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HomeMy WebLinkAboutC99-110 Sprint SpectrumPHASE I E9-1-1 SERVICE AGREEMENT This Phase I -1-1 Service Agreement, including all attachments appended hereto ("Agreement"), is entered into as of , .199Y(the "Effective Date"), by and between Eagle County Emergency Telephone Service Authority, a Governing Body, acting on behalf of itself and the PSAPs within its jurisdiction that are listed on Exhibit B (hereinafter referred to collectively as the "PSAP Enti"y"), and Sprint Spectrum L.P., as agent and general partner for Wire!essCo, L.P., d/b/a Sprint PCS ("Canter"). PSAP Entity, and its representative executing this Agreement on the signature pages attached hereto, each represents and warrants that it has the legal power and authority to enter into this Agreement with Carrier and to bind the Governing Body and its listed PSAPs to the terms and conditions hereof. RECITALS A. Pursuant to the E9-1-1 rules for Phase I implementation under 47 C.F.R. Section 20.18(d) ("the Rules"), the Federal Communications Commission ("FCC") requires that wireless and broadband PCS licensees and certain other wireless licensees to transmit all 9-1-1 calls initiated by a person dialing 9-1-1 on a wireless phone and to relay that caller's mobile directory number information, if available, and the physical description of the cell site receiving a 9-1-1 call to the designated PSAP. B. Under the Rules, the Phase I implementation requirements imposed upon the Carrier do not apply unless three threshold requirements are met: (1) Carrier receives a valid request for Phase I E9-1-1 service from the administrator of a PSAP Entity; (2) the relevant PSAP Entity is capable of receiving and utilizing the data elements associated with such service; and (3) a mechanism for the full recovery of Carrier's costs relating to the provision of such service is in place. C. PSAP Entity has (1) formally requested in writing Phase I E9-1-1 services from the Carrier; (2) represented and warranted that the PSAP Entity is capable of receiving and utilizing the data elements associated with such service; and (3) represented and warranted that a mechanism for recovery of all of Carrier's costs relating to the provision of such service is in place. D. PSAP Entity acknowledges that Carrier has entered into an agreement with a vendor, SCC Communications ("Vendor"), for the provision of a Phase I E9-1-1 service solution. This Vendor will assist Carrier and provide many of the services necessary for Carrier to successfully deploy Phase I E9-1-1 service. PSAP Entity agrees to work directly/indirectly with the Vendor and other third parties as appropriate to bring about the successful provision of Phase I E9-1-1 service. In consideration of the mutual promises and covenants stated herein, the PSAP Entity and Carrier agree as follows: ARTICLE I PHASE I E9-1-1 SERVICE According to the terms and conditions of this Article I, Carrier agrees to act in good faith to implement and provide Phase I E9-1-1 Service to PSAP Entity within those portions of the PSAP Jurisdiction Area in which Carrier provides Service (hereinafter "Carrier E9-1-1 Service Area"), and PSAP Entity agrees to cooperate fully and work in good faith with Carrier, Vendor and, where necessary as determined by Carrier, third parties (such as the 9-1-1 Provider/LEC, Host ALI Provider, SCP software developers and hardware providers, and other suppliers and manufacturers) for the successful implementation and provision of such Phase I E9- 1-1 Service. A. Responsibilities of the Parties. '"MW \q1WW In addition to any and all other obligations of the Parties set forth in this Agreement, the responsibilities of the Parties shall be as generally described in this Article I. 1. Responsibilities of Carrier. It shall be Carrier's responsibility, in cooperation with PSAP Entity and necessary third parties (including, but not limited to, Vendor, 9-1-1 Provider/LEC, Host ALI Provider, SCP software developers and hardware providers;, and other suppliers and manufacturers), to work in good faith to imr ement and provide Phase I E9-1-1 Service to PSAP Entity within the Carrier E9-1-1 Service Area. These responsibilities shall include the following: a. development of its network design related to Phase I E9-1-1 Service; b. causing its network elements related to Phase I E9-1-1 Service (such as the MSC and related data links and trunks) to be installed; c. operating, maintaining and provisioning its network elements; d. facilitating the development of a non -binding implementation plan which will establish target dates for actions necessary for installation and activation of Phase I E9-1-1 Service (hereinafter "Activation"); e. acquiring necessary software and equipment; f. helping to form routing• decisions; g. making good faith calculations of the number of its Subscribers on a regular basis; h. billing the BESP for the Monthly Recurring Costs, as such Costs are defined in Article II hereof, pursuant to the Plan; i. entering into necessary interconnection agreements for interconnecting the MSC to Selective Router/E9-1-1 Tandems and for interconnecting the SCP to the ALI Database; j . supervising and maintaining this Agreement (including its Attachments) and any amendments hereto; and, k. working with Vendor to establish internal performance measures, including, but not limited to, metrics for call volumes, call set-up times, error resolutions, and other critical measurements. All Selective Router/E9-1-1 Tandem and ALI Database functions; and BESP trunking, lie outside of the responsibility of Carrier. In the event that any information to be provided by Carrier under the terms of this Agreement shall be in the possession of a third party, Carrier shall be responsible for ensuring that such third party fully discloses and provides such information to PSAP Entity in a timely manner. 2. Responsibilities of PSAP Entity. It shall be PSAP Entity's responsibility to cooperate fully and work in good faith with Carrier and, where necessary as determined by Carrier, with third parties for the successful implementation and provision of Phase I E9-1-1 Service. These responsibilities shall include the following: a. validating PSAP Jurisdiction Area map boundaries, helping to form call routing criteria, forming and implementing data management processes and notifying Vendor and Carrier of needed PSAP Jurisdiction Area changes in a timely manner; b. designating one "PSAP Entity Daily Contact" for general matters and a "PSAP Emergency Contact" at each PSAP to serve as a single point of contact available to Carrier and Vendor on a 24x7x365 basis; c. cooperating in the development of a non -binding implementation plan which will establish target dates for actions necessary for installation and Activation of Phase I E9-1-1 Service; 2 1%,ranoe d. providing and verifying needed data about each PSAP's existing infrastructure and any other information necessary for successful installation, maintenance and provision of Phase I E9-1-1 Service; e. identifying appropriate ESN Routing Codes; f. informing third party vendors, such as Computer Aided Dispatch (CAD) providers, of data to be delivered with 9-1-1 Calls for coordination with PSAP premise -based systems; g. paying the monthly bills tendered by the BESP for combined wireline and wireless 9-1-1 services, which bills shall include the PSAP Entity's share of the recoverable costs incurred by Carrier in the provision of Phase I E9-1-1 Service, as provided for in the Plan and participating in Carrier efforts to obtain any related regulatory approvals; h. coordinating any necessary trunk augmentation between the BESP, the Carrier and the PSAP Entity; i. ensuring that all PSAP premises equipment (1) has adequate capacity to handle incoming circuits in accordance with industry standards, and (2) receives data in a format acceptable to PSAP Entity; j. informing Carrier of any PSAP system changes that may affect Phase I E9-1-1 Service; k. cooperating to ensure that necessary changes, modifications and/or updates are made with respect to the ALI Database for successful receipt of ALI Host Records; 1. training 9-1-1 Operators to understand the data that they will receive about 9-1-1 Calls in connection with Phase I E9-1-1 Service; m. supporting all testing/verification activities to be undertaken by Carrier in relation to this Agreement, including, but not limited to, cooperating with all testing/verification activities that require 9-1-1 Operator feedback on call delivery and ALI display verification, participating in any testing/verification activities that require PSAPs to call back the tester's Wireless Handset (for both roamers and in -market calls), providing an acceptable number of testing/verification time slots for completion of all Carrier testing/verification activities, and assisting Carrier to secure cooperation from neighboring public safety answering points for any necessary testing/verification or emergency purposes; n. cooperating in the creation of a trouble reporting mechanism and associated trouble resolution process; o. In the event that any information to be provided by PSAP Entity under the terms of this Agreement shall be in the possession of a third party, PSAP Entity shall be responsible for ensuring that such third party fully discloses and provides such information to Carrier or Vendor in a timely manner. Further, PSAP Entity, and not Carrier, shall be solely responsible for any and all aspects of the emergency service PSAP Entity regularly provides, including, but not limited to, properly answering and responding to any and all 9-1-1 Calls made by Wireless End Users. A.Activation and Implementation of Service. The FCC Order requires Carrier to provide Phase I E9-1-1 service in accordance with certain deadlines. Unless the parties mutually agree in writing or the FCC provides otherwise, Carrier shall attempt to meet the FCC Order's deadlines by making a good faith effort to achieve timely Activation of Phase I E9-1-1 Service for live use with Carrier Subscribers in the Carrier E9-1-1 Service Area in accordance with a jointly decided activation plan. The Carrier and the PSAP Entity agree to implement and accept E9-1-1 service in accordance with the Service Implementation Plan described in Exhibit C. B.Timing. Because the failure of third parties to perform necessary acts may result in untimely performance by the PSAP Entity and/or Carrier, any timeline or schedule that may be created for Phase I E9-1-1 Service installation and implementation shall only serve as a guideline which both Parties shall work in good faith to meet. Failure to perform according to such a timeline or schedule shall not be considered a breach or default under this Agreement. 3 ron \"WI/ ARTICLE II COSTS AND REIMBURSEMENT PSAP Entity acknowledges that Carrier will incur costs in installing, testing, providing and maintaining Phase I E9-1-1 Service to PSAP Entity and, as mandated by the FCC Order, hereby agrees to fully reimburse Carrier for all such costs incurred by Carrier in accordance with the provisions of this Article II. If applicable state legislation is subsequently enacted that requires a different method for reimbursem,nt of costs other than that described in Article II hereof, Carrier will adjust its practices as appropriate. PSAP Entity represents and warrants that a mechanism necessary for PSAP Entity to reimburse Carrier -as provided in this Article II is already in place and complies with all federal, state and local laws. A. Fees. 1. Monthly Recurring Fee. PSAP Entity agrees that the Monthly Recurring Fee as calculated pursuant to this Section shall be added to the Basic Emergency Services Provider's ("BESP's") monthly billing statement to PSAP Entity. The Monthly Recurring Fee will be incorporated into the statewide average pursuant to C. R. S. § 29-11-104. The Monthly Recurring Fee for each PSAP will be an amount equal to (1)the Monthly Recurring Cost Per Carrier Subscriber times the number of Carrier Subscribers, as calculated in good faith by Carrier, that exist in that PSAP's jurisdiction Area. Initially, the number of Carrier Subscribers used to calculate the Monthly Recurring Fee for a PSAP will be the number of Carrier Subscribers that exist, as calculated in good faith by Carrier, in'that PSAP's Jurisdiction Area as of the Activation Date. The number of Carrier Subscribers upon which the monthly Recurring Fee is based may be adjusted in good faith by Carrier on a monthly basis to reflect Carrier Subscriber growth or shrinkage. 2. Non -Recurring Fee. PSAP Entity agrees that the Carrier shall be entitled a Non -recurring Fee for activation, start-up, and engineering costs. The Non -recurring Fee shall be equal to $ .50 (fifty cents) per Carrier Subsriber as of the Activation Date. The Carrier shall submit the Non -recurring fee to the BESP and the BESP will add the Non -recurring Fee to the monthly billing statement to the PSAP Entity. B. Identification of Costs. 1. Monthly Recurring Costs (MRCs). PSAP .Entity acknowledges that Carrier will incur various on -going costs related to the provision of Phase I E9-1-1 Service including, but not limited to, costs associated with: initial development, deployment and start-up; those services provided by Vendor to Carrier; updating information in the various databases; modifications to new or existing Cell Sites, and processing such Cell Site information; adding information related to new Carrier Subscribers; adding any new PSAP routing information; monitoring and implementing Phase I E9-1-1 Service; and other anticipated costs that may arise (collectively, the "Monthly Recurring Costs" or "MRCs"). PSAP Entity accepts and agrees that the Monthly Recurring Cost per Carrier Subscriber ( the "Monthly Recurring Cost per Carrier Subscriber") shall be $ 0.20 (Twenty Cents). PSAP Entity further agrees that the Monthly Recurring Cost per Carrier Subscriber may be adjusted in the sole discretion of Carrier on an annual basis to reflect new Carrier cost estimates (including, but not limited to , adjustments based on increases in customer base, changes in prices of relevant goods and services or nay other unforeseen circumstances). However, Carrier shall have the right to adjust Monthly Recurring Cost per Carrier Subscriber more frequently to recover additional costs incurred due to an unforeseen disasters but only if such costs are not covered by then -existing insurance policies. Carrier shall give PSAP Entity thirty (30) days written notice before any change to the Monthly Recurring Costs per Subscriber is made. If PSAP Entity does not dispute the change in writing within thirty (30) days of receiving such notice, PSAP Entity will be considered to have approved the change, and this Agreement will be deemed amended as reflected in the written notice. If PSAP Entity disputes any portion of the proposed change as provided in the n previous sentence, the Parties agree that they will work together in good faith to resolve the dispute. If agreement cannot be reached, the Parties will proceed under the dispute resolution provisions of this Agreement. ' 2. PSAP Entity and Third Party Costs. Additional costs and charges may arise in connects in with the provisioning of Phase I E9-1-1 Service to PSAP Entity for services rendered or actions undertaken by either PSAP Entity or third parties, including, but not limited to , costs associated with upgrades to PSAP premises equipment, hardware and software, and costs and charges of the 9-1-1 Provider/LEC and the Host ALI Provider relating to circuitry, the ALI Database, equipment maintenance and various software and hardware upgrades. Except as may be otherwise agreed to by the Parties in writing, Carrier shall not be obligated to pay any such PSAP Entity costs and/or third -party costs and charges incurred by the PSAP Entity. A. Payment. 1. Payment of Monthly Recurring Fee and the Non -recurring Fee. On the fifteenth (151') of the month after the first full month following the Activation Date for a Phase I E911 Service Area, Carrier shall begin sending monthly invoices to BESP for the amount of the Monthly Recurring Fee ' due to Carrier for that Phase I E911 Service Area. The first monthly invoice sent by the Carrier shall also include the Non -recurring Fee. PSAP Entity shall make payments to BESP as required by agreement between PSAP Entity and BESP and any applicable state laws and regulations. 2. Initial Billing. If the Activation Date for a Phase I E911 Service Area falls on or before the 15t' day on the month, then PSAP Entity will be charged the applicable full Monthly Recurring Fee for that month. If the Activation Date for a Phase I falls on the W through the 311 of the month, the PSAP Entity will not be charged for that partial month. 3. Disputes. If any dispute arises over an adjustment to the Monthly Recurring Costs per Subscriber, an adjustment to the number of Carrier Subscribers, or with respect to any other payment dispute, the Parties shall follow the dispute resolution procedures described in Article VIII hereof. PSAP Entity agrees to pay the Monthly Recurring Fee as required under this Article H throughout the period of any dispute. Failure to pay such amount shall be a material breach of this Agreement. ARTICLE III TERM AND TERMINATION A. Term. The initial term of this Agreement shall commence on the Effective Date hereof and continue for a period of three (3) years, unless earlier terminated as provided in Section B hereof or elsewhere in the Agreement. Thereafter, this Agreement sball automatically renew for up to four (4) successive terms of one (1) year each, unless and until either Party gives the other Party sixty (60) days advance written notice of termination prior to the conclusion of the then -current term, or unless earlier terminated as provided in Section B hereof or elsewhere in the Agreement. A. Termination and Modification. In addition to any rights of the Parties to terminate and/or 'modify this Agreement found elsewhere in this Agreement, including, but not limited to, the Parties' right to terminate this Agreement under Section A hereof, the Parties may terminate and/or modify this Agreement before the end of the then -current term under the following circumstances: 1. Carriej may terminate this Agreement: Upon sixty (60) days written notice by Carrier to PSAP Entity, if PSAP Entity fails to pay any amount due and owing to BESP in accordance with the terms and conditions of this Agreement, and that breach remains uncured by PSAP Entity for thirty (30) days after receipt of written notice of the breach. 2. Carrier may modify this Agreement: a. Upon sixty (60) days written notice to PSAP Entity, if there is a change in law, rule or regulation where, as a result of such change, the obligations of or the restrictions upon Carrier in providing Phase I E9-1-1 Service are significantly reduced, eliminated or changed. Modification(s) made pursuant to this subsection shall be limited to those necessary to make this Agreement consistent with the reduced, eliminated or changed obligations of Carrier resulting from the change in law, rule or regulation; or b. Upon sixty (60) days written notice to PSAP Entity, if Carrier should sell or otherwise dispose of all or a part of its interest in Carrier or its related Carrier wireless systems, or if Carrier purchases a new Affiliate or related Carver wireless system that will assist in Carrier's provision of Service in the PSAP Jurisdiction Areas. Upon such an event, this Agreement may be modified only as appropriate to reflect such purchase, sale, or disposition. This shall include the removal or addition of the relevant Affiliate from or to this Agreement as appropriate, at which time such removed Affiliate shall cease to be a Party to this Agreement, or such added Affiliate shall become a Party to this Agreement.. 3. Either Carrier or PSAP Entity may terminate this Agreement: , a. Upon a material breach of this Agreement by the other Party, other than a breach covered by any other termination provision contained in this Agreement, which breach remains uncured for sixty (60) days after written notice of the breach by the non -breaching Party; or b. Immediately upon the filing of a petition of bankruptcy (either voluntary or involuntary) with respect to the other Party, or upon the filing of a petition for assignment for the benefit of creditors or appointment of a receiver by the other Party, or upon the admission in writing by the other Party of its inability to pay its debts when they become due; or C. Immediately upon the revocation of the Carrier's license by the Federal Communications Commission. 0 ARTICLE IV CONFIDENTIALITY A. Scope. For purposes of this Agreement, "Confidential Information" of a Party disclosing information (the "Discloser") means any and all information, including without limitation, all oral, written, graphical, and electronic information disclosers to the party receiving the information (the "Recipient") that is (a) lai- eled as `proprietary" or "confidential", or evidences a similar legend denoting confidentiality if the disclosed information is written, recorded, graphical or otherwise in a tangible form; or (b) is identified as proprietary or confidential at the time of its disclosure and subsequently confirmed in writing within thirty (30) days of such disclosure if the information is disclosed orally, with all protections and restrictions as to use and disclosure in effect during such thirty (30) day period; or (c) of a type that the Recipient knows or should know is of a sensitive, proprietary, or confidential nature and that but for the inadvertence of the Discloser would more likely than not have been labeled or identified as provided above. B. Limitation. The term "Confidential Information" shall not be deemed proprietary and the Recipient shall have no obligation with respect to any information which: (a) is or becomes publicly known through no wrongful act, fault or negligence of the Recipient; or (b) was known by the Recipient or by any other affiliate or subsidiary of the Recipient prior to disclosure, or is at any time developed by the Recipient independently of any such disclosure; or (c) was disclosed to the Recipient by a third party who was free of obligations of confidentiality to the Discloser; or (d) is approved for release by written authorization of the Discloser; or (e) is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of the law; or (f) is fiunished to a third party by the Discloser without similar restriction on the third parry's rights. The Parties recognize that the mere marking of a document as "Confidential" or "Proprietary" does not render it conclusively confidential under the Colorado Open Records Act. Therefore, in the event that the PSAP Entity is served with an Open Records Request or subpoena from any third party requesting all or part of any confidential or proprietary information as defined herein, it shall be the sole responsibility of the Carrier, upon receipt of timely notice of such Request or subpoena given by the PSAP Entity, to take whatever steps Carrier shall deem appropriate in order to protect such confidential or proprietary information from disclosure, and that by providing timely notice to the Carrier, PSAP Entity will have fully performed its duties and obligations under this Article and that the Carrier waives any and all claims against the PSAP Entity arising from its good faith compliance with such Open Records Request or subpoena. [�iTTT Each parry agrees to use the Confidential Information received from the other party only for the purpose of this Agreement. No other rights, and particularly licenses, trademarks, inventions, copyrights, patents, or any other intellectual property rights, are implied or granted under this Agreement or by the conveying of Confidential Information between parties. D. Reproduction. Confidential Information supplied is not to be reproduced in ,any form except as required to accomplish the intent of this Agreement, or as may otherwise be required by law. E. Duty of Care. All Confidential Information must be retained by the Recipient in a secure place with access limited to only such of the Recipient's employees (or agent who have a non -disclosure obligation at least as restrictive as this Agreement) who need to know such information for purposes of this Agreement and to such third parties as the Discloser has consented to by prior written approval. In addition, the Recipient must provide the same care to avoid disclosure or unauthorized use of the Confidential Information as it provides to protect its own'similar confidential or proprietary information. F. Ownership. All Confidential Information, unless otherwise specified in writing, (a) remains the property of the Discloser, and (b) must be used by the Recipient only for the purpose intended. Upon termination of this Agreement, all copies of written, recorded, graphical or tangible Confidential Information must either be returned to the Discloser, or destroyed (i) after the Recipient's need for it has expired or (ii) upon the request of the Discloser. At the request of the Discloser, the Recipient will furnish a certificate of an officer of the Recipient certifying that any Confidential Information not returned to Discloser has been destroyed. ARTICLE V LEVIITATION OF WARRANTIES AND LIABILITY - A. Limitation of Warranties. 1. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES AGREE THAT NO PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE FOR ANY SERVICE OR GOOD PROVIDED UNDER THIS AGREEMENT. 2. CARRIER IS A PROVIDER OF SERVICES UNDER THIS AGREEMENT AND NOT "GOODS" AS DEFINED IN THE UNIFORM COMMERCIAL CODE. 3. AS A RESULT OF VARIOUS PROBLEMS OR FAILURES THAT MAY OCCUR, SOME 9-1-1 CALLS AND/OR RELATED DATA INFORMATION MIGHT BE MISROUTED, INAPPROPRIATELY BLOCKED, OR OTHERWISE NOT DELIVERED TO THE CORRECT PSAPS, OR MAY CONTAIN INCORRECT INFORMATION. THEREFORE, CARRIER MAKES NO GENERAL OR SPECIFIC WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR RELIABILITY OF THE PHASE I E9-1-1 SERVICE IT WILL PROVIDE. B. No Assumption of Liability. IN ADDITION TO THE LIMITATIONS OF LIABILITY DESCRIBED ELSEWHERE IN THIS AGREEMENT, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED -IN THIS AGREEMENT, NEITHER CARRIER NOR VENDOR ASSUMES ANY LIABILITY FOR ANY ACT OR OMISSION OF THE OTHER, OR OF PSAP ENTITY, .BY VIRTUE OF ENTERING INTO THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PSAP ENTITY ASSUMES NO LIABILITY FOR ANY ACT OR OMISSION OF CARRIER OR VENDOR SOLELY BY VIRTUE OF ENTERING INTO THIS AGREEMENT. C. Limitation of Liability. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS ON LIABILITY CONTAINED IN C.R.S. 29- 11-105 APPLY TO ANY AND ALL ACTS OR OMISSIONS ARISING FROM OR RELATING TO THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT. D. Force Maljeure and Delay by Third Parties. Neither Party shall be liable for failure to perform pursuant to this Agreement if such performance is precluded by acts or events beyond the Parry's reasonable control, including, but not limited to: a third parry's delay in providing necessary approvals, information, materials or services; labor difficulties; strikes or embargoes; governmental mandates; equipment failure or inability or delay in securing essential equipment; civil commotion; wars; power failures; fires; floods; water; earthquakes; volcanic activity; explosions and any other acts of God. In addition, a Party shall be excused from performance if such performance is prevented by failures, inaction, lack of cooperation or other delays caused by third parties whose performance is necessary to Carrier's provision of Phase I E9-1-1 Service unless such delay or failure to perform is also the result of the willful and reckless misconduct of Carrier. E. No Consequential Damages. Each Party agrees that the other Party shall in no event be liable for, and each Party expressly waives its right to claim, any direct, special, collateral, exemplary, incidental or consequential damages (including, but not limited to, lost profits) directly or indirectly arising out of or in connection with performance or nonperformance of the services to be provided under this Agreement. �' F. Colorado Government Immunity Act. Nothing contained in this Article shall alter or modify the position or status of PSAP Entity under the Colorado Government Immunity Act as per C.R.S. 24-10-101 et seq. ARTICLE VI INSURANCE Carrier and PSAP Entity shall each maintain general liability insurance, in the form of an insurance policy or policies, a self insurance program or some other reliable and comparable system for insuring against general liability claims. The Parties acknowledge that the Colorado Governmental Immunity Law (§24-10-101 et seq.) limits the following: (1) the liability of PSAP Entity; and (2) the amounts of liability awards under state law against governmental entities. ARTICLE VII INDEN WIFICATION A. Limited Indemnity of PSAP Entity for Litigation Expenses Carrier agrees to indemnify and hold harmless PSAP Entity, its respective former, current and future officers, directors, agents, employees, successors and assigns, from and against litigation costs, fees or expenses (including reasonable attorney's fees) (collectively, "Litigation Expenses") arising from or in connection with any third party action or proceeding made or brought against a Party or both Parties, arising from or in connection with intentionally caused damage or injury, or gross negligence related in any way to the subject matter of, this Agreement or to the Phase I E9-1-1 Service, and, with respect to which, a court or other entity having jurisdiction over the action or proceeding has entered a judgment for damages against Carrier. Said Litigation Expenses shall include, but not be limited to, those arising from or in connection with physical or other harm incurred by any third party, including, but not limited to, Carrier Subscribers; provided, however, that the obligations of Carrier to indemnify and hold harmless PSAP Entity shall apply only if the court or other entity having jurisdiction over the action or proceeding has not also entered a judgment for damages against PSAP Entity (with respect to the third party) in the same action or proceeding; and provided, further, that the extent of Carrier's responsibility to indemnify PSAP Entity under this provision shall be limited to such responsibility as PSAP Entity could lawfully incur for indemnification of Carrier pursuant to Colorado law under similar circumstances. B. Limited Indemnity of Carrier for Litigation Expenses. To the fullest extent allowable under state law, PSAP Entity agrees to indemnify and hold harmless Carrier and its affiliates, and their respective former, current and future officers, directors, agents, employees, successors and assigns, from and against litigation costs, fees or expenses (including reasonable attorney's fees) (collectively, "Litigation Expenses") arising from or in connection with any third party action or proceeding made or brought against a Party or both Parties, arising from or in connection with intentionally caused damage or injury, or gross negligence related in any way to the subject matter of, this Agreement, to the Phase I E9-1-1 Service or to a failure of PSAP Entity to properly provide emergency 9-1-1 call answering and response services, and, with respect to which, a court or other entity having jurisdiction over the action or proceeding has entered a judgment for damages against PSAP Entity. Said Litigation Expenses shall include, but not be limited to, those arising from or in connection with physical or other harm incurred by any third party, including, but not limited to, Carrier Subscribers; provided, however, that the obligations of PSAP Entity to indemnify and hold harmless Carrier shall apply only if the court or other entity having jurisdiction over the action or proceeding has not also entered a judgment for damages against Carrier (with respect to the third party) in the same action or proceeding. C. Indemnity for Activation •F..-ior to Completion of Verification Procedures or Problem Rcsoluti sn. PSAP Entity agrees to fully indemnify, defend, and hold harmless Carrier and its former, current and future officers, directors, agents, employees, successors and assigns from and against any claims, actions or proceedings arising from or in connection with Carrier's- Activation of Phase I E9-1-1 Service in any Carrier E9-1-1 Service Area prior to Carrier's successful completion of the Verification Procedures established by Carrier for the Carrier E9-1-1 Service Area (and/or a related Carrier E9-1-1 Service Area) or successful resolution of any activation problem raised by the Carrier for z Lv■s'� Ord the Carrier E9-1-1 Service Area. This indemnification shall be deemed waived by Carrier if PSAP Entity agrees to delay Activation for the Carrier E9-1-1 Service Area until a mutually agreeable date which will allow Carrier to (a) complete the Verification Procedures, if applicable, and (b) work with PSAP Entity to resolve any activation problems raised by the Carrier. D. Notice of Claim to Indemnifying Party under Sections VII.A and VII.B. Within ten (10) business c ays after a Parry is notified of any action or proceeding pursuant to w! . ich that Party may wish to seek indemnification under Sections VII.A or VII.B hereof, the Party receiving such notice shall notify the other Party in writing of such action and proceeding and supply the other Party with copies of such notification and its accompanying materials and documents. A failure by a Party seeking indemnification to notify the other Party of the action or proceeding within ten (10) business days shall not relieve the Party from whom indemnification is sought of its obligation, unless said failure has materially prejudiced that Party with respect to that action or proceeding. E. Notice of Claim to Indemnifying Party under Section VII.C. With respect to claims made under Section VII.0 hereof, within ten (10) days after being notified of any claim, action or proceeding to which these indemnification obligations may apply, Carrier shall notify in writing PSAP Entity, and shall give reasonable opportunity to PSAP Entity to defend the claim, action or proceeding at its own expense and with counsel of its own selection; provided, however, that Carrier shall at all times have the right to participate fully (at its own expense) in the defense of and to approve any settlement of the claim, action or proceeding; and further provided that a failure Carrier to give prompt notice of a claim, action or proceeding shall not relieve PSAP Entity of its obligation unless said failure materially prejudices PSAP Entity's ability to defend the claim, action or proceeding. If PSAP Entity fails, within thirty (30) days after notice, to accept defense of the claim, action or proceeding, Carrier shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim, action or proceeding on behalf, for the account, and at the risk of PSAP Entity. If the claim, action or proceedings cannot by its nature be defended solely by one Party, the other Party shall make available all information and assistance that may reasonably be requested, regardless of any obligations to indemnify hereunder. ARTICLE VIII DISPUTE RESOLUTION; GOVERNING LAW A. Governing Law. This Agreement is governed and construed under the laws of the State of Colorado. B. Dispute Resolution. Any claim, controversy or dispute between the Parties, their agents, employees, officers, directors or affiliated agents ("Dispute") that cannot be settled through negotiation, shall be resolved by arbitration conducted in accordance with the following requirements: (1) arbitration shall be conducted by a single arbitrator engaged in the practice of law, under the then current rules of the American Arbitration Association ("AAA"); (2) the Federal Arbitration Act 9 U.S.C. Secs. 1-16, not state law, shall govern the arbitrability of all Disputes; (3) the arbitrator shall not have authority to award punitive damages; (4) all expedited procedures prescribed by the AAA rules shall apply; (5) the arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof; and 10 L41� (6) each Party shall bear its own costs and attorneys' fees, and shall share equally in the fees and expenses of the arbitrator. Nothing in this Section shall be construed to waive or limit either Parry's right to seek relief from the Federal Communications Commission as provided by law. No Dispute, regardless of the form of action, arising out of this Agreement, r::ay be brought by either Party more than two (2) y -ars after the cause of action accrues. , ARTICLE EX MISCELLANEOUS PROVISIONS A. Compliance with Law. The Parties shall at all times comply in all material respects with all laws, rules, and regulations applicable to the performance of this Agreement. B. Agency. Neither Party is authorized to act as an agent for, or legal representative of, the other Party, nor has authority to assume or create any obligation on behalf of, in the name of, or that shall be binding upon, the other Party. C. Notifications. Notices and requests required by and given in connection with this Agreement shall be in writing and deemed given as of the day they are received by (a) hand delivery, (b) overnight delivery service, (c) in the United States mails, postage prepaid, certified and return receipt requested, or (d) confirmed facsimile (confirmed with a copy sent by overnight delivery or by mail), and addressed as follows: To Carrier: Sprint Spectrum L.P. 4900 Main To Vendor: To PSAP Entity: Eagle County Emergency Telephone Service Authority % Eagle County Attorney, P. 0. Box 850, Eagle, CO 81631 or to such other address as the Party to receive the notice or request designates by written notice to the other Parties. Where PSAP Entity is required to give notice, PSAP Entity shall notify both Carrier and Vendor. D. Assignment. The Parties to this Agreement may not assign any of their rights nor delegate any of their obligations under this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld), except that Carrier may assign its rights or delegate its duties under this Agreement to its parent company or subsidiaries, if any, or to any of its Affiliates, to the surviving entity in a merger or consolidation, or to a purchaser of substantially all of the assets of the business to which this Agreement relates without PSAP Entity's written consent. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns. 11 E. Entire Agreement; Amendment. This Agreement, together with all Attachments, shall constitute the entire agreement between the Parties and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, between the Parties with respect to the installation and provision of Phase I E9-1-1 Service. Except as otherwise provided herein, this Agreement may not be modified or amended other than by a written instrument executed by both Parties. F. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, for any reason, then, to the full extent permitted by law, (a) all other provisions hereof will remain in full force and effect in such jurisdiction and will be liberally construed in order to carry out the intent of the Parties as nearly as may be possible, (b) such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover will have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law. G. No Third Party Beneficiaries. The provisions of this Agreement are for the benefit of the Parties and not for any other person, including, but not limited to, Carrier Subscribers. Nothing express or implied in this Agreement shall provide any person not a Party hereto with any remedy, claim, liability, reimbursement, claim of action, or other right in excess of those existing without reference hereto, except that the Vendor is recognized as an intended third parry beneficiary of the Carrier's agreements and obligations pursuant to this Agreement. H. Waiver. Failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or the right to enforce it or any other provision. No waiver, either express or implied, by any Party with regard to any breach of any term, condition or obligation of this Agreement shall be construed as a waiver of any subsequent breach of that or any other term, condition or obligation of this Agreement. I. Survival. Any liabilities or obligations of a Party for acts or omissions prior to the cancellation or termination of this Agreement, any obligation of a Party under the provisions regarding indemnification, Confidential Information, limitations on liability, and any other provisions of this Agreement which, by their terms, are contemplated to survive (or to be performed after) termination of this Agreement, shall survive cancellation or termination thereof. J. Joint Work Product. This Agreement is the joint work product of the Parties and has been negotiated by the Parties and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against either Party. K. Intellectual Property/No License of Name. Any intellectual property which originates from or is developed or owned by a Parry shall remain in the exclusive ownership of that Party. Unless the Parties otherwise agree in writing, no license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property presently or hereafter owned, controlled or licensable by a Party, is granted to the other Parry or shall be implied or arise by estoppel. This Agreement shall also not constitute a license to the other Parry's trade or common name. Neither Party shall have the right to use the other Parry's trade or common name or trademarks (including, but not limited to, any logos) in any way whatsoever without the prior written consent of the other Party. L. Counterparts. This Agreement and any related documents and any amendments hereto or thereto may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. The Parties hereto agree to accept facsimile signatures to evidence the execution of this Agreement and/or the related agreements, provided that original signatures be sent immediately by the executing Party to the other Parties by overnight courier or hand delivery. 12 ARTICLE X ATTACHMENTS The Exhibits attached hereto and hereby incorporated into this Agreement are: Exhibit A: Definitions Exhibit B: PSAP Information; List of PSAPs included in PSAP Entity Exhibit C: Service Implementation Plan C.1: Call Flow Description C.2: Call Routing Decisions and Responsibilities C.3: Acceptance Verification Procedures and Standards Exhibit D: Customer/Carrier/Vendor Contact Information This Agreement is executed and effective as of the date first written above. Sprint Spectrum L.P. (Carrier) By: _ Name: Title: Date: Eagle ounty ergency Telephone Service Authority (PSAP Entity) By: Title: C—,\k Y� i YL" W J ©C C— J Date: J 13 ATTACMONTS EXHIBIT A DEFINITIONS 1. 9-1-1. This three -digit number is intended as a universal emergency telephone number which enables telecommunication users to hav^ direct access to a Public Safety Answering Point. 2. 9-1-1 Call. A call made by dialing "9-1-1" on a Wireless Handset. 3. 9-1-1 Operator. The Public Safety Answering Point operator receiving the 9-1-1 call. 4. 9-1-1 Provider/Local Exchange Carrier (LEC). The current operator of the Selective Router/E9-1-1 Tandem that -provides the interface to the Public Safety Answering Point for wireline 9-1-1 service. 5. E9-1-1. Enhanced 9-1-1. 7. Activation. The act of "turning on" or activating Phase I E9-1-1 Service for live use for all or part of PSAP Jurisdiction Area. 8. Automatic Location Identification (AW Database. A computer database used to update the Call Back Number information of wireless end users and the Cell Site/Sector information. 9. Automatic Number Identification (ANI). The ten -digit call back number for a person placing a wireless 9-1-1 call. 10. Basic Emergency Service Provider (BESP). Any person authorized by the Colorado Public Utilities Commission to undertake the aggregation and transportation of 9-1-1 calls to a PSAP, and the party with whom the Carrier has entered into a voluntary agreement to participate in the Statewide -Averaged Cost -Based Rate Plan. 11. Broadband PCS. Broadband Personal Communications Service or its equivalent, as described in Part 24 of Title 47 of the rules and regulations of the FCC, subpart E, as amended from time to time. 12. Call Back Number. Mobile Directory Number (MDN) of a Wireless Handset from which a 9-1-1 call is made by a Wireless End User. This number can usually be used by the PSAP to call back the Wireless Handset user if a 9-1-1 Call is disconnected. 13. Carrier E9-1-1 Service Area. That portion of the PSAP Jurisdiction Area in which the Carrier provides wireless services and in which Carrier is also obligated to provide Phase I E9-1-1 Service in accordance with the terms and conditions of this Agreement. 14. Carrier Subscriiber(s). Wireless End User who is provided wireless service under contract or agreement with Carrier. 15. Cell Site. A radio frequency base station that receives calls made from a Wireless Handset. M. Cell Sector. An area geographically defined by the Carrier's radio frequency coverage data and consisting of a certain portion or all of the total coverage area of a Cell Site. 17. Cell Site/Sector Information. Information that indicates, to the receiver of the information, the physical location of the Cell Site location receiving a 94-1 Call made by a Wireless Handset user. 18. Cell Sector Identifier. The unique numerical designation given to a particular Cell Sector that identifies that Cell Sector. 19. Emergency Service Number (ESN) Routing Codes. A number stored by the Selective Router/E94-1 Tandem used to route a call to a particular PSAP. 14 20. FCC. The Federal Communications Commission. 21. FCC Order. The Federal Communications Commission Report and Order and Further Notice of Proposed Rulemaking in CC Docket No. 94-102, released July 26, 1996, and as amended by subsequent decisions. 22. Governing Body. The legal entity authorized to enter into this Agreement for provision of Phase I E9-1-1 Service on behalf of itself and those public Aiety answering points under its jurisdiction. 23. Host ALI Provider. The agency in charge of the ALI Database. 24. Host ALI Records. Templates from the ALI Database that identify the Cell Site/Sector location and the Call Back Number of the Wireless Handset making a 9-1-1 Call. 25. Mobile Directory Number (MDN). A 10-digit dialable directory number used to call a Wireless Handset. 26. Mobile Identification Number (MIN). A 10-digit number assigned to and stored in a Wireless Handset. 27. Mobile Switching Center (MSC). A switch that provides stored program control for wireless call processing. 28. Phase I E9-1-1 Service. Service in which the Carrier provides the answering PSAP operator with the calling party's wireless ANI or Call Back Number and Cell Site/Sector Information for 9-1-1 calls received by Carrier's wireless network.. 29. Pseudo -Routing Number (p-Routing Number). A non-dialable routing number translated from the Cell Sector Identifier that routes the 9-1-1 Call to the appropriate PSAP. This number is further used as the search -key for the corresponding Host ALI Record. Also referred to as "p-ANI" and "ESRD." 30. PSAP Entity. The Governing Body and the PSAP(s) within the jurisdiction of that Governing Body which shall be subject to the terms and conditions of this Agreement. PSAP Entity may be considered to be the PSAP administrator for the purpose of complying with the Rules. Reference to "PSAP Entity" with respect to the performance and delivery of Phase I E9-1-1 Service shall mean the PSAP(s) in those instances where the PSAP(s) are the entities primarily intended to perform the relevant obligations or receive the relevant services. 31. PSAP Jurisdiction Area. The geographic coverage area in which a PSAP Entity provides emergency 9-1-1 service, as such area is described in maps and information to be provided by PSAP Entity to the Carrier. 32. Public Safety Answering Point (PSAP). A 24-hour communications facility equipped and staffed to receive and process 9- 1-1 calls originating within a given service area. 33. Service Control Point (SCP). A centralized database system used for, among other things, wireless Phase I E9-1-1 Service applications. It specifies the routing of 9-1-1 Calls from the Cell Site to .the PSAP. This hardware device contains special software and data that includes all relevant Cell Site locations and Cell Sector Identifiers. 34. Selective Router/E9-1-1 Tandem. A switching office placed in front of a set of PSAPs that allows'the routing of 9-1-1 Calls based on the p-Routing Number assigned to the call. 35. Statewide -Averaged Cost -Based Rate Plan (the "Plan"). A voluntary plan that permits a wireless Carrier to submit invoices encompassing its total MRCs for Colorado to the BESP for inclusion with the 9-1-1 related costs of all other wireless carriers, basic local exchange carriers, and those of the BESP itself, in a statewide -averaged cost -based rate for 9-1-1 service. According to the Plan, PSAP Entity will receive a single monthly bill from the BESP for wireline and wireless 9-1-1 services. That bill will set forth the statewide -averaged rate and apply that rate to the total number of wireline and wireless access lines in the PSAP Entity Jurisdiction Area. 36. Vendor. The main vendor with whom the Carrier has entered into an agreement for the provision of a Phase I E9-1-1 Service solution, and who will provide many of the services necessary for the Carrier to successfiilly deploy Phase I E9-1-1 Service. 15 M 37. Verification Procedures. Those procedures established by Carrier which are deemed prudent and necessary in order to determine prior to Activation that the Phase I E9-1-1 Service is properly, accurately, and reliably functioning in accordance with design and performance standards established by Carrier. 38. Wireless End User. Any person using a wireless handset to complete or receive a telephone call. 39. Wireless Handset. "Ivae wireless equipment used by a wireless end user to originate wirele- s telephone calls or to receive wireless telephone calls. 16 4� EDIT B PSAP INFORMATION Town of Vail Communications Center 75 S. Frontage Road Vail, Colorado 81657 \ft� 14%� EXIHBIT C SERVICE IMPLEMENTATION PLAN 1. Implementation of Service The Parties agree to work together is good faith for the timely implementation and Activation of Phase I E9-1-1 Service in each Phase I E9-1-1 Service Area and to promptly remedy any discovered errors, failures or inaccuracies relating to the delivery of Phase I E9-1-1 Service throughout the term of this Agreement. Carrier intends to initiate certain verification procedures in an attempt to confirm that Phase I E9-1-1 Service is implemented in accordance with the terms and conditions of this Agreement and any internal standards Carrier may have or develop. PSAP Entity agrees to cooperate fully with Carrier for the successful completion of all such verification procedures undertaken by Carrier. 2. Acceptance of Service PSAP Entity hereby agrees that it fully accepts the Phase I E9-1-1 Service implemented in each Phase I E9-1-1 Service Area as of the date Activation occurs in each Phase I E9-1-1 Service Area and that the Phase I E9-1-1 Service as implemented on the Activation Date in each Phase I E9-1-1 Service Area complies with the terms and conditions of this Agreement ("Acceptance of Service"). Unless PSAP Entity notifies Carrier according to paragraph 3 below, PSAP Entity's Acceptance of Service for a Phase I E9-1-1 Service Area includes acceptance of any problems existing with the Phase I E9-1-1 Service. Unless PSAP Entity notifies Carrier according to paragraph 3 below, PSAP Entity's Acceptance of Service also recognizes that the Activation Date for a Phase I E9-1-1 Service Area may occur prior to the time that Carrier and/or Vendor have completed its verification procedures for that Phase I E9-1-1 Service Area. This may include, but is not limited to, Activation prior to completion of "Test Calling" from each Cell Sector(s) associated with that Phase I E9-1-1 Service Area. Although Carrier shall work in good faith to implement Phase I E9-1-1 Service so that it complies with the terms and conditions of this Agreement and any internal standards that Carrier may have or develop, PSAP Entity acknowledges and agrees that Carrier's inability, prior to the Activation Date of a Phase I E9-1-1 Service Area, to remedy problems disclosed in its verification procedures for that Phase I E9-1-1 Service Area, may significantly increase errors, inaccuracies and failures with the delivery of Phase 1 E9-1-1 Service in that Phase I E9-1-1 Service Area (and/or related Phase I E9-1-1 Service Areas). With respect to Carrier's inability to complete its verification procedures for all Phase I E9-1-1 Service Areas prior to Activation of those areas, PSAP Entity acknowledges that such problems may include, but are not limited to, errors, inaccuracies and failures relating to call routing, information contained in the ALI Database or other databases, technical and equipment functioning, database functioning, and mapping. As a result, PSAP Entity agrees to indemnify Carrier as described more fully in Section VH.0 hereof. 3. Delay of Acceptance and Activation If, for any reason, PSAP Entity does not wish to give its Acceptance of Service as of the date Activation is scheduled to occur for each Phase I E9-1-1 Service Area or to indemnify Carrier as described in Section VII.0 hereof, PSAP Entity shall notify Carrier in writing no later than five (5) days prior to the relevant Activation Date(s), and such notice shall include a detailed explanation for PSAP Entity's non -acceptance. Upon the delivery of such notice, the Parties shall, prior to the relevant Activation Date(s), agree in writing to delay the Activation Date for the relevant Phase I E9-1-1 Service Area(s) until a mutually agreeable date which will allow Carrier to (a) complete its verification procedures if applicable; (b) work with PSAP Entity to resolve any problems, if applicable; and (c) work with PSAP Entity to resolve any reasonable problems raised by PSAP Entity in its notice of non -acceptance, if applicable. PSAP Entity's Acceptance of Service shall be deemed received by Carrier upon Activation in the Phase I E9-1-1 Service Area on the new Activation Date. If disagreements arise with respect to interpretation of this Exhibit, which the Parties, after a good faith effort, cannot resolve, and such disagreements are delaying Activation of the Phase I E9-1-1 Service, then the Parties shall immediately proceed to the dispute resolution process described in Article X hereof. 17 \400f Exhibit C.1 Call Flow Description The purpose of Carrier's Phase I E9-1-1 Service is to provide the 9-1-1 Operator with a Call Back Number and the Cell Site/ Sector information for 9-1-1 Calls. The process starts with a 9-1-1 Call being received at a Carrier's Cell Site when a caller dials 9-1-1. The Cell Site delivers the call to its MSC ( the "switch" that controls all aspects of wireless calls). Recognizing it as a 9-1-1C:a71, the MSC sends the call to the SCP database and immediately splits the call into two distinct paths - a voice path and a data path. Voice Path: The SCP assigns an ESRD/ESRK based on the originating Cell Site or Cell Sector and the PSAP serving that area. (The ESRD/ESRK is used for routing and is not assigned to a Wireless End User.) This number is immediately delivered by the MSC for routing along with the caller's voice to the appropriate Selective Router/9-1-1 Tandem. In the Selective Router/9-1-1 Tandem, the voice call and the ESRD/ESRK are routed to the appropriate PSAP using the Emergency Service Number ("ESN") Routing Code assigned to the ESRD/ESRK during the data development process. Data Path: Concurrently, the ESRD/ESRK is also attached to the data path at the SCP. The caller's Call Back Number is passed through the SCP, along with the ESRD/ESRK to the Host ALI Provider's ALI Database. At the ALI Database, the caller's Call Back Number and the Cell Site/Sector Information are inserted into the ESRD/ESRK's Host ALI Record in preparation for the PSAP's ALI Database lookup request. When the voice call and ESRD/ESRK arrive at the PSAP, the ESRD/ESRK is used as the search key for the corresponding ALI Database record. The ALI Database system delivers the resulting data stream of the caller's Call Back Number and the Cell Site/Sector Information to the PSAP where it is displayed on the 9-1-1 Operator's computer screen. The 9-1-1 Operator will have the caller on the line with the corresponding Call Back Number and a teat description of the Cell Site/Sector Information for the Cell Site that received the 9-1-1 Call. Thus, in most cases, the voice and data portions of the call appear simultaneously. PSAP Entity acknowledges that various factors can prevent the call flow process from working exactly as described above. Any aspect of this call flow process is subject to reasonable modification by Carrier, in its discretion, as long as the Phase I E9-1-1 Service is not thereby diminished. Upon such modification, this Exhibit may be appropriately amended by Carrier. Taw Exhibit C.2 Call Routing Decisions and Responsibilities 1. Boundary establishment and verification for each PSAP that is a Party to this Agreement must be accomplished to generate routing recommendations for Phase I E9-1-1 Service. Carrier or Vendor shall contact each PSAP regarding this process and each MAP shall F omptly provide to Carrier or Vendor a written description or boundary map (or shall verify the accuracy of a boundary map provided by Vendor) of the total emergency coverage area served by that PSAP (PSAP's Jurisdiction Area," as defined in Exhibit 1 of this Agreement.) PSAP Entity represents and warrants that any such map shall provide an accurate representation of each PSAP's Jurisdiction Area. Each PSAP shall notify carrier or Vendor promptly of any inaccuracies or changes that need to be made to the map as soon as possible after PSAP becomes aware of the inaccuracy or change. PSAP Entity shall establish a working relationship with Vendor for boundary maintenance, database management and operational aspects of the Phase I E9-1-1 system. 2. Each PSAP shall promptly provide to Carrier or Vendor all other requested data and information (or verifications of data and information) and about each PSAP and its existing infrastructure relevant to the provision of Phase I E9-1-1 Service. 3. Each PSAP shall promptly communicate to Carrier any and all special criteria related to the geographic conditions within each PSAP Jurisdiction Area, including, but not limited to, special handling needed for 9-1- 1 Calls made along a certain transportation route or from major land feature, such as shopping malls near the boundaries of two cities, athletic stadiums or college campuses. Carrier may not be able to honor all special criteria requests, but will make good faith efforts to do so. 4. PSAP and Carrier shall work together to produce routing path recommendations that determine which PSAP shall receive a 9-1-1 Call (and Call Back Number and Cell Site/Sector Information) when a 9-1-1 Call is made within a particular Cell Sector (and to establish a default PSAP in the event that it is not clear from which Cell Sector a 9-1-1 Call has been made, or if trunk blockage or system problems prevent normal routing).. After these recommendations are made, the Parties shall review them and propose any desired modifications to these recommendations. Based on these proposals, Carrier shall determine the routing path for 9-1-1 Calls made from each Cell Sector ("Routing Path Decisions"). The Routing Path Decisions shall be documented in writing by Carrier or Vendor and distributed to PSAP Entity. PSAP Entity must notify Vendor within ten (10) days that it agrees 0 the Routing Path Decisions. Such notice shall include specific grounds for any objection. Upon such an objection, the Parties shall work in good faith to reach agreement with regard to the. Routing Path Decision, and until such agreement is reached, the Routing Path Decision shall be as preferred by Carrier. S. Once the Routing Path Decisions for the 9-1-1 Calls are decided, Vendor shall be responsible for coordinating the changes to be made in the Selective Router/E9-1-1 Tandem as to the ESRD/ESRK for purposes of call handling. Carrier or Vendor shall also be responsible for establishing the routing of Cell Sectors to the PSAP Jurisdiction Areas in the SCP. Vendor shall further be responsible for coordinating any required static data elements in the ALI Database. 6. Routing Path Decisions may be modified by either Carrier or PSAP Entity as necessary through a data update process maintained by Vendor. This includes changes to Routing Path Decisions made by the Parties in response to (1) changing local geographic details, (2) changes to Cell Site coverage areas, or (3) changes otherwise deemed necessary. In this respect, the data developed for routing of 9-1-1 Calls will be subject to additions, changes and deletions, similar to wireline data. 7. The Parties acknowledge that there will be times when Carrier cannot route 9-1-1 Calls according to its normal procedures due to various circumstance or problems that may occur. As a result, Carrier will develop alternate routing as described in paragraph 4 above. Carrier reserves the right to reject or alter any alternate routing requested by PSAP Entity at any time based on its own technological, liability or other business 19 1� concerns or interests. If Carrier adopts any .PSAP Entity -requested routing, PSAP Entity agrees to accept full responsibility for any third person claims or resulting liability incurred by Carrier as a result of Carrier's use of that requested routing. PSAP Entity acknowledges that Carrier may be unable to honor varying requests for alternative routing requested by different public safety answering points served by the same switch. 20 Exhibit C. 3 Acceptance Verification Procedures and Standards 1. Database Verification "Da►abaseVerification" shall mean a comparison of the data added to the S.:P and ALI database with the data that was provided by Carrier to Vendor. Vendor and Carrier will cooperate in the comparison of the Carrier's data and the data added to the SCP and the ALI database. During the comparison process, the items that will be validated are as follows: a. Cell Sector Identifier; b. Latitudinal/Longitudinal Description of the Cell Sites; C. Cell Site Address. Items found to be inconsistent will be investigated and modified as necessary. When Carrier and/or Vendor have attempted to confirm that the data in the SCP and the ALI Database match the data provided to Vendor by Carrier, the Database Verification process shall be considered complete with respect to those databases: 1. Test Calling Test calling will fall into two stages for verification. The first stage consists of verifying the links to the Selective Router/E9-1-1 Tandem and the SCP and the data that are passed along those links. The second stage consists of verifying the routing of test calls from a Cell Sector to the appropriate PSAP. This second stage will also include verification of certain data in the Host ALI Records and that the Call Back Number for the Wireless Handset making the test call is routed to the PSAP. 2. Post- Activation After activation, Carrier may perform additional verification procedures, including those that require making 9-1-1 Calls. Carrier and the PSAP(s) shall coordinate in good faith for proper completion of all such post -activation procedures. 21 1%00� EXHIBIT D CONTACT INFORMATION Carrier Dai1v Contact: Phone: FAX: Pager: E-Mail: PSAP Entity Daily Contact: CcPr--V fU M I j Phone: (/ 70 Y79- aA I I, FAX: 97b - 4 )9 - a.a►1(n Pager: —T — T O E-Mail•, �� - (A L. BESP Billing Contact: Phone: FAX: Pager: E-Mail: Vendor Daily Contact: SCC Wireless Operations Deparm=t: Phone: (303)-527-5400 FAX: (303)581-0900 Vendor Emergency Contact: Data Service Center: _ Phone: (303) 581-5782 SCC National 9-1-1 ProviderlLEC Contact: Patty Jo Ryan (US West) Phone: (719) 636-6454 or (303)965-0265 FAX: (719) 636-6105 Host ALI Provider Contact: Patty Jo Ryan (US West) Phone: (719) 636-6454 or (303) 965-0265 FAX: (719) 636-6100 PSAP Emergency Contact:, A listing of contact (twenty-four hours per day, seven days per week, 365 days per year) information is required for each PSAP - use extra sheets if necessary. 22 ,*W - Orieipals to: I. Contract Book Z: 3. 4. _ copies to• 1. Accounting 2. 3. 4.