DELIVERY AND INSTALLATION BY TELE-WORKS FOR HARDWARE, LICENSED SOFTWARE, APPLICATIONS AND SERVICE
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Parties:
Tele-Works:
Customer:
Agreement:
Effective Date:
Contact Persons:
Proiect:
TELE-WORKS AGREEMENT
COVER PAGE
T ele- Works, Incorporated
Virginia Corporation
1080 South Main Street
Blacksburg, Virginia 24060
Tel: 540-953-2631
Fax: 540-951-4016
Attn: Elaine Vass Gal
Clearwater
a Florida City
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Tel: 7}''''-~''1-4(,'2
Fax: 71,7-5,-7.- 4 "q",
Attn:
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)
Enhanced Test to Speech Agreement (Attachment D)
In the event of any inconsistency between any of the documents listed immediately
above, the Terms and Conditions shall control.
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~:;~Works: Elaine ;:~ G~:~siness ~:~.r~y~as~~;~ek~~l;~~~;"'- , t cow
City of Clearwater: ,..,. "i).\rll..f;: (name, title, e-mail, and phone)
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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
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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.
Warrantv Period:
One (l) 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-W~' INCORPORATED
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Name: 1S{' ~(lL'" 40.5 ~
Title: C, TO
City Of Clearwater
112 South Osceola Avenue
Clearwater, FL 33756
CITY OF CLEARWATER, FLORIDA
By ~t~
William B. Home II
City Manager
Attest:
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TELE-WORKS AGREEMENT
TERMS AND CONDITIONS
1. 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. Tele-Works
place of business at which time risk ofloss 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-Works 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.
Solution not immediately apparent, support escalated to senior level and estimate of time
to correct failure provided within two (2) hours.
Solution not immediately apparent, support escalated to senior level and estimate of time
to correct failure provided within four (4) hours.
Critical:
Non-Critical:
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.
2. 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 time frame 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 T ele- 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 govemmentjurisdiction or otherwise allowed.
3. COMMENCEMENT AND COMPLETION OF PROJECT.
3.1 Tele-Works shall perform the Project within the time frame specified in the Task Matrix, provided,
however, that no failure to meet the Task Matrix shall be a breach of this Agreement unless such failure has a
present and demonstrated material adverse effect on Customer's operations.
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
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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
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 Copyright. 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
Customer shall indemnify and hold harmless Tele-Works from any liability therefore, together with Tele-Works cost
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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.
6. 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.
7. 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"). INTHE 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
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REPLACEMENT WITHIN THREE (3) BUSINESS DAYS OF RECEIVING FROM CUSTOMER THE
DAMAGED PLATFORM AND THE REQUIRED BACKUP. THE REMEDIES SET FORTH IN THIS SECTION
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 MERCHANT ABILITY 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 P ARTY 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 P ARTY'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).
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9.
INDEMNIFICATION.
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 Indemnity 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 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.
Florida Statutes Chapter 199, the Public Records Act, will control as to public records status of information.
10.2 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
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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.
12. EOUAL 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 payor 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 (1 st) 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.
9
14.7 Partial Illegalitv. 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
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 Compliance. 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.
10
ATTACHMENT A: SCOPE OF WORK
PRODUCTS AND SERVICES SPECIFICATIONS FOR
THE CITY OF CLEARWATER
TELE-WORKS FIRSTRESPONDER MODULE
Introduction
The Products and Services described below will allow the City of Clearwater ("Customer") to
provide maximum dissemination of event notifications.
The following Products and Services are provided within this Scope of Work:
Section # I: e Vision Platform Server
Section #2: FirstResponder Module
Section #3: Installation and Training
Section #4: Services and Warranty
This Scope of Work supports Quotation number 5637 provided to the customer on 7/6/05,
incorporated by reference as Attachment C. Invoicing, deliverables, acceptance terms and
responsibilities are detailed in the Project Timeline described in Attachment B. Tele-Works will
provide complete installation and training associated with each aspect of this Scope of Work.
Section #1: eVision Platform
The physical dimensions, operating environment and the exact specifications of the Platform are
described in Exhibit A.I. These specifications are subject to change to provide the most up-to-
date configuration to the Customer. The system 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. The specified Platform will be delivered with 32-Voice Ports, 2-
Fax Resources, I-TTY Port, and 32 enhanced text to speech resources. The Customer is
expected to sign the Speechworks Agreement, Attachment E. . Port capacity can be expanded as
needed.
The Customer is required to provide a secure network environment within which the Platform
will reside. Measures taken by the Customer to provide the secure network environment
include, but are not limited to, the licensing and installation of anti-virus software and
periodically updating security patches and virus definitions to assure that the Platform
environment is protected.
Section #2: FirstResponder Module
FirstResponder software version 5.x will generate event notifications over multiple channels and
reside on the Platform described in the above Section. The Customer is required to license and
install anti-virus software and periodically update virus definitions to assure that the Tele-Works
telephony Platform and FirstResponder software are protected from viruses that could be
contracted from any source including, but not limited to, the local network, the Internet, email
or physical disk or data exchange. The Customer is expected to sign the FirstResponder
Software License Agreement, Attachment C.
Contact Database
The Customer has the option to create and store contact lists within a MS SQL or MySQL
database residing on a Customer server or on a MySQL database provided by Tele-Works and
stored on the FirstResponder Platform. Information stored in the database includes, but is not
Attachment A: Scope of Work
Page I
limited to name, contact method and contact number (Le. phone number).
The FirstResponder software will reformat a single informational post made by a system
administrator and deliver the message over the communication channels listed below.
Administration of the system is web based and accessible by an unlimited number of authorized
users. The system administrator(s) will log onto the system, type text for a notification message
and post the message content. The content will be automatically reformatted for each
communication device and relayed to the individual device queue. If desired by the Customer,
different content may be formatted for the various devices.
. Voice Broadcast - This method of notification allows the Customer to initiate unlimited
outbound voice calls to Voice Broadcast lists of designated telephone recipients.
. TTY Broadcast-This method of notification uses Voice Broadcast lists in the same
manner as Voice Broadcast described above to disseminate an event notification to
telephone numbers identified as TTY-enabled devices in the database.
. Fax Broadcast - This method of notification enables the system administrator to
transmit unlimited outbound faxes to fax notification recipients.
. Email Broadcast - This method of notification enables the system administrator to
transmit unlimited outbound emails to designated email notification recipients.
. Web Broadcast - This method of notification enables the system administrator to
transmit text information to designated Customer website.
Broadcast statistics are available during and after each notification and include detailed results
from each notification event.
The SelectAlert application will integrate with the Customer's MS SQL or MySQL database and
will allow the Customer's end-users to opt in or opt out for specific types of event notifications
and to select the method of contact. The application will be accessible via the web and hosted
on a secure Customer provided liS web server and maintained environment utilizing SSL
protocol at the option of the Customer.
Section #3: Installation and Training
Tele-Works Installation Engineers will cooperatively arrange delivery and installation with
designated Customer personnel. Tele-Works will provide the Customer with one full day of
onsite installation and training services. Subsequent training days are $500 per-day during the
same site visit. Installation will include onsite testing of Platform software and hardware. The
Customer must cancel any installation arrangement with Tele-Works thirty (30) days prior to
the scheduled date to avoid the assessment of the standard installation charges.
Platform training explains the physical attributes of the system, software and system
administration tasks, regular maintenance duties including backup procedures and end-user
capabilities. Hands-on instruction is a part of the training program.
Training by Tele-Works on the functionality of FirstResponder will occur onsite at time of
installation. During installation, the Customer will be trained on administration functions. such
as configurable application settings, setup of sub users, and system usage statistics and event
posting. All aspects of FirstResponder and training are clearly outlined in the Operations Manual
Attachment A: Scope of Work
Page 2
.. c
provided during installation.
Section #4: Services and Warranty
T ele-Works will provide the Customer with the necessary Products and Services to deploy the
application in this Scope of Work. Hardware and software configuration, installation, training
and documentation are included.
Tele-Works warrants that the Products and Services will perform according to the specifications
within the Scope of Work. Materials and labor are included and 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 for the hardware and software components
would be $13,500. 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
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Tele-Works,lncorporated
QUOTATION
eVI8.'ON
THE FUTURE OF E.GOVERNMENT 1'5 NOW
II
Contact:
Location (Customer):
State:
Description:
Dan Mayer
Clearwater
FL
eVlslon Platform with 32 Voice Ports and Enhanced Text-to-Speech and FlrstResponder
Account Manager:
Date:
Quotadon Number:
Kevin Campbell
7/512005
Q5637
Quoted/Information
X
X
X
X
X
X
Solution Set Unit Price Q
eVlslon Platform $ 7,000.00 I $
oice Ports $ I ,000.00 32 $
Fax Resources $ 1,000.00 2 $
TTYfTDD Port $ 1,000.00 I $
Enhanced T exMo-S eech Resources english $ 1,000.00 32 $
FlrstRes onder Includln Broadcast Modules and SeleetAlert $ 16 000.00 I $
Voice Broadcast
--'rnjfDDjj;;;;~i;;;si"'--'------------------------------------------------------------------------ ---------------.---------- ----- -----------------------
---F;.;;'jj;;;;;.;;;,--..--....--.---.---------.-------------------------------------------------------- ------------------------- ----- -----------------------
:::~~~L!ii~~~:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: :::::::::::::::::::::::::- ---- :::::::::::::::::::::::
Web Broacast
---~ieaAi;;;----------------------------------------------------------------------------------- ------.------------------
Extended Price*
7,000.00
32,000.00
2,000.00
1,000.00
32,000.00
16000.00
$ 90,000.00
* Sub> ect to Disclosure Sheet at ows
Quoted/Information eVlSlON SOlUTION SeT
SoX Hardware Platform
X Industrial-grade.passlve backplane chauis runnlnJ Mieroaoft Wmdowal003 OS Server accommodates the eVision product line in either single or multiple service deploymenu. Exact specifications are subject tc
chanl!'e to brovlde the most UD.~date confilruratton to Customer.
VolcePorcs
X Customer may select either digital or analog voice ports. or a combination. Ports are purchased In a minmum Increment of four; and thereafter in increments of two. For digital Installations. Customer is requiral
to obtain an ISDN PPJ and is responsible for coordinating the testing of the dlgftal confic\nrion with.. related parties. Including TeI~Works. any telephone tystem vendor and the digital service provider.
X Fax R.elourcel
fax Resources for fax.on-Oemand or Fax Broadcast dvnunicallv Ieverue the Durdued arab or cU2IcaI voice DatU and are available In Increments of two.
X TTYfTDD Ports
Each TTY Dort Durchased sUDDlles an In-bound and out-bound convnunkadon channel for the heui,.imPaired.
X Enhanced Text to Speech R.esources by SpeechWorks-
Enhanced En IIsh and SDanlsh Dronunclations for all text to IDeech COnYerllonL Flescu'ces DurdIased In four port increments per personallty/laRJ:uQe.
~tomated CItizen Infonnatlon Syotem (ACISlFAQ/lll)
IACISlFAQ licensed Software aIIO'NS Cultomer's citizens and businesses to acCell pre-recorded answen to "Frequently Asked Questions" and general Information on Customer public services by telephone 0
Internet and Includea:
Scrlptware~ fTemplate Library
Over I 000 messal!'e tern late selections from Tel.Works On-Line Temolate Llbrarv and Scrl twarelll cataIOi!.
. Marketing Plan/Camera Ready Brochure
Comprehensive marketing program featuring succeuful stratetcies wsed by other communities to promote the I)'stem to users. A complete customized camera-ready brochure 0
messue codes wfll be available on.lIne as a downloadable .Ddf~doc:ument to be Drinted by Customer.
Web Presentment
Dvnamlc and searchable on-line Dresentment of the text 01 AOS meuaps at FAQs on Customer webslte.
Call Transfer
CllDabllltv for callers to transfer to a live attendant at an internal extension usociated with a ..
Fax-on-Demand
CaDabllltv to &x back documents associated with ACISIfAQ rneuuea.
TTYfTDD
ACISlFAQ functionalitY for hearl"'Hm.aJrod......... MUST _ at lout one TTYfTDD ......
Multilingual
ACISlFAQ functionalitY In ad<6donal '"""'- I.... Soanishl. I\ecordina and ll'VltIatIont must be pur<hued s..arately.
Citizen Response Message (CRM Plul-ln)
Enhancement to ACISlFAQthat allowa In-bound callers to leave a voice or touchtone response to a rneuace. Responses are retrievabJe from ACISlFAQ web administration or mesnges can be routed to a pre
set emall acIdreu In wave (.wav) file format. Combined with Voice Broadcast. CRH aka prcMdes SUI'Y8)' and poling funcdonality enabling the Customer to generate out-bound calls that prompt recipients tc
respond by voice or toUchtone to CustOmer.preparedquerles. TeJe-WOI'b CRH IfIII-in ;. not VI iuue tncldtJl"ra6ua For _ complete list of corrvntib1e h6ue tncking/crm tMCllnse products. eontaC'l
TeAt-Worh
Tela-WorD Voice Response (TVR) Software
TVR Ucensed Software enables telephone aDen on fNety voice port to KeelS web pips and inceract with telephony-compliam TVRfWeb Appllcatlonl and can serve all applications Implemented across th
entire enterDrlse. ProvIdes the Web-~Voice fund:ionaIib. for any web..bued Infonnadon that is not Df'e-recorded in natural voice.
TVR Application Development
Application development uses open provunmlnlancl converpnt tec.hnolosY to proYide dynImic and Intaractfve informatlon services. Customer must specify and lubmit TVR Application requirements on aT ele
Works Project ProfIle available on-lIne at hup:JIwww.tele-worb.comfpro;ea.htmL Pridna: for any TVR Applicadon is to be considered an estinw.te una1 a Protect Profile is submitted and a firm quote provided
Should the dalabue ever change, depen..... on --my of change, _ oppIlcatIon development INs may be InculTed.
Development is subJea to the functional Umk:adons and the contI"aCtlAI terms and condidonI UIOdated with cIacabase functionality, Integration procedure, and/or use of any application programming interfac
(API) from Customer's data vendor. CUItOmer is respDfUIe for supplylrc the lntegndon procedures to Tea.Works and for ongoing malnc:enance and associated cosa of the interface If obtained from a third
party or Internally devdoped. AppHcaDon DeveJopmem: will not convnence until a Profect Manapr desipted by Customer apptovel call flows and final application dia&rams. Customer Project Manager'
--ected to odhere to a Timellne and T uk Uat In order to avoid delaya In desl.en and ....Iementadon.
. Phone Interface: System users wUl access TVR AppIkadon(s) by a toucht:one telephone. Customer may provide either a local and/or tong distance phone number for users tc
d;al UP to I 00 ........t.J .h..... are lndudad at no addidonal coat; ......... wi! ba billed out -...teJy.
Web Incerface: 5vm!.m users will acceu lVR AppHc:adon(. . standard Wf!b Browsers 4.)( venions or h12her).
TTYITOD: SYItem users will access TVR. ADDIkatlonlsl via standard TTYITDD machines.
PDA: Svsum us.-. wfU acceu 1VR ADDlkadon(s) dtrotGh their POA's web browser.
HultiUNlUaI: ADDUcations with the same Interactive functionality are available In SDanlsh u an additional IaMuan for both the phone anclfor web.
Relnteftadon Fees: Fee. are assessed If after Customer acc8Dtance of an AppUcatIon, &Check, ePayment, additionallanRUl,PS, interfaces, or voice recopnitlon are added.
. Profeuiondy Recorded TVR Prompts: The following. prtdngfor lVR prompts In excess of the initial 100 recordings provided at no charge: $10 per prompt in 2S.wor
Increments. MInInun orden are S 150 for Wish and 5200 for sNntsh. A S 100 setUD fee IlDplies for reDat orders.
th Foil
Page I of 3
Tele-Worl", Ine.
Attachment C - Quotation Number Q5637 7-6-05.xls
.. ~
....1"'... Mod.l.
~ Is a system~wide application that enables payments for all enterprise applications using the sante transaction processing method and processor. The Module will perform secure transactions using Sewr
kKket Layer (SSl) encryption and will complete authorizadonl and funds tn.nsfers using the Internet gateway. payment processor, and/or Internet Merchant Account provider contracted by Customer. T eIe
Norb wAl assist Customer to assure compatibility with the Customer.selecced provider of these services; however. all usodated vendor set.up and ongoing transactions fees are the responsibnity of Customer
Upon verification of each transaction authorization, a confirmation Is provfded to the user and the payment amount transferred by batch process to Customer's Merchant Account. Payment Information is route
throum the TVR Application to the appllc:able data host In a manner loedfled bv the Customer In the Prolect Profile or durinli! IlDpllcatlon develooment.
ePayrnent wi! provide secure services utilizing Secure SO(.ket l:ayer (SSL) encryption and a digital certificate from VeriSlgn that Customer is responsible for procuring. If Customer currently maintains an SS
c:erdficate on ttte appropriate server. no additional certificate Is required; however, Customer wJlI be responsible for keeping the security certificate current. An SSL certificate is not required for non-paymen
TVR AooIkati..... but..y be om .Ioyed at the dlsuedon 0/ CUItOI11Or.
Credit Card Proceuinc
Credit Card proc:eainJ: II a system~wJde option of ePayment that enables credft card payments for all enterprise application.. Credit Card transactions will be routed for payment processing and posted to th
ilDDlIcation data host as directed hv Customer In the Pro ect Profile or clurlnllllDDllcatlon develoDn'lent
eCheck (ACH) Pro....1nc
CH processing 18 a qstem-wide option of ePayment. that enables e1ettronlc cheek payments vb. an ACH lot all enterprise applicadons. Transactions will be routed for payment: processing and posted to th
ilDDlialtion dda holt: as directed hv .Customer In the Pro ect Protne or durlM BDDllcadon develDDment.
.ched< (Gateway) Pro....1nc
eCheck . a I)'IUm-wfde option of ePayment that enables electronic check payments via II. Gateway for.. enterprise appHcadona. eCheck transacdons will be routed for payment processing and posted to th
lDOUc:adon data host as directed bv Customer In the Prolect ProfIle or clurin!! appllc:adon development:
FlntR.uponder
X ~ced notJficaI:ion Iptem that generates coordinated audio and text emergency or non-emergency event messages over muldp4e convnunlcadon channels. flrstResponder an be used In conjunction with TV
I\ppNcadons for oucbound. proactive collections or communications. FlrstResponder licensed Software Indudes SeIectAIert, and Broadast ModuJes for Voice, TTYITOD. Fax and eMail, any of which may b
urchased unbundled from FlrstR.esDonder. A Dortlon of FlmResponder proceeds are donated to the FlrstResponder Institute.
Broadcast Modules
X . Voice
Transmits unlimited outbound voice calls to lim of designated telephone redpients.
X . lTYrrOO
Disseminates event notiflcatJons to telephone numb en Identified u TTYITOO-enabled devkes.
X Fox
Transmits unlimited outbound faxes to fax notfflcadon recipients.
X . Wob
Transmits text Information to deslR:nated Customer webpqe.
X EmaI1
Transmits unlimited outbound ernaIIs tD designated ermiI notifIcadon recipients.
ert Modules
X SeloctA1....
Web-based DO...na1 alert......... Included In that aI10ws users to lubscribe to notlflcatlon types.
. GeoAlert
Separate purchasable Module that exutnck the capability and functionality of FlrstR.esponder. This GIS interface exports Customer provided geo-coded data and generate
notification concact lists for a ~hlc: region MIected by the I)'Item "'Inlstrator. Customer is responsible for the purchase. readiness and/or accessibility of Customer I1'IaI
data, contact data, po-codingand any onsoinI rNintenance or Ief"Vke fees for these data sets. Tele~Works can subcontract GeoCodlng services and bill the Customer directly fa
any th.... DUtY GeoCodIM oeMceo.
FlrstR.81Donder Plus
Allows message reclplena to enter In a PIN or ocher Input tD !os responsea. AIows meaace recipients to enter time to specified destination. Broadast can be discontinued after a defined number of respons
tYDes have been reached. This es the IMO"ChaIe of Voke Bn:.dcast.
Interactfve Voice 8roadcuc
Allows outbound ~ lists (e.g. for TVR. applicadoM) tD be linked with ~ account Informadon such as account balances or payment history with seamless transfer into the TVR. application. Thl
functional;'" .....Ires. cIarabue (e.r, MySQLI with phone ........... --.. __ and voice bn>ed<ut.
Cultomer Is expected tD l!lXecute an .,.-eement wfth T....Worb that fuIy documents Terms and Conditions associated with a purchase of a Hardware Platform. T ele-Works Wcensed Software and/or Modules
Tele.Works b quaUfled tD deliver these Products and wII perform ita oblipdonl exercisinc an &ndustry standard of care. Both Customer and Tele.Works understand the need for timely Installation of th
X Products and neld\er will be responsible for delays causecI by the other. Customer".., terminate the Agreement upon fifteen (I S) dafi written notice, but Is obligated to pay for services delivered by T e1e-Work
up tD the termination date.
For all UcensecI Software. Tele-Works grants a personal. hOfHXdusive. non-tnnsferabIe non-asaipIIbte. non-sublicensable license to Customer to use the Licensed Software for its own business purposes, by it
auchorized penoMel. TeI.Works reserves all righa to the Licensed Software not eucpreuly Jnnted. Customer Is responsible for protecting against breaches of privacy and unauthorized access to or misuse 0
the ADDlkadon or data" Indudlnr credit card and cheddflfi! account numbers.
X Pridng Is valid for ninety (90) clays from the Issue date. Purchase Orders must be luued from and reference the final quotation number. Payment terms are net thirty (30) days; 35% of the total contract due upo
P.OJAwardlContractlNotIce to Proceed; 65'1. due uoon Instal1adon of each seDaf'8te Product purchued. Customer shall self asSesl any taxes.
ele-Works InstaIIadon englneen will cooperadvely arrange delivery and training with dealgnated Customer penonnelln coordilW.tlon with the milestones on the Tlmellne and Task List. Installadon willlnclud
testing 01 Platform Hardwareand Wcensed Software. Tel.Worka will provlde a comprehensive bst of Installation keady Tub at least one month prior to the ac:heduled date. Tasks Include, but are not limited to
X hone line avaiJabDIty, system security and network environment. Customer mUd ancelllIlY' InIcaI8don arrmtgementwittl Tele-Works tttlrty (30) clays prior to the scheduled date to avoid incurring the standar
Installation chargeo.
Platform training explains physical attrIbutet of the hardware, maintenance requiremena and system admlnlstradon, lnducling backup procedures. ACIS training covers web-hasecl administration features and th
online Template L1br-ary. TVR. training Indudes the functionality of TVR. AppIIcadonI and ePayment. auch as application setrinp. ePayment lop and system usage statistics. Installation of TVR Applications may b
either onslte or remote, based on Customer reaulremena.
PLATFORM AND NETWORK ENVIRONMENT
Platform wiD operate In a nonnal office environment, use stanctard telephone and networit connecdons and be configured u a scand-aIone rack mountable or desktop chassJs. ACIS wnl reside on the 5.x Pladorn
and TVR W. Applladons may reside on the 5.x Ptadonn or on a Custorner-prcmded liS web server. The 5.x Platform and ury TVP. web server will be maintained within a secure network environment proYlde
X by Customer.
Customer I. responsible for all standard maintenance and Ilcenslng for the S.x PIatfonn and web server including. but not limited to, data archival and backup. service packs, security patches and updates an
domain registratJon. Customer will license and Install anti-YIrus software and periodicaIy ~ viruI definitions to assure that Tele-Works product.l are protected from viruses that could be contracted from an
source IndudinJ. but not limited to. the local network. the Internet, ermI, ~ disk or daD exdan2e.
Customer Ac.c.eptance Testing (CA 1) of a TVR. AppIicadon or ePa)tment Module convnences once T__Worb t.s completed final change orden corresponding to call flows and/or application diagnnu .pprove
by Customer. The thirty (30) day CAT perIocIls suspended for the p<<iod of em., required for T...Worb to COrTect an Applk:adon FaDure reported by Customer In writing. The remainder of the CAT perio
resumes Invnediately upon Customer.adcnowled&ed resolution of the Appllcadon FaDLa"e. If Customer does not prtWtde Tel.Worb with notke of an Application Failure within the CAT period, the Applicatlo
ill be conslclerecl accepted by Customer and ~ to ftnaI payment. At the conclusion 01 the CAT period. Tele-Works will send a Project Close Letter u notification of the Inception of the one (I) yea
nod and YOrifladonthat _ 01 the ~.;".......... to C_.
eI.Works provldel Product Support. 1ndudJ"I parts and labor, for one (I) year dadn& from the inltallatlon of the Platform or Licensed Software or one (I) 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 percenta&e of the list price of the Product, plus any .ubsequent purchases.
Product Support Is Hmited to design defects or material failure of a Product to operate as specified. Tel.Works is not responsible for Product Support for circumstances beyond lu control such as Custome
abuse. misuse or faI1ure to properly care for Producu while In ltI possession. or for acts of God. Technical Support is available during business hours by phone or emaIt Support Issues are assigned a respona
clasalflcatlon of Crldcal or Non-critlcal and remote diagnostics are conducted using either dial-ln lupport or a Virttal Private Network COMectiOn.
f'a&e2of3
Tele-Works.lnc.
Attachment C - Quotation Number Q5637 7-6-05.xl.
II. ~
X Cuscomer II expected to accept certain fundamental responsibilities to uslst In timely prolect completlon. The TlmeJlne and Task List specifically documents project responsibilities of Customer and T ele-Works
CUItomer re&DOnslbnldes Include but are not limited to:
CUltomer ProJect Management Respon.lbiUtlu
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-Workl
Pay Invoices promptly and according to terms
X Specify and provide feedback on design. content, phrase IlstI
Respond to business practice Inquiries
Approve and sign off on appllcadon flows and diagrams
Schedule lnlfBlladon Infrastructure lndudlng phone lines
Schedule and assure attendance of applicable penonnel at training sessions
Conduct CuSUtmer Acceptance Tutina (CAT)
AcceD' delIverY 01 Products
Customer Technical ResponalbRitlea
Provide Application Prognmmlng I_e (API)
Obtain SSL Certificate
ObtiUn domain ~NS registration for web server
Arnnge network lU1d phone vendor support
Provide secure network environment
Esablish test and Droducdon envlrormenu
Customer ePayrnent Module RuponsibOitlu
Sec:w-e a payment processor
Secw-e an Internet Merchant Account and Internet Gateway
Provide ACH ",dead.... frcm bank lor .check
Page 3 of 3
rele.Works, Inc.
Attachment C. Quotation Number Q5637 7..(H)5.xls
It" ": "..
ATTACHMENT D: SPEECHWORKS END USER AGREEMENT
This END USER AGREEMENT. effective 101, /o{' is entered into by and between Tele-Works, Inc. ("TW")
and The City of Clearwater ("END USER"). I
WHEREAS, TW has entered into a Value Added Reseller Agreement between Tele-Works. Inc. and SpeechWorks
International. Inc (SWI), whereby SWI grants and TW accepts a non-exclusive and non-transferable right to I (a)
reproduce certain SWI Software for the purpose of incorporating such software into TW products and (b) to market,
license and distribute the SWI software as a part of the TW products pursuant to an END USER AGREEMENT
entered into by TW and END USER.
NOW THEREFORE, TW and END USER agree as follows:
I. License Grant. TW grants to END USER a non-exclusive, non-transferable right and license to use the TW
products [include applicable limitations - one machine - one location, etc.].
2. Ownership of Licensed Software. END USER acknowledges that TW and its licensors and/or suppliers retain all
right, title and interest in and to the original, and any copies. of the TW products and ownership of all patent,
copyright, trade secret, trademarks and other intellectual property rights pertaining thereto. shall be and remain the
sole property of TW and its licensors and/or suppliers. END USER shall not be an owner of any copies of, or have
any interest in, the TW products, but rather, is licensed pursuant to this Agreement to use such copies. Without
limiting the generality of the foregoing. END USER receives no rights and agrees not to: (i) modify, port, translate,
localize, or create derivative works of the TW products; (ii) decompile, disassemble, reverse engineer or attempt to
reconstruct. identify or discover any source code. underlying ideas. underlying user interface techniques or algorithms
of the TW products by any means whatever. or disclose any of the foregoing; (v) sell, lease, license, sublicense, copy,
market or distribute the TW products; (vi) knowingly take any action that would cause any TW products to be placed
in the public domain; or (vii) distribute any batch or off-line processing of content using the SWI Software, except by
payment of the applicable "port" fees or use any speech data files delivered by SWI except in connection with the SWI
Software.
3.Acknowledgment of Proprietary Materials: Limitations on Use. END USER acknowledges that the TW products are
protected by the intellectual property laws of the United States and other countries, and that they embody valuable
confidential and trade secret information of TW or its licensors and/or suppliers. TW agrees to hold them in
confidence and agrees not to use, copy, or disclose, nor permit any of its personnel to use, copy or disclose the same
for any purpose that is not specifically authorized under this Agreement. END USER agrees that TW's licensors and
suppliers are intended third party beneficiaries of the provisions hereof.
4.L1MITATION OF LIABILITY. TW'S. LICENSORS' AND SUPPLIERS' LIABILITY TO END USER AND ITS
OFFICERS, CUSTOMERS AND EMPLOYEES FOR ANY CLAIM ARISING UNDER THIS AGREEMENT OR
OTHERWISE ARISING FROM THE TRANSACTIONS CONTEMPLATED HEREIN. REGARDLESS OF THE FORM
OF ACTION WILL NOT EXCEED AGGREGATE FEES ACTUALLY PAID TO TW DURING THE ONE YEAR
PERIOD PRECEDING SUCH CLAIM.
5. CONSEOUENTIAL DAMAGES. IN NO EVENT SHALL TW OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR
ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING. BUT NOT LIMITED TO. LOSS OF
REVENUES AND LOSS OF PROFITS, EVEN IF TW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
6.Term and Termination. This END USER AGREEMENT shall remain in effect until terminated by the END USER by
providing thirty (30) days written notice to the other party. Upon termination of this END USER AGREEMENT, END
USER will discontinue use and destroy or return to TW all TW products that contain SWI Software.
.' ~, ,~
IN WITNESS WHEREOF, each party hereto has as of the above date caused this END USER AGREEMENT to be
signed by its duly authorized representative.
TELE-WORKS, INC.
ByL&
I
Name ~f'\G\N\ UO$$
Title C-TO
Date ~ /7/05
, ,
-""
CITY OF CLEARWATER, FLORIDA
B~ tf)~~;;rr
William B. Horne II
City Manager
Attest: