Ordinance No. 10,776ORDINANCE NO. 10,776
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A CONNECT-CTY AGREEMENT WITH NTI GROUP, INC., FOR
TELEPHONE/TEXT MESSAGING SERVICES TO PROVIDE A MEANS TO
COMMUNICATE WITH RESIDENTS AND BUSINESSES WITHIN THE CITY;
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT OF
SIXTY-SEVEN THOUSAND NINE HUNDRED NINETY-SEVEN AND NO/100
DOLLARS (567,997.00); MAKING OTHER PROVISIONS RELATED THERETO;
AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute a Connect-CTY Agreement with NTI Group, Inc., for telephone/text
messaging services to provide a means to communicate with residents and businesses within the City. A
copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and
purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to NTI Group,
Inc., in an amount of SIXTY-SEVEN THOUSAND NINE HUNDRED NINETY-SEVEN AND NO/100
DOLLARS ($67,997.00) in accordance with the Agreement authorized in Section 1 hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease
or an increase in costs by TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) or less,
provided that the amount authorized in Section 2 hereof may not be increased by more than twenty-five
percent (25%).
Section 4: This ordinance shall take effect immediately from and after its passage by the
City Council of the City nj" Bay town=
INTRODUCED, MAD and PASSED by the affirmative y6l\ of thejCity Council of the City of
Baytown thjs-theJ 3lh3uy of December, 200%
STEPHEN H. DONCARLOS, Mayor)
5(ODY, City Clerk
APPROVED AS TO FORM:
ACIO RAMIREZ, SR., Ci yVdtorney
tveobsrv I \lcgal\Karen\Filev.("iiy Council\Orilinances\2007M)cccinber 13kNTKintupOrdinance.doc
NT`I�
The NTI Group Connect-CTY AGREEMENT
EIN#20-0597724
This Connect-CTY Agreement("CTY Agreement")dated December 14 , 2007, is entered into by and between the
City of Baytown in the State of Texas (the, "Client") and The NTI Group, Inc., a Delaware corporation ("NTI" or
"Company").
WHEREAS, the Client wishes to subscribe to the Connect-CTY service(the, "CTY Service")provided by NTI, in order to
send messages to households, businesses, and certain other constituents within the Client's jurisdiction (each, a
"Recipient").
AND WHEREAS, the Client's subscription to the CTY Service is made through the Houston-Galveston Area Council ("H-
GAC")and is subject to the terms and conditions set forth in this CTY Agreement.
NOW THEREFORE, for other good and valuable consideration, the adequacy and sufficiency of which is hereby
acknowledged,the parties agree as follows:
1. CTY Service. The CTY Service will include the following features:
a. Unlimited Messaging_ Unlimited any-time messages throughout the Term, enabling the Client to
communicate with residents and businesses within its jurisdiction.
b. Database. NTI will provide the Client with one (1) phone number per physical address to the extent that
such numbers are available("NTI Data").The Client may provide up to two(2)phone numbers and two(2)
email addresses per Recipient(the "Client Data"),provided, that, for business Recipients, the secondary
phone numbers must not tie up more than one phone line of a multi-line business. The Client Data,the NTI
Data, and the data input by individuals via the CTY Web Portal, may hereinafter be collectively referred to
as the "Recipient Data". NTI may add new features and functionality from time-to-time to enhance or
improve the existing functionality of the CTY Service.
c. Training,Customer Support,Maintenance.Onsite training scheduled at a mutually agreed upon time by
the parties to educate all Users on how to send messages, receive reports, and other aspects of the
operation of the CTY Service. NTI will also provide the Client with unlimited maintenance and support
(client care and technical support),on a twenty-four(24)hour, seven(7)days a week basis, throughout the
life time of the CTY Agreement. The Client will designate qualified personnel to act as liaisons between the
Client and NTI respecting technical, administrative and content matters,and providing accurate and current
contact information.
d. Geographic information System(GIS)Mapping.A geo-based mapping system that allows a Client-user
to create specific caH lists for certain areas of the Client's jurisdiction using criteria such as radius, street,
zip code.
e. Messaging Features, Multiple delivery methods via both voice and text, to landline phones, cell phones,
e-mail, PDA devices, pager, and TTY/TDD devices. SMS, detailed message reporting, multi-lingual
messaging,and interactive polling.
Remote Launching Capability.Access and use of the CTY Service from anywhere in the U.S. via an
Internet connection and/or a phone.
g. CTY Web Portal.A Web interface that enables residents and businesses to update or add to their contact
(telephone and email address) information electronically at no charge ("CTY Web Portal"). In the event
that the Client chooses to utilize the CTY Web Portal, the Client agrees to comply with the supplemental
terms contained in Image License and Linking Agreement ("CTY ILAL Agreement'), which is attached
hereto and incorporated herein by reference,as Exhibit
2. Term;Termination.The Client will utilize the CTY Service during the period commencing on the later of(i)the date
on which this CTY Agreement is executed in full, or (ii) Dec. 14 , 2007 ("Effective Date"), and ending on
December L42010 (the,"Term"). Notwithstanding the foregoing,if Client inputs any information or other data into
NTI's systems prior to the Effective Date in order to prepare for the commencement of the Service and/or sends any
messages prior to the Effective Date,Client expressly accepts that the terms and conditions of this CTY Agreement
will also apply during that earlier period.
a. Termination for Convenience.The Client can terminate the CTY Agreement for convenience on the one
year anniversary of the Effective Date, and each one year anniversary thereafter, by giving NTI at least
thirty(30)days prior written notice to terminate.
b Termination With Caugg, Either party may terminate this CTY Agreement in the event of a breach by the
other party, which breach remains uncured for thirty (30) days following written notice to the breaching
party. In the event of a termination by Client for an uncured breach. Client will receive a refund of any
amounts paid but not utilized hereunder.
c-Effect of TormlnaHnn. Any termination of this CTY Agreement will not affect any rights or liabilities of
either party that accrued prior to such termination. Provisions of this CTY Agreement which either
expressly or by their nature contemplate continued performance or application following the Term will
survive (he expiration or termination for any reason of this CTY Agreement.
CTY Service Fe«. In consideration for use of the CTY Service during the Term, the Client will pay NTI an annual
fee in the amount of sixty-seven thousand nine hundred and ninety-seven dollars ($67 997) per year The Service
Fee is invoiced annually and payable thirty (30) days after receipt by the Client of such invoice. Upon the Client's
decision to contract with NTI for the CTY Service, the Client agrees to issue a purchase order ("PO") to NTI
referencing H-GAC. An invoice for the first year will be sent out upon NTI's receipt of a signed CTY Agreement and
Representations and Obligations.
a Authority to Bind. Client and NTI each represent and warrant that the person signing this CTY Agreement
on their behalf is authorized to do so. and upon such execution, this CTY Agreement is the legal obliqation of each party a a
b Privacy. The Client agrees to comply with the then current Acceptable Use Policy and Privacy Policy
(collectively, the "Policio»"> (which can be found at the NTI Website located at www.ntiorourj.com ("NTI
Website"), as amended from time to time In the event of an express conflict between the terms of the
Policies and the terms of this CTY Agreement, the terms of this CTY Agreement will prevail. The Client will
be notified by means of an email to the Client contact if specified on the signatory page, and/or a written
announcement on the home page and member sign-in page on the NTI Website if there are any changes
to the Policies. NTI does not rent, trade, or sell data to third parties, and will only disclose information as
necessary to comply with applicable laws and government orders or to operate or maintain the CTY
Service
c Compliance wlft Laws.. Each party will seek to comply with all relevant laws and regulations in the
conduct of its actions regarding the subject-matter of this CTY Agreement and the use of the CTY Service
The Client represents that it and its representatives ("Users") will use the CTY Service only for lawful
purposes and in compliance with privacy laws and this CTY Agreement, including the Policies.
SpHrifri All passwords and user names (collectively, "Account Information"! provided by NTI are
deemed Confidential Inhumation. The Client is responsible for (i) knowing who has access to its
applications and servers; (ii) keeping track of login accounts: (iii) Client-side security with respect to
Account Information; and (iv) for activities that occur under its account The Client will provide Users and
other staff with appropriate notice of the terms and conditions under which access to the CTY Service is
granted. The Client agrees to (i) as soon as is reasonably practicable, notify NTI of any unauthorized use
of Account Information or breach of security pertaining to the CTY Service, and (ii) ensure that Users exit
from their accounts at the end of each session. NTI is responsible for implementing adequate security
precautions for matters under its direct control.
« Transmission of Messages: Data. Client will be responsible for the content of the messages transmitted
by Users using the CTY Service and agrees not to send communications to a Recipient who "opts-our i.e
who has indicated that he/she does not wish to receive a communication from the Client The Client will
only use the NTI Data to contact individuals pursuant to the use of the CTY Service and is prohibited from downloading or making copies of NTI Data. Any search and on-screen display functionality is restricted to
resolving incidents or assisting an individual or business entity inquiring about the use of its information
pursuant to the CTY Service. The Client represents that it has the authority to acquire provide and use the Client Data. The Client acknowledges that NTI is not responsible for and does not give any assurance SL?!?ntl any Usefl or any ottier P®150" or enttV *■•" resPect t0 validtty or accuracy of data includinq the NTI Data and data input by any individuals on the CTY Web Portal. NTI shall provide the NTI Data in
accordance with generally accepted professional standard.
f. Confidentiality. NTI will maintain the confidentiality of the Client Data with the same degree of care that it
uses to protect its own confidential information, but in no event less than a reasonable degree of care
unless disclosure is mandated by law. The Client will maintain the confidentiality of NTI Data the CTY STS'ilS0?11 lnformation-u"r Guide. materials identified as confidential, and the member pages of the NTI Website (collectfvery. "Confldanttal Infonnaiwi u*h the same degree of care that it uses to
protect its own confidential information, but in no event less than a reasonable degree of care provided
however, that, the Client may disclose Confidential Information to the extent required by law or in response to a public information request under Texas Law. it is expressly understood and agreed that should Client receive a public information request for Confidential Information, the Client shall notify NTI within three %ZZ£ T I1"6, £7 ^ ^ T te reSP°n8lble fOr Presentin9 af9uments to *• Texas Att0^ General as to why it believes such information should not be disclosed. The Client shall abide by the decision of the Attorney General. In the event that disclosure is mandated, each party agrees to provide
notice to the other prior to such disclosure together with a list and copies of. all documents that will be
disclosed. The Client agrees to limit access to the Confidential Information to those of its personnel with a
legitimate need for access.
5. Warranty. NTI represents and warrants that the CTY Service will perform in a commercially reasonable and
professional manner and will conform to the description of the service as described in Section 1. The Client accepts
that the CTY Service is not intended to replace notification to First Responder services (such as for example
purposes only. 911, fire, police, emergency medical, and public health), which should have already been notified and
deployed. Moreover, the Client accepts that the CTY Service is not designed for use in any situation where failure of
the CTY Service could lead to death, personal injury, or damage to property. NTI will use commercially reasonable
efforts to assure that the CTY Service remains available for access by Client twenty-four (24) hours per day seven
(7)days per week, three hundred sixty-five (365) days per year, excluding scheduled maintenance. In the event the
CTY Service experiences unscheduled unavailability. NTI will take all actions reasonably necessary to determine the
source of the problem. If the source of the problem is outside of the control of NTI, then NTI will use commercially
reasonable efforts to notify the party/parties responsible and cooperate with the party/parties to resolve such
problem as soon as possible. If the source of the problem is within the control of NTI. NTI will use best efforts to
resolve the problem within eight (8) hours of determining its source. In the event that the CTY Service fails to comply
with the above warranty, the Client shall promptly inform NTI of such fact, and NTI. upon receipt of such notice and
at its expense, will use commercially reasonable efforts to correct any verifiable errors (by repair replacement or re-
performance) so that the CTY Service complies with such warranty as soon as possible, but not more than thirty (30)
days after written notice from the Client ("Cure Period"). In the event that such repair or replacement cannot be
done within the Cure Period, then the Client, at its sole option, may either: (i) extend the time for NTI to correct such
breach, if correction is commercially reasonable: or (ii) terminate the CTY Agreement, in which case in addition to
any other right or remedy the Client may have. NTI shall refund to the Client the prorated sum of monies paid but not
utilized hereunder. NTI agrees that should CTY Service be down for any period over eight consecutive hours the
Client will receive a pro rata refund for the entire period in which CTY Service is down
a. NTI will have no obligation with respect to the foregoing limited warranty to the extent the error or
noncomptiance was caused, in whole or in part, by the negligence or improper use of the CTY Service by
the Client or a third party, or a breach by the Client of its obligations under this CTY Agreement. Nor will
NTI be responsible for delays, errors, failures to perform, interruptions or disruptions in the services
contemplated under this CTY Agreement caused by or resulting from any act, omission or condition beyond
NTI s reasonable control, whether or not foreseeable or identified, including without limitation, the loss of. or
improper access to Recipient Data, unauthorized access or interception of such data, transmission errors
or corruption or security of information carried over telecommunication lines, failure of digital transmission
links, hostile network attacks or network congestion, or acts of God, strikes, lockouts, riots acts of war
governmental regulations, shortage of equipment, materials or supplies, fire, power failure earthquakes
severe weather, floods or other natural disaster or the Client's, a User's or any third party's applications'
hardware, software or communications equipment or facilities.
0 Except as expressly slated otherwise In this CTY Agreement, the CTY Service is provided "AS IS"
with no guarantee that It Is error free, will perform or be uninterrupted, or that defects can or will be
corrected. Except as provided herelnabovs, NTI makes no warranties, express or Implied with
respect to the CTY Service, Including without limitation, In connection with third party applications
and NTI specifically disclaims all other warranties regarding the CTY Service including any implied
warranties of merchantability or fitness for a particular purpose, or any warranties arising from a
course of dealing, course of performance, usage of the trade or trade practice.
6 Limitation of Liability. If the Client suffers damages arising from or relating the CTY Service and a court of
competent jurisdiction determines that NTIs conduct was a proximate cause of such damages, then NTI's aggregate
liability to the Client will be as follows: (a) For intentional or willful misconduct on the part of NTI NTI's liability will not be Itmiled. (b) For all other misconduct. NTI's aggregate liability will be limited to the lesser of (i) actual direct
damages or (..) three (3) times the total fees paid by the Client to NTI under this CTY Agreement The existence of
multiple claims will not enlarge the limits. In no event will NTI. its officers, or employees be liable for any indirect
punitive, reliance, special, consequential, or other damages of any kind or nature whatsoever suffered by the Client
or any third party arising out of this CTY Agreement or the transactions contemplated hereby, even if NTI has been
advised of the possibdit.es of such damages or should have foreseen such damages The Client agrees that the fees, limitations of liability and remedies reflect the allocation of risk between the parties, and that this Section is an essential element of the basis of the bargain and that in its absence, the economic terms herein would be
substantially different.
7 l!"U^IIC! NT' 8ha"' at ltS Own Cosl and exPflnsa-o01*1"1 «""* maintain workers compensation, general liability disability benefits, and employers practice liability insurance throughout the duration of this Agreement Certificates evidencing such insurance shall be filed with Client upon execution of this Agreement The certificates will contain
an endorsement stating the insurance company will endeavor to provide (30) days written notice of cancellation (10 days rf for nonpayment of premium) to the Client. All insurance coverage required hereunder shall be provided through earners with pesfs Key Ra.tinn. PttkiP ratings of A-VII or higher. The City of Baytown will be added aVan additional insured on the general liability policy u cu «, «n
Miscellaneous.
(a) Ownership. Client acknowledges and agrees that the Confidential Information and all other materials
pertaining to the use of the CTY Service are not purchased or developed with Client funds Accordingly
nothing in this CTY Agreement grants or transfers to the Client any ownership rights in the foregoing
matenals. Client is expressly prohibited from reproducing, modifying, duplicating, copying making
denvative works, publicly displaying, or otherwise exploiting, in whole or in part, the member pages of the
Confidential Information, without the express written permission of NTI's Legal Department
<b> Governing Law: AHomav Fees This CTY Agreement will be governed and interpreted in accordance with
Texas State Law.
<c> Wqiyer; S.everab(|jty. Failure by either party to enforce any provision of this CTY Agreement will not be
deemed a waiver of future enforcement. In the event that any provision of this CTY Agreement is invalid
under applicable law. the remainder of this CTY Agreement will continue in full force and effect In such a
case and subject to the last sentence of the preamble, the parties will replace the invalid provision with one
that, as much as possible, reflects the original intentions of the parties and is valid under applicable law.
(d) Relationship of Parties NTI is providing a service to Client as an independent contractor.
<e> No Third. Party peneficiarieq. No provisions of this CTY Agreement are intended or shall be construed to
confer upon or give to any person or entity other than NTI or Client, any rights, remedies or other benefits
under or by reason of this CTY Agreement
(f) Notices All notices under this CTY Agreement shall be in writing and shall be delivered by personal
delivery, nationally recognized overnight courier (e.g.. FedEx). confirmed facsimile transmission or by
certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery
upon receipt if delivered by overnight courier, upon acknowledgment of confirmed receipt of electronic
transmission, or three (3) days after deposit in the mail. Notices shall be sent to the Contacts for Notices at
the address set forth at the end of this CTY Agreement or such other address as either party may specify in
wniirty.
(g) Counterparts. The CTY Agreement may be executed in counterparts. A signature on a copy of this CTY
Agreement received by either party by facsimile is binding upon the other party as an original Both parties
agree that a photocopy of such facsimile may also be treated by the parties as a duplicate original.
(h) Force MqiWrc, NTI is not responsible for any delays, errors, failures to perform, interruptions or
disruptions caused by or resulting from any act. omission or condition beyond NTIs reasonable control
whether or not foreseeable or identified, including without limitation, acts of the Client or its Authorized
Users, acts of God. acts of war, governmental regulations, fire, power failure, earthquakes, severe weather
floods or other natural disaster, national or local traffic, or any third party's applications, hardware software
or communications equipment or facilities.
(■> Fgrlher Assurances. The parties shall at their own cost and expense execute and deliver such further
documents and instruments and shall take such other actions as may be reasonably required or
appropriate to evidence or carry out the intent and purposes of this CTY Agreement (I) Entire Agreement. This CTY Agreement together with Exhibit "A' and Schedule "A" attached hereto completely and exclusively states the agreement of the parties regarding its subject matter It supersedes'
and its terms govern, all prior or contemporaneous proposals, agreements or other communications
between the parties, oral or written, regarding its subject matter, and may be amended or supplemented
only by a subsequently dated writing that refers explicitly to this CTY Agreement and that is signed bv authorized representatives of both parties. " y
IN WITNESS WHEREOF, the parties have executed this CTY Agreement as of the Effective Date.
[SIGNATURE PAGE TO FOLLOW]
• $ .YTpN^
•
LIENT: CITY OF B NTI: THE NTI GROUP,INC.
'Authorized Signato
Print Name&Title: ris C. Brumback Authorized Signatory:
City Manager�City of Baytown
Address: City of Baytown Print Name&Title: Bruce Worman,CFO
2401 Market Street,Baytown,TX 77522
Address: The NTI Croup,Inc.
Contact for Notices: 15301 Ventura Blvd:,Building B,Suite 300
Garrison C.Brumback,City Manager Sherman Oaks,CA 91403
Tel: (281)420-6500 NTI Contact for Notices: Bruce Worman,CFO
Fax: Email:bwormanQntigroua.com
Email:citvmanater a1)bavtown.org Tel:(818)808-1716; Fax: (818)450-0425
Contract Processing Instructions
1. Fax a signed copy of the contract to(818)450-0425
2. If you have any questions,please contact:
Susan Kim,Contract Management
Tel:818-808-1725; Email:skims ntigrout.corn
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m
i
n
g
,
lay
e
r
i
n
g
or
oth
e
r
tec
h
n
i
q
u
e
s
no
w
kno
w
n
or
her
e
a
f
t
e
r
dev
e
l
o
p
e
d
tha
t
per
m
i
t
dis
p
l
a
y
of the
CT
Y
We
b
Por
t
a
l
wit
h
any
mat
e
r
i
a
l
s
pos
t
e
d
by
Cli
e
n
t
or
any
par
t
y
oth
e
r
tha
n
NTI
.
Cli
e
n
t
ma
y
not
all
o
w
the
Ima
g
o
to
be
lin
k
e
d
to
an
y
ot
h
e
r
we
b
sit
e
.
c
Cli
e
n
t
will
not
(i)
use
the
Ima
g
e
in
any
ma
n
n
e
r
not
per
m
i
t
t
e
d
her
e
u
n
d
e
r
,
(ii)
mod
i
f
y
(he
Ima
g
e
or
(iii)
in any
ma
n
n
e
r
cop
y
,
or
cre
a
t
e
a der
i
v
a
t
i
v
e
wo
r
k
fro
m
,
the
"to
o
k
an
d
fee
l
"
of
the
Ima
g
e
.
NT
I
wil
l
ha
v
e
the
rig
h
t
to
rev
i
e
w
ail
use
s
of
the
Im
a
g
e
for
qua
l
i
t
y
con
t
r
o
l
pur
p
o
s
e
s
an
d
pro
p
e
r
com
p
l
i
a
n
c
e
wit
h
gui
d
e
l
i
n
e
s
,
as
the
y
ma
y
be
mod
i
f
i
e
d
fro
m
ton
e
to
tim
e
Cli
e
n
t
ack
n
o
w
l
e
d
g
e
s
tha
t
the
Im
a
g
e
and
the
goo
d
w
i
l
l
ass
o
c
i
a
t
e
d
the
r
e
w
i
t
h
are
val
u
a
b
l
e
pro
p
e
r
t
i
e
s
bel
o
n
g
i
n
g
to
NTI
and
tha
t
all
rig
h
t
s
the
r
e
t
o
are
and
sha
l
l
rem
a
i
n
the
sol
e
an
d
exc
l
u
s
i
v
e
pro
p
e
r
t
y
of
NTI
.
Cli
e
n
t
agr
e
e
s
tha
t
it will
do
not
h
i
n
g
inc
o
n
s
i
s
t
e
n
t
wit
h
NTI
'
s
own
e
r
s
h
i
p
an
d
tha
t
all
us
e
s
of
the
sa
m
e
sha
l
l
inu
r
e
to
the
ben
e
f
i
t
of
an
d
be
en
beh
a
l
f
of
NTI
.
NTI
sha
l
l
at
all
tim
e
s
,
any
w
h
e
r
e
in the
wor
l
d
,
an
d
whe
t
h
e
r
or
not
in
com
p
e
t
i
t
i
o
n
wit
h
Cli
e
n
t
,
ha
v
e
the
rig
h
t
to
use
and
/
o
r
aut
h
o
r
i
z
e
the
use
of
the
Im
a
g
e
in any
wa
y
NTI
ma
y
des
i
r
e
.
NTI
res
e
r
v
e
s
the
rig
h
t
to
mod
i
f
y
per
m
i
s
s
i
o
n
to
use
the
Im
a
g
e
an
d
/
o
r
the
Lin
k
at
an
y
tim
e
.
B.
PR
E
S
E
N
T
A
T
I
O
N
.
Cli
e
n
t
'
s
use
of
t
h
e
Ima
g
e
sha
l
l
be
lim
i
t
e
d
to the
sty
l
e
and
for
m
a
t
of the
Ima
g
e
rep
r
e
s
e
n
t
e
d
in
Sch
e
d
u
l
e
*A"
Cli
e
n
t
agr
e
e
s
not
to
use
any
oth
e
r
tra
d
e
m
a
r
k
or
ser
v
i
c
e
mar
k
in con
n
e
c
t
i
o
n
wit
h
the
Ima
g
e
wit
h
o
u
t
the
pri
o
r
wri
t
t
e
n
ap
p
r
o
v
a
l
of
NT
I
.
C.
DA
T
A
.
The
Cli
e
n
t
ack
n
o
w
l
e
d
g
e
s
tha
t
NTI
is not
res
p
o
n
s
i
b
l
e
for
and
doe
s
not
giv
e
any
ass
u
r
a
n
c
e
to
Cli
e
n
t
wit
h
res
p
e
c
t
to
the
ac
c
u
r
a
c
y
of
da
t
a
inp
u
t
via
the
CT
Y
We
b
Por
t
a
l
.
D.
TE
R
M
I
N
A
T
I
O
N
.
The
ter
m
of
this
CT
Y
ILA
L
Agr
e
e
m
e
n
t
will
co
m
m
e
n
c
e
upo
n
on
the
dat
e
on
whi
c
h
the
CT
Y
Agr
e
e
m
e
n
t
is exe
c
u
t
e
d
in full
.
("E
f
f
e
c
t
i
v
e
Dat
e
"
V
and
will
con
t
i
n
u
e
unti
l
the
dat
e
of
ter
m
i
n
a
t
i
o
n
or
exp
i
r
a
t
i
o
n
of
the
CT
Y
Agr
e
e
m
e
n
t
(th
e
,
"Te
n
n
a
'
)
.
Up
o
n
ter
m
i
n
a
t
i
o
n
of
the
CT
Y
Agr
e
e
m
e
n
t
.
Cli
e
n
t
agr
e
e
s
to dis
c
o
n
t
i
n
u
e
imm
e
d
i
a
t
e
l
y
all
use
of
the
Ima
g
e
and
dis
a
b
l
e
any
em
b
e
d
d
e
d
lin
k
(
s
)
to the
CT
Y
We
b
Por
t
a
l
.
All
rig
h
t
s
in Ihe
Im
a
g
e
and
the
g
o
o
d
w
i
l
l
con
n
e
c
t
e
d
the
r
e
w
i
t
h
shal
l
rem
a
i
n
the
pro
p
e
r
t
y
of NTI
y
a
E.
WA
R
R
A
N
T
Y
.
NTI
rep
r
e
s
e
n
t
s
and
war
r
a
n
t
s
tha
t
it has
the
righ
t
to
gra
n
t
Cli
e
n
t
a lic
e
n
s
e
to
use
the
Ima
a
e
in
acc
o
r
d
a
n
c
e
wit
h
the
ter
m
s
of this
CT
Y
ILA
L
Agr
e
e
m
e
n
t
a
F.
DIS
C
L
A
I
M
E
R
.
EA
C
H
PA
R
T
Y
DIS
C
L
A
I
M
S
AN
Y
WA
R
R
A
N
T
I
E
S
TH
A
T
MA
Y
BE
EX
P
R
E
S
S
OR
IMP
L
I
E
D
BY
LA
W
5fA
^
R
D
I
N
G
™E
C0N
T
E
N
T
-
AVAI
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A
B
I
L
I
T
Y
OR
OPE
R
A
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I
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N
OF
EITH
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R
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Y
r
S
J
T
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INCL
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WA
R
R
A
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I
E
S
AG
A
I
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S
T
IN
F
R
I
N
G
E
M
E
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T
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D
WA
R
R
A
N
T
I
E
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ME
R
C
H
A
N
T
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B
I
L
I
T
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OR
FI
T
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S
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FO
R
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T
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C
U
L
A
R
PUR
P
O
S
E
.
IN NO
EVE
N
T
WIL
L
EIT
H
E
R
PAR
T
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BE LIAB
L
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FOR
DIR
E
C
T
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C
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f PEO
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^"
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E
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Q
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DAM
A
G
E
S
RELA
T
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D
TO THE
W&
O
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^
^
X
S
m
w
i
S
m
m
OR
OP
E
R
A
T
I
O
N
OF
EIT
H
E
R
PAR
T
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'
S
SIT
E
.
WI
T
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LIM
I
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FO
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CLI
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NTI
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BAS
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AN
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NTI
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