HomeMy WebLinkAboutOrdinance 4374 ORDINANCE NO. 4374
AN ORDINANCE TO WAIVE FORMAL COMPETITIVE
BIDDING REQUIREMENTS AND TO APPROVE A
CONTRACTUAL AGREEMENT WITH TELE-WORKS,
INC. IN THE AMOUNT OF $96,994.00 TO PURCHASE
AN AUTOMATED CITIZEN INFORMATION SYSTEM
AND A PREPAID TWO YEAR EXTENDED MAINTENANCE
AGREEMENT IN THE AMOUNT
OF $21,100.00
WHEREAS, the City of Fayetteville sent out Requests For
Information (RFI) concerning an automated citizen information
system on January 11, 2002, and advertised this RFI in the Arkansas
Democrat-Gazette on January 13, 2002; and
WHEREAS, only Tele-works, Inc. responded with a proposal
that met all specifications required in the RFI so that it was the only
responding source for this required service and system.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY
COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS:
Section 1 . That the City Council of the City of Fayetteville,
Arkansas hereby determines that this is an exceptional circumstance
in which normal competitive bidding is not feasible or practical in
that Tele-Works, Inc. is the sole source for the automated citizen
information system with all specifications needed by the City .
Therefore, the City Council hereby waives the normal competitive
bidding requirements and agrees to the Contractual Agreement with
Tele-Works, Inc. attached as Exhibit A which includes both purchase
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Ord . 4374
of this system and two years extended maintenance agreement at a
total price of $118,094.00 (which includes a contingent amount of
$8,818 .00) .
Section 2. That the City Council of the City of Fayetteville,
Arkansas hereby authorizes Mayor Coody to sign this Contractual
Agreement.
PASSED and APPROVED this the 5th day of March, 2002.
APPROVED:
By: & 6��
DAN COODY, yor
AI
yr Y,
` z Glier Woodruff, City Jerk
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NAME OF FILE: Ordinance No. 4374
CROSS REFERENCE:
03/05/02 Ordinance No. 4374
03/05/02 Contractual Agreement with Tele-Works, Inc. to purchase an automated
citizen information system.
02/ 12/02 Memo to Fayetteville City Council thru Mayor Coody, Gary Dumas,
General Services Director, from Sharon Crosson, Telecommunications
Manager, regarding a request for approval of bid waiver and contract
award to Tele-Works, Inc.
Appendix A (Tele-Works Overview and System Description)
Appendix B (Schematic ofACCeS Project)
Appendix C (Sole Source Information/Justification)
Appendix D (Project Pricing Summary)
Appendix E (Contract(s)
02/ 15/02 Copy of Purchase Requisition ($79,076.44)(Automated Citizen
Information System)
02/15/02 Copy of Purchase Requisition ($21 , 100.00)(2-Year Maintenance
Contract)
03/05/02 Staff Review Form
03/07/02 Memo to Sharon Crosson, Telecommunications Manager, from Heather
Woodruff, City Clerk
NOTES :
C
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CONTRACTUAL AGREEMENT
To Furnish Engineering. Consulting, Installation Services and Hardware and Software to
The City of Fayetteville
for
Tele-Works Voice Response Development for
Integrated Voice and Web Application
THIS AGREEMENT, made and entered into this - Loo;L
his - 002
between the City of Fayetteville,
hereinafter called the "City", and Tele-Works, lncorpo a d, hereinafter called the "Consultant" as
follows:
WHEREAS, the City wishes to suitably and responsibly implement an interactive telephone
and transactional web service which will allow citizens to interact with dynamic, data-driven web
services through standard touchtone telephones and PC/browsers: and
WHEREAS, the City desires to engage the Consultant to render the professional and
technical services (collectively referred to as "Services") and provide hardware, software and other
materials (collectively referred to as "Products") as described in this Agreement and the Consultant
is qualified and willing to perform such Services and provide such Products; and
WHEREAS, sufficient authority exists in law and sufficient funds have been budgeted for
these purposes and are available and other necessary approvals have been obtained;
NOW, THEREFORE, in consideration of the mutual understandings and agreements set
forth, the City and the Consultant agree as follows:
I. THE PROJECT
The Project consists of: Programming and Development fora Tele-Works Voice Response
Application which will reside at the City of Fayetteville to be made available to customers via the
telephone and web browser.
ll. CONSULTANTS RESPONSIBILITIES
The Consultant will perform Services and provide Products to include:
A. The professional and technical services and assistance; and
B. All necessary hardware, software, services and other materials
for the implementation of the public service described herein and as specified in Attachment A:
Scope of Work incorporated herein by reference.
III. CONSULTANT'S FEE & PAYMENT TERMS
As compensation for all Services and Products described in this Agreement, the Consultant
shall be paid a fee of $75, 150 which shall constitute full and complete payment for said Services,
Products, and other expenditures which may be made and expenses incurred, except as otherwise
expressly provided in this Agreement. Payment terms are associated with Project events as
detailed in Attachment B: ACIS/TVR Primary Task List and Timetable incorporated herein by
reference.
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Compensation will be paid to the Consultant according to the following terms:
• 35% upon Notice to Proceed/Contract Signing/at issuance of Purchase Order
• 55% upon Installation and Training
• 10% upon the earlier of Completion of the Consultant's responsibilities under this
Agreement or one-year from the date of the Agreement when the City fails to
perform its obligations in accordance with the timeline outlined in Attachment B.
IV. COMMENCEMENT & COMPLETION OF SERVICES
The Consultant understands and agrees that time is an essential requirement of this
Agreement. The Services and Products shall be completed and provided in accordance with the
task list and schedule detailed in Attachment B. In any event, afterthe Consultant receives notice to
proceed, any failing on the part of the City to adequately provide for responsibilities documented in
Attachment B that adversely affects the Project timeline or creates delays forthe Consultant and are
beyond the control of the Consultant, will not affect Project associated payment terms.
Neither party will be liable for any failure or delay in the performance of its obligations under
this Agreement (and the failure or delay will not be deemed a default of this Agreement or grounds
for termination) if both of the following conditions are satisfied: (1 ) the failure or delay could not have
been prevented by reasonable precautions, and cannot reasonably be circumvented by the
nonperforming party through the use of alternate sources, work-around plans, or other means; and
(2) the failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, elements
of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, court
order, or other circumstances beyond the nonperforming party's control (excluding acts of omissions
of the nonperforming party's vendors or subcontractors).
V. TERMINATION
A. This Agreement may be terminated by either party upon thirty (30) days prior written
notice to the other party in the event of a material default by the other party to fulfill its obligations
under this Agreement through no fault of the terminating party.
B. This Agreement may be terminated by the City for its convenience upon thirty (30) days
prior written notice to the Consultant.
C. In the event of termination as provided in this Article, the City shall pay the Consultant in
full for Services performed and Products up to and including the termination date and for Services
performed and Products provided from the date of notice of termination plus any Services or
Products the City deems necessary during the notice period. Said compensation shall be paid upon
the Consultant's delivering or otherwise making available to the City all data, schematics,
specifications, reports, estimates, summaries and such other information and materials (collectively
referred to as "Project Documentation") as may have been accumulated by the Consultant in
performing the Services or Products included in this Agreement, whether completed or in progress.
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VI. INSURANCE
During the course of the Project, the Consultant shall maintain Worker's Compensation
Insurance in accordance with the Worker's Compensation laws of the State of Virginia, and
Comprehensive General Liability of $4,000,000 aggregate/$2,000,000 per occurrence. The City will
be an additional insured under the Consultant's Comprehensive General Liability coverages. If
requested by the City, the Consultant shall provide proof of insurance with certificates, naming City
as additionally insured, of insurance to the City indicating compliance with this paragraph.
VII . EQUAL EMPLOYMENT OPPORTUNITY
In connection with the execution of this Agreement, the Consultant shall not discriminate
against any employee or applicant for employment because of race, religion, color, gender, sexual
orientation, national origin, or disability. Such actions shall include, but not be limited to the
following: employment; upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship.
VIII. PROHIBITED INTEREST
A. The Consultant agrees that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of its
responsibilities hereunder. The Consultant further agrees that in the performance of the Agreement,
no person having any such interests shall be employed.
B. No official or employee of the City shall have any interest, direct or indirect, in this
Agreement or the proceeds thereof.
IX. GENERAL PROVISIONS
A. Independent Contractor. In the performance of this Agreement, the Consultant shall act
as an independent contractor and not as agent of the City except to the extent the Consultant is
specifically authorized to act as agent of the City.
B. Books and Records. The Consultant's books and records with respect to the Services
and Products and reimbursable costs shall be kept in accordance with recognized accounting
principles and practices, consistently applied, and will be made available forthe City's inspection at
all reasonable times at the places where the same may be kept. The Consultant shall not be
required to retain such books and records for more than three (3) years after completion of the
Project.
C. Ownership of Proiect Documentation. All plans, schematics, specifications and the like
relating to the Project shall be the joint property of the City and Consultant. Upon completion of the
Project, or at such other time as the City may require, the Consultant shall deliver to the City any
Project Documentation and additional copies thereof as the City may request, correct as of the date
of the request or the completion of the Project.
D. Responsibility; Liabili .
1 . Professional Liability. The Consultant shall exercise in its completion of the
Project the standard of care normally exercised by nationally recognized businesses engaged in
performing comparable services. The Consultant shall be liable to the City for any loss, damages or
costs incurred by the City for the repair, replacement or correction of any part of the Project which is
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deficient or defective as a result of any failure of the Consultant to comply with this standard.
2. Indemnification. The Consultant shall indemnify and hold harmless the City and
its agents and employees from and against all claims, damages, losses and expenses, including but
not limited to attomeys' fees, arising out of or resulting from the performance of the Project, provided
that any such claim, damage, loss or expense (1 ) is attributable to bodily injury, sickness, disease or
death, or to injury to or destruction of tangible property (other than the Project itself) including the
loss of use resulting therefrom, and (2) is caused in whole or in part by any negligent act or omission
of the Consultant, any subcontractor of the Consultant, anyone directly or indirectly employed by any
of them or anyone for whose acts any of them maybe liable. Such obligation shall not be construed
to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would
otherwise exist as to any party or person described in this paragraph D.2.
In any and all claims against the City or any of its agents or employees by any employee of
the Consultant, any subcontractor of the Consultant, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable, the indemnification obligation under this
paragraph D.2 shall not be limited in any way by any limitation on the amount or type of damages,
compensation or benefits payable by or for the Consultant or any subcontractor under worker's
compensation acts, disability benefit acts or other employee benefit acts.
In the event it becomes necessary for the City to bring an action to enforce any provision of
this Agreement or to recover any damages the City may incur as a result of the breach of this
Agreement, including, but not limited to defective work, and the City prevails in such litigation, the
Consultant shall pay the City its reasonable attorney fees as determined by the Court.
E. Communications. All communications relating to the day-today activities for the Project
shall be exchanged between the respective Project representatives of the City and the Consultant
who will be designated by the parties promptly upon commencement of the Project.
All other written notices required or permitted hereunder shall be delivered personally to the
respective representatives of the City and the Consultant set forth below or shall be mailed by
certified mail, postage prepaid, return receipt requested, or a nationally recognized overnight courier
to the parties at their addresses shown herein. Notices hereunder shall be effective ten (10) days
after mailing.
F. Warran Consultant shall warrant its Services and Products and shall provide
maintenance as described in Attachment D: Warranty and Maintenance Agreement incorporated
herein by reference.
G. Assignment. The Consultant shall not assign this Agreement in whole or in part,
including the Consultant's right to receive compensation hereunder, without the priorwritten consent
of the City; provided, however, that such consent shall not be unreasonably withheld with respect to
assignments to the Consultant's affiliated or subsidiary companies, and provided, further, that any
such assignment shall not relieve the Consultant of any of its obligations under this Agreement.
This restriction on assignment includes, without limitation, assignment of the Consultant's right to
payment to its surety or lender.
H. Applicable Laws. This Agreement, and all questions concerning the execution, validity or
invalidity, capacity of the parties, and the performance of this Agreement, shall be interpreted in all
respects in accordance with the laws of the State of Arkansas.
I. Entire Agreement. This Agreement shall constitute the entire agreement between the
parties hereto and shall supersede all prior contracts, proposals, representations, negotiations and
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i letters of intent, whether written or oral, pertaining to the Services and Products of the Project.
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TELE-WORKS, INCORPORATED THE CITY FAYETTEVILLE
By:
Chris Schellhammer C0QAY
President 0
5baZ
Date Date
ADDRESS: ADDRESS:
210 Prices Fork Road, Suite C City of Fayetteville
P.O. Box M
Blacksburg, VA 24063-1027 Fayetteville, AR 72701
ATTEST: ATTEST:
µ 'l
(Print/Type Name & Title) (Print/Type Name & I itle) _
APPROVED AS TO LEGAL FORM
By
Title
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TELE-WORKS, INC: WARRANTY & MAINTENANCE AGREEMENT
DOLLAR AMOUNT: $ 20,000 START DATE: END DATE:
AGENCY NAME: The City of Fayetteville STATE: AR
This Warranty and Maintenance Agreement (Agreement) covers the following terms and conditions for a period of
one year from the time the products and services are first installed (Warranty) or for the contracted period defined
above (Maintenance).
Tele-Works, Incorporated, (Warrantor) 210 Prices Fork Road, Suite C, P.O. Box 663, Blacksburg, VA 24063,
warrants to the City of Fayetteville (Warrantee) that the products and services provided to the Warrantee pursuant
to any agreement for the Tele-Works Automated Citizens Information System (ACIS) and/or Tele-Works Voice
Response (TVR), to include all hardware and software, shall be free of defects, be in a merchantable condition,
and operate in conformance to industry standards for the type of goods and services provided. In the event of a
defect, malfunction, or other failure of the product not caused by any misuse or damage to the product while in the
possession of the Warrantee, or not caused by changes to database structure, technical configuration or
operations of the Warrantee, Warrantor shall repair or replace such product within a reasonable time of notice of
such problem, all at Warrantor's sole cost and expense. This warranty specifically covers parts, labor, and service.
1 . Warrantor will provide telephone technical support Monday-Friday from 8:30 am to 6:00 pm EST to diagnose
problems with the warranted system. Warrantor recognizes most Federal holidays.
2. Warrantor will replace defective components of the warranted system. If a complete system is necessary,
Warrantor will ship a replacement within 3 business days of receiving the streaming tape backup and damaged
system. Warrantor will provide these replacements at no cost to the Warrantee except where damage has
been caused by fire, flood, lightning or other catastrophic event, natural disaster, act of God, act of war or
terrorism, riot, civil disorder, rebellion or revolution, court order, or other circumstances beyond the Warrantor's
control. If the damage is the result of any of these listed causes, Warrantor responsibility will be limited to
temporary replacement of defective items (not to exceed 30 days) or permanent replacement at a charge to
the Warrantee not to exceed Warrantor's cost of the items including shipping and reimbursement for any travel
expenses incurred by Tele-Works employees.
3. The Warrantee is responsible for maintaining a current software/message backup using the streaming tape
drive provided with the system.
4. Warrantor will offer free services during the period of time covered by this Agreement that include but are not
limited to:
a) free access to the on-line Customer Service Center, including the Scriptwarem template library;
b) free Monthly Graphical Statistical Report and Evaluation;
c) 1 free day of retraining for system administrator(s) when Tele-Works staff is in the immediate locale.
5. Warrantor will provide discounted pricing of certain applications and services during the period of time covered
by this Agreement that includes but is not limited to:
a) 25% discount for pre-developed application programs and port expansions and a 50% discount for
recordings;
b) discounted labor rates for site visits and customized programming performed on a contract basis.
6. The maintenance amount extends the first year warranty period and is _% of the base market price, plus
any added applications. Applications purchased during any expiring year will result in an increase to the
annual maintenance cost at the next renewal.
For technical support to continue uninterrupted, this signed Agreement must be received along with payment or
Purchase O r prior to the expir tion of t .existing Agreement.
I, certify that The City Fayetteville
(Signature of Oc 1)
agrees to the terms described all
Tele-Works, In r o ted, X1y: /q1
Signature Kl VhyZQ/ 611
Date � 02
ATTACHMENT A
SCOPE OF WORK
PRODUCTS, SERVICES & OPTIONS SPECIFICATIONS LISTING FOR
THE CITY OF FAYETTEVILLE
4-PORT HARDWARE, ACTS, TVR, and E-PAYMENT SOFTWARE AND SERVICES
Introduction :
The Products and Services described below will allow citizens of the City of Fayetteville
("City") to access pre-recorded answers to frequently asked questions and general City
information via telephone, fax and the web. Additionally, the Products and Services will allow
citizens of the City to access departmental data hosts for interactive and transactional voice
and web services.
Section 1 : Tele-Works Telephony Platform Server and Enterprise Software
Section 2: Automated Citizen Information System ("ACIS") and Services
Section 3: Tele-Works Voice Response ("TVR") Application Development
Section 4: Utility Billing TVR Application Development
Section 5: Building Inspections TVR Application Development
Section 6: Services and Warranty
Invoices and deliverables are provided according to the accompanying Task List and
Timetable (Attachment B). As the entire scope of this project includes multiple departmental
and enterprise level solutions, application development and deliverables will be decided by
the City in cooperation with Tele-Works. Each application diagram for TVR Application
Development is subject to final approval by the City prior to application development.
Tele-Works will provide a one-year warranty on all parts and labor and extended warranty
(maintenance agreement) as described under Attachment D.
Tele-Works will provide complete installation and training associated with each aspect of this
Scope of Work.
Section 1 : Tele-Works Telephony Platform Server and Enterprise Software
Hardware:
The physical dimensions, operating environment and the exact specifications of the server
platform are described in Exhibit A. 1 . These specifications are subject to change to provide the
most up-to-date configuration for the City. The system shall operate in a normal office
environment, use standard telephone and network connections, and shall operate in a stand-
alone rack mountable or desktop chassis. The specified platform will be delivered with 4-Ports of
public access capacity. The specifications can be expanded as specified per the City's request
for additional access capacity and performance.
Software:
1 . Automated Citizens Information System ("ACIS") enterprise software version 4.x
allows:
Public access and interaction via touchtone telephones
• Fax documents to accompany the pre-recorded audio information
• Emergency Services Message function
• Statistical capabilities
• Expansion capabilities
• All required system administrator functions via
i. The platform workstation
ii. Standard touchtone telephones
iii. Fax machines
iv. Networked workstations (with pcAnywhere client)
2. Tele-Works Voice Response ("TVR") Software - 4-Port License allows callers on every
port of the system to interact with telephony compliant web applications, termed "TVR
Application" and specified under subsequent sections. The City is required to sign the
Tele-Works, Inc. License Agreement provided in Attachment C. TVR licensing provides
four (4) concurrent text-to-speech instances for which the City is required to sign the
DECtalk Text-to-Speech Software end user agreement provided in Attachment E. This
provides the Web-to-Voice functionality for any web-based information that is not
recorded in natural voice.
3. E-Payment Module — One user license allows e-Commerce and Payment Processing
capabilities for all transactional web applications, termed "TVR Application" and specified
under subsequent sections. This module is responsible for secure transactions, account
verification, and the authorization of payments from customer cardholder financial
institutions. Payment amounts will be reserved for the City upon authorization of
payment, and will be transferred in batch processes from cardholder accounts to the
City's Merchant Account(s). Simultaneously, upon verification and transaction
authorization, a confirmation or transaction number is provided to the customer.
Payment information will be routed back through the application to be posted to the
appropriate data host(s) as specified in the corresponding TVR application(s).
4. Print Capture — Converts any digital document into the proper digital fax format for the
ACIS. The document may then be moved over the City's network to the ACIS or copied
via diskette. Note: Includes 10 user licenses.
5. Call-Out — Performs Outbound Calling in either an Emergency situation or to survey
citizens.
6. Call Transfer — Allows the caller to transfer to an internal or external phone extension.
7. Fax Broadcast — Allows system administrators to create or import a directory of fax
numbers to transmit an outbound fax to an unlimited number of list members.
8. Enhanced CRM (e-CRM) — Allows caller to be prompted up to 9 times to leave specific
information concerning an issue or problem. The verbal response messages are
automatically converted into an email attachment and sent to the designated staff
member.