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Home My WebLink AboutC19-134 Intellectual Technology IncDocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO90734FCC1 COLORADO MV EXPRESS SELF-SERVICE TERMINAL PARTICIPATION AGREEMENT This COLORADO MV EXPRESS SELF-SERVICE TERMINAL PARTICIPATION AGREEMENT (this "SST Participation Agreement") is entered into as of 4/24/2019 by and between Eagle County, Colorado, a body corporate and politic (the "AgencX') and Intellectual Technology, Inc. ("ITI"), a Delaware corporation headquartered at 1901 Camino Vida Roble, Suite 204, Carlsbad, California 92008. WHEREAS, the Agency is interested in participating in the self-service terminals ("SSTs") program established with ITI pursuant to that certain Agreement For Services by and between the Board of County Commissioners of the County of Arapahoe, State of Colorado ("Arapahoe Co un ') and ITI, dated as of October 19, 2016, (as amended, the "Master Agreement"), in order to provide the residents of the Agency's local county with the ability to use SSTs installed in other counties and utilize the services (the "Services") offered by such SSTs; and WHEREAS, the Agency and ITI both acknowledge that this SST Participation Agreement is subordinate to the Master Agreement, and any right granted to Arapahoe County in the Master Agreement shall have priority over any conflicting right granted to the Agency under this SST Participation Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Services. Agency agrees to participate in the SST program to provide the residents of its county with the ability to use SSTs installed in other counties as detailed in the Master Agreement attached as Exhibit A. 2. Term. The term of this SST Participation Agreement shall begin on the date hereof and terminate on the last day of the term of the Master Agreement, as extended or earlier terminated in accordance with the Master Agreement. Notwithstanding the foregoing, either ITI or the Agency may terminate this SST Participation Agreement at any time with sixty (60) days written notice. 3. Information Security. The Agency will not have access to any confidential or personally identifiable information generated by the SST transactions. ITI shall be responsible for all data integrity, data transmission and security of all confidential and personal information. 4. Fees. For Services rendered, the Agency agrees to compensate ITI according to the agreed upon conditions defined in accordance with Schedule A under "Service Fees". (a) Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 5. Independent Contractor. ITI and any and all of ITI's agents and employees shall act 9766295.2/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B090734FCC1 as independent contractors and not as agents or employees of the Agency. Nothing herein contained shall be construed as constituting the parties hereto as partners, agents of one another or joint venturers. 6. Indemnification. ITI shall indemnify and hold harmless Agency, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which Agency may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by ITI or any of its subcontractors hereunder; and ITI shall reimburse Agency for reasonable attorney fees and costs, legal and other expenses incurred by Agency in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the Agency to the extent that Agency is liable to such third party for such claims without regard to the involvement of ITI. This paragraph shall survive expiration or termination hereof. 7. Confidentiality. The parties understand and acknowledge that in connection with the Services to be performed by ITI and the obligations of the Agency under this SST Participation Agreement, from time to time either or both (the "Disclosing Pajw') may disclose to the other (the "Receiving Party"), either in writing or orally, information relating to the Disclosing Party's businesses, operations, organizations, financial conditions, plans, designs, marketing strategies and other confidential or proprietary information ("Confidential Information"). The Receiving Party will use such Disclosing Party's Confidential Information solely for the purpose of performing its obligations under this SST Participation Agreement unless otherwise agreed in writing between the parties. The parties agree that all Disclosing Party Confidential Information shall be and remain the exclusive property of the Disclosing Party, and that the Receiving Party will take, or cause to be taken, all reasonable steps to safeguard Disclosing Party's Confidential Information against unauthorized disclosure, using procedures and standards no less comprehensive than those used to protect Receiving Party's own Confidential Information. Notwithstanding anything set forth herein to the contrary, no information shall be considered Confidential Information, which (i) is or becomes publicly known through no wrongful act of Receiving Party, (ii) is received by the Receiving Party from a third party without similar restriction and without breach of this SST Participation Agreement, (iii) is independently developed by Receiving Parry and Receiving Party can reasonably substantiate that the development occurred before disclosure, (iv) is required to be disclosed by law, or (iv) is approved for release by the written consent of the Disclosing Party. ITI acknowledges that Agency is a governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-201 et seq. 8. Consumer Credit Card Confidential Information. ITI shall comply with the Payment Card Industry ("PCI") Data Security Standard, as promulgated and amended by the PCI Security Standards Council, and other applicable payment card industry security requirements with respect to consumer credit card information that is accessed, received or maintained by ITI. If ITI is required to maintain certification pursuant to the PCI Data Security Standard, ITI shall maintain such certification throughout the term of this SST Participation Agreement. 9. Notices. All notices provided under this SST Participation Agreement shall be deemed to have been fully given when made in writing and deposited in the United States mail, certified, postage prepaid, or by an express delivery service (such as UPS), and addressed to such party at its address set forth below. The address to which notices may be given as aforesaid to either party may be changed by written notice given by one party to the other as hereinabove provided. Notice shall be sent to the following addresses: 2 9766295.2/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B090734FCC1 (a) If to ITI: Intellectual Technology, Inc. 1901 Camino Vida Roble, Suite 204 Carlsbad, CA 92008 Attn: Chief Financial Officer Tel: (760) 476-9100 Fax: (760) 476-9150 Email.jlow@iti4dmv.com (b) If to the Agency: Eagle County Clerk & Recorder Attention: Bob Monaghan 500 Broadway Post Office Box 537 Eagle, CO 81631 Telephone: 970-328-8728 Facsimile: 970-328-8716 E -Mail: bob.monaghan@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us 10. Service Marks and Trademarks. ITI shall not, without the Agency's prior written consent, use the name, service marks of the Agency or the service marks or trademarks used by the Agency. 11. Publici1y. All media releases, public announcements and public disclosures by either party relating to this SST Participation Agreement or the subject matter of this SST Participation Agreement, including promotional or marketing material or signs or posters posted on the SST or elsewhere, but not including announcements intended solely for internal distribution or disclosures to the extent required to meet legal or regulatory requirements beyond the reasonable control of the disclosing party, will be coordinated with and approved by the other party prior to release, which approval such party may withhold in its sole discretion. ITI will ensure that any approved publicity materials referring to the Agency remain current and accurate, and the Agency reserves the right to withdraw a previously granted approval and ITI will cease use of the Agency's name pending ITI's correction of any inaccurate materials. 12. Compliance with Law; Permits; Taxes. ITI shall comply with all applicable laws, rules and regulations with respect to the operation, maintenance and use of the SST. ITI will obtain, maintain in effect and pay the cost of all licenses or permits required for the operation, use and/or 9766295.2/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B090734FCC1 maintenance of the SST. ITI will pay all taxes and other payments required to be paid by ITI as a result of any SST transactions. 13. Entire Agreement; Amendment. This SST Participation Agreement, along with the Master Agreement, constitutes the entire agreement between the parties with respect to the subject matter contained in this SST Participation Agreement, and supersedes all prior agreements, whether written or oral, with respect to such subject matter except for the Master Agreement. No modification, waiver, or discharge hereof will be valid unless in writing and signed by an authorized representative of both parties. 14. Successors and Assigns. The terms of this SST Participation Agreement and the covenants and agreements herein contained shall apply to and bind and inure to the benefits of the permitted heirs, representatives, assigns and successors in interest of the parties hereto. 15. Severability. The invalidity of any provision of this SST Participation Agreement will not affect the validity and binding effect of any other provision and any invalid provision will be severed from this SST Participation Agreement and the remainder of the SST Participation Agreement will be enforced to the maximum extent permitted by applicable law and in keeping with the original intention of the parties. 16. Survival. The provision of this SST Participation Agreement which contemplates performance or observance subsequent to termination or expiration of this SST Participation Agreement will survive termination or expiration of this SST Participation Agreement and continue in full force and effect. 17. Waiver. The failure of a party to insist upon strict performance of any of the covenants or restrictions contained herein shall not be deemed a waiver of any rights or remedies that said party may have, and shall not be deemed a waiver of any subsequent breach or default in the performance of any of the covenants or obligations contained herein by the same or any other party. 18. Governing Law; Jurisdiction. This SST Participation Agreement and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Colorado, without giving effect to any principle of conflict -of -law that would require the application of the law of any other jurisdiction. Venue for any civil action relating to this Agreement shall be in Eagle County, Colorado. 19. Counterparts/Electronic Signatures. atueS. This SST Participation Agreement may be executed in counterparts and delivered by U.S. Mail or established overnight courier service, postage or delivery charge prepaid, each of which counterparts shall be deemed an original and all of which together shall constitute a single instrument, and shall be effective upon execution and delivery of one or more of such counterparts by each of the parties hereto. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. [Signature Page Follows.] 4 9766295.2/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO90734FCC1 IN WITNESS WHEREOF, this SST Participation Agreement has been executed by the parties hereto as of the date first written above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER Do/uSigned by: By: ,��-i( S�ra I2,80ounty Manager INTELLECTUAL TECHNOLOGY, INC. By: RDocuSigned by: aw mGUwu 3UB47C1 D123480... Name: Drew Nicholson Title: President/COO 5 9766295.2/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO90734FCC1 SCHEDULE A (Rev. 02/18) COLORADO SELF SERVICE TERMINAL PARTICIPATION AGREEMENT Self -Service Terminal (SST) Services: Primary service provided is Colorado motor vehicle registration renewals. In future, may add other routine Colorado Department of Motor Vehicle services, such as Driver License renewals. Payment Functionality: Self -Service Terminals to offer the following payment options: credit/debit cards, and checks. Transaction Service Fees: ITI to charge a service fee for each transaction. Service fee to be billed to customer. Transaction fee schedule below for motor vehicle registration renewals: o $3.00 for vehicle registration renewal performed at Agency office locations. o $3.95 for vehicle registration renewals performed at 3rd party retail locations that charge a fee for SST space. * Fee charged to be based on type of service performed. Other routine Colorado Department of Motor Vehicle services added in future shall have different transaction service fee based on type of service and requirements. Credit Card Processing Fees: • Credit card processing fees to be paid at 2.30% per total credit/debit transaction value. Credit card fee shall be charged at time of transaction. • Credit card rates subject to change based on changes in credit card processor rates. Agency to be notified in writing at least 60 days in advance of any credit card fee changes. • Agency must complete the Automatic Clearing House Authorization form provided by ITI in order to credit Agency's bank account(s). • Card processing costs can be either charged to customer or agency, check option below: X Charge Customer _Charge Agency. Check Processing Fees: • Check processing fee of $0.50 per check charged at time of transaction to customer. Reporting: ITI to provide each Agency with a web based reporting repository which provides real time access to detailed transactional reporting. 9766295.2/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B090734FCC1 Invoice In the event Agency pays the transaction service fee (detailed above), the fees will be invoiced monthly. ITI will provide Agency an invoice with the name and address as shown on this SST Participation Agreement along with the contact name and telephone number. Invoice to reference this SST Participation Agreement, time, the number of transactions processed, and the fee per transaction within that given period. Agency Invoice Contact information required: Itemized invoices must be paid by Agency within thirty (30) days of receipt when submitted to the address shown below. To ensure prompt payment, ITI shall submit all invoices to: Eagle County Clerk & Recorder Attention: Bob Monaghan 500 Broadway Post Office Box 537 Eagle, CO 81631 Telephone: 970-328-8728 Facsimile: 970-328-8716 E -Mail: bob.monaghan@eaglecounty.us 7 9766295.2/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A AGREEMENT FOR SERVICES Project Number or Name: RFP -16-53 THIS AGREEMENT FOR SERVICES (this "Agreement") is entered into as of the _N day of October 2016 by and between the Board of County Commissioners of the County of Arapahoe, State of Colorado (hereinafter referred to as the "County") and Intellectual Technology, Inc. (hereinafter referred to as the "Contractor'). WHEREAS, the County desires to engage the Contractor to provide, and the Contractor desires to provide to the County, the services described in Exhibit A. NOW, THEREFORE, the parties mutually agree as follows: 1. Scope of Services. The Contractor agrees to perform the services described in Section 1 of Exhibit A, which document is attached hereto and incorporated herein in its entirety. All services provided by Contractor under this Agreement shall be referred to herein as the "Services". 2. Time of Performance. The Services of the Contractor are to commence and be completed (or end) by the dates set forth in Section 2 of Exhibit A, unless this Agreement is sooner terminated pursuant to paragraph 4.A. below. All time limits are of the essence in this Agreement. 3. Fees. Tile Contractor will be compensated for Services rendered in accordance with Section 3 of Exhibit A. The Contractor is responsible for paying all applicable income, Federal Insurance Contributions Act (FICA), Federal Unemployment Tax Act, or other taxes owed on compensation paid under this Agreement. The Contractor shall submit requests for payment in a form acceptable to the County and in conformance with the County's policies. 4. General Terms and Conditions. A. Termination of Agreement. The County or the Contractor shall have the right to terminate this Agreement, with or without cause, by giving written notice to the other party of such termination and specifying the effective date thereof, which notice shall be given at least the number of days set forth in Section 4 of Exhibit A prior to the effective date of such termination. In such event, all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this Agreement shall become the property of the County. Unless expressly stated otherwise in the notice, Contractor shall provide no further Services in connection with this Agreement after receipt of a notice of termination, and the Contractor shall proceed to cancel all existing orders and contracts that are chargeable to the County under this Agreement. The Contractor shall be entitled to receive compensation in accordance with this Agreement for any satisfactory Services completed pursuant to the terms of this Agreement prior to the date of receipt of the notice of termination, or such other stop -work date as may be specified in the notice. Notwithstanding the above, the Contractor shall not be relieved of liability to the County for damages sustained by virtue of any breach of this Agreement by the Contractor. B. Changes. The County or Contractor may, from time to time, request changes in the scope of the Services or the compensation of the Contractor. Such changes that are mutually agreed upon between the County and Contractor shall be in writing, and upon execution shall become part of this Agreement. To be effective, all changes must be signed by the Contractor and by the Board of County Commissioners, or by a person authorized by resolution to sign on behalf of the Board. C. Assignability or Subcontracting. Any assignment or transfer of this Agreement is prohibited, unless written consent is obtained from the County. D. Audit. The County and any of its duly authorized representatives shall have reasonable access to any books, documents, papers and records of the Contractor which are pertinent to the Contractor's performance under this Agreement for the purpose of making an audit, examination, or excerpts. The Contractor shall provide any documentation necessary to prepare all reporting required of or by the County, and shall keep all books, documents, papers and records which are pertinent to the Contractor's performance for a minimum period of three years, or such longer time as may be set forth in any Special Conditions or addendums to this Agreement. 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B09073EXHIBIT A E. Equal Employment Opportunity. While performing this Agreement, the Contractor shall not discriminate against any employee, subcontractor, or applicant for employment because of disability, race, creed, color, sex, sexual orientation, religion, age, national origin, or ancestry. F. Ownership of Documents. All drawings, specifications, guidelines and other documents received by the Contractor from the County in connection with this Agreement shall be the property of the County. G_ Intellectual Property Rights. Except as expressly provided herein, nothing in this Agreement will be construed as to transfer any right, title, or interest in the intellectual property of one party to any other party. Any intellectual property created in the performance of this Agreement solely by the personnel of one party shall be or remain the sole and exclusive property of that party, regardless of whether it is completed or reduced to practice thereafter. All modifications, enhancements, alterations or derivative works thereof shall remain the sole property of the party who was the original author. H. Governing Law/Forum/Interpretation. This Agreement has been executed by the parties hereto on the day and year first above written and shall be governed by the laws of the State of Colorado. Venue for any civil action relating to this Agreement shall be in Arapahoe County. Both parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. I. Compliance with Laws/Licenses and Permits. The Contractor shall comply with all applicable federal, state and local laws, ordinances, regulations, and resolutions. The Contractor shall be responsible for obtaining all licenses and permits necessary to perform the scope of Services, at the Contractor's expense, unless specifically stated otherwise in this Agreement. No—Waiver of Rights. The County's approval or acceptance of, or payment for, Services shall not be construed to operate as a waiver of any rights or benefits to be provided under this -Agreement. No covenant or term of this Agreement shall be deemed to be waived by the County except in writing signed by the Board of County Commissioners or person authorized to sign by resolution of the Board, and any waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver, unless specifically so stated. K. Non -appropriation. Pursuant to C.R.S. § 29-1-110, as amended, the financial obligations of the County as set forth herein after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise available. This Agreement is automatically terminated on January 1 st of the first fiscal year for which funds are not appropriated. The County shall give the Contractor written notice of such non -appropriation. L. Conflict of Interest/Ethics. The Contractor shall refrain from providing Services to other persons, firms or entities that would create a conflict of interest for Contractor with regard to providing Services pursuant to this Agreement. The Contractor shall not offer or provide anything of benefit to any County official or employee that would place the official or employee in a position of violating the public trust in violation of Colorado Constitution Article XXIX, C.R.S. § 24-18-109, as amended, or the County's Ethical Principles and Guidelines. M. Remedies. In addition to any other remedies provided for in this Agreement, and without limiting its remedies available at law, the County may exercise the following remedial actions if the Contractor substantially fails to perform the Service under this Agreement. Substantial failure to perform the Services hereunder shall mean substantially and materially insufficient, incorrect or improper performance of the Services identified in Exhibit A by the Contractor. These remedial actions are as follows: (1) Suspend Contractor's performance pending necessary corrective action as specified by the County without the Contractor's entitlement to an increase in price/cost or a time extension; and/or (2) Withhold payment to the Contractor until the necessary Services or corrections in performance are satisfactorily completed; and/or A-2 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A (3) Deny payment for those Services which have not been satisfactorily performed, or which, due to circumstances caused by the Contractor, cannot be performed, or if performed would be of no value to the County. The foregoing remedial actions are cumulative and the County, it its sole discretion, may exercise any or all of them individually or simultaneously. The County shall provide written notice to Contractor of its exercise of any of the foregoing remedial actions. N. Force Majeure. Neither the Contractor nor the County shall be liable for any delay in, or failure of performance of, any covenant or promise contained in this Agreement, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to extent that, such delay or failure is caused by "force majeure." As used in this Agreement, "force majeure" means acts of God, acts of the public enemy, unusually severe weather, fires, floods, epidemics, quarantines, strikes, labor disputes and freight embargoes, to the extent such events were not the result of, or were not aggravated by, the acts or omissions of the non-performing or delayed party. 0. Third -Party Beneficiaries. It is expressly understood and agreed that the enforcement of this Agreement and all rights of action relating thereto shall be strictly reserved to the County and the named Contractor. Nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other third person. P. Survival of Terms and Conditions. Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of the Agreement that anticipate continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such termination date and shall be enforceable in the event of a failure to perform or comply. Q. Illegal Aliens. As required by C.R.S. § 8-17.5-102, the Contractor certifies and agrees as follows: (1) The Contractor shall not knowingly employ or contract with an illegal alien (a non -legal resident of the United States) to perform work under this Agreement. (2) The Contractor shall not enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. (3) The Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement through participation in either the employment verification ("e -verify") program administered by the United States Department of Homeland Security and the Social Security Administration, or the employment verification program operated by the Colorado Department of Labor and Employment ("Department'). (4) The Contractor shall not use the e -verify or Department programs to undertake pre-employment screening of job applicants while this Agreement is being performed. (5) If the Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, then the Contractor shall: (a) notify the subcontractor and the County within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (b) terminate the subcontract with the subcontractor if within three days of receiving the notice the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall not terminate the subcontract if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (6) The Contractor shall comply with any reasonable request by the Department made in the course of an investigation that the Department is undertaking pursuant to the authority established by C.R.S. § 8-17.5-101(5). (7) If the Contractor violates any of the provisions of this section 4.Q. the County may immediately terminate this Agreement effective upon the receipt by Contractor of written notice of termination from the County, and the Contractor shall be liable for actual and consequential damages to the County. (8) Compliance with this subsection Q is not required if the Contractor is a governmental entity. A-3 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A R. Abilities, Qualifications, Experience, and Best Efforts. Notwithstanding anything to the contrary contained in this Agreement, the County and Contractor agree and acknowledge that the County enters into this Agreement relying on the special and unique abilities of Contractor to perform the Services and accomplish the tasks described. Contractor accepts the relationship of trust and confidence established between Contractor and the County by this Agreement. Contractor covenants with the County to use its best efforts. Contractor shall further the interests of the County according to the County's requirements and procedures, and according to the highest standards and quality prevailing among those who perform work of a similar nature. S. Accuracy of Work. The Contractor represents, covenants and agrees that its work performed hereunder, including but not limited to the Services identified in Exhibit A, will be accurate and free from any material errors. 5. Insurance. In part to assure the County that the Contractor is always capable of fulfilling the specified indemnification obligations, the Contractor must purchase and maintain insurance of the kind and in the minimum amounts specified below, unless indicated otherwise in Section 7 of Exhibit A. A. The Contractor agrees to procure and maintain, at its own expense, for all Services covered by this Agreement, the following policies of insurance: (1) Workers' Compensation Insurance: The Contractor will maintain workers' compensation insurance covering the contractor for the performance of all Services under this Agreement in accordance with applicable state laws, and employer's liability insurance. Coverage shall include a waiver of subrogation in favor of Arapahoe County Minimum Limits: ■ Workers' Compensation statutory limits ■ Employer's Liability: • $1,000,000 bodily injury for each accident ■ $1,000,000 each employee for disease ■ $1,000,000 disease aggregate The requirements of this provision shall apply to the Contractor and to all subcontractors. (2) Commercial General Liability: The Contractor will maintain commercial general liability insurance covering all operations by or on behalf of the Contractor on an occurrence basis against claims for bodily injury, property damage (including loss of use) and personal injury. Such insurance will have these minimum limits and coverages: Minimum Limits: ■ $1,000,000 each occurrence ■ $2,000,000 general aggregate with dedicated limits per project site ■ $2,000,000 products and completed operations aggregate Coverages: ■ Products and completed operations coverage maintained for at least 2 years after completion of the project for construction contractors ■ Contractual Liability ■ Independent Contractors ■ Defense in addition to the limits of liability • Severability of Interests Provision ■ Additional Insured Endorsement issued to Arapahoe County, Colorado its officers, its agents, and its employees acting in the scope of their employment A-4 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B09073EXHIBIT A The requirements of this provision shall apply to the Contractor and to all subcontractors. (3) Automobile Liability: The Contractor will maintain business auto liability coverage covering liability arising out of any auto (including owned, hired and non -owned autos) used in connection Minimum Limits: Minimum Limit: ■ $1,000,000 Combined Single Limit Each Accident Coverages: ■ MCS 90 for vehicles carrying hazardous materials • Additional Insured Endorsement issued to Arapahoe County, Colorado its officers, its agents, and its employees acting in the scope of their employment The requirements of this provision shall apply to the Contractor and to all subcontractors. (4) If indicated in Section 5 of Exhibit A, Errors and Omissions or Professional Liability Insurance with a minimum coverage amount as specified in Section 5 of Exhibit A, and for two years beyond the completion of all Services under this Agreement. (5) if indicated in Section 6 of Exhibit A, Cyber Liability Insurance with a minimum coverage amount as specified in Section 6 of Exhibit A. B. The above mentioned coverages shall be procured and maintained with insurers with an A- or better rating, as determined by Best's Key Rating Guide. All coverages shall be continuously maintained during the term of this Agreement or as noted above to cover allliability, claims, demands, and other obligations assumed by the Contractor. C. Additional Insured status required above shall be primary and non-contributory with any insurance or self-insurance carried by the County. The Contractor shall be solely responsible for any deductible losses under any policy required above. D. The policies shall provide that the County will receive notice no less than 30 days prior to cancellation, termination or non -renewal of the policies. E. The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to this Agreement by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations or types. F. Failure on the part of the Contractor to procure or maintain policies providing the required coverages, conditions and minimum limits shall constitute a material breach of contract upon which the County may immediately terminate this Agreement. G. The County reserves the right to request and receive a certified copy of any insurance policy and any applicable endorsement thereto. 6. Insurance Certificates. A. The Contractor shall, prior to commencing Services, deliver to the County Certificates of Insurance as evidence that policies providing any and all required coverages and limits are in full force and effect. B. These certificates will serve as an indication to the County that the Contractor has acquired all necessary insurance; however, the County may require that certified copies of the insurance policies be submitted and may withhold payment for Services until the applicable insurance policies are received and found to be in accordance with the Agreement. A-5 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A C. Insurance limits must be indicated on each Certificate of Insurance. Each Certificate of Insurance shall be reviewed and approved by the County prior to commencement of Services under the Agreement. The certificates shall identify this Agreement and shall state the project number where applicable. Indemnification. A. Contractor's Indemnification Obligations. The Contractor shall indemnify and hold harmless the County and its elected and appointed officials, officers, employees, and agents from and against any and all losses, damages, liabilities, claims, suits, actions, or awards, including costs, expenses and attorney's fees, incurred or occasioned as a result of the acts or omissions of the Contractor, or its principals, employees, agents, or subcontractors arising out of or in any way connected with the performance of Services under this Agreement; provided, however, that under no circumstances shall Contractor's total liability under this Agreement exceed the aggregate amount of all transaction fees paid to Contractor under this Agreement in accordance with Section 3 hereof. The Contractor's obligation to indemnify pursuant to this paragraph, and to provide any extended insurance coverage where applicable, shall survive the completion of the Services, and shall survive the termination of this Agreement. B. County's Indemnification Obli_ations. To the extent permitted by Colorado law, the County shall indemnify and hold harmless the Contractor and its officers, employees, and agents from and against any and all losses, damages, liabilities, claims, suits, actions, or awards, including costs, expenses and attorney's fees, incurred or occasioned as a result of the acts or omissions of the County, or its elected and appointed officials, officers, employees, and agents arising out of or in any way connected with the performance of Services under this Agreement; provided, however, that under no circumstances shall County's total liability under this Agreement exceed the aggregate amount of all transaction fees paid to Contractor under this Agreement in accordance with Section 3 hereof. The County's obligation to indemnify pursuant to this paragraph shall survive the completion of the Services, and shall survive the termination of this Agreement. 8. —Independent Contractor. —The Contractor is an independent contractor. AN INDEPENDENT CONTRACTOR IS NOT ENTITLED TO WORKER'S COMPENSATION BENEFITS AND IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONIES EARNED PURSUANT TO THE CONTRACT RELATIONSHIP. Notwithstanding any provision appearing in this Agreement, all personnel assigned by the Contractor to perform work under the terms of this Agreement shall be and remain at all times employees of the Contractor or employees of their respective employers for all purposes. 9. Notices. Notices to be provided under this Agreement shall be given in writing and either delivered by hand or deposited in the United States mail with sufficient postage to the addresses set forth in Section 6 of Exhibit A. 10. Extent of Agreement. This Agreement represents the entire and integrated agreement between the County and the Contractor and supersedes all prior negotiations, representations or agreements, either written or oral. Any amendments to this must be in writing and be signed by both the County and the Contractor. If any portion of this Agreement is found by a court of competent jurisdiction to be void and/or unenforceable, it is the intent of the parties that the remaining portions of this Agreement shall be of full force and effect. [Signature Page Follows] (SA Form, 4/15116) A-6 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO90734EXHIBIT A IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed as of the date first set forth above. CONTRACTOR: ellec al Technology, Inc. By: (si ` l I I L,mw (printed` name) / Title: CA "ef- 1"i(i7"4Ciw[ Signed this day of OC4-0 be , 2-01 to State of County of Allen ) Subscribed and sworn to before me this '24)day of 2-01 (o by . P0' - Lw—Gv—. My commission expires Ju n c Z0,2 -P21 Notary Public RIAN LEA GORNUN Notary Public • Seal Stals of Indiana My Commission ExPiras Jun 20, 2021 SEAL Date: to " I ( �' 8179759.4/46987-00001 ARAPAHOE COUNTY By: _ C ir, and of o ty Commissioners (Or representative authorized by resolution) DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A EXHIBIT A to Agreement between the County and Intellectual Technology, Inc. Project Number or Name: RFP -16-53. 1. Scope of Services. The Contractor hereby agrees to and accepts responsibility to perform the following services: To develop, install, operate, and maintain a network of motor vehicle self-service kiosks for Arapahoe County in compliance with the terms of this Agreement and RFP 16-53. 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 in order to participate in the kiosk pilot program authorized by Colorado Senate Bill 16-138. The pilot program encompasses the 16 counties identified in RFP 16-53 and the intent 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 agrees to extend this Agreement, including the pricing, terms and conditions, to any Colorado political subdivision. Each governmental unit which avails itself of this Agreement will establish its own contract, place its own orders, issues its own purchase orders, be invoiced there from and make its own payments and issue its own exemption certifications. It is understood and agreed that Arapahoe County is not a legally binding party to any contractual agreement made between any other governmental unit and the Contractor as a result of entering into this Agreement. The Contractor shall recognize and follow Arapahoe County vision for the kiosk program. The County intends to first install kiosks at each county motor vehicle location (also referred to as a designated locations), as well as one partnership location, which is identified as a location not on county premises. The County intends to eventually expand placement of the kiosk to other partnership locations, such as centers of business and large retail centers. The expansion schedule for the kiosk partnership locations will be determined by the County, and the parties will cooperate to determine the best kiosk locations. The County will install a Big Kahuna model kiosk at each county motor vehicle location, and a Surfboard model kiosk at one partnership location. The County intends to eventually expand the number and placement of kiosks, to include installing kiosks at other third party partnership locations and installing a 24/7 access Hoku model kiosk at each county motor vehicle office. A description of the kiosk models is found on page A-2 below. 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. 2. Time of Performance. The services of the Contractor shall commence (choose one): ® As of the date of this Agreement. ❑ As specified in a Notice to Proceed to be provided by the County. ❑ As of the following date: The services of the Contractor shall be completed, or shall end, by 3 years from date of commencement. 3. Compensation. The County agrees to compensate the Contractor for the performance of services detailed in Section 1 above, Scope of Services, as follows (choose one): ❑ Lump sum due upon completion: ❑ Hourly rate of (to be billed monthly). A-1 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A ® Other: The pilot project is customer funded through a $3.00 per transaction fee per each printed vehicle registration renewal to be charged to customers of the motor vehicle self-service kiosks. A transaction is defined as issuance of a vehicle registration certificate and decal(s) for one vehicle. The County reserves the right to request that Contractor add other transaction capabilities and enhancements in the future on terms reasonably satisfactory to both parties. The pilot project is customer funded and the County has no monetary obligations to the Contractor. 4. Notices of Termination. Notices of termination shall be given at least thirty (30) days before the effective date of termination. 5. Professional Liability Insurance. Errors and Omissions or Professional Liability Insurance is required ❑ (check box only if it is required). The required minimum amount of coverage is $0 (indicate amount only if it is required). Addresses for Notices. The addresses for Notices are as follows: To the County: Arapahoe County Attorney 5334 South Prince Street Littleton, Colorado 80120-1136 and (send to both) Arapahoe County Clerk & Recorder Motor Vehicle Division 5334 South Prince Street Littleton, Colorado 80120-1136 To the Contractor: Intellectual Technology, Inc. 1901 Camino Vida Roble, Suite 204 Carlsbad, CA 92008 Attention: John Low, Chief Financial Officer 7. Special Conditions. ❑ No special conditions ® Special Conditions are as follows: A. DEPLOYMENT SCHEDULE 1. Following the County's approval of the kiosk design and color scheme(s), the Contractor shall develop and provide two (2) fully functional kiosk prototypes that are ready to proceed to Alpha Testing by December 12, 2016. One kiosk prototype is to be the Big Kahuna model and the other kiosk prototype is to be the Surfboard model. 2. With the exception of the two test kiosks, all proposed initial set of kiosks and supporting components shall be delivered, installed, tested, and verified by February 1, 2017. The parties anticipate that the initial set of self- service kiosks will have completed the System Development Period and be fully operational and in production by February 1, 2017. B. TECHNICAL REQUIREMENTS 1. The Contractor will make available the following three types of kiosks for installation: a. Big Kahuna model Processes cash, credit card, and check transactions. Has ability to produce up to two different expiration year decals. b. Surfboard model Processes credit card and check transactions (no cash). Produces only one expiration year decal. c. Hoku model Processes cash, credit card, and check transactions. Has ability to produce up to four different expiration year decals. This model can also perform facial recognition and document scanning. A-2 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B09073EXHIBIT A 2. All kiosks will be in full compliance with the OIT (Colorado Governor's Office of Information Technology) Technology Standards — Kiosk Equipment (Appendix A). 3. The kiosk solution includes all hardware and software required to provide unattended processing of transaction and payment services. 4. All daily operations of the self-service kiosk will be the responsibility of the Contractor, including, but not limited to, maintaining an interface between the kiosks and existing Colorado Motor Vehicle applications which allow County residents to renew and print registration documents, allowing for the kiosks to accept multiple forms of payment (cash, check, and credit card), and providing maintenance for the kiosks, including all hardware and software. 5. The Contractor shall be responsible to ensure all necessary integration of the kiosk application with the State of Colorado motor vehicle application and Colorado Interactive for credit card services. 6. The kiosks will interact with the State of Colorado motor vehicle application/file. 7. The Contractor shall ensure the kiosks are programmed to electronically notify the Contractor's technical support any time there is an equipment malfunction, interface disruption, or maintenance issue. Contractor shall provide all support services, repairs and maintenance to all equipment, including the cleaning of the screens, shelves, fascia, etc. 8. Contractor will have limited access to the building after normal business hours. The access procedure for entering the building after hours will be provided to the Contractor. 9. Contractor must provide a corporate bond to cover Contractor's employees entering the building after normal business hours. The bond must be in the amount of $25,000 for each employee. 10. Contractor shall provide and install kiosks at designated and select partnership locations. Contractor is responsible for all costs associated with obtaining and maintaining data and power lines. The partnership location kiosks -may accept or dispense cash, if agreed by the County and Contractor. 11. The Contractor shall provide all electrical equipment to operate on kiosks to be approved for electrical safety by Underwriter's Laboratory or equivalently listed, and be certified by a Nationally Recognized Testing Laboratory to be compliant with FCC regulations. 12. All kiosks must be compliant with the Americans with Disability Act (ADA) standards for accessible design 2010 requirements and allow the customer to process their transaction without assistance. The placement of the kiosks at all locations must be ADA compliant and allow for required clearance and accessibility. 13. The Contractor shall ensure that the system architecture is scalable and designed to easily and inexpensively accommodate changes (future transactions/products/upgrades/features) resulting from County and State of Colorado business rules, workflows, legislation, and new motor vehicle system implementation, at no additional costs to the County. 14. Escrow — A third party shall possess the source code, graphics, resources, tools used, design specifications, etc. for the development of the kiosk application in an escrow account, to be used by the County in the event Contractor is unable to meet the contract requirements. C. HARDWARE REQUIREMENTS The Contractor shall provide a kiosk designed to be of a stand-alone style for inside locations. 2. The Contractor shall provide kiosks that are self-contained and fully integrated units with housing that is secure and reinforced to deter tampering. The Contractor shall provide kiosks that do not have items that can be easily grasped or crevices that are subject to dropped or spilled material that will render the kiosk inoperative. 3. The Contractor shall ensure that the kiosks are modular and capable of expansion. 4. The Contractor shall provide a signage area on the front of the machine to display appropriate County related information and graphics. The County must approve all artwork and proposed signage and housing prior to implementation. All signage for the kiosks must be in both English & Spanish, based on individual county A-3 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B09073EXHIBIT A requirements. The Contractor shall not bear company names or logos except for that of the County Clerk and Recorder's Office and authorized credit card companies, unless otherwise agreed upon by the County. 5. The Contractor must coordinate with the DOR and Colorado Correctional Industries (CCI) regarding the purchase of all paper and decal materials. 6. The Contractor shall provide each kiosk with the ability to be anchored to the floor and/or wall. The Contractor shall ensure that each kiosk can be easily unsecured from the floor or wall by authorized personnel. 7. The Contractor must ensure that battery -backed alarms with detectors on all openings are implemented where entry might be forced. 8. The Contractor shall ensure that the internal components of the kiosks are mounted to allow for ease of service with access to all cables, connectors and consumable items. 9. The Contractor must provide kiosks with tamper proof power and data connections. 10. The Contractor shall provide each kiosk with heavy-duty locking mechanisms, hinges, and door mechanisms to resist vandalism and theft attempts. 11. The Contractor shall provide kiosks with enclosures that control ambient and reflective light and allow the screens to be easily seen by the customer without visual deterioration from indoor or outdoor lighting, while being resistant to marks and scuffs. The Contractor shall also provide kiosks that can be easily cleaned. 12. The Contractor shall provide kiosks that withstand heavy and continuous use in an unattended environment. 13. The Contractor shall provide kiosks with adequate ventilation and cooling for the machine's components. 14. For any kiosks requiring cash availability, the Contractor shall provide the kiosks with secure access to the cash _____box,_separate_from_access to other internal components or other kiosk machines. The test kiosks will be equipped with keys separate from those of production kiosks. 15. The Contractor shall include a small ledge in the kiosk's design for customer ergonomics. The ledge may or may not be part of the enclosure. The Contractor shall ensure that the ledge is positioned below openings, crevices or equipment that may become damaged or cause damage because of drinks spilling, etc. 16. The Contractor shall include in each kiosk a maintenance keyboard residing within the housing that is inaccessible to the general public, but accessible to maintenance employees and service personnel. 17. The Contractor shall make sure that each kiosk has sufficient capacity to support all applications and software products (to include graphics, digitized photographs, informational screens, and other application requirements, etc.) proposed. In addition, the Contractor shall provide memory and hard disk space that will support future software upgrades, enhancements, and additional kiosk applications. 18. The Contractor must provide a solution or system that has the capacity to store usage statistics, but not sensitive or confidential customer data, for at least one hundred and eighty (180) days. The Contractor's data storage must be PCI compliant. 19. Display a. The Contractor shall provide each kiosk with high resolution color touch screen video display monitors with a privacy filter which are capable of displaying high resolution digitized photographs, graphics, and video and meet OIT Technical Standards (Appendix A). b. The Contractor shall ensure that the display monitors are flat to eliminate parallax distortion. The Contractor shall provide monitors that have been treated in order to minimize reflections and glare. c. The Contractor shall provide monitors that are touch screen and a minimum of seventeen (17) inches in size across the diagonal, having an associated graphics control board with video drivers. d. The Contractor must utilize a display screen that shall be highly durable and not be vulnerable to surface damage. The Contractor shall provide a display screen with a scratch resistant surface that will sustain heavy usage in a public environment. A-4 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A e. The Contractor will provide general and preventative maintenance of the display monitor. f. The Contractor shall ensure that the touch screen monitor is not of the "'overlay" or "membrane" type. The Contractor's proposed kiosk monitor is a capacitive touchscreen. g. The Contractor shall ensure that the touch screen monitor has a privacy filter that reduces the ability to read the screen when viewed from the side to protect the privacy of information accessed and payments collected. 20. Power Supply and Accessories a. In each kiosk, the Contractor shall provide one (1) Uninterrupted Power Supply (UPS) backup that is line interactive, have LED indicators and an audible alarm to provide visual and audible indicators of the unit's operation, and provide a minimum of fifteen (15) minutes continuous power backup. In the event of a complete power failure to the kiosk longer than fifteen minutes, the Contractor shall provide the kiosks with the ability to return to the application upon restoration of power without the intervention of personnel or a system administrator. b. The Contractor shall provide a power supply that has a master switch that controls all equipment and is easily accessible to authorized personnel only. c. The Contractor shall ensure that each kiosk has adequate surge protection for the proposed hardware and future enhancements and additions. d. The Contractor shall supply any power source(s) needed (i.e., batteries) including spares as applicable. 21. Barcode Scanner a. The Contractor shall make sure that each scanner reliably and rapidly scans and interprets 1 -Dimensional and 2 -Dimensional and linear barcodes printed on County documents, including but -not -limited -to: vehicle registration renewals, vehicle registration reinstatements, and identification cards. The County utilizes AAMVA Bar Code Data Encoding Requirements. 22. Printers a. The Contractor shall provide each kiosk with a reliable receipt printer designed for high volume retail applications for printing payment receipts, interim documents, insurance verification messages, driver history records, etc. which meet OIT Technical Standards (Appendix A). b. The Contractor must coordinate with the DOR and Colorado Correctional Industries (CCI) regarding the purchase of all paper and decal materials. D. PAYMENT OPTIONS 1. The kiosks shall feature credit/debit card readers. The reader shall not store the credit/debit card information at any point. The devices and payment application must meet all current and future Payment Card Industry (PCI) and Data Security Standard 3.1 (DSS) requirements. The Contractor will not be responsible for credit/debit card merchant fees. 2. The Contractor shall provide a credit/debit card reader that has the ability to read cards that conform to common International Standards (ISO) and ANSI standards. The Contractor shall also provide credit card readers that have proven reliability and that are capable of reading the magnetic stripes on all major credit and debit cards By end of year 2017 or as federal law dictates, the Contractor shall provide credit card readers that are capable of reading the chip on all major credit and debit cards. No credit card information is to be displayed at any time and no manual entry is to be permitted. 3. The Contractor shall provide all general and preventive maintenance for the card readers as part of the kiosk program. 4. The pilot kiosks shall feature an e -check reader for processing checks. 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 A-5 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A 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. During the pilot phase, e -Checks will be monitored to determine if check payment option should be part of the final roll out kiosk design. 5. The scanned checks must be returned to the customer unmarked/unaltered and not be stored, collected, printed upon, or "voided." 6. Customers who select the e -check payment option must be provided a County approved dialog box explaining the terms and conditions for using this payment option, including, but not limited to, notification similar to the following: "When you provide a check as payment, you authorize us to use information from your check to make a one-time electronic fund transfer from your checking or savings account." 7. E -check transactions are one-time transactions. Customers will not be able to establish an account for ongoing, future payments or multiple transactions, and the kiosk application will not store any customer or payment information for future payments. Contractor will not be responsible for e -check transaction fees. 8. The Contractor shall provide a valid and active credit card, debit card, and checking account for payment certification testing purposes. The payments charged to the accounts will be reversed back to the card or account. At kiosks designated by the County to accept and dispense cash, the Contractor shall provide cash for testing purposes. 9. Cash Payment Accepters and Dispensers — Select kiosks a. At kiosks designated by the County to accept and dispense cash, the Contractor shall provide cash bill acceptors and dispensers, or cash bill recyclers, capable of high volume retail applications. Contractor shall ensure/validate the cash is not counterfeit and currency bills are legal U. S. tender only. The kiosks shall physically reject counterfeit/foreign currency when detected by the cash acceptor and provide a suitable message that "Cash submitted is not acceptable currency" when counterfeit/foreign currency is detected by the cash acceptor. b. The Contractor shall provide each designated kiosk with the capability of accepting, validating, sorting, and stacking US currency bills in the denominations of $1, $5, $10, $20, $50, and $100. c. The Contractor shall implement an electronic readout that displays the amount of cash accepted or dispensed. The kiosk must not accept additional currency once deposits meet the total amount due. d. The Contractor shall provide a bill dispenser or recycler that is capable of dispensing US currency bills in the denominations of $1, $5, and $20. e. The Contractor shall equip designated kiosks with a coin change dispenser that is capable of dispensing change. f. For the kiosks that are designated to accept cash, the Contractor shall incorporate a notification system that is capable of alerting County personnel when the currency dispenser or recycler is low on US currency bills or coins. g. The Contractor shall provide the kiosks with the capability to automatically disable the cash functionality if the dispensers are either improperly secured or are unable to provide sufficient monies. If disabled, the e -check and credit/debit payment options shall remain available unless they are also malfunctioning. h. The Contractor shall provide functionality to remove funds from the kiosk totals (refunds). Refund ability will only be available to County Supervisory staff and will be profile/password controlled. 10. Only one method of payment may be accepted for any transaction (cannot combine cash/e-check, or credit/cash, etc.). Contractor shall provide validation methods for cash received to ensure proper payment for the proper amount. E. DELIVERY, INSTALLATION, AND MOVEMENT. 1. The Contractor has full responsibility for installing and deploying kiosks to locations mutually agreed upon between the County and the Contractor. A-6 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B09073EXHIBIT A 2. Delivery Date: Unless otherwise agreed to by the County in writing, the Contractor shall deliver the kiosks in accordance with the following delivery dates: a. Following the County's approval of the kiosk design and color scheme(s), the Contractor shall develop and provide two (2) fully functional kiosk prototypes that are ready to proceed to Alpha Testing by December 12, 2016. One kiosk prototype is to be the Big Kahuna model and the other kiosk prototype is to be the Surfboard model. b. With the exception of the two test kiosks, all proposed initial set of kiosks and supporting components shall be delivered, installed, tested, and verified by February 1, 2017. The parties anticipate that all proposed initial kiosks for Arapahoe County will have completed the System Development Period and be fully operational and in production on February 1, 2017. Installation Responsibility: Except where otherwise expressly provided, "delivery" includes and shall not be complete until the Contractor completes installation of all the new products. Installation includes, without limitation, shipping to destination, all unpacking, positioning and connection of such products with internal utility services, in such a manner to render them ready for acceptance testing. All equipment installations shall comply with building and facilities standards established by the County. During installation the Contractor must remove all crating and other debris from the premises. Site Preparations and Modifications: The Contractor shall be responsible for coordinating with the County for all site modifications required to install the kiosk systems, including all peripherals and options. This shall include, for example, cabling of the office, any electrical work required at the facilities, any relocation of electrical service, relocation of furniture, relocation of existing cabling, etc. Any delay or additional site preparation expense caused in whole or in part by erroneous or incomplete environmental specifications shall be the Contractor's liability. Any delay or additional site preparation expense caused in whole or in part by erroneous or incomplete drawings and blueprints provided by County shall be the County's responsibility. 5. Work Site Damages: Any damage from work performed by the Contractor or subcontractor shall be repaired to original condition and to the County's satisfaction at the Contractor's expense. 6. Contractor Property Damage: The Contractor shall be entirely responsible for any loss or damage to its own materials, supplies, and equipment, and to the personal property of its employees while they are maintained on the work site. 7. Relocation of Kiosks: Upon agreement by the parties that a kiosk should be relocated to another third party partnership location, the Contractor shall relocate the equipment. All costs and expenses associated with such relocation shall be split equally between the County and the Contractor. 8. Except for the cost and expense associated with relocating, or pulling wires to make data or electricity available to the kiosk, which shall be the sole responsibility of the County, shipment to the new installation site shall be at the Contractor's expense by any appropriate mode of transportation selected by the Contractor. The Contractor shall supervise packing, unpacking, and the relocation of equipment. F. SYSTEM DEVELOPMENT PERIOD 1. System Development Period a. The System Development Period will consist of the following stages: i. Alpha Test Period: Full system integration testing, prior to production implementation, at a County designated test site. ii. Beta Test Period: Kiosk system deployed and monitored in a production environment. iii. Acceptance Period: Acceptance is when all kiosk systems are fully operational. b. The System Development Period shall commence upon receipt of written notice and documentation from the Contractor that a successful system audit and test was performed at the site demonstrating that the system meets the design/performance capabilities set forth in this Agreement. A-7 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B09073EXHIBIT A c. Upon request, the County will provide written confirmation of its acceptance following the successful completion of each stage of the System Development Period. Such acceptance shall not be conclusive of complete conformance in all respects to the contract specifications and other requirements, or the nonexistence of potential latent defects. d. If the Contractor fails to meet any of the above requirements, County may require a replacement to be provided and/or may avail itself of the remedies for default and/or breach. If a replacement is requested by the County, such a replacement shall be with new, unused equipment of comparable quality and shall be installed no later than thirty (30) calendar days following the request for replacement, at no additional cost to the County. e. The County will maintain appropriate records documenting performance during the Acceptance Period and such records shall be conclusive for purposes of determining acceptance. 2. Alpha Test Period a. The Contractor shall deliver the first system configurations (prototypes) to County determined locations by December 12, 2016 to begin the Alpha Test Period. The Alpha Test Period will be a full system integration testing period where the Contractor shall operate the system and successfully demonstrate all requirements of the Agreement. b. The Contractor shall develop and provide two (2) fully functional kiosk prototypes for demonstration and testing purposes. One kiosk prototype is to be the larger model that will accept all payment types including cash, and the other kiosk prototype is to be the smaller model that will accept all payment types except cash. c. The devices shall be attached to communication lines in a manner identical to that of the production kiosks. d. Testing will include the following: i. Perform successfully in accordance with all the mandatory requirements specified in this Agreement. ii. Perform successfully in accordance with all the manufacturer's and Contractor's technical and user specifications. iii. Demonstrate ability to provide adequate service and maintenance. iv. Demonstrate ease of operation. v. Demonstrate effective and efficient operation of the entire system. vi. Interface with existing CSTARS application. vii. Demonstrate system security, including software and hardware security features. viii. Demonstrate state -of -health transmission to and from the kiosk locations. ix. Present the training and education support plan. x. Produce a variety of useful statistical reports. e. If any kiosk does not meet the standard of performance during the test period, the Alpha Test Period may continue, at County's sole discretion, on a day-to-day basis until all kiosks concurrently meet the standard of performance. Contractor will be responsible for addressing and correcting any deficiencies detected during the County's testing. 3. Beta Test Period a. Once the Alpha Test Period is declared successful by the County, subsequent kiosk system installations will be scheduled as determined by the County in preparation for the Beta Test Period. The County will conduct an operational site systems test and review at each of the sites after the equipment is installed and certified ready for production and implementation. b. After all kiosks are declared fully operational by the Contractor, the Beta Test Period will begin. The Beta Test Period will be a production testing period where the Contractor shall operate the system and successfully demonstrate all requirements of the RFP. A-8 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A c. Testing will include the following: i. Perform successfully in accordance with all the mandatory requirements specified in this Agreement. ii. Perform successfully in accordance with all the manufacturer's and Contractor's technical and user specifications. iii. Demonstrate the ability to provide adequate service and maintenance. iv. Demonstrate ease of operation. v. Demonstrate effective and efficient operation of the entire system. vi. Interface with existing CSTARS application. vii. Demonstrate system security, including software and hardware security features. viii. Demonstrate state -of -health transmission to and from the locations. ix. Training and education support. x. Produce a variety of useful statistical reports. d. If any kiosk does not meet the standard of performance during testing, the Beta Test Period may continue, at County's sole discretion, on a day-to-day basis until all kiosks concurrently meet the standard of performance. 4. Acceptance Period a. Once the Beta Test Period is declared successful by the County, system installations at the remaining sites will be scheduled as determined by the County. The Contractor and County will conduct an operational site systems test and review at each site after the equipment is installed and certified ready for production and implementation. b. Once the remaining sites are declared fully operational, the Contractor shall certify in writing that the full kiosk system is ready for acceptance. The County will have an acceptance period of up to thirty (30) days to verify that all requirements set forth in this Agreement have been satisfied. c. During Acceptance: L Each hardware product shall conform to all specifications published or provided by the Contractor or manufacturer and required by this Agreement, including but not limited to, physical characteristics, operating characteristics, space requirements, power requirements, performance requirements and maintenance. ii. Each software product shall conform to all specifications published or provided by the Contractor or developer in all respects, including, but not limited to, operating performance, timing characteristics, sizing and compatibility. d. Acceptance shall not occur until all kiosks function as an integrated system and can successfully perform all the mandatory requirements identified in this Agreement. e. Upon completion of a deliverable, the Contractor shall document each deliverable in final form to the Project Management Team for acceptance. L The Project Management Team shall comprise of a County representative, a Colorado Department of Revenue (DOR) representative, and an OIT representative. f. Upon receipt of a final deliverable, the Project Management Team shall commence a review of the deliverable as required to validate the completeness and quality in meeting requirements. g. When presented for acceptance, a written deliverable defined as a final document must satisfy the scope and requirements of this Agreement for that deliverable. Final written deliverables shall not contain structural errors such as poor grammar, misspellings or incorrect punctuation, and must: i. Be presented in a format appropriate for the subject matter and depth of discussion. A-9 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A ii. Be organized in a manner that presents a logical flow of the deliverable's content. iii. Represent factual information reasonably expected to have been known at the time of submittal. iv. Present information that is relevant to the section of the deliverable being discussed. h. Contractor will not introduce any changes, enhancements or updates to the kiosks without prior knowledge of the County and OIT. All necessary changes will be approved by the County and OIT prior to implementation regardless of the impact to the front end user. i. CO DOR may be upgrading its systems through the DRIVES project, which could have some impact on the kiosk system. Contractor is responsible for costs associated with and ensuring the system will be compatible with the conversion to DRIVES. G. REQUIRED PROJECT POLICIES, GUIDELINES, AND METHODOLOGIES 1. The Contractor shall be required to comply with all applicable laws, regulations, policies, standards and guidelines affecting information technology projects, which may be created or changed periodically. The Contractor shall adhere to and remain abreast of current, new, and revised laws, regulations, policies, standards and guidelines affecting project execution. These may include, but are not limited to: personal identification/security, data protection, and data transmission. H. PROJECT MANAGEMENT 1. The Contractor and the Project Management Team shall conduct bi-weekly progress meetings. The bi-weekly progress meetings may be a group meeting to include the project management teams of the other counties that are participating in this pilot project. The Contractor shall submit a bi-weekly project progress report two days in advance prior to the discussion with the Project Management Team that shall contain, at a minimum, the following information: a. Work accomplished during the bi-weekly period. b. Deliverable progress, as a percentage of completion. c. Problem areas including scope creep or deviation from the work plan. d. Planned activities for the next reporting period. e. Gantt chart updated from the original to show actual progress; as applicable, explanations for variances and plan for completion on schedule. 1. DELIVERABLES 1. Proiect Plan a. The Contractor must submit a detailed project work plan outlining the entire system design, development, initial testing, acceptance period, training, deployment, and implementation of all hardware and soffivare. The project work plan shall include the time frames and required resources detailed in each component of the project. The Contractor's project work plan shall allow reasonable time for the County to review and approve task completion deliverables, without interrupting the Contractor's continuing progress towards the completion of the project. 2. Technical System Documentation a. Prior to production implementation, the Contractor shall provide to the County detailed technical system documentation, detailed system design specifications, descriptions of all proposed kiosk hardware and soflvare, operating instructions, footprints, power and environmental requirements, ADA compliance, model numbers, makes, serial numbers, electrical and grounding requirements, temperature and humidity ranges, sofitivare components and features, etc. Contractor must also provide technical documentation that describes the operation of all system components, including interfaces to CO DOR or third party systems. Documentation must be provided within 60 days of deployment to production. This documentation must include: A-10 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B09073EXHIBIT A L System architecture diagrams and data flow overlay with ports and services. These documents are commonly known as System Security Plans, which include network topologies, accreditation boundary diagrams, system interface specifications, and system schemas. ii. Incidence Response Plan. Contractor and State Incidence Response Plan per P-CISP-008 Incidence Response (Appendix C). c. Environmental Specifications: Environmental specifications for any equipment to be delivered under this contract shall be furnished in writing by the Contractor. These specifications must be in sufficient detail to permit all installed equipment both inside and outside to function efficiently from an environmental perspective. 3. Status Reports: Project management activities to be performed by the Contractor shall include: a. Establishing and administering controls to ensure that the quality of deliverables is acceptable to the County. b. Providing and updating a detailed project work plan and schedule on a bi-weekly basis. c. Monitoring project activities to ensure that project schedules are met. d. Providing bi-weekly and monthly status reports to the County on the current status of the project and future activities to be performed. e. CO DOR may be upgrading its systems through the DRIVES project, which could have some impact on the kiosk system. Once the DRIVES program becomes active, the Contractor is responsible for providing a detailed work plan and schedule for the conversion of the kiosk system to DRIVES, and providing bi- weekly and monthly status reports to the County on status of the conversion. 4. Trainin,, Plans and Manual a. The Contractor shall provide a detailed screen -oriented training manual to the County and OIT staff -that contains all the procedures necessary for the successful operation and interaction with the kiosk system, to include the following: i. System operation. ii. Overview of the system hardware and software architecture and connectivity. iii. Overview of the hardware components and system installation. iv. Hardware and software problem diagnosis and resolution (troubleshooting). v. Remote system monitoring. vi. How to make modifications to the kiosk web application software. vii. Administrative functions, including changing passwords and other routine management tasks. viii. Preventive Maintenance tasks (i.e. cleaning). ix. How the Contractor's staff will train County staff on the new kiosk system and software, along with associated time frames. b. The County will establish a training schedule after consultation with the Contractor. This schedule must coincide with the kiosk installation schedule. c. The Contractor shall provide County staff with on-site system management and operations training sufficient to provide basic knowledge and daily operational proficiency. The training shall include, but not be limited to, the following: L System operation. ii. Troubleshooting and monitoring. iii. Preventive Maintenance tasks (i.e. cleaning). A-11 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B09073EXHIBIT A iv. Standard report printing. v. On demand reporting. d. The Contractor shall develop customized training plans that the County may use for its internal training purposes, which shall include: i. Method of training. ii. Length of training (estimate number of hours for each type of employee). iii. Scope of training. iv. List of training materials and samples. v. Detailed description of the training. vi. Detailed outline of each training session. e. Contractor will make available qualified technical staff needed in order to facilitate any changes or diagnosis of issues or enhancements to the kiosk software or hardware. 5. Maintenance Plan: The Contractor must provide the County a detailed maintenance plan in writing. At a minimum, the maintenance plan shall include: a. The periodic maintenance schedule for each kiosk, including software, servers, firewalls, hardware, and consumables. b. Maintenance tasks, schedules, time allotments, and personnel required to support the maintenance component of the kiosk solution. c. The method the Contractor will use to coordinate any maintenance visits with the County. d. Response times for unscheduled service needs to be as follows: i. All service calls placed to the Contractor shall be responded to within thirty (30) minutes, and maintenance personnel must be on-site within four (4) hours in metropolitan areas and within six (6) hours in rural areas. ii. If replacement parts are required, the parts shall be installed no later than twenty-four (24) hours from initial diagnosis. To ensure this request, the Contractor shall stockpile parts. e. An explanation of how the County can notify the Contractor of kiosk problems and request maintenance. 6. The Contractor shall maintain, update, and provide any and all documentation required or requested by the County throughout the duration of the contract period and any negotiated extensions. Documentation includes, but is not limited to, project plans including deliverables and Gantt charts, statement of work, schedules, technical specifications, and test scripts. The documentation shall be provided at no additional cost to the County. County shall have the right to copy all documentation. 7. The Contractor shall maintain and provide to the County transaction logs from each kiosk. 8. The Contractor shall provide a back-up and recovery plan for ensuring restoration in the event of failures, including information on redundant servers, redundant communication connectivity to the internet, and redundant data centers and their locations. J. SOFTWARE REQUIREMENTS 1. System / Architecture a. The Contractor shall work with the OIT to develop a functional design of all proposed sofiivare applications prior to development. The Contractor shall ensure the kiosks will integrate with the current OIT application for all transactions. The Contractor shall document the functional design of all software applications and receive the approval of the County and OIT prior to system development. As part of the functional design, sample screens and graphics shall be prepared. The samples shall include the County logo, welcome screens, menu A-12 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B09073EXHIBIT A screens, transaction screens, error situations, etc. County will provide detailed technical specifications to the Contractor. b. The initial kiosk application to be developed and implemented by the Contractor for the County shall feature the following services: i. Vehicle Registration Renewal — The Contractor shall provide "Registration Renewal" services that will print and dispense to the customer the registration certificate, year decal, and payment receipt directly from the kiosk. The kiosk shall dispense the appropriate insurance message directly to the customer. ii. Potential to include future transactions. c. The Contractor must coordinate with the DOR and Colorado Correctional Industries (CCI) regarding the purchase of all paper and decal materials. The kiosk application shall provide a "shopping cart" feature to allow customers to combine multiple transactions, meaning that a customer may renew registration for more than one vehicle at a time, with the understanding that they will be charged the $3.00 fee for each vehicle. d. The Contractor must provide the capability of producing real-time reports for all kiosk transactions during normal business hours without affecting the system's performance. e. The Contractor shall provide the capability of producing various reports, including but not limited to: i. Auditing Reports ii. Accounting Reports iii. Use and Statistical Reports iv. Maintenance Reports v. State -of -health Reports vi. Consumable Inventory Reports vii. Repair and Downtime Reports viii. Response Time Reports, including transaction times per type, payment method, etc., and time measurements for each individual screen ix. Transaction Detail and Error Reports x. Payment Error Reports xi. Cash Out Receipt Reprint xii. Real-time Search Reports xiii. Manual Cash Refunds f. The Contractor shall ensure the kiosk application is able to identify a system error such as a hardware malfunction or interface disruption and is able to immediately alert Contractor's technical support and/or County system administrators of the issue. CF. The Contractor shall provide the kiosks with the capability of interfacing with the Contractor's web server and the State of Colorado's CSTARS application to process all requested transactions. CO DOR may be upgrading its systems through the DRIVES project, which could have some impact on the kiosk system. Contractor is responsible for costs associated with and ensuring the system will be compatible with the conversion to DRIVES. h. The Contractor shall provide an application log server for all transactions, which server will not retain any sensitive (PII) customer information, such as Driver's License Number, Customer Name, Address, and Credit Card Number. The log server will allow for a unique identifier of each transaction for audit and control purposes. At no time will sensitive information, as defined by the County and by PCI DSS requirements, be stored on the kiosk or server. The Contractor must dispose of any residual information on printout ribbons, etc. A-13 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B09073EXHIBIT A in a secure manner. The Contractor will provide the County documentation regarding its disposal of information. L The Contractor shall provide a kiosk application capable of detecting logical errors in the data entered by the customer, or in their failure to enter required data. The Contractor will work closely with the County to define the business rules to provide proper validation of all screen inputs and screen fields. j. The Contractor shall submit all multi -media content, graphics, complete screen designs, digitized photographs, printed information, etc. to the County for approval prior to implementation. k. The Contractor shall design screen images that are tastefully colored to attract attention, while avoiding glare. 1. The Contractor shall provide a kiosk application that meets OIT Technical Requirements and is capable of being upgraded to future versions when necessary. The Contractor shall install upgrades to the system as needed which will not be billable to the County and the cost for these enhancements and upgrades will be the sole responsibility of the Contractor. m. In designing the kiosk application, the Contractor shall implement touch screen technology and font sizes large enough to be easily read by the majority of customers. n. The Contractor shall provide a kiosk application for navigation, which is prompt, driven, and intuitive to minimize the need for assistance. The kiosk shall provide voice assistance in both English and Spanish, based on individual county requirements. The kiosk must offer customers the choice to process transactions in either English or Spanish, based on individual county requirements (with gender neutral vocabulary; translation to be provided by the Contractor), and all prompts, messages and errors will then be presented in the language of choice. o. The Contractor shall provide kiosk application instructions (help screens) to the customer, which are clear and to the point, with no large blocks of text. p. The Contractor shall provide application screens that will not require scrolling, unless approved by the County. q. The Contractor shall provide each kiosk system with the ability to ascertain when a County application is not available, automatically provide a message to customers stating the available service(s), and enable customers to continue to use the available service(s). r. The Contractor shall ensure each kiosk is maintained on the most current version of the Contractor's system of operation. 2. Kiosk Application a. The Contractor shall provide an application for the kiosk that will be modular in design, allowing easy implementation of additional transaction modules at a later date, that interfaces with the State of Colorado's current systems to process transactions, and able to convert to DRIVES once that program is implemented. The Contractor shall ensure that transactions and functions can be easily installed, activated, suspended and managed from a central remote management solution. b. The Contractor shall provide the kiosks with an educational demo/screen saver that will be activated when the kiosk is unattended for a specified amount of time. c. The Contractor must provide kiosk web application screens and voice assistance in both English and Spanish languages, based on individual county requirements with the capability of adding additional language support. The Contractor will provide the County with a written certification as to the accuracy of the Spanish conversion. d. The Contractor shall provide a kiosk web application that will be intuitive, enabling first time users to find the desired information easily and complete the desired transaction. e. The Contractor shall provide a kiosk application that will prevent transaction duplication in the event of an unexpected power failure, lost connection, or reboot. Transaction data will not be sent to the County and the State of Colorado before it has been fully completed. A-14 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B09073EXHIBIT A f. Contractor shall provide a back-up and recovery plan for ensuring restoration in the event of failures. Contractor is responsible for providing data recovery services. g. Contractor shall provide the County a disaster recovery plan including information on redundant servers, redundant communication connectivity to the internet, and redundant data centers and their locations. 3. Kiosk Multi -Media Presentation Application a. The Contractor shall provide a kiosk multi -media (such as audio, video, high resolution graphics and digitized photographs, etc.) application that runs on each kiosk, that complies with OIT Technical Standards for interfacing with the kiosk web application, and that meets all local kiosk hardware components. b. The Contractor shall implement a system that engages users in an interactive multi -media dialogue guiding them through all phases of their chosen transaction, and producing a printed document when appropriate. The Contractor shall provide a local kiosk multi -media presentation that includes a media attractor loop (such as audio, video, high-resolution graphics and digitized photographs, etc.). The Contractor shall work with the County to develop the contents of this attractor loop. The Contractor will provide the capability for users to control the presentation and interact with each kiosk system by touching the screen with options to cancel or stop the transaction at any time. c. The Contractor shall provide a kiosk multi -media presentation that shall notify the customer if the credit/debit card is not readable and allow the customer to select another form of payment. d. The Contractor will ensure that the application has time-out settings 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. 4. Customer Interaction Messaees a. Transaction processing messages — The Contractor will provide an application that will communicate to the customer via a screen message and voice prompts during "pause points" of the transaction, which will include: i. "Please wait while we retrieve your information." ii. "Please wait while we process your transaction." b. Transaction error messages — The Contractor will implement an application that will communicate to the customer via screen messages on the monitor and voice prompts during kiosk malfunctions/errors, which will include: i. "The kiosk printer is experiencing technical difficulties. Please see a customer service representative." ii. "The scanner cannot read your barcode. Please try again or utilize the manual data entry option." After three consecutive failed attempts, the application will prompt the user to, "Please utilize the manual data entry option." iii. "The scanner cannot read your credit card. 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." iv. "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." v. "The cash acceptor cannot accept your payment. Please try again." After three consecutive failed attempts, the application will then prompt the user to, "Please use another form of payment or see a customer service representative." vi. "The kiosk is experiencing technical difficulties. Please see a customer service representative." vii. Error messages shall be customized for kiosks in partnership locations. The error messages shall include phone numbers and/or directions to the nearest County office. Messages may include instructions to remedy errors encountered while processing a transaction. A-15 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A c. Customer prompt messages — The Contractor shall provide an application for the kiosk that will prompt the customer via screen messages, voice prompts and visual location indicators during key steps of the transaction, which will include: i. "Please insert your credit card." ii. "Please insert cash." iii. "Please insert your check." iv. "Please take your change." v. "Please take your receipt." vi. "Please take your registration certificate and decal." 5. Software Provisions a. Software Upgrades - The Contractor shall provide the County with any and all upgrades that become available during the tern of the contract. b. Third Party Acquisition of -Software - The Contractor shall notify the County in writing if its intellectual property, associated business, or any of its assets are acquired by a third party. The Contractor further agrees that the terms and conditions of this Agreement, including any and all license rights and related services, shall not be affected by the acquisition. Prior to the completion of the acquisition, the Contractor shall obtain for the County's benefit and deliver to the County the assignee's agreement to fully honor the terns of this Agreement. c. Title of Software - The Contractor represents and warrants that it is the sole owner of the software or, if not the owner, has received all legally required authorizations from the owner to license the software, as well as the full power to grant the rights required by this Agreement -Neither the software nor its—use in accordance with the Agreement will violate or infringe upon any patent, copyright, trade secret, or any other intellectual property rights of another person or organization. d. For Office of Information Technology initiated modifications to the software, the Contractor shall commit to a reasonable delivery date for enhancements, as mutually agreed upon, when the County detennines to proceed with the change. e. Prior to any new software releases and/or updates, the Contractor shall send the software releases and updates to the County for validation in a test environment. The County will perform testing for authorization to proceed. The Contractor retains the responsibility for putting the change into production at all sites. The Contractor shall propose, provide, and fully describe its solution in writing for updating all sites with any new software releases. f. The Contractor will make available to the County a system to track and audit all software changes applied, to include version numbers, descriptions, staff involved, reasoning, requestor, responsible party for the change, time and date. g. The Contractor agrees to utilize industry accepted design and coding standards for the kiosks and server based applications. The Contractor will also track all sofrivare modifications by release versions with full detail as to why the change was requested, approval of change, description of change, staff involved, testing involved, initiation dates as well as completion, release, and verification dates. h. The Contractor shall maintain and provide to the County transaction logs from each kiosk. The Contractor shall not store any sensitive customer information as defined by the County, OIT, and PCI DSS guidelines, and should any sensitive information be deemed necessary for audit purposes, the information shall be encrypted. i. The Contractor shall maintain server backups at designated locations. K. KIOSK OPERATIONAL STATISTICS AND REPORTING A-16 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO90734EXHIBIT A 1. The Contractor shall provide a solution for centrally collecting, storing, and reporting kiosk usage performance statistics in real time. No sensitive customer information, as defined by the County, OIT, and PCI DSS guidelines, shall be stored on the kiosks. 2. The Contractor will maintain servers which will collect data from kiosks each time a transaction is ended, whether the transaction was completed or not. The servers will be connected to the Contractor's network. The kiosks will not connect to the County's IT network system. 3. The Contractor will provide an interface for looking up transactions, providing various reports, and producing on demand reports. 4. The Contractor shall provide the capability of producing various reports sorted by transaction type, within date, by kiosk, and kiosk location. Although the standard statistical reports shall be finalized during the detail design phase of the project, the Contractor shall provide the capability to produce the following various types of reports: a. Auditing reports b. Accounting reports c. Use and statistical reports d. Maintenance reports e. State -of -health reports f. Consumable inventory reports g. Repair and downtime reports h. Response time reports, including transaction times per type, payment.method, etc., and -time measurements for each individual screen i. 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. i. Detailed transaction statistics and summaries k. Transactions by payment method 1. System errors and summaries m. Component failures and summaries n. Time of day statistics o. Monies count reconciliation reports p. Survey results q. Session results, including aborted or cancelled transactions and the screen it was on, tuned -out transactions and the screen it timed -out on, completed transactions, and unsuccessful transactions and reasons. L. STATE -OF -HEALTH 1. The Contractor shall provide each kiosk with the capability to monitor and report its own state -of -health and identify any component failures. 2. The Contractor shall monitor and provide each kiosk with the capability to recognize a low quantity threshold for each consumable supply and generate an alert to the Contractor's central kiosk monitoring station. M. SECURITY REQUIREMENTS 1. The Contractor shall provide all kiosks with network controls, system access controls, and management systems that meet OIT Technical Standards. A-17 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A 2. The Contractor shall incorporate into the kiosk design audible and electronic security alerts to notify the Contractor and County staff when the kiosk is being tampered with or if there is an unauthorized entry. 3. The Contractor shall ensure that the kiosks and kiosk servers do not display or store credit card numbers at any time. 4. The Contractor shall incorporate into the kiosk design an automatic time-out function which will activate if a customer ceases interaction with the kiosk. Each individual screen within the kiosk application shall be configured for individual time-out periods due to some tasks, e.g. accepting cash. The Contractor shall work with the County to determine the appropriate time-out duration. 5. The Contractor will ensure that the kiosk system will treat all data as sensitive, and appropriate technologies will be employed to ensure confidentiality and integrity of the data. The Contractor shall strictly adhere to OIT and PCI DSS standards to utilize the best methodology for protecting data at input, transition, and storage levels. 6. The Contractor shall implement back -end user access at group levels to control access to various components of the kiosk system's infrastructure. 7. The Contractor shall ensure that the kiosks utilize password security and lock -out procedures. All passwords are required to be at least eight characters in length and utilize alpha and numeric values as well as special characters. 8. The Contractor shall implement the kiosk system to employ a "three strikes" rule for backend user login, where the user account is locked or suspended after the third unsuccessful login attempt. Each login attempt shall be logged in the database with user ID, encrypted password, source, date, and time. 9. The Contractor shall implement a back -end administrative override to reinstate locked out user accounts or to reset passwords. 10. The Contractor shall ensure that the kiosk application provides a secure system that protects field -level and document -level security for all data within the kiosk application. The Contractor shall take all precautions necessary and employ methodologies agreeable to the County to protect data that can be accessed, viewed, or printed from being made available to unauthorized entities. 11. The system implemented by the Contractor shall enable all network connections to external systems and clients outside the OIT and Contractor's firewall to be controlled in accordance with the OITs Technical Standards. The Contractor shall be responsible for purchasing all data circuits, routers, switches, firewalls, security certificates, VPNs and any other associated costs. 12. The Contractor shall implement a kiosk system that will adhere to all OIT security standards and will ensure the kiosk system's compliance throughout the term of this Agreement. 13. The Contractor shall design a system that will provide multiple security profiles. At a minimum, these profiles shall include: a. System administrator — This individual has the overall responsibility of the operation and maintenance of the system. b. Business administrator — This individual monitors the use of the system by County units and assists in establishing and defining an event or service, if needed. c. Management — The individual(s) assigned to this role are authorized to perform a variety of read-only tasks, including running standard reports and querying the system's database. N. MAINTENANCE 1. All costs associated with the maintenance and upkeep of the kiosks shall be the sole responsibility of the Contractor. The Contractor shall be responsible for all on-site remedial and preventive maintenance, including the following: a. All labor, parts, and travel that is necessary to keep all products (including all hardware and software) in good operating condition and to preserve their operation within the requirements, specifications, and efficiency set forth in this Agreement. A-18 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2B09073EXHIBIT A b. All consumable supplies (ribbons, printer rolls, paper, registration forms and decals, etc.). c. Graffiti removal using best efforts to remove as soon as possible. d. Any necessary shipment and insurance costs. 2. County personnel may be permitted to replenish kiosk consumables and provide low level maintenance, such as check printers and clear paper jams. 3. General Maintenance a. The Contractor shall ensure that all maintenance will be performed in a manner to allow for continuous operation of the kiosks at all locations. b. The Contractor must provide the County a detailed maintenance plan. At a minimum, the maintenance plan shall include: i. The periodic maintenance schedule for each kiosk, including software, servers, firewalls, hardware, printer, and consumables. ii. Maintenance tasks, schedules, time allotments, and personnel required to support the maintenance component of the kiosk solution. iii. The method the Contractor will use to coordinate any maintenance visits with the County. iv. Response times for unscheduled service needs to be as follows: (1) All service calls placed to the Contractor shall be responded to within thirty (30) minutes, and maintenance personnel must be on-site within four (4) hours in metropolitan areas and within six (6) hours in rural areas. (2)—If replacement parts are required, the parts shall be installed no later than twenty-four (24) hours from -initial diagnosis. To ensure this -request, -the Contractor shall stockpile parts. v. An explanation of how the County can notify the Contractor of kiosk problems and request maintenance. c. The Contractor shall provide the County a monthly maintenance report which identifies the kiosk, serial number, technician, issue, resolution, and date and time of service for each kiosk. d. The Contractor shall provide an incident report to the County upon completion of a service call detailing what actions were taken and the status of the problem. e. Maintenance by the Contractor does not include repairs of damage resulting from: acts of God, negligence by State or County personnel, or other causes not related to ordinary use in the production environment in which installed. f. Maintenance by the Contractor shall include the cost of labor, parts, travel, factory overhauls, rehabilitation, transportation, and substitute equipment as necessary for 98% effective performance. In those instances, where it is necessary for the Contractor to return the equipment to the factory, the Contractor shall be responsible for all costs of the equipment from the time it leaves the County site until it is returned to the County site in good operating condition. Only a new standard part or parts equal in performance to new parts shall be used in effecting repairs. g. With the exception of cash and coins, the Contractor will be responsible for replenishing all kiosk consumables where applicable at all County offices and partnership locations. The Contractor will provide all items necessary for the kiosk to function including, where applicable, batteries. County personnel may be permitted to replenish kiosk consumables. County personnel will be responsible for providing a bank to begin the day and for removing the cash at the end of each day. 4. Preventative Maintenance A-19 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A a. Preventive maintenance work by the Contractor shall be scheduled to minimize impact to normal business operations at each kiosk location. Preventive maintenance shall be performed at a time mutually agreed upon by the County and the Contractor. 5. Remedial Maintenance a. All service calls placed to the Contractor shall be responded to within thirty (30) minutes, and maintenance personnel must be on-site within four (4) hours in metropolitan areas and within six (6) hours in rural areas. b. If replacement parts are required, the parts shall be installed no later than twenty-four (24) hours from initial diagnosis. To ensure this request, Contractor shall stockpile parts. c. At the time of installation, all equipment provided by the Contractor shall be of new manufacture and in good working order. It shall be the Contractor's responsibility to make all necessary adjustments, repairs, and replacements, without additional charge, to maintain each system component in good working order for the term of the Agreement and any extensions. The Contractor agrees it has full responsibility and it assumes the cost burdens to ensure a 98% effective performance level. d. Software maintenance to restore services shall be completed by the Contractor at no charge to the County. The Contractor shall react immediately to restore services to sites that are not functioning. 6. Performance Level a. Equipment and software furnished by the Contractor shall be capable of continuous operation. b. The County reserves the right to request and receive from the Contractor a replacement kiosk if any kiosk remains inoperable for more than three (3) consecutive business days, at no cost to County. c. The County reserves the right to request a replacement from the Contractor if any kiosk has more than three (3) service calls placed within any consecutive sixty (60) day period. This will be exercised by County, at its discretion, at no cost to County. d. It is the responsibility of the Contractor to make its best effort to ensure that ninety-five percent (95%) of the transactions occurring within the Contractor's network shall be completed within a two (2) minute period. Contractor to provide best in class screen designs that will allow accurate and timely transaction processing. e. The Contractor shall make sure that each kiosk performs at an effectiveness level of 98% or more during any thirty (30) day period. The effectiveness level is the percentage of scheduled production time during which the kiosk is not down. 7. Maintenance Provisions a. Warranty and Maintenance of Software - Beginning on the date of notice to proceed, and for the term of this Agreement and any extensions following acceptance, the Contractor warrants that all kiosk software provided and/or developed under this Agreement shall operate in accordance with the requirements and specifications set forth in this Agreement. The maintenance service necessary to maintain the operation of the software in accordance with the Contractor's warranty shall be performed on-site and shall include, but is not be limited to, toll-free phone support from 7:00 am to 8:00 pm Mountain, detection and correction of errors, updating all software to operate with all updated or revised versions of the operating systems for which the software is licensed, and all patches, fixes, revisions, updates, upgrades, and minor releases to all software and supporting documentation. The Contractor shall provide a thirty (30) minute return call response time and complete all necessary maintenance on-site within six (6) hours in rural areas and four (4) hours in metropolitan areas of initial notification by County of any malfunction or inoperability of any kiosk. b. Warranty and Maintenance of Hardware - Beginning on the date of notice to proceed, and for the term of this Agreement and any extensions following acceptance, the Contractor warrants that all equipment and hardware provided shall operate in accordance with the requirements and specifications set forth in this Agreement. Maintenance service necessary to maintain operation of equipment and hardware in accord with the Contractor's warranty shall be performed on-site at no additional cost to the County. The A-20 8179759.4/46987-00001 DocuSign Envelope ID: 05FOD92F-ACE3-409B-A2FF-2BO9073EXHIBIT A Contractor shall provide a thirty (30) minute return call response time and complete all necessary maintenance on-site within six (6) hours in rural areas and four (4) hours in metropolitan areas of initial notification by County of any malfunction or inoperability of any kiosk. c. County's Responsibility during Maintenance - During any term of maintenance, County personnel will not perform any maintenance or attempt repairs to the equipment except as authorized in writing by the Contractor. The County shall permit access to the equipment that is to be maintained, subject to the installation site's security regulations. d. Downtime - A kiosk is considered to be "down" if it is unavailable for customer use during normally scheduled hours of availability by the County. Downtime shall commence when the malfunction is reported to the Contractor at its designated contact point, and shall end when the kiosk becomes available for customer use. Downtime does not include interruptions of service due to County web service or network problems, power outages or other factors not in the Contractor's control. e. Effectiveness Level - The Contractor shall cover maintenance costs to ensure any kiosk under current maintenance performs at an effectiveness level of 98% or more during any thirty (30) day period. The Effectiveness Level is the percentage of scheduled production time during which the kiosk is not down. f. Contractor's Maintenance Point of Contact - The Contractor shall provide a single point of notification for all maintenance problems during the hours of the period of maintenance. The Contractor shall provide and display on each terminal a toll free telephone number for the purpose of contacting the Contractor's call center or help desk. The Contractor's intended call center or help desk will initiate service procedures that will meet all service/maintenance level requirements set forth in this Agreement. The call center or help desk shall be monitored regularly either electronically or manually, and all maintenance and service calls will be recorded for on -demand and real-time reporting. g. Qualified Maintenance Personnel - All technicians of the Contractor performing maintenance shall be pLoTerly authorized by the manufacturer(s)o perform such services. The County reserves the right to require proof of certification at any time during the term of this Agreement and any extensions. h. Reconditioning - The Contractor warrants that the equipment provided shall not require reconditioning when such equipment has been under warranty or a constant maintenance contract since the date of acceptance. The Contractor warrants that all the equipment provided will be covered by warranties and maintenance contracts throughout the term of this Agreement and any extensions. The County shall not be liable or responsible for any reconditioning or replacement costs. A-21 8179759.4/46987-00001