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Home My WebLink About20093005.tiffRESOLUTION RE: APPROVE AGREEMENT FOR SERVICES AND AUTHORIZE CHAIR TO SIGN - INTRADO, INC. WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Agreement for Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Regional Communications Center, and Intrado, Inc., commencing upon full execution, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Agreement for Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Regional Communications Center, and Intrado, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 16th day of November, A.D., 2009. ATTEST: Weld County Clerk to the B BY: A 41,0 Depu y Cler o the Board J APPROVED AS TO FORM: 0 y A rlky Date of signature: It Sean P. Conway EXCUSED BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO K/ liam F. G Chair as Rademacher, Pro-Tem Barbara Kirkmeyer EXCUSED David E. Long 2009-3005 CM0018 0 ; (�f l (c.� (c) 1-3/2) L'jC.i.)/c`1 intrado® AGREEMENT FOR SERVICES This Agreement for Services ("Agreement") is entered into by and between Intrado Inc. ("Intrado") and Weld County E911 Authority Board ("Customer") as o(,•, r-w''za42009, or if no such date is indicated, then as of the latest date signed below ("Effective Date"). This Agreement consists of these terms and conditions and any order, statement of work, exhibit, or similar document made under this Agreement (each, an "Attachment") describing the products or services Intrado agrees to provide to Customer ("Services"). Intrado and Customer are referred to herein as "Parties" or "Party". The term "Affiliate" has the meaning in Rule 405 of the Securities Act of 1933. 1 TERM. This Agreement will continue from the Effective Date until the expiration or termination of the latest -ending Attachment. 2 PAYMENT. 2.1 Customer will pay the fees described in Attachments. Except as specified in an Attachment, recurring fees will be billed monthly, and non -recurring fees will be billed within thirty (30) days of the Attachment effective date or (if applicable) completion of the delivery or milestone to which the non -recurring fees relate. Subject to Section 2.5 below, all invoices will be due and payable within thirty (30) days of invoice date. Any services requested by Customer and performed by Intrado before execution of an Attachment or outside the scope of the Attachment may be billed at Intrado's then -current hourly rate. 2.2 Customer will bear all applicable taxes, duties, and other government charges relating to the Services (including applicable interest and penalties), except taxes based on Intrado's income. Any claim of tax exemption must be supported by appropriate documentation. 2.3 Unless otherwise provided in an Attachment, within thirty (30) days after any early termination of an Attachment (except due to Intrado's default), Customer will pay for Services received as of the date of termination plus an amount equal to the monthly recurring fees times the remaining months in the term of the applicable Attachment. The "monthly recurring fees" will be equal to the average monthly fee invoiced to Customer in the six (6) months prior to the notice of termination. The Parties agree that Intrado has made pricing concessions based on such minimum fees and that any shortfall payment due under this paragraph is a fair approximation of Intrado's damages, not a penalty. These fees are in addition to any nonrecurring fees due under the terms of the Attachment. 2.4 If Customer fails to pay any invoice when due (other than as provided in Section 2.5), interest will accrue as of the date of delinquency at the lower of two percent (2%) per month or the highest rate permitted by applicable law. Upon each such delinquency, Intrado may provide one or more Default Notice(s) to Customer (see Section 7 below). If the delinquency is not cured within ten (10) days after delivery of the Default Notice, Intrado may, by so indicating in the Default Notice (a) suspend Services and charge a reconnection fee or deposit on any recommencement; and/or (b) amend the prices for the remaining term of the applicable Attachment. These remedies are in addition to any other remedies available to Intrado, and apply notwithstanding anything to the contrary in this Agreement or the Attachment(s). Customer will be responsible for all reasonable costs of collection (including attorney fees). 2.5 If Customer disputes an invoice in good faith, Customer may withhold only the disputed amount, not to exceed one month's recurring fees for the applicable Service. To object to any invoice, Customer must (a) notify Intrado within fifteen (15) days of any such invoice, specifying the nature of the dispute; and (b) pay any undisputed amounts as provided herein. Both Parties will in good faith investigate and attempt to promptly resolve any disputed invoices. 2.6 No set-off, deduction or cross-collateralization is permitted. Intrado may change credit or payment terms at any time when, in Intrado's opinion, Customer's financial condition, previous payment record, or the nature of Customer's relationship with Intrado so warrants. 3 CONFIDENTIALITY.: Except to the extent disclosures are required under applicable federal, state or local freedom of information laws or regulations ("Public Request"), the terms of Exhibit A (Confidentiality Terms) will apply to this Agreement. Upon any Public Request, Customer may disclose the applicable Confidential Information, but only to the extent required by applicable law or regulation, and Customer will give sufficient notice to Intrado to allow Intrado an opportunity to object or limit the scope of disclosure.] 4 LIMITED WARRANTY. 4.1 Intrado warrants that Services will be provided in a workmanlike manner in accordance with industry standards and by individuals with suitable skills and abilities. Except as provided in an Attachment, Services will be deemed accepted when performed. Intrado does not warrant products, equipment, hardware, or software not manufactured by Intrado, but will on request, assign to Customer any applicable third party warranties to the extent permitted by such third party. 4.2 EXCEPT AS STATED IN SECTION 4.1, INTRADO MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. INTRADO EXPRESSLY DENIES ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE SERVICES OR RELATED SYSTEMS WILL OPERATE UNINTERRUPTED OR ERROR -FREE. 4.3 Customer will provide information reasonably required or requested by Intrado to perform the Services, including as applicable: cell site specifications; Customer or third party databases; network architectures and diagrams; forecasts; current process performance statistics; interfaces and access to Customer or third party software, hardware, or systems; routing and network addresses and configurations; and key contacts for problem escalation (collectively "Customer Materials"). Customer warrants that (a) Customer is solely responsible for the content and rights to use the Customer Materials; (b) the Customer Materials will be accurate; and (c) Intrado's use of the Customer Materials will not violate the rights of any third party. 5 LIMITATION OF LJABILRY. 5.1 EXCEPT FOR THE PARTIES' INDEMNIFICATION AND PAYMENT OBLIGATIONS AND CLAIMS RELATING TO VIOLATIONS OF SECTION 6 OR 8, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOSS OF GOODWILL, DATA OR PROFITS, OR COST OF COVER. THE TOTAL LIABILITY OF INTRADO FOR ANY REASON WILL BE LIMITED TO THE AMOUNT PAID TO INTRADO BY CUSTOMER FOR THE APPLICABLE SERVICES IN THE SIX MONTHS PRECEDING THE DATE OF THE CLAIM. 5.2 THE FOREGOING LIMITS ON LIABILITY WILL APPLY WHETHER THE APPLICABLE CLAIM ARISES OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT PRODUCT LIABILITY, AND EVEN IF THE PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE OR FORESEEABLE. 5.3 NO CAUSE OR ACTION WHICH ACCRUED MORE THAN TWO (2) YEARS PRIOR TO THE FILING OF A SUIT MAY BE ASSERTED BY EITHER PARTY. 6 INDEMNIFICATION. 6.1 By Intrado. Intrado agrees to indemnify and hold harmless Customer from and against any and all third -party claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees and expenses (collectively, "Claims") for physical injury or death or damage to real property to 11/4/09 Page I 2009-3005 Intrado Agreement far Services the extent caused by Intrado's gross negligence or willful misconduct. 6.2 By Customer. Customer will indemnify, defend and hold Intrado, its Affiliates and their officers, directors, employees and agents harmless from any and all third -party Claims arising out of or resulting from (a) the Customer Materials or a breach of Section 4.3; (b) a claim relating to any product or service offered by Customer or any of its customers, except to the extent such claim is due to Intrado's gross negligence or willful misconduct; and/or (c) for physical injury or death or damage to real properly to the extent caused by Customers gross negligence or willful misconduct. 6.3 Procedures. The party claiming indemnification will (a) notify the indemnifying party of any claim in respect of which the indemnity may apply; (b) relinquish control of the defense and any settlement of the claim to the indemnifying party; and (c) provide the indemnifying party with all assistance reasonably requested in defense of the claim. A notification regarding alleged patent infringement must include a claim chart explaining how the Services infringe one or more of the asserted patent's or patents' claims; such claim chart, however, shall not be binding on either Parties' rights or remedies under this Agreement The indemnifying party will be entitled to settle any claim without the written consent of the indemnified party so long as such settlement only involves the payment of money by the indemnifying party and does not affect any rights of the indemnified party. The indemnified Party, at its own expense, may participate in the defense through its counsel. The indemnities herein will not apply to the negligence of the indemnified party. 6.4 Immunity. If applicable and to the extent not prohibited by applicable law, each Party will be entitled to not less than the same benefits and protections afforded by any law, regulation or other applicable rule which extends protections to the other Party in any form, including but not limited to governmental or other immunity, indemnification, or other protection\. Neither Party will object to or interfere with the assertion of such immunity by the other Party. 7 TERMINATION AND EXPIRATION. If either Party materially defaults in the performance of any material provision of any Attachment or this Agreement, and such default is not cured within (a) for any late payments, ten (10) days; or (b) for all other matters, thirty (30) days, after notice ("Default Notice") specifying in reasonable detail the nature of the default, then the non -defaulting Party may by further notice terminate for cause the Attachment or, if applicable, the Agreement and all Attachments. The cure period will extend for up to thirty (30) more days if Intrado continues to use good faith efforts to cure its default. 8 INTELLECTUAL PROPERTY. Intrado will have and retain full and exclusive ownership of all intellectual property rights associated with any design, data, specification, know-how, software, device, technique, algorithm, method, discovery or invention, whether or not reduced to practice, relating to any (a) Service, including any Intrado work product, (b) result of a Service, (c) Confidential Information; (d) joint development, and/or (e) enhancement or improvement to or derivative of any of the foregoing (collectively, including the intellectual property rights relating thereto "Intrado IP""). Customer receives a non-exclusive, non -transferable, terminable license to use the Intrado IP only as necessary for Customer to use the Services and subject to the terms of any applicable Attachment. Customer receives no other right, title or interest in or license to use any Intrado IP. Additionally, Customer will not disclose or allow access to Intrado IP, including without limitation, software and systems, by anyone other than Customer's employees and subcontractors who have a need to access the Intrado IP and who are bound by law or written agreement to comply with Customers duties under this Agreement. Customer will not directly or indirectly reverse engineer, decompile, disassemble or copy any Intrado IP. Customer will return all Intrado IP at the conclusion of the applicable Service. Customer will cooperate to take such actions reasonably requested to vest ownership of Intrado IP in Intrado. 9 ON -SITE SERVICES. Intrado personnel perform Services on Customer's premises. s. Custor+ well provide all appropriate facilities, access, furnishings, equipment. software, documentation, passwords, and data; (b) Customer vAl ::;mertain adequate security, safety, utilities, and environmental standards, consistent with industry standards and its regular practices; (c) while on Customer's premises, Intrado personnel will comply with Customers standard rules and regulations consistently applied and communicated to Intrado in advance; and (d) Customer will reimburse Intrado for its reasonable out-of-pocket expenses incurred in connection with the Services, including coach class travel, business class lodging, automobile rental, and meals. 10 INSURANCE. 10.1 Intrado and Customer will maintain during the term of this Agreement (a) Workers' Compensation insurance as prescribed by the law of the state in which the Services are performed; (b) employer's liability insurance with limits of at least $500,000 for each occurrence; (c) comprehensive automobile liability insurance if the use of motor vehicles is required, with limits of at least $1,000,000 combined single limit for bodily injury and property damage for each occurrence; (d) Commercial General Liability ("COLD insurance, including Blanket Contractual Liability and Broad Form Property Damage, with limits of at least $1,000,000 combined single limit for bodily injury and property damage for each occurrence; (e) Professional Liability or Errors and Omissions insurance in the amount of at least $1,000,000 for each occurrence; and (f) excess or umbrella liability at a limit of no less than $5,000,000 per occurrence and aggregate in excess of the underlying coverage required above. The CGL, employer liability, excess or umbrella liability, and automobile liability policies of each Party will designate the other Party and its officers, directors and employees as an Additional Insured. 10.2 On either Party's written request, the other Party will furnish certificates evidencing the foregoing insurance. Each Party will endeavor to notify the other in writing at least thirty (30) days prior to any cancellation or termination of its policy. 11 MISCELLANEOUS 11.1 Force Maieure. Neither party will be liable for delays and/or defaults in its performance (other than Customer's obligation to pay fees) due to causes beyond its reasonable control, including the following: acts of God; war, terrorism or the public enemy; fire or explosion; flood; stability or availability of the Internet; the elements; telecommunication system failures; technology attacks, epidemic; riots; embargoes; quarantine; viruses; changes in applicable laws, rules or regulations, strikes or lockouts; disputes with workmen or labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; or acts or requests of any governmental authority. 11.2 Notices. All notices required hereunder will be made in writing to the addresses below the signature line. Notices will be acceptable only if provided as follows, and will be deemed given (a) one day after deposit with an overnight courier, charges prepaid; (b) three days after mailing by first class, certified, or registered U.S. Mail, charges prepaid, return receipt requested; and (c) when delivered by hand with confirmed receipt. 11.3 Changes And Improvements. Intrado may enhance or otherwise modify Services and specifications, including in response to changes in laws, on reasonable notice to Customer. 11.4 Independent Contractors. The Parties are independent contractors, and nothing herein will be construed to any other effect. 11.5 Exclusivity. Except as specified in an Attachment, neither Party is bound by any exclusivity to the other under this Agreement. 11.6 No Third Party Beneficiaries. This Agreement benefits Customer and Intrado. There are no intended third party beneficiaries, including Customers customers. 11.7 Severability; No Waiver. To the extent any provision of this Agreement or any Attachment is invalid or unenforceable, it will be ineffective without affecting the remaining provisions. No course of /1/4/1)9 Page 2 ,P /ntrado Agreement for Services dealing or failure of a Party to en' :e any provision of this Agreement, or to exercise any right .,.nigation ...ration provided hereunder, will be deemed to amend this Ayieement or constitute a waiver of the same. 11.8 Interpretation. In this Agreement, "including" means "including, without limitation", and "days" refers to calendar days. This Agreement and each Attachment is the joint work product of Intrado and Customer; no inference may be drawn or rules of construction applied against either Party to interpret ambiguities. If any terms of this Agreement and an Attachment conflict, the terms of the Attachment will govern for that Attachment only. No preprinted or form terms on a purchase order will apply. 11.9 Assignment. This Agreement will be binding on the successors and assigns of both Parties, provided, however, that neither Party may transfer or assign this Agreement without the prior written consent of the other, not to be unreasonably withheld. However, Intrado may assign this Agreement to an Affiliate or to an acquirer of all or part of Intrado's business or assets without such consent. Any other assignment or transfer by either Party will be void and of no effect. 11.10 Governing Law; Venue. This Agreement will be governed by and construed under the laws of Nevada, without regard for its choice of law principles. 11.11 Remedies. Either Party will be entitled to immediate injunctive relief, without the posting of a bond or demonstration of irreparable harm, for breach of Section 3 or 8 above. Except as stated herein, the rights and remedies of each Party are in addition to any other rights or remedies available at law or in equity. 11.12 Laws, Regulations, Permits. Each Party represents that it has or will obtain all consents, licenses, permits and certificates required to receive or perform the Services and to do business in the United States. If Intrado reasonably believes that continued performance of the Services would cause Intrado or Customer to violate any law, statute, ordinance, court order or regulatory agency rules, Intrado may cease the applicable Service(s) to the extent reasonably required to correct or avoid the violation. 11.13 Advertising and Publicity. Except for materials already made public, neither Party will distribute any news releases, articles, brochures, speeches, or advertisements concerning this Agreement, nor use the other Party's name or trademarks (or any variation thereof), without the other Party's prior written consent, not to be unreasonably withheld or delayed. Intrado may, however, use Customer's name and trademarks in a list of customers, or in connection with written sales or promotional materials. 11.14 Survival. Sections 2, 3, 5, 6, 8 and 11 will survive the expiration or termination of this Agreement or any Attachment. 11.15 Entire Agreement. This Agreement, together with any Attachment(s), constitutes the Parties' entire understanding, and supersedes any prior written or oral agreements or understandings, related to the subject matter hereof. This Agreement may be executed in any number of counterparts and/or by facsimile or scanned electronic (e.g..pdf, .tif) copy, all of which taken together will constitute a single instrument. This Agreement or any Attachment may be modified only by a mutually executed amendment. This Agreement is not enforceable unless properly executed by both parties. Representing that it has full authority to enter into and perform under this Agreement, each of the Parties hereby executes and authorizes this Agreement as of the Effective Date. INTRADO INC. _r___k2_ Sig ature II ILF Printed Na and Title (l _ c7 ct Signature Date ATTEST: BOARD OF COUNTY COMMISSIO WE,D S OLORADO 'ham F. Garcia, Chair Signatur Da( e: 11/4/09 Page 3 426x9 -3c' lntrado Agreement for Sen'w EXHIBIT A Confidentiality Terms t. During the course of this Agreement, either Party may receive or have access to Confidential Information of the other. "Confidential Information" means any confidential information or data disclosed by a Party ("Disclosina Party') to the other Party ("Recipient") under or in contemplation of this Agreement, which (a) if in tangible form or other media that can be converted to readable form is clearly marked as Confidential, proprietary, or private when disclosed; or (b) if oral or visual, is identified as Confidential, proprietary, or private on disclosure. The terms "Disclosing Party" and "Recipient" include each Party's Affiliates that disclose or receive Confidential Information. Each Party will cause its Affiliates, employees, and employees of its Affiliates to comply with the obligations of this Exhibit A, and each Party agrees that it is responsible for the due compliance with this Exhibit A by each of such Affiliates and employees. Actions or omissions by a Party's Affiliate, employee, or an employee of its Affiliate, that if taken by said Party would constitute a breach of this Exhibit A, will be considered to be also actions or omissions of said Party and therefore a breach of this Agreement by said Party. The Recipient will and will cause its employees, Affiliates and employees of Affiliates to (i) use the Confidential Information only in connection with the Recipient's performance of its obligations or in exercising its rights under this Agreement; (ti) restrict disclosure of the Confidential Information to employees of the Recipient and its Affiliates with a "need to know" and not disclose it to any other person or entity without the prior written consent of the Disclosing Party; (iii) advise those employees and Affiliates who have access to the Confidential Information of their obligations with respect thereto; (iv) treat the Confidential Information with at least the same degree of care to avoid disclosure to any third party as is used by Recipient with respect to its own information of like importance which is to be kept secret; and (v) copy the Confidential Information only as necessary for those employees who are entitled to receive it and ensure that all confidentiality notices are reproduced in full on such copies. 2. For the purposes of this Exhibit A only, "employee" includes third parties retained by the Parties for temporary consultative, administrative, clerical, programming or related Services support. A "need to know" means that the employee reasonably requires the Confidential Information to perform his or her responsibilities in connection with this Agreement. 3. "Confidential Information" will not include, and the provisions of this Exhibit A will not apply to, any information that (a) is or becomes available to the public through no breach of this Agreement; (b) was known by the Recipient without any obligation to hold it in confidence; (c) is received from a third party free to disclose such information without restriction; (d) is independently developed by the Recipient without the use of Confidential Information of the Disclosing Party; or (e) is approved for release by written authorization of the Disclosing Party but only to the extent of such authorization. If Recipient is required by judicial or administrative action (e.g. subpoena, order), law or regulation to disclose Confidential Information of the Disclosing Party, Recipient may do so, but only to the extent so required. In such event, unless prevented by law or judicial order, Recipient will give sufficient notice to the Disclosing Party to allow the Disclosing Party an opportunity to obtain an appropriate protective order. 4. Confidential Information, including copies, will be deemed the property of the Disclosing Party. The Recipient will, within twenty (20) days of a written request by the Disclosing Party retum all Confidential Information (or any designated portion thereof), including all copies thereof, to the Disclosing Party or if so directed by the Disclosing Party, destroy such Confidential Information and any other materials (tangible and intangible) that contain, reflect, or are based on all or any part of the Disclosing Party's Confidential Information. 5. The terms of this Exhibit A will survive any termination or expiration of this Agreement for a period of five (5) years, except for any item of Confidential Information that is a trade secret, for which such obligations will survive for so long as such item remains a trade secret. 11/4/09 Page 4 Intrado A9-1-1 Target Notification Services Statement of Work for Statement eld County E911 Authority Board:. intrad 1Dry Drive . wont. CO 80503 494-5800 A9 -I -I Target Notification Service for t+ id Cour - E911 Authority Board Notice 2004-2009 Intrado Inc., Longmont. Colorado, USA - All rights reserved. Intrado, triangle beacon design, and the logo forms of the foregoing, are trademarks and/or service marks of Intrado Inc. in the United States, other countries, or both and may be registered therein. This documentation may not be altered, copied, distributed, published, displayed, or reproduced in whole or in part without Intrado's prior written consent. Any authorized copies hereof, in whole or in part, must contain the following statement: © 2004-2009 Intrado Inc. All rights reserved. Trademark Information All trademarks used herein are the property of their respective owners. It is the policy of Intrado to improve products and services as new technology, software, hardware, and firmware become available. Intrado, therefore, reserves the right to change specifications without prior notice. 11/5/2009 Intrado Confidential and Proprietary Page ii 4° 1-1 Target Notification Service for Weld County £911 Authority Board Table of Contents 1.0 INTRODUCTION 2.0 TERM OF SOW 3.0 KEY ASSUMPTIONS AND CUSTOMER RESPONSIBILITIES 4.0 A9-1-1 TARGET NOTIFICATION DESCRIPTION 4.1 Overview 4.2 Emergency Call Relay Center 1 2 2 2 5.0 A9-1-1 TARGET NOTIFICATION SUPPORT SERVICES 4 5.1 Project Management Support 5.1.1 Single Point of Contact 5.1.4 Deployment Schedule (if applicable) 5.2 Initial Data Preparation 5.2.1 Customer Area Telephone Number/Address Extract 5.3 Training 5.4 A9-1-1 Target Notification Telephone Number/Address Maintenance 5.4.1 Voice Message Maintenance 6.0 SYSTEM ACTIVATIONS 6.1 System Activation Initiation 6.2 Multiple Simultaneous A9-1-1 Target Notification System Activations 6.3 Duration of A9-1-1 Target Notification System Activations 6.4 Call Completion Rate 7.0 REPORTS 8.0 SYSTEM AVAILABILITY 9.0 AUTHORITY 4 4 4 4 4 4 4 5 5 5 5 5 5 6 6 6 11/5/2709 lntrado Confidential and Proprietary Page iii A9 -I -I Target Notification Service for Weld County E9I 1 Authority Board 10.0 ENTIRE AGREEMENT 6 APPENDIX B: DEFINITION OF TERMS 7 I 1/5/2009 Intrado Confidential and Proprietary Page iv A9 -I-1 Target Notification Service for Weld County E911 i-.hority R •:;n` Intrado Target Notification Services Statement of Work for A9-1-1 Target Notification Service 1.0 Introduction This Statement of Work ("SOW"), effective as of ("SOW Effective Date"), is an Attachment to the Agreement for Services between Intrado Inc. ("Intrado") and Weld County E911 Authority Board ("Customer'), dated as of r k, • t.("Agreement'). Intrado provides Emergency Notification Services as defined by 47 U.S.C. § 222(h)(6) under the name "Intrado Target Notification Services" as more fully described in this SOW ("Services"). Intrado and Customer are referred to herein individually as "Party" and collectively as "Parties". This SOW sets forth the responsibilities of Intrado and Customer for Customer's subscription to the Services. If terms conflict between this SOW and the Agreement, this SOW governs. Charges for the Service are specified on Appendix A attached to this SOW. The definitions in Appendix B will apply to this SOW. Capitalized terms not defined in this SOW have the meanings set forth in the Agreement. The following appendices are attached to this SOW: Appendix A: Fees Appendix B: Definitions This SOW describes the following elements of the A9-1.1 Target Notification service: • The service components managed and maintained by Intrado; • The support activities and/or deliverables; and • Specific roles and responsibilities of Intrado and Customer regarding the deployment and maintenance of the service 2.0 Term of SOW This SOW is effective upon the SOW Effective Date, and will continue for the period described in Appendix A ("SOW Initial Term"). Following the SOW Initial Term, this SOW will renew automatically for continuous one (1) year terms, (each, a "Renewal Term") unless terminated at the end of the Initial Term or a Renewal Term upon no less than ninety (90) calendar days advance written notification by the terminating Party. Intrado may terminate this SOW on no less than thirty (30) days' prior written notice to Customer, with no liability to Intrado or Customer, should Intrado cease to market or provide the Services as a continuing business. 3.0 Key Assumptions and Customer ResponsibilitIes • Customer uses the A9-1-1 Target Notification TN and address data to deliver information regarding emergency System Activations within the Customers Service Area. • Customer provides Intrado with the contact information for the individual (project manager) who is responsible for, and has the authority to make decisions relating to, the deployment of the A9-1-1 Target Notification service within the Customer Service Area. • Customer understands that A9-1-1 Target Notification service is a web -based service that requires certain minimum components to operate effectively. • Customer provides Intrado with the contact information for Customer's GIS contact who provides Intrado with street, community, and address range information. 11/5/2009 Intrado Confidential and Proprietary Page 1 A9 -I -I It ,a Notif: pion Service for Weld County E911 Authority Board • Customer obtains, or requests that Intrado obtain at Customer's expense, a TN/address database extract from Customer's designated E9-1-1 database management service provider. If E9-1-1 data is not available, at Customer's expense, Customer obtains or requests that Intrado obtain a commercially -managed TN and address directory database. • The service implementation activities for Customer cannot be initiated until the TN and address extract file is received by Intrado (including TN, service address, street name (including prefix, suffix and directional, community and state). • Customer satisfies minimum system requirements recommended by Intrado. • Customer responds to errors referred by Intrado in a timely manner by providing the appropriate street centerline information required for error resolution. • Intrado's ability to include unlisted and/or non -published TNs in the A9-1.1 Target Notification database is dependent upon the current regulatory environment and other applicable law; • Customer identifies to Intrado those individuals authorized to activate, administrate, and maintain the A9-1-1 Target Notification system. Customer notifies Intrado when the status of these individuals changes. • Customer assists Intrado in understanding Customer's methods, procedures, and organizational structure intended for deploying the A9-1.1 Target Notification service. 4.0 A9-1-1 Target Notification Description 4.1 Overview The Services will allow Customer to initiate and launch notification System Activations to a defined population for the purpose of delivering emergency information. Non-wireline voice notifications are limited to the TNs and other contact information provided to the A9-1-1 Target Notification Service by Customer. 4.2 Emergency Call Relay Center In addition to providing the ability for Customer to initiate and launch its own notification System Activations, Intrado's ECRC provides support to Customer during System Activation Initiation. The ECRC authenticates Customer information, handles system Activation Initiation calls, launches System Activations at the direction of Customer, and provides customer support. 4.3 Security Groups This new, optional feature provides customers with the ability to segment their A9-1-1 Target Notification database into multiple Security Groups. The functionality includes the following: • Each Security Group is a segregated instance within the overall Customer database provided by Intrado. Security Group users may only access his or her authorized group to perform tasks and edit data, and may not access other Security Group(s) within the overall Customer database. Only a "master administrative user may access all Security Groups. • Each Security Group may consist of an unlimited number of contacts. • Administrators assigned by Customer shall have access to all contacts at the Customer level and will be required to assign administrator access to a user for each Security Group. 11/5/2009 Intrado Confidential and Proprietary Page 2 A9-1-1 Target Notification Service for Weld County £911 Authority Board • The administrator for each Security Group will be authorized to assign additional administrators and users solely for the administrator's Security Group. • Events launched to contacts in a Security Group using the mapping feature will send notifications to all contacts in the geographic calling area chosen by the user. It will not limit notifications only to contacts within the users Security Group mapping view. Intrado will work with the Customer to determine the number and structure of the Security Groups prior to deployment of the Intrado Target Notification system. Fees for implementation of Security Groups will be charged as set forth in the Pricing section of this document. Activation of this optional feature will occur thirty days after Customer requests the Services in writing ("Security Group Notice"). Customer agrees to provide required Customer -specific information for the deployment of the Security Group functionality at the time of the Security Group Notice. 4.4 Optional Non-Wireline Notification Opt -In Registration Intrado will provide, as an optional feature, a website to be used for Residents in the Customer's service area to register their non-wireline telephone number(s) and corresponding fixed address(es) to receive geographic emergency notifications that impact their area (Opt -In Service). This webpage will be made available as a link from Customer's website. Data registered on this site will be sent through the geocoding process by Intrado, and if successfully geocoded, will be added to the Customer's Notification database. Opt -In registration data that does not successfully geocode will not be added to the Customer's Notification database and will be sent to Customer along with the monthly Target Notification error report. Customer is responsible for correcting the data and having the Resident reenter their information on the Opt -In Registration site. • The Opt -In Service will be used for registering VolP and Wireless telephone numbers and corresponding addresses, only. • The Opt -In Service will not make any changes to 9-1-1 wireline data if a Resident enters a wireline TN into the site. • The Opt -In Service will not validate the identity of persons using the site to register their TNs. • The Opt -In Service will not verify the accuracy of the TNs or corresponding addresses registered on the site. • The Opt -In Service site will not include the ability for Residents to unregister a TN that has already been registered. • All data entered into the Opt -In site is provided by the Resident. Intrado claims no responsibility for the accuracy of the data entered or the ability to use the data to launch emergency notifications if any part of the entered data is inaccurate or incomplete or the address is outside the Customer's service area. • Fees for Opt -In Services will be charged as set forth in Appendix A, attached hereto. Activation of this optional feature will occur thirty days after Customer requests the Services in writing ("Opt -in Notice"). Customer agrees to provide Customer's choice of the Standard or Custom Website, 11/5/2009 Intrado Confidential and Proprietary Page 3 A9 -I -I Target Notification Service for Weld County E911 Authority Board and required Customer -specific information for the deployment of the Website at the time of the Opt -in Notice. 5.0 A9-1-1 Target Notification Support Services 5.1 Project Management Support Intrado will identify a project manager authorized to act on behalf of Intrado with respect to Service deployment. Project managers meet on a periodic basis in order for the Parties to inform each other of the status of the Parties' respective tasks and responsibilities. 5.1.1 Single Point of Contact Each party will appoint a project manager to serve as the single point of contact regarding Services. 5.1.2 Deployment Schedule (If applicable) Intrado's project manager creates the Customer deployment schedule. As soon as reasonably possible, the Intrado and Customer project managers meet to determine mutually agreed upon milestone deliverables and deliverable dates. 5.2 Initial Data Preparation 5.2.1 Customer Area Telephone Number/Address Extract Customer requests and obtains, or requests that Intrado request and obtain, an initial extract of the data described in Section 3.0. 5.3 Training Customer's trainers are provided training on how to initiate and launch System Activations in support of the Customer's train -the —trainer program. Intrado will provide a maximum of one webcast training session of up to four (4) hours in duration, with a maximum of ten (10) attendees at no cost to Customer, as set forth in Appendix A. In addition, Customer is provided with A9-1-1 Target Notification customer documentation. All other training, both Onsite and Webcast, will be charged in accordance with Appendix A. 5.4 A9-1-1 Target Notification Telephone Number/Address Maintenance Intrado incorporates updated TN and address records into the A9-1-1 Target Notification Service databases, provided that such data is made available to Intrado by the Customer. Intrado attempts to Geocode the updated records, and if an updated record Geocodes successfully, the records are incorporated into the A9-1.1 Target Notification database so that such records are available for a System Activation. In order to support the on -going geocoding of new records, the A9-1-1 Target Notification Street Centerline File, as well as the street and community alias and translation tables, are updated and maintained. The on -going availability of TN and address records in the A9-1-1 Target Notification database for use during System Activations depends on whether new telephone/address records can be Geocoded and whether such records can be updated in the Street Centerline File, alias, and/or translation tables in a timely manner. Customer's ability to provide Intrado with the appropriate GIS and/or mapping resources determines whether or not these records can be included in the A9-1-1 Target Notification database. / 1/5/1009 Intrado Confidential and Proprietary Page 4 A9 -I -I Target Notification SA' .ce for µ'- County E911 Authority Board 5.4.1 Voice Message Maintenance Customer may create and manage Voice Messages. Customer may create and manage Text -to - Speech Messages via the web interface. Customer is solely responsible for the content and maintenance of its Voice Messages and Text -to -Speech Messages. 6.0 System Activations 6.1 System Activation Initiation Customers may initiate a System Activation by launching through the web application or contacting the ECRC via telephone. If a new mapping System Activation is launched through the ECRC, the user must identify three (3) or (4) geographic points to the ECRC which, when connected by straight lines, depict a polygon (e.g. a triangle or rectangle) ("Point Identification Method"). Customer acknowledges that the Point Identification Method may be inaccurate and/or unreliable and may require an extended period of time to implement. Therefore, Customer agrees that Intrado will not be responsible for any inaccuracies or errors in the interpretation of mapping boundaries or in the System Activation Launch arising from use of the Point Identification Method, and will indemnify and hold harmless Intrado, its officers, directors, employees, and agents from any and all claims, losses (including expenses), and damages arising out of or in connection with the Point Identification Method. 6.2 Multiple Simultaneous A9-1-1 Target Notification System Activations If multiple System Activations are initiated and launched simultaneously, the outbound calling capacity of the calling ports may be shared equally among the System Activations. 6.3 Duration of A9-1-1 Target Notification System Activations The duration of a System Activation is determined by several factors, including: • call recipient behavior • the number of TNs associated with the System Activation; • the length of the Voice Message; • the call strategy; • the number of System Activations in progress; • the length of the average call duration including ring time; and • the network throughput of the outbound calls. 6.4 Call Completion Rate Call completion rates for A9-1-1 Target Notification may vary based on a number of factors, including: • Number of call attempts and length of interval between call attempts • Length of Subscriber's answering machine recording • Duration of the recorded message plus repeat message option, if selected • Network congestion at the local telephone company end office, within the local telephone company network, and between telephone company networks • Call recipient behavior • Limited network paths into • Private Branch Exchange (PBX) systems, • Facilities based Centrex systems, and, • "Remote" central office systems. 11/52009 Intrado Confidential and Proprietary Page 5 A9 -I-1 Target Notification Service for Weld County E911 Authority Board 7.0 Reports Customer is provided system activity and System Activation reports through the web application. 8.0 System Availability A9-1-1 Target Notification, including Voice Message recording, web application, ECRC, and outbound calling platform, are available to Customer 24 hours per day, 365 days per year except during maintenance activities. 9.0 Authority Each Party represents to the other that (i) it has full authority to enter into and perform under this SOW; (ii) the person signing this SOW on its behalf is properly authorized; and (iii) it has read this SOW, understands it, and agrees to be bound by all of its terms, conditions, and provisions. 10.0 Entire Agreement This SOW shall not be enforceable unless duly executed by both Parties. This SOW, together with any Appendices hereto and the Agreement, constitutes the Parties' entire understanding related to the subject matter of this SOW and supersedes any prior written or oral agreements or understandings with regard to the subject matter of this SOW. IN WITNESS WHEREOF, the Parties hereto have caused this SOW to be executed by their duly authorized representatives. INTRADO INC. re Printed Name d Title —UG/ Signature Dale BOARD OF COUNTY COMMISSIONERS WELD �Otr�j, COLORADO William F. Garcia, Chair i m Signat e Dale: 11/52009 Intrado Confidential and Proprietary Page 6 cc9 - SoC, APPENDIX A: Fees and Payment Schedule for Citizen Notification Services for Weld County E911 Authority Board Term: 5 years Exclusivity: In consideration for the pricing stated below, Customer agrees that Intrado will have exclusive right to provide to Customer services similar or identical to the Services described herein. Pricing The standard price of Citizen Notification is made up of five components. • A One -Time Fee ("OTF) paid upon SOW Effective Date. • A Monthly Recurring Fee ("MRF"). o The MRF is invoiced on a monthly, per -TN record basis. A TN record is defined as the name, service address, and telephone address of each Telephone Subscriber listed in (a) the Citizen Notification geocoded database; or (b) the Hosted Data database. o MRFs are billed monthly, starting thirty (30) calendar days after the Customer data extract is loaded and Geocoded and the first Error Report is delivered to Customer. • A Usage Unit o 1 Usage Unit is defined as follows: 30 seconds of connected call time for inbound and outbound voice calling. OR 1 text message sent OR • 1 fax page sent NOTE: There is no charge for e-mail messages • A Subscriber Data Charge (optional). o Subscriber data charges apply to Intrado's acquisition of telephone subscriber records on Customer's behalf. These charges are due upon the SOW Effective Date, and may be revisited and adjusted annually on notice to Customer. o Customer may obtain telephone subscriber data without Intrado's assistance, which would eliminate this charge. 11-4-09 Inn -ado Confidential and Proprietary Page 1 Pricing Details Intrado reserves the right to rescind the pricing and the offer stated herein if the SOW is not signed and returned to Intrado 30 days from the date Customer receives this SOW. Pricing below is based on the following estimated number of TNs to be included in the Citizen Notification database: 88,000 TNs Service Description 1 Fees OTF Waived Number of Initial Usage Units Included at no additional charge: 440,000 $0 MRF per TN $0.025 Minimum MRF $2,200 Prepurchased 10,000 Usage Unit Packs, in excess of initial Usage Units $2,000.00 per Pack Non-prepurchased Usage Units $0.250 per Usage Unit Subscriber Data Fee NOTE: Data Fees are valid for one year and are subject to annual review. $0 If this SOW is terminated by Customer for any permitted reason under the SOW or the Agreement, Customer will pay as a termination fee and not as a penalty the MRF times the remaining months in the Term. PLEASE NOTE: Upon customer's written request, Intrado will bill for the full estimated SOW value within thirty (30) days of SOW signing. This amount will be determined by the Customer's telephone number (TN) count at time of billing, multiplied by the MRF per TN, multiplied by the number of months in the SOW term. Additional optional services selected by the Customer will be included as well. If the Customer exceeds the amount of Initial Usage Units included at no additional charge, Intrado will begin billing for the excess on a monthly basis, within thirty (30) days of the first instance of excess usage. Additional Prepurchased Usage Unit Packs are available as an alternative, and will be billed within thirty (30) days of ordering. Post Deployment Services and Pricing Deliverable Price T&M Rate Notes Onsite Customer $2,000 per day Customer site Training for up to two 4 requirements: Computer hour training workstations with Internet sessions, plus access and minimum travel expenses system requirements for all participants. Up to 10 attendees per class. Initial Remote FREE One webcast training Training via session of up to four (4) Webcast hours in duration, with a maximum of ten (10) attendees 11-4-09 intrudo Confidential and Proprietary Page 2 Additional Remote Training via Webcast $450 per session Up to 10 attendees for a 2 to 4 hour webcast. Professional Services $125.00/hr "Professional Services Fees may apply to any Customer request for Services not explicitly set forth in the SOW ("Out of Scope Services"). , Hosted Data Setup Charges $0.00 Intrado will load Hosted Data files for Customer at a T&M rate of $90.00/hr with one (1) hr. minimum. There is no charge if the customer sets up Call Lists without Intrado's assistance. Hosted Data are maintained by the Customer using the web interface. Customer may set up and store unlimited Hosted Data. Preplan Setup Charges $0.00 Intrado will load Preplan files or digitize hardcopy Preplans for Customer at a T&M rate of $90.00/hr with one (1) hr. minimum. There is no charge if the customer sets up Preplans without Intrado's assistance. Preplans are maintained by the Customer using the web interface. Customer may set up and store unlimited Preplans. Priority Geo-coding Services: (includes both Initial and Subsequent Geo-coding) $90/hr. Opt -In Registration — Standard Website Customer selected: O Waived OTF (a $1,000 value) All TNs registered on the Opt -In site will be charged the negotiated MRF rate. All Inbound and Outbound calling from/to Opt -In TNs will be subject to negotiated PCCF billable unit charges. The Standard Opt -In website will be branded with Intrado's logo and contain standard instruction and disclaimer language. Opt -In Registration — Customized Website Customer selected: ❑ $2,000 OTF (a $3,000 value)" All TNs registered on the Opt -In site will be charged the negotiated MRF rate. All Inbound and Outbound calling from/to Opt -In TNs will be subject to negotiated PCCF billable unit charges. The Customized Opt -In website will be branded with Customer's logo. Customer may modify instruction language, include a Customer contact TN, provide a link to Customer -provided FAQs and expand the disclaimer language. 11-4-09 lntrado Confidential and Proprielan' Page 3 Security Groups Waived OTF All unique TNs in Security Groups will be charged the negotiated MRF Intrado will provide segregated instance(s) (a $4,600 All Usage Units used for within the overall value) rate. messaging to/from Security Group TNs will be subject to negotiated customer database, known as Security Usage Unit charges. Groups. Users may only access his or her authorized group to perform tasks or edit data, and may not access other Security Group(s) within the overall customer database. Only a "master" administrative user may access all Security Groups. ** Opt -In OTF shall be invoiced upon receipt of the Opt -in Notice. 11-4-09 Intrado Confidential and Proprietary Page 4 A9 -I -I Target Notification Service for Weld County E9II Authority Board APPENDIX B: Definition of Terms Customer Service Area The geographic area served by Customer. ECAC Emergency Call Relay Center. Intrado's 24x7x365 operation responsible for assisting Customer with launching System Activations. Emergency Notification An "Emergency" is defined as a situation that poses an immediate, severe or likely threat to life, health or property. An "Emergency Notification" is a message using the Services relating to an emergency. End User A participating jurisdiction of Customer. Activation ID The unique system -generated identifier for all System Activation types. The Activation ID identifies the System Activation on all A9-1-1 Target Notification reports. Geocode The process of assigning a specific geographic location to TN and address data. GIS Geographic Information System. An automated mapping system that allows analysis and graphic display of geographic features and attributes information. Hosted Data A database of telephone numbers of city officials, emergency workers, or other personnel compiled by Customer or its participating jurisdictions. Preplanned System Activation A System Activation with standard and predetermined boundaries. Street Centerline File A GIS-based database that contains records that represent street names and addresses graphically. Street centerlines are imaginary lines drawn down the center of a street right-of-way with the street name and address attributes. Typically, a single record exists for a street between intersecting or cross streets. System Activation The commencement of outbound calling to communicate during an emergency (or non emergency) situation in which officials wish to provide information and/or instructions to a specific portion of the population and/or designated emergency personnel. System Activation Boundaries The geographic area of a System Activation. System Activation Initiation The process of communicating the specifics of a A9-1-1 Target Notification System Activation to lntrado via the ECRC. System Activation Initiation triggers System Activation. I 1/5/2009 Mirada Confidential and Proprietary Page 7 A9 -I -I Target Notification Service for Weld Cou. ✓ E911 4 •'hority Board Target Notification Suite of notification services that are offered by Intrado including A9-1-1 Target Notification and First Responder. TN Telephone Number. Voice Message An outbound notification message created by Customer for delivery during a System Activation. A Voice Message must be created before a System Activation can be initiated. I 1/5/2009 Intrado Confidential and Proprietary Page 8 Hello