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Home My WebLink AboutC08-188~n~'raao° AGREEMENT FOR SERVICES This Agreement for Services ("Agreement") is entered into by and between #ait~add Inc. i(")~~ and Eagle County ("Customer'), as of 2008 ("Effective Date"). This Agreement consists of these terms and conditions and any order, statement of work, exhibit, or similar document executed under this Agreement (each, an "Attachment") describing the services titll will provide to Customer ("Services"). ~ and Customer are referred to herein as "Parties" or "Party". The term "Affiliate" means an entity directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with a Party. 1 TERM. This Agreement will continue from the Effective Date until the expiration or termination of the latest-ending Attachment. Each Attachment will specity its duration. PAYMENT. 2.1 Customer will pay the fees described in the Attachments. Except as specified in an Attachment, recurring fees will be billed monthly and non-recurring fees will be billed within thirty (30) days of the applicable Attachment effective date. Subject to Section 2.5 below, all invoices will be due and payable within thirty (30) days of invoice date. If Customer generates purchase orders, Customer will use commercially reasonable efforts to provide appropriate purchase orders to Ei'tt~fo; Any services requested by Customer and performed by itit~~ before execution of an Attachment may be billed at li'-tra~;; then-current hourly rate. 2.2 Gustomer will bear all taxes, duties, and other government charges relating to the Services (including applicable interest and penalties), except taxes based on kit3':tt income. Customer will support any claim of tax exemption with appropriate documentation. 2.3 Within thirty (30) days after any early termination of an Attachment (except due to ~itt'':tr default), Customer will pay the shortfall between the minimum fees (if any) due during the total term of the applicable Attachment and the minimum fees paid by Customer as of the date of termination. The Parties agree that #o has made pricing concessions based on such minimum fees and that any shortfall payment due under this paragraph is a fair approximation of t>`~ damages, not a penalty. 2.4 If Customer fails to pay any invoice when due (other than as provided in Section 2.5), interest will accrue as of the date of delinquency at the lower of two percent (2%) per month or the highest rate permitted by applicable law. Upon each such delinquency, ttsti~i~i may provide one or more Default Notice(s) to Customer (see Section 7 below). If the delinquency is not cured within ten {10) days after delivery of the Default Notice, may, by so indicating in the Default Notice (a) suspend Services and charge a reconnection fee or deposit on any recommencement; and/or (b) amend the prices for the remaining term of the applicable Attachment by up to thirty percent (30%). These remedies are in addition to any other remedies available to f~t~, and apply notwithstanding anything to the contrary in this Agreement or the Attachment(s). 2.5 If Customer disputes an invoice in good faith, Customer may withhold the disputed amount, not to exceed one month's recurring fees for the applicable Service. Customer must (a) notify f##t~t3a within fifteen (15) days of any such invoice, specifying the nature of the dispute; and (b) pay any undisputed amounts as provided herein. Customer may not withhold or dispute invoiced amounts except as stated above. Both Parties will in good faith investigate and attempt to promptly resolve any disputed invoices. 2.6 No set-off, deduction or cross-collateralization is permitted. #rttr may require prepayment or additional security if Customer becomes insolvent, is unable to pay its debts when due, is the subject of a bankruptcy proceeding, or similar circumstance. 3 CONFIDENTIALITY. The terms of xhi i ("Confidentiality Terms") will apply to this Agreement. 4 LIMITED WARRANTY. 4.1 #3tttadti warrants that Services will be provided in a workmanlike manner in accordance with industry standards and by individuals with suitable skills and abilities. Except as provided in an Attachment, Services will be deemed accepted when performed. ttltt'.~~ does not warrant products, equipment, hardware, or software not manufactured by f~ but will on request, to the extent permitted, assign to Customer any applicable third party warranties. 4.2 EXCEPT AS STATED IN SECTION 4.1, ##gT;~ MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. I~ii~!4i EXPRESSLY DENIES ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE SERVICES OR RELATED SYSTEMS WILL OPERATE UNINTERRUPTED OR ERROR-FREE. 4.3 Customer will provide information reasonably required or requested by #rilt~i to perform the Services, including as applicable, cell site specifications; Customer or third party databases; network architectures and diagrams; forecasts; current process performance statistics; interfaces and access to Customer or third party software, hardware, or systems; routing and network addresses and configurations; and key contacts for problem escalation (collectively "Customer Materials"). Customer warrants that (a) Customer is solely responsible for the content and rights to use the Customer Materials; (b) the Customer Materials will be accurate; and (c) #i~l$ use of the Customer Materials will not violate the rights of any third party. LIMITATION OF LIABILITY. 5.1 EXCEPT FOR THE PARTIES' INDEMNIFICATION AND PAYMENT OBLIGATIONS AND CLAIMS RELATING TO VIOLATIONS OF SECTION 8 OR 8, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOSS OF GOODWILL, DATA OR PROFITS, OR COST OF COVER. THE TOTAL LIABILITY OF fi~AtrfE~ FOR ANY REASON WILL BE LIMITED TO THE AMOUNT PAID TO 13:+#Tt'~ilttl~d BY CUSTOMER FOR THE APPLICABLE SERVICES IN THE SIX MONTHS PRECEDING THE DATE OF THE CLAIM. 5.2 THE FOREGOING LIMITS ON LIABILITY WILL APPLY WHETHER THE APPLICABLE CLAIM ARISES OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT PRODUCT LIABILITY, AND EVEN IF THE PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE OR FORESEEABLE. 5.3 NO CAUSE OR ACTION WHICH ACCRUED MORE THAN TWO (2) YEARS PRIOR TO THE FILING OF A SUIT MAY BE ASSERTED BY EITHER PARTY. INDEMNIFICATION. 6.1 By #dti'~lidti for Intellectual Prooertv Infringement. i agrees to (a) defend, or at its option settle, any claim or suit against Customer that the Services infringe any U.S. patent or U.S. copyright issued as of the effective date of the applicable Attachment ("IP Riahts"); and (b) pay any final judgment entered against Customer on such issue or any settlement thereof. The foregoing obligations of tilts will not apply if a claim arises in whole or in part from (i) Customer's use of the Services outside the scope of the terms of this Agreement or Customer's alteration of the Services; or (ii) the Customer Materials or Services based on Customer Materials. If #t~il~ believes that any of the Services may Revision 2008~iD4/18 Page I ,~~, lntrado Agreement for Services have violated a third party's IP Rights, lntrado may choose to (1) obtain for Customer the right to continue to use the Services consistent with this Agreement; (2) modify the Services so they are non-infringing and in compliance with this Agreement; or (3) terminate the applicable Services without liability for such termination other than the ongoing indemnity obligation hereunder. This Section 6.1 provides Customer's exclusive remedy for any infringement claims or damages. 6.2 By lntrado for Other Issues. lntrado agrees to indemnify and hold harmless Customer, its Affiliates and their respective officers, directors, employees and agents from and against any and all third- partyclaims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees and expenses (collectively, "Claims") for physical injury or death or damage to real property to the extent caused by Intrado's gross negligence or willful misconduct. 6.3 By Customer. Customer will indemnify, defend and hold lntrado, its Affiliates and their officers, directors, employees and agents harmless from any and all third-party Claims arising out of or resulting from (a) the Customer Materials or a breach of Section 4.3; (b) a claim relating to any product or service offered by Customer or any of its customers, except to the extent such claim is due to Intrado's gross negligence or willful misconduct; and/or (c) for physical injury or death or damage to real property to the extent caused by Customer's gross negligence or willful misconduct. 6.4 Procedures. The party claiming indemnification will (a) notify the indemnifying party of any claim in respect of which the indemnity may apply; (b) relinquish control of the defense of the claim to the indemnifying party; and (c) provide the indemnifying party with all assistance reasonably requested in defense of the claim. The indemnifying party will be entitled to settle any claim without the written consent of the indemnified party so long as such settlement only involves the payment of money by the indemnifying party and in no way affects any rights of the indemnified party. The indemnified Party, at its own expense, may participate in the defense through its counsel. The indemnities set forth herein will not apply to the negligence of the indemnified party. 8.5 Immuni If applicable and to the extent not prohibited by applicable law, each party will be entitled to not less than the same benefits and protections afforded by any law, regulation or other applicable rule which extends protections to the other party in any farm, including but not limited to govemmental or other immunity, indemnification, or other protection ("Immunity"). Neither party will object to or interfere with the assertion of such Immunity by the other party. 7 TERMINATION AND EXPIRA770N. If either Party defaUltS In the performance of any material provision of any Attachment or this Agreement, and such default is not cured within (a) for late payments, ten (10) days; or (b) for all other matters, thirty (30) days, after notice ("Default Notice") specifying in reasonable detail the nature of the default, then the non-defaulting Party may by further notice terminate for cause the Attachment or, if such breach affects the entire Agreement, this Agreement. The cure period will extend for up to thirty (30) more days if lntrado continues to use good faith efforts to cure its default. 8 INTELLECTUAL PROPERTY. Intrad0 WIII have and retain full and exclusive ownership of all intellectual property rights associated with any design, data, specification, know-how, software, device, technique, algorithm, method, discovery or invention, whether or not reduced to practice, relating to any (a) Service, including any lntrado work product, (b) result of a Service, (c) Confidential Information; (d) joint development, and/or (e) enhancement or improvement to or derivative of any of the foregoing (collectively, "lntrado Proaertv"). The Intellectual property rights associated with lntrado Property are referred to collectively as "lntrado IP". Customer receives anon-exclusive, non-transferable, terminable license to use such of the lntrado IP that is necessary for Customer to exercise its rights hereunder, but solely in connection with and only for the term of the applicable Service and subject to the terms of any applicable Attachment, and receives no other right, title or interest in or license to use any lntrado IP. Additionally, Customer will not disclose or allow access to lntrado Property, including without limitation, software and systems, by anyone other than Customer's employees and subcontractors who (i) are bound by law or written agreement to comply with Customer's duties under this Agreement with respect to lntrado Property and Confidential Information, and (ii) require such access to assist Customer in its permitted use thereof. Customer will not directly or indirectly reverse engineer, decompile, disassemble or copy any lntrado Property. Customer will return all lntrado Property at the conclusion of the applicable Service. Customer will cooperate to take such actions reasonably requested to vest ownership of lntrado IP and lntrado Property in lntrado. 9 ON-SITE SERVICES. If lntrado personnel perform Services on Customer's premises, (a) Customer will provide all appropriate facilities, access, furnishings, equipment, software, documentation, passwords, and data; (b) Customer will maintain adequate security, safety, utilities, and environmental standards, consistent with industry standards and its regular practices; (c) while on Customer's premises, lntrado personnel will comply with Customer's standard rules and regulations consistently applied and communicated to lntrado in advance; and (d) except as otherwise provided in an Attachment, Customer will reimburse lntrado for its reasonable out- of-pocket expenses incurred in connection with the Services, including coach class travel, business class lodging, automobile rental, and meals. 10 INSURANCE. 10.1 lntrado and Customer will maintain during the term of this Agreement (a) Workers' Compensation insurance as prescribed by the law of the state in which the Services are performed; (b) employer's liability insurance with limits of at least $500,000 for each occurrence; (c) comprehensive automobile liability insurance if the use of motor vehicles is required, with limits of at least $1,000,000 combined single limit for bodily injury and property damage for each occurrence; (d) Commercial General Liability ("CGL") insurance, including Blanket Contractual Liability and Broad Form Property Damage, with limits of at least $1,000,000 combined single limit for bodily injury and property damage for each occurrence; (e) Professional Liability or Errors and Omissions insurance in the amount of at least $1,000,000 for each occurrence; and (f) excess or umbrella liability at a limit of no less than $5,000,000 per occurrence and aggregate in excess of the underlying coverage required above. The CGL, employer liability, excess or umbrella liability, and automobile liability policies of each Party will designate the other Party and its officers, directors and employees as an Additional Insured. 10.2 On either Party's written request, the other Party will furnish certificates evidencing the foregoing insurance. Each Party will notify the other in writing at least thirty (30) days prior to any cancellation or termination of its policy. 11 CHANGES AND IMPROVEMENTS TO PRODUCTS. Intrad0 may add, delete or change Services, including modify drawings and specifications, on reasonable notice to Customer. lntrado may substitute products or services of later design to fill an order, provided the changes, modifications or substitutions under normal and proper use do not adversely impact form, fit or function. 12 MISCELLANEOUS 12.1 Force Maieure. Neither party will be liable for delays and/or defaults in its performance (other than Customer's obligation to pay fees) due to causes beyond its reasonable control, including the following: acts of God; war, terrorism or the public enemy; fire or explosion; flood; stability or availability of the Internet; the elements; telecommunication system failures; technology attacks, epidemic; riots; embargoes; quarantine; viruses; changes in applicable laws, rules or regulations, strikes or lockouts; disputes with workmen or labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; or acts or requests of any governmental authority. Revision 2t~08/04/18 Page 2 ,~, Intrado Agreement for Services 12.2 Notices. All notices required hereunder will be made in writing to the addresses below the signature line. Notices will be acceptable only if provided as follows, and will be deemed given (a) one day after deposit with an overnight courier, charges prepaid; (b) three days after mailing by first class, certified, or registered U.S. Mail, charges prepaid, return receipt requested; and (c) when delivered by hand or by facsimile with confirmed receipt. 12.3 Independent Contractors. The Parties are independent contractors, and nothing herein will be construed to any other effect. Each Party alone will determine, supervise and manage the method, details, and means of performing its obligations. Except as agreed in writing, neither Parry will act or attempt to actor represent itself, directly or by implication, as the other Party's agent. Each Party will be solely responsible for the withholding and payment of all applicable federal, state, and local taxes for its own employees. 12.4 Exclusivity. Except as specified in an Attachment, neither Party is bound by any exclusivity to the other under this Agreement. 12.5 No Third Party Beneficiaries. This Agreement benefits Customer and Intrado. There are no intended third party beneficiaries, including Customer's customers. 12.6 Severability: No Waiver. To the extent any provision of this Agreement or any Attachment is invalid or unenforceable, it will be ineffective without affecting the remaining provisions. No course of dealing or failure of a Party to enforce strictly any term or provision of this Agreement, or to exercise any right, obligation, or option provided hereunder, will be deemed a waiver thereof. 12.7 Intemretation. In this Agreement, "including" means "including, without limitation", and "days" refers to calendar days. This Agreement and each Attachment is the joint work product of Intrado and Customer, and no inference may be drawn or rules of construction applied against either Party to interpret ambiguities. If any terms of this Agreement and an Attachment conflict, the terms of the Attachment will govern for that Attachment only. No preprinted or form terms on a purchase order will apply. 12.8 Assignment. This Agreement will be binding on the successors and assigns of both Parties, provided, however, that neither Party may transfer or assign this Agreement without the prior written consent of the other, not to be unreasonably withheld. However, Intrado may assign this Agreement to an Affiliate or to an acquirer of alt or part of Intrado's business or assets without such consent. Any other assignment or transfer by either Party will tie void and of no effect. 12.9 Governing Law: Venue. This Agreement will be governed by and construed under the laws of Colorado, without regard for its choice of law principles. All disputes will be resolved exclusively in The Parties hereby execute and authorize this Agreement as of the date first set forth above. EAGLE COUNTY (NTRADO INC. Authorized Signature Authorized Signature Name Typed or Printed ~Q~ Title Dated signed: Name Typed or Printed Title Address for Notices: PO Box 250 500 Broadway Eagle, CO 81631 Attn: the federal courts located in Denver, Colorado, or the state courts located in Boulder County, Colorado, and each Party consents to the personal jurisdiction and exclusive venue of those courts for that purpose. 12.10 Rem i Either Party will be entitled to immediate injunctive relief in addition to any other rights and remedies available to it at law or in equity, without the posting of a bond or demonstration of irreparable hams, for breach by the other Party of Section 3 or 8 above. Except as stated herein, the rights and remedies of each Party are cumulative, and are in addition to any other rights or remedies available at law or in equity. 12.11 Laws. Regulations. Permits. Each Party represents that it has or will obtain all consents, licenses, permits and certificates required to receive or perform the Services and to do business in the United States. If Intrado reasonably believes that continued performance of the Services would cause Intrado or Customer to violate any law, statute, ordinance, court order or regulatory agency rules, Intrado may cease the applicable Service(s) to the extent reasonably required to correct or avoid the violation. 12.12 Advertjsina And Publicity. Except for materials already made public, neither Party will distribute any news releases, articles, brochures, speeches, or advertisements concerning this Agreement, nor use the other Party's name or trademarks (or any variation thereof), without the other Party's prior written consent, not to be unreasonably withheld or delayed. Intrado may, however, use Customer's name and trademarks in a list of customers, or in connection with written sales or promotional materials. 12.13 Authority. Each Party represents to the other that (a) it has full authority to enter into and perform under this Agreement (b) the person signing this Agreement on its behalf is properly authorized; and (c) it has read this Agreement, understands it, and agrees to be bound by all of its terms, conditions, and provisions. 12.14 urviv .Sections 2, 3, 5, 6, 8 and 12 will survive the expiration or termination of this Agreement or any Attachment. 12.15 Entire Agreement. This Agreement, together with any Attachment(s) or executed amendments, constitutes the Parties' entire understanding, and supersedes any prior written or oral agreements or understandings, related to the subject matter hereof. This Agreement may be executed in any number of counterparts and/or by facsimile or scanned electronic (e.g..pdf, .tif) copy, all of which taken together will constitute a single instrument. This Agreement or any Attachment may be modified only by a mutually executed amendment. This Agreement is not enforceable unless properly executed by both parties. Date signed: Address for Notices: 1601 Dry Creek Dr. Longmont, CO 80503 Attention: Legal Department With copy Attention: Corporate Controller Revision 2008/04/18 Page 3 ~~, tntraao Agreement~or ~ervi EXHIBIT A Confidentiality Terms 1. During the course of this Agreement, either Party may receive or have access to Confidential Information of the other. "Confidential Information" means any confidential information or data disclosed by a Party ("Disclosing PartW') to the other Party ("R i ien ") under or in contemplation of this Agreement, which (a) if in tangible form or other media that can be converted to readable form is clearly marked as Confidential, proprietary, or private when disclosed; or (b) if oral or visual, is identified as Confidential, proprietary, or private on disclosure. The terms "Disclosing Part' and "Recipient" include each Party's Affiliates that disclose or receive Confidential Information. Each Party will cause its Affiliates, employees, and employees of its Affiliates to comply with the obligations of this Exhibit A, and each Party agrees that it is responsible for the due compliance with this Exhibit A by each of such Affiliates and employees. Actions or omissions by a Party's Affiliate, employee, or an employee of its Affiliate, that if taken by said Party would constitute a breach of this Exhibit A, will be considered io be also actions or omissions of said Party and therefore a breach of this Agreement by said Party. The Recipient will and will cause its employees, Affiliates and employees of Affiliates to (i) use the Confidential Information only in connection with the Recipient's performance of its obligations or in exercising its rights under this Agreement; (ii) restrict disclosure of the Confidential Information to employees of the Recipient and its Affiliates with a "need to know" and not disclose it to any other person or entity without the prior written consent of the Disclosing Parry; (iii) advise those employees and Affiliates who have access to the Confidential Information of their obligations with respect thereto; (iv) treat the Confidential Information with at least the same degree of care to avoid disclosure to any third party as is used by Recipient with respect to its own information of like importance which is to be kept secret; and (v) copy the Confidential Information only as necessary for those employees who are entitled to receive it and ensure that all confidentiality notices are reproduced in full on such copies. 2. For the purposes of this Exhibit A only, "employee" includes third parties retained by the Parties for temporary consultative, administrative, clerical, programming or related Services support. A "need to know" means that the, employee reasonably requires the Confidential Information to perform his or her responsibilities in connection with this Agreement. 3. "Confidential Information" will not include, and the provisions of this Exhibit A will not apply to, any information that (a) is or becomes available to the public through no breach of this Agreement; (b) was known by the Recipient without any obligation to hold it in confidence; (c) is received from a third party free to disclose such information without restriction; (d) is independently developed by the Recipient without the use of Confidential Information of the Disclosing Party; or (e) is approved for release by written authorization of the Disclosing Party but only to the extent of such authorization. If Recipient is required by judicial or administrative action (e.g. subpoena, order), law or regulation to disclose Confidential Information of the Disclosing Party, Recipient may do so, but only to the extent so required. In such event, Recipient will give sufficient notice to the Disclosing Party to allow the Disclosing Party an opportunity to obtain an appropriate protective order. 4. Confidential Information, including copies, will be deemed the property of the Disclosing Party. The Recipient will, within twenty (20) days of a written request by the Disclosing Party return all Confidential Information (or any designated portion thereof), including all copies thereof, to the Disclosing Party or if so directed by the Disclosing Party, destroy such Confidential Information and any other materials (tangible and intangible) that contain, reflect, or are based on all or any part of the Disclosing Party's Confidential Information. 5. The terms of this Exhibit A wil( survive any termination or expiration of this Agreement for a period of five (5) years, except for any item of Confidential Information that is a trade secret, for which such obligations will survive for so long as such item remains a trade secret. Revision 20t78A74//8 Page 4 APPENDIX A: Fees and Payment Schedule for Citizen Notification Services for Eagle County Term: 1 month Exclusivity: In consideration for the pricing stated below, Customer agrees that Intrado will have exclusive right to provide to Customer services similar or identical to the Services described herein. Pricing The standard price of Citizen Notification is made up of five components. • A One-Time Fee ("OTF") paid upon SOW Effective Date. • A Monthly Recurring Fee ("MRF"). o The MRF is invoiced on a monthly, per-TN record basis. A TN record is defined as the name, service address, and telephone address of each Telephone Subscriber listed in (a) the Citizen Notification geocoded database; or (b) the Hosted Data database. o MRFs are billed monthly, starting thirty (30) calendar days after the Customer data extract is loaded and Geocoded and the first Error Report is delivered to Customer. • A Per Connected Call Fee ("PCCF") o The PCCF is the fee associated with each thirty (30)-second, or less, outbound and/or inbound Citizen Notification System Activation(s). • A Message Charge. o The message charge is the fee associated with notifications sent via other media devices, including text message device/pager, SMS, and fax. It applies per message sent. • A Subscriber Data Charge (optional). o Subscriber data charges apply to Intrado's acquisition of telephone subscriber records on Customer's behalf. These charges are due upon the SOW Effective Date, and may be revisited and adjusted annually on notice to Customer. o Customer may obtain telephone subscriber data without Intrado's assistance, which would eliminate this charge. 06/07/2008 Intrado Confidential and Proprietary Page 1 Pricing Details. Intrado reserves the right to rescind the pricing and the offer stated herein if the SOW is not signed and returned to Intrado 30 days from the date Customer receives this SOW. Pricing below is based on the following estimated number of TNs to be included in the Citizen Notification database: 36,100 TNs Description Metric OTF WAIVED MRF $0.0350 Per TN PCCF 'Outbound Telephone $0.25 per 30 seconds of connected call time Inbound Telephone $0.145 per 30 seconds of connected call time Message Fax $0.30 per page Charges Text Messaging/Paging $0.15 per message Email $0.00 (FREE of charge) "NQTE: Outbound fees now apply to all system activations (including testing, missing child launches, etc). Post Deployment Services and Pricing Deliverable Prlce T&M Rate Notes Onsite Customer $2,000 per day Customer site Training for up to two 4- requirements: Computer hour training workstations with Internet sessions, plus access and minimum travel expenses. system requirements for all participants. Up to 10 attendees per class. Remote Training via $450 per Up to 10 attendees for a Webcast session 2 to 4 hour webcast. Professional $125.00/hr Services Hosted Data Setup $0.00 Intrado will load Hosted Data files Hosted Data are Charges for Customer at a T&M rate of maintained by the $90.00/hr with one (1) hr. minimum. Customer using the web There is no charge if the customer interface. Customer may sets up Call Lists without Intrado's set up and store assistance. unlimited Hosted Data. Preplan Setup $0.00 Intrado will load Preplan files or Preplans are maintained Charges digitize hardcopy Preplans for by the Customer using Customer at a T&M rate of the web interface. $90.00/hr with one (1) hr. minimum. Customer may set up There is no charge if the customer and store unlimited sets up Preplans without Intrado's Preplans. assistance. 06/072008 Intrado Confidential and Proprietary Page 2 06/07/2008 Intrado Confidential and Proprietary Page 3 Intrado Target Notification Services Statement of Work for Citizen Notification Service for Eagle County ~n~'rado® 1 G01 Dry Creek Drhre Longmont, CO 80503 (720) 494-5800 Citizen Notification Service for Eagle Couriry Notice © 2004-2008 Intrado Inc., Longmont, Colorado, USA -All rights reserved. Intrado, triangle beacon design, and the logo forms of the foregoing, are trademarks and/or service marks of Intrado lnc. in the United States, other countries, or both and may be registered therein. This documentation may not be altered, copied, distributed, published, displayed, or reproduced in whole or in part without Intrado's prior written consent. Any authorized copies hereof, in whole or in part, must contain the following statement: © 2004-2008 Intrado Inc. Al! rights reserved. Trademark Information All trademarks used herein are the property of their respective owners. It is the policy of Intrado to improve products and services as new technology, software, hardware, and firmware become available. Intrado, therefore, reserves the right to change specifications without prior notice. 06/04/2008 Intrado Confi~ientia[ and Proprietary Page ii Citizen Notification Service for Eagle County Table of Contents 1.0 INTRODUCTION 2.0 TERM OF SOW 3 3 3.0 KEY ASSUMPTIONS AND CUSTOMER RESPONSIBILITIES 3 4.0 CITIZEN NOTIFICATION DESCRIPTION 3 4.1 Overview 3 4.2 Emergency Call Relay Center 3 5.0 CITIZEN NOTIFICATION SUPPORT SERVICES 3 5.1 Project Management Support 3 5.1.1 Single Point of Contact 3 5.1.4 Deployment Schedule (if applicable) 3 5.2 Initial Data Preparation 3 5.2.1 Customer Area Telephone Number/Address Extract 3 5.3 Training 3 5.4 Citizen Notification Telephone Number/Address Maintenance 3 5.4.1 Voice Message Maintenance 3 6.0 SYSTEM ACTIVATIONS 3 6.1 System Activation Initiation 3 6.2 Multiple Simultaneous Citizen Notification System Activations 3 6.3 Duration of Citizen Notification System Activations 3 6.4 Call Completion Rate 3 7.0 REPORTS 3 8.0 SYSTEM AVAILABILITY 3 9.0 AUTHORITY 3 10.0 ENTIRE AGREEMENT 3 06/04/2008 /ntrado Confidential and Proprietary Page iii Citizen Notification Service for Eagle Copt-tty APPENDIX B: DEFINITION OF TERMS 06/04/2008 h-trado Confidential and Proprietary Page iv Citizen Notification Service for Eagle Cottnry Intrado Target Notification Services Statement of Work for Citizen Notification Service 1.~ Introduction This Statement of Work ("SOW"), effective as of ("SOW Effective Date"), is an Attachment to the Agreement for Services between Intrado Inc. ("lntrado") and Eagle County ("Customer"), dated as of ("Agreement'). Intrado provides Emergency Notification Services as defined by 47 U.S.C. § 222(g) under the name "Intrado Target Notification Services" as more fully described in this SOW ("Services"). Intrado and Customer are referred to herein individually as "Party' and collectively as "Parties". This SOW sets forth the responsibilities of Intrado and Customer for Customer's subscription to the Services. If terms conflict between this SOW and the Agreement, this SOW governs. Charges for the Service are specified on Appendix A attached to this SOW. The definitions in Appendix B will apply to this SOW. Capitalized terms not defined in this SOW have the meanings set forth in the Agreement. The following appendices are attached to this SOW: Appendix A: Fees Appendix B: Definitions This SOW describes the following elements of the Citizen Notification service: • The service components managed and maintained by Intrado; • The support activities and/or deliverables; and • Specific roles and responsibilities of Intrado and Customer regarding the deployment and maintenance of the service 2.~ Term of SOW This SOW is effective upon the SOW Effective Date, and will continue for the period described in Appendix A ("SOW Initial Term"). Following the SOW Initial Term, this SOW will renew automatically for continuous one (1) month terms, (each, a "Renewal Term") unless terminated at the end of the Initial Term or a Renewal Term upon no less than thirty (30) calendar days advance written notification by the terminating Party. Intrado may terminate this SOW on no less than thirty (30) days' prior written notice to Customer, with no liability to Intrado or Customer, should Intrado cease to market or provide the Services as a continuing business. 3.~ Key Assumptions and Customer Responsibilities • Customer uses the Citizen Notification TN and address data to deliver information regarding emergency System Activations within the Customer's Service Area. • Customer provides Intrado with the contact information for the individual (project manager) who is responsible for, and has the authority to make decisions relating to, the deployment of the Citizen Notification service within the Customer Service Area. • Customer understands that Citizen Notification service is a web-based service that requires certain minimum components to operate effectively. • Customer provides Intrado with the contact information for Customer's GIS contact who provides Intrado with street, community, and address range information. • Customer obtains, or requests that Intrado obtain at Customer's expense, a TN/address database extract from Customer's designated E9-1-1 database management service provider. If E9-1-1 data 06/04!2008 Intrado Cortfdential and Proprietary Page 1 Citizen Notification Service for Eagle County is not available, at Customer's expense, Customer obtains or requests that Intrado obtain a commercially-managed TN and address directory database. • The service implementation activities for Customer cannot be initiated until the TN and address extract file is received by Intrado (including TN, service address, street name (including prefix, suffix and directional, community and state). • Customer satisfies minimum system requirements recommended by Intrado. • Customer responds to errors referred by Intrado in a timely manner by providing the appropriate street Centerline information required for error resolution. • Intrado's ability to include unlisted and/or non-published TNs in the Citizen Notification database is dependent upon the current regulatory environment and other applicable law; • Customer identifies to Intrado those individuals authorized to activate, administrate, and maintain the Citizen Notification system. Customer notifies Intrado when the status of these individuals changes. • Customer assists Intrado in understanding Customer's methods, procedures, and organizational structure intended for deploying the Citizen Notification service. 4.~ Citizen Notiticatlon Description 4.1 Overview The Services will allow Customer to initiate and launch notification System Activations to a defined population for the purpose of delivering emergency information. Non-wireline voice notifications are limited to the TNs and other contact information provided to the Citizen Notification Service by Customer. 4.2 Emergency Call Relay Center In addition to providing the ability for Customer to initiate and launch its own notification System Activations, Intrado's ECRC provides support to Customer during System Activation Initiation. The ECRC authenticates Customer information, handles system Activation Initiation calls, launches System Activations at the direction of Customer, and provides customer support. 5.~ Cltlzen Notification Support Services 5.1 Project Management Support Intrado will identify a project manager authorized to act on behalf of Intrado with respect to Service deployment. Project managers meet on a periodic basis in order for the Parties to inform each other of the status of the Parties' respective tasks and responsibilities. 5.1.1 Single Point of Contact Each party will appoint a project manager to serve as the single point of contact regarding Services. 5.1.4 Deployment Schedule (if applicable) Intrado's project manager creates the Customer deployment schedule. As soon as reasonably possible, the Intrado and Customer project managers meet to determine mutually agreed upon milestone deliverables and deliverable dates. 5.2 Initial Data Preparation 5.2.1 Customer Area Telephone Number/Address Extract Customer requests and obtains, or requests that Intrado request and obtain, an initial extract of the data described in Section 3.0. 06/04/2008 /ntrado Confidential and Proprietary Page 2 Citizen Notification Service for Eagle County 5.3 Training Customer's trainers are provided training on how to initiate and launch System Activations in support of the Customer's train-the-trainer program. Intrado will provide a maximum of one webcast training session of up to four (4) hours in duration, with a maximum of ten (10) attendees. In addition, Customer is provided with Citizen Notification customer documentation. 5.4 Citizen Notification Telephone Number/Address Maintenance Intrado incorporates updated TN and address records into the Citizen Notification Service databases, provided that such data is made available to Intrado by the Customer. Intrado attempts to Geocode the updated records, and if an updated record Geocodes successfuNy, the records are incorporated into the Citizen Notification database so that such records are available for a System Activation. In order to support the on-going geocoding of new records, the Citizen Notification Street Centerline File, as well as the street and community alias and translation tables, are updated and maintained. The on-going availability of TN and address records in the Citizen Notification database for use during System Activations depends on whether new telephone/address records can be Geocoded and whether such records can be updated in the Street Centerline File, alias, and/or translation tables in a timely manner. Customer's ability to provide Intrado with the appropriate GIS and/or mapping resources determines whether or not these records can be included in the Citizen Notification database. 5.4.1 Voice Message Maintenance Customer may create and manage Voice Messages. Customer may create and manage Text-to- Speech Messages via the web intertace. Customer is solely responsible for the content and maintenance of its Voice Messages and Text-to-Speech Messages. 6.~ System Activations 6.1 System Activation Initiation Customers may initiate a System Activation by launching through the web application or contacting the ECRC via telephone. If a new mapping System Activation is launched through the ECRC, the user must identify three (3) or (4) geographic points to the ECRC which, when connected by straight lines, depict a polygon (e.g. a triangle or rectangle) ("Point Identification Method"). Customer acknowledges that the Point Identification Method may be inaccurate and/or unreliable and may require an extended period of time to implement. Therefore, Customer agrees that Intrado will not be responsible for any inaccuracies or errors in the interpretation of mapping boundaries or in the System Activation Launch arising from use of the Point Identification Method, and will indemnify and hold harmless Intrado, its officers, directors, employees, and agents from any and all claims, losses (including expenses), and damages arising out of or in connection with the Point Identification Method. 6.2 Multiple Simultaneous Citizen Notification System Activations If multiple System Activations are initiated and launched simultaneously, the outbound calling capacity of the calling ports may be shared equally among the System Activations. 6.3 Duration of Citizen Notification System Activations The duration of a System Activation is determined by several factors, including: • call recipient behavior 06/042008 Intrado Confidential and Proprietary Page 3 Citizen Notification Service for Eagle County • the number of TNs associated with the System Activation; • the length of the Voice Message; • the call strategy; • the number of System Activations in progress; • the length of the average call duration including ring time; and • the network throughput of the outbound calls. 6.4 Call Completion Rate Call completion rates for Citizen Notification may vary based on a number of factors, including: • Number of call attempts and length of interval between call attempts • Length of Subscriber's answering machine recording • Duration of the recorded message plus repeat message option, if selected • Network congestion at the local telephone company end office, within the local telephone company network, and between telephone company networks • Call recipient behavior • Limited network paths into ^ Private Branch Exchange (PBX) systems, ^ Facilities based Centrex systems, and, ^ "Remote" central office systems. 7.0 Reports Customer is provided system activity and System Activation reports through the web application. g.~ System Availability Citizen Notification, including Voice Message recording, web application, ECRC, and outbound calling platform, are available to Customer 24 hours per day, 365 days per year except during maintenance activities. 9.0 Authority Each Party represents to the other that (i) it has full authority to enter into and perform under this SOW; (ii) the person signing this SOW on its behalf is properly authorized; and (iii) it has read this SOW, understands it, and agrees to be bound by all of its terms, conditions, and provisions. 10.0 Entire Agreement This SOW shall not be enforceable unless duly executed by both Parties. This SOW, together with any Appendices hereto and the Agreement, constitutes the Parties' entire understanding related to the subject matter of this SOW and supersedes any prior written or oral agreements or understandings with regard to the subject matter of this SOW. 06/04/2008 /--trado Confidential acid Proprietary Page 4 Citizen Notification Service for Eagle County IN WITNESS WHEREOF, the Parties hereto have caused this SOW to be executed by their duly authorized representatives. Eagle County Signature Printed Name and Title Signature Date Intrado Inc. Signature Printed Name and Title Signature Date 06/04/1008 /ntrado Confidential and Proprietary Page S Citizen Notification Service for Eagle Co~rnty APPENDIX B: Definition of Terms Customer Service Area The geographic area served by Customer. ECRC Emergency Call Relay Center. Intrado's 24x7x365 operation responsible for assisting Customer with launching System Activations. End User A participating jurisdiction of Customer. Activation ID The unique system-generated identifier for all System Activation types. The Activation ID identifies the System Activation on all Citizen Notification reports. Geocode The process of assigning a specific geographic location to TN and address data. G!S Geographic Information System. An automated mapping system that allows analysis and graphic display of geographic features and attributes information. Hosted Data A database of telephone numbers of city officials, emergency workers, or other personnel compiled by Customer or its participating jurisdictions. Prep/anned System Activation A System Activation with standard and predetermined boundaries. Street Centerline File A GIS-based database that contains records that represent street names and addresses graphically. Street centerlines are imaginary lines drawn down the center of a street right-of-way with the street name and address attributes. Typically, a single record exists for a street between intersecting or cross streets. System Activation The commencement of outbound calling to communicate during an emergency (or non emergency) situation in which officials wish to provide information and/or instructions to a specific portion of the population and/or designated emergency personnel. System Activation Boundaries The geographic area of a System Activation. System Activation Initiation The process of communicating the specifics of a Citizen Notification System Activation to Intrado via the ECRC. System Activation Initiation triggers System Activation. Target Notification Suite of notification services that are offered by Intrado including Citizen Notification and First Responder. 06/04/2008 Intrado Co-ifidential and Proprietary Page 6 Citizen Notification Service for Eagle County TN Telephone Number. Voice Message An outbound notification message created by Customer for delivery during a System Activation. A Voice Message must be created before a System Activation can be initiated. 06/04/2008 Intrado Confidential and Proprietary Page 7 Intrado Target Notification Services Statement of Work for citizen Notification Service for Eagle County ~n~:'rado~ 1601 Dry Creek Drive Longmont, CC? 80503 (720) 494-5$00 Citizen Notification Service for Eagle Cocenty Notice © 2004-2008 Intrado Inc., Longmont, Colorado, USA -All rights reserved. Intrado, triangle beacon design, and the logo forms of the foregoing, are trademarks and/or service marks of Intrado Inc. in the United States, other countries, or both and may be registered therein. This documentation may not be altered, copied, distributed, published, displayed, or reproduced in whole or in part without Intrado's prior written consent. Any authorized copies hereof, in whole or in part, must contain the following statement: © 2004-2008 Intrado Inc. All rights reserved. Trademark Information All trademarks used herein are the property of their respective owners. It is the policy of Intrado to improve products and services as new technology, software, hardware, and firmware become available. Intrado, therefore, reserves the right to change specifications without prior notice. 06/04/200$ /ntrado Co~ifidentia! and Proprietary Page ii Citizen Notification Service for Eagle County Ta61e of Contents 1.0 INTRODUCTION 2.0 TERM OF SOW i 1 3.0 KEY ASSUMPTIONS AND CUSTOMER RESPONSIBILITIES 1 4.0 CITIZEN NOTIFICATION DESCRIPTION 4.1 Overview 4.2 Emergency Call Relay Center 5.0 CITIZEN NOTIFICATION SUPPORT SERVICES 5.1 Project Management Support S.l.l Single Point of Contact 5.1.4 Deployment Schedule (if applicable) 5.2 Initial Data Preparation 5.2.1 Customer Area Telephone Number/Address Extract 5.3 Training 5.4 Citizen Notification Telephone Number/Address Maintenance 5.4.1 Voice Message Maintenance 6.0 SYSTEM ACTIVATIONS 6.1 System Activation Initiation 6.2 Multiple Simultaneous Citizen Notification System Activations 6.3 Duration of Citizen Notification System Activations 6.4 Cail Completion Rate 7.0 REPORTS 8.0 SYSTEM AVAILABILITY 9.0 AUTHORITY 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 4 4 4 4 10.0 ENTIRE AGREEMENT 4 06/04/2008 /-rtrado Confidential and Proprietary Page iii Citizen Notification Service for Eagle County APPENDIX B: DEFINITION OF TERMS 6 06/04/2008 Intrado Carfrdential and Proprietary Page iv Citizen Notification Service for Eagle County Intrado Target Notification Services Statement of Work for Citizen Notification Service 1.~ Introduction This Statement of Work ("SOW"), effective as of ("SOW Effective Date"), is an Attachment to the Agreement for Services between Intrado Inc. ("Intrado") and Eagle County ("Customer"), dated as of ("Agreement'). Intrado provides Emergency Notification Services as defined by 47 U.S.C. § 222(g) under the name "Intrado Target Notification Services" as more fully described in this SOW ("Services"). Intrado and Customer are referred to herein individually as "Part' and collectively as "Parties". This SOW sets forth the responsibilities of Intrado and Customer for Customer's subscription to the Services. If terms conflict between this SOW and the Agreement, this SOW governs. Charges for the Service are specified on Appendix A attached to this SOW. The definitions in Appendix B will apply to this SOW. Capitalized terms not defined in this SOW have the meanings set forth in the Agreement. The following appendices'are attached to this SOW: Appendix A: Fees Appendix 6: Definitions This SOW describes the following elements of the Citizen Notification service: • The service components managed and maintained by Intrado; • The support activities and/or deliverables; and • Specific roles and responsibilities of Intrado and Customer regarding the deployment and maintenance of the service Z.~ Term of SOW This SOW is effective upon the SOW Effective Date, and will continue for the period described in Appendix A ("SOW Initial Term"). Following the SOW Initial Term, this SOW will renew automatically for continuous one (1) month terms, (each, a "Renewal Term") unless terminated at the end of the Initial Tenn or a Renewal Term upon no less than thirty (30) calendar days advance written notification by the terminating Party. Intrado may terminate this SOW on no less than thirty (30) days' prior written notice to Customer, with no liability to Intrado or Customer, should Intrado cease to market or provide the Services as a continuing business. 3.~ Key Assumptions and Customer Responsibilities • Customer uses the Citizen Notification TN and address data to deliver information regarding emergency System Activations within the Customer's Service Area. • Customer provides Intrado with the contact information for the individual (project manager) who is responsible for, and has the authority to make decisions relating to, the deployment of the Citizen Notification service within the Customer Service Area. • Customer understands that Citizen Notification service is a web-based service that requires certain minimum components to operate effectively. • Customer provides Intrado with the contact information for Customer's GIS contact who provides Intrado with street, community, and address range information. • Customer obtains, or requests that Intrado obtain at Customer's expense, a TN/address database extract from Customer's designated E9-1-1 database management service provider. If E9-1-1 data 06/04/Z008 Intrado Confidential and Proprietary Page 1 Citizen Notification Service for Eagle County is not available, at Customer's expense, Customer obtains or requests that Intrado obtain a commercially-managed TN and address directory database. • The service implementation activities for Customer cannot be initiated until the TN and address extract file is received by Intrado (including TN, service address, street name (including prefix, suffix and directional, community and state). • Customer satisfies minimum system requirements recommended by Intrado. • Customer responds to errors referred by Intrado in a timely manner by providing the appropriate street centerline information required for error resolution. • Intrado's ability to include unlisted and/or non-published TNs in the Citizen Notification database is dependent upon the current regulatory environment and other applicable law; • Customer identifies to Intrado those individuals authorized to activate, administrate, and maintain the Citizen Notification system. Customer notifies Intrado when the status of these individuals changes. • Customer assists Intrado in understanding Customer's methods, procedures, and organizational structure intended for deploying the Citizen Notification service. 4.Q Citizen Notification Description 4.1 Overview The Services will allow Customer to initiate and launch notification System Activations to a defined population for the purpose of delivering emergency information. Non-wireline voice notifications are limited to the TNs and other contact information provided to the Citizen Notification Service by Customer. 4.2 Emergency Call Relay Center In addition to providing the ability for Customer to initiate and launch its own notification System Activations, Intrado's ECRC provides support to Customer during System Activation Initiation. The ECRC authenticates Customer information, handles system Activation Initiation calls, launches System Activations at the direction of Customer, and provides customer support. 5.~ Citizen Notification Support Services 5.1 Project Management Support Intrado will identify a project manager authorized to act on behalf of Intrado with respect to Service deployment. Project managers meet on a periodic basis in order for the Parties to inform each other of the status of the Parties' respective tasks and responsibilities. 5.1.1 Single Point of Contact Each party will appoint a project manager to serve as the single point of contact regarding Services. 5.1.4 Deployment Schedule (if applicable) Intrado's project manager creates the Customer deployment schedule. As soon as reasonably possible, the Intrado and Customer project managers meet to determine mutually agreed upon milestone deliverables and deliverable dates. 5.2 Initial Data Preparation 5.2.1 Customer Area Telephone Number/Address Extract , Customer requests and obtains, or requests that Intrado request and obtain, an initial extract of the data described in Section 3.0. 06/04/Z008 /ntrado Caifdential and Proprietary Pnge 2 Citizen Notification Service for Eagle Cottnry 5.3 Training Customer's trainers are provided training on how to initiate and launch System Activations in support of the Customer's train-the-trainer program. Intrado will provide a maximum of one webcast training session of up to four (4) hours in duration, with a maximum of ten (10) attendees. )n addition, Customer is provided with Citizen Notification customer documentation. 5.4 Citizen Notification Telephone Number/Address Maintenance Intrado incorporates updated TN and address records into the Citizen Notification Service databases, provided that such data is made available to Intrado by the Customer. Intrado attempts to Geocode the updated records, and if an updated record Geocodes successfully, the records are incorporated into the Citizen Notification database so that such records are available for a System Activation. In order to support the on-going geocoding of new records, the Citizen Notification Street Centerline File, as well as the street and community alias and translation tables, are updated and maintained. The on-going availability of TN and address records in the Citizen Notification database for use during System Activations depends on whether new telephone/address records can be Geocoded and whether such records can be updated in the Street Centerline File, alias, and/or translation tables in a timely manner. Customer's ability to provide Intrado with the appropriate GIS and/or mapping resources determines whether or not these records can be included in the Citizen Notification database. 5.4.1 Voice Message Maintenance Customer may create and manage Voice Messages. Customer may create and manage Text-to- Speech Messages via the web interface. Customer is solely responsible for the• content and maintenance of its Voice Messages and Text-to-Speech Messages. 6.~ System Activations 6.1 System Activation Initiation Customers may initiate a System Activation by launching through the web application or contacting the ECRC via telephone. If a new mapping System Activation is launched through the ECRC, the user must identify three (3) or (4) geographic points to the ECRC which, when connected by straight lines, depict a polygon (e.g. a triangle or rectangle) ("Point Identification Method"). Customer acknowledges that the Point Identification Method may be inaccurate and/or unreliable and may require an extended period of time to implement. Therefore, Customer agrees that Intrado will not be responsible for any inaccuracies or errors in the interpretation of mapping boundaries or in the System Activation Launch arising from use of the Point Identification Method, and will indemnify and hold harmless Intrado, its officers, directors, employees, and agents from any and all claims, losses (including expenses), and damages arising out of or in connection with the Point Identification Method. 6.2 Multiple Simultaneous Citizen Notification System Activations If multiple System Activations are initiated and launched simultaneously, the outbound calling capacity of the calling ports may be shared equally among the System Activations. 6.3 Duration of Citizen Notification System Activations The duration of a System Activation is determined by several factors, including: • call recipient behavior 06/04/2008 l~ttrado Conftdeittial and Proprietary Page 3 Citizen Notification Service for Eagle County • the number of TNs associated with the System Activation; • the length of the Voice Message; • the call strategy; • the number of System Activations in progress; • the length of the average call duration including ring time; and • the network throughput of the outbound calls. 6.4 Call Completion Rate Call completion rates for Citizen Notification may vary based on a number of factors, including: • Number of call attempts and length of interval between call attempts • Length of Subscriber's answering machine recording • Duration of the recorded message plus repeat message option, if selected • Network congestion at the local telephone company end office, within the local telephone company network, and between telephone company networks • Call recipient behavior • Limited network paths into • Private Branch Exchange (PBX) systems, • Facilities based Centrex systems, and, ^ "Remote" central office systems. 7.~ Reports Customer is provided system activity and System Activation reports through the web application. g.0 System Availability Citizen Notification, including Voice Message recording, web application, ECRC, and outbound calling platform, are available to Customer 24 hours per day, 365 days per year except during maintenance activities. 9.0 Authority Each Party represents to the other that (i} it has full authority to enter into and perform under this SOW; (ii) the person signing this SOW on its behalf is properly authorized; and (iii) it has read this SOW, understands it, and agrees to be bound by all of its terms, conditions, and provisions. 1~.0 Entire Agreement This 50W shall not be enforceable unless duly executed by both Parties. This SOW, together with any Appendices hereto and the Agreement, constitutes the Parties' entire understanding related to the subject matter of this SOW and supersedes any prior written or oral agreements or understandings with regard to the subject matter of this SOW. 06/04!2008 hitrado Confidential and Proprietary Page 4 Citizen Notification Service for Eagle County IN WITNESS WHEREOF, the Parties hereto have caused this SOW to be executed by their duly authorized representatives. Eagle County Signature Printed Name and Title Signature Date Intrado Inc. Signature Printed Name and Title Signature Date 06/04/Z008 Intrado Confidential and Proprietary Page S Citizen Notification Service foc Eagle County APPENDIX B: Definition of Terms Customer Service Area The geographic area served by Customer. ECRC Emergency Call Relay Center. Intrado's 24x7x365 operation responsible for assisting Customer with launching System Activations. End User A participating jurisdiction of Customer. Activation ID The unique system-generated identifier for all System Activation types. The Activation ID identifies the System Activation on all Citizen Notification reports. Geocode The process of assigning a specific geographic location to TN and address data. G/S Geographic Information System. An automated mapping system that allows analysis and graphic display of geographic features and attributes information. Hosted Data A database of telephone numbers of city officials, emergency workers, or other personnel compiled by Customer or its participating jurisdictions. Preplanned System Activation A System Activation with standard and predetermined boundaries. Street Centerline File A GIS-based database that contains records that represent street names and addresses graphically. Street centerlines are imaginary lines drawn down the center of a street right-of-way with the street name and address attributes. Typically, a single record exists for a street between intersecting or cross streets. System Activation The commencement of outbound calling to communicate during an emergency (or non emergency) situation in which officials wish to provide information and/or instructions to a specific portion of the population and/or designated emergency personnel. System Activation Boundaries The geographic area of a System Activation. System Activation Initiation The process of communicating the specifics of a Citizen Notification System Activation to Intrado via the ECRC. System Activation Initiation triggers System Activation. Target Notification Suite of notification services that are offered by Intrado including Citizen Notification and First Responder. 06/04/2008 harado Confidential and Proprietary Page 6 Citizen Notification Service for Eagle County TN Telephone Number. Voice Message An outbound notification message created by Customer for delivery during a System Activation. A Voice Message must be created before a System Activation can be initiated. 06/04/2008 lntrado Confidential and Proprietary Page 7 Intradt~ Target Notification services statement of Vllork for ~1t1zel] ~at~fl~atlan Service far :~,agle amity n ~~® 1$(?i C3ry Creek Drive Longmont, C4 8{?5a3 (?~~} 494-5$QQ Citizen Notification Service for Eagle County Notice © 2004-2008 Intrado Inc., Longmont, Colorado, USA -All rights reserved. Intrado, triangle beacon design, and the logo forms of the foregoing, are trademarks and/or service marks of Intrado Inc, in the United States, other countries, or both and may be registered therein. This documentation may not be altered, copied, distributed, published, displayed, or reproduced in whole or in part without Intrado's prior written consent. Any authorized copies hereof, in whole or in part, must contain the following statement: © 2004-2008 Intrado Inc. All rights reserved. Trademark Information All trademarks used herein are the property of their respective owners. It is the policy of Intrado to improve products and services as new technology, software, hardware, and firmware become available. Intrado, therefore, reserves the right to change specifications without prior notice. 04/16/2008 Intrado Confcdential and Proprietary Page ii Citizen Notification Service for Eagle County Table of Contents 1.0 INTRODUCTION 2.0 TERM OF SOW 3.0 KEY ASSUMPTIONS AND CUSTOMER RESPONSIBILITIES 4.0 CITIZEN NOTIFICATION DESCRIPTION 4.1 Overview 4.2 Emergency Call Relay Center 5.0 CITIZEN NOTIFICATION SUPPORT SERVICES 5.1 Project Management Support 5.1.1 Single Point of Contact 5.1.4 Deployment Schedule (if applicable) 5.2 Initial Data Preparation 5.2.1 Customer Area Telephone Number/Address Extract 5.3 Training 5.4 Citizen Notification Telephone Number/Address Maintenance 5.4.1 Voice Message Maintenance 6.0 SYSTEM ACTIVATIONS 6.1 System Activation Initiation 6.2 Multiple Simultaneous Citizen Notification System Activations 6.3 Duration of Citizen Notification System Activations 6.4 Call Completion Rate 7.0 REPORTS 8.0 SYSTEM AVAILABILITY 9.0 AUTHORITY 10.0 ENTIRE AGREEMENT 1 1 1 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 4 4 4 4 4 04/16/2008 Intrado Confidential and Proprietary Page iii Citizen Notification Service for Eagle County APPENDIX B: DEFINITION OF TERMS 04/16/2008 Intrado Confidential and Proprietary Page iv Citizen Notification Service for Eagle County Intrado Target Notification Services Statement of Work for Citizen Notification Service 1.~ Introduction This Statement of Work ("SOW"), effective as of ~ne~ ~ Sf 2~ ("SOW Effective Date"), is an Attachment to the Agreement for Services between Intrado Inc. ("Intrado") and Eagle County ("Customer"), dated as of ~h2. lS}t Z`~~ ("Agreement"). Intrado provides Emergency Notification Services as defined by 47 U.S.C. § 222(8) under the name "Intrado Target Notification Services" as more fully described in this SOW ("Services"). Intrado and Customer are referred to herein individually as "Part' and collectively as "Parties". This SOW sets forth the responsibilities of Intrado and Customer for Customer's subscription to the Services. If terms conflict between this SOW and the Agreement, this SOW governs. Charges for the Service are specified on Appendix A attached to this SOW. The definitions in ~pendix B will apply to this SOW. Capitalized terms not defined in this SOW have the meanings set forth in the Agreement. The following appendices are attached to this SOW: Appendix A: Fees Appendix B: Definitions This SOW describes the following elements of the Citizen Notification service: • The service components managed and maintained by Intrado; • The support activities and/or deliverables; and • Specific roles and responsibilities of Intrado and Customer regarding the deployment and maintenance of the service 2.~ Term of SOW This SOW is effective upon the SOW Effective Date, and will continue for the period described in Appendix A ("SOW Initial Term"). Following the SOW Initial Term, this SOW will renew automatically for continuous one (1) year terms, (each, a "Renewal Term") unless terminated at the end of the Initial Term or a Renewal Term upon no less than ninety (90) calendar days advance written notification by the terminating Party. Intrado may terminate this SOW on no less than thirty (30) days' prior written notice to Customer, with no liability to Intrado or Customer, should Intrado cease to market or provide the Services as a continuing business. 3.~ Key Assumptions and Customer Responsibilities • Customer uses the Citizen Notification TN and address data to deliver information regarding emergency System Activations within the Customer's Service Area. • Customer provides Intrado with the contact information for the individual (project manager) who is responsible for, and has the authority to make decisions relating to, the deployment of the Citizen Notification service within the Customer Service Area. • Customer understands that Citizen Notification service is a web-based service that requires certain minimum components to operate effectively. • Customer provides Intrado with the contact information for Customer's GIS contact who provides Intrado with street, community, and address range information. • Customer obtains, or requests that Intrado obtain at Customer's expense, a TN/address database extract from Customer's designated E9-1-1 database management service provider. If E9-1-1 data 04/16/2008 Intrado Confidential and Proprietary Page 1 Citizen Notification Service for Eagle County is not available, at Customer's expense, Customer obtains or requests that Intrado obtain a commercially-managed TN and address directory database. • The service implementation activities for Customer cannot be initiated until the TN and address extract file is received by Intrado (including TN, service address, street name (including prefix, suffix and directional, community and state). • Customer satisfies minimum system requirements recommended by Intrado. • Customer responds to errors referred by Intrado in a timely manner by providing the appropriate street centerline information required for error resolution. • Intrado's ability to include unlisted and/or non-published TNs in the Citizen Notification database is dependent upon the current regulatory environment and other applicable law; • Customer identifies to Intrado those individuals authorized to activate, administrate, and maintain the Citizen Notification system. Customer notifies Intrado when the status of these individuals changes. • Customer assists Intrado in understanding Customer's methods, procedures, and organizational structure intended for deploying the Citizen Notification service. 4.~ Citizen Notification Description 4.1 Overview The Services will allow Customer to initiate and launch notification System Activations to a defined population for the purpose of delivering emergency information. Non-wireline voice notifications are limited to the TNs and other contact information provided to the Citizen Notification Service by Customer. 4.2 Emergency Call Relay Center In addition to providing the ability for Customer to initiate and launch its own notification System Activations, Intrado's ECRC provides support to Customer during System Activation Initiation. The ECRC authenticates Customer information, handles system Activation Initiation calls, launches System Activations at the direction of Customer, and provides customer support. Jr.~ Citizen Notification Support Services 5.1 Project Management Support Intrado will identify a project manager authorized to act on behalf of Intrado with respect to Service deployment. Project managers meet on a periodic basis in order for the Parties to inform each other of the status of the Parties' respective tasks and responsibilities. 5.1.1 Single Point of Contact Each party will appoint a project manager to serve as the single point of contact regarding Services. 5.1.4 Deployment Schedule (if applicable) Intrado's project manager creates the Customer deployment schedule. As soon as reasonably possible, the Intrado and Customer project managers meet to determine mutually agreed upon milestone deliverables and deliverable dates. 5.2 Initial Data Preparation 5.2.1 Customer Area Telephone Number/Address Extract Customer requests and obtains, or requests that Intrado request and obtain, an initial extract of the data described in Section 3.0. 04/16/2008 Intrado Confidential and Proprietary Page 2 Citizen Notification Service for Eagle County 5.3 Training Customer's trainers are provided training on how to initiate and launch System Activations in support of the Customer's train-the-trainer program. Intrado will provide a maximum of one webcast training session of up to four (4) hours in duration, with a maximum of ten (10) attendees. In addition, Customer is provided with Citizen Notification customer documentation. 5.4 Citizen Notification Telephone Number/Address Maintenance Intrado incorporates updated TN and address records into the Citizen Notification Service databases, provided that such data is made available to Intrado by the Customer. Intrado attempts to Geocode the updated records, and if an updated record Geocodes successfully, the records are incorporated into the Citizen Notification database so that such records are available for a System Activation. In order to support the on-going geocoding of new records, the Citizen Notification Street Centerline File, as well as the street and community alias and translation tables, are updated and maintained. The on-going availability of TN and address records in the Citizen Notification database for use during System Activations depends on whether new telephone/address records can be Geocoded and whether such records can be updated in the Street Centerline File, alias, and/or translation tables in a timely manner. Customer's ability to provide Intrado with the appropriate GIS and/or mapping resources determines whether or not these records can be included in the Citizen Notification database. 5.4.1 Voice Message Maintenance Customer may create and manage Voice Messages. Customer may create and manage Text-to- Speech Messages via the web interface. Customer is solely responsible for the content and maintenance of its Voice Messages and Text-to-Speech Messages. 6.~ System Activations 6.1 System Activation Initiation Customers may initiate a System Activation by launching through the web application or contacting the ECRC via telephone. If a new mapping System Activation is launched through the ECRC, the user must identify three (3) or (4) geographic points to the ECRC which, when connected by straight lines, depict a polygon (e.g. a triangle or rectangle) ("Point Identification Method"). Customer acknowledges that the Point Identification Method may be inaccurate and/or unreliable and may require an extended period of time to implement. Therefore, Customer agrees that Intrado will not be responsible for any inaccuracies or errors in the interpretation of mapping boundaries or in the System Activation Launch arising from use of the Point Identification Method, and will indemnify and hold harmless Intrado, its officers, directors, employees, and agents from any and all claims, losses (including expenses), and damages arising out of or in connection with the Point Identification Method. 6.2 Multiple Simultaneous Citizen Notification System Activations If multiple System Activations are initiated and launched simultaneously, the outbound calling capacity of the calling ports may be shared equally among the System Activations. 6.3 Duration of Citizen Notification System Activations The duration of a System Activation is determined by several factors, including: • call recipient behavior 04/16/2008 Intrado Confidential and Proprietary Page 3 Citizen Notification Service for Eagle County • the number of TNs associated with the System Activation; • the length of the Voice Message; • the call strategy; • the number of System Activations in progress; • the length of the average call duration including ring time; and • the network throughput of the outbound calls. 6.4 Call Completion Rate Call completion rates for Citizen Notification may vary based on a number of factors, including: • Number of call attempts and length of interval between call attempts • Length of Subscriber's answering machine recording • Duration of the recorded message plus repeat message option, if selected • Network congestion at the local telephone company end office, within the local telephone company network, and between telephone company networks • Call recipient behavior • Limited network paths into ^ Private Branch Exchange (PBX) systems, ^ Facilities based Centrex systems, and, ^ "Remote" central office systems. 7.0 Reports Customer is provided system activity and System Activation reports through the web application. g.0 System Availability Citizen Notification, including Voice Message recording, web application, ECRC, and outbound calling platform, are available to Customer 24 hours per day, 365 days per year except during maintenance activities. 9.0 Authority Each Party represents to the other that (i) it has full authority to enter into and perform under this SOW; (ii) the person signing this SOW on its behalf is properly authorized; and (iii) it has read this SOW, understands it, and agrees to be bound by all of its terms, conditions, and provisions. 1~.~ Entire Agreement This SOW shall not be enforceable unless duly executed by both Parties. This SOW, together with any Appendices hereto and the Agreement, constitutes the Parties' entire understanding related to the subject matter of this SOW and supersedes any prior written or oral agreements or understandings with regard to the subject matter of this SOW. 04/16/2008 Intrado Confidential and Proprietary Page 4 Citizen Notification Service for Eagle County IN WITNESS WHEREOF, the authorized r~entatives.~ hereto have caused this SOW to be executed by their duly Intrado Inc. Signature Printed Name and Title ~V1 h~ l `1 . Z C~ V~ Signature Date Signature Date 04/16/2008 Intrado Confidential and Proprietary Page 5 ~•c~-ty F• ~Zu~~v ~,n. C~~rv~c~h Printed Name and Title-T Citizen Notification Service for Eagle County APPENDIX B: Definition of Terms Customer Service Area The geographic area served by Customer. ECRC Emergency Call Relay Center. Intrado's 24x7x365 operation responsible for assisting Customer with launching System Activations. End User A participating jurisdiction of Customer. Activation ID The unique system-generated identifier for all System Activation types. The Activation ID identifies the System Activation on all Citizen Notification reports. Geocode The process of assigning a specific geographic location to TN and address data. GIS Geographic Information System. An automated mapping system that allows analysis and graphic display of geographic features and attributes information. Hosted Data A database of telephone numbers of city officials, emergency workers, or other personnel compiled by Customer or its participating jurisdictions. Preplanned System Activation A System Activation with standard and predetermined boundaries. Street Centerline File A GIS-based database that contains records that represent street names and addresses graphically. Street centerlines are imaginary lines drawn down the center of a street right-of-way with the street name and address attributes. Typically, a single record exists for a street between intersecting or cross streets. System Activation The commencement of outbound calling to communicate during an emergency (or non emergency) situation in which officials wish to provide information and/or instructions to a specific portion of the population and/or designated emergency personnel. System Activation Boundaries The geographic area of a System Activation. System Activation Initiation The process of communicating the specifics of a Citizen Notification System Activation to Intrado via the ECRC. System Activation Initiation triggers System Activation. Target Notification Suite of notification services that are offered by Intrado including Citizen Notification and First Responder. 04/16/2008 Intrado Confidential and Proprietary Page 6 Citizen Notification Service for Eagle County TN Telephone Number. Voice Message An outbound notification message created by Customer for delivery during a System Activation. A Voice Message must be created before a System Activation can be initiated. 04/16!2008 Intrado Confcdential and Proprietary Page 7