Loading...
Res 07-69 Authorizing a Contract with Utility Data SystemsTOWN OF WESTLAKE RESOLUTION NO. 07-69 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING A CONTRACT WITH UTILITY DATA SYSTEMS, INC., TO PROVIDE AN ONLINE PAYMENT OPTION FOR CITATIONS ISSUED IN THE MUNICIPAL COURT. WHEREAS, the efficient and convenient handling of payments for defendants who have citations issued in the Municipal Court is important to the Town of Westlake; and WHEREAS, The Town desires to implement an online payment option to provide the defendants with the ability to pay their citations remotely and has approved the necessary funding for this option in the FY 2007/2008 budget; and WHEREAS, Utility Data Systems, Inc., will provide an online payment module and computer support for the Town of Westlake; and WHEREAS, Utility Data Systems, Inc., and the Town of Westlake Municipal Court have developed an agreement, attached as Exhibit "A", establishing the services provided with this agreement; and WHEREAS, the Mayor and other Board of Aldermen of the Town of Westlake, Texas, as well as the Town Staff, are committed to offering outstanding customer service to the defendants in the Municipal Court and deem it to be of the utmost importance to the Town of Westlake and Utility Data Systems, Inc. to actively participate and execute the agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. That the above findings are hereby found to be true and correct and are incorporated herein in their entirety. SECTION 2. That the Board of Aldermen of the Town of Westlake, Texas, hereby approves the agreement with Utility Data Systems, Inc., relating to the provision of an online payment module for the existing Municipal Court software package, attached hereto as Exhibit "A"; and further authorizes the Town Manager to execute the contract on behalf of the Town of Westlake, Texas. PASSED AND APPROVED ON THIS 12" DAY OF NOVEMBER, 2007. ATTEST: Scott Bradley, Mayor ' Sutte , Town Secretary APPROVED AS TO FORM: own an r P.O. Bax 7280 -- Monroe, Louisiana 71211-7280 Phone: (318)388-0920-- Fax: (318) 3884690 April 12, 2007 Town of Westlake Attn: Ms. Amanda Degan 2650 Ottinger Road Westlake, TX 76262 RE: MCRSTM Online Citation Inquiry and Payment Service Contract Dear Ms. Degan RESO v7—bW EXHIBIT "A" Please find enclosed the MCRSTM Online Citation Inquiry and Payment Service Contract for your online payment service. You will need to sign one copy and return it to Utility Data Systems, Inc., P.O. Box 7280, Monroe, LA 71211-7280. The other copy is for your records. In order to expedite your website payment setup, I will need you to also fax pages 1, 5, and 8 to (318) 388-4690. Please let me know if you have any questions or need any further information. My number is (318) 388-0920 ext. 103. Enclosures Sincerely: Melanie E Reed Secretary -Treasurer Utility Data Systems, Inc. Offiees Located: 4951 Central Avenue — Monroe, Louisiana 71203 Phone: (318) 388-0920 —Fax: (318) 388-4690 Web Site: http://www,udsinc.com—Email: info@udsine.com UtilLICENSE CONTRACT AND SERVICE Da AGREEMENT TERMS AND CONDITIONS FOR MCRSTM ONLINE CITATION INQUIRY AND System N PAYMENT SERVICE LICENSEE INFORMATION Company Name: Town of Westlake Contact Name: Amanda Degan Primary User: Amanda Degan Billing Address: 2650 Ottinger Road City/State/Zip: Westlake, TX 76262 Phone: (817) 490-5715 Contact E-mail Address; Page 1 of 8 Revised May 2, 2007 Fax: (817) 430-0967 Util LICENSE CONTRACT AND SERVICE AGREEMENT TERMS AND CONDITIONS FOR Dain MCRST'" ONLINE CITATION INQUIRY AND ,System PAYMENT SERVICE Page 2 of 8 Revised May 2, 2007 This is a legal agreement (hereafter "Agreement") between you, either an individual, a company, government, or similar entity, as the subscriber of MCRST`" Online Citation Inquiry and Payment Service as detailed on page one of agreement (hereafter "Licensee") and Utility Data Systems, Inc. (hereafter "UDS"). 1. GRANT OF LICENSE UDS grants to the Licensee a limited, non-exclusive, non -transferable license to use MCRST" Online Citation Inquiry and Payment Service, subject to the following terms and conditions. To the extent allowed by law, the Licensee shall not rent, lease, sell, sublicense, assign or otherwise transfer the software, including any files, code, database tables, data structures, algorithms, designs, and accompanying printed materials of MCRST"' Online Citation Inquiry and Payment Service (hereafter "Product") to a third party, without prior permission from UDS in writing duly signed. To the extent that software in the Product is binary or Microsoft Intermediate Language code, the Licensee shall not reverse engineer, decompile, disassemble, attempt to discover any source code of the Product, or attempt to circumvent the domain and IP restriction of the Product. The Licensee agrees to be bound by the terms and conditions listed in the "UDS Online Services" online agreement posted on the sites within the MORS` OCIP website (the "Site(s)"). SERVICiE AGREEMENT TERMS AND CONDITIONS One Year Term — The Licensee agrees to a ONE-YEAR CONTRACT as detailed below, Current Fees are listed in Exhibit B. Month to Month Term - After Licensee's contract term ends, Licensee's account will be automatically renewed on a month to month basis at the current monthly subscription rate. There is no minimum term of service, Licensee may cancel the service at any time by sending an email to support(a)udsinc.com with Licensee name, license number, and reason for cancellation. Requests for cancellation must be submitted via email, fax, or postal mail. Service is billed at the start of each service month (based on the day of the month Licensee signed up for the service) for the following month and we cannot give any refunds for partial month's service. j til LICENSE CONTRACT AND SERVICE # AGREEMENT TERMS AND CONDITIONS FOR Da MCRST- ONLINE CITATION INQUIRY AND System I PAYMENT SERVICE Page 3 cf 8 Revised May 2, 2007 Service Level Agreement - UDS will make its best effort to provide each customer with 99.5% uptime on the Product. This does not include Licensee's internet connection issues or general internet congestion. Account credits and overall liability of UDS is hereby limited to a maximum one month's service during the month of the outage. Software Support - Software support is provided under separate contract and will specifically include or exclude items as covered under the "Software Support and Maintenance Contract" (see Exhibit A) and is included in the monthly service charge. Generally, the following areas are covered under the Product Hosting Support policy: Connectivity to the Product - talking with and instructing the Licensee through configuring and connecting to the Product Hosting server(s). Configuration of online payment link from Licensee's website to the Credit Card Processing Provider (some customization fees may apply - see Exhibit B) The following areas are handled on a "best efforts" basis as a courtesy to our customers (UDS may charge additional fees for these support services) : Configuration of customer firewall software and/or hardware that could affect connectivity to the Product. • Configuration of customer antivirus software (Norton Antivirus, Sophos, McAffee, etc.) that could affect connectivity to the Product. Issues related to the customer's connection to the Internet (i.e. T1, Cable Modem, DSL Modem, Dial -Up, etc.) • Issues related to general use of Microsoft TM Windows products (i.e. training, Terminal Services Configuration, etc.) Security and Reliability - UDS has installed firewall and virus detecting software on all servers and holds security and reliability as our highest priority. UDS has also taken measures to ensure that all cardholder information is transferred using equipment and procedures that are compliant with the Payment Card Industry Data Security Standards. Privacy of information is handled in a manner consistent with our Privacy Policy posted on the Sites within the MCRST"' OCIP website. Service interruptions do rarely occur and there are times when we cannot guarantee 10011/o reliability: 0 Internet congestion Utile „. , LICENSE CONTRACT AND SERVICE Da AGREEMENT TERMS AND CONDITIONS FOR lJ i MCRSTM ONLINE CITATION INQUIRY AND System ! PAYMENT SERVICE Page 4 of 8 Revised May 2, 2007 • Automatic System Updates - the Product will be regularly updated with patches and updates to the service software. These will be scheduled to be performed off -hours and should not affect service. The Product software updates will occasionally include minor changes to regular software procedures. • Terrorist Attack • Acts of God • Virus/Worm/Denial of Service Attack Licensee specifically agrees that UDS cannot be held liable for any missing data, corrupted data, incorrect transmission of data, failure to provide service, delay of service provision or anything in any way connected to the Product or UDS in excess of the cost of service provided. Cumulative liability of UDS to a customer shall not exceed the total monthly fee of the immediate prior one month of service. Transmission of Data - Licensee agrees that UDS is not responsible for any unauthorized access or modification of Licensee's data stored by or transmitted to the Product. Passwords - It is the Licensee's responsibility to keep his/her password confidential, and to change the password on a regular basis. UDS is not responsible for any data losses or security issues due to stolen passwords. UDS recommends that Licensee use passwords that contain numbers and symbols in order to prevent unauthorized users from guessing commonly - used choices (i.e. "12345", "password", etc.). UDS does not have access to view existing passwords for online web pages or merchant accounts. For security reasons, UDS can only reset passwords. Refer to the "UDS Online Services" online agreement posted on the sites within the MCRS11 OCIP website (the "Site(s)") for further conditions and requirements regarding passwords. Suspended Accounts - UDS will suspend account access two weeks (14 days) after an account is past due. A $50 fee will be charged to reactivate a suspended account. If the customer does not reactivate a suspended account, UDS can provide a backup copy of the data file upon request for $500 each plus the cost of media. Data contained in suspended or cancelled accounts will not be kept for more than 60 days after suspension or cancellation. Suspended account fees are subject to change. Cancelled Accounts - Requests for cancellation must be submitted via email, fax, or postal mail. A fee of 75% of the remaining charges for the term will be charged for early termination of an annual contract. Upon cancellation, Licensee's data fiie located on the Product hosting servers may no longer be available. It is the Licensee's responsibility to request this data prior to the request for cancellation of the service. UDS cannot guarantee retrieval of data once an account is cancelled. Uti LICENSE CONTRACT AND SERVICE AGREEMENT TERMS AND CONDITIONS FOR MCRST'" ONLINE CITATION INQUIRY AND �St 1" I PAYMENT SERVICE Page 5 of 8 Revised May 2, 2007 Backup Policy: Nightly Data Backups (included) - UDS ensures that nightly disaster recovery backups are conducted on External Tape Backup Device. The disaster recovery backup is used if the Licensee's database becomes corrupted or ,t=ails for another reason. This protects the customer in the event UDS suffers a system failure or other event that requires the recovery of an entire data storage unit. UDS only guarantees data recovery up to the previous day's data.. Individual Data Backups (extra service, additional fees apply) - The Product provides a facility for the Licensee to do interim backups at the Licensee's discretion which can be transmitted to the Licensee on a fee basis at the current rates at the time of request. 2. Credit Card Processing Provider - Payment Processing, Inc., hereafter referred to as "PPI" - the Licensee will initial here as agreement to use Payment Processing, Inc. as the credit card processing provider which is integrated into the MCRS` {inline Citation Inquiry and Payment Service for processing credit card payments and hereby agrees to the following requirements. A. PPI Pavment Processing Provider Agreement. The Licensee agrees to be fully responsible for initiating and completing Merchant Account setup with the PPI. B. Merchant Agreements. the Licensee agrees to enter into a standard form merchant agreement with the Credit Provider of PPI's choice. The Licensee acknowledges that the Credit Provider controls the terms of a Merchant Agreement and that UDS has no obligation to request or negotiate for the Licensee any changes to the Merchant Agreement. The Licensee agrees that any service agreement requirements regarding the use or purchase of necessary equipment, the licensing of supporting software, and the procedures and processes for utilizing the Merchant Services is strictly between the Licensee, PPI, and the PPI Credit Provider. If Licensee does not enter into a Merchant Agreement or a Merchant Services Agreement as required by PPI, or if at any point the Licensee fails to complete setup of Merchant Account processing services, then UDS is not obligated to provide the MCRS71' OCIP services to the Licensee. C. Scone of Services. Licensee agrees that the PPI will be responsible for coordinating installation of all necessary payment processing products at the Licensee's place of business. UDS will Utzl LICENSE CONTRACT AND SERVICE AGREEMENT TERMS AND CONDITIONS FOR Da ' _ MCRSTM ONLINE CITATION INQUIRY AND System PAYMENT SERVICE Page 6 of 8 Revised May 2, 2007 be solely responsible for the integration software as previously agreed to by UDS. PPI will also be responsible for the following: (a) Establishing and servicing merchant accounts; (b) Systems integration support and assistance to set up the electronic payment processing system; (c) Technical support services relating solely to the processing of electronic payments; and (d) Accounting and reconciliation support services relating solely to the processing of electronic payments. D. Performance of Services. Licensee agrees to be solely responsible for the services rendered by PPI. 3. DISCLAIMER OF WARRANTIES EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, UTILITY DATA SYSTEMS, INC. OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS OR ASSIGNS SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATED TO THE ONLINE SERVICES, ANY EQUIPMENT, COMMUNICATION, ELECTRONIC, CONFIGURATION PROBLEMS, OR INCOMPATIBILITY OF COMPUTER HARDWARE, SOFTWARE, THE INTERNET, PROBLEMS WITH DATA TRANSMISSION FACILITIES OR ANY OTHER PROBLEMS YOU EXPERIENCE DUE TO CAUSES BEYOND OUR CONTROL. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY APPLICABLE AGREEMENT, YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE ONLINE SERVICES IS AT YOUR SOLE RISK AND THAT THE ONLINE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITES, ARE PROVIDED ON AN "AS IS" "WHERE - IS" AND "WHERE AVAILABLE" BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT WE MAKE NO WARRANTY THAT THE ONLINE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR -FREE UNLESS OTHERWISE STATED ON THE SITE OR IN ANY APPLICABLE AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ut1I LICENSE CONTRACT AND SERVICE AGREEMENT TERMS AND CONDITIONS FOR ,�+ Da MCR ONLINE CITATION INQUIRY AND System I PAYMENT SERVICE Page 7 of 8 Revised May 2, 2007 A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE ONLINE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITES. NO LICENSE TO YOU IS IMPLIED IN THESE DISCLAIMERS. 4. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES To the maximum extent permitted by applicable law, in no event shall UDS, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations be liable for any special, incidental, indirect, consequential or punitive damages whatsoever arising out of or in any way related to the use of or the inability to use the Product. 5. LIMITATION OF LIABILITY AND REMEDIES To the maximum extent permitted by applicable law, any liability of UDS will be limited exclusively to the total monthly fee of the immediate prior one month of service. 6. GOVERNING LAW This Agreement shall be construed and controlled by the laws of the State of Louisiana. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in courts located in the State of Louisiana. The Licensee consents to such jurisdiction and venue. 7. ENTIRE AGREEMENT This Agreement constitutes the complete and exclusive agreement between UDS and the Licensee with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in writing duly signed by authorized representatives of UDS and the Licensee. Uti LICENSE CONTRACT AND SERVICE Da AGREEMENT TERMS AND CONDITIONS FOR MCRSTM ONLINE CITATION INQUIRY AND System I! PAYMENT SERVICE Page B of 8 Revised May 2, 2007 ONE YEAR CONTRACT Indicate your acceptance of a ONE-YEAR CONTRACT by initialing below. I agree to a one-year term for MCRSTM OCIP Service. If I cancel this agreement before one year I will be subject to a fee of 75% of the remaining charges for the term. After the first year I understand my contract will be maintained on a month-to-month basis and may be canceled at any time without penalty. Signature and Date I have read and agree to the UDS MCRSTM Online Citation Inquiry and Payment Service Hosting Agreement Terms and Conditions, please initiate the services requested above. PRINT YOUR NAME: lJ PRINT YOUR TITLE: Ae/rlM' rl)wlvl /W` SIGN YOUR NAME: ��`�1,�_ ______ ____ DATE: Appendix A UTILITY DATA SYSTEMS, INC. SOFTWARE SUPPORT AND MAINTENANCE CONTRACT Utility Data Systems, Inc. (herein called UDS) and the undersigned (herein called Customer), hereby agree that the following shall govern In all cases where UDS provides software support and maintenance on the product(s) listed on the attached invoice installed at Customer's address in accordance with the UDS Limited Use License Agreement. SCOPE For the term of this contract, UDS agrees to provide response within sixteen business hours to inquiries via telephone, the internet using desktop sharing software, and/or written contact between a UDS Technical Support Specialist (TSS) and one specified customer representative per user license held by customer between the hours of 8:00 a.m. and 5:00 p.m. Central (Daylight and Standard) Time, Monday through Friday, exclusive of UDS observed holidays. As part of this Contract, UDS will provide updates within the product version(s) as identified on the attached invoice to correct known errors existing in the product version(s). Customer agrees to immediately notify UDS of any change in status of the user(s) of the software specified In the attached invoice or of user(s) of related computer hardware that occurs during the term of this agreement. In the event Customer replaces a user, Customer agrees to purchase UDS Online Training via the internet. In the event Customer replaces computer hardware, Customer agrees to purchase Extended Customer Support for any support requ+red of UDS during the hardware transition, Customer agrees to keep up-to-date all operating system security patches and all virus protection software to insure the best protection is available for the computer hardware that contains and/or accesses the software specified in the attached invoice. TERM OF CONTRACT: This Contract Is effective between the dates expressed in the attached invoice. CHARGES Charges for Software Support and Maintenance are as indicated in the attached Invoice. Payment in accordance with the invoice shall be considered acceptance by the Customer of the Software Support and Maintenance Contract with UDS. If full payment Is not received by UDS within thirty calendar days of the invoice date, the Software Support Contract will automatically terminate. Any support provided thereafter will be subject to UDS Regular Hourly Rates. UDS reserves the right to determine at the time support is requested the Hourly Rates for Customers who choose to pay for services on an hourly basis instead of through a Software Support Contract. Fallure by Customer to pay UDS Regular Hourly Rates for support provided outside the Software Support and Maintenance Contract can result in Customer being flagged as DO NOT ASSIST until all charges are paid in full Fees and costs for Extended Customer Support will be charged for any item listed below under the EXCLUSIONS heading. Rates for Extended Customer Support are specified on the attached invoice. Fees for Extended Customer Support, Telephone Toll charges, and any other expenses incurred during the provision of Extended Customer Service, shall be billed monthly,and are due upon receipt. Fees for Extended Customer Support are stated in the comment section of the attached invoice and shall remain In effect throughout the term of the Software Support and Maintenance Contract. UDS will notify Customer that Extended Customer Support fees will apply prior to support being provided. Customer must agree to pay for Extended Customer Support before service will proceed. Failure by Customer to pay Extended Customer Support Fees and / or Telephone Toil Charges may, at the option of UDS, result in the cessation of all maintenance and support until all fees and costs are paid in full. PLACE OF SUPPORT Support defined herein shall be performed at UDS's premises located at 4951 Central Avenue, Monroe, Louisiana via telephone and/or internet through desktop sharing software. EXCLUSIONS The following are excluded from support and maintenance under this agreement and shall incur charges as Extended Customer Support: A. Training or retraining of Customer personnel in the use of the software specified in the attached invoice. B. Support required due to the malfunction of computer hardware, contraction of a computer virus or external computer attack, abuse, accident, or other cause other than normal usage, including but not limited to operator error, failure of other equipment, failure of operating system, failure to maintain a backup, software anomalies, and equipment operation in excess of design or environmental specifications. C. Data recovery due to any of the items listed in section "B" above. D. Out of pocket expenses, including telephone toll charges, if any, incurred by LIDS in the provision of Extended Customer Support. Any telephone toll charges incurred by Customer are Customer's own expense. E. After hours support. F. Emergency or priority issues requiring same day support. CONTRACT EXTENSIONThe term of this contract may only be extended by written agreement and acceptance of both parties hereto. LIMITATION OF REMEDY UDS shall not be liable for any damages caused by delay In furnishing support or other performance under this contract. The sole and exclusive remedy for any breach of warranty, expressed or implied, Including without limitation any warranty of merchantability or fitness of purpose, and the sole remedy for UDS's liability of any kind including liability for negligence with respect to support furnished under this contract and all other performance by UDS under or pursuant to this contract shall be limited to the total amount of fees paid by customer to UDS for services related to the claimed damages and shall in no event include any incidental or consequential damages. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration administered by neutral, third -party arbitrator(s) agreed upon by the parties in accordance with Book LII, Title XXX of the Louisiana Civil Code. ASSIGNMENT This Contract shall not be assigned by Customer. NOTICE All notices and other communications hereunder, other than notice of request for support, shail be in writing, addressed to the parties at the locations noted on the attached invoice. ENTIRE AGREEMENT This agreement represents and expresses the entire agreement and understanding between the parties. There is no other understanding, agreement, representation, or warranty, expressed or implied, statutory or otherwise, in any way limiting, extending, defining, or relating to the provisions hereof. This contract may not be modified except by a duly executed writing on behalf of both parties hereto. This contract shall be governed by the laws of the State of Louisiana. In the event any term, covenant or condition herein contained Is held to be Invalid or void, said invalidity shall not negate of invalidate any of the remaining terms, covenants or conditions herein contained. Appendix B Utility Data Systems, Inc. MCRS Online Citation Inquiry and Payment Fee Schedule** Enrollment Fees Set-up Fee $495.00 Customization Website or Other $125.00 hour Online Fees• Online Presentation Per Transaction Included Online Credit Card Pa ment U To 100 Transactions(Monthly Minimum $250.00 mo. Online Credit Card Payment Per Transaction Above 100 Transactions $0.25 ea. ** Fees are subject to change after 15t year contract term