HomeMy WebLinkAbout20194950.tiffRESOLUTION
RE: APPROVE SERVICE AGREEMENT FOR CODERED SYSTEM MINUTES AND
AUTHORIZE CHAIR TO SIGN - ONSOLVE, LLC
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 Agreement for CodeRED
System Minutes 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 ONSOLVE, LLC, commencing upon full execution of signatures, with
further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Service Agreement for CodeRED System Minutes 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 ONSOLVE, LLC, be, and
hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 9th day of December, A.D., 2019.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, CO RADO
ATTEST: dc444.64) je160:ii
Weld County Clerk to the Board
BY:
Deputy Clerk to the Board
APPR•. DAST
ounty Attorney
Date of signature: l aA /i'
Steve Moreno
arbara Kirkmeye , Chair
EXCUSED
Mike Freeman, Pro-Tem
cc 1CMCmw)
t/IC/A.O
2019-4950
CM0027
/D -1 3,0e14
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: CODE RED 5yr Pricing Agreement
DEPARTMENT: Public Safety Communications DATE:11/15/2019
PERSON REQUESTING: Michael R Wallace
Brief description of the problem/issue:
Attached is the agreement for the CODE RED notification software with a 5yr pricing. The current CODE
RED agreement expires December of 2019.
This pricing model is $60,000.00 annually, $4,575.00 lower annually/$22,875 lower over the 5 year term.
This agreement includes all of the same features and elements as the previous contract, and now also includes
IPAWS for the Office of Emergency Management.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
Approve new 5 year pricing agreement with CODE RED, with increased functionality of IPAWS for office of
Emergency Management. Ensuring an increase in level of service for emergency notifications for the citizens
and visitors of Weld County.
Deny — new 5 year pricing agreement with CODE RED. Denial would result in the ability to notify citizens of
emergency situations until a new notification system was purchased and implemented possibly derogating the
level of service to our citizens and visitors.
Recommendation:
Approve new 5 year pricing agreement with CODE RED.
1O1/4
2019-4950
Gmoo Q1
Approve
Recommendation
Sean P. Conway
Mike Freeman, Pro-Tem
Scott K. James
Barbara Kirkmeyer, Chair
Steve Moreno
Schedule
Work Session
Other/Comments:
ONSOLVE
SERVICE AGREEMENT
CodeRED®
System Minutes
This Service Agreement (the "Agreement') by and between Provider (as defined below) and Customer (as defined below) is made as of October 16
2019 (the "Effective Date").
SERVICE ORDER
Provider Information:
("Provider")
Customer Information:
("Customer")
Provider Name:
Entity Type:
State of Incorporation:
Provider Address:
Customer Name:
Entity Type:
State of Incorporation:
Customer Address:
Business Contact/Title:
Phone:
Email:
ONSOLVE, LLC
Limited Liability Company
Delaware
780 W. Granada Boulevard
Ormond Beach, FL 32174
Weld County Government
body politic
Colorado
1551 N. 17th Ave, Suite 2
Greeley. CO 80631
Mike Wallace/Director of Public Safety Communications
(970) 304-6455
mrwaIIacet weIdaov.com
Please complete below if the Primary User is different from the Business Contact
Primary User Name:
Phone:
Email:
Unless otherwise specified on a Customer purchase order or below, Provider will send invoices to the Customer Business Contact
address above.
Customer invoice Name:
Attention:
Address:
City, State, Zip:
Phone:
Email:
Preferred method of receiving invoices: 0 Email 0 US Mail
DETAILED SERVICE DESCRIPTION
Initial Term (commencing on Effective Date)
Renewal Term(s)
CodeRED On -Demand Notification Service — Standard - System Minutes
Annual Notification Subscription Fee:
Initial Term Cost for Notification Service:
Additional Feature
Commercially Available Data
Twelve (12) annual Provider -assisted traditional import for Customer data
Annual CodeRED Weather Warning® Subscription Fee:
Annual (PAWS Submission App Subscription Fee:
Annual GIS Custom Map Subscription Fee (includes two (2) annual updates):
Annual Cost for all Additional Features:
Initial Term Cost for all Additional Features:
Five (5) Years
Five (5) Years
$60,000.00
$300,000.00
Included
Included
Included
Included
Included
Included
Included
Annual Subtotal: $60,000.00
Initial Term Subtotal: $300,000.00
May be paid in installments:
Year 1
Year 2
$60,000.00
$60,000.00
ONSOLVE, LLC
CONFIDENTIAL AND PROPRIETARY
June 2018 Form
Page 1 of 4
Year 3
Year 4
Year 5
$60,000.00
$60,000.00
$60,000.00
All amounts are slated in United States Dollars unless s •eGGcall Indicated otherwise
• GIS (Target Recipients by Geographic Location): Weld County, Colorado flhe "Notification Area")
• Annual Notification Subscription Fee includes 200,000 Message Units per year for Notifications sent via phone. Unused Message Units do not carry
over year to year.
• Annual Notification Subscription Fee includes unlimited Notifications sent via email or SMTP text.
• Use that exceeds the Included Message Units will be billed at $0.90 per Message Unit in blocks of 20.000 Message Units.
• Provider reserves the right to increase the fees for any Renewal Term in an amount not to exceed five percent (5%) of the prior Initial Term or Renewal
Term (as applicable).
• Notwithstanding the Effective Date, the IPAWS Submission App will not be activated until the last date signed below on Exhibit B.
ATTACHMENTS: EXHIBIT A —GENERAL SERVICE DESCRIPTION, EXHIBIT B— TERMS AND CONDITIONS, EXHIBIT C — ACCEPTABLE USE POLICY
ONSOLVE, LLC
CUSTOMER: WELD COUNTY GQVERNMENT,
COLORAD
Signed(
9
Printed Name: Ann Pickren Printed Name: Barbara Kirkmeyer
Title: President Title: BOCC Chair
Date: 11/20/2019 Date: DEC 0 9 2019
ONSOLVE, LLC
CONFIDENTIAL AND PROPRIETARY
June 201a Fenn
Page 2 of 4
02o/9- 4/ 96
EXHIBIT A
GENERAL SERVICE DESCRIPTION — CODERED®
Description of On -Demand Notification Service: The Service is an on -demand alerting and response software -as -a -service (SaaS) for the
Notification Area. Use of the Service is by subscription and does not require Customer to purchase, install or maintain any dedicated hardware
or software. The Service allows any Initiator to send a single alert to thousands of Contacts simultaneously via a combination of familiar
communication devices including the ability to capture real-time responses.
Customer can access and activate the Service using any of the following methods:
• Web: log in 24/7/365 at https://www.onsolve.com/login/ to send alerts or to modify your account.
• Phone: call (866) 939-0911 for live operator assistance 24/7/365.
Description of Service. With subscription, Customer receives:
Up to the number of Message Units stipulated on Service Order of the Agreement, which can be used as described on the
Service Order and in Exhibit B.
Unlimited messaging via SMTP-based messages, email and to the CodeRED Mobile Alert App. SMTP messaging is carrier -
specific, as opposed to true, carrier agnostic, end -to -end two-way wireless transmission.
500 Message Units for testing. Message Units used for testing are deducted from Customer's Message Units. Customer may request
reimbursement of testing Message Units with notice to Provider within sixty (60) days from testing. Provider has the final right, with
reasonable discretion, to determine whether the Message Units qualify for testing.
• "Message Unit" or "System Minute" means sixty (60) seconds or less of connected call time in the Service. As an example, a call
connected for ninety (90) seconds shall be equal to two (2) Message Units
• Transaction Fee (as defined on Exhibit B) for unlimited Service (for refund purposes only, where applicable) is equal to $0.09. Transaction
Fee for Message Unit -based Service is equal to the Overage Message Unit price set forth on the Service Order
• Unlimited Initiators (those with role -based ability to access and activate the Service).
• Unlimited groups within accounts: A group is an alert distribution list.
• 'Standard upgrades. Standard upgrades include all maintenance releases.
• For optional features purchased (e.g. Conference Bridge, Bulletin Board) up to the number of Message Units stipulated on Service Order
of the Agreement.
• Absent separate purchase of Commercially Available Data from Provider, Customer is responsible to provide data for use in the Service,
and Provider shall not be responsible for Customer's inability to use the Service due to Customers delay in providing data.
• Customer may purchase professional services (Professional Services"), such as installations, implementations, software testing, custom
modifications, data services or international training sessions from Provider. Professional Services will be described in a separate
statement of work.
Contact List Maintenance. Provider provides multiple ways for Customer to enter and maintain the Contact list at no additional charge:
• Community Notification Enrollment ("CNE") Page (public self -registration): Contacts may sign up on the CNE Page and enrollment
information will be transferred to Customer. Customer acknowledges and agrees that Provider may notify such individuals that their data
will be transmitted to Customer, and that the transmission of such data to Customer may render it public record and is subject to Customer's
privacy policies. Customer agrees that it will be solely responsible for providing such privacy policies to these individuals and that Provider
shall not be responsible for the individual contribution of contact information through the CNE page.
• Contact Group Enrollment Page (internal self -registration): Customer's intemal Contacts may sign up on the Contact Group Enrollment
Page and enrollment information will be transferred to Customer.
• Provider agrees that it will, upon termination of the Agreement and Customers request, provided all Fees are paid in full, transmit in
Providers standard format any Community Notification Enrollment data received on or after the Effective Date and all Contact Group
Enrollment data, one (1) time, to Customer at no charge.
Traditional Import: For its initial population of the Contact list, Customer may supply Provider with a spreadsheet (flat -file format) of Contact
list data. Customer Support will scrub (examine) the submission as a courtesy for discernible data exceptions, or errors in formatting or
content that might interfere with the proper loading of data or use of the Service. Provider generally updates data provided via traditional
import within two (2) business days after receipt of such data. Customer may utilize this traditional Flat -file import no more than one (1)
time per year at no additional cost, unless otherwise set forth on the Service Order.
On -Demand Entry: Customer may enter or edit Contact data directly within the Service through the User interface.
Customer Support. Provider provides Customer with 24/7/365 live phone support at no extra charge. Customer may dial (866) 939-0911, or the
local support number provided to you by Provider. At Provider's reasonable discretion, non -urgent after hours and off hours ("AHOH") inquiries
may be deferred until conventional business hours to facilitate best handling.
Training. All training is customized and individual to the Customer, Provider training included with subscription at no extra charge:
• One (1) annual Initiator training session;
• Unlimited pre-recorded, web -based remote trainings
New features training sessions; and
Best practices feature training sessions (whenever applicable).
ON5OLVE. LLC
CONFIDENTIAL AND PROPRIETARY
June 2018 Form
Page 3 of 4
Provider Customer Support works with Customer to schedule training flexibly and to accommodate Customer's schedule. All training is conducted
via Web meeting/conference call.
Customer may request additional sessions, or onsite training in lieu of Web -based training. Such training is billable at a base $1,500 day rate
(minimum half day fee applies). For any onsite training, Customer is responsible for all of Provider's reasonable and pre -approved
travel/lodging/incidental expenses.
Support Documentation. Service documentation appears online. In addition to other online help documentation, Customer may download/print
the current version of the Provider User Guide at any time.
Description of. Additional Features. Customer may purchase (if set forth on the Services Order):
Commercially Available Data. Provider shall include commercially available data (the "Commercial Data") for use by Customer in the
Service. Provider will perform Commercial Data updates 3 to 4 times per year. Commercial Data is subject to licensing requirements that
do not permit Provider to transfer ownership to Customer.
• Fdreign Message Translation. All Notifications must be Input in English. Once specified, languages may not be changed, absent execution
of an updated Schedule 1. ONLY those Users that have opted -in to the Service will receive their selected FMT. Translation is supplied by
a third party and is AS -IS.
• CodeRED Weather Warning@ ("CRWW') - Includes automated Notifications generated from severe weather bulletins issued by the
National Weather Service ("NWS"). CRW W Notifications are sent by matching the geographic locations associated with Users against the
geographic polygon(s) associated with severe weather bulletins issued by NWS. CRW W Notifications are automatically launched 24 hours
a day in response to the issuance of NWS severe weather bulletins. ONLY those Users that have opted -in to CRVVVV will receive CRWW
Notifications. Consent for opt -in is required as set forth in the Agreement. CRWVV Notifications are not deducted from Message Units.
• Integrated Public Alert Warning System FIPAWS"1 Submission App ("IPAWS App"). Permits Customer to submit Notifications to IPAWS.
IPAWS Notifications may be reviewed by the Federal Emergency Management Agency ("FEMA") to determine appropriate dissemination.
Initiators with access to the IPAWS App shall be authorized by FEMA to use IPAWS. In order to use the IPAWS App, Customer agrees to
provide Provider, using best practices and secure means, with a copy of its IPAWS digital signature ("Signature") along with its associated
keystore, Signature pass codes, application for IPAWS, and any other information reasonably requested by Provider. Customer authorizes
Provider to use and keep such information on Provider's servers for the purpose of allowing Customer and Provider to access, use and
test IPAWS through the IPAWS App. Customer acknowledges and agrees that: (a) the dissemination of Notifications through IPAWS is
not guaranteed nor controlled by Provider, and is the sole responsibility of FEMA; (b) Provider shall not be responsible or I iable for the
failure of Notifications to be disseminated through IPAWS; and (c) IPAWS may Include additional features which are not supported through
the IPAWS App (eg. the receipt of messages) and Provider shall not be required to provide such additional features. IPAWS App
Notifications are not deducted from Message Units.
• Bulletin Board. Bulletin Board allows Customer to record messages by dialing an interactive voice response system. Customer may
promote its assigned number, and callers may call to listen to the prerecorded messages. Bulletin Board will capture the caller's spoken
responses and/or keypress information and provide a report In the Service. Upon termination or expiration of the Agreement, Provider will
retain any numbers provided. Message Units for Bulletin Board will be deducted in sixty (60) second increments. All incoming calls whether
made for the purpose of recording or listening to Notifications will result in call time deduction.
• Conference Calling. Conference lines are available on a first come, first serve basis. Conference lines are supplied by a third party and
are AS -IS. Message Units for Conference Calling will be deducted in sixty (60) second increments. Each line invited into the call will result
in call time deduction.
• GIS Custom Map GIS information must be in a standard format recognizable and electronically transferable to the Service. A full GIS map
must be provided by Customer for hosting by Provider in order to be used in the Service.
ONSOLVE, LW
CONFIDENTIAL AND PROPRIETARY
June 2018 Form
Page 4 of 4
Exhibit B
TERMS AND CONDITIONS
1. DEFINITIONS.
1.1. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with, a party to this
Agreement, where "control" means the control, through ownership or contract, of more than 50% of all the voting power of the shares entitled
to vote for the election of the entity's directors or members of the entity's governing body; provided that such entity shall be considered an
Affiliate only for the time during which such control exists.
1.2. "API" means the application program interface for the Service.
1.3. "API Contacts" means an individual person whose information is stored in an external third party application database (not in the
Service database) capable of only receiving and responding to Notifications. API Contacts are not permitted to log in to the Service. All API
Contacts are included in Customer's total number of Contacts as set forth on the Service Order, whether or not they are transmitted to the
Service.
1.4. "Applicable Law" means any domestic and/or foreign statute, ordinance, judicial decision, executive order, or regulation having the
force and effect of law, including US-EU Privacy Shield (where applicable).
1.5. "Contact" means an individual person capable of only receiving and responding to Notifications and, if permitted, updating its own
profile. Contact includes API Contacts.
1.6. "Content" means content, data, text, messages and other material contained in a Notification.
1.7. "Data Processinq Addendum" means Provider's data processing addendum (if applicable) that is executed by the Parties under this
Agreement.
1.8. "Documentation" means any official, applicable documentation that Provider provides to Customer (electronic or written) regarding
the Service.
1.9. "EU or Swiss Personal Data" means Standard Personal Information of any European Economic Area (EEA) resident as defined
under the General Data Protection Regulation (EU 2016/679)("GDPR") and any national laws implementing the GDPR, regulations and
secondary legislation, or of any Swiss resident as defined under the Swiss Federal Data Protection Act and Data Ordinance 2017, each as
amended or updated from time to time.
1.10. "Fees" means any fees due hereunder, including without limitation all Transaction Fees and Subscription Fees.
1.11. "Initiator(s)" means an individual person or application authorized to create and issue Notifications.
1.12. "Notification(s)" means messages issued by an Initiator through the Service, whether or not responded to by Contact.
1.13. "Sensitive Data" means any personally identifiable information relating to health/genetic or biometric information; religious beliefs
or affiliations; political opinions or political party membership; labor or trade union membership; sexual preferences, practices or marital
status; national, racial or ethnic origin; philosophical or moral beliefs; criminal record, investigations or proceedings or administrative
proceedings; financial, banking or credit data; date of birth; social security number or other national id number, drivers' license information;
or any other "sensitive data" category specifically identified under any Applicable Laws.
1.14. "Service" means Provider's software -as -a -service, Internet -based and accessed notification service to set up and send
Notifications.
1.15. "Service Order" means the service order to which these Terms and Conditions are attached, which describes the specific Service
to be provided to Customer.
1.16. "Standard Personal Information" means name, business contact details (work telephone number, cell phone number, e-mail
address and office address and location), personal contact details (home telephone number, cell phone number, other telephone, e-mail
address and physical address), geolocation, and employee ID or other non -identifying ID number.
1.17. "Subscription Fee" means the fees for access to and use of the Service, including any activation fees.
1.18. "Transaction Fee" means the fees for individual transactions of sending and/or receiving Notifications to and from devices.
1.19. "User" means, collectively, Initiator(s) and Contact(s).
2. SCOPE OF THE SERVICE.
2.1. Service. Subject to these Terms and Conditions (this "Agreement"), including the Exhibits attached hereto, Provider shall provide
Customer with access to the Service in accordance with Provider's Documentation. Customer will not, and will not allow or assist any other
entity to, sublicense, assign, transfer, distribute, rent or sell use or access to the Service, or remove, alter or obscure any product identification,
copyright or other notices. Only Customer, its Affiliates' and their respective employees and agents may act as Initiators; all use of the Service
by Customer, its Affiliates' and their respective employees and agents is subject to the restrictions set forth in this Agreement.
2.2. Ownership and. Service Components. All rights not expressly granted to Customer herein are expressly reserved by Provider. The
Service is and shall remain the exclusive property of Provider and its licensors. Customer represents and warrants it has the right and
authority to provide Provider with the Content for use in connection with the Service and Provider agrees that Content shall be owned by
Customer. Provider and its third -party providers shall have a royalty -free, worldwide, transferable, sub-licenseable license to use the Content
to perform the Service. Provider may gather Service data for the purpose of optimizing the Service. This information includes data regarding
memory usage, connection speed and efficiency. Users are subject to Provider's terms of service and privacy policy available on Provider's
website, www.onsolve.com/privacy-statement. Customer shall not, and shall not allow or assist any other entity to, create derivative works,
modify, decompile, disassemble, or otherwise reverse engineer or attempt to discover any source cede or underlying ideas of any component
of the Service, except to the extent that Applicable Law prohibits such restrictions. Customer agrees that any suggestions, enhancement
requests, recommendations, or other improvements (collectively, "Feedback") provided by Customer to Provider may be incorporated by
Provider into the Service. Feedback is provided without warranty of any kind. Customer grants Provider the right to copy, distribute, transmit,
publicly display, publicly perform, reproduce, edit, translate, and reformat the Feedback, and the right to sublicense such rights to others. No
compensation will be paid with respect to the use of Feedback.
ONSOLVE, LLC Page 1oT Customer Initials" c
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02,O 171-1§-P
2.3. Contact Limit. During the term of the applicable Service Order and for a period of one (1) year thereafter, Provider shall have the
right (at its own expense, upon reasonable notice, and no more frequently than once per calendar year unless prior breach has been
uncovered) to inspect the number of Contacts. If Provider determines that Customer has exceeded the licensed number of Contacts,
Customer shall pay Provider for the additional Contacts and the costs of such review within ten (10) days of Provider's invoice.
3. PAYMENT AND TAXES
3.1. Payment. Customer shall pay the Fees as set forth on the Service Order to this Agreement without setoff or deductions, within thirty
(30) days from the invoice date. Payment shall be in advance, excluding any Transaction Fees which will be billed in arrears. Unpaid balances
will be subject to interest at a rate of one and a half percent (1.5%) per month or the highest rate permitted by Applicable Law, whichever is
lower, commencing on the date that payment was due.
3.2. Taxes. In addition to the Fees, Customer agrees to pay any taxes (including any VAT or sales tax), whether foreign, federal, state,
local or municipal that may be imposed upon or with respect to the Service exclusive of taxes on Provider's net income.
3.3. Message Surcharges. Provider will not be liable to Customer, to any Contact or to any other person for any charges or fees that
arise from sending or receipt of a Notification using the Service, including as a result of increases in pass -through charges by
telecommunications providers.
4. TERM AND TERMINATION
4.1. Term. Unless earlier terminated in accordance with the terms of this Agreement, the Initial Term of this Agreement shall begin on
the Effective Date and continue for the period set forth on the applicable Service Order. Upon completion of the Initial Term, this Agreement
shall automatically renew for successive renewal terms (each a "Renewal Tenn") as set forth on the applicable Service Order, unless either
party provides at least thirty (30) days' written notice that the Agreement will expire at the end of the Initial Term or then -current Renewal
Term.
4.2. Termination. If either party defaults in any of its material obligations under this Agreement and such default has not been cured
within thirty (30) days after written notice of such default, or if either party makes an assignment for the benefit of creditors, files a voluntary
petition in bankruptcy, is adjudicated bankrupt or insolvent, is subject to appointment of a receiver or is a party in any proceeding in any
jurisdiction to which it is subject that has an effect similar or equivalent to any of the events mentioned, the non -defaulting party may
immediately terminate this Agreement in addition to its other rights and remedies.
4.3. Suspension. Provider may suspend the Service: (a) effective immediately upon notice if Customer breaches any provision under
Section 5 (Customer Obligations); or (b) if payment for any portion of the Fees is not received by Provider within fifteen (15) days after receipt
of written notice that payment is past due. Such suspension shall not modify or lengthen the term of this Agreement or any then current
Service Order, nor shall any rights or obligations hereunder be waived during the suspension period.
4.4. Effects of Termination. Upon termination or expiration of this Agreement (i) Provider will, upon written request of Customer, erase
Customer data from the production servers controlled by Provider, except that: (a) any data stored on Provider's backup servers shall be
deleted as soon as technically feasible, and in any event within ninety (90) days from deletion from production, and Provider agrees that it
(1) shall discontinue processing such data; and (2) shall maintain the confidentiality of such data in accordance with this Agreement; and (b)
Provider may retain report data (e.g., date/time of Notification and number of Notifications sent) necessary to support its billing and accounting
records; (ii) Customer will Immediately pay to Provider all amounts due and payable for Services delivered prior to the date of termination;
(iii) Customer shall immediately cease all use of the Service and return or destroy all copies, extracts, derivatives and reflections of the
Service, and, upon Provider's request, provide written notice that Customer has fully complied with this clause, and (iv) remedies for breach,
rights to accrued payments and Sections 1 (Definitions), 2.2 (Ownership and Service Components), 2.3 (Contact Limit), 3. (Payment and
Taxes), 4.4 (Effects of Termination), 5 (Customer Obligations), 6 (Confidentiality and Security), 8 (Indemnification and Responsibility), 9
(Limitation of Liability), and 10 (General) will survive. Upon termination of this Agreement for Customer's breach: (a) Customer will
immediately pay to Provider all unpaid Fees that would become due under the then -current term if such termination did not occur; and (b)
Provider shall retain any Fees paid to date. Upon termination of this Agreement for Provider's breach, Provider will refund an amount equal
to the prorated amount of Fees paid for the remainder of the then current term, less any expenses for transactions completed prior to the
date of termination, which shall be calculated based upon the Transaction Fees.
5. CUSTOMER OBLIGATIONS
5.1. Customer Obligations. The Service is subject to pass -through terms from certain telephony, facsimile, GIS and/or Short Message
Service (SMS) vendors and as such, Provider may modify these terms upon thirty (30) days written notice to Customer if reasonably
necessitated due to changes by the third -party providers. Failure to comply with these terms could result in the termination of certain critical
services from Provider's vendors which would impact all of Provider's customers.
5.2. Acceptable Use Policy. Customer will use the Service in accordance with all Applicable Laws and the Acceptable Use Policy
attached to the Agreement as Exhibit C.
5.3. Data Security. Customer acknowledges and agrees that Provider does not require or "puff' any specific data from Customer; that
Customer controls which data and Content is input through the Service and which data is sent and to whom such data is sent; and that
Provider only specifically tracks the privacy regulations of the United States, Canada, and the European Economic Area, Switzerland and
Japan with respect to the Standard Personal Information and shall have no obligations with respect to privacy regulations in other countries
or for other types of data. Accordingly: (i) Customer shall not under any circumstances, transmit or store any Sensitive Data to or through the
Service; and (ii) Customer shall not transmit or store any EU or Swiss Personal Data to or through the Service unless: (a) Customer is certified
under the US-EU Privacy Shield Framework and complies with the Privacy Shield's principles in connection with the protection and handling
of its Standard Personal Information or Customer hereby represents to Provider that its protection and handling of Standard Personal
Information is in compliance with the principles outlined in the US-EU Privacy Shield Framework, consisting of: Notice; Choice, P quptability
ONSOLVE, !WC Page 2 of7 Customer Initials �t'
CONFIDENTIAL AND PROPRIETARY
December 201E Form
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for Onward Transfer; Security; Data Integrity and Purpose Limitation; Access; Recourse; Enforcement and Liability; or (b) Customer has
executed the Data Processing Addendum, and in such case Customer shall fully comply with the Data Processing Addendum. Provider is
certified under the US-EU Privacy Shield Framework and complies with the EU-US Privacy Shield principles in its handling and processing
of Standard Personal Information.
6. CONFIDENTIALITY AND SECURITY.
6.1. Confidential Information. During the course of this Agreement, each party may have access to confidential, proprietary or trade
secret information disclosed by the other party, including, without limitation, ideas, trade secrets, procedures, methods, systems, and
concepts, whether disclosed orally or in writing or stored within the Service, or by any other media ("Confidential Information"). Any
information related to the Service, including Documentation, security information, and API information, shall be deemed to be Confidential
Information of Provider, and any Content shall be deemed to be Confidential Information of Customer. Each party (the "Receiving Party")
acknowledges that the Confidential Information of the other party (the "Disclosing Party") contains valuable trade secrets and other proprietary
information of the Disclosing Party and that any such Confidential Information will remain the sole and exclusive property of the Disclosing
Party. Each party will use Confidential Information only for the purpose of performing under this Agreement, restrict disclosure of Confidential
Information solely to its employees and contractors with a need to know, not disclose such Confidential Information to any other entities
unless required to perform the terms of this Agreement, and otherwise protect the Confidential Information with no less restrictive measures
than it uses to protect its own confidential and proprietary information. Information will not be deemed "Confidential Information" if it: (a) is
generally available to the public (other than through breach of this Agreement); (b) is received from a third party lawfully empowered to
disclose such information without being subject to an obligation of confidentiality; or (c) was rightfully in the Receiving Party's possession
free of any obligation of confidence at the time it was communicated to the Receiving Party. Notwithstanding the above, the Receiving Party
will not be in violation of the confidentiality restrictions herein with regard to a disclosure that was in response to a valid order by a court or
other governmental body, provided that the Receiving Party provides the Disclosing Party with prompt written notice prior to such disclosure
where reasonably possible in order to permit the Disclosing Party to seek confidential treatment of such information. A Receiving Party shall
promptly notify the Disclosing Party if the Receiving Party becomes aware of any misuse or unauthorized disclosure of Confidential
Information.
6.2. Security. Provider has put in place commercially reasonable information security procedures designed to protect and prevent
unauthorized access to Content and Contact data. Provider will only process Content in accordance with the terms and conditions of this
Agreement and Customer's instructions. Provider's security procedures include physical security, network security, hosted/data security and
web security. Provider may modify its security procedures from time to time in accordance with changes to industry standards, but only in a
manner that retains or increases the stringency of Provider's security obligations.
7. REPRESENTATIONS AND DISCLAIMER
7.1. Mutual Representations. Each party represents and warrants that: (i) it has the full corporate right, power and authority to enter into
this Agreement, to grant the rights granted hereunder and to fully perform its obligations under this Agreement; (ii) the execution of this
Agreement by such party, and the performance by such party of its obligations hereunder, does not and will not violate or conflict with any
agreement to which such party is a party or by which it is otherwise bound; and (iii) when executed and delivered by such party, this Agreement
will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
7.2. Additional Provider Representations. Provider represents and warrants that: (i) the Service will conform in all material respects to
Applicable Law, Provider's Documentation; and (ii) all customer support, training and other services to be performed hereunder shall be
performed in a professional and workmanlike manner consistent with industry standards.
7.3. Disclaimer. Provider makes no representation, warranty or guaranty, that the Service will work with, or be supported by, all protocols,
networks, operating systems or environments; will be error -free; or that all Notifications will be delivered. Customer acknowledges and agrees
that the Service is provided on a best efforts basis and is not designed, intended, authorized or warranted to be suitable for hosting life-
support or EMT -based applications or other critical applications where the failure or potential failure of the Service can cause injury, harm,
death, or other grave problems, including delays in getting medical care or other emergency services, and that any use of the Service to
support such applications is fully at Customer's risk and Customer acknowledges that Provider will not have any liability for issues related to
such use. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED ON AN "AS IS" AND
"AS AVAILABLE° BASIS WITHOUT WARRANTY OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
WHETHER EXPRESS, IMPLIED, OR STATUTORY OR OTHERWISE, REGARDING THE SERVICE, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE.
8. INDEMNIFICATION AND RESPONSIBILITY
8.1. Provider General Indemnification. Provider will defend, indemnify, and hold harmless Customer and its employees ("Customer
Indemnitees") from and against any and all third party actions, losses, awards, liabilities, claims, expenses, damages, settlements, fees,
penalties and costs of every kind and description, including reasonable legal fees and government regulatory fines (collectively, "Losses")
arising from: (i) any gross negligence or willful misconduct by Provider; or (ii) any breach of Section 6 by Provider.
8.2. Provider IP Indemnification. Provider will defend, indemnify, and hold harmless the Customer Indemnitees from and against all
Losses arising out of a claim that the Service directly infringes a copyright or patent issued as of the Effective Date, or other intellectual
property right of a third party. The foregoing obligation of indemnification does not apply where: (a) Customers use of the Service is not in
compliance with the terms of this Agreement; (b) Customer has modified the Service or any part thereof without Provider's express, written
authorization; (c) Customer has combined the Service with software, hardware, system, data, or other materials not supplied or authorized
by Provider where the infringement or misappropriation relates to such combination, unless Provider expressly authorized such combination
or the combination was provided for in the Documentation; (d) the Loss is as a result of Content or Contact data; or (e) Customer continues
use of the Service after being provided modifications that would have avoided the alleged infringement. In the event Provider believes that
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the Service is, or is likely to be, the subject of an infringement claim, Provider may, at its option, (1) procure for Customer the right to continue
using the Service under this Agreement, (2) replace or modify the Service so that it becomes non -infringing but substantially equivalent in
functionality and performance, or (3) if neither clause (1) or (2) are feasible in spite of Provider's reasonable efforts, terminate this Agreement
and refund a prorated portion of the Subscription Fees based on the days left in the Initial Term or then -current Renewal Term, less any
expenses for usage accrued prior to the date of termination. The foregoing obligations are Provider's only obligations and liability in
connection with infringement by the Service.
8.3. Customer Responsibility. Customer will be solely responsible for any and all Losses, arising from: (i) Customer's breach of Sections
5 and 6; (ii) use of Content by Provider in connection with its performance of the Service; (iii) third party claims that Customer's Content
infringes on any intellectual property rights; or (iv) Customer's gross negligence or willful misconduct.
8.4. indemnification Procedures. In the event Customer seeks indemnification hereunder, Customer shall provide Provider with: (i)
prompt written notice of any claim for which indemnification is sought; (ii) complete control of the defense and settlement of such claim; and
(Hi) reasonable assistance and cooperation in such defense. In any proceeding Customer shall have the right to retain, at its expense, its
own counsel. Notwithstanding the foregoing, the Provider may not enter into a settlement of a claim that involves a remedy other than the
payment of money by the Customer without the Customer's written consent.
9. LIMITATION OF LIABILITY
9.1. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO BREACH
OF SECTION 5.2 or Section 5.3 (CUSTOMER OBLIGATIONS) OR SECTION 6 (CONFIDENTIALITY AND SECURITY) OR ANY
OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION AND RESPONSIBILITY): (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOSS OF DATA, REVENUES, PROFITS OR OTHER ECONOMIC
ADVANTAGE, OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER SIMILAR
DAMAGES OF ANY KIND OR NATURE, (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH, THE SERVICE OR THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF
EITHER PARTY, ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS EXCEED THE FEES
ACTUALLY PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS OF SERVICE PRIOR TO THE DATE
ON WHICH SUCH CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL PROVIDER'S TOTAL CUMULATIVE LIABILITY FOR ANY
BREACH OF SECTION 6 (CONFIDENTIALITY AND SECURITY) EXCEED THREE TIMES (3X) THE FEES ACTUALLY PAID BY
CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE FIRST
NOTICE IS PROVIDED BY CUSTOMER REFERENCING THE RELEVANT CLAIM HEREUNDER. Customer understands and agrees that
the limitation of liability in this Agreement for Provider Is reasonable and that Provider would not enter into this Agreement without such
limitations.
10. GENERAL
10.1. Force Maieure. Neither party shall be responsible for delays or failures of performance resulting from acts beyond the reasonable
control of such party, including acts of God, acts of war, riots, acts of terror and other acts or omissions of third parties such as interruptions,
delays, or malfunctions of service by third -party service providers.
10.2. Dispute Resolution. Except for injunctive relief sought by either party, the parties agree to cooperate and escalate any dispute or
controversy ("Dispute°) arising out of or related to the performance of this Agreement or any Service Order to each party's business managers,
who will meet and work in good faith to resolve each Dispute within ten (10) business days after receiving notification of the Dispute. If the
business managers are unable to resolve the Dispute, either party may escalate the Dispute to the next highest level of management for
resolution. If the Dispute remains unresolved thirty (30) days after referral to the next highest level of management within each party, either
party may bring suit in a court of competent jurisdiction. This Section shall survive the expiration or termination of this Agreement for any
reason.
10.3. Publicity. For the duration of this Agreement, Provider may use Customer's name and logo on the Provider web site and in Provider's
collateral marketing materials identifying Customer as a purchaser of the Service. If Provider's expected use of Customer's name and/or logo
includes more than basic identification of Customer, Provider shall provide Customer with a copy of such content for approval, such approval
not to be unreasonably withheld.
10.4. Survival of -Terms. The rights and obligations of either party that by their nature would continue beyond the termination or expiration
of this Agreement shall survive termination or expiration of this Agreement. For example, the provisions of this Agreement regarding
indemnification and/or limitation of liability shall survive termination of this Agreement as to any cause of action arising under the Agreement.
10.5. Independent Contractor. Provider's relationship with Customer shall be that of an independent contractor, and nothing in this
Agreement shall be construed to create a partnership, joint venture, principal -agent, or employer -employee relationship. Neither party will
have or represent that it has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of
the other party.
10.6. Severability. If any term or provision of this Agreement or the application thereof is to any extent held invalid or unenforceable, the
remainder of this Agreement shall not be affected thereby, and each term and provision hereof shall be valid and enforced to the fullest extent
of the law.
10.7. Entire Agreement. This Agreement constitutes the entire agreement and understanding between Customer and Provider with
respect to the subject matter hereof and supersedes all prior and contemporaneous verbal and written negotiations, agreements and
understandings, if any, between the parties. This Agreement cannot be modified except by a writing signed by an authorized f,Q.pfRsentative
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of each party. The terms of this Agreement shall take precedence over any conflicting terms in purchase or procurement documentation,
such as a purchase order, acknowledgement form, or other similar documentation and any pre-printed terms and conditions on or attached
to Customer's purchase orders or invoices will be of no force or effect. The failure of either party to enforce any provision of this Agreement,
unless waived in writing by such party, will not constitute a waiver of that party's right to enforce that provision or any other provision of this
Agreement.
10.8, Notice. All notices and consents required or permitted under this Agreement must be in writing; must be personally delivered or sent
by registered or certified mail (postage prepaid), by overnight courier or other nationally recognized carrier, or by facsimile (receipt confirmed),
in each case to Provider's address on the Service Order, Attn: Legal, and to Customer's Business Contact on the Service Order, and will be
effective upon receipt. Each party may change its address for receipt of notices by giving notice of the new address to the other party.
10.9. Counterparts. This Agreement may be executed in facsimile and in counterparts.
10.10. Export Compliance. The Service and other Provider technology, and derivatives thereof may be subject to export laws and
regulations of the United States and otherjurisdictions. Customer represents that it is not named on any U.S. government denied -party list.
Customer will not permit any User to access or use the Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or
Syria) or in violation of any U.S. export law or regulation, and will not permit any U.S.-sanctioned persons or entities to act as Users.
10,11. U.S. Government End Users. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-
7014(a)(5) or otherwise, all software and accompanying documentation provided in connection with this Agreement are "commercial items,"
"commercial computer software," and or "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR
section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S.
Government shall be governed solely by the terms of this Agreement. Customer will ensure that each copy used or possessed by or for the
government is labeled to reflect the foregoing.
10.12. Assignments. Neither party may/assign this Agreement without the prior written consent of the other party, except to an Affiliate or
an entity that acquires all or substantially all of its business or assets, whether through merger, reorganization or otherwise. Any assignment
in violation of the foregoing shall be void and of no effect.
10.13. Non -Appropriation. Customer may terminate this Agreement at the end of Customer's then -current fiscal year by providing a
minimum of thirty (30) days' prior written notice, provided that: (1) funds for this Agreement are not appropriated by the Customer for the
Service or any similar or competing service; or (2) funds for this Agreement that are or were to be provided by grant or through an outside
funding source are withheld, denied, or are otherwise not available to the Customer. In the event of a termination under this paragraph,
Provider will retain all Fees paid to date, Customer will immediately pay to Provider all amounts due and payable through the date of
termination, and Provider agrees to waive all unpaid Subscription Fees that would become due after the termination date.
10.14. Public Contracts for Services. C.R.S. 68-17.5-101. Provider certifies, warrants, and agrees that it does not knowingly employ or
contract with an illegal alien who will perform work under this Agreement. Provider will confirm the employment eligibility of all employees
who are newly hired for employment in the United States to perform work under this Agreement, through participation in the national E -Verify.
Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a
subcontractor that fails to certify with Provider that the subcontractor shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement. Provider shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment
screening or job applicants while this Agreement is being performed. If Provider obtains actual knowledge that a subcontractor performing
work under the public contract for services knowingly employs or contracts with an illegal alien, Provider shall notify the subcontractor and
Customer within three (3) days that Provider has actual knowledge that a subcontractor is employing or contracting with an illegal alien and
shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving
notice. Provider shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor
has not knowingly employed or contracted with an illegal alien. Provider shall comply with reasonable requests made in the course of an
investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Provider participates
in the State of Colorado program, Provider shall, within twenty days after hiring a new employee to perform work under this Agreement affirm
that Provider has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the
identification documents for such employees. Provider shall deliver to Customer, a written notarized affirmation that it has examined the
legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program (if Provider is
participating with the State of Colorado program). If Provider fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101
et seq., Customer, may terminate this Agreement for breach, and if so terminated, Provider shall be liable for actual and consequential
damages.
Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Provider receives federal or state funds under
this Agreement, Provider must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United
States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under this Agreement. If Provider operates
as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully
present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et
seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of this Agreement.
10.15 Employee Financial InteresUConflict of Interest — C.R.S. 4424-18-201 et seq. and 624-50-507. The signatories to this Agreement
aver that to their knowledge, no employee of Customer has any personal or beneficial interest whatsoever in the service or property which is
the subject matter of this Agreement. Customer has no interest and shall not acquire any interest direct or indirect, that would in any manner
or degree interfere with the performance of Provider's services and Provider shall not employ any person having such known intere . During
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the term of this Agreement, Provider shall not engage in any in any business or personal activities or practices or maintain any relationships
which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by
Provider to ensure compliance with this provision may result, in Customer's sole discretion, in immediate termination of this Agreement No
employee of Provider nor any member of Provider's family (in the event Provider operates as a sole proprietor) shall serve on a County Board
of Customer, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Provider's
operations, or authorizes funding to Provider.
PROVIDER: ONSOLVE, LLC CUSTOMER: WELD COUNTY GO)/ERNMENT,
�7 Cam- COLORAD
Signed: CAW 2&!'i /LaTtsj Signed;;
Printed Name: Ann Pickren Printed Name: Barbara 'ICirkmeyer
Title: President Title:
Date: 11/20/2019 Date: DEC 0 9 2019
Executed for Exhibits B and C
BOCC Chair
ONSOLVE. LLC Page a of Customer Initials VI
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Decanter 2015 Form
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EXHIBIT C
ACCEPTABLE USE POLICY
1. General Terms.
1.1 All Content is Customers sole responsibility. Customer is solely responsible for the integrity and quality of the Content.
Customer shall be responsible for, and under no circumstances will Provider or its Affiliates or any of their licensors or suppliers be
responsible, for any loss, damage or liability arising out of any Content, including any mistakes contained in the Content or the use or subject
matter of the Content. Further, Customer is responsible for: (i) any Notifications that are sent through its accounts (other than if caused by
the Service itself or breaches by Provider); (ii) all Fees accruing from the use of the Service through Its account, whether by its Affiliates and
its and their employees and consultants; and (iii) all actions of its Affiliates, and its and their employees consultants, as if such actions had
been conducted by Customer.
1.2 Customer shall be responsible for procuring any necessary consents or having other legal basis to contact Contacts with
respect to the provision of any data transmitted through the Service.
1.3 Customer shall use any data it uploads into the Service in accordance with any and all restrictions applicable to such data
and all Applicable Laws.
1.4 Customer will use and permit its Users to use the Service in accordance with this Agreement and all Applicable Laws,
including the Telephone Consumer Protection Act, Fair Debt Collections Practices Act, Federal Communications Commission ("FCC") or
Federal Trade Commission ("FTC") rules or regulations and any and all other Applicable Laws related to pre-recorded telephone and/or text
messages and the use of automated dialing equipment.
1.5 Customer will include, at the beginning of each Notification, its official business or government name. Customer will include,
at the end of each Notification, a telephone number for Customer.
1.6 Customer will not send any Notifications to mobile devices owned by a Contact unless Customer has obtained such Contact's
"opt -in" consent to receive, or Customer has other legal basis to send such Contact, pre-recorded, telephone and text Notifications using
automated dialing equipment.
1.7 Customer must provide Contacts with a simple mechanism for opting out or unsubscribing from receiving Notifications,
including information on how to "opt -out" or unsubscribe.
1.8 Customer will not send Notifications to phone numbers that are emergency numbers and/or other numbers that may not be
called using automated dialing equipment under Applicable Law.
1.9 Customer's total Notifications to an individual Contact will not exceed an average of one (1) Notification per day (via any
contact method), absent an emergency or a specific use case for the Contact. Should Customer exceed this fair use, the parties will meet to
discuss the reasons, review best practices and determine if an adjustment to Customer's Service plan is necessary. Due to vendor
requirements for ensuring Notifications sent by the Service are not blacklisted, Customer shall adhere to this fair use policy.
1.10 Customer will not send any Content that it knows, or has reason to know: (i) infringes anothers rights in intellectual property;
(ii) invades any privacy laws including without limitation another's right to privacy and/or any privacy policies of Customer or any third -party;
and/or (iii) justifies a complaint to the FCC and/or FTC.
1.11 Customer will not, and will not permit its Users or any third parties to: (i) engage or facilitate any unethical, deceptive or
misleading practices in connection with the use of the Service; (ii) use the Service in connection with any telemarketing, solicitations,
donations, sales, spamming or any unsolicited messages (commercial or otherwise); and/or (iii) provide Content to be transmitted in the
Service which: (a) is defamatory, libelous, obscene, pornographic, or is otherwise harmful; (b) promotes violence, discrimination, illegal
activities, gambling, alcoholic beverages, guns or tobacco; and/or (c) contains or otherwise links to viruses, worms, cancelb ots or any other
harmful code or computer programs designed to disrupt the functionality of any computer software or hardware or telecommunications
equipment.
1.12 Customer may send SMS Texts in text format only.
1.13 Customer acknowledges and agrees that Notifications may not be delivered to the phone if not in range of a transmission
site, or if sufficient network capacity is not available at a particular time. Even within a coverage area, factors beyond the control of the carrier
may interfere with message delivery, including the Customer's equipment, terrain, proximity to buildings, foliage, and weather. Customer
acknowledges that urgent Notifications may not be timely received and that the carrier does not guarantee that messages will be delivered.
1.14 Customer acknowledges that Provider may block Notifications (e.g., based on instructions from Contacts, carriers,
aggregators, government agencies, etc.).
1.15 Customer agrees to maintain all security regarding its (and its Users') account ID, password, and connectivity with the
Service. If Customer's account ID or password are stolen, or otherwise compromised Customer is obligated to immediately change the
password and inform Provider of the compromise.
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Exhibit B
TERMS AND CONDITIONS
1. DEFINITIONS.
1.1. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with, a party to this
Agreement, where "control" means the control, through ownership or contract, of more than 50% of all the voting power of the shares entitled
to vote for the election of the entity's directors or members of the entity's governing body; provided that such entity shall be considered an
Affiliate only for the time during which such control exists.
1.2. "API" means the application program interface for the Service.
1,3. "API Contacts" means an individual person whose information is stored in an external third party application database (not in the
Service database) capable of only receiving and responding to Notifications. API Contacts are not permitted to log in to the Service. All API
Contacts are included in Customer's total number of Contacts as set forth on the Service Order, whether or not they are transmitted to the
Service.
1.4. "Applicable.Law" means any domestic and/or foreign statute, ordinance, judicial decision, executive order, or regulation having the
force and effect of law, including US-EU Privacy Shield (where applicable).
1.5. "Contact" means an individual person capable of only receiving and responding to Notifications and, if permitted, updating its own
profile. Contact includes API Contacts.
1.6. "Content" means content, data, text, messages and other material contained in a Notification.
1.7. "Data Processing Addendum" means Provider's data processing addendum (if applicable) that is executed by the Parties under this
Agreement.
1.8. "Documentation" means any official, applicable documentation that Provider provides to Customer (electronic or written) regarding
the Service.
1.9. "EU or Swiss Personal Data" means Standard Personal Information of any European Economic Area (EEA) resident as defined
under the General Data Protection Regulation (EU 2016/679)("GDPR") and any national laws implementing the GDPR, regulations and
secondary legislation, or of any Swiss resident as defined under the Swiss Federal Data Protection Act and Data Ordinance 2017, each as
amended or updated from time to time.
1.10. "Fees" means any fees due hereunder, including without limitation all Transaction Fees and Subscription Fees.
1.11. "Initiator(s)" means an individual person or application authorized to create and issue Notifications.
1.12. "Notification(s)" means messages issued by an Initiator through the Service, whether or not responded to by Contact.
1.13. "Sensitive Data" means any personally identifiable information relating to health/genetic or biometric information; religious beliefs
or affiliations; political opinions or political party membership; labor or trade union membership; sexual preferences, practices or marital
status; national, racial or ethnic origin; philosophical or moral beliefs; criminal record, investigations or proceedings or administrative
proceedings; financial, banking or credit data; date of birth; social security number or other national id number, drivers' license information;
or any other "sensitive data° category specifically identified under any Applicable Laws.
1.14. "Service" means Provider's software -as -a -service, Internet -based and accessed notification service to set up and send
Notifications.
1.15. "Service Order' means the service order to which these Terms and Conditions are attached, which describes the specific Service
to be provided to Customer.
1.16. "Standard Personal Information" means name, business contact details (work telephone number, cell phone number, e-mail
address and office address and location), personal contact details (home telephone number, cell phone number, other telephone, e-mail
address and physical address), geolocation, and employee ID or other non -identifying ID number.
1.17. "Subscription Fee" means the fees for access to and use of the Service, including any activation fees.
1.18. "Transaction Fee" means the fees for individual transactions of sending and/or receiving Notifications to and from devices.
1.19. "User means, collectively, Initiator(s) and Contact(s).
2. SCOPE OF THE SERVICE.
2.1. Service. Subject to these Terms and Conditions (this "Agreement"), including the Exhibits attached hereto, Provider shall provide
Customer with access to the Service in accordance with Providers Documentation. Customer will not, and will not allow or assist any other
entity to, sublicense, assign, transfer, distribute, rent or sell use or access to the Service, or remove, alter or obscure any product identification,
copyright or other notices. Only Customer, its Affiliates' and their respective employees and agents may act as Initiators; all use of the Service
by Customer, its Affiliates' and their respective employees and agents is subject to the restrictions set forth in this Agreement.
2.2. Ownership and Service Components. All rights not expressly granted to Customer herein are expressly reserved by Provider. The
Service is and shall remain the exclusive property of Provider and its licensors. Customer represents and warrants it has the right and
authority to provide Provider with the Content for use in connection with the Service and Provider agrees that Content shall be owned by
Customer. Provider and its third -party providers shall have a royalty -free, worldwide, transferable, sub-licenseable license to use the Content
to perform the Service. Provider may gather Service data for the purpose of optimizing the Service. This Information includes data regarding
memory usage, connection speed and efficiency. Users are subject to Provider's terms of service and privacy policy available on Provider's
website, www.onsolve.com/privacy-statement. Customer shall not, and shall not allow or assist any other entity to, create derivative works,
modify, decompile, disassemble, or otherwise reverse engineer or attempt to discover any source code or underlying ideas of any component
of the Service, except to the extent that Applicable Law prohibits such restrictions. Customer agrees that any suggestions, enhancement
requests, recommendations, or other improvements (collectively, "Feedback") provided by Customer to Provider may be incorporated by
Provider into the Service. Feedback is provided without warranty of any kind. Customer grants Provider the right to copy, distribute, transmit,
publicly display, publicly perform, reproduce, edit, translate, and reformat the Feedback, and the right to sublicense such rights to others. No
compensation will be paid with respect to the use of Feedback.
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2.3. Contact Limit. During the term of the applicable Service Order and for a period of one (1) year thereafter, Provider shall have the
right (at its own expense, upon reasonable notice, and no more frequently than once per calendar year unless prior breach has been
uncovered) to inspect the number of Contacts. If Provider determines that Customer has exceeded the licensed number of Contacts,
Customer shall pay Provider for the additional Contacts and the costs of such review within ten (10) days of Provider's invoice.
3. PAYMENT AND TAXES
3.1. Payment. Customer shall pay the Fees as set forth on the Service Order to this Agreement without setoff or deductions, within thirty
(30) days from the invoice date. Payment shall be in advance, excluding any Transaction Fees which will be billed in arrears. Unpaid balances
will be subject to interest at a rate of one and a half percent (1.5%) per month or the highest rate permitted by Applicable Law, whichever is
lower, commencing on the date that payment was due.
3.2. Taxes, In addition to the Fees, Customer agrees to pay any taxes (including any VAT or sales tax), whether foreign, federal, state,
local or municipal that may be imposed upon or with respect to the Service exclusive of taxes on Provider's net income.
3.3. Message Surcharges. Provider will not be liable to Customer, to any Contact or to any other person for any charges or fees that
arise from sending or receipt of a Notification using the Service, including as a result of increases in pass -through charges by
telecommunications providers.
4. TERM AND TERMINATION
4.1. Term. Unless earlier terminated in accordance with the terms of this Agreement, the Initial Term of this Agreement shall begin on
the Effective Date and continue for the period set forth on the applicable Service Order. Upon completion of the Initial Term, this Agreement
shall automatically renew for successive renewal terms (each a "Renewal Term") as set forth on the applicable Service Order, unless either
party provides at least thirty (30) days' written notice that the Agreement will expire at the end of the Initial Term or then -current Renewal
Term.
4.2. Termination. If either party defaults in any of its material obligations under this Agreement and such default has not been cured
within thirty (30) days after written notice of such default, or if either party makes an assignment for the benefit of creditors, files a voluntary
petition in bankruptcy, is adjudicated bankrupt or insolvent, is subject to appointment of a receiver or is a party in any proceeding in any
jurisdiction to which it is subject that has an effect similar or equivalent to any of the events mentioned, the non -defaulting party may
immediately terminate this Agreement in addition to its other rights and remedies.
4.3. Suspension. Provider may suspend the Service: (a) effective immediately upon notice if Customer breaches any provision under
Section 5 (Customer Obligations); or (b) if payment for any portion of the Fees is not received by Provider within fifteen (15) days after receipt
of written notice that payment is past due. Such suspension shall not modify or lengthen the term of this Agreement or any then current
Service Order, nor shall any rights or obligations hereunder be waived during the suspension period.
4.4. Effects of Termination. Upon termination or expiration of this Agreement (i) Provider will, upon written request of Customer, erase
Customer data from the production servers controlled by Provider, except that: (a) any data stored on Provider's backup servers shall be
deleted as soon as technically feasible, and in any event within ninety (90) days from deletion from production, and Provider agrees that it
(1) shall discontinue processing such data; and (2) shall maintain the confidentiality of such data in accordance with this Agreement; and (b)
Provider may retain report data (e.g., date/time of Notification and number of Notifications sent) necessary to support its billing and accounting
records; (ii) Customer will immediately pay to Provider all amounts due and payable for Services delivered prior to the date of termination;
(iii) Customer shall immediately cease all use of the Service and return or destroy all copies, extracts, derivatives and reflections of the
Service, and, upon Provider's request, provide written notice that Customer has fully complied with this clause, and (iv) remedies for breach,
rights to accrued payments and Sections 1 (Definitions), 2.2 (Ownership and Service Components), 2.3 (Contact Limit), 3. (Payment and
Taxes), 4.4 (Effects of Termination), 5 (Customer Obligations), 6 (Confidentiality and Security), 8 (Indemnification and Responsibility), 9
(Limitation of Liability), and 10 (General) will survive. Upon termination of this Agreement for Customer's breach: (a) Customer will
immediately pay to Provider all unpaid Fees that would become due under the then -current term if such termination did not occur; and (b)
Provider shall retain any Fees paid to date. Upon termination of this Agreement for Provider's breach, Provider will refund an amount equal
to the prorated amount of Fees paid for the remainder of the then current term, less any expenses for transactions completed prior to the
date of termination, which shall be calculated based upon the Transaction Fees.
5. CUSTOMER OBLIGATIONS
5.1. Customer Obligations. The Service is subject to pass -through terms from certain telephony, facsimile, GIS and/or Short Message
Service (SMS) vendors and as such, Provider may modify these terms upon thirty (30) days written notice to Customer if reasonably
necessitated due to changes by the third -party providers, Failure to comply with these terms could result in the termination of certain critical
services from Provider's vendors which would impact all of Provider's customers.
5.2. Acceptable Use Policy. Customer will use the Service in accordance with all Applicable Laws and the Acceptable Use Policy
attached to the Agreement as Exhibit C.
5.3. Data Security. Customer acknowledges and agrees that Provider does not require or "pull" any specific data from Customer; that
Customer controls which data and Content is input through the Service and which data is sent and to whom such data is sent; and that
Provider only specifically tracks the privacy regulations of the United States, Canada, and the European Economic Area, Switzerland and
Japan with respect to the Standard Personal Information and shall have no obligations with respect to privacy regulations in other countries
or for other types of data. Accordingly: (i) Customer shall not under any circumstances, transmit or store any Sensitive Data to or through the
Service; and (ii) Customer shall not transmit or store any EU or Swiss Personal Data to or through the Service unless: (a) Customer is certified
under the US-EU Privacy Shield Framework and complies with the Privacy Shield's principles in connection with the protection and handling
of its Standard Personal Information or Customer hereby represents to Provider that its protection and handling of Standard Personal
Information is in compliance with the principles outlined in the US-EU Privacy Shield Framework, consisting of: Notice; Choicerability
ONSOLVE, LLC Page 2 of] Customer Initials
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December 2018 Form
o 0/9..5/9a�
for Onward Transfer; Security; Data Integrity and Purpose Limitation; Access; Recourse; Enforcement and Liability; or (b) Customer has
executed the Data Processing Addendum, and in such case Customer shall fully comply with the Data Processing Addendum. Provider is
certified under the US-EU Privacy Shield Framework and complies with the EU-US Privacy Shield principles in its handling and processing
of Standard Personal Information.
6, CONFIDENTIALITY AND SECURITY.
6.1. Confidential Information. During the course of this Agreement, each party may have access to confidential, proprietary or trade
secret information disclosed by the other party, including, without limitation, ideas, trade secrets, procedures, methods, systems, and
concepts, whether disclosed orally or in writing or stored within the Service, or by any other media ("Confidential Information"). Any
information related to the Service, including Documentation, security information, and API information, shall be deemed to be Confidential
Information of Provider, and any Content shall be deemed to be Confidential Information of Customer. Each party (the °Receiving Party")
acknowledges that the Confidential Information of the other party (the "Disclosing Party") contains valuable trade secrets and other proprietary
information of the Disclosing Party and that any such Confidential Information will remain the sole and exclusive property of the Disclosing
Party. Each party will use Confidential Information only for the purpose of performing under this Agreement, restrict disclosure of Confidential
Information solely to its employees and contractors with a need to know, not disclose such Confidential Information to any other entities
unless required to perform the terms of this Agreement, and otherwise protect the Confidential Information with no less restrictive measures
than it uses to protect its own confidential and proprietary information. Information will not be deemed "Confidential Information" if it: (a) is
generally available to the public (other than through breach of this Agreement); (b) is received from a third party lawfully empowered to
disclose such information without being subject to an obligation of confidentiality; or (c) was rightfully in the Receiving Party's possession
free of any obligation of confidence at the time it was communicated to the Receiving Party. Notwithstanding the above, the Receiving Party
will not be in violation of the confidentiality restrictions herein with regard to a disclosure that was in response to a valid order by a court or
other governmental body, provided that the Receiving Party provides the Disclosing Party with prompt written notice prior to such disclosure
where reasonably possible in order to permit the Disclosing Party to seek confidential treatment of such information. A Receiving Party shall
promptly notify the Disclosing Party if the Receiving Party becomes aware of any misuse or unauthorized disclosure of Confidential
Information.
6.2. Security. Provider has put in place commercially reasonable information security procedures designed to protect and prevent
unauthorized access to Content and Contact data. Provider will only process Content in accordance with the terms and conditions of this
Agreement and Customer's instructions. Provider's security procedures include physical security, network security, hosted/data security and
web security. Provider may modify its security procedures from time to time in accordance with changes to industry standards, but only in a
manner that retains or increases the stringency of Provider's security obligations.
7. REPRESENTATIONS AND DISCLAIMER
7.1. Mutual Representations. Each party represents and warrants that: (i) it has the full corporate right, power and authority to enter into
this Agreement, to grant the rights granted hereunder and to fully perform its obligations under this Agreement; (ii) the execution of this
Agreement by such party, and the performance by such party of its obligations hereunder, does not end will not violate or conflict with any
agreement to which such party is a party or by which it is otherwise bound; and (iii) when executed and delivered by such party, this Agreement
will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
7.2. Additional Provider Representations. Provider represents and warrants that: (i) the Service will conform in all material respects to
Applicable Law, Provider's Documentation; and (ii) all customer support, training and other services to be performed hereunder shall be
performed in a professional and workmanlike manner consistent with industry standards.
7.3. Disclaimer Provider makes no representation, warranty or guaranty, that the Service will work with, or be supported by, all protocols,
networks, operating systems or environments; will be error -free; or that all Notifications will be delivered. Customer acknowledges and agrees
that the Service is provided on a best efforts basis and is not designed, intended, authorized or warranted to be suitable for hosting life-
support or EMT -based applications or other critical applications where the failure or potential failure of the Service can cause injury, harm,
death, or other grave problems, including delays in getting medical care or other emergency services, and that any use of the Service to
support such applications is fully at Customer's risk and Customer acknowledges that Provider will not have any liability for issues related to
such use. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
WHETHER EXPRESS, IMPLIED, OR STATUTORY OR OTHERWISE, REGARDING THE SERVICE, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. INDEMNIFICATION AND RESPONSIBILITY
8.1. Provider General Indemnification. Provider will defend, indemnify, and hold harmless Customer and its employees ("Customer
Indemnitees") from and against any and all third party actions, losses, awards, liabilities, claims, expenses, damages, settlements, fees,
penalties and costs of every kind and description, including reasonable legal fees and government regulatory fines (collectively, "Losses")
arising from: (i) any gross negligence or willful misconduct by Provider; or (ii) any breach of Section 6 by Provider.
8.2. Provider IP Indemnification. Provider will defend, indemnify, and hold harmless the Customer Indemnitees from and against all
Losses arising out of a claim that the Service directly infringes a copyright or patent issued as of the Effective Date, or other intellectual
property right of a third party. The foregoing obligation of indemnification does not apply where: (a) Customer's use of the Service is not in
compliance with the terms of this Agreement; (b) Customer has modified the Service or any part thereof without Provider's express, written
authorization; (c) Customer has combined the Service with software, hardware, system, data, or other materials not supplied or authorized
by Provider where the infringement or misappropriation relates to such combination, unless Provider expressly authorized such combination
or the combination was provided for in the Documentation; (d) the Loss is as a result of Content or Contact data; or (e) Customer continues
use of the Service after being provided modifications that would have avoided the alleged infringement. In the event Provider believes that
ONSOLVE, LLC Page 3 of T Customer Initials
CONFIDENTIAL AND PROPRIETARY
December 2010 Form
O.2.o/ 9-1-957)
the Service is, or is likely to be, the subject of an infringement claim, Provider may, at its option, (1) procure for Customer the right to continue
using the Service under this Agreement, (2) replace or modify the Service so that it becomes non -infringing but substantially equivalent in
functionality and performance, or (3) if neither clause (1) or (2) are feasible in spite of Providers reasonable efforts, terminate this Agreement
and refund a prorated portion of the Subscription Fees based on the days left in the Initial Term or then -current Renewal Term, less any
expenses for usage accrued prior to the date of termination. The foregoing obligations are Provider's only obligations and liability in
connection with infringement by the Service.
8.3. Customer Responsibility. Customer will be solely responsible for any and all Losses, arising from: (i) Customer's breach of Sections
5 and 6; (ii) use of Content by Provider in connection with its performance of the Service; (iii) third party claims that Customer's Content
infringes on any intellectual property rights; or (iv) Customer's gross negligence or willful misconduct.
8.4. Indemnification Procedures. In the event Customer seeks indemnification hereunder, Customer shall provide Provider with: (i)
prompt written notice of any claim for which indemnification is sought; (ii) complete control of the defense and settlement of such claim; and
(iii) reasonable assistance and cooperation in such defense. In any proceeding Customer shall have the right to retain, at its expense, its
own counsel. Notwithstanding the foregoing, the Provider may not enter into a settlement of a claim that involves a remedy other than the
payment of money by the Customer without the Customer's written consent.
9. LIMITATION OF LIABILITY
9.1. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO BREACH
OF SECTION 5.2 or Section 5.3 (CUSTOMER OBLIGATIONS) OR SECTION 6 (CONFIDENTIALITY AND SECURITY) OR ANY
OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION AND RESPONSIBILITY): (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOSS OF DATA, REVENUES, PROFITS OR OTHER ECONOMIC
ADVANTAGE, OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER SIMILAR
DAMAGES OF ANY KIND OR NATURE, (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH, THE SERVICE OR THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF
EITHER PARTY, ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS EXCEED THE FEES
ACTUALLY PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS OF SERVICE PRIOR TO THE DATE
ON WHICH SUCH CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL PROVIDER'S TOTAL CUMULATIVE LIABILITY FOR ANY
BREACH OF SECTION 6 (CONFIDENTIALITY AND SECURITY) EXCEED THREE TIMES (3X) THE FEES ACTUALLY PAID BY
CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE FIRST
NOTICE IS PROVIDED BY CUSTOMER REFERENCING THE RELEVANT CLAIM HEREUNDER. Customer understands and agrees that
the limitation of liability in this Agreement for Provider is reasonable and that Provider would not enter into this Agreement without such
limitations.
10. GENERAL
10.1. Force Maieure. Neither party shall be responsible for delays or failures of performance resulting from acts beyond the reasonable
control of such party, including acts of God, acts of war, riots, acts of terror and other acts or omissions of third parties such as interruptions,
delays, or malfunctions of service by third -party service providers.
10.2. Dispute Resolution. Except for injunctive relief sought by either party, the parties agree to cooperate and escalate any dispute or
controversy ("Dispute") arising out of or related to the performance of this Agreement or any Service Order to each party's business managers,
who will meet and work in good faith to resolve each Dispute within ten (10) business days after receiving notification of the Dispute. If the
business managers are unable to resolve the Dispute, either party may escalate the Dispute to the next highest level of management for
resolution. If the Dispute remains unresolved thirty (30) days after referral to the next highest level of management within each party, either
party may bring suit in a court of competent jurisdiction. This Section shall survive the expiration or termination of this Agreement for any
reason. If either party engages attorneys to enforce any rights out of or relating to this Agreement, the prevailing party in any action to enforce
or interpret this Agreement shall be entitled to recover any and all costs and expenses of any nature including attorneys' and experts' fees
and costs.
10.3. Publicity. For the duration of this Agreement, Provider may use Customer's name and logo on the Provider web site and in Provider's
collateral marketing materials identifying Customer as a purchaser of the Service. If Provider's expected use of Customer's name and/or logo
includes more than basic identification of Customer, Provider shall provide Customer with a copy of such content for approval, such approval
not to be unreasonably withheld.
10.4. Survival of Terms. The rights and obligations of either party that by their nature would continue beyond the termination or expiration
of this Agreement shall survive termination or expiration of this Agreement. For example, the provisions of this Agreement regarding
indemnification and/or limitation of liability shall survive termination of this Agreement as to any cause of action arising under the Agreement.
10.5. Independent Contractor. Provider's relationship with Customer shall be that of an independent contractor, and nothing in this
Agreement shall be construed to create a partnership, joint venture, principal -agent, or employer -employee relationship. Neither party will
have or represent that it has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of
the other party.
10.6. Severability. If any term or provision of this Agreement or the application thereof is to any extent held invalid or unenforceable, the
remainder of this Agreement shall not be affected thereby, and each term and provision hereof shall be valid and enforced to the fullest extent
of the law.
ONSOLVE, LLC Page 4 of 7 Customer Initials
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Decem5sr 2018 Fonn
10.7. Entire Agreement. This Agreement constitutes the entire agreement and understanding between Customer and Provider with
respect to the subject matter hereof and supersedes all prior and contemporaneous verbal and written negotiations, agreements and
understandings, if any, between the parties. This Agreement cannot be modified except by a writing signed by an authorized representative
of each party. The terms of this Agreement shall take precedence over any conflicting terms in purchase or procurement documentation,
such as a purchase order, acknowledgement form, or other similar documentation and any pre-printed terms and conditions on or attached
to Customer's purchase orders or invoices will be of no force or effect. The failure of either party to enforce any provision of this Agreement,
unless waived in writing by such party, will not constitute a waiver of that party's right to enforce that provision or any other provision of this
Agreement.
10.8. Notice. All notices and consents required or permitted under this Agreement must be in writing; must be personally delivered or sent
by registered or certified mail (postage prepaid), by overnight courier or other nationally recognized carrier, or by facsimile (receipt confirmed),
in each case to Provider's address on the Service Order, Attn: Legal, and to Customer's Business Contact on the Service Order, and will be
effective upon receipt. Each party may change its address for receipt of notices by giving notice of the new address to the other party.
10.9. Counterparts. This Agreement may be executed in facsimile and in counterparts.
10.10. Export Compliance. The Service and other Provider technology, and derivatives thereof may be subject to export laws and
regulations of the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied -party list.
Customer will not permit any User to access or use the Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or
Syria) or in violation of any U.S. export law or regulation, and will not permit any U.S.-sanctioned persons or entities to act as Users.
10.11. U.S. Government End Users. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-
7014(a)(5) or otherwise, all software and accompanying documentation provided in connection with this Agreement are "commercial items,"
"commercial computer software," and or "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR
section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S.
Government shall be governed solely by the terms of this Agreement. Customer will ensure that each copy used or possessed by or for the
government is labeled to reflect the foregoing.
10.12. Assignments. Neither party may assign this Agreement without the prior written consent of the other party, except to an Affiliate or
an entity that acquires all or substantially all of its business or assets, whether through merger, reorganization or otherwise. Any assignment
in violation of the foregoing shall be void and of no effect.
10.13. Non -Appropriation. Customer may terminate this Agreement at the end of Customer's then -current fiscal year by providing a
minimum of thirty (30) days' prior written notice, provided that: (1) funds for this Agreement are not appropriated by the Customer for the
Service or any similar or competing service; or (2) funds for this Agreement that are or were to be provided by grant or through an outside
funding source are withheld, denied, or are otherwise not available to the Customer, In the event of a termination under this paragraph,
Provider will retain all Fees paid to date, Customer will immediately pay to Provider all amounts due and payable through the date of
termination, and Provider agrees to waive all unpaid Subscription Fees that would become due after the termination date.
10.14. Public Contracts for Services C.R.S. §8-17.5-101. Provider certifies, warrants, and agrees that it does not knowingly employ or
contract with an illegal alien who will perform work under this Agreement. Provider will confirm the employment eligibility of all employees
who are newly hired for employment in the United States to perform work under this Agreement, through participation in the national E -Verify.
Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a
subcontractor that fails to certify with Provider that the subcontractor shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement. Provider shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment
screening or job applicants while this Agreement is being performed. If Provider obtains actual knowledge that a subcontractor performing
work under the public contract for services knowingly employs or contracts with an illegal alien, Provider shall notify the subcontractor and
Customer within three (3) days that Provider has actual knowledge that a subcontractor is employing or contracting with an illegal alien and
shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving
notice. Provider shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor
has not knowingly employed or contracted with an illegal alien. Provider shall comply with reasonable requests made in the course of an
investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Provider participates
in the State of Colorado program, Provider shall, within twenty days after hiring a new employee to perform work under this Agreement affirm
that Provider has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the
identification documents for such employees. Provider shall deliver to Customer, a written notarized affirmation that it has examined the
legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program (if Provider is
participating with the State of Colorado program). If Provider fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101
et seq., Customer, may terminate this Agreement for breach, and if so terminated, Provider shall be liable for actual and consequential
damages.
Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Provider receives federal or state funds under
this Agreement, Provider must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United
States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under this Agreement. If Provider operates
as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully
present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et
seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of this Agreement.
ONSOLVE, LLC Page 5 of 7 Customer lnitlalel'I
CONFIDENTIAL AND PROPRIETARY
December 2018 FM
the term of this Agreement, Provider shall not engage in any in any business or personal activities or practices or maintain any relationships
which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by
Provider to ensure compliance with this provision may result, in Customer's sole discretion, in immediate termination of this Agreement. No
employee of Provider nor any member of Provider's family (in the event Provider operates as a sole proprietor) shall serve on a County Board
of Customer, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Provider's
operations, or authorizes funding to Provider.
PROVIDER: ONSOLVE, LLC
Signed:
Printed Name: Ann Pickren
Title: President
Date: 11/20/2019
ONSOLVE, LLC
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
CUSTOMER: WELD COUNTY GOVERNMENT,
COLORADO
�,!
Signed: SEC MO/11 Tit 6
Printed Name:
Title:
Date:
Executed for Exhibits B and C
Page 6 of 7 Customer Initials e
10.15 Employee Financial Interest/Conflict of Interest — C.R.S. §p4-18-201 et seq. and §24-50-507. The signatories to this Agreement
aver that to their knowledge, no employee of Customer has any personal or beneficial interest whatsoever in the service or property which is
the subject matter of this Agreement. Customer has no interest and shall not acquire any interest direct or indirect, that would in any manner
or degree interfere with the performance of Provider's services and Provider shall not employ any person having such known interests. During
the term of this Agreement, Provider shall not engage in any in any business or personal activities or practices or maintain any relationships
which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by
Provider to ensure compliance with this provision may result, in Customer's sole discretion, in immediate termination of this Agreement. No
employee of Provider nor any member of Provider's family (in the event Provider operates as a sole proprietor) shall serve on a County Board
of Customer, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Provider's
operations, or authorizes funding to Provider.
PROVIDER: ONSOLVE, LLC
Signed: S 19e6/Ott `PP(66
CUSTOMER: WELD COUNTY GOVERNMENT,
COLORAD
Signed
Printed Name: Printed Name: Barbara Kirkmeyer
Title: Title: BOCC Chair
Date: Date:
Executed for Exhibits B and C
DEC 0 9 2019
ONSOLVE, LLC Page 6 of 1 Customer Inmate
CONFIDENTIAL AND PROPRIETARY
December2018 Form
a2oi9--L-9� )
EXHIBIT C
ACCEPTABLE USE POLICY
1. General Terms.
1.1 All Content is Customer's sole responsibility. Customer is solely responsible for the integrity and quality of the Content.
Customer shall be responsible for, and under no circumstances will Provider or its Affiliates or any of their licensors or suppliers be
responsible, for any loss, damage or liability arising out of any Content, including any mistakes contained in the Content or the use or subject
matter of the Content. Further, Customer is responsible for: (i) any Notifications that are sent through its accounts (other than if caused by
the Service itself or breaches by Provider); (ii) all Fees accruing from the use of the Service through its account, whether by its Affiliates and
its and their employees and consultants; and (iii) all actions of its Affiliates, and its and their employees consultants, as if such actions had
been conducted by Customer.
1.2 Customer shall be responsible for procuring any necessary consents or having other legal basis to contact Contacts with
respect to the provision of any data transmitted through the Service.
1.3 Customer shall use any data it uploads into the Service in accordance with any and all restrictions applicable to such data
and all Applicable Laws.
1.4 Customer will use and permit its Users to use the Service in accordance with this Agreement and all Applicable Laws,
including the Telephone Consumer Protection Act, Fair Debt Collections Practices Act, Federal Communications Commission ("FCC") or
Federal Trade Commission ("FTC") rules or regulations and any and all other Applicable Laws related to pre-recorded telephone and/or text
messages and the use of automated dialing equipment.
1.5 Customer will include, at the beginning of each Notification, its official business or government name. Customer will include,
at the end of each Notification, a telephone number for Customer.
1.6 Customer will not send any Notifications to mobile devices owned by a Contact unless Customer has obtained such Contact's
°opt -in" consent to receive, or Customer has other legal basis to send such Contact, pre-recorded, telephone and text Notifications using
automated dialing equipment.
1.7 Customer must provide Contacts with a simple mechanism for opting out or unsubscribing from receiving Notifications,
including information on how to "opt -out" or unsubscribe.
1.8 Customer will not send Notifications to phone numbers that are emergency numbers and/or other numbers that may not be
called using automated dialing equipment under Applicable Law.
1.9 Customer's total Notifications to an individual Contact will not exceed an average of one (1) Notification per day (via any
contact method), absent an emergency or a specific use case for the Contact. Should Customer exceed this fair use, the parties will meet to
discuss the reasons, review best practices and determine if an adjustment to Customer's Service plan is necessary. Due to vendor
requirements for ensuring Notifications sent by the Service are not blacklisted, Customer shall adhere to this fair use policy.
1.10 Customer will not send any Content that it knows, or has reason to know: (i) infringes another's rights in intellectual property;
(ii) invades any privacy laws including without limitation another's right to privacy and/or any privacy policies of Customer or any third -party;
and/or (iii) justifies a complaint to the FCC and/or FTC.
1.11 Customer will not, and will not permit its Users or any third parties to: (i) engage or facilitate any unethical, deceptive or
misleading practices in connection with the use of the Service; (ii) use the Service in connection with any telemarketing, solicitations,
donations, sales, spamming or any unsolicited messages (commercial or otherwise); and/or (iii) provide Content to be transmitted in the
Service which: (a) is defamatory, libelous, obscene, pornographic, or is otherwise harmful; (b) promotes violence, discrimination, illegal
activities, gambling, alcoholic beverages, guns or tobacco; and/or (c) contains or otherwise links to viruses, worms, cancelbots or any other
harmful code or computer programs designed to disrupt the functionality of any computer software or hardware or telecommunications
equipment.
1.12 Customer may send SMS Texts in text format only.
1.13 Customer acknowledges and agrees that Notifications may not be delivered to the phone if not in range of a transmission
site, or if sufficient network capacity is not available at a particular time. Even within a coverage area, factors beyond the control of the carrier
may interfere with message delivery, including the Customer's equipment, terrain, proximity to buildings, foliage, and weather. Customer
acknowledges that urgent Notifications may not be timely received and that the carrier does not guarantee that messages will be delivered.
1.14 Customer acknowledges that Provider may block Notifications (e.g., based on instructions from Contacts, carriers,
aggregators, government agencies, etc.).
1.15 Customer agrees to maintain all security regarding its (and its Users') account ID, password, and connectivity with the
Service. If Customer's account ID or password are stolen, or otherwise compromised Customer is obligated to immediately change the
password and inform Provider of the compromise.
ONSOLVE, LLD
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
Page 7 of 7 Customer Intllale
c)o/9-- 4.95
Contract Form
New Contract Reques
Entity Name*
ONSOLVE LLC
Contract Name*
Entity ID*
@00041656
New Entity?
Contract ID
CODE RED EMERGENCY ALERTING SYSTEM AGREEMENT 3284
Contract Status
CTB REVIEW
Contract Lead*
MRWALLACE
Contract Lead Email
mrwallace@co.weld _co us
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
THIS IS A 5YR PRICING AGREEMENT FOR CODERED EMERGENCY ALERTING SYSTEM. PRICING AMOUNT BELOW
REFLECTS THE 5YRS PRICING AT 60.000 ANNUALLY
Contract Description 2
Contract Type*
AGREEMENT
Amount*
$300,000.00
Renewable*
NO
Automatic Renewal
Grant
Department
COMMUNICATIONS
Department Email
CM-
Communications@weldgov.co
weldgov-co
m
Department Head Email
CM-Communications-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM -
C OU NTYATTORN EY@WELD
GOV.COM
If this is a renewal enter previous Contract ID
If this is part of a NSA enter MSA Contract ID
Requested BOCC Agenda
Date*
12/11/2019
Due Date
12/07/2019
Will a work session with BOCC be required?*
HAD
Does Contract require Purchasing Dept. to be inducted?
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
Termination Notice Period
Review Date*
09/02/2024
Renewal Date
Committed Delivery Date Expiration Date
10/1512024
Qe
Contact Info
Contact Name
Purchasing
Purchasing Approver
Approval Process
Department Head
MIKE WALLACE
DH Approved Date
12/03/2019
Final pproval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
12/09/2019
Originator
MRWALLACE
Contact Type Contact Email
Finance Approver
BARB CONNOLLY
Contact Phone 1 Contact Phone 2
Purchasing Approved Date
Finance Approved Date
12/04/2019
Tyler Ref #
AG 120919
Legal Counsel
BOB CHOATE
Legal Counsel Approved Date
12/04/2019
Submit
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