HomeMy WebLinkAboutresolution.council.006-21 RESOLUTION #006 (Series of 2021)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A PROPOSED CONTRACT BETWEEN THE
CITY OF ASPEN AND HEXAWARE TECHNOLOGIES LIMITED IN
SUPPORT OF THE ASPEN PITKIN COUNTY HOUSING AUTHORITY
(APCHA) HOMETREK SYSTEM, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE A FINAL CONTRACT ON BEHALF OF THE CITY
OF ASPEN, COLORADO.
WHEREAS, there has been submitted to City Council a proposed contract
between the City of Aspen and Hexaware Technologies Limited, which is
attached hereto as Exhibit "A";
NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO.
That the City Council of the City of Aspen hereby approves the Contract
with Hexaware Technologies Limited for annual maintenance and support of the
APCHA HomeTrek housing management system, a copy of which is attached
hereto, and does hereby authorize the City Manager to execute a final contract on
behalf of APCHA and the City of Aspen in substantially the form attached hereto,
subject to the approval of the City Manager and the City Attorney.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 121 day of January 2021.
Torre, Mayor
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held Ja a 12th, 2021.
Nicole Henning
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CITY OF ASPEN STANDARD FORM OF AGREEMENT v 2009 CITY OFASPEN
PROFESSIONAL SERVICES
City of Aspen Contract No.: 2020-096
AGREEMENT made as of 12th day of January,2021.
BETWEEN the City:
Contract Amount:
The City of Aspen
c/o Diane Foster, Interim APCHA Director Total: Not to exceed$100,000.00 in the first
year; renewable for up to 2 additional years at
APCHA Offices City discretion and in an amount determined by
210 E.Hyman the City.
Aspen,Colorado 81611
Phone: 970-920-5050
If this Agreement requires the City to pay
And Professional: an amount of money in excess of
$50,000.00 it shall not be deemed valid
exaware Technologies Limited until it has been approved by the City
Registered Office Address: Council of the City of Aspen.
Building# 152, City Council Approval:
Millennium Business Park, Sector- III, `
A' Block, TTC Industrial Area, Mahape, Date:_XX XX XXXX
Navi Mumbai-400710
Resolution No.:
For the Following Project:
Professional services for annual maintenance and support of the APCHA Hometrek system.
Exhibits appended and made a part of this Agreement:
Exhibit A: Scope of Work
Exhibit B: Fee and Expense Schedule
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The City and Professional(Hexaware)agree as set forth below.
1. Scone of Work. Professional shall perform in a competent and Professional manner the
Support and Minor and Major Tasks developed under the Statement of Work(SOW) set forth at Exhibit
A attached hereto and by this reference incorporated herein.
2. Completion: Standard of Performance. Professional is obligated to fulfill the Scope of
Work included in this contract.Professional shall commence Work-immediately upon receipt of a written
Notice to Proceed from the City and complete the Scope of Work as agreed to for Support services
and Minor and Major tasks developed under Exhibit A, and with Professional skill and care.All Work
pursuant to this Agreement shall be completed no later than December 31, 2021. This contract is
renewable for up to two (2) additional one-year terms, at the discretion of the City and in an amount
determined by the City,and at the hourly rates specified in Exhibit B.
Upon request of the City, Professional shall submit, for the City's approval, a schedule for the perfor-
mance of Professional's services which shall be adjusted as required as the annual support and
assistance proceeds,and which shall include allowances for periods of time required by the City's project
manager for review and approval of submissions and for approvals of authorities having jurisdiction over
the project.This schedule,when approved by the City,shall not,except for reasonable cause,be exceeded
by Professional.
Except as may otherwise be provided in the Scope of Work,the City shall have the right to promptly
test and inspect whether each deliverable due under the Scope of Work conforms to the requirements
of this Agreement in all material respects. If a Deliverable does not so conform, the City must give
Professional notice describing the non-conformity ("Rejection Notice"). The City will provide such
Notice within an agreed upon Test Period for each deliverable,the time period of which will be jointly
agreed to by the City and Professional for each deliverable. The City will in a timely manner
collaborate with Professional to establish an Extension to the Test Period should it be anticipated
that the originally agreed to Test Period will be insufficient for any reason. Professional shall not
unreasonably withhold such an Extension of a Test Period. Should no Extension of the Test Period
be requested by the City within the originally agreed to Test Period or a subsequent Extension of the
Test Period and should no Reject Notice be received by Professional from the City within the agreed
upon Test Period or a subsequent Extension Test Period, then the deliverable will be considered to
be accepted. A Request for Extension or a Rejection Notice shall be deemed to be delivered to
Professional at the date and time it is emailed from the City to Professional.
Upon receipt of a Rejection Notice, Professional will use commercially reasonable efforts to cause
the Deliverable to conform to the Specifications in all material respects.
The project timelines set forth in this Contract and any Support or Minor or Major Tasks assume that
the City and Professional will proceed with reasonable efforts to provide timely deliverables, and
provide timely and reasonable feedback, decision-making, access, resources and other such support
as may be needed to successfully complete the Scope of Work. Failure to provide such support, on
the part of either party,may impact the timing of the work.
Except as expressly set forth in this agreement,Professional disclaims all warranties,whether express,
implied or statutory. Professional will not be responsible for nonconformities arising from
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inaccurate, inauthentic or incomplete data or information provided by or through the City, or for
failures or delays arising from lack of cooperation. Professional disclaims all responsibility for the
provision, use and functionality of third-party services, software and products, including
salesforce.com.
Professional, as the prime contractor, warrants the quality and functionality of its work, including
configurations and customizations it performs as a part of this contract,for a period of 14 days beyond
their deployment in the HomeTrek production environment. Nothing in this paragraph shall be deemed
to excuse Professional from any liability or consequences due to negligence, from the requirements
in Section 4, or from the responsibility of any other section of this contract.
Professional shall be fully responsible for all acts and omissions of its subcontractors to the same extent
that Professional is responsible for the acts and omissions of persons directly employed by it.
The final deliverables to be provided by the Professional shall conform to the specifications
described in the Statement of Work including any Minor task agreements or Major task Work Orders
developed under that Statement of Work.
Where deliverables, including software functionality and security, are reported as not conforming to
the applicable specifications,the Professional shall correct all such non-conformances that are reported
to Professional within a period of thirty (30) days unless a different time period is mutually agreed
upon in writing by the City and the Professional.
3. Payment. In consideration of the work performed, City shall pay Professional for all work
performed. The fees for work performed by Professional and associated annual software licenses and
services shall not exceed those rates set forth in Exhibit B appended hereto.Except as otherwise mutually
agreed to by the parties the payments made to Professional shall not initially exceed the amount set forth
above. Professional shall submit, in timely fashion, invoices for work performed. The City shall review
such invoices and, if they are considered incorrect or untimely, the City shall review the matter with
Professional within ten(10)days from receipt of Professional's bill.
Professional shall provide detailed invoices to City for work completed. Invoices must include:
• Work hours and charges by role by day
• Brief description of the work in progress or accomplished
• Task Order Number, if applicable
Approved invoices shall be paid in net 30 days from the date received by the City.
4. Disputed Fees. In the event that City disputes, in good faith, any charges on an invoice, it
shall notify Hexaware Industries of such dispute within seven (7) business days of the receipt of the
respective invoice and the parties shall resolve the dispute in good faith within fourteen (14)
calendar days following City's notice to Hexaware thereof. The City shall hold back payment on
any disputed invoice until all issues are fully resolved.
5. Fund Availability. Financial obligations of the City payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted and otherwise made available.
If this Agreement contemplates the City utilizing state or federal funds to meet its obligations herein,
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this Agreement shall be contingent upon the availability of those funds for payment pursuant to the
terms of this Agreement.
6. Non-Assignability. Both parties recognize that this Agreement cannot be transferred, assigned,
or sublet by either party without prior written consent of the other, except to its wholly owned
subsidiaries. Subcontracting, if authorized, shall not relieve Professional of any of the responsibilities or
obligations under this Agreement. Professional shall be and remain solely responsible to the City for the
acts, errors, omissions or neglect of any subcontractors' officers, agents and employees., each of whom
shall, for this purpose be deemed to be an agent or employee of Professional to the extent of the
subcontract. The City shall not be obligated to pay or be liable for payment of any sums due which may
be due to any subcontractor.
Professional shall fully inform each of its permitted subcontractors hereunder of all of the provisions
and requirements of this Agreement relating to the work to be performed and/or the services or
materials to be furnished under such subcontract. Without limiting the generality of the foregoing,
Professional will not disclose any confidential information of the City to any third party subcontractor
unless and until such subcontractor has agreed in writing to protect the confidentiality of such
confidential information in a manner that is no less restrictive than that required of Professional under
this Agreement,and then only to the extent necessary for such subcontractor to perform the services
subcontracted to it.
7. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the
benefit of and be binding upon the City and Professional respectively and their agents,representatives,
employee, successors, assigns and legal representatives. Neither the City nor Professional shall have
the right to assign, transfer or sublet its interest or obligations hereunder without the written consent
of the other party. .
8. Third Parties, This Agreement does not and shall not be deemed or construed to confer
upon or grant to any third party or parties,except to parties to whom Professional or City may assign
this Agreement in accordance with the specific written permission, any right to claim damages or to
bring any suit,action or other proceeding against either the City or Professional because of any
breach hereof or because of any of the terms, covenants, agreements or conditions herein contained.
9. Termination of Professional Services Professional or the City may terminate Professional
Services component of this Agreement,without specifying the reason therefor,by giving notice of sixty
(60)days, in writing,addressed to the other party,specifying the effective date of the termination;
provided,however,that neither party will terminate this Agreement for breach without first giving the
other party thirty(30)days to cure the breach.Upon termination of the Agreement the City will
compensate Professional for fees earned up to the effective date of termination.Breach includes but may
not be limited to negligence,major defects,or repeated moderate defects.
Upon any termination,all finished or unfinished deliverables specified in the Scope of Work(such as
documents,data, studies, surveys,drawings,maps,models,photographs,reports or other material
prepared by Professional pursuant to this Agreement)shall become the property of the City and subject
to receipt of all payments under this Agreement and shall be returned to the City or made available to
the City to easily retrieve. Professional may store,but not use or share,the City data in its system for a
period of up to twelve (12)months.
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The parties agree that on the termination of the provision of the services, Professional shall, at the
choice of the City, return all the personal data transferred including any data storage media supplied
to Professional, and the copies thereof to the City or shall destroy all the personal data and certify to
the City that it has done so, unless legislation imposed upon Professional prevents it from returning
or destroying all or part of the personal data transferred. In that case, Professional warrants that it
will guarantee the confidentiality of the personal data transferred and will not actively process the
personal data transferred anymore.
In the event of termination prior to completion of Minor or Major Tasks, fees will be paid for work
completed to date, up to the point of termination.
10. Independent Contractor Status. It is expressly acknowledged and understood by the parties
that nothing contained in this agreement shall result in or be construed as establishing an employment
relationship. Professional shall be,and shall perform as,an independent Contractor who agrees to use
his or her best efforts to provide the said services on behalf of the City. No agent,employee,or servant
of Professional shall be,or shall be deemed to be,the employee,agent or servant of the City. City is
interested only in the results obtained under this contract. The manner and means of conducting the
work are under the sole control of Professional. None of the benefits provided by City to its employees
including,but not limited to,workers'compensation insurance and unemployment insurance,are
available from City to the employees,agents or servants of Professional. Professional shall be solely
and entirely responsible for its acts and for the acts of Professional's agents,employees,servants and
subcontractors during the performance of this contract. Professional shall indemnify City against all
liability and loss in connection with,and shall assume full responsibility for payment of all federal, state
and local taxes or contributions imposed or required under unemployment insurance, social security and
income tax law,with respect to Professional and/or Professional's employees engaged in the
performance of the services agreed to herein.
11. Indemnification and Liability Limits. Professional agrees to indemnify and hold harmless the
City, its officers and employees from and against all liability, claims, and demands arising from bodily
injury,personal injury, sickness,disease,death,or tangible property loss or damage,to the extent and for
an amount represented by the degree or percentage of such injury, loss, or damage is caused in whole or
in part by,or is claimed to be caused in whole or in part by,gross negligence or willful misconduct of the
Professional, any subcontractor of the Professional, or any officer, employee, representative, or agent
of the Professional or of any subcontractor of the Professional, or which arises out of any workmen's
compensation claim of any employee of the Professional or of any employee of any subcontractor of the
Professional. If it is determined by the final judgment of a court of competent jurisdiction that such
injury, loss, or damage was caused in whole or in part by the act, omission, or other fault of the City, its
officers, or its employees, the City shall reimburse the Professional for the portion of the judgment
attributable to such act, omission, or other fault of the City, its officers, or employees.
Notwithstanding any provision in this Agreement to the contrary, to the fullest extent permitted by
applicable law,(a)in no event shall either party be liable under this Agreement for special,consequential,
incidental, indirect, punitive or exemplary damages, including any lost data, lost profits or costs of
procurement of substitute goods or services or downtime costs, regardless of whether such damages are
foreseeable or a party has been advised of the possibility of such damages and notwithstanding any failure
of the essential purpose of this Agreement;and(b)professional's aggregate liability on all claims of any
kind arising out of this Agreement,whether based on contract,warranty,tort,strict liability or otherwise,
shall in no event exceed the sum of all fees paid during the twelve (12)months immediately preceding
Thl greement ro esstonal eryices age
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liability and whether based on contract or tort or any other theory of law to professional under the
applicable SOW as of the date of the cause of action; provided, however, that neither party's liability
shall be limited with respect to personal injury, tangible property damage or claims or losses premised
on such party's gross negligence or willful misconduct.
City's Indemnification
To the extent allowed by law, City shall indemnify, defend and hold harmless the Professional and its
directors, officers, employees, agents, Affiliates and subsidiaries against and from all losses,judgments,
damages, claims, liabilities, costs or expenses (including without limitation, reasonable attorneys' fees and
expenses)that may at any time be incurred by any of them:
a) relating to bodily injury,death or real or tangible personal property damage(excluding software,
data and related documentation)resulting from City or City agents' willful misconduct or gross
negligence;and
b) in connection with infringement of any third-party rights caused by any of the inputs/materials
provided by City or breach of any other terms of this Agreement.
c) any breach of confidentiality provisions under this Agreement
12. Professional's Insurance.
(a) Professional agrees to procure and maintain, at its own expense, a policy or policies of
insurance sufficient to insure against all liability, claims, demands, and other obligations of
Professional pursuant to Section 14 below (Completeness of Agreement). Such insurance shall
be in addition to any other insurance requirements imposed by this contract or by law.
Professional shall not be relieved of any liability, claims, demands, or other obligations assumed
pursuant to Section 11 (Indemnification) above by reason of its failure to procure or maintain
insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts,
duration,or types.
(b) Professional shall procure and maintain and shall cause any subcontractor of Professional
to procure and maintain,the minimum insurance coverages listed below. Such coverages shall be
procured and maintained with reputed insurers/ reinsurers. All coverages shall be continuously
maintained to cover all liability,claims, demands,and other obligations of Professional pursuant
to Section 11 (Indemnification) above. In the case of any claims-made policy, the necessary
retroactive dates and extended reporting periods shall be procured to maintain such continuous
coverage.
(i) Workers' Compensation insurance (only applicable for the service performed in
US) to cover obligations imposed by applicable laws for any employee engaged
in the performance of work under this' contract, and Employers' Liability
insurance(only applicable for the service performed in US)with minimum limits
of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00)for each accident,
FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) - policy limit, and
FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - each
employee. Evidence of qualified self-insured status may be substituted for the
Workers' Compensation requirements of this paragraph.
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(ii) Commercial General Liability insurance with minimum combined single limits of
ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION
DOLLARS ($1,000,000.00) aggregate. The policy shall be applicable to all premises
and operations. The policy shall include coverage for bodily injury, broad form property
damage (including completed operations), personal injury (including coverage for
contractual and employee acts), blanket contractual, independent contractors, products,
and completed operations.The policy shall contain a severability of interests provision.
(iii) Comprehensive Automobile Liability insurance (only applicable for the service
performed in US) with minimum combined single limits for bodily injury and property
damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence
and ONE MILLION DOLLARS ($1,000,000.00) aggregate with respect to each
of the Scope of Work. The policy shall contain a severability of interests provision. If
Professional has no owned automobiles,the requirements of this Section shall be met by
each employee of Professional providing services to the City under this contract.
(iv) Professional Liability insurance with the minimum limits of ONE MILLION
DOLLARS ($1,000,000) each claim and ONE MILLION DOLLARS ($1,000,000)
aggregate.
(c) The policy or policies required above (except for Workers Compensation, Employer's
Liability and Professional Liability) shall be endorsed to include the City and the City's officers
and employees as additional insureds. Every policy required above shall be primary insurance,
and any insurance carried by the City, its officers or employees,or carried by or provided through
any insurance pool of the City, shall be excess and not contributory insurance to that provided by
Professional. No additional insured endorsement to the policy required above shall contain any
exclusion for bodily injury or property damage arising from completed operations. Professional
shall be solely responsible for any deductible losses under any policy required above.
(d) The certificate of insurance provided to the City shall be completed by Professional's
insurance agent as evidence that policies providing the required coverages, conditions, and
minimum limits are in full force and effect, that Professional confirm that the coverages
afforded under the policies shall not be canceled, terminated or materially changed until at least
thirty(30)days prior written notice has been given to the City.
(e) Failure on the part of Professional to procure or maintain policies providing the required
coverages, conditions, and minimum limits shall constitute a material breach of contract upon
which after providing 15 days prior notice to Professional, City may at its discretion procure or
renew any such policy or any extended reporting period thereto and may pay any and all
premiums in connection therewith,and all monies so paid by City shall be repaid by Professional
to City upon demand, or City may offset the cost of the premiums against monies due to
Professional from City.
(f) The parties hereto understand and agree that City is relying on, and does not waive or intend
to waive by any provision of this contract, the monetary limitations (presently $350,000.00 per
person and $990,000 per occurrence) or any other rights, immunities, and protections provided
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by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time
to time amended,or otherwise available to City,its officers,or its employees.
13. Cm's Insurance. The parties hereto understand that the City is a member of the Colorado
Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Proper-
ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk
Management Department and are available to Professional for inspection during normal business hours.
City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City
shall provide Professional reasonable notice of any changes in its membership or participation in CIRSA.
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14. Completeness of Agreement. It is expressly agreed that this agreement contains the entire
undertaking of the parties relevant to the subject matter thereof and there are no verbal or written
representations,agreements,warranties or promises pertaining to the project matter thereof not expressly
incorporated in this writing. If any of the provisions of this Agreement shall be held invalid, illegal or
unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision.
15. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate as
a waiver of any subsequent breach of the same or any other term.No term,covenant,or condition of this
Agreement can be waived except by the written consent of the City, and forbearance or indulgence by
the City in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be
performed by Professional to which the same may apply and,until complete performance by Professional
of said term, covenant or condition, the City shall be entitled to invoke any remedy available to it under
this Agreement or by law despite any such forbearance or indulgence.
16. Integration and Modification
This written Agreement along with the Exhibits shall constitute the contract between the parties and
supersedes or incorporates any prior written and oral agreements of the parties.
The parties acknowledge and understand that there are no conditions or limitations to this understanding
except those as contained herein at the time of the execution hereof and that after execution no alteration,
change or modification shall be made except upon a writing signed by the parties.
Modifications to the Statement of Work shall be mutually agreed upon in writing between the parties
and will be governed by the terms and conditions of this Agreement. Changes in scope will include
modifications to the Statement of Work and any applicable milestone payments, with the exception of
clarifications of the details of the scope,or substantially equal substitutions.
Professional shall not be obligated to provide the work required by a change in the Statement of Work
until such time as a change order is agreed to in writing by both Professional and the City. Any work
outside the scope of the agreement and done so prior to the mutual agreement in writing of a change order
is done at Professional's sole expense. Minor changes associated with the finalization and clarification
of requirements as occurs during the design phase of the project will not result in additional expense to
the City,nor will substantially equal substitutions.
17. Notice. Any written notices as called for herein may be hand delivered or mailed by certified
mail return receipt requested to the respective persons and/or addresses listed herein:
Hexaware
Attn: Ayesha Nair
Address: Bldg.#152,Millennium Business Park
Sector-III,A Block
TTC Industrial Area
Mahape Navi Mumbai 400710
Email: ayeshan@hexaware.com
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City of Aspen
Attn: Diane Foster,Interim APCHA Director
Address: APCHA Offices
210 E. Hyman
Aspen,CO 81611
Email: diane.foster@cityofaspen.com
18. Illegal Aliens—CRS 8-17.5-101 & 24-76.5-101.
(a) Purpose. During the 2006 Colorado legislative session, the Legislature passed House
Bills 06-1343 (subsequently amended by HB 07-1073) and 06-1023 that added new statutes
relating to the employment of and contracting with illegal aliens. These new laws prohibit all
state agencies and political subdivisions, including the City of Aspen, from knowingly hiring
an illegal alien to perform work under a contract,or to knowingly contract with a subcontractor
who knowingly hires with an illegal alien to perform work under the contract. The new laws
also require that all contracts for services include certain specific language as set forth in the
statutes. The following terms and conditions have been designed to comply with the
requirements of this new law.
(b) Definitions. The following terms are defined in the new law and by this reference are
incorporated herein and in any contract for services entered into with the City of Aspen.
"Basic Pilot Program"means the basic pilot employment verification program created
in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156,
108th Congress, as amended,that is administered by the United States Department of
Homeland Security.
"Public Contract for Services"means this Agreement.
"Services" means the furnishing of labor, time, or effort by a Contractor or a
subcontractor not involving the delivery of a specific end product other than reports
that are merely incidental to the required performance.
(c) By signing this document,Professional certifies and represents that at this time:
(i) Professional shall confirm the employment eligibility of all employees who are
newly hired for employment in the United States; and
(ii)Professional has participated or attempted to participate in the Basic Pilot
Program in order to verify that new employees are not illegal aliens.
(d) Professional hereby confirms that:
(i) Professional shall not knowingly employ or contract new employees without
confirming the employment eligibility of all such employees hired for employment in
the United States under the Public Contract for Services.
(ii) Professional shall not enter into a contract with a subcontractor that fails to
confirm to Professional that the subcontractor shall not knowingly hire new
employees without confirming their employment eligibility for employment in the
United States under the Public Contract for Services.
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(iii) Professional has verified or has attempted to verify through participation in
the Federal Basic Pilot Program that Professional does not employ any new
employees who are not eligible for employment in the United States;and if Professional
has not been accepted into the Federal Basic Pilot Program prior to entering into the
Public Contract for Services, Professional shall forthwith apply to participate in the
Federal Basic Pilot Program and shall in writing verify such application within five (5)
days of the date of the Public Contract. Professional shall continue to apply to
participate in the Federal Basic Pilot Program and shall in writing verify same every
three(3)calendar months thereafter,until Professional is accepted or the public contract
for services has been completed,whichever is earlier.The requirements of this section
shall not be required or effective if the Federal Basic Pilot Program is discontinued.
(iv) Professional shall not use the Basic Pilot Program procedures to undertake
pre-employment screening of job applicants while the Public Contract for Services is
being performed.
(v) If Professional obtains actual knowledge that a subcontractor performing work
under the Public Contract for Services knowingly employs or contracts with a new
employee who is an illegal alien, Professional shall:
(1) Notify such subcontractor and the City of Aspen within three days that
Professional has actual knowledge that the subcontractor has newly employed
or contracted with an illegal alien; and
(2) Terminate the subcontract with the subcontractor if within three days
of receiving the notice required pursuant to this section the subcontractor does
not cease employing or contracting with the new employee who is an illegal
alien; except that Professional shall not terminate the Public Contract for
Services with the subcontractor if during such three days the subcontractor
provides information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien.
(vi) Professional shall comply with any reasonable request by the Colorado
Department of Labor and Employment made in the course of an investigation that the
Colorado Department of Labor and Employment undertakes or is undertaking
pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S.
(vii) If Professional violates any provision of the Public Contract for Services
pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City of Aspen
may terminate the Public Contract for Services. If the Public Contract for Services is
so terminated, Contractor shall be liable for actual and consequential damages to the
City of Aspen arising out of Professional's violation of Subsection 8-17.5-102, C.R.S.
19. Confidentiality and Pro ri a JRights. The terms of confidentiality as specified in Part 3,
Sections 1 and 2 of Exhibit B apply, in addition the terms below apply:
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Certain information furnished or disclosed by Professional or the City (the "Disclosing Party")to the
other (the "Receiving Party") in connection with the performance of their respective obligations
under this Agreement may contain or reflect confidential information with respect to the disclosing
party. "Confidential Information" means all information disclosed by the Disclosing Party to the
Receiving Party under this Agreement that is clearly marked or otherwise clearly designated as
"confidential" or that is or should reasonably be understood by the Receiving Party to be
confidential. The Disclosing Party's Confidential Information shall not include any information
that: (i) is or becomes part of the public domain through no act or omission of the other party; (ii) the
Receiving Party can demonstrate was in its lawful possession prior to the disclosure and had not
been obtained by it either directly or indirectly from the Disclosing Party; (iii)the Receiving Party can
demonstrate was independently developed by the Receiving Party without access to the party's
Confidential Information; or (iv) the Receiving Party can demonstrate was received from a third
party without breach of any confidentiality obligation.
To the extent permitted by public disclosure laws, the Receiving Party agrees to hold the Disclosing
Party's Confidential Information in strict confidence, not to disclose such Confidential Information
to third parties not authorized by the Disclosing Party to receive such Confidential Information, and
not to use such Confidential Information for any purpose except to perform its obligations under this
Agreement. The foregoing prohibition on disclosure of Confidential Information shall not apply to
the extent Confidential Information is required to be disclosed by the Receiving Party as a matter of
law or by order of a court, provided that: (i) the Receiving Party uses reasonable efforts to provide
the Disclosing Party with prior notice of such obligation to disclose to allow the Disclosing Party to
obtaining a protective order from such disclosure; and (ii) the Receiving Party only discloses that
portion of Confidential Information which it reasonably believes, based on the advice of counsel, is
required to be disclosed.
Nothing contained in this Agreement shall restrict either party from the use of any general ideas,
concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in
the unaided mental impressions of such party's personnel relating to the Services which either party,
individually or jointly,develops or discloses under this Agreement("Residual Knowledge");provided,
however, that in doing so such party does not (a) infringe the intellectual property rights of the other
party or third parties who have licensed or provided materials to the other party, or (b) breach its
confidentiality obligations under this Agreement.
20. Technical Sunnort and Personnel
(a) Representative: Professional and City shall each appoint appropriate representatives to deal with
operational services and transitions as may be necessary for the purpose of implementing this
Agreement.
(b) Personnel. Professional shall recruit and maintain personnel (i) adequately trained and skilled to
perform its obligations under this Agreement and (ii) possessing at least such training, knowledge
and experience as is regarded as industry standard in the provision of the tasks to which they are
assigned. The City reserves the right to request new personnel at any point during the project at
Professional expense. Professional shall bear the cost to train and/or familiarize new personnel
regardless of the circumstances for having to do so.
21. Professional's Responsibilities
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• To appoint suitable Project Manager(s)and team of consultants as required for the contract.
• To adhere to the time schedules,quality expectations and budget specified.
• To obtain necessary sign-off/acceptances from the City.
• To report the ongoing status of the project to the City.
• To define standards and procedures to be used
• To effectively communicate requirements and standards to the technical team
• To assure the technical team accurately and efficiently codes/customizes the system
• To assure that solutions meet performance and other requirements of the Salesforce product
and any other product used in development
• To assure that deliverables are ready for user testing prior to sending them to the City
• To resolve bugs and issues in a timely manner, per the parameters of Section 2 of this
agreement
• To maintain historic versions(where applicable)
• To deliver a fully functional reliable repairs and enhancements to the HomeTrek system
25. APCHA's Responsibilities
• To identify and depute suitable person(s)for co-ordination with Professional.
• To provide information to Professional pertaining to City organization, procedures, and
existing systems wherever applicable.
• To provide necessary tools/facilities to Professional where mutually agreed upon.
• To inform Professional immediately about any factors possibly affecting the scope of the
project or its successful implementation.
• To protect Professional proprietary information if applicable
• To prepare the acceptance plan and perform acceptance testing
• To communicate testing success or rejection in a timely manner, per the parameters of
Section 2 of this agreement
26. Joint Responsibilities
• To conduct joint reviews of the project at the mutually agreed stages.
• To co-operate and ensure timely, free flow of information
• Additional joint responsibilities as specified in Exhibit A, Statement of Work, particularly
with respect to communication and project management
27. System and Network Securit;. Access.Software and Tools
(a) Security Procedures and practices
Professional is required to implement and maintain security procedures and practices that protect
City owned data and personal identifying information (PII) from unauthorized access, use,
modification, disclosure, or destruction. Professional shall use industry-standard best practices
and up to date security tools,technologies and procedures to protect such data and PII.Professional
shall prevent the transfer of malicious software that could infect City computers, systems, or
networks to City computers via the connection from the Professional's system.
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Professional represents that its security measures do,and will at all times,comply with any security
requirements outlined in Section 28 below. At its discretion, the City may require additional
specific security measures to protect its data, network access, software and tools. Professional
agrees to comply with all such provisions in the course of its work.
(b) Data Security Breaches and Reporting Procedures
The City is required by Colorado Statutes (CRS 6-1-716) to notify its residents of a Data
Security Breach involving their personal identifying information. Professional is under a strict
obligation to notify the City of a Data Security Breach within 24 hours of the Professional
becoming aware of a possible breach of their systems. In the event of a breach the.Professional
is required to provide those details that are known about the breach to the City. Such details
include, but are not limited to the following:
• How the breach was stopped and access to the system removed.
• The date and time, estimated date and time, or estimated date range of the security
breach;
• A description of all the information that was acquired or potentially acquired as part of
the security breach;
• What format the information would have been in and how likely would it be that
information could become readable by whomever perpetrated the breach.
The Professional's requirement for notifying the City is not to be delayed in order to complete a
forensics investigation or because further research might be needed. Additional information that
may be developed later will be shared with the City as it becomes available. The Professional
agrees to provide any reasonable assistance as is required by the City to facilitate the handling of
any Data Security Breach in an expeditious and compliant manner. The Professional will
provide the City a remediation plan for repair of the system, mitigation of any known
vulnerabilities, and prevention of future beaches.
In the event of a Data Security Breach at City's location, City will alert the Professional about
the incident within 24 hours of the City becoming aware of the breach. The City will work with
the Professional to determine if any additional security controls are to be implemented.
This provision does not preclude the City from seeking a remedy via court in the State of
Colorado.
(c) Resolution of disputes regarding Personal Data
In the event of a dispute or claim concerning the processing of Personal Data against either or both
parties,the Parties will inform each other about any such disputes or claims and will cooperate with
a view to settling them amicably in a timely fashion.
The Parties agree to respond to any generally available non-binding mediation procedure
initiated by either of the parties. If they do participate in the proceedings, the parties may elect to
do so remotely(such as by telephone or other electronic means).The Parties also agree to consider
participating in any other arbitration, mediation or other dispute resolution proceedings developed
for data protection disputes.
Each Party shall abide by a decision of a competent court in the State of Colorado.
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28. Warms Generally, Professional warrants that a) all work performed in connection with the
agreement was performed in a competent, Professional and workmanlike manner, and of industry
standard quality; b) all work performed and all deliverables comply with applicable laws; c) all work
performed and all deliverables were provided in accordance with and confirm in all materials respects to
all specifications and requirements set forth in this agreement and any associated Change Orders; and
that d) all deliverables will perform as expected individually and as a total system. Professional agrees
to complete all testing needed to verify accurate and complete functioning.
29. Accentance Criteria
The Professional warrants that the work completed under this contract will meet the Acceptance
Criteria below. These criteria will be used by the City to guide its decision-making regarding
whether to reject deliverables, including software functionality and security, but may not be the only
basis upon which rejection occurs. The acceptance criteria include:
Successful (error-free)execution of all functional test cases developed for acceptance testing.
• Successful (defect-free)completion of all agreed-upon requirements as mutually agreed upon
• System response times that are reasonable, such that time-out or other errors are avoided and
significant delays in processing do not otherwise occur.
• Successful passing of system security tests, as initiated by or requested by the City.
• Successful passing of tests related to individual user permissions and security.
• System stability, as reflected by consistent performance and results over time
The intention of the above Acceptance Criteria is to more specifically capture the attributes of a
system that is functioning without defects as the Professional builds and integrates new functionality.
30. General Terms.
a. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status,
affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or
religion shall be made in the employment of persons to perform services under this contract.
Professional agrees to meet all of the requirements of City's municipal code, Section 15.04.570,
pertaining to non-discrimination in employment.
b. Warranties Against Contingent Fees, Gratuities,Kickbacks and Conflicts of Interest.
L Professional warrants that no person or selling agency has been employed or retained
to solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by Professional for the purpose
of securing business.
ii. Professional agrees not to give any employee of the City a gratuity or any offer of
employment in connection with any decision, approval, disapproval,
recommendation, preparation of any part of a program requirement or a purchase
request, influencing the content of any specification or procurement standard,rendering
advice, investigation, auditing, or in any other advisory capacity in any proceeding or
application, request for ruling, determination, claim or controversy, or other particular
matter, pertaining to this Agreement, or to any solicitation or proposal therefore.
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iii. In addition to other remedies it may have for breach of the prohibitions against
contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the
right to:
1. Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a Professional, contractor
or subcontractor under City contracts;
3. Deduct from the contract price or consideration, or otherwise recover, the
value of anything transferred or received by Professional; and
4. Recover such value from the offending parties.
c. Mediation: Prior to pursuing other legal remedies (i), all disputes shall be submitted to non- .
binding mediation by written notice given by either Party to the other Party. Except as
otherwise expressly provided herein, the mediation process will be conducted under the
American Arbitration Association's(the"AAA")Commercial Arbitration Rules and Mediation
Procedures (including Procedures for Large, Complex Commercial Disputes) (collectively the
"AAA Rules"). If the Parties cannot agree on a mediator, a mediator will be designated by the
AAA at the request of a Party. The mediation shall be conducted in Colorado. The mediation
will be treated as a settlement discussion and therefore will be confidential. The mediator may
not testify for either Party in any later proceeding relating to the dispute. No recording or
transcript shall be made of the mediation proceedings. Each Party will bear its own costs in
the mediation. The fees and expenses of the mediator will be shared equally by the Parties.
d. Governing Law. This Agreement shall be governed by the laws of the State of Colorado as
from time to time in effect. Venue is agreed to be exclusively in the courts of Pitkin County,
Colorado.
e. Taxes, VAT, & Service Tax. Professional and the City shall each bear sole responsibility for
all US taxes, assessments, and other real property-related levies or property taxes on its owned
property. The City shall be responsible for Service tax, GST, or Value Added Tax or similar
taxes applicable on the sale of services or goods.
f. Non-Solicitation: Each party agrees that during the term of this Agreement and for a period
of one year thereafter, it will not and will procure that its Affiliate will not directly or indirectly,
either on its own account or in conjunction with or on behalf of any other person, hire solicit
or endeavor to entice.away from the other party any person who, during the term of this
Agreement has been an officer,manager,employee, agent or consultant of the other party.
31. Records to be Kent by Professional, Professional shall make available to the City if
requested,true and complete records,which support billing statements,reports,deliverables,performance
and all other related documentation to this agreement (the Documentation). The City's authorized
representatives shall have access, at any time during reasonable hours and with reasonable advance
notice,to all records that are deemed appropriate to auditing the Documentation at Professional's offices
or via email and without expense to the City related to copying or document access. The Consultant
agrees that it will keep and preserve for at least seven (7) years all documents related to the Agreement
which are routinely prepared, collected or compiled by Professional during the performance of this
Agreement.
32. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions
of this Agreement,the prevailing party shall be entitled to its costs and reasonable attorney's fees.
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33. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual
efforts of the parties hereto and the parties agree that no construction shall be made or presumption
shall arise for or against either party based on any alleged unequal status of the parties in the
negotiation, review or drafting of the Agreement.
34. Certification Regarding Debarment. Suspension. lnefigibifilX. and Voluntary Exclusion.
Professional certifies, by acceptance of this Agreement, that neither it nor its principals is presently
debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from
participation in any transaction with.a Federal or State department or agency. It further certifies that
prior to submitting its Bid that it did include this clause without modification in all lower tier
transactions, solicitations, proposals, contracts and subcontracts. In the event that Professional or
any lower tier participant was unable to certify to the statement, an explanation was attached to this
agreement and was determined by the City to be satisfactory to the City.
35. Electronic Signatures and Electronic Records,
This Agreement and any amendments hereto may be executed in several counterparts, each of which
shall be deemed an original, and all of which together shall constitute one agreement binding on the
Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart.
Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of
Work, and any other documents requiring a signature hereunder, may be signed electronically in the
manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of
the Agreement solely because it is in electronic form or because an electronic record was used in its
formation. The Parties agree not to object to the admissibility of the Agreement in the form of an
electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing
an electronic signature, on the grounds that it is an electronic record or electronic signature or that it
is not in its original form or is not an original.
36. Execution of Agreement bXC_itTv.
This Agreement shall be binding upon all parties hereto and their respective heirs, executors,
administrators, successors, and assigns. Notwithstanding anything to the contrary contained herein, this
Agreement shall not be binding upon the City unless duly executed by the City Manager of the City of
Aspen(or a duly authorized official in her absence).
37. Authorized Representative. The undersigned representative of Hexaware Industries, as an
inducement to the City to execute this Agreement,represents that he/she is an authorized representative
of Professional for the purposes of executing this Agreement and that he/she has full and complete
authority to enter into this Agreement for the terms and conditions specified herein.
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IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly
authorized officials, this Agreement of which shall be deemed an original on the date first written
above.
CITY OF ASPEN COLORADO: PR L:
F7 G.o [ ",i
[ igna ure le moo [Signature]
Sara Ott
By: By: Ayesha Nair
[Name] [Name]
Title: City Manager Title: Legal Counsel
1/13/2021 1 2:03:20 PM PST 1/2/2021 1 7:49:21 PM PST
Date: Date:
Approved as to form:
bn
City Attorney's Office
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Exhibit A. Statement of Work for Annual Professional Services
From Hexaware for the HomeTrek System
(contract number 2020-096)
Executive Summary
This SOW confirms the understanding between APCHA and Hexaware with respect to providing detailed
design, development,Quality Assurance and Salesforce Administration services for HomeTrek application
support.
The term of this SOW is effective as of February 01st,2021 until Dec 31st,2021,unless terminated earlier
in accordance with the terms and conditions of the Master Services Agreement.
It includes all work requested of Hexaware by the Director of APCHA(the Director)or their delegated
representative(the Representative),for fixing bugs that may become known during use of the system,
outside of the Warranty Period,and for new or enhanced functionality not covered by the original
project contract and its amendments.
Scope
Duration- First 3 Months—
Start Date—Feb 01st,2021, End Date—Apr 30th,2021
This scope of work includes tasks classified by Hexaware as L2 and L3:
• Application Maintenance,Support for HomeTrek Salesforce application
• L2 includes support for business requests, incidents,and user management enhancements
requiring 40 hours or less of time individually
• L3 includes resolving technical and integration bugs and minor enhancements requiring 40
hours or less of time individually
• This includes testing support and deployment of changes done by Hexaware to production.
• Critical items handled within the 6:00 am Mountain Standard Time to 10:00 am Mountain
Standard Time service availability window.
• Four(4) on-call critical requests can be initiated and handled for the hours from 10:00 am
Mountain Standard Time to 06:00 pm Mountain Standard Time.
Duration-8 Months—
Start Date—May 01st,2021,End Date—Dec 31st,2021
This scope of work includes tasks classified by Hexaware as L2 and L3:
• Application Maintenance,Support for HomTrek Salesforce application
• L2 includes support for business requests, incidents, and user management enhancements
requiring 40 hours or less of time individually
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• L3 includes resolving technical and, integration bugs and minor enhancements requiring 40
hours or less of time individually
• This includes testing support and deployment of changes done by Hexaware to production.
• Critical items handled within the 6:00 am Mountain Standard Time to 10:00 am Mountain
Standard Time service availability window.
• Four(4) on-call critical requests can be initiated and handled for the hours from 10:00 am
Mountain Standard Time to 06:00 pm Mountain Standard Time during the period from May
0151,2021 to December 3111,2021.
Scope Exclusion
• 240 support,weekend support.
• Any bug,enhancement requiring more than 40 hours of development
• Development of any application other than Salesforce
• Data cleansing of any legacy data
• Preparation and execution of UAT test cases and test data
• Organization Change Management&Communication
Assumptions
• All deliverables will be in English
• Bugs or defects in the Salesforce software products. If any Salesforce platform related
software bugs or defects are encountered during the project,Hexaware will provide a suitable
work around,if possible. Hexaware will assist in the technical documentation which needs to
be shared with Salesforce to get issue resolved, and will communicate/interface with
Salesforce on behalf of APCHA to work on any support tickets or cases created
• Any additional cost for the AppExchange, third party products required for this project will
betaken up by APCHA
• Upon notification by Hexaware that updates have been deployed in the test environment:
APCHA will promptly perform sprint testing and UAT and shall provide findings of such testing
to Hexaware.
• APCHA shall provide Hexaware with read only access to the Production environment to
investigate and troubleshoot identified issues.
• . APCHA to address all software license procurement and cost
• All the time spent by the consultants on tasks required for the project i.e.; meetings,
requirements discussions, Analysis, Documentation, Phone calls, Emails, any reports will be
charged to the project.
• Project costs estimated in this SOW are based on Hexaware offshore consultant and rate. If
APCHA asks Hexaware for onsite consultant, the same will be estimated, mutually discussed
with APCHA and charged accordingly.
• APCHA will notify Hexaware of its acceptance and/or rejection of the deliverables/services
within five (5) business days after deployment of the solution to the test environment, and
subsequently, within five (5) business days after deployment of the solution to the
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production environment,failing which the same shall be deemed accepted by the Customer."
In the event the Customer is unable to provide acceptance or rejection within 5 days, the
Customer can extend the deliverable review time by informing Hexaware in writing within
the 5 day period that more time is needed.
• The average 10 hours per week of efforts for the first 3 months will not include the on call
support hours for critical requests from 10 am Mountain Standard Time to 06:00 pm
Mountain Standard Time
Task Approach
No tasks can be started under this SOW without first:
1. APCHA receiving a level of effort estimate(LOE)from Hexaware,to include the time and cost of
the request;
2. Hexaware obtaining written permission to proceed from the APCHA Director or Representative,
following the protocols specified below
APCHA will bring issues with existing functionality or requests for new/enhanced functionality to
Hexaware for the initial development of an LOE. If necessary,Hexaware will request clarifications prior
to developing the LOE.
Minor and Major Tasks
A minor task is defined as one that has an LOE estimate of 10 or fewer hours of effort. The LOE
estimate,as well as the agreement to proceed,can be communicated in writing via email or other
recorded method as agreed to mutually to by the Hexaware Project Manager and the Director or
Representative. Hexaware and APCHA will develop and agree to use a method for tracking time and
funding committed to minor tasks.
A major task is defined as one that is estimated in the LOE to take more than 10 hours of effort and up
to 40 hours of effort for an individual requirement or mutually agreed upon set of requirements. For
major tasks,a work order form,using the Work Order Template included in this SOW,must be
completed and signed by both parties. Major tasks may include one or more related or unrelated
subtasks,at the discretion of the Director or Representative and as mutually agreed to by Hexaware.
Hexaware and APCHA will develop and agree to use a method for tracking time and funding committed
to major tasks. Electronic signatures are acceptable.
Tasks that take more than 40 hours are out of scope. A separate contract is required for such tasks,so
that a higher level of resource commitment and tailored skills can more readily be brought to bear.
Sprints
To the extent feasible,work under this SOW shall be organized into sprints,and a sprint schedule
developed. This may not be necessary,however,for one-off minor tasks. Sprints shall include the
following components:
1. Requirements elaboration
2. Hexaware development
3. Hexaware QA/testing
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4. APCHA QA/testing
S. Bug fixes by Hexaware that are outside of the Warranty Period
6. APCHA QA/verification
If necessary,additional iterations to fix bugs will be included.
Accuracy of Work
Accuracy of work is paramount so that time,effort and cost for APCHA and Hexaware are reasonable.
This means that:
✓ LOE estimates should be carefully developed. Once agreed upon,the LOE estimate cannot be
exceeded without written permission from APCHA. Repeated underestimates of LOEs by Hexaware
may result in requests for different staff, negotiations to reduce per hour payments,or other steps
to keep LOE costs in keeping with the estimates provided,up to and including dismissal of the
vendor and termination of this contract.
✓ Hexaware testing should be thorough. Functionality should not be released for APCHA to test until
after Hexaware has verified that the functionality is working as intended
✓ Testing instructions to staff should be complete and accurate. Testing documentation provided by
Hexaware for APCHA should be easy to understand,correct and complete.
In addition:
✓ The Professional,as the Salesforce expert,will take steps to make sure it understands requirements
and the cost and system implications of meeting such requirements before starting work
✓ The Professional will put in place appropriate protocols such that new major errors and/or repeated
repairs of the same problem do not occur as the system is modified,and, if they occur,such
errors/bugs are not pushed to production
✓ Proposed solutions are sufficiently tested by the Professional to understand whether they are
working,prior to presenting them to APCHA for testing
✓ Solutions developed by the Professional will work with minor to no bugs when initially presented to
APCHA for testing,and can be debugged by the Professional without major redesign
Work Order Template
The following work order template must be completed prior to starting for all major tasks.This work
order template may be used for as many additional project tasks as City and Professional agree will be
performed under the terms,conditions,and rate of pay in this Agreement.
Each work order will include the following components:
WORK ORDER NUMBER: number.year
PART 1.0 DESCRIPTION OF NEED(to be completed by APCHA)
• Description of gap(s)/bug(s)to be addressed or enhancement(s)requested
• Description of steps taken to produce the error(s),if applicable
• Priority level assigned(critical, high, medium,low)
PART 2.0 SCOPE OF SERVICES
• Description of how the vendor will complete the task(s)
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• Sprint Numberand Schedule
• Professional's responsibilities
• APCHA responsibilities
PART 3.0 PROFESSIONAL'S LOE ESTIMATE
• Hours and resources to be used
• Total estimated fee, including hourly rates by resource
PART 6.0 BUDGET STATUS
• Unencumbered budget prior to work order completion
• Unencumbered budget after completion of the work order
PART 7.0 SIGNATURES
• Signature of authorized persons from both APCHA and Hexaware
So long as mutually agreed upon,a single Work Order may include multiple tasks.
No Work Order shall be binding or enforceable unless and until it has been properly executed by both
the APCHA and the Professional,including signatures.
SERVICE LEVELS
Service Response Times
Hexaware staff and will respond to all initial requests within the schedule below in Table 1. APCHA may
initiate requests via phone or email,or other notification system as mutually agreed upon by APCHA and
the Professional. In the case there is a dispute about the Severity/Priority of an item,APCHA and
Hexaware will mutually make the final decision on the level of Severity/Priority.The below schedule
applicable to Hexaware will be based on the start date and time of the assignment of request to
Hexaware by APCHA and not from the created Datetime.The calculations will be based on the Hexaware
offshore business hours availability.
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1
1—Critical Immediate 8 Business Hours System down*or a critical defect inhibiting the majority of
users from performing key tasks,with no workarounds.
2—High Within 1 2 Business Days Important defect that significantly impacts performance of
Business Day a large number of users,but a workaround exists. OR
Acritical defect inhibiting a small numberof users from
performing key tasks with no workarounds.
3-Medium Within 2 10 Business Days to Enhancement that improves usability'forthe majority of
Business Days develop LOE users or a non-critical defect.
4—Low Within 5 15 Business Days to Enhancement that improves usability for a small set of
Business Days develop LOE users or is cosmetic in nature.
Configuration changes.
*System down issues should also be logged with Salesforce.
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EXHIBIT B. FEE SCHEDULE
Rates and Staffing
The following resources will be made available,as needed,at the hourly rates below:
s'r any yy, y 11 �s w/�Wy �f
Eezf a, ..��,b.. ��5.+/`�aE7",5 ,'M. M �` •:SSi. R�E',a'.t
Project Manager 35 135
Solution Architect 45 145
Business Analyst 35 140
Salesforce Consultant 35135
Salesforce Developer 30 130
These rates will change every year starting from January OV,2022 with an increase of 5%in rates as
adjustment of COLA.
Only offshore resources are included in this contract. However, Hexaware commits to provide, in
addition, management oversight, training and internal support from resources involved with the original
project team (regardless of where those resources may be located) as needed to the extent possible
provided the consultant is part of Hexaware organization.
This contract has a not to exceed amount,and rates will be charged on a times and materials basis only,
with the following exception:
Until 3 months(12 weeks)after Phase 2 warranty,the following will apply:
• Hexaware will provide an average of 10 hours of support per week,at a rate of$35
per hour.The on-call support for critical requests will be over and above the 10
hours of support per week
• The City will pay for minimum 40 hours of support per month
• Time not used in a week can be carried forward to subsequent weeks,except that
any services not used by the end of the month will still be charged,such that the
Professional is paid for a minimum of 40 hours of services per month
• Hexaware will provide the on-call support for Critical requests after 10 am Mountain
Standard Time at a rate of$45 per hour.The on-call support hours will not be part
of the 10 hours of support per week.
After the end of the 3 month after Phase-2 warranty,all charges will be time and materials only,and as
reflected in minor task agreements and major task work orders. The anticipated average burn rate per
month after the first three months post go-live is approximately$2,800-5,600 per month. However,the
actual burn rate by be lower or higher in a given month, based on agreed up minor and major tasks.
Monthly reporting of hours and funding consumed will be provided to APCHA. Invoice content will
follow the direction provided in the Professional Services Agreement attached as a part of this contract.
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