HomeMy WebLinkAbout2008-009 - Twenty First Century Comm..-.• ~-.
Bill No. 2008-09
Ordinance No. 2008-09
AN ORDINANCE AUTHORIZING AND APPROVING THE CITY OF RIVERSIDE,
MISSOURI, TO ENTER INTO A UNIVERSAL COMMUNICATIONS SYSTEMS
AGREEMENT WITH TWENTY FIRST CENTURY COMMUNICATIONS, INC. FOR
INFORMATION ACCESS SERVICES
WHEREAS, the City of Riverside (the "City") desires to purchase and acquire a high
speed notification system to notify citizens and emergency response personnel of various
emergencies that may impact the community; and
WHEREAS, the Riverside, Missouri Police Department, as well as other agencies in
Platte County, desire to participate in and use the high speed notification system for the purpose
of notifying their respective citizens of various emergencies; and
WHEREAS, Twenty First Century, Inc. has the ability and experience to provide and
maintain a high speed notification system for the City of Riverside, Missouri and surrounding
jurisdictions; and
WHEREAS, the City and Twenty First Century, Inc. have reached an agreement
concerning a universal communications system (the "Agreement");
WHEREAS, the Agreement provides that Twenty First Century, Inc. will furnish and the
City agrees to subscribe to, access to and the use of the telecommunication system and network
of local telecommunication lines, designated number lines, private lines and other means
developed for the overflow crisis or emergency information recovery or information access
services, all in accordance with the terms of the Agreement; and
WHEREAS, the City finds that entering into the Agreement is for a public purpose and is
to be advisable and in the City's best interests for the promotion of the health, safety and welfare
of the residents of the City; and
NOW, THEREFORE, BE TT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY
OF RT~ERSIDE, MISSOURI, AS FOLLOWS:
Section 1. This Ordinance is intended and is hereby determined and declared to be necessary
to accomplish and serve the public purpose of establishing a high speed notification system to be
used by the City, as well as surrounding communities who desire to participate in the system.
Section 2. The City of Riverside shall enter into the Agreement, to be substantially in the
form attached hereto as Exhibit A, with Twenty First Century, Inc..
Section 3. The Mayor, the City Administrator, the City Attorney and other appropriate City
officials aze hereby authorized to take any and all actions as may be deemed necessary or
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convenient to carry out and comply with the intent of this Ordinance and to execute and deliver
for and on behalf of the City all certificates, instruments, agreements and other documents, as
maybe necessary or convenient to perform all matters herein authorized.
Section 4. This Ordinance shall be in full force and effect from and after its passage and
approval.
Passed this ~h day of January, 2008.
Mayor Kathleen L. Rose
ATTEST:
Ci Clerk
UNIVERSAL COMMUNICATIONS SYSTEM PURCHASE ORDER FORM
BETWEEN
Twenty First Century Communications, Inc Riverside Emergency Management/Homeland
("Provider") Security
750 Communications Parkway ("Client")
Columbus, OH USA 43214 2990 NW Vivion Rd.
Riverside, MO 64150
Effective Date: December 17, 2007
SERVICES:
1. A system designed to support an unlimited number of 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 Riverside County 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 a-mail.
7.. 24/7 Help Desk support.
8. Text-to-Speech and Call Redirection as required.
9. Geo-Coded Mapping for all of Riverside County's mapping area.
10. Training and support as required.
COST.
The cost for TFCC's Universal Communications System is $8,000 annually plus usage with a standard three
(3) year agreement. The contract period begins upon system acceptance. A one-time programming and .
setup fee of $51,000 will be required within 30 days of the signing of this UCS Purchase Order Fonn. The
setup fee includes 150,000 minutes billed at the rate of $.20 per minute. Unused minutes may be carried
over each year during the term of the initial agreement.
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 aper-project basis at the rate of $176 per hour.
USAGE AND NOTIFICATION CHARGES:
The basic usage charge for inbound call traffic is either $0.3225 per minute, including carrier long distance
charges, or $0.2475 per minute unbundled, with the Client paying carrier long distance charges. Unless
specified otherwise, all LEC or carrier advanced network features will be passed through at cost, if
applicable. Outdial call traffic is billed at $0.3225/cali minute, incuding long distance. All call traffic is billed
on asecond-by-second basis with a thirty second minimum.
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/cell 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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Usage does not include Advanced Network charges. Payments later than 30 days, will be assessed a
penalty of 1.5% per month.
Under a FCC ruling, calls made to an 800 number directly from a payphone will be assessed aper-call
charge (currently $0.47149 per call). This charge is beyond the control of Twenty 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 DATABASE:
Initial cost of the telephone number database is $0.02982 per record. The cost of updating the telephone
number database is $0.002982 per record.
POINT OF CONTACT.•
The following shall be designated as the Point of Contact (POC) for the respective companies:
For Twenty First Century Communications, Inc.
For City of Riverside Missouri '
City of Riverside Misso i p
Accepted By: ~~~ Date: ~~~~~i O
Title' i~V (lGC/By
TWENTY FIRST CENTURY COMMUNICATIONS, INC.
Accepted By: / ~~ p~ ~ '--~--= Date: ~/~S/d~
Gerald L. Robertson
Title: Chief Operating Officer
Chief Financial Officer
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UNIVERSAL COMMUNICATIONS SYSTEM AGREEMENT
BETWEEN
Twenty First Century Communications, Inc Riverside Emergency Management/Homeland
("Provider") Security
750 Communications Parkway ("Client")
Columbus, OH USA 43214 2990 NW Vivion Rd.
Riverside, MO 64150
Effective Date: December 17, 2007
Provider agrees to furnish and Client agrees to subscribe to, access to and the 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. ('TFCC's Universal Communications System'), in accordance with the following
terms and conditions:
1. TermlTertnination.
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 three (3) years from the service'tum on' date
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 ninety (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 in 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 or other due date, upon Provider giving a 10-day written notice to cure, a late
charge of one and one-half percent (1 ''/2%) per month shall be due and payable with respect to such
payment, and 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 ali 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 corrector 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.
c. Client shall designate one individual within its organization to serve as a contact person to
the Provider in the course of the Clients performance under this Agreement (°Point of Contact'), which
individual shall be identified on the UCS Purchase Order Forth.
d. Client shall insure that at no time shall the TFCC Universal Communications System be
use 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 Subcontractor; 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.
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 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, PUBLIC OR QUASI-PUBLIC AUTHORITIES, PUBLIC OR PRIVATE
UTILITIES OR CARRIERS, INCLUDING WITHOUT LIMITATION PROVIDER'S 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.
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.
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 of 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 infonmation 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.
7. indemnification/Third 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 Provider's 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.
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 Client's
use of TFCC's Universal Communications System, including but not limited to 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 terrns 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 tens 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. All questions regarding the validity, intention or meaning of this Agreement or any
modifications of it relating to the rights and obligations of the parties shall be construed and resolved under
the laws of Ohio and in Franklin County District Court. Each party consents to the jurisdiction of such courts.
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, 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.
g. This Agreement, including attached addenda, signed by both parties, constitutes the entire
and only agreement between the parties concerning its subject matter and supersedes all prior and
contemporaneous proposals, oral or written, and all prior and contemporaneous negotiations, conversation,
and other communications beiween the parties. Neither party is justified in relying on such proposals,
negotiations, conversations or other communications.
City of Riverside Missou
Accepted By: ~/J/~(~(~,(~'~[~it~l/p~ -/l.~i~/ Date:
Title: /!i I GZ~~"0' ~
TWENTY FIRST CENTURY COMMUNICATIONS, INC
Accepted By: /eLJL..J~ Dam!/ ~ v - Date:
Gerald L. Robertson
Title: Chief Operating Officer
Chief Financial Officer
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