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2003-077ORDINANCE NO. AN ORDINANCE AWARDING A CONTRACT FOR THE PURCHASE OF SERVICES, SOFTWARE, HARDWARE, AND ANNUAL MAINTENANCE FOR THE INSTALLATION, CONFIGURATION, AND SUPPORT OF AN IP-TELEPHONY BASED INTEGRATED CONTACT DISTRIBUTION SOLUTION AS AWARDED BY THE STATE OF TEXAS BUILDING AND PROCUREMENT COMMISSION THROUGH THE QUALIFIED INFORMATION SERVICE VENDOR (QISV) CATALOGUE PROGRAM; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE (FILE 2961 TO SPANLINK COMMUNICATIONS, INC. IN THE AMOUNT OF $114,560). WHEREAS, the City Council of the City of Denton has heretofore adopted Resolution 92- 019 pursuant to Section 2157.067 of the Texas Government Code and Sections 271.082 and 271.083 of the Texas Local Government Code which authorizes the City to participate in the State Purchasing Building and Procurement Commission's Qualified Information Service Vendor Catalogue Purchase Method provided for in Subchapter B of Chapter 2157 of the Texas Government Code (the "QISV Catalogue"); and WHEREAS, the herein described vendor is a qualified vendor in the QISV Catalogue and the contract authorized by this ordinance is in the best interests of the City and complies with the requirements of Subchapter B of Chapter 2157 of the Texas Government Code as a QISV Catalogue purchase; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following file for materials, equipment, supplies, or services, shown in the File 2961 listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 2961 Spanlink Communications, Inc. $114,560 SECTION 2. By the acceptance and approval of the above numbered items set forth in the File 2961, the City accepts the offer of the persons submitting the bids to the Building and Procurement Commission for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Building and Procurement Commission, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in File 2961 wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the Building and Procurement Commission, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the General Services Commission, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the above numbered items set forth in the File 2961, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this a~ day of 4-,2003. EULYNE BR OR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ~ APPR ED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: 3-ORD-File 2961 r ' PROFESSIONAL SERVICES AGREEMENT FOR SPANLINK COMMUNICATIONS, INC. STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT is made and entered into as of the day of 2003, by and between the City of Denton, Texas, a Texas municipal cor oration, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and Spanlink Communications, Inc., 7125 Northland Terrace, Suite 100, Minneapolis, MN 55428, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT OWNER hereby contracts with CONSULTANT, as an independent contractor, and CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with high professional standards customarily obtained for such services in the State of Texas. OWNER seeks to replace its existing TDM-based ACD with an EP-based contact center solution, to successfully deploy and support contact centers for the City of Denton Customer Service department with 17 agents and 3 supervisors, and for the Solid Waste Customer Relations department with 5 agents and 1 supervisor. The solution is required to meet all functional requirements set forth in Appendix B. ARTICLE II SCOPE OF SERVICES CONSULTANT shall perform the following services in a professional manner: A. CONSULTANT shall perform all those services set forth in the proposal attached as Appendix A, in a manner which accomplishes the functional requirements of Appendix B with maximum efficiency and ease of use to the end user, while minimizing the cost of operation. 3 til~a Spanlink Professional Services Agreement (drafted 02-19-03) Page 1 of 11 B. CONSULTANT shall perform all those services set forth in individual task orders which shall be attached to this Agreement and made a part hereof for all purposes as separate agreements. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, are described as follows: A. Assisting OWNER or contractor in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT, and upon issue of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services. 2. "Direct Non-Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar I.v incidental expenses in connection with that assignment. 2 2 Spanlink Professional Services Agreement (drafted 02-19-03) Page 2 of 11 T B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay a fixed price of One Hundred Fourteen Thousand, Five Hundred Sixty Dollars ($114,560). C. Partial payments to CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designate; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. OWNER may withhold the final five percent (5%) of the contract amount until completion of the Project. Nothing contained in this Article shall require OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designate, or which is not submitted in compliance with the terms of this Agreement. OWNER shall not be required to make any payments to CONSULTANT when CONSULTANT is in default under this Agreement, or if OWNER has provided CONSULTANT with a written notice of dissatisfaction. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services," without obtaining prior written authorization from the OWNER. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. 103 In the event the OWNER uses any of the information or materials developed pursuant to this 1 K Spanlink Professional Services Agreement (drafted 02-19-03) Page 3 of 11 Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. Notwithstanding the above, each party is and shall remain the owner of all right, title and interest in and to such party's proprietary materials, and all copies thereof, and in and to all of the related trade secrets, copyrights, patents and all other proprietary rights. Neither party shall obtain any right or license in and to the other party's proprietary materials. CONSULTANT is hereby placed on notice that OWNER is a governmental entity subject to the Texas Public Information Act (Tex. Gov't Code §552.001 et seq.), which may compel release of documents in a fashion not contemplated by this Agreement. In the event that any request for documents encompasses materials which OWNER reasonably believes may be protected by one or more of CONSULTANT's claimed intellectual property rights, OWNER shall endeavor to notify CONSULTANT of the request, and it shall thereafter be the sole responsibility of CONSULTANT to take whatever legal measures are necessary or appropriate to the protection of those materials. It shall further be CONSULTANT's responsibility to clearly identify all such documents for which it claims such intellectual property rights. ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE IX INDEMNITY AGREEMENT CONSULTANT shall indemnify and save and hold harmless OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. CONSULTANT shall indemnify, defend and hold harmless OWNER from and against any claims, including reasonable legal fees and expenses, based upon infringement of any United States copyright trademark or patent by the Software or any other System component. OWNER agrees to notify CONSULTANT of any such claim promptly in writing. OWNER agrees to cooperate fully with CONSULTANT during such proceedings. CONSULTANT shall defend and settle at its sole expense all proceedings arising out of the foregoing, and shall reimburse within thirty (30) days of submittal by OWNER any attorney fees paid by OWNER in defending against such claims. In the event of such infringement, CONSULTANT may replace, in whole ,3 or in part, Software or any other System component with a substantially compatible and ti~ Spanlink Professional Services Agreement (drafted 02-19-03) Page 4 of 11 functionally equivalent product, or modify the Software or System component to avoid the infringement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE X WARRANTIES A. Warranty of Title. CONTRACTOR warrants that it holds title and/or copyright to all Software and its associated MODULES licensed and delivered pursuant to this Agreement, or in the event that any licenses to the Software are held by a third party, that a license sufficient to secure OWNER's expected use of the Software will be transferred to OWNER. B. Application Software Warranty. CONTRACTOR warrants that its Software will perform free of defects that would prevent the System from operating in the manner described in the Contract documents and any other related user documentation for the version installed. This Warranty shall commence upon date of acceptance by OWNER of the System. C. System Function Warranty. . CONTRACTOR further warrants that the installed system will perform all functions listed within the Functional Requirements attached as Exhibit B, in a manner which maximizes efficiency and ease of use to persons using the system. This Warranty shall commence upon date of acceptance by OWNER of the System. D. Date Calculation Warranty. CONTRACTOR warrants that each hardware, software, and firmware product delivered under this Agreement shall, as a system, be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the product documentation provided by CONTRACTOR, provided that all other interfaces (e.g., hardware, software, firmware) used in combination with such product properly exchange date data with it. Notwithstanding any provision to the contrary, the remedies available to OWNER under this warranty shall include repair or replacement of any CONTRACTOR-supplied product whose non-compliance is discovered and made known to CONTRACTOR in writing. Nothing in this warranty shall be construed to limit any rights or remedies OWNER may otherwise have under the Agreement with respect to defects other than Year 2000 performance. 2~ e ~a 2 Spanlink Professional Services Agreement (drafted 02-19-03) Page 5 of 11 ARTICLE XI INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE XII ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may include the other party to the disagreement without the other's approval. ARTICLE XIII TERMINATION OF AGREEMENT 5 y~,o A. Notwithstanding any other provision of this Agreement, either party may terminate by 1 giving thirty (30) days advance written notice to the other party. Spanlink Professional Services Agreement (drafted 02-19-03) Page 6 of 11 B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XIV RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: To CONSULTANT: To OWNER: Spanlink Communications, Inc., City of Denton 7125 Northland Terrace, Suite 100, City Manager ti'v Minneapolis, MN 55428 215 East McKinney Spanlink Professional Services Agreement (drafted 02.19-03) Page 7 of 11 Attn: Sales Contracts Denton, Texas 76201 Attn: Glenn Pfullman, Technology Services All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XVI ENTIRE AGREEMENT This Agreement, consisting of eleven (11) pages and two exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVII SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVIII COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE XIX DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XX PERSONNEL; NON-SOLICITATION A. The CONSULTANT represents that it has or will secure, at its own expense, all I y3 personnel required to perform all the services required under this Agreement. Such q~ Spanlink Professional Services Agreement (drafted 02-19-03) Page 8 of 11 personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. C. During the term of this Agreement and for a period of one (1) year following termination of this Agreement, neither party shall make an offer of employment to, nor enter into a consulting relationship with, any person who was employed by the other party at any time during the preceding one (1) year period. The terms of this Article XIX shall survive any termination of this Agreement. ARTICLE XXI ASSIGNABILITY CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of OWNER. ARTICLE XXII MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXIII MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A Consultant's Proposed Scope of Services. Exhibit B List of Functional Requirements B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONSULTANT ~ bl involving transactions relating to this Agreement. CONSULTANT agrees that OWNER ro 1Spanlink Professional Services Agreement (drafted 02-19-03) P~ Page 9 of 1 shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the urpose of this Agreement, the project manager shall be NLl 5 > I q On 41w# 4e,65,~, However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. H. Each party shall be excused from performance under this Agreement, and shall have no liability to the other party or for any period it is prevented from performing any of its obligations, in whole or in part, as a result of delays caused by the other party or by an act of God, war, civil disturbance, court order, third party performance or nonperformance, strikes, work stoppages or other cause beyond its reasonable control, and such nonperformance shall not be a default under this Agreement. Notwithstanding the foregoing, if any of the above-enumerated circumstances prevent, hinder or delay performance of either party's obligations hereunder for more than thirty (30) calendar days, the party not prevented from performing may, at its option, terminate this Agreement without liability or penalty as of a date specified by such party in a written notice of termination to the other party. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULT has executed this Agreement through its duly authorized undersigned officer on this the oZ day of Wd,~_01_, 2003. 1ti Spanlink Professional Services Agreement (drafted 02-19-03) Page 10 of CITY OF DENTON, TEXAS MICHAEL A. CONDUFF, ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ~IIL(f(x(%VCu t G~/~t//L, CONSULTANT ' G z SPANLINK COMMUNIC IONS, WITNESS: BY: e~ ~~03 Spanlink Professional Services Agreement (drafted 02-19-03) Page 11 of 11 APPROVED AS TO LEGAL FORM: SPANIL INK C A M'M N N I C A I 1 0 N 5 Statement of Work Content r 44 Appendix A This SOW consists of this signature page and the following sections that are incorporated in this SOW by this reference: 1. Executive Overview 2. Solution Description 3. Project Methodology 4. Responsibilities of the Parties 5. Change Management Process 6. Estimated Cost for Professional Services T Cost for Software, Hardware and Maintenance Spanlink Communications, Proprietary and Confidential August 19, 2002 Rev. 10 Page 1 Denton, Texas is a Main Street City that tops a triangle formed by itself, Ft. Worth and Dallas. This area is traditionally referred to as the Golden Triangle. Established in 1857, Denton is the county seat of Denton County, and was named for John B. Denton. Denton is the proud home of two public Universities; Texas Woman's University and the University of North Texas, the 3rd largest university in the State of Texas, with a combined enrollment of approximately 40,000 students. The City of Denton seeks to replace their existing TDM-based ACD with an IP-based contact center solution. This Statement of Work (SOW) shows how a Cisco Integrated Contact Distribution. (ICD) solution, in combination with Spanlink's professional services, can meet the requirements set forth by the City of Denton. This Statement of Work includes the services, software, hardware, and annual maintenance required to successfully deploy and support a contact center for the City of Denton with 17 agents and 3 supervisors in the Customer Service department and 5 agents and 1 supervisor in the Solid Waste Customer Relations department. As a Statement of Work, the goal of this document is to capture the nature and scope of the proposed development, rather than to be precise in all its details and architectural design. As a part of this project, Spanlink Communications will work with the City of Denton to develop and document a detailed specification, call flows and project plan: Spanlink is pleased to have this opportunity to work with the City of Denton and looks forward to a lasting, successful business relationship.. Under Texas law, 10 TAC Secs. 199.101 - 199.116, Spanlink Communications is a Qualy?ed Systems Information Vendor (QISi9 with vendor id 1411618845000. 2.1. Customer Environment Implementation will take place in City of Denton's facilities located in Denton, TX. 2.1.1. General Quantities 2.2. 2.2.1. Agent/Supervisor Desktop Cisco Supervisor Desktop will be configured with the following features: • Display real-time contact center statistics. • Real-time voice monitoring.. • On-demand recording for Supervisors and Agents. • Agent & Supervisor minimum desktop requirements: Operating System • Windows 95/98/XP Professional • Windows 2000 Professional, Service Pack 2 or greater • Windows NT, Service Pack 6a or greater Hardware • 233 MHz Pentium II processor • 32 MB RAM (Windows 95/98) • 64 MB RAM (Windows NT) • 16 MB free hard disk space • NIC supporting Ethernet 2 Spanlink Communications, Proprietary and Confidential August 19, 2002 Rev. 10 Page 3 Solution Functionality IP-ICD ENHANCED STATEMENT • AB - 020819 SPANIL INS C 0 MU n i 1 0 M s 2.2.2. Out of Scope Cisco Agent Desktop will not be configured with the following features: • Computer Telephony Integration (CTI) Screen-pop automation. • Media Termination. Spanlink Communications, Proprietary and Confidential August 19, 2002 Rev. 10 Page 4 1P-1CD ENHANCED STATEMENT • WORK C 020819 SPANIL INK l . C 0 M M U N I C A 7 1 0 N S 2.3. Solution Diagram ICD Cisco Supewisor Desktop ICE Cisco Agent Deskop A L7? - IP'fEI.EpH01VY ICS 7754 (C®II;Manager) Ci6~A'6R7rlb ArcfifwoNVra fol +Vplaa;y!ttlou qna... MC57835: tnten!a[aa'oerar CRS360. IP-ICD 3.0 CM 3:0 BACKUP MCSJ835 ER53'.0: IP-ICD 3.0 QM 3.6 Spanlink Communications, Proprietary and Confidential August 19, 2002 Rev. 10 Page 5 • ENHANCED STATEMENT • WORK AB - 020819 SPANLINK C 0 AI M U N I C A r 1 0 N S - 3. Project Methodology Spanlink uses a phased approach for solution deployments, including Discovery, Design, Development and Deployment. At the end of the IP-ICD implementation, Spanlink and Customer will sign off on an acceptance document. 3.1. Professional Services Spanlink will provide the following Professional Services for the Cisco IP-ICD solution on a time and material basis. All requests for Spanlink Professional Services and post-installation technical support must pass through a Spanlink project manager. Spanlink reserves the right to appoint the point of contact as needed. reporting. Application Consulting also includes the actual writing and configuration of IP-ICD system components. 3.1.1. Service Hours Spanlink service hours are as follows: T '110 On-Site Installation Monday through Friday Spanlink-observed Daily Confidential August I9,2002Rev. 10 Page 6 Spanlink Coaanunica0ons, Proprietary and Con I G I,. Project Management A single point of contact for you who will track the project, from implementation to testing, through hand-off to support. Application Consulting Work with Customer to define requirements for architecture, call routing, agent skill definition, agent workflows, IVR queuing and overall system Implementation and - Installation of hardware and software, integration, and testing of the various Integration components, based on specifications and requirements determined through analysis. Customization Custom services for IVR Application development, e-Notification Services and custom reporting, If required. - Consulting Monday through Friday Spanlink-observed Hourly/ Project Management 8:00 A.M. to 5:00 P.M. CST/CDT holidays Daily Customization Remote Installation 8:00 A.M. to 5:00 P.M. local time holidays Requested Post-Installation Monday through Friday Spanlink-observed Hourly Technical Support E:00 A.M. to 5:00 P.M. CST/CDT holidays 3.2. Discovery & Design Discovery & Design has two primary goals. The first is to establish the project plan and related details, and the second is to define and/or verify the business and technical requirements of the solution. The Customer is required to "sign off' on the solution design before Installation begins. 3.2.1. Discovery Deliverables Spanlink will deliver the following during this phase: • Kickoff presentation. • Project status form. • Change control document. • Project plan. • Deployment guide. • Software and hardware order review. • Network naming and addressing. • Business requirements document. • Visio call flow diagram(s). • Test case scenarios. 3.3. Installation, Integration and Testing Spanlink will perform the following as part of this phase: • Integrate the IP-ICD server to the Customer network. • Install software, including Win2000 Server and other third-party software. • Install and configure IP-ICD software, including ACD and IVR components. • Integrate IP-ICD server with Customer LAN and CallManager cluster. • Configure call flows, agents and skill group definitions. • Use the test plan developed during project planning to verify installation and configuration of the hardware and software and to test specific functionality and document the system configuration before turning the system over to the Customer. 3.4. Mentoring and Go-live It is anticipated that Spanlink engineers will be on-site for no more than five business days (one week). During this time, Spanlink will provide Mentoring and Go-live support. Included in this are the following: • Mentor the administrator(s) on call handling, agent/supervisor definitions, IP-IVR scripting as it pertains to their environment. • Mentor a two supervisors on Supervisor Desktop functionality. • Be on-site for go-live support to transition to a production environment. Spsnlink Communications, Proprietary and Conadwtial August 19, 2002 Rev. 10 Page 7 IP-ICD ENHANCED STATEMENT • WORK AB - 020819 SPaN LINK C 0 M M O N I C A t 1 0 N S 3.5. Project Completion The Project will be deemed complete at the completion of either of the following milestones: • Completion of the Test Plan. • The system has been live for 30 calendar days. Note: Technical issues outside of this Statement of Work are the responsibility of the Customer and shall not impact product delivery or payment. Spanlink Communications, Pmprietmy and Confidential August 19, 2002 Rev. 10 Page 8 The Spanlink project manager and deployment team will work directly with the Customer project manager and other project members in order to provide the deliverables identified in this Statement of Work. This section delineates the major responsibilities of each party. 4.1. Spanlink Responsibilities 4.1.1. Project Management The Spanlink project manager will: • Provide a single point of contact designated as the Spanlink project manager for all project support issues and designating a back up when the primary contact is unavailable. • Deliver solution and deliverables defined in this document. • Track project milestones and expectations as outlined in the project plan. • Provide status updates identifying accomplishments, upcoming tasks, and outstanding issues. • Attend scheduled customer status meetings by conference call to discuss project installation, testing and issues. • In the rare event the Project Manager assigned to the Customer has a leave of absence, a backup Project Manager will be assigned to the project and the customer will be notified as far in advance as possible. In the event of an emergency, the Customer will be notified within one business day of the change of Project Management responsibilities. 4.1.2. Installation, Integration and Testing The Spanlink deployment team will: • Develop an installation schedule in coordination with the Customer and Spanlink Communications. • Procure, install and provide basic configuration for all Cisco software required for the Cisco IP-ICD solution. • Perform necessary integration to Customer-provided networks and agent desktops. • Complete the installation and test plan. • Perform on-site duties as assigned in the project plan. On-site resources will be made available to the Customer, at the Customer's request, as those resources are available depending upon previous committed project schedules will allow. • IP Telephony, including Ca1lManager, IP Telephones, and data network components are being provided by another Cisco certified partner. Spanlink will work with this partner to integrate the contact center applications with the IP Telephony solution. Spanlink Communications, Proprietary and Confidential August 19, 2002 Rev. 10 Page 9 PAN11 INfl C :0 N A 7 1 0 N S 4.2. Customer Responsibilities 4.2.1. Pre-installation Requirements In order for Spanlink to provide the deliverables required and minimize cost, Spanlink requires the Customer address the items in this section prior to Spanlink's arrival at the Customer site. Parties agree that failure to meet these requirements shall result in an adjustment in the pricing provided herein, and shall be managed through the Change Management Process specified in Section S. This Statement of Work requires the following: • Customer will procure (from Spanlink) all related hardware and software products relative to the project. • Customer is responsible for the physical installation and testing of IP-ICD-related hardware, including racking, power, and LAN connectivity. • Customer will ensure LAN/WAN is in place and properly architected and tested to handle 1P-ICD voice/data traffic and features. Spanlink will work with Customer or Cisco partner to provide specifications. • Customer will provide Spanlink engineers remote access to IP-ICD components, via direct dial for 12 weeks from project kickoff date. • Customer will ensure that system administrator attends Cisco Systems training courses for Cisco products in this SOW. The attendee shall be the person who will be responsible for day-to-day operation of the IP-ICD system, including troubleshooting, adds/moves/changes, etc. At a minimum, this training shall include: INCD Administration 3 days 1, Spanlink • Spanlink will certify all solution hardware components prior to on-site installation. 4.2.2. Throughout the Project The Customer will: Designate a person to whom all Spanlink Communications may be addressed and who has the authority to act on all aspects of the project. Such person shall be identified as the Customer project manager and shall designate a backup for when the primary Customer project manager is not available. Provide adequate workspace for all Spanlink project personnel, reasonable access to customer facilities, and remote access, if needed, during the project. Provide subject matter experts (SMEs) when required by Spanlink project personnel and/or project activities. Spanlink Communications, Proprietary and Confidential August 19, 2002 Rev. 10 Page 10 SPANIL INK C.0 M M 0 N I C A t 1 0 N 5 4.2.3. Respond within five (5) business days to Spanlink's request for information required for the project. Notify the Spanlink project manager of any schedule changes at least three (3) business days prior to the scheduled activity. Schedule changes and/or cancellations made after this 3-day window shall be subject to Spanlink's cancellation/re-visit charge. Installation, Integration and Testing The Customer will: • Provide network physical and logical schematics, when requested by Spanlink. • Provide required system configurations, as determined by Spanlink project manager, within two (2) weeks before the commencement of the project. • Provide required information such as existing call center call flows, agent extension and login information, and existing carrier network and traffic information. • Coordinate the delivery and configuration of all equipment not provided by Spanlink. • Install and verify the operation of all external communications hardware, software, and network equipment not provided by Spanlink as defined by the SOW. • With Forsythe, ensure that all prerequisite hardware, software, network and connectivity configurations are acquired, properly licensed and available in the development and test environment in support of the activities under this SOW; including, but not limited to, all Cisco IP Telephony components. • Provide the appropriate SMEs who can support the configuration and connectivity to the local area network/wide area network/database/content servers in order that the services included in this SOW can be delivered. • Coordinate the technical support resources for the connectivity of these systems in conjunction with Spanlink Communications project personnel. • Ensure that any Customer-provided hardware is certified for IP-ICD software component implementation and must be at least equivalent to the Cisco Systems recommended hardware configurations or better. • Support any database interface or database applications that are outside the scope of this SOW. • Verify the accuracy, correctness and the functionality of the information content of any applications that may interface with the Cisco components, such as any information residing in other legacy applications, Web applications, and databases. • Support any business process changes, and/or operational and procedural changes as the result of this project. • Retain the responsibility for any impact to business operations as the result of the consolidation activities. • Acquire any required Veritas client licenses for backup of the IP-ICD solution. • Shared public file server location for the storage of Cisco Agent Desktop and Cisco Supervisor Desktop configuration files. Spanlink Communications, Proprietary and Confidential August 19, 2002 Rev. 10 Page 11 In the event that it may become necessary to amend this Statement of Work, this change management process shall apply. 5.1. Types of Change Changes to the project may be made for reasons including, but not limited to, the following: • Scope of work. • Specifications of the deliverables. . Non-functioning or non-availability of materials that is beyond either party's control. • Non-availability of resources that is beyond either party's control. • Environmental or architectural impediments not previously identified. 5.2. Change Initiation Either party of the project, Spanlink or the Customer, may initiate a change by completing the project's Change Request form. The initiator gives the Change Request to the Spanlink and Customer project managers to review and process. 5.3. Change Review and Approval The Customer project manager and the Spanlink project manager are responsible for: • Tracking the change requests. • Evaluating the changes: • Negotiating what the final changes will be. • Obtaining the appropriate approvals for each change. • Adding changes to the Statement(s) of Work. • Implementing changes approved by both parties. The Customer project manager is responsible for obtaining budgetary approval, if needed, for the change. 5.4. Conflict of Terns and Conditions Whenever there is a conflict between the terms and conditions set forth in a fully executed Change Request and those set forth in the original project, or previous fully executed Change Request, the terms and conditions of the most recent fully executed Change Request shall prevail. Spanlink Communications, Proprietary and Confidential August 19, 2002 Rev. 10 Page 12 SPA NIL INK C 0 M M 0.N I C A 1 1 0 N S ~w 1 6. Estimated Cost for Professional Services Spanlink Communications, Inc. will provide Professional Services on a fixed-price basis. If change of scope occurs and additional hours or days are required to complete the project, services shall be provided at the rates specified in section 6.2. Travel and reasonable living expenses will be billed on an actual cost basis with a not-to-exceed. clause. 6.1. Professional Services Estimate Services have been divided to show the estimated time that will be spent on each of the different divisions within the City of Denton. Project Management - sJ 20 hours _ $5,000 Discovery and Design 28 hours $7,000 Development and Testing 16 hours $4,000 Installation, Mentbdng and Go-live 45 hours $11,250 Post-cut remote support 6 hours $1,500 IP4CD 3.0 Services Package Discount ($5,750) Travel Expenses No To Exceed Price $3,000 2 seats of ICD Administration Training $3,000 Total Cost for Professional Services (not Including taxes) $29,000 _ a Project Management 8 hours t I $2,000 Discovery and Design 8 hours $2,000 Development and Testing 8 hours $2,000 Installation, Mentoring and Go-live 20 hours - $5,000 Post-cut remote support 4 hours $1,000 IP-ICD 3.0 Services Package Discount ($2,400) Travel Expenses Not To Exceed Price* $3,000 1 seat of ICD Administration Training $1,500 Total Cost for Professional Services (not including taxes) $14,100 Total Cost for Professional Services for both departments $43;100 *Reasonable travel expenses as defined and agreed upon by both City of Denton and Spanlink. Spanlink Communications, Proprietary and Confidential August 19, 2002 Rev. 10 Page 13 ANIL IN N C 0 M M A[ 1 0 M S 6.2. F . Rates The following rates apply to Spanlink Professional Services. I ~ Remote Support $250.00 per hour $350.00 per hour - (15 minute incremental billing) (15 minute incremental billing) On-Site Support - $2,000.00 per day $350.00 per hour Plus travel and living expenses Plus travel and living expenses Restart Fee If the project is put on hold by the $2,000 customer, a restart fee shall apply- Spanlink Communications, Proprietary and Confidential August 19, 2002 Rev. 10 Page 14 PAN91 INK C0U A T 1 0 N S Y}g' I f 7. Cost for Software, Hardware and Maintenance Spanlink will provide the following at the prices listed below. These prices have been broken into three separate components: 1. Shared components by both City of Denton departments (Customer Service and Waste Management Customer Relations) 2. Customer Service Costs 3. Waste Management Customer Relations Costs 11 ..a ICD-3.X-E-AGT1 mmlo Enhanced Agent Desktop T . 7 ICD-3.X-E-CTI1 Per Agent CTl 7 $1,365 ICD-3.X-ESUP1 Enhanced Supervisor Desktop 2 $2,590 ICD-3.X-E-HIST1 Enhanced Historical Reporting 2 $1,190 ICD-3.X-E-REG1 ICD On-demand Recording $145 2 $290 Subtotal $11,000 Discount (19%) ($2,090) Total Software for Customer Service $8,910 Spanlink Communications, Proprietary and Confidendal August 19, 2002 Rev. 10 Page 15 ANIL IN E C 0 M U A i 1 0 N S 7.3. Pricing Summary Shared Components Customer Service Customer Relations Professional Services n/a $29,000 $14,100 Software $21,052 $8,910 $6,245 Software Maintenance (Year 1) $4,158 $1,756 1,282 Hardware $24,811 n/a Na Hardware Maintenance $3,386 n/a n/a Sub Totals $53,407 $39,666 $21,627 Total $114,700 Pricing for Spanlink Professional Services is valid until July 31, 2003. Pricing for Cisco software and hardware valid until March 31, 2003. IP-ICD Statement of Work AB-020819 rev10 Copyrights Trademarks Spanlink Communications, Inc. 7125 Northland Terrace, Suite 100 Minneapolis, MN 55428 © 2002 Spanlink Communications, Inc. All Rights Reserved. Account Manager: Andy Berg Sales Engineer: Nebojsa Damjanovic Sparlink, Spanlink Communications, and the Spanlink Communications logo, are registered trademarks of Spanlink Communications, Inc. All other trademarks mentioned in this document are the property of their respective owners. Spanlink Communications, Proprietary and Confidential - August 19, 2002 Rev. 10 Page IS APPENDIX B LIST OF FUNCTIONAL REQUIREMENTS Objective To provide Utilities Customer Service and Solid Waste Customer Relations with a call distribution tool that is digitally based and compatible with other systems within the city. A computer integrated telephony system would enable phone Customer Service management to use a skills based.routing method and enable the city to reduce training time of new employees, as well as increase the quality of service to our customer. A new employee could be trained in basic customer service skills in how to handle a particular type of call (i.e. Waste or connect/Disconnect). As the employee becomes more accustomed to their job duties, ongoing training could be used to broaden their skill set. This system would also provide an accurate reporting of the type of calls being received and the length of those calls. Basic Call Center Requirements Call Distribution • Reps can monitor call volume • Supervisors can monitor reps, volumes, wait times,. etc. Remote Agent • Ability to outsource or route calls when volumes are high Supervisor can: • Silent monitor reps calls and intercept call if needed • Preset limits or defaults limits or defaults in the event supervisor is not available • Have multiple supervisors monitoring multiple teams for "back-up" purposes • Track real-time call center statistics on desktop IVR /Auto Attendant /ACD • Allows bilingual choices • Directs to skill level of rep - accommodates changes to skill without relocating rep • Changes in groupings can be done at desk top • Assign backup skill groups in the case call volumes exceed certain thresholds Messages • Adds ability to notify customers that there is a high volume of calls • Allows advertising of programs when customer is on hold • Allows Public Service Announcements Reporting • Daily volumes (in total, by rep, peak times, wait time, phone time, hold time, abandoned call volume) • Status at a given time (real-time reporting) . • Statistics by rep • How many are sent to each selection type and at what times of the day • Outbound dialer can be reported independently • Flexibility to enable us to change/create reports based on individual needs • Package has 103 canned reports Recording • Recording is available for the supervisor level • Recording can be added to the agent level (has been for Customer Relations)