HomeMy WebLinkAboutItem 05 - Internet Utility PaymentsMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: ROGER NELSON, CITY MANAGER,4,'°
MEETING DATE: MARCH 1, 2005
SUBJECT: CONTRACT WITH TELE -WORKS FOR SOFTWARE TO PROVIDE
FOR INTERNET UTILITY PAYMENTS
RECOMMENDATION:
City Council to consider approving a contract with Tele -Works, Inc. for software
applications to provide for internet utility payments; not to exceed $17,500.
FUNDING SOURCE:
Funds are available in account 200-44540-530-3 - Professional Services.
BACKGROUND:
In recent years the City has seen increased usage of electronic means of Utility Bill
payments. Currently, use of automated clearinghouse (ACH) direct input of credit card
charges and e -checks (checks issued on a customers behalf by their bank) constitutes
approximately 2,000 utility payments per month. Our customers have inquired as to the
availability of on-line payments via the Internet.
The staff had looked at this capability several years ago, but there was not a great deal of
demand at that time and the software was not readily available. Along with several other
items which were put on the back burner due to the economic downturns since September
11, 2001, the e-commerce project was delayed.
Recent discussions with STW, Inc., the City's financial and utility billing software provider
indicates the necessary software is available from STW and Tele -Works, Inc. STW has
developed the software interfaces to work with Tele -Works for Internet bill payment. STW
has the system running at several other customer locations in Texas and they are running
the same utility billing software as the City of Grapevine. Staff believes that this is a cost
effective and efficient way to have the availability of Internet bill payments to our utility
system customers.
In addition to payment features, the Tele -Works system will provide other features which
will allow greater on-line inter action with the utility system such as:
• Viewing statement details that break down their bill into line item charges.
• Viewing historical consumption amounts and account transaction history.
• Printing a copy of their bill, for those that may have lost their payment stub and want
to pay by mail.
• Viewing account alerts such as delinquencies, cutoff notices or other critical account
information.
February 22, 2005 (3:42PM)
The project will cost $17,500 as follows:
Web application software $10,000
E -payment module for credit card processing 5,000
Installation and training 2,500
$17,500
Annual product support costs after the warranty expiration (one-year) will be $4,500.
Our growing number of computer literate customers in the City of Grapevine will find
this enhanced service level of great benefit.
Staff recommends approval
WAG/cjc
H:AGMContractTele-Works3-1-2005
February 9, 2005 (3:46PM)
Parties:
Contract #
TELE -WORKS AGREEMENT
Tele -Works: Tele -Works, Incorporated
Virginia Corporation
210 Prices Fork Road, Suite C
Blacksburg, Virginia 24060
Tel: 540-951-6473
Fax: 540-951-4016
Attn: Elaine Herbst
Customer: Grapevine, Texas
a Texas City
Roger Nelson
City Manager
Tel:817-410-3104
Fax: 817-410-3002
Agreement: This Agreement is comprised of the following documents, which are incorporated by
reference:
Cover Page
Terms and Conditions
Scope of Work (Attachment A)
Task Matrix (Attachment B)
Quotation (Attachment C)
In the event of any inconsistency between any of the documents listed immediately
above, the Terms and Conditions shall control.
Effective Date:
Contact Persons: Tele -Works: Elaine Herbst, Business Manager, eherbst@tele-works.com
City of Grapevine, Texas:Loan Phan -Franco, Assistant Information Technology Manager
Lphan-franco@—ci.gLapevine.tx.us
evine.tx.us
Project: The provision, delivery and installation by Tele -Works for Customer of the Hardware,
Licensed Software, Applications and Services, and acceptance by the Customer of the
Applications. The Hardware (if any), Licensed Software (if any), Applications and
Services (if any) are defined in Attachment A. After the expiration of any Warranty,
maintenance must be purchased on an annual basis. Customer must enter into Tele -
Works then current Maintenance Agreement in order to continue maintenance services.
The terms of this Agreement shall apply to any Deliverable provided by Tele -Works to
Customer pursuant to this Agreement and/or pursuant to any purchase order agreed
between the parties hereto. If this document is deemed an offer, any acceptance shall be
limited to the terms of this document. If this document is deemed an acceptance, it is
expressly conditional on Customer's assent to the terms of this document as the sole and
exclusive terms of their agreement. In the event of any purchase order or confirmation
the provisions of this Agreement shall control and be the exclusive, complete, final and
entire agreement of the parties. All prices charged for Deliverables are exclusive of
federal, state and local excise, sales, value added, use and similar taxes. Customer shall
be responsible for the payment of all such taxes, except those taxes based on Tele -Works
net income.
Deliverables: Any and all Licensed Software (including any updates, modifications or revisions
whenever provided), Applications, Services and Hardware.
Installation Date: The date upon which each item that is a Deliverable is installed by Tele -Works for
Customer shall constitute the Installation Date for that particular Deliverable item.
Warranty Period: One (1) year from the Installation Date for Deliverable items except for TVR
Applications. TVR applications Warranty Period begins at the completion of the 30 day
Customer Acceptance Testing Period.
IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed this Agreement
as of the Effective Date.
Tele -Works:
TELE -WORKS, INCORPORATED
By: _
Name:
Title:
Customer:
City of Grapevine, TX
Bv:
Name: Roger Nelson
Title: City Manager
TELE -WORKS AGREEMENT
TERMS AND CONDITIONS
TELE -WORKS OBLIGATIONS.
1.1 Subject to the terms and conditions of this Agreement, including timely payment of any sums due
from Customer to Tele -Works, Tele -Works shall perform the following for Customer:
(i) Provide, deliver and install the Hardware at Customer's designated location (which shall be
communicated in writing to Tele -Works) in accordance with the Task Matrix. Shipment will be F.O.B. Customer's
place of business at which time risk of loss and title will pass to Customer.
(ii) Provide and install the Licensed Software and Applications upon the Hardware at Customer's
designated location in accordance with the Task Matrix. The Licensed Software shall remain the sole property of
Tele -Works as set forth in Article 4 hereof. Upon installation, the Applications shall automatically be assigned to
and become the property of Customer, except as otherwise provided in this Agreement. Tele -Works may maintain
one (1) copy of the Applications for archival purposes. Notwithstanding anything to the contrary, nothing in this
Agreement or in the rights provided to Customer pursuant hereto shall prohibit or restrict Tele -Works' ability to
create, provide, and sell software and other products and applications to or for other parties which perform or use the
same or similar functions as the Customer's Applications without payment of any royalty or other amount to
Customer and without any approval or consent of Customer.
(iii) Perform the Services in accordance with the Task Matrix.
(iv) Provide the following maintenance during the Warranty Period for each Deliverable item:
A. Tele -Works will provide telephone and/or e-mail technical support 24 hours a day, seven days a
week. Customer must contact Tele -Works using the main telephone line (540) 953-2631, Technical Support option,
in order for Tele -Warks to provide Customer technical support and diagnose problems with Deliverables. Tele -
Works will initially respond by telephone within one (1) hour to any technical support call made during normal
business hours, 8:30 AM to 5:30 PM EST, for the purpose of establishing the parameters of the problem being
experienced by Customer. Thereafter, Tele -Works will assign a response priority of Critical or Non -Critical as set
forth below based on Tele -Works assessment of the nature of the described failure of the warranted Products at
issue.
Critical: Solution not immediately apparent, support escalated to senior level and estimate of time
to correct failure provided within two (2) hours.
Non -Critical: Solution not immediately apparent, support escalated to senior level and estimate of time
to correct failure provided within four (4) hours.
B. Tele -Works will provide to Customer periodic updates and modifications to Licensed Software as
they become generally available to correct functional deficiencies and incorporate minor new features and
improvements. Updates will be delivered over the Internet or a Virtual Private Network connection and Tele -Works
support personnel will remotely provide assistance with the download and installation as necessary. Such updates
and modifications are subject to the License Grant set forth in Article 4 hereto.
Following expiration of the Warranty Period for a Deliverable item, Customer must enter into Tele -Works
then current Maintenance Agreement, in order to continue to receive maintenance, and minor updates, modifications
and revisions for that Deliverable item.
1.2 Tele -Works shall exercise in its completion of the Project the standard of care normally exercised
by businesses engaged in performing comparable services.
CUSTOMER'S OBLIGATIONS. Customer shall do the following:
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(i) Permit Tele -Works reasonable access to its facilities and equipment to perform the Project and
provide maintenance.
(ii) Permit Tele -Works access to its data per the Scope of Work in order to perform the Services and
develop the Applications.
(iii) Reasonably cooperate with and be responsive to Tele -Works, provide reasonably necessary
personnel and provide any approvals and feedback required in accordance with the Acceptance Procedure, in order
to permit performance of the Project in accordance with the Task List. The "Acceptance Procedure" means:
Following receipt of an Application, Customer shall have thirty (30) calendar days (the "Verification Period") in
which to use commercially reasonable efforts to review, examine and verify such Application and notify Tele -
Works of any material failure thereof to meet its specifications as set forth in the Scope of Work (an "Application
Failure"). The Verification Period shall be a continuous timeframe such that time halts upon Customer notification
of Application Failure, and continuously resumes upon Tele -Works issue resolution. Customer agrees to use
commercially reasonable efforts to detect any Application Failure during the Verification Period, and if Customer
discovers any Application Failure, it shall promptly provide Tele -Works with written notice (upon Tele -Works
request) of such Application Failure, including all information reasonably available regarding such Application
Failure. Upon receipt of such notice, Tele -Works shall use best efforts to correct any such Application Failure and
to resubmit the corrected Application to Customer as soon as commercially and technically practicable. Tele -Works
and Customer shall repeat the afore -mentioned process of verification, correction and resubmission of an
Application, in accordance with the afore -mentioned timeframes. If Customer does not provide Tele -Works with
notice of an Application Failure within the Verification Period, the applicable Application shall be deemed accepted
by Customer without further action on the part of either party.
(iv) Timely pay any and all amounts due hereunder as set forth in the Quotation.
(v) Notify Tele -Works in writing prior to installation if the small footer identifying Tele -Works Inc.
as the software provider for web -based software applications may not be placed on the website should the Customer
desire footer to be removed from installed applications. In such event that Tele -Works standard footer is removed
by request, no other footer may reside under, associate or reference another third -party as the responsible vendor -
provider, except for a footer identifying the Customer as the sole owner and manager of service provider.
(vi) Provide Tele -Works with a copy of a Direct Payment Certificate upon execution of this Agreement,
if the Customer is located in the State of California.
(vii) Permit the use of this Agreement for one year after execution, by other government entities within
Customer's local government jurisdiction or otherwise allowed.
3. COMMENCEMENT AND COMPLETION OF PROJECT.
3.1 Tele -Works shall perform the Project within the timeframe specified in the Task Matrix.
3.2 Customer understands and agrees that the timely performance of the Project is contingent upon the
timely performance by the Customer of all of Customer's obligations described in this Agreement, including the
Task Matrix. In the event that progress on the Project is slowed or halted due to a delay by the Customer, all
deadlines and milestone dates will be moved forward in time by the number of days the Customer delays in meeting
its obligation. Tele -Works will have no liability to Customer for delay or damage caused directly or indirectly by
Customer, nor will Tele -Works be held liable for failure to perform the Project in accordance with the Task Matrix
if the delay was caused directly or indirectly by the Customer. Such delay will not constitute a breach of this
Agreement. Customer understands and agrees that the pricing set forth in this Agreement for the Project is
contingent upon the timely performance by the Customer of all of Customer's obligations described in this
Agreement, including the Task Matrix. In the event, that Customer delays performance hereunder and Tele -Works
list pricing for the Deliverables changes during a period of delay twelve (12) months or more, Tele -Works shall be
entitled to send, in accordance with Section 14.3 hereto, Customer a revised Quotation reflecting the changed
pricing. Additionally, should the Customer delay the project for twelve (12) months or more, Tele -Works may elect
to utilize any portion of previous payment as a Delay Charge and not apply previous payment towards future work,
and/or remove Customer's project from Tele -Works development/installation schedule requiring the Customer to
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contact Tele -Works to be placed back on the development/installation schedule. In the event that Customer changes
the scope of this project, Tele -Works shall also be entitled to send Customer a revised Quotation reflecting the
change to the scope.
Customer shall have five (5) days following deemed receipt of a revised Quotation to accept or reject, in
writing, the revised Quotation. Failure by Customer to notify Tele -Works of its acceptance or rejection of the
revised Quotation within this period shall be deemed a final and unconditional acceptance of the revised Quotation.
Upon an acceptance of the revised Quotation by Customer, such revised Quotation shall become incorporated herein
by reference without further action on the part of the parties hereto. Upon a rejection of the revised Quotation by
Customer, this Agreement shall automatically terminate without further liability on the part of Tele -Works, and in
the event of such termination, except pursuant to the surviving provisions of this Agreement, Customer's entire
financial obligation to Tele -Works shall be for then accrued payments due, plus payment for any items being
worked on up to the date of termination. Payment for partially completed items shall be a pro -rated portion of the
next payment specified in the Quotation. In exchange for such payment, Tele -Works shall provide Customer with
any Project work and materials in its possession as of the termination date.
3.3 Neither party will be liable for any failure or delay in the performance of its obligations under this
Agreement (and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if
both of the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable
precautions, and cannot reasonably be circumvented by the nonperforming party through the use of alternate
sources, work -around plans, or other means; and (2) the failure or delay is caused, directly or indirectly, by fire,
flood, earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders,
rebellions or revolutions, court order, or other circumstances beyond the nonperforming party's control.
4. LICENSED SOFTWARE - LICENSE GRANT.
4.1 Subject to all the terms and conditions of this Agreement and timely payment of any and all fees
due to Tele -Works under this Agreement, any purchase order or any other agreement between the parties hereto, all
of which shall be subject to the provisions of this Agreement, Tele -Works hereby grants a personal, non-exclusive,
non -transferable, non -assignable, non-sublicensable license to the Customer, to use the Licensed Software for the
limited purpose of supplying and running Tele -Works Applications supplied hereunder. The Customer shall use the
Licensed Software only for its own business purposes, by its authorized personnel. Tele -Works reserves all rights
not expressly granted herein.
4.2 Cobyriaht. The Licensed Software is owned by Tele -Works and is protected by United States
copyright laws and applicable international treaties and/or conventions. The Licensed Software, and any and all
modifications and improvements thereto and derivative works thereof, shall remain the exclusive property of Tele -
Works, and the Customer shall have no right, title or interest therein whatsoever.
4.3 Prohibited Uses. Without the prior express written consent of Tele -Works, the Customer shall not
and shall not allow any third party (by license agreement or otherwise) to, (a) take any action that would cause the
loss or abandonment of Tele -Works proprietary rights in the Licensed Software; (b) use in connection with a service
bureau service, resell, distribute, publicly display, transfer, rent, lease, lend, copy, modify, translate, enhance, time-
share, license, sublicense, electronically transmit or prepare derivative works of the Licensed Software, in whole or
in part; (c) disassemble, decompile or reverse engineer in any way, any of the Licensed Software; or (d) otherwise
use in any way the Licensed Software, in any manner not expressly authorized by this Agreement.
4.4 License Grant Termination: Tele -Works may terminate the License granted in this Article 4 in the
event that Customer breaches a provision of Article 4 or Article 10 and does not cure such breach within fifteen (15)
days after receipt of written notice given by Tele -Works.
5. SECURITY. Customer shall be responsible for maintaining physical and network security to prevent and
Customer shall be solely liable for all breaches of privacy, and unauthorized access to, misappropriation, misuse or
modification of Customer Applications and data owned, controlled or held, in any format, by Customer and to the
extent allowed by law, Customer shall indemnify and hold harmless Tele -Works from any liability therefore,
together with Tele -Works cost of defending any claim with respect thereto. Tele -Works shall not be responsible or
liable for breaches of security, unauthorized access to, misappropriation, misuse or modification of Customer
Applications and data owned, controlled or held, in any format, by Customer, including but not limited to
unauthorized access to, misappropriation, misuse or modification of Customer and/or third party financial data,
including but not limited to credit numbers and information. The Customer's selected gateway provider and/or
merchant account shall be the responsible party for security of all Customer and end user financial data.
TERM AND TERMINATION.
6.1 This Agreement shall be effective as of the Effective Date and shall continue in full force and
effect subject to earlier termination pursuant to this Agreement (the "Term").
6.2 Termination for Convenience: Either party may terminate this Agreement at any time upon thirty
(30) days prior written notice to the other party. In the event of such termination, except pursuant to the surviving
provisions of this Agreement, Customer's entire financial obligation to Tele -Works shall be for then accrued
payments due, plus payment for any items being worked on up to the date of termination. Payment for partially
completed items shall be a pro -rated portion of the next payment specified in the Quotation. In exchange for such
payment, Tele -Works shall provide Customer with any Project work and materials in its possession as of the
termination date
6.3 Survival: Articles 4 (subject to Section 4.5), 5, 8, 9, and 10 and Sections 3.3, 6.3 , 7.1, 7.2 — 7.4
(for the amount of time of the Warranty Period), 7.5, 14.2 and 14.3 of this Agreement shall survive the termination
of this Agreement.
WARRANTIES AND WARRANTY DISCLAIMERS.
7.1 AS TO THE LICENSED SOFTWARE ONLY, TELE -WORKS WARRANTS IT IS OWNED BY
TELE -WORKS OR TELE -WORKS HAS OBTAINED THE RIGHT TO MAKE SUCH LICENSED SOFTWARE
AVAILABLE TO CUSTOMER AS SPECIFIED IN THIS AGREEMENT. IN THE EVENT OF A BREACH OF
THIS WARRANTY, TELE -WORKS SOLE AND EXCLUSIVE RESPONSIBILITY AND CUSTOMER'S SOLE
AND EXCLUSIVE REMEDY SHALL BE THE INDEMNIFICATION OBLIGATION OF TELE -WORKS SET
FORTH IN SECTION 9.1 HEREOF.
7.2 EXCEPT IN THE EVENT THAT AN EXCLUSION (AS DEFINED IN SECTION 7.4 HEREOF)
APPLIES (IN WHICH CASE THIS SECTION 7.2 DOES NOT APPLY), WITH RESPECT TO THE LICENSED
SOFTWARE AND APPLICATIONS, FOR THE APPLICABLE WARRANTY PERIOD FOR EACH ITEM OF
THE LICENSED SOFTWARE AND APPLICATIONS, TELE -WORKS WARRANTS THAT THEY SHALL BE
SUBSTANTIALLY FREE OF MATERIAL DEFECTS AND OPERATE IN ALL MATERIAL RESPECTS IN
CONFORMANCE WITH THE SPECIFICATIONS AND OTHER REQUIREMENTS OF THIS AGREEMENT
(ANY FAILURE THEREOF, A "DESIGN DEFECT"). IN THE EVENT THAT CUSTOMER NOTIFIES TELE -
WORKS OF ANY DESIGN DEFECTS DURING SAID WARRANTY PERIOD, TELE -WORKS SHALL USE
REASONABLE EFFORTS TO CORRECT ANY SUCH NONCONFORMITIES. THE REMEDIES SET FORTH
IN THIS SECTION SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR DESIGN DEFECTS
IN THE LICENSED SOFTWARE AND APPLICATIONS.
7.3 EXCEPT IN THE EVENT THAT AN EXCLUSION (AS DEFINED IN SECTION 7.4 HEREOF)
APPLIES AND/OR IF DESIGN DEFECTS AND MATERIAL OPERATIONAL FAILURES ARE THE DIRECT
OR INDIRECT RESULT OF A FORCE MAJEURE EVENT (AS DEFINED HEREIN) (IN EITHER OF WHICH
CASES THIS SECTION 7.3 DOES NOT APPLY), WITH RESPECT TO ITEMS OF HARDWARE, FOR THE
APPLICABLE WARRANTY PERIOD FOR EACH ITEM OF HARDWARE, TELE -WORKS WARRANTS
THAT THEY SHALL BE SUBSTANTIALLY FREE OF DESIGN DEFECTS AND MATERIAL
OPERATIONAL FAILURES. IN THE EVENT THAT CUSTOMER NOTIFIES TELE -WORKS OF ANY
DESIGN DEFECTS AND MATERIAL OPERATIONAL FAILURES DURING SAID WARRANTY PERIOD,
TELE -WORKS WILL REPLACE DEFECTIVE COMPONENTS OF THE WARRANTED HARDWARE
PLATFORM AND PROVIDE HARDWARE REPLACEMENTS WITHIN A REASONABLE TIME OF NOTICE
OF A DESIGN DEFECT OR MATERIAL OPERATIONAL FAILURE AT NO ADDITIONAL COST TO
CUSTOMER. IF A COMPLETE REPLACEMENT SYSTEM IS NECESSARY, TELE -WORKS WILL SHIP A
REPLACEMENT WITHIN THREE (3) BUSINESS DAYS OF RECEIVING FROM CUSTOMER THE
DAMAGED PLATFORM AND THE REQUIRED BACKUP. THE REMEDIES SET FORTH IN THIS SECTION
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SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR DESIGN DEFECTS AND MATERIAL
OPERATIONAL FAILURES IN THE HARDWARE. A "FORCE MAJEURE EVENT" SHALL MEAN
LIGHTNING, POWER FLUCTUATIONS, FIRE, FLOOD, OTHER CATASTROPHIC EVENT, HURRICANE,
ELEMENTS OF NATURE OR ACTS OF GOD, ACTS OF WAR, TERRORISM, RIOTS, CIVIL DISORDERS,
REBELLIONS OR REVOLUTIONS, THIRD PARTY ACTS OR OTHER CIRCUMSTANCES BEYOND TELE -
WORKS ACTUAL CONTROL.
7.4 EXCLUSIONS: THE LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT ARE
SPECIFICALLY EXCLUDED IN THE EVENT OF DESIGN DEFECTS IN LICENSED SOFTWARE AND
APPLICATIONS AND DESIGN DEFECTS AND MATERIAL OPERATIONAL FAILURES IN HARDWARE
ARISING OUT OF OR IN CONNECTION WITH (I) ANY MISUSE OF, DAMAGE TO OR FAILURE TO
PROPERLY CARE FOR DELIVERABLES WHILE IN THE POSSESSION OF CUSTOMER OR ARISING OUT
OF THE MOVEMENT AND/OR TRANSPORTATION OF THE DELIVERABLES CONDUCTED BY THE
CUSTOMER, ITS EMPLOYEES, CONTRACTORS AND AGENTS, (II) CUSTOMER (INCLUDING
CUSTOMER'S EMPLOYEES, CONTRACTORS AND AGENTS) NEGLIGENCE, ABUSE, MISAPPLICATION
OR FAILURE TO PERFORM CUSTOMER'S OBLIGATIONS AS SET FORTH HEREIN, (III) CHANGES TO
DATABASE STRUCTURE, INTEGRATION METHODS OR PROCEDURES, NETWORK ARCHITECTURE,
TECHNICAL CONFIGURATION, THIRD -PARTY DATABASE OR PAYMENT PROCESSORS OR BUSINESS
OPERATIONS OF THE CUSTOMER NOT MADE BY TELE -WORKS, OR (IV) CUSTOMER'S FAILURE TO
IMPLEMENT UPDATES, MODIFICATIONS, CORRECTIONS, BUG FIXES AND PATCHES SUPPLIED BY
TELE -WORKS TO CUSTOMER.
7.5 WARRANTY DISCLAIMERS: EXCEPT FOR THE LIMITED WARRANTIES SET FORTH
IN THIS AGREEMENT (UNLESS AN EXCLUSION AS DEFINED IN SECTION 7.4 OR A FORCE MAJEURE
EVENT AS DEFINED IN SECTION 7.3 APPLIES TO EXCLUDE THE SAME IN WHICH CASE THIS
SECTION 7.5 APPLIES), ALL DELIVERABLES ARE PROVIDED "AS -IS" WITHOUT WARRANTY OF ANY
KIND INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, AND IN THE CASE OF ALL DELIVERABLES EXCEPT FOR THE
LICENSED SOFTWARE, ANY WARRANTIES OF QUIET ENJOYMENT AND NON -INFRINGEMENT, AND
CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE FACT THAT NO WARRANTY APPLIES.
TELE -WORKS MAKES NO REPRESENTATIONS OR WARRANTIES ON BEHALF OF ITSELF OR ITS
LICENSORS, AS APPLICABLE, WITH RESPECT TO THIRD PARTY SOFTWARE, PRODUCTS OR
EQUIPMENT NOT SUPPLIED BY TELE -WORKS UNDER THIS AGREEMENT. CUSTOMER EXPRESSLY
AGREES THAT IT SHALL RELY SOLELY UPON A THIRD PARTY'S REPRESENTATIONS AND
WARRANTIES AS TO THAT THIRD PARTY'S SOFTWARE, PRODUCTS AND/OR EQUIPMENT.
7.6 CUSTOMER WARRANTS AND REPRESENTS THAT IT HAS AUTHORITY TO ENTER
INTO THIS AGREEMENT, IT HAS OBTAINED ANY AND ALL NECESSARY APPROVALS TO ENTER
THIS AGREEMENT AND THAT SUFFICIENT FUNDS HAVE BEEN BUDGETED FOR PAYMENT FOR THE
PROJECT.
8. LIMITATIONS OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY BE LIABLE FOR ANY
INDIRECT DAMAGES, WHETHER ARISING FROM TORT OR CONTRACT, INCLUDING LOSS OF DATA,
REVENUE OR PROFITS, OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL
DAMAGES ARISING OUT OF THE DELIVERABLES OR THE PARTIES' RESPECTIVE RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF
LIABILITY. THIS LIMITATION SHALL APPLY EVEN IF SUCH A PARTY HAS BEEN NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT MAY ANY ACTION BE BROUGHT AGAINST EITHER
PARTY ARISING OUT OF THIS AGREEMENT MORE THAN ONE YEAR AFTER THE CLAIM OR CAUSE
OF ACTION ARISES, DETERMINED WITHOUT REGARD TO WHEN THE AGGRIEVED PARTY SHALL
HAVE LEARNED OF THE DEFECT, INJURY OR LOSS. TELE -WORKS SHALL NOT IN ANY EVENT BE
LIABLE FOR MORE THAN THE TOTAL FEES PAID UNDER THIS AGREEMENT FOR THE PROJECT
(WHETHER SUCH LIABILITY ARISES FROM BREACH OF WARRANTY, BREACH OF THIS
AGREEMENT, INDEMNIFICATION OR OTHERWISE, AND WHETHER IN CONTRACT OR IN TORT).
9. INDEMNIFICATION.
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9.1 Tele -Works Indemnity Obligations. Subject to the limitations set forth in Article 8 and the
exclusions set forth in Sections 9.2 and 9.4 hereof, Tele -Works shall defend, indemnify and hold harmless Customer
and its elected officials, officers, employees and agents, from and against any and all losses, damages, liability, and
reasonable attorneys', expert witness, or court fees and costs, and any other reasonable costs and expenses resulting
directly from any claims, demands, suits, causes of action, or any other action brought by any third party, alleging
that Customer's use of the Licensed Software infringes another's U.S. patent or U.S. copyright, or as a direct result
of the actions of Tele -Works under this Agreement. In the defense or settlement of any claim for infringement, Tele -
Works may obtain for Customer the right to continue using and licensing the allegedly infringing materials, or
replace or modify the same so that they become non -infringing.
9.2 Tele -Works Indemn>1y Obligations - Exclusions. Tele -Works will have no liability to Customer
under this Article to the extent that any suit or claim of infringement is based upon the use of a Deliverable: (a) in
combination, operation or use with any product not furnished or explicitly approved by Tele -Works; (b) in a
modified state not explicitly authorized by Tele -Works; or (c) in a manner other than for which it was intended, if
infringement would have been avoided if such unintended use had not occurred.
9.3 Customer Indemnity Obligations. Subject to the exclusion set forth in Section 9.4 hereof,
Customer shall to the extent allowed by law, defend, indemnify and hold Tele -Works and its directors, officers,
employees and agents, harmless from and against any and all losses, damages, liability, and reasonable attorneys',
expert witness, or court fees and costs, and any other reasonable costs and expenses resulting directly from any
claims, demands, suits, causes of action, or any other action brought by any third party resulting directly out the
negligence or willful misconduct of Customer or its employees, agents or contractors in connection with the
performance of this Agreement, or arising out of any breach of the security provisions set out in Article 5.
9.4 Indemnification Procedures. Neither party will have any obligation to indemnify the other party
under this Article, unless: (a) the indemnifying party is promptly notified of a potential claim by the party seeking
indemnification; (b) the indemnifying party has sole control of the defense and settlement (subject to reasonable
consent of the indemnified party) of the claims sought to be indemnified; and (c) the party seeking indemnification
provides the indemnifying party with reasonable assistance, at the indemnifying party's expense, in the defense and
settlement of the claim sought to be indemnified. Each party shall have the right to participate in the defense and/or
settlement of such actions or proceedings at their own expense with counsel of their own choosing.
10. NONDISCLOSURE OBLIGATIONS.
10.1 "Confidential Information" means (a) as to Tele -Works only, the Licensed Software (including
code, translations, compilations, modifications, improvements and derivative works), documentation and know-how
disclosed to Customer as a part of the Deliverables; (b) the business or technical information of each party, including
but not limited to any information related to each party's finances, marketing plans, business opportunities, research,
development or know-how; and (c) any information designated by either party as "confidential" or "proprietary" or
which, under the circumstances taken as a whole, should reasonably be understood to be confidential, including but
not limited to, the terms and conditions (including pricing) of this Agreement, and any attachments, exhibits,
schedules, amendments and addenda hereto, along with any other information provided under this Agreement.
"Confidential Information" does not include information that (a) is in or enters the public domain without breach of
this or any other agreement; (b) is received from a third party without restriction on disclosure and without breach of
a nondisclosure obligation, or (c) either party develops independently, which it can prove with written evidence.
10.2 Except as otherwise provided by law, each party shall not, without the express prior written
consent of the other party, during the Term and for five (5) years thereafter, disclose or reveal to any third party or
utilize for its own benefit other than pursuant to this Agreement, any Confidential Information of the other party.
The provisions of this Article shall survive termination.
11. INSURANCE. During the course of the Project, Tele -Works shall maintain Worker's Compensation
Insurance in accordance with the Worker's Compensation laws of the State of Virginia, and Comprehensive General
Liability of $4,000,000 aggregate/$2,000,000 per occurrence. The Customer will be an additional insured under
Tele -Works Comprehensive General Liability coverages. If requested by the Customer, Tele -Works shall provide
proof of insurance with certificates, naming Customer as additionally insured, of insurance to the Customer
indicating compliance with this paragraph.
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12. EQUAL EMPLOYMENT OPPORTUNITY. In connection with the execution of this Agreement, Tele -
Works shall not discriminate against any employee or applicant for employment because of race, religion, color,
gender, sexual orientation, national origin, or disability. Such actions shall include, but not be limited to the
following: employment; upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
13. PROHIBITED INTEREST.
13.1 Tele -Works agrees that it presently has no interest and shall not acquire any interest, direct or
indirect, which would conflict in any manner or degree with the performance of its responsibilities hereunder. Tele -
Works further agrees that in the performance of the Agreement, no person having any such interests shall be
employed.
13.2 No official or employee of the Customer shall have any interest, direct or indirect, in this
Agreement or the proceeds thereof.
14. GENERAL PROVISIONS
14.1 Independent Contractor. In the performance of this Agreement, Tele -Works shall act as an
independent contractor and not as agent of the Customer except to the extent Tele -Works is specifically authorized
to act as agent of the Customer.
14.2 Books and Records. Tele -Works books and records with respect to the Deliverables and
reimbursable costs shall be kept in accordance with recognized accounting principles and practices, consistently
applied, and will be made available for the Customer's inspection at all reasonable times at the places where the
same may be kept. Tele -Works shall not be required to retain such books and records for more than three (3) years
after completion of the Project.
14.3 Notices. All notices and other communications in connection with this Agreement shall be in
writing and shall be sent to the respective parties at the addresses set forth in the Cover Page, or to such other
addresses as may be designated by the parties in writing from time to time in accordance with this Section, and must
be: (a) personally delivered; (b) transmitted by United States postage prepaid mail, registered or certified mail,
return receipt requested; or (c) transmitted by reputable overnight courier service, such as Federal Express. All
notices and other communications shall be deemed to have been duly given on (i) the date of receipt if delivered
personally, (ii) upon receipt or refusal of delivery if transmitted by registered or certified mail, return receipt
requested, or (iii) the first (1st) business day after the date of deposit, if transmitted by reputable overnight courier
service, whichever shall first occur.
14.4 Assignment. Neither party shall assign, transfer or otherwise dispose of this Agreement in whole
or in part to any individual, corporation or other entity without the prior written consent of the other party.
14.5 Entire Agreement. This Agreement constitutes the complete, final and entire agreement between
the parties hereto and supersedes all previous negotiations, agreements and commitments with respect thereto, and
shall not be released, discharged, changed or modified in any manner except by instruments signed by duly
authorized officers or representatives of each of the parties hereto. No course of prior dealing between the parties
and no usage of the trade shall be relevant to supplement or explain any term used herein. There are no third party
beneficiaries to this Agreement.
14.6 Applicable Law. Any claim or controversy relating in any way to this Agreement shall be
governed and interpreted exclusively in accordance with the laws of the state in which the Customer municipality
resides.
14.7 Partial IlIeaality. If any provision of this Agreement or the application thereof to any party or
circumstances shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and
enforceable to the extent permitted by applicable law. In such event, the parties shall use their best efforts to replace
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the invalid or unenforceable provisions by a provision that, to the extent permitted by the applicable law, achieves
the purposes intended under the invalid or unenforceable provision.
14.8 Waiver of Corn lip 'ance. Any failure by any party hereto to enforce at any time any term or
condition under this Agreement shall not be considered a waiver of that party's right thereafter to enforce each and
every item and condition of this Agreement. No waiver shall be effective unless made in writing and manually
signed by the waiving party. Except as set forth in Section 3.2 hereof, this Agreement may not be altered, amended
or modified in any way except by a writing manually signed by both parties.
IM
ATTACHMENT A: SCOPE OF WORK
PRODUCTS AND SERVICES SPECIFICATIONS FOR
THE CITY OF GRAPEVINE
TELE -WORKS VOICE RESPONSE APPLICATION DEVELOPMENT
Introduction
The Products and Services described below will allow citizens of the City of
Grapevine ("Customer") to access the utility data host and ePayment functionality
for interactive and transactional web services.
The following Products and Services are provided within this Scope of Work:
Section #1: Tele -Works Voice Response Application Development
Section #2: Utility Billing TVR Application Development
Section #3: ePayment Module
Section #4: Installation and Training
Section #5: Services and Warranty
This Scope of Work supports Quotation number 5384, incorporated by reference
as Attachment C. Invoicing, deliverables, acceptance terms and responsibilities
are detailed in the Project Task List described in Attachment B. Tele -Works will
provide complete installation and training associated with each aspect of this
Scope of Work. Tele -Works will provide a one-year warranty per the terms of
the contract dating from acceptance.
Section #1: TVR Application Development
Tele -Works will develop, using open programming and convergent TVR
technology, the application detailed in the following sections designed to
provide dynamic and interactive information services via the web -based
environment. Exact application functionality and flow will be presented by Tele -
Works. Personal computer users will access the application by connecting to the
Internet via an ISP and using a standard World Wide Web Browser interface
(Netscape, Internet Explorer - 4.x version browsers or higher).
Development is subject to the functional limitations and the contractual terms
and conditions associated with database functionality, integration and/or use of
any application programming interface (API) software from the Customer's data
vendor, STW, Inc. Final application diagrams will be provided by Tele -Works in
coordination with the Customer and applicable department. Application
Development will not commence until appropriate representatives of the
Customer approve the final application diagrams.
The application will reside on a web server provided and maintained within a
secure network environment provided by the Customer. The Customer is
responsible for all standard maintenance and licensing for the application web
server including, but not limited to, data archival and backup, service packs,
security patches and updates and domain registration.
The TVR application will offer comprehensive and secure services utilizing
Attachment A: Scope of Work Page 1
Secure Socket Layer ("SSL") encryption and a digital certificates (VeriSign) for
which the Customer is responsible for procuring. If the Customer currently
maintains an SSL certificate on the appropriate server, no additional certificates
are required, however the Customer will be responsible for keeping this security
certificate current.
Included with the TVR application is a camera-ready brochure. The completed
camera-ready brochure will be available online as a downloadable PDF document
and the Customer will be responsible for all printing costs.
Section #2: Utility Billing TVR Application Development
The Utility Billing application will integrate with the Customer's Utility Database
STW via a Customer provided and maintained API. The primary purpose of the
Utility Billing Application is to automate the query, access, and billing collections
of municipal utility services through a web service. The application will only be
accessible via the web and allow customers to access their personal utility
account via a Customer provided data host in a secure Customer provided and
maintained environment, utilizing SSL protocol.
Section #3: ePayment Module
The ePayment Module is a single system user license that will enable credit card
payments for the utility application described in this Scope of Work only;
subsequent applications purchased by the Customer with desired ePayment
functionality will be assessed for additional ePayment fees. The Customer must
use either Lynk Systems Inc. as the merchant account/gateway processor or
Verisign's Payflow as a gateway processor. Tele -Works standard price for the
ePayment Module in effect at the time, currently $15,000, will apply if the
Customer chooses a merchant account provider or gateway other than these
options. For credit cards, this module is responsible for secure transactions,
account verification and the authorization of payments from customer
cardholder issuing institutions. Payment amounts will be reserved for the
Customer upon authorization of payment, and will be transferred in batch
processes from cardholder accounts to the Customer's Merchant Account(s).
Upon verification and transaction authorization, a confirmation or transaction
number is provided to the citizen. Payment information will be routed back
through the application to be posted to the data host in a method specified by
the Customer for each specific TVR application developed. The Customer will
be responsible for an Internet Gateway, Merchant and Payment Processing
relationship and on going fees with accredited service providers. Tele -Works
will assist the Customer to assure compatibility, but all associated fees relating
to payment processing are the responsibility of the Customer. eCheck is
proposed as an option to the Customer in Quote 5384.
Section #:4 Installation and Training
Tele -Works Installation Engineers will cooperatively arrange installation with
designated Customer personnel. Tele -Works will provide the Customer with
remote training services. The Customer must cancel any installation
arrangement with Tele -Works thirty (30) days prior to the scheduled date to
Attachment A: Scope of Work Page 2
avoid the assessment of an additional standard installation charge.
Training on the functionality of TVR applications occurs during the development
process, and additional onsite application testing will be conducted by Tele -
Works. The Customer will have the opportunity to submit change orders at that
time, which may be subject to additional fees. During installation, the Customer
will be trained on administration functions, such as configurable application
settings, setup of sub users, ePayment logs and system usage statistics.
Section #5: Services and Warranty
Tele -Works will provide the Customer with the necessary Products and Services
to deploy the application in this Scope of Work.
Tele -Works warrants that the Products and Services will perform according to
the specifications within the Scope of Work. The one-year warranty will
commence upon customer acceptance of the deliverables. The Customer will be
responsible for maintaining the Products and Services in a safe and stable
environment suitable for electronic equipment, and for providing sufficient data
connections for remote maintenance. The Customer will be responsible for
network security and virus protection and for updating service releases as made
available by Tele -Works.
At the expiration of the first year warranty period, the Customer may extend the
warranty annually by executing a maintenance agreement. The cost for
subsequent maintenance agreements will be calculated at 15% of the total
market value, at the time of purchase of the system, less installation fees. Based
on the purchase price of the Products and Services described in this Scope of
Work, the first year maintenance would be $4,500. For options subsequently
added, the aggregated annual maintenance price will be based on price of the
base system, plus the price of the options. If system options are procured
incrementally, additional costs are not added to maintenance until the following
term.
Attachment A: Scope of Work Page 3
Tele -Works, Incorporated
QUOTATION
Contact: Loan Phan -Franco
Location (Customer): Grapevine
State: TX
Description: Utility Web Only Application with Credit Card ePayment. eCheck choices shown
as Optional
avretoN Be
THE FUTURE OF E -GOVERNMENT IS NOW
Account Manager: Joseph Cromer
Date: 12/1/2004
Quotation Number: Q5384
Quoted/information Solution Set
Unit Price
Q Extended Price
X TVR Application — Web Only
$ 10 000.00
1 $ 10,000.00
Utility Billing
STW Inc.
API
Database
----------------------------------------------------------'-•---•---•-----------------'--'--
VendorInto ration Method
--'..._..._..------•.-.._•
-__-- -----------------------
X ePavment Module for Credit Card Processing Oniv
$ 5000.00
1 $ 5000.00
Subtotal
$ 15 000.00
X installationfrrainina/Assessment
$ 2,500.00
1 1 $
Fax ports for Fax -on -Demand or Fax Broadcast Modules can be either analog or dynamic resources purchased in groups of two. Dynamic Fax shares resources across all digital ports
�2y1500.�0s0
Annual Product Su000rt After Warrantv Xalcu/aced at 15% of Svstem list once)
TTYITDD Ports
$ 4,500.00
` Suhipnt to nisrinsure Sheet that Fnllnws
Quoted/Information
Optional Solution Set
Unit Price 4
Extended Price"
eCheck jACHj Procsssin�_________________
$___ 7,000 00 t
$
Optional
Select One -
eCheck Galewa Processin
.. —
$ 3 500.00 1
------- _71000.00
$ 3 500.00
` Suhipnt to nisrinsure Sheet that Fnllnws
Quoted/Information
eVISiON SOLUTION SET
.0 Hardware Platform
Industrial -grads, passive backplane chassis running Microsoft Windows 2000 Server accommodates the eVision product line in either single or multiple service deployments. Exec
s cificafions are subject to change to provide the most up-to-date confi uration to Customer.
Dice Ports
Customer may select elther digital or analog voice ports, or a combination. Ports are purchased In a minimum increment of four, and thereafter in Increments of two. For digits
installations, Customer is required to obtain an ISDN PRI and is responsible for coordinating the testing of the digital configuration with all related parties, including Tele -Works, ant
telephone s stem vendor and the digital service provider.
Fax Porta
Fax ports for Fax -on -Demand or Fax Broadcast Modules can be either analog or dynamic resources purchased in groups of two. Dynamic Fax shares resources across all digital ports
'thin a configuration.
TTYITDD Ports
Each TTY port purchased supplies an in -bound and out -bound communication channel for the hearing-impaired.
Enhanced Text to Speech Resources by SpeechWorks-
Enhanced English and Spanish pronunciations for all text to speech conversions. Resources purchased in four port increments per personality/language.
Automated Citizen Information System (ACISIFAQ/311)
CIS/FAQ Licensed Software allows Customer's citizens and businesses to access pre-recorded answers to 'Frequently Asked Questions' and general information on Customer publi(
services by telephone or Internet and includes:
. ScdptwareWromplate Library
Over 1,000 Message template selections from Tele -Works On -Line Template Library and Scri twansO catalog.
Professional Recordings
Up to 250 professional recordings of messages edited and submitted by Customer on-line using the Template Library. English and Spanish recording:
available from Tale -Works. Customer may choose any number of other languages to self -record.
• Marketing PlaniCamera Ready Brochure
Comprehensive marketing program featuring successful strategies used by other communities to promote the system to users. A complete customizes
camera-ready brochure of message codes will be available on-line as a downloadable .pdf document to be printed by Customer.
. Web Presentment
Dynamic and searchable on-line presentment of the text of ACTS massages as FAQs on Customer website.
. Cali Transfer
Capability for callers to transfer to a live attendant at an internal extension associated with a particular message.
• Faxon -Demand
Capability to fax back documents associated with ACTS/FAQ messages._
TTY/TOD
ACTS/FAQ Functionality for hearing-impaired users. MUST purchase at least one TTY/TDD port.
. Multilingual
ACIS/FAQ functionality in additional languages (e.g. Spanish). Multilingual recordings can be included in the 250 package of recordings, purchase it
addition to the package or provided by the Customer. Translations must be purchased separately.
Citizen Response Message (CRM Plug -In)
Enhancement to ACIS/FAQ that allows in -bound callers to leave a voice or touchtone response to a message. Responses are retrievable from ACIS/FAQ web administration of
messages can be routed to a pre-set email address in wave (.wev) file format. Combined with Voice Smadcast, CRM also provides survey and polling functionality enabling the Customei
to generate out -bound calls that prompt recipients to respond by voice or touchtone to Customer -prepared queries. Tate -Works CRMrPlug-In Is not an Issue tracking database. Fora
tom late list of compatible Issue Mackin emir database products, contact Tele -Works.
Tele -Works Voice Response (TVR) Software
TVR Licensed Software enables telephone callers on every voice port to access web pages and interact with telephony -compliant TVR/Web Applications and can serve all applicatlon:
impiamentad across the entire enterprise. Provides the Web -to -Voice functionality for any web -based information that is not pre-recorded in natural voice. Microsoft- Text.to-Speect
resources are inherent in the License.
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TVR Application Development
Application development uses open programming and convergent technology to provide dynamic and interactive information services. Customer must speary and submit ivh
Application requirements on a Tele -Works Project Profile available on-line at http://www.tele-works.com/pmject.html. Pricing for any TVR Application is to be considered an estimate unti
a Project Profile is submitted and a firth quote provided. Should the database ever change, depending on severity of change, new application development fees may be incurred. Exec
X
application functionality and flow to be presented by Tele -Works.
Development is subject to the functional limitations and the contractual terms and conditions associated with database functionality, integration procedure, and/or use of any appiicatior
programming interface (API) from Customer's data vendor. Customer is responsible for supplying the integration procedures to Tele -Works and for ongoing maintenance and associatec
costs of the interface if obtained from a third -party or intemalty developed. Application Development will not commence until a Project Manager designated by Customer approves cal
flows and final application diagrams. Customer Project Manager is expected to adhere to a Timeline and Task List in order to avoid delays in design end implementation,
• Phone Interface: System users will access TVR Application(s) by a touchtone telephone. Customer may provide either a local andlor long distance
hone number for users to dial.
X
Web Interface: System users will access TVR Application(s) via standard Web Browsers 4.x versions or higher).
• TTY/TDO: System users will access TVR ication a via standard TTY/TDD machines.
• PDA: System users will access TVR Applicationis) through their PDA's web browser.
Multilingual: Applications with the some interactive functionality are available in Spanish as an additional language for both the phone and/or web.
• Reintegration Fees: Fees are assessed if after Customer acceptance of an Application, eCheck, ePayment, additional languages, interfaces, or voice
recognition are added.
ePayment Module Credit Card Processing
ePayment is a system -wide application that enables payments for the utility application only. The Module will perform secure transactions using Secure Socket Layer (SSL) encryptior
and will complete authorizations and funds transfers using the Internet gateway, payment processor, andwor Internet Merchant Account provider contracted by Customer. Tele -Works wit
assist Customer to assure compatibility with the Customer -selected provider of these services; however, all associated vendor set-up and ongoing transactions fees are the responsibility
of Customer. Upon verification of each transaction authorization, a confirmation is provided to the user and the payment amount transferred by batch process to Customer's Merchan
Account. Payment information is routed through the TVR Application to the applicable data host in a manner specified by the Customer in the Project Profile or during application
X
ePayment will provide secure services utilizing Secure Socket Layer (SSL) encryption and a digital certificate from VeriSign that Customer is responsible for procuring. If Customer
currently maintains an SSL certificate on the appropriate server, no additional certificate is required; however, Customer will be responsible for keeping the security certificate current. Ar
SSL certificate is not required for non-payment TVR Applications, but may be employed at the discretion of Customer.
Credit Card processing enables credit card payments for all enterprise applications. Credit Card transactions will be routed for payment processing and posted to the application data hos
as directed by Customer in the Project Profile or during application development. The Customer must use either Lynk Systems Inc. as the merchant account/gateway processor m
erisign's Payflow as a gateway processor. The Tele -Works standard price for the ePayment Module in effect at the time, currently $15,000, will apply if the Customer chooses e
merchant account provider or gateway other than these options.
eCheck (ACH) Processing
Option
ACH processing is a system -wide option of ePayment that enables electronic check payments via an ACH for all enterprise applications. Transactions will be routed for paymen
processing and postsd to the application date host as directed by Customer in the Project Profile orduring application development.
eCheck (Gateway) Processing
Option
eCheck is a system -wide option of ePayment that enables electronic check payments via a Gateway for all enterprise applications. eCheck transactions will be muted for paymen
processing and posted to the application data host as directed by Customer in the Project Profile or during application development
FirstResponder
Advanced notification system that generates coordinated audio and text emergency or non -emergency event messages over multiple communication channels. FirstResponder can be
used in conjunction with TVR Applications for outbound, proactive collections or communications. FirstResponder Licensed Software includes SelectAlert, and Broadcast Modules fol
Dice TTY/TDD Fax and eMaii any of which may be purchased unbundled from FirstReisponder. A portion of FirstResponder proceeds are donated to the FirstResponder Institute.
Broadcast Modules
Voice
Transmits unlimited outbound voice calls to lists of designated telephone recipients.
TTYTTDD
Disseminates event notifications to telephone numbers identified as TTYliOD-enabled devices.
Fax
Transmits unlimited outbound faxes to fax notification recipients.
Email
Transmits unlimited outbound emails to designated email notification recipients.
Alert Modules
. SelactAlart
Web -based personal alert manager included in FirstResponder that allows users to subscribe to notification types.
GeoAlert
Separate purchasable Module that extends the capability and functionality of FirstResponder. This GIS interface exports Customer provided goo -coded date
and generates notification contact lists for a geographic region selected by the system administrator. Customer is responsible for the purchase, readiness
and/or accessibility of Customer map data, contact data, geo-coding and any ongoing maintenance or service fees for these data sets. Tele -Works car
subcontract GeoCoding services and bill the Customer directly for any third party GeoCoding services.
FirstResponder Pius
Allows message recipients to enter in a PIN or other input to log responses. Allows message recipients to enter fime to specified destination. Broadcast can be discontinued after e
defined number of resoonse tvoes have been reached. This functionality reoulres the ourchass of Voice Broadcast.
Interactive Voice Broadcast
Allows outbound calling lists (e.g. for TVR applications) to be linked with specific account information such as account balances or payment history with seamless transfer into the TVF
aoolication. This functionality reoulres a database fe.o. MVSOLI with phone numbers. Interactive aoolication and voice broadcast.
TERMS AND CONDITIONS
Customer is expected to execute an agreement with Tele -Works that fully documents Terms and Conditions associated with a purchase of a Hardware Platform, Tele -Works Licenser.
Software and/or Modules. Tale -Works is qualified to deliver these Products and will perform its obligations exercising an industry standard of care. Both Customer and Tele -Works
understand the need for timely installation of the Products and neither will be responsible for delays caused by the other. Customer may terminate the Agreement upon fifteen (15) days
X
'den notice, but is obligated to pay for services delivered by Tele -Works up to the termination date.
For all Licensed Software, Tele -Works grants a personal, non-exclusive, non -transferable, non -assignable, non-sublicensable license to Customer to use the Licensed Software for ht
own business purposes, by its authorized personnel. Tele -Works reserves all rights to the Licensed Software not expressly granted. Customer is responsible for protecting agalns
breaches of orivacv and unauthorized access to or misuse of the Aoolication or data. includino credit card and checkino account numbers.
PRICING AND PAYMENT TERMS
Pricing is valid for ninety (90) days from the issue date. Purchase Orders must be issued from and reference the final quotation number. Payment terms are net thirty (30) days; 35% o'
X
the total contract due upon P.O./Award/Contract/Noticeto Proceed; 55% due upon installation of each separate Product purchased; final 10% of each component due upon Tele -Works
completion of CustomerAcceptance Testing (as defined below), not to exceed one (1) year from the later of the effective date of the Agreement or the Purchase Orderwhen installation of
comoletion Is deloved by Customer. Customer oavment corms are Identified in a Timeline and Task Ust. Customer shall self assess env taxes.
INSTALLATION
REQUIREMENTS AND PRODUCT TRAINING
Tale -Works installation engineers will cooperatively arrange delivery and training with designated Customer personnel in coordination with the milestones on the Timeline and Task List
X
Customer must cancel any installation arrangement with Tele -Works thirty (30) days prior to the scheduled date to avoid incurring the standard installation charges.
R training includes the functionality of TVR Applications and ePayment, such as application settings, ePayment logs and system usage statistics. installation of TVR Applications mal
be either onsite or remote. based on Customer moulmments.
PLATFORM AND NETWORK ENVIRONMENT
Platform will operate in a normal office environment, use standard telephone and network connections and be configured as a stand-alone rack mountable or desktop chassis. ALIS call
reside
on the 5.0 Platform and TVR Web Applications may reside on the 5.0 Platform or on a Customer -provided IIS web server. The 5.0 Platform and any TVR web server will be
maintained within a secure network environment provided by Customer.
Customer is responsible for all standard maintenance and licensing for the 5.0 Platform and web server including, but not limited to, data archival and backup, service packs, security
patches and updates and domain registration. Customer will license and install anti-virus software and periodically update virus definitions to assure that Tele -Works products arc
orotected from viruses that could be contracted from anv source Inciudino. but not limited to. the local network. the Internet. email. ohvsical disk or data exchonae.
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TVR PROJECT ACCEPTANCE
Customer Acceptance Testing (CAT) of a TVR Application or ePayment Module commences once Tele -Works has completed final change orders corresponding to call Bows and/or
X
application diagrams approved by Customer. The thirty (30) day CAT period is suspended for the period of time required for Tele -Works to correct an Application Failure reported b)
Customer in writing. The remainder of the CAT period resumes immediately upon Customer-acknowledgedresolulion of the Application Failure. If Customer does not provide Tele -Work -
with notice of an Aoolication Failure within the CAT oeriod. the Aoolication will be considered accented by Customer and sublect to final oavment. At the conclusion of the CAT oetiod.
PRODUCTSUPPORT
Tale -Works provides Product Support for one (1) year dating from the installation of the Platform or Licensed Software or one (1) year dating from the Project Acceptance of a TVF
X
Application or ePayment. Customer may elect annually to continue Product Support at a cost based on a percentage of the list price of the Product, plus any subsequent purchases.
Product Support is limited to design defects or material failure of a Product to operate as specified. Tele -Warks is not responsible for Product Support for circumstances beyond its contra
such as Customer abuse, misuse or failure to property care for Products while in its possession, or for acts of God. Technical Support is available during business hours by phone of
small. Su000rt Issues are assioned a msoonse classification of Critical or Non-critical and remote diagnostics are conducted usino either dial -in su000rt or a Virtual Private Network
CUSTOMER RESPONSIBILITIES
X
Customer is expected to accept certain fundamental responsibilities to assist in timely project completion. The Timeline and Task List specifically documents project responsibilities o
Customer and Tele -Works. Customer responsibilities include but are not limited to:
Customer Project Management Responsibilities
Identify reporting lines of communication and approval to Tele -Works
• Assign responsive internal project manager
• Facilitate communications with any third parties not directly contracted with Tele -Works
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Pay invoices promptly and according to terms
Specify and provide feedback on design, content, phrase lists
• Respond to business practice inquiries
Approve and sign off on application flows and diagrams
• Schedule and assure attendance of applicable personnel at training sessions
Conduct Customer Acceptance Testing (CAT)
Customer Technical Responsibilities
• Provide Application Programming Interface (API)
• Obtain SSL Certificate
X
Obtain domain name/DNS registration for web server
• Arrange network support
• Provide secure network environment
Establish test and production environments
Customer ePayment Module Responsibilities
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Secure a payment processor
• Secure an Internet Merchant Account and Internet Gateway
Provide ACH specifications from bank for sCheck
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