HomeMy WebLinkAbout20201260.tiffMEMORANDUM
TO: Esther Gesick, Clerk to the Board
FROM: Ryan Rose, Chief Information Officer
SUBJECT: Town Hall Meeting
BOCC Approval Date: April 29, 2020
April 21, 2020
The BOCC has requested to hold a "Town Hall" meeting with the citizens of Weld
County on 5/4/2020. We have worked with Broadnet to provide the technology
platform to deliver this service. Broadnet provides a comprehensive solution that
includes the telephony, streaming, captioning and professional moderation for the
meeting.
The product will integrate into our existing website www.weldgov.com and social media
platforms. The solution also supports mobile platforms as well. The event will be
recorded for archival purposes.
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USER AGREEMENT
This User Agreement (the "Agreement") is made and entered into as of c>194_a40�
(the "Effective Date") by and between Broadnet Teleservices, LLC, a Colors o limited liability company
("Broadnet"), and Weld County, CO ("User").
1. Term. This Agreement is effective as of the Effective Date and will continue in full force and
effect for a term of one year (the "Original Term"), unless otherwise terminated as provided herein. After
the Original Term, this Agreement may be renewed for additional one year terms (each a "Renewal
Term") by User with written notice of its intent to renew no less than 30 days prior to the end of the Original
Term or then -current Renewal Term.
2. Fees and Billing; Taxes. User will pay to Broadnet the fees set forth in Exhibit A to this
Agreement for the right to access and use Broadnet's services, including the Broadnet software interface,
Access LiveTM events, Vekeo® events, Surveyor® polls, BoomeRangn" broadcasts, MicroForum® events,
standard reporting, technical and customer support services, and other features and functionality described
in Exhibit A (the "Broadnet Services"). All amounts set forth in this Agreement are in U.S. dollars. The fees
set forth on Exhibit A are exclusive of all federal, state and local taxes of any kind, charges and
assessments, including any telecommunication access charges or similar charges. User agrees to
reimburse Broadnet for any fees, duties, tolls, assessments, surcharges, or taxes now or hereafter
attributable to the Broadnet Services that Broadnet is required by applicable law or regulation to pay or
collect. The fees for Broadnet Services may be billed on a per project or monthly basis. Alternatively,
Broadnet may require pre -payment for the Broadnet Services or a security deposit prior to User's access
and use of the Broadnet Services. Payment is due upon receipt of an invoice. A late fee of 1.5% per month
(or, if lesser, the maximum rate permitted by law) will be assessed for payments not received within 30
days of the date of the invoice. Broadnet's acceptance of one or more late payments is not a waiver of the
requirement that User make timelyfuture payments. In addition to the termination rights set forth in Section
7, if User fails to make timely payments as required by this Agreement, then: (i) Broadnet may, in its sole
discretion, suspend providing the Broadnet Services until User pays all outstanding amounts that are past
due; and (ii) User agrees to pay all fees, costs and expenses reasonably incurred by Broadnet in connection
with any collection efforts, including reasonable attorney fees, court costs and costs of collection.
3. Content. As used in this Agreement, "Content" means the oral, written or other recordings,
messages, communications, utterances, conversations and all other data, text, images, intellectual
property, music, sound files, electronic communications, material or information transmitted by User and its
employees, representatives, agents, customers, call participants or any other third party (collectively, the
"Participants") during the use of or through the Broadnet Services.
(a) User is solely responsible for the accuracy, integrity, quality, completeness, lawfulness
or appropriateness of any and all Content that User and the Participants send, receive, exchange, post or
otherwise transmit through the Broadnet Services. Except as set forth in Section 5, Broadnet is not
responsible for any use or misuse of the Content or Participant data by any third party.
(b) User agrees and consents that Broadnet may record, transfer, store, broadcast, use,
display and disclose the Content as necessary for Broadnet to provide the Broadnet Services and otherwise
perform its obligations under this Agreement, including internal quality and compliance analysis,
troubleshooting, remediating and improving the Broadnet Services. In addition, Broadnet may use and
disclose the Content in aggregated form without Personally Identifiable Information (as defined below) for
market analysis, research and commercialization of such aggregated data. Broadnet may include system
prompts that, among other things, disclose to all Participants participating in any User event utilizing the
Broadnet Services that the event may be monitored, recorded or rebroadcast.
(c) By posting, sending, receiving, exchanging or otherwise transmitting the Content
through or in connection with the use of the Broadnet Services, User hereby represents and warrants that:
(i) it is the owner of or has all rights, title and interests in and to the Content necessary to post, send, receive,
exchange or otherwise transmit the Content through or in connection with the use of the Broadnet Services;
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(ii) the Content, User's posting, sending, receiving, exchanging or otherwise transmitting the Content
through or in connection with the use of the Broadnet Services, and Broadnet's use of the Content and
Participant data does not infringe on the intellectual property, privacy or other rights of any third parties; (iii)
the Content does not violate applicable laws, rules and regulations or the Broadnet Standards of Use
attached hereto as Exhibit B; and (iv) User has obtained any and all necessary or required consent of each
call recipient to call her or him at the phone number(s) provided by User. User acknowledges that the
Broadnet Services simply act as a passive conduit for the distribution and transmission of information,
including the Content and Participant data. User acknowledges that Broadnet has no obligation to screen,
preview or monitor such Content, but it may screen, investigate and remove Content if it becomes aware
of any Content that Broadnet deems in its sole and exclusive discretion to be illegal, obscene, defamatory,
inappropriate, harmful or in violation of the Broadnet Standards of Use. Under no circumstances will
Broadnet be liable in any way for any Content or the dialing of phone numbers provided by User, including
any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the
use of any Content sent, exchanged, received, posted or otherwise transmitted through or in connection
with the use of the Broadnet Services. Broadnet reserves the right to suspend or cancel all Broadnet
Services for User in the event of any actual or alleged improper use of the Broadnet Services or
inappropriate Content.
(d) Users of the Broadnet Services and any software or hardware components
operating the Broadnet Services shall not upload any sensitive data during the use of or through the
Broadnet Services including, without limitation, social security numbers (or foreign country equivalent),
taxpayer identification numbers, credit card numbers, financial institution account numbers, drivers' license
numbers, government issued identification numbers, financial data, passwords, PINs, access codes,
security codes, dates of birth, and medical or health information. if uploading of personally sensitive or
Personally Identifiable Information is necessary for execution of the Broadnet Services, Users shall upload
only that Personally Identifiable Information necessary for the use of the Broadnet Services. "Personally
Identifiable Information" means any information from which an individual may be identified that is provided
to Broadnet by User, or controlled, possessed, stored, transmitted or processed by Broadnet for or on
behalf of User, including without limitation an individual's name, address, telephone number, social security
number, passwords, pin numbers, account relationships, account numbers, account balances, account
histories, and "personal information," "nonpublic personal information," "protected health information" (and
other similar information, however described) as defined in any applicable privacy laws and regulations.
4. Proprietary Rights; Ownership; Account Security.
(a) Broadnet hereby grants to User a personal, revocable, nontransferable,
nonsublicenseable, nonexclusive and limited license to access and use the software component of the
Broadnet Services via a graphical interface solely for its internal business purposes and solely for the
purposes contemplated in this Agreement. Broadnet will provide a client number that becomes User's
account identifier or User identification number ("User ID") and a login and password ("PIN"). User is
responsible for protecting the confidentiality of its User ID and PIN, and may not disclose its User ID and
PIN to any third party. User is fully responsible for all activities that occur under its User ID and PIN. The
User ID and PIN provided to User are the sole property of Broadnet and may be suspended or revoked in
accordance with the terms of this Agreement. Broadnet reserves the right to change User's User ID and
PIN and to promptly notify User after the change has been made. User may not use its User ID or PIN for
any unauthorized purpose or in violation of any terms of this Agreement. The license granted herein will
terminate automatically upon termination of this Agreement for any reason or breach by User of this
Agreement or the Broadnet Standards of Use.
(b) Broadnet is the owner of all rights, title and interests in and to the Broadnet Services
and any related products, intangible property, intellectual property rights, software, specifications,
documentation, and advertising or promotional materials created or provided by Broadnet (the "Broadnet
Interests"). The Broadnet Interests are protected by copyright, trademark, patent, trade secret and other
proprietary rights laws and international treaties. Nothing in this Agreement will transfer to User any rights
in or to the Broadnet Interests except as expressly set forth herein. User will not: (i) sublicense, distribute,
transfer, rent, sell, or in any way transmit the Broadnet Interests without the prior written permission of
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Broadnet; (ii) modify, translate, reverse engineer, decompile, or disassemble all or any portion of the
Broadnet Interests; or (iii) create derivative works from the Broadnet Interests.
5. Confidentiality. As used in this Agreement, "Confidential Information" means all proprietary,
secret or confidential information or data relating to either party and their operations, employees, products
or services, clients, customers or potential customers, and includes the User ID and PIN, Content, recorded
messages, Participant information, financial information, pricing information, procedures, information
concerning business plans or strategy, and the terms of this Agreement. For the avoidance of doubt, any
data, text, images, intellectual property, music, sound files, electronic communications, material or
information provided to User by Broadnet is deemed to be Broadnet's Confidential Information and not
User's Confidential Information.
(a) User and Broadnet acknowledge that each may disclose or learn Confidential
Information about the other and their customers during the course of this Agreement and in connection with
the transactions contemplated hereunder. The party receiving the Confidential Information agrees to: (i)
use it solely for the purposes of carrying out their obligations hereunder; (ii) maintain it in confidence, except
to the extent necessary to carry out the purposes of this Agreement, in which event written confidentiality
restrictions will be imposed upon the parties to whom such disclosures are made; (iii) use at least the same
degree of care in maintaining its secrecy as it uses in maintaining the secrecy of its own confidential
information, but in no event less than a reasonable degree of care; and (iv) to the extent technically feasible,
return, or destroy and confirm the destruction of, all copies, notes, computer memory media and all other
materials containing any portion of the Confidential Information to the disclosing party upon its request
following expiration or termination of this Agreement.
(b) Information will not be considered Confidential Information to the extent, but only to the
extent, that such information: (i) is already known to the receiving party free of any restriction at the time it
is obtained; (ii) is subsequently learned from an independent third party free of any restriction and without
breach of this Agreement; (iii) is or becomes publicly available through no wrongful act of the receiving
party; (iv) is independently developed by the receiving party without reference to any Confidential
Information of the other; or (v) is required to be disclosed by law or order of a court or regulatory authority.
(c) In the event of a suspected or actual unauthorized disclosure of a party's Confidential
Information, the party that disclosed the other party's Confidential Information will promptly notify the other
party that such party's Confidential Information has been disclosed, along with a reasonable summary of
the incident and the extent of the disclosure.
(d) If either party breaches this Section 5, the non -breaching party will suffer irreparable
harm and the total amount of monetary damages for any injury to such party will be impossible to calculate
and therefore an inadequate remedy. Accordingly, the non -breaching party may (i) seek temporary and
permanent injunctive relief against the breaching party or (ii) exercise any other rights and seek any other
remedies to which the non -breaching party may be entitled to at law, in equity and under this Agreement
for any violation of this Section 5.
6. Compliance with Laws and Broadnet Standards of Use. User agrees, represents and
warrants that User and its employees, representatives and agents will comply with the Broadnet Standards
of Use and all applicable international, federal, state and local laws, rules and regulations with respect to
its use of the Broadnet Services, including the Telephone Consumer Protection Act and all Federal
Communications Commission and Federal Trade Commission rules and regulations.
7. Termination. Either party may terminate this Agreement if the other party breaches any material
representation, warranty, obligation or covenant in this Agreement and fails to cure such breach within 30
days after receipt of written notice of the breach. For purposes of this section 7, User's failure to make any
payments when due will constitute a material breach. Either party may terminate this Agreement
immediately upon notice if: (i) the other party makes any assignment for the benefit of creditors; (ii) the
other party becomes insolvent or is unable to pay its debts as they mature in the ordinary course of
business; or (iii) the other party files a petition in bankruptcy or institutes any action under any insolvency
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laws or for reorganization, receivership or dissolution (or has such a petition or action filed against it and
such petition or action is not dismissed or stayed within 60 days). In addition, Broadnet may, in its sole
discretion, terminate this Agreement: (i) immediately upon notice if User breaches the Broadnet Standards
of Use; or (ii) upon 30 days' prior written notice to User for any or no reason at all. Broadnet may suspend
the use of the Broadnet Services by User immediately until any breach of this Agreement or the Broadnet
Standards of Use have been cured. User will remain liable for the payment of any fees for Broadnet
Services incurred prior to the date of termination and any interest and late fees thereon. Sections 2, 3, 4,
5, 8, 9, 12, 13, 14 and 20 will survive expiration or termination of this Agreement for any reason.
8. Indemnification.
(a) User will indemnify, defend and hold harmless Broadnet and its officers, directors,
managers, members, employees, representatives and agents from and against all third party claims for
damages, liabilities, expenses, fines, penalties and costs, including reasonable attorneys' fees, arising from
or related to: (i) any breach of any representation, warranty, covenant or obligation in this Agreement or the
Broadnet Standards of Use by User; (ii) any Content or other information transmitted by User or Participants
through or in connection with the use of the Broadnet Services; (iii) any failure to obtain any necessary or
required consent of a call recipient to call her or him at the phone number(s) provided by User; or (iv) any
harm User may cause to any third party, including infringement or violation of such third party's rights or
any claim by a Participant in User's events of a violation of such Participant's privacy or other rights.
(b) Broadnet will indemnify, defend and hold harmless User and its officers, directors,
managers, members, employees, representatives and agents from and against all third party claims for
damages, liabilities, expenses, fines, penalties and costs, including reasonable attorneys' fees, arising from
or related to: (i) any breach of any representation, warranty, covenant or obligation in this Agreement by
Broadnet; or (ii) any harm Broadnet may cause to any third party, including infringement or violation of such
third party's rights by the Broadnet Services.
(c) The indemnified party may, in its sole discretion and at its own expense, assume the
exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party;
provided, however, that the indemnified party will not enter into any settlement admitting the fault of the
indemnifying party without the indemnifying party's prior written consent. Additionally, each party will
provide reasonable assistance and information to the other party as necessary to defend the claims.
(d) Regardless of any statute or law to the contrary, any claim or cause of action arising
out of or related to the use of the Broadnet Services or to the terms of this Agreement must be made prior
to the earlier of (i) 12 months after the party claiming indemnification becomes aware of the event for which
indemnification is claimed, or (ii) 12 months after the termination or expiration of this Agreement.
9. Disclaimer of Warranties; Limitation of Liability.
(a) THE BROADNET SERVICES ARE PROVIDED BY BROADNET ON AN "AS IS" AND
"AS AVAILABLE" BASIS. BROADNET DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT. BROADNET DOES NOT WARRANT THAT THE
BROADNET SERVICES, SOFTWARE OR WEBSITE WILL BE ERROR FREE, UNINTERRUPTED,
PRODUCE PARTICULAR RESULTS OR ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS, AND USER HEREBY EXPRESSLY WAIVES ANY CLAIMS RELATED TO THE SAME.
(b) IN NO EVENT WILL BROADNET OR ANY OF ITS DIRECTORS, OFFICERS,
MANAGERS, MEMBERS, EMPLOYEES, REPRESENTATIVES OR AGENTS BE LIABLE UNDER ANY
THEORY OF TORT, CONTRACT, INDEMNITY, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY FOR LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OR THE LIKE RELATED TO OR ARISING FROM OR UNDER THIS
AGREEMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES
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REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER BROADNET
OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) THE CUMULATIVE AGGREGATE LIABILITY OF BROADNET FOR ALL LOSSES,
CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES (INCLUDING ANY LIABILITY,
LOSSES, CLAIMS OR DEMANDS FOR INDEMNIFICATION) FOR ANY CAUSE WHATSOEVER AND
REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY WILL BE LIMITED TO THE ACTUAL,
DIRECT OUT-OF-POCKET EXPENSES THAT ARE REASONABLY INCURRED BY USER AND WILL
NOT EXCEED THE AMOUNT OF FEES PAID TO BROADNET BY USER DURING THE 12 MONTHS
IMMEDIATELY PRECEDING THE CLAIM.
10. Force Majeure. In no event will either party be liable with respect to the delay or failure of its
duties and obligations under this Agreement (other than an obligation to pay money) which is attributable
to acts of God, war, terrorism, conditions or events of nature, civil disturbances, work stoppages, equipment
failures, power failures, utility or communication failures, fire or any other act, omission or cause
whatsoever, whether similar or dissimilar to those referred to in this clause, beyond its reasonable control.
In addition, Broadnet will not be responsible for or provide credit for mistakes, omissions, interruptions,
delays, errors or defects in the Broadnet Services caused by User's equipment or the acts or omissions of
User or User's Participants, employees, representatives or agents.
11. Publicity. User hereby grants Broadnet a limited, nonexclusive license to use User's name
and logo (the "User Marks") in promotional materials for purposes of stating that User is a customer of
Broadnet and user of the Broadnet Services. Additionally, User agrees to refer to the Broadnet Services
by using the proper product names, including Vekeo®, Access Live'TM, Surveyor®, BoomeRangTm,
MicroForum®, and other approved Broadnet product names (the "Broadnet Marks") when referencing
User's use of the Broadnet Services. If User live streams or otherwise displays User's events on User's
website, User will not modify or block any portion or functionality of the streaming player or video, including
any branding and/or links back to the Vekeo/Broadnet websites. At Broadnet's request, User will cooperate
with Broadnet to create mutually acceptable press releases, testimonial videos and case studies about
User's events and the Broadnet Services. Broadnet may also use information about User's events in
demonstration sites, presentations, publicity and marketing materials. The parties acknowledge that User
is the owner of the User Marks and all related products and services. Nothing herein will transfer to
Broadnet any ownership or other interest in or to the User Marks, and any and all goodwill associated with
the use of the User Marks will inure to the benefit of User. The parties acknowledge that Broadnet is the
owner of the Broadnet Marks and all related products and services. Nothing herein will transfer to User
any ownership or other interest in or to the Broadnet Marks, and any and all goodwill associated with the
use of the Broadnet Marks will inure to the benefit of Broadnet.
12. Entire Agreement; Amendments. This document (including the Exhibits and Broadnet
Standards of Use) contains the entire agreement between the parties and supersedes any previous
understandings, commitments or agreements, oral or written, with respect to the subject matter hereof. No
modification of or amendment to this Agreement will be effective unless in writing and signed by an
authorized representative of each party; provided, however, that Broadnet may modify, change or amend
the fees for the Broadnet Services, the Broadnet Standards of Use or Broadnet's privacy policy at any time.
13. Waivers. The failure by a party to require performance of any provision or to exercise any
right will not affect that party's right to require performance or exercise such right at any time thereafter, nor
will a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or
default or a waiver of the provision itself.
14. Governing Law. This Agreement and the relationship between User and Broadnet will be
governed by and construed under the laws of the State of Colorado without regard to its conflict of law
provisions.
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15. Assignment. Neither this Agreement nor any rights, duties or obligations under it are
assignable by Broadnet or User, by operation of law or otherwise, in whole or in part, without the prior
written consent of the other party; provided, however, that Broadnet may, without User's consent, assign
this Agreement in the event of a merger, reorganization or sale of Broadnet or substantially all of its assets.
Any purported assignment in violation of this Section will be null and void. Subject to the foregoing, all of
the terms and provisions hereof will be binding upon, and inure to the benefit of, the successors and assigns
of the parties hereto.
16. Relationship of the Parties. This Agreement will not constitute, give effect to or otherwise
imply a joint venture, partnership, agency or formal or informal business organization of any kind. The
parties are acting hereunder as independent contractors.
17. Counterparts; Electronic Delivery. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original but all of which together will constitute one and the
same instrument. Any signature page delivered by facsimile, scanned and delivered by email, or otherwise
transmitted electronically will be binding to the same extent as an original signature page.
18. Use of Broadnet Services Outside the U.S. If User accesses or uses the Broadnet Services
from outside of the United States, allows Participants to access or participate in the use of the Broadnet
Services from outside of the United States, or provides Broadnet with personal or other information of
Participants that reside outside of the United States, then: (i) User does so at User's own risk and is
responsible for compliance with the laws of such foreign jurisdiction; (ii) User acknowledges and agrees
that Broadnet may collect, store, use and disclose Users' and Participants' personal and other information
outside of such person's resident jurisdiction; and (iii) User represents and warrants that User has all
necessary authorization and consent to transfer such personal and other information to Broadnet outside
of such User's or Participant's resident jurisdiction. User acknowledges that United States law may not
provide the same degree of protection for personal and other information that is available in other countries.
19. Notices. Notices required to be given under this Agreement must be sent in writing to the
addresses or email addresses set forth below the signature blocks, and will be deemed effective as follows:
(i) if delivered in person or by courier (including by reputable overnight delivery service), on the date it is
delivered (no signature required); (ii) if sent by certified or registered mail or the equivalent (return receipt
requested), on the date the mail is delivered or its delivery is attempted; or (iii) if sent by email, on the date
the email is delivered. Notwithstanding the foregoing, Broadnet may communicate any notices to User
involving changes to the Broadnet Standards of Use, the Broadnet Services or the fees by posting those
notices on the Broadnet website or through the Broadnet Services. Address or other contact information
of the parties may be updated or changed from time to time by giving notice to the other party as provided
herein.
20. Vekeo.com. The vekeo.com features, terms and conditions described in this section are
deemed part of the Broadnet Services for all purposes under the Agreement.
(a) User will provide the standard information requested by Broadnet to create a User
channel page and post the User's Access Live events on the vekeo.com website (collectively, the
"Materials"). All Materials provided by User in connection with the vekeo.com website will be deemed
Content as defined in this Agreement. User may notify Broadnet in writing at any time that it desires any
portion or all of the User -provided Materials to be removed from the vekeo.com website, and Broadnet will
remove all such Materials from the vekeo.com website as soon as reasonably possible after receipt of such
notice.
(b) The vekeo.com website allows users the ability to subscribe to channels or to register
for events. If a user authorizes User to contact the user, then Broadnet will provide to User the contact
information provided by such user, which may include a name, telephone number and/or email address,
and the type of contact authorized by the user. User wilt only contact a user in the manner and for the
purposes authorized by such user. All user information provided to User may be used by User solely for
the purposes authorized by the user and in accordance with all applicable laws and regulations. If a user
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revokes his/her authorization for User to contact the user, then Broadnet will notify User of such revocation
and User will promptly cease any further contact with such user (and will be fully liable and responsible for
failing to cease any further contact) based on the user's authorization received through the vekeo.com
website.
(c) Broadnet reserves the right, in its sole discretion, to (i) remove User's Materials from
the vekeo.com website at any time, with or without prior notice to User, (ii) modify, disable or take down the
vekeo.com website, or otherwise modify or terminate the vekeo.com features and functionality at any time,
with or without prior notice to User, and (iii) change or implement fees or charges for any or all of the
vekeo.com features and functionality upon 30 days' prior written notice to User.
User and Broadnet each represent to the other that each is duly organized and has the full right, power and
authority to enter into this Agreement and to perform its respective obligations hereunder. The parties to
this Agreement have caused it to be executed by their duly authorized officers as of the Effective Date.
Broadnet Teleservices, LLC
By:
LQ.l l,4 to Tex' l7(t v1
Printed Name:
Title:
U'Lf
Weld County, CO
By:
Printed me: Mike Freeman, Chair
of Weld County
Title: Ccamdissioners
Date Signed: `t • `2 ' 2O Date Signed:
Addresses for Notices:
Michael Davis
Executive Vice President
1805 Shea Center Drive, Suite 160
Highlands Ranch, CO 80129
email: mdavis(a)broadnet.com
APR 2 9 2020
Addresses for Notices (Please Complete):
email:
Page 7 of 17
ozo ,,/02-4.°v
APPROVED A BSTANCE:
El a icia or Department Head
APPRAEE23 F
Controller
APPROVED AS TO FORM:
County Attorney
All information regarding Broadnet's fees and charges is considered confidential and proprietary to Broadnet.
Pricing information is for the sole use of the intended recipient.
EXHIBIT A
SERVICES AND FEES
BoomeRangT"" and Surveyor® Services Schedule
I. Service Description
Boomerang® is a web based automated notification system that allows users to record a message and deliver that
notification to recipients over the phone. Surveyor® is an automated interactive voice response survey platform that
enables the user to build and distribute surveys to deliver over the phone.
II. Fees:
1) Boomerang"' and Surveyor®
MI
Description/Duration
Per Connect Price
1-30 second messages
$0.05
31-45 second messages
$0.07
46-60 second messages
$0.09
61-75 second messages
$0.11
76-90 second messages
$0.13
91 second and over messages
Per quote
TM
U) fUUILIVflag ...vn.c•w..y ....v..... ...,.... . � —
Description
— -----
Price
Survey questions / items
$0.05 per question played*
Inbound poll minutes
$0.05 per minute
Real-time transfers
$0.07 per minute
Surveyor Poll Construction
$10.00 per item built and/or recorded
Surveyor Managed Broadcast
$50
Surveyor Report Configuration Assistance
$100
Surveyor Poll Construction Weekend Surcharge
$250
*Intro and Outro sound flies are billable items
III. Additional Terms and Conditions
• Minimum charges: $25.00 for each BoomeRangTm/Surveyor® broadcast.
• The lead time needed by Broadnet varies by event type and Broadnet Service, so User must contact the
Broadnet Care Team for specific information.
• Pricing includes the contiguous 48 United States, the District of Columbia and Canada (except the 867 area
code). Pricing for Alaska, Hawaii, the 867 area code, and international is available upon request.
• Broadnet may refuse broadcasts that will wholly affect cost structure as it pertains to termination access (e.g.,
call termination mixes exceeding 20% to non-RBOC "Regional Bell Operating Companies" terminating LATA's
"Local Access and Transport Areas").
• Broadnet may change, modify, enhance or terminate any Broadnet Services and related features and
functionality at any time, with or without prior notice to User.
• Broadnet may modify or increase any fees or charges upon 30 days' prior written notice to User; provided,
however, that if Broadnet receives less than 30 days' notice of an increase from a third party telecom or service
provider, then Broadnet can increase any fees or charges upon prior written notice to User.
• For any services performed or provided by Broadnet at User's direction which are neither set forth in this
Agreement nor covered by a separate agreement, User will pay Broadnet for such services at Broadnet's
then -current standard rates.
Page 8 of 17
All information regarding Broadnet's fees and charges is considered confidential and proprietary to Broadnet.
Pricing information is for the sole use of the intended recipient.
Access Live TM Event Services Schedule
1. Service Description
Access Live events allow users to conduct conversations over the telephone with live streaming audio and/or video to
multiple destinations including websites and social media platforms. Access Live offers a variety of features and
services designed to increase awareness before, during and after the event. There are two types of Access Live
events: Basic and Total. Basic Access Live provides the core conferencing platform and basic audio streaming and
allows the user to purchase additional features and services al a carte. Total Access Live includes a package of
discounted features and services.
II. Fees:
1) Access LiveT"' Event Services
G) QVG111.0
Basic Access Live
Total Access Live
Outbound List Size
Flat Rate Price
Flat Rate Price
Included Inbound
Minutes#
Access Live Event
Time Included
1-2,500
$750.00
$1,050.00
750
60 minutes
2,501-5,000
$1,800.00
$2,800.00
750
60 minutes
5,001-10,000
$2,250.00
$3,400.00
1,500
60 minutes
10,001-20,000
$2,550.00
$3,900.00
3,000
60 minutes
20,001-30,000
$3,000.00
$4,600.00
4,500
60 minutes
30,001-40,000
$3,750.00
$5,475.00
6,000
60 minutes
40,001-50,000
$4,350.00
$6,330.00
7,500
60 minutes
50,001-60,000
$5,025.00
$7,200.00
9,000
60 minutes
60,001-70,000
$5,700.00
$8,000.00
10,500
60 minutes
70,001-80,000
$6,450.00
$9,000.00
12,000
60 minutes
80,001-90,000
$7,200.00
$10,000.00
13,500
60 minutes
90,001-100,000
$7,800.00
$10,800.00
15,000
60 minutes
100,001-150,000
$13,880.00
$19,900.00
23,000
90 minutes
150,001-200,000
$18,500.00
$26,400.00
25,000
90 minutes
200,001-250,000
$23,250.00
$33,100.00
31,250
90 minutes
250,001-300,000
$27,875.00
$39,500.00
37,500
90 minutes
300,001-400,000
$37,125.00
$52,500.00
50,000
120 minutes
400,001-500,000
$46,500.00
$65,600.00
62,500
120 minutes
500,001+
Per Quote
Per Quote
Per Quote
Per Quote
Included Features
Outbound Dialing
X
X
Streaming Audio with
slides
X
X
Website Integration
X
X
Outbound Pre -call*
X
Inbound minutes**
X
Pro Screeners (2)
X
Captioning
X
Custom Promotion Plan
X
Post Event Social Center
Services
X
Moderator _
X
Page 9 of 17
All information regarding Broadnet's fees and charges is considered confidential and proprietary to Broadnet.
Pricing information is for the sole use of the intended recipient.
* Outbound pre -call is to the same list as the Access Live event and up to 60 seconds in length.
**Additional inbound minutes will be billed at the rate listed below in additional Access Live Services.
b Additional Access Live"' Services
Description
Price
Inbound only Access Live Event
$250.00 set-up fee
inbound minutes
$0.12 per minute
Real-time transfers
$0.12 per minute
Custom Music Hold
$100.00 per event
Custom Caller ID
$100 / Year Subscription
Full event transcription
$250.00 for events up to 60 minutes; or
$300.00 for events up to 90 minutes
Post -call voice mail transcription
$2.00 per voice mail
Pro Screening
$100.00 per person (Screeners are available for 1 hour
from scheduled start time)
Moderator
$500.00 per person (Moderators are available for 1
hour from scheduled start time)
Closed Captioning
$300.00/hour -1 hour minimum 115 -minute increments
Custom Promotion Plan
$300 per plan
Additional event time
25% of flat rate for each additional 25% of included
Access Liven° event time
Event cancellations
$100.00 if within 24 hours of scheduled time; or
$500.00 if within 1 hour of scheduled time; and
Additional charges apply for lists over 100,000 and for
events scheduled on Saturday or Sunday
tll. Additional Terms and Conditions
• The lead time needed by Broadnet varies by event type and Broadnet Service, so User must contact the
Broadnet Care Team for specific information.
• Pricing includes the contiguous 48 United States, the District of Columbia and Canada (except the 867 area
code). Pricing for Alaska, Hawaii, the 867 area code, and international is available upon request.
• Broadnet may refuse broadcasts that will wholly affect cost structure as it pertains to termination access (e.g.,
call termination mixes exceeding 20% to non-RBOC "Regional Bell Operating Companies" terminating LATA's
"Local Access and Transport Areas").
• Broadnet may change, modify, enhance or terminate any Broadnet Services and related features and
functionality at any time, with or without prior notice to User.
• Broadnet may modify or increase any fees or charges upon 30 days' prior written notice to User; provided,
however, that if Broadnet receives less than 30 days' notice of an increase from a third party telecom or service
provider, then Broadnet can increase any fees or charges upon prior written notice to User.
• For any services performed or provided by Broadnet at User's direction which are neither set forth in this
Agreement nor covered by a separate agreement, User will pay Broadnet for such services at Broadnet's
then -current standard rates.
Page 10 of 17
AU information regarding Broadnet's fees and charges is considered confidential and proprietary to Broadnet.
Pricing information is for the sole use of the intended recipient.
Streaming Services Schedule
L Service Description
Streaming services allow the user, with the support of a Broadnet event specialist, to conduct events with audio
streaming and slides. Participants may also view the stream and participate by typing in questions and answering poll
questions.
1) Streaming Audio Events. Broadnet shall provide audio streaming services for a "Streaming Audio Event".
All Streaming Audio Events include:
• 10 minutes pre -event quality check
• 1 hour of live streaming time where the audio is obtained from the phone via
platform
• A suitable player background image
• Functionality to display user slideshows in the streaming player. Slides may be
or zipped image file archive.
• An audio recording to be available at the end of the event
the Broadnet Access Live""
uploaded in Powerpoint, pdf,
2) Custom Streaming Services. Broadnet also offers custom streaming services for broadcasting User town halls,
telephone town halls, and small panel discussions where the event requires the aid of an audio system, on -site
producers, or simulcast to alternative social media platforms (each, a "Custom Streaming Event"). Planning and
preparation requirements for Custom Streaming Events are dependent on the technology to be used. User must
contact its designated Broadnet service provider or account manager to schedule Custom Streaming Events. Custom
Streaming Events are subject to additional fees for which Broadnet shall provide an estimate upon User's request.
II. Requirements
1) Minimum Requirements.
• Streaming Event Requirements:
o Audio only
■ Speakerphone and computer with modern web browser
2) Additional Obligations. 72 hours' notice is required for events anticipating more than 10,000 streaming
participants.
III. Fees:
1) Streaming Services
Services
Price
Streaming Audio Event (Including Slideshow)
$495/event
Streaming Video Event (1 Hour)
$750/Host Site
Custom Streaming Event
Call for Quote
Options
Price
Custom Promotion Plan
$300/event
Closed Captioning
$300/hour
Additional Streaming Hours
$250/hour
Page 11 of 17
All information regarding Broadnet's fees and charges is considered confidential and proprietary to Broadnet.
Pricing information is for the sole use of the intended recipient.
III. Additional Terms and Conditions
• Stream quality is determined by a Participant's computer software and network connection, and thus Broadnet
cannot guarantee the quality of a particular Participant's streaming experience. Broadnet will use commercially
reasonable efforts to work with User to ensure a quality video streaming services.
• Streaming services require robust Wi-Fi/LTE connections. Broadnet will work with User to assess the location
of the video streaming services event to measure confidence in the connection. However, the Wi-Fi/LTE
connection reliability may change. Broadnet reserves the right to revert to an audio streaming event that only
requires a speakerphone on site.
• Broadnet may change, modify, enhance or terminate any Broadnet Services and related features and
functionality at any time, with or without prior notice to User.
• Broadnet may modify or increase any fees or charges upon 30 days' prior written notice to User; provided,
however, that if Broadnet receives less than 30 days' notice of an increase from a third party telecom or service
provider, then Broadnet can increase any fees or charges upon prior written notice to User.
• For any services performed or provided by Broadnet at User's direction which are neither set forth in this
Agreement nor covered by a separate agreement, User will pay Broadnet for such services at Broadnet's
then -current standard rates.
Page 12 of 17
All information regarding Broadnet's fees and charges is considered confidential and proprietary to Broadnet.
Pricing information is for the sole use of the intended recipient.
MicroForum® Services Schedule
I. Service Description
MicroForum® is a reservation -less conference platform providing users with the ability to conduct conference call
events. The platform allows up to 500 participants via dial in and up to 1000 participants via dial out.
II. Fees:
1) MicroForum® Services
Description
Price
Outbound Messages (maximum of 1,000)
$0.09 per connect and $0.09 per participant minute
Inbound participation calls (maximum of 500)
$0.09 per minute
Pro Screening
$100 per person (Screeners are available for 1 hour
from scheduled start time)
III. Additional Terms and Conditions
• Minimum charges: $25.00 for each MicroForum® event.
• MicroForum is a self-service platform and initial training is limited to 2 hours. Additional support or training
may incur additional fees.
• Pricing includes the contiguous 48 United States, the District of Columbia and Canada (except the 867 area
code). Pricing for AK, HI, the 867 area code and international is available upon request.
• Broadnet may refuse broadcasts that will wholly affect cost structure as it pertains to termination access (e.g.,
call termination mixes exceeding 20% to non-RBOC "Regional Bell Operating Companies" terminating LATA's
"Local Access and Transport Areas").
• Broadnet may change, modify, enhance or terminate any Broadnet Services and related features and
functionality at any time, with or without prior notice to User.
• Broadnet may modify or increase any fees or charges upon 30 days' prior written notice to User; provided,
however, that if Broadnet receives less than 30 days' notice of an increase from a third party telecom or service
provider, then Broadnet can increase any fees or charges upon prior written notice to User.
• For any services performed or provided by Broadnet at User's direction which are neither set forth in this
Agreement nor covered by a separate agreement, User will pay Broadnet for such services at Broadnet's
then -current standard rates.
Page 13 of 17
All information regarding Broadnet's fees and charges is considered confidential and proprietary to Broadnet.
Pricing information is for the sole use of the intended recipient.
Vekeo.com Services Schedule
1. Service Description
Vekeo.com is a website destination and content repository that users may utilize to promote and highlight their
Streaming and Access Live events. The platform allows for consumers to leam about upcoming events and provide
contact information along with consent to be contacted for one event or all events hosted by the channel owner. The
user may also elect to have live streaming appear on the Vekeo.com channel when an event is live. After the event
takes place the user may elect to have content from the event such as a description of the event, full event audio or
video and audio highlights added to their channel.
II. Requirements
1) User will provide the information requested by Broadnet to create a User channel page and post the User's events
on the vekeo.com website (collectively, the "Materials").
III. Fees:
1) Vekeo.com Pricing
Vekeo.com is included with Total Streaming and Access Live events.
IV. Additional Terms and Conditions
• The lead time needed by Broadnet varies by event type and Broadnet Service, so User must contact the
Broadnet Care Team for specific information.
• All Materials provided by User in connection with the vekeo.com website will be deemed Content as defined
in this Agreement. User may notify Broadnet in writing at any time that it desires any portion or all of the User -
provided Materials to be removed from the vekeo.com website, and Broadnet will remove all such Materials
from the vekeo.com website as soon as reasonably possible after receipt of such notice.
• The vekeo.com website allows Participants the ability to subscribe to channels or to register for events. If a
Participant authorizes User to contact the Participant, then Broadnet will provide to User the contact
information provided by such Participant, which may include a name, telephone number and/or email address,
and the type of contact authorized by the Participant. User will only contact a Participant in the manner and
for the purposes authorized by such Participant. All Participant information provided to User may be used by
User solely for the purposes authorized by the Participant and in accordance with all applicable laws and
regulations. If a Participant revokes his/her authorization for User to contact the Participant, then Broadnet
will notify User of such revocation and User will promptly cease any further contact with such Participant (and
will be fully liable and responsible for failing to cease any further contact) based on the Participant's
authorization received through the vekeo.com website.
• Broadnet reserves the right, in its sole discretion, to (i) remove User's Materials from the vekeo.com website
at any time, with or without prior notice to User; (ii) modify, disable or take down the vekeo.com website, or
otherwise modify or terminate the vekeo.com features and functionality at any time, with or without prior notice
to User; and (iii) change or implement fees or charges for any or all of the vekeo.com features and functionality
upon 30 days' prior written notice to User; provided, however, that if Broadnet receives less than 30 days'
notice of an increase from a third party telecom or service provider, then Broadnet can increase any fees or
charges upon prior written notice to User.
• For any services performed or provided by Broadnet at User's direction which are neither set forth in this
Agreement nor covered by a separate agreement, User will pay Broadnet for such services at Broadnet's
then -current standard rates.
Page 14 of 17
Short Messaging Services (SMS) Schedule
I. Service Description
Text Messaging allows users to send a unique, personalized text message. Create informative messages, regarding
specific business, with customizable content. Each message may include a link to a website or registration form, the
recipient's name, and a way to opt out.
II. Fees:
1) Text Messaging: Outbound and Inbound
Text Message Length
Price Per Text
0 —160 Characters
$0.03
161 — 320 Characters
$0.06
321 — 480 Characters
$0.09
2) Additional Text Messaging Fees
Description
Price
Account set-up fee
$100.00 one-time fee
Minimum Charge per broadcast
$150.00 per broadcast
Per broadcast surcharge for all responses
10% of list size at $0.03
Ill. Additional Terms and Conditions:
• User must contact the Broadnet Customer Care Team a minimum of one business day prior to the
requested launch date of each text messaging campaign or broadcast.
EXHIBIT B
Page 15 of 17
BROADNET STANDARDS OF USE
Any person or entity using the Broadnet Services (a "User") will not use the Broadnet Services for any
purpose or in any manner that: (i) is in violation of any applicable local, state, federal or foreign laws, rules
and regulations, including the Telephone Consumer Protection Act and all FCC and FTC rules and
regulations; (ii) is prohibited by the User Agreement or these Broadnet Standards of Use; or (iii) interferes
in any way with Broadnet's or any other user's use and enjoyment of the Broadnet Services. Broadnet
retains the right to suspend or immediately terminate User's access to the Broadnet Services if User's
conduct is found by Broadnet in its sole discretion to be inconsistent with the letter and spirit of the User
Agreement or these Broadnet Standards of Use.
Without limiting the foregoing, User agrees, represents and warrants to Broadnet that:
• User will not use, or attempt to use, the Broadnet Services to transmit any information that may
be considered unlawful, harassing, defamatory, threatening, obscene, hateful, offensive,
inappropriate, undesirable or invasive of another person's privacy or proprietary rights;
• User will not offer for sale, advertise, promote or encourage the purchase or rental of any goods
or services or otherwise conduct telemarketing or telephone solicitations through or in
connection with the use of the Broadnet Services;
• User will not conduct any lotteries, contests or sweepstakes through or in connection with the
use of the Broadnet Services;
• User will not use, or attempt to use, the Broadnet Services to initiate a call (or instruct Broadnet
to initiate a call on User's behalf) to any phone number for which User has not obtained any
and all necessary and required consent of the call recipient to call her or him at that phone
number;
• User will not engage in activity that could damage, disable or overburden the Broadnet Services
or place spyware, adware, malware, computer viruses or other programs, files or code
designed to interrupt, destroy, gain access to or limit the functionality of any computer software
or hardware or telecommunications equipment onto the Broadnet website or which distributes
such malware through the Broadnet website, services or products to others;
• User will not transmit, or attempt to transmit, any material that may infringe the contractual,
confidentiality, proprietary, intellectual property or other rights of third parties, including
trademark, copyright, trade secret, privacy or proprietary rights;
• User will not impersonate, or attempt to impersonate, any other person, falsify contact
information, misrepresent a relationship with any person or entity, including misrepresenting a
relationship with Broadnet, or otherwise attempt to mislead others as to the identity of the
sender or the origin of a message;
• User will not use the Broadnet Services to commit fraud or make any false representations of
facts or circumstances, misstatements or in any way mislead others;
• User will not resell or distribute, or attempt to resell or distribute, the use of the Broadnet
Services without the prior written consent of Broadnet:
• User will not interfere with, or attempt to interfere with, or disrupt connections to the Broadnet
Services or violate the regulations, policies or procedures of such connections;
• User will not redistribute any content of the Broadnet website or the Broadnet Services in any
manner whatsoever including by means of printed publication, fax, web pages, e-mail or any
other electronic or paper based methods. The foregoing prohibitions expressly include screen
scraping or any other practice or activity whose purpose is to obtain lists of data or content,
portions of data or databases or other lists or information from the website or the Broadnet
Services in any manner not specifically authorized in writing by Broadnet;
• User will not attempt to gain unauthorized access to the Broadnet Services, other accounts,
computer systems or networks connected to the Broadnet Services; and User has retained
legal counsel to advise User regarding compliance with all applicable local, state and federal
laws, rules and regulations.
EXHIBIT C
Page 16 of 17
"POWERED BY BROADNET" LOGO AND BROADNET MARKS
"Powered by Broadnet" logo
BROADNET
"Access Live" logo
Ac?-
"Surveyor" logo
SS
SURVEYOR
Broadnet Product Marks
BOOMERANG."'" or BoomeRangTM
MICROFORUM® or MicroForum®
ACCESS LIVET"' or Access Liven'
VEKE0® or Vekeo®
SURVEYOR® or Surveyor®
Broadnet Other Marks
BROADNET® or Broadnet®
WE GET THE WORLD TALKING® or We Get the World Talking®
Page 17 of 17
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