HomeMy Public PortalAboutORD14872 BILL NO. 2011-87
SPONSORED BY COUNCILMAN HARVEY
ORDINANCE NO. I 1 _IF 7;
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH SPRINGBROOK
SOFTWARE, INC., FOR ONLINE BILL PAYING SOFTWARE.
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF
JEFFERSON, MISSOURI, AS FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized to execute an
agreement with Springbrook Software, Inc. for online bill paying software.
Section 2. The agreement shall be substantially the same in form and content as
that agreement attached hereto as Exhibit A.
Section 3. This Ordinance shall be in full force and effect from and after the date
of its passage and approval.
Passed: Approved:
Presiding Office Mayor
ST: APPROVED AS TO FORM:
pity Clerk Interim City Counselor
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SPRINGBROOK SOFTWARE
ONLINE PAYMENTS AND IVR AGREEMENT
This Springbrook Software,Web Payments and IVR Agreement(the"Agrcernerit'� is made and entered into as of the order form date by
and between Springbrook Software Inc., a Oregon corporation having its principal place of business at 111 SW Fifth Avenue, Suite 1850,
Portland, Oregon 97204 "Licensor) and the City of Jefferson City a corporation having its principal place of business at 320 E. McCarty,
Jefferson City XIO 65101("Licensee').
This Agreement:consists of the General Terms and Conditions a set forth below:
GENERAL TERMS AND CONDITIONS
version of the software licensed by Licensor,including all
1. DEFINITIONS. related Documentation and any modified,updated or
enhanced versions of the program that Licensor may provide
1.'1. "Change Order"means a written request to change 1he terms or to Licensee,as set forth in the Order Form.
scope of a Statement of Work. 1.10. "Professional Services"means implementation, training,
1.2. "Citizens'Citizens consumers and others designated by the Client. installation,data recovery,migration,restoration services,
to access Web Payments and/or IVR services. and other professional services provided by Licensor to
1.3. "Client Qitu'mcans any and all data and information of any kind Licensee,but specifically excluding Support Services and
or nature submitted to Licensor by Licensee,or received by Managed Services.
Licensor an behalf of Licensee,in connection with the Service, 1,11. "Project Coordinator"means that project coordinator,
other than publicly available information- designated by Licensee,in connection with Professional
1.4. "Deliverables"means anything provided to the client pursuant to a Services.
statement of work. 1.12, "Releases"mcans new versions of the Software,which tray
1.5. 'IJnhancemenr"meansaily modification or addition that,when include Error Corrections and/or Enhancements.
made or added to the Software,materially changes its utility, 1,13. Source Code"means the human-readable version of
efficiency, functional capability,or application,but that does not soft-w=program than can be compiled into F—iccutable
constitute solely an Error Correction, Licensor reserves the right Code.
to designate any Enhancement released by Licensor after the 1.14. ",Statement oE%Vorl 'means a statement ofwork signed by
Effective Date as a new version of the Software or as a new the parties pursuant to which Licensor provides Professional
software application,and to condition release and right of access Services to Licensee.
and use of the new application or version upon Licensee's 1.15. "remporary Fix"means an initial correction or"fix"to a
payment of an adjusted Service Fee- problem in the Software prior to the release of an error
1.6. "Error"means any failure of the Software to conform in any correction.
material respect to its published specification. 1.16. "I'hird Party Vendors"mean vendors chosen by
1.7- "Error Correction"means either modification or addition that; Springbrook to provide solutions and services provided for
when made or added to the Software,brings the Software into in this Agreement.
material conforn-dry with its published specifications,or a
procedure or routine that.,when observed in the regular operation
of the Software,avoids the practical adverse effect of such
nonconformity. 2. SCOPE OF AGREEMENT.
1.8. "Hosted Subscriber Services"shall mean IVR and web services 9.1. The Service provided by Software Vendor to Licensee
where Tele-Works delivers the application and functionality as a pursuant to this Agreement shall consist of the Web
service from Tele-Works'wel-)or 1171t hosting centers. Payments and/or IVR services,as set forth on the
appropriate order form and shall include: Online Payments,
Software and Hosted Subscriber Services.
1.9. 3. ONLINE PAYMENTS.
"Licensed Software"nicans the machine-readable,object-code
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3.1. The Service will allow Citizens to make Payments and perform shall be responsible for providing support to its end users
certain other functions via a welisite,telephone or webpLge hosted with regard to the Hosted Subscriber Services,
and maintained by Vendor and/or its agents,accessible by hodink 5.4. NC.ttYork_Traffic, Customer acknowledges that Tcle-Works
from Licensee's own websire,as set forth in the appropriate Order is providing a hosted service,which means that customer
Form.Licensee agrees to use only such vendors which are subject content and data will pass through hosted Tele-Works'
to an agreement between the Licensee and the merchant services servers that are not segregated or in a separate physical
providers, for merchant banking services.For purposes of the location from servers on which the content of other third
credit cud and similar transactions,Licensee shall act as merchant, parties is or will be transmitted or stored.
and Licensee shall be solely responsible for maintaining its 5.5. Con ten Customer is and shall be solely responsible for the
merchant relationship with such providers,and for all payments creation,editorial content,control,and all other aspects of
related to that merchant relationship- Such merchant relationship content.Customer represents and warrants that Customer
is subject to the terms of the agreement signed between Licensee has obtained(or will obtain,prior to transmission)all
and the provider and not subject to the terms and provisions of authorizations and permissions required to use and transmit
this Agreement.Licensee agrees to only use merchant services the content over the Tele-Works Hosted Platform as part of
providers approved by Licensor. the Hosted Subscriber Services.
5,6, No Harmful Code Customer represents and warrants to
4. SOFTWARE. Tele-Works and its suppliers that no content shall be
knowingly transmitted by Customer or end users through the
4.1. Operation of the Service requires installation and maintenance of Tele-Works Hosted Platform containing any program,
Licensed Software on servers maintained by Licensee on routine or device which is designed to delete,disable,
Licensee's premises. As used in this Agreement, the Software is deactivate,interfere with or otherwise harm any software,
limited to the most current released version of the Licensee's program,data,device,system or service,including without
payment application,and includes any updates to the Software as limitation,any'time bomb',,6rus,drop dead device,
made available by Licensor. The Software does not include new
,software applications,substantially new versions of any soffivare malicious logic,worm,Trojan horse or trip or back door
(Collectively,"Harmful Code,).
application,or services necessary to implement new applications
or versions of the applications. Licensee agrees that Licensor May
designate any software application released by Licensor after the
executed Agreement as a new version or a new application,and
those additional fees may be required for any such new version or G. RIGHTS OF ACCESS AND USE
application. 6.1. Licensor grants Licensee a terminable,non-exclusive and
5. HOSTED SUBSCRIBER SERVICES non-transferable right to access and use the Service solely for
5.1. General Customer shall be solely responsible for,and Tele- Licensee's internal business needs(including access by
Works is not liable for Customer's failure in,(a)properly Citizens via password protected accounts),subject to the
configuring,developing,programming,hosting and operating its terms and conditions herein.
hardware,software,web sites,content and all applications,and 7. PROFESSIONAL SERVICES.
their respective telephone and Internet connections,to allow
access to and use of the Tele-Works Hosted Platform and Hosted 7.1. Statements of Work.
Subscriber Services in accordance with the documentation If Licensee desires to engage Licensor to provide
provided by Tele-Works and all applicable protocols and Professional Services,Licensee and Licensor shall enter into
requirements of the Tele-Works Hosted Platform and (b) a Statement of Work that describes the specific services to be
providing any connections necessary to communicate with the performed by Licensor.The terms and conditions set forth
Tele-Works Hosted Platform. in this Agreement apply to all Professional Services rendered
5-2. Unauthorized Use. Customer-,,,M be responsible for,and shall pay by Licensor.If there is a conflict between the provisions of
any applicable fees associated with,any unauthorized use by this Agreement and a Statement of Work,the relevant
Customer or Customer's end-users of the Hosted Subscriber provisions of this Agreement will control unless the
Services,telephone numbers assigned to Customer,and Statement of XVork expressly provides otherwise.Following
Customer's account. In the event Customer becomes aware of execution of a Statement of Work,Licensee may request
such unauthorized use,Customer shall promptly notify Tele- changes to the scope of the Professional Services described
Works,Tele-Works will issue to Customer, at Customer's request therein by sending to Licensor a Change Order.Licensor will
and expense,replacement telephone number(s) for use with the review the Change Order and notify Licensee in writing of
Hosted Subscriber Services. any financial or schedule change required to implement the
53, Support for Hosted Subscriber Services During the Term,Tele- Change Order.The Change Order will not be binding unless
Works shall be responsible for providing support to Customer agreed upon in writing by both parties.
with regard to the Hosted Subscriber Services according to Tele- 7.2. Performance of Services.
Works prevailing Product and Services Support Policy.Customer
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Unless the Professional Services are such that they must be reserves the right to change the Nees as set forth on the
performed at Licensee's premises,Licensor may perform the appropriate order farm.In addition,Licensee shall reimburse
Professional Services at Licenser's or Licensee's place of business, Licensor for any expenses,including travel expenses incurred
at Licenser's option.Licensees are responsible for sill travel in the performance of Professional Services.Except as
expenses related to performance of services under this agreement. specifically set forth in dais Agreement,all fees are non-
Licensor will have-sole discretion to determine personnel assigned refundable.
to perform the Professional Services.
7.3. Client Project Coordinator. 10?. Payment.
Licensee shall designate a Project Coordinator in each Statement Payments due under this Agreement shall be made in U.S.
of Work.The Project Coordinator will have the authority to bind currency in the amounts and at the times set forth in the
Licensee in all matters with respect to this.-Agreement and any applicable Order Form or Statement of Work or,if not
Statements of Work,including,without limitation,directing indicated therein,within thirty(30)days of the date of
Licensor to perform work,agreeing to additional work or changes invoice.If Licensee fails to timely pay any amount when due,
outside the scope of a Statement of Work,approving all Licensor Licensee shall pay,in addition,interest at the rate of one and
delivered services and committing Licensee to pay for all work the one half percent(11/2/z))per month,but not to exceed the
Project Coordinator has directed Licensor to perform. maximum allowed by late,on such delinquent amount.
8. Acre s. 10.3. Tastes.
If Professional Services are performed at Licensee's place of All Fees are exclusive of any sales,value-added,foreign
business or via electronic means,Licensee shall provide Licensor withholding or other government taxes,duties, fees,excises,
personnel with the necessary access to hardware and other systems or tariffs imposed on the production storage, licensing, sale,
as well as reasonable office space.Licensee warrants Chat it owns all transportation,import,export,or use of the Products or
riglit,title and interest in and to,or has full and sufficient right and performance of any services (collectively,"faxes").Licensee
authority to use in the manner contemplated by this Agreement and is responsible for paying any taxes to the appropriate agency.
any Statement of Work,any hardware,software,programming, If the Licensor is assessed taxes related to services provided
materials or data furnished or made available by Licensor to under this agreement,Licensee will be responsible for,and
Licensee in connection with Licensor's performance of this will reimburse Licensor within thirty(30)days of request for,
Agreement. all such Taxes and any related penalties,except for takes
9. Intellectual Property Rights imposed on Licensor's net income.
Licensor or its third party providers do and will at all times own rill 10.4. Expenses.
Intellectual Property Rights related to the Professional Services, Licensee is responsible for all ll its Internet connection
the Deliverables and sill documentation related to the foregoing, charges,calling activities and phone bills related to its use of
provided that upon full payment to Licensor for all amounts due the Products.
from Licensee hereunder,Licensee will have a nonexclusive and
nontransferable license to use such Deliverables for its own internal 11. CONFIDENTIALITY&OWNERSHIP
use for the business activities generally carried out by Licensee. This
non-exclusive and non-transfetable license is only valid while this 11.1. Obligations
agreement is in effect.All computer software and other materials Beach party acknowledges that,in the course of the
owned by Licensor and used by Licensor in conjunction with the performance of this Agreement,it may obtain the
Professional Services or incorporated into the Deliverables will Confidential Information of the other party,Confidential
belong exclusively to Licensor or its third party providers,whether Information disclosed pursuant to this Agreement will be
or not they were specifically adapted by Licensor for use by subject to the terms of this Agreement during the Term of
Licensee.Any concepts,ideas,know-how or techniques developed this Agreement and after Expiration or Termination of this
during the course of this Agreement or any Statement of Work by agreement.Recipient shall take all reasonable steps to prevent
Licensor,or jointly by Licensor and Licensee,will be the exclusive the unauthorized disclosure of and maintain the confidentiality
property of Licensor. of the Confidential Information of Discloser.Recipient shrill
not disclose the Confidential Information of Discloser to any
10. FEES AND PAYMENT employees or third parties except to Licensee's third party
providers,employees(including independent contractors),
10.1. Fees subsidiaries and consultants of Recipient who have at least an
Fees paid by Licensee are in consideration of the rights of access equivalent confidentiality obligation to Recipient and who
and use granted in Section?,and as set forth in the appropriate have a need to know such Confidential Information on
Order Form or Statements of Work.The Service Fees do not condition that Recipient shall be liable for any breach by such
include services or goods not expressly described in this individual or entity.However,the parties acknowledge and
Agreement Except as otherwise expressly stated herein,all fees agree that,notwithstanding such measures taken to prevent
paid hereunder are nonrefundable and will be forfeited on a pro- unauthorized disclosure,use of or connection to die Internet.
rated basis,in the event of cancellation or termination. Licensor provides the opportunity for unauthorized third parties to
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circumvent such precautions and illegally gain access to 12.3. Account Access,Creation and Termination.
Confidential Information. Accordingly,Recipient cannot and does Licensee shall exercise control over all administrative
not guarantee the privacy,security or authenticity o Early account access,creation and termination,and shall be solely
information so transmitted over or stored in any system connected responsible for,creating or terminating accounts,and for
to the Internet.The Confidential Information disclosed by allowing Citizens to open accounts,and for controlling
Discloser may only be used by Recipient as necessary to perform its account and password security. The Service shall restrict
obligations or exercise its rights under this Agreement access to each Citizen account to users who enter the
11.2. Client Data assigned account password,but otherwise Licensor shall not
Licensee shall remain the sole and exclusive owner of all Client be responsible or liable for controlling access to or misuse of
Data.As such,Client Data shall be subject to regulation and accounts.
examination by the appropriate auditors and regulatory agencies to 12.4. Monitor and Store Data,
he same extent as if such information were on Licensee's Licensee shall verify account data accuracy on a regular basis,
premises. and assumes sole responsibility for maintaining data backup
11.3. Vendor Systems__Service and Confidential Information. systems of systems located at the client site or managed and
Licensee acknowledges that it has no rights in the Service, maintained but the client. Licensee shall immediately inform
including without limitation any software,systems,artwork, Licensor of any account data inconsistency,errors or
methods,documentation,guidelines,procedures and similar corruption.
related materials or any modifications thereof provided by 12.5. Release of Licensee-g—rCitixen Records.
Licensor,and including material displayed on any Service website Licensee shall assume responsibility for responding to and
such as icons,screen displays,and the assembly and arrangement determining the validity of any requests or demands,whether
thereof,except with respect to and as limited by Licensee's access from a court,q regulatory or other governmental agency,or
and use of the same during the term of this Agreement. the public, for the release of any Licensee or Citizen Records
11.4. Exceptions. or data in Licensors control or possession. Licensor shall
The obligations set forth herein will not apply to any information not release any such records or data to any party without
that is in response to a valid order by a court or other written authorization by Licensee,unless compelled to do so
governmental body,or(ii)otherwise required by law,will not be by a court or agency of competent jurisdiction.In the event
considered to be a breach of this Agreement or a waiver of that Licensor needs to release client information to defend a
confidentiality for other purposes;provided,however,that claim against Licensor,Licensor shall inform Licensee of any
Recipient will provide prompt written notice thereof to Discloser such required disclosure prior to disclosure,and seek
to enable Discloser to seek a protective order or otherwise prevent approval to release information.
such disclosure. 12.6. Citizen SuI212ort.
Licensee assumes sole responsibility for providing all support
12. LICENSEE RESPONSIBILITIES. services to Citizens,and shall be the sole contact for all
support requests from Citizens. Client shall not refer any
Licensee acknowledges that operation of the Service requires Citizen to Licensor directly for support requests,but may
communicate such requests to Licensor together with
Licensee's effort:and cooperation,and that in addition Co its other
obligations under this Agreement,Licensee assumes the following contact information for the requesting Citizen. Licensor
responsibilities: may,in its discretion,respond directly to the Citizen or
provide a response to Licensee,and may deem any such
response support not covered by regular Maintenance and
12.1 Set-Up,Training- Support to be billed as an additional fee to Licensee at
Licensee shall use its best efforts to facilitate and participate in Licensors hourly rates.
Service Set-Up,and afford Licensor reasonable access to 12.7- Credit Card Charge-backs.
information,equipment and facilities as requested by Licensor. Licensee assumes liability for,and indemnifies Licensor and
Licensee shall require all of Licensee's personnel who use the its agents,against any claims or charges by any bank or credit
Service to complete any training prescribed by Licensor at the time card company for charge-backs related to any Citizen
of implementation. Subsequent tiuning of new personnel after payment via the Service,and any claims or charges by any
implementation is not included in this agreement. bank or credit card company for online payment processing
112, Equipment Maintenance- fees-related to online payments to Licensee.
Licensee shall maintain hardware and software,including non-
Licensor hardware or software,at Licensee's site as recommended 13. LICENSOR RESPONSIBLITES
by Licensor for operation and use of the Service. Licensee,at its
expense,shall also maintain its own website,which shall feature a
hodink icon by which Citizens can access the Service website.or Licensor shall provide support and maintenance related to
webpage hosted by Licensor. Licensor may,at its discretion, the Software on the following terms and conditions:
provide standard web page that appears to belong to Licensee
but is actually housed on Licensor's website. 13.1. Scol2e of Maintenance._
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During the term of this Agreement,Licensor shall provide Basic 14. INDEMNIFICATION.
T%Jaintenance services in support of the Software. Basic
Maintenance services shall consist of: 14.1•
13-2. Downtime. By Licensee.
Licensor shall make its best efforts to limit Service downtime In addition to indemnification pursuant to Section 12.7,,
caused by maintenance,upgrades or repairs,to two(2)hours per Licensee shall indemnify and hold Licensor harmless from
incident,and shall make its best efforts to post on the Service and against any claims,demands,causes of action,debt or
%vebsite the expected downtime and the time at which service will liability,including reasonable attorneys'fees(die"Claims"),
be restored. to the"tent that the Claims are based upon:
13.3. Error Correction-
Licensor will use all reasonable diligence to correct verifiable and 14.1.1
reproducible Errors within a reasonable time period after reported The protection or disclosure of,or any request or demand
to Vendor. The Error Correction,when completed,may be to view,any account or payment records,daut or information
provided in the form of a"temporary fix,"consisting of sufficient (other than disclosures caused solely by Licensor-acting other
programming and operating instructions to implement the Error than upon Licensee's instructions,including without
Correction. limitation instructions regarding applicable laws or
13.4.Telephone Support. regulations);
Licensor shall provide support during normal business hours
(7:00am-5:00prn PSI) that permits Licensee to report Errors in 14-1.2
the Software or Service access and to receive assistance. Licensor Compliance with any laws or regulations requiring
reserves the right to bill hourly(following Licensee's prior disclosures to any Citizen;and
approval) for maintenance in cases of repeated operator error,or
where a single operator error results in substantial effort by 14.1.3
Licensor to resolve the problem. Acts of Licensee using the Services in breach of law or
13.5. Changes in State and Federal Reglilations regulation,or contrary to any term of this Agreement.
Licensor may provide updates needed to conform to state and Wi0ful misconduct or Gross Negligence of Licensee
federal regulations,including changes to tax tables and routine
forms. maintenance services under this Agreement do not include 14.2. By Licensor
updates to conform to any changes in local governmental
regulations,including without limitation changes in utility billing 142L
rates,reports or methods. Licensor shall indemnify,and hold Licensee harmless
116. Routine Releases, from and against any claim,demands,causes of
Licensor may,from time to time,issue Routine Releases of the action,debtor liability,including reasonable attorrieVs,
Software,containing Error Corrections and Enhancements. fees(the to the extent that the Claims are
Routine Releases will be made available to Licensees who have based upon,
subscription agreements in place,as soon as reasonably possible,at 14.2.2.
times and on conditions to be established by Licensor. Licensor Any claim that any of the website content provided
reserves the right to designate any Release as routine or non- solely by Licensor infringes or violates any intellectual
routine. property rights of any third party;or
13.7. Exceptions. 14.2.3.
The following matters are not covered by Basic Maintenance,and Willful misconduct or gross negligence of Licensor.
are outside the scope of services provided pursuant to this 14,14.
Agreement A claim resulting from Third Party Vendors failure to
maintain Payment Card Industry Data Security Association
13.7.1. Requirements(PCI)
Onsite support by employees or agents of Licensor; 14.23.
13.7.2. A claim resulting from Third Party Vendors failure to
Training users in the proper operation of the Software and the maintain appropriate compliance with 2003 Fair and
Service; Accurate Credit Transactions Act Sections 114 and 315.
13.7.3.Any problem resulting from Licensee's misuse,improper use, 15. TERM;DEFAULT;RENEWAL.
alteration,or damage of the Software,unless approved by Licensor 15.1. Term.
in writing;
15.1.1.
his Agreement is effective upon execution and shall continue
for a term as set forth in the order form, (the"Initial Term').
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This agreement will automatic:dly renew at the end of the Initial 17. LIMITATION OF REMEDIES AND LIABILITY;
Term or a subsequent term fora period of 12 months. The Client EXCLUSION OF CONSEQUENTIAL DAMAGES.
must notify the vendor within 30days of the end of a Term that
they wish to terminate this agreement. 17.1. The cumulative liability of Licensor to Licensee for all claims
relating to the Software and any services rendered hereunder,
15-2.Termination in contract tort,or otherwise,shall not exceed the total
amount of the Fees,as set forth in the order form paid to
15.3. Either part),may terminate this Agreement upon delivering notice Licensor during the six(6)months immediately preceding
of termination for any material breach of this Agreement by the the date Licensee informs Licensor of the claim. Licensor's
other,provided such notice; liability for breach of warranty exists only during the
warranty period set forth in Section 9, In no event shall
15.3.1.sets forth the rounds for termination,and; Licetiso'r be liable for any consequential,indirect,special or
9 incidental damages(including,without limitation,damages
15.3.2. for loss of business profits,business interruption,loss of
gives the breaching party thirty(30)days to cure the breach, business information,or other pecuniary loss),whether
and; arising out of contract,tort,warranty or otherwise. The
15-3.3• foregoing limitation of liability and exclusion of certain
Notwithstanding that a party gives notice of termination, damages shall apply regardless of the success or effectiveness
such termination shall not be effective if the breach is cured of other remedies,and applies to Claims pursuant to the
prior to expiration of the thirty(30)day notice period,and limited warranty created under this Agreement.
the terminating party is notified of the cure within the
notice period. 18. GENERAL
15.4, Renewal 18.1. Taxes.
Effective upon the expiration of the Initial Term,and the In addition to the Service Fees and other fees payable
expiration of each Renewal Term (as defined herein) thereafter, hereunder,Licensee shall be liable for any federal,state,
this Agreement shall be automatically renewed for successive county,local or other governmental taxes,duties and excise
Tenns of 12 months each (each such successive term a"Renewal taxes,now or hereafter applied on the use of the Service
Term'�,unless contrary notice is Oven by either parlyat least sixty including sales Lax,use tax,valuc added tax or similar
(60)days prior to the expiration of the initial term. 18.2. Entire Agceement,
This Agreement,including the Product Addenda and any
16. LIMITED WARRANTY AND EXCLUSIONS. Order Forms or Statements of Work,constitutes the entire
agreement between the parties and supersedes all previous
M.I. LICENSOR WARIL-kNTS THAT IT HAS TITLE TO THE and contemporaneous agreements,understandings and
INTELLECTUAL PROPERTY USED IN THE SERVICE arrangements with respect to the subject matter hereof,
AND'n-lAT IT HAS MUTT-I0RFIY TO GR-1,NTTIJE RIGHT whether oral or written.
OF ACCESS AND USE HEREIN TO LICENSEE. 18.3. Amendment.
LICENSOR ALSO WARJUkNTS THAT,DURING TI-IE TERM Thus Agreement may be amended or supplemented only by
OF THIS AGREEMENT,THE SOIL MARE WILL a writing that refers explicitly to this Agreement and that is
FUNCTION IN CONFORMITY WITH THE DESCRIPTION signed by both parties.
AND SPECIFICATIONS CONTAINED IN THIS 18.4. Waiver.
AGREEMENT AND THE A171ACHMENTS FIERETO,AND No term or provision hereof will be considered waived by
TF-LAT ALL SERVICES RENDERED HEREUNDER SHALL either party,and no breach excused by either party,unless
BE PERFORMED IN A GOOD AND WORKNIANLIKE such waiver or consent is in writing signed on behalf of the
NL- NNER. VENDOR K-DKES NO WARRANTY party against whom the waiver is asserted.No consent by
REGARDING TI-IE USABILITY OR CONVERTABILITY OF either party to,or waiver of,a breach by either party,
ANY OF LICENSEE'S PRE-E'XISTING DATA. LICENSEE whether express or implied,will constitute consent to,waiver
AGREES THAT THE FOREGOING LIMITED WARRANTY of,or excuse of any other,different,or subsequent breach by
IS IN LIEU OF ALL OTHER WARIL-kNTIES OF LICENSOR either party.
AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, 18.5- Severnbilir%
E\PRESS OR IMPLIED,INCLUDING WITHOUT If any provision of this Agreement is held to be invalid or
LIMITATION ANY IMPLIED WARRANTY OF unenforceable for any reason,the remaining provisions will
MERCI-IANTABILITY OR FITNESS FOR ANY continue in full force without being impaired or invalidated
PARTICULAR PURPOSE,TI-L-kT THE OPERATION OF in anyway. The Parties agree that any invalid provision will
THE SERVICE V7TLL BE FREE FROM ERRORS OR be deemed to be restated so as to be enforceable to the
INTERRUPTION,OR TFLaT THE LICENSEE DATA WILL maximum extent permissible under lay.,consistent with the
BE FREE FROM CORRUPTION OR LOSS. original intent and economic terms of the invalid provision.
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I B.6. Relationship of Parties. 18.11
The parties to this Agreement are independent contractors,There Inspections,
is no relationship of agency,partnership,joint venture, Licensee will permit Licensor or its representatives to review
employment or franchise between the parties.Neither party will Licensee's relevant records and inspect Licensee's facilities
have,and will not represent that it has,any power,right or and Systems to ensure compliance with the Agreement,
authority to bind the other party,or to assume or create any
appropriate Order Forms or Statements of work.Licensor
obligation or responsibility,express or implied,on behalf of the will give Licensee at least ten(10)days advance notice of any
other party or in the other party's name. such inspection and will conduct the same during normal
18.7. Non-Exclusive Relationship. business hours in a manner that does not unreasonably
This Agreement is non-exclusive.Each party will be free to enter interfere with Licensee's normal operations.
into other similar agreements or arrangements with other third 18.12.
parties. Governing Law
18.8.Assignment. This Agreement will be governed by and construed under
Neither party will indirectly or directly transfer or assign any the laws of the United States,the State of Oregon,and
rights under this Agreement,in whole or part,without the prior Multnomah County.This Agreement will be deemed to have
written consent of the other party.Notwithstanding the foregoing, been made and entered into in Multnomah County,Oregon.
the Licensor may,without the prior written consent of the other 18.12.1.
party,assign this Agreement to a subsidiary or affiliated entity as Dispute Resolution and jurisdiction.
part of divestiture,corporate reorganization or consolidation or The parties will attempt to resolve any dispute relating to
to another party in connection with a merger,acquisition,or sale this Agreement by good faith negotiation between business
of substantially all assets or stock to which this Agreement relates, principals.Thereafter,the parties will submit their dispute to
provided the successor agrees in-writing to assume all of the a mutual agreed to judicial Axbitror and Mediator
assigning party's obligations hereunder.Any assignments contrary 18.13,
to this Section 11.7 will be void.Subject to the foregoing,this Attorneys'Fees,
Agreement will bind and inure to the benefit of the parties and In the event any attorney is employed by any Party to this
their respective successors and permitted assigns. Agreement with regard to any legal action,arbitration or
other proceeding brought by any part),for the enforcement
Force Majeure of this Agreement,or because of an alleged dispute,breach,
IS.9. Except for Licensee's payment ohligations under this Agreement, default or misrepresentation in connection with any of the
neither party will be liable for any failure or delay in performance provisions of this Agreement,then the party or parties
under this Agreement which might be due in whole or in part, prevailing in such proceeding,whether at trial or upon
directly or indirectly,to any contingency,delay,failure,or cause of, appeal,will he entitled to recover reasonable attorneys' fees
any nature beyond the reasonable control of such party.Such and other costs and expenses incurred,in addition to any
causes include,without in any way limiting the generality of the other relief to which it may be entitled.
foregoing, fire,explosion,earthquake,storm,flood or other 19.14.
weather,unavailability of necessary utilities or raw materials,power Notices.
outage,striate,lockout,unavailability of components,activities of a AD notices,consents,and approvals under this Agreement
combination of workmen or other labor difficulties,war,act of must be delivered in writing by courier,by overnight mail
terrorism,insurrection,riot,act of God or the public enemy,law, service or by certified or registered mail,(Postage prepaid
act,order,export control regulation,proclamation decree, and return receipt requested)to the other party at the address
regulation,ordinance,or instructions of government or other set forth beneath such party's signature and will be effective
public authorities,or judgment or decree of a court of competent upon receipt. Either party may change its address by giving
jurisdiction(not arising out of breach by such party of this written notice of the new address to the other party.
Agreement).If,however,a party's performance is prevented for 18.15.
ninety(90)days or more,then the other party-will be entitled to Press Release
terminate this Agreement on written notice to the party suffering In the event that Licensor wishes to issue a press release
the force majeure at any time prior to resumption of performance announcing the existence of the relationship between the
by the party suffering the force majeure, parties and the nature of this Agreement,Licensor will
18.10. provide such press release to Licensee for Licensee's written
Compliance With Laws. approval and consent.Such approval and consent will be in
Each party shall be responsible for its own compliance with laws, Licensee's sole discretion. No other press releases that
regulations and other legal requirements applicable to the conduct mention the other party shall be issued without the other
of its business and this Agreement,and agrees to comply with all party's prior written approval.Licensee agrees to allow
such laws,regulations and other legal requirements Licensor to list client as a customer.
Paje-7 s Jefferson City,Nfo-Online PayrneriLq And FVR Agreement- ITIT
r " n cr'u r o o k
18,16. each of which will he deemed an original and all of which
Construction of Agreement will he taken together and deemed to he one instrument.
This Agreement has been negotiated by the respective parties Each party agrees that electronic or facsimile signatures of
hereto and their attorneys and the language hereof will not be authorized representatives of either party will be binding for
construed for or against any party.The titles and headings the purposes of executing this Agreement
herein are for reference purposes only and will not in any
manner limit the construction of this Agreement,which will be
considered as a whole.
19.16-1.
Counterparts and Electronic Signatures.
18,16.1.
This Agreement may be executed in one or more Counterparts,
19. IN WIIN[-.q,,;WI each of the parries hereto has caused this Agreement to be executed in duplicate by its duly authorized officer or
representative.
Licensor Licensee
By: By-.
Signature: Signature:
Name (Print): Name 0Irint)--jC-,jk'jC.
'ride: Title:
Date: 12011 Date:
APPROVEDAS TO FORM:
tfy Counselor
Page 8 Jefferson City,MO-Online Payments And Wit Agreement-Version 11.1 1.10
3I ?.117I JEFITRSON COMMA r' ? .0 11
SPRINGSROOK SOFTWARE
SUPPLEMENTS TO GENERAL TERMS AND CONDITIONS
This supplement sets forth additional terms and conditions applicable to any agreements between the Jefferson City,MO["Client')and Springbrook Software,Inc
("Vendor'),including,without limitation,the Master Client Agreement("Master Agreement's and any Addenda to that agreement entered into by Vendor and
Client Capitalized terms used in this Addendum but not defined herein will have the meanings set forth in the Master Agreement
1 SUPPLEMENTS,ADDITIONS AND AMENDMENTS
a. �'cndor shall,Ity sworn afGdac•it and prr.n•ision aFdneumcntation,;tCfirm its cnniliment and porticipatiE:,n in a Ccticni u-or1:nutltorizotir.in pn:gram tcith
respect to the employees working in connection with the contracted Novices.
b. Vendor shall sifm an affidavit affirming that it dues not knowingly employ any person who is an unaudiorired Aien in connection with the contracicd
'Nun-Ice's,
C. If Vendor is a stile proprictimship,partnership,or limited partnership,contractor shall provide pniof of citizenship or lawful presence of the owner prior
Era issuance of Elie exccuiion of the contract
tN wtTNL•ss w11F,RroF,each afthe parties her to has caused this addendum to be executed by its duly authorized officer or repres tative.
Vendor: �— � f' -- Client
By: By: [[��
Name(Print): "E �. Name(Print): FF-7-arc- Fi4Y%t4.
Title: ( /,LL s! t :, Title: M Qqr-4 _ P
L ,
Date: I l< 1r f7 Date:
APPROVED AS TO FORM:
Chi ounsclor
S ~ b k
'
~
Inc.
Web Payments Order Form
Client Information
Licensee. City of Jeff erson City C ontact Email: 1313e tts(@0effdtymo.p±g_
ticensee Contact: Bill l3etts Contact Phone: 573-634-64 13
Billing Address: 320E.McCar-ty
Cfty: Jefferson City state: MO Zip: 65101
Service'rerm jPursuant to terms and conditions of the master Web Payments Agreement)
Term if Applicable 2 VeaFS
Effective Date,
Client Fiscal Year:
Number of Accounts: 51600
online Application Feu
Product Family
Type Details Fee
Web Payments One Time ggjris�–ee -,800
Web Payments one Time SetuR Eee $1,200
Web Payments One Time Initial Trainieg $2,400
Web Payments One Time Web Hosting Fee NA
C—Web Payments Monthly Fee 2UHaq&gLb nyments for Utility,Billing NA
Client will be charged a$1.00 transaction fee to use the web payment service for each transaction performed through the web
payment service. Client may opt to have Citizen pay this fee in lieu of the Client paying the fee.
Services not specifically identified by this Order Form,or identified in the Springbrook Software as Service Agreement,And Addenda
are considered out of scope and may incur additional costs.
This order form is issued pursuant to the terms and conditions set forth in the Springbrook Web Payments Agreement and addenda
thereto.Client also agrees that services not defined in this agreement or order form may incur additional costs.By signing below the
client agrees by the terms of this order form and the agreement referenced above.
LICENSOR: LICENSEE:
By;6pringbmohSoftware By:
Signature, Signature
Name(Print): I I V'A-- 0 Name(Print): Ex <1 igge""'Qk
Title: tlice Title:
Date: ZZ4 Date., 4ffZZ14&
itY Counselor
�age i Web Payments Order Form-Ver 5-24-09