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CONFIDENTIAL PROPOSAL FOR
Weld County
June 26 , 2020
This proposal is valid until July 31 , 2020
PROPRIETARY AND CONFIDENTIAL INFORMATION BELONGING TO ALERTMEDIA, Inc.
This document and the information contained herein contains trade secrets, confidential and ((C ,}
proprietary information belonging exclusively to AlertMedia, Inc. ("AlertMedia") . The recipient •
hereof agrees : to maintain the confidentiality of this document and the information contained
herein and therefore agrees not to disclose the contents to any third party; within the recipient's
organization to only share this information with persons employed by such organization with a
need to know ; to only use this document and the information contained herein to assess the
products and services to be provided by AlertMedia ; and to return or destroy all copies of this
document upon request by AlertMedia.
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2 INTRODUCTION 0 ! *The team at AlertMedia is pleased to present you with this proposal , and we are excited to have
the opportunity to work with your organization and help protect your people .
SafeSignal provides your lone workers a "zero button " safety solution that establishes a direct
connection to law enforcement and an immediate response plan during an emergency. Your
people can use a timer or panic button to activate an alarm and send a distress signal to our
Monitoring Team , all from their smartphone — requiring no investment or reliance on hardware
The AlertMedia monitoring center is staffed 24 hours a day, 7 days a week , 365 days a year. This
team responds to distress signals by immediately dispatching local law enforcement and/or by
following your action plan -- customized to meet your organization's needs .
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I_,eading organizations use AlertMedia to keep their lone workers safe,
while improving employee safety confidence and reducing turnover .
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Confidential AlertMedia Proposal for Weld County Page 2 of 4
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3 UMMARYQUOTE
ALERTMEDIA'S SAFESIGNAL APP AND MONITORING SERVICES
Dedicated Customer Success Manager, Account Setup, and Training
We assign you an experienced, dedicated Customer Success Manager to setup your account , 1/
train your people, and ensure ongoing success.
24/7/365 Access to AlertMedia 's Monitoring Team
Our team of trained monitoring professionals will monitor your people and react to distress signals V
within seconds, regardless of the time, day , or location of your people .
4
Mobile App for iOS and Android
Your people will download the SafeSignal by AlertMedia mobile app on their updated iOS and 1
Android mobile phones, allowing them to signal for help.
Multiple Session Types to Support Your Monitoring Need
Your people can signal for help from their mobile phone by using a time-based session or by
activating the panic button within the SafeSignal by AlertMedia mobile app at any time.
Direct Connection to Law Enforcement
When your people signal for help, AlertMedia 's Monitoring Team will immediately dispatch local
law enforcement to the scene.
Custom Action Plans
AlertMedia will work with you to establish a Custom Action Plan(s) (outside of calling law f
enforcement) that our Monitoring Team will follow upon receipt of a distress signal .
Incident Summary Reports and Dashboard Access
Access the AlertMedia Dashboard to run and export reports with time-stamped incident details to
see how we monitor your people and protect them during emergencies.
ADDITIONAL PREMIUM FEATURES
Threat Assessment & Warnings
Our impact assessment engine continuously monitors for threats around the world, calculating the
proximity of those threats to your people, locations, and assets. You will see impact details for Not Included
each threat, as well as receive notifications as they occur via email, app push , and/or text.
Emergency Communication Software
Use AlertMedia to securely and reliably deliver messages within seconds to any-sized audience
over any device. Send two-way communications over text message, voice call, mobile app push , Not Included
email , and other channels to keep your people safe and informed .
Important Notes
• As an AlertMedia customer, you will be assigned an Customer Success Manager to assist with setup ,
training , and ongoing assistance .
• The SafeSignal by AlertMedia app and monitoring services are only available on the most recent iOS and
Android smartphones with updated versions of their operating systems.
• The scope of this project does not include any additional custom development/programming work beyond
the features described in this proposal
Confidential AlertMedia Proposal for Weld County Page 3 of 4
• •
4 CUSTOMER ACCEPTANCE FORM (« ! �)
Please sign this page and return the entire proposal to : veronica . martinez@alertmedia. com
One-Time Setup Fee: [ ] $ 1 , 500 (Waived if signed by July 31 , 2020)
Subscription Price : [ ] $720 $650/month ( Includes July Discount)
( Please select one)
[ ] $7,800 $7,410/year ( Includes July Discount + 5% Annual Payment
Discount)
Number of Included Up to 100 People
People :
Additional people : Customer can add additional people at a rate of $4. 79
per month per person . The number of people will be calculated each
month to determine if there will be additional fees.
•
Number of Included Total Action Plans : 3
Action Plans :
AlertMedia will work with Customer to define Action Plans (in addition to
calling law enforcement) .
Term : 1 Year
Acceptance
Please sign and date this Customer Acceptance Form to indicate your acceptance of this Proposal
as an authorized representative of Customer. Your AlertMedia account will be activated within 24
hours of returning this page to AlertMedia . Payment will be due net-30 days from the date of
acceptance of this proposal . This Customer Acceptance Form is governed by the Terms of
Service attached hereto .
ACCEPTED on the 2,4ft- _ DAY of SAJ , 2020
Weld County
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Confidential AlertMedia Proposal for Weld County Page 4 of 4
These Terms of Service, together with the Quote Summary and Customer Acceptance Form (collectively, the
"Agreement"), govern Customer's and Customer's Authorized Users' acquisition and use of Alert Media's
Services
Acceptance By entering into a Customer Acceptance form or otherwise using the Services, the Customer's
signatory or user of the Services agrees on behalf of the Customer entity entering into this Agreement
("Customer") to be bound by this Agreement as of that date (the "Effective Date") and represents he or she has
the power and authority to enter into this Agreement on behalf of Customer In the event Customer submits a
purchase order to Alert Media, any terms and conditions contained therein are rejected and the use of the
Services is bound only by this Agreement
1 Defined Terms
"Affiliate" means a person or entity that owns, is owned by, or is under common control with a party, and
"control" in this definition means that a person or entity owns more than 50% of the equity interest of any
entity and/or has the ability to control the management of such entity
"Alert Media" or "AlertMedia" means Alert Media, Inc , a Delaware corporation
"Authorized Users" means individuals who are authorized by Customer to use the Services, including those who
have been supplied user identifications and passwords by Customer Authorized Users may include the
employees, consultants, contractors, agents, or other designees of Customer and its Affiliates, but shall not
knowingly include any employee or agent of any Alert Media competitor
"CCPA" means the California Consumer Privacy Act (as amended)
"Customer Acceptance Form" or "Quote Summary" means a document issued by Alert Media and executed or
otherwise agreed upon by authorized representatives of the Customer which specifies, among other things and
as applicable, a description of the Services, the Fees, payment terms, and any other details specifically related to
the Services
"Customer Data" means all information and data (including text, images, photos, videos, audio, and documents)
or any other content in any media and format provided or made available to Alert Media by or on behalf of
Customer in relation to the use of the Services, including Customer Personal Information
"Customer Personal Information" means Personal Information that Alert Media collects, receives and/or
otherwise processes pursuant to its provision of the Services to Customer
"Personal Information" means information that directly or indirectly identifies, could be used to identify, or is
otherwise reasonably linked or linkable to an individual, it includes information defined as "personal
information" or "personal data" under applicable privacy and data protection laws, including the CCPA
"Services" means Alert Media's proprietary critical event communications platform and associated applications,
and any additional products and services that are ordered by Customer pursuant to a Customer Acceptance
Form or otherwise
Capitalized terms not otherwise defined above are defined elsewhere in the Agreement
2 Alert Media Services
(a) Services During the Term, and subject to the terms and conditions of this Agreement, Alert Media shall
provide the Services to Customer and its Authorized Users as indicated on the Customer Acceptance Form solely
for Customer's internal business purposes
(b) Service Level The Services shall include access to Alert Media's proprietary platforms, on a monthly
subscription basis, with an availability equal to or greater than 99 9% ("Availability Commitment"), except for (a)
planned downtime (of which Alert Media shall give reasonable advance, notice), and (b) unavailability caused by
a force majeure event If Alert Media fails to meet the Availability Commitment in any consecutive two -month
period, Alert Media will, upon request, refund Customer 50% of the pro -rata amount of fees paid by Customer
during those two months
(c) Protection of Customer Data Alert Media will maintain reasonable administrative, physical, and technical
safeguards designed to protect the security, confidentiality and integrity of Customer Data Those safeguards
will include measures designed to prevent unauthorized access, use, modification or disclosure of Customer
Data, provided that Alert Media may use or disclose Customer Data (a) to provide the Services and prevent or
address technical problems, (b) as compelled by law, or (c) as permitted by Customer
(d) Third Party Content Alert Media may include third party content, such as alerts or threats from the National
Weather Service, local municipalities, counties, governmental agencies, and other third parties upon opt -in from
a Customer and/or its Authorized Users ("Third Party Content") Alert Media does not verify the accuracy of any
Third Party Content Alert Media makes no representation or warranty regarding such Third Party Content and
assumes no liability for the delivery, or failure to deliver relevant Third Party Content
(e) Acceptable Use of the Services
1 Customer shall (i) be responsible and liable for its, its Affiliates' and their Authorized Users'
compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity, and legality
of Customer Data and the means by which it acquired or generated Customer Data, (iii) prevent
unauthorized access to or use of the Services, including not permitting any third party to access or use
its user name, password, or account for the Services, (iv) be solely responsible and liable for all activity
conducted through its account by its Authorized Users in connection with the Services, (v) promptly
notify Alert Media if Customer becomes aware of or reasonably suspects any security breach, including
any loss, theft, or unauthorized disclosure or use of Customer's (or any Authorized User's) user name,
password, or account, and (vi) use the Services only in accordance with applicable laws and government
regulations
2 Except to the extent such restrictions are prohibited by applicable law, Customer shall not (i) use the
Services to store or transmit any content, including Customer Data, that may be infringing, defamatory,
threatening, harmful, or otherwise tortious or unlawful, including any content that may violate
intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited
messages in violation of applicable law, (ii) upload to, or transmit from, the Services any data, file,
software, or link that contains or redirects to a virus, Trojan horse, worm, malware, spyware, malicious
code, time bomb, software lock, or other harmful component, (iii) use the Service to send, or initiate the
sending of, any promotional material (including any material which may be considered "junk" or
"spam") or any other solicitation, (iv) attempt to modify, copy or otherwise reproduce, create a
derivative work of, reverse engineer, de -compile, hack, disable, interfere with, disassemble, copy, or
disrupt the integrity or the performance of the Services, in whole or in part, for any third -party use of
the Services, or any third -party data contained therein, (v) use the Services to build a competitive
product or service or copy any ideas, features, functions, or graphics of the Services, (vi) attempt to gain
unauthorized access to the Services or its related systems or networks, (vii) use the Services for any
activity unrelated to the purpose of the Services or that differs significantly from the authorized use of
the Services set forth in the Customer Acceptance Form ("Planned Use"), (viii) use the Services to
replace typical non -emergency or non -critical communications systems (i e non -emergency conference
call systems) for widespread regular use unrelated to critical communications, or (ix) authorize, permit,
or encourage any third party to do any of the above
(f) Suspension Alert Media may immediately suspend or terminate Customer's use of the Services and this
Agreement to prevent any harm to Alert Media's network, its business, or its other customers based on
Customer's misuse or alleged misuse of the Services, including in violation of this Agreement
3 Fees for Services
(a) Fees Customer will be charged for the use of the Services at the rates and frequency set forth on the
Customer Acceptance Form, and Customer is responsible for all fees and expenses as set forth therein (the
"Fees") Unless otherwise set forth in the Customer Acceptance Form, Customer will pay all undisputed Fees due
to Alert Media within thirty (30) days of the receipt of an invoice Beginning with the first Renewal Term, and on
each subsequent Renewal Term during the Term of this Agreement, the then -current Fees for the Services shall
increase by 3 9%
(b) Late Fees Alert Media may, in its sole discretion, charge a late fee on delinquent payments at the lesser of (i)
the maximum amount chargeable by law, or (ii) one percent (1%) per month from the date such payment was
due until the date paid, provided that Alert Media notifies Customer of any delinquent amounts outstanding
(c) Taxes The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature
Customer is responsible for paying all Taxes associated with the subscription to the Services, except for Taxes
based solely on Alert Media's net income If Alert Media has the legal obligation to pay or collect Taxes for which
Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer,
unless Customer provides Alert Media with a valid tax exemption certificate authorized by the appropriate
taxing authority
4 Intellectual Property Rights
(a) Customer Data Customer and its Authorized Users shall retain all right, title, and interest in and to the
Customer Data and all intellectual property rights therein For the purpose of supporting Customer's use of the
Services, providing Services to Customer, and providing notifications to Authorized Users, Customer hereby
grants Alert Media a limited, worldwide, non-exclusive, non -transferable (except as set forth in Section 12(a))
license to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and
index the Customer Data Subject only to the limited license expressly granted herein, nothing in this Agreement
will confer on Alert Media any right of ownership or interest in the Customer Data or the intellectual property
rights therein
(b) Usage Data Customer shall own all right, title, and interest in and to any data that is collected by Alert Media
from Customer or its Authorized Users in connection with the use of and interaction with the Services ("Usage
Data") Customer grants to Alert Media a limited, non-exclusive, non -transferable (except as set forth in Section
12(a)), non-sublicensable, royalty -free license to use such Usage Data in order to provide the Services to
Customer, and as necessary to monitor and improve the Services Additionally, Customer agrees that Alert
Media may use the Usage Data to collect, develop, create, extract or otherwise generate statistics and other
information and to otherwise compile, synthesize, and analyze such Usage Data ("Blind Data") Notwithstanding
anything in this Agreement to the contrary, to the extent that Alert Media collects or generates Blind Data, such
Blind Data will be owned solely by Alert Media and may be used for any lawful business purpose without a duty
of accounting to Customer, provided that such Blind Data is not Personal Information and the source of such
Blind Data is not identifiable
(c) Alert Media Services Alert Media shall retain and own all proprietary rights in and to all of Alert Media's
intellectual property, including but not limited to all Alert Media Services, including any updates, modifications,
and enhancements, and any other services provided hereunder and all software, source code, trademarks,
service marks, and other intellectual property rights associated therewith Customer may provide feedback to
Alert Media concerning the functionality and performance of the Services ("Feedback") from time to time and
Customer hereby assigns and agrees to assign all of its right, title, and interest in and to such Feedback to Alert
Media All of the foregoing shall belong exclusively to Alert Media, with Alert Media having the sole right to
obtain, hold and renew in its own name, patents, copyrights, trademarks, trade secrets, registrations and/or
other appropriate protection
(d) Names and Trademarks Alert Media may, for the sole purpose of marketing its products, use the names,
trademarks and other logos ("Marks") of Customer in its list of customers (including on its website and on other
marketing materials), provided any such use will be in accordance with the Customer's standard usage
guidelines relating to its Marks
5 Confidentiality and Privacy
(a) Customer acknowledges that the Services, the terms of this Agreement, and any other proprietary or
confidential information provided by Alert Media constitutes Alert Media's valuable proprietary information and
trade secrets and constitutes Alert Media's Confidential Information Customer's Data, Usage Data, and any
other proprietary or confidential information provided to Alert Media by Customer shall constitute Customer's
Confidential Information Except as required by Colorado Open Records Act (CORA) C R S § 24-72-201 to 206,
each party agrees to preserve the confidential nature of the other's Confidential Information by retaining and
using it in trust and confidence, solely for its internal use except as provided herein, and by using the same
degree of protection that such party uses to protect similar proprietary and confidential information, but in no
event less than reasonable care Each party shall have the right to seek an injunction (without having to post a
bond) to prevent any breach or continued breach of this section Each receiving party agrees to promptly report
any breaches of this section to the disclosing party Notwithstanding the foregoing, Confidential Information
shall not include any information which (i) is now, or hereafter becomes, through no act or failure to act on the
part of the receiving party, generally known or available to the public without breach of this Agreement by the
receiving party, (ii) was acquired by the receiving party without restriction as to use or disclosure before
receiving such information from the disclosing party, as shown by the receiving party's files and records
immediately prior to the time of disclosure, (iii) is obtained by the receiving party without restriction as to use or
disclosure by a third party authorized to make such disclosure, or (iv) is independently developed by the
receiving party without use of or reference to the disclosing party's Confidential Information, as shown by
documents and other competent evidence in the receiving party's possession
1
(b) Privacy The Parties agree that with respect to the Customer Personal Information, Customer is the
"business" and Alert Media a "service provider" as those terms are defined by the CCPA
1 Without limiting any other provisions herein, Alert Media will only collect, use, retain, disclose and
otherwise process Customer Personal Information as follows
a Alert Media may collect, use, retain, disclose and otherwise process Customer Personal
Information (i) for the purpose of performing and maintaining the Services, including in support
of its internal operations which are ancillary to the provision of the Services, and as otherwise
necessary for compliance with applicable laws, and (ii) not for any other commercial purpose (as
defined by the CCPA)
b Alert Media may disclose Customer Personal Information to and permit the processing of
Customer Personal Information by service providers who perform services for or on behalf of
Alert Media in support of its internal business purposes, provided such service providers are
subject to equivalent contractual requirements with respect to Customer Personal Information
as apply to Alert Media under the Agreement Alert Media will remain liable for the actions of
its service providers
2 Alert Media certifies that it will not sell Customer Personal Information or retain, use or disclose
Customer Personal Information except as set forth in this Section 5(b)
6 Representations, Warranties, Remedies and Disclaimers
(a) Representations Each party represents that it has validly entered into this Agreement and has the legal
authority to do so
(b) Warranties Alert Media warrants that (a) this Agreement, the Customer Acceptance Form, and any
documentation provided by Alert Media accurately describes the Services, and that these Services will not
materially decrease in terms of features and functionality during the subscription period, (b) to the best of its
knowledge, the Services do not violate any patent, trademark, trade secret, copyright or any other right of
ownership of any third party and (c) the Services provided by Alert Media will not knowingly introduce malicious
code, and that the Services will be scanned with commercially available anti -virus software
(c) Customer Acknowledgement Customer acknowledges that Alert Media's Services are often used during
inherently dangerous, unpredictable events which pose threats to Customer's employees and business
Customer further acknowledges that such events are completely outside the control of Alert Media Therefore,
Alert Media does not assume any risk, liability or responsibility whatsoever for the use of Alert Media's Services
by Customer, Authorized Users or any recipient of any notification or message By using Alert Media's Services,
Customer and each Authorized User agrees to assume all of the risks associated with such use Alert Media also
has no control over third parties including but not limited to cellular service providers, Internet service
providers, Wi-Fi providers, phone carriers, first responders, emergency personnel, and/or communication or
device manufacturers
(d) Alert Media Equipment Tangible items or equipment provided by Alert Media ("Alert Media Equipment") are
subject to wear and tear and are not intended to be "fail safe " Accordingly, it is the sole and exclusive
responsibility of Customer and its Authorized Users to test such Alert Media Equipment on a regular basis for
wear and tear and possible failure
(e) Disclaimers EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALERT MEDIA EXPRESSLY EXCLUDES AND DISCLAIMS
ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND
NONINFRINGEMENT_ FURTHERMORE, ALERT MEDIA DOES NOT WARRANT THAT THE SERVICES WILL MEET
CUSTOMER'S SPECIFIC REQUIREMENTS, OR THAT THE SERVICES WILL BE ERROR FREE, ALWAYS AVAILABLE,
ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE OR COMPLETE
7 Limitation of Liability
(a) Limitation of Liability IN NO EVENT SHALL ALERT MEDIA OR ITS AFFILIATES OR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN
EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY,
INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE,
EXCEED THE FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO THE DAMAGES IN THE 12
MONTHS BEFORE THE CAUSE OF ACTION AROSE
(b) Exclusion of Consequential and Related Damages IN NO EVENT WILL ALERT MEDIA AND/OR ITS AFFILIATES
OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES HAVE ANY LIABILITY ARISING OUT OF
OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN
ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY
(c) THE LIMITATIONS IN THIS SECTION 7 SHALL APPLY EVEN IF ALERT MEDIA HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR IF SUCH REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE THE
FOREGOING LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW
8 Intentionally Omitted
9 Term, Termination
(a) Term This Agreement will commence on the Effective Date and, unless earlier terminated, shall continue for
the term set forth on the Customer Acceptance Form (the "Initial Term") Following the Initial Term, this
Agreement will automatically renew for successive one (1) year periods (each, a "Renewal Term"), unless either
party provides at least sixty (60) days prior written notice of its intent not to renew prior to the expiration of the
then current Term The Initial Term and any Renewal Terms are collectively referred to herein as that "Term "
(b) Termination This Agreement may be terminated as follows (i) By either party upon a breach of this
Agreement that the breaching party has not cured within thirty (30) days from receipt of written notice advising
of such failure from the non -breaching party, or (ii) by either party if the other party files a petition for
bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief
under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern
(c) Data Portability Upon request by Customer made within 30 days after the date of termination or expiration
of this Agreement, Alert Media will continue to make the Customer Data available to Customer for export or
download After such 30 -day period, Alert Media will have no obligation to maintain or provide any Customer
Data, and may thereafter, and will upon Customer request, delete or destroy all copies of Customer Data in Alert
Media's possession, unless legally prohibited
(d) Surviving Provisions Sections 2(e), 3 (as to amounts owed as of termination), 4, 5, 6(e), 7, 8, 9(c) and 10-12
shall survive any termination of this Agreement
10 Notices
Any notice required under this Agreement shall be given in writing and shall be deemed effective upon (a)
personal delivery, (b) the second business day after mailing, or (c), except for notices of termination, an
indemnifiable claim or other legal notices ("Legal Notices"), which shall clearly be identifiable as Legal Notices,
the day of sending by email Unless otherwise specified, all notices to Alert Media shall be sent to the attention
of the CEO, if by mail to Alert Media headquarters at 901 S Mopac Expressway, Building 3, Suite 400, Austin,
Texas 78746, if by email to legal@alertmedia corn Billing -related notices to Customer will be addressed to the
relevant billing contact designated by Customer All other notices to Customer will be addressed to the relevant
system administrator designated by Customer
11 Force Majeure
Alert Media shall not be liable for any delay or failure to perform hereunder due to the inability of Customer,
Alert Media or any other person to connect to the Internet, receive cellular or Wi-Fi signals, or any other failure
or unavailability of the Internet or connectivity for any cause whatsoever, acts of God or of the public enemy, or
of any government or agency thereof, restrictions imposed by governmental agencies, fires, floods, epidemics,
quarantine restrictions, strikes, freight embargoes, severe weather, Internet congestion, virus attacks, denial of
service attacks, differences with workmen, war, hostilities, terrorist acts, riot, rebellion, delay in or lack of
transportation facilities, inability to secure materials, power failure or fluctuation or any other cause beyond the
control of Alert Media
12 General Provisions
(a) Assignment Neither party may transfer or assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other party, and any attempt to do so shall be null and void, provided
that either party may assign this Agreement without consent to an Affiliate or in the event of a merger,
acquisition or sale of all or substantially all of its assets
(b) Entire Agreement This Agreement, including any documents referenced herein, shall constitute the entire
agreement between the parties regarding the subject matter hereof and supersede all proposals and prior
discussions and writings between the parties with respect thereto To the extent of any conflict between this
Agreement and a Customer Acceptance Form, the Customer Acceptance Form shall take precedence Each
provision of this Agreement is a separately enforceable provision If any provision of this Agreement is
determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent
necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such
reformation Except as otherwise provided herein, the parties agree that this Agreement cannot be altered,
amended or modified, except by a writing signed by an authorized representative of each party No failure or
delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy Headings
are for reference purposes only, have no substantive effect, and shall not enter into the interpretation hereof
(c) Relationship of the Parties Alert Media is an independent contractor and nothing in this Agreement shall be
deemed to make Alert Media an agent, employee, partner or joint venturer of Customer Neither party shall
have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever
(d) Governing Law This Agreement shall be governed by the laws of the State of Colorado, excluding the
conflicts of law provisions of any state or jurisdiction No term or condition of this contract shall be
construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act of §§24-10-101 et seq , as
applicable now or hereafter amended
New Contract Request
Entity -Information
Entity Name*
ALERT MEDIA INC
Contract Name*
ALERTMEDIA
Contract Status
CTB REVIEW
Entity ID*
@00042551
❑ New Entity?
Contract ID
3994
Contract Lead*
CULLINTA
Contract Lead Email
cullinta@co weld co us,cobbxxl
k@co weld co us
Parent Contract ID
20201733
Requires Board Approval
YES
Department Project #
Contract Description*
CHILD WELFARE -ALERTMEDIA PROPOSAL, TERMS OF SERVICE, AND AWARD LETTER FOR PURCHASE OF SAFESIGNAL
SOFTWARE PROGRAM
TERM ONE YEAR
Contract Description 2
APPLICATION FOR FUNDING WAS APPROVED ON 06/10/20 VIA 2020-1733
TERMS OF SERVICE HAVE BEEN REVIEWED AND APPROVED BY LEGAL (GABE KALOUSEK)
Contract Type *
AGREEMENT
Amount*
$6,682 50
Renewable X
NO
Automatic Renewal
Grant
IGA
Department
HUMAN SERVICES
Department Email
CM-
HumanServices@weldgov corn
Department Head Email
CM-HumanServrces-
DeptHead@Neldgov corn
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYA1TORNEY@WELD
GOV COM
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Requested BOCC Agenda
Date*
08/10/2020
Due Date
08106/2020
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept_ to be included?
Note the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnBase
Contract Dates
Effective Date
Review Date
06/01/2021
Renewal Date
Termination Notice Period
Contact,Inforrr�ation
',Contact Info '.
Contact Name
Purchasing
Purchasing Approver
Approval Process
Department Head
JAMIE ULRICH
DH Approved Date
08114/2020
Final Approval-
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
08/19/2020
Originator
SNYDERKL
Committed Delivery Date
Contact Phone 1 Contact Phone 2
Contact Type Contact Email
Purchasing Approved Date
Finance Approver
CHRIS D'OVIDIO
Finance Approved Date
08/14/2020
Tyler Ref #
AG 081920
Expiration Dates
07/29/2021
Legal Counsel
GABE KALOUSEK
Legal Counsel Approved Date
08/14/2020
3
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