HomeMy WebLinkAbout20143134.tiff RESOLUTION
RE: APPROVE PROFESSIONAL SERVICES AGREEMENT FOR CODERED EMERGENCY
NOTIFICATION SYSTEM AND AUTHORIZE CHAIR TO SIGN - EMERGENCY
COMMUNICATIONS NETWORK, 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, on October 8, 2014, the Board was presented with a Professional Services
Agreement for CodeRED Emergency Notification System 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 and Communications, and Emergency Communications Network,
LLC, commencing upon full execution of signature, with further terms and conditions being as
stated in said agreement, at which time the matter was continued to October 15, 2014, to allow
additional time for review, and
WHEREAS, the Board has been presented with a Professional Services Agreement
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 and
Communications, and Emergency Communications Network, LLC, commencing upon full
execution of Signature, and will continue for a period of five (5) years, 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 Professional Services Agreement 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 and Communications, and Emergency Communications Network,
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.
X2)2 2014-3134
CC: em CM0023
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 15th day of October, A.D., 2014.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: /�'�'+�� EXCUSED
LA Douglas Rademacher, Chai
Weld County Clerk to the arQ*$ b
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ara Kirkmeyer, Pro em
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4 yCrk tote e6`���"s+'✓ l Sean
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Se^an, �
P. Conway
APPROVED AS TO FORM: ` 1 Ywf _
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2/e k Mike Freeman
CountyXttorney 7/V2
r1�2,1 WiGarcia
Date of signature: 'T
2014-3134
CM0023
w--_v-
im h.. Weld County Regional Communications Center
I) 1 i r ° ! 1551 N 17th AVE, STE 2
,. r • GREELEY, CO 80631
Fax: 970-304-6501
•
QOnfl WCRCC@WeldGov.com
Conumaications www.co.Weld.co.us
To: Board of County Commissioners
From : Michael R Wallace
Director of Public Safety Communications
Attached is the Contract for CODE RED (ECN) reverse 911 vendor, as discussed in out work session
on October 6th, 2014. This is the recommended vendor for Weld County, this vendor will include the
following init"s-product as part of its annual services; KK
• Citizen Interactions it -, `
o Mobile App — '1 H
f ■4 Instantly�receh es tnot�c tip i` fo owneIasi
registered addrekss
■ , notifies • ,of active ti n lociwhom yell through a active
y o eRE notifica ion area, gny*li rep ihe•cout
■ ro ides Current i reathe alerts rel tea the owners'cu nti bni
o-`" t e:no ft tiorls via mail,!Text,Mess ge, Flax, or o There ca k figured
a `• "rit ' t a citizen, and n leach re ive d eren types of h tiff ion ether,
Qerge cyesal inforrnatiort) _..,., t 1 ;'
o Forgotten pas�tsword assistance through the web ge, orwia Cod BE 4cii nter. (This
is currently done by me)" - . ...... '
o CitIzeii can call back the phone number they received a message from, and hear the last
message that was delivered to them. Minimizing calls into the communications center
o Citizens can have CodeRED send a test call, text or email to ensure everything is
entered correctly
o During signup, if the citizen's address does not validate, they can utilize a map to place a
marker where their address is, ensurin• the are still notified 5�
0. .� }yyf--A1 \1LM 1y.Thlaif i.:"{ \-1l AS:\' L -UD .M.bP.nxlr}111f.1:I Y.A`:U lot I II-]..{� II , Y�
it
1r it°A.r} \vy' -).3 ii in
• Communications Center
o Mapping that notifications are built on is Weld County's data, not a third party
o Ability to post notification map and information to RSS feeds when a notification is sent
o Ability to post notification map and Information to social media accounts (Twitter,
Facebook, etc.)when a notification is sent
o Included website plug-in can be integrated into Weld County's public-facing websites to
provide the most recent map and notification information.
o Notification areas can include a "plume"shape for hairnet spills
o CodeRED provides live training during implementation
o Monthly webinars are provided for training staff
o Provides the ability to launch notifications from the mobile app(future feature)
2014-3134
• Technical/Other
o Map data used to geocode TNs and addresses is Weld County's
o Geolocators are ESRI, and CodeRED will utilize locators that are built by Weld County
Public Safety GIS to validate TN addresses (PSIT GIS is currently geocoding addresses
because TFCC cannot accurately provide this service, or any feedback loop for non-
matching addresses)
o TN database will be updated and loaded monthly using our locators and data (currently
done quarterly)
o Addresses that cannot be mapped will be supplied to Weld County to research and
validate (TFCC "dumps"them in a seemingly random spot on the map, and they can still
be used in notifications that cover that location)
o Database Cleanup is performed to eliminate duplicate TNs, and multiple notifications to
the same number
o Calls that cannot connect due to being disconnected or other technical issues are
flagged and tested by CodeRED systems and staff
o On initial configuration, an "all call" is performed to test circuits and measure delivery
capacity of the local systems. This also serves as a notice to have the public sign up
their cell phones and other phone lines
o Unlimited text, email and social media messaging (TFCC text messages are charged
against the"minutes" available)
,o CodeRED,can.provide pre-formatted advertisements and,(jyers to-info citizens of the
need to sign up itindi`o\Miload the•free obile'aj
&I CAD�integration is availalle to DAD,prooyicers using an ope API nt ration rovided by
1 CodeRED , / 1 , y • ,y a (a„
o FEMA IPAWS integration included • , a-- "ti t,..,
Conference cell dialer/System available i '`
P • f ! ' l i Z_,l
i
Michael R Wallace,ENP i
Weld County Director•
of Public Safety Communications ~� '
CODERED®NEXT SERVICES AGREEMENT
SHI International Corporation
This CodeRED® NEXT Services Agreement ("Agreement") is made and effective as of the last date
written below (the "Effective Date") by and between Emergency Communications Network, LLC, a
Delaware Limited Liability Company ("Licensor') located at 780 W. Granadr Boulevard, Suite 200,
Ormond Beach, FL 32174 and Weld County Government, a body politic and corporate of the State of
Colorado("Licensee")located at 1551 North 17°'Avenue.Suite 2,Greeley,CO 80631.
Licensor is the owner of a service identified as "CodeRED® Emergency Notification System" (the
"Service"), which is designed to allow authorized licensed users to have access 24 hours a day, 7 days a
week for the purpose of generating high-speed notifications to targeted groups via an Internet-based
software application. Licensee desires to utilize the Service for the purpose of communicating matters of
public interest and concern.The parties agree as follows:
1. License: Licensor grants Licensee a non-exclusive and non-transferable license (the"License") to use
the Service for Licensee's own purpose, in accordance with the terms of this Agreement. Licensor
reserves the right to either charge additional fees or terminate this Agreement if other parties not
contemplated in this Agreement are granted access to the Service by Licensee. Licensee assumes full
and complete responsibility for the use of the Service by anyone whom Licensee permits to use the
Service or who otherwise uses the Service through Licensee's pass codes.
Licensee may not assign, license, sublicense, rent, sell or transfer the License, the Service, those codes
used to access the Service, or any rights under this Agreement. To access the Service, Licensor will
provide Licensee with up to five(5( unique user name(s) and pass code(s). Additional user pass codes
may be obtained at an additional annual fee as outlined in Exhibit A,attached hereto and incorporated by
reference.
2. Ownership: Licensee agrees that it shall not duplicate, translate, modify, copy, printout, disassemble,
decompile or otherwise tamper with the Service or any software provided. Licensee's License confers no
title or ownership in the Service or its underlying technology.
3. Copyright: Licensee understands and agrees that United States copyright laws and international treaty
provisions protect the Service. Except for the limited License provided for herein, Licensor reserves all
• rights in and to the Service and all underlying data, compilations, and information maintained by Licensor
relating to the Service, including but not limited to,the source or object code. Licensee shall not make any
ownership,copyright or other intellectual property claims related to the Service or data processed through
the Service.
4. Functionality: The Service provides Licensee the ability to generate high-speed notifications to
geographically selected calling areas and/or listed databases via an Internet-based software application.
The Service has the ability to select calling databases via a geographic mapping component. Licensee's
database(s) shall be limited to the geographic boundaries (determined by Lat/Lon coordinates) of Weld
County, Colorado (the "Callino Area'). The Service will also allow Licensee to utilize an interactive
voice response telephone service to record messages and initiate call out projects. Licensee may only
place calls via the system to telephone numbers assigned within the 48 contiguous United States of
America. International call rates may be set by separate agreement. Any additional Service functions will
be charged at the rates on Exhibit A.
5. Costs for the Service:
a) During the Term of this Agreement, SHI International Corporation ("SHI") will act as Licensee's
Purchasing Vehicle("PV"), and will collect funds from Licensee. In order to use the PV,the following
procedure shall be followed:
i) Licensor shall issue a proposal to PV for the Service listing the fees set forth on Exhibit A;
ii) PV shall issue a quote to Licensee, with a copy to Licensor, which shall include the amounts
on Licensors proposal, as well as any additional fees due from Licensee
etto/PV;
Emergency Communications Network,LLC Page 7 of 9 Initlal/ e/1 CodeRED®NEXT Services Agreement Licen License
8O14-3)3L/
iii) Licensee shall Issue a purchase order to PV, with a copy to Licensor, based upon the quote
from PV;
iv) PV shall issue an invoice to Licensee based upon the provided purchase order, and Licensee
shall remit payment for such invoice to the PV.
The above procedure shall be used for all costs and fees incurred by Licensee for utilizing the Service, as
described in Exhibit A, and as set forth in this paragraph. Licensee shall direct PV to remit such fees to
Licensor. In the event Licensee elects to use a PV other than SHI, Licensee understands and agrees that
it shall be required to sign a new agreement with Licensor.
b) Licensee understands and agrees that it will purchase prepaid minutes for the Service ("System
Minutes"). Licensee further understands and agrees that whenever Licensee utilizes the Service, the
actual calling minutes used by Licensee while utilizing the Service will be deducted from the balance of
System Minutes remaining in Licensee's System Minute bank. Licensee is responsible to maintain, at all
times, a sufficient balance of System Minutes in its System Minute bank. Finance charges at a rate of 1%
per month(12% per annum)will be charged on all balances outstanding beyond 60 days. Within 15 days
from signing this Agreement, and within 15 days from incurring any fees or costs in association with the
Service, Licensee shall present to PV a purchase order. Payment for the Service is due and payable
upon receipt of invoice ("ROI') from PV. All payments due under this Agreement shall be paid by
Licensee to: SHI International Corporation. 290 Davidson Avenue. Somerset. NJ 08873. Licensee
shall request that PV remit payments due to Licensor to: Emergency Communications Network,
LLC, 780 W. Granada Boulevard. Suite 200, Ormond Beach, FL 32174. Licensee understands and
agrees that the prices set forth on Exhibit A are not final until this Agreement has been fully executed, and
that it is at Licensor's discretion to honor such prices in the event this Agreement has not been returned
to Licensor within 90 days from the date this Agreement was drafted for Licensee.
6. Free Testing and Training Minute Blocks: Licensee is allotted free time on the system which runs the
Service for the purpose of testing and training. Licensee understands and agrees that the following
conditions must be met in order for Licensee to utilize the free minute bank specified in Exhibit A:
a) Minutes used for testing and training will be deducted from Licensee's minute bank at the time of
using the Service;
b) Licensee must notify Licensor in writing within 60 days from the date the Service was used for testing
or training, specifying qualified project(s) and minutes used, to request that such minutes be designated
as free minutes and restored to the minutes that were deducted from Licensee's System Minute bank.
Licensee understands and agrees that, if Licensee fails to notify Licensor within 60 days of the use of the
Service, the minutes used will not be eligible for restoration as free minutes, and will remain deducted
from Licensee's System Minute bank as described above;and
c) Licensor will have the final right to deem all free calling minutes eligible or ineligible for
reimbursement under this paragraph.
7. Annual System Minute Bank Replenishment: Each year, Licensee will have access to 300.000
System Minutes.The System Minute bank will be refilled every year to 300.000 System Minutes, upon the
anniversary of the Effective Date, as set forth in this Agreement. System Minutes are not transferable and
do not rollover from year to year, unless otherwise paid for and agreed in writing. If the entire bank of
System Minutes is exhausted during the given year, Licensee will be required to repurchase System
Minutes according to the Minute Bank Refill Feature described herein.
8. Term: This Agreement, and the License extended herein, will continue for a period of five(5)years(the
"Initial Term") commencing on the Effective Date, subject to the provisions of paragraph 20. Upon
termination of this Agreement,whether by expiration of the Initial Term, any Renewal Term (as hereinafter
defined) (the Initial Term and all Renewal Terms, collectively, the "Term"), or as otherwise set forth
herein, Licensee's access to the Service will be terminated and all System Minutes remaining in its
System Minute bank shall transfer solely to Licensor.
9. Contract Extension: Upon completion of the Initial Term and each Renewal Term (as hereinafter
defined), the Term of this Agreement will automatically extend for an additional five(5)year period(each
Emergency Communications Network,LLC Page 2 of 9 Initi I
CodeRED®NEXT Services Agreement Lair Licensee ?lam
a"Renewal Term"), except as otherwise set forth herein. This contract extension provision will continue to
extend the Agreement by five(5)additional years at the end of the Initial Term and each Renewal Term.
Either party may cancel this renewal provision by submitting written notice to the other no less
than 30 days prior to the end of the Initial Term or then-current Renewal Term. In the event the
Agreement is extended:
a) For each year in the Renewal Term, Licensee's System Minute bank will be replenished to the annual
300.000 minute balance;
b) Licensor will update its systems to extend the active software License and associated pass codes for
five(5)additional years of use;
c) Licensor will send a proposal to SHI as the PV, as set forth in paragraph 5, for five (5) additional
years of Service at the rate of three hundred fifteen thousand dollars ($315.000.00) Der Renewal
Term, which may be paid In Installments of sixty-three thousand dollars($63.000.00)Der year and
d) PV will be responsible for payment of, and Licensee agrees to pay to PV, the additional contract
extension fees set forth in this paragraph for all years in the Renewal Term, plus any additional fees due
from Licensee to PV,upon ROI from the PV, subject to the terms as set forth in paragraph 5.
10. Minute Bank Refill Feature: The parties recognize that Licensee may utilize the Service in a manner
that results in Licensee exceeding the amount of prepaid System Minutes in Licensee's System Minute
bank. In the event that using the Service completely exhausts Licensee's remaining prepaid System
Minute bank, Licensor will immediately refill Licensee's System Minute bank with a block of 30.000
System Minutes, and will invoice PV for this block of minutes at the Additional System Minute price as
indicated in Exhibit A. Licensee shall pay PV, and direct PV to purchase such additional System Minutes
from Licensor upon PV's ROI from Licensor, subject to the same terms as set forth in paragraph 5.
Licensee understands and agrees that it is required to maintain a System Minutes balance in its System
Minute bank at all times, and agrees to purchase Additional System Minute blocks as needed in order to
maintain a positive System Minute balance. The purpose of this refill feature is to ensure that calls being
placed via the Service are not interrupted as the result of Licensee's depletion of its System Minutes.
11. Appropriate Use of The Service: Licensee agrees to use the Service in a way that conforms with all
applicable laws and regulations, including but not limited to all applicable laws regarding outbound
telemarketing, the Federal Telephone Consumer Protection Act of 1991, The Telemarketing and
Consumer Fraud and Abuse Prevention Act of 1999, as well as State and Local telemarketing laws and
requirements. Licensee agrees not to initiate a call, such that the same call is to be delivered to two(2)or
more lines of a business. Licensee specifically agrees not to make any attempt to gain unauthorized
access to any of Licensor's systems or networks. Licensee agrees that Licensor shall not be responsible
or liable for the content of the message(s)created by Licensee, or by those who access the Service using
Licensee's codes, or otherwise delivered by the Service on behalf of Licensee. Licensee agrees to be
solely responsible for any and all lawsuits, demands, liabilities, damages, claims, losses, costs or
expenses, including its own and any awarded attorneys'fees associated with claims, whether brought by
a third party, arising from any violation of this Agreement by Licensee; from the content, placement, or
transmission of any messages or materials sent or maintained through Licensee's accounts or use of the
Service through Licensee's account, provided that such transmission or use was not made through fault
of Licensor;and from any violations of any laws by Licensee.
12. Security: Licensor will use commercially reasonable practices and standards to secure and encrypt data
transmissions. Licensee understands and acknowledges that Licensor is providing the Service on the
World Wide Web through an "upstream" third party Internet Service Provider, utilizing public utility
services which may not be secure. Licensee agrees that Licensor shall not be liable to Licensee in the
event of any interruption of service or lack of presence on the Internet as a result of any disruption by the
third party Internet Service Provider or public utility. Licensee agrees that Licensor cannot guarantee the
integrity of any Licensee supplied or user supplied data. Any errors, duplications, or inaccuracies related
to Licensee or user supplied data will be the responsibility of Licensee.
13. Representations and Warranties: Licensee acknowledges and agrees that: (a) the Service is run by
software that is designed to be active 24 hours per day, 365 days per year; softwa e in general is not
Emergency Communications Network,LLC Page 3 of 9 Initial 611.7
t,'.,,i) ,
CodeRED®NEXT Services Agreement Li Licensee
error-free and the existence of any errors in Licensee's software used in conjunction with the Service
shall not constitute a breach of this Agreement; (b) in the event that Licensee discovers a material error
which substantially affects Licensee's use of the Service, and Licensee notifies Licensor of the error.
Licensor shall use reasonable measures to restore access to the Service, provided that such error has
not been caused by incorrect use, abuse or corruption of the Service or the Service's software or by use
of the Service with other software or on equipment with which it is incompatible by Licensee or a third
party accessing the Service through Licensee's pass codes; (c) Licensee is responsible for maintaining
access to the Internet in order to use the Service; Licensor in no way warrants Licensee's access to the
Internet via Licensee's Internet Service Provider(s); (d) Under certain rare instances not all technologies
are compatible without manual intervention by both parties. Licensee agrees that its staff will cooperate
with Licensor's staff to make necessary modifications to allow the Service to perform; and (e) the
individual signing on behalf of Licensee is an authorized officer, employee, member, director or agent for
Licensee and has full authority to cause Licensee to enter into and be bound by the terms of this
Agreement and this Agreement fully complies with all laws, ordinances, rules, regulations, and governing
documents by which Licensee may be bound.
14. Disclaimer: In no event (even should circumstances cause any or all of the exclusive remedies to fail
their essential purpose, and even if Licensor has been advised of the possibility of such damages) shall
Licensor, its officers, directors, managers, members, employees or agents, be liable for any indirect,
punitive, special, incidental or consequential damages of any nature (regardless g ( egardless of whether such
damages are alleged to arise in contract, tort or otherwise), including, but not limited to, loss of
anticipated profits or other economic loss in connection with or ensuing from the existence, furnishing,
function, or Licensee's use of any item or products or services provided for in this Agreement. Licensee
understands that the cumulative liability of Licensor for any and all claims relating to the Service provided
by Licensor shall not exceed that total amount paid by Licensee for the most recent payment made by
Licensee to Licensor. Licensor represents and warrants that the Service shall perform in a good and
workmanlike manner, in accordance with industry standards and all materials issued by Licensor
describing the Service. Except for the limited warranties provided herein, the Service is provided
as-is. and Licensor disclaims ail warranties, express or implied, and does not warrant for
merchantability or fitness of a particular purpose. Licensee recognizes that once email and text
messages have been released from Licensor's equipment, the ultimate delivery of the messages
depends on the message recipient's local network. As a result Licensor cannot guarantee the delivery of
email and text messages to a recipient.
15. Contact Data. Licensor understands and agrees that private citizens and other persons in the Calling
Area may voluntarily contribute their contact information to be used in the Service, and that Licensor shall
develop and maintain a database of such information (the "Resident Data"). Licensor agrees that it will,
upon termination of this Agreement and the request of Licensee, provided all fees due hereunder are paid
in full, transmit the Resident Data, one (1) time, to Licensee. Licensor reserves the right to charge
Licensee any database maintenance fees it incurs in processing such request, as set forth on Exhibit A.
Licensee acknowledges and agrees that Licensor shall notify private citizens and other persons in the
Calling Area that their data will be transmitted to Licensee, and that the transmission of such data to
Licensee may render it public record. Licensee agrees that Licensor shall in no event be responsible for
the failure of private citizens to contribute their contact information because of such public records notice.
Licensee acknowledges and agrees that, in addition to the Resident Data, Licensor shall use its own
commercially available data sources (the "Commercial Data") in the Service and that such Commercial
Data is subject to licensing requirements that do not permit Licensor to transfer ownership of such
Commercial Data to Licensee. Licensee further acknowledges and agrees that the Commercial Data shall
remain the sole and exclusive property of Licensor.
16. Confidentiality: Licensor acknowledges the confidential nature of Licensee supplied data and files that it
is to prepare, process or maintain under this Agreement, and agrees to perform its duties in such a
manner as to prevent the disclosure to the public or to any persons not employed by Licensor, any
confidential data and files. Data collected by Licensor will remain secured on Licensor's equipment and
will only be released upon mutual agreement by both parties or a court order of sufficient jurisdiction.
Licensee further acknowledges that Licensor shall disclose to Licensee certain confidential, proprietary
trade secret information of Licensor(the"Confidential Information"). Confidential Information may include,
but is not limited to, the Service, computer programs, flowcharts, diagrams, manuals, schematics,
development tools, specifications, design documents, marketing information, Commercial Data, financial
Emergency Communications Network,LLC Page 4 of 9 initials
CodeRED`5 NEXT Services Agreement Lice Licensee VI
information or business plans. Licensee agrees that, at all times during and after the termination of this
Agreement, Licensee will not, without the express prior written consent of Licensor, disclose any
Confidential Information or any part thereof to any third party. Nothing in this Agreement will be deemed
to require Licensor to disclose any Confidential Information to Licensee or to prohibit the disclosure of any
information in response to a subpoena or other similar order by a court or agency. The Licensee will
promptly notify the Licensor of the receipt of any subpoena or other similar order and of any request
under the Public Information Act or any other similar law, and will allow Licensor with a reasonable
opportunity to object to such request, at Licensor's sole expense, if deemed necessary by Licensor, prior
to Licensee's disclosure of any requested Confidential Information.
17. Termination:
a) Licensee or Licensor may terminate this Agreement at the completion of the Initial Term or then-
current Renewal Term by providing the other with no less than 30 days advance written notice prior to the
end of the Term. The Agreement will automatically renew unless Licensee or Licensor provides notice as
set forth herein. Upon termination of this Agreement, Licensee will return all Confidential Information and
copies to Licensor and Licensee agrees to remove from Licensee's computer(s), and any computers
within Licensee's control, any and all files and documents related to the Service.
b) Licensor, in its sole discretion, may also terminate this Agreement: i) for any reason by providing no
less than 30 days advance notice, and in such case, Licensor will refund to PV an amount equal to the
lesser of the monthly-prorated balance of the annual fee based on the number of days left in the Term of
the Agreement or the value of the balance of System Minutes in Licensee's System Minute bank as
calculated by multiplying the remaining System Minutes by the Additional System Minute price on Exhibit
A; or ii) immediately, and without further notice, as a result of Licensee's or PV's breach of this
Agreement, including but not limited to PV's failure to remit funds or pay to Licensor any fees or charges
when due, regardless of whether Licensee has transmitted such payment to PV, and in such case, no
fees paid hereunder shall be refunded.
c) Licensee, in its sole discretion, may also terminate this Agreement i)for any reason by providing no
less than 30 days advance notice, and in such case, no fees paid hereunder shall be refunded; or il)
immediately, and without further notice, as a result of Licensor's breach of this Agreement, and in such
case, Licensor will refund to PV an amount equal to the lesser of the monthly-prorated balance of the
annual fee based on the number of days left in the Term of the Agreement or the value of the balance of
System Minutes in Licensee's System Minute bank as calculated by multiplying the remaining System
Minutes by the Additional System Minute price on Exhibit A. Licensee understands and agrees that it has
been granted multi-year discounted pricing by Licensor, and that, in the event this Agreement is
terminated in accordance with paragraph 16.c)i), Licensee agrees to immediately pay, in full, to PV at the
time of premature termination, the difference between any multi-year pricing discount provided to
Licensee under this Agreement for any term of this Agreement less than five(5)years. The difference will
be calculated as set forth on Exhibit A.
18. Entire Agreement: This Agreement supersedes all prior understandings or agreements, whether oral or
written, on the subject matter hereof between the parties. Only a further writing that is duly executed by
both parties may modify this Agreement. The terms and conditions of this Agreement will govern and
supersede any additional terms provided by Licensee, including but not limited to additional terms
contained in standard purchase order documents and third party application terms, unless mutually
agreed to, via written signature, by Licensor.The terms of this Agreement shall not be waived except by a
further writing executed by both parties hereto. The failure by one party to require performance of any
provision shall not affect that party's right to require performance at any time thereafter, nor shall any
waiver under this Agreement constitute a waiver of any subsequent action.
19. Notices: All notices or requests, demands and other communications hereunder shall be in writing, and
shall be deemed delivered to the appropriate party upon: (a)personal delivery, if delivered by hand during
ordinary business hours; (b) the day of delivery if sent by U.S. Mail, postage pre-paid; (c) the day of
signed receipt if sent by certified mail, postage pre-paid, or other nationally recognized carrier, return
receipt or signature provided and in each case addressed to the parties as follows:
Emergency Communications Network,LLC Page 5 of 9 Initials
CodeRED®NEXT Services Agreement L Licensee y
As to Licensor: Emergency Communications Network, LLC, 780 W. Granada Boulevard, Suite 200,
Ormond Beach, FL 32174
As to Licensee: Weld County_ Government, Attn: Mike Wallace/Director of Public Safety
Communications, 1551 North 17 Avenue,Suite 2, Greeley, CO 80631
As to PV: SHI International Corporation, 290 Davidson Avenue, Somerset, NJ 08873
Either party may change the address provided herein by providing notice as set forth in this paragraph.
Licensee expressly authorizes Licensor to send any and all notices required to be provided to Licensee
hereunder solely to PV. Nothing herein shall prohibit Licensor from sending such notices directly to
Licensee,at Licensor's option.
20. Non-Appropriation: This Agreement may be terminated, by providing thirty (30) days prior written
notice, such that this Agreement terminates at the end of Licensee's then-current fiscal year (which
commences on January 1st, by the Licensee, provided that: (1) funds for this Agreement are not
appropriated by the Licensee for the Services covered by this Agreement or any similar or competing
service; and (2)funds for Services covered by 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 Licensee.
Licensee understands and agrees that Licensor will not refund any amounts prepaid by Licensee.
Licensee agrees to pay in full for all access or utilization of the Service, whether occurring before or after
the proposed termination date set forth in this paragraph. Licensee understands and agrees that it has
been granted multiyear discounted pricing by Licensor, and that, in the event this Agreement is
terminated in accordance with this paragraph, Licensee agrees to immediately pay, in full, to Licensor at
the time of premature termination, the difference between any multiyear pricing discount provided to
Licensee under this Agreement for any term of this Agreement less than five(5)years.The difference will
be calculated as set forth on Exhibit A. Licensee expressly agrees that it shall not activate this non-
appropriation provision for its convenience or to circumvent the requirements of this Agreement. Financial
obligations of the Licensee payable after the current fiscal year are contingent upon funds for that
purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by
Licensee does not create an obligation on the part of Licensee to expend funds not otherwise
appropriated in each succeeding year.
21. General: Each party to this Agreement agrees that any dispute arising under this Agreement shall be
submitted, prior to the initiation of any litigation or other legal proceeding, to non-binding mediation
according to the rules and regulations of,and administered by, the commercial mediation division of the
American Arbitration Association, and that any agreement which is executed by both parties during such
mediation may be enforced in any court of competent jurisdiction.. If any dispute arises hereunder, the
prevailing party shall be entitled to all costs and attorney's fees from the losing party for enforcement of
any right included in this Agreement, whether in a Court of first jurisdiction or any Court of Appeal.
22. SHI: By executing this Agreement the Licensee authenticates its good standing relationship with SHI.
Licensee understands that SHI may charge Licensee additional fees which are not otherwise in this
Agreement, including without limitation state fees or percentage points due to SHI, and that such fees
shall be governed between a separate agreement by and between Licensee and SHI. Licensor has no
control or input on the additional fees charged by SHI. Licensee further acknowledges and agrees
that SHI is not an agent for Licensor, and does not have authority to modify the terms and conditions of
this Agreement.
23. Interpretation and Severability: In the event any provision of this Agreement is determined by a court
of competent jurisdiction to be void, the remaining provisions of this Agreement shall remain binding on
the parties hereto with the same effect as though the void provision(s) had been limited or deleted, as
applicable.
24. Counterparts and Construction: This Agreement may be executed in counterparts, each of which shall
constitute an original, with all such counterparts constituting a single instrument. The headings contained
in this agreement shall not affect the interpretation of this Agreement and are for convenience only.
Licensee agrees that this Agreement shall not be construed against Licensor as the drafter, and that
Emergency Communications Network,LLC Page 6 of 9 Initials
CodeREDo NEXT Services Agreement Lic Licensee
Licensee has read and understands this Agreement, and has had the opportunity to review this
Agreement with legal counsel.
25. Survival: Certain obligations set forth herein represent independent covenants by which either party
•
hereto may be bound and shall remain bound regardless of any breach of this Agreement and shall
survive termination of this Agreement.
26. Compliance with Law. Both parties shall strictly comply with all applicable federal and State laws, rules
and regulations in effect or hereafter established, including without limitation, laws applicable to
discrimination and unfair employment practices.
27. Public Contracts for Services C.R.S. §8-17.5-101. Licensor certifies, warrants, and agrees that it does
not knowingly employ or contract with an illegal alien who will perform work under this contract. Licensor
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. Licensor
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 Licensor that the subcontractor shall not
knowingly employ or contract with an illegal alien to perform work under this Agreement. Licensor 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. tf Licensor obtains actual
knowledge that a subcontractor performing work under the public contract for services knowingly employs
or contracts with an illegal alien, Licensor shall notify the subcontractor and Licensee within three(3)days
that Licensor 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. Licensor 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. Licensor 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 Licensor participates in the State of Colorado program, Licensor shall,within
twenty days after hiring a new employee to perform work under the contract, affirm that Licensor 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. Licensor shall deliver to Licensee, 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 Licensor is participating with the State of
Colorado program). if Licensor fails to comply with any requirement of this provision or of C.R.S. §8-17.5-
101 et seq., Licensee, may terminate this Agreement for breach, and if so terminated, Licensor 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 Licensor
receives federal or state funds under the contract, Licensor 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 the contract. If Licensor
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 the
contract.
28. Employee Financial Interest/Conflict of interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The
signatories to this Agreement aver that to their knowledge, no employee of Licensee has any personal or
beneficial interest whatsoever in the service or property which is the subject matter of this Agreement.
Licensee has no interest and shall not acquire any interest direct or indirect, that would in any manner or
degree interfere with the performance of Licensor's services and Licensor shall not employ any person
having such known interests. During the term of this Agreement, Licensor 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
Licensor to ensure compliance with this provision may result, in Licensee's sole discretion, in immediate
termination of this Agreement. No employee of Licensor nor any member of Licensor's family(in the event
Licensor operates as a sole proprietor) shall serve on a County Board of Licensee, committee or hold any
Emergency Communications Network, LLC Page 7 of 9 Initials
CodeRED®NEXT Services Agreement Lice or Licensee
7
such position which either by rule, practice or action nominates, recommends, supervises Licensor's
operations,or authorizes funding to Licensor.
29. Force Majeure. In the event of any circumstance or occurrence, that was not caused by a party to this
Agreement, regardless of whether such circumstance or occurrence was foreseeable, which prevents a
party from complying with any of its obligations hereunder, other than an obligation to pay money, the
party that is prevented from fulfilling Its obligations will be excused from performing those obligations,
provided such party promptly notifies the other party of the circumstance or occurrence, its effect on
performance, and how long that party expects it to last. During any such period, the party who is unable
to perform its obligations shall use reasonable efforts to perform that portion of the Agreement which is
not prevented, to limit damages to the other party, and to resume its performance under this Agreement
as soon as reasonably possible.
IN WITNESS WHEREOF,the parties execute this Agreement on the date(s)indicated below.
Licensee: Licensor:
Weld County Government. of rado Eme enc Communic io etwork,LLC
Signature/4M/z2f t2c�y✓ Signature: •
-
Printed Name:
e: Barbara Kirkmeyer Printed Name: David Di Giacomo
Title: Pro-Tem, Board of Weld County Title: President
Commissioners CT i. 5 2014 /
Date: Date: lO/b6/2eRf
f �
Signs ure
Frank N. Hain,
Printed Name
/D-lb-lcf
Date
(11-241626/24 t)k-
Signature
Mike Wallace
Printed Name
!D- f10—i4
Date
Emergency Communications Network,LLC Page 8 of 9 Initials "y- �
CodeRED®NEXT Services Agreement Li Licensee Y/'
Exhibit A-Service Charges
Five(5)year Discount CodeRED®NEXT Services Agreement $346,500.00
Multi-Year Discount $ (31.500.00)
Total: $315,000.00
Payments due in annual installments of$63.000.00
The fees included under this Agreement do not include any additional state
fees or other fees due from Licensee to PV. Such fees shall be governed
between a separate agreement by and between Licensee and PV.
Up to 300.000 Annual CodeRED®System Minutes $Included(see section 7)
Additional System Minutes $0.18 per minute
500 minutes for testing and training $No Charge(see section
6)
Up to 5 CodeRED®user pass codes $Included
Additional pass codes may be purchased for an annual fee of$150.00 per pass code.
One(1)CodeRED®distance training session $ Included
Additional distance training sessions may be purchased for$150.00 per hour(one hour minimum).
Additional on-site training sessions may be purchased for$1,500.00 per trainer,per day plus all travel, ground transportation, and
lodging expenses.
Initial Residential Database Upload $Waived
Monthly 911 data updates $Included
Public Records Notice Community Notification Enrollment(CNE)Page: $Required
Up to two(2)GIS map updates per year: $Included
GIS Information must be In a standard format recognizable and electronically transferable to the CodeRED®system.A full GIS map
must be provided to be used In the Service.
Email and Text Messaging $No Charge
Annual System Maintenance, including all Software Upgrades $No Charge
System usage will be charged against prepaid System Minutes at actual minutes of time connected while delivering
prerecorded System calls. All calls will be billed in 6-second increments. Only connected calls (live connections,
answering machine connections and fax tone connections)will result in connection charges being incurred.
Database Accuracy Updates
Licensor Supplied Database:'Database Accuracy Updates"ensure that the data population maintained by Licensor
under this Agreement undergoes periodic accuracy checks using Licensor's most current in-house compiled
database including, but not limited to, household addresses and telephone numbers. It will be the sole responsibility
of Licensee to maintain database accuracy and request updates from Licensor.
One annual "Database Accuracy Update" will be performed by Licensor upon request by Licensee at no charge.
Additional updates requested by Licensee will incur charges at the rate listed below after the update service is
completed by Licensor.
3t Per record in final undated database Population.
Licensee Supplied Database: A service labor fee of One Hundred Dollars ($100.00) per hour will be billed to
Licensee for any data importing, manipulating, and loading any database supplied by Licensee or on Licensee's
behalf to Licensor,except monthly 911 data updates.
$100 per hour for database maintenance
Professional Services Upon Request: $135.00 per hour
Licensor shall perform professional services as requested from time to time by Licensee in its sole discretion.
Emergency Communications Network,LLC Page 9 of 9 Initials
Qv�Lo CodeRED®NEXT Services Agreement Lice
V Licensee
CodeRED Weather Warning®Service Addendum
This is an Addendum to the CodeRED®NEXT Services Agreement("Agreement") entered into by and between
Weld County Government(hereinafter "Licensee'), a body politic of the State of Colorado located at at
North 1701 Avenue. Suite 2. Greeley. CO 80631, and Emergency Communications Network, LLC (hereinafter
'Licensor"). In consideration of the promises set forth herein and outlined in the Agreement, Licensee and
Licensor agree to amend the Agreement in the following manner:
1. Terms used herein which are not otherwise defined shall have the meanings given to them in the
Agreement.
2. The following terms shall be added to the Agreement:
CodeRED Weather Warning®Service: Licensor's CodeRED Weather Warning®Service("CRWW")expands
the benefits of the Service to include the automatic launching of prerecorded Weather Warning call-out projects
to members of Licensee's Calling Area who opt-in to CRWW (each a "Subscriber and collectively, the
"Subscribers"). These automated call-outs are initiated by the issuance of a Severe Weather Bulletin by the
National Weather Service ("NWS"), with no intervention on the part of Licensee or Licensor. Call recipients are
determined by matching the geographic locations associated with a database of opt-in Subscribers against the
geographic polygon(s) associated with Severe Weather Warnings issued by NWS.
CRWW Tenns of Use:
Subscribers: Severe weather events can occur at any time of day or night. Accordingly, CRWW calls
will automatically be launched in response to the issuance of NWS Bulletins at any time, 24 hours/day. The
CRWW service targets the telephone numbers of ONLY those households and business that have CHOSEN to
participate through an opt-in process. Residents and businesses within Weld County. Colorado who wish to
receive the CRWW calls can add their name and geographic location to the CRVWV subscriber database via the
Licensee's Community Notification Enrollment Page. This site is hosted by Licensor for the purpose of allowing
citizens to add their contact information to both the CodeRED® database and the CRWW database via the
Internet. Only addresses falling within the Calling Area covered under the Agreement are eligible to receive
CRWW calls. Subscribers shall be subject to the terms and conditions of the CRWW service, which can be
reviewed at: http://www.coderedweb.com/codereddataentry/terms.ofm. ONLY THOSE CITIZENS WHO OPT-IN
TO THE CRWW SERVICE WILL BE ELIGIBLE TO RECEIVE WEATHER WARNING CALLS. LICENSEE MAY
BE REQUIRE TO APPROVE ALL SUBSCRIBER ENTRIES PRIOR TO THEIR BEING ACTIVATED AND
ENTERED INTO THE CALLING DATABASE.All Subscriber data is the sole and exclusive property of Licensor.
CodeRED®Minute Bank Balance: Calls placed automatically via the CRWW service have no effect
on the minute bank balance associated with the Service.
License: The CRWW service is available only as an add-on service module for Licensees of the
Service. The CRWW service license will not be provided under the terms of this Addendum unless the
Agreement is in effect.
COST FOR CRWW: As a value added service to the Licensee's Agreement, Licensor will include the CRWW
service at NO COST for the initial term of this Addendum, which shall coincide with the Initial Term of the
Agreement. The cost for each successive term of this Addendum, which shall coincide with any Renewal Term
of the Agreement, is at NO COST. Payment terms shall be identical to the terms contained in the Agreement.
Pricing for CRWW is separate and independent from Agreement pricing, and the CRWW service can be
removed from the Service by Licensee by providing 30 days written notice prior to the end of the Initial Term or
then-current Renewal Term of the Agreement. Licensee will be notified of any price change for CRWW a
minimum of 90 days in advance of the annual anniversary of the Effective Date.
TERM: The term of this Addendum shall commence as of the Effective Date and shall be for so long as
Licensee maintains the Agreement and has paid the appropriate fees listed above. Upon termination of the
Agreement, access to the CRWW system will terminate and Licensor shall terminate all individual Subscriber
accounts.
Page 1 of 2 Initials �,,.—�—y6 �Q.,,�v
Li cpnsocy/♦ Licensee 1
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3. This Addendum shall not modify any terms and conditions of the Agreement,which shall remain in force and
effect for the term of the Agreement.
Licensee: Licensor:
Weld Coun Government. lo//rado Emergency Communications Network.LLC
Signatur . „Mr---J.- Signature:
Printed Name: Barbara Kirkmeyer Printed Name: Lavid D1GiACOmo
Title: Pro-Tem, Board of Weld County Title: President
Commissioners
Date: OCT 15 2014 Date: 10/04(20(1(
i
aid dth
Signa ure:
Frank N. Haugi
---3Printed Name:
tollict
Date:
tattecej/Z112122,j2Q__
Signature:
*lima tlalla^e
Printed Name:
Date:
Paget oft
Prldng Proposal
Quotation St 8515932
Created On: 9/9/2014
Valid Until: 9/30/2014
County of Weld CO Inside Sales Account
Manager
Michael Wallace Nirav Patel
1551 N.17th Ave.,Ste.2 290 Davidson Avenue
Greeley,CO 80631 Sanersst,NJ 08873
United Stokes United States
Phone:(970)3044455 Pharr 7325644383
Fax: Fare 1466941.6845
End mrwallaceoweldgov.00m Ent* Nirav_Patd®fN.com
All Prices are in US Dollar(USD)
Product Qty Your Price Total
1 A rive(5)year Anytime CodeRED license includes 24/7/385 urdmemgted CodeRED 1 $64,732.50 384,732.50
system access
Emergency Communication Network•Part NPN.SIER-CCDERED
Note:(based on population of 269,785 for Well County)
Suited $84,732.50
Tax $0.00
Toed 364,732.50
'Tax is estimated.Invoice will include the Mend foal tax due.
Additional Comments
Colorado State contract WSCA#20556YYY12P
Colorado Gov't
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Colorado Hi-Ed:
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Access Key:HNN2133U85
Invoice terms are Net30.Invoices not paid within Net30 wi be assessed 1%late charge per month until paid
All credit card orders 10k and over are subject toe 2.45%pressing fee.
The Products offered under this proposal are subject to the SHI Return Policy posted at www.ahtcomtehxnoo#ev,unless then is
en existing agreement between SRI end the Customer.
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