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#06-3972 Amend #2 (Tele-Works)EXHIBIT A -2 Contract Amendment No. 2 06 -3972 "Utility Billing Interactive Voice Response" This amendment, dated Noo" 134+1 , 2012 to the referenced agreement shall be by and between the parties to the original agreement, Tele- Works, Inc., (to be referred to as "Tele- Works") and Collier County, Florida, (to be referred to as "County "). RE: Contract # 06 -3972 "Utility Billing Interactive Voice Response" In order to continue the services provided for in the original Contract document referenced above, Tele -Works agrees to amend the above referenced Contract to provide Outbound Campaign Management using Automated Outbound Delinquency Campaign Management in the amount of Twenty Six Thousand Nine Hundred Dollars ($26,900.00) as described in Exhibit A2 -A "Statement of Work #7807 ", attached herein and incorporated by reference. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, Tele -Works and County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. ATTEST: n r. Corp.6rate Secretary/Witness By: -1 iL-N)iLc� w. Dated: (Z? (2Iz ATTEST: Firm Tele - Works, nc. By- Law Qnul it. IL Title: VQ 5w.S14A-<S t.t�.u.. Dated: a 2� -7_ W 2 �S ./► BOARD OF COUNTY COI fro cl _le k COLLIER COUNTY, FLO - --- '""h-ww' "Wwvr� 0 By: Approved as to form and Legal sufficiency: Fred Coyle, Chairman Page 1 of 1 ISSIONERS Exhibit A2 -A STATEMENT OF WORK Tele- Works, Inc. (TM) SOW No. 7807 Date: July 13, 2012 Agency: Collier County, FL Account Manager: Nicole Haskins Contact: Peter Lund Phone: (540) 953 -2631 x462 Either... Automated Outbound Delinquency Campaign Management Package PRICING IS VALID FOR 180 DAYS. Product or Service Pre -Paid Minutes Package One -Time Fee Annual Fee OUTBOUND CAMPAIGN MANAGEMENT Using $5,400 $18,000 $3,500 Either... Automated Outbound Delinquency Campaign Management Package Application ' • Scheduled & Fully Automated Delinquency Notifications (Single Program) • Completely Developed by Tele -Works • Automated Data Extraction from InHance • Call Disposition Updates into InHance ___Prepaid, Minutes Package 30,000 Minutes) _. . • „rPr r i rnu es a ittea� Purchase Order TOTAL $26,9000$8,900— - (NOTE: The Purchase Order Total depends on the Agency's choice between the two options provided for the delivery of Outbound Campaign Management functionality.) Optional Product or Service Pre -Paid One -Time Annual Minutes Fee Fee^ Package SDI otithAund • 9utbeuad -mil -outs ' • E- m- aiil•Aloti€ieatione • SMHText- Not:fieatiem • "Press $ rPay" F'uaetionaliLy • lire itiMirmt "-Pack a(ioow- Minutee.) ^ Ongoing annual fees. * Alertworksoutbound calling minutes are purchased in advance; prepaid minute packages are refilled automatically when the balance falls to zero; prepaid minutes never expire (see alertworks terms and conditions below). SMS Text Messages are billed monthly at a cost of $.07 per transaction according to the "alertworks SMS Usage" section below. The following is the proposed Tele -Works solution for Collier County, FL (the "Agency "). OUTBOUND CAMPAIGN MANAGEMENT Tele -Works can provide the Agency with two options for implementation of its Automated Outbound Campaign Management functionality: 1) an application developed by Tele -Works staff OR 2) our fully documented Outbound API against which Agency staff can code its own application and take advantage of the TVP broadcast engine. Either option would use the Tele -Works Hosted Platform. Details for both options follow. Automated Outbound Delinquency Campaign Management Tele -Works can fully automate the process for preparing and delivering delinquency collection call -outs. Once established, this process will eliminate any ongoing manual steps and will run on a schedule established by the Agency. The Agency will have the ability to administer and adjust the callout, and schedule through the administrative interface. Page 1 of 5 The automated process will communicate with the Agency's InHance system, collecting the appropriate contact records to include in a recurring, scheduled collections notification. Additionally, "call results" (e.g., delivered to voicemail, delivered to human, phone number error, busy, no answer, etc.) will be posted back to the InHance system along with the date and time of the call. Leveraging our ongoing relationship with InHance, Tele -Works will ensure that all interaction with the InHance system will be in real -time by leveraging existing stored procedure functions. Outbound API Tele -Works bwx I is a web - services based tool kit for Agencies to develop and manage their own custom automated outbound needs. The API expo 4b des for contact source and message creation, notification scheduling, and full call result reporting. The API can be used to create an7'ft*,ziLtomate the collection of contacts, the confi u ' i-artd i i131 -ati of an outbound job, and the subsequent update of the backen with call d' 'bons. e1 e—O tbound API comes with complete documentation and a sample application with source code t n a_s?!9Gvv4w Agency's programming efforts. While the Outbound API falls within the Agency's mar nance (premise) or subscription (ho eement for questions arising from the documentation, Tele -Works ddo�a not directly support the actual programming efforts of the . In instances in which an Agency use t fI std Platform to conduct outbound broadcasts resulting from the Outboun er transaction (e.g., call' S1GI text, and email) charges apply. d Cover Page and Terms and Conditions: Issuance of a purchase order / notice-to-proceed based on this Statement of Work (SOW) represents agreement to the terms and conditions of this SOW. Complete Agreement. This SOW constitutes the complete agreement and terms and conditions relative to the products and services described herein. Term / Contract Commitment. By agreeing to the terms of this SOW, the Agency is making a 12 -month commitment to the TWI hosted services and payment for those services as they are defined in this SOW. The Agency may terminate the contract prior to the end of the 12 -month period but will not be entitled to any refunds for unused products or services. After the first year, either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party. Payment Terms. The Agency will pay the fees listed in this SOW as follows (this SOW may not include all types of fees referenced).��T'�• * See exceptions to Terms & Conditions (attached) • TWI invoices for 100% of the following at the Notice- to- Pioceed unless terms defined in the price quotation state otherwise: One -Time Set -up Fees, First Year's Subscription Fees, and alertworks First Prepaid Minutes Package. • TWI invoices for alertworks SMS Text Messages monthly for the total number of transactions processed in that month. The rate for messages is $.07 /transaction. • TWI invoices for subsequent Annual Subscription Fees each year prior to the start of the Annual Term. • TWI invoices for alertworks Minute Packages at the time a new Package is refilled. Page 2 of 5 Ainme! Fee 61 Additional Services.. If Agency requests any professional services from Tele-Works in order to deploy Agency services or applications, including but not limited to, application development and enhanced support services, Tele-Works will provide any such additional professional services at its standard rates. Delivery of Services. Tele-Works shall provide its Products and Services as specified in this SOW to Agency, subject to the terms and conditions set forth herein and in the SOW. Tele -Works shall not be liable for any delays or failure to perform resulting from Agency's failure to timely provide any information, content or other deliverables necessary to provide the Products and Services to Agency. Timely Completion. Agency understands that the timely completion of the project is contingent upon timely performance by Agency of all of Agency's obligations described in this SOW. In the event that progress on the project is slowed or halted due to a delay by Agency, project schedules including milestones and deadlines may be delayed at Tele-Works' discretion. License Grant. Subject to all the terms and conditions of this SOW and timely payment of any and all fees due to Tele-Works under this Agreement, Tele-Works hereby grants a non - exclusive, nontransferable, non-assignable, non-sublicensable license to Agency, to use the Licensed Software for the limited purpose of supplying and running Tele-Works Applications supplied hereunder. Agency shall use the Licensed Software only for its own business purposes, by its authorized personnel. Tele-Works reserves all rights not expressly granted herein. Notwithstanding anything to the contrary, nothing in this SOW or in the rights provided to Agency 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 that perform or use the same or similar functions as Agency's use of the Licensed Software. Convrieht. 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 Agency shall have no right, title or interest therein whatsoever. Intellectual Property. All right, title, and interest, including all intellectual property rights in the Products and Services and any associated hardware and software of Tele-Works or its licensors, and any updates, upgrades or modifications thereof, or in any ideas, know-how, and programs developed by Tele-Works or its licensors during the course of performance of this Agreement shall remain the property of Tele-Works or its licensors. All right, title, and interest in any content communicated via Tele-Works' infrastructure through use of the Products and Services shall remain the sole property of Agency. Without the prior express written consent of Tele - Works, Agency may 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. With respect to any Hosted Subscriber Services contracted by Agency, Agency will be responsible for, and shall pay any applicable fees associated with, any unauthorized use by Agency or Agency's end-users of the Hosted Subscriber Services, telephone numbers assigned to Agency, and Agency's account. In the event Agency becomes aware of such unauthorized use, Agency shall promptly notify Tele-Works. Heated alertwanks Terms and Conditions Minutes Usage A call of thirty (30) seconds or less will be billed the same as a call of thirty (30) seconds. After the first thirty (30) seconds, calls will be billed in six (6) second increments. All call costs are rounded up to the nearest cent. There is no charge for calls that do not connect. Standard and High-Volume Call -Out Capacity. The Agency can make call-outs using either of two call-out capacities. Standard Capacity provides the ability to place approximately 12 simultaneous calls; High-Volume Capacity provides the ability to place hundreds of calls simultaneously. High-Volume Capacity Surcharge When using High-Volume Capacity Call-Out, Prepaid Minutes are used up at a 80% higher rate than during Standard Capacity Call-Outs. For example, a 60 second high-volume outbound call would use 90 seconds of Prepaid Minutes. Page 3 of 5 Transactions A transaction represents each message that is sent or received through the Tele-Works SMS Gateway. Tele-Works charges for each transaction processed at the rate defined in this SOW. Response Messaging Tele -Works counts each message received, including responses, as a transaction. Message Lengtb: A standard text message is limited to 160 characters (including letters, numbers, spaces, symbols, and punctuation). Alertworks will automatically break up the message and send it in separate messages. Each message sent will count as a transaction. Message DelivW- Tele -Works cannot guarantee the delivery of every text message. Deliverability and response times are dependent upon the carrier and their network. Supported `Response "Messages An end user can opt-out by replying with the text message, "STOP." This will block the number from receiving future messages. The user may text back "RESUME" to unblock the number. The automatic STOP and RESUME feature is not optional nor are the responses case sensitive. Alertworks will post response messages up to 5 days from the time the recipient receives the message. Agency Responsibilities The Agency is responsible for ensuring that approval to send text messages to intended recipients has been obtained; for the quality and appropriateness of the phone numbers used in its broadcast events; and for appropriately maintaining information regarding opt-ins and cancellations. The Agency is responsible for ensuring that all text messages are sent in accordance with applicable federal and state laws, rules, and regulations and in accordance with best practices according to guidelines such as those of the Mobile Marketing Association. Sunuort for Hosted Subscriber Services: During the Term, Tele-Works shall be responsible for providing support to Agency with regard to the Hosted Subscriber Services according to Tele-Works prevailing Product and Services Support Policy. Agency shall be responsible for providing support to its end users with regard to the Hosted Subscriber Services. Tele-Works reserves the right to discontinue provision of support and maintenance on Products and Services according to the termination clause in this Agreement. Network Traffic. Agency acknowledges that Tele-Works is providing a hosted service, which means that Agency content and data will pass through hosted Tele-Works' servers that are not segregated or in a separate physical location from servers on which the content of other third parties is or will be transmitted or stored. Content . Agency is and shall be solely responsible for the creation, editorial content, control, and all other aspects of content. Agency represents and warrants that it has obtained (or will obtain, prior to transmission) all authorizations and permissions required to use and transmit the content over the Tele-Worka Hosted Platform as part of the Hosted Subscriber Services. No Harmful Code. Agency represents and warrants to Tele-Works and its suppliers that no content shall be knowingly transmitted by Agency or end users through the Tele-Works Hosted Platform containing any program, routine or device which is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, including without limitation, any'time bomb', virus, drop dead device, malicious logic, worm, Trojan horse or trap or back door (collectively, "Harmful Code "). Lawful Purposes. Agency agrees that it will use Tele-Works Products and Services only for lawful purposes and in accordance with this Agreement. Agency shall comply with all applicable laws and regulations when using the Products and Services, including without limitation, compliance with applicable international export and privacy laws, privacy policies of Agency and third parties and other laws regarding the transfer and/or transmission of data. Prohibited Uses. TWI hosted IVR cannot be used to "front end" calls to the Agency's live agent queue or call group. The Agency must direct its customers to TWI'a IVR by routing callers through the Agency's phone system auto - attendant and presenting the IVR as a choice. The auto - attendant should clearly inform those choosing the IVR option that they will encounter an automated phone experience and not directly speak to a live representative. Agency will be responsible for, and shall pay any applicable fees associated with, any unauthorized use, including but not limited to the aforementioned "front ending" of the Agency phone system, by Agency or Agency's end -users of the Hosted Subscriber Services, telephone numbers assigned to Agency, and Agency's account. In the event Agency becomes aware of such unauthorized use, Agency shall promptly notify TWI, TWI will issue to Agency, at Agency's request and expense, replacement telephone number(s) for use with the Hosted Subscriber Services. Critical Applications. Agency acknowledges and agrees that the Products and Services are not designed, intended, authorized or warranted to be suitable for hosting life-support applications or other critical applications where the failure or potential failure of the Products and Services can cause injury, harm, death, or other grave problems, including, without limitation, loss of aircraft control, hospital life-support systems, delays in getting medical care or other emergency services, and Agency assumes all risk arising out of such use and shall indemnify Tele-Works and its suppliers for damages and expenses (including legal fees) arising out of same. Emergency uses. If the products and services are used in emergency situations for outbound notifications, then the products and services are intended to only increase the notice which will be given. There is and cannot be any guarantee that all persons intended to be contacted will be contacted. Tele-Works accepts no responsibility for any failure of the products and services to contact any person(s) and is not responsible for any damage or injury which results from any failure to contact anyone. Agency Maintenance. Agency is responsible for, and Tele-Works is not liable for Agency's failure in, (a) maintaining items received from Tele- Works, including but not limited to the Hardware and the Licensed Software, in a safe and stable environment that is out of the way of foot or machinery traffic, suitable for electronic equipment and within a secure network environment; (b) Properly configuring, developing, programming, hosting and operating its hardware, software, web sites, content and all applications, and their respective telephone and Internet connections, to allow necessary access to and use of the Tele-Works Hosted Platform and Hosted Subscriber Services in accordance with the documentation provided by Tele-Works and all applicable protocols and requirements of the Tele-Works Hosted Platform; and (c) providing any connections necessary to communicate with Page 4 of 5 the Tele- Works - provided Hardware, Software, and/or Hosted Platform_ Agency is responsible for all standard maintenance and licensing for the application web server and/or telephony server including, but not limited to, data archival and backup, service packs, security patches and updates and domain registration_ Agency will license and install anti -virus software and periodically update virus definitions to assure that the Licensed Software and Hardware arc protected from viruses that could be contracted from any source including, but not limited to, the local network, the Internet, email, physical disk or data exchange_ Force Except for Agency's obligations to pay money, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, strikes, war, crime, terrorism, shortages of materials, internet, power or telecommunications failures, etc_ LIMITATION OF LIABILITY_ IN NO EVENT SHALL TELE- WORKS' LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF FEES PAID BY CUSTOMER FOR THE PRODUCTS AND SERVICES GIVING RISE TO THE LIABILITY DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN_ TELE -WORKS SHALL HAVE NO LIABILITY FOR UNFINISHED PROJECTS WHERE NO COMPLETE PRODUCTS AND SERVICES HAVE BEEN DELIVERED DISCLAINIER TELE -WORKS DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES SHALL MEET ALL OF CUSTOMER'S REQUIREMENTS, OR THAT THE USE OF THE PRODUCTS AND SERVICES SHALL BE UNINTERRUPTED OR ERROR -FREE. PRODUCT AND SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS IS" BASIS_ TELE -WORKS MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATING TO THE PRODUCTS AND SERVICES OR ANY OTHER MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT_ TELE -WORKS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NONINFRINGEMENT. Please return two signed copies of this agreement to Tele -Works at the address below. We will return a countersigned original for your records. Stf- be�o W Agency Signature 3a99 E.Tamam�ai't Abate'. PL_3TI-2 Agency Billing Address i[k_.�lgoIa Signature Pf7 Box M Blacksburg, VA 24060 Date About Tele - Works: With more than 500 customer implementations across North America, Tele- Works, Inc. is a leading provider of electronic billing, payment and communications software for utilities and local governments. Our Summation3601'm product suite is designed to bring billing and payment together into a single, highly cost - effective process that delivers savings by permanently elimination the cost and burden of manual billing and payment activities. ATTEST: OWNER: BOARD OF COUNTY COMMISSIONER _ OLLII tSght E. Broc ClerkAt #1 '. �� 14i ?�itdi•✓�giai;3ufficiency: Fred Coyle, Chairman Page 506 EXCEPTIONS TO TERMS AND CONDITIONS TELE- WORKS, INC. (TWI) STATEMENT OF WORK (SOW) #7807 1. Invoice and Payments Payments are made in accordance with the Local Government Prompt Payment Act, Chapter 218, Florida Statutes.