Exhibit 2 - Original Ordinance and Contractf
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WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
prepaid utilities services solution for the City of Denton in accordance with the procedures af State
law and City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluatian factors included in the request for propasals;
and
WHEREAS, the City Council has pravided in the City Budget for the appropriation offunds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
IleT0111, No%, Z'HER.EFOR.E,
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SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies ar services, shown in the 66Request for Proposals" on file in the affice af the
Purchasing Agent, are hereby accepted and approved as being the most advantageous ta the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
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5346 Exceleron Software, LLC $1,100,000
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
praposals, the City accepts the offer of the persans submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards, quantities and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. Should the City and person submitting approved and accepted items and afthe
submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding ofthe proposals, the City Manager or his designated representative is hereby
authorized to execute the written contract; provided that the written contract is in accordance with
the terms, conditions, specificatians, standards, quantities and specified surns contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council afthe City of Dentan, Texas hereby expressly delegates the
authority ta take any actions that may be required ar permitted to be performed by the City of Denton
under the RFP 5346 to the City Manager af the City of Denton, Texas, ar his designee.
SECTION 5. By the acceptance and appraval ofthe above enumerated bids, the City Council
hereby authorizes the expenditure af funds therefor in the amaunt and in accordance with the
appraved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ``" " , day of r r s'`-, 2014.
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CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ' , J. ; . ..
VED '`l LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: .
v.r„
Y,- ,
Attachment A
TERMS AND CONDITIONS
1. Definitions
1.1 "Participating Members" or "Subscribers"
means a customer of the Customer who participates in
the Customer's alternative prepaid program.
1.2 "MyUsage Prepaid Software" means that
certain Exceleron soffinrare called MyUsage Prepaid or
Prepaid Account Management System.
1.3 "Confidential Information" means this
Agreement and all its attachments, the MyUsage
Software, documentation, information, data, drawings,
specifications, and any other information supplied by one
party to the other and which should reasonably be
considered confidential. Confidential Information will not
include information that is publicly available, becomes
publicly available through no fault of the other party, is
already in the other party's possession without a
confidentiality obligation, is obtained by the other party
from a third party without restrictions on disclosure, or is
independently developed by the other party without
reference to the Confidential Information.
1.4 "Customer Data" means all data and
information (whether or not Confidential Information)
entered into the System by Customer.
1.5 "Effective Date" is defined on the Cover Page.
1.6 "Go Live Date" means the first day that the
MyUsage Software is used by Customer for productive
use (e.g. first time Customer Data is entered into the
system by the Customer.
1.7 "lnitial Term" is defined on the Cover Page.
1.8 "Pilot Period" means the period of time between
the Go Live Date and sixty (60) days from the Go Live
Date.
1.9 "System" means Exceleron's computer systems
that are used to host the MyUsage Software.
2. MvUsage Prepaid Software Access ,
2.1 Exceleron hereby grants to Customer a non-
exclusive, nontransferable, non-sublicensable license to
use the MyUsage Software through the System during
the Term (as defined below) solely for Customer's
internal business purpose related to prepaid electricity
service.
2.2 Customer must: (a) provide for its own access to
the Internet and pay any service fees associated with
such access, and (b) provide all equipment necessary to
make such connection to the Internet, including a
computer, modem and specified browser and plug-in
software.
2.3 Exceleron will retain sole and exclusive
ownership of ail right, title and interest in and to the
MyUsage Software and System and all copies thereof.
2.4 Customer Data shall be and remain the property
of Customer. Upon Customer's request, or upon the
termination or expiration of this Agreement, such
Customer Data shall be promptly returned to Customer
by Exceleron in a form then maintained by Exceleron or,
if Customer so elects, shall be destroyed.
2.5 Exceleron shall upon receipt of the authorized
purchase order and dually executed contract, work with
Customer to schedule an implementation kick off
meeting within ten (10) business days. Exceleron shall
diligently work with Customer to implement the Software,
and shall use commercially reasonable efforts to
implement the Software within one-hundred and eighty
180) days, after receipt of the authorized purchase
order and dually executed contract, provided however
such timeframe shall be extended for any delay caused
by Customer. Customer shall use commercially
reasonable effort to perForm the responsibilities that are
agreed to by the Parties in the implementation kick off
meeting.
3. Service Level and Support
3.1 Exceleron will use commercially reasonable
efforts to make the System available for Customer's
access 24 hours per day, seven (7) days a week
Operating Hours"). Except in the case of
emergencies, Exceleron will provide Customer with at
least twenty=four (24) hours prior notice of downtime
required during Operating Hours and will use
commercially reasonable efforts to accommodate
Customer's schedule for such downtime.
3.2 The MyUsage Software and System will operate
in material conformance to the specifications set forth in
Attachment B. As Customer's sole and exclusive
remedy, Exceleron will use commercially reasonable
efforts to fix any non-conformities. Customer agrees that
Exceleron may, in its reasonable commercial judgment,
amend Attachment B from time to time to further detail
the MyUsage Software and System. Amendments to
Attachment B are effective upon Customer's receipt of
the revised Attachment B. However, if: (a) the
amendment would materially and adversely affect
Customer, (b) Customer provides Exceleron with a
written notice describing its objection to the amendment
in reasonable detail within five (5) business days of the
effective date of the amendment, and (c) Exceleron does
not agree to waive the amendment as to Customer
within five (5) business days of Customer's notice, then
Customer may terminate this Agreement without liability.
3.3 Exceleron will provide Customer with those error
corrections and modifications to the MyUsage Software
that Exceleron provides without cost to its other
customers that access the MyUsage Software through
the System.
3.4 Exceleron will provide telephone support during
Exceleron's normal business hours (8 am — 5 pm, CST,
Monday thru Friday) to permit Customer to report
problems and seek reasonable assistance in the use of
the MyUsage Software. Exceleron shall provide the
following toll-free telephone number for technical
assistance during normal hours of operation: 800-511-
1554.
3.5 Exceleron will use commercially reasonable
efforts to resolve any outages during business hours
within four (4) hours and will dedicate resources to
resolving any outage until such outage is resolved.
Notwithstanding the foregoing, Exceleron will not be in
default of this Agreement, or be liable in any way, to the
extent the System is unavailable wholly or partly due to:
i) Customer's failure to perform its obligations under this
Agreement that affects the performance of the System;
ii) force majeure events set forth in Section 12.9; (iii) the
pertormance of Customer's third party
telecommunications network provider(s); (iv) changes
made at the request of Customer; (v) unforeseen
capacity increases based on changes in Customer's
business processes for which Exceleron has not
received at least thirty (30) days prior written notice from
Customer; and (vi) Customer's software or hardware.
Fraudulent statements by the Exceleron on any Offer, or
in any report or deliverable required to be submitted by
the Exceleron to Customer shall be grounds for the
termination of the Contract for cause by Customer and
may result in Legal action.
4. Other Services
4.1 Exceleron will provide Customer with two (2)
business days of training on the use and operation of the
System. The class will be held in Dallas, Texas at a
mutually agreed upon date and time. Training will be
train the trainer" training and may accommodate up to
three (3) individuals. Any additional training will be
performed according to mutually agreed terms and
conditions.
5. Fees and Payment Procedures
5.1 Customer shall pay Exceleron the fees in
accordance with the fee structure set forth on the Cover
Page and as otherwise provided in this Agreement. All
amounts will be due and payable within thirty (30) days
after the date of invoice. Any amounts owing that are
not paid when due will accrue interest from the due date,
in accordance with the provisions of Texas Government
Code 2251 (Prompt Payment Act).
5.2 All amounts shown in this Agreement are in
United States dollars and are net of all sales, use,
property and related taxes..
Customer is exempt from Federal Excise and State
Sales Tax. Customer qualifies for sales tax exemption
pursuant to the provisions of Article 20.04 (F) of the
Texas Limited Sales, Excise and Use Tax Act. Any
Exceleron performing work under this contract for
Customer may purchase materials and supplies and rent
or lease equipment sales tax free. This is accomplished
by issuing exemption certificates to suppliers.
Certificates must comply with State Comptroller's ruling
95-0.07 and #95-0.09.
Federal excise taxes, State taxes, or City sales taxes
must not be included in the invoiced amount. Customer
shall furnish a tax exemption certificate upon request.
5.3 In the event that Customer has not timely paid
fees due under this Agreement or Customer is otherwise
in breach of this Agreement, Customer acknowledges
that Exceleron may suspend or deny Customer's access
to the MyUsage Software and System.
5.4 PRICING
The pricing set forth on the Cover Page has been
Customer established by offer from Exceleron and
acceptance by Customer, through a negotiation in
accordance with the provisions of Texas Local
Government Code 252.
Total Corrir c Amount
Pricing shall be per the Cover Page. (Contract Pricing)
Price Adjustments
Price adjustments will not be allowed for this project
unless a change in scope is approved that increases or
decreases the amount of work required.
Requests or proposals for changes in scope must be
submitted in writing with documentation that provides
justification for the change and supporting evidence that
describes the basis for the cost change.
Upon receipt of such request, Customer reserves the
right to either: accept the proposed change as
competitive with the general market price at the time and
issue appropriate authorizations or reject the increases
within 30 calendar davs after receipt of a properly
submitted request. No work shall be undertaken on a
proposed change until authorized by Customer in the
form of a Purchase Order change and/or other
documentation appropriate to amending the contract.
The request can be sent by e-mail to:
purchasingCa)cityofdenton.com
Or mail to:
901 B Texas Street, Denton, Texas 76209
City of Denton
City of Denton Purchasing
Attn: Purchasing Manager
940) 349-7100
901 B Texas Street
Denton, Texas 76209
Customer reserves the right to accept, reject, or
negotiate any proposed price changes.
6. Term and Termination
6.1 Unless this Agreement is terminated earlier in
accordance with the terms set forth in this Section, the
term of a Service (the "Initial Term") shall commence on
the Effective Date and continue for finrelve (12) months
following the last day of the Pilot Period. Following the
Initial Term, this contract shall renew for automatic
successive one year terms (each, a"Renewal Term"),
not to exceed two (2) additional renewal terms, unless
either Party gives written notice of termination at least
thirty (30) days prior to the end of the Initial Term or the
Renewal Term. "Term" shall collectively mean and
include the Agreement terms represented by the Initial
Term and the Renewal Term. At the sole option of
Customer, the contract may be further extended as
needed, not to exceed a total of six (6) months.
6.2 Either party may terminate this Agreement at the
end of the Initial Term or a Renewal Term by providing
the other party with at least thirty (30) days written notice
prior to the date of termination.
6.3 A party may terminate this Agreement upon
written notice to the other party if such other party
breaches a material term, condition or provision of this
Agreement unless the breach, if capable of being cured,
is cured within thirty (30) days after the non-breaching
party gives the breaching party written notice of such
breach, or as Texas statutes are amended to prohibit or
substantially change the operation of the
program/services.
Either party shall have the right to remedy or cure the
cause for termination or breach within ten (101 calendar
davs (or within such #er time neriod as the
Customer and Exceleron shall mutually agree, which
agreement shall not be unreasonably withheld or
delayed) after written notice from the appropriate party
setting forth in reasonable detail the events of the cause
for termination or breach.
6.4 A party may terminate this Agreement upon
written notice to the other party if such other party
i) terminates or suspends its business, (ii) becomes
insolvent, admits in writing its inability to pay its debts as
they mature, makes an assignment for the benefit of
creditors, or becomes subject to direct control of a
trustee, receiver or similar authority, e (iii) becomes
subject to any bankruptcy or insolvency proceeding
under federal or state statutes, (iv) or the governing body
of Customer does not appropriate funding for this
agreement.
6.5 Notwithstanding Section 6.3, Exceleron may
terminate this Agreement immediately upon Customer's
breach of the license restrictions in Section 2.1.
Customer may terminate this Agreement immediately
upon Exceleron's material breach of State, Federal, or
Local laws.
Upon receipt of a notice of termination for any reason,
Exceleron shall promptly cease all further work pursuant
to the Contract, with such exceptions, if any, specified in
the notice of termination. Customer will immediately
cease all use of and access of the System and shall pay
the Exceleron, to the extent of funds appropriated or
otherwise legally available for such purposes, for all
goods delivered and services performed and obligations
incurred prior to the date of termination in accordance
with the term hereof. If Customer terminates fthis
Agreement for convenience (not for breach) during the
Initial Term or a Renewal Term, the parties recognize
that the harm caused by a breach of this Agreement is
incapable or difficult of estimation. Accordingly, those
Monthly Minimum Fees that would otherwise become
due under this Agreement during the remaining Term
during the actual period of use prior to termination date,
will be accelerated and become immediately due and
payable. The parties agree that such amounts are a
reasonable forecast of the amount necessary to render
just compensation. Nothing in this provision is intended
to entitle Exceleron to collect unearned interest or to
receive an interest rate greater than the rate allowed by
law. Notwithstanding the foregoing, during the Pilot
Period Customer may terminate this Agreement for any
reason and without any liability except for the fees
accrued prior to termination by providing written notice to
Exceleron prior to the completion of the Pilot Period.
6.7 PROCEDURES UPON TERMINATION. The
termination of this Agreement shall not relive either party
of any liability that accrued prior to such termination.
Upon the termination of this Agreement, all of the
provisions of this Agreement shall terminate and:
Exceleron shall (i) immediately cease to provide
services, including but not limited to work in connection
with the installation activities and services in connection
with the Program, (ii) shall deliver within 30 days, to the
Customer any and all Proprietary Property of the
Customer provided to Exceleron pursuant to this
Agreement, (iii) promptly deliver to the Customer a final
report regarding the collection of data and payment
activity in such format and for such periods as the
Customer may reasonably request, and which final
report Exceleron shall update or supplement from time to
time when and if additional data or information becomes
available, (iv) promptly deliver to Customer a final
invoice stating all fees and charges properly owed by
Customer to Exceleron for work performed. Exceleron
will transfer the data and relevant information to
Customer by a mutually agreed upon method.
Customer shall immediately cease using the the
Exceleron System or using any other Intellectual
Property of Exceleron, promptly deliver to Exceleron any
and all Proprietary Property of Exceleron provided to the
Customer pursuant to this Agreement, and promptly pay
Exceleron, to the extent of funds Appropriated or
otherwise legally available for such purposes, for all
good delivered and services performed and obligations
incurred prior to the date of termination in accordance
with the term hereof.
7. Warranties
AuthoritV. Exceleron hereby warrants and represents
that it has all right, power and authority to execute and
deliver this Agreement and perform its obligations
hereunder. Customer hereby warrants and represents
that it has all the right, power and authority to execute
and deliver this Agreement and perform its obligations
hereunder.
Professional Services. Exceleron hereby warrants and
represents that any and all services provided by
Exceleron pursuant to this Agreement shall be
perFormed in a professional and workmanlike manner
and, with respect to the implementation and support of
the Exceleron System, subject to applicable law.
Customer hereby warrants and represents that any and
all services provided by Customer pursuant to this
Agreement shall be performed in a professional and
workmanlike manner.
7.1 EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, EXCELERON MAKES NO
WARRANTIES, WITH, WHE HER EXPRESS,
IMPLIED, OR STATUTORY REGARDING OR
RELATING TO THE MYUSAGE PREPAID SOFTWARE,
THE SYSTEM OR THE DOCUMENTATION, OR ANY
MATERIALS OR SERVICES FURNISHED OR
PROVIDED TO CUSTOMER UNDER THIS
AGREEMENT. EXCELERON SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE. AND NONINFRINGEMENT EXCELERON
SHALL DILIGENTLY ENDEAVOR TO CORRECT ANY
SYSTEM MALFUNCTION IN A TIMELY MANNER.
7.2 Each party represents, warrants, and covenants
that it shall comply with all federal, state and local laws
and rules.
8. Limitation of Liabilitv
8.1 EXCEPT WITH RESPECT TO BREACHES OF
SECTIONS 2.1, 7_2, 9, AND 10, IN NO EVENT WILL
EITHER PARTY BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND IN CONNECTION WITH OR
ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER ARISING OUT OF
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY
OR ANY OTHER LEGAL OR EQUITABLE THEORY,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
8.2 EXCEPT WITH RESPECT TO BREACHES OF
SECTIONS 2.1, 7_2, 9, AND 10, IN NO EVENT WILL
EITHER PARTY'S AGGREGATE CUMULATIVE
LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER ARISING OUT OF
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY
OR ANY OTHER LEGAL OR EQUITABLE THEORY,
EXCEED THE TOTAL AMOUNT OF ALL FEES
ACTUALLY PAID OR PAYABLE BY CUSTOMER TO
EXCELERON UNDER THIS AGREEMENT FOR THE
TWELVE MONTHS IMMEDIATELY PRIOR TO THE
MONTH IN WHICH THE CAUSE OF ACTION AROSE,
PROVIDED HOWEVER, THE LIMITATION ON
DAMAGES EXPRESSED IN THE PRECEDING
SENTENCE SHALL NOT APPLY TO DAMAGES
CAUSED BY THE WILLFUL OR WANTON CONDUCT
OF THE PARTY CREATING THE DAMAGES. THIS
LIMITATION OF LIABILITY IS INTENDED TO APPLY
WITHOUT REGARD TO WHETHER OTHER
PROVISIONS OF THIS AGREEMENT HAVE BEEN
BREACHED OR HAVE PROVEN INEFFECTIVE.
9. Indemnification
Patent Riqhts
Exceleron agrees to indemnify and hold harmless
Customer from any claim involving U.S. patent right
infringement or U.S. copyrights on services or software
provided.
9.1 Exceleron will, at its expense, defend, indemnify
and hold Customer harmless from and against all claims,
losses and damages related to or arising out of an
allegation brought against Customer that the MyUsage
Software as used through the System infringes any U.S.
patent, copyright, trade secret or other proprietary right
of any third party. Customer shall give such assistance
and information as Exceleron may reasonably require to
oppose such claims. Exceleron shall have no obligation
for any claims arising out of a combination or use of the
MyUsage Soffinrare as used through the System with
non-Exceleron programs, products or data, if such
combination or use is the cause of the alleged
infringement.
In the event that Service Provider is enjoined from
delivering either preliminary or permanently, or
continuing to license to Customer, the Services and such
injunction is not dissolved within thirty (30) days, or in
the event that Customer is adjudged, in any final order of
a court of competent jurisdiction from which no appeal is
taken, to have infringed upon or misappropriated any
patent, copyright, trade secret, trademark, or other
proprietary right in the use of the Services, then Service
Provider shall, at its expense use commercially
reasonable efforts to: (a) obtain for Customer the right
to continue using such Services; or (b) replace or modify
such Services so that it does not infringe upon or
misappropriate such proprietary right and is free to be
delivered to and used by Customer.
If Exceleron determines that none of these alternatives is
reasonably available, Exceleron may terminate this
Agreement and refund to Customer any Fees paid in
advance for the time following termination. This shall not
limit the obligation of right and parties of 9.1.
9.2 Customer acknowledges that (i) Customer has
the sole discretion whether to provide electricity service
to its customers, (ii) Customer has the sole discretion
and authority to disconnect electricity service, and (iii)
Customer shall not rely upon Exceleron to determine
whether to connect or disconnect electricity service.
Accordingly, CUSTOMER WILL, AT ITS EXPENSE,
DEFEND, INDEMNIFY AND HOLD EXCELERON
HARMLESS FROM AND AGAINST ALL CLAIMS,
LOSSES AND DAMAGES, INCLUDING DEATH,
RELATED TO OR ARISING OUT OF AN ALLEGATION
BROUGHT AGAINST EXCELERON ARISING OUT OF
OR RELATED TO THE MYUSAGE SOFTWARE, THE
SYSTEM OR THIS AGREEMENT (INCLUDING
WITHOUT LIMITATION, ANY CLAIMS AS A RESULT
OF A BREACH BY CUSTOMER OF THIS
AGREEMENT OR ANY OTHER AGREEMENTS AND
ANY CLAIMS BY CUSTOMER'S CUSTOMERS WITH
RESPECT TO CUSTOMER'S ELECTRIC SERVICE
PROVIDER OBLIGATIONS), REGARDLESS OF ANY
NEGLIGENCE OR ALLEGED NEGLIGENCE OF
EXCELERON EXCEPT TO THE EXTENT
PROXIMATELY CAUSED BY THE GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
EXCELERON. Exceleron shall give such assistance
and information as Customer may reasonably require to
oppose such claims.
INDEMNIFICATION BY CUSTOMER: To the extent
allowed by law and without waiving any rights, defenses,
or immunities provided to it by the Texas Tort Claims Act
or other applicable law including, without limitation, the
defense of governmental or immunity, the Customer
hereby agrees to defend and indemnify Exceleron and it
affiliates, shareholder or other interest holders,
managers, officers, directors, employees, agents,
representatives and successors, permitted assignees
and all persons acting by, through, under or in concert
with them, or any of them against, and to protect, save
and keep harmless the Exceleron parties from, and to
pay on behalf of or reimburse the Exceleron parties as
and when incurred for, any and all losses which may be
imposed on or incurred by any Exceleron Party arising
out of or in any way related to (a) any material
misrepresentation, inaccuracy or breach of any
covenant, warranty or representation of Customer
contained in this Agreement, (b) the negligence and/or
omissions of Customer, its employees, officers or agents
which result in death or bodily injury to any natural
person (including third parties) or any damage to any
real or tangible personal property (including the personal
property of third parties), except to the extent caused by
the willful misconduct of any Exceleron Party, (c) any
claim, action or demand not caused by Exceleron's
failure to perform its obligations under this Agreement, or
d) any claim, action or demand challenging the
Customer's use of the Exceleron System or any portion
thereof.
Indemnification Procedures. In the event any claim,
action or demand (a "Claim") in respect of which any
party hereto seeks indemnification from the other, the
party seeking indemnification (the "Indemnified Party")
shall give the party from whom indemnification is sought
the "Indemnifying Party") written notice of such Claim
promptly after the Indemnified Party first becomes aware
thereof; provided, however, that failure so to give such
notice shall not preclude indemnification with respect to
such Claim except to the extent of any additional or
increased Losses or other actual prejudice directly
caused by such failure. The Indemnifying Party shall
have the right to choose counsel to defend such Claim
subject to the approval of such counsel by the
Indemnified Party, which approval shall not be
unreasonably withheld, conditioned or delayed), and to
control, compromise and settle such Claim, and the
Indemnified Party shall have the right #o participate in the
defense at its sole expense; provided, however, the
Indemnified Party shall have the right to take over the
control of the defense or settlement of such Claim at any
time if the Indemnified Party irrevocably waives all rights
to indemnification from and by the Indemnifying Party.
The Indemnifying Party and the Indemnified Party shall
cooperate in the defense or settlement of any Claim, and
no party shall have the right enter into any settlement
agreement that materially affects the other party's
material rights or material interests without such party's
prior written consent, which consent will not be
unreasonably withheld or delayed.
9.3 At Customer's written request, Exceleron may
record certain customer support calls for quality
assurance purposes. Exceleron is solely responsible for
complying with all legal and regulatory requirements
related to the recording such calls, including but not
limited to obtaining any necessary waivers or providing
customers with the appropriate notifications.
In addition, Customer is responsible for notifying
Exceleron of any legal or regulatory requirements
associated with recording such calls. Customer will, at
its expense, defend, indemnify and hold Exceleron
harmless from and against all claims, losses, fines and
damages brought against Exceleron arising out of or
related to Exceleron's recording of customer support
calls.
s.a At Customer's written request and subject to any
regulatory restrictions, Exceleron will display Customer's
name on the "caller id" display for Customer's
Participating Members. Exceleron is solely responsible
for complying with all legal and regulatory requirements
related to the display of the caller id, including but not
limited to obtaining any necessary waivers or providing
customers with the appropriate notifications. In addition,
Customer will notify Exceleron of any known legal or
regulatory requirements associated with the display of
Customer's name on "caller id". Customer will, at its
expense, defend, indemnify and hold Exceleron
harmless from and against all claims, losses, fines and
damages brought against Exceleron arising out of or
related to Exceleron's display of Customer's name on
caller id.
o. Confidentiallnformation
10.1 During the term of this Agreement and for a
period of three (3) years thereafter, neither party shall
disclose to any third person, or use for itself in any way
for pecuniary gain, any Confidential Information learned
from the other party during the course of the negotiations
for this Agreement or during the Term of this Agreement.
Upon termination of this Agreement, each party shall
return to the other all tangible Confidential Information of
such party. Each party shall retain in confidence and not
disclose to any third party any Confidential Information
without the other party's express written consent, except
a) to its employees who are reasonably required to
have the Confidential Information, (b) to its agents,
representatives, attorneys and other professional
advisors that have a need to know such Confidential
Information, provided that such parties undertake in
writing (or are otherwise bound by rules of professional
conduct) to keep such information strictly confidential,
and (c) pursuant to, and to the extent of, a request or
order by any Governmental Authority, including laws
relating to public records.
In all instances, both parties agree that Customer is a
local government entity subject to compliance with
Texas Government Code 552, commonly known as the
Open Records AcY'. Both parties agree that records
generated by a government entity, including those
records held by the government entity's contractors may
not be confidential, and subjected to open records
requests for information. Exceleron agrees to ensure
that all records requested by Customer shall be
delivered to Customer, to effectively comply with Texas
statutory requirements.
10.2 Exceleron may list Customer's name in
Exceleron's materials and may otherwise inform third
parties that Customer is a customer that uses the
MyUsage Software and System.
10.3 In the event of actual or threatened breach of
the provisions of Section 10.1., the Disclosing Party may
have no adequate remedy at law and will be entitled to
seek immediate and injunctive and other equitable relief.
11. Assiqnment
11.1 Neither this Agreement nor any rights under this
Agreement may be assigned or otherwise transferred by
the Parties, without providing prior written notice to the
other Party. Subject to the foregoing, this Agreement will
be binding upon and will inure to the benefit of the
parties and their respective successors and permitted
assigns.
Nothing in this Agreement shall create, or be deemed to
create, a partnership, joint venture or the relationship of
principal and agent or employer and employee between
the pa ties. The relationship between the parties shall be
that of independent contractors, and nothing contained
in this Agreement shall create the relationship of
principal and agent or otherwise permit either party to
incur any debts or liabilities or obligations on behalf of
the other party (except as specifically provided herein).
12. Miscellaneous
12.1 Any notice required or permitted under the terms
of this Agreement or required by law must be in writing
and must be (a) delivered in person, (b) sent by first
class registered mail, or air mail, as appropriate, or
c) sent by overnight courier, in each case properly
posted and fully prepaid to the appropriate address set
forth herein. Either party may change its address for
notice by notice to the other party given in accordance
with this Section. Notices will be considered to have
been given at the time of actual delivery in person, three
3) business days after deposit in the mail as set forth
above, or one (1) day after delivery to an overnight
courier service.
Notices to Exceleron:
Exceleron Software
5440 Harvest Hill Road, Suite 233,
Dallas, TX 75230
Attn: Jeff Severs
Notices to City of Denton;
City of Denton, Texas
215 East McKinney Street
Denton, Texas 76201
Attn: George C. Campbell, City Manager
Ph#940-349-8200
12.2 WAIVER. Any waiver of the provisions of this
Agreement or of a party's rights or remedies under this
Agreement must be in writing to be effective. Failure,
neglect, or delay by a party to enforce the provisions of
this Agreement or its rights or remedies at any time, will
not be deemed to be a waiver of such party's rights
under this Agreement and will not in any way affect the
validity of the whole or any part of this Agreement or
prejudice such party's right to take subsequenf action.
12.3 COMPLIANCE WITH LAWS. If any term,
condition, or provision in this Agreement is found to be
invalid, unlawful or unenforceable to any extent, the
parties shall endeavor in good faith to agree to such
amendments that will preserve, as far as possible, the
intentions expressed in this Agreement. If the parties fail
to agree on such an amendment, such invalid term,
condition or provision will be severed from the remaining
terms, conditions and provisions, which will continue to
be valid and enforceable to the fullest extent permitted
by law.
12.4 ENTIRE AGREEMENT. This Agreement
contains the entire agreement of the parties with respect
to the subject matter of this Agreement and supersedes
all previous communications, representations,
understandings and agreements, either oral or written,
with respect to said subject matter.
12.6 CHANGES. This Agreement may not be
amended, except by a writing signed by both parties.
The Contractor shall notify the City of Denton, with a 30-
day notice, prior to any proposed change in the
requirements, specifications, or services provided
throughout the term of this contract. Notice of a change
shall be submitted in writing to
dentonpurchasing(a cityofdenton.com, with the contract
number in the subject line, for review. Requirements,
Specifications, or Services found to have changed
without the required written 30-day notification to the
City, shall be considered at the contractor's expense,
and shall be a cause for termination of the contract.
CHANGE ORDERS. The Customer may from time to
time request changes to the work required to be
performed or the addition of products or services to
those required pursuant to the terms of this Agreement
by providing written notice thereof to Exceleron, setting
forth in reasonable detail the proposed changes (a
Chanqe Order Notice"). Upon Exceleron's receipt of a
Change Order Notice, Exceleron shall deliver a written
statement describing the cost, if any (the "Chanpe Order
Proposal"). The Change Order Proposal shall include (i)
a detailed breakdown of the charge and schedule
effects, (ii) a description of any resulting changes to the
specifications and obligations of the parties, (iii) a
schedule for the delivery and other performance
obligations, and (iv) any other information relating to the
proposed changes reasonably requested by the
Customer. Following the Customer's receipt of the
Change Order Proposal, the parties shall negotiate in
good faith and agree to a plan and schedule for
implementation of the proposed changes, the time,
manner and amount of payment or price increases or
decreases, as the case may be, and any other matters
relating to the proposed changes. All Change Orders
shall be in compliance with the provisions of Texas
Local Government Code 252.048.
12.7 No exercise or enforcement by either party of
any right or remedy under this Agreement will preclude
the enforcement by such party of any other right or
remedy under this Agreement or that such party is
entitled by law to enforce.
12.8 This Agreement may be executed in
counterparts, each of which so executed will be deemed
to be an original and such counterparts together will
constitute one and the same agreement.
12.9 Except for the obligations to make payments
hereunder, each party shall be relieved of the obligations
hereunder to the extent that performance is delayed or
prevented by any cause beyond its reasonable control,
including, without limitation, acts of God, public enemies,
war, civil disorder, communications failures, failures of
third parties, fire, flood, explosion, labor disputes or
strikes or any acts or orders of any governmental
authority, failures or fluctuations in electrical power, heat,
light, air conditioning or telecommunications equipment.
12.10 All provisions of the Contract that impose
continuing obligations on the parties, including but not
limited to the warranty, indemnity, and confidentiality
obligations of the parties, shall survive the expiration or
termination of the Contract.
If any provision of this Agreement is held by any court or
other competent authority to be void or unenforceable in
whole or part, this Agreement shall continue to be valid
as to the other provisions thereof and the remainder of
the affected provision.
12.11 APPLICABLE LAW: This Agreement shall be
governed by and construed in accordance with the laws
of the State of Texas, without reference to its choice of
laws provisions. Exclusive venue for any dispute
between the parties arising out of or related to this
Agreement shall be with the state or federal courts in
a asDenton, Texas. Each party consents to the
jurisdiction of such courts in any dispute arising out of or
related to this Agreement.
12.12 FORCE MAJEURE. Neither party will be liable to
the other or be deemed to be in breach of this
Agreement for any failure or delay in rendering
performance arising out of causes beyond its reasonable
control and without its fault or negligence. Such causes
may include but are not limited to, acts of God or the
public enemy, terrorism, significant fires, floods,
earthquakes, epidemics, quarantine restrictions, strikes,
freight embargoes, or Governmental Authorities approval
delays which are not caused by any act or omission by
Exceleron, and unusually severe weather. The party
whose performance is affected agrees to notify the other
promptly of the existence and nature of any delay.
12.13. INSURANCE. During the Term, Exceleron shall
procure and maintain at Exceleron's sole cost and
expense the following insurance coverage with respect
to claims for injuries to persons or damages to property
which may arise from or in connection with the
performance of work or services pursuant to this
Agreement by Exceleron, and each of Exceleron's
subExcelerons, agents, representatives and employees:
Commercial General Liability Insurance.
Commercial General Liability Insurance with
coverage limits of not less than One Million
Dollars ($1,000,000) combined single limit per
occurrence for bodily injury and property
damage, Two Million Dollars ($2,000,000)
Products-Completed Operations Aggregate and
Two Million Dollars ($2,000,000) General
Aggregate;
Commercial Automobile Liability Insurance.
Commercial Automobile Liability Insurance with
coverage of not less than One Million Dollars
1,000,000) combined single limit per accident
for bodily injury or property damage, including
but not limited to coverage for all automobiles
owned, non-owned and hired by Exceleron;
Professional Liability (Errors and Omissions)
Insurance. Exceleron will use its commercial
best efforts to procure and maintain Professional
Liability (Errors and Omissions) Insurance with
coverage of not less than Two Million Dollars
2,000,000) each and every claim and in the
Aggregate; and
Workers' Compensation and Employer's Liability
Insurance. Workers' Compensation Insurance
with coverage of not less than that required by
the Labor Code of the State of (insert name),
and Employer's Liability Insurance with
coverage of not less than One Million Dollars
1,000,000) per occurrence.
With respect to the Commercial General Liability
Insurance the following additional provisions shall
apply:
The Customer Parties shall be named as
additional insured with respect to the
Commercial General Liability insurance; and
The insurance coverage procured by Exceleron
and described above shall be the primary
insurance with respect to the Customer Parties
in connection with this Agreement, and any
insurance or self-insurance maintained by any of
the Customer Parties shall be in excess, and not
in contribution to, such insurance; and
Any failure to compljr with the reporting
provisions of the various insurance policies
described above shall not affect the cowerage
provided to the Customer Parties, and such
insurance policies shall state the such insurance
coverage shall apply separately with respect to
each additional insured against whom any claim
is made or suit is brought, except with respect to
the limits set forth in such insurance policies.
With respect to the insurance described in the
foregoing Section of this Exhibit E, if any of the
Exceleron Parties are notified by any insurer that
any insurance coverage will be cancelled, Exceleron
shall immediately provide 30 days written notice
thereof to the Customer and shall take all necessary
actions to correct such cancellation in coverage
limits, and shall provide written notice to the
Customer of the date and nature of such correction.
If Exceleron, for any reason, fails to maintain the
insurance coverage required pursuant to this
Agreement, such failure shall be deemed a material
breach of this Agreement, and the Customer shall
have the right, but not the obligation and exercisable
in its sole discretion, to either (i) terminate this
Agreement and seek damages from Exceleron for
such breach, or (ii) purchase such required
insurance, and without further notice to Exceleron,
deduct from any amounts due to Exceleron pursuant
to this Agreement, any premium costs advance by
the Customer for such insurance. If the premium
costs advanced by the Customer for such insurance
exceed any amounts due to Exceleron pursuant to
this Agreement, Exceleron shall promptly remit such
excess amount to the Customer upon receipt of
written notice thereof.
Exceleron shall provide certificates of insurance
evidencing the insurance required pursuant to the terms
of this Agreement, which certificates shall be executed
by an authorized representative of the applicable insurer,
and which certificates shall be delivered to the Customer
prior to Exceleron commencing any work pursuant to the
terms of this Agreement.
12.14 ADDING NEW PRODUCTS OR SERVICES TO
THE CONTRACT AFTER AWARD.
Following the Contract award, ADDITIONAL services of
the same general category that could have been
encompassed in the award of this contract, and that are
not already on the contract, may be added. A formal
written request may be sent to successful Exceleron to
provide a proposal on the additional services and shall
submit proposal to Customer as instructed. All submitted
prices are subject to negotiation in accordance with
Texas Government Code 2254. Customer may accept or
reject the proposal, and may issue a separate solicitation
for the services requested, after rejecting some, or all, of
the proposal. The services covered under this provision
shall conform to the statement of work, specifications,
and requirements as outlined in the request. Contract
changes shall be made in accordance with Local
Government Code 252.048.
12.15 AUDIT RIGHTS. Each of parties hereto shall
have the right to audit to audit the books and records of
the other party hereto (the "Audited Party") solely for the
purpose of verifying the payments, if any, payable
pursuant to this Agreement. Any such audit shall be
conducted upon not less than forty-eight (48) hours' prior
notice to the Audited Party, at mutually convenient times
and during the Audited Party's normal business hours.
Except as otherwise provided in this Agreement, the cost
of any such audit shall be borne by the non-Audited
Party. In the event any such audit establishes any
underpayment of any payment payable by the Audited
Party to the non-Audited Party pursuant to this
Agreement, the Audited Party shall promptly pay the
amount of the shortfall, and in the event that any such
audit establishes that the Audited Party has underpaid
any payment by more than twenty five percent (25°/o) of
the amount of actually owing, the cost of such audit shall
be borne by the Audited Party. In the event any such
audit establishes any overpayment by the Audited Party
of any payment made pursuant to this Agreement, non-
Audited Party shall promptly refund to the Audited Party
the amount of the excess. [Need to discuss the need for
this section since the only charge is a per subscriber
charge and that is determined by the City of Denton]
12.16 RECORDS RETENTION: The Exceleron shall
retain all financial records, supporting documents,
statistical records, and any other records or books
relating to the performances called for in the Contract.
The Exceleron shall retain all such records for a period
of four (4) years after the expiration of the Contract, or
until Customer Attorney, Attorney General of Texas or
State Auditor's Office is satisfied that all audit and
litigation matters are resolved, whichever period is
longer. The Supplier shall grant access to all books,
records and documents pertinent to the Contract to
Customer, the Attorney General of Texas, the State
Auditor of Texas, and any federal governmental entity
that has authority to review records due to federal funds
being spent under the Contract.
12.17 GRATUITIES: Customer may, by written notice to
the Exceleron, cancel the Contract without liability if it is
determined by Customer that gratuities were offered or
given by the Exceleron or any agent or representative of
the Exceleron to any officer or employee of Customer
with a view toward securing the Contract or securing
favorable treatment with the respect to the awarding or
amending or the making of any determinations with
respect to the performing of such contract. In the event
the Contract is cancelled by Customer pursuant to this
provision, Customer shall be entitled, in addition to any
other rights and remedies, to recover or withhold the
amount of the cost incurred by the Exceleron in
providing such gratuities.
12.18. PROHIBITION AGAINST PERSONAL INTEREST
IN CONTRACTS: No officer, employee, independent
consultant, or elected official a.f . Customer who is
involved in the development, evaluation, or decision-
making process of the performance of any solicitation
shall have a financial interest, direct or indirect, in the
Contract resulting from that solicitation. Any willful
violation of this section shall constitute impropriety in
office, and any officer or employee guilty thereof shall be
subject to disciplinary action up to and including
dismissal. Any violation of this provision, with the
knowledge, expressed or implied, of the Exceleron shall
render the Contract voidable by Customer. The Supplier
shall complete and submit Customer's Conflict of
Interest Questionnaire.
12.19 NO WAIVER OF SOVEREIGN IMMUNITY: The
parties expressly agree that no provision of the Contract
is in any way intended to constitute a waiver by
Customer of any immunities from suit or from liability that
Customer may have by operation of law.
12.20 FORCE MAJEURE: Customer, any Customer,
and the Respondent shall not be responsible for
performance under the Contract should it be prevented
from performance by an act of war, order of legal
authority, act of God, or other unavoidable cause not
attributable to the fault or negligence of Customer. In the
event of an occurrence under this Section, the
Respondent will be excused from any further
performance or observance of the requirements so
affected for as long as such circumstances prevail and
the Respondent continues to use commercially
reasonable efforts to recommence performance or
observance whenever and to whatever extent possible
without delay. The Respondent shall immediately notify
Customer Procurement Manager by telephone (to be
confirmed in writing within five (5) calendar days of the
inception of such occurrence) and describe at a
reasonable level of detail the circumstances causing the
non-performance or delay in performance.
12.21 NON-WAIVER OF RIGHTS: Failure of a Pa ty to
require performance by another Party under the Contract
will not affect the right of such Party to require
performance in the future. No delay, failure, or waiver of
either Party's exercise or partial exercise of any right or
remedy under the Contract shall operate to limit, impair,
preclude, cancel, waive or otherwise affect such right or
remedy. A waiver by a Party of any breach of any term
of the Contract will not be construed as a waiver of any
continuing or succeeding breach.
12.22 RESPONDENT LIABILITY FOR DAMAGE TO
GOVERNMENT PROPERTY: The Respondent shall be
liable for all damages to government-owned, leased, or
occupied property and equipment caused by the
Respondent and its employees, agents, subExcelerons,
and suppliers, including any delivery or cartage
company, in connection with any performance pursuant
to the Contract. The Respondent shall notify Customer
Procurement Manager in writing of any such damage
within one (1) calendar day.
12.23 RIGHT TO INFORMATION: Customer reserves the
right to use any and all information presented in any
response to this solicitation, whether amended or not,
except as prohibited by law. Selection of rejection of the
submittal does not affect this right.
Attachment B
Specifications and Functionality
Introduction
A. Purpose
This Attachment defines specific functional and performance requirements of the MyUsage
Prepaid Software (also referred to as "MyUsage" herein). Any capitalized terms not defined
in this Attachment B shall have the meaning set forth in the Agreement.
B. Scope
MyUsage is a web-based system that provides customers with the necessary tools to offer
their customers and/or subscribers a prepaid alternative to traditional billing options.
Participating Subscribers will have the ability to prepay for electricity, monitor their
consumption, credit balance and receive notification of pending disconnections. Payments
will be posted to the System as they are made available by Customer. Daily usage charges
are calculated based on rates established and maintained by Customer. During the
enrollment process, Participating Subscribers will provide the Customer with contact
information to be used during the notification process.
General Description
A. Product Functions
Accounts will be created in MyUsage as Participating Subscribers are enrolled in Customer's
prepaid program. An initial payment (as determined by the Customer) will be posted to the
account and displayed as service credits. Usage is monitored daily and the calculated cost
for such usage is deducted from the Participating Subscriber's current balance. Participating
Subscriber's can keep abreast of their balance through receipt of notifications for which they
select the method and frequency during account creation. An order is created to disconnect
the service when the service credit balance reaches zero. If a payment is received prior to
the actual disconnection being completed, the order is automatically cancelled in MyUsage;
therefore, disconnection can be avoided provided the Customer utilizes the "Order Status"
feature of MyUsage as opposed to a disconnection process outside of MyUsage. If the
subscriber has already been disconnected, a reconnect order will be generated. Additional
fees or charges will also be applied when applicable such as disconnect charges or
reconnect charges. Participating Subscribers will have 7/24 access to their account via the
internet or an IVR.
B. User Capabilities and Objectives
1. Create new prepaid accounts
2. Post payments to accounts and display updated account balance
3. Determine unused credit and estimated number of days of unused service
4. Perform account maintenance (update contact information, address changes etc.)
5. Access pending disconnect and reconnect orders and view their status
6. Insert notes or events on accounts unless business practice dictates insertion of notes or
events into CIS only
Functional Requirements
A. Create a new account
1. Description: Customer's customer service representative, hereafter referred to as a
CSR, will enter a new subscriber name, address, location information and meter
information into MyUsage to establish a new account. Participating Subscriber account
information may already exist in current billing system. If access and connectivity is
possible, this information will be pre-populated.
B. Process a payment
1. Description: Payments posted to Customer's billing system will be collected on a
scheduled interval and posted to MyUsage electronically if access and connectivity to the
cooperative's billing system is possible. The CSR also has the ability to post subscriber
payments to MyUsage account. This may be accomplished manually and/or
automatically depending upon the cooperative's payment processing vendor(s) and
available integration. Payments posted in MyUsage will be reported to Customer's CIS
system.
C. Account Maintenance
1. Description:
a. The CSR is able to access a Participating Subscriber's record in MyUsage in a timely
manner and answer questions relative to information contained in MyUsage.
b. Participating Subscriber information is organized for quick access.
c. The account information page ailows the CSR to change specific subscriber
information (i.e. billing information, contact information etc.).
d. Billing and payment information, agent location information, order history and current
order statuses are available to the CSR for the desired Participating Subscriber.
e. Additional functionality such as payment processing, notes or events and agent
lookups are also available features of MyUsage.
D. Acquisition of Usage Data
1. Description: Usage data will be acquired from the Customer's AMR database. Access
to client side application to query the desired data and transmit such data to the
MyUsage application is required.
E. Calculate Usage Debits
1. Description: Usage charges will be calculated nightly as new usage is received and
inserted into MyUsage to debit the Participating Subscriber balance.
2. Monitoring: Each meter will be monitored to ensure that a usage record is received and
processed each night. Accounts for which usage was not received will be displayed in an
Exceptions Report. .
F. PCA (Power Charge Adjustment) True-up
1. Description: The PCA, which is used by the rating engine, will initially be entered as an
estimate and subsequently updated by Customer. Upon the actual PCA being made
available, the appropriate adjustment(s) and/or change(s) will be made. (This portion is
applicable only to those Customers utilizing PCA.)
G. Calculate taxes
1. Description: Applicable taxes will be calculated and applied to the Participating
Subscribers account.
H. Web Service Interface to Disconnect/Reconnect
1. Descripiion: Provide a process that will interface with remote disconnect/reconnect
collars if available.
a. A disconnection order will be generated based upon Participating Subscribers
account no longer being in good standing as defined by Customer. Disconnect orders
may be viewed through a dynamic orders list which provides easy access to
individual accounts. Depending upon the disconnection method utilized by
Customer, disconnections may occur automatically or manually. If an automatic
process is desired, this setting must be controlled by and deployed by ef
Exceleron, with assistance by the Customer.
b. A reconnection order will be generated based upon sufficient payment being applied
to Participating Subscribers account to bring account into good standing as
established by the cooperative. Reconnect orders may be viewed through a dynamic
orders list which provides easy access to individual accounts. Depending upon the
reconnection method utilized by the cooperative, reconnections may occur
automatically or manually. If an automatic process is desired, this setting must be
controlled by and deployed by e Exceleron, with assistance by the
Customer.
I. Create Notification Events
1. Description: A list of Participating Subscribers to be notified will be generated based on
defined criteria. This list will be used by the notification process to communicate with the
Participating Subscriber based upon the Participating Subscribers selection of inethod
and frequency or based upon the cooperative's mandate of specific notification types
and/or frequency.
J. Notification Server
1. Description: The MyUsage notification server permits Participating Subscribers to
receive selected notifications in the form designated and at the time designated.
Notification settings can be accessed both through MyUsage and MyUsage Prepaid.com
by CSRs and Participating Subscribers. Such notifications also trigger events on
individual accounts for tracking purposes. Notification methods available include
Interactive Voice Response (IVR), SMS text message, pager and email.
K. IVR Inbound Subscriber Services
1. Description: Subscribers will have the ability to call an access number to obtain
information pertaining to their usage and current balance. The ability to make a payment
via the IVR will also be provided.
L. Online Bill View (MyUsage Prepaid.com)
1. Description: Subscribers will have access to usage information to include current and
limited historical. Payment processing will also be permitted through online bill view
MyUsage Prepaid.com).
Interface Requirements
A. User Interface
1. GUI - User Service representatives access MyUsage with a web browser. No additional
software is required on the user's workstation.
a. All MyUsage functions are accessible via the Main Menu. Access requires a valid
user name and password and levels of access are restricted by various permission
levels.
b. Navigation is accomplished using standard links and drop down boxes.
B. Interactive Agent (IA)
1. Exceleron will make the Interactive Agent available to the cooperative via ftp.
2. Customer will ensure that the IA is properly installed on a computer that has
uninterrupted internet access.
3. Customer will ensure that the appropriate access to both the CIS and AMR database is
provided including a read only user-id and password and that all necessary network
connections are available.
C. MyUsage.com
1. Exceleron will provide all Participating Subscribers internet access to MyUsage.com.
2. Access to MyUsage.com requires a user name and password that is established during
account setup in MyUsage.
3. Customer will have the ability to disable individual account access via the MyUsage
interface.