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HomeMy WebLinkAboutC99-156 ATT WirelessC.qq-t6-6-otf PHASE I E9-1-1 SERVICE AGREEMENT This Phase I E9-1-1 Service Agreement, including all attachments appended hereto ("Agreement"), is entered into as of t 1999 (the "Effective Date"), by and between Eagle County Emergency Telephone Service Authority, a Govermng Body, acting on behalf of itself and the PSAPs within its jurisdiction that are listed in Exhibit A (hereinafter referred to collectively as the "PSAP Entity"), and AT&: Wireless Services of Colorado, Inc., a Colorado Corporation ("AWS"). REMALS A. Pursuant to the E94-1 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 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 AWS do not apply unless three threshold requirements are met: (1) AWS receives a valid request for Phase I E94-1 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 AWS's costs relating to the provision of such service is in place. C. PSAP Entity has (1) formally requested in writing Phase I E94-1 services from AWS; (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 AWS's costs relating to the provision of such service is in place. D. PSAP Entity acknowledges that AWS has entered into an agreement with a vendor, SCC Communications, Inc. (die "Vendor"), for the provision of a Phase I E94-1 service solution. This Vendor will assist AWS and provide many of the services necessary for AWS to successfully deploy Phase I E94-1 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 E94-1 service. In consideration of the mutual promises and covenants stated herein, the PSAP Entity and AWS agree as follows DEFINITIONS 1. 9-1-1. This three -digit number is intended as a universal emergency telephone number which enables telecommunication users to have 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. 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. 6. Affiliate. With respect to a Party, any individual or entity that directly or indirectly controls, is controlled by or is under common control with that Parry. 7. Automatic Location Identification (ALI) Database. A computer database used to update the Call Back Number information of wireless end users and the Cell Site/Sector information. 8. Automatic Number Identification (ANI). An E9-1-1 feature that permits the display at the PSAP of the ten -digit number which corresponds to the MDN and call back number for a person placing a wireless 9-1-1 call. `ft�_ 9. 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 AWS has entered into a voluntary agreement to participate in the Statewide -Averaged Cost -Based Rate Plan. 10. 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. 11. Call Back Number. The 10-digit number used by the PSAP to call back the Wireless Handset user if a 9-1-1 Call is disconnected. 12. AWS E94-1 Service Area. That portion of the PSAP Jurisdiction Area in which AWS provides wireless services and in which AWS is also obligated to provide Phase I E94-1 Service in accordance with the terms and conditions of this Agreement. 13. AWS Subscriber(s). Wireless End User who is provided wireless service under contract or agreement with AWS. 14. Cell Site. A radio frequency base station that receives calls made from a Wireless Handset. 15. Cell Sector. An area geographically defined by AWS's radio frequency coverage data and consisting of a certain portion or all of the total coverage area of a Cell Site. 16. Cell Site/Sector Information. Information that indicates, to the receiver of the information, the physical location of the Cell Site location receiving a 9-1-1 Call made by a Wireless Handset user. 17. Cell Sector Identifier. The unique numerical designation given to a particular Cell Sector that identifies that Cell Sector. 18. E9-1-1. Enhanced 9-1-1. 19. Emergency Service Number (ESN) Routing Codes. A number stored by the Selective Router/E9-1-1 Tandem used to route a call to a particular PSAP. 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 safety 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 non-dialable 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 AWS provides the answering PSAP operator with the calling parry's wireless ANI or Call Back Number and Cell Site/Sector Information for 9-1-1 calls received by AWS's wireless network. 2 29. Pseudo -Routine 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 known 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 AWS. 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 monthly recurring costs, as well as its non -recurring costs, for providing Phase I E9-1-1 Service in 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 tariff 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 Jurisdiction Area. 36. Vendor. The main vendor with whom AWS 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 AWS to successfully deploy Phase I E9-1-1 Service. 37. Verification Procedures. Those procedures established by AWS 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 AWS. 38. Wireless End User. Any person using a wireless handset to complete or receive a telephone call. 39. Wireless Handset. The wireless equipment used by a wireless end user to originate wireless telephone calls or to receive wireless telephone calls. ARTICLE I PHASE I E9-1-1 SERVICE According to the terms and conditions of this Article I, AWS agrees to act in good faith to implement and provide Phase 1 E9-1-1 Service to PSAP Entity within those portions of the PSAP Jurisdiction Area in which AWS provides Service (hereinafter "AWS E9- 1 -1 Service Area"), and PSAP Entity agrees to cooperate fully and work in good faith with AWS, the Vendor and, where necessary as determined by AWS, other 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. 3 M A. Responsibilities of the Parties. 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 AWS. It shall be AWS'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 implement and provide Phase I E9-1-1 Service to PSAP Entity within the AWS 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 the Service Implementation Plan (Exhibit B) which will at a minimum 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 AWS 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 interconnection agreements if necessary for interconnecting the MSC to Selective Router/E9-1-1 Tandems and for interconnecting the SCP to the ALI Database; (j) establish Verification Procedures to be utilized in the testing process leading to Activation; (k) supervising and maintaining this Agreement (including its Attachments) and any amendments hereto; and (1) 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. (m) designating one daily contact for general matters and, in addition, making available a single point of contact available to PSAP Entity on a 24x7x365 basis; (n) Designating the Vendor and informing PSAP Entity of the designated Vendor with whom PSAP Entity is expected to work. If AWS wishes to designate a different Vendor at any time, the designation shall not become effective until PSAP Entity has received notice of the change in Vendor designation. All Selective Router/E9-1-1 Tandem and ALI Database functions, and BESP trunking, lie outside of the responsibility of AWS. In the event that any information to be provided by AWS under the terms of this Agreement shall be in the possession of a third party which operates at the direction of or in cooperation with AWS, AWS shall be responsible for directing such third party to fully disclose and provide 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 AWS and, where necessary as determined by AWS, with Vendor and other 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 AWS 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" telephone number at each PSAP to serve as a single avenue of contact available to AWS and Vendor on a 24x7x365 basis; 11 `w� �� (c) cooperating in the development of the Service Implementation Plan (Exhibit B) which will at a minimum establish target dates for actions necessary for installation and Activation of Phase I E9-1-1 Service; (d) providing and verifying in a timely manner 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 in a timely manner 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 AWS in the provision of Phase I E9-1-1 Service, as provided for in the Plan and participating in AWS efforts to obtain any related regulatory approvals; (h) coordinating any necessary trunk augmentation between the BESP, AWS, 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 AWS in a timely manner 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) supporting all testing/verification activities to be undertaken by AWS and/or Vendor in relation to this Agreement and in accordance with the Verification Procedures, 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 AWS and/or Vendor testing/verification activities, and assisting AWS and/or Vendor to secure cooperation from neighboring public safety answering points for any necessary testing/verification or emergency purposes; and (m) cooperating in the creation of a trouble reporting mechanism and associated trouble resolution process 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 which operates at the direction of or in cooperation with the PSAP Entity, PSAP Entity shall be responsible for directing such third party to fully disclose and provide such information to AWS or Vendor in a timely manner. Further, PSAP Entity, and not AWS, 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. B. Activation and Implementation of Service. The FCC Order requires AWS to provide (phase I) enhanced 94-1 service in accordance with certain deadlines. AWS shall make a good faith effort to meet the FCC Order's deadlines by activating Phase I E9-1-1 Service for live use with AWS Wireless End Users in a Phase I E9-1-1 Service Area ("Activation") approximately 10 (ten) days after AWS issues a Verification Procedures Memorandum, as that term is more fully described in Exhibit B (the "Service Implementation Plan."). The date that Phase I E9-1-1 Service is activated for live use by AWS Wireless End Users shall be the "Activation Date" for that Phase 1 E9-1-1 Service Area. The procedure for Implementation of Service is more fully described in the Implementation Plan. C. Timing Because the failure of third parties to perform necessary acts may n;;sult in untimely performance by the PSAP Entity and/or AWS, 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. 5 D. Funding contingency. Not withstanding anything herein contained to the contrary, the obligations of PSAP Entity under this Agreement are expressly subject to an annual appropriation being made by Eagle County for the provision of 9-1-1 services in an amount sufficient to allow PSAP Entity to perform its obligations hereunder. In the event sufficient funds are not appropriated for the provision of 9-1-1 service, this Agreement may be terminated by PSAP Entity without penalty when those funds that already have been appropriated are exhausted, provided, however, that PSAP Entity shall in any event pay for all services provided to it by AWS under the terms of this Agreement prior to the effective date of such termination. PSAP Entity shall use its best efforts to obtain funding appropriations necessary to provide Phase I E9-1-1 Services. The obligations of PSAP Entity under this Agreement shall not constitute a general obligation,, indebtedness or multiple year direct or indirect debt or other financial obligation within the meaning of the Constitution or laws of the State of Colorado. ARTICLE II COSTS AND REIMBURSEMENT PSAP Entity acknowledges that AWS will incur costs in installing, testing, providing and maintaining Phase I E94-1 Service to PSAP Entity and, as mandated by the FCC Order and Colorado law, hereby agrees to fully reimburse AWS for all such costs incurred by AWS in accordance with the provisions of this Article II. If applicable state legislation requires a different method for reimbursement of costs than that described in this Article II, AWS will adjust its practices as appropriate. PSAP Entity represents and warrants that a mechanism necessary for PSAP Entity to reimburse AWS 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 AWS Subscriber times the number of AWS Subscribers, as calculated in good faith by AWS, that exist in that PSAP's Jurisdiction Area, or (2) Two Hundred Forty -Five Dollars ($245.00) per month per PSAP, whichever is higher. Initially, the number of AWS Subscribers used to calculate the Monthly Recurring Fee for a PSAP will be the number of AWS Subscribers that exist, as calculated in good faith by AWS, in that PSAP's Jurisdiction Area as of the Activation Date. The number of AWS Subscribers upon which the Monthly Recurring Fee is based may be adjusted in good faith by AWS on a monthly basis to reflect AWS Subscriber growth or shrinkage. 2. No Non -Recurring Fee. There shall be no activation, start-up or initial non -recurring fee charged by AWS to PSAP Entity for provision of Phase I E9-1-1 Service under the terms of this Agreement. B. Identification of Costs. 1. Monthly Recurring Costs (MRCs). PSAP Entity acknowledges that AWS 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, deploy -nent and start-up, those services provided by Vendor to AWS, updating information in the various databases, modifying new or existing Cell Sites, processing such Cell Site information, adding information related to new AWS Subscribers, adding any new PSAP routing information, monitoring and implementing Phase I E9-1-1 Service and other foreseen costs that may arise (collectively, the "Monthly Recurring Costs" or "MRCs"). PSAP Entity accepts and agrees that the Monthly Recurring Cost per AWS Subscriber (the "Monthly rel Recurring Cost Per AWS Subscriber") shall be $0.196. PSAP Entity further agrees that the Monthly Recurring Costs Per AWS Subscriber may be adjusted in the sole discretion of AWS on an annual basis to reflect new AWS cost estimates (including, but not limited to, adjustments based on increases in customer base, changes in prices of relevant goods and services or any other unforeseen circumstances). However, AWS shall have the right to adjust Monthly Recurring Costs Per AWS Subscriber more frequently to recover additional costs incurred due to an unforeseen disaster, but only if such costs are not covered by then -existing insurance policies. AWS shall give PSAP Entity thirty (30) days written notice before any change to the Monthly Recurring Costs Per AWS 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 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 connection 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, AWS shall not be obligated to pay any such PSAP Entity costs and/or third -party costs and charges. C. Payment. 1. Payment of Monthly Recurring Fee. On the fifteenth (15") of the month after the first full month following the Activation Date for a Phase I E9-1-1 Service Area, AWS shall begin sending monthly invoices to BESP for the amount of the Monthly Recurring Fee due to AWS for that Phase I E9-1-1 Service Area. 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 E9-1-1 Service Area falls on or before the 15'' day of 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 E9-1-1 Service Area falls on the 16' through the 31s` 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 AWS Subscriber, an adjustment to the number of AWS Subscribers, or with respect to any other payment dispute, the Parties shall follow the dispute resolution procedures described in Article VIII hereof, and until such time as the dispute is resolved, the disputed Monthly Recurring Costs Per AWS Subscriber or the disputed number of existing AWS Subscribers, whichever is at issue, shall be as modified by AWS for the purpose of determining the M( athly Recurring Fee to be paid by PSAP Entity. PSAP Entity agrees to pay the Monthly Recurring Fee as required under this Article II throughout the period of any dispute. Failure to pay such amount shall be a material breach of this Agreement. 7 u 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 shall automatically renew for up to four (4) successive terms of three (3) years 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. B. 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 III(A) hereof, the Parties may terminate and/or modify this Agreement before the end of the then -current term under the following circumstances: 1. AWS may terminate this Agreement: Upon sixty (60) days written notice by AWS 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. AWS 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 AWS 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 AWS resulting from the change in law, rule or regulation; or b. Upon sixty (60) days written notice to PSAP Entity, if AWS should sell or otherwise dispose of all or a part of its interest in AWS or its related AWS wireless systems, or if AWS purchases a new Affiliate or related AWS wireless system that will assist. in AWS'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 AWS 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 AWS's license by the Federal Communications Commission. d. Immediately upon mutual agreement of the parties set forth in writing and executed by both parties. 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 disclosed to the party receiving the information (the "Recipient") that is (a) labeled 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 furnished 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 AWS, upon receipt of timely notice of such Request or subpoena given by the PSAP Entity, to take whatever steps AWS shall deem appropriate in order to protect such confidential or proprietary information from disclosure, and that by providing timely -notice to AWS, PSAP Entity will have fully performed its duties and obligations under this Article and that AWS waives any and all claims against the PSAP Entity arising from its good faith compliance with such Open Records Request or subpoena. C. Use. Each party 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. I.1 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, 9 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 LIlVIITATION 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. AWS, TOGETHER WITH VENDOR, 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, AWS, TOGETHER WITH VENDOR, 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 AWS 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 AWS 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 Majeure 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 AWS'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 AWS. 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. 10 F. Colorado Government Immunity Act. Nothing contained in this Article or in this Agreement 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 AWS 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 INDEMNIFICATION A. Limited Indemnity of PSAP Entity for Litigation Expenses AWS 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 AWS. 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, AWS Subscribers; provided, however, that the obligations of AWS 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 AWS's responsibility to indemnify PSAP Entity under this provision shall be limited to such responsibility as PSAP Entity could lawfully incur for indemnification of AWS pursuant to Colorado law under similar circumstances. B. Limited Indemnity of AWS for Litigation Expenses. To the fullest extent allowable under state law, PSAP Entity agrees to indemnify and hold harmless AWS and its affiliates, and their respective former, current and future officers, directors, agents, employees, successors and assigns, and Vendor 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, AWS Subscribers; provided, however, that the obligations of PSAP Entity to indemnify and hold harmless AWS 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 AWS (with respect to the third party) in the same action or proceeding. C. Notice of Claim to Indemnifying Party under Sections. Within ten (10) business days after a Party is notified of any action or proceeding pursuant to which 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 11. 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. 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, or Vendor ("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 (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, may be brought by either Party more than two (2) years after the cause of action accrues. ARTICLE IX 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 prevaid, 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 AWS: External Affairs Director with a copy to: AT&T Wireless Services of Colorado 5000 Carillon Point 1001 16`h Street, Suite C-1 Kirkland, WA 98033 Denver, CO 80265 Attn: Rick Sullivan 12 LWA M To Vendor: Manager, Wireless Operations SCC Communications 6285 Lookout Road Boulder, CO 80301-3343 To PSAP Entity:Eagle County 9-1-1 Emergency Telephone Service Authority c/o Eagle County Attorney F.O. Box 850 Eagle CO 81631 Attn: County Attorney Fax 970-328-5219 CcatvOvail.net 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 AWS 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 AWS 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. 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 to accurately reflect the agreement of the parties, and 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, AWS 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 party beneficiary of AWS's agreements and obligations pursuant to this Agreement. A H. Waiver. Failure of any Party to enforce any prov- lion 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. 13- I. Survival. Any liabilities or obligations of a Parry for acts or omissions prior to the cancellation or termination of this Agreement, any obligation of a Parry 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 Parry. K. Intellectual Property/No License of Name. Any intellectual property which originates from or is developed or owned by a Party 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 Party 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 Parry 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 Parry. 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. M. AT&T Wireless Services, Inc. Although AT&T Wireless Services, Inc. may perform some of the obligations of AWS set forth in this Agreement, PSAP Entity acknowledges that AT&T Wireless Services, Inc. is not a Party to this Agreement. N. Authority. 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 AWS and to bind the Authority Board and its listed PSAPs to the terms and conditions hereof. ARTICLE X ATTACHMENTS The Exhibits attached hereto and hereby incorporated into this Agreement are: Exhibit A: PSAP Information; List of PSAPs included in PSAP Entity Exhibit B-1 Service Implementation Plan Exhibit B-2: Call Routing Procedures, Default/Alternate Routing Exhibit B-3: Verification Procedures Exhibit C: Contact Information 14 Nft.. \0/ This Agreement is executed and effective as of the date first written above. AT&T Wireless Services of Colorado, Inc. ("AWS"). By: Name: ANQRL-e L O)GM�LIJ("t Title: \%• P• G%et-.ERat W4AGC�-- Eagle County Emergency Telephone Service Authority(("PSAP Entity"). By: Name: MAN I9Z6 Title CMQ t•f rf)a n 15 11qWV EXHIBIT A PSAP INFORMATION [Please indicate below the legal name and addresses for PSAP Entity and each PSAP covered by this Agreement] Town of Vail Communications Center 75 South Frontage Road Vail Colorado `v EXHIBIT B-1 IMPLEMENTATION PLAN 1. Implementation of Service The Parties agree to work together in good faith for the timely implementation and Activation of Phase I E9-1-1 Service 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. AWS intends to initiate certain verification procedures (the "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 AWS may have or develop Governing Body agrees to cooperate fully with AWS for the successful completion of all such Verification Procedures undertaken by AWS. AWS intends that such Verification Procedures will include, but will not be limited to, the procedures described in the Acceptance Verification Procedures and Standards section set forth in this Attachment. 2. Status of Verification Procedures. Approximately (10) days prior to the activation date for the Phase I E9-1-1 Service Area, AWS shall send to Governing Body a memorandum summarizing the status of the Verification Procedures as of that time with respect to that Phase I E9-1-1 Area (the "Verification Procedures Memorandum.) 3. Acceptance of Service. Governing Body hereby agrees that it fully accepts the Phase I E9-1-1 Service implemented as of the date Activation occurs and that the Phase I E94-1 Service as implemented on the Activation Date complies with the terms and conditions of this Agreement. 4. Call Flow Description. The purpose of AWS' Phase I E9-1-1 Service is to provide the 9-1-1 Operator with a Call Back Number and general location information for 9-1-1 Calls. The process starts with a 9-1-1 Call being received at an AWS 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 9-1-1 Call, the switch 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 MSC queries a SCP database, where a p-Routing Number is assigned based on the originating Cell Site or Cell Sector and the PSAP serving that area. (The p-Routing Number is used for routing and is not able to be dialed.) This number is immediately returned to 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 p-Routing Number are routed to the appropriate PSAP using the Emergency Service Number ("ESN") Routing Code assigned to the p-Routing Number during the data development process. Data path. Concurrently, the p-Routing Number is also attached to the data path at the SCP. The caller's Call Back Number is passed through the SCP, along with the p-Routing Number 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 p-Routing Number's Host ALI Record in preparation for the PSAP's ALI Database lookup request. When the voice call and p-Routing Number arrive at the PSAP, the p-Routing Number 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. 2 The 9-1-1 Operator will have the caller on the line with the corresponding Call Back Number and a text description of the location of the caller identified by Cell Site or Cell Sector. 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 AW S, in its discretion, as long as the Phase 1 E9-1-1 Service is not thereby diminished. Upon such modification, this Attachment 2 may be appropriately amended by AWS. Phase I E9-1-1 Service \Incoming Call Selective Routerl y MSC 9-1-1 Tandem PSAP p-Routing p-Routing I■ Number Cell Site Number —0 Call -Back Noun r p•Routing p-Routing and Celi Site/Sector Number Number Information Call -Back Number and Cell Site/Sector Information AWS _ p-Routing Number, Call -Back Number Customer SCP and Cell Site/Sector ALI Database Information en \ams✓ EXHIBIT B-2 CALL ROUTING DECISIONS AND RESPONSIBILITIES. 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. AWS shall contact each PSAP regarding this process and each PSAP shall promptly provide to AWS a written description or a 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 Attachment 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 AWS 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. • Each PSAP shall promptly provide to AWS all other requested data and information (or verifications of data and information) about each PSAP and its existing infrastructure relevant to the provision of Phase I E9-1-1 Service. • Each PSAP shall promptly communicate to AWS 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 features, such as shopping malls near the boundaries of two cities, athletic stadiums or college campuses. AWS may not be able to honor all special criteria requests, but will make good faith efforts to do so. PSAP and AWS 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 proposed recommendations. Based on these proposals, AWS 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 AWS and distributed to PSAP Entity. A Routing Path Decision shall be deemed accepted by PSAP Entity unless it sends written notice of objection to Vendor within ten (10) days of its receipt of the Routing Path Decisions. Such notice shall include specific grounds for the 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 PSAP Entity. • 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 p-Routing Number for purposes of call handling. The Vendor designated by AWS shall also be responsible for establishing the routing of Cell Sectors to the PSAP Jurisdiction Areas in the SCP. The Vendor shall further be responsible for coordinating any required static data elements in the ALI Database. • Routing Path Decisions may be modified as necessary through a data update process maintained by Vendor. This includes changes to Routir; 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. M • The Parties acknowledge that there will be times when AWS cannot route 9-1-1 Calls according to its normal procedures due to various circumstances or problems, which may occur. As a result, AWS has adopted and intends to use the default and alternate routing procedures (the "Procedures") described below. AWS reserves the right to alter its Procedures at any time upon written notice to PSAP Entity. PSAP Entity acknowledges that technical limitations of the switch used by AWS require that alternate routing procedures be the same for all public safety answering points served by that switch. A. Alternate Routine When Trunk Congestion Occurs Between The MSC And The Selective Router/E94-1 Tandem. The provisioning, sizing and maintenance of trunking between the MSC and the Selective Router/E9-1-1 Tandem is the responsibility of the BESP, not AWS. At the present time, if trunk congestion were to occur between the MSC and the Selective Router/E9-1-1 Tandem, AWS would send a fast -busy signal to the caller making a 9-1-1 call. PSAP Entity may indicate below its preferred alternative for routing 9-1-1 Calls in the event of such trunk congestion. Alternate routing for calls affected by MSC -Selective Router Trunk congestion will reflect input from public safety answering points and the technical capabilities of the AWS and 9-1-1 Provider/LEC networks. PSAP Entity may select only one alternative. Only one alternative can be provided for each Selective Router/E9-1-1 Tandem — thus PSAP Entity's selection might not be implemented. A copy of this Exhibit, once an alternative has been selected, should be returned to AWS at the contact address listed in the body of the Agreement. PSAP ENTITY ALTERNATIVE REQUEST BOXES (select one only) In the event of trunk congestion between the MSC and the Selective Router/E9-1-1 Tandem, PSAP Entity requests that: ❑ i) AWS send the 9-1-1 calls through the PSTN to the public safety answering point designated by the 9- 1-1 Provider/LEC. Such 9-1-1 Calls will be received without the data portion of the call i.e., without the Call Back Number and the Cell Site/Sector Information. ❑ ii) AWS send the 9-1-1 call to an AWS treatment message. Initials: Initials: B. Default Routine When Breakdown Occurs In The Data Transfer Process And the Selective Router/E94-1 Tandem is Unable To Determine The Appropriate PSAP To Which The 9-1-1 Call Should Be Sent. When a breakdown occurs in the data transfer process, the Selective Router/E9-1-1 Tandem that serves the PSAP Jurisdiction.Area(s) and the routing procedures for those calls are controlled by the 9-1-1 Provider/LEC, not AWS. The 9-1-1 Provider/LEC shall route those calls from the Selective Router/E9-1-1 Tandem to the public safety answering point designated by* the 9-' • 1 Provider/LEC for that Selective Router/E9-1-1 Tandem. Depending on the problem, that predetermined public safety answering point will not receive Cell Site/Sector Information or perhaps any of the data portion of the 9-1-1 Call. [Exhibit B 2 continued on next page] 5 en �f C. Alternate Routing When Trunk Congestion Occurs Between The Selective Router/E9-1-1 Tandem And The PSAP. When trunk congestion occurs between the Selective Router/E9-1-1 Tandem and the PSAP Entity, routing procedures are controlled by PSAP Entity, not AWS. PSAP Entity agrees to follow the same procedure for AWS Wireless End Users making 9-1-1 Calls as it does for wireline callers making emergency 9-1-1 calls. It is AWS' understanding that under such a scenario, the PSAP Entity will send a busy signal to the caller making a 9-1-1 Call. If this is not correct, please describe the correct PSAP Entity procedure here: Initials: \qw� lvw� EXHIBIT B-3 ACCEPTANCE VERIFICATION PROCEDURES AND STANDARDS. A. Database Verification: "Database Verification" shall mean a comparison of the data added to the SCP and ALI Database with the data that was provided by AWS, to Vendor. This process will require that Vendor provide a "dump" of the data added to the SCP so that AWS can analyze it against the data that it provided to Vendor. AWS will work with Vendor to get a "dump" of the ALI Database so that the added data can be compared with the data that AWS provided to Vendor. During this comparison process, the items that will be validated are as follows: Cell Sector Identifier Latitudinal/Longitudinal Description of Cell Site Cell Site Address Items found to be inconsistent will be investigated and modified as necessary. When AWS and/or Vendor have attempted to confirm that the data in the SCP and the ALI Database match the data provided to Vendor by AWS, the Database Verification process shall be considered complete with respect to those databases. B. Test Calling: Test Calling will fall into two categories for verification. Category I consists of verifying the links to the Selective Router/E9-1-1 Tandem and the SCP and the data that are passed between them. Category II consists of verifying the routing of test calls from a Cell Sector to the appropriate PSAP. This second category 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. i.) Category I Test Calling (Functionality Testing). Test calls will be placed to verify: • Each Trunk (DS-0) - This will verify that test calls are correctly routed over the trunks that are provisioned to the Selective Router/ E9-1-1 Tandem. It will also verify that the trunks are properly sending the p-Routing Number to the Selective Router/E9-1-1 Tandem. Each Selective Router/E9-1-1 Tandem - Test calls will be made to each Selective Router/E9- 1-1 Tandem to ensure that each is receiving and processing the information it receives from the MSC. Calls will be made from a location in a Cell Sector that maps to a particular PSAP until all Selective Routers/E9- 1 -1 Tandems have been verified. Because a Selective Router/E9- 1 -1 Tandem can map to multiple PSAPs, each PSAP to which a Selective Router/E9-1-1 Tandem is connected will be verified. • Each p-Routing Number - Each p-Routing Number will be tested to verify it will be routed to the correct PSAP and to confirm the information flow to the ALI D,:iabase and PSAP. Calls will be made from a Cell Sector known to route to a particular PSAP. Multiple calls will be made from the Cell Sector to verify each p-Routing Number assigned to the PSAP. • Each ALI Link - For each ALI Database, a test call will be placed to verify that the link from the SCP to the ALI Database functions and that the correct information with respect to that test 7 call is passed to the ALI Database. This process will verify all links connected to the ALI Database. ii.) Category H Test Calling - (Coverage Testing). A test call will be made to verify that, from each Cell Sector, the system routes the test call to the correct PSAP and that the PSAP receives the correct data from the ALI Database including the Call Back Number of the Wireless Handset making the test call. As described in Paragraph 4 of this Attachment 2, due to the timing for implementing Phase I E9-1-1 Service in the AWS markets, there may not be sufficient time to test every Cell Sector prior to implementation of the Phase I E9-1-1 Service. iU.) Call Testing Error Resolution. Any errors encountered during call testing will be promptly reported and corrected through joint efforts of AWS and Vendor. C. Post -Activation: After Activation, AWS may perform additional Verification Procedures, including those that require making 9-1-1 Calls. AWS and the PSAP(s) shall coordinate in good faith for proper completion of all such post - Activation Verification Procedures. 0 IWO/ a. PSAP Entity Daily Contact: Phone FAX b. BESP Billing Contact: Phone FAX Pager E-Mail c. Vendor Daily Contact: Phone FAX EXHIBIT C CONTACTS LIST Commander Corey Schmidt 970-479-2212 (direct) 970-479-2216 SCC Wireless Operations (303) 527-5400 (303) 581-0900 d. Vendor Emergency Contact: SCC National Data Service Center Phone 1 .(303) 581-5782 e. 9-1-1 Provider/LEC Contact: Phone FAX f. Host ALI Provider Contact: Phone FAX Patty Jo Ryan, U S West 719-636-6454 or 303-965-0265 719-636-6105 Patty Jo Ryan, U S West 719-636-6454 or 303-965-0265 719-636-6105 A listing of contact (24 hours per day, 7 days per week, 365 days per year) information is required for each PSAP--use extra sheets if necessary. g. PSAP Emergency Contact Commander Corey Schmidt or Julie Anderson (supervisor) Phone 970-479-2200 FAX 970-479-2216 V1