HomeMy WebLinkAboutEXTENSION OF THE EMERGENCY NOTIFICATION SYSTEM WITH WEST COMMUNICATION, INC D/B/A TWENTY FIRST CENTURY COMMUNICATION, NOW KNOWN AS WEST INTERACTIVE SERVICES CORPORATION AMENDMENT No.1
to
STATEMENT OF WORK No.1
The following is Amendment No. 1 dated December 30,2016(the"Amendment")to that certain
Statement of Work No. 1 dated February 1, 2014 (the "SOW") between West Interactive Services
Corporation("Provider")and Augusta, Georgia("Client"). In consideration of the mutual covenants and
promises contained herein the parties agree to amend and supplement the SOW as follows:
1. Capitalized terms used in this Amendment not otherwise defined herein shall have the definitions
specified,in the SOW. The terms of this Amendment shall govern and control in case of conflict with
the SOW,
2. All references to West Notifications, Inc. d/b/a Twenty First Century Communications'shall
henceforth be between West Interactive Services Corporation and Client. Wherever the name of West t.
Notifications,Inc.d/b/a Twenty First Century Communications appears in the original SOW,the name
of West Interactive Services Corporation shall be substituted.
3. The Term of the SOW is hereby extended an additional three(3)months from January I, 2017,
through March 31,2017(the"SOW Term")and shall automatically renew each month thereafter(each
a"Renewal Term")unless either party provides thirty(30)days'written notice.
4. The parties hereby agree that the Recurring Usage Fee for the Services set forth in Schedule 1 of
the SOW shall be amended during the three (3) month SOW Term to be$3,750.00. The Recurring
Usage Fee for each one(1)month renewal term thereafter shall be$1,750.00, Monthly usage in excess
of these fees will be charged at the transactional rates in Schedule 1 of the SOW.
5. Section 9 of the SOW is hereby deleted in its entirety and replaced with the following, which is
incorporated herein by reference:
"9. Responsibility For Messaaess.
Client represents and warrants that:
9.1 (a)Client is solely responsible for Messages;(b)has the legal right to use and send all Messages
to the recipients; (c) the timing and purpose of all Messages, campaigns and programs are in
compliance with all applicable laws,rules and regulations; (d)Provider's use of the Messages as
directed shall not violate the rights of any third party or any law,rules or regulation.
9.2 Client has obtained prior express consent to contact each wireless phone number delivered by
Client to Provider in connection with the provision of any Services delivering a prerecorded or text
message("Notification Services")and the intended contact Recipient is the current subscriber to,
or the non-subscriber customary user of, the wireless phone number;
9.3 If the Messages are initiated to induce the purchase of goods or services or to solicit a.charitable
contribution("Solicitations"),Client has incorporated an interactive opt-out mechanism as part of
the program;
9.4 Client has, unless an exemption applies, obtained from the Recipient of any Solicitation an
express written agreement that meets the requirements set forth in Section 310.4(b)(1)(v)(A)of the
FTC's Telemarketing Sales Rule and Section 64.1200(0(8) of the FCC's Telephone Consumer
Protection Act Rules;and
Amendment WISC Confidential
Page 1
The Parties agree that,where Provider reasonably believes Client may not have complied with the
provisions of this Section or with all laws, rules and regulations,Provider may, at Its option (i)
scrub all numbers against any appropriate data base deemed necessary to remove all wireless phone
numbers and promptly notify Client of such action,(ii)insert an interactive opt-out mechanism and
pass the resulting data to Client, or(iii) temporarily suspend Services related to the compliance
concern,
Client shall indemnify, defend and hold Provider, its affiliates and their officers, directors,
employees and agents harmless from and against any and all claims of loss, damages, liability,
costs,and expenses(including reasonable attorneys'fees and expenses)arising out of or resulting
from Provider following Client's instructions in sending the Messages or Client's breach of any
representation and warranty set forth in this Section."
6. Subject to the alterations and amendments contained in this Amendment, the parties ratify and
confirm the SOW In all other respects.
1.
IN WITNESS WHEREOF,the patties have signed this Amendment as of the date first noted above.
AUGUSTA,GEORGIA WEST INTERACTIVE SERVICES
CORPORATION
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Amendment WISC Confidential
Page 2
•
islet I
MASTER SERVICING AGREEMENT
entered Thisinufa atf Servicing Agreement eAgreenteat") is each twelve(12)month anniversary of the applicable SOW by
day of February, 2014, (the 'motive the CP1=TJ fbr all items,not seasonally adjusted,for Midwestern
Men between Augusta, Georgia ("Client9 end West Size Class 0/C cities(CPI)for the same period. Any sum due
Notifications, Inc. dhIn Twenty First Century Provider hereunder will be due and payable via electronic funds
Communications ("Provide"). The parties hereby agree as (AC$EFT or wire)thirty(30)days from the date of invoice.
follows: Invokes will be transmitted electronically. Client will pay
1. an EOW+» The services are the acted and/or int on ail past due sums at a tee which k the lesser of one
live agent call aervicse� business proexras sesrvicea, eolhcfkn and a half percent(1.5%)per month,or the highest rate allowed
sow,ea»tlieronoiog services or other related services hat. d by kw. •hn the event pert of an invoice.is in dispute, Client
to In Poe appFicable of tvork(s)(each tat"SOW'S and Wok to pay the undisputed portion of the portione and make a 1
provided by Provider(the"Services"). SOWa may be executed note on atse from invoice regardingdteothe idnvoice_ otherwise wieant n be
by Client and Provider or by Client and a Provider Affiliate(as (30} days from the taro of invoice, othervlee Client wltt be
defined in Rule 405 of the Securities Mt of 1933)and must deemed to trgree W such charges and Invokes. will not be subject
Incorporate this Agreement by reticence and in cagiunotion with toadjustments to charges or fawkxa.
this Agreement shall than a separate agreement between Client 3.2, Georgia Prompt Payment Act. The terms of this
and Provider or between Client and the Provider Affiliate that Agreement supersede any and aS provisions of the Georgia
executes the applicable SOW. Client shall look only to the Prompt Pay Act.
Provider Affiliate that executes the SOW with respect to any
right or obligation with respect to such SOW. 4. A'>lelntemntee of service. provider agrees to provide and
2. Unkind Termination. service
the Services in a workmanlike manner customary for
service providers in the industry. Provider does not warrant or
2.1. Term. This Agreement will continue from the g "� 'n an way the results from the Services. Client
Effective Date until the expiration or termination of the bteat agrees to provide and maintain systems and materials reasonably
ending SOW. Each SOW will spec* its duration {each ar required by Provider to perform the Senvkes, holydb;tg as
"SOW Team"). The termination of any SOW shall not otherwise liable,but not limbed to: ming profiles;ealpta:program
effect this Agreement or any other SOW. Client nary termfnmte "gaunt and materials.canfbrenoiag conrortfi Client or third party
this Agreement and the latest-ending;S0w at the convenience of meat gym' e� 1u'0eos reins.routing statistics;
Client by providing Provider ninety(90)days of its Intent to etwo o' third 's° nil �, sYsieontacand
terminate and will pay in accordance with subsection 2,2 herein. network and configurations; and key contests for
2.2. 'Termination elan SOW For Cause. problem escalation (collectively the "Client Systems and
be terminated as anion (a)by ier Any SOW may Materials"). Provider shall not be liable hereunder relating to
party upon the failure by the Client Systems and Materials i the failure by
the other party to perfrsrm any material obligation related to such to timely provide the Client Systems and Materialls. Cl
SOW that is not cured within thirty(30)days after receipt of
written notice and demand forcure from the affected party;(b) s• itgamananamoutaliwo
by either party upon the violation by the other 1. . Eachmen and represents and warrants to the other that(a)
applicable state or federal law.statute rule or
relation to its � of this A,gseement and the
�ceaofthe SOW;for
provided that such applicable SOW will not violate any provision of law, rule,
tthat terminate nonshelldays dem the time regulation to which such party is su ;and(b)such party will
violating party is aware or should have been aware comply with all laws„mks and regtlmlons pursuant to which
otsueh breach;or(o)by Provider,upon!b (14)days such party conducts its business.
written notice if undisputed payments are in arrears.In addition,
Provider'may take any or all dikefollowing actions any time s a. Eaed►t and swam;to the other that:(a)
sardlepubed paymenar era mere has Poauken(14)days"Tam: r."has all requisite corporate power and authority to ,
W suspend the Services;or(I)withhold dee,materials or deliver and perform
Its obligations under this Agreement and the
reports. is based on itis for the entire SOW Term.On �; applicable(b)the execution,dell w ve been rue of
early termination of an SOW(except clue to Provider defied*, duly
Client will pay for services delivered and outstanding invoices, authorized by auolt pah';and(o)the- xto:y to this Agreement
plus any r ininntm committa�t he(as defined in the huest and the a pliable SOW possesses all nater authorityto
ending SOW)that have not already been paid hr the year of 'into the Agreement and applicable SOW.
3. Chtirgeg, Systems and Matcancellatton. U. Client erials, representations and tr+serts ns (a) thee Clienty
Provider as a part of Client's to bet made by
3.1. Qum* Client to pay Por the Services inpia,s (the dining
accordions With the listed and nature of all programs (including outbound +i
SOW In addition tlai! usage rates set forth In the applicable and�and advertising to callsicable taxes,the and set to Client'a )will be in compliance with all yrs,rules,
forth on Client's invoke.• Provider may increase the rates on regi Client is solely responsible far the content
West USA vOn.06.13 vow comirna
Page 1
a
hts
ndndrig use use
f the
the Client Systems and Materials and (a)was already in the lawfYul possession of the Recipient prior to
Provider'siolvd Systems and Materials shall not receipt theteo4 directly or indirectly, from the Discloser; (b)
regulation.olathe Client ofstacknowledges party or ��w, rule or /solidly becomes available to Recipient on a non-confidential
Provider has not and a not agrees that basis from a source other than Discloser that is not under en
expected to provide Client with any obligation to confidential; (c)k generally
analysis, interpretation or advice regarding the compliance of available to thepublic information
a resit of a breach of this
any aspect of Client's Materials or programs with any third party Agreement
rights or laws,rules,or regulations. Upon request,Client shall subsequent and Inde ' or
f representative(s); or (d)yis,
provide reasonable proof of compliance with the provisions set consultants orley °�'
tbrth in this section and Provider shall have no obligationagents of the sht hereunder.
without In ddi to the
' provide Services where Provider reasonably believes that Confidential Information disclosed In adfitkon, a
has not so complied.ed. ply shall not be considered to have breached its obligations by
disclosing Confidential information of the other party as
6. required to satistj► any request of a competent governmental
Limo. Subject to Client's compliance with the teems and body provided that, promptly upon receiving any such request
conditions of this Agreement, Provider hereby gruels Client a and to the extent that it
non•cxciusive license during the applicable SOW Tenn to use otherof the may legallyt %such partyadvisesthe
the Services set forth In the applicable SOW Except as party an such disclosure In
specifically set forth herein,Provider or its supplies
that the other party may interpose olyection to such .
right,tide,and interest,,inclufro all iits sulliens retain all disclosure, take action to assure confidential handling of the
property its, Confidential information, or take such other action as it deems
relating to or embodied in the Services, including without appropriate to protect the Confidential!trepanation. ,
limitation all technology, telephone numbers, web addresses,
softvnar'e,or systems relating to the Services.Client agrees not to 8. .Indemnification.
reverse engineer,decompfle,disassemble,translate,or attempt to 8.I. General indemnity. Client shall indemnify, defend
learn the source code of any software related to the Services. and hold Provider, its Affiliates and their oflboera, directors,
Other than using the Services for Client's internal business employees end agents harmless from and
purposes, Client otherwise third claimspartyaagaln,and and alls
generate income from the Services.�l tiro 3arvlces or y of loss,damages,liability,costs, yexpensa
(including reasonable attorneys'
7. Cotrlldentlalifv and Prenrletary Information. of or resulting from:(a) breach by Client 000ff teranyf tarising his
Agreement or an SOW;(b)the Client Systems and Materials;or
7.], Each party may (the"Discloser)confidential (c) a claim relating to any defect in any product or service
and Proprietary Information disclose 'rdential olformation'f to the end by Client, its Affiliatesndemor any of their Agents or
other party(the"Recipiernt"), In each such case,the Recipient D11Eas•Provider shalt indemnity,deQmul and hold Client,its
shall hold such Confidential Information in confidence and shahAffiliates and their officers, directors, employees and agents
not disclose such Confidential Information except to a party's D from and against any and all third patty claims of loss,
Affiliates,employees or agents who have a need to know such damages, liability, costs, and expenses (including reasonable
Confidential Information in order to perform such party's attorneys'fees and expenses)arising out of orresulting!Posta
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obligations under this Agreement. Client's Confidential
breach by Provider ofany term of this Agreement or an SOW.
Iaforrruation shall include of all information relating to the trade S.A. Provider Intellectual Progertv Indene
secretsor business afihirs of Client including consumer data, will have the obligationfsilt'•expenseProvider
of
merchandising plans, marketing plans andand right at the entire brought
st
inflrmatton. Provider's Confidential product and Provider to defend any claim,suit or
Information shall include Client Its Affiliates or their officers, directors, employees or
the
thll
computers,systems and software operating the Service and agents so for as it is based on a third party claim that the
ahauv�at on, ���tools,phone numbers, know-• Services supplied by Provider infringe a United States copyright
theme and any derivative wore thereof as or a United States
well as physical property. analyticalpatent thatissued Provider of the attired=date the
skills, ideas, models. procedures, techniques, applicable SOW,provided will have no Indemnity
research, development, trade secreta or obligation or other liability hereunder arising from:(1)Client's
bass of bins of Provider, Its Affiliates or their employees, negligence,breach of the
suppliers Agreement or agents. Neither party shall have any rights in the the Services as or an SOW or alteration of
d
ether party's Confidential Inunction and shall return or Materials or Servicesdenary basedthe Client SysteClient ms mrd
destroy all such Confidential Intimation upon the termination Materials, or intbrrnatkm, designuponspecifithe and
N� SOof the DIs�er i ion,software,data,orm�rlehy Provides
Recipient shall not be parties acknowledge.that (3) combination of the Services with the
Client Systemsandy
those copies of CanfiderJr>lbdroarattioen residingon or boy 1 or any ,products or services not by
gyp,disaster ronfiden,or business continuity Recipient's Provider;or any(4)third pat'productsor services. If anh a
backup,
hereunder with ty systems and the claim is or is likely to be made,Provider will,at Its own ex
Ia shall survive until such Confidential In tion is uch C.onfidential end sole�exercisee ht one or the Mewto ing rthec e(y)
wed'
consistent with this continue ' the Services
;('2)modIv the Services so they
7.2.
Notwithstanding any other lean lane, the tam are non-infringing and In compliance with this Agreement;(3)
"Carifidentisl Information"stall not include information that:
terminate the applicable Services without liability for such
West MM v 011.06.13 WEST CONPlDEN77AL
Page 2
termination other than the ongoing indemnity obligation other claims related to this Agreement and any SOW. All
hereunder. The foregoing states the entire obligation of Provider claims,disputes and other matters in question between Provider
and its suppliers, and the exclusive remedy of Client, with and Client arising out of or relating to the Agreement and any
respect to Infringement ofpropdetary rights. SOW, or the breach thereof; shall be decided by a court of
8.3. j ilemnMeatlon Procedure. The pasty claiming went jurisdiction in Richmond County,Georgia. Provider,
specificallconsents to
IndemNflcatiest shall: (a)notify the iadeamrifying party of any jurisdiction and venue in Richmonexecuting this d County dwaives any right
claim In reaper! of which the indemnity may apply; (b) to contest the Jurisdiction and venue in Richmond County,
relinquish control of the defense of the claim to the
indemnifying party;and(c)provide the indemnifying patty with 9.7. Chaane ilignegentent. Either party may request
all assistance reasonably requested in defense of the claim.The changes or enhancements to the Services. In such event, the
indemnifying party shall be endtied to settle any claim without following procedure shall be followed by the patios (the
the written consent of the indemnified patty eo long as such "Change Policy"). The requesting party shall provide a written
settlement only involves the payment of money by the description of the change and the parties shall meet in good faith
irudermtifying party and in no way affects any rights of the to tush has the change and any additional costs or other required' •
•
indemnified party. The indemnities set forth herein shall not terms and any such change shall only become effbcdve upon
apply to the negligence of the Indemnified party. mutual agreement on a change oder or amendment. For the
avoidance of doubt, If the Agit or an SOW otherwise
9. & allows either party to unilaterally alter the Services or any
policies,rules or procedures applicable to this Agreement or the
9.1. Entire Agreement and Integration. This Agreement, SOW, either party may implement the Change Policy prior to •
in conjunction with the applicable SOW constitutes the entire any such cha►ges becoming effective or binding if such
agreement between the parties to such SOW with respect to the unilateral change will cause time or cost impact to such party.
subject matter of this Agreement and the applicable SOW and 9.8. ,Identlfkation.Advertising&Publicity. Client agrees
supersede all prior agreements, discussions, proposals, that it will not identify Provider es the provider of the Services
representations or warranties, whether written or arch. The to the media or any governmental,regulatory,or other official
Agreement and SOWs may be executed by ilex, andlar in any without prior notice to Provide.and Provider's prior consent,
number of counteparta,ail of which shall together be considered unless required by legal process, law, rule or regulation, in
an original and may be evidenced by a fax or scanned electronic which case Client shall still nay Provider of such requhetneat,
(e.g.•Pd.tif)coPy Except for materials already made public, neither patty will
9.2. Notice. Any notice to be provided shall be in writing distribute any news releases, articles, brochures, speeches, or
and shall be deemed given:(a)if by hand delivery,upon receipt advertisements concerning this Agreement or SOWS,nor use the
thereof,(b)if mailed,three(3)days after deposit in the United other party's name or trademarks (or any variation thereof),
States mail, postage prepaid, certified mall return receipt without the other party's prior written consent Notwithstanding
requested, or(c) if by next day delivery service, upon such the foregoing, Provider may use Client's name and trademarks
delivery,or(d)if by facsimile transmission,upon receipt of such in a list of customers, or in connection with written sales or
transmission,.to the addresses or facsimile numbers set [beth Prmnotional materials.
below the signature block or to such other addresses or halm* 9,9. Recording, Client agrees that an calks may be recorded
numbers es either party may designate from time to thus by or monitored by Provider at Provider's option.Such record or
written nodes to the other party hereto. monitoring shall not violate any state or federal law.
9.5. iia This Agreement and SOWa may not be 9.10. Increased Cort of §erviees. Notwithstanding the
assigned or translbrnd by a party thereto without the prior terms of this Agreement or any SOW,if at any time Provider's
written consent of the other party thereto,which consent shall varfabie labor coats in providing the Services sun a particular
not be unreasonably withheld Notwithstanding the foregoing, location increase by 5% or more(I) as a result of any law,
Provider may&My maga this Agreement and SOWs to an regulation, order, arbitral or judicial award or negotiated
Affiliate or to an acquirer of all or pert of Provider's business or
!seats,whether by manger or atogWs�Oa. agreement m'00 at the discretion of provider provided(a)sada
Increase is lammed within any thirty(30)day period end (b)
9.4. Waiver. No course of dealing or Mare of a party to Provider has given prior written notice to Client no less than
enforce strictly any term or provision or to exercise any right thillY (30) days earlier that such increase Is likely to occur,
obligations or option provided,will waive such teat,provision, Client shall,within thirty(30)days of receipt of written notice of
riga,obligation or option. such cost increase from Provider under section(I)or(11)above,
jpdep�dent Contractors, The Agreement and SOWs either (x) execute an amendment to the a pplkable SOW to
revbe pricing to inflect such increased
are not a Joint mean or prataerhip,and each party is entering to the applicable costs,pern�itting Provider execute to
the relationship as a prhnclpal and not as Ann agent of the other. provide the Services under the applicable SOW fan acre or
The parties hereto agree that Provider is an independent MOM alternate locations,or(z) terminate the applicable SOW
contractor in perhtming the Services. upon thirty(30)days written notice to Provider. In the event of
9.6. Nuchae of 1.aw. The law of the State of Georgia elan a tenninetion in accordance with the foregoing sentence, any
govern this Agreement and any SOW between Provider and transition more and ramp down provisions under Me
Client with regard to its interpretation and performance,and any applicableSOW shall be reduced to a Pitied no longer than sixty
West MSA r 08.06.13 WEST CONFIDENTIAL >&p 3
(60)days. elements; telecommunication system allure; war; technology
9.11. eon-solidi. Without the prior written consent of the marattacks, epidemic; acts of terrorism; riots; embargoes;
other party, during the applicable SOW Term and continuing other laborine;
viruses; des;totalstrikeslockouts;disputes with or
through the first anniversary of the ternninatiun of the applicable other labor disturbances; or partial fatale of transportation,
utilities, d
SOW Term, neither party shat, and shall ensure that itsdaintyfactitles,or supplies; acts or requests of any
Affiliates do not, directly or Indirectly, solicit or attempt to gavexmmentel authority; or any other cause beyond its
solicit for employment any employees or agents of the other reasonable control,whether or not similar to the foregoing
party who are directly involved in carrying out the obligations of 9.17. Amendments. Each amendment,
such party related to the Services. If any employee or agent of a discharge shall be valid If made in change, waiver, orauthorized
party,as a result of active recruitment solicitationthe otherapplicable pix writing owledges
parry, becomes by representatives of all lroeWe Provider acknowledges
employed by such other party within the time that this contract and any changes to it by amendment,
periods defined above,such other party agrees to pay the party at modification,change order or other similar document may have •
the time of such employment as amount equal to seventy-five required or may require the legislative authorization of the Board
percent(75%) of the employee's or agent's estimated income of Commissioners and approval of the
during the first year of employment. ThisMayor Under
paragraph does not law, Provider is deemed to possess knowledge concerning
pertain to unsolicited individuals that voluntarily approach a Augusta,Georgia's ability to assume contractual obligations and
party for employment or respond to general advertising. the consequences of Provider's provision of goods or services to
9.12. Provider shall add to each invoice and ClientAugusta, Georgia under an unauthorized contract, amendment,
shall pay arq sales, use, excise, mluc-added, gross receipts, hepassibilitymodification,change order or ells similar a pr ettt,itncludi m
services, labor related, gumption and other similar taxes orthat the Provider may be precluded Brom
surcharges ,however designated, that are levied by any taxing recovering payment for such unauthorized goods or services.
authority in connection with the provision or use of Services Accordingly,Provider agrees that if it provides goods or services
under this Agreement Or say SOW. If at any titre during the to Augusta, Georgia tinder a contract that has not received
Term of this Agreement or any SOW,Provider believes that N is r legislative authorization or if the Provider provides goods
required by law to collect any new or additional taxes for whidror authorizedAugusta, Georgia in excess of the any
Client would be responsible for paying, Provider shall notify contractually goods or services, as required by
Client of such taxes,collect such taxes directly from Client and Augusta, Georgia's Charter and Code, Augusta, Georgia may
remit such taxes to the appropriate governmental authority. If wIthhotd PuYfor any unauthorized goods or serment
any taxing authority determines at any time that Provider has for tiled by Provider.Provider assumes all risk of non payment
incorectIy determined any tax liability regarding taxes for for the provision of any unauthorized goods or services to
which Client is responsible pursuant to this Agreement or an remedies
Augusta,Georgia,and it waives all claims to payment or to other
SOW; Provider shall have the right to invoice Client for such remedies the provision of any unauthorized goods or services
taxes detenniraed by such taxing authority to be due and owing. to Augusta, Georgia,however characterized, including,without
limitation,of remedies at law or equity.
9.13. Severeblity.If any provision of this Agreement or the Survival. Allprovisions of this
applicable SOW is held invalid or unenforceable at law, such 9.18. Agreement or any
provision shall be modified,rewritten or interpreted to include as SOWs which by their udtnre should Sections survive termination6,78 9 f
much of its nature andthisA survive termhtation iralud 2:3,3,tali 7, and 9 of
remainder � this scope as will render it enforceable and the � �
Agreement and the "Pilcabl° SOW Witt 9.19. PA'rohibition Ualnst contlr�nt Fees. Provider warrants
continue 41211111.
in effect and be valid and enforceable to the'fullest that o person or selling agency]nae been employed or retained
to solid t or secure this Agreement upon an agreement or
9.14. No Third party Benefc arm This Agreement and understanding for a commission, percentage, brokerage, or
SOWs are Air the sole benefit of the parties to such SOW and are contingent the, excepting bona fide employees or lona fide
not Intended to,nor shall it be construed to,create any right or established commercial or selling agencies maintained by
confer any benefit on or against any third party. :. Provider for the purpose of securing business and that Provider
9.15_ Iut atlon.Including"mem/"inelnditrg,uvkhout has not received any non-Client the related to this Agreement
lhnitation",and"days"refers too calendar days.This Agreement nt 'wmthe prior mitten consentof Cave Por breach ord
and each SOW is the Joint work product of the parties thereto, violationp of this wane*, b Client shall have the right to rodeductund
and no intbrenec may be drawn or rules of coneruction applied from without liability ler I eatr its discretion tom unt f
against either patty to et ambiguities. Many terms of this from Price of eemslde,or a the flap amount of
Agreement and am SOW conflict, the tams of the SOW will such pOmQ°'P or •
govern for that SOW only. No preprinted or bon terns, 9.80. Rtae t to Iaaoect P Client may, at seasonable
including on any purchase order,will apply. times,inspect t the pan of the plant'place of business,or work
site of Provider or any subcontractor of Provider or subunit
9.16 pores Mature. Neither perky shall be liable 1 liable Ito delays thereof which is pertinent to the paibnrance of any contract
and/or defaults-in its performance(other than Client's obligation awarded or to be awarded by Client
to pay fees for Services due to causes beyond
reasonable control,trol,including,but without i
without l generality
11 Warrr
y H. gi(y surd 1Wmifatiop of i.tq�ity.
of the foregoing: sots of god or of the public enemy;; fire or 10.1. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
explosion; flood; stability or availability of the internee the PROVIDER MAKES NO EXPRESS OR IMPLIED
West NSA v(*4)6.13 WEST CONFIDENTIAL Page4
•
WARRANTIES,AMID PROVIDER EXPRESSLY DIECL UMS LIMITED TO THE AMOUTdT ACTUALLY PAID TO
ANY IMPLIED WARRANTIES OF MUfT`ABILITY, PROVIDER BY CLIENT UNDER THE SOW APPLICABLE
FITNESS FOR A PARTICULAR PURPOSE, OR NON. TO THE EVENT GIVING RISE TO SUCH ACTION DURING
INFRINGEMENT. PROVIDER EXPRESSLY DENIES ANY TEE TWELVE (12) MONTH PERIOD PRECEDING THE
REPRESENTATION OR WARRANTY ABOUT TEE EVENT GIVING RISE TO SUCLE LIABILITY. THE LIMITS
ACCURACY OR CONDITION OF DATA OR THAT THE ON LIABILITY IN THIS SECTION SHAM,APPLY IN ALL
SERVICES OR RELATED SYSTEMS WILL OPERATE CASES INCLUDING IF THE APPLICABLE CLAIM ARISES
ummourrEn ORBRROILABB. OUT OF BREACH OP EXPRESS OR IMPLIED
10.2. , NO GAUSS ORACTTOdd WHICH ACCRUED MORE WARRANTY, CONTRACT, TORT (INCLUDING
71101 TWO(2)YEARS PRIOR TO THE FONG OF A SHIT ) OR STRICT PRODUCT LIABILITY,AND
ALI,E}INo SUCH CAUSE OF AGTIQN MAY BB EVEN IF THE PARTY HAS BEEN ADVISED THAT SUCH
ASSERTED UNDER THIS AGREEMENT BY EITgIER DAMAGES ARE POSSIBLE OR FORESBEAHLE,
PARTY.
•
10.3. EXCEPT FOR MB PARTIES'INDEMNIFICAITON
AND PAYMENT OBLIGATIONS,NEITHER PARTY WILL
BE LIABLE TO THE OTHER FOR•ANY INDIRECT,
GARY, SPECIAL, PUNITIVE, CONSEQUENTIAL,
ORiXAL,LIAMAOB$ OR LOSS OF GOODWILL,
DATA OR.PROFITS, O 'car OF'COVER:-WE TOTAL
LIAWILLTY OF PROVIDER FOR ANY REASON,WALL BR
IN Tartan VIRCRE414TheitOlez hereby execute and authorize this Agreement as ofilhe date flrat actt Tbrth
above.
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TFCC COMMUNICATIONS SERVICES
STATEMENT OF WORK No.1
This is a TFCC Communications Services Statement of Work(this"SOW")dated February 1,2014
(the "SOW Effective Date") to that certain Master Servicing Agreement dated February 1, 2014 (the
"Agreement") between West Notifications, Inc. d/b/a Twenty First Century Communications and
Augusta,Georgia("Client")and the Agreement is incorporated by reference herein. Upon execution by
West Notifications,Inc. d/b/a Twenty First Century Communications ("Provider")and Client, this SOW
forms tt separate agreement between Provider and Client from any other SOWs. The terms of this SOW i
shall govern and control in case of conflict with the Agreement.Subject to the alterations and amendments
contained in this SOW,Provider and Client ratify and confirm the Agreement as applicable to this SOW in
all other respects. Provider and Client hereby further agree as follows:
1. Definitions. Capitalized terms used in this SOW not otherwise defined as set forth in Schedule 2 hereto
or as otherwise set forth herein shall have the definitions specified in the Agreement.
2. Servke Overview. Provider will operate,monitor and maintain the Platform in accordance with this
Statement of Work and will accept calls presented to the Platform as defined by the Functional
Requirements. Provider will also operate, monitor and maintain a multi-channel (i.e. phone, email,
SMS, thx, etc.) communications solution that allows Client to deliver Content and Messages to
Recipients in accordance with the Functional Requirements. Changes to the Functional Requirements
or other changes to this SOW will be made from time to time by the parties through the creation of
change orders mutually agreed to by the parties in the form of Exhibit A attached hereto(a"Change
Order").Change Orders will govern in case of conflict with this SOW.
3. Service Components
3.1. Applications. The Applications developed and programs deployed by Provider for the Client are
defined by the Functional Requirements. If requested by Client, and in accordance with the
Change Centro! Management process, Provider will develop new Applications or programs or
enhance existing Applications or programs as the needs of the Client's business change.
3.2. Hours of Operation. Provider will maintain Services Sunday through Saturday,24 Hours a day 7
days a week,ores designated by the Client's Functional Requirements for Individual Applications.
3.3. Interface to Client System(s). Subject to applicable programming fees, Provider will: (a)
cooperate with Client and/or Client third party providers in developing specifications for the
Interfaces; (b) design and implement the software for the Client Interface(s); and(c)cooperate
with the Clients and/or Client provide**in testing the InterAaee(s).
3.4. Client Cali Center or Third Party Provider. Provider will interact with any Client designated
third ply provider or Call Center as mutually agreed upon. Specific points of contact will be
defined and maintaimd between all parties throughout the SOW Tenn. Client must partioipate in
problem resolution between Provider end any designated third party or call center should conflict
arise regarding the resolution of Application impacting conditions. Provider shall not be
responsible for any actions or Allure to act by such third party providers..
3.S. Monitoring, Administration & Reporting. Provider will provide near real time monitoring,
+retortion,and standard reports to the Client on a near real time, daily,weekly and monthly
basis detailing in the results of the Services as mutually agreed upon by the parties.If requested by
Client,Provider reports with Change reports as the needs the business
change TFCC SOW Version 12.31.12 Confideadal Page 1
/ F
3.6. Telecommunications Providers.Unless otherwise agreed to by the parties in writing the network
and telecommunication provider performing services in relation to this Statement of Work shall be
AT&T. As agreed upon by the parties,Provider may be Customer of Record on the originating
inbound toll free numbers supporting Applications.
3.7. Data Backup. Backup of data for 5.5 years is standard practice.
3.8. Business Continuity Plan and Procedures. At the Client's request the Provider's Business
Continuity Plan will be provided and will detail Provider's procedures for transition to backup
hardware and facilities, ongoing disaster mode operations, and transition back to normal
operations.
3.9. Maintenance. Client agrees that should Platform maintenance be necessary Provider may
request a two-hour maintenance window each month that will be scheduled out of peak
processing hours and at the mutual agreement of the parties. Provider will use commercially
reasonable efforts to provide Client with a 2-day advance notice prior to such maintenance.Client
must respond to Provider within 1-business day from date of receipt of such request with
acceptance of maintenance window or it will be deemed accepted. Maintenance periods or
activity will not be included In Performance Metrics. Notwithstanding the foregoing, Provider
may perform emergency maintenance to the Platform in the event the Platform is at risk of
material non-performance as long as notice to Client is provided to Client no later than 1 business
day after the emergency maintenance has occurred. If Provider utilizes a third party to support
any element of the Services, Provider will work with such third party to address Maintenance
requirements in accordance with the foregoing procedures;provided,however,that Provider may
not always be able to dictate the schedule or notice with respect to such third party maintenance
activities that may impact the Services.
The parties agree that Client shall use commercially reasonable efforts to provide Provider with a
2-day advance notice of Client's intention to perforin maintenance on any Client managed system
which supports the Services. Provider will respond to Client within 1 business day from date of
receipt of notification to acknowledge the upcoming Client maintenance or to notify the Client if I�
Client's maintenance activity may negatively affect call processing or it will be deemed accepted.
• 4. Responsibilithrs of Parties.
4.1. Provider will:
4.1.1. Provide personnel to manage all aspects of the Stat of Work pertaining to Provider.
4.1.2. Implement Applications and programs in accordance with the Functional Requirements as
modified by any applicable Change Orders.
4.1.3. Provide applicable circuit information including such items as DNIS and routing
assignments, number tracking and inventories, number tum up, and routing plan
development to enable completion of provisioning by Client,If applicable.
4.14. Provide and maintain the software Interface between the Platform and all Interface
providers under the direction of Client as defined by Functional Requirements. This may
include redundant network connectivity between Provider and Client Interface destination
as determined by Parties and documented in the Functional Requirements. (�
4.1.5. Deliver Acceptance forms to Client for Acceptance of the call flow, script; reports,and
Application testing before an Application or Change Order rices Live.
4.2. Client will:
4:2.1. Provide appropriate personnel and contact information to work hr concert with Provider
including the maintenance of a list of Client representatives: (a) authorized to deliver II
lYcC tioW Veston l2 ii.l�
Confidential Page 2
I 9
Acceptance or execute Change Orders;(b)who should be contacted during business hours
and after hours in the event of an emergency.
4.2.2. Participate in regularly scheduled status calls in support of Implementation schedule,Client
Application deliverables and all life cycle support activities.
4.2.3. Manage any necessary changes to Interfaces to support the Functional Requirements.
4.2.4. If Client is COR,Client will manage all pre and post deployment coordination for ordering
and provisioning of carrier circuits including advanced features and any subsequent
changes to the foregoing that may occur from time to time.
4.2.5. Complete and/or coordinate any necessary switch configuration changes
centers or Client designated third party providers. at Client call
4.2.6. Be responsible for providing and maintaining'the hardware and software necessary for
Provider to fulfill Functional Requirements relating to Interface connectivity from the
Client ora Client designated third party provider.
4.2.7. Submit all necessary business
� requirements in order to formalize the Functional
Requirements, including all business rules, call flows, scripts,reporting requirements and
Go-Live Dates.
4.2.8. Complete testing to confirm that Application call flow,script,ipt,and reports are in compliancewith Functional Requirements and sign Acceptance forms and Change Orders as set forth
herein. Any Acceptance form or Change Order not executed or rejected by Client within 5
business days of request by Provider shall be deemed Accepted by Client.
4.2.9. Provide all Content required for the Message to be sent by Provider for Client.
notwithstanding any other provision of this SOW or the Agreement,Provider and Client acknowledge
d agree that(i)Provider uses its Platform to provide the Services to the Client and Client receives the
Services resulting from such use,(ii)Provider puts the Platform into service and controls the Platform
and(iii)any rights of review and approval granted to Client hereunder relate too
pr gram content and the
performance of Applications in accordance with the Functional Requirements,but not the Platform.
S. Term. This Agreement shall commence on February 1,2014.The initial in;of this Agreement
be through December 31,2014('Initial Term"). Thistelshed
without further obligation on the part of AugustaAgreement shall (1) terminate absolutely and
O•C GA. § 36.60-13, as amended, unless terinated yh and nac�cen with the to as required
provisions in this Article of this Agreement; (11) automatically renew on each JanuaryP' unless :!
terminated in accordance with the termination provisions of this Article of this �
terminate absolutely, with no further renewals, on December 31, 2016, unless write
amendment. The Contract Time may be extended only by written renewal approved by the Augusta,
Georgia Board of Commissioners sad executed by the Augusta, Geongie Mayor and the Contractor in
accordance with the terms of this Contract For the avoidance of doubt,the prices in any renewal may
be different from those of the initial or subsequent term. The parties will agree to such changes.
6. Termination.The SOW may only be terminated in writing by either Party as described in Section 2 of
the Master Services Agreement.
7. Effect of Termination. In the event of any termination hereunder Client shall compensate Provider for
all Services provided and costs inouned in accordance with this SOW as well as all MC fees that ma y
be due. Except fora Provider Termination For Cause,Provider shall,upon Client's reasonable request
during a period not to exceed sixty (60) days (the "Termination Assistance Period') after the
Termination of this SOW, provide the Termination Assistance Services. The quality and level of
performance during the Termination Assistance Period shall not be degraded. During the Termination
• TP+CC SOW Version 1131.12 Confidential
Pugs 3
Assistance Period,Provider shall(1)answer reasonable questions from Client regarding the terminated
Services on an "as needed" basis and (2) deliver to Client any remaining Client owned reports and
documentation relating to the terminated Services still in Provider's .possession. During the
Termination Assistance Period,Client shall pay the fees set forth herein for Services within the scope of
this SOW and Provider's then current standard rates for services requested outside the scope of this
SOW.
8. Minimum Commitment. From and after the SOW Effective Date, Client shall meet the following
minimum commitment:$13,000 for the Initial Term and an amount to be negotiated between the parties
for any renewal term;provided,however,that if this SOW renews for an additional 12 months expiring
December 31,2015, the price shall be$15,000 for such renewal term(the "MC") during the SOW
Term.Upon any termination of this SOW for any mason other than a Termination For Cause by Client;
Client shall pay any unpaid MC fees due for the year of such termination. The parties agree and
acknowledge that Provider has made pricing concessions based on the provisions agreed to in this SOW
and that any shortfall payments due under this SOW are a fair approximation of the damages that would
be caused to Provider and does not constitute a penalty.
9. )tesnonsibility For Context.Transmitting Mesearres,and Accounts. Client represents and warrants
that:
9.1 It is solely responsible for the Content and it has the legal right to use all Content and send all
Messages to the Recipients (including obtaining any required consents from the Recipients) and the
content,timing and purpose of all Messages,and Client's campaigns and programs are in compliance
with all applicable laws,rules and regulations;
9.2 Client is the transmitter of all Content and Messages and Provider is merely acting at Client's
direction as a technology conduit for the transmission of the Content and the Messages;
93 Provider's use of the Content shall not violate the rights of any third party or any law, rule or
regulation;
9.4 Client has obtained prior express consent to contact each wirelessI
phone number delivered by Client
to Provider in connection with the provision of any Services delivering a prerecorded or text message
('Notification Services");
9.5 The Intended contact recipient is the current subscriber to the wireless phone number;
9.6 Client has(a)incorporated an interactive opt-out mechanism as part of any program relating to any •
Services or(b)the contacts that are the subject of such Services are not initiated to induce the purchase
of goods or services or to solicit a charitable contribution("Solicitations"); •
9.7 Client has obtained from the recipient of any Solicitation an express written agreement that meets
the requirements set forth in Section 310.4(bXIXvXA)of the FTC's Telemarketing Sales Rule;and
9.8 Client will not transmit or allow to be transmitted any Content or Messages that:(a)it does not have
a rigid to make available under any law or under contractual or fiduciary relationship; (b)are false,
inaccurate,misleading,unlawful,har mfarl,threatening,
abusive,harassing,tortuous,defamatory,vulgar,
obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise
objectionable;harmful to minors in any way;(c)infringe any patent,trademark,bade secret,copyright;
or other proprietary rights or rights of publicity or privacy of any party;(d) utilize any unsolicited or
unauthorized advertising, promotional materials, "junk mail", "span", or any other forms of
solicitation;or(e)Interfere with or disrupts the Services or servers or network operator networks.
Upon request,Client shall provide reasonable proof of compliance with the provisions set forth in this
section and where Provider reasonably believes that Client may not have complied with such provisions
or with all laws,rules and regulations, Provider may, et its option(i) scrub all numbers against any
TFCC SOW Version 1231.12 Co:Me nial Per 4
•
appropriate data base deemed necessary to remove all wireless phone numbers,(ii)insert an interactive
opt out mechanism and pass the resulting data to client or(ill)not provide any Services.
Client shall may,defend and hold Provider,its affiliates and their officers,directors,employees
sud•agents harmless.from and against any and all claime of loss,damages,liability,costs,and expenses
(including reasonable attorneys'fees and expenses)arising out of or resulting from:Provider following
Client's instructions in sending the Messages or Client's breach of any representation and warranty set
forth in Section 9.
10.Fees. In consideration of Provider providing the Services,Client shall pay to Provider fees in U.S.
Dollars,to a location in the United States of America designated by Provider,based on the pricing set .
forth in Schedule l hereto far the Services. On each twelve(12)month anniversary of this SOW,the
parties agree that the pricing shell be increased by the CPI U for all listed usage rates,not seasonally
acjasted,for Midwestern Size Class BIC cities(WI)for the same period and such rate increases shall
appear on Client's invoices in accordance with this SOW.
IN WITNESS WIIQRSOP,Provider and Client have each caused this SOW to be signed end delivered by
its duly authorized officer,all as of the date fast set forth above.
AUGUSTA,GEORGIA WEST NOTIFICATIONS,INC.
d/b/a r�w u MIST CENTURY
By: 02-e- � By: „ * �.y.
. . •. ,_ „ i tr
Name: e,f. " � � Name: ar -. .
A .214
a a
Title~ . yr t r,r ry.w., ryy: Title: 8 5i I
$.. c tyteSS ,Pr`
{
77cCSOW Vandal 19.31.12 Conikletinal Ps.3
{
SCHEDULE I
Augusta,Georgia
Fees
Annual Pricing Plan—TFCC Alert
Annual recurring usage fee-Initial term(Nose I) $13,000
Annual recurring usage fee-Renewal terms(Note Il S15,000
Listed a Rates
Inbound and outbound calls(Notes 2-4) $0.25hnirrute
Fax(Note 4) $0.24/page
Email(rtwa s) No Charge
SMS Notification--one way(Note s•s) $0.035/attempt
Other Cha ea
Custom progmmming charges(arae 7) $176/hour
Training costs $100/hour
Notes:
I. Usage charges will be deducted at the listed rates until the annual fee is exhausted, Any unused usage at year
end will expire and may not be carried over to subsequent periods. Usage in excess of the annual recurring
he will be charges at the listed usage rates.
2. Voice notification calls include the initial call leg and are billed in one(1)second increments with a thirty
(30)second minimum for each domestic call connected by Provider's IVR platform including operator
intercepts. Connect time does NOT include call set-up,the time associated with logging call information or {
busyring/no answers.
3. Voice notification calls include support for dual-tone-multi-frequency(DTMF),also known as touch-tone and
telephone keypad recognition and text-to-speech(TTS)services(synthesized speech for speaking retrieved
information to a celled party).
4. Usage charges for voice and facsimile notifications are for calls placed to domestic fixed line or mobile
devices that operate under U.S.rate plans including Guam,Northern Marlena Islands,Puerto Rico,U.S.
Virgin Islands,and American Samoa,and excluding Canada. A mobile device can be in the U.S.or roaming
outside of tin U.S. Pees for calls to fixed or mobile devices registered in countries outside of the U.S.,
including Canada,am available upon request.
5. Email and Short Message Service(SMS a PM SMS)ratifications am billed per mobile terminated(MT)
message attempted regardless tithe end recipient acknowledges receipt or actually reviews the sent content.
When two-way is enabled,notifications are billed on a per mobile tanrnminated(MTO message attempted
regardless ifthe end recipient acknowledges receipt originate(MO) received by the platform. or reviews the sent content,and the per mobile
s
6. SMS notification pricing includes the use of TYCC's short code.
7. Custom programming is provided on a project bid basis.
S. Thinker assedated with initial project implementation at a single she is included in the project
implementation cost. Additional training via webcest is provided at no cost. This fee is ibr addWcnal
training beyond that training noted above,and the training associated with Live Call Center support services.
9. Out-of-pocket travel expehsee related to the installation and maintenance athe Alert program are billed as i
incurred and invoiced at actual cost based on coach class airfhre,midrange hotel end midrange car rental.
1'PCC SOW Version 1231.12 Confidential Page 6
p'na��:: �'v�•:�E��Y�:�t�:'Uti::�e; ,�nteas :�'i�a - 4/nit:" _
Generic SMS—Short Code; -"
Annual Rate $5,000 .y•_
Administration:Should Client choose to have TFCC obtain a
generic short code on Client's behalf the following rates will
apply.
Vanity SMS—Short Code; Annual Rate $16,000
Administration:Should Client choose to have TFCC obtain a
vanity short code on Client's behalf the following rates will
apply.
SMS--Shprt Code Administration: One—time $3,825
One time set up fee of Short Code when TFCC is
administering the short code,
,SMS Initial Set up:
Initial Setup $13,000
Application development and implementation of the program
on behalf of Client.
SMS Maintenance; Monthly $1,500
Application and Short Code maintenance on behalf of Client.
Oneoinn Develaoment: Ongoing Bid Basis
Ongoing development will be bid based on time and cost Development
estimates based on the"custom programming"rates as stated
above.
•
t
If
• t
TFCC SOW Version 12.31.12 Confidential
>?aite 7
SCHEDULE 2
Definitions
1. "Acceptance"means written notification from the Client that the Application or Change Order
meets the Functional Requirements and such Application or Change Order should Go-Live on
the Platform.
2. "Advanced Speech Recognition"or"ASR"means the ability for a caller to speak directed
dialogue within the NR Application to navigate within the Application.
3. "Advanced Speech Recognition" software that allows computers to understand human
speech. ASR can be programmed to understand virtually any wont in the AmericaniEngiish
dictionary, a series of letters and numbers, and any naturally spoken sentences that callers
might speak,
4. "Answer Supervision"means the response provided by the Platform when it accepts a call
offered to it by the carrier netwod*.
5. "Application" means the unique software for aro
Functional Requirements. p associated with a defined set of
6. `Business Continuity Pea"means the formal plan maintained by the Provider detailing the
facilities, procedures and personnel necessary to
significantly impairs the Platform. ryresp° d to an unplanned failure which
7. "Change Control Management" means the formal process by which modifications to the
Functional Requirements for an Application on the Platform or other supporting infrastructure
are formally executed to ensure mutual approval,communication and notification between all
parties. The Change Control Management process shall be as fellows:
receipt of written
requests for change,Provider will provide a written titre,and cost to Client bject to the fees
defined by this SOW and shall only proceed with such change if a Change Order is approved
by the parties in writing.
S. "Change Order"means a document executed b the
Functional Y parties that modifies existing,approved
Requirements or other supporting infrastructure for an Application on the Platform.
9. "Client of Record"or"COR" means the party responsible for inbound long distance charges
toll free transport,and related advanced features required by this SOW,including responsibility
for the provisioning and troubleshooting of carrier services and features,
10. "Content"means personalized content made available•by Client.
11. "Crew What"means a Web-based
phone list calling tool that automates the crew callout and
job-fill function. It is used to call field service and other employees to automatically track and
fill available work opportunities. Using Crew Callout leads to hater service
rapidly making calls through the automated process,fiueing dispatchers from manually
dozens or even hundreds ofphone caths.
12. "Database Cascade"means the Database Cascade is a
HVCA in the event that a customer match cannot be found match process used within
C, or in the shadow database. It levers two third-party databases, Connect
fly
Qaent)and Targus.In addition,a'Patch Database'
stores, ba on teCasca ry information on
those customers who have
previously matched through Database Cascade.
13. "Direct Connect" means TFCC's real-time connection service to its clients'
outage
management, customer information management, and workforce management Whams over
TFCC SOW vesico 1231.12
Confidential
Page a
dedicated private frame relay wits or the Internet through
Connect results in providing utility customers with the most current information in HVCA an t
other TPCC applications,and in updating utility systems with outage and customer information
real-time instead of in batches.
14. 'DTMF"means Dual Tone Multi-Frequency;often also tefered to as touchstone.
15. Field Connect" means TI:CC's Field.Connect
application that enables utility field crews and/or provides a customized call and inbound calling
to update event E �°crews to call an automated$yateuii
. anal Ent, update an event cause code, confirm the device status or close the
call detail reco�+ds as well ares then as views updated
automatically.Management is able to view and querl,
" summary data on the outagcinfo.com website.
16 Functional Requirements"means the set of written documents includingapplicable
i
Orders mutually approved by the Client and Provider associated with ach pplicata nathat
define the features,functionality,call flow,business rules,
for each Application, The Functional Requirements reporting and Go-}}rive Date t
upon which Application code is created, become the official, defining�� I
performance metrics aretest plans are developed and validated and
11. "Go-Live Date" on ;
moved to production on thdateatform afterClientwhich a Application or Application Change Order is
Client. Provider receives finef, written Acceptance from
18. "Grammar"means a set of structured rules that identify utterances in response to a prompt #
pQ s
when collecting spoken input.
19. "HVCA" means Twenty First Century's HighII
designed specifically for utility companies to fieldofJie heavyCalllume Answering (HVCAR) system
from power outages and other emergencies.HVCAR mutes callss incoming
y from the traffic
t lity miss
its massive interactive voice response (!VR) platform, '
center. The system collects and feeds to rnmimixe the
pertinent information into utilities'outage c management,
. customer information,and workforce management systems. Not only that,it returns estimated i
restoration times to customers and performs call-backs..via phone call or SMS text message for
verification. I
restoration verification.
• 20. "Implementation"means the initial set-up process
by which developed,tested and ultimately GoesLive on the Platform. anew Application is designed,
21. " tee"means the process associated with t
Platform to a device or system outside theneoting a device or system on the Provider 1
in accordance with Functional Provider Platform for the purpose of exchanging data
Client premise a Client dmr Requirements. The devices or systems n y be resident within a
party premise.
22. "IVR"means an Interactive Voice Response system. 1
23. '•MalnbeeRieoe" fame! i
communicated aprocess ' modifications to the Platform are I
in ceder to sustain between Provider and Client during the normal course of
business i
24. "MARS (Mutual Assistance Reid
ng System)" The Mutual Assistance
(MARS) is a Web•based service that makes it possible for utilities to assist Routing System
calls during Imp outages or other the next evolution
othertiwith
call answering industry-atandaid HVCAR system, which is widely used by utilities for high volume
outage mss. While outsourcing outage calls
has occurred for years, TAX now makes It possible to outsourcethese
call centers
same calk to actual
i
',FCC SOW Version 12.31.12
Confidential
hare 9
utility CSRs with industry knowledge and experience. With MARS, utilities can maintain
superior customer service,even in major events that impact their cell centers.
25. "Messages"means messages transmitted regardless of channel by Provider on behalf of Client.
26. "Mobile Outage Reporting (MOBn"means A mobile Web application that is
feature of our industry-standard High Volume Call Answeringyet another
outage reporting,utility customers can easily }system. With mobile
and more on their mobile phone's Web browseer. their outage,obtain restoration information,
27• "Multi-cannel interactive collections"means an automated,interactive means of contacting
delinquent accounts-whether that means high-risk, lower threshold, or final customers. Our
solution provides your customers with immediate payment options which can include:payment
gateway, select payment arrangements, payment location information, assistance program
information,and promise to pay.
28. "Natural Language" means a natural language understanding
(typically a recognizedutterance)as input system takes a sentence
and returns a Tag(a representation of the meaning of •
the sentence). Natural
language allows users to speak freely to an application and have their
sentences interpreted by the Natural Language engine without having to write a complex static
grammar that would cover the entire sentence.
29. 'Performance Metrics"means the quantifiable set of metrics by which the Services delivered
by the Provider as set forth in Schedule 1, incorporated herein by reference. Performance
Metrics am reported and measured on a monthly basis.
30. "Platform"means the shared standard hardware, soihvare, and facilities used by Provider to
provide multi-channel automated services for its clients including but not limited to interactive
voice response units,telecommunications access equipment,database servers, communication
servers (to remote sites), LAN/WAN infrastructure, and power infrastructure,
include anything provided by or through Client or its third party providers. but shall not
31. "Recipients"means Client's customers,partners or other recipients of Content or Messages.
32. "Script"means the documentation detailing the voice slots,.messages and associated verbiage
for the Application.
33."Services"means the services set forth in this SOW.
34. "Shadow Database"means the batched database extract provided by TFCC clients to serve as
backup to the Direct Connect process,should there be any latency or downtime on TFCC's end
or the clients end. Not marketed as a product,but as part of HVCA.
35. "SOW Effective Date"means the date set forth in the introd
uctory paragraph of this SOW.
36. "TFCC Alert"
means TFCC's Bully hosted, high speed, high volume multi-channel self-
service outbound notification system that lets you send time-sensitive information to thousands
of people anytime,anywhere,on any device. You can launch calls through TFCC Alert on the
Wed your phone's
Alert> mobile Web browser,via API,or by calling TFCC's 24x7x36S
p a GIS napping funotraathat's aapabla of usi�anyof a utlity's cusstom ESRI-compatible
37. "TFCC Search" means '1 FCC helps
accuracy and the benefits canSearchsolve the age old problem of customer data
comprehensive nationwide impact the bottom line almost immediately.TFCC Search is a
directory listing service containing 145 million telephone
listing records and that uses only the highest quality data,directly from the source-over 700
telecommunications companies wrote the U.S. Contact information is updated daily,and every •
address is CASS ooueeted/USFS standardized. There are three access points: 1.) Batch:High
WPC SOW version 12.31.12 Confidential
Page 10
volume file processing service that uses standard input and output formats. 2.)Interactive:Low
volume manual entry into a Web form. 3.) Integrated:Machine-to-machine interface utilized
within HVCA for non-match handling.
38. "Usage Charges" means the charges associated with any call received or made or content
delivered by the Platform upon which an Answer Supervision response has been returned by
the Platform to the carrier network or other such receiving end acknowledgement confirming
acceptace or receipt of Content.
39. "Utterance"means a phrase or word s
application, lin by a caller at s given recognition state in a speech
40. "Voice Recognition"means the process of a computer program
input and understand and cony out the command, p p l to receive spoken words as
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TFCCSoW Vatslon 12.31.12 Confidential
Pose 11
EXHIBIT A
Foran of Change Order
[Insert Client Name]—Change Order
This Change Order is issued pursuant to that certain.Statement of Work
between
Notifications,Inc.d/b/a Twenty First Century Communications("Provider")and west
`Client dated
Application Name: Project No. Date of Priority:
Request:
Name of Requester: Desired Implementatfon Date:
Solution Descriptions
Solution Scope:
Estimated Effort Summary
Complexity:
Total Effort:
Duration:
Project Governance:
The following are prerequisites to finalizing project milestone dates:
1. A.project start date will be determined once Provider receives signature from Client on this Change
'Order.
2. Provider will then work with Client to confirm detailed speoifications,
3. A project delivery date will be determined once Provider receives sign-off from Client on business
requirements.
Development
Setup Fees:
IN WITNESS WEEREOF,Provider and Client have each caused this
by its duly authorized wive, Change Order to be signed and delivered
Mew: West Notification,The.
By: d/b/a Am&First Ottitsay Communications
BY:
Print: Print:
•
Title: Title:
Date: Date:
TFCC SOW Venice 12.31.12 Confidential
Pap 12
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