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Home My WebLink AboutC24-176 Intellectual Technology 20210120 1 AGREEMENT FOR SERVICES THIS AGREEMENT FOR SERVICES (this “Agreement”) is entered into as of March 5, 2024, (“Effective Date”) by and between the Board of County Commissioners of the County of Eagle, State of Colorado (hereinafter referred to as the “County”) and Intellectual Technology, Inc. (hereinafter referred to as the “Contractor”). Whereas, on January 5, 2021 the Colorado Department of Revenue (“CO DOR”) entered into a cont ract with Contractor to provide a network of self-service Kiosks to offer motor vehicle and driver license services to Colorado residents at DMV offices (“Master Agreement”); 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. The 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 DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 20210120 2 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. 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. 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 the Master Agreement, this Agreement, or any exhibit or attachment, the language of the Master Agreement shall govern then 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. J. 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 1st 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 Guidel ines. 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 DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 20210120 3 (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 i n this Agreement, “force majeure” means acts of God, acts of the public enemy, unusually seve re 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. O. 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. 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. R. 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 Eagle 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. DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 20210120 4 (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 Eagle 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. (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 Eagle 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 5 of Exhibit A, Cyber Liability Insurance with a minimum coverage amount as specified in Section 5 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 all liability, 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. DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 20210120 5 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. 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. 7. 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 unde r 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 Obligations. 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. DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 20210120 6 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] DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 IN WITNESS, WHEREOF, each of the parties hereto have caused this Agreement to be executed as of the Effective Date. CONTRACTOR : Intellectual Technology, Inc. By: _________________________________________ (signature) _________________________________________ (printed name) Title: _________________________________________ ___________________________ COUNTY By: __________________________________________ Jeff Shroll, County Manager Date: __________________ DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 4/8/2024 EAGLE A-1 EXHIBIT A 1. Scope of Services. The Contractor hereby agrees to and accepts responsibility to perform the following services and the County agrees to cooperate with Contractor as follows: To develop, install, operate, and maintain a network of motor vehicle self-service kiosks for the County in compliance with the terms of this Agreement, subject to the terms of the Master Agreement. The Contractor will provide a complete turnkey kiosk solution to the County which will comply with all design, development, integration, deployment, installation, and maintenance of all components and special conditions outlined below. The County's ultimate goal is to offer an alternative service delivery option to Colorado citizens who desire to perform various motor vehicle transaction (“Customers”) 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. In the event of any conflicts between the Master Agreement, this Agreement, and any attached documents, the Master Agreement shall control and then this Agreement shall control. The parties are entering into this Agreement under the authority of C.R.S. 42-1-231. The intent of the kiosk program is for the Contractor to deploy as many kiosks as determined based on the County's model and goals to county motor vehicle offices, as well as other areas, including centers of business, large retail centers, and rural communities. The Contractor shall recognize and follow the Colorado Department of Revenue's vision for the kiosk program. The County agrees to allow Contractor to implement best practices for marketing kiosks to ensure program awareness and faster Customer adaptation. The County agrees to promote market kiosk services on their web site, place visible signs in offices, redirect Customers from the counter to the kiosks when possible, and consider implementing best marketing practices provided by Contractor. Further, County will assist Contractor with: A. Conducting surveys of Customers and stakeholders; and B. Coordinating individual marketing campaigns, in conjunction with the larger initiative, to promote Kiosk services, including promotion on County websites, and placement of physical signs at County locations. Marketing services and signage shall be provided by Contractor at no cost to County, unless expressly authorized by County. Additionally, all marketing content performed by Contractor, including multi-media content, graphics, complete screen designs, digitized photographs, printed information, or other marketing content, shall be submitted to County for approval prior to implementation. The signage area on the front of the Kiosk will display Department or County related information and graphics. All Kiosk signage must be displayed in both English and Spanish, as required by the County. 2. Term. The term of this Agreement commenced as of the Effective Date and will terminate on the last day of the term of the Master Agreement, as extended, superseded, or earlier terminated in accordance with the Master Agreement or as provided herein. 3. Compensation. A. The kiosk program is funded through a per Transaction fee for each printed vehicle registration renewal to be charged to Customers of the motor vehicle self-service kiosks. The Transaction fee shall be (1) $3.50 for County operated locations and $4.50 per Transaction for locations operated by a third-party and, (2) a credit card processing fee of 2.30% of the aggregate vehicle registration renewal transaction amount paid by credit or debit card. The County may elect to absorb all or part of the above transaction fee upon written notice to ITI. 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. B. In addition to such compensation, if any transaction processed by a motor vehicle self-service kiosk is subsequently reversed or adjusted by Contractor after receipt of an executed credit refund authorization form from the County due to no fault of Contractor or Contractor’s payment processing vendor (each, a “No Fault Refund Transaction”), then within 30 days of the County’s receipt of Contractor’s monthly invoice, the DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-2 County shall pay Contractor the following fees for each such No Fault Refund Transaction: (1) $3.00 per printed vehicle registration renewal, plus (2) the amount of the credit card processing fee for such transaction if a credit card was used for such transaction, as applicable; provided, however that the aggregate amount of fees payable to Contractor for such No Fault Refund Transactions shall not exceed $750 during any calendar month. Notwithstanding the foregoing, if during a calendar month the aggregate amount of fees related to No Fault Refund Transactions exceeds $750, and the Contractor is required to pay fees to its payment processing vendor(s) for processing such No Fault Refund Transactions, and the fees to be paid by the Contractor to its payment processing vendor(s) for such No Fault Refund Transactions amounts to $500 or more during the calendar month, then the Contractor will have the option to take down each motor vehicle self-service kiosk until such time as the source of such No Fault Refund Transactions is resolved by the County. 4. Minimum Self-Service Terminal Requirements – County Option to Retain Kiosk. In exchange for ITI installing the Kiosk and covering costs of equipment, software, service support and supplies, there is a requirement to maintain minimum transaction volume levels each month. If one hundred and twenty (120) days after initial installation there is any full month period (“Period”) where any Kiosk does not meet the monthly minimum volume of 600 transactions per month (“Required Volume”), then ITI has the right remove the Self -Service Terminal, at ITI’s own expense, from the County after a thirty (30) day written notice to the County. However, ITI will not have the right to remove the Kiosk if the County elects, in the County’s sole discretion, to pay the Shortfall. NOTHING IN THIS SECTION OBLIGATES THE COUNTY TO PAY A SHORTFALL WITHOUT ITS CONSENT. A Shortfall is the difference between the total Fees (defined below) ITI would have earned had the Required Volume been met and the total Fees the Kiosk produced for the Period minus the revenue sharing provided Kiosk in the Financial Considerations section, below. For each vehicle registration ITI will charge a transaction fee of $3.95 to the Kiosk user (“Fee”) in addition to applicable State and local costs and credit card charges. Illustration of Shortfall Formula: During a full month, if a Kiosk installed at a Location performed only 600 transactions and generated a total of $2,370 for ITI, then the County may pay the Shortfall of $1,580 ($3,950 - $2,370) to ITI to meet the Required Volume for such month. Payment of Shortfall: Following the end of a Period where a Shortfall occurred and the County has exercised its option to maintain the Kiosk by paying the Shortfall, ITI shall submit an invoice to the County detailing the number of transactions that occurred within the Period and the amount of the Shortfall to be paid by the County. Upon receipt of such invoice from ITI, the County shall pay the amount within 30 days. 5. Notices of Termination. Notices of termination shall be given at least thirty (30) days before the effective date of termination. 6. Professional Liability Insurance. Errors and Omissions or Professional Liability/Cyber Insurance is required. The required minimum amount of coverage is $5,000,000. 7. Addresses for Notices. The addresses for Notices are as follows: To the County: Eagle County, Colorado 500 Broadway P.O. Box 537 Eagle, CO 81631 DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-3 To the Contractor: Intellectual Technology, Inc. 2980 E. Coliseum Blvd. Suite 100 Fort Wayne, IN. 46805 Attention: General Counsel 8. Special Conditions. Special Conditions are as follows: A. DEPLOYMENT SCHEDULE 1. After deployment of the first kiosk unit for the County, additional kiosk units may be ordered and installed; provided, however, that if after 90 days of installation the additional kiosk unit transaction volume is less than 1,000 transactions per month per kiosk unit, then the Contractor has the right to remove the unit upon 30 days’ notice. B. TECHNICAL REQUIREMENTS 1. The Contractor has the following three types of kiosks for installation: a. Big Kahuna model – Processes cash and credit card. Has ability to produce up to two different expiration year decals. b. Surfboard model – Processes credit card transactions only (no cash). Produces only one expiration year decal. c. Hokku model – Processes cash and credit card. Has ability to produce up to four different expiration year decals. This model can also perform facial recognition and document scanning. Contractor and County will agree on which type of kiosk will be installed in various locations. 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, 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/system. 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 buildings with kiosks after normal business hours. The access procedure for entering building with kiosks after hours will be provided to the Contractor. 9. Contractor must provide Crime Insurance to cover Contractor’s employees entering buildings with kiosks after normal business hours. The minimum amount of coverage must be $25,000. 10. Contractor shall provide and install kiosks at designated and select partnership locations. Each kiosk has a Cisco ASA firewall which will ensure that no network traffic is allowed to/from the kiosks other than the traffic to/from the Contractor data center IP addresses. All other traffic will be disallowed by the kiosk firewall and will be dropped. The kiosk does not store any Customer data locally, and all data transmission occurs through a secure VPN tunnel between the kiosk firewall and the Contractor data center. If the secure VPN tunnel is not established no data will be transmitted. The County is responsible DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-4 for all costs associated with obtaining and maintaining data lines and power lines at County locations. The partnership location kiosks may accept or dispense cash, if agreed by the County and the 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. C. HARDWARE REQUIREMENTS 1. 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 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. DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-5 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. 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 (including 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. 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. 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 DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-6 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. D. PAYMENT OPTIONS 1. The kiosks shall feature credit/debit card readers. Vendor to be responsible for providing credit card processing and ensure card reader is certified by the credit card processor. 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. Upon federal law requirements, 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. Per Exhibit B attached hereto, Parties acknowledge that County is considered a merchant with respect to the credit or debit card payments processed by the self-service kiosks and that VitalChek is providing services to ITI to process such payments. As such, County agrees that the fee and payment terms outlined on Exhibit A will apply to this Agreement to the extent they relate to how credit and debit payments will be processed and paid to County. Notwithstanding the foregoing, since County is not a party to the Payment Solutions Services Agreement attached hereto as Exhibit B, the Parties specifically agree that the County is not obligated to perform any of ITI’s obligations or duties under the terms of the Payment Solutions Services Agreement, including but not limited to Section 8 and Section 13 of said agreement. 5. The Contractor shall provide a valid and active credit card, debit card, and, if necessary, checking account for any necessary payment certification testing. 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 any necessary testing purposes. 6. Cash Payment Accepters and Dispensers – Select kiosks a. At kiosks designated by the County and agreed by Contractor 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. DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-7 f. For the kiosks that have been authorized by the parties 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 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. 7. Only one method of payment may be accepted for any transaction (cannot combine cash, or credit/cash, etc.). Contractor shall provide validation methods for cash received to ensure proper payment for the proper amount. 8. The County hereby agrees to allow Customers who reside in other counties (each a “non-County Customer”) to process transaction on County kiosks, if such Non-County Customers are residents of a Colorado county that has a Contractor installed kiosk or such county has entered into a valid participation agreement with Contractor (each a “Participating County”). Notwithstanding anything to the contrary herein, such Non-County Customer transaction shall only be processes using credit or debit cards for payment. All funds received from such Non-County Customer transactions will be directly deposited by Contractor’s payment processing vendors(s) in the applicable Participating County’s designated account. 9. ITI shall utilize its preferred payment facilitator to process all charges made through a kiosk. ITI will notify Agency of its assumption of payment facilitation requirements and remove third-party processor. Agency agrees to reasonably cooperate with ITI to complete a direct agreement with ITI for such purpose. 10. ITI will update kiosk credit card readers to Chip style readers (“EMV”) and allow payment methods such as ApplePay, GooglePay, and SamsungPay. 11. ITI will add alternate electronic payment collection options to the kiosk, such as PayPal, Venmo, Cash App 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. 2. Delivery Date: The Contractor shall deliver the kiosks as agreed by the parties. 3. 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. 4. 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. Cost of these modifications is the responsibility of the County. 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. DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-8 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. 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. G. PROJECT MANAGEMENT 1. At the outset of deploying the first kiosk into the County, 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 kiosk program. 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. H. DELIVERABLES 1. Project 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 software. 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 reasonab le 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. 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. 3. Training Plans and Manual DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-9 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. Administrative functions, including changing passwords and other routine management tasks. vii. Preventive Maintenance tasks (i.e. cleaning). viii. 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: i. System operation. ii. Troubleshooting and monitoring. iii. Preventive Maintenance tasks (i.e. cleaning). iv. Standard report printing. v. On-demand reporting. vi. Marketing best practices. 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. 4. 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: DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-10 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. 5. 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. 6. The Contractor shall maintain and provide to the County transaction logs from each kiosk. 7. 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. 8. Marketing plan. Contractor to develop a marketing plan that outlines the County marketing objectives and the marketing support Contractor will provide to meet those objectives. I. SOFTWARE REQUIREMENTS 1. System / Architecture a. The Contractor shall work with the OIT to develop a functional design of all proposed software 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 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 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 $3.50 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 DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-11 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. g. 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 Personally Identifiable Information (“PII”) of Customers, 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. in a secure manner. The Contractor will provide the County documentation regarding its disposal of information up request. i. 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. l. 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 County requirements. The kiosk must offer Customers the choice to process transactions in either English or Spanish, based on 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. DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-12 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. 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 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. 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 Messages DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-13 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 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.” v. “The kiosk is experiencing technical difficulties. Please see a Customer service representative.” vi. 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. 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 take your change.” iv. “Please take your receipt.” v. “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 term 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 terms 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. DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-14 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 determines 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 software 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 the County with access to the 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. J. KIOSK OPERATIONAL STATISTICS AND REPORTING 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 DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-15 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. j. Detailed transaction statistics and summaries k. Transactions by payment method l. 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, timed-out transactions and the screen it timed-out on, completed transactions, and unsuccessful transactions and reasons. K. 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. L. SECURITY REQUIREMENTS 1. The Contractor shall provide all kiosks with network controls, system access controls, and management systems that meet OIT Technical Standards. 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. DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-16 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. 14. The County will cooperate with Contractor to ensure PCI standards are maintained for kiosks installed in County offices by requiring appropriate personnel to: a. Attend annual training on device tampering and inspection procedures; b. Check the identification of all technicians prior to allowing them access to the kiosks; and c. Inform ITI when County employees are no longer employed that have repository accounts. M. 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. 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. DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-17 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. 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 DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-18 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 more than once in a given calendar year 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 wit h 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 time, 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 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. DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 A-19 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 properly authorized by the manufacturer(s) to 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. DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 B-1 EXHIBIT B Payment Solutions Service Agreement (Attached) DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 B-2 DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 B-3 DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02 B-4 DocuSign Envelope ID: 86CFC57C-917B-4574-858D-11B5F13CBF02