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Home My WebLink About20203749.tiffRESOLUTION RE: APPROVE SERVICE ORDER FOR VIPER 9-1-1 PHONE SYSTEM AND MAINTENANCE SERVICES AND AUTHORIZE CHAIR TO SIGN - INTRADO LIFE AND SAFETY SOLUTIONS CORPORATION 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 a Service Order for Viper 9-1-1 Phone System and Maintenance Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Safety Communications, and Intrado Life and Safety Solutions Corporation, commencing upon full execution of signatures, with further terms and conditions being as stated in said service order, and WHEREAS, after review, the Board deems it advisable to approve said service order, 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 Service Order for Viper 9-1-1 Phone System and Maintenance Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Safety Communications, and Intrado Life and Safety Solutions Corporation, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said service order. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 16th day of December, A.D., 2020. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: datif44),eA Weld County Clerk to the Board BY: AP ounty t•rney Date of signature: 12/23/2.0 Mike Freeman, Chair Steve ; •reno, Pro-Tem Scott'' . James arbara Ki Kevin D. Ross CG.CP'l(►4W) 02/02/21 2020-3749 CM0027 /-ivrA.4-&c 4r40,56 BOCC STAFF USE Date Set: Time: BOARD OF COUNTY COMMISSIONERS WORK SESSION REQUEST Work Session Title: Annual Maintenance/Support for 9-1-1 Phone System Department/Office: Public Safety Communications Date: 12/8/2020 Person requesting work session: Mike Wallace Extension: 2890 Has your commissioner coordinator/BOCC chair approved the work session? Yes, Commissioner Coordinator X Yes, BOCC chair Recommended length of time needed for discussion: X 15 minutes 20 minutes 30 minutes other (list) : In addition to yourself and the board, please list who should attend: Don Warden Brief description of the issue: (please select one) Informational only _X Action needed Annual Maintenance & Support of the Viper 9-1-1 Phone System expired 11/6/2020 thru Century Link/Lumen. Since October 15th, we have been in a 9-1-1 System replacement with Century Link/Lumen, which is still ongoing. It is in the best interest of Weld County to contract direct with the manufacturer of the 9-1-1 phone system. The attached contract is for Maintenance/Support with Intrado, for $97,440 annually, which is a $17,628 reduction from the previous Century Link/Lumen contract($115,068). Options for the board: Approve — Intrado Maintenance/Support Contract for 9-1-1 Phone System Disapprove — Intrado contract, remain with Century Link/Lumen Recommendation to the board: Approve — contracting direct with Intrado for on -going maintenance and support of the Viper 9-1-1 Phone System. BOARD CHAIR USE Results/Outcomes: 2020-3749 /o2/, C(Y) 0 O 31 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Intrado Service Order 1. Information Customer Name Weld County, Board of County Commissioners Order Effective Date Latest date signed below. Initial Term • Commencing on Order Effective Date • Ending 12 months after Order Effective Date, with the option for four additional one-year renewal periods Renewal Terms Automatic annual renewal unless notice of termination is given by either party at least 90 days before expiration of the then -current term. Governing Agreement Intrado Call Handling Legal Terms dated September 16, 2020, as modified and attached hereto ("Exhibit B") and Intrado Call Handling CPE Standard Maintenance and Support Services ("MSS Terms") attached hereto ("Exhibit C") 2. Services Description Intrado Life & Safety Solutions Corp ("Intrado") will provide the services ("Services") at the prices described in the attached Quote #64437 v2 ("Exhibit A"). 3. Entire Agreement This Order is made under the Governing Agreement first referenced above. This Order, its Appendices, and referenced Service Guide(s), along with the Governing Agreement, constitute the parties' entire agreement and supersede any prior written or oral agreements related to its subject matter. The order of precedence for any conflicts is: (i) this Order; (ii) the Service Guide(s); and (iii) the Governing Agreement. This Order may be executed in counterparts, by facsimile or electronically, and is not enforceable unless executed by both parties. WELD COUNTY, BOARD OF COUNTY INTRADO LIFE & SAFETY SOLUTIONS CORP. COMMISSIONERS Authorized Signature Mike Freeman DocuSigned by: 1111 Name Typed or Printed BOCC Chair DEO 1 6 2020 Title Page 1 oraedkSignature Beth A. Meek Name Typed or Printed SVP Dec -01-2020 Date signed Title Date signed Intrado rpera_i,m III tght servect E0E,la Frrpro,,er Intrado Information to Insight �i/j DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Exhibit A Quote #64437 -See Attached - Page 1 c )OZO lntracio c, porato. 111-ignts EOE;daE plo,�r Intrado Information to Insight DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641 CDC4BC Intrado Maintenance Services for Weld County, CO (Direct Sale) Quote Number: 64437 Version: 2 November 24, 2020 The terms and conditions available at https://www.intrado.com/legal-privacv/terms/call-handling as of the date of this Quote will apply to this Quote, unless the parties have entered into a separate mutually executed agreement, or Customer is purchasing under a cooperative purchasing agreement. The terms of this Quote will govern any conflict with the above -mentioned terms, and Customer's issuance of a purchase order for any or all of the items described in this Quote will constitute acknowledgement and acceptance of such terms. No additional terms in Customer's purchase order will apply. DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Summary All Sites Item Cost Weld County Main Weld County active back-up center $54,810.00 $42,630.00 Total: $97,440.00 Year Year 1 Totals Systems Professional Recurring Maintenance Services Services Services $97,440.00 $97,440.00 Totals $97,440.00 $97,440.00 Copyright 2020 Intrado Life & Safety Solutions Corp 64437 v2- Weld County, CO Page 2 of 11 November 24, 2020 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Summary - Weld County Main Item Cost Maintenance $54,810.00 Total: $54,810.00 Year Systems Professional Recurring Maintenance Services Services Services Year 1 $54,810.00 Totals $54,810.00 Totals $54,810.00 $54,810.00 Copyright 2020 Intrado Life & Safety Solutions Corp 64437 v2- Weld County, CO Page 3 of 11 November 24, 2020 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Configuration Parameters - Weld County Main Site Configuration Total Positions Maintenance 18 On -Site Maintenance Hardware Protection Model# Description $47,250.00 $7,560.00 Qty List Price Selling Price Total On -Site Maintenance 950999/ONS1-3/1 On -Site Maint, (per position / per 18 year for 21+ positions) Year 1 Subtotal $47,250.00 Hardware Protection 950999/HPSA1/1 Hardware Protection Stand Alone 18 System - /Position Year 1 Subtotal $7,560.00 Total $54,810.00 Copyright 2020 Intrado Life & Safety Solutions Corp 64437 v2- Weld County, CO Page 4 of 11 November 24, 2020 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Optional Maintenance Services Model# Description Qty List Price Selling Price Total Price On -Site Maintenance On -Site Maintenance Year 2 95O999/ONS1-3/1 On -Site Maint, (per position / per 18 year for 21+ positions) Subtotal $48,195.00 On -Site Maintenance Year 3 950999/ONS1-3/1 On -Site Maint, (per position / per 18 year for 21+ positions) Subtotal $49,158.90 On -Site Maintenance Year 4 95O999/ONS1-3/1 On -Site Maint, (per position / per 18 year for 21+ positions) Subtotal $50,142.06 On -Site Maintenance Year 5 950999/ONS1-3/1 On -Site Maint, (per position / per 18 year for 21+ positions) Subtotal $51,144.84 Hardware Protection Hardware Protection Year 2 950999/HPSA1/1 Hardware Protection Stand Alone 18 System - /Position Subtotal $7,560.00 Hardware Protection Year 3 95O999/HPSA1/1 Hardware Protection Stand Alone 18 System - /Position Subtotal $7,711.20 Hardware Protection Year 4 95O999/HPSA1/1 Hardware Protection Stand Alone 18 System - /Position Subtotal $7,865.46 Hardware Protection Year 5 95O999/HPSA1/1 Hardware Protection Stand Alone 18 System - /Position Subtotal $8,022.78 Copyright 2020 Intrado Life & Safety Solutions Corp 64437 v2- Weld County, CO Page 5 of 11 November 24, 2020 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641 CDC4BC Summary - Weld County active back-up center Item Cost Maintenance $42,630.00 Total: $42,630.00 Year Systems Professional Recurring Maintenance Services Services Services Year 1 $42,630.00 Totals $42,630.00 Totals $42,630.00 $42,630.00 Copyright 2020 Intrado Life & Safety Solutions Corp 64437 v2- Weld County, CO Page 6 of 11 November 24, 2020 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641 CDC4BC Configuration Parameters - Weld County active back-up center Site Configuration Total Positions Maintenance 14 On -Site Maintenance Hardware Protection Model# Description $36,750.00 $5,880.00 Qty List Price Selling Price Total On -Site Maintenance 950999/ONS1-3/1 On -Site Maint, (per position / per 14 year for 21+ positions) Year 1 Subtotal $36,750.00 Hardware Protection 950999/HPSA1/1 Hardware Protection Stand Alone 14 System - /Position Year 1 Subtotal $5,880.00 Total $42,630.00 Copyright 2020 Intrado Life & Safety Solutions Corp 64437 v2- Weld County, CO Page 7 of 11 November 24, 2020 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Optional Maintenance Services Model# Description Qty List Price Selling Price Total Price On -Site Maintenance On -Site Maintenance Year 2 950999/ONS1-3/1 On -Site Maint, (per position / per 14 year for 21+ positions) Subtotal $37,485.00 On -Site Maintenance Year 3 950999/ONS1-3/1 On -Site Maint, (per position / per 14 year for 21+ positions) Subtotal $38,234.70 On -Site Maintenance Year 4 950999/ONS1-3/1 On -Site Maint, (per position / per 14 year for 21+ positions) Subtotal $38,999.38 On -Site Maintenance Year 5 950999/ONS1-3/1 On -Site Maint, (per position / per 14 year for 21+ positions) Subtotal $39,779.32 Hardware Protection Hardware Protection Year 2 950999/HPSA1/1 Hardware Protection Stand Alone 14 System - /Position Subtotal $5,880.00 Hardware Protection Year 3 950999/HPSA1/1 Hardware Protection Stand Alone 14 System - /Position Subtotal $5,997.60 Hardware Protection Year 4 950999/HPSA1/1 Hardware Protection Stand Alone 14 System - /Position Subtotal $6,117.58 Hardware Protection Years 950999/HPSA1/1 Hardware Protection Stand Alone 14 System - /Position Subtotal $6,239.94 Copyright 2020 Intrado Life & Safety Solutions Corp 64437 v2- Weld County, CO Page 8 of 11 November 24, 2020 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641 CDC4BC Notes 1 This quote provides pricing to Weld County, CO for one year of On -Site Maintenance and Hardware Protection for a total of 32 call taking positions. 18 main and 14 back-up. Years 2-5 have been quoted as optional. 2 On -site Support Services are primarily designed to assist with issues that require system expertise in troubleshooting and restoration at the customer's location. On -site Support Services include travel costs and time and labor related to the service incident. Also included in the service are quarterly on -site preventative and routine maintenance reviews (four per year) of the customer's Intrado system. These maintenance visits can include the installation of routine updates to software. Training, configuration changes, reprogramming and system upgrade labor are not included in this offering, but are available for purchase. On -Site Support Services options include the designation of a technician dedicated specifically to the customer's deployment(s), or alternately a non -dedicated resource available for use with other customers. Intrado may engage third -party vendors to provide the On -Site Support Services. 3 Hardware Protection Service provides for the replacement of any non -operating Intrado provided hardware component, with the exception of monitors. This offering only provides for the replacement of the hardware item. Installation services and training (if needed) are not included. This service does not cover items where warranty has been voided due to abuse, Force Majeure or other actions. When the Intrado Technical Support Center concludes that an item is non -operational, a fully functioning new or refurbished unit will be shipped to the customer. This unit will then become the property of the customer and will restore the functionality of the non -working item, but it may not be the exact same model as the original. The shipment of the replacement item will include a pre-printed shipping label used for the return of the nonworking item from the customer. 4 All optional modules in this quote have been priced under the assumption that they will be purchased and installed concurrently with the base system. If these modules are to be installed at a later date, additional travel & living expenses will apply. Unless otherwise stated in this quotation, Installation, Training, Project Management, and Maintenance services have not been included for optional modules. Once the customer has finalized their configuration, a revised quotation will be provided with equipment and services costs revised as necessary. Copyright 2020 Intrado Life & Safety Solutions Corp 64437 v2- Weld County, CO Page 9 of 11 November 24, 2020 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641 CDC4BC Terms VENDOR NAME Intrado Life & Safety Solutions Corporation Include quote number and customer EIN/Tax Identification Number on P.O. SUBMIT P.O. ordermanagement.safetyservices@west.com PRICING SHIPPING TERMS All prices are in USD Taxes, if applicable, are extra. Handling and Shipping charges are extra unless specified on the quote. FCA (Montreal), INCOTERMS 2010 PAYMENT Per Contract DELIVERY VALIDITY TBD Quote expires on May 23, 2021. However, part numbers beginning with Q such as QXXXXX, constitute unique third -party components. These components, including model and price, (i) may be subject to change at any time; and (ii) are non -cancellable, non-refundable, and non -exchangeable at any time. COPYRIGHT The information contained in this document is proprietary to Intrado Life & Safety Solutions Corp and is offered solely for the purpose of evaluation. Copyright 2020 Intrado Life & Safety Solutions Corp 64437 v2- Weld County, CO Page 30 of 11 November 24, 2020 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Exhibit B Intrado Call Handling Legal Terms, September 16, 2020, as modified by Weld Co, CO -See Attached - Page 020Intrado Lemoration. I right _..ed. ) Intrado Information to Insight DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Web Terms for Services, Software, and Equipment as of September 16, 2020, as modified by Weld County, CO These Website Terms for Services, Software, and Equipment apply to sales made by Intrado Life & Safety Solutions Corp. and Intrado Life & Safety, Inc. (if in the United States) or Intrado Life & Safety Canada, Inc. (if not in the United States) (as applicable, "Intrado") to the customer issuing a purchase order to Intrado ("Customer"), as of the date of such purchase order ("Effective Date"). These "Terms" consist of these terms and conditions, any orders or statements of work referencing these terms or issued by Customer to Intrado, and any quotes from Intrado to Customer on which a purchase order is based (each, an "Order") describing the Intrado services ("Services"), software object code and accompanying documentation ("Software"), and/or hardware or other equipment ("Equipment") that Intrado agrees to provide to Customer. "Affiliate" has the meaning in Rule 405 of the U.S. Securities Act of 1933, as amended. Notwithstanding the foregoing, in no event shall any company or entity owned or controlled by Apollo Global Management, LLC, other than Intrado Corporation and its subsidiaries, be deemed an Intrado "Affiliate" for purposes of these Terms. [The terms of any separate agreement executed by the parties and applicable to a purchase will supersede these Terms. 1. Term These Terms begin on the Effective Date and do not have a defined end date; rather, these Terms will apply to any Order for the duration of such Order. Termination of any Order will not affect these Terms or any other Order. 2. Confidentiality Exhibit A: Confidentiality and FOIA applies to disclosure and use of Confidential Information (as defined in Exhibit A) exchanged under these Terms and disclosures required by applicable freedom of information or public records laws. 3. Software 3.1. License Grant Subject to these Terms, Intrado grants to Customer a personal, nonexclusive, nontransferable, non-sublicensable license to use Software at the location ("Site") and on the number of servers, workstations, and users or other applicable metric set forth in the Order, solely for Customer's internal purposes, to copy Software onto a storage device, and to make one copy solely for backup and disaster recovery purposes. 3.2. Restrictions Customer will not itself, or through any Affiliate, agent, or other third party: (a) sell, lease, sublicense, or otherwise transfer Software; (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from Software; (c) modify or enhance Software, or write or develop any derivative software, or any other functionally compatible, substantially similar, or competitive products; (d) network Software or use Software to provide processing services to third parties, commercial timesharing, rental, or sharing arrangements, or otherwise use Software on a service bureau basis; (f) provide, disclose, divulge, or make available to, or permit use of Software by any third party without Intrado's prior written consent; or (g) use or copy Software except as permitted hereunder. 3.3. Audit On 45 days' written notice, Intrado may audit Customer's use of Software. Customer agrees to cooperate with Intrado's audit and provide reasonable assistance and access to information. Any such audit will not unreasonably interfere with Customer's normal business operations. Customer agrees to pay within 30 days of written notification any fees applicable to Customer's use of the programs in excess of Customer's license rights. If Customer does not pay, Intrado can end Customer's maintenance and support, licenses, and these Terms. Page Customer agrees that Intrado will not be responsible for any of Customer's costs incurred in cooperating with the audit. 4. Limited Warranty 4.1. Software and Equipment Limited Warranty Intrado warrants that the Intrado Software and Equipment will perform substantially in accordance with Intrado's specifications for 12 months from Acceptance Date (see Section 13 below). Intrado will, at its sole discretion and as Customer's sole remedy, repair or replace the problem Software and Equipment, provided that the problem can be reproduced on either Intrado's or Customer's systems. Replacement parts are warranted to be free from defects in material and workmanship for 90 days, or for the remainder of the limited warranty period of the Intrado Equipment they are replacing, whichever is longer. The limited warranty includes remote support services (help desk) during the warranty period. Freight costs to ship defective Equipment to Intrado are borne by Customer, with return at Intrado's expense. Intrado will pass through to Customer any third -party manufacturer warranties for products supplied by Intrado. Customer's access to and use of third -party Equipment and Software will be and remain subject to all terms, conditions and licenses imposed by the manufacturers and/or third -party licensors of such third party Equipment or Software. 4.2. Services Limited Warranty Intrado warrants that Services will be provided in a workmanlike manner, in accordance with industry standards and by individuals with suitable skills and abilities. 4.3. Disclaimer Intrado will not be obligated to repair or replace any Software or Equipment which (i) has been repaired by others; (ii) has been abused or improperly handled, stored, altered, or used with third party material or equipment; (iii) has been subject to power failures or surges, lightning, fire, flood, or accident; or (iv) has not been installed by Intrado or an Intrado authorized technician. EXCEPT AS STATED IN THIS SECTION, INTRADO DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, DATA ACCURACY, CONDITION OF DATA, OR LOSS OF DATA, NETWORK CONNECTIVITY, INTEROPERABILITY, OR THAT SOFTWARE, EQUIPMENT, SERVICES, OR RELATED SYSTEMS WILL BE UNINTERRUPTED OR ERROR -FREE. Intrado t DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC 5. Customer Materials Customer will provide information reasonably requested by Intrado to perform Services, including as applicable: telecommunication or cell site specifications; Customer or third party databases; network architectures and diagrams; performance statistics; interfaces and access to Customer systems, including third party systems; routing and network addresses and configurations ("Customer Materials"). Customer warrants that (a) Customer is solely responsible for the content and rights to Customer Materials; (b) Customer Materials will be accurate; and (c) Intrado's use of Customer Materials will not violate the rights of any third party. Customer will retain ownership of all Customer Materials. 6. Limitation of Liability 6.1. Limitation NEITHER PARTY WILL BE LIABLE 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 BY CUSTOMER UNDER THE RELEVANT ORDER IN THE SIX MONTHS PRIOR TO THE CLAIM. THESE LIMITS ON LIABILITY APPLY WHETHER THE CLAIM ARISES OUT OF BREACH OF WARRANTY, CONTRACT, TORT, OR STRICT LIABILITY, AND EVEN IF THE DAMAGES ARE POSSIBLE OR FORESEEABLE. 6.2. Time Limit ANY SUIT MUST BE FILED WITHIN TWO YEARS AFTER THE CAUSE OF ACTION ACCRUES. 7. Indemnification 7.1. Intrado Indemnity Intrado will indemnify, defend, and hold harmless Customer, from third -party claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including reasonable attorney fees and expenses (collectively, "Claims") for physical injury or death or tangible property damage to the extent caused by Intrado's gross negligence or willful misconduct. 7.2. Customer Indemnity Except to the extent prohibited by applicable law, Customer will indemnify, defend, and hold harmless Intrado, its Affiliates, and their officers, directors, employees, and agents from Claims (a) relating to Customer Materials or a breach of the Section titled Customer Materials; (b) relating to any Customer product or service; or (c) for physical injury or death or tangible property damage to the extent caused by Customer's gross negligence or willful misconduct. 7.3. Procedures The indemnified party will (a) notify the other party of any Claim; (b) relinquish control of the defense and settlement; and (c) assist the indemnifying party as reasonably requested. The indemnifying party may settle any Claim without the indemnified party's consent if the settlement does not affect the rights of the indemnified party. The indemnified party may participate in the defense at its expense. 8. Termination If either party fails to cure a material default within ten days for late payments, or 30 days for other default, after notice specifying the default, the non -defaulting party may terminate the applicable Order, and pursue any other available remedies at law or equity. The cure period will extend for 30 more days if Intrado uses good faith efforts to cure. Software licenses will remain in force until terminated, if at all, due to an uncured material default. On termination of a Software license, Customer will, to the extent applicable, (a) cease using Software, and (b) certify to Intrado within one month after termination that Customer has destroyed or has returned to Intrado the Software and all copies. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other materials. 9. Intellectual Property Intrado retains full and exclusive ownership of and all rights in, to and under its trademarks, service marks, tradenames and logos, and any design, data, specification, know-how, software, device, technique, algorithm, method, discovery or invention, whether or not reduced to practice, relating to Services, Software, and Equipment, and any development, enhancement, improvement or derivative works thereto, except for Customer Materials (collectively, including all intellectual property rights, "Intrado IP"). Customer receives no other right, title, or interest in, to, or under Intrado IP. Intrado IP is Intrado's Confidential Information (as defined in Exhibit A hereto). Customer will cooperate to take such actions reasonably requested to vest ownership of Intrado IP in Intrado. 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 Intrado IP and who are bound by law or written agreement to comply with Customer's duties under these Terms. Neither party will reverse engineer, decompile, disassemble, or translate the other party's intellectual property or confidential information. Each party reserves all rights to its intellectual property and confidential information. 10. Delivery Equipment will be shipped FCA point of origin (Incoterms 2000) on completion of the manufacturing process, and Software will either be shipped using the above method, or made available for download from a site designated by Intrado. All shipping and handling charges will be prepaid by Intrado and charged to Customer. For RMA requests or other returns, Intrado's Defective Equipment Return Policy, Project, and Spares Equipment Return Policy will apply. 11. On -Site Services 11.1. Intrado Obligations If Intrado performs Services at Customer's premises, such as installation ("Installation"), site survey, project management, training, or cutover services (as applicable, "On -Site Services"), Intrado will: • If Installation is purchased, install and perform acceptance testing on Software and Equipment at the Site in accordance with Intrado's normal installation and testing practices. • If training is purchased, perform training as specified in the Order. Page 2 21206,t,,d r,mnin 'II <<a t;r e��ed. Fr,aa 5rn;,iloyer Intrado r DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC • Designate a project manager with authority, competence, and responsibility to communicate information to Intrado and to act as liaison between Intrado and Customer. 11.2. Customer Obligations If On -Site Services are ordered, Customer will, at its expense: • Designate a general project coordinator, with authority, competence, and responsibility to communicate information to Intrado and to act as liaison between Customer and Intrado. • Ensure that staff: (i) are available during nonstandard work times as necessary (early, late, and weekends) (ii) monitor acceptance testing; and (iii) are on -site for technical training, if applicable. • Provide unobstructed access for Installation and testing of Software, Equipment and cabling, including obtaining any necessary consents from the landlord, building owner, or others. • Ensure that any Customer equipment meets Intrado's specifications. • Provide, within the Site, suitable and easily accessible secure storage of tools, test sets, lockers and employees' personal effects. • Ensure that the Site will meet all temperature, humidity controlled, air-conditioned, and other environmental requirements set forth in the applicable specifications, and will be dry and free from dust. • Provide all patching, painting, openings, conduits, floor reinforcements, or other furniture or mechanical modifications pertinent to Installation. • Provide ample electric current of proper voltage for any necessary purpose suitably terminated in a room where it is required, including properly grounded copper cold water pipe before meter ground as specified by Intrado. • Provide an exclusive VPN tunnel to allow for remote diagnostics and a modem for establishing the remote access by Intrado. • Dispose of all Equipment packing material. • Maintain, at all times, a procedure, external to Software and Equipment, for the reconstruction of lost or altered files, data, or programs deemed necessary by Customer. • Ensure that Intrado is promptly informed of any problems with Software or Equipment. • Ensure Customer's third party vendors collaborate with Intrado in a reasonable and timely manner. 11.3. Exclusions, Changes If On -Site Services are prevented, interrupted or delayed due to Customer's failure to meet its obligations stated above, or if Customer unexpectedly delays or changes the agreed -on schedule for On -Site Services, Customer will be responsible for applicable travel and lodging costs, charges at Intrado's standard hourly rates for the time during which such On -Site Services were prevented, interrupted or delayed, any other direct costs incurred by Intrado, and Intrado rescheduling fees ($300.00 per person, per day, of time scheduled to be On -Site). Intrado will not be deemed to be in default nor be held responsible for any delays or failures resulting from an event of Force Majeure or for any delays resulting from Customer or any of Customer's third -party vendors or from Customer's obligations stated above. Changes to the design or installation plan by Customer after the original Order will be considered a request for a change order. On receipt of a request for a change order, Intrado will, within ten business days, either accept or refuse the request for a change order. If Intrado accepts the request for a change order, Intrado will issue a new quote to cover any costs, if applicable, associated with the change order. 12. Acceptance If Intrado is not performing Installation, Software and Equipment will be deemed accepted when Intrado has completed its shipping obligations. If Intrado is performing Installation, then Customer will provide Intrado with a written notice of acceptance or rejection, based on a Severity Level 1 or 2 failure (as defined in the Maintenance and Support terms), within ten calendar days after Intrado's notice of System Cutover ("Notification Date"), which acceptance will not be unreasonably withheld or conditioned. If Customer does not accept Software and Equipment, it will notify Intrado in writing within ten calendar days of the Notification Date, and will specify the Severity Level 1 or 2 failure. Intrado will use commercially reasonable efforts to promptly diagnose and correct all identified failures, and the acceptance process will be repeated until acceptance occurs. If Customer fails to provide written notice of rejection as stated above within the time stated above, acceptance will be deemed to have occurred. "System Cutover" will mean the first date that Software and Equipment is used for live call -taking or dispatching. If Software and/or Equipment are being installed at multiple Sites, the above acceptance process will apply to each Site. The date of acceptance of the first Site will be referred to as the "Acceptance Date." Services will be deemed accepted when performed. 13. Payment 13.1. Payment Terms For Equipment and Software sales, the following payment terms will apply: If Installation is not purchased, then all fees will be invoiced on shipment. If Installation is purchased, Customer will be invoiced according to the following terms: • 30% on acceptance of Customer's Order • 30% on shipment • 30% on System Cutover • 10% on Acceptance Date Maintenance and Support Services will be payable as stated in the Order, either (i) in advance according to the above percentage breakdown, or (ii) annually in equal payments, which payments will be due on each anniversary of Acceptance Date. Dedicated On -Site Services will be invoiced when the on -site personnel are first made available to Customer. Other recurring Services, such as TXT29-1-1 and Power Metrics or ECaTS reporting services, will begin invoicing when such Services are first made available to Customer. Other Services will be invoiced when performed. 13.2. Payment Method Customer will pay all invoices within 30 days of invoice date, without setoff or deduction, preferably via electronic funds (ACH, EFT, or wire transfer). Intrado will apply payments to the oldest outstanding invoice. Page 4 2L2( Ir, r3❑ Intrado t DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC 13.3. Taxes Customer will bear all applicable taxes, duties, and other government charges relating to Services (including applicable interest and penalties), except taxes based on Intrado's income. Any tax exemption must be supported by appropriate documentation. 13.4. Late Payments Invoices not paid when due will bear interest from the due date at the lower of two percent per month, or the highest allowable rate. Customer will pay all reasonable costs of collection (including attorney fees). Intrado may change payment terms or require a deposit on an adverse change in Customer's financial condition or payment record. 13.5. Cancellation Fees Cancellation of any element of an Order before shipment or performance of Services will result in cancellation charges equal to 25% of the price of the cancelled item. Anything that has been specifically developed for Customer, including any special order or custom Software or Equipment, is not cancellable. Cancellation or rescheduling is not permissible after shipment. Delays by Customer to delivery, Installation Services, or acceptance testing that in the aggregate exceed six months may, in Intrado's discretion, be treated as a cancellation of the Order, and be subject to the greater of the above fees, or Intrado's total expenses allocated to the project through such date. 13.6. Payments Final All amounts paid are final and nonrefundable. Equipment and Software may be returned only pursuant to a valid warranty claim or as permitted as part of Maintenance and Support Services. 14. Insurance Each party will maintain: (a) Workers' Compensation insurance required by law; (b) employer's liability insurance with limits of at least $500,000 for each claim; (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 claim; (d) Commercial General Liability 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 claim; (e) Professional Liability or Errors and Omissions insurance of at least $1,000,000 for each claim; and (f) excess or umbrella liability at a limit of at least $5,000,000 per claim. On request, the other party will furnish certificates evidencing the foregoing insurance. Each party will strive to notify the other at least 30 days before any cancellation or termination of its policy. 15. Miscellaneous 15.1. Governmental Agencies Use of Intrado Services or products by the United States Government or other governmental agencies will be as "restricted computer software" or "limited rights data" as set forth in 48 CFR 52.227-14, or as "commercial computer software" or "commercial computer software documentation" under DFARS 252.227-7202, or under such other similar applicable terms and conditions to prevent the transfer of rights in and to the technology to the government or such agency other than under normal commercial licensing terms and conditions. Contractor/manufacturer is Intrado Corporation or its affiliates, 11808 Miracle Hills Dr., Omaha NE 68154. 15.2. Force Majeure Neither party is liable for delays or defaults in its performance hereunder (except for its payment obligations) due to causes beyond its reasonable control, including: acts of God or government; war, terrorism, fire, or explosion; flood; extreme weather; epidemic; riots; embargoes; viruses; technology attacks; labor disturbances; failure or unavailability of the Internet, telecommunications, transportation, utilities, or suppliers. 15.3. Independent Contractors, Beneficiaries The parties are independent contractors. No agency, joint venture, or partnership is created under these Terms. These Terms benefit Customer and Intrado only; there are no third party beneficiaries. 15.4. Interpretation, Conflict, Severability "Including" means including, without limitation. "Days" means calendar days. If any terms of these Terms and an Order conflict, the Order will govern for that Order only. No preprinted purchase order or other Customer form terms will apply. Any provision held unenforceable by a court will be enforced to the fullest extent permitted by law and will not affect the other provisions. No course of dealing or failure to exercise any right or obligation is an amendment or waiver. These Terms may be modified or amended only in a writing signed by the parties. 15.5. Assignment These Terms will be binding on the permitted successors and assigns. Neither party may transfer or assign these Terms without the prior written consent of the other, not to be unreasonably withheld, except that Intrado may assign these Terms to an Affiliate or to an acquirer of all or part of its business or assets without consent. 15.6. Applicable Law and Remedies These Terms are governed by Colorado law, without regard to choice of law principles. Each party waives all rights to a jury trial. Injunctive relief will apply to any breach of Sections 2 or 10 above. All rights and remedies are in addition to any other rights or remedies at law or in equity, unless designated as an exclusive remedy in these Terms. Each party will be entitled to the same governmental or other immunity or other protections afforded by any law, rule, or regulation to the other party, and neither party will object to or interfere with the other party's application of this sentence. 15.7. Compliance with Laws Each party has or will timely obtain all consents, licenses, permits, and certificates required to perform under these Terms. Each party will comply with laws, rules, regulations, and court orders applicable to it or Services. Intrado may cease or modify Services or these terms as reasonably required to comply with changes in law. Customer recognizes Intrado's Code of Ethical Business Conduct located at https://www. I ntrado.com/legal-privacy/code-of-ethics/. 15.8. Advertising and Publicity Neither party will use the other party's name or marks in any press release, advertisement, promotion, speech, or publicity, Page 4 r'o+nrrado pora0or all t!ets ed cc_,A Emoioyer Intrado I' DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC without the other party's prior written consent, except that Intrado may use Customer's name and marks in its customer lists, sales or promotional materials without consent. 15.9. Affiliates, Changes Services may be provided, in whole or part, by Intrado or its Affiliates. Intrado Life & Safety Communications Inc. may provide regulated portions of Services. Intrado may modify or improve Services, Software, and Equipment during the term. 15.10.Notices, Entire Agreement, Survival All notices must be in writing. Notices are effective on receipt when sent by certified or registered U.S. Mail, charges prepaid, Page 5 c 2020 !ntrddo '; , ocd Ition 1,U r s'sdreserved return receipt requested, or when delivered by hand, overnight courier, or fax with confirmed receipt. Notice by email is acceptable, effective 24 hours after receipt (Email for Intrado: legalnotices.Iifesafetvaintrado.com). These Terms constitute the entire agreement and supersedes any prior written or oral agreements or understandings related to its subject matter. Sections titled Invoice and Payment, Confidentiality, Limited Warranty, Limitation of Liability, Indemnification, Intellectual Property, and Miscellaneous will survive termination of these Terms. Intrados DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Exhibit A: Confidentiality and FOIA Except to the extent disclosures are required under applicable freedom of information or public records laws or regulations, the terms of this Exhibit A -Confidentiality and FOIA will apply to information disclosed under these Terms. Customer may disclose the Intrado's Confidential Information only to the extent required by applicable law or regulation. Customer will give sufficient notice to Intrado to allow Intrado to claim applicable exemptions, make applicable objections, or seek appropriate limits or restrictions on use and disclosure of its Confidential Information. 1. Definitions "Confidential Information" means all information disclosed by or on behalf of either party ("Discloser") to the other party ("Recipient") that is marked as confidential or proprietary or that by its nature or context constitutes information that a reasonable businessperson would treat as proprietary, confidential, or private, even if not so marked. Confidential Information includes, but is not limited to, a party's financial, business, technical, marketing, sales, customer, product, pricing, strategy, personnel, software, systems, methods, processes, practices, intellectual property, trade secrets, software, data, contract terms, or other business information. 2. Exclusions Confidential Information does not include any information that: (a) was or becomes generally available to the public through no breach of this Exhibit; (b) was previously known by Recipient or is disclosed to Recipient by a third party without any obligation of confidentiality; or (c) is independently developed by Recipient without use of Discloser's Confidential Information. 3. Use and Disclosure Recipient and its employees, Affiliates, agents, and contractors will: (a) use Confidential Information only for the Terms; (b) disclose Confidential Information only to its employees, Affiliates, agents, and contractors with a "need to know" for the Terms; (d) use the same standard of care to protect Discloser's Page 6 2020 _c) F/0 En,or,yer Confidential Information as Recipient uses to protect its own similar confidential or proprietary information, but not less than reasonable care appropriate to the type of information; (e) reproduce Discloser's confidentiality or proprietary notices, legends, or markings on all copies or extracts of Confidential Information; and (f) use and disclose Confidential Information as authorized in writing by Discloser. Recipient is responsible for compliance with this Exhibit by its employees, Affiliates, agents, and contractors. 4. Required Disclosure If required to disclose any Confidential Information by law or court order, Recipient will promptly notify the Discloser (unless prohibited by law) and cooperate with Discloser, at Discloser's expense, to seek protective orders or appropriate restrictions on use and disclosure. Confidential Information disclosed under this Section will continue to be subject to all terms of this Exhibit for all other purposes. 5. Return or Destruction Within 30 days after termination of the Terms or written request of Discloser, Recipient will return or destroy Discloser's Confidential Information. Recipient will certify return or destruction if requested by Discloser. Recipient may retain Discloser's Confidential Information to the extent required by law. This Exhibit A will survive and continue to apply to Discloser's Confidential Information that is not reasonable to return or destroy (for example, retained in archive or backup systems) as long as it is retained by or for Recipient. Intrado i- DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Exhibit C Intrado Call Handling CPE Standard Maintenance and Support Services -See Attached - page Intrado Information to Insight DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Intrado Call Handling CPE Standard Maintenance and Support Services These Maintenance and Support Services terms ("MSS Terms") describe the current offerings for maintenance and support services for Intrado Call Handling equipment and software sold to a customer ("System"). These MSS Terms apply to any of the services described below that appear on an Intrado quote ("Quote"). These terms are in addition to, and do not modify the terms of the applicable agreement between the parties ("Agreement"). If any of these MSS Terms conflict with the Agreement or the Quote, the terms of the Quote will prevail as they relate to the MSS Terms only and the MSS Terms will prevail over the terms of the Agreement. All capitalized terms not defined in these MSS Terms will have the meanings set out for such terms in the Agreement. Intrado's standard limited warranty runs for twelve months from acceptance. This limited warranty includes Software Protection and Remote Technical Support during the warranty period. The following are the current Intrado service offerings: • Software Protection and Remote Technical Support • Software Subscription Service • On -Site Support Services • Hardware Protection Service • Remote Monitoring of Sentry Alarms Services • VIPER® Alarm Monitoring Service • Remote Operating System Update Service • Remote Anti -Virus Update Service Also included in Table 1 in Section 9 below are Response Time Goals and Severity Levels General Note: Please note that for all services described in these MSS Terms, Intrado will not be obligated to repair or replace any software or equipment which (i) has been repaired by others; (ii) has been abused or improperly handled, stored, altered, or used with third party material or equipment; (iii) has been subject to power failures or surges, lightning, fire, flood or accident; or (iv) has not been installed by Intrado, an Intrado authorized technician, or by customer or its agent in an approved manner. 1. Software Protection and Remote Technical Support 1.1. Availability This service is included in the standard warranty, and a mandatory requirement for the receipt of any technical support after the warranty period. 1.2. Offering Summary Bundled offering which provides access to software maintenance releases as well as remote technical support that allow for 24x7x365 assistance from Intrado's centralized Support Center for the Intrado System. Customer may not purchase Software Protection and Remote Technical Support for a subset of the Intrado System; all 911 call taking positions must be covered. 1.3. About Software Protection This offering provides for the availability of software product updates. Installation and training (if needed) are not included. Any required hardware or operating system changes are also not included. Intrado will provide periodic software release bulletins to customers which announce and explain important product updates for Intrado Software. Customers may then request the new release or version from Intrado, based on applicability of the release to customer's System. Customer is responsible for installation of all these releases, unless the On -Site Maintenance Service is purchased. If On -Site Maintenance has not rage. © 2019 Intrado Corporation. All rights reserved. EOE/AA Employer Intrado 14 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC been purchased and the customer prefers to have Intrado deploy a new release, Intrado will dispatch appropriate personnel to perform the upgrade on a mutually agreed upon date at Intrado's then current prices for such services. The customer is encouraged to periodically install new Software updates. Software releases are available for a limited time. If the System is not maintained to a currently supported equipment and software version, future software releases may not be compatible with customer's existing System. 1.4. Remote Technical Support Support is provided by associates who specialize in the diagnosis and resolution of system performance issues. Remote Technical Support is available 24/7 through both a toll free hotline and a secure customer Internet portal. All service inquiries are tracked by a state-of-the-art CRM trouble ticket system that can be queried by customers through the online portal to obtain the most up-to-date status on their issues. Response times for Remote Technical Support are based on system issue severity levels as defined in Table 1 in Section 9 below. Problems which are not resolved within predefined time limits are automatically escalated to management within Sales, Product Management and Engineering for action. 1.5. Intrado Responsibilities • Respond to service requests based on appropriate severity level response goals • Assess the system issue(s) • Apply technical expertise, knowledge and resources to restore system to functionality, or assist customer to apply the identified fix • Escalate issues for review when required • Communicate progress and resolution with the specific customer contact • Provide to the customer bulletins announcing the availability of software releases, and deliver software in disc form to the customer as requested 1.6. Customer Responsibilities • Log all requests for assistance directly with the Technical Support Center, either through the toll - free hotline or the online portal • Provide the following information when initiating a service request: o Site Name/ID number/Agency Location o Contact Name and Number o Problem Description • Ensure that the individual requesting support is appropriately trained and knowledgeable regarding the operation of the System • Provide additional symptoms and information as they occur pertinent to resolving systems issues • Respond to Intrado communications regarding case status and resolution in a timely manner • Allow Intrado remote access to obtain system availability and performance data. If remote access capability is not available, the purchase of On -Site Support Services may be required. • Notify Intrado before performing any activity that may impact the System (including software installation, hardware upgrades, network upgrades or de -activation) • Store and maintain all software needed to restore the system as well as all system back-ups • Install software 1.7. Conditions not covered under this Service offering • Assistance with third -party software or hardware not provided by Intrado • Assistance with user configuration, usage scenarios and items covered in standard end user training or operating manuals provided to the customer. This includes any moves, adds or deletes to the user configuration which has resulted in system performance issues. Support for these subjects is available through purchase of end -user training curriculum. Paget © 2019 Intrado Corporation. All rights reserved. EOE/AA Employer Intrado 1 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC • Assistance with equipment configuration change requests not associated with problems on the installed Intrado equipment • Intrado installation support. Installation services can be purchased separately from Intrado. • Assistance with Geographic Information Systems ("GIS") data updates performed by the end user, or resulting problems • Consultation for new software or equipment • Software does not provide new features or functionality upgrades • Corrections of problems, and assistance regarding problems, caused by third party software and operator errors, including the entry of incorrect data and the maintenance of inadequate back-up copies and improper procedures • Upgrade of the customer's operating system, hardware or third party software may be required from time to time to support Maintenance Releases. Intrado will not be responsible for the cost of such upgrade. 1.8. Reinstatement of Intrado Software Protection and Remote Technical Support If Software Protection and Remote Technical Support lapses, the customer's access to the Support Center will be discontinued, and reinstatement fees will apply as follows if the customer desires to receive any technical support services: • Payment for the lapsed period at the prevailing rate; plus • Purchase of Software Protection and Remote Technical Support for the current period; plus • System recertification fees in the form of a Class A inspection at $1,500 per day plus related travel and expense charges. 2. Software Subscription Service 2.1. Availability This service is not included in the standard warranty; available for separate purchase only if (i) customer's System software is current, or (ii) the services are purchased for a new system deployment or for a specific system component purchase. 2.2. Service Description Software Subscription Service provides the customer with access to software upgrades including new features. This offering only provides for the availability of the software. Installation and training (if needed) are not included. Any required hardware or operating system changes are also not included. Intrado will provide periodic software release bulletins to customers which announce and explain new feature releases for Intrado Software. Customers may then request the new release or version from Intrado, based on applicability of the release to customer's System. The customer is responsible for installation of all these releases, unless the On -Site Maintenance Service is purchased. If On -Site Maintenance has not been purchased and the customer prefers to have Intrado deploy a new release, Intrado will dispatch appropriate personnel to perform the upgrade on a mutually agreed upon date at Intrado's then current prices for such services. The customer is encouraged to periodically install new Software releases because to keep the System current. Software releases are available for a limited time; if the System is not maintained to a currently supported equipment and software version, future software releases may not be compatible with customer's existing System. 2.3. Intrado Responsibilities • Provide to the customer bulletins announcing the availability of software releases, and deliver software in disc form to the customer as requested Page 3 © 2019 Intrado Corporation. All rights reserved. EOE/AA Employer Intrado 1 DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC 2.4. Customer Responsibilities • Contact an Intrado Sales account representative to order an available software release • Install the software 2.5. Conditions not covered under this Service offering • Consultation for new software or equipment • Corrections of problems, and assistance regarding problems, caused by third party software and operator errors, including the entry of incorrect data and the maintenance of inadequate back-up copies and improper procedures • Upgrade of the customer's operating system, hardware or third party software may be required from time to time to support New Releases, Maintenance Releases or Upgrades of the Software. Intrado will not be responsible for the cost of such upgrade 3. On -Site Support Services 3.1. Availability This service is not included in the standard warranty; available for separate purchase. 3.2. Service Description On -site Support Services are primarily designed to assist with issues that require System expertise in troubleshooting and restoration at the customer's location. On -site Support Services include travel costs and time and labor related to the service incident. Also included in the service are quarterly on -site preventative and routine maintenance reviews (four per year) of the customer's System. These maintenance visits can include the installation of routine updates to software. Training, configuration changes, reprogramming and System upgrade labor are not included in this offering, but are available for purchase. On -Site Support Services options include the designation of a technician dedicated specifically to the customer's deployment(s), or alternately a non -dedicated resource available for use with other customers. Intrado may engage third -party vendors to provide the On -Site Support Services. Regardless of designation, the response times of On -Site Support Service technicians are based on system issue severity levels as defined in Table 1 in Section 9 below. 3.3. Intrado Responsibilities • Dispatch a technician to customer's site when the issue cannot be resolved remotely • When on -site, assist customer in performing System diagnostics • Provide on -site technician visit on a quarterly basis to perform preventative and routine maintenance activities 3.4. Customer Responsibilities • Perform responsibilities as detailed in the Remote Technical Support section (above) • Brief on -site technician on issue(s) and actions taken • Allow Intrado both on -site and remote access to the System • Validate issue resolution prior to close of the case. • Cooperate with Intrado and perform all acts that are reasonable or necessary to enable Intrado to provide the On -Site Support Services. These include maintaining a suitable environment (heat, light, and power) and providing the technician with full, free, and safe access to the System. All sites must be accessible by standard service vehicles age 4 © 2019 Intrado Corporation. All rights reserved. EOE/AA Employer Intrado t DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC 3.5. Conditions not covered under this Service offering • Assistance with third -party software or hardware not provided by Intrado • Assistance with user configuration, usage scenarios and items covered in standard end user training or operating manuals provided to the customer. This includes any moves, adds or deletes to the user configuration which has resulted in system performance issues. Support for these subjects is available through purchase of end -user training curriculum. • Intrado Hardware/Software System Upgrade support (other than associated with a Software Subscription Service). Upgrade services can be purchased separately from Intrado. • Intrado installation support. Installation services can be purchased separately from Intrado. • Assistance with GIS data updates performed by the end user, or resulting problems. 4. Hardware Protection Service 4.1. Availability This service is not included in the standard warranty. It is available for separate purchase. 4.2. Service Description The Hardware Protection Service provides for the replacement of any non -operating Intrado provided hardware component, with the exception of monitors. This offering only provides for the replacement of the hardware item. Installation services and training (if needed) are not included. This service does not cover items where warranty has been voided due to abuse, Force Majeure or other actions. When the Intrado Technical Support Center concludes that an item is non -operational, a fully functioning new or refurbished unit will be shipped to the customer. This unit will then become the property of the customer and will restore the functionality of the non -working item, but it may not be the exact same model as the original. The shipment of the replacement item will include a pre-printed shipping label used for the return of the non -working item from the customer. 4.3. Intrado Responsibilities • Once a hardware item has been determined to be non -operational, initiate the replacement of the item. • Providing a pre-printed return label to the customer for use in their return of the original non- functioning unit back to Intrado. 4.4. Customer Responsibilities • If a replacement unit has been provided by Intrado, the customer will return the non-functioning unit within 30 days of new item receipt. 4.5. Conditions not covered under this Service offering • Replacement of non -operation hardware not provided by Intrado • Replacement of non -operational workstation monitors • Hardware items deemed to be non-functional as a result of abuse, Force Majeure or other actions • Installation of the replacement hardware 4.6. Suspension of Intrado Hardware Protection Coverage If the original non-functioning hardware is not returned within 30 days after receipt of a replacement item, the customer's ability to use service will be suspended. The service will be reinstated upon receipt of the non-functioning hardware. Page 5 © 2019 Intrado Corporation. All rights reserved. EOE/AA Employer Intrado 1' DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Suspension of the service can also occur as a result of non-payment for the Hardware Protection maintenance contract. 5. Sentry® Alarm Monitoring Services 5.1. Availability This service is not included in the standard warranty; available for separate purchase. 5.2. Service Description Intrado offers Remote Monitoring of the System through a remote centralized network systems management solution, also known as "Intrado Sentry". Intrado Sentry monitors all Intrado products as well as most third party equipment, and forwards alarms and alerts to a centralized Intrado Network Operations Center for monitoring. This service requires the purchase of Intrado Sentry hardware from Intrado. Intrado's Technical Support Center will receive the remote customer alarms and alerts 24x7x365 notifying Intrado of any irregular behavior including faults and performance threshold crossings requiring attention. Minimum action includes contacting of either the customer directly or the assigned on -site service personnel to provide the appropriate technical response. Automatic remote troubleshooting of the alarm is performed only if Remote Technical Support services are purchased. The dispatching of Intrado technician support after an alarm is received and troubleshooting has been performed is available only if On -Site Support Services are purchased. 5.3. Intrado Responsibilities • Remote Monitoring of customer based PSAP Equipment • Contacting of either the PSAP directly or their assigned on -site service personnel upon receipt of the alarm, as appropriate • Clearing of the alarm 5.4. Customer Responsibilities • Establish business rules regarding alarm notifications and escalation conditions within the Sentry system • Designation of Customer contact points or its assigned on -site service personnel 6. VIPER Alarm Monitoring Service 6.1. Availability This service is not included in the standard warranty; available for separate purchase. 6.2. Service Description The VIPER Alarm Monitoring service is a remote problem detection offering. This service monitors the integrated alarm messaging and notifications of the VIPER CPE for irregular behavior, including faults and performance threshold breaches. To enable the monitoring functionality, Intrado will configure the VIPER CPE to transmit alarm messages through an installed firewall, across the Customer's Internet connection, to the Intrado Network Operating Center ("NOC"). The NOC will receive the remote alarms and alerts 24x7x365 notifying Intrado of the health and status of the VIPER CPE. Upon receipt of an alarm, Intrado will contact either the Customer directly or the assigned on -site service personnel to provide the appropriate technical response. Intrado will perform automatic remote troubleshooting of the alarm as part of the Customer's Remote Technical Support service coverage. Page 6 J © 2019 Intrado Corporation. All rights reserved. E0E/AA Employer Intrado DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC The dispatching of an Intrado technician for support after an alarm is received and initial troubleshooting has been performed is available for customers who have purchased On -Site Support Services. 6.3. Intrado Responsibilities • Remote Monitoring of Customer -based VIPER CPE • Contacting either the PSAP directly or its assigned on -site service personnel upon receipt of the alarm, as appropriate • Clearing the alarm 6.4. Customer Responsibilities • Establish business rules regarding alarm notifications and escalation conditions within the VIPER CPE • Designation of contact points or its assigned on -site service personnel • High-speed network access Summary of Monitoring Features VIPER Alarm Monitoring Sentry -based Monitoring Alerting Environment Integrated VIPER Alarm Messages and Notifications. Primary Alarm Sources: Nearly all aspects of a 9-1-1 system - the Intrado Call Handling Equipment and most 3rd party equipment utilized at a PSAP. Includes all integrated VIPER alarms, and health status detection of installed equipment. Monitoring of the hardware equipment for potential failure (full hard drive, workstation fan malfunction, etc.) is a primary driver for use of this service over that of VIPER Alarm Monitoring. CAD Router CDR Manager Config Dist Service Domain Name Server Third -Party gateways ALI Server PMG Console Process Monitor Soft Switch Fault Manager Telephony Server CIM Server Zoo Replication Manager Alarm contact Alert Delivery Options To the Intrado Network Operations Center To the Local PSAP To the Intrado Network Operations Center Local PSAP Alert Options [none] Audible and Visual Alarm Panel alerts, e-mail, pager & SMS messages Hardware Firewall Appliance (1) Firewall Appliance (1) Sentry Server and Console Kit (1) Software Software Media Set (1) ELM Class 1 Application (1) ELM Class 2 Application (1) Sentry Media Kit (1) ELM Class 1 App (1 per server) ELM Class 2 App (1 per Position & IP Agent) Services Viper Alarm Monitoring Service (per position workstation - each year) Sentry Monitoring Service (per ELM App installed -each year) ?age 7 © 2019 Intrado Corporation. All rights reserved. EOE/AA Employer Intrado t' DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Summary of Monitoring Features VIPER Alarm Monitoring Sentry -based Monitoring Alarm Handling Process Alarms from the VIPER are transmitted directly to the Intrado Network Operations Center. Alarms from the VIPER and all monitored hardware sources are collected at the Sentry server which then transmits the alerts to the local PSAP and/or to the Intrado NOC. 7. Remote Operating System ("OS") Update Service 7.1. Availability This service is not included in the standard warranty; available for separate purchase. 7.2. Service Description The OS Update Service provides system administrators who need to manage and distribute Microsoft OS updates the ability to do so directly through the VIPER Primary Domain Controller. When Microsoft issues security updates for its OS software, the OS Update Service makes them quickly available to CPE administrators. Before delivering a Microsoft OS update to a Customer, Intrado will review the OS patch content to understand its relevance to the VIPER product family. Once a patch is determined to be applicable, it is certified by Intrado's Validation Engineering team and packaged for deployment. The deployable OS update is then loaded to the Intrado centralized server. The VIPER Primary Domain Controller is then ready, upon authorization from the Customer's system administrator, to distribute the updates on the applicable Windows equipment, including all servers and position workstations. The deployment process includes the ability for the Customer to track and report on the deployment of updates to the System via the VIPER Primary Domain Controller. 7.3. Intrado Responsibilities • Make available OS updates for deployment which are certified for applicability on VIPER CPE products. 7.4. Customer Responsibilities • Provide high-speed, secure broadband (business grade DSL or T1 link) network access. (Note: Intrado does not quote or provide high speed internet access as a product offering. For network access service, contact a local Internet Service Provider ("ISP")). • Manually synchronize the System with the Intrado Care Access Server to download any available OS Update files. If desired, this function can be programmed to occur on a pre -determined schedule. • Manually trigger the distribution of the OS Updates to the customer machines in the System (servers and workstations). If desired, this function can be programmed to occur on a pre- determined schedule. • Restart the Customer machines on the System as required by the Microsoft update (per the Intrado- defined restart process). Some Microsoft OS updates require a restart of the Customer machines for them to take effect. 7.5. Conditions not covered under this Service offering • The distribution of the OS Update on disc, drive or other hardware media • Replacement of non -operational workstation monitors • Provision of updates to any Intrado software products, or Anti -Virus offerings © 2019 Intrado Corporation. All rights reserved. EOE/AA Employer Intrado r DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC 8. Remote Anti -Virus ("AV") Update Service 8.1. Availability This service is not included in the standard warranty; available for separate purchase. 8.2. Service Description This service provides system administrators who need to manage and distribute Symantec signature updates the ability to do so directly through the VIPER primary domain controller. When new signature updates are issued and certified by Intrado, the AV Update service makes them quickly available to CPE administrators. Before delivering an antivirus signature update to a Customer, Intrado will review the content to understand its relevance to the VIPER product family. Once a signature update is determined to be applicable, it is certified by Intrado's Validation Engineering team and packaged for deployment. The deployable signature update is then loaded onto the Intrado centralized server. The Symantec Endpoint Protection manager running on the premise VIPER primary domain controller receives the updates from the Intrado server and is then able, upon authorization from the Customer's system administrator, to distribute them on the applicable Windows equipment, including all servers and position workstations. The deployment process includes the ability for the Customer to track and report on the deployment of signature updates to all of Customer's System via the VIPER primary domain controller. 8.3. Intrado Responsibilities • Make available antivirus signature updates for deployment which are certified for applicability on VIPER CPE products. 8.4. Customer Responsibilities • Provide high-speed, secure broadband (business grade DSL or T1 link) network access. (Note: Intrado does not quote or provide high speed internet access as a product offering. For network access service, contact a local ISP. • Manually synchronizing the VIPER system with the Intrado Care Access Server to download any available antivirus signature updates. If desired, this function can be programmed to occur on a pre -determined schedule. • Manually trigger the distribution of the antivirus signature updates to the customer machines in the System (servers and workstations). If desired, this function can be programmed to occur on a pre- determined schedule. • Must have a valid Symantec Endpoint Protection Enterprise Edition software license (version 12.1.1 or above) on each customer machine in the System (servers and workstations) that receives the updates. This license can be purchased from Intrado, please see ordering notes below. 8.5. Conditions not covered under this Service offering • The distribution of the antivirus signature updates on disc, drive or other hardware. • Provision of updates to any antivirus software products other than Symantec Endpoint Protection Enterprise edition (version 12.1.1 or above). • Provision of updates to OS or any Intrado software products. Page 9 © 2019 Intrado Corporation. All rights reserved. EOE/AA Employer Intrado DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC 9. Response Time Goals and Severity Levels Table 1: Remote Technical and On -Site Support Services Response -Time Goals by Severity Levels. Severity Level Definition Remote Response Time Goal On -Site Response Time Goal* Problem Correction 1 Product Failure or Loss of Service Severity Level 1 problems involve a System failure and a major loss of functionality that renders the entire System inoperable. 15 minutes 4 hours Intrado will provide the customer with a program code correction, program code patch, or a procedure for the customer to bypass or work around the defect in order to continue operations. If a bypass procedure is used, Intrado will continue defect resolution activity, on a high severity basis, until a program correction code or patch is provided to the customer. 2 Severely Impaired functionality (more than 50%) Severity Level 2 problems involve the failure or loss of functionality of non -critical functional components or features, while the System itself remains operable. Severity Level 2 involves a major impact such as a loss of 50% of call taking capacity or a loss of all of dispatch or the loss of a major functionality (e.g. no delivery of either ANI or ALI). 1 hour 4 hours Intrado will provide the customer a program code correction, program code patch, or a procedure for the customer to bypass or work around the defect to continue operations. If a bypass procedure is used, Intrado will continue problem or defect resolution activity, on a high severity basis, until a program correction code or patch is provided to the customer. 3 Non -Critical System Failure (Less than 50%) This class of problem requires action from the Call Center within a short time. Severity Level 3 problems may cause performance degradation or system components to malfunction. Severity Level 3 may involve one position non- functioning. 8 Business hours Next Business Day Intrado will provide the customer with a program code correction in a maintenance release. Page 10 © 2019 Intrado Corporation. All rights reserved. EOE/AA Employer Intrado I' DocuSign Envelope ID: 2EA47B79-2EFC-4FD3-BEB3-BC9641CDC4BC Severity Level Definition Remote Response Time Goal On -Site Response Time Goal* Problem Correction 4 This class of problem is Next Next Code correction may be Minor Issue non -service Affecting and Business Business provided in a future includes problems such as incorrect operation of a minor functionality or System component that is infrequently used, and problems that have feasible work -around available (e.g. incorrect operation of a functionality of 911 without loss of all of dispatch). Day Day maintenance release or a commercially reasonable effort to provide a work around solution. Core functionality is not affected. 5 This is not a class of 2 Business Does not Does not apply. Inquiry problem, but is an inquiry only. Days apply *On -site response time goal is based on the time from which Intrado determines an on -site technician is necessary. On -site response is only available if Customer has purchased On -Site Services. ?acre 11 © 2019 Intrado Corporation. All rights reserved. E0E/AA Employer Intrado Contract Form New Contract Request Entity Information Entity Name* INTRADO LIFE & SAFETY SOLUTIONS CORP Contract Name* VIPER ANNUAL MAINTENANCE & SUPPORT Contract Status CTB REVIEW Entity ID* p00©18544 ❑ New Entity? Contract ID 4309 Contract Lead* MRWALLAC:E Contract Lead Email mrwallace@co.weld.co.us Contract Description * ANNUAL MAINTENANCE & SUPPORT CONTRACT FOR VIPER 9-1-1 PHONE SYSTEM Contract Description 2 Contract Type AGREEMENT Amount* $97,440.00 Renewable* YES Automatic Renewal YES Grant NO IGA NO Department COMMUNICATIONS Department Email CM- Communicationsgweldgov,c om Department Head Email CM-Communications- DeptHeadkwveldgov.com County Attorney GENERAL COUNTY A I I ORNEY EMAIL County Attorney Email CM- COUNTYA I I ORNEYgWELDG OV.COM Requested BoCC Agenda Date* 12 1a, 2020 Parent Contract ID Requires Board Approval YES Department Project # Due Date 12 12 2020 Will a work session with BOCC be required?* HAD Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in On Base Contract Dates Effective Date 12 16 2020 Review Date* 11!02;,2020 Termination Notice Period Committed Delivery Date Contact Information Contact Info Contact Name Purchasing Renewal Date* 1211 ,+2021 Expiration Date Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Approver Purchasing Approved Date Approval Process Department Head MIKE WALLACE DH Approved Date 12/10{2020 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 12 16 (2020 Originator M RWALLAC E Finance Approver BARB CONNOLLY Legal Counsel BOB CHOATE Finance Approved Date Legal Counsel Approved Date 12.`1012020 12 11 ,`2020 Tyler Ref # AG 121620 Hello