Loading...
HomeMy WebLinkAboutOrdinance No. 02-1378 CITY OF THE COLONY, TEXAS AN ORDINANCE OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH INCODE FOR ONLINE PAYMENT OF UTILITY BILLS AND MUNICIPAL COURT FINES; ATTACHING THE APPROVED FORM OF CONTRACT AS EXHIBIT "A"; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: SECTION 1. That the City Manager of the City of The Colony, Texas is hereby authorized to execute on behalf of the City a contract with Incode for online payment of utility bills and Municipal Court fines. The approved form of contract is attached hereto as Exhibit "A", and made a part hereof for such purposes. SECTION 2. This Ordinance shall take effect immediately from and after its passage by the City Council of the City of The Colony, Texas. DULY PASSED AND APPROVED by the City Council of the City of The Colony, Texas this 3rd day of June 2002. APPROVED: ATTEST: _ / Patti A. Hicks, TMRC, City Secretary APPROVED AS TO FORM: //~:~don Hikel, ~ Attorney INTERNET BASED PRODUCTS SUBSCRIPTION AGREEMENT (INITIAL FEES) Customer Name Salesman City of The Colony L.Midkiff/ Street Address P.O. Box R.Reeves/ 6800 Main St. K.McNutt City State Zip The Colony TX 75056 Contact Person Phone Number PO Number Tax Exempt Charmyne Crowe {972) 625-2741 YES This agreement is entered into by and between Interactive Computer Designs, Inc., hereinafter referred to as INCODE, located at 5808 - 4th Street, Lubbock, T~xas 79416; and; THE CITY OF THE COLONY, hereinafter referred to as Pursuant to the terms and conditions of this agreement which are contained on these pages, the CUSTOMER agrees to ~urchase the following items from INCODE. DESCRIPTION I QUANTITY ] PRICE InSite Web Publishing Component One Time Setup Fee 1 400.00 - Hardware Configuration - DNS registration Design and Customization 4 Hours 400.00 - Color and Graphics - Training on how to manage the site - Training on uploading and publishing documents - Training on using the calendar control - Establishment of MSMQ for File Transfer (estimated at between 4 and 16 hours) THE APPLICATION SOFTWARE TO BE PROVIDED HEREIN IS SUBTOTAL 800.00 SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. ACCEPTED BY: ACCEPTED BY: TOTAL 800.00 THE CITY OF THE COLONY INTERACTIVE COMPUTER DESIGNS, INC. DATE DUE Cu~,~{ Sam~ ~a]~e Signature ~tle'~ ~ ~F-, President Date Issue Date hwswa032594 INTERNET BASED PRODUCTS SUBSCRIPTION AGREEMENT (MONTHLY FEES) Customer Name Salesman City of The Colony L.Midkiff/ Street Address P.O. Box ;R.Reeves/ 6800 Main St. K.McNutt City State ]Zip The Colon}/ TX 75056 iContact Person Phone Number PO Number [Tax Exempt Charm}/ne Crowe (972) 625-2741 YES This agreement is entered into by and between Interactive Computer Designs, Inc., hereinafter referred to as INCODE, located at 5808 - 4th Street Lubbocl6 Texas 79416' and' THE CITY OF THE COLONY, hereinafter referred to as CUSTOMER 3' C, 2002. Pursuant to the terms and conditions of this agreement which are contained on these pages, the CUSTOMER agrees to >urchase the following items from INCODE. DESCRIPTION QUANTITY[ eRICE InSite Web Publishing Component Monthly fee to support and host Web Site Per Month 100.00 Utility CIS On-Line Component ! Utility CIS On-Line Account Inquiry (3 cents per bill, per month). Quantity = 11,000 bills Per Month 330.00 Online Payments z.~ °/o - Fee for providing merchant account and EasyRec service ~ of each transaction includes credit card discount - NOTE: Customer pays $1.00 fee per transaction for payment online. Court On-Line Component Monthly support/maintenance fee Per Month 50.00 Number of Violations per month: 800 Service Level: $240.00 - Note: Defendant pays a fee per transaction for payment on-line. Fee includes a base charge of $1.00 per transaction plus 5% of transaction total (before fee). - City will not incur any additional fees provided that the payment volume is sufficient to generate $240.00 per month - If, after 6 months of use, City's Court on-line site is not generating the stated service level, INCODE reserves the right to terminate the service. City may continue the service by subsidizing it to the service level. Wease note this is not an Annual agreement, the fees listed herein are monthly fees. THE HARDWARE & SYSTEM SOFTWARE TO BE PROVIDED HEREIN IS SUBTOTAL 480.00 SUBJECT TO THE ATTACHED TERMS AND CONDITIONS. SALES TAX ACCEPTED BY: ACCEPTED BY: TOTAL 480.00 THE CITY OF THE COLONY INTERACTIVE COMPUTER DESIGNS, INC., DATE DUE . /Y~' F-'. President ?rt eT,7 -, ' Title Date Issue Date hwswa032594 1NTERNET BASED PRODUCTS SUBSCRIPTION AGREEMENT - TERMS AND CONDITIONS THIS AGREEMENT is effective as of the date of acceptance set forth at the end hereof, and is by and between Interactive Computer Designs, Inc., hereinafter referred to as INCODE and the party signing this agreement as the "SUBSCRIBER". DEFINITIONS InSit~ InSite is a product designed to enable SUBSCRIBER to easily establish a presence on the Interact. InSite is composed of the InSite Publishing Component and other miscellaneous components. These components may be used independently or in conjunction with each other. InSite Publishin~ Comlmnent, The InSite Publishing Component (ISPC) provides a simple avenue for the SUBSCRIBER to publish a sophisticated Web Site that is easy for them to maintain. The ISPC contains the central Web Site menuing system and smart directories. These smaxt directories allow the SUBSCRIBER to simply copy or FTP Web compatible documents (HTML) to INCODE's InSite Server for publication. As long as the documents are copied to the proper directories, the ISPC will automatically catalog, organize and publish the documents to the SUBSCRIBER's InSite Web Site. If the SUBSCRIBER has a unique domain name, INCODE can seamlessly point it to INCODE's web server. Utility Billing On-Line The Utility Billing On-Line component allows the SUBSCRIBER to make available ceCtain information from their INCODE Utility Billing System to citizens with Intemet access. Information is transferred from SUBSCRIBER to INCODE daily. This information is posted to SUBSCRIBER's web site, which is hosted on INCODE's web server. With the proper security clearance, citizens with Intemet access have access to the data which can include: Consumption information, service level information, requests for service, accounting information and the opportunity to pay their Utility Bill over the Intemet using a credit card or on-line electronic checks. Court On-Line Court On-Line provides the ability for municipal court £mes to be paid by credit card or electronic check via the Internet. Since it was designed by INCODE, this system interfaces seamlessly with INCODE's InCourt Municipal Court System. AGREEMENTS 1) TERI~ SUBSCRIBER must return an executed copy of this Agreement to INCODE within 90 days from the issue date. Thereafter, the Agreement will be voided and is subject to change. Subject to the limitations of this Section 1, and unless otherwise provided for in this Agreement, the term of this Agreement shall commence as of the effective date and shall continue for three (3) years. The term shall thereafter he automatically extended in separate consecutive periods of twelve (12) months duration unless either party gives written notice to terminate. Notice to terminate must provide at least sixty (60) days notice of said intent. In the event that the SUBSCRIBER fails to pay any amount payable to INCODE hereunder, when due, or fails to comply with any other provision of this Agreement, INCODE may terminate the SUBSCRIBER's rights by written notice to that effect to the SUBSCRIBER. INCODE may, by written notice to the SUBSCRIBER, tenmnate its obligations under this Agreement in the event that INCODE, for whatever reason, ceases to host SUBSCRIBER's Web Site. A termination of the SUBSCRIBER's rights under this Agreement shall not terminate any of the parties' rights under this Agreement to receive or hold amounts rightfully owing to the respective party pursuant to the terms of this agreement or to enforce the intellectual and proprietary rights in the INCODE concept, web site, software, and technology. Upon termination or non-renewal of this agreement, the parties shall each promptly account for all due but unpaid amounts hereunder. If SUBSCRIBER wishes to terminate before the stated term expires, SUBSCRIBER must give sixty (60) days written notice in order not to incur termination costs of $1,440.00. Please also see section entitled "TERMINATION" in this Agreement, 2) NATURE OFWEBSITE. INCODE shall maintain a web site accessable over the Interuet, for SUBSCRIBER. This web site shall contain both static information pages, non-static inteaactive pages as well as payment function pages. The web site shall allow a citizen with Intemet access to view relevant data provided by SUBSCRIBER. This data may include certain data elements from SUBSCRIBER's Utility Billing System and Municipal Court Systera, This web site shall be equipped to accept payment of amounts owed to SUBSCRIBER, via Secured Socket Layer (SSL) encryption and credit card or debit card charge. 3) DATA PROCUREMENT. INCODE requires the following items for the Publishing Component of InSite. The SUBSCRIBER will need to provide INCODE the documents to be published in an HTML 1NTERNET BASED PRODUCTS SUBSCRIPTION AGREEMENT- TERMS AND CONDITIONS format. It is the responsibility of the SUBSCRIBER to obtain, install and be familiar with the operation of software capable of producing the I-1TML documents. Unless specified elsewhere in this Agreement, these pages will be static (no interaction between site and user). The SIJBSCRIBER is responsible for the content of the page (INCODE will only provide the framework for publishing the information). INCODE must host the SUBSCRIBER's Web Site in order to provide the SUBSCRIBER this publishing component. Utility Billing On-Line and Court On-Line require daily updates to and from the SUBSCRIBER's primary soRware. INCODE will assume responsibility for transferring the necessary data from the SUBSCRIBER's primary mit'ware system, to INCODE's web server. This transfer will occur on a daily basis. Additionally, certain reformation, such as payment information, must be conveyed to SUBSCRIBER. INCODE will assume responsibility for transferring such information back to SUBSCRIBER on a regular basis. 4) LICENSED SOFTWARE OWNERSHIP. SUBSCRIBER agrees that INCODE possesses exclusive title to and ownership of the INCODE Software. a) SUBSCRIBER agrees that SUBSCRIBER acquires neither ownership nor any other interest in the INCODE SoRware, except for the fight to use and possess the INCODE SoRware in accordance with the terms and conditions of this Agreement. b) All rights not expressly granted to SUBSCRIBER in this Agreement are retained by INCODE. c) SUBSCRIBER agrees that INCODE Software including, but not limited to, systems designs, progrmns in source and/or object code format, applications, techniques, ideas, and/or know-how utilized and/or developed by INCODE are and shall remain the exclusive property of INCODE. SUBSCRIBER agrees that the INCODE Software consists of INCODE's trade secrets. INCODE shall retain all copyrights in the INCODE Software, whether published or unpublished. d) INCODE agrees that all data provided to INCODE for the purposes of generating the web site shall remain the property of SUBSCRIBER. Should SUBSCRIBER terminate the Intemet Serqices in good standing and in accordance with the termination provisions of this Agreement, INCODE agrees to return to SUBSCRIBER, all graphics, text documents, and data files held by INCODE. 5) SUBSCRIBER MEI~ffiERSItIP FEES. For establishing new InSite service, the SUBSCRIBER shall pay to INCODE the following amounts as stated in Initial Fees. 6) NOT ASSIGNABLE. The rights of the SUBSCRIBER under this Agreement are not assignable without the prior written consent of INCODE. Any attempt to sublicense, assign, encumber or transfer any of the rights, duties or obligations under this Agreement by the SUBSCRIBER is void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors. 7) SOFTWARE M~tll~ITENANCE. This SUBSCRIPTION AGREEMENT includes unlimited telephone support, support by communication modem, and all software upgrades, enhancements and new releases. 8) PARTIAL INVALIDITY. Should any provision or clause of this Agreement be held to be invalid, such invalidity shall not affect any other provision or clause heaeof, which can be given effect without such invalid provision or clause. 9) RESPONSIBiI,ITY OF DATA. INCODE will assume responsibility for all data transfer, but not responsible for data accuracy. 10) PROPRIETARY INFO~TION. a) Distribution of INCODE Software. SUBSCRIBER may not sell, assign, transfer, disclose, or otherwise make available, either directly or indirectly, any object code, documentation or other material relating to the SoRware, in whole or in part, or any copy of the same in any form, to any other person or entity. b) Software as Trade Secret. SUBSCRIBER shall maintain the confidentiality of the Software and unless specifically authorized by INCODE or except for ordinary and necessary backup purposes, SUBSCRIBER may not make or have made any copies of the SoRware or any part thereof. SUBSCRIBER shall include INCODE's proprietary notice or other legend on any copies made by SUBSCRIBER as permitted hereunder. 11) WARRANTY, DISC~R, ~ATION ON LIABIIWI'Y. INCODE warrants that the Software will substantially conform to documentation delivered by INCODE to SUBSCRIBER pursuant to this 1NTERNET BASED PRODUCTS SUBSCRIPTION AGREEMENT - TERMS AND CONDITIONS Agreement, including INCODE's response to the Request for Proposal for six (6) months following installation; provided, however, that INCODE's warranty hereunder shall not cover or apply to any software, or part thereof, that is not developed or designed by INCODE. In the event that the Software is found to be defective in such respect and SUBSCRIBER notifies INCODE in writing within six (6) months after its receipt of the Software of any substantial non-conformity of the Software with such specifications, INCODE's sole obligation under this warranty is to remedy such defect within a reasonable time. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS MADE IN LIEU OF ALL OTHER WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FrYNESS FOR A PARTICULAR PURPOSE. INCODE SHALL IN NO EVENT BE LIABLE FOR DAMAGES THAT EXCEED THE AMOUNT OF THE CHARGES PAID BY SUBSCRIBER HEREUNDER FOR THE DEVELOPMENT AND LICENSE OF THE SOFTWARE. IN NO EVENT SHALL INCODE BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS, REVENUES OR DATA, EVEN IF INCODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 12) ItOLD ItARblLESS. SUBSCRIBER agrees that it will hold INCODE harmless against any claims, damages, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of or relating to a) SUBSCRIBER's failure to implement any corrections, improvements and new releases relating to the Software, or any part thereof, b) SUBSCRIBER's unauthorized alterations to or use of the Software, or c) SUBSCRIBER's breach of any of its obligations to maintain the confidentiality of the Software or SUBSCRIBER's unauthorized copying thereof. 13) TERMINATION. This Agreement or any license referenced hereunder may be terminated by INCODE upon written notice to SUBSCRIBER if SUBSCRIBER performs any breach of the terms of this Agreement. At the date of termination of this Agreement, SUBSCRIBER shall promptly return to INCODE any Software, related documentation, materials and other property of INCODE then in its possession, and any copies thereof wherever located. Notwithstanding the foregoing, all provisions hereof relating to confidentiality of the Software shall survive the termination of this Agreement. 14) GENERAI~ a) This Agreement shall be governed by the laws of the State of Texas and constitutes the entire Agreement between the parties hereto with respect to the Software described herein, and shall supersede all previous or contemporaneous negotiations, commitments and writings with respect to the matters set forth hereto b) All acceptances by INCODE of purchase orders and all sales by INCODE are expressly limited to and made on the basis of the terms and conditions set forth herein, notwithstanding receipt or acknowledgment of SUBSCRIBER's order forms or specifications containing additional or different provisions, or conflicting oral representations by an agent, representative or employee of INCODE. Any such additional or different terms are hereby objected to. All acceptances by INCODE are expressly conditional on SUBSCRIBER's assent to the additional or different terms and conditions set forth in this Agreement. If these terms and conditions are not acceptable, SUBSCRIBER should notify INCODE at once.