HomeMy WebLinkAboutTWENTY FIRST CENTURY
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Twenty First Century
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UNIVERSAL COMMUNICATIONS SYSTEM
BETWEEN
Twenty First Century Communications, Inc
("Provider")
750 Communications Parkway
Columbus, OH USA 43214
Effective Date: lli-roty ( 2J ( lOo 1
Augusta, Georgia
("Client")
530 Greene St
Augusta, GA 30911
Provider agrees to furnish and Client agrees to subscribe to, access to and use of the telecommunication system and
network of local telecommunication lines, designated number lines, private lines and other means developed by the
Provider for overflow crisis or emergency information recovery or information access services, CTFCC's Universal
Communications System'), in accordance with the following terms and conditions:
1. TermlTermination.
a. This Agreement shall be effective from the Effective Date set forth above (the "Effective Date" and
shall continue in full force and effect for a period of one (1) year from the service 'turn on" date, and shall renew
automatically for up to three (3) years provided that there is no change in the agreement and the relationship between
Provider and Client is not dissolved. Augusta-Richmond COU'1ty reserves the right to notify the Provider 60 days in
advance of intention not to renew contract if it is determined it is in the best interest of the City to do so.
b. In the event that either party fails to perform its duties as required herein ( "Breaching Party' ), the
other party ( 'Non-breaching Party" ) may terminate this agreement if, within sixty (60) days of receipt of notice of
such failure to perform from the Non-breaching Party, the Breaching Party fails to cure such failure.
c. Either party may terminate this Agreement in the event the other party files a petition in bankruptcy
or is adjudicated bankrupt, or a petition in bankruptcy is filed against said party and is not discharged within 90 days
from such filing, or said party becomes insolvent or makes an assignment for the benefit of its creditors, or a receiver
is appointed for it or its assets.
2. Rates/Payments.
a. Client shall pay Provider an annual subscription charge, as provided in the attached UCS Purchase
Order Form ("Base Charge"). The annual fee is billed on the anniversary of the "go live" date of the system. The
prices set forth in the UCS Purchase Order Form shall be ill effect for the term of the contract.
b. In exchange for the Base Charge the Client shall be entitled to the services as provided in the
attached UCS Purchase Order Form.
c. In addition to the annual charge, Client shall pay Provider for all usage as set forth in the UCS
Purchase Order Form ("Usage Charges'), including without limitation, any other services obtained from Telephone
Carriers for Client or Client's customers, provided such services are requested by Client. The Client shall be
responsible for all fees and charges. The Provider will submit monthly a schedule showing fees and charges
incurred, call minutes for each message initiator of the system and associated back-up information.
d. Unless otherwise provided herein, terms of payment for Base Charges and Usage Charges are net
thirty (30) days. If the undisputed portion of any payment due is not made within thirty (30) days after the invoice
date, and upon Provider giving a 3D-day written notice to cure, Provider may, with notice to Client and without
prejudice to any of its other rights under this Agreement or at law or in equity (i) suspend its performance under this
agreement and Client's access to and use of TFCC's Universal Communications System; and/or (ii) terminate this
Agreement and Client's access and use of TFCC's Universal Communications System. All charges due hereunder
are exclusive of any taxes, however designated, which shall be the sole responsibility of Client.
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3.
Client Responsibilities.
a. Client is solely responsible for the character, content, substance and accuracy of Client's
information generated, transmitted, received or stored through TFCC's Universal Communications System, and for
the content and nature of all advertising or other communications to induce calls. Further, Client shall be solely
responsible for insuring that its use of Provider's Universal Communications System does not violate any applicable
local, state or federal rule, regulation or law, including but not limited to, any federal or state law which regulates the
use of automated dialing and announcing devices pertaining to residential phone numbers. Provider reserves the
right but not the obligation to monitor the Client's information which it deems to violate any local, state, or federal law,
or Carrier policy or procedure, and request its immediate correction or removal. In the event that Client fails to
correct or remove such information within such amount of time, as determined by Provider, which may be
immediately, Provider shall be entitled to remove the information and/or terminate this Agreement.
b. Upon termination of this Agreement, Client may direct disposal of Client's information in possession
of the Provider in any manner Client deems appropriate. Client must furnish written instructions to Provider prior to
such termination for disposition of such information at Client's expense if disposal includes return of data on disk
media via mail to Client. No cost shall be incurred by Client if disposal involves deletion, erasure, or destruction of
data, documents, or media by Provider at site(s) maintained by the Provider
c. Client shall designate one individual within its organization to serve as a contact person to the
Provider in the course of the Client's performance under this Agreement ("Point of Contact"), which individual shall be
identified on the UCS Purchase Order Form.
d. Client shall insure that at no time shall the TFCC Universal Communications System be used for
telemarketing purposes.
4. Provider's Property and Responsibilities.
a. TFCC's Universal Communications System provided hereunder and the tangible and intangible
property used to provide TFCC's Universal Communications System are and shall remain the property of the Provider
and its Subcontractors; and Provider transfers no right, title or interest in TFCC's Universal Communications System
or such property to Client.
b. Provider reserves the right to make changes or permit changes to be made in TFCC's Universal
Communications System and in the manner of providing such services with the concurrence of Client. All technical or
methodological discoveries, improvements, adaptations or developments made by Provider, even if specifically made
for Client, relating to TFCC's Universal Communications System are and shall remain the exclusive property of
Provider.
c. Software and service delivery is expected to operate per the Software and System Requirements
found in Augusta RFP 06-152 (closing September 22, 2006), for which the Provider submitted a proposal dated
September 2006 except those requirements noted in the Provider proposal as unavailable. Software and System
Requirements for which it is mutually agreed by the Provider and the Client are not relevant or unnecessary are
hereby exempt from this stipulation.
5. Limited Warranty, Disclaimers, and Limitations on Liability.
a. Provider warrants that it shall use reasonable care in providing Client access to and use of TFCC's
Universal Communications System.
b. OTHER THAN THE EXPRESS WARRANTIES IN PARAGRAPH 5 (A), THERE ARE NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE. FURTHER, IN NO EVENT SHALL
PROVIDER BE LIABLE FOR ANY DELAYS, DAMAGES, LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY
FIRE, EXPLOSION, LIGHTNING, FLOOD, THEFT, WAR, ACTS OF GOD, POWER SURGES OR FAILURES,
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PUBLIC OR QUASI-PUBLIC AUTHORITIES, PUBLIC OR PRIVATE UTILITIES OR CARRIERS, INCLUDING
WITHOUT LIMITATION PROVIDERS CARRIERS, FUEL OR ENERGY SHORTAGES, OR ANY OTHER CAUSE
BEYOND THE REASONABLE CONTROL OF PROVIDER.
c. Upon the discovery of facts which reasonably indicate that Provider has breached the foregoing
expressed warranty or otherwise failed to perform its obligations under this Agreement, or otherwise breached a legal
duty, Client shall promptly notify Provider of such facts and follow up any such verbal notification with a written notice
within thirty (30) days of such discovery.
d. IN NO EVENT SHALL CLIENT OR PROVIDER BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSS OF ANY KIND, INCLUDING LOST PROFITS
(WHETHER OR NOT CLIENT OR PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGE) BY REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT,
EXCEPT WHERE LOSS OR DAMAGES CAN BE DIRECTLY ATTRIBUTED TO NEGLIGENCE, INACTION, OR
OTHER CIRCUMSTANCES WITHIN THE REASONABLE CONTROL OF THE PROVIDER.
e. Notwithstanding anything in this Agreement to the contrary, Provider's maximum liability to Client
under this Agreement or otherwise shall in no event exceed an amount equal to the total Base Charges and Usage
Charges actually paid by Client to Provider under this Agreement, except where loss or damages can be directly
attributed to negligence, inaction, or other circumstances within the reasonable control of the Provider.
6. Proprietary Nature of Data.
a. Any advertising, publication or use by either party of the other party's name, logo, image, or other
symbol shall be submitted by the party desiring to make such use to the other party for approval prior to such use.
Client/Provider shall not use the symbol, trademark or logo of any of the "Involved Parties" or Carriers in its
advertising or imply that any of the "Involved Parties" or Carriers endorse or approve of Client and Provider or their
services. Client agrees to the release their name to Provider for use in conjunction with advertising TFCC's Universal
Communications System.
b. It is agreed that all information furnished to or utilized by the parties, except information of a party
which it intends to disclose to the public, shall be regarded as confidential. Such information shall remain the sole
property of the original owner and shall be held in confidence and safekeeping. Both Provider and Client agree to
exercise good business judgment and discretion in the disclosure of such information to any person and shall take
appropriate precautions to limit use or disclosure to those personnel in its organization who are directly concerned
with performance of this Agreement.
c. Provider acknowledges that this Agreement and certain documentation may be subject to the
Georgia Open Records Act (O.C.GA 9 50-18-70, et seq.). Provider shall cooperate fully in responding to such
requests and shall make all records, not exempt, available for inspection and copying as required by law. Provider
shall clearly mark any information provided to Client which Provider contends is Proprietary Information. Provider
shall notify Client immediately of any Open Records request arising out of this contract and shall provide to Client a
copy of any response to the same.
7. IndemnificationlThird Parties.
a. Except for related entities, Client shall not assign this Agreement or resell or allow third parties
access to or use of TFCC's Universal Communications System without Providers prior written consent which Provider
may withhold at its sole discretion.
b. Except for Related Affiliates, Client and Provider shall not disclose any of the terms or conditions or
nature of the services provided hereunder to any third party without prior written consent of the other party, except as
may be required by law or regulatory requirement. Nothing in this paragraph shall prevent Provider from freely
negotiating contract terms and conditions with any and all present and prospective customers.
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c. Client shall indemnify and hold Provider harmless from (i) all claims, judgments, actions, suits or
demands, whether civil, criminal or administrative, which are directly or indirectly related to Clients the use of TFCC's
Universal Communications System, including but not limited b any claims made by Client's customers with respect to
use of Client's products or services, that Client's Information or information derived from it violates a copyright or
other proprietary right or is defamatory or that Client's use of TFCC's Universal Communications System violates any
law, rule, regulation, or tariff (including any federal or state law/regulation pertaining to the use of automated dialing
and announcing devices), and (ii) all damages, costs and/or expenses (including reasonable attorney fees) related to
or resulting from such claims, actions, suits or demands.
8. General.
a. Except as expressly provided in a written agreement, which is mutually binding upon both parties,
this Agreement shall govern the entire relationship between the parties and any and all services and/or goods
provided by Provider to Client regardless whether such services and/or goods are referred to herein. Provider will
acknowledge and adhere to any terms and conditions that are incorporated in Client's purchase order providing those
terms and conditions are not inconsistent with provisions herein.
b. No modifications of this Agreement or waiver of any of its terms shall be effective unless set forth in
a written document signed by an officer of the Client and Provider. Both parties acknowledge that no person has
authority to modify this Agreement or waive any of its terms on behalf of the other party except as expressly provided
in this Agreement. Neither forbearance nor indulgence by either party shall result in a waiver or modification of any of
the terms of this Agreement.
c. If any term of this Agreement is held to be invalid, the remainder of the Agreement shall remain in
full force and effect, unless the invalid term affects the essence of the Agreement.
d. This Agreement shall be governed by and construed in accordance with the laws of the State of
Georgia. All claims, disputes and other matters in question between the City and the Vendor arising out of, or relating
to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia.
Vendor, by executing this Agreement, specifically consents to venue and jurisdiction in Richmond County, Georgia
and waives any right to contest jurisdiction and venue in said Court.
e. The following paragraphs shall survive the termination of this Agreement, regardless of the reason
of termination: 2, 3, 4, 5,6,7, and 8.
f. Any notice required to be given or made herein shall be given or made in writing to the parties at
the addresses first written above for the Provider, and designated below for the client, or such other address as the
parties may hereafter designate in writing, and shall be sent by either certified mail or by facsimile (provided, that for
any facsimile a hard copy is mailed by first class mail within three (3) business days). However, actual receipt of any
written notice by the party shall be effective regardless of the manner employed.
To the Client:
Tameka Allen, IT Director
530 Greene Street, A-101
Augusta, GA 30911
T: 706.821.2522
F: 706.821.2530
Copies to:
Fred Russell, City Administrator
530 Greene Street, Room 801
Augusta, GA 30911
T: 706.821.2400
9. This Agreement, including attached addenda, signed by both parties, constitutes the entire and only
agreement between the parties concerning its subject manner and supersedes all prior and contemporaneous
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proposals, oral or written, and all prior and contemporaneous negotiations, conversation, and other communications
between the parties. Neither party is justified in relying on such proposals, negotiations, conversations or other
communications.
AUGUSTA, GA
Accepted By:
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TWENTY FIRST CENTURY COMMUNICATIONS, INC.
Accepted By: ~ ~~
Gerald Robertson
Title:
Chief Operating Officer
Chief Financial Officer
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Date:
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UNIVERSAL COMMUNICATIONS SYSTEM PURCHASE ORDER FORM
BETWEEN
Twenty First Century Communications, Inc
("Provider")
760 Northlawn Drive
Columbus, OH USA 43214
Augusta, Georgia
("Client")
530 Greene St
Augusta, GA 30911
Effective Date:
SERVICES:
1. A system designed to support _1 0_ message initiators. (A message initiator holds a unique code identification
and is one for whom separate usage records are maintained).
2. A system providing outdial functionality.
3. Access to a toll-free (800) number which citizens served by Augusta, GA may call in the event of an emergency.
4. Access to toll-free numbers that local area agencies may direct calls from "hot lines," toll-free numbers and
POTS lines.
5. Web activation, control and monitoring.
6. Notification can be by phone, fax, pager or e-mail.
7. 24/7 Help Desk support.
8. Geo-Coded mapping for all of Augusta, GA's service area, updated every twelve (12) months.
9. Text-to-Speech and Call Redirection as required.
10. Training and support as required.
COST.
The cost for TFCC's Universal Communications System is $13,243 annually plus usage with a standard 36-month
agreement. The contract period begins upon system acceptance. A one-time programming and setup fee of
_$31,123 will be required within 30 days of the signing of this UCS Purchase Order Form.
Out-of-pocket travel expenses related to the installation and maintenance of the TFCC's Universal Communications
System program are billed as incurred and invoiced at actual cost. Expenses typically do not exceed 10% of
installation and annual maintenance fees.
An annual telephone hosting database charge will apply at the rate of $0.00498 per record for records in excess of
10,000.
Four (4) hosted telephone database updates will be provided annually at no charge. Additional hosted telephone
database updates in excess of four (4) per year will be billed at the rate of $98.75 per hour.
ADDITIONAL PROGRAMMING:
Programming charges are provided on a per-project basis at the rate of $176 per hour.
Geo-Coding charges are provided on a per-project basis at the rate of $1 09 per hour
USAGE AND NOT/FICA T/ON CHARGES:
The basic usage charge for inbound call traffic is either $0.3225 per minute, including carrier long distance charges or
$0.2475 unbundled, with the Client paying carrier long distances charges. Per call minute pricing is billed on a
second-by-second basis with a 30-second minimum. Unless specified otherwise, all LEC or carrier advanced
network features will be passed through at cost, if applicable. ANI (if applicable) is charged at the rate of
$0.01985/call. (This is a pass through charge).
Text-to-Speech messaging (either inbound or outdial) is subject to a $0.01985/call surcharge.
E-mails and text messages transmitted to Internet-based addresses using the UCS Service are free. Facsimiles
transmitted using the UCS Service will be billed at the rate of $0.24871 per page.
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Outdial call traffic is billed at $0.3225/call minute, including long distance and billed on a second-by-second basis with
a thirty second minimum.
Usage does not include Advanced Network charges.
Under a FCC ruling, calls made to an 800 number directly from a payphone will be assessed a per-call charge
(currently $0.47149 per call). This charge is beyond the control ofTwenty First Century Communications, Inc and will
be passed directly through to Client with no markup. Client has the capability under FCC rules to block calls from
payphones to an 800 number; however, this is not recommended.
Client must notify Provider of any disputed charges within nine (9) months from the date of invoice, otherwise Client
will be deemed to agree to such charges, will be precluded from disputing such charges, and Provider will not be
subject to making any adjustments to such charges or invoices.
COST OF TELEPHONE NUMBER DA TABASE:
Initial cost of the telephone number database is $0.0315 per record. The cost of updating the telephone number
database is $0.002982 per record.
COST OF UPDA T1NG GEO-CODED MAP DA TABASE:
If the Client elects the Geocoded Mapping option, TFCC shall provide one (1) complete mapping database update
per year at no additional cost. Updates to the Geocoded Mapping System requested by the Client in excess of one
(1) per year will be billed at the rate of $973 per county for each additional update.
POINT OF CONTACT:
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The following shall be designated as the Point of Contact (PaC) for the respective companies:
For Twenty First Century Communications, Inc. ,- "~
For Augusta, GA
Date:
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AUGUSTA,GA
plzlccepted By
Title:
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Attest:
Date:
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TWENTY FIRST CENTURY CO~l:JNte-Mt'm'NS, INC.
Accepted By:
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Gerald Robertson
Date:
11/J./o7
Title:
Chief Operating Officer
Chief Financial Officer
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