the Department Program, Contractor shall deliver to
the contracting State agency, Institution of Higher Education or political subdivision, a written,
notarized affirmation, affirming that Contractor has examined the legal work status of such
employee, and shall comply with all of the other requirements of the Department Program. If
Contractor fails to comply with any requirement of this provision or §§8-17.5-101, et seq., C.R.S.,
the contracting State agency, institution of higher education or political subdivision may terminate
this Contract for breach and, if so terminated, Contractor shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.RS.
Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under
penalty of perjury that Contractor (i) is a citizen or otherwise lawfully present in the United States
pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and
(iii) has produced one form of identification required by §24-76.5-103, C.R.S. prior to the Effective
Date of this Contract.
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CMS #164563
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EXHIBIT A, STATEMENT OF WORK
This Exhibit A, Statement of Work ("SOW"), is part of that certain contract, CMS #164563, by and between
Intellectual Technology, Inc. ("Contractor"), and the State of Colorado, acting by and through the Department of
Revenue, Division of Motor Vehicles ("State" or "Department" or "DMV"). In the event of a conflict or
inconsistency between the Contract and its exhibits and attachments, such conflict or inconsistency shall be
resolved in the manner specified on the Signature and Cover Page of this Contract. Any references to defined
terms that are not specifically defined herein shall have the same meaning as those set forth in the Contract and
its other exhibits.
1. GENERAL DESCRIPTION
Contractor will develop, install, operate, and maintain a network of self-service Kiosks and POD Devices
at County and State identified locations, to provide motor vehicle and driver license services to Colorado
residents in the Counties opting to participate under this Contract. Contractor will provide a complete
turnkey solution which will comply with all design, development, integration, deployment, installation,
and maintenance of all components and conditions outlined in this Statement of Work. The State's goal is
to offer an alternative service delivery option to DMV customers, in order to reduce the amount of over-
the-counter renewals and decrease customer wait times. Services offered will be expanded to include
additional capabilities and enhancements as required by the Department, and Contractor will update kiosk
systems to include the additional services as they become available.
Contractor's systems will interface with the DRIVES Kiosk web service via an Application Programming
Interface (API) established and maintained by Contractor, at Contractor's sole expense. The API will
enable real-time access to motor vehicle registration information.
For POD Devices at County and State identified locations, requirements and specifications for such
devices shall be provided for through a formal amendment to this Contract. Contractor will not be
obligated to provide any POD Devices or related Services until such amendment has been fully executed
and signed by both Parties.
2. DEFINITIONS
For purposes of this Exhibit A, Statement of Work, the following terms shall be construed and interpreted
as follows:
A. "Application Programming Interface" or "API" means a set of commands, functions, protocols,
and objects utilized to permit software programs to communicate with one another.
B. "Authorized Agent" means the County Clerk and Recorder in each County, as defined in C.R.S.
§42-1-102(5).
C. "Completed Transaction" means a Kiosk or POD Device transaction in which a customer fully
concludes the transaction and successfully acquires the desired DMV product(s) or service(s) as
intended, and/or is issued a POD document. A Completed Transaction does not include any failed
transaction, or a transaction where the customer ends the Kiosk or POD Device interaction before a
product or service is purchased and/or a document is issued.
D. "Convenience Fee" means the fee charged by Contractor to a customer for a Completed
Transaction.
E. "County" or "Counties" means one or more of the sixty-four (64) counties within the State of
Colorado.
F. "Developer Portal" the Department's web application designed to allow vendors to manage
various accounts, access, and details.
G. "DRIVES" means the Colorado Driver License, Record, Identification and Vehicle Enterprise
Solution utilized by DMV through its contractor, Fast Enterprises.
Exhibit A
CMS #164563
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H. "Kiosk" means a machine, to be provided and installed by Contractor in a Department, County, or
other identified location, that gives customers the ability to conduct one -stop DMV transactions
independently, rather than interacting directly with DMV employees to acquire DMV products
and/or services.
I. "Kiosk System" means a kiosk -based software system, provided and maintained by Contractor, that
interfaces with the Department's DRIVES data system for processing of registration renewals.
J. "Print On Demand Device" or "POD Device" means a device that can print necessary documents
as proof of transactions conducted with the DMV.
K. "Qualified Maintenance Personnel" means technicians retained by Contractor and authorized by
the manufacturer to perform maintenance services on Kiosks and POD Devices.
L. "Reconditioned" means a machine or piece of equipment that has been repaired and returned to full
and normal operating condition.
M. "Registration Product" means year validation decals, month validation decals, collector ownership
decals, emergency vehicle decals, low power scooter decals, person with disability validation
decals, special mobile machinery ownership decals, special mobile machinery rental decals, and
plug-in electric vehicle decals, with associated registration receipt document.
N. "Warranty" means a promise by Contractor to repair or replace all or part of a product that breaks
within a fixed period of time, or to re -perform Work that did not meet required specifications.
O. "Web Services" means a set of commands, functions, protocols, and objects utilized to permit
software programs to communicate with one another.
3. CONTRACTOR RESPONSIBILITIES — GENERAL
Contractor shall provide the following services under this Contract:
A. Submit a detailed project plan outlining the entire system design, development, initial testing,
acceptance period, training, deployment, and implementation of all hardware and software. The
project plan shall include the time frames and resources required for each component of the project.
Contractor shall allow a reasonable time for the Department and County to review and approve task
completion deliverables, without interrupting Contractor's continuing progress toward project
completion.
B. Provide a Kiosk and Print On Demand ("POD") solution to the Department, which must comply
with all design, development, integration, deployment, and installation requirements, including, but
not limited to, the maintenance of all components as identified in this Exhibit A.
C. Develop, install, operate, and maintain a network of self-service Kiosks and POD Devices for DMV
transactions and associated printing.
D. Work with the Department and County to determine the deployment timeline and scheduling of
POD Devices, and ensure system architecture is scalable and designed to accommodate changes
(e.g. future transactions, products, upgrades, etc.) that may result from County or Department rules,
legislation, business practices, or updates to the DRIVES system.
E. Maintain all Kiosks installed at each Department and County location, per the requirements
identified in this Contract.
F. Offer options for current and future products and services as identified by the State. Future products
and services may be determined through analysis of product utilization or identified in survey
results conducted on current users and stakeholders from the Department, County, and Contractor.
Utilization will be measured by the number of successful Completed Transactions validated through
receipts and reporting, and will be used for analysis of pricing, based on the most recent Kiosk
usage data.
Exhibit A
CMS #164563
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G. Work with the Department and each County to implement best practices for marketing Kiosks
through an integrated marketing campaign that will ensure program awareness and increase
customer usage. Contractor's marketing responsibilities include:
i. Conducting surveys of customers and stakeholders.
ii. Coordinating individual marketing campaigns, in conjunction with the larger initiative, to
promote Kiosk services, including promotion on Department and County websites, and
placement of physical signs at Department and County locations. Marketing services and
signage shall be provided by Contractor at no cost to the Department or County.
iii. Submitting all marketing content, including multi -media content, graphics, complete screen
designs, digitized photographs, printed information, or other marketing content to the
Department and County for approval prior to implementation.
H. Provide a signage area on the front of the Kiosk to display Department or County related
information and graphics. All Kiosk signage must be displayed in both English and Spanish, as
required by each County. Before implementation, Contractor must obtain approval of all artwork,
proposed signage, and housing.
I. Ensure Kiosks bear no company names or logos, except those of the Department, the appropriate
County Clerk and Recorder's Office, and/or authorized credit card companies, unless otherwise
authorized by the Department.
J. Ensure web application screens and voice assistance are available in both English and Spanish, and
that additional language support can be added as required by the Department. Contractor shall
provide the Department with written certification of the accuracy of the Spanish translation.
K. Contractor shall provide the Department with no less than sixty (60) days written notice if its
business will be acquired by another company to allow for execution of a formal Contract
assignment between the Department, Contractor, and the acquiring company.
4. CONTRACTOR COUNTY AND RETAILER AGREEMENTS
A. Contractor must enter into a separate agreement with each participating County for the services and
terms identified in this Contract.
B. Contractor will conduct business with each County individually. The County will place its own
individual orders, and Contractor will invoice the County directly for such orders. The County will
make payment directly to Contractor, and will provide Contractor with its own County exemption
certification. The Department is not responsible for any payments due to Contractor by a County,
for assisting Contractor with collecting any monies due from a County, or for enforcing any
payment agreement made between the County and Contractor.
C. Contractor will work with the County to determine any applicable Convenience Fees and/or
transactional charges. Contractor may not set any fees without prior approval of the County.
D. Contractor will enter into a separate contract with each individual retailer for rent of retail space. All
rental fees and volume revenue shares will be covered by Contractor through the allowed
Convenience Fee. Contractor is responsible for all costs associated with providing services to
individual retailers, including, but not limited to, necessary wiring and/or internet service, site
maintenance, awareness programs, and site reviews.
5. CONVENIENCE FEES
A. Contractor may charge Kiosk customers a Convenience Fee for each completed Kiosk transaction,
in an amount agreed upon by Contractor and the County.
B. Customers shall not incur a charge, and Contractor will not collect a fee, for any transaction that is
not a Completed Transaction as defined herein.
C. Kiosk transactions pertaining to vehicles, owners, and license plates that are exempt from taxes and
fees pursuant to Colorado law shall not be assessed a Convenience Fee by Contractor.
Exhibit A
CMS #164563
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6. GENERAL KIOSK REQUIREMENTS
Contractor shall ensure all Kiosks:
A. Are placed in ADA-compliant locations that allow for required clearance and accessibility.
B. Can be cleaned on all areas and surfaces to meet local, State, and federal health and environmental
standards for cleaning and decontamination. Contractor agrees to allow the Department to conduct
random, unscheduled inspection to ensure compliance.
C. Do not have components that can be easily grasped, or crevices that would prevent the Kiosk from
being properly cleaned, or render it inoperable if it were subjected to any dropped or spilled
substances.
D. Can withstand heavy and continuous use in an unattended environment.
E. Be adequately ventilated and cooled to support normal operations.
F. Have internal components that are mounted to allow ease of service, and access to all cables,
connectors, and consumable items.
G. Allow secure access for service personnel in order to facilitate maintenance and allow access to
required systems and troubleshooting.
H. May be anchored to the floor and/or wall.
I. May be easily detached from the floor or wall by authorized personnel.
J. Are self-contained and fully -integrated units with housing that is secure and reinforced to deter
tampering and theft.
K. Have heavy-duty locking mechanisms, hinges, and door mechanisms to resist vandalism and theft
attempts.
L. Contain battery -backed alarms with detectors on all openings where forced entry might occur.
M. Have enclosures that are resistant to marks/scuffs, and control ambient and reflective light, allowing
screens to be seen by the customer without visual impairment from indoor or outdoor lighting.
7. TESTING
Contractor shall provide and assist the Department with the following types of testing:
A. Evidence of Acceptability
Contractor shall provide evidence of testing to requirements as described and as included in
additional development to validate the capability of the Kiosk and POD Devices within the agreed
upon dates identified in each of the County Installation contracts.
B. Transactional Testing
Contractor shall provide a valid and active credit card, debit card, and checking account for payment
certification testing purposes. The payment charged to the accounts will be reversed back to the card
or account. Contractor shall also provide cash for testing purposes.
C. Kiosk Testing
i. Contractor will deliver test Kiosk(s) for installation at the Department's facility.
Department personnel will transport the test Kiosk and POD Device to their installation site
for testing. The Department shall not be responsible for any damage occurring during
transport, or for any reasonable wear and tear to the Kiosk or POD Device that occurs while
being tested and operated.
ii. Following installation and start-up of the test Kiosk and POD Device, Contractor shall
provide training in the operation of the test Kiosk and POD Device. The Department shall
be permitted to have any number of personnel attend the training. Upon completion of
training, Contractor shall provide two (2) operations and maintenance manuals or other desk
references that include a troubleshooting guide covering general system issues. The
Exhibit A
CMS #164563
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manuals and other reference materials should be written in a manner that can be easily
understood by general office personnel. At the Department's request, Contractor shall also
provide test paper and materials for testing, at no cost to the Department.
The test Kiosk and POD Device will be tested by the Department to ensure they are capable
of operating in accordance with the requirements of this Contract.
iv. The Department is not responsible for any loss of data related to the Kiosk or POD Device
as a result of the conducted testing.
v. The Department may conduct testing for any amount of time deemed necessary to ensure
the Kiosk and POD Device are capable of performing accurate and timely processing of
transactions.
vi. The Department shall notify Contractor in writing upon completion of testing. Thereafter,
Contractor shall uninstall its equipment, or may request Department personnel to do so.
Department personnel will transport the equipment to the loading dock area for pick-up by
Contractor or its authorized agent. Contractor will remove all equipment within ten (10)
days of the Department's notice, unless otherwise agreed to in writing by the Parties.
vii. Contractor is responsible for ensuring that the test Kiosk and POD Device are properly
sanitized to ensure data cannot be retrieved from media prior to disposal, replacement,
reuse, or removal. Acceptable methods of sanitization include software to overwrite data on
computer media, degaussing, or physical destruction. File deletion and formatting media
are not acceptable methods of sanitization. Contractor shall provide a written statement on
company letterhead verifying the means of sanitization within ten (10) days of the date the
equipment is uninstalled.
8. TECHNICAL REQUIREMENTS — HARDWARE
Contractor shall provide:
A. Kiosks and POD Devices that have the capability to securely interface with Contractor's web
services and the DRIVES application in order to process all requested transactions. Contractor must
ensure its system remains compatible with any DRIVES system upgrades, and shall be solely
responsible for any associated costs.
B. Application server logs for all transactions, compliant with data security requirements and protocol
for storage and retrieval of data required to satisfy audit requests, transactional validation, utilization
and operational reporting.
C. Server Logs must provide unique identifiers of each transaction for audit and control purposes.
i. At no time will sensitive information be stored in the Kiosk or server(s), as defined by the
Department and by Payment Card Industry (PCI) Merchant Level.
ii. Contractor must immediately and securely dispose of any residual information on printout
ribbons or in any other format.
Contractor will provide the Department with documentation confirming its disposal of
information.
D. Kiosk applications that are capable of detecting logical errors in data entered by a customer, or a
customer's failure to enter required data.
E. Partnership with the Department to define the business rules for proper validation of all screen
inputs and screen fields.
F. Touch -screen technology utilizing ADA complaint interface requirements and capabilities.
G. Heuristic interface design utilizing prompt -driven navigation following an intuitive sequence of
decisions and the ability to identify where the user is in the application, how to go back in the
process (i.e. "breadcrumbs"), and other techniques that will minimize the customer's need for
assistance while conducting transactions.
Exhibit A
CMS #164563
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H. The option for the customer to process transactions in either English or Spanish and/or request use
of gender -neutral terms for voice assistance, prompts, messages, and errors.
I. Clear and concise Kiosk application instructions, help, and support to ensure unassisted transactions
can be completed as measured through quarterly surveys.
J. The ability for each Kiosk to ascertain when an application is not available and automatically notify
the customer. The notification should also inform the customer which service(s) are available and
allow them to continue the Kiosk transaction utilizing an available service if desired.
K. An educational demo screensaver that will be activated when the Kiosk is unattended for a specified
time.
L. A Kiosk web application that:
i. Is intuitive, enabling first-time users to find the desired information and complete
the desired transaction quickly.
ii. Prevents transaction duplication in the event of an unexpected power failure, lost
connection, or reboot.
Ensures the Department, Counties, and DRIVES do not receive transaction data
until the transaction is fully complete.
M. A disaster recovery plan, including redundant capability, to ensure uninterrupted transactional
processing and restoration in the event of failures, including data recovery services.
N. Kiosks and POD Devices that are configured to electronically notify Contractor's technical support
whenever there is an equipment malfunction, interface disruption, or maintenance issue.
9. TECHNICAL REQUIREMENTS — SOFTWARE
A. Contractor, OIT and the DRIVES development team will develop a functional design of all
proposed software applications. The design must be reviewed and approved by the Department and
OIT prior to development. Contractor shall prepare sample screens and graphics as part of the
functional design, which must include the Department's logo, the County's logo, welcome screens,
menu screens, transaction screens, error situations, and other necessary elements as requested by the
Department.
B. Contractor agrees to utilize industry -accepted design and coding standards for the Kiosks, POD
Devices, and server -based applications.
C. Contractor will ensure all Kiosk and POD Device transactions integrate with current architectures,
as identified by the Department, OIT, and the DRIVES application.
D. During the entire term of this Contract, Contractor shall provide the Department and County with all
software upgrades as they become available. Contractor shall provide in writing its proposed plan
for updating all sites with the new software releases.
E. Before Contractor incorporates any new software releases or updates, Contractor shall send them to
the Department and Fast Enterprises for validation in the DRIVES test environment.
F. For software enhancements or modifications initiated by OIT and the Department, Contractor shall
work with the Department to establish a mutually agreed upon delivery date for the enhancement or
modification.
G. Contractor will make available to the Department, Fast Enterprises, and the County, a method to
track and audit all software changes applied to the System, including version numbers, descriptions,
reason for the change, staff involved, requestor, party responsible for the modification, and the date
and time the change was implemented.
H. Contractor will track all software modifications with full detail as to why the change was requested,
approval of the change, description of the change, staff involved, testing involved, initiation dates,
completion, release, and verification dates.
Exhibit A
CMS #164563
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I. From time to time, Contractor may develop a new optional module for existing software, which
adds a significant amount of new functionality to the software. In such case, Contractor must deliver
and support such optional software if the Department elects to include the new module in the
System.
J. Contractor will provide an application log server for all transactions that does not contain sensitive
customer information, including PII, PCI, or driver license number. For audit and control purposes,
the log server should provide a unique identifier for each transaction.
K. Contractor shall maintain and provide to the Department and County transaction logs from each
Kiosk and POD Device.
L. The Kiosk and POD Device application must allow the Department and County to conduct real-time
reports for all transactions without affecting the System's performance.
M. The Kiosk and POD Device application shall provide a "shopping cart" feature to allow customers
to combine multiple transactions (e.g. registration renewal for more than one vehicle at a time), and
may be charged the allowed Convenience Fee for each service.
N. Contractor represents and warrants that it is the sole owner of the software, or, if not the owner, has
received all legally required authorizations to license the software from the software owner.
Contractor further warrants that it has full authorization to grant the necessary software licensing
rights to the Department and Counties, and that use of the software does not infringe upon any
patent, copyright, trade secret, or other intellectual property rights of another person or organization.
O. Contractor shall immediately notify the Department in writing if a third party acquires its
intellectual property rights or assets.
10. KIOSK CAPABILITIES
Contractor will ensure the Kiosks provided have the following functionalities:
A. Payment Options
Kiosks, at a County's option, must have the ability to process cash, credit cards, and e -check
transactions, or any combination thereof.
i. Credit/debit card reader requirements:
a) The reader must be capable of reading chip cards and magnetic strips for all major
credit and debit cards, in accordance with federal law.
b) The reader shall not display credit/debit card information at any time, allow for
manual entry of credit/debit card numbers, or store credit/debit card information.
c) The device and payment application must meet all current and future Payment Card
Industry (PCI) and Data Security Standard 3.1 (DSS) requirements.
d) The reader must have the ability to read cards that conform to common
International Standards (ISO) and American National Standards Institute (ANSI)
standards.
e) Contractor shall be responsible for all general and preventative maintenance for the
credit/debit card readers.
f) Neither Contractor, the Department, nor the County will be responsible for any
applicable credit/debit card merchant fees.
ii. E -check reader requirements:
a) The reader must have the ability to identify the check number, account number, and
routing number of the personal or business -sized check provided by the customer.
b) The check data must convert into a one-time electronic payment from the
customer's checking account (an electronic funds transfer from an automated
clearinghouse).
Exhibit A
CMS #164563
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DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
c) Customers who select the a -check payment must receive a Department -approved
dialog box explaining the terms and conditions for using the a -check payment
option, such as: "When you provide a check as payment, you authorize the
Colorado DMV to use the account information from your check to make a one-time
electronic funds transfer from your account."
d) As the check itself will not be the method of payment, it should be returned to the
customer after it is processed by the reader. The returned check should be
unmarked and unaltered and should not be printed on or voided.
e) The e -check reader shall not store any customer or check information, and
customers shall not have the ability to create an account to use checking account
information for future payments.
f) Neither Contractor, the Department, nor the County will be responsible for any
applicable e -check fees.
iii. Cash payment accepter/dispenser requirements:
a) Kiosks must have cash bill acceptors and dispensers, or cash bill recyclers, capable
of high volume retail transactions.
b) The cash accepter must be capable of accepting, validating, sorting, and stacking
U.S. currency in denominations of $1.00, $5.00, $10.00, $20.00, $50.00, and
$100.00 bills. Cash dispensers or recyclers must be capable of dispensing U.S.
currency in denominations of $1.00, $5.00, and $20.00 bills, in addition to coins.
c) There must be a validation method for cash accepted to ensure accurate payment
was received. Kiosks should not accept additional currency once customer deposits
have met the total amount due for the transaction.
d) There must be an electronic display that shows the amount of cash accepted and
dispensed, as applicable.
e) The Department and/or County will be responsible for managing the cash drawer,
providing a cash bank to begin the day, and removing cash from Kiosks at the end
of each day. The County will be responsible for ensuring cash transactions are
managed and overseen by County personnel or an authorized agent, and will be
responsible for the collection of the cash drawer and secure delivery to the armored
car service for deposit at a financial institution.
f) There must be a notification system that is capable of alerting Department and
County personnel when the currency dispenser or recycler reaches a level that
cannot sustain normal transactional volumes.
The Kiosk must automatically disable the cash functionality if the accepter or
dispenser are either improperly secured, or are unable to dispense sufficient funds.
E -check and credit/debit payment options shall remain available even if the cash
functionality is disabled.
h) Authorized Department and County staff must have the ability to remove cash from
the Kiosk totals in order to issue refunds. A log -in and password entry must be
required for use of this functionality.
i) There must be validation to ensure cash accepted is not counterfeit, and is legal
U.S. tender only. Cash accepters must detect and physically reject counterfeit or
foreign currency, and a message should be displayed informing the customer that
the cash submitted is not acceptable currency.
iv. Should the Kiosk allow any transaction to be completed where the customer has not paid
the full amount due, Contractor shall be responsible for paying the Department and/or
County for the remainder of the balance owed for the transaction.
g)
Exhibit A
CMS #164563
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DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
B. Displays
Contractor shall ensure Kiosk displays:
i. Are high -resolution capacitive touchscreens with a privacy filter that is capable of
displaying high -resolution digitized photographs, graphics, and videos that are compliant
with all State and federal requirements for usability and accessibility.
ii. Are treated to eliminate parallax distortion and minimize reflections and glare. An
"overlay" or "membrane" should not be used.
iii. Include a privacy filter that helps prevent anyone but the user from reading the screen in
order to protect the privacy of information accessed and payments processed.
iv. Have a screen that is highly durable, is not vulnerable to surface damage, is scratch -
resistant, and is capable of maintaining normal functionality with heavy use in a public
environment.
v. Can sustain continuous cleaning to ensure compliance with applicable federal and State
health requirements and recommendations.
C. Barcode Scanners
Contractor shall ensure Kiosks have integrated scanning technology that can reliably and rapidly
scan and interpret 1 -dimensional, 2 -dimensional, and linear barcodes that are printed on documents,
such as vehicle registration renewals or reinstatements and identification cards utilizing AAMVA
Bar Code Data Encoding Requirements.
D. Storage
Contractor shall ensure Kiosks have:
i. Sufficient capacity to support all applications and software products, including graphics,
digitized photographs, informational screens, and other application requirements.
ii. Memory and storage space to support future software upgrades, enhancements, and
additional Kiosk requirements.
iii. The capacity to store usage statistics for at least one hundred eighty (180) days. Stored data
shall not include any sensitive or confidential data, such as PII and PCI.
iv. Storage security that meets all Federal, State and County requirements for data storage,
including compliance with PCI and OIT Data Security Standards (DSS).
E. Kiosk Multi -Media Presentation Application
Contractor shall ensure Kiosks include:
i. Multi -media capability (audio, video, high -resolution graphics, digitized photographs, etc.).
ii. A media attractor loop (audio, video, high -resolution graphics, digitized photographs, etc.)
to engage and guide users through the phases of their transaction, validate the outcome of
the transaction, and produce a printed document itemizing the transaction and its status.
iii. Capability for users to interact with the interface by touching the screen, including options
to cancel or stop the transaction at any time.
iv. A notification to the customer if the credit/debit card is not readable, and the ability for the
customer to select another form of payment.
v. Time out settings in the application so that no screen image will be displayed on the Kiosk
long enough to burn images on the screen or allow customer information to be visible to
others.
F. Customer Interaction Messages
Contractor shall include the following messages and voice prompts to communicate with customers
during Kiosk transactions:
Exhibit A
CMS #164563
Page 9 of 16
DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
i. Transaction Processing Messages
Screen messages and voice prompts that communicate "pause points" during the
transaction:
a) "Please wait while we retrieve your information."
b) "Please wait while we process your transaction."
ii. Transaction Error Messages
Screen messages and voice prompts that communicate malfunctions/errors to the customer
during a transaction:
a) "The kiosk printer is experiencing technical difficulties. Please see a customer
service representative."
b) "The scanner cannot read your barcode. Please try again or utilize the manual data
entry option." After three consecutive failed attempts, the application should
prompt the user to, "Please utilize the manual data entry option."
c) "The scanner cannot read your credit/debit card. Please try again." After three
consecutive failed attempts, the application should prompt the user to:
• "Please use another form of payment or see a customer service representative.";
or
• "The check reader cannot read your check. Please try again."
After three consecutive failed attempts, the application will prompt the user to:
• "Please use another form of payment or see a customer service representative.";
or
• "The kiosk is experiencing technical difficulties. Please see a customer service
representative."
d) Customized error messages for kiosk in County/partner locations.
e) Error messages that include the phone number and directions to the nearest
Department or County DMV office.
f) Messages that include instructions to remedy errors encountered during key steps of
the transaction, along with visual location indicators:
• "Please insert your credit card."
• "Please insert cash."
• "Please insert your check."
• "Please take your change."
• "Please take your receipt."
• "Please take your registration certificate and decal."
11. MAINTENANCE
A. General
i. At the time of installation, all equipment provided by Contractor shall be of new
manufacture and in good working condition. Contractor is responsible for making all
adjustments, repairs, and replacements necessary to maintain each system component in
good working order for the entire term of this Contract, at no additional cost to the
Department or County. Contractor shall ensure a 98% effective performance level.
Exhibit A
CMS #164563
Page 10 of 16
DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
ii. The Department or County shall allow Contractor access to the equipment requiring
maintenance, subject to the site's security regulations, at a mutually agreeable date and
time.
Contractor shall perform all on -site remedial and preventative maintenance of Kiosks and
POD Devices. Contractor is solely responsible for all costs associated with performing
maintenance, including, but not limited to parts, labor, travel, hardware, software, shipping,
and/or insurance.
iv. Contractor is responsible for providing and replenishing Kiosk and POD Device
consumables (ribbons, printer rolls, paper, registration forms and decals, registration
products, etc.) at all Department and County offices and other locations. Contractor must
work with the Department and Colorado Correctional Industries (CCI) to acquire all paper
and decal materials for Kiosks and POD Devices. Department and County personnel shall
be permitted to replenish the consumables provided by Contractor, and to provide low-level
maintenance, such as checking printers and clearing paper jams.
v. Contractor shall provide all items necessary for the Kiosk and POD Devices to function,
including, but not limited to, batteries, where applicable.
vi. Contractor shall provide all support services, repairs, and maintenance of all equipment,
including the cleaning of screens, shelves, fascia, etc., at no cost to the Department or
County.
vii. Contractor shall use best efforts to remove all graffiti on Kiosk and POD Devices within
five (5) business days.
B. Preventative Maintenance
i. Contractor's preventative maintenance work shall be done at a date and time that minimizes
impact on the normal business operations of each Kiosk location. Preventive maintenance
will be performed at a mutually agreeable date and time.
ii. Contractor must provide the Department and County with a detailed preventative
maintenance plan in writing. At a minimum, the maintenance plan must include:
• The periodic maintenance schedule for each Kiosk and POD Device, including
software, servers, firewalls, hardware, and consumables.
• Maintenance tasks, schedules, time allotments, and personnel required.
• The method Contractor will use to coordinate any maintenance visits with the
Department and County.
• Instructions on how the Department or County can notify Contractor of Kiosk or
POD Device problems and request maintenance.
Contractor will ensure that the Kiosk and POD Device application can identify a system
error, such as a hardware malfunction or interface disruption, and immediately alert
Contractor's technical support team, along with Department and County system
administrators.
iv. Contractor must securely dispose of any residual information on printout ribbons, etc., and
will provide the Department with written documentation confirming proper disposal of such
information.
12. SERVICE LEVEL AGREEMENT
Exhibit A
CMS #164563
Page 11 of 16
DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
Contractor shall provide the following levels of service:
A. General
i. Contractor shall provide a single point of contact that the Department and County can notify
for all maintenance, equipment, and/or software issues.
ii. Contractor shall provide a helpdesk, and shall display a toll -free helpdesk telephone number
on each Kiosk. The helpdesk will initiate any troubleshooting, and/or required maintenance
or service.
B. Kiosks
i. Contractor shall ensure that each Kiosk performs at an effectiveness level of 98% or better
during any thirty (30) day period. The effectiveness level is the percentage of scheduled
production time during which a Kiosk is fully operational.
ii. If a Kiosk is inoperable for more than three (3) consecutive business days, or if the Kiosk
requires more than three (3) service calls due to mechanical failure within a sixty (60) day
period, Contractor shall provide a replacement Kiosk to the Department or County at no
additional cost.
iii. Contractor shall ensure that equipment provided does not require reconditioning when it has
been under warranty or a continuous maintenance contract since the date of acceptance.
iv. Contractor shall ensure all equipment provided is covered by a warranty throughout the
entire term of this Contract.
C. Software
i. Contractor will support the releases of its software under the terms of this Contract, and will
be responsible for correcting defects in the software.
ii. When reporting a problem to Contractor, the Department shall provide reasonable
information and access to the Department's system so Contractor's engineers can reproduce
and diagnose the problem. Contractor will provide the Department with templates and
requirements lists as needed to support this effort.
iii. Contractor shall complete all software maintenance needed to restore services, and shall
react immediately to restore services to sites where systems are not functioning properly.
iv. Service necessary to maintain software operation in accordance with Contractor's warranty
shall include, at a minimum, toll -free phone support from 7:00 a.m. to 8:00 p.m. Mountain
Time, detection and correction of errors, and updates to all licensed software to ensure
systems are operating with the most updated version of the operating software.
D. Maintenance
i. Contractor shall respond to all service calls received from the Department or County within
thirty (30) minutes, and maintenance personnel must be on site within four (4) hours for
metropolitan areas and within six (6) hours in rural areas.
ii. If replacement parts are required, installation of the new components shall be conducted no
later than twenty-four (24) hours from the initial diagnosis. To ensure adherence to this
response time, Contractor shall keep all necessary parts on hand.
iii. Contractor will maintain POD Device replacement stock at each Department and County
location to allow Department and County personnel to replace a POD Device when it is
defective or fails. Contractor must recover the faulty POD Device at Contractor's sole
expense and within the timeframe determined by the Department or County location.
iv. All of Contractor's maintenance technicians shall be authorized and/or certified by the
equipment manufacturer to perform maintenance services. The Department or County may
require Contractor to provide proof of such certification at any time.
Exhibit A
CMS #164563
Page 12 of 16
DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
E. Downtime
i. A Kiosk shall be considered "down" if it is unavailable for customer use. A POD Device
shall be considered "down" if it is unavailable to the Department or County for printing use.
ii. Downtime shall commence when a malfunction is initially reported to Contractor and shall
end when the Kiosk becomes available for customer use, or a POD Device becomes
available for printing.
Downtime does not include interruptions in service due to power outages, problems with
DRIVES, or other factors out of Contractor's control.
13. POWER SUPPLY AND ACCESSORIES
A. Contractor shall provide all electrical equipment necessary to operate Kiosks and POD Devices.
Electrical equipment must be approved for electrical safety by Underwriter's Laboratory or
equivalent, and certified by a Nationally Recognized Testing Laboratory to be compliant with FCC
regulations.
B. Contractor is solely responsible for all costs associated with obtaining and maintaining tamper -proof
power and data connections.
C. Contractor shall provide a power supply with a master switch that controls all equipment. The
master switch must be easily accessible to authorized personnel only.
D. For each Kiosk, Contractor shall provide one (1) Uninterrupted Power Supply (UPS) backup that is
line interactive, and has LED indicators and an audible alarm to provide indicators of the unit's
operation status, and a minimum of fifteen (15) minutes of continuous power backup. In the event
of a complete power failure to the Kiosk lasting longer than fifteen minutes, Contractor shall ensure
the Kiosk has the ability to return to the application upon restoration of power without requiring
action by personnel or a system administrator.
E. Contractor shall ensure each Kiosk has adequate surge protection.
F. Contractor shall provide all other needed power sources (e.g. batteries) as applicable, including
spares.
14. KIOSK DELIVERY, INSTALLATION, AND MOVEMENT
A. Delivery and Installation
i. Contractor is solely responsible for delivering, installing, and deploying Kiosks and POD
Devices to the locations mutually agreed upon by the Department, County, and Contractor.
ii. Except as otherwise expressly provided for herein, "delivery" includes, and shall not be
considered complete until, Contractor confirms approval of the installation of a Kiosk
and/or POD Device.
"Installation" shall include shipping to a specified location, all unpacking, positioning,
securing kiosks to the wall and/or floor, and connecting equipment to utility services to
render them ready for acceptance testing. Contractor is responsible for removing all
shipment crating and other debris from the premises.
iv. Equipment installations shall comply with Department and County building and facilities
standards.
B. Site Preparation and Modifications
No less than thirty (30) days prior to installation, Contractor shall work with the Department and
County to implement all site modifications necessary to accommodate Kiosk and POD Device
installation, including all peripherals and options, such as:
• Cabling of the location and/or any electrical work required at the facility.
• Relocation of electrical service, furniture, or existing cabling.
Exhibit A
CMS #164563
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DocuSign Envelope ID: EFFCC790-62B7-422E-AF42-18052E029AF4
• Removal or installation of walls or doors, or other improvements needed to support the
Kiosk and POD Devices.
Contractor shall be solely responsible for all costs associated with a delay or additional site
preparations needed due to Contractor's erroneous or incomplete environmental specifications.
C. Damage to Work Site or Contractor Property
i. Any damage to a work site caused by Contractor during Kiosk installation, service, or
removal of equipment shall be repaired to original condition, and to the Department or
County's satisfaction, at Contractor's sole expense. Any non -agreed upon change to the
original site as it existed prior to Contractor's work was conducted shall be considered
"damage".
ii. Contractor shall be solely responsible for any loss or damage to Contractor materials,
supplies, equipment, or other property, including the personal property of its employees.
D. Kiosk Relocation
If the Parties agree that a Kiosk should be transferred to a different location, Contractor shall
remove, relocate, and install the equipment at the new location at no cost to the Department or
County.
15. TECHNICAL SYSTEM DOCUMENTATION
Prior to implementation, Contractor will provide:
A. Detailed technical system documentation, detailed system design specifications, descriptions of all
proposed Kiosk and POD Device hardware and software, operating instructions, footprints, power
and environmental requirements, ADA compliance, model numbers, makes, serial numbers,
electrical and grounding requirements, temperature and humidity ranges, software components and
features.
B. Technical documentation that describes all system component operation, including interfaces to
DRIVES or other third party systems. Documentation is due within sixty (60) days of deployment
to production and must include:
• System architecture diagrams and data flow overlay with ports and services.
• System Security Plans ("SSP"), including network topologies, accreditation boundary
diagrams, system interface specifications, and system schemas.
C. Contractor and Department incident response plan, per P-CISP-008 Incidence Response.
D. Environmental specifications, in writing, for any equipment to be delivered, in sufficient detail to
permit all installed equipment, both inside and outside, to function efficiently from an
environmental perspective.
16. TRAINING PLANS AND MANUALS
Contractor shall provide the Department and County with the following training and materials:
A. Contractor will provide a detailed, screen -oriented, workflow -based training manual to the
Department, County, and OIT staff. The manual must describe all procedures necessary for
successful operation and interaction with the Kiosk and POD Device System, including:
i. System operation with an overview of:
• System hardware and software architecture and connectivity
• Hardware components and system installation
• Hardware and software problem diagnosis and resolution (troubleshooting)
• Remote system monitoring
Exhibit A
CMS #164563
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• Administrative functions, including how to change passwords and other routine
management tasks
• Preventative maintenance tasks (e.g. cleaning and disinfecting)
ii. How Contractor will train County staff on the new Kiosk and POD Device Systems and
software, along with associated timeframes.
iii. A training schedule, as mutually agreed upon by the Department, County and Contractor,
which must coincide with the Kiosk and POD Device installation schedule.
B. On -site system management and operations training sufficient to provide basic knowledge and daily
operational proficiency. Training must include, but is not limited to:
• System operation
• Troubleshooting and monitoring
• Preventative maintenance tasks (e.g. cleaning)
• Standard report printing
• On -demand reporting
C. Customized training plans that the Department and County may use for its internal training
purposes, including, but not limited to:
• Method of training
• Length of training (estimated number of hours for each type of employee)
• Scope of training
• List of training materials and samples
• A detailed description of the training
• A detailed outline of each training session
D. Qualified technical staff to facilitate any changes or diagnose issues or enhancements to the Kiosk
software or hardware.
17. OPERATIONAL STATISTICS AND REPORTING
A. Contractor shall provide a solution for centrally collecting, storing, and reporting Kiosk and POD
Device usage/performance statistics in real time. No sensitive customer information, such as PII and
PCI, shall be stored on Kiosks.
B. Contractor shall maintain servers that collect data from Kiosks and POD Devices at the end of each
transaction, whether the transaction was completed or not. The servers should connect to
Contractor's network. The Kiosks must not connect to Department or County IT network systems.
C. Contractor shall provide:
i. An intuitive interface for looking up transactions and providing various reports, including
on -demand reports.
ii. The capability of producing various reports sorted by transaction type, within date range,
and by Kiosk and POD Device location.
iii. The capability to produce the following types of reports:
• Auditing reports
• Accounting reports
• Use and statistical reports
• Maintenance reports
• State -of -health reports
• Consumable inventory reports
Exhibit A
CMS #164563
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DocuSign Envelope ID: EFFCC790-6267-422E-AF42-18052E029AF4
• Repair and downtime reports
• Response time reports, including transaction times per type,
• payment method, etc., and time measurements for each screen
• Transaction Detail and Error Reports
• Payment Error Reports
• Cash -Out Receipt Reprint
• Real -Time Search Reports
• Manual Cash Refunds
• Customer session statistics and summaries, including transaction
performed, date and time, length of session, language used, payment
method, system errors encountered, component failures encountered, and
amount tendered
• Detailed transaction statistics and summaries
• Transactions by payment method
• System errors and summaries
• Component failures and summaries
• Time of day statistics
• Monies count reconciliation reports
• Survey results
• Session results, including aborted or canceled transactions and the screen it
was on, timed -out transactions and the screen it timed -out on, completed
transactions, and unsuccessful transactions and reasons
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Exhibit A
CMS #164563
Page 16 of 16
DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Revenue
Option Letter Number
Contractor
Intellectual Technology, Inc.
Original Contract Number
CMS #
Current Contract Maximum Amount
Initial Term
State Fiscal Year 2021
$0.00
Option Contract Number
CMS #
Extension Terms
State Fiscal Year 2022
$0.00
Contract Performance Beginning Date
State Fiscal Year 2023
$0.00
State Fiscal Year 2024
$0.00
Current Contract Expiration Date
State Fiscal Year 2025
$0.00
Total for All State Fiscal Years
$0.00
1. OPTIONS:
A. Option to extend for an Extension Term
2. REQUIRED PROVISIONS:
A. In accordance with Section(s) 2.C of the Original Contract referenced above, the State hereby exercises its
option for an additional term, beginning Insert start date and ending on the current contract expiration date
shown above, at the rates stated in the Original Contract, as amended.
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later.
STATE OF COLORADO
Jared S. Polis, Governor
Department of Revenue
Mark Ferrandino, Executive Director
By:
Heidi Humphreys, Deputy Executive Director
Date:
In accordance with §24-30-202 C.R.S., this Option is not valid
until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:
Jason Grothaus, DOR Controller
Option Effective Date:
Exhibit B
CMS #164563
Page 1 of 1
DocuSign Envelope ID: EFFCC790-8287-422E-AF42-18052E029AF4
EXHIBIT C, INFORMATION TECHNOLOGY PROVISIONS
This Exhibit regarding Information Technology Provisions (the "Exhibit") is an essential part of the
agreement between the State and Contractor as described in the Contract to which this Exhibit is attached.
Unless the context clearly requires a distinction between the Contract and this Exhibit, all references to
"Contract" shall include this Exhibit.
1. PROTECTION OF SYSTEM DATA
A. In addition to the requirements of the main body of this Contract, if Contractor or any Subcontractor
is given access to State Information Technology resources or State Records by the State or its agents
in connection with Contractor's performance under the Contract, Contractor shall protect such
Information Technology resources and State Records in accordance with this Exhibit. All provisions
of this Exhibit that refer to Contractor shall apply equally to any Subcontractor performing work in
connection with the Contract.
B. The terms of this Exhibit shall apply to the extent that Contractor's obligations under this Contract
include the provision of Information Technology goods or services to the State. Information
Technology is computer -based equipment and related services designed for the storage,
manipulation, and retrieval of data, and includes, without limitation:
i. Any technology, equipment, or related services described in §24-37.5-102(2), C.R.S.;
ii. The creation, use, processing, disclosure, transmission, or disposal of State Records,
including any data or code, in electronic form; and
Other existing or emerging technology, equipment, or related services that may
require knowledge and expertise in Information Technology.
C. Contractor shall, and shall cause its Subcontractors to meet all of the following:
i. Provide physical and logical protection for all hardware, software, applications, and
data that meets or exceeds industry standards and the requirements of this Contract.
ii. Maintain network, system, and application security, which includes, but is not limited
to, network firewalls, intrusion detection (host and network), annual security testing,
and improvements or enhancements consistent with evolving industry standards.
Comply with State and federal rules and regulations related to overall security,
privacy, confidentiality, integrity, availability, and auditing.
iv. Provide that security is not compromised by unauthorized access to workspaces,
computers, networks, software, databases, or other physical or electronic
environments.
v. Promptly report all Incidents, including Incidents that do not result in unauthorized
disclosure or loss of data integrity, to a designated representative of the State's Office
of Information Security ("OIS").
vi. Comply with all rules, policies, procedures, and standards issued by the Governor's
Office of Information Technology ("OIT"), including change management, project
lifecycle methodology and governance, technical standards, documentation, and other
requirements posted at www.oit.state.co.us/about/policies.
D. Subject to Contractor's reasonable access security requirements and upon reasonable prior notice,
Contractor shall provide the State with scheduled access for the purpose of inspecting and
monitoring access and use of State Records, maintaining State systems, and evaluating physical and
logical security control effectiveness.
Exhibit D
CMS #164563
Page 1 of 6
DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
E. All of Contractor's employees, agents, officers, temporary or seasonal employees, or any other
personnel that will or may have access to the System or Records within the System (electronic,
printed, or otherwise), shall, prior to being granted access to the System or Records, successfully
pass an annual Department background check. The following procedures and requirements shall
apply to all background checks:
i. Contractor understands and agrees that, before Contractor or any Subcontractor may
perform any Work under this Contract, the State must perform background checks on
all Contractor and Subcontractor employees and agents performing Work or having
access to State Records under this Contract. The background check may include, at
the State's sole discretion, any or all of the following: a nationwide criminal history
check, fingerprint -based criminal history records check, tax check, reference check,
citizenship/residency check, or other check as may be deemed necessary by the State.
ii. Prior to conducting a background check, the State will provide Contractor with the
appropriate consent form(s) permitting the State to conduct a background check for
an identified employee. Contractor shall return signed consent forms for each
employee or Subcontractor employee who will perform Work and/or have access to
State Records under this Contract. If any employee refuses to sign the consent
form(s), provide fingerprints, or provide any other information necessary to complete
the background check, the employee will be disqualified from performing any Work
under this Contract.
iii. Based on the results of the background check, the State will make the sole
determination on the suitability of a Contractor or Subcontractor employee to perform
Work under this Contract. If information is revealed during a fingerprint -based
criminal history records check that would disqualify the employee from performing
Work under this Contract, the employee will be notified in writing by the State and
will be afforded the opportunity to provide evidence refuting the finding and to
correct the information as set forth in 28 C.F.R §16.34.
iv. If, after a successful background check has been performed, any Contractor or
Subcontractor employee performing Work under this Contract is criminally charged
with a felony, misdemeanor, petty offense, alcohol or drug -related driving offense,
misdemeanor traffic offense, or any other offense which has the potential to impact
the employee's ability to perform the Work, the criminal charges must be reported by
Contractor to the State within two (2) business days of the filing of charges.
1) Upon final judgment on a verdict of guilty, a plea of guilty, or a plea of nolo
contendere to any of the above criminal offenses, the conviction shall be
reported to the State within two (2) business days of the verdict or plea.
2) Either the disclosure, or failure to report criminal charges or convictions as
required herein, will subject the Contractor or Subcontractor employee to a
new background check and the State may, at its discretion, prohibit the
employee from performing Work under this Contract.
v. If a Contractor or Subcontractor employee falsifies information or documents pertaining to
a background check conducted by the State, the State may, at its discretion, disqualify the
employee from performing Work under this Contract.
2. DATA HANDLING
A. Contractor may not maintain or forward these State Records to or from any other facility or
location, except for the authorized and approved purposes of backup and disaster recovery purposes,
without the prior written consent of the State. Contractor may not maintain State Records in any
Exhibit D
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DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
data center or other storage location outside the United States for any purpose without the prior
express written consent of OIS.
B. Contractor shall not allow remote access to State Records from outside the United States, including
access by Contractor's employees or agents, without the prior express written consent of OIS.
Contractor shall communicate any request regarding non-U.S. access to State Records to the
Security and Compliance Representative for the State. The State shall have sole discretion to grant
or deny any such request.
C. Upon request by the State made any time prior to 60 days following the termination of this Contract
for any reason, whether or not the Contract is expiring or terminating, Contractor shall make
available to the State a complete download file of all State data.
i. This download file shall be made available to the State within 10 Business Days of the
State's request, shall be encrypted and appropriately authenticated, and shall contain,
without limitation, all State Records, Work Product, and system schema and
transformation definitions, or delimited text files with documents, detailed schema
definitions along with attachments in its native format.
ii. Upon the termination of Contractor's provision of data processing services, Contractor
shall, as directed by the State, return all State Records provided by the State to
Contractor, and the copies thereof, to the State or destroy all such State Records and
certify to the State that it has done so. If any legal obligation imposed upon Contractor
prevents it from returning or destroying all or part of the State Records provided by the
State to Contractor, Contractor shall guarantee the confidentiality of all State Records
provided by the State to Contractor and will not actively process such data anymore.
Contractor shall not interrupt or obstruct the State's ability to access and retrieve State
Records stored by Contractor.
D. The State retains the right to use the established operational services to access and retrieve State
Records stored on Contractor's infrastructure at its sole discretion and at any time. Upon request of
the State or of the supervisory authority, Contractor shall submit its data processing facilities for an
audit of the measures referred to in this Exhibit in accordance with the terms of this Contract.
3. DELIVERY AND ACCEPTANCE
A. Contractor shall provide and maintain a quality assurance system acceptable to the State for any
Work or Deliverables under this Contract and shall provide to the State only such Work or
Deliverables that have been inspected and found to conform to the specifications identified in this
Contract and any applicable solicitation, bid, offer, or proposal from which this Contract results.
B. Contractor's delivery of any Work or Deliverables to the State shall constitute certification that such
Work or Deliverable has been determined to conform to the applicable specifications, and
Contractor shall make records of such quality assurance available to the State upon request during
the term of the Contract or at any time within three years following expiration or termination of the
Contract.
C. For any Work or Deliverables other than the purchase or license of commercially available goods or
software, acceptance of the Work or Deliverable shall require affirmative written communication
from the State to the Contractor that such Work or Deliverable has been accepted by the State. Such
communication shall be provided within a reasonable time period from the delivery of the Work or
Deliverable and shall not be unreasonably delayed or withheld. Acceptance by the State shall be
final, except in cases of Contractor's failure to conduct proper quality assurance, latent defects that
could not reasonably have been detected upon delivery, or Contractor's gross negligence or willful
misconduct.
Exhibit D
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DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
4. WARRANTY
A. Notwithstanding the acceptance of any Work or Deliverable, or the payment of any invoice for such
Work or Deliverable, Contractor warrants that any Work or Deliverable provided by Contractor
under this Contract shall be free from material defects and shall function in material accordance
with the applicable specifications. Contractor warrants that any Work or Deliverable shall be, at the
time of delivery, free from any harmful or malicious code, including without limitation viruses,
malware, spyware, ransomware, or other similar function designed to interfere with or damage the
normal operation of Information Technology resources. Contractor's warranties under this section
shall apply to any defects or material nonconformities discovered within 180 days following
delivery of any Work or Deliverable.
B. Upon notice during the warranty term of any defect or material nonconformity, Contractor shall
submit to the State in writing within 10 business days of the notice one or more recommendations
for corrective action with sufficient documentation for the State to ascertain the feasibility, risks,
and impacts of each recommendation. The State's remedy for such defect or material non-
conformity shall be:
i. Contractor shall re -perform, repair, or replace such Work or Deliverable in accordance
with any recommendation chosen by the State. Contractor shall deliver, at no
additional cost to the State, all documentation required under the Contract as applicable
to the corrected Work or Deliverable; or
ii. Contractor shall refund to the State all amounts paid for such Work or Deliverable, as
well as pay to the State any additional amounts reasonably necessary for the State to
procure alternative goods or services of substantially equivalent capability, function,
and performance.
C. Any Work or Deliverable delivered to the State as a remedy under this section shall be subject to the
same quality assurance, acceptance, and warranty requirements as the original Work or Deliverable.
The duration of the warranty for any replacement or corrected Work or Deliverable shall run from
the date of the corrected or replacement Work or Deliverable.
5. COMPLIANCE
A. In addition to the compliance obligations imposed by the main body of the Contract, Contractor
shall comply with:
i. All Colorado Office of Information Security (OIS) policies and procedures which OIS
has issued pursuant to §§24-37.5-401 through 406, C.R.S. and 8 CCR §1501-5 and
posted at http://oit.state.co.us/ois
i. All information security and privacy obligations imposed by any federal, state, or local
statute or regulation, or by any specifically incorporated industry standards or
guidelines, as applicable based on the classification of the data relevant to Contractor's
performance under the Contract. Such obligations may arise from:
a. Health Information Portability and Accountability Act (HIPAA)
b. IRS Publication 1075
c. Payment Card Industry Data Security Standard (PCI-DSS)
d. FBI Criminal Justice Information Service Security Addendum
e. CMS Minimum Acceptable Risk Standards for Exchanges
f. Electronic Information Exchange Security Requirements and Procedures For
State and Local Agencies Exchanging Electronic Information With The Social
Security Administration
Exhibit D
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DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
ii. Contractor shall comply with and adhere to Section 508 of the U.S. Rehabilitation Act
of 1973, as amended, and §§24-85-101, et seq., C.R.S. Contractor shall comply with all
State of Colorado technology standards related to technology accessibility and with
Level AA of the most current version of the Web Content Accessibility Guidelines
(WCAG), incorporated in the State of Colorado technology standards and available at
https://wwvv.w3.org/TR/WCAG21/.
B. Contractor shall implement and maintain all appropriate administrative, physical, technical, and
procedural safeguards necessary and appropriate to ensure compliance with the standards and
guidelines applicable to Contractor's performance under the Contract.
C. Contractor shall allow the State reasonable access and shall provide the State with information
reasonably required to assess Contractor's compliance. Such access and information shall include:
i. An annual SOC2 Type II audit including, at a minimum, the Trust Principles of
Security, Confidentiality, and Availability, or an alternative audit recommended by
OIS; or
ii. The performance of security audit and penetration tests, as requested by OIS.
D. To the extent Contractor controls or maintains information systems used in connection with State
Records, Contractor will provide OIS with the results of all security assessment activities when
conducted on such information systems, including any code -level vulnerability scans, application
level risk assessments, and other security assessment activities as required by this Contract or
reasonably requested by OIS. Contractor will make reasonable efforts to remediate any
vulnerabilities or will request a security exception from the State. The State will work with
Contractor and OIS to prepare any requests for exceptions from the security requirements described
in this Contract and its Exhibits, including mitigating controls and other factors, and OIS will
consider such requests in accordance with their policies and procedures referenced herein.
6. TRANSITION OF SERVICES
Upon request by the State prior to expiration or earlier termination of this Contract or any Services
provided in this Contract, Contractor shall provide reasonable and necessary assistance to accomplish a
complete transition of the Services from Contractor to the State or any replacement provider designated
solely by the State without any interruption of or adverse impact on the Services. Contractor shall
cooperate fully with the State or any successor provider and shall promptly take all steps required to assist
in effecting a complete transition of the Services designated by the State. All services related to such
transition shall be performed at no additional cost beyond what would be paid for the Services in this
Contract.
7. LICENSE OR USE AUDIT RIGHTS
A. To the extent that Contractor, through this Contract or otherwise as related to the subject matter of
this Contract, has granted to the State any license or otherwise limited permission to use any
Contractor Property, the terms of this section shall apply.
B. Contractor shall have the right, at any time during and throughout the Contract Term, but not more
than once per Fiscal Year, to request via written notice in accordance with the notice provisions of
the Contract that the State audit its use of and certify as to its compliance with any applicable
license or use restrictions and limitations contained in this Contract (an "Audit Request"). The Audit
Request shall specify the time period to be covered by the audit, which shall not include any time
periods covered by a previous audit. The State shall complete the audit and provide certification of
its compliance to Contractor ("Audit Certification") within 120 days following the State's receipt of
the Audit Request.
C. If upon receipt of the State's Audit Certification, the Parties reasonably determine that: (i) the
State's use of licenses, use of software, use of programs, or any other use during the audit period
Exhibit D
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DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
exceeded the use restrictions and limitations contained in this Contract ("Overuse") and (ii) the
State would have been or is then required to purchase additional maintenance and/or services
("Maintenance"), Contractor shall provide written notice to the State in accordance with the notice
provisions of the Contract identifying any Overuse or required Maintenance and request that the
State bring its use into compliance with such use restrictions and limitations.
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Exhibit D
CMS #164563
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DocuSign Envelope ID: EFFCC790-B2B7-422E-AF42-18052E029AF4
EXHIBIT D, FORM OF CONTRACTOR NOTIFICATION STATEMENT
State of Colorado
Contract Management Information
Contractor Notification Statement
Colorado Revised Statutes § 24-102-206(1)(b)
Notification pursuant to "Keep Jobs in Colorado Act of 2013"
This Notification Statement is NOT required for (1) contracts under Medicare, the "Colorado Medical
Assistance Act," Articles 4 to 6 of Title 25.5, CRS, the "Children's Basic Health Plan Act," Article 8 of Title
25.5, CRS, or the "Colorado Indigent Care Program," Part I of Article 3 of Title 25.5, CRS; or (2) contracts that
receive federal funds.
RE: Contract CMS #: 164563 (the "Contract")
Contractor Name: Intellectual Technologv, Inc.
Date of Notice:
Section 6.C of the Contract states:
A. OIT Approval Required for IT Projects
For IT Projects and following OIT's prior written approval, Contractor may perform, or subcontract to perform,
Services outside the State of Colorado and/or the United States. OIT shall approve or deny any such Contractor
request on a case by case basis. Following such written approval, Contractor shall follow the notice provision
listed in §6.C.
B. Performance outside the State of Colorado and/or the United States
[Not applicable if Contract Funds include any federal funds] Following the Effective Date, and with OIT's
prior written approval, Contractor shall provide written notice to the State, in accordance with §14 and in form
substantially equivalent to Exhibit C, within twenty (20) days of the earlier to occur of Contractor's decision to
perform, or its execution of an agreement with a Subcontractor to perform, Services outside the State of
Colorado and/or the United States. Such notice shall specify the type of Services to be performed outside the
State of Colorado and/or the United States and the reason why it is necessary or advantageous to perform such
Services at such location or locations. All notices received by the State pursuant to this §6.C shall be posted on
the Colorado Department of Personnel & Administration's website. Knowing failure by Contractor to provide
notice to the State under this §6.C shall constitute a material breach of this Contract.
Pursuant to CRS § 24-102-206(1)(b), this Contractor Notification Statement shall serve as written notice to the
State of Colorado (the "State") Department of Personnel & Administration that the Contractor listed below
anticipates services under the above -referenced Contract or any subcontract services may be performed outside
the United States or the State during the term of the Contract. Services to be performed outside the United States
or the State include:
Performance of such services outside the United States or the State is necessary or advantageous to the State for
the following reasons:
Contractor Company Name:
Representative Signature:
Print Representative Name and Title:
Exhibit D
CMS #164563
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