HomeMy WebLinkAbout000856 Original Contract City of Port Angeles
Record #000856
ra d ob
Intrado I igr tion
for
PENCOM, WA
CITY OF PORT ANGELES Intrado
By: Name:
Dan McKeen,City Manager
Date:
APPROVED AS TO FORMY Title:
William E. Bloor,City Attorney °-
ATTEST Signature:
t
nnifer Vd,6eklasen,City Clerk
C� V
The terms and conditions available at littp://www.ii.itrado.coiiiy,'tei-iTis will apply to this Quote,unless the patties have entered into a separate
mutually executed agreement,or Customer is purchasing under a cooperative purchasing agreement.The terns of this Quote will govern any
conflict with the above-mentioned terms,and Customer's issuance of a purchase order for any or all of the items described in this Quote will
constitute acknowledgement and acceptance of such terns.No additional terns in Customer's purchase order will apply.This document contains
confidential and proprietary information owned by Intrado Inc.or its affiliates,and such information may not be used or disclosed by any person
without ntinr wtitten consent
is a>
h v
Page 1 of 1
December 11,2014
Summary - Base Configuration
Item Cost
Intrado VIPER $ 41,641.75
IP Recording using Span Port $ 2,491.25
Power 911 Software Upgrade $ 22,481.25
Power MIS Software Upgrade $ 2,161.88
ePrinter Software $ 1,200.00
Hardware $ 57,776.75
Spares Kit $ 13,486.25
Project Survey $ 3,350.00
Staging $ 6,000.00
Installation $ 13,550.00
Refresher Training $ 8,200.00
Technical Training(up to 4 Students) $ 12,650.00
Project Management Services $ 9,750.00
One-Time Special System Discount -$ 12,400.00
Subtotal $ 182,339.13
Sales Tax 8.4% $ 10,822.49
Shipping $ 1,250.00
Total $ 194,411.61
Summary - Annual Maintenance Services
Item Cost
_._______ __.. e_ �.__ . ._________ _______
Maintenance� for First� _Year
Software Subscription Service $ 7,500.00
Onsite Maintenance Services $ 15,000.00
Total $ 22,500.00
Maintenance for Years 2-5
Software Protection&Remote Technical Support -Annual Cost $ 3,000.00
Software Subscription Service -Annual Cost $ 7,500.00
Onsite Maintenance Services-Annual Cost $ 15,000.00
Total(Annual) $ 25,500.00
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL a�
Q80495H-PENCOM,WA-Summary in
� 1
a
Page 1 of 5
December 11 2014
Configuration Parameters
Intrado VIPER
Total Number of E9-1-1 Trunks Via SIP Ingress
Total Number of FXO Administrative Lines 16
Total number of ISDN/PRI connections Not Included
VIPER Server UPS Not Included
Automatic Call Distribution Not Included
ECCP Not Included
Answering Positions
Number of Power 911 Intelligent Workstations to be upgraded 5 Stations,A9C
Monitors 20" Elite,Included
Power 9 1 1 Intelligent Workstation Features
Integrated Telephone&Radio Recorder Not Included
Data Transfer to Remote FAX Machines or via E-Mail(XDC) Not Included
UPS on Database Server(30 minutes) Not Included
UPS on Workstation PCs(30 minutes) Not Included
Tape Backup System Not Included
RAID Disk Array(data redundancy) Included
MIS Solution
Power MIS Upgrade Included
ePrinter Included
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
a
Q80495H-PENCOM,WA-Configuration inUrado,
-y
s
Page 2 of 5
g
� December 11,2014
Model# Description Qty Unit Cost Total
I Intrado VIPER
911 SIP 911 Ingress via SIP-License per position 6
912800 Gateway Shelf 2
912811 Application Server Access License 7
912812 PBX Access License-Per Workstation 6
912814 Admin Interface Module(AIM) 4
912807/13B 4 Foot Cabinet Prebuilt Building Block 1
912819/24 Cisco 3750 24 port switch 2
912890/13B Media Kit Prebuilt Product Bundle 1
Subtotal $ 41,641.75
IP Recording using Span Part
P10040 Span Port Set 1
P 10008 License to connect Non-Intrado Recording Device 1
Subtotal $ 2,491.25
Power 911 Software Upgrade
913100/U Power 911 Client Access License 5
913202/U Power 911 Server Access License 5
Subtotal $ 22,481.25
Power MIS Software Upgrade
920100/CD Power MIS Media&Documentation 1
920100/U Power MIS Server Software License 1
920101/U Power MIS Concurrent client Access License 1
920102/U Power MIS Data Access License 5
Subtotal $ 2,161.88
ePrinter Software
917310 ePrinter Software and Documentation 1
Subtotal $ 1,200.00
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL ,�
Q80495H-PENCOM,WA-Configuration
Page 3 of 5
NEE
ME
December 11,2014
Model# Description Qty Unit Cost Total
fiard�rare_
Workstations
911510-1
911510-1 A9-1-1 Connect Building Block 5
911509 A9-1-1 Call Handling Accessories 5
911553 A9C Headset Interface Module 5
911554 A9C Miscellaneous Telephone Module 5
911555 A9C Third Party Radio Interface Module 5
911501 A9C Desk Mounting Kit 5
P 10096 20 Inch EliteDisplay LED Backlit Monitor 5
914600/3 IWS Ext Prog Keypad Model 683-U—24 Buttons 5
Common Equipment
914956 1 Keyboard/LCD/Trackball/8-Port KVM 1
914434 Tape Backup System-DAT 160 1
914434/R Tape Backup System Rackmount Kit 1
Power 911 Database Server
914950 IWS Type A Rack Server Bundle 1
Power MIS/ePrinter Server
914950 IWS Type A Rack Server Bundle 1
914422 Additional Backup Exec SQL Agent 1
914957 RocketPort(Quad Port) 1
P10066 ePrinter Server Cable Kit 1
Firewall
914147 Intrado Call Handling Firewall 1
Anti-Virus
914143 Symantec Endpoint Protection Manager(Lic+CD) 11
Peripherals
915109/P Alarm Panel(Includes Power Supply) 1
600150 Punch Block 2
207-990000-04(25 Pair Amphenol Cable 2
N'etclock- Model GP933-94
915001/1 GPS Command Center Package-up to 4 networks 1
Subtotal $ 57,776.75
Spares Kit
912802/1 Primary Application Server 1
912800 Gateway Shelf 1
912813 48V Power Supply&Shelf 1
912814 Admin Interface Module(AIM) 1
912819/24 Cisco 3750 24 port switch 1
911510-1 A9-1-1 Connect Building Block 1
911553 A9C Headset Interface Module 1
911554 A9C Miscellaneous Telephone Module 1
Subtotal $ 13,486.25
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80495H-PENCOM,WA-Configuration
ri s Page 4 of 5
ONE man-ii
December 11,2014
Model# Description Qty Unit Cost Total
2 Project Survey
950100 Project Survey 1
960575 Living Expense Per Day 3
960580 Travel Fee 1
Subtotal $ 3,350.00
Staging
950850 IWS Staging -Up to 8 Positions 1
950856 Backroom Staging -Up to 8 Positions 1
Subtotal $ 6,000.00
Installation
950104 Professional Services-Price Per Day 7
960575 Living Expense Per Day 9
960580 Travel Fee 1
Subtotal $ 13,550.00
G Technical Training(up to 4 Students)
960802 On-Site Self-Maintenance Certification Training 5
960575 Living Expense Per Day 7
960580 Travel Fee 1
Subtotal $ 12,650.00
Refresher Training
960801 Power 911 Administrator Training 1
960801 Power 911 Call Taker Training 1
960801 CCS Configuration Training 1
960575 Living Expense Per Day 6
960580 Travel Fee 2
Subtotal $ 8,200.00
Project Management Services
950510 Project Management 1
Subtotal $ 9,750.00
One-Time Special System Discount
One-Time Special System Discount 1
Subtotal -$ 12,400.00
Total $ 182,339.13
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL r �,
Q80495H-PENCOM,WA-Configuration
i
a` Page 5 of 5
December 11,2014
Model# Description Qty Unit Cost Total
Maintenance Services (Each Paid Annually)
Software Protection& Remote Technical Support-4 Fears_-.5 Consoles
Begins Year 2
950999/PRO1 Software Protection&Remote Technical Support 20
Subtotal $ 12,000.00
4 Software Subscription Service- 5 Years-5 Consoles
950999/SUB 1 Software Subscription Service 25
Subtotal $ 37,500.00
Onsite Maintenance Services-5 Years-5 Consoles
950999/ONS 1-1 Onsite Maintenance Services 25
Subtotal $ 75,000.00
5 Year- Maintenance Cost Total $ 124,500.00
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80495H-PENCOM,WA-Configuration
Page I of I
December 11,2014
,rX'l'29-1-l_,TexLing Service
Primary Link Type Intrado A911 Network
TCC Texting Feature Included
Number of IWS to support TEXT2 9-1-1 5
Model# Description List Unit Cost Total
9,10 i,xT29-1-1 Non-Recurring Price One Time Fee(waived if purchased in 2014)
Base Power 9-1-1 Configuration Fee per PSAP
ITXTOTF3 One-Time Setup Fee per PSAP(5-10 Seats) I Non-Disc $ 2,500.00 $ 2,500.00
ITXTOTF3 ***Waived for new Deployment*** I Non-Disc 2,500.00 -$ 2,500.00
Subtotal $ -
9,10 1 I'XI'29-1-1 Monthly Recurring Fees(1st year waived if purchased in 2014)
First Year
ITXTMRF3 Integrated Power 911 -Monthly Recurring Fee 5-
10 Seats) 12 Non-Disc ***waived***
Years 2-5
ITXTMRF3 Integrated Power 911 -Monthly Recurring Fee 12 Non-Disc $ 250.00 $ 3,000.00
ITXTMRF3 Integrated Power 911 -Monthly Recurring Fee 12 Non-Disc $ 250.00 $ 3,000.00
ITXTMRF3 Integrated Power 911 -Monthly Recurring Fee 12 Non-Disc $ 250.00 $ 3,000.00
ITXTMRF3 Integrated Power 911 -Monthly Recurring Fee 12 Non-Disc $ 250.00 $ 3,000.00
Subtotal $ 12,000.00
One-Time Special System Discount
One-Time Special System Discount I
Subtotal 2,400.00
Total $ 9,600.00
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80495H-PENCOM,WA-TXT29-1-1
Page 1 of 5
December 11,2014
Notes
1 PENCOM is currently operating with a LifeLine 100 controller&5 positions of Power 911 with
Power MIS. This quote replaces the LifeLine 100 with Intrado VIPER,and upgrades Power 911,
Power MIS,and adds ePrinter.
Per information provided to Intrado by the Customer the Power 911 database server is an
ML 110 G6 ,and the IWS workstations are Elite 8000's.
The quote assumes all existing Intrado equipment and software not identified for upgrade or replacement in
this quote will remain in service and meets all minimum operating requirements for use with the existing
products and equipment/software being upgraded.This includes but is not limited to the network printer and
LAN cabling from each workstation to the VIPER cabinet.Any additional equipment requiring replacement
or upgrade may be added to the system upgrade pricing and this quote may be revised.
If the above information is incorrect,the Customer must alert Intrado so that a revised quotation
can be issued.
2 The Project Survey is intended to identify any additional miscellaneous equipment or services
required to ensure smooth installation and operation of the quoted system.Additional costs
may be incurred upon completion of the Project Survey.
3 Software Protection and Remote Technical Support
Software Protection and Remote Technical Support is a coverage requirement with the
purchase and ownership of Intrado CPE system equipment. The coverage requirement
is effective after the expiration of the system warranty,but a purchase order for the service,
for at least for a one year duration,is required at the time of any new system purchase.
Software Protection and Remote Technical Support cannot be deleted from quotes or
system orders.
Once a Software Protection and Remote Technical Support service contract is established
for the site during system initial purchase,all items subsequently added to the site will not
require an additional contract,but the acquisition of additional positions will increase the
price of the services.
A).For sites with one year coverage contracts,the increased price will be reflected in
the quote at the next contract renewal point.
B).For sites with multi-year agreements,the customer will be required to retract the
remaining years of the original purchase order and issue a new purchase order for the
remaining period covering the original system and new positions.
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80495H-PENCOM,WA-Notes iffrado-
Page 2 of 5
S
December 11,2014
Dotes
3 (Cont'd) If a contract for Software Protection and Remote Technical Support expires without renewal,
causing a lapse in coverage,the customer's access to the Support Center will be
discontinued and a notification of services termination will be issued. Reinstatement of the
lapsed coverage will require the following from the customer:
A).Payment in full for the lapsed period at the prevailing per-seat rate
B).Purchase of a new maintenance agreement(one-year or five-year)
Q. System Recertification fees in the form of a Class A inspection at$1,500.00 per day
plus related travel and expense charges.
Software Protection
This offering provides for the availability of software product updates. Installation and
training(if needed)are not included. Intrado will publish periodic software release bulletins
to customers which announce important product updates for Intrado Software.Customers
may then request the new update from Intrado,based on applicability of the release to
Customer's System. Customer is responsible for installation of all these releases,
unless the On-Site Maintenance Service is purchased. If On-Site Maintenance has not
been purchased and the customer prefers to have Intrado deploy a new release,Intrado
will dispatch appropriate personnel to perform the upgrade on a mutually agreed upon
date at Intrado's then current prices for such services.
Remote Technical Support:
Support is provided by associates who specialize in the diagnosis and resolution of
system performance issues.Remote Technical Support is available 24/7 through both
a toll free hotline and a secure customer Internet portal.All service inquiries are tracked
by a state-of-the-art CRM trouble ticket system that can be queried by customers
through the online portal to obtain the most up-to-date status on their issues.
4 Software Subscription Service
The Software Subscription Service provides the customer with access to software
upgrades including new features. This offering only provides for the availability of the
software. Installation and training(if needed)are not included.Any required hardware or
operating system changes are also not included.
Intrado will provide periodic software release bulletins to customers which announce and
explain new feature releases for Intrado Software. Customers may then request the new
release or version from Intrado,based on applicability of the release to Customer's System.
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL ra
Q80495H-PENCOM,WA-Notes
=01111-
NON Page 3 of 5
ss s�
December 11,2014
Notes
5 On-Site Support Services
On-site Support Services are primarily designed to assist with issues that require
System expertise in troubleshooting and restoration at the customer's location.
On-site Support Services include travel costs and time and labor related to the service
incident.Also included in the service are quarterly on-site preventative and routine
maintenance reviews(four per year)of the customer's Intrado System. These maintenance
visits can include the installation of routine updates to software. Training,configuration
changes,reprogramming and System upgrade labor are not included in this offering,
but are available for purchase.
On-Site Support Services options include the designation of a technician dedicated
specifically to the customer's deployment(s),or alternately a non-dedicated resource
available for use with other customers. Intrado may engage third-party vendors to provide
the On-Site Support Services.
6 This quote providesone week of technical training for 2 people(up to 4)on the Customer's premise.
7 All optional modules in this quote have been priced under the assumption that they will
be purchased and installed concurrently with the base system. If these modules are to
be installed at a later date,additional travel&living expenses will apply.
Maintenance pricing has not been included for optional items.
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL �®
Q80495H-PENCOM,WA-Notes
j
Page 4 of 5
NONE
December 11,2014
Notes
8 Customer to install the antenna and associated cabling. Intrado will mount the netclock in the
cabinet and connect to the antenna cabling. Intrado to configure the netclock for connection to
our network.
9 This quote provides the services and equipment required to provide TXT29-1-1 Services for this PENCOM
site, for a 5-year contract period.
This quote requires Power 9118 v5.3 SP 1 or later. If that is not the case additional fees may apply.
This quote also assumes calls to VIPER are currently being delivered over Intrado A9-1-1 network.
Terms and conditions specific to TXT29-1-1 service are contained in the A9-1-1 TXT2911_Power_Service
Guide
10 P/O for this quote must be issued in 2014,so that both the OTF for Power 9-1-1 configuration
and the MRF for the first year of TEXT29-1-1 service will be waived
If Customer has access to TXT29I I services through a state contract or at a lower negotiated
statewide fee,Customer may cancel the TXT services under this quote and purchase them
separately under such alternate arrangement.
11 Notwithstanding anything to the contrary in the Intrado Web Terms referenced on the cover page
of this Quote,the following terms will amend and supersede the corresponding section of such
Web Terms:
Section 4.5 is amended to read: Disputed Invoices: Customer may withhold only good faith
disputed amounts,not to exceed one month's recurring fees for the Service,and will pay all other
amounts when due. Customer must notify Intrado within 30 days of any disputed invoice,
specifying the nature of the dispute. The parties will try in good faith to resolve any disputed
invoices within 45 days.
The first sentence of Section 4.4 is amended to read: Invoices not paid when due will bear interest
from the due date at the lower of one percent per month or the highest allowable rate.
Section 7.3 is amended to read: Time Limit. ANY SUIT MUST BE FILED WITHIN SIX YEARS
AFTER THE CAUSE OF ACTION ACCRUES.
The payment terms of Exhibit A,Section 6.2 are amended as follows:
60%-upon shipment
30%-upon System Cutover
10%-upon Acceptance Date
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80495H-PENCOM,WA-Notes inUrado-
®
J
� Y
Page 5 of 5
December 11,2014
Notes
Terms
SUBMIT P.O. ordermanagement @ intrado.com
PRICING All prices are in U.S.Funds.
Taxes,if applicable,are extra.
Shipping charges are extra unless specified on the proposal
SHIPPING FCA(Montreal), INCOTERMS 2010
PAYMENT Net 30 days
DELIVERY TBD.
VALIDITY Quote is valid for 120 days;however,certain parts(indicated in this Quote as part numbers with
the following identifier: QXXXXX,constitute unique third party components.These components,
including model and price, (i)may be subject to change at any time;and(ii)are non-cancelable,
non-refundable,and non-exchangeable at any time.
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL r.
Q80495H-PENCOM,WA-Notes
Page 1 of 1
rr�
December 11,2014
Revision History
Revision Level Reason for Revision Date Revised
Original(MD) April 2,2014
A Revised as an existing LL 100/1`911 site migrating to VIPER April 14,2014
Added discount
Added options for additional positions
B (DR)Changed to 4'cabinet; changed to 4 port Netclock; June 16,2014
Removed Pre-Cut Services,UPS,monitors,cabling,ITRR
Add third-part recording with Span kit; install ePrinter on PMIS server;
Add Genovation Keypads to base; change to refresher training
Change PMIS to upgrade pricing; changed from IWS to A9C
Revised discount;added remote option
C (DR)Remove MapFlex. Chg ePrinter to new,not upgrade. Add Firewall. July 25,2014
Add A9C Desk Mount Kit. Add monitors. Add GW shelf to Spares.
Replace P911 server. Remove modem from peripherals.
Add IP ALI set to base. Add XDC as Option.
D Quote refresh(RF) September 14,2014
E Added TXT29-1-1;corrected tax calculation October 9,2014
F Adjusted TXT29-1-1 pricing October 16,2014
G Added Signature Line December 5,2014
H Revised signature page December 11,2014
The information contained in this document is proprietary to
Intrado and is offered solely for the purpose of evaluation.
Copyright 2014 Intrado
CONFIDENTIAL
Q80495H-PENCOM,WA-Revision History intrado
C p,
WEB TERMS FOR SERVICES,SOFTWARE AND EQUIPMENT
AS OF APRIL 29,2014
These Website Terms for Services, Software and Equipment apply to sales made by Intrado Systems Corp. and Intrado
Inc. (if in the United States) or Intrado Canada, Inc. (if not in the United States) (as applicable, "Intrado") to the customer
issuing a purchase order to Intrado ("Customer"), as of the date of such purchase order("Effective Date"). These terms consist
of these terms and conditions and any orders or statements of work referencing these terms or issued by Customer to Intrado,
and any quotes from Intrado to Customer on which a purchase order is based (each, an "Order") describing the Intrado
services ("Services"), software object code and accompanying documentation ("Software") and/or hardware or other
equipment ("Equipment") that Intrado agrees to provide to Customer. "Affiliate" has the meaning in Rule 405 of the U.S.
Securities Act of 1933, as amended.
The terms of any separate agreement executed by the parties and applicable to a purchase
will supersede these Terms.
1 TERM: These Terms will continue from the Effective reasonable costs of collection (including attorney fees).
Date until the expiration or termination of the latest-ending Intrado may change payment terms or require a deposit upon
Order. an adverse change in Customer's financial condition or
2 EQUIPMENT,SOFTWARE AND ON-SITE SERVICES payment record.
2.1 To the extent that an Order provides for the sale of 4.5 Disputed Invoices: Customer may withhold only good
Equipment, the licensing of Software, or the provision of site faith disputed amounts, not to exceed one month's recurring
survey, installation, project management or similar Services, fees for the Service, and will pay all other amounts when due.
the terms in Exhibit A will apply. Customer must notify Intrado within 15 days of any disputed
invoice, specifying the nature of the dispute. The parties will
3 MAINTENANCE AND SUPPORT SERVICES try in good faith to resolve any disputed invoices within 30
3.1 To the extent that an Order provides for maintenance days.
and support services for the Equipment and Software, 5 CONFIDENTIALITY: Exhibit C — Confidentiality and FOIA
("Maintenance and Support Services"), such Services will be applies to disclosure and use of confidential information
provided in accordance with Intrado's then-current exchanged under these Terms and disclosures required by
Maintenance and Support Services terms. The current applicable freedom of information or public records laws.
version is attached as Exhibit B. 6 LIMITED WARRANTY
4 PAYMENT 6.1 Warranty: Intrado warrants that Services will be
4.1 Invoices: Customer will pay the fees described in provided in a workmanlike manner, in accordance with
Orders. Intrado bills recurring fees monthly and non-recurring industry standards and by individuals with suitable skills and
fees within 30 days of the Order effective date (except as abilities. Except as provided in an Order, Services will be
specified in an Order). Invoices may be transmitted deemed accepted when performed. Intrado does not warrant
electronically and are payable via electronic funds (ACH, EFT products, equipment, hardware, or software used to provide
or wire transfer) within 30 days of invoice date, without setoff the Services but not manufactured by Intrado. Upon request,
or deduction. Requested Services performed by Intrado Intrado will pass through to Customer any applicable third
before an Order effective date or outside the scope of the party warranties to the extent permitted by such third party.
Order will be billed at Intrado's then-current rate (except as See Exhibit A for additional limited warranties on Equipment
otherwise specified in an Order). Intrado will apply payments and Software, if applicable.
to the oldest outstanding invoice. 6.2 Disclaimer: EXCEPT AS STATED IN THISSECTION,
4.2 Taxes: Customer will bear all applicable taxes, duties, INTRADO DISCLAIMS ALL EXPRESS OR IMPLIED
and other government charges relating to the Services WARRANTIES, INCLUDING WARRANTIES OF
(including applicable interest and penalties), except taxes MERCHANTABILITY, FITNESS FOR A PARTICULAR
based on Intrado's income. Any tax exemption must be PURPOSE, NONINFRINGEMENT, ACCURACY OR
supported by appropriate documentation. CONDITION OR LOSS OF DATA, NETWORK
4.3 Termination: Intrado's pricing is based on fees for the CONNECTIVITY, INTEROPERABILITY OR THAT THE
entire Order term. On early termination of an Order (except SERVICES OR RELATED SYSTEMS WILL BE
due to Intrado's default), Customer will pay for Services UNINTERRUPTED OR ERROR-FREE.
delivered and outstanding invoices, plus a termination fee 6.3 Customer Materials: Customer will provide information
equal to fees for the remaining Order term. "Recurring fees" reasonably requested by Intrado to perform the Services,
will equal the greater of (a) monthly minimum fees, if any, including as applicable: telecommunication or cell site
stated in the Order, or (b) the average monthly fee for the six specifications; Customer or third party databases; network
months before the notice of termination. Intrado has made architectures and diagrams; performance statistics; interfaces
pricing concessions based on the amount of recurring fees and access to Customer systems, including third party
for the term of the Order, and the termination fees are a fair systems; routing and network addresses and configurations
approximation of Intrado's damages, not a penalty. ("Customer Materials"). Customer warrants that (a) Customer
4.4 Late Payments: Invoices not paid when due will bear is solely responsible for the content and rights to the
interest from the due date at the lower of two percent per Customer Materials; (b) the Customer Materials will be
month or the highest allowable rate. Customer will pay all
Web Terms for Services,Sofhvare and Equipment September 3,2014 Page I
accurate; and (c) Intrado's use of the Customer Materials will reduced to practice, relating to the Services, Software and
not violate the rights of any third party. Equipment and any development, enhancement,
7 LIMITATION OF LIABILITY improvement or derivative works thereto except for the
7.1 Limitation: NEITHER PARTY WILL BE LIABLE FOR Customer Materials (collectively, including all intellectual
ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, Property rights, "Intrado IP'). Intrado grants Customer a non-
CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOSS exclusive, non-transferable license during the term to use the
OF GOODWILL, DATA OR PROFITS, OR COST OF Intrado IP only to the extent required to utilize the Services,
COVER. THE TOTAL LIABILITY OF INTRADO FOR ANY subject to these Terms. Customer receives no other right,
REASON WILL BE LIMITED TO THE AMOUNT PAID BY title or interest in, to or under Intrado IP. Intrado IP is
CUSTOMER UNDER THE RELEVANT ORDER IN THE SIX Intrado's confidential information. Customer will cooperate to
MONTHS PRIOR TO THE CLAIM. take such actions reasonably requested to vest ownership of
7.2 Application: THESE LIMITS ON LIABILITY APPLY Intrado IP in Intrado. Software license rights are stated in
WHETHER THE CLAIM ARISES OUT OF BREACH OF Exhibit A, if applicable.
WARRANTY, CONTRACT, TORT, OR STRICT LIABILITY, 10.2 Restrictions: Reservation of Rights: Customer will not
AND EVEN IF THE DAMAGES ARE POSSIBLE OR disclose or allow access to Intrado IP, including without
FORESEEABLE. limitation, software and systems, by anyone other than
7.3 Time Limit: ANY SUIT MUST BE FILED WITHIN TWO Customer's employees and subcontractors who have a need
YEARS AFTER THE CAUSE OF ACTION ACCRUES. to access the Intrado IP and who are bound by law or written
agreement to comply with Customer's duties under these
8 INDEMNIFICATION Terms. Neither party will reverse engineer, decompile,
6.1 Intrado Indemnity: Intrado will indemnify, defend and disassemble or translate the other party's intellectual property
hold harmless Customer from third-party claims, actions, or confidential information. Each party reserves all rights to
suits, proceedings, costs, expenses, damages and liabilities, its intellectual property and confidential information.
including reasonable attorney fees and expenses 11 ON-SITE SERVICES: For any Services performed on
(collectively, "Claims") for physical injury or death or tangible Customer's premises, Customer will (a) provide appropriate
property damage to the extent caused by Intrado's gross facilities, access, furnishings, equipment, software,
negligence or willful misconduct, documentation, passwords and data; (b) maintain adequate
6.2 Customer Indemnity: Except to the extent prohibited by security, safety, utilities, and environmental standards; and
applicable law, Customer will indemnify, defend and hold (c) reimburse Intrado for its reasonable out-of-pocket
harmless Intrado, its Affiliates and their officers, directors, expenses, including coach class travel, business class
employees and agents from Claims (a) relating to the lodging, automobile rental, and meals, unless otherwise
Customer Materials or a breach of the section titled Customer provided in the Order. While on the other's premises, each
Materials; (b) relating to any Customer product or service; party will comply with the other party's written security rules
(c)for physical injury or death or tangible property damage to and regulations.
the extent caused by Customer's gross negligence or willful 12 INSURANCE: Each party will maintain: (a)Workers'
misconduct. Compensation insurance required by law; (b) employer's
6.3 Procedures: The indemnified party will (a) notify the liability insurance with limits of at least $500,000 for each
other party of any Claim; (b) relinquish control of the defense occurrence; (c) comprehensive automobile liability insurance
and settlement; and (c) assist the indemnifying party as if the use of motor vehicles is required, with limits of at least
reasonably requested. The indemnifying party may settle any $1,000,000 combined single limit for bodily injury and
Claim without the indemnified party's consent if the property damage for each occurrence; (d) Commercial
settlement does not affect the rights of the indemnified party. General Liability insurance, including Blanket Contractual
The indemnified party may participate in the defense at its Liability and Broad Form Property Damage, with limits of at
expense. least $1,000,000 combined single limit for bodily injury and
6.4 Immunity: If applicable and to the extent not prohibited property damage for each occurrence; (e) Professional
by applicable law, each Party will be entitled to not less than Liability or Errors and Omissions insurance of at least
the same benefits and protections afforded by any law, $1,000,000 for each occurrence; and (f) excess or umbrella
regulation or other applicable rule which extends protections liability at a limit of at least $5,000,000 per occurrence and
to the other Party in any form, including but not limited to aggregate in excess of the underlying coverage required
governmental or other immunity, indemnification, or other above. The CGL, employer liability, excess or umbrella
protection. Neither Party will object to or interfere with the liability, and automobile liability policies of each party will
assertion of such immunity by the other Party. designate the other party as an Additional Insured. On
9 TERMINATION FOR DEFAULT: If either party fails to cure a request, the other party will furnish certificates evidencing the
material default within ten days for late payments, or 30 days foregoing insurance. Each party will strive to notify the other
for other default, after notice specifying the default, the non- at least 30 days before any cancellation or termination of its
defaulting party may terminate the Agreement or applicable policy.
Order, and pursue any other available remedies at law or 13 MISCELLANEOUS
equity. The cure period will extend for 30 more days if Intrado 13.1 Force Majeure: Neither party is liable for delays or
uses good faith efforts to cure. defaults in its performance hereunder (except for its payment
10 INTELLECTUAL PROPERTY obligations) due to causes beyond its reasonable control,
10.1 Intrado IP: Intrado retains full and exclusive ownership including: acts of God or government; war, terrorism, fire or
explosion; flood; extreme weather; epidemic; riots;
of and all rights in, to and under its trademarks, service embargoes; viruses; technology attacks; labor disturbances;
marks, tradenames and logos, and any design, data, failure or unavailability of the Internet, telecommunications,
specification, know-how, software, device, technique, transportation, utilities or suppliers.
algorithm, method, discovery or invention, whether or not
Web Terms for Services,Software and Equipment September 3,2014 Page 2
13.2 Independent Contractors: Beneficiaries: The parties are party, and neither party will object to or interfere with the
independent contractors. No agency, joint venture or other party's application of this sentence.
partnership is created under these Terms. These Terms 13.6 Compliance with Laws: Each party has or will timely
benefit Customer and Intrado only; there are no third party obtain all consents, licenses, permits and certificates required
beneficiaries, including Customer's customers. to perform under these Terms. Each party will comply with
13.3 Interpretation; Conflict: Severability: "Including" means laws, rules, regulations and court orders applicable to it or the
including, without limitation. "Days„ means calendar days. If Services. Intrado may cease or modify the Services or the
any terms of these Terms and an Order conflict, the Order terms as reasonably required to comply with changes in law.
will govern for that Order only. No preprinted purchase order 13.7 Advertising and Publicity: Neither party will use the
or other Customer form terms will apply, including any other party's name or marks in any press release,
conflicting terms on a Customer purchase order. Any advertisement, promotion, speech or publicity, without the
provision held unenforceable by a court will be enforced to other party's prior written consent, except that Intrado may
the fullest extent permitted by law and will not affect the other use Customer's name and marks in its customer lists, sales
provisions. No course of dealing or failure to exercise any or promotional materials without consent.
right or obligation is an amendment or waiver. These Terms 13.8 Affiliates: Changes: Services may be provided, in whole
may be modified or amended only in a writing signed by the or part, by Intrado or its Affiliates. Intrado Communications,
parties. Inc. may provide regulated portions of the Services. Intrado
13.4 Assignment: These Terms will be binding on the may modify or improve Services, Software and Equipment
permitted successors and assigns. Neither party may transfer during the term.
or assign these Terms without the prior written consent of the 13.9 Notices: Entire Agreement: Survival: Signature: All
other, not to be unreasonably withheld, except that Intrado notices must be in writing and delivered to the address
may assign these Terms to an Affiliate or to an acquirer of all below. Notices are effective on receipt when sent by certified
or part of its business or assets without consent. or registered U.S. Mail, charges prepaid, return receipt
13.5 Applicable Law and Remedies: These Terms are requested or when delivered by hand, overnight courier or fax
governed by Colorado law, without regard to choice of law with confirmed receipt. These Terms constitute the entire
principles. Each party waives all rights to a jury trial. agreement and supersede any prior written or oral
Injunctive relief will apply to any breach of Section 5 or 10. All agreements or understandings related to its subject matter.
rights and remedies are in addition to any other rights or Sections titled Invoice and Payment, Confidentiality, Limited
remedies at law or in equity, unless designated as an Warranty, Limitation of Liability, Indemnification, Intellectual
exclusive remedy in these Terms. Each party will be entitled Property and Miscellaneous will survive termination of these
to the same governmental or other immunity or other Terms. These Terms may be executed in counterparts, by
protections afforded by any law, rule or regulation to the other facsimile or electronically, and is not enforceable unless
executed by both parties.
Web Terms for•Services,Software and Equipment September 3,2014 Page 3
EXHIBIT A
Software, Equipment and On-Site Services Terms
These terms ("Terms") apply to Software, Equipment and On-Site Services if ordered in a Quote. These Terms are in addition
to, and do not modify the terms of the other parts of the Agreement to which this Exhibit is attached. If any of these Terms
conflict with the Agreement or the Quote, these Terms will control as they relate to Software, Equipment and On-Site Services
only. Capitalized terms have the meaning defined in these Terms or, if not defined, the meaning set forth in the Agreement.
1 SOFTWARE. assistance and access to information. Any such audit shall
1.1 License Grant. Subject to these Terms and the not unreasonably interfere with Customer's normal business
Agreement, Intrado grants to Customer a personal, operations. Customer agrees to pay within 30 days of written
nonexclusive, nontransferable, non-sublicensable, license to notification any fees applicable to Customer's use of the
use the Software at the location ("Site") and on the number programs in excess of Customer's license rights. If Customer
of servers, workstations and users or other applicable metric does not pay, Intrado can end Customer's maintenance and
set forth in the Quote (the "Permitted Workstation(s)" or support, licenses and/or the Agreement. Customer agrees
"Permitted Use"), solely for Customer's internal purposes, to that Intrado shall not be responsible for any of Customer's
copy the Software onto a storage device attached to each costs incurred in cooperating with the audit.
Permitted Workstation, and to make one copy solely for 2 EQUIPMENT. Equipment will be shipped FCA Montreal,
backup and disaster recovery purposes. Canada (Incoterms 2000) upon completion of the
1.2 Ownership. Nothing herein will transfer or convey to manufacturing process. Unless otherwise specified by
Customer any right, title or interest in or to the intellectual Customer on the Quote, Intrado will ship Equipment in
property rights in the Equipment or the Software. The accordance with Intrado's customary method. All shipping
Software will be deemed Intrado IP, and all right, title and and handling charges will be prepaid by Intrado and charged
interest in and to the Software are vested in and will remain to Customer. Intrado will not be liable for any loss, damages
the property of Intrado or its licensors. All ideas, concepts, or penalties for delay or failure in delivery for any cause.
methods, know-how and techniques related to the Software 3 ON-SITE SERVICES.
will remain the sole property of Intrado. The Software is 3.1 Intrado Obligations. If Intrado performs On-Site
being licensed to Customer only. Customer agrees not to Services, such as installation ("Installation"), site survey,
claim or contest the title or ownership of Intrado or its project management, training or cutover services (as
licensors in or to the Software or the intellectual property applicable, "On-Site Services"), Intrado will:
rights therein.
(a) If Installation is purchased, install and perform
1.3 Restrictions. Customer will not itself, or through any acceptance testing on the Software and Equipment at the
Affiliate, agent or other third party: (a) sell, lease or Site in accordance with Intrado's normal installation and
sublicense or otherwise transfer the Software; (b) decompile, testing practices.
disassemble, reverse engineer or otherwise attempt to derive
source code from the Software; (c) modify or enhance the (b) If training is purchased, perform training as specified in
Software or write or develop any derivative software or any the Quote.
other functionally compatible, substantially similar or (c) Designate a project manager with authority, competence
competitive products; (d) network the Software or use the and responsibility to communicate information to Intrado and
Software to provide processing services to third parties, to act as liaison between Intrado and Customer.
commercial timesharing, rental or sharing arrangements or 3.2 Customer Obligations. If On-Site Services are ordered,
otherwise use the Software on a service bureau basis; (f) Customer will, at its expense:
provide, disclose, divulge or make available to, or permit use
of the Software by any third party without Intrado's prior (a) Designate a general project coordinator, with authority,
written consent; or (g) use or copy the Software except as competence and responsibility to communicate information
permitted hereunder. to Intrado and to act as liaison between Customer and
Intrado.
1.4 Term and Termination. The license granted hereby will
remain in force until terminated, if at all, due to a material (b) Provide unobstructed access for the installation and
breach by Customer that is not cured within 15 days testing of the Software and Equipment (collectively,
following notice. Termination of the license granted hereby System") throughout the Site consistent with the
will not limit Intrado from pursuing all remedies available to it, requirements of installation and testing, including obtaining
including injunctive relief, nor will such termination relieve the necessary consent from the landlord, the building owner,
Customer's obligation to pay all fees that have accrued or the mortgager and/or any other third parties having an
are otherwise owed by Customer under the Agreement. interest in the installation Site to install the Software and
Upon termination, Customer will to the extent applicable (a) Equipment, and to assist Intrado in obtaining any other
cease using the Software, and (b) certify to Intrado within necessary approvals and permits for same.
one month after termination that Customer has destroyed or (c) Monitor acceptance testing.
has returned to Intrado the Software and all copies. This (d) Provide access for installation of cable and Equipment
requirement applies to copies in all forms, partial and throughout the Site.
complete, in all types of media and computer memory, and (e) Ensure that any Equipment provided by Customer meets
whether or not modified or merged into other materials.
Intrado's specifications.
1.5 Audit. Upon 45 days written notice, Intrado may audit
Customer's use of the Software. Customer agrees to
cooperate with Intrado's audit and provide reasonable
Web Ternis for Services,Sofhnare and Equipment September 3,2014 Page 4
(f) Provide, within the Site, suitable and easily accessible Intrado has completed shipping obligations. If Intrado is
floor space to permit for secure storage of tools, test sets, performing Installation, then Customer will provide Intrado
lockers and employees' personal effects. with a written notice of acceptance or rejection, based on a
(g) Ensure that the Site will meet all temperature, humidity Severity Level 1 or 2 failure, within ten calendar days after
controlled, air-conditioned, and other environmental Intrado's notice of System Cutover ("Notification Date"),
requirements set forth in the applicable specifications and which acceptance will not be unreasonably withheld or
will be dry and free from dust in such condition as not to be conditioned. If Customer does not accept the Software and
injurious to the employees or agents of Intrado or the Equipment, it will notify Intrado in writing within ten calendar
Software or Equipment to be installed. days of the Notification Date and will specify the Severity
Level 1 or 2 failure with respect to the specifications. Intrado
(h) Provide all patching, painting, openings, conduits, floor will use commercially reasonable efforts to promptly
reinforcements or other mechanical modifications pertinent to diagnose and correct all identified failures and the
the installation. acceptance process will be repeated until the System is
(i) Provide ample electric current of proper voltage for any accepted. If Customer fails to provide written notice of
necessary purpose suitably terminated in a room where it is rejection as stated above within the time stated above,
required, including properly grounded copper cold water pipe acceptance will be deemed to have occurred. "System
before meter ground at the Site as specified by Intrado. Cutover" will mean the first date that the Software and
0) Provide an exclusive VPN tunnel to allow for remote Equipment is used for live call-taking or dispatching. If the
diagnostics and a modem for establishing the remote access Software and/or Equipment is being installed at multiple
by Intrado. sites, the above acceptance process will apply to each site.
The date of acceptance of the first site will be referred to as
(k) Dispose of all Software and Equipment packing material. the "Acceptance Date." Nothing in this Exhibit A or the
(1) Provide staff if required at what may end up being Agreement will prevent Intrado from measuring the delivery
nonstandard work times (early, late and weekends). of its obligations according to milestones established by
(m) Maintain, at all times, a procedure, external to the Intrado and/or agreed upon with the Customer, which may
Software and Equipment, for the reconstruction of lost or include but not be limited to the payment schedule in Section
altered files, data, or programs deemed necessary by 6 below or individual site acceptance, and Customer agrees
Customer. to cooperate in acknowledging the completion of such
(n) Ensure that Intrado is advised and informed in a timely milestones.
and detailed fashion of any problems with the Software or 5 LIMITED WARRANTY
Equipment. 5.1 Subject to the provisions of this paragraph, Intrado
(o) Provide Intrado with any information required under warrants that the Intrado Software and Equipment will
these Terms for the performance of same. perform substantially in accordance with Intrado's
(p) Ensure Customer's third party vendors collaborate with specifications for 12 months from the Acceptance Date.
Intrado will, at its sole discretion and as Customer's sole
Intrado in a reasonable and timely manner. remedy, repair or replace the problem Software and
(q) Ensure proper staff is On-Site for technical training, if Equipment, provided that the problem can be reproduced on
applicable. either Intrado's or Customer's systems. Replacement parts
(r) Be responsible for any modification, changes, or repairs are warranted to be free from defects in material and
to any wall covering, cut outs or modifications to furniture workmanship for 90 days or for the remainder of the limited
needed during or after the installation of equipment. warranty period of the Intrado Equipment they are replacing,
3.3 Exclusions, Changes. If On-Site Services are whichever is longer.
prevented, interrupted or delayed due to Customer's failure 5.2 The limited warranty includes remote support services
to meet its obligations stated above, or if Customer (help desk) during the warranty period.
unexpectedly delays or changes the agreed-on schedule for 5.3 Freight costs to ship defective Equipment and/or
On-Site Services, Customer will be responsible for applicable Software to Intrado are borne by Customer, with return of
travel and lodging costs, charges at Intrado's standard hourly replaced or repaired Equipment and/or Software to be at
rates for the time during which such On-Site Services were Intrado's expense.
prevented, interrupted or delayed, any other direct costs 5.4 Intrado will not be obligated to repair or replace any
incurred by Intrado, and Intrado then-current rescheduling Software or Equipment which (i) has been repaired by
fees (currently $300 per person day of time scheduled to be others; (ii) has been abused or improperly handled, stored,
On-Site). Intrado will not be deemed to be in default nor be altered, or used with third party material or equipment; (iii)
held responsible for any delays or failures resulting from an has been subject to power failures or surges, lightning, fire,
event of Force Majeure or for any delays resulting from flood or accident; or (iv) has not been installed by Intrado or
Customer or any of Customer's third party vendors or from a Intrado authorized technician.
Customer's obligations stated above. Changes to the design
or installation plan by Customer after the original Quote will 5.5 Intrado will pass through to Customer any and all
be considered a request for a change order. Upon receipt of warranties provided by third party manufacturers for products
a request for a change order, Intrado will within ten business supplied to Customer by Intrado under these Terms.
days either accept or refuse the request for a change order Customer' s access to and use of third party Equipment and
and will issue a new quote to cover any costs, if applicable, Software will be and remain subject to all terms, conditions
associated with the change order, and licenses imposed by the manufacturers and/or third
4 ACCEPTANCE. Unless Intrado is performing Installation,
party licensors of such third party Equipment or Software and
Customer will comply with same.
the Software and Equipment will be deemed accepted when
Web Terms for Services,Software and Equipment September 3,2014 Page 5
6 PAYMENT Software, Equipment and On-Site Services, as well as the
6.1 If Installation is not purchased, then all fees are due years of Maintenance and Support Services ordered under
upon shipment. the Quote, according to the following terms (which will
6.2 If Installation is purchased, Customer will pay supersede any terms in the Quote).
according to the following terms (which will supersede any 6.4 Cancellation Fees. Should Customer cancel any
terms in the Quote): Software, Equipment or On-Site Services, Customer agrees
to pay to Intrado cancellation charges, not as a penalty, an
• 30%- upon acceptance of Customer's order amount equal to 25% of the purchase price of the cancelled
• 30%- upon shipment order. Anything that has been specifically developed for
• 30% - upon System Cutover Customer, including any special order or custom Software or
Equipment, is not cancellable. Cancellation or rescheduling
• 10%-upon Acceptance Date is not permissible after shipment. Delays by Customer to
delivery, Installation services, or acceptance testing that in
6.3 Maintenance and Support Services shall be payable as the aggregate exceed six months may, in Intrado's
stated in the Quote, as follows: either (i) in advance discretion, be treated as a cancellation of the order and be
according to the above percentage breakdown, or (ii) subject to the greater of the above fees or Intrado's total
annually in equal payments, which payments shall be due expenses allocated to the project through such date.
upon each anniversary of System Acceptance. 6.5 Payments Final. All amounts paid are final and
If INSTALLATION IS NOT PURCHASED, Customer will pay nonrefundable. Equipment and Software may be returned
to Intrado the total amounts identified on the Quote for only pursuant to a valid warranty claim or as permitted as
Software, Equipment and On-Site Services, as well as the part of Maintenance and Support Services.
years of Maintenance and Support Services ordered under 7 THIRD PARTIES. Customer covenants and undertakes to
the Quote, upon execution of the Agreement. take all reasonable precautions to prevent third parties from
IF MAINTENANCE IS PREPAID: Customer will pay to using the Software or Equipment in any way that would
Intrado the total amounts identified on the Quote for constitute a breach of these Terms or the Agreement.
Web Terms far Services,Software and Equipment September 3,2014 Page 6
Exhibit B
Intrado Call Handling CPE
Standard Maintenance and Support Services ("MSS Terms")
These Maintenance and Support Services terms ("MSS Terms") describe the current offerings for maintenance and
support services for Intrado Call Handling equipment and software sold to a customer ("System"). These MSS Terms
apply to any of the services described below that appear on an Intrado quote ("Quote"). These terms are in addition to,
and do not modify the terms of the applicable agreement between the parties ("Agreement"). If any of these MSS Terms
conflict with the Agreement or the Quote, the terms of the Quote will prevail as they relate to the MSS Terms only and
the MSS Terms will prevail over the terms of the Agreement. All capitalized terms not defined in these MSS Terms will
have the meanings set out for such terms in the Agreement.
Intrado's standard limited warranty runs for twelve (12) months from acceptance. This limited warranty includes
Software Protection and Remote Technical Support during the warranty period.
The following are the current Intrado service offerings:
• Software Protection and Remote Technical Support
• Software Subscription Service
• On-Site Support Services
• Hardware Protection Service
• Remote Monitoring of Sentry Alarms Services
Also included in Table 1 (attached) are Response Time Goals and Severity Levels
General Note: Please note that for all services described in these MSS Terms, Intrado will not be obligated to repair
or replace any software or equipment which (i) has been repaired by others; (ii) has been abused or improperly
handled, stored, altered, or used with third party material or equipment; (iii) has been subject to power failures or
surges, lightning,fire, flood or accident; or(iv) has not been installed by Intrado, an Intrado authorized technician, or
by Customer or its agent in an approved manner.
Web Terms for Services,Softuvare and Equipment September 3,2014 Page 7
Software Protection and Remote Technical Support
Availability:
Included in the standard warranty, and a mandatory requirement for the receipt of any technical support after the
warranty period.
Offering Summary:
Bundled offering which provides access to software maintenance releases as well as remote technical support that
allow for 24x7x365 assistance from Intrado's centralized Support Center for the Intrado System. Customer may not
purchase Software Protection and Remote Technical Support for a subset of the Intrado System; all 911 call taking
positions must be covered.
About Software Protection:
This offering provides for the availability of software product updates. Installation and training (if needed) are not
included. Any required hardware or operating system changes are also not included.
Intrado will provide periodic software release bulletins to customers which announce and explain important product
updates for Intrado Software. Customers may then request the new release or version from Intrado, based on
applicability of the release to Customer's System. Customer is responsible for installation of all these releases, unless
the On-Site Maintenance Service is purchased. If On-Site Maintenance has not been purchased and the customer
prefers to have Intrado deploy a new release, Intrado will dispatch appropriate personnel to perform the upgrade on a
mutually agreed upon date at Intrado's then current prices for such services.
The customer is encouraged to periodically install new Software updates. Software releases are available for a limited
time. If the System is not maintained to a currently supported equipment and software version, future software releases
may not be compatible with customer's existing System.
Remote Technical Support:
Support is provided by associates who specialize in the diagnosis and resolution of system performance issues.
Remote Technical Support is available 24/7 through both a toll free hotline and a secure customer Internet portal. All
service inquiries are tracked by a state-of-the-art CRM trouble ticket system that can be queried by customers through
the online portal to obtain the most up-to-date status on their issues.
Response times for Remote Technical Support are based on system issue severity levels as defined in Table 1
(attached). Problems which are not resolved within predefined time limits are automatically escalated to management
within Sales, Product Management and Engineering for action.
Intrado Responsibilities:
• Respond to service requests based on appropriate severity level response goals.
• Assess the system issue(s).
• Apply technical expertise, knowledge and resources to restore system to functionality, or assist customer to
apply the identified fix.
• Escalate issues for review when required.
• Communicate progress and resolution with the specific customer contact.
• Provide to the customer bulletins announcing the availability of software releases, and deliver software in disc
form to the customer as requested.
Customer Responsibilities:
• Log all requests for assistance directly with the Technical Support Center, either through the toll-free hotline or
the online portal.
• Provide the following information when initiating a service request:
• Site Name/ ID number/Agency Location
• Contact Name and Number
• Problem Description
• Ensure that the individual requesting support is appropriately trained and knowledgeable regarding the
operation of the System.
• Provide additional symptoms and information as they occur pertinent to resolving systems issues.
• Respond to Intrado communications regarding case status and resolution in a timely manner.
Web Terrns for Services,Software and Equipment September 3,2014 Page 8
• Allow Intrado remote access to obtain system availability and performance data. If remote access capability is
not available, the purchase of On-Site Support Services may be required.
• Notify Intrado before performing any activity that may impact the System (including software installation,
hardware upgrades, network upgrades or de-activation).
• Store and maintain all software needed to restore the system as well as all system back-ups.
• Install software
Conditions not covered under this Service offering:
• Assistance with third-party software or hardware not provided by Intrado.
• Assistance with user configuration, usage scenarios and items covered in standard end user training or
operating manuals provided to the customer. This includes any moves, adds or deletes to the user
configuration which has resulted in system performance issues. Support for these subjects is available through
purchase of end-user training curriculum.
• Assistance with equipment configuration change requests not associated with problems on the installed Intrado
equipment.
• Intrado installation support. Installation services can be purchased separately from Intrado.
• Assistance with Geographic Information Systems (GIS) data updates performed by the end user, or resulting
problems.
• Consultation for new software or equipment.
• Software does not provide new features or functionality upgrades.
• Corrections of problems, and assistance regarding problems, caused by third party software and operator
errors, including the entry of incorrect data and the maintenance of inadequate back-up copies and improper
procedures.
• Upgrade of the customer's operating system, hardware or third party software may be required from time to
time to support Maintenance Releases. Intrado will not be responsible for the cost of such upgrade.
Reinstatement of Intrado Software Protection and Remote Technical Support
If Software Protection and Remote Technical Support lapses, the customer's access to the Support Center will be
discontinued, and reinstatement fees will apply as follows if the customer desires to receive any technical support
services:
• Payment for the lapsed period at the prevailing rate; plus
• Purchase of Software Protection and Remote Technical Support for the current period; plus
• System recertification fees in the form of a Class A inspection at $1,500 per day plus related travel and
expense charges
Web Terms for Services,Software and Equipment September 3,2014 Page 9
Ii
I
Software Subscription Service
Availability:
Not included in the standard warranty. Available for separate purchase only if(i) customer's System software is current,
or(ii) the services are purchased for a new system deployment or for a specific system component purchase.
Service Description:
Software Subscription Service provides the customer with access to software upgrades including new features. This
offering only provides for the availability of the software. Installation and training (if needed) are not included. Any
required hardware or operating system changes are also not included.
Intrado will provide periodic software release bulletins to customers which announce and explain new feature releases
for Intrado Software. Customers may then request the new release or version from Intrado, based on applicability of the
release to Customer's System. The customer is responsible for installation of all these releases, unless the On-Site
Maintenance Service is purchased. If On-Site Maintenance has not been purchased and the customer prefers to have
Intrado deploy a new release, Intrado will dispatch appropriate personnel to perform the upgrade on a mutually agreed
upon date at Intrado's then current prices for such services.
The customer is encouraged to periodically install new Software releases because to keep the System current.
Software releases are available for a limited time; if the System is not maintained to a currently supported equipment
and software version, future software releases may not be compatible with customer's existing System.
Intrado Responsibilities:
• Provide to the customer bulletins announcing the availability of software releases, and deliver software in disc
form to the customer as requested.
Customer Responsibilities:
• Contact an Intrado Sales account representative to order an available software release.
• Install the software.
Conditions not covered under this Service offering:
• Consultation for new software or equipment.
• Corrections of problems, and assistance regarding problems, caused by third party software and operator
errors, including the entry of incorrect data and the maintenance of inadequate back-up copies and improper
procedures.
• Upgrade of the customer's operating system, hardware or third party software may be required from time to
time to support New Releases, Maintenance Releases or Upgrades of the Software. Intrado will not be
responsible for the cost of such upgrade.
Web Terms for Services,Sofhvare and Equipment September 3,2014 Page 10
On-Site Support Services
Availability:
Not included in the standard warranty. Available for separate purchase.
Service Description:
On-site Support Services are primarily designed to assist with issues that require System expertise in troubleshooting
and restoration at the customer's location.
On-site Support Services include travel costs and time and labor related to the service incident. Also included in the
service are quarterly on-site preventative and routine maintenance reviews (four per year) of the customer's Intrado
System. These maintenance visits can include the installation of routine updates to software. Training, configuration
changes, reprogramming and System upgrade labor are not included in this offering, but are available for purchase.
On-Site Support Services options include the designation of a technician dedicated specifically to the customer's
deployment(s), or alternately a non-dedicated resource available for use with other customers. Intrado may engage
third-party vendors to provide the On-Site Support Services.
Regardless of designation, the response times of On-Site Support Service technicians are based on system issue
severity levels as defined in Table 1 (attached).
Intrado Responsibilities:
• Dispatch a technician to customer's site when the issue cannot be resolved remotely.
• When on-site, assist customer in performing System diagnostics.
• Provide on-site technician visit on a quarterly basis to perform preventative and routine maintenance activities.
Customer Responsibilities:
• Perform responsibilities as detailed in the Remote Technical Support section (above).
• Brief on-site technician on issue(s) and actions taken.
• Allow Intrado both on-site and remote access to the System.
• Validate issue resolution prior to close of the case.
• Cooperate with Intrado and perform all acts that are reasonable or necessary to enable Intrado to provide the
On-Site Support Services. These include maintaining a suitable environment (heat, light, and power) and
providing the technician with full, free, and safe access to the System. All sites must be accessible by standard
service vehicles.
Conditions not covered under this Service offering:
• Assistance with third-party software or hardware not provided by Intrado.
• Assistance with user configuration, usage scenarios and items covered in standard end user training or
operating manuals provided to the customer. This includes any moves, adds or deletes to the user
configuration which has resulted in system performance issues. Support for these subjects is available through
purchase of end-user training curriculum.
• Intrado Hardware / Software System Upgrade support (other than associated with a Software Subscription
Service). Upgrade services can be purchased separately from Intrado.
• Intrado installation support. Installation services can be purchased separately from Intrado.
• Assistance with Geographic Information Systems (GIS) data updates performed by the end user, or resulting
problems.
lVeb Terms for Services,Sofhvare and Equipment September 3,2014 Page 11
Hardware Protection Service
Availability:
This service is not included in the standard warranty. It is available for separate purchase.
Service Description:
The Hardware Protection Service provides for the replacement of any non-operating Intrado provided hardware
component, with the exception of monitors. This offering only provides for the replacement of the hardware item.
Installation services and training (if needed) are not included. This service does not cover items where warranty has
been voided due to abuse, Force Majeure or other actions.
When the Intrado Technical Support Center concludes that an item is non-operational, a fully functioning new or
refurbished unit will be shipped to the customer. This unit will then become the property of the customer and will
restore the functionality of the non-working item, but it may not be the exact same model as the original. The
shipment of the replacement item will include a pre-printed shipping label used for the return of the non-working item
from the customer.
Intrado Responsibilities:
• Once a hardware item has been determined to be non-operational, initiate the replacement of the item.
• Providing a pre-printed return label to the customer for use in their return of the original non-functioning unit
back to Intrado.
Customer Responsibilities:
• If a replacement unit has been provided by Intrado, the customer will return the non-functioning unit within 30
days of new item receipt.
Conditions not covered under this Service offering:
• Replacement of non-operation hardware not provided by Intrado.
• Replacement of non-operational workstation monitors.
• Hardware items deemed to be non-functional as a result of abuse, Force Majeure or other actions.
• Installation of the replacement hardware.
Suspension of Intrado Hardware Protection Coverage:
If the original non-functioning hardware is not returned within 30 days after receipt of a replacement item, the
customer's ability to use Service will be suspended. The Service will be reinstated upon receipt of the non-functioning
hardware.
Suspension of the Service can also occur as a result of non-payment for the Hardware Protection maintenance
contract.
Web Terms for Set-vices,Softivare and Equipment September 3,2014 Page 12
Remote Monitoring of Sentry Alarms Services
Availability:
Not included in the standard warranty. Available for separate purchase.
Service Description:
Intrado offers Remote Monitoring of the System through a remote centralized network systems management solution,
also known as "Intrado Sentry". Intrado Sentry monitors all Intrado products as well as most third party equipment, and
forwards alarms and alerts to a centralized Intrado Network Operations Center for monitoring. This Service requires the
purchase of Intrado Sentry hardware from Intrado.
Intrado's Technical Support Center will receive the remote customer alarms and alerts 24x7x365 notifying Intrado of
any irregular behavior including faults and performance threshold crossings requiring attention. Minimum action
includes contacting of either the customer directly or the assigned on-site service personnel to provide the appropriate
technical response.
Automatic remote troubleshooting of the alarm is performed only if Remote Technical Support are purchased.
The dispatching of Intrado technician support after an alarm is received and troubleshooting has been performed is
available only if On-Site Support Services are purchased.
Intrado Responsibilities:
• Remote Monitoring of customer based PSAP Equipment
• Contacting of either the PSAP directly or their assigned on-site service personnel upon receipt of the alarm.
• Clearing of the alarm upon notification of the customer.
Customer Responsibilities:
• Establish business rules regarding alarm notifications and escalation conditions within the Sentry system
• Designation of customer contact points or its assigned on-site service personnel.
Web Terms for Services,Software and Equipment September 3,2014 Page 13
Response Time Goals and Severity Levels
Table 1: Remote Technical and On-Site Support Services Response-Time Goals by Severity Levels
As of 09.03.2014
REMOTE ON-SITE
SEVERITY LEVEL DEFINITION RESPON
TIMESE R S MESE PROBLEM CORRECTION
GOAL GOAL"
Intrado will provide the customer with
a program code correction, program
code patch, or a procedure for the
I Severity Level 1 problems involve a System customer to bypass or work around the
failure and a major loss of functionality that 15 4 hours defect in order to continue operations.
Product Failure or renders the entire System inoperable. minutes If a bypass procedure is used, Intrado
Loss of Service will continue defect resolution activity,
on a high severity basis, until a
program correction code or patch is
provided to the customer.
Severity Level 2 problems involve the Intrado will provide the customer a
failure or loss of functionality of non- program code correction,program code
2 critical functional components or features, patch, or a procedure for the Customer
while the System itself remains operable. to bypass or work around the defect to
Severely I 4 hours continue operations. If a bypass
Impaired Severity Level 2 involves a major impact hour procedure is used,Intrado will continue
functionality such as a loss of 50%of call taking capacity problem or defect resolution activity,
(more than 50%) or a loss of all of dispatch or the loss of a on a high severity basis, until a
major functionality (e.g. no delivery of program correction code or patch is
either ANI or ALI). provided to the customer.
This class of problem requires action from
the Call Center within a short time.
3 Severity Level 3 problems may cause
performance degradation or system 8 Business Next Intrado will provide the customer with
Non-Critical components to malfunction hours Business a program code correction in a
.
System Failure Day maintenance release
(Less than 50%) Severity Level 3 may involve one position
non-functioning.
This class of problem is non-Service
Affecting and includes problems such as
4 incorrect operation of a minor functionality Next Code correction may be provided in a
or System component that is infrequently Next Business future maintenance release or a
Minor Issue used,and problems that have feasible work- Business day Day commercially reasonable effort to
around available(e.g. incorrect operation of provide a work around solution.
a functionality of 911 without loss of all of
dispatch).Core functionality is not affected.
5 This is not a class of problem, but is an 2 business Does not Does not apply.
Inquiry inquiry only. days apply pp y'
*On-site response time goal is based on the time from which Intrado determines an on-site technician is necessary.
Web Terms for•Services,Sofht,are and Equipment September 3,2014 Page 14
Exhibit C
Confidentiality and FOIA
Except to the extent disclosures are required under applicable freedom of information or public records laws or regulations,
the terms of this Exhibit C — Confidentiality and FOIA will apply to information disclosed under these Terms. Customer may
disclose the Intrado's Confidential Information only to the extent required by applicable law or regulation. Customer will give
sufficient notice to Intrado to allow Intrado to claim applicable exemptions, make applicable objections or seek appropriate
limits or restrictions on use and disclosure of its Confidential Information.
1. Definitions: "Confidential Information" means all information disclosed by or on behalf of either party ("Disclosing Party")
to the other party ("Recipient") that is marked as confidential or proprietary or that by its nature or context constitutes
information that a reasonable business person would treat as proprietary, confidential, or private, even if not so marked.
Confidential Information includes, but is not limited to a party's financial, business, technical, marketing, sales, customer,
product, pricing, strategy, personnel, software, systems, methods, processes, practices, intellectual property, trade
secrets, software, data, contract terms or other business information. "Affiliate" means any person or entity directly or
indirectly controlled by, controlling or under common control of a party.
2. Exclusions: Confidential Information does not include any information that: (a) was or becomes generally available to
the public through no breach of these Terms; (b) was previously known by Recipient or is disclosed to Recipient by a
third party without any obligation of confidentiality; or (c) is independently developed by the Recipient without the use of
Disclosing Party's Confidential Information.
3. Use and Disclosure: Recipient and its employees, Affiliates, agents and contractors will: (a) use the Confidential
Information only for the Agreement; (b) disclose the Confidential Information only to its employees, Affiliates, agents, and
contractors with a "need to know" for the Agreement; (d) use the same standard of care to protect Disclosing Party's
Confidential Information as Recipient uses to protect its own similar confidential or proprietary information, but not less
than reasonable care appropriate to the type of information; (e) reproduce Disclosing Party's confidentiality or proprietary
notices, legends or markings on all copies or extracts of Confidential Information; and (f) use and disclose the
Confidential Information as authorized in writing by the Disclosing Party. Recipient is responsible for compliance with
these Terms by its employees, Affiliates, agents and contractors.
4. Required Disclosure: If required to disclose any Confidential Information by law or court order, Recipient will promptly
notify the Disclosing Party(unless prohibited by law) and cooperate with Disclosing Party, at Disclosing Party's expense,
to seek protective orders or appropriate restrictions on use and disclosure. The Section titled Use and Disclosure does
not apply to disclosure required under this Section.
5. Return or Destruction: Within 30 days after termination of the Agreement or written request of Disclosing Party,
Recipient will return or destroy Disclosing Party's Confidential Information. Recipient will certify return or destruction if
requested by Disclosing Party. Recipient may retain Disclosing Party's Confidential Information to the extent required by
law. This Exhibit C will survive and continue to apply to Disclosing Party's Confidential Information that is not reasonable
to return or destroy (for example, retained in archive or back up systems) as long as it is retained by or for Recipient.
Web Terms for Services,Software and Equipment September 3,2014 Page 15
inUradocdl
WEB TERMS FOR SERVICES,SOFTWARE AND EQUIPMENT
As OF APRIL 29,2014
These Website Terms for Services, Software and Equipment apply to sales made by Intrado Systems Corp. and Intrado
Inc. (if in the United States) or Intrado Canada, Inc. (if not in the United States) (as applicable, "Intrado") to the customer
issuing a purchase order to Intrado("Customer"), as of the date of such purchase order("Effective Date"). These terms consist
of these terms and conditions and any orders or statements of work referencing these terms or issued by Customer to Intrado,
and any quotes from Intrado to Customer on which a purchase order is based (each, an "Order") describing the Intrado
services ("Services"), software object code and accompanying documentation ("Software") and/or hardware or other
equipment ("Eauipment") that Intrado agrees to provide to Customer. "Affiliate" has the meaning in Rule 405 of the U.S.
Securities Act of 1933, as amended.
The terms of any separate agreement executed by the parties and applicable to a purchase
will supersede these Terms.
1 TERM: These Terms will continue from the Effective reasonable costs of collection (including attorney fees).
Date until the expiration or termination of the latest-ending Intrado may change payment terms or require a deposit upon
Order. an adverse change in Customer's financial condition or
2 EQUIPMENT,SOFTWARE AND ON-SITE SERVICES payment record.
2.1 To the extent that an Order provides for the sale of 4.5 Disputed Invoices: Customer may withhold only good
Equipment, the licensing of Software, or the provision of site faith disputed amounts, not to exceed one month's recurring
survey, installation, project management or similar Services, fees for the Service, and will pay all other amounts when due.
the terms in Exhibit A will apply. Customer must notify Intrado within 15 days of any disputed
invoice, specifying the nature of the dispute. The parties will
3 MAINTENANCE AND SUPPORT SERVICES try in good faith to resolve any disputed invoices within 30
3.1 To the extent that an Order provides for maintenance days.
and support services for the Equipment and Software, 5 CONFIDENTIALITY: Exhibit C — Confidentiality and FOIA
("Maintenance and Support Services"), such Services will be applies to disclosure and use of confidential information
provided in accordance with Intrado's then-current exchanged under these Terms and disclosures required by
Maintenance and Support Services terms. The current applicable freedom of information or public records laws.
version is attached as Exhibit B. 6 LIMITED WARRANTY
4 PAYMENT 6.1 Warranty: Intrado warrants that Services will be
4.1 Invoices: Customer will pay the fees described in provided in a workmanlike manner, in accordance with
Orders. Intrado bills recurring fees monthly and non-recurring industry standards and by individuals with suitable skills and
fees within 30 days of the Order effective date (except as abilities. Except as provided in an Order, Services will be
specified in an Order). Invoices may be transmitted deemed accepted when performed. Intrado does not warrant
electronically and are payable via electronic funds(ACH, EFT products, equipment, hardware, or software used to provide
or wire transfer)within 30 days of invoice date, without setoff the Services but not manufactured by Intrado. Upon request,
or deduction. Requested Services performed by Intrado Intrado will pass through to Customer any applicable third
before an Order effective date or outside the scope of the party warranties to the extent permitted by such third party.
Order will be billed at Intrado's then-current rate (except as See Exhibit A for additional limited warranties on Equipment
otherwise specified in an Order). Intrado will apply payments and Software, if applicable.
to the oldest outstanding invoice. 6.2 Disclaimer: EXCEPT AS STATED IN THISSECTION,
4.2 Taxes: Customer will bear all applicable taxes, duties, INTRADO DISCLAIMS ALL EXPRESS OR IMPLIED
and other government charges relating to the Services WARRANTIES, INCLUDING WARRANTIES OF
(including applicable interest and penalties), except taxes MERCHANTABILITY, FITNESS FOR A PARTICULAR
based on Intrado's income. Any tax exemption must be PURPOSE, NONINFRINGEMENT, ACCURACY OR
supported by appropriate documentation. CONDITION OR LOSS OF DATA, NETWORK
4.3 Termination: Intrado's pricing is based on fees for the CONNECTIVITY, INTEROPERABILITY OR THAT THE
entire Order term. On early termination of an Order (except SERVICES OR RELATED SYSTEMS WILL BE
due to Intrado's default), Customer will pay for Services UNINTERRUPTED OR ERROR-FREE.
delivered and outstanding invoices, plus a termination fee 6.3 Customer Materials: Customer will provide information
equal to fees for the remaining Order term. "Recurring fees" reasonably requested by Intrado to perform the Services,
will equal the greater of (a) monthly minimum fees, if any, including as applicable: telecommunication or cell site
stated in the Order, or(b)the average monthly fee for the six specifications; Customer or third party databases; network
months before the notice of termination. Intrado has made architectures and diagrams; performance statistics; interfaces
pricing concessions based on the amount of recurring fees and access to Customer systems, including third party
for the term of the Order, and the termination fees are a fair systems; routing and network addresses and configurations
approximation of Intrado's damages, not a penalty. ("Customer Materials"). Customer warrants that(a)Customer
4.4 Late Payments: Invoices not paid when due will bear is solely responsible for the content and rights to the
interest from the due date at the lower of two percent per Customer Materials; (b) the Customer Materials will be
month or the highest allowable rate. Customer will pay all
Web Terms for Services,Software and Equipment September 3,2014 Page I
accurate; and (c) Intrado's use of the Customer Materials will reduced to practice, relating to the Services, Software and
not violate the rights of any third party. Equipment and any development, enhancement,
7 LIMITATION OF LIABILITY improvement or derivative works thereto except for the
7.1 Limitation: NEITHER PARTY WILL BE LIABLE FOR Customer Materials (collectively, including all intellectual
ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, property rights, "Intrado IP'). Intrado grants Customer a non-
CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOSS exclusive, non-transferable license during the term to use the
OF GOODWILL, DATA OR PROFITS, OR COST OF Intrado IP only to the extent required to utilize the Services,
COVER. THE TOTAL LIABILITY OF INTRADO FOR ANY subject to these Terms. Customer receives no other right,
REASON WILL BE LIMITED TO THE AMOUNT PAID BY title or interest in, to or under Intrado IP. Intrado IP is
CUSTOMER UNDER THE RELEVANT ORDER IN THE SIX Intrado's confidential information. Customer will cooperate to
MONTHS PRIOR TO THE CLAIM. take such actions reasonably requested to vest ownership of
7.2 Application: THESE LIMITS ON LIABILITY APPLY Intrado IP in Intrado. Software license rights are stated in
WHETHER THE CLAIM ARISES OUT OF BREACH OF Exhibit A, if applicable.
WARRANTY, CONTRACT, TORT, OR STRICT LIABILITY, 10.2 Restrictions; Reservation of Rights: Customer will not
AND EVEN IF THE DAMAGES ARE POSSIBLE OR disclose or allow access to Intrado IP, including without
FORESEEABLE. limitation, software and systems, by anyone other than
7.3 Time Limit: ANY SUIT MUST BE FILED WITHIN TWO Customer's employees and subcontractors who have a need
YEARS AFTER THE CAUSE OF ACTION ACCRUES. to access the Intrado IP and who are bound by law or written
agreement to comply with Customer's duties under these
8 INDEMNIFICATION Terms. Neither parry will reverse engineer, decompile,
6.1 Intrado Indemnity: Intrado will indemnify, defend and disassemble or translate the other party's intellectual property
hold harmless Customer from third-parry claims, actions, or confidential information. Each party reserves all rights to
suits, proceedings, costs, expenses, damages and liabilities, its intellectual property and confidential information.
including reasonable attorney fees and expenses 11 ON-SITE SERVICES: For any Services performed on
(collectively, "Claims") for physical injury or death or tangible Customer's premises, Customer will (a) provide appropriate
property damage to the extent caused by Intrado's gross facilities, access, furnishings, equipment, software,
negligence or willful misconduct. documentation, passwords and data; (b) maintain adequate
6.2 Customer Indemnity: Except to the extent prohibited by security, safety, utilities, and environmental standards; and
applicable law, Customer will indemnify, defend and hold (c) reimburse Intrado for its reasonable out-of-pocket
harmless Intrado, its Affiliates and their officers, directors, expenses, including coach class travel, business class
employees and agents from Claims (a) relating to the lodging, automobile rental, and meals, unless otherwise
Customer Materials or a breach of the section titled Customer provided in the Order. While on the other's premises, each
Materials; (b) relating to any Customer product or service; party will comply with the other party's written security rules
(c)for physical injury or death or tangible property damage to and regulations.
the extent caused by Customer's gross negligence or willful 12 INSURANCE: Each party will maintain: (a)Workers'
misconduct. Compensation insurance required by law; (b)employer's
6.3 Procedures: The indemnified party will (a)notify the liability insurance with limits of at least $500,000 for each
other party of any Claim; (b) relinquish control of the defense occurrence; (c)comprehensive automobile liability insurance
and settlement; and (c) assist the indemnifying party as if the use of motor vehicles is required, with limits of at least
reasonably requested. The indemnifying party may settle any $1,000,000 combined single limit for bodily injury and
Claim without the indemnified party's consent if the property damage for each occurrence; (d)Commercial
settlement does not affect the rights of the indemnified party. General Liability insurance, including Blanket Contractual
The indemnified party may participate in the defense at its Liability and Broad Form Property Damage, with limits of at
expense. least $1,000,000 combined single limit for bodily injury and
6.4 Immuni : If applicable and to the extent not prohibited property damage for each occurrence; (e) Professional
by applicable law, each Party will be entitled to not less than Liability or Errors and Omissions insurance of at least
the same benefits and protections afforded by any law, $1,000,000 for each occurrence; and (f) excess or umbrella
regulation or other applicable rule which extends protections liability at a limit of at least $5,000,000 per occurrence and
to the other Party in any form, including but not limited to aggregate in excess of the underlying coverage required
governmental or other immunity, indemnification, or other above. The CGL, employer liability, excess or umbrella
protection. Neither Party will object to or interfere with the liability, and automobile liability policies of each party will
assertion of such immunity by the other Party. designate the other party as an Additional Insured. On
9 TERMINATION FOR DEFAULT: If either party fails to cure a request, the other party will furnish certificates evidencing the
material default within ten days for late payments, or 30 days foregoing insurance. Each party will strive to notify the other
for other default, after notice specifying the default, the non- at least 30 days before any cancellation or termination of its
defaulting party may terminate the Agreement or applicable policy.
13 MISCELLANEOUS
Order, and pursue any other available remedies at law or
equity. The cure period will extend for 30 more days if Intrado 13.1 Force Majeure: Neither party is liable for delays or
uses good faith efforts to cure. defaults in its performance hereunder(except for its payment
10 INTELLECTUAL PROPERTY obligations) due to causes beyond its reasonable control,
10.1 Intrado IP: Intrado retains full and exclusive ownership including: acts of God or government; war, terrorism, fire or
of and all rights in, to and under its trademarks, service explosion; flood; extreme weather; epidemic; riots;
marks, tradenames and logos, and any design, data, embargoes; viruses; technology attacks; labor disturbances;
specification, know-how, software, device, technique, failure or unavailability of the Internet, telecommunications,
algorithm, method, discovery or invention, whether or not transportation, utilities or suppliers.
Web Terms for Set-vices,Software and Equipment September 3,2014 Page 2
13.2 Independent Contractors: Beneficiaries: The parties are party, and neither party will object to or interfere with the
independent contractors. No agency, joint venture or other parry's application of this sentence.
partnership is created under these Terms. These Terms 13.6 Compliance with Laws: Each party has or will timely
benefit Customer and Intrado only; there are no third parry obtain all consents, licenses, permits and certificates required
beneficiaries, including Customer's customers. to perform under these Terms. Each party will comply with
13.3 Interpretation: Conflict: Severability: "Including' means laws, rules, regulations and court orders applicable to it or the
including, without limitation. "Days" means calendar days. If Services. Intrado may cease or modify the Services or the
any terms of these Terms and an Order conflict, the Order terms as reasonably required to comply with changes in law.
will govern for that Order only. No preprinted purchase order 13.7 Advertising and Publicity: Neither party will use the
or other Customer form terms will apply, including any other party's name or marks in any press release,
conflicting terms on a Customer purchase order. Any advertisement, promotion, speech or publicity, without the
provision held unenforceable by a court will be enforced to other party's prior written consent, except that Intrado may
the fullest extent permitted by law and will not affect the other use Customer's name and marks in its customer lists, sales
provisions. No course of dealing or failure to exercise any or promotional materials without consent.
right or obligation is an amendment or waiver. These Terms 13.8 Affiliates; Changes: Services may be provided, in whole
may be modified or amended only in a writing signed by the or part, by Intrado or its Affiliates. Intrado Communications,
parties. Inc. may provide regulated portions of the Services. Intrado
13.4 Assignment: These Terms will be binding on the may modify or improve Services, Software and Equipment
permitted successors and assigns. Neither party may transfer during the term.
or assign these Terms without the prior written consent of the 13.9 Notices; Entire Agreement; Survival; Signature: All
other, not to be unreasonably withheld, except that Intrado notices must be in writing and delivered to the address
may assign these Terms to an Affiliate or to an acquirer of all below. Notices are effective on receipt when sent by certified
or part of its business or assets without consent. or registered U.S. Mail, charges prepaid, return receipt
13.5 Applicable Law and Remedies: These Terms are requested or when delivered by hand, overnight courier or fax
governed by Colorado law, without regard to choice of law with confirmed receipt. These Terms constitute the entire
principles. Each party waives all rights to a jury trial. agreement and supersede any prior written or oral
Injunctive relief will apply to any breach of Section 5 or 10. All agreements or understandings related to its subject matter.
rights and remedies are in addition to any other rights or Sections titled Invoice and Payment, Confidentiality, Limited
remedies at law or in equity, unless designated as an Warranty, Limitation of Liability, Indemnification, Intellectual
exclusive remedy in these Terms. Each party will be entitled Property and Miscellaneous will survive termination of these
to the same governmental or other immunity or other Terms. These Terms may be executed in counterparts, by
protections afforded by any law, rule or regulation to the other facsimile or electronically, and is not enforceable unless
executed by both parties.
Web Terms for Services,Software and Equipment September 3,2014 Page 3
EXHIBIT A
Software, Equipment and On-Site Services Terms
These terms("Terms")apply to Software, Equipment and On-Site Services if ordered in a Quote. These Terms are in addition
to, and do not modify the terms of the other parts of the Agreement to which this Exhibit is attached. If any of these Terms
conflict with the Agreement or the Quote,these Terms will control as they relate to Software, Equipment and On-Site Services
only. Capitalized terms have the meaning defined in these Terms or, if not defined,the meaning set forth in the Agreement.
1 SOFTWARE. assistance and access to information. Any such audit shall
1.1 License Grant. Subject to these Terms and the not unreasonably interfere with Customer's normal business
Agreement, Intrado grants to Customer a personal, operations. Customer agrees to pay within 30 days of written
nonexclusive, nontransferable, non-sublicensable, license to notification any fees applicable to Customer's use of the
use the Software at the location ("Site") and on the number Programs in excess of Customer's license rights. If Customer
of servers, workstations and users or other applicable metric does not pay, Intrado can end Customer's maintenance and
set forth in the Quote (the "Permitted Workstation(s)" or support, licenses and/or the Agreement. Customer agrees
"Permitted Use"), solely for Customer's internal purposes, to that Intrado shall not be responsible for any of Customer's
copy the Software onto a storage device attached to each costs incurred in cooperating with the audit.
Permitted Workstation, and to make one copy solely for 2 EQUIPMENT. Equipment will be shipped FCA Montreal,
backup and disaster recovery purposes. Canada (Incoterms 2000) upon completion of the
1.2 Ownership. Nothing herein will transfer or convey to manufacturing process. Unless otherwise specified by
Customer any right, title or interest in or to the intellectual Customer on the Quote, Intrado will ship Equipment in
property rights in the Equipment or the Software. The accordance with Intrado's customary method. All shipping
Software will be deemed Intrado IP, and all right, title and and handling charges will be prepaid by Intrado and charged
interest in and to the Software are vested in and will remain to Customer. Intrado will not be liable for any loss, damages
the property of Intrado or its licensors. All ideas, concepts, or penalties for delay or failure in delivery for any cause.
methods, know-how and techniques related to the Software 3 ON-SITE SERVICES.
will remain the sole property of Intrado. The Software is 3.1 Intrado Obligations. If Intrado performs On-Site
being licensed to Customer only. Customer agrees not to Services, such as installation ("Installation"), site survey,
claim or contest the title or ownership of Intrado or its project management, training or cutover services (as
licensors in or to the Software or the intellectual property applicable, "On-Site Services"), Intrado will:
rights therein.
(a) If Installation is purchased, install and perform
1.3 Restrictions. Customer will not itself, or through any acceptance testing on the Software and Equipment at the
Affiliate, agent or other third party: (a) sell, lease or Site in accordance with Intrado's normal installation and
sublicense or otherwise transfer the Software; (b)decompile, testing practices.
disassemble, reverse engineer or otherwise attempt to derive
source code from the Software; (c)modify or enhance the (b) If training is purchased, perform training as specified in
Software or write or develop any derivative software or any the Quote.
other functionally compatible, substantially similar or (c) Designate a project manager with authority, competence
competitive products; (d) network the Software or use the and responsibility to communicate information to Intrado and
Software to provide processing services to third parties, to act as liaison between Intrado and Customer.
commercial timesharing, rental or sharing arrangements or 3.2 Customer Obligations. If On-Site Services are ordered,
otherwise use the Software on a service bureau basis; (f) Customer will, at its expense:
provide, disclose, divulge or make available to, or permit use
of the Software by any third party without Intrado's prior (a) Designate a general project coordinator, with authority,
written consent; or (g) use or copy the Software except as competence and responsibility to communicate information
permitted hereunder. to Intrado and to act as liaison between Customer and
Intrado.
1.4 Term and Termination. The license granted hereby will
remain in force until terminated, if at all, due to a material (b) Provide unobstructed access for the installation and
breach by Customer that is not cured within 15 days testing of the Software and Equipment (collectively,
,
following notice. Termination of the license granted hereby System")stem") throughout the Site consistent with the
will not limit Intrado from pursuing all remedies available to it, requirements of installation and testing, including obtaining
including injunctive relief, nor will such termination relieve the necessary consent from the landlord, the building owner,
Customer's obligation to pay all fees that have accrued or the mortgager and/or any other third parties having an
are otherwise owed by Customer under the Agreement. interest in the installation Site to install the Software and
Upon termination, Customer will to the extent applicable (a) Equipment, and to assist Intrado in obtaining any other
cease using the Software, and (b) certify to Intrado within necessary approvals and permits for same.
one month after termination that Customer has destroyed or (c) Monitor acceptance testing.
has returned to Intrado the Software and all copies. This (d) Provide access for installation of cable and Equipment
requirement applies to copies in all forms, partial and throughout the Site.
complete, in all types of media and computer memory, and (e) Ensure that any Equipment provided by Customer meets
whether or not modified or merged into other materials.
Intrado's specifications.
1.5 Audit. Upon 45 days written notice, Intrado may audit
Customer's use of the Software. Customer agrees to
cooperate with Intrado's audit and provide reasonable
Web Terms for Services,Sofrivare and Equipment September 3,2014 Page 4
(fl Provide, within the Site, suitable and easily accessible Intrado has completed shipping obligations. If Intrado is
floor space to permit for secure storage of tools, test sets, performing Installation, then Customer will provide Intrado
lockers and employees' personal effects. with a written notice of acceptance or rejection, based on a
(g) Ensure that the Site will meet all temperature, humidity Severity Level 1 or 2 failure, within ten calendar days after
controlled, air-conditioned, and other environmental Intrado's notice of System Cutover ("Notification Date"),
requirements set forth in the applicable specifications and which acceptance will not be unreasonably withheld or
will be dry and free from dust in such condition as not to be conditioned. If Customer does not accept the Software and
injurious to the employees or agents of Intrado or the Equipment, it will notify Intrado in writing within ten calendar
Software or Equipment to be installed. days of the Notification Date and will specify the Severity
Level 1 or 2 failure with respect to the specifications. Intrado
(h) Provide all patching, painting, openings, conduits, floor will use commercially reasonable efforts to promptly
reinforcements or other mechanical modifications pertinent to diagnose and correct all identified failures and the
the installation. acceptance process will be repeated until the System is
(i) Provide ample electric current of proper voltage for any accepted. If Customer fails to provide written notice of
necessary purpose suitably terminated in a room where it is rejection as stated above within the time stated above,
required, including properly grounded copper cold water pipe acceptance will be deemed to have occurred. "System
before meter ground at the Site as specified by Intrado. Cutover" will mean the first date that the Software and
(j) Provide an exclusive VPN tunnel to allow for remote Equipment is used for live call-taking or dispatching. If the
diagnostics and a modem for establishing the remote access Software and/or Equipment is being installed at multiple
by Intrado. sites, the above acceptance process will apply to each site.
The date of acceptance of the first site will be referred to as
(k) Dispose of all Software and Equipment packing material. the "Acceptance Date." Nothing in this Exhibit A or the
(1) Provide staff if required at what may end up being Agreement will prevent Intrado from measuring the delivery
nonstandard work times (early, late and weekends). of its obligations according to milestones established by
(m) Maintain, at all times, a procedure, external to the Intrado and/or agreed upon with the Customer, which may
Software and Equipment, for the reconstruction of lost or include but not be limited to the payment schedule in Section
altered files, data, or programs deemed necessary by 6 below or individual site acceptance, and Customer agrees
Customer. to cooperate in acknowledging the completion of such
(n) Ensure that Intrado is advised and informed in a timely milestones.
and detailed fashion of any problems with the Software or 5 LIMITED WARRANTY
Equipment. 5.1 Subject to the provisions of this paragraph, Intrado
(o) Provide Intrado with any information required under warrants that the Intrado Software and Equipment will
these Terms for the performance of same. perform substantially in accordance with Intrado's
specifications for 12 months from the Acceptance Date.
(p) Ensure Customer's third party vendors collaborate with
Intrado will, at its sole discretion and as Customer's sole
Intrado in a reasonable and timely manner. remedy, repair or replace the problem Software and
(q) Ensure proper staff is On-Site for technical training, if Equipment, provided that the problem can be reproduced on
applicable. either Intrado's or Customer's systems. Replacement parts
(r) Be responsible for any modification, changes, or repairs are warranted to be free from defects in material and
to any wall covering, cut outs or modifications to furniture workmanship for 90 days or for the remainder of the limited
needed during or after the installation of equipment. warranty period of the Intrado Equipment they are replacing,
3.3 Exclusions, Changes. If On-Site Services are whichever is longer.
prevented, interrupted or delayed due to Customer's failure 5.2 The limited warranty includes remote support services
to meet its obligations stated above, or if Customer (help desk)during the warranty period.
unexpectedly delays or changes the agreed-on schedule for 5.3 Freight costs to ship defective Equipment and/or
On-Site Services, Customer will be responsible for applicable Software to Intrado are borne by Customer, with return of
travel and lodging costs, charges at Intrado's standard hourly replaced or repaired Equipment and/or Software to be at
rates for the time during which such On-Site Services were Intrado's expense.
prevented, interrupted or delayed, any other direct costs 5.4 Intrado will not be obligated to repair or replace any
incurred by Intrado, and Intrado then-current rescheduling Software or Equipment which (i) has been repaired by
fees (currently $300 per person day of time scheduled to be others; (ii) has been abused or improperly handled, stored,
On-Site). Intrado will not be deemed to be in default nor be altered, or used with third party material or equipment; (iii)
held responsible for any delays or failures resulting from an has been subject to power failures or surges, lightning, fire,
event of Force Majeure or for any delays resulting from flood or accident; or (iv) has not been installed by Intrado or
Customer or any of Customer's third party vendors or from a Intrado authorized technician.
Customer's obligations stated above. Changes to the design
or installation plan by Customer after the original Quote will 5.5 Intrado will pass through to Customer any and all
be considered a request for a change order. Upon receipt of warranties provided by third party manufacturers for products
a request for a change order, Intrado will within ten business supplied to Customer by Intrado under these Terms.
days either accept or refuse the request for a change order Customer' s access to and use of third parry Equipment and
and will issue a new quote to cover any costs, if applicable, Software will be and remain subject to all terms, conditions
associated with the change order. and licenses imposed by the manufacturers and/or third
4 ACCEPTANCE. Unless Intrado is performing Installation, party licensors of such third party Equipment or Software and
Customer will comply with same.
the Software and Equipment will be deemed accepted when
Web Terms for Services,Software and Equipment September 3,2014 Page 5
6 PAYMENT Software, Equipment and On-Site Services, as well as the
6.1 If Installation is not purchased, then all fees are due years of Maintenance and Support Services ordered under
upon shipment. the Quote, according to the following terms (which will
6.2 If Installation is purchased, Customer will pay supersede any terms in the Quote).
according to the following terms (which will supersede any 6.4 Cancellation Fees. Should Customer cancel any
terms in the Quote): Software, Equipment or On-Site Services, Customer agrees
to pay to Intrado cancellation charges, not as a penalty, an
• 30%-upon acceptance of Customer's order amount equal to 25% of the purchase price of the cancelled
• 30% -upon shipment order. Anything that has been specifically developed for
• 30% -upon System Cutover Customer, including any special order or custom Software or
Equipment, is not cancellable. Cancellation or rescheduling
• 10% -upon Acceptance Date is not permissible after shipment. Delays by Customer to
delivery, Installation services, or acceptance testing that in
6.3 Maintenance and Support Services shall be payable as the aggregate exceed six months may, in Intrado's
stated in the Quote, as follows: either (i) in advance discretion, be treated as a cancellation of the order and be
according to the above percentage breakdown, or (ii) subject to the greater of the above fees or Intrado's total
annually in equal payments, which payments shall be due expenses allocated to the project through such date.
upon each anniversary of System Acceptance. 6.5 Payments Final. All amounts paid are final and
If INSTALLATION IS NOT PURCHASED, Customer will pay nonrefundable. Equipment and Software may be returned
to Intrado the total amounts identified on the Quote for only pursuant to a valid warranty claim or as permitted as
Software, Equipment and On-Site Services, as well as the part of Maintenance and Support Services.
years of Maintenance and Support Services ordered under 7 THIRD PARTIES. Customer covenants and undertakes to
the Quote, upon execution of the Agreement. take all reasonable precautions to prevent third parties from
IF MAINTENANCE IS PREPAID: Customer will pay to using the Software or Equipment in any way that would
Intrado the total amounts identified on the Quote for constitute a breach of these Terms or the Agreement.
Web Terms for Services,Software and Equipment September 3,2014 Page 6
Exhibit B
Intrado Call Handling CPE
Standard Maintenance and Support Services ("MSS Terms")
These Maintenance and Support Services terms ("MSS Terms") describe the current offerings for maintenance and
support services for Intrado Call Handling equipment and software sold to a customer ("System"). These MSS Terms
apply to any of the services described below that appear on an Intrado quote ("Quote"). These terms are in addition to,
and do not modify the terms of the applicable agreement between the parties ("Agreement"). If any of these MSS Terms
conflict with the Agreement or the Quote, the terms of the Quote will prevail as they relate to the MSS Terms only and
the MSS Terms will prevail over the terms of the Agreement. All capitalized terms not defined in these MSS Terms will
have the meanings set out for such terms in the Agreement.
Intrado's standard limited warranty runs for twelve (12) months from acceptance. This limited warranty includes
Software Protection and Remote Technical Support during the warranty period.
The following are the current Intrado service offerings:
• Software Protection and Remote Technical Support
• Software Subscription Service
• On-Site Support Services
• Hardware Protection Service
• Remote Monitoring of Sentry Alarms Services
Also included in Table 1 (attached)are Response Time Goals and Severity Levels
General Note: Please note that for all services described in these MSS Terms, Intrado will not be obligated to repair
or replace any software or equipment which (i) has been repaired by others; (ii) has been abused or improperly
handled, stored, altered, or used with third party material or equipment; (iii) has been subject to power failures or
surges, lightning,fire,flood or accident; or(iv) has not been installed by Intrado, an Intrado authorized technician, or
by Customer or its agent in an approved manner.
Web Terns for Services,Software andF,quipment September 3,2014 Page 7
Software Protection and Remote Technical Support
Availability:
Included in the standard warranty, and a mandatory requirement for the receipt of any technical support after the
warranty period.
Offering Summary:
Bundled offering which provides access to software maintenance releases as well as remote technical support that
allow for 24x7x365 assistance from Intrado's centralized Support Center for the Intrado System. Customer may not
purchase Software Protection and Remote Technical Support for a subset of the Intrado System; all 911 call taking
positions must be covered.
About Software Protection:
This offering provides for the availability of software product updates. Installation and training (if needed) are not
included. Any required hardware or operating system changes are also not included.
Intrado will provide periodic software release bulletins to customers which announce and explain important product
updates for Intrado Software. Customers may then request the new release or version from Intrado, based on
applicability of the release to Customer's System. Customer is responsible for installation of all these releases, unless
the On-Site Maintenance Service is purchased. If On-Site Maintenance has not been purchased and the customer
prefers to have Intrado deploy a new release, Intrado will dispatch appropriate personnel to perform the upgrade on a
mutually agreed upon date at Intrado's then current prices for such services.
The customer is encouraged to periodically install new Software updates. Software releases are available for a limited
time. If the System is not maintained to a currently supported equipment and software version, future software releases
may not be compatible with customer's existing System.
Remote Technical Support:
Support is provided by associates who specialize in the diagnosis and resolution of system performance issues.
Remote Technical Support is available 24/7 through both a toll free hotline and a secure customer Internet portal. All
service inquiries are tracked by a state-of-the-art CRM trouble ticket system that can be queried by customers through
the online portal to obtain the most up-to-date status on their issues.
Response times for Remote Technical Support are based on system issue severity levels as defined in Table 1
(attached). Problems which are not resolved within predefined time limits are automatically escalated to management
within Sales, Product Management and Engineering for action.
Intrado Responsibilities:
• Respond to service requests based on appropriate severity level response goals.
• Assess the system issue(s).
• Apply technical expertise, knowledge and resources to restore system to functionality, or assist customer to
apply the identified fix.
• Escalate issues for review when required.
• Communicate progress and resolution with the specific customer contact.
• Provide to the customer bulletins announcing the availability of software releases, and deliver software in disc
form to the customer as requested.
Customer Responsibilities:
• Log all requests for assistance directly with the Technical Support Center, either through the toll-free hotline or
the online portal.
• Provide the following information when initiating a service request:
o Site Name/ ID number/Agency Location
o Contact Name and Number
o Problem Description
• Ensure that the individual requesting support is appropriately trained and knowledgeable regarding the
operation of the System.
• Provide additional symptoms and information as they occur pertinent to resolving systems issues.
• Respond to Intrado communications regarding case status and resolution in a timely manner.
Web Terms for Services,Software and Equipment September 3,2014 Page 8
• Allow Intrado remote access to obtain system availability and performance data. If remote access capability is
not available, the purchase of On-Site Support Services may be required.
• Notify Intrado before performing any activity that may impact the System (including software installation,
hardware upgrades, network upgrades or de-activation).
• Store and maintain all software needed to restore the system as well as all system back-ups.
• Install software
Conditions not covered under this Service offering:
• Assistance with third-party software or hardware not provided by Intrado.
• Assistance with user configuration, usage scenarios and items covered in standard end user training or
operating manuals provided to the customer. This includes any moves, adds or deletes to the user
configuration which has resulted in system performance issues. Support for these subjects is available through
purchase of end-user training curriculum.
• Assistance with equipment configuration change requests not associated with problems on the installed Intrado
equipment.
• Intrado installation support. Installation services can be purchased separately from Intrado.
• Assistance with Geographic Information Systems (GIS) data updates performed by the end user, or resulting
problems.
• Consultation for new software or equipment.
• Software does not provide new features or functionality upgrades.
• Corrections of problems, and assistance regarding problems, caused by third party software and operator
errors, including the entry of incorrect data and the maintenance of inadequate back-up copies and improper
procedures.
• Upgrade of the customer's operating system, hardware or third party software may be required from time to
time to support Maintenance Releases. Intrado will not be responsible for the cost of such upgrade.
Reinstatement of Intrado Software Protection and Remote Technical Support
If Software Protection and Remote Technical Support lapses, the customer's access to the Support Center will be
discontinued, and reinstatement fees will apply as follows if the customer desires to receive any technical support
services:
• Payment for the lapsed period at the prevailing rate; plus
• Purchase of Software Protection and Remote Technical Support for the current period; plus
• System recertification fees in the form of a Class A inspection at $1,500 per day plus related travel and
expense charges
Web Terms for Services,Software and Equipment September 3,2014 Page 9
i
Software Subscription Service
Availability:
Not included in the standard warranty. Available for separate purchase only if(i)customer's System software is current,
or(ii) the services are purchased for a new system deployment or for a specific system component purchase.
Service Description:
Software Subscription Service provides the customer with access to software upgrades including new features. This
offering only provides for the availability of the software. Installation and training (if needed) are not included. Any
required hardware or operating system changes are also not included.
Intrado will provide periodic software release bulletins to customers which announce and explain new feature releases
for Intrado Software. Customers may then request the new release or version from Intrado, based on applicability of the
release to Customer's System. The customer is responsible for installation of all these releases, unless the On-Site
Maintenance Service is purchased. If On-Site Maintenance has not been purchased and the customer prefers to have
Intrado deploy a new release, Intrado will dispatch appropriate personnel to perform the upgrade on a mutually agreed
upon date at Intrado's then current prices for such services.
The customer is encouraged to periodically install new Software releases because to keep the System current.
Software releases are available for a limited time; if the System is not maintained to a currently supported equipment
and software version, future software releases may not be compatible with customer's existing System.
Intrado Responsibilities:
• Provide to the customer bulletins announcing the availability of software releases, and deliver software in disc
form to the customer as requested.
Customer Responsibilities:
• Contact an Intrado Sales account representative to order an available software release.
• Install the software.
Conditions not covered under this Service offering:
• Consultation for new software or equipment.
• Corrections of problems, and assistance regarding problems, caused by third party software and operator
errors, including the entry of incorrect data and the maintenance of inadequate back-up copies and improper
procedures.
• Upgrade of the customer's operating system, hardware or third party software may be required from time to
time to support New Releases, Maintenance Releases or Upgrades of the Software. Intrado will not be
responsible for the cost of such upgrade.
Web Terms for Services,Software and Equipment September 3,2014 Page 10
I
i
On-Site Support Services
Availability:
Not included in the standard warranty. Available for separate purchase.
Service Description:
On-site Support Services are primarily designed to assist with issues that require System expertise in troubleshooting
and restoration at the customer's location.
On-site Support Services include travel costs and time and labor related to the service incident. Also included in the
service are quarterly on-site preventative and routine maintenance reviews (four per year) of the customer's Intrado
System. These maintenance visits can include the installation of routine updates to software. Training, configuration
changes, reprogramming and System upgrade labor are not included in this offering, but are available for purchase.
On-Site Support Services options include the designation of a technician dedicated specifically to the customer's
deployment(s), or alternately a non-dedicated resource available for use with other customers. Intrado may engage
third-party vendors to provide the On-Site Support Services.
Regardless of designation, the response times of On-Site Support Service technicians are based on system issue
severity levels as defined in Table 1 (attached).
Intrado Responsibilities:
• Dispatch a technician to customer's site when the issue cannot be resolved remotely.
• When on-site, assist customer in performing System diagnostics.
• Provide on-site technician visit on a quarterly basis to perform preventative and routine maintenance activities.
Customer Responsibilities:
• Perform responsibilities as detailed in the Remote Technical Support section (above).
• Brief on-site technician on issue(s)and actions taken.
• Allow Intrado both on-site and remote access to the System.
• Validate issue resolution prior to close of the case.
• Cooperate with Intrado and perform all acts that are reasonable or necessary to enable Intrado to provide the
On-Site Support Services. These include maintaining a suitable environment (heat, light, and power) and
providing the technician with full, free, and safe access to the System. All sites must be accessible by standard
service vehicles.
Conditions not covered under this Service offering:
• Assistance with third-party software or hardware not provided by Intrado.
• Assistance with user configuration, usage scenarios and items covered in standard end user training or
operating manuals provided to the customer. This includes any moves, adds or deletes to the user
configuration which has resulted in system performance issues. Support for these subjects is available through
purchase of end-user training curriculum.
• Intrado Hardware / Software System Upgrade support (other than associated with a Software Subscription
Service). Upgrade services can be purchased separately from Intrado.
• Intrado installation support. Installation services can be purchased separately from Intrado.
• Assistance with Geographic Information Systems (GIS) data updates performed by the end user, or resulting
problems.
Web Terms for Services,Software and Equipment September 3,2014 Page I I
Hardware Protection Service
Availability:
This service is not included in the standard warranty. It is available for separate purchase.
Service Description:
The Hardware Protection Service provides for the replacement of any non-operating Intrado provided hardware
component, with the exception of monitors. This offering only provides for the replacement of the hardware item.
Installation services and training (if needed) are not included. This service does not cover items where warranty has
been voided due to abuse, Force Majeure or other actions.
When the Intrado Technical Support Center concludes that an item is non-operational, a fully functioning new or
refurbished unit will be shipped to the customer. This unit will then become the property of the customer and will
restore the functionality of the non-working item, but it may not be the exact same model as the original. The
shipment of the replacement item will include a pre-printed shipping label used for the return of the non-working item
from the customer.
Intrado Responsibilities:
• Once a hardware item has been determined to be non-operational, initiate the replacement of the item.
• Providing a pre-printed return label to the customer for use in their return of the original non-functioning unit
back to Intrado.
Customer Responsibilities:
• If a replacement unit has been provided by Intrado, the customer will return the non-functioning unit within 30
days of new item receipt.
Conditions not covered under this Service offering:
• Replacement of non-operation hardware not provided by Intrado.
• Replacement of non-operational workstation monitors.
• Hardware items deemed to be non-functional as a result of abuse, Force Majeure or other actions.
• Installation of the replacement hardware.
Suspension of Intrado Hardware Protection Coverage:
If the original non-functioning hardware is not returned within 30 days after receipt of a replacement item, the
customer's ability to use Service will be suspended. The Service will be reinstated upon receipt of the non-functioning
hardware.
Suspension of the Service can also occur as a result of non-payment for the Hardware Protection maintenance
contract.
Web Terins for Services,Software and Equipment September 3,2014 Page 12
f
Remote Monitoring of Sentry Alarms Services
Availability:
Not included in the standard warranty. Available for separate purchase.
Service Description:
Intrado offers Remote Monitoring of the System through a remote centralized network systems management solution,
also known as "Intrado Sentry". Intrado Sentry monitors all Intrado products as well as most third party equipment, and
forwards alarms and alerts to a centralized Intrado Network Operations Center for monitoring. This Service requires the
purchase of Intrado Sentry hardware from Intrado.
Intrado's Technical Support Center will receive the remote customer alarms and alerts 24x7x365 notifying Intrado of
any irregular behavior including faults and performance threshold crossings requiring attention. Minimum action
includes contacting of either the customer directly or the assigned on-site service personnel to provide the appropriate
technical response.
Automatic remote troubleshooting of the alarm is performed only if Remote Technical Support are purchased.
The dispatching of Intrado technician support after an alarm is received and troubleshooting has been performed is
available only if On-Site Support Services are purchased.
Intrado Responsibilities:
• Remote Monitoring of customer based PSAP Equipment
• Contacting of either the PSAP directly or their assigned on-site service personnel upon receipt of the alarm.
• Clearing of the alarm upon notification of the customer.
Customer Responsibilities:
• Establish business rules regarding alarm notifications and escalation conditions within the Sentry system
• Designation of customer contact points or its assigned on-site service personnel.
Web Terms for Set-vices,Software and Equipment September 3,2014 Page 13
Response Time Goals and Severity Levels
Table 1: Remote Technical and On-Site Support Services Response-Time Goals by Severity Levels
As of 09.03.2014
REMOTE ON-SITE
SEVERITY LEVEL DEFINITION RESPON
TIME SE RESPONSE PROBLEM CORRECTION
GOAL GOAL'S
Intrado will provide the customer with
a program code correction, program
code patch, or a procedure for the
1 Severity Level 1 problems involve a System customer to bypass or work around the
failure and a major loss of functionality that 15 4 hours defect in order to continue operations.
Product Failure or renders the entire System inoperable. minutes If a bypass procedure is used, Intrado
Loss of Service will continue defect resolution activity,
on a high severity basis, until a
program correction code or patch is
provided to the customer.
Severity Level 2 problems involve the Intrado will provide the customer a
failure or loss of functionality of non- program code correction,program code
2 critical functional components or features, patch, or a procedure for the Customer
while the System itself remains operable. to bypass or work around the defect to
Severely 1 4 hours continue operations. If a bypass
Impaired Severity Level 2 involves a major impact hour procedure is used,Intrado will continue
functionality such as a loss of 50%of call taking capacity problem or defect resolution activity,
(more than 50%) or a loss of all of dispatch or the loss of a on a high severity basis, until a
major functionality (e.g. no delivery of program correction code or patch is
either ANI or ALI). provided to the customer.
This class of problem requires action from
the Call Center within a short time.
3 Severity Level 3 problems may cause
performance degradation or system 8 Business Next Intrado will provide the customer with
Non-Critical components to malfunction hours Business a program code correction in a
comp .
System Failure Day maintenance release
(Less than 50%) Severity Level 3 may involve one position
non-functioning.
This class of problem is non-Service
Affecting and includes problems such as
incorrect operation of a minor functionality Code correction may be provided in a
4 or System component that is infrequently Next Next Business future maintenance release or a
used,and problems that have feasible work- Business day commercially reasonable effort to
Minor Issue around available(e.g. incorrect operation of Day provide a work around solution.
a functionality of 911 without loss of all of
dispatch).Core functionality is not affected.
5 This is not a class of problem, but is an 2 business Does not Does not apply.
Inquiry inquiry only. days apply pp y'
*On-site response time goal is based on the time from which Intrado determines an on-site technician is necessary.
Web Terms for Services,Software and Equipment September 3,2014 Page 14
Exhibit C
Confidentiality and FOIA
Except to the extent disclosures are required under applicable freedom of information or public records laws or regulations,
the terms of this Exhibit C — Confidentiality and FOIA will apply to information disclosed under these Terms. Customer may
disclose the Intrado's Confidential Information only to the extent required by applicable law or regulation. Customer will give
sufficient notice to Intrado to allow Intrado to claim applicable exemptions, make applicable objections or seek appropriate
limits or restrictions on use and disclosure of its Confidential Information.
1. Definitions: "Confidential Information" means all information disclosed by or on behalf of either party("Disclosing Party")
to the other party ("Recipient") that is marked as confidential or proprietary or that by its nature or context constitutes
information that a reasonable business person would treat as proprietary, confidential, or private, even if not so marked.
Confidential Information includes, but is not limited to a party's financial, business, technical, marketing, sales, customer,
product, pricing, strategy, personnel, software, systems, methods, processes, practices, intellectual property, trade
secrets, software, data, contract terms or other business information. "Affiliate" means any person or entity directly or
indirectly controlled by, controlling or under common control of a party.
2. Exclusions: Confidential Information does not include any information that: (a) was or becomes generally available to
the public through no breach of these Terms; (b) was previously known by Recipient or is disclosed to Recipient by a
third party without any obligation of confidentiality; or(c) is independently developed by the Recipient without the use of
Disclosing Party's Confidential Information.
3. Use and Disclosure: Recipient and its employees, Affiliates, agents and contractors will: (a) use the Confidential
Information only for the Agreement; (b)disclose the Confidential Information only to its employees, Affiliates, agents, and
contractors with a "need to know" for the Agreement; (d) use the same standard of care to protect Disclosing Party's
Confidential Information as Recipient uses to protect its own similar confidential or proprietary information, but not less
than reasonable care appropriate to the type of information; (e) reproduce Disclosing Party's confidentiality or proprietary
notices, legends or markings on all copies or extracts of Confidential Information; and (f) use and disclose the
Confidential Information as authorized in writing by the Disclosing Party. Recipient is responsible for compliance with
these Terms by its employees, Affiliates, agents and contractors.
4. Required Disclosure: If required to disclose any Confidential Information by law or court order, Recipient will promptly
notify the Disclosing Party(unless prohibited by law)and cooperate with Disclosing Party, at Disclosing Party's expense,
to seek protective orders or appropriate restrictions on use and disclosure. The Section titled Use and Disclosure does
not apply to disclosure required under this Section.
5. Return or Destruction: Within 30 days after termination of the Agreement or written request of Disclosing Party,
Recipient will return or destroy Disclosing Party's Confidential Information. Recipient will certify return or destruction if
requested by Disclosing Party. Recipient may retain Disclosing Party's Confidential Information to the extent required by
law. This Exhibit C will survive and continue to apply to Disclosing Party's Confidential Information that is not reasonable
to return or destroy(for example, retained in archive or back up systems)as long as it is retained by or for Recipient.
Web Terins for Services,Software and Equipment September 3,2014 Page 15