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AG 08-013 f Ii o o o L O a v > 0 N c E so 0U Z i c ey C 0 i 0� LW L s 'O Z a) c V wv Yc > O o .(1)_> co cu u a) Z • ce v, o U c c O o as c bo u E• °a)) c . 0 a`) o• ,� u U c Q - co an = u scu ce C 2 Q a) is i 110 _ca o a) O O -0 U e E w W a) E c — 9O O = U ) ai L i 0 o Z i OE V) f6 O O m o EL O 0 0 fa E 0 C al 4.s as 'C `_ L @) E S 11111 E C O o to a C U +O+ ._ v o L E 1114 o a� C 'o > a c o `°cu ° 6 U o • a c ca = . • 0 a)ea ( p o L p 3 C eI 01 O C 3 N O, T Q� C +� fl co m 2 QE L Q� as "C W L ) O o M O N L az v) O' C ats N RI N o > o 'co '� c N al 0 C c 3 0 N ,0 V •c W sa o 0 0 3 o coO _.I o Uz W O N aJco cr (A i al WQ �0 c O L � p 0 :F CC OMO u c ca u C t T a) O a) C co to U c CO I) U — C > L c •u O o o E a) U -0 t c o V sr, u ei) o o H i o pp ° U a OHO m" L 2 RETURN TO: r 1 C G EXT: a-1 Ci CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATINGDEPT/DIV: PUBLIC WORKS/ �mcrgtn06 Iv\a cli-ntt'r i Z. ORIGINATING STAFF PERSON: 12a.sCA-ixSS EXT: �-1 l3 3. DATE REQ.BY: 1. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT o SMALL OR LIMITED PUBLIC WORKS CONTRACT o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE AGREEMENT o GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG o REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) o ORDINANCE o RESOLUTION a'CONTRACT AMENDMENT(AG#): OS-(,)13 ❑ INTERLOCAL O OTHER 1=Nrne.ticknicek . -1 5. PROJECT NAME: Cie tRec1 N\CSS t„ OitS 5" 5-lern 6. NAME OF CONTRACTOR: to"r•to L " C mm un,5 ADDRESS: cA 50A5Nni ne \vC\. , mvnc� t�P & v- ,1T4 TELEPHONE:0;88')8`4Z$-10331 E-MAIL: FAX: SIGNATURE NAME: Ockoc\ Di Cts a cc,mc> TITLE: vile e prr5 Glant- 7. EXHIBITS AND ATTACHMENTS:0 SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# tvR BL,EXP. 12/31/ UBI#,J ,EXP. / / f_, �` 8. TERM: COMMENCEMENT DATE: 01 �'Z53 IWO 5- COMPLETION DATE: CM*H-76-1-0 oIJ C'v(OV I : D Q�A1'1"G�1 9. TOTAL COMPENSATION:$2102 1500.0 t 315o0 ,3 O 030. o (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑YES ❑NO IF YES,$ PAID BY: o CONTRACTOR ❑CITY ❑ PURCHASING: PLEASE CHARGE TO: \O\. '\-o X). a--1"L. 5-Q5-to 1.40 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED o PROJECT MANAGER / DIVISION MANAGER / t The ,� /2L4 / ❑ DEPUTY DIRECTOR OK/1)+REe-TBR 0,YV Dt SAG .arywia 1./1 ty% y#4,r- o RISK MANAGEMENT (IF APPLICABLE) VLAW DEPT i C. qfrsitg 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING o SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: o ATTACH: SIGNATURE AUTHORITY,INSURANCE CERTIFICATE,LICENSES,EXHIBITS INITIAL/DATE SIGNED ❑ LAW DEPT ❑ CHIEF OF STAFF �GNATORY(MAYOR OR DIRECTOR) /-J iCITY CLERK / 'ASSIGNED AG# AG# L 'v1, C- o�SIGNED COPY RETURNED DATE SENT: iqLl i 4- ❑RETURN ONE ORIGINAL 1 COMMENTS: EXECUTE" 1 „ORIGINALS Tht S COnn-A.C-t o_0-torn 0.-h C.o.lt (ene;A.) • :A, , ear rl - c*nni er ,. r G\ate- PCmendmen} ntw5 cx_ppl-tvr-0 m r> -t-e.nr‘ (:.r,C pa` Cid StviCtl {-ny- ano rr ctl-ar• UQctci-terA PO w,11 reckecxrnencJtmeynr' . PO -` (003 11/9 CODERED SERVICES AGREEMENT This Services Agreement (Agreement') is made and effective as of the last date written below by and between Emergency Communications Network. Inc a Florida Corporation (-Licensor') located at 9 Sunshine Boulevard. Ormond Beach, FL 32174 and the City of Federal Way. a body politic and corporate of the Slate of Washington ( "Licensee ") located at 33325 r Avenue South, Federal Way WA 98063_ Licensor is the owner of a service Identified as - CodeRED2� Emergency Notification System" (The 'Service -). which allows users to place prerecorded telephone calls at high speed to call recipients Licensee desires to utilize the - Service" for the purpose of communicating matters of public interest and concern In consideration of the promises set forth, the parties agree as follows License: Licensor grants Licensee a non - exclusive and non- transferable license to use the "Service' (hereinafter referred to as "The License') for Licensee's own purposes in accordance with the terms outlined to this Agreement. Licensee understands and agrees that they are fully responsible for the use of such services by anyone whom Licensee authorizes or permits to use the "Service' - and anyone who accesses the °Service" by utilizing Licensee's Confidential access codes. a. The Licensee may not modify the "Service ". disable any license or control features of the 'Service." Licensee may not (i) assign. license, sublicense, rent. sell, transfer the 'Service , this Agreement, or any portion thereof or (it) utilize the 'Service' except as expressly permitted in the Agreement between Licensee and Licensor. The License will include pass codes for up to five 5 authorized 'Service" users Additional users pass codes may be obtained at an additional annual fee as outlined in Exhibit A 2. Ownership: The'Service" is owned and copyrighted by Licensor The Licensee's license confers no title or ownership in the "Service" whatsoever 3_ Copyright: United States copyright taws and international treaty provisions protect the "Service" Except for the limited license provided. Licensor reserves all rights in and to the - Service" and all underlying data. compilations. and information maintained by Licensor relating to the 'Service', including but not limited to, the source or object code 4. Functionality. The 'Service" provides the ability for the Licensee to access pre - defined geographically selected calling areas or listed databases via an Internet -based software application. The 'Service" also has the ability to select calling databases via a geographic mapping component_ The Service will also utilize an interactive voice response telephone service used to record messages and initiate call out projects. The "Service" is designed to be active 24 hours per day 365 days per year S. Costs for The "Service' During the term of this Agreement Licensee agrees to pay an costs for utilizing the 'Service' as described in Exhibit A - Service Charges. attached to and made a part of this Agreement Licensee will purchase prepaid 'Service' (Prepaid System Minutes) Whenever Licensee utilizes the "Service- the actual calling minutes used by Licensor white utilizing the "Service" will be deducted from the balance of Prepaid System Minutes remaining in Licensee s Prepaid Minutes account. Licensee is responsible to maintain a sufficient balance of Prepaid trcul). rinance charges at a rate of 1% per month (12% per annum) will be charged on all balances outstanding beyond 60 days- If a law which applies to this finance charge is interpreted so that the interest or other finance charges collected or to be collected in connection with this Agreement exceed the permitted limits, then (i) any such ban charge shall be reduced by the amount necessary to reduce the charge to the permitted limit, and (ii) any sums already collected from Licensee which exceed permitted limits will be refunded to Licensee. All payments due Emergency Communications Network. Inc Page 1 of 6 IrutkalS CodeREO Services Agreement Licensor- -j Licensee C4.41, under this Agreement shalt be paid to Emergency Communications Network, inc at S Sunshine Blvd, Ormond Beach. FL 32174- 6_ Free Minute Blocks- Licensee is allotted free time on the system for the purpose of testing and training The following must be ruet in order for Licensee to utilize the free minute bank specified in Exhibit A. a Minutes will be deducted from Licensee's minute bank at the time of using the `Service b. Licensee must notify licensor in writing within 60 nays of the use of the 'Service" specifying qualified project(s) to obtaiin eligible free minutes and restoration of the deducted minutes into- Licensee's minute bank If Licensee fails to notify Licensor within 60 days of the use of the 'Service'. the minutes used will not be eligible -for consideration as free minutes and will remain as a deduction from Licensee's minute bank as described above in oaraaraoh 5 c_ Any unused minutes remaining in these blocks are not transferable. d Licensor will have tie final right to deem all flee calliurg minutes eligible or ineligible 7. Term of Service Apreenient: The License wiil extend for a Period of one (1) year beginning on the last date this Agreement is signed by both Licensee and Licensor. On the date this Agreement terminates. Licensee will forfeit all Prepaid System Minutes remaining on account- 8- Contract Extension: Upon each annual anniversary of'the'effective date of this Agreement the term of this Agreement will extend for additional one -year periods This contract extension provision (the "extension provision ") will continue to extend the contract period by one additional year annually. Either party may cancel this' - extension provision by submitun notice to the other no less than 30 days,prior to the annual anniversariof the effective date" of the Agreement. The activation of the extension provision will trigger the following events' a) Licensee's System Minute bank will be replenished to the original 150.000 minute balance; b) Licensor will update its systems to extend the active software license and associated access codes for one additional year of use, c) Licensor will invoice Licensee, for one additional year service extension at the rate of thirty- seven thousand (iVO*i)ndred dollars, (317 500). d) Licensee will be responsible for payment of the contract extension fee upon receipt of invoice from the Licensor 9. Minute Bank Refill feature: The parties recognize that Licensee may 'utilize the`�eL— e" in -a manner that results in the actual System Minute usage exceeding Licensee's active Prepaid Minute Bank. In the event using the "Service" completely exhausts Licensees remaining Prepaid Minute Bank Licensor will immediately refill Licensee's Prepaid Minute Bank with a block of 15,000 System Minutes, and will invoice Licensee for this block of minutes at the Additional System Minute price as indicated in Exhibit A Licensee will be responsible for payment of Additional System Minute blocks upon receipt of invoice from Licensor. Licensee agrees to purchase all such additional blocks of minutes as needed in order to maintain a positive Prepaid System Minute balance: The purpose of this refill feature is to ensure' that calls being placed via the 'Service' are not interrupted as the result of Licensees depletion of their Prepaid Minute Bank. 10. Appropriate Use of The Service: To access the "Service Licensor will provide Licensee with unique user names) and passwords) Licensee . agrees to maintain such user name(s) and password (s) as private and confidential information: Licensee agrees to use the `Service' in a way that conforms with a)l apRIica6le taws and.cegutatior> . Licensee specificalty- agrees not to. make any attempt to gain unauthorized.access to any of Licensors systems or networks. Licensee agrees that-Licensor shall not be responsible and Gable for the content of the message(s) delivered by the 'Service' on behalf of Licensee- Emergency Communcarions Network. Inc Page 2 of 6 initials CodeREO`5) Services Agreement Licensor tiil_ Licensee 61AO'` 11. Security: Licensee understands that Internet communications are not secure, and may be subject to interception or loss Licensee understands and acknowledges that Licensor is providing the "Service' on the World Wide Web through an 'upstream" third party Internet Service Provider, utilizing public utility services Licensor shall not be liable to Licensee in the event of any interruption of service or lack of presence on the Internet as a result of any disruption by the thud party Internet Service Provider or public utility In the event of any disruption of service. Licensor will use its best efforts to notify Licensee and to expedite resumption of service 12 Warranty: (a) Licensee acknowledges that software in general is not error -free and agrees that the existence of such errors in software used in conjunction with the 'Service' shall not constitute a breach of this License (b) In the event that Licensee discovers a material error which substantially affects Licensee's use of the 'Service and notifies Licensor of the error. Licensor shall use reasonable measures to correct that part of the "Service' which does not so comply, provided that "such non -compliance has not been caused by any modification, variation or addition to the "Service' not performed by Licensor, its agents or contractors, or caused by its incorrect use, abuse or corruption of the 'Service" software, or by use of the 'Service" with other software or on equipment with which it is incompatible (c) Licensee is responsible for maintaining access to the Internet_ Licensor in no way warrants Licensee's access to the Internet via Licensee's Internet Service, Provider(s). 13- Warranty Disclaimer: To the extent permitted.,by the applicable law, Licensor disclaims all other warranties with respect to the 'Service", either express or implied, including but not limited to any implied warranties of merchantability or fitness for any particular purpose In no event (even should circumstances cause any or all of the exclusive remedies to fail of itsitheir essential purpose and even if Licensor has been advised of the possibility of such damages) shall Licensor be liable for any special, indirect, incidental or consequential damages of any nature (regardless of whether such damages are alleged to arise in contract. tort or otherwise), including, but not limited to, loss of anticipated profits or other economic loss in connection with or ensuing from the existence, furnishing, function, or Licensee's use of any item of products or services provided for in this Agreement Licensee understands that the cumulative liability of Licensor for any and all claims relating to the "Service" provided by Licensor, in contract, tort or otherwise, shalt not exceed that total amount paid by Licensee for the most recently purchased block of Prepaid System Minutes 14- indemnification: Licensee understands that Licensor does not restrict the use of the 'Service' by Licensee and therefore Licensee agrees that Licensor shat) not be responsible and /or liable for the content of the message(s) created by Licensee'delivered by the "Service" on behalf of Licensee. To the extent permitted by taw Licensee agrees to defend, indemnify and hold harmless Licensor and its affiliates, employees and agents, including but not limited to Licensor's exclusive sales agent, The Broadcast Team, Inc., from any and all liabilities. costs, and expenses, including reasonable attorneys' fees, arising from any violation of this Agreement by Licensee or those who access the "Service' through Licensee's account, or the use of the 'Service" or the placement or transmission of any message, information or other materials by Licensee or by those who have access to the "Service through Licensees account. Licensee shall be responsible for compliance with all applicable laws regarding outbound telemarketing_ which may include, but are not limited to the Federal Teleohone Consumer Protection Act of and regulations promulgated thereunder as we l t nit l c cad t, efe rkek(rLq laws ark requirements Licensee shall, to tie a ent permitted by taw, defend, indemnifyand bold Licensor harmless from all lawsuits, demands, liabilities, damages, claims, losses, costs or expenses, including attorneys` fees (whether by salary, retainer or otherwise), arising out of or resulting from, in whole or in part, a violation of such laws Licensee will be solely responsible and liable for any such violations. The provision of this Article shall survive termination of this Agreement. Emergency Corrimurwations Newark. Inc Page 3 of 6 Indiais CodeREDO Services Agreement Licensor _�� Licensee C%"' 15-Non-Disclosure: (a) Licensee acknowledges and agrees that m providing the 'Service . Licensor may disclose to Licensee certain confidential, proprietary trade.secret information of Licensor (`Confideniiat informa(-ion') Confidential information may include, but is not limited to. the 'Service-. computer programs, flowcharts, diagrams. manuals. schematics, development tools, specifications_ design documents, marketing information, financial information or business Plans During this Agreement and for a period of five (5) years thereafter. Licensee agrees that 9 will not. without the express prior written consent of Licensor_ disclose any Confidential Information or any part thereof to any third party At the termination of this'Agreerrtent: Licensee will cease utilizing the,'Service" and will return all, Confidential Information to Licensor unless Licensee renews the "Service' as outlined in this Agreement. Nothing in this Agreement will be deemed to prohibit the disclosure of any information in response to a subpoena or other similar order by a court or agency with lurisdtrrtion to issue it relevant to the, resolution of any dispute between the parties The Licensee will. promptly; notify the Licensor of the recut of any subpoena or other sitnitac -Wft cxf ..Qi-aapr- sequegt- pndeFthe -Publ a tnformat' similar law. The Llceiise witl,cooperate with the Licensor in defending against disclosure of any confidential information under any such subpoena, order or request: (b) Licensee also agrees that it shall not'dupticate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the "Service or any software provided. 16. Termination: Licensee may terminate this Agreement by notifying the Licensor in writing no less than 30 days in advance of desired termination. Licensee wilt'retuin�aN Confidential Information and copies to Licensor_ Licensee will forfeit all Pre -Paid System Minttttes upon termination of this A reement g licensee understands'that Licensor reserves the ngTiE to terminate Licensee's<accodnt at'any time for reasons irlduding, but not firnited to, jai ure to abide by the terms of this Agreement or failure to pay'any fees or charges when due. In the event that Licensor terminates this Agreern€nt W reasons other than licensee`s failure to"a 3S by this Agreement. Licensor will refund to Licensee an amount equal to� the balancg of prepaid System Minutes in Licensee's count' Upon termination. Licensee. frees to remtive�froin Licensee's computers) any files related to the 'Service'. 17. Merger: This Agreement.terminates and suorsedes' all prior undersiandings or agreements on the subject matter hereof; Only, a furtherwriting' that is duty eitecuted by both 9arties inay rnodity this Agreement 18- Confidential Data: Licensor agrees that in view of the confidential nature of Licensee supplied data and files that it is to prepare, process or maintain under this Agreement it %ifill iEs, duties in such a manner asIto prevent the chscti isure't'o any persons not'empioy_ed by-Lx ensor of any such data and files unless Licensor and Licensee mutually agree in writing otheiyvise_ 19. Integrity of Data: Licensor caiinot`guarantee the integrity of any Licensee U supP6ed.liata, As such, any errors. duplications, or u"t racies related to Licensee suppled data wilt u'k-R' ately reside with Licensee. 20- Notices: All notices or requests, demands and other communications hereunder shall be addressed to the parties as follows: As to Licensor Emergency Communications Network, Inc. 9 Sunshine Blvd Osn►ond Beach, FL 32174 As Emergency Com.minrcations Network Inc CodeRFEW� Services Agreement Page 4 of 6 initials Licensor Licensee 21. General: Each party to this Agreement agrees that any dispute arising under this Agreement shall be submitted to binding arbitration according to the rules and regulations of the American Arbitration Association If any dispute arises the prevailing party shall be entitled to the costs and attorney's fees from the losing party for enforcement of any right included in this Agreement, both a Court of first jurisdiction and all Courts of Appeal IN WITNESS WHEREOF, the parties execute this Agreement on the date(s) indicated below. Licensee: Uty of Eede a! Wa Washington By- /1-1 Printed Name: Cary M. Roe, P.E. Assistant City Manager Title: Chief Operating Officer/Emergency Manager Date Licensor Emergency Communications Network, Inc_ By: Printed Name David DiGiacomo Title: Vice President Date. D(/26 1,7,W S APPROVED AS TO FORM: 60v�*—t� P cia A. k4chArdson, City XttorneY Emergency Communications Network. Inc Page S of 6 INtiats CodeREOO Services Agreement Licensor Licensee Exhibit A - Service Charges Initial block purchase(s) of Prepaid System Minutes One (1) year CodeRED Service Agreement $ included 150,000 CodeRED System Minutes Additional System Minutes 500 minutes for testing and training UP-to-§Code-REO user pass codes -- Initial Residential database Upload One (1) CodeRED distance training session $ 37,500.00 $ 0.25 per minute S No Charge (see paragraph 6) $ Included $ Ho Charge $ No Charge System usage will be charged against Prepaid System Minutes at actual minutes of time connected while delivering prerecorded System calls. All calls wilt be billed 'in 6- second increments Only connected calls (live connections, answering machine connections and fax tone connections) will result in connection charges being incurred Additional Pass codes may be purchased for an annual fee of $150.00 per pass code. Database Accuracy Updates Licensor Supplied Database- 'Database Accuracy Updates' ensure that the.data p6pulation maintained by Licensor under this Agreement undergoes periodic accuracy checks using the Licenser's most current in -house compiled database including. but not limited to, household addresses and telephone numbers It will be the sole responsibility of the Licensee to nfainiaiii database accuracy and request updates from the Licensor. One annual 'Database Accuracy Update" will be performed by the Licensor upon request by the Licensee at no charge. Additional updates requested by Licensee will incur charges at the rate listed below after the update service is completed by Licensor. 2.5a per record in final updated database population Licensee Supplied Database: A service tabor fee of One Hundred Dollars ($100.00) per hour will be billed to Licensee for any data importing, manipulating, and loading any database supplied by Licensee or on Licensee's behalf to Licensor. $100 per hour for database maintenance Annual System Maintenance, including all Software Upgrades Emergency Canmunimlions Network. Inc Page 6 of 6 CodeREOO Services Agreement $ No Charge Initials Licensor,p,, Licensees/ RETURN TO: c.,��5:>> L�.- EXT: � --� � y CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS /�rner qen � N� G YY1'�" - 2. ORIGINATING STAFF PERSON: �� Q G���S EXT: �� �� 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION [3�CONTRACTAMENDMENT �AG#�`. �FS � u � 3 ❑ INTERLOCAL ❑ OTHER __ 5. PROJECT NAME: COC�C� 2ed mcss (1 a�Fs ca.-j-t �n tvc-len.-� 6. NAME OF CONTRACTOR: Cmer c�erlc� ComMJr�� C�l-i1"CX'LS IJe-4u'x�� ADDRESS: � S��nSh�ne i3l�c� �(lrmrnc� �Pr�c.`n Fi.._ 3a 1'l`i TELEPHONE: �Sii� �S`I� (033`l E-Mnir.: F.a�c: SIGNATURE NAME: .D�v` �' �+ G"�� (i. Cor'h O TITLE: V� u- C�-°Si C�P.Y1'#� 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CER'TIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # Yl � Jk BL, EXP. 12/31/ UBI # Yl �!� , EXP. / /_ g. TERM: COMMENCEMENT DATE: � I Z$ I t7 � COMPLETION DATE: � I4-8'2O �� 9. TOTAL COMPENSATION: $ 'Z6 �pOp -t s 3� ��j �2� 2 5po . a� (INCLUDE EXPENSES AND SALES TAX, IF ANY) �IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY � PURCHASING: PLEASE CHARGE TO: ( t� 1� �3 O O' a"1 �- 5� 5' l� �-`}� � — lO. DOCUMENT / CONTRACT REVIEW ❑ RROJECT MANAGER �DNISION MANAGER ❑ DEPUTY DIRECTOR `� DIRECTOR O RISK MANAGEMEIYT (IF APPLICABLE� �gC LwwDepr 11. COUNCIL APPROVAL �IF APPLICABLE� INITIAL / DATE REVIEWED �I7�'l/.�t'�J1s� ; y�� � � �� � � COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAw DErr ❑ SIGNATORY (MAYOR OR D[RECTOR) � CrrY CLExx ❑ ASSIGNEDAG# ❑ SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL INITIAL / DATE SIGNED AG# -d F' DATE SENT: �L�-i' • l� INITIAL / DATE APPROVED COUNCILAPPROVAL DATE: DATE REC' D: COMMENTS: EXECUTE" �"ORIGINALS ��S Cor�tra�c-t a�MU�-4iCcx1�� ren�wS eC�� uear On -I-�►e 0.nnivPX�.�� v c�ale. �Pcme,Y�c�w�r�n-M salou�s c�.ppn��lo:,l -t.� ��er,c� c°.v,c.� � -For sr viue -fv� a.r,�-i�.e.,r �1cc��, Upc�a-{ec� PO w tl �Ftec,� aw�ex�d rv�er,i- PO � vSSln�� 1/9 C DERED SERVtCES AGREEMENT This Serv�ces Agreemen ('Agreement') is made and effectwe as ol the last date written bebw by and belween Emergenc Commurncations Network. Inc a Fior�da Corporat�on ('��censot� located at 9 Sunshine B ulevard. O�mond 8each. FC 32174 and the Ci o/ Federal Wa . a body potaic and corporate af the Siate of Washinpton ("l�censee") located at 3?325 Avenue South. Federal Wav WA 98063. Licensor is the owner o1 a serv�ce ident►iied as 'CodeftEO� Emergency Nd�ficabon System" (The 'Service'). wh�ch allows use�s to place prerecorded telephone calls at high speed t� caa recipients Licensee des�res to utd�ze the 'Sernce' for the purpose of commurucatmg matters of public interest and concern In �nsideratwn of the prom�ses set forth, the pa�t�es agree as foHows License: Licensor grants l�censee a non-exdusive and no�-t�ansferable license lo use the 'Service' {hereinaRer refetred to as "The t.icp,nse") fo� Licensee's own purposes i� aCCOrda�ce with the tem�s out{ined m thls Agreement. Licensee understands and agrees that they are (uNy responsible for the use of such services by anyone whom Licensee aufhorizes or permits to use ihe "Service", and anyone who accesses the'Service' by ul�izing Licensee's Confidentia�l access codes. The l.iceosee may not modiy the'Service", disable any acense or control features of the "Service." Licensee may ►tot (i) assign, �icense sublicense, cent. sea, transfer the'Service", this Agreement, o� any portion thereof or {i,) util,ze the 'Secvice' except as expressly permitted 'm the Agreement between t,icensee and L�censor. The License witl inciude pas� codes for up to tive 5 authbrized 'Serv�ce' users Add�tionat users pass codes may be obta�ned at an additio�al annual fee as outlined in Ezh�b�t A 2. Owne�ship: The'Serv�ce" �s owned and copynghted by Licenso� The l�censee's Ncense confers no tiUe or ownership m the "Servece' whatsoever 3_ Copy�ight: United States copyright taws and interna6onal treaty provisions p�otect the "Service" Except for the limded license prov�ded. Licensor resenres a11 rlghls u� and to the "Service' and atl underlying data. compdations. a�d i�formation mamta�ned by l�censo� �elating to the "Service`, including but not iim�ted to, the source or object code 4. Fuoctionality. The 'Senrke" provides the ab�ity for the licensee to access pre-defined 9�9�Ah���y selected call��g areas or I�sted databases via an IMernet-based sottware application. The'Service" also has the abilrty to select calling databases v�a a geographic mapping component_ The Seniice wdl atso ublize an interactive vace response telepho�e senrice used to �ecord messages and indiate call out projects The 'Service" is desig�ed to be active 24 hours per day 365 days per yea� S. Costs fo� The "Seroice" �uring the term of this Agreement L�censee agrees to pay aN costts for utilizing the 'Service' as described in Exhibit A- Service Charges: attached to and made a part of this Agreement Licensee wiM pu�chase prepaid 'Service' (Prepaid System Mi�utes) 1Nhenev� licensee udhies the "Service" the actual cathng minutes used by Licensor white utiiizing the 'Service' wiY be deducted from the balance of Prepaid System Minutes remairnng in licensee s Prepaid Mawtes account. licensee is responsible to maintaK► a sufficient balance of Prepaid Syslem Minutes an acxount. Payment for the "Service' is �e a�d pay�le upon receipt of invoioe (R01). Finance charges at a rate of '1 °� per month (1296 per annum) wiM be charged on all � balances outslanding beyond 6p days_ If a taw which applies to this finance charqe is inierpreled so tt►at the interest or other finance charges collected � to be cdlecied in conr�ecGo� with this Agreeme�t exceed the permitted timits, then (i) any such loan charge shalt be reduced by the amount r�ecessary to reduce the charge to the permitted timit, and (ii) any sums already collected from Licensee which exceed pennitteri tim�ts w�l be refunded to Licensee. A!I payments due Em«ge�cq camr�rcauo�s raear«k. tic Page t of 6 �n�a�s CodeREO'� Serv�ces Agreeme�t ��� Licensee � under ih�s Aq�eemenf shall be paxi to Emergency Communications Netwo�k, inc at 9 Sunshine 61vd . Ormond Beach, fL 32174 Free Minute Blocks L�censee �s allotted free t�me on the system for the purpose of teshng and aaimng The folbwMg must be met �n prder for �icensee to utilize the (ree mmute bank specified m Exbibd A. a Minutes wiU be deducted from Lrcensee's minute bar� af lhe time of using the `Service" b Licensee must natify Licensor in wMing within 60 days of the use of the "Service' specifying Quabfi�d prqect(s► to obtam elgible iree minutes and restoration of the deducted m�nutes mto l�censee's mx�ute ba�k IF Licensee fails to notify L�ce�sw within 60 days of !he use of the 'Service", the minutes used wiQ not be ebg�ble for consideration as free minutes and wd1 remain as a deduction From L�censee's m��ute bank as described above in paragrdph 5 c. Any unused minutes remaubng in these blocks are not transferable. d Ucensor wiY have lhe final �ght to deem aN free c�l'�ng mi�utes eligible or inelig�ble 7. Tenn ot Service Agreement: The License wiN extend for a period of one (1) ve+Hr beginning o� the last date this Agreement �s sgned by troth Licensee and Licensor. O� the date thls Agreement te��runates. licensee wi11 forfeit aN Prepa�d System Minutes remaini�g on account 8. Cootract Extension: Upon each annual annwersary of the effective dale of th�s AgreemeM. the tem� of this Agreement wip exEend for add�+ona! one-year periods. This c�Mract extensian lxovision (the `extensia� provision") wiN co�tinue to extend fhe contract period by one additionat year annually. Either party may cance� this extension provision by submitting notice to the other �o less than 30 days prio► to the annual anniversary o( the effective date ot the Agreement. The acfivat�on ot the eutension provis�on w�a t�ge� the folbwing events. a) licensee s System Minute bank will be replenish� to the orig�nal 150 000 minute balanoe; b) Licensor witl update its systems to extend the active sokware bcense arxi associated access codes for one addiEional year of use. c) Licenso� wdl �nvobce Licensee for one additional year service e�Aension at the rate of th� seven fhousand Sve hundred dollars (S �7 500). d) Licensee wip be �esponsibte for payment of the co�tract etttension fee upon receipt of invoice from d�e L�censor 9. Minute Baok Rsfill featw+e: The part�es recog�ize that licensee may uti�ze the 'Service i� a manner that results in the actuat System Minute usage exceeding licensee's active Prepaid Minute 6ank. In the event using the'Service" completely exhausts Licensee's remain�g Prepaid Minute Ba�c licensor wiN irtxnediately �efill Licensee's Prepaid Minute Bank wdh a block oF 15.000 System .Minutes, �d wiq invoice licensee for this block of minutes at the Additanal System Minute pnce as i�►dicafed in Exhibd A L�censee will be responsible for payment of Additiona! System Mfnute biocks upon receipt of lnvace from licensor. lic:ensee ag�ees to purchase aN such add�ional blodcs of minutes as needed in order to maa�tain a positive Prepaid System Minute bal�ce. The purpose of this refil! feature is to ensure that caNs being placed via the'Service' are not intemrpted as the result of Licensee's depletion of thcw Prepaid Minute Bank. 70. Appropriate Use of The Smrv�e: To access the 'Service' Ucenspr wiq prowde Licensee with unique user name(s) and password(sj. Licensee agrees to main�in such user n�ne(s) a�d password(s) as private and confi�ntial information. Licensee agrees to use the `Service' in a way that conforms with al! applicable laws and regutations. L+censee specifically agrees rwt to , make any aiter�t to gain una�horized access to any of Licensor's systems or networks. Licensee agrees ihat Licensor shalt not be responsible and Iiable for the co�tent of the message(s) delivered by Ihe'Service' on behalf of Licensee. Emergen�y comrnurrcalans Ndwonc. N,c Page 2 of 6 art,ais CodcREO� Serv�ces Agreemed L�� L�censee Q�''` 11. SeCUrity: L�censee undersfands that Internet commurncations are not secure, and may be subject to �nlerception or loss Licensee understands and acknowledges that L�censor is provding the "Serv�ce' on the World W�de Web through an "upstream' third party lntemet Serv�ce Provider. utilizmg pubhc ubhEy serv�ces L�censor shall not be liable to L�censee in the event of any interrupt�on of service or fack of presence on the Internet as a result of any disruption by the Ihad party Internei Service P�ovider or pubFC utilily In the evenl ot any disruption o( serv�ce. Licensor wiN use �ts best efforts to noUfy Licensee and to expedde resumption oF sennce 1t Wa��anty: (a► L�censee acknowledges that soRware �n general is not error-free aod agrees lhat the existence pf such errors m so(iware used 'm conjunction with the 'Se�wce' shall not ca�stitute a breach of this License (b) In the event that licensee discovers a material error which substar►tialy affects Licensee's use of the 'Serv�ce and notifies L�censor of the error, licensor shall use reasonable measures lo cort�ect Ihat pa�t of the "Serv�ce' whrch does not so comply, provided that such non-cornplwnce has not been caused by any modification, varialion or addiiion lo the 'Service' not performed by Licensor. +ts agents or co�tractors, or caused by its incorrect use, abuse or conuption of the 'Service' soflware, or by use of the 'Senice' with other soflvrare or on equipment with whicF� � is p�compafiWe (e) Licensee is responsible for mainta�ning access to lhe In[emet. licensor in no way warrants Licensee s access to the I�ternet via Licensee's Inlemet Service Providens). 11. Warranty pisclaimer To the extent perm�tted by the applicable law. Licensor disclaims all other warranties w�th respect to the "Sernce", either express or implied, induding but not limited to arry impiied warranties of inerchantability or fitness for any particular purpose In no event (eveo shoufd cucumstances cause any or all of the exclus�ve remedies to fail of �ts/their essential purpose and even �f Licensor has been advlsed oF the possibility of such damages) shaN licensor be liabte for any speciai, iadirect, incidental or consequenGal damages of a�y nature (regardless � whether such damages are alleged to arise in contract, torl or dherwise). includi�g, but �ot Gmited to. loss o( anticipated profits or other economic loss in connection with or ensuing from the existence, fumishing, function. or Ucensee's use of any item of products or services p�ovided tor in this Agreement licensee understands that the cumulative liability ot Licensor for any and all claims relat�ng to fhe "Service' prov�ded by L�censor, in contract, tort o� othervvise, shall not exceed Mat totat amount pa�d by licensee fo� the most recendy purchased bbck oE Prepaid SysEem Minutes 14. fndemnification: L�ensee understands that Licensor dces not resUict the use of the 'Service' by licensee and therefore Licensee agrees tMat Licenso� shall not be responsible a�d/or liab�e for the content of the message(s) created by licensee delivered by the "Service' ort behalf of Licensee. To the extent permitted by iaw L�censee agrees to detend, indenu►i(y a� hold harmless licensor and its affiliates, employees and agents, including but not limited to lic�sor's exGusive sales agent, The Broadcast Team, Inc., frorn ar�y and all liabilities, costs, and expenses, including reasonable attorneys fees, ansing from any violalion of this AgreemeM by L�censee or those who access the "Senrice` through Licensee's account, or the use of the 'Service" or the pfacement o� transmission ot any message, i�formation or other materials by Licensee or by those who have access to the "Service' through Licensee's account. L;ce�see shall be responsiMe For compliance with aH applicabte laws rega�ding outbound telemarkefing. which may include, but are nol timited to the Federal Telepha�e Consumer Protection Ad oF 1991, The Telemarlc�ing and Consumer Fraud and Abuse Pcevention Act of 1999 and ihe rules and regulations prorrwlgated thereunder, as weH as Sbte a�d Local teiema�iceting laws and requirements Lice�see shall, to the extent permitted by law, defe�d, indemnity and hold Licensor harmless from all lawsuils, demands, liab�t�t�es, damages, clairns, bsses, costs or ezpenses, i�duding atlomeys' fees (whether by salary, �etaine� or otherwise), arising out of or resu�ing frvm, in whole or in part, a vioiat�on of such laws L�censee wiil be solety respo�►s'ble and liable for any such violations. The provision of this AAicle shali survive tertnination of this Agreement. Emerge"cy ca^^n,n�caMa,s Welw«�c. tnc Page 3 of 6 krua�s CodeREO� Servxes AgreemerN ����"�_ licensee ��!y'�'L 15. Non-Oiscfosu�e: (a) Lice�see acknawle�iges and agrees that m providirg the'Service", L�censor may dtsdose to l�censee certain conlidential, propnetary trade secret information of lrcensor (`ConfidenUal I�tormation') Confident+al tnformatlon may include, but is not limited to, the "Sennce', computer programs. flowd�arts, diagrams, manuals, schematics, development tods. spec�ficat�ons. des+gn documents. marlcetinng i�formation, fi�a�cial information or business plans Ou�+ng th�s Agreement and for a period of five (5) years thereafter, licensee agrees thal i1 w�tl not. wdhout the express prior wntten consent of Licensor, disclose any Co�fidernial Informai�n or any part thereof to any third pariy At Ihe term�nation of this /►greement, Li�ee wdl cease Wd�zx�g the 'Service' and wiq �etum ap Co�fidential tnformation to LiCer�sw unless l�censee renews Ihe "Serv�ce' as outuned �n ihis Ag�eement. Nothing in this Agr�eeme�K wiN pe deemed to prohibif the discbsure of any in(ormation p� �esponse to a subpoena pr ot�r sim�ar order by a court or agency with jwisd�ction to issue it relevant to the resdutipn pf eny dispute Oetween the parties The L�censee wilt promptly notiy the Licensor of the receipt of an subpoena or other sim�ar order and of any request under the Pub�c Information Act pr �r dt�et similar iaw. The L�censee wiN cooperate wRh the Licensor in defe�ng against discbsure of any confidenbal iaformation under any Such subpoena, order or �equest. (b) Lacensee also agrees that � shaq not dupC�cate, tra�slate, modify, copy, p�out, d�ass�tr�le. dec�ompile or otherwise tamper with the "Service' or any soflware provided. !6. Ternni�afion: Licensee may terminate this Ac,�reeme�t by noti�ying the Licensa in wrip� �p less lhan 30 days in advance of desired tertnination. Lioensee wiq relum alf CanfidenGal lnfom�ation and copies to Lic�sor. Licensee wifl forfeit aq Pre-Paid System Minutes upo� ternxnatpn of this Agreertient licensee understarxls that Licensor reserveg tF1e righ� �p terminale Licensee's account at any time for reasons induding, but not fimited to, fadure to abide by the tem�s of this Agreement or failure to pay �y fees or charges when due. In the event that Licenso� terminates this Agreement for reasons other than licensee's failure lo abKie by this Agreement. ticensor wiN reFund to l�censee an amount equal to lhe balance oF Prepaid System Minutes m L�censee's account Upon termu�ation. Licensee agrees W remove from L,icensee•s compWer(s) any files retated to the'Service'. 17. Merger: This Agreemen! tem�inates and supersedes aN prior understandings or agreemeMs on the subject matter hereof. Only a further writing that is duly execeited by both parties may mod�ify this Agreement 18_ ConfMential Oata: Licensor agrees that in view of the conibential nature of Licensee suppGed data and files that it �s to prepare, process or maintain under this Ag�eemen(, it wiY peifortn its duties in such a manner as to pteve�t the discbsure to �y persons rwt emptoyed by Liceosor of any such data and files unless L�censor a�d Licensee mutuaqy agree in writing offien�vise_ 19. Integrity of Data: Licensor cannot guarantee ihe integrity of any Licensee suppNed data_ As such, any enors, duplications, or inaccuracies related to licensee supplied data will ulliimately reside with Licensee. 20. Notices: Alt notices or requests. demands and other communicalipns hereunde� shall be addressed to the parties as folbws: As to Licensor: Emergency Conwnunicatw�s N�k, lnc. 9 Suoshine Blvd. pRrand geach, FL 32174 As to Vicensee: CiN af FederaJ Wav Attn: Rav Gross�meraency Manaaement Coo�natof 3�3Z5 8`" Ave+nue South Federal Wav WA 98063 Emage�cy Camnnrrca6ons Ne�wo,x mc Page 4 of 6 u,;� CoaeRED� Senices qgr¢en�p ��,�'['y bi��4— Licensee ��L 0 21. General: Each party to this Agreement agrees that any dispute a�sing under this Agreement shaq be subm�qed to bind�ng afiitration according to the rules and �egulatio�s ot the American Afiitration Assoc�ation If any dispute a�ises the preva�6ng party shall be entAled to the costs and attomey's Fees from the losing party for enforcement of any nght included in th�s Agreemenl, both a Court o( firsl jurisdict�on and aG Courts of Appeal IN WITNESS WHEREOF, the parties execute this Agreement on the date(s) u�dicated bebw l.icensee: ay Printed Name: Tide: Oate Licensor. ey: Printed Name Tdle- Oate. C" oi Fede al Wav. Washinqton � ��� Cary M. Roe, P.E. Assistant City Manager Chief Opecating Oificer/Emergency Manager /�i&-/o s— Emergency Communications Nelwork, lnc. � ``I' _,1 Qavid QiGiacomo Vice President i � �. � Emetgen�.y Carwnunicalions Nelwock, !�c CodeREO� Senioes AgreunerM APPROVED AS TO FORM: P'cia A. cha dson, City aomey Page 5 of 6 w+�oa�s llcensor � Licensee l� Exhibit A — Service Charges Initial block purchase(s) oF Prepaid System Minutes One ( t) ye� CodeREO Senrice Agreernent ; Inciuded 150.000 CodeREO System Nhrwtes Additional System Minules 500 minutes for testing ar�d ttaining Up !o S CodeREO user pass codes Initial ResideMiat Oatabase Uplvad One (1) CodeREO distance t��ning session s sT.soo.00 f O.TS oer m�nute S No Charce �see paragraph 6) S Included f No Charae S No Charpe SYstem usage wip be diarged against Prepaid System Minutes at actuat mi�utes of time connected while deWenn9 prerecaded System calls. AM caNs wiN be billed in 6- second ir�ernents Or►y c�nected caNs (ave camedions, ansMrenng machine cbnnections and fax tone connections) will result m connect�on charges being incurred AddRionat Pass codes may be purchased for an annual fee of S 150.00 per pass code_ , Database Accuracy Updates Licenso� Supp{isd �atabase "Oatabase Accuracy Updates' ensure that the data populalion maiMained by Licensor under tt�is Agreement undergoes periodic accu�acy checks using the licensor's mosl current in-house compiled database �ncludu�g. but not timited to, household addresses and telephone numbers It wiN be the sote responsibility of the Licensee to maiMain database accuracy and request updates From the licensor. �r►e annual 'Database Accuracy Update" wil! be peApmred by the Licensor upon requesf by the L�censee at rro charge. Ad�tional updates requested by Licensee wdl �ncur charges at the rate listed below after the update service +s cort�leted by lfcensor. 2.Sa ner record in fi�al uodaled database 000ulatfon Lice�ee Supplied Wtabase: A sQnnce labor fee of One Fiundred Ootlars (5100.00) pet hour wiM be biUed to Licensee for any data impoRing, manipulating, and loading a�y database suppNed by licensee or on licensee's behal( to L�censor. S 100 cer hax For database mamten�ce Aonual S�IStem Mainte�ance, including aq Soflware Upg�ades En+age�r Comm�ri�rons NenNork. a,c Page 6 of 6 CadeREDm Serviees AgreemeM t No ha e UrNa1s LICCfISOf � LICB�IS@fl�/'�" \ RETURN TO: � EXT: Z--� �-Z CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / c.-1� V�c+r o1Q,l�a,-..� �� 2. ORIGINATIIVG STAFF PERSON: � C1/W'� EXT: �-� � Z, 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECUR[TY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION � CONTRACT AMENDMENT (AG#�: ('� "v.,1,� ❑ INTERLOCAL ❑ OTHER_ 5. PROJECT N NAME OF CONTRACTOR: � � � ( � ��� ADDRESS: r ra- U✓ '�L Z- �l V TELEPHONE: � E-MaiL: FAx: SIGNATURE NAME' G.�1 � ��, � � �-w wLJ TITLE:V � � �f�S� 7. EXHIB[TS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # �1%��- BL, EXP. 12/31/ UBI #� 1� , E�• � � 8. TERM: COMMENCEMENT DATE: 1I Z� I ZW �S COMPLETION DATE: �I h�+ /�O I�'I TOTAL COMPENSATION: $ I$1 �ul� }- � 1 (yO - 2Z� '1 -(]J (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARG - ATTACH SCHED ES OF EMPLOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ ❑ PURCHASING: PLEASE CHARGE TO: I d I�`) Zt7.7' Z� r'1 ��] � J�) J��'� 10. DOCUMENT / CONTRACT REVIEW R � DIVISION MANAGER � DIRECTOR �LAW DEPT PAID BY: ❑ CONTRACTOR ❑ CITY INITIAL / DATE REVIEWED INITIAL / DATE APPROVED � / i , i , ..� - ���v�s ,�� I / 11. COUNCIL APPROVAL (IF APPLICABLE� COMMITTEE APPROVAL DATE: 1Z. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, L[CENSES, EXHIBITS �PT ) �CITY CLERK ASStGtvED AG # Ji� SIGNED COPY RETURNED ❑ RETURN ONE ORIG[NAL COMMENTS: ^---.......... �� I a INITIAL / DATE SIGNED a�7# —Ol3E DATE SENT: �O' ZZ' IZ COUNCIL APPROVAL DATE: DATE REC'D: 1�5 CODERED SERVICES AGREEMENT This Serv�ces Agreement ( Agreement") �s made and effectwe as of the last date written below by and between Emergency Commurncations Network. Inc a Fior�da Corporat�on ('l�censot') located at 9 Sunshine Boulevard. Ormond Beach. FL 3?_ 174 and the Citv oi Federa! Wav. a body poldic and corporate of the State o( Washinqton ("Licensee") I�cated at 33325 8 Avenue South, Federal Way WA 98063. Licensor is the owner o� a serv�ce ide�t�fied as 'CodeREO��' Emergency Not�fication System" (The "Service"). wh�ch allows use�s to piace prerecorded telephone caUs at high speed to call recipients licensee desires to utihze the 'Serv�ce" for the purpose of communicahng matters of public interest and concern I� consideration of the promises set forth, the part�es agree as foNows 1. License: Licensor grants Licensee a non-exclusive and non-transferable license to use (he "Senrice" (hereinafter referred to as "The lice�se") fo� Licensee's own purposes in accordance with the terms outlined in this Agreeme�t. Licensee unde�stands and agrees that they are fufy responsible for the use of such services by anyone whom Licensee authorizes or permits to use ihe "Service", and anyone who accesses the "Service" by utilizing Licensee's Cvnfidential access codes. a. The licensee may not modify the "Service", disable any license or controi features of the "Senrice." L�censee may not (i) assign. license, sublicense, rent. setl. transfer the "Senrice", this Ag�eement, or any portion thereof or {i�) utilize the "Secvice" except as expressly permiited in the Agreement between liccnsee and L�censor. ihe License will include pass codes for up to five 5 authorized "Serv�ce' users Additional users pass codes may be obta�ned at a� additio�af annual fee as ouUined in Exh�bd A 2. Ownership: The "Sennce" is owned and copyrighted by Licensor The l�censee's ficense cor►fers no title or ownership m the "Sernce" whatsoever 3. Copyright: United States copyright taws and mternaUonal treaty provisions protect the "Service" Except for the limded license provided. Licensor reserves all r�ghls �n and to the "Service" and al! undertymg data. compilations, and mformation maintamed by Licensor relating to the "Service°, including but not 6mrted to. the source or object code 4. Functio�ality. The "Service" provides the ability for the L+censee to access pre-defined geographically selected callmg areas or I�sted databases via a� Internet-based software application. The "Service" also has the abildy to sefect calling databases via a geographic mapping component- The Service wUt also ut�lize an interactive vo�ce response telephone service used to record messages and initiate ca�l out projects The "Service" is designed to be act�ve 24 hours per day 365 days per year 5. Costs fo� The "Service" Ouring the terrn of this Agreement L+censee ag�ees to pay ap costs for utilizing the 'Service' as described in Exhibit A- Service Charges: attached to and made a part of this Agreement Licensee wilt pu�chase prepaui `Service" (Prepaid System Mi�utes) Whenever Lice�see util�zes the "Service" the ac(ual calling minutes used by L�censor white utilizing the "Service" wilt be deducted from the balance of Prepaid System Minutes rema+rnng in Licensee's Prepaid Minutes account. licensee is responsible to maintain a sufficient balance of Prepaid Sysiem Minutes on account. Payment for the "Service' is due a�d payable upon receipt of invoice (R01). Finance charges at a �ate of 'I% per month (12% per annum) wip be charged on atl - balances outstanding beyond 60 days_ If a taw which applies to this finance charge is interpreted so that the i�terest or other fi�ance cha�ges collected or to be collected in connect�on with this Agreement exceed the permitted limits, then (i) any such loan cfiarge shali be reduced by the amount necessary to reduce the charge to the permitted iimit, and {ii) any sums already collecfed from Licensee wh+ch exceed permitied Gmits will be refunded to Licensee. All payments due Emergency Carvnunications NeMrork, kic Page 1 of 6 Indwts CodeREQ� Serv�ces AgreemerH , Licensof"(7% c7'�— licensee �/� under th�s Agreement shall be pa�d to Emergency Communications Netwo�k. Inc at 9 Sunshine Bivd , Ormond Beach, FL 32174 6_ Free Minute Blocks Licensee �s allotted free hme on the system for the purpose of tes6ng and training TMe folbwing must be met �n order for Licensee to uUlize the (ree minute bank specified m Exhibit A. a Minutes wiit be deducted from L�censee's minute bank at the time of using the `Serv�ce" b Licensee must notify Licensor in wnting within 60 days of the use of the "Service' specifying quahfied pro�ect(s► to obtain eligible free minutes and restoration of the deducted m�nutes into l�censee's m�nute bank If Licensee fails to notify L�censor within 60 days of the use of the 'Service", the minutes used wilt not be el�g�ble for consideration as free minutes and wdl remain as a deduction from Lice�see's mmute bank as described above in paragraph 5 c. My unused minutes remain�ng in these bbcks are not transferable. d ticensor wil! have the final right to deem all free calling minutes elig�bte or inelig�ble 7. Term of Service Agreement: The License wiJl extend fo� a period of one (1) year begmning o� the iast date this Agreement is signed by both Licensee and licensor. O� the dale this Agreement term�nates. Licensee will forfert a!I Prepaid System Minutes remaining o� account. 8_ Contract Extension: Upon each annual anrnversary of the effective date of th�s Agreement. the tertn o! this Agreement wiN extend for addit+onai one-yea� periods. This contract extension provision (the "extension provision") wilt continue to extend the contract pedod by one additionai year annually. Eithe� party may caRCel this extension provision by submitting notice to the other no less than 30 days prior to the an�ual anniversary of the effective date of the Agreement. The activat�on of the extension provision w�ll tngger the following events. aj licensee's System Minute bank will be replenished to the original 150,000 minute balance; b) Licensor witl update i[s sys[ems to extend the active software license and associated access codes for one additional year of use, c) Licenso� w�11 invoice licensee for one add�tionat year service extension at the rate of thirtv- seven thousand five hundred dollars (S 3T 500). d) Licensee will be responsible for paymeni of the co�tract extension fee upon receipt of invoice from the Licensor 9. Minute Ba�k Refill feature: The part�es recognize that Licensee may utilize the "Service" in a manner that results in the actual System Minute usage exceeding Licensee's active Prepaid Minute Sank. In the event using the'Service" completely exhausts Licensee s remaining Prepaid Minute Bank Licensor wiA immediately �efili Licensee's Prepaid Minute Bank w�th a block of 15.00Q System Minutes, and will invoice licensee for this block of m+nutes at the Additiona! System Minute price as indicated in Exhibit A Licensee will be responsible for payment of Additional System Minute biocks upon receipt of �nvoice from Licensor. licensee agrees to purchase alf such additionai blocics of minutes as needed in order to mai�tain a positive Prepaid System Minute balance. The purpose of this refili feature is to ensure that catls being placed via the "Service" are not interrupted as the result of Licensee's depietion of their Prepaid Minute 8ank. 10. Appropriate Use oF The Service: To access the "Senrice' Licenso� will provide Licensee with unique user name(s) and password(s). Lice�see agrees to maintain such user name(s) and password{s) as private and confidential informatio�. Lice�see agrees to use the "Service" in a way that confomas witfi al[ applicable laws and regulations. L'+censee specifically agrees not to , make any attempt to gain unauthorized access to any of Licensor's systems or networks. Licensee agrees that Licensor shal! not be responsible and Gable for the co�tent of the message(s) delivered by Ihe "Service' on behalf of Licensee. Emergency CommurncaUons lJelwork, Inc Page 2 of 6 iruhals CodeREO� Sernces AgreemerM LlCensOr�_ Licensee � 11. Security: (_�censee understands that internet commurncations a�e not secure, and may be subject to �nterception or loss Licensee understands and acknowledges that l�censor is providing the "Se�v�ce" on the World W�de Web througfi an "upstream" third party Internet Serv�ce Provider. utihzing pubi�c ut�hEy serv�ces Licensor shaU not b2 liable [o Licensee in the event of any interrupt�on of service or lack of presence on the Internet as a result of any disruptio� by the Ih�rd party Iniernet Service Provider or pub6c utili[y In the event of any disruptian of service. licensor will use its best efforts to notiFy Licensee and to expedite resumption oF serv+ce 12. Wa��anty: (a) Licensee acknowledges that software in general is not error-free a�d agrees that the existe�ce of such errors +n software used in conjunction with the "Serv�ce' shatl not consiitute a breach of this L�cense (b) In the event that l�censee discovers a material error whlch substantially affects Licensee's use of the "Service' and notifies Licensor of the erro�. Licenso� shall use reasonable measures to correct that pari of the "Serv�ce" wh�ch does not so comply, provided that such non-compliance has not been caused by any mod�fication, variation or addition to the "Service' not performed by Licensor, its agents w contractors, or caused by its incorrect use, abuse or corruption of the 'Service" software, or by use of ihe "Service" with other soflware or on equipment with which it is incompatible (c) Licensee is responsible for maintaining access to ihe Internet. Licensor in no way warrants Licensee's access to the tnternet via L�censee's Internet Service Provider(s). 13. Warranty Oisctaimer_ To the extent permitted by the appiicable law, Licensor disclaims alt other warranties with respec{ to the "Service", either express or implied, including but noi limited to any impiied warranties of inerchan[ability or fitness for any particular purpose In no event (even should circumstances cause any or all of the exclus�ue remedies to fail of �ts/their essential purpose and even if Licensor has been advised of the possibility of such damages} sha(1 Licensor be liable for any special, indirect, incidenial or consequential damages of any nature (regardless of whether such damages are alleged to arise in contraci. to+t or otherwise), including, but not limited to, loss of anticipated profits or other economic loss in connection with ar ensuing from the existence, iurnishing, function. or Licensee's use oF any item of products or services provided for in this Agreement Licensee understands that the cumulative liabiiity of Licensor for any and all claims rela6ng to fhe "Service' prov�ded by licensor, in cont�act, tort o� othervvise, shap not exceed that total amount paid by l�censee for the most recently purchased block of Prepaid System Minutes 14. fndemnification: L�censee understands that Licenso� does not restnct the use of the 'Service' by Licensee and therefore Licensee agrees that Licensor shall not be responsible and/or tiabte for the conte�t of the message(s) created by Licensee delivered by the "Service" on behalf of Licensee. To the extent permitted by faw L�censee agrees to defend, indemnify and hold harmless Licensor and its affiliates, employees and agents, including but not limited to licensor's exclusive sales agent, The Broadcast Team, Inc., Frorn any and all liabilities, costs, and expenses, including reasonabie attorneys' fees, arising from any violation of this AgreemeM by Licensee or those who access the "Senrice" through Licensee's account, or the use of the 'Service" or the placement or transmission of any message, inFo�mation or other materials by Licensee or by those who have access to the `Service" through Licensee's account. licensee shall be responsible fo� compliance with aN applicable laws regarding outbound telemarketi�g. which may include, but are not iim;ted [o the Federal Telephone Consumer Protection Act of 1991, The Telema�iceting and Consumer Fraud and Abuse Prevention Act of '1999 and the rules and regulations promulgated thereunder, as weil as State and Local teiemarketing laws and requirements Lice�see shall, to the extent permitted by law, defe�d, indemnity and hold Licensar harmless f�om all lawsuits, demands, liabilities, damages, claims, tosses, costs or expen5es, inGuding attorneys' fees (whether by salary, retainer or othervvise), arising out of or resulting from, in whole or in pa�t, a violation of such iaws L�censee wiil be solety responsible and liable for any such violatrons. The provision of th�s Article shalt survive te�mination of this Agreement. Emergency CanmurocaUOns Nehvork. Inc Page 3 of 6 Indials CodeREO� Serv�ces Agreemenl LtC2�1SOf�_ Licensee �� 15. Non-Disclosu�e: (a) L�censee acknowledges and agrees that m providing the'Service", L�censor may d�sclose to L�censee cerlain confidential, proprietary trade secret information of Ucensor ('�Confide�tial information') Confident+al lnforma6on may indude, but is not limited to, the "Serv�ce", computer programs. flowcharts, diagrams, manuals, schematics, development tools. spec�ficat�ons. des+gn d�uments, marketi�g information, fi�ancia! information or business plans Ounng ih�s Agreement a�d for a period of five (5) years thereafter. Licensee agrees thal it w,ll not. w�thout the express prior wr�tten consent of Licensor. disclose any Confidential Informatio� or any part thereof to any third party At Ihe term,�ation of this Agreeme�t, Licensee wdl cease utdizmg the °Service' and wiU return alt Confidential l�formation to Licensof unless Licensee renews the "Service" as outlined in ihis Agreement. Nothing in this Agreeme�t wiN be deemed to prohibit the disclosure of any information in response to a subpoena or other similar order by a court or agency w�th �urisd�ct�o� to issue it �elevant to the resolution of any dispute between the parties The Licensee will promptly notify the Licensor of the receipt of a�y , subpoena or other similar orde� and of any request under the Public Information Ac[ or any othe� simiiar iaw. The L�censee will cooperate with the licensor in defe�ding against discbsure of any confidential information under any such subpoena, order or request. (b) licensee also agrees that it shall not duplicate, translate, modify, copy, printout, disassemble, decompiie or otherwise tamper with the "Service' or any software provided. 16. Termination. L�censee may termi�ate this Agreeme�t by notifying the Licensor in wri6ng no less than 30 days in advance of desired tennination. Licensee will retu�n all ConfidenGal Informatan and copies to Licensor. licensee will forfeit a!I Pre-Paid System Minutes upon termination of this Agreement licensee understands that Licensor reserves the right to terminate l�censee's account at any time %� reasons including, but �ot fimited to, failure to abide by the terms of this Agreement or failure to pay any fees or charges when due. In tfie event that Licensor terminates this Agreernent for reasons other than licensee's failure to abide by this Agreement, licensor w�8 refund to L�censee an amount equal to fhe baiance of Prepaid System M�nutes m L�censee's account Upon termioation. Licensee agrees to remove from Licensee s computer(s) any fi►es related to the 'Serv�ce". 17. Merger: This Agreemeni terminates and supersedes all prior understandings or agreements on the subject matter hereof. Only a further writing that is duJy executed by both parties may modify this Agreement 18_ Confidential Data: licensor agrees that in view of the confidential nature of Licensee supplied data and files that it is to prepare, process or maintain under this Agreemenl, it wiU pe�Fottn its duties in such a manner as to prevent the disclosure to any persons not emptoyed by Lice�sor of any such data and files unless L�censor and Licensee mutuaNy agree i� writing othervvise. 19_ Integrity of Data: Licensor cannot guarantee the integrity of any Licensee suppfied data_ As such, any errors. duplications, or inaccuracies related to Licensee supplied data will ultimately reside with Licensee. 20. Notices: All notices or requests, demands and other communications he�eunder shall be addressed to the parties as follows: As to licensor: Emergency Communicat�o�s Network, lnc. 9 Sunshine Blvd_ dmiond Beach, FL 32174 As to Licensee: City of FederaJ Wav Attn: Ray Gross/Emerqency Maaauement Coordinator. 33325 8�' Avenue Sauth Federal Wav WA 98063 E+nergency Cornrtn�rocat�ons Netwak Inc Page 4 of 6 loitiats ��� CoUeREO� Seroices Agreemenl licensw- _ �fJ �V�-T- ticensee � 21. Generaf: Each party to this Agreement agrees ihat any dispute ansing under this Agreement shall be subm�tted to bind�ng arbitration according to the rules and regulations of the American Arb�tration Assoc�ation If any dispute arises the prevailing party shall be entdied to the costs and attorney's Fees from the losing party for enforcement of any nght i�cluded in this Agreemenl. both a CouA of first junsdichon and atl Courts of Appeal IN WITNESS WHEREOF, the parties execute this Agreement on the date(s) indicated below. l.icensee: ey P�inted Name: Titie: Oate Licensor: By: Printed Name Title Oate. Ci oi Fede al Wav. Washinqton lvl Cary M. Roe, P.E. Assistant City Manager Chief Operating Officer/Emergency Manager �/�&"! � � Eme�gency Communications Network, Inc. � � � David DiGiacomo Vice President � ; ' ,i . �� APPROVED AS TO FORM: P'cia A. cha dson, City ttorney Emer9ency Comrtw�aGons NelwoAc. !nc Page 5 of 6 �nitials CodeREO� Services AgreemeM LIC@fISOf � �• Licensee ���lY'�- Exhibit A — Service Charges Initial biock pu�chase(s) of Prepaid System Minutes. One ( t) year CodeRED Senrice Agreement $ Included 150,000 CodeREO System Mmutes Additional System Minutes 500 minutes for testi�g and training Up to 5 CodeRED user pass codes Initial Residenliat Database Upbad One (t) CodeREO distance t�aining session $ 37,500.00 S 0.T5 per minute $ Mo Charqe (see paragraph 6) $ Included $ No Chame $ No Charqe System usage will be charged against Prepaid System Minutes at actual minutes of time connected while delivering prerecorded System catls. All calls will be billed in 6- second increments Only connected calls (iive connections, answering machine connections and fax tone connections) wi0 result m connec6on charges being incuned Additiona! Pass codes may be purchased for an annual fee of $150.00 per pass code_ Oatabase Accuracy Updates Licensor Supplied Database "Database Accuracy Updates" ensure that the data popuiation mainiained by Licensor under this Agreement undergoes periodic accu�acy checfcs using the Licensor's most current in-house compiled database including. but nat limited to, household addresses and telephone numbers It will be the soie responsibility of the Licensee to maintain database accuracy and.request updates From the licensor. One annua! "Database Accu�acy Update"' will be pedormed by the Licensor upon requesf by the Lkensee at no charge. Additional updates requested by Licensee will mcur chaiges at the rate listed below after the update service +s completed by licensor 2.5� per record in final uodated database population Licensee 5upplied Oatabase: A service tabor fee of One kiundred �ollars ($100.00) per hour will be biqed to Licensee for any data impoRing, manipulating, and toading any daiabase supplied by l.icensee or on Licensee's behalf ta L�censor. $100 pe� hour for database maintenance A�nual System Mainte�ance, including alt Software Upgrades E�►�erger�cy Comr►wnicalior�s NeMrork. Inc Page S of 6 CodeRED� Senices AgreemeM $ No Charqe Irutials IICL'f1SOf � Licensee��� RETURN TO: � ' � " .._--� Il� t l �;i l�t _ .., ExT -;�- �l �'J CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATINGDEPT/DIV: PUBLICWORKS/�=�')1��'i�C'-�7��L�� ���� 2�C�{'i')'�G'.� � "� - .� � _ ` � 2. ORIGINATING STAFF PERSON: {,- `" Y Z' _�-� EXT: - � 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ� ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS� ❑ ORDINANCE �-; ❑ RESOLUTION �CONTRACTAMENDMENT(AG#�: ' ��e� ❑ INTERLOCAL ❑ OTHER 5. PROJECT 1 6. NAME OF ADDRESS: E-MAIL: SIGNATURE NAME' � 1 ,I�I�'.��8 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED ) IBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED I NSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ UBI # EXP. / / 8. TERM: COMMENCEMENT DATE: ITI /�f'/�� COMPLETION DATE: ��G?3 G(J l� 9. TOTAL COMPENSATION: $ I�D�OD -�- 3 ��,��0 =/ u/ �u[/ (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES �NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES �7, NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ,�PURCHASING: PLEASE CHARGE TO: /,��CC�. �7�� �z�� 10. DOCUMENT / CONTRACT REVIEW a �jp� DIVISION MANAGER � �1D DEPUTY DIRECTOR GI I �D DIRECTOR 1p ( � � LAW DEPT � I1vITIAL / DATE REVIEWED �1�10�.20�1 �,^•. �1 d !/� `� 'l� � D-3- � 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING p TOR DATE SENT: . T , NCE CERTIFICATE, LICENSES, EXHIBITS �PY" � ID� E�� ASSIG1vED AG # SIGNED COPY RETURNED �� INITIAL / DATE SIGNED AG# DATE SENT: ITtITIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE REC'D: 1/9 1%/ _��� /�� CODERED SERVICES AGREEMENT This Services Agreement ( Agreement") �s made and effec[ive as o( the last date writte� below by and between Emergency Commun�caGons Network. Inc a Flonda Corporat�on ( located at 9 Sunshine Boulevard. Ormond Beach. FL 32174 and the City of FederaJ Way a body politic and corporate of the State of Washinpton (' L�c2nsee") located at 33325 8 q UeR e South. Federal Way WA 98063_ Licensor is the owner of a servic� �dentrfied as 'CodeRED�� Emergency Noi�ficai�on System" (The "Service�►. wh�ch allows users to place prerecorded telephone calis at high speed to cali recipients ��censee des�res to utilize the �Service" for ihe purpose of communicatmg matters of publ�c interest and conce�n In considerat�on of the prom�ses set forth, the pa�ties agree as Foliows License. Licenso� grants licensee a non-exclusive and non-transferable ticense to use the "Service" {hereinafter referred to as "The �icense") fo� Licensee's own purposes in accordance with the terms outlined �n this Agreeme�t Licensee understands and agrees ihat ifiey are fully responsible for the use oi such services by anyone whom Licensee autfio�izes or permits to use the "Service', and anyone who accesses the "Service" by utilizing Licensee�s Confidentia! access codes. a. The Licensee may noi modify the "Service", disabls any license or co�trol features of the "Service." L�censee may not (i) assign, iicense, sublicense, rent. seil, transfef the "Service", this Agreemenl, or any portion the�eof pr (ii) utilize the "Service" except as expressly permitted in the Agreement between l.ice�see and Licensor. The L�cense will include pass codes for up to five 5 authorized ° Service� users Add�tional users pass codes may be obta�ned at an additional annual fee as outlined in Exh�bit A 2. Ownership: The 'Serv�ce° �s owned and copyrighted by Licensor The Lic2nsee's license confers no Utle or ownership �n the "Service" whatsoever 3_ Copy�ight_ Un�ted States copynght laws and �nternabona! treaty provisions protect the "Service" Except for the limited license prowded. Licensor reserves aU r�ghts �n and to the "Service" and alt underlyi�g data. compdations. and info�mation maintained by licensor relating to the "Se,vice", including but not fimited to. the source or object code 4. Functio�ality The 'Service" p�ovides the ability for the Lice�see to access pre-def+ned geographically selected call�ng areas or I�sted databases via an lnternet-based software application. The "Service" also has the abdity to select calling databases v�a a yeographic mapping component. The Service wilf also utilize an interactive vo�ce response telephone service used to �ecord messages and i�itiate cail out projects. The "Service" +s designed to be active 24 hours per day 365 days per year 5. Costs for The "Service" During the te�m of th+s Agreement L�censee ag�ees to pay ai! costs for utilizing ihe ° Service' as described in Exhibit A- Service Charges; attached to and made a part of this Ag�eement Lice�see will pu�chase prepa�d'Service" (Prepaid System Minutes) Whenever licensee utilizes the "Service" !he acival cail�r�g minutes used by Licensor while utit�zing the "Service" will be deducted from the batance of Prepaid System Minutes remain�ng i� Licensee's Prepaid Minutes account. licensee is responsible to mai�tain a sufiicient balance of Prepa�d System Minutes on account. Payment for tfie "Senrice" is due and payable upon receipt of invoice (ROi). Finance charges at a �ate of 1% per month ( i 2% per annumy wiil be cha�ged on a!! balances outstanding beyond 60 days. !f a law which applies to this finance charge is interpreted so that the interest or other f�ance cha�ges collected or to be collected in connection with this Agreement exceed the permitted limits, then (i) any such foan charge sha8 be reduced by the amount necessary to reduce the charge to the permitted iirnit, and (ii) any sums already collected from Licensee which exceed permitted 1;mits will be refunded to Licensee. AG payments due Emergency Co�r�munications Netwnrk. I�c Page t of 8 Irut�a+s CodeREO� Serv�ces Agreement Licensor� �: licensee � under th+s Agreemenl shali be pa�d to Em2rgency Communications Network_ inc at 9 Sunshine 81vd , Ormond Beach. �L 32174 6_ Free Mi�ute Biocks L�censee �s allotted free t�me on the system for the purpose of testing and train��g The foHowing must be rnet in order for licensee to ut�Hze the free m�nute bank specified in Exhibit A a M�nutes wiU be deducled from licensee's minute bank at the time oF using the �Service". b Licensee must notify Licensor in wrding within 60 days of the use of the "Service' specifyir+g qualified �ro�ect(s) to obtain eligible free minutes and restoration of the deducted m�nutes inio Licensee's m�nute bank I{ �icensee fails to not�fy L�ce�so� within 60 days of the use of the 'Service", the minutes used will not be et�g�ble for conside�ation as free minutes and w+11 remain as a deduction from L�censee's m�nute bank as described above in paragraph 5 c. Any unused minutes remain�ng in these blocks are not transierabte. d licensor wiil have the final �ight to deem all free calling minutes etigible o� ineligible 7. Term of Service Agreeme�t: The License wili extend fo� a period of one (11 Year beginning on the last date this Agreement is sig�ed by both Licensee and Licensor. On the date this Ag�eement term�nates. Licensee will forfeit all Prepaid System Minutes remaining on account. 8_ Contract Extensio�. Upon each a�nuai ann�versary of the effective date of th�s Agreement. the term of this Ag�eement wiN extend fo� additional one-year periods. This contract extension provision (the "extension provision") will continue to extend the contract period by one additional year annually. Eithe� party may cancel this extension provision by submitting notice to the other no less than 30 days prior to the annual anniversary of the effective date of the Ag�eement. The activat�on of the extension provision wdl tngger the following evenis. a) Licensee's System Minute bank wiN be replenished to the original 150,000 minute baiance; b) Licensor wifl update its systems to extend 1he active software license and associated access codes for one addit�onal year of use. c) Licensor will �nvoice Licensee for one addit+onal year service exiension at the rate of thlrfY- seven ti►ousand five hund�ed dollars ($ JT 500� d) ticensee wdl be responsible for payment of the contract extension fee upon rece�pt of invoice from the Ucensor 9. Minute Bank Refill feature: The parties recognize that Licensee may utilize the "Service" in a manner that results i� the actual System Minute usage exceeding Licensee's active Prepa,d Minute Sank tn the event using the "Service" completely exhausts l.icensee's remai�i�g Prepaid Mi�ute Bank Licensor wiU immediately refiil L�censee's Prepaid Minute Bank w�th a block of 15,000 System Minutes, and will invoice licensee fo� this block of minutes at the Additional System M�nute price as indicated in Exh�bd A Licensee wifi be responsible for payment of Additional System Minute blocks upon receipt of �nvoice from Lieensor. licensee agrees to purchase all such additional bfocks of minutes as needed in order to maintain a positive Prepaid System Minute balance. The purpose of this refill feature is to ensure that calls being piaced via the "Service" are not interrupted as the result of Licensee's depletion o# their Prepaid Minute 8ank 10. Approp�iate Use of The Service: To access the "Service' licensor wiil provide Licensee with unique user name(s) and password{s)_ Licensee agrees to maintain such user name(s) and password(s) as private and confidential information. licensee agrees to use the "Service" in a way that conforms with all applicable taws and �egulations. Licensee specifically agrees not to , make any attempt to gai� unauthorized access to any of Lice�sor's systems of networks. Licensee agrees that Licensof shall not be responsible and tiable for the content of the message{s) delivered by the ".Service" on behalf of licensee: Emergency Commurncat�ons Networtc. Inc Page 2 of & Irnt�als CodeRED� Sernces AgreemeM Licensor L�censee �� 11. Security: L�censee understands that Internet communications are not secure. and may be sub�ect to �nterception or loss Lice�see u�derstands and acknowledges khat �icensor is providing the "Serwce" on ihe Worid W�de Web th�ough an "upstream" third paRy internet Serv�ce Provider. util�zi�g pubhc ut�hty sen,�ces L�censor shall not be liable to Licensee in the event of any inter�upUon of service or lack of presence on the Internet as a result of any disruption by the third party Internet Service P�ovider or publ�c utility tn the event of any disruption of service. Licensor will use its best efforts to not�fy Licensee and to expedite resumption of serv�ce 12. Wa��anty: (a) Licensee acknowledges that softwa�e in general is not e�ror-free a�d agrees that the existence of such errors in soflware used in conjunction with the "Serv�ce" shall not constitute a breach of th�s L�cense (b) In the event that L�censee discove�s a material error wh�ch substantially affects Licensee's use of the "Serv�ce" and notifies L�censo� of the error, Licensor shall use �easo�able measures to correct that part of the 'Service" which does not so comply, provided thak such non-compliance has not been caused by any modification, variation or addition to the "Service" not performed by Lice�sor, its agents o� contractors, or caused by its incorrect use, abuse or corruption of tMe 'Service" software, or by use of the `Service" wiih other software or on equipment with which it is incompatible (c) Licensee is �esponsible ior maintain�ng access to the Internet. Licensor in no way warrants Licensee's access to the Internet via Licensee's Intemet Senrice Provider(s). 13. Warranty Oisctaimer: To the extent perm�tted by the applicabls law. Licensor disclaims all o[her w��ranties with respect to the "Serv�ce", e�ther express or implied, includi�g but not limited to any impiied warranties of inerchantability or fitness for any particular purpose In no event (even should circumskances cause any or all of the 2xclus�ve remed�es to fail of �ts/their essential purpose and even if Licensor has been adv,sed of the possibility of such damages) shalt Licensor be liable for any special, indirect, incidental or consequential damages of a�y nature (regardless of whether such damages are alleged to arise in contract. tort or otherwise), including, but not limited to, loss of anticipated proiits or other economic loss in connection with or ensuing from the existence, furnishing, function. or �icensee's use of any item of products or services provided for in this Agreement licensee understands that the cumulative liability of Licensor for a�y and all claims relating to the "Service" prov�ded by Licensor, in contract, tort or otherwise, shaU not exceed that total amount pa�d by L�censee for the most rece�Ny purchased block of Prepaid System Minutes 14_ Indemnification: L�censee understands that Licenso� does not rest�ict the use of the 'Service" by Licensee and the�efore Licensee agrees. that l�censor shall not be responsible and/or liable for the content of ihe message(s) created by �icensee delivered by the "Service" on behalf of Licensee. To the extent permitted by law Licensee ag�ees to defend, indem�ify and hold harmless licensor and its affiliates, empioyees and agents, including but not limited to Licensor's exclusive sales agent, The 8roadcast Team. Inc.. from any and al! tiabilities, costs, and expenses. including reasonable attorneys' fees, arising from any violation of khis Ag�eement by ticensee or those who access the "Service" through Licensee's account, or the use of the "Service" or the piacement or transmission of any message, information or other materials by licensee or by those who have access to the "Service' through Licensee's accou�t. Licensee shail be responsible fo� compiiance with ali appficable laws �egarding outbound telemarlceting. which may include, but are not limited to the Federal Telephone Consumer Protection Act of 1991, The Teiemarketing and Consumer F�aud and Abuse Prevention Act of 1999 and the rules and reguiations promuigated lhereu�der, as wel! as State and local tefemarketi�g laws and requireinents Licensee shalt, to the extent permitted by law, defend, indemnify and hold licensor harmless from ail lawsuits, demands. liabilities, damages, claims, losses, costs or expenses. includi�g attorneys' fees (whether by salary, retai�er or otherwise), arising out of �r resulting from, in whole or in part, a vioiation of such iaws Licensee will be solely responsible and iiable for a�y such violations. The provision of this A�ticle shatl survive termination of this Agreement. Emerge�Cy CommurncaUo�s Network. Inc f agQ 3 Of 6 Irnhals CodeREO` Services Agreement L�Censo� Licensee �%� ''L 15_ Non-Disciosure: (a) l+censee acknowtedges and agrees #hat in providing the °Senrice". L�ce�sor may d�sclose to licensee certain confidential, proprietary trade secret information of Licensor (`Confideniial information") ConfidenUal Informat�on may include, but �s not timited to_ the 'Service". co�r�puter programs. flowcharts, diagrams, manuals, schematics, development tools. spec�fications. design docume�ts, ma�keti�g info�mation, financia! information or business pians Our�ng this Agreement and for a penod of five (5) yea�s thereafter, Lice�see agrees that it wi11 not. w�thout the express prior wr�tten consent of Licensor. d�sclose any Confidential Information or any pa�t thereaf to any third party. At the te�mmation of this Agreeme�t, Licensee w�ll cease ut�l�zmg the "Service' and wiil return all Confidential lnformation to Licensor unless L�censee renews the "Service" as ouilined in this Agreement. Nothing in this Agreement wiU be deemed to proh�bit the disciosu�e of any infonnation �n response to a subpoena or othe� similar order by a court or agency with �urisdiction to issue it relevant to the resotution of any dispute between the parties The L�censee will promptly notify the Licensor of the receipt of any subpoena or other simila� order and of any request under the Public Information Act or any othe� simiiar law. The L�censee will cooperate wi[h the Licensor in defending against discbsure of any confident+al info�ma6o� under any such subpoena, order or request. {b) Licensee also agrees that ii shall not duplicate, translate, modiFy, copy, printout, disassemble, decompite or othen�vise tamper wiih ihe "Service' or any software provided. 16. Termination: Licensee may terminate this Agreement by notifying lhe Licensor in w�iting no less than 30 days in advance of desired termination. Licensee wip return a!I Confidential Information and copies to Licensor. L�censee will forfeit a8 Pre-Paid System Minutes upo� terrn►nation of this Agreemenl Licensee understands that ticensor resenres ihe right to terminate Licensee's account at any time For reasons including, but not limited to, failure to abide by the terms of this Agreement or failure to pay any fees or charges when due. In the event tha# L�censor terminates ih;s Agreement for reasons other than licensee's faiture to abide by this Agreement. Licensor wtll refund to L�censee an amount equal to the baiance of Prepaid System Minutes in Licer►see's account Upon term�nation. Licensee agrees to �emove from Licensee's computer(s) any files �elated to the'Service". 17. Metger: Th�s Agreement terminates and supersedes alf prior understandings or agreements on the subject matter he�eof. O�ly a fu�ther writing ihat is duly executed by both parties may modify this Agreement - 18_ Confidential Oata: Licensor agrees that in view of the confidentiai nature of Licensee suppiied data and fites that it �s to prepare, p�ocess or maintain under this Agreement, it will perfoRn its duties in such a manner as to prevent the disclosure to any pe�sons not employed by Licensor of ar�y such data and files unless Licensor and Licensee mutualty agree in writing otfien�vise_ 19. Integrity of Oata: L+censor cannot guarantee ihe i�tegrity of any Licensee supplied data. As such, any e�rors. duplications, or inaccuracies related to Licensee supplied data wilt ultimatety reside with Licensee. 20. Notices: Ail �otices or requests, demands and othe� communications hereunder shall be addressed to the parties as foilows: As to Licensor_ Emergency Commun�cat�o�s Network, Inc_ 9 Sunshine Blvd_ Ormond Beach, FL 32174 As to Licensee: City of Federal Wav Attn. Rav Gross/Emeraency Manaqement Coordinator, 33325 8 Avenue South Federal Way WA 98063 Emergc�cy Commun,cations Netwo�k. Inc Page 4 of 6 Initials Code12ED� Senrices Agreemern liCe�sOr� Licensee � i, .. 21 _ Ge�eral: Each paRy to (his Agreement agrees that any dispute ansing under ihis Agree nt shall be subrnitted to bind�ng arbitration according to the rules and regulations of the Ame can Arb�trat�on Assoc�ation. li any dispute ar�ses ihe prevailing party shall be entitled to the co ts and attorney's fees from the losing party for e�forcement of any right included in this Agreeme t. both a Court af first jurisdiction and all Courts of Appea! IN WITNESS WHEREOF, the parties execute th;s Agreement on the date(s) indicated Licensee: City of Federal Wa Wasi�in ton B /v1 P�inted Narne: Cary M. Roe, P.E_ Assistant City Manager Title: Chief Operating Officer/Emergency r Manager �ate �/��'/� � Licensor Emergency Communications Network, Inc. g � V l v _ _ Printed Name David OiGiacomo Ti#le Oate Vice President • : _s ♦ : Emergency Communications Network. I�c Page 5 of 6 CodeREO� Servuxs Agreement APPROVED AS TOI FORM: icia A_ City ,elttomey a Initials �i Exhibit A — Service Cha�ges Initial biock pu�chase(s► of P�epaid System Minutes. One (1) year CodeRED Service Agreement $ Inciuded 150,000 CodeRE� System Minutes Additionai System Minutes 500 minutes For testing and training ' Up to 5 CodeRED user pass codes Initial Reside�tial Oatabase Uptoad One (1) CodeRED distance training session $ 37,50a.00 $ 0.25 per minute $ No Charqe (see paragraph 6) $ Included $ No Charqe $ No Charqe System usage will be charged against Prepaid System Minutes at actual minutes of time connected while delive�ing pre�ecorded System calls. All catls wiU be billed in 6- second increments. Oniy connected caUs (live connections. answering machine connections and fax tone connections) witl result in connection charges being incurred Additionai Pass codes may be purchased for an annual fee of $150 00 per pass code. �atabase Accuracy Updates Lice�sor Supplied Database "Oatabase Accuracy Updates" ensure [hat the data population maintained by licensor under this Agreement undergoes periodic accuracy checks us+ng the licensor's most cu�rent in-house compiled database including. buf not limited to, household addresses and telephone numbers it will be the sole responsibility of the Licensee ta maintain database accuracy and request updates from the licensor. One annual "Database Accuracy Update" w;11 be performed by the Lice�tsor upon request by the �icensee at no cf►arye. Additional updates requested by Licensee will incur charges at the rate listed below after the update service is completed by Licensor. 2.5 er reco�d in final updated database population Licensee Supplied Oatabase: A service labor fee of One Hundred Dollars {$100_00) per hour will be billed to licensee for any data impo�ting, manipulating, and loadi�g any database supplied by Licensee or on Licensee's behalf to Licensor. 100_per hour for database maintenance A��ual System Maintenance, including all Software Upgrades Emergency Commu�ications Netwo�k, Inc Page & of 6 CodeRED� Services Agreement $ No Charqe I�itials licensor � Licensee �TURr� To: �a,�t'����6�-P���'�-5��� ExT: �2�7 �� CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / l�E!`��'y�LL- ��� tGI.�Y�QL^�'��� ��4.�1. � ORIGINATING STAFF PERSON: �LI, �'� �`7'2e.SS EXT: �� I L 3. DATE REQ. BY:_ TYPE OF DOCUMENT (CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE p ❑ RESOLUTION � CONTRACT AMENDMENT (AG#�: � 4 �C �.� ❑ INTERLOCAL ❑ OTHER . 5. PROaECT 1vAME: I .l�l�� � � ��� /l'2 �� �S l� C �"��t'l ��' ��7 �7�1� �.�� (S�'f'r� 6. NAME oF CorrTx�►cTOR: ��'f1�f �"Z���'1 .C�t �C" Y� r`Yt 1��1 IL�lC.�"1 �1S` �efZ�L� CYd�,, �2�' • A���ss: �1 St��ti'I�S�h,lYl� ��" atl Pti�ltf'z�� l`'t'm��1/� j� �l�l��, f'� �z,�►? � TELErxoNE: 8� '�� E-MaiL: Fax: SIGNATURE NAME: D/T t� !/. • �'� �ya-.�� �'�l Y� �—' TITLE: �'�r�Y� S Il'; ��..#" 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EX�HIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # 11.1 CL-- BL, EXP. 12/31/ UBI # 1�,� �, , EXP. / / 8. TERM: COMMENCEMENT DATE: �,) �;Z-L' �<1 COMPLETION DATE: I�� d I 2��� I"Z' 9. TOTAL COMPENSATION: $ I�.� CC C' �" �� �, '� C��' `- � I�C j C� C�•� �INCLUDE EXPENSES AND SALES TAX, IF ANY� �IF CALCULATED ON HOURLY LABOR CFIARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES �NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ��I NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: IC? I -� ���!Ci�'�Z� ° �nZ-�J �" �' � "�I L� lO. DOCUMENT / CONTRACT REVIEW �z/2�i U D� DIVISION MANAGER ����� '�( DIRECTOR �F'�°��Y'�kB�.-E� �?R<�, �� ±� �� Law DErT IIVITIAL / DATE REVIEWED INITIAL / DATE APPROVED 11. COUNCIL APPROVAL (IF APPLICABLE� . I ` �� 1� J � . COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING L�Pd`€����30RfE�'fRAeTBR DATE SENT: � �fi1�71T ViE3i��- T'' � � c�i..ic�i T!` �� TCCC FXLTiRTTQ _�' , n C1��re�rnuv � �CITYCLERK l�� �AssiGrrEn AG # j�' SIGNED COPY RETURNED " I " O�GnvAL� �-171�.-�7�1�%� �I DATE REC' INITIAL / DATE SIGNED aG# r� -o t DATE SENT: I2'Zq ' 1 O -k� G� 11/9 CODERED SERVICES AGREEMENT This Services Agreement ( Agreement") �s made and effective as of the last date written below by and between Emergency Commurncations Network. inc a Flonda Corporat�on ('�icensot') located at 9 Sunshine Boulevard. Ormond Beach. FL 32174 and the City of FederaJ Wav. a body po6tic and corporate of the State o( Washinpton ("(.�censee") located at 33325 8 Avenue South, Federal Wav WA 98063_ Licensor is the owner of a serv�ce ident�fied as 'CodeRED�J Emergency Noi�ficabon System" (The "Service"). wh�ch aUows users to pface prerecorded teiephone caUs at high speed to ca!! recipients Licensee desires to utifize the 'Serv�ce° for the purpose of commun�cahng matters of public interest and concern In consideraUon of the promises set forth. the parties agree as foHows '1. License: L�censor grants Licensee a non-exclusive and non-transferable l�cense to use the "Service" {hereinafter referred to as "The �icense") for ticensee's own purposes in accordance with the terms outiined �n this Agreemeni Licensee understands and agrees thai ihey are fully responsible for the use of such senrices by anyone wfiom Licensee author�zes or permits to use the "Service", and anyone who accesses the "Service" by utilizing Licensee's Confidential access codes. a_ The Lice�see may not modify the "Service". disable any license or cont�ot ieatures of the "Service." Licensee may not (i) assign. license, subticense, rent. seil. transfer #he "Service", this Agreement, or any portion thereof or (i�) utihze the "Secvice" except as expfessly permitted in the Agreement between licensee and L�censor. The License will include pass codes for up to five 5 authorized 'Service" users Additfonat users pass codes may be obta�ned at an additional annuaJ fee as outlined in Exh�bit A 2. Ownership: The "Service° �s owned and copyrighted by Licensor The L�censee's 5cense confers no title or ownershfp �n the "Serv�ce" whatsoever 3_ Copyright: United States copynght iaws and internaUona! ireaty provisions protect the "Service° Except for the limited license provided. Licensor reserves af! rights �n and lo the "Service" and all underlying data. compdatfons, and informatfon maintained by Licensor relating to the "Service", including but not 6mited to, the source or object code 4. Fu�ctionality. The "Service" p�ovides the ability for the �icensee to access pre-defined geographically setected calli�g areas or I�sted databases via an lnternet-based software applicat7on. The "Service" also has the abilRy to select cailing databases via a geographic mapping component_ The Servfce wilt also ut�trze an interactive vo�ce response telephone service used to record messages and initiate cail out projects. The "Servfce" is designed to be active 24 hours per day 365 days per year 5. Costs fpr The "Service" During the term of this Agreement L+censee agrees to pay ail costs for utilizing the "Service" as described in Exhibit A- Service Charges; attached to and made a part of this Agreement Licensee wiN purchase prepaid 'Service" (Prepaid System Minutes) Whenever �icensee utilizes the "Service" the actual calhng minutes used by Ucensor while util�zing the "Service" wilt be deducted from the balance of Prepaid System Minutes remairnng in Licensee's Prepaid Minutes account. L+censee is responsible to ma+ntain a sufficient balance of Prepafd System Minutes on account. Payment for the "Senrice" is due and payable upon receipt of invoice (ROi)_ Finance charges at a rate of 1% per month (12% per annum) wiU be charged on ail balances outstanding beyond 60 days. If a law which applies to this finance charge is interpreted so that the interest or other Snance cha�ges collected or to be collected in connection with this Agreement exceed the permitted limits, then (i) any such loan charge shali be reduced by the amount necessary to reduce the charge to ihe permitted timit, and {ii) any sums already cotlecfed from Licensee which exceed permitted limits will be refunded to Licensee. All payments due Emergency Communications Network. Inc Page 3 of 6 Irnt�a�s CodeREQ� Serv�ces Agreement LiCe�sor 'h� c7�c Licensee V � ` under this Agreement shall be pa�d to Emergency Communications Network. Inc at 9 Sunshine Bivd , Ormond Seach. FL 32174 6_ Free Minute Blocks Licensee is allotted free hme on the system #or the purpose of tesGng and traimng The following must be n�et in order for Licensee to utifize the free minute bank specified in Exhibit A. a M�nutes will be deducted from Licensee's minute bank at [he time of using the �Serv�ce" b. Licensee must notify Licensor in wnting within 60 days of the use of the "Service° specifying qualified pro�ect(s) to obtain eligible free minutes and restora[ion of the deducted m�nutes �nto L�censee's minute bank If Licensee fails to notify L�censor within 60 days of the use of the ° Service". the minutes used wil) not be el�g�ble for considerai+on as free minutes and w�11 remain as a deduction from Licensee's m�nute bank as described above in paragraph 5 c. Any unused minutes remaining in these blocks are not transferable. d Licensor will have the final right to deem all free calling minutes eligible or inelig�ble 7_ Term of Service Agreement: The �+cense witl extend for a period of one (1) year beginning on the last date this Agreement is signed by both Licensee and Licensor. O� the date this Agreement terminates. Licensee will forfe,t aA Prepaid System Minutes remaining o� account. 8_ Contract Extensio�: Upon each annuai ann�versary of the effective date of [h�s Agreement. the te�m of this Agreement wiN extend for addit�onal one-yea� periods. This contract extension provision (the "extension provision") will continue to extend the contract period by one additional year annually. Either party may cancel this extension provision by submitting notice to the other no less than 30 days prior to the an�ual anniversary of the effective date of the Agreement. The activation of ihe extension provision �»t! trigger the following events. a) Licensee's System Minute bank wiH be replenished to the original �50,000 minute bafance; b) Licensor will update its systems to extend ihe active software license and assoc�ated access codes for one additional year of use; c) Licensor w�ll invace licensee for one add�bonal year service extension at the rate of thirtv- seven tf►ousand five hundred dollars ($ 3T 500). d) Licensee will be responsibte for paymeni of the contract extension fee upon rece�pt of invoice from the Licensor 9. Minute Bank Refill feature: The parties recognize that Licensee may utilize the "Service" in a manner that results in the actual System Minute usage exceeding Licensee's active Prepaid Minute Sank. ln the event using the "Service" completety exhausts Licensee's remaining Prepaid Minute Bank Licensor wilt immediately �efi11 �icensee's Prepaid Minute Bank with a block of 15,000 System Minutes, and will invoice Licensee for #his block of minutes at the Additional System Minute price as indicated in Exh�bit A Licensee witl be responsible for payment of Additional System Minute blocks upon receipt oi �nvoice from Licensor. ticensee agrees to purchase all such additiona! blocks of minutes as needed in order to mai�tain a positive P�epaid System Minute balance_ The purpose of this refill feature is to ensure that calls being placed via the "Service" are not interrupted as the resuit of Licensee's depletion of their Prepaid Minute Bank_ 10. Appropriate Use of The Service: To access the "Senrice" �icensor will provide Licensee with unique user name(s) and passwo�d(s)_ Licensee agrees to maintain such user name(s) and password(s) as private and confideniial information. Licensee agrees to use the "Service" in a wvay that conforms with all applicable laws and regulations. Licensee specifically agrees not to , make any attempt to gain unauthorized access to any of Licensor's systems or networks. Licensee agrees that Licensor shal! not be responsible and liable ior the content of the message(s) delivered by the "Service" on behalf of licensee_ Emergency Commurncations Nelwork. Inc Page 2 of 6 1nii�ais CodeRED�� Serv�ces Agreeme�t L�censor Licensee � 11. Security: Licensee understands thak �nternet commurncat+ons are not secure, and may be subject to �nterception or loss Licensee understands and acknow)edges that Ucensor is providng the "Service" on the Worid Wide Web th�ough an "upstream" third party fnternet Service Provider. util�zing pubhc utdity serv�ces licensor shall not be liable to Licensee in the event of any interrupt,on of service or lack of presence on the Internet as a result of any disruption by the thitd party Intemek Service Provider or public utility In the event of any dfsruption of serv�ce. Licensor will use its best efforts to noUfy L+censee and to exped�te resumption of serv�ce 12_ Warranty: (a) Licensee acknowledges ihat software in general is noi error-free a�d agrees that the existence of such errors in soRware used in conjunction wi2h the "Serv�ce" shaQ not constitute a breach of this L�cense jb) In the even[ that L�censee discovers a material error wh�ch substantially affects Licensee's use of the "Service" and notifies Ucensor of the error, Licensor shall use reasonable measures to correct that par# of the "Service" wh�ch does not so comply, provided that such non-compliance has not been caused by ar+y modification, variation or addition to the "Service" not performed by Licensor, its agents or contractors, or caused by its incorrect use, abuse or corruption of the ° Service" software, or by use of the "Service" with other sofiware or on equipment with which it is incompatible (c) Licensee is responsible for maintaining access to ihe In[ernet. Licensor in no way warrants Licensee�s access to the Intemet via Licensee's Intemet Service Provide�(s)_ 13. Warranty Oisctaimer To the extent permitted by the applicable law, �icensor disclaims ali other warra�ties w�th respec{ to the "Service", either express oT implied, inc�uding but not limited to any impiied warranties of inerchantability or f�tness ior any particular purpose In no event (even should circumstances cause any or al! of the exdus�ve remedies to fail of rts/their essential purpose and even if Licensor has been advised of the possibility of such damages) shali Licensor be liable for any special, indirect, incidentat or consequentiai damages of any nature (regardless of whether such damages are alleged to arise in contract, tort or otherwise), including, but not limited to, toss of anticipated profits or other econom�c ioss in connection with or ensuing from the existence, furnishing, function, or �icensee's use of any item oF p�oducts or services provided for fn this Agreement Licensee understands that the c�mulative iiabiiity of Licensor for any and aU claims relating to the "Service" provided by Licensor, in contract, to�t or otherwise, shall not exceed that total amount paid by �icensee for the mast recently purchased block of P�epaid System Minutes '!4_ Indemnification: Lice�see understands that Licenso� does not restrict ihe use of the "Service" by Licensee and thereiore Licensee agrees that Licensor shall not be responsible and/or liable for the content of the message(s) created by �fcensee delivered by the "Service" on behalf of Licensee. To the extenf permitted by law L�censee agrees to defend, indemnify and hold harmless Licensor and its affiliates, employees and agents, including but not limited to Licensor's exclusive sales agent, The Broadcast Team, Inc., from any and ail tiabilities, costs, and expenses, inc)uding reasonable attorneys' fees, arising from any violation of this Agreement by Licensee or ihose who access the "Service" through Licensee's account, or the use of the "Service" or the placement or transmission of any message, information or other materials by licensee or by those who have access to the "Service" through Licensee's account. Licensee shafl be responsible for compliance w�th alt applicable laws regarding outbound telemarketing. which may include, but are not limited to the �ederal Telephone Consumer Protection Act of 1991, The Telemarketing and Consumer F�aud and Abuse Prevention Act of 1999 and the rules and regulations promuigated thereunder, as welt as State and tocal teiemariceting laws and requirements Lice�see shaQ, to the exfent permitted by law, defend, indemnify and hold Licensar harmless from all lawsuits, demands, liabilities, damages, claims, losses, costs or expen5es, including attorneys' fees (whether by salary, retainer or otherwise), arising out of or resulting from, in whole or in part, a vioiation of such laws L�censee wiil be solely responsible and liable for any such violations. The provision of this Article shall survive te�mina#ion of this Agreement. Emergency CommurnCalions Network. i�c Page 3 of 6 Initials CodeREO""" Serv�ces Agreemenl �icensor L+censee �� L 15_ Non-Disciosu�e: (a) Licensee acknowiedges and agrees that in providing the "Service", L�censor may d,sclose to L�censee certain confidential, proprietary irade secret information of Licensor ( Confidential information") Confidential lnformation may indude, but is not limited to. the 'Service", computer programs. Flowcharts, diagrams, manuals, schematics, development tools, spec�fications, des+gn documents, market�ng information, financia! information or business plans Our�ng ihis Agreement and for a penod of five (5) years ihereafter. L+censee agrees that it will not. without the express prior wntten consent of Licensor. disclose any Co�fidential Information or any part thereof to any third party At the termination ofi this Agreement, Licensee will cease utdizmg the "Service° and wiU return ali Confidentfal (nformation to Licensor unless Licensee renews the "Service" as outlined in this Agreement. Nothing in this Agreement wiN be deemed to prohibit the disclosure of any information in response to a subpoena or other similar order by a court or agency with �urisd�ction to issue it �elevant to the resolution of any dispute between the parties The Licensee wiil promptly notlfy the Licensor of the receipt of any subpoena or other similar order and of any request under the Public Information Act or any other simiiar iaw. 7he L�censee will cooperate with the licensor in defending against disclosure of any confident�al information under any such subpoena, order or request. (b) Licensee also agrees ihat it shail not dupticate, transtate, modify, copy, printout, disassemble, decompiie or otherwise tamper with ihe "Service" or any software provided. 16. Termination. Licensee may terminate this Agreeme�t by notifying the Licensor in writing no less than 30 days in advance of desired termination_ Licensee will return a!! Confidential lnformation and copies to Licensor. Licensee will forfeit ail Pre-Paid System Minutes upo� termination of this Agreement licensee understands that licensor reserves the right to terminate Licensee:s account at any time for reasons including, but �ok limited to, failure to abide by the terms of this Agreement or failure to pay any #ees or charges when due. !n the event thai Licensor terminates this Agreement for reasons other than Licensee's failure to abide by this Agreement. Licensor wiB refund to L�censee an amount equal to the baiance of Prepaid System Minutes m L,censee's accouni Upon termination, Licensee agrees to remove from Licensee's computer(s) any files related to the 'Service". 9 7. Merger: This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. Only a further writing that is duly executed by both pa�ties may modify this Agreement 18_ Confidential Data: Licensor agrees that in view of the confidentiai nature of Licensee supplied data and fites tMat it is to prepare, process or maintain under this Agreement, it will perform its duties in such a manner as to preve�t the disclosure to any persons not employed by Licensor of any such data and files unless Licensor and Licensee mutually agree in writing othenrvise. 19_ lntegrity of Data_ Licensor cannot guarantee the integrity of any Licensee supplied data_ As such, any errors. dupficaUons, or inaccurac;es related to Licensee supplied data will ultimatety resfde with Licensee. 20. Notices: Ail notices or requests, demands and other communications hereunder shall be addressed to the pa�ties as follows_ As io Licensor_ Emergency Communicatio�s Network, lnc. 9 Sunshine Blvd_ Ormond Beach, FL 32�74 Rs to Licensee_ City of Federal Wav Attn Ray Gross/Emerqency Manaqement Coordinator, 33325 8 Avenue South Federal Way WA 98063 Emergency Commurncations Network. Inc Page 4 of 6 t�itials CodeRED� Services Agreement Licensar Licensee �� 21 _ General: Each party to this Agreemen# agrees that any dispute ansing under this Agreement shaq be subm�tted to binding arbitration according to the rules and regulations of the American Arb�tration Assoc�ation li any dispute arises the prevailing party shall be entitled to the costs and attorney's fees from the losing party for enforcement of any nght included in this Agreement, both a Court of first jurisdiction and all Courts of Appeal IN WITNESS WHEREOF, the parties execute this Agreement on the date(s) indica#ed below_ �icensee: Ci of Federa! Wa Washin ton B l'�/I Printed Name: Cary M. Roe, P.E. Title: Date Licensor. 6y: Printed Name Title Dats. Assistant City Manager Chief Operating Officer/Emergency Manager /�l��d � Emergency Communications Network, Inc. �1 � � David DiGiacomo Vic President � : s! : �� Emergency Communications Nelwo�c, l�c Page 5 of 6 CodeRED� Services Agreeme�t APPROVED AS TO FORM: P �cia A. cha dson, City ttorney Initials L+censor � Licensee ��'L Exhibit A — Service Charges lnitial biock pu�cfiase(s) of Prepaid System Minutes: One ( t) year CodeRED Service Agreement 150,000 CodeREO System Mmutes Additional System Minutes 500 minutes for testing and training Up to 5 CodeRED user pass codes Init;al Residential Database Upload O�e (1) CodeRED distance #raining session $ Included $ 37,500_00 $ 0.25 per minute $ No Charqe (see paragraph 6) $ Inctuded $ No Charae $ No Charqe System usage will be charged against Prepaid System Minutes at actual minutes of time connected while delivering prerecorded System catls. All calls wili be billed in 6- second increments. Only connected calls (iive connections, answering machine connections and fax tone connections) wi11 result in connect�on charges being incurred Additional Pass codes may be purchased for an annuaf fee of $150.00 per pass code. Oatabase Accuracy Updates Licensor Supplied Oatabase "Database Accuracy Updaies" ensure that the data popuiation maintained by Licensor under this Agreement undergoes periodic accuracy checks using the Licensor's most cu�rent in-house compiled database including. but not limifed to, household addresses and telephone numbers lt will be ihe sole responsibility of the Licensee to maintain database accuracy and request updates from the licensor. One annua! `Database Accu�acy Update" will be performed by the Lice��so� upon request by the Lrcensee at no charge. Additional updates requested by Licensee wtll incur charges at [he rate listed below after the update service is completed by licensor_ 25 er record in finai updated database populai�on Licensee Supplied Database: A service labor fee of One Nundred Dollars ($100.00) per hour will be biped to Licensee for any data impo�ting, manipulating, and loading any database supplied by Licensee or on Licensee's behalf ta Licensor. $100 pe� hour for database maintena�ce An�ual System Maintenance, including a!! Software Upgrades Emergency Communicalions Network, lnc Page 6 of 6 CodeRED� Services Agreemeni $ No Charqe Initials Licensor � Licensee RETURN TO: CARMEN BEALL EXT: 2702 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: v u v 2. ORIGINATING STAFF PERSON: G !' OSS EXT: ~ II o�. 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.C�, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT o SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.Cz BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION � CONTRACT AMENDMENT (AG#): D "O ❑ INTERLOCAL ❑ OTHER � _ 1 n� � n A- - - �- �-'/''• - L' � .c.._ 5. PROJECT NAME: 6. NAME OF CO CTOR: C �'YaC J'' � TI,tJC1YI� ADDRESS: V • �' -L !? TELEPHONE s��NaME: Vi i ��aC�Om TITLE iCQ �lSt 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIItEMENTS/CERTIF'ICATE ❑ ALL OTHER REFERENCED XHIBITS ❑ PROOF OF AUTHORITY TO SIGN I�REQUIRED LICENSES �' PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL EXP. 12/31/ FE� �# s�-3s�79383 � . �,t,�rrC �S% /¢G�tt/G. 8. TERM: COMMENCEMENT DATE: O L o� P� D� COMPLETION DATE: 9. TOTAL COMPENSATION $ � OOD.ao -F �,3 '� I �o� ,�b�• � (1NCLUDE EXPENSES AND SALES TAX, IF AN� (IF CALCULATED ON HOURLY LABOR C GE - ATTACH SC DULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑�s ❑ No ��s MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES �NO IF YES, $ PAID BY: � CONTRACTOR O CITY x[ PURCHASING: PLEASE CHARGE TO: �� �•'�oZ 150 • a 7g • 5�• �O �•�� � 10. � ���`� tr�3 DOCUMENT/CONTRACT REVIEW 4C PROJECT MANAGERlIQ4� ❑ DIVISION MANAGER ❑ DEPUTY DI CTOR � DIRECTOR �C�t r� ❑ RISK MANAGEMENT (� aPrLica,BLE) �C LAW I1�iITIAL / DATE REVIEWED I1�iITIAL / DATE APPROVED � ��J�l��f0 `� ��i'► ' � .!.3��� ■ 11. COUNCILAPPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 1 IS � 12. CONTRACT SIGNATURE ROUTII�TG ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT ❑ SIGNATORY (CM oR Du�CTOR) I�t9 p� CITY CLERK g ASSIGNED AG# ❑ SIGNED COPY RETURNED IIVITIAL / DATE SIGNED ► : � + i�I•� � � f3l�i 1/9 ❑ RETURN ONE ORIGINAL CODERED SERVICES AGREEMENT This Services Agreement ( Agreement") �s made and effect�ve as of the last date written below by and between Emergency Communications Network. Inc a Fiorida Corporat�on ("licensor') located at 9 Sunsh,ne Boulevard. Ormond Beach. FC. 32174 and {he Ciiy of Fedeia! Way, a body pofitic a�d corporate of the State of Washinqton ("(.icensee") located at 33325 8 Avenue South. Federal Wav WA 98063_ Licensor is ihe owner of a service ident►fied as "CodeRED�� Emergency Not�fication System" (The `Service°). which allows users to place prerecorded teiephone calis at high speed to call recipients. Licensee desues to utilize the "Serv�ce" for the purpose of communicahng matters of public interest and concern In consideration of the prom�ses set forth, the pa�ties agree as fol�ows License: Licensor grants licensee a non-exclusive and non-transferable I�cense to use the "Service" (hereinafter referred to as "The l�cense") fo� Licensee's own purposes in accordance with the terrns outlined �n this Agreement. Licensee understands and agrees that they are fuAy responsible for the use of such services by anyone wfiom Licensee authorizes or permits to use the "Service", and anyone who accesses the "Service" by utilizing Licensee's Confidential access codes. a_ The Licensee may not modify the "Service", disable any license or controlleatures of the "Service." L�censee may not (i) assign, license, sublicense, rent. seil. transfer the "Service", this Agreement, or any portion thereof or {i�) util�ze the "Service" except as expressly permitted in the Rgreement between licensee and Licensor. The License wilt include pass codes for up to five 5 authorized "Service' users Add�tional users pass codes may be obia�ned at an additional annual fee as ouk6ned in Exh�bit A 2. Ownership: The "Service" is owned and copyrighted by Licensor The L�censee's license confers no title or owne�ship �n the "Se�v�ce" whatsoever. 3_ Copyright: United States copynght iaws and �nternationa! treaty provisions protect the "Service" Except for the lim�ted license provided. Lice�sor reserves ai! rights �n and to the "Service" and alt underlying data. compdations, and information mainta�ned by Licensor relating to the "Service", including but not timited to. ihe source o� object code 4_ Fuoctionality. The "Service" provides the abitity for the Licensee to access pre-defined geographically sefecied calli�g areas or I�sted databases via an Internet-based software application. The "Service° also has the ability to select catling databases via a geographic mappi�g component. The Service w�ll also u6iize an interactive vace response telephone service used to record messages and initiate call out projects. The "Service" is designed to be active 24 hours per day 365 days per year. 5. Costs for The "Service" During the term of this Agreement L+censee agrees to pay ail costs for utili2ing the "Service" as described in Exhibit A- Service Charges: aitached to and made a part of this Agreemer�t. Licensee wilt purchase prepaid "Service" (Prepaid System Minutes). Whenever Licensee utilizes the "Service" the actual cailing minutes used by Licensor while utilizing the "Service" wi11 be deducted from the bala�ce of Prepaid System Minutes remairnng in Licensee's Prepaid Minutes account. Licensee is responsible to maintain a sufficient balance of Prepaid System Minutes an account. Payment for the "Service' is due a�d payable upon �eceipt of invoice (ROi). Finance charges at a rate of 1% per month (12% per annum) will be charged on all � balances outstanding beyond 60 days. If a!aw which applies to this finance charge is interpreted so that the interest or other finance charges cottected or to be collected in connectio� with this Agreement exceed the permitted iimits, then (i) any such foan charge shall be reduced by the amount necessary to reduce the charge to the permiited limit, and {ii) any sums already collected from Licensee which exceed permitted Gmits will be refunded to licensee. All payments d�e Emer�ncY Com►ru�n�catio�s Network. I�c Page 1 of 6 i�i,a�s CodeREO� Services Agreement �iCenSOf"f'� c7'� Licensee � under this Agreement shall be paid to Emergency Communications Network. Inc at 9 Sunshine Bivd , Ormond Beach. FL 32174 6. Free Minute Biocks Licensee �s ailotted free time on the system for the purpose of testing and tra�rnng The iollowing must be met m order for Licensee to utiHze the free minute bank specified in Exhibit A a M�nutes will be deducted from licensee's m+nute bank at the time of using the "Serv�ce°. b. Licensee must notify Licensor in wr�ting within 60 days of tMe use of the "Service" specifying quaLfied pro�ect(s) to obta�n eligible free minutes and restoration of the deducted minutes into L�censee's minute bank If Licensee fails to notify L�censor within 60 days of the use of the 'Service", the minutes used will not be ehgible for consideration as free minutes and w�H remain as a deduction irom Licensee's m�nute bank as desc�ibed above in parag�aph 5 c. Any unused minutes remain,ng in these blocks are not transferable. d Licensor will have the final right to deem atl free calling minutes eligibte or ineligible 7_ Te�m of Service Agreement: The license will extend for a period of one (1) year beginning on the last date this Agreement is signed by both Licensee and Licensor. On the date this Agreement term�nates. Licensee wifl forfeit a!I Prepaid System Minutes remaining o� account_ 8_ Contract Extension: Upon each annual ann�versary of the effective date of this Agreement. !he term of this Agreement will extend for additional one-yea� periods. This contract extension provision {the "extension provision") wiil continue to extend the contract period by one additional year annually. Either party may cancel this extension provision by submitting notice to the other no less than 30 days prior to the annual anniversary of the effective date of the Agreement_ The activation of the extension provision wdl krigger the following evenis: a) Licensee's System Minute bank will be replenished to the original 150,000 minute balance; b) Licensor wi11 update its systems to extend the active software license and associated access codes for one additional year of use: c) Licensor will invoice Licensee for one add�tional year service extensio� at the rate of th;nv_ seven thousand five hundred dollars (S 37 500). d) Licensee will be responsible for payment of the contract extension fee upon receipt of invoice from the l�censor 9. Minute Bank Refill feature: The parties recognize that l.icensee may utilize the "Service" in a manner that results in the actuat System Minute usage exceeding Licensee's active Prepaid Minute Sank_ !n the event using the "Service" completely exhausts licensee's �emaining Prepaid Minute Bank Licensor wilt immediately �efiii L�censee's P�epaid Minute Bank with a block of '! 5,000 System Minutes, and will invace Licensee for this biock of minutes at the Additional System Minute price as indicated in Exh�b�t A_ Licensee will be responsible for payment of Additional System Minute blocks upon receipt of invoice from Licensor_ Lice�see agrees to purchase aU such additional blocks of minutes as needed in order to maintain a posit+ve Prepaid System Minu(e balance. The purpose of this refill feature is to ensure that calls being placed via the "Service" are not interrupted as the resutt of Licensee's depletion of their Prepaid Minute 8ank. 10. Appropriate Use of The Service: To access tfie "Service° licensor wiii provide Licensee with unique user name(s) and password(s)_ Licensee agrees to maintain such use� name(s) and password{s) as private and confidential information. Licensee agrees to use the "Service" in a way that conforms with all applicable laws and regulations. Licensee specifically agrees not to , make any attempt to gain unauthorized access to any of Licensor's systems or �etworks. Licensee agrees that licensor shall not be responsible and Gabte for the content of the message(s) delivered by the "Service' on behalf of �icensee. Emergency Commurncafions Network. Inc Page 2 of 6 Irnhals CodeRED� Services Agreement LIC@f1SOr'�_ L�censee � 11. Security: ��censee understands that internet commurncat+ons are not secure, and may be subject to �nterception or loss. �icensee understands and acknowledges that l�censor is providing the "Service" on the World W�de Web through an "upstream" third party lntemet Service Provider. uti6zi�g pubiic utd�ty services l�censor shall not be liable to Licensee in the event of any interruption of service or lack of presence on the internet as a �esult of any disruption by the third party Internet Service Provider or public utility. In the event of any disruption of serv�ce. Licensor wili use its best efforts to notify Licensee and to exped�te resumption of service 12. Wa�ranty: (a) Licensee acknowledges that software in general is not error-free a�d agrees that the existence of such errors in software used in conjunction with the "Serv�ce" shall not constitute a breach of this L►cense • (b} 1n the event that Licensee discovers a material error which substantially affects Licensee's use of the "Service" and notifies Licensor of the error, �icensor shall use reasonable measures to correct that part of the "Service" which does not so comply, p�ovided that such non-compliance has not been caused by any modification, variation or addition to the "Service" not performed by Licensor, its agents or conlractors, or caused by its incorrect use, abuse or corruption of the "Service" software, or by use of the "Service" with other software or on equipment with which it is incompatible. (c) Licensee is responsible for maintaining access to the Internet. Licensor in no way warrants Licensee's access to the I�temet via Licensee's I�temet Service Provider(s). 93. Warranty Oisclaimer: To the extent permitted by the appticable law, Licensor disclaims all other war�anties with respect to the "Serv�ce", e+ther express or implied, including but not limited to any implied warranties oF merchantability or fitness for any particular purpose In no event (even should circumstances cause any or all of the exclusive remedies to faii of its/their essential purpose and even if Licensor has bee� advised of the possibility of such damages) shall Licensor be liable for any spec�al, indirect, incidentat or consequentia! damages of any nature (regardless of whether such damages are alleged to arise in contracf. tort or otherwise), including, but not limited to, loss of anticipated profits or other economic loss in connection with or ensuing from the existence. #urnishing, function, or Licensee's use of any item ot products or services provided for in this Agreement Licensee understands that the cumulative liability of Licensor for any �nd all claims relating to the "Service" prowded by Licensor, in contract, tort o� othenrvise, shall not exceed that total amount paid by l.icensee ior the most recently purchased block of Prepaid Sysiem Minutes '!4. Indemnification: Licensee understands that �ice�sor does not restrict the use of the 'Service" by Licensee and therefore Licensee agrees that Licensor shall not be responsible and/or liable for the content of the message(s) created by Licensee delivered by the "Service" on behalf of Licensee_ To the extenf permitted by law Licensee agrees to defend, indem�ify and hold harmless Licensor and its affiliates, employees and agents, including but not limited to licensor s exclusive sales agent, The Broadcast Team, Inc., from any and all iiabilities, costs, and expenses, including reasonable attorneys' fees, arising From any violation of this Agreement by Licensee or those who access the "Service" through Licensee's account, or the use of the "Service" or the placement or transmission of any message, inFormation or other materials by Licensee or by those who have access to the "Service" through Licensee's account. Licensee shatl be responsibte for compliance with all applicable laws regarding outbound teiemarlceting. which may include, but are not limited to the �ederal Telephone Consumer Protection Act of 1991, The Telemarkefing and Consumer Fraud and Abuse Prevention Act of 1999 and the rules and regulations promulgated thereunder, as wreli as State and Local teiemarketi�g laws and requirements. Licensee shatl, to the extent permitted by law, defend, indemnify and hold Licensor harmtess From all lawsuits, demands, liabilities, damages, claims, losses, costs or expenses, including attorneys' fees (whether by salary, retainer or othenivise), arising out of or resulting from, in whole or in part, a violation of such laws Licensee wiil be solely responsible and liable for any such violations. The provision of this Article shatl survive termination of this Agreement. Emergency Commurncatioos Network. I�c Page 3 of 6 In�tials CodeRED� Services Agreernent �IC2(1SOf� l+censee �%� ''� 15. Non-Oisclosure: (a) Licensee acknowledges and agrees that in providing the ° Service". Licensor may d�sciose to licensee certain confidential, proprietary trade secret information of l.icensor (`Confidential information°) Confidential information may indude, but is not limited to. the 'Service", computer programs. flowcharts, diagrams, manuals, schematics, development tools, specificat�ons, design documenis, market�ng information, financia! information or business pians Dunng this Agreement and for a per�od of five (5) years thereafter, Licensee agrees that it will not. without the express prior written consent of Licensor. discbse any Confidential InFormation or any part tMereof to any third party. At the term�r�ation oi this Agreement, Licensee will cease utd�zmg the "Service° and wi11 return all Confidential Information to Licensor unless t�censee renews the "Service" as ouilined in this Agreement. Nothing i� this Agreement will be deemed to prohibit the disclosure of any information in response to a subpoena or other similar order by a court or agency with �urisdiction to issue it relevant to the resolution of any dispute between the parties The Licensee wi11 promptly notify the Licensor of the receipt of any subpoena or other simila� order and of any request under the Public Informatwn Act or any other simiiar 1aw. The Licensee will coope�ate with the Licenso� in defending against disclosure of any confidential info�maiion under any such subpoena, order or request. (b) Licensee also agrees that it shall not duplicate, translate, modify, copy, ptintout, disassemble, decompile or othenvise tamper with ihe "Service" or any software provided. 16. Term+nation_ Licensee may terminate this Agreeme�t by notitying the Licensor in writi�g no less than 30 days in advance of desired termination. Licensee will retu�n all Confidential Information and copies to Licensor_ t�censee wi11 iorfeit all Pre-Paid System Minutes upon termination of this Agreement licensee understands that Licensor reserves the right to terminate l�censee's account at any time for reasons including, but not fimited to, failure to abide by the terms of this Agreement or failure to pay any fees or charges when due_ In the event that Licensor terminates this Ag�eement for reasons other than Licensee's faiture to abide by this Agreement. Licensor wiU refund to L�censee an amount equal to the balance of Prepaid System M�nutes in L�censee's account Upon term�nation. Licensee agrees to remove from Licensee's computer(s) any files �elated io the "Service°. 17. Me�ger: This Agreement terminates and supersedes all prior understandi�gs or agreements o� the subject matter hereof. Only a further wnting tfiat is duly exe�u#ed by both parties may modify this Agreement 18. Co�fide�tial Data: licensor agrees that in view of the confidential natu�e of �icensee supplied data and fites that it is to prepare, p�ocess or maintain under this Agreement, it will perform its' duties in such a manner as to prevent the disclosure to any persons not employed by Licensor of any such data and files unless Licensor and Licensee mutually agree in writing othe�wise. 19_ Integrity of Data_ Licensor cannot guarantee ihe integrity ot any Licensee supplied data. As such, any errors, duplications, or inaccuracies related to Licensee supplied data will ultimately reside with Licensee. 20. Notices: AII notices or requests, demands and other commun�cations he�eunder shall be addressed to the parties as follows: As to Licensor. Emergency Communications Neiwork, lnc_ 9 Sunshane Blvd. (hmond 6each, FL 32174 As to Licensee: City of Federal Way Attn. Rav Gross/Emerqency Manaqement Coordinator. 33325 8 Avenue South Federal Wav WA 98063 Emer9ency Commurncations Nelwork. Inc Page 4 of 6 ���� CodeRED� Services Agreement LIC@(1SOr� Licensee �� 29 _ General= Fach pariy to this Agreement agrees that any dispute ansing under this Agreement shall be submitted to binding arb�tration according to the rules and regulations of the American Arbitration Association. If any dispute arises the preva+l�ng party shall be entitled to the costs and attorney's fees from the losi�g party for enforcement of any right included in this Agreement, both a Courf of first jurisdiction and all Courts of Appeal IN WlTNESS WHEREOF, the parties execute this Agreement on the date(s) indicated below. Licensee: Ci of Federa! Wa Washinqlon B J'LI P�inted Name_ Cary M. Roe, P.E. Titfe: Date Licensor: 6y: Printed Name Ti#le: Oats. Assistant City Manager Chief Operating Officer/Emergency Manager /�/�/n �- Emergency Commu�ications Network, Inc. �� o`�� —� David DiGiacomo Vice President � � . . _�� . Emergency Communicalions Nelwork.lnc Page 5 of 6 CodeREDO Senrfces Agreement APPROVED AS TO FORM: P�cia A. cha dson, City ttorney Itiitials Licensor � Licensee �� Exhibit A — Service Charges Initia! block purchase(s) of P�epaid System Minutes: One (1) year CodeRED Service Agreement 150,000 CodeRED System M�nutes Additio�ai System Minutes 500 minutes for testing and training Up to 5 CodeRED user pass codes lnitlai Resideniial Database Upload One {1) CodeRED distance trair�ing session $ Included $ 37,500.00 $ 0.25 per minute $ No Charqe (see paragraph 6} $ Included $ No Charae $ No Cha�qe System usage will be charged against Prepaid System Minutes at actuai minutes of time connected while delivenng prereco�ded System calls. All calls will be billed in 6- seco�d increments. Only con�ected calls (live connections, answering machine connections and fax tone connections) will result in connection charges being incur�ed. Additional Pass codes may be purchased for an annual fee of $150.00 per pass code. Oatabase Accuracy Updates �icensor Supplied Database: "Database Accuracy Upda#es" ensure that the data population maintained by Licensor under this Agreement undergoes periodic accuracy checks using the Licensor's most current in-house compiled database including, but not limited to, Mousehold addresses and telephone numbers. !t will be the sole responsibility of the Licensee to maintain database accuracy and request updates from the licensor. �ne annua! ° Database Accuracy Update" will be performed by the Licensor upon request by fhe Lrcensee at no charge. Additional updates requested by Licensee w�U incur charges at {he rate listed below after the update service is completed by Licensor. 2.5� per record in final updated database population Licensee Supptied Database: A senrice labor fee of One Hundred Oollars ($100.00) per hour will be bitled to Licensee for any data importing, manipulating, and bading any database suppl+ed by Licensee or o� Licensee's behalf to Licensor. $100 pe� hou� for database maintenan�e Annuai System Maintenance, including aN SoHware Upgrades Emergency Commnnications Network, Inc Page 6 of 6 CodeRE�� Services P�eemeni $ No Charae Iniiials Licensor � Licensee+ 1. 2. 4. 5. 6. 7. 8. 9. 10. 11. RETURN TO: W CITY OF FEDERAL WAYLAWDEPARTME REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW/SIGNATURE ROUTING SLIP ORIGINATING DEPT.IDIV: 1: W I IT\:) ORIGINATING STAFF PERSON:R~\ ?l Yf) SS \ TYPE OF DOCUMENT REQUESTED (CHECK ONE) D PROFESSIONAL SERVICE AGREEMENT D MAINTENANCE/LABOR AGREEMENT D PUBLIC WORKS CONTRACT D SMALL PUBLIC WORKS CONTRACT EXT: 2.1l!2:-3. DATEREQ.BY: (LESS THAN $200,000) D PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) D REAL ESTATE DOCUMENT D SECURITY DOCUMENT (E.G. AGREEMENT & PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) D CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ;n,CONTRACT AMENDMENT AG#: 0 ~~D I ~ D CDBG CDt>E Re1:> ~V ItE Acq~M.EI'S\ D OTHER PROJECT NAME lode , RR.cLMD$S l'J.ffilB .Ct1-h~ Sj~ NAME OF CONTRACTOR: S ADDRESS: SIGNATURE NAME: ~lhH.A 37 ATTACH ALL EXHIBITS AND CHECK BOXES D SCOPE OF SERVICES D ALL EXHIBITS REFERENCED IN DOCUMENT D INSURANCE CERTIFICATE D DOCUMENT AUTHORIZING SIGNATURE CITY LIC N I A EXP DATE STATE LIC ~ / po. EXP DATE TERM' CO~~: I/n/vs COMPLETION DATE, 1/'2.9, It-DID 37.600,00 80 iJOo. '!5Y I . TOTAL COMPE 75 0 {)() . {)() (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARctE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: DYES D NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED DYES D NO IF YES, $ PAID BY: D CONTRACTOR D CITY 1% PURCHASING: PLEASE CHARGE TO: IOI.L}')l)O. J..1Q. 525, t.p/. 4/0 CONTRACT REVIEW ~ PROJECT MANAGER 1/1.-2- tJ DIRECTOR D RISK MANAGEMENT (IF APPLICABLE) IsllLAW INITIALIDATE APPROVED ~ ~f:]j f), . ~ 1 ~ it' ~ 0 ~ INITIALIDATE APPROVED P6 IJJ.J/(} 1 , , . MAILED RTND CONTRACT SIGNATURE ROUTING INITIALIDATE APPROVED D LAW DEPARTMENT D CITY MANAGER D CITY CLERK II 'J,; 1 l5l SIGN COPY BACK TO ORG~ATING DEPT. CA:tY\ , 'L~O . 09--_ 1;4 ASSIGNED AG# '() ~- f) I ~ LP-- ') INITIALIDATE APPROVED 02/08 CODER ED SERVICES AGREEMENT This SeNices Agreement ("Agreement") IS made and effectIVe as of the last date written below by and between Emergency CommuOIcatiOlls Network. Inc a Floflda CorporatIon (licensor'") located at 9 SunshIne Boulevard. Ormond Beach. Fl 32174 and the City of Federal Way. a body politic and corporate of the State of Washinqton ("Licensee 0) located at 33325 8th Avenue South, Federal Way. WA 98063. licensor is the owner of a seNlce Identified as .CodeREO@ Emergency Notification System- (The "Service-I, which allows users to place prerecorded telephone calls at high speed to call recipients. Licensee desires to utilize the -SeNlce" for the purpose of communicating matters of public interest and concern In consideration of the promises set forth. the parties agree as follows 1. license: licensor grants lICensee a nOll-exclusive and non-transferable license to use the "SeNice" (hereinafter referred to as -The license") for licensee"s own purposes in accordance with the terms outlined In this Agreement licensee understands and agrees that they are fully responsible fOf the use of such seNices by anyone whom licensee authorizes or pennits to use the .Service", and anyone who accesses the .Service" by utilizing Licensee's Confidential access codes. a, The licensee may not modify the .SeNice-. disable any license or control features of the "SeNice." licensee may not (i) assign. license. sublicense. rent. sell. transfer the "SeNice", this Agreement. or any portion thereof or (ii) utilize the "SeNice- except as expressly permitted in the Agreement between licensee and Licensor. The license willlllclude pass codes for up to five (5' authorized 'Servlce- users Additional users pass codes may be obtalOed at an additional annual fee as outlined in Exhibit A. 2. Ownership: The .Service" IS owned and copyrighted by licensor The Llcensee's license confers no title or ownership 10 the "SeNlce" whatsoever 3. Copyright: United States copynght laws and International treaty prOVisions protect the 'Servlce", Except for the limited license provided. Licensor reserves all rights in and to the "SeNice" and all underlying data. compilations. and mformation maintawed by Licensor relating to the "SeNice-, mcluding but not limited to. the source or object code 4. Functionality: The "SeNice" provides the ability for the licensee to access pre-<1efined geographically selected calling areas or listed databases via an Internet -based software application. The 'Service" also has the ability to select calling databases vIa a geographic mapping component. The SeNice will also utilize an interactive voice response telephone seNice used to record messages and initiate call out projects. The 'SeNice" is designed to be active 24 hours per day 365 days per year 5. Costs for The "Service": During the term of this Agreement Licensee agrees to pay aU costs for utilizing the "SeNice- as described in Exhibit A - SeNice Charges; attached to and made a part of this Agreement. licensee will purchase prepaid "SeNice" (Prepaid System Minutes). Whenever licensee utilizes the -SeNice" the actual calling minutes used by licensor while utilizing the "SeNice" will be deducted from the balance of Prepaid System Minutes remaining in Licensee's Prepaid Minutes account. Licensee is responsible to maintain a sufficient balance of Prepaid System Minutes on account. Payment for the 'Service" is due and payable upon receipt of invoice (ROI). Finance charges at a rate of 1% per month (12% per annum) will be charged on all balances outstanding beyond 60 days. If a law which applies to this finance charge is interpreted so that the interest or other finance charges collected or to be collected in connection with this Agreement exceed the pennitted limits. then (i) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit, and (ii) any sums already collected from licensee which exceed pennitted limits will be refunded to Licensee All payments due Emergency Communications Nelwotk, Inc CodeREO@ Setvices Agreement Page 1 of6 Initials licenso~ licensee ~ under this Agreement shall be paid to Emergency Communications Network. lnc at 9 Sunshine Blvd. Ormond Beach, Fl 32174 6. Free Minute Blocks licensee IS allotted free hOle on the system fO( the purpose of testing and traintng. The following must be met in order for Licensee to utilize the free mmute bank specified 10 Exhibit A. a MInutes will be deducted from licensee's minute bank at the time of using the 'SeNlce- b licensee must notify Licensor in wnting within 60 days of the use of the "Service' specifying qualified project(s) to obtaIn eligible free minutes and restoration of the deducted minutes Into ltcensee.s minute bank. If licensee fads to nohfy licensor within 60 days of the use of the "SeNice-, the minutes used witt not be eligIble for consideTatiOll as free minutes and Will remain as a deduction ffOm licensee's minute bank as described above in paragraph 5 c. Any unused minutes rematning in these blocks are not transferable. d ltcensor will have the final right to deem all free calling minutes eligible or ineligible. 7. Tenn of Service Agreement: The license will extend for a period of one it} year beginning on Ihe last date this Agreement is signed by both licensee and licensor. On the date this Agreement termmates. Licensee will forfeit all Prepaid System Minutes remaining on account 8. Contract Extension: Upon each annual anniversary of the effective date of this Agreement. the term of this Agreement wiD extend for additional one-year periods. This contract extension provision (the "extension provision") will conltnue to extend the contract period by one additional year annually. Either party may cancel this extension provision by submitting notice to the other no less than 30 days prior to the annual anniversary of the effective date of the Agreement, The activation of the extension provision will trigger the following events: a) licensee's System Minute bank will be replenished to the original 150,000 minute balance; b) licensor will update its systems to extend the active software license and associated access codes for one additional year of use; c) Licensor Will invoice licensee for one additional year seNice extension at the rate of thirly- seven thousand five hundred dollars ($ 37.500J. d) Licensee will be responsible for payment of the contract extension fee upon receIpt of invoice from the Licensor. 9. Minute Bank Refill feature: The parties recognize that Licensee may utilize the 'SeNlce" in a manner that results in the actual System Minute usage exceeding licensee's active Prepald Minute Bank. In the event using the "SeNice" completely exhausts licensee's remaining Prepaid Minute Bank Licensor will immediately refill Licensee's Prepaid Minute Bank with a bkJck of 15,000 System Minutes. and will invoice licensee for this block of minutes at the Additional System Minute price as indicated in Exhibit A. licensee will be responsible for payment of Additional System Minute blocks upon receipt of Invoice from licensor. licensee agrees to purchase all such additional blocks of minutes as needed in ordeT to maintain a positive Prepaid System Minute balance. The purpose of this refill feature is to ensure that calls being placed via the 'Service- are not interrupted as the result of licensee's depletion of their Prepaid Minute Bank. 10. Appropriate Use of The Service: To access the "SeNice" licensor will provide licensee with unique user name(s) and password(s). licensee agrees to maintain such user name(s) and password(s) as private and confidential information. licensee agrees to use the "Service- in a way that confonns with all applicable laws and regulations. licensee specifICally agrees not to . make any attempt to gain unauthorized access to any of licensor's systems or networks. Licensee agrees that licensor shall not be responsible and liable for the content of the message(s) delivered by the .SeNice" on behalf of licensee. Emergency Commurwcatioos Network. Inc CodeREO@ SetVlces Agreement Page 2 of 6 tnitials licensor-:;l)L Licensee O<<r\. 11. Security: licensee understands that Internet commumcations are not secure. and may be subtect to interception or loss Licensee understands and acknowledges that licensor is providing the 'SeNice' on the World W.de Web through an 'upstream" third party Jnternet SeN.ce Provider. utilizing public utility services. LICensor shall not be liable to licensee in the event of any Interruption of service or lack of presence on the Internet as a result of any disruptiOll by the ttllrd party Internet SeNICe Provider or public utility. In the event of any disruption of seNice. Licensor will use its best efforts to notify licensee and to expedlle resumption of SeNlCe. 12, Warranty: (a) licensee acknowledges that software in general is not error -free and agrees that the existence of such errors in software used in conjunction with the 'SeNice- shall not constitute a breach of this license. (b) In the event that licensee discovers a material error which substantially affects licensee's use of the 'SeNice" and notifies licensor of the error, licensor shall use reasOllabfe measures to correct that part of the "SeNICe- which does not so comply, provided that such nOll-compliance has not been caused by any modIfication. variation or addition to the 'SeNjce" not performed by licensor, its agents or contractors, or caused by its incorrect use. abuse or corruption of the "Service" software. or by use of the 'Service" with other software or on equipment with which it is incompatible. (c) licensee is responsible for maintainmg access to the Internet. licensor in no way warrants licensee's access to the Internet via lIcensee's Internel Service Provider(s)_ 13. Wa,...anty Oisclaime..: To the extent permitted by the applicable law. licensor disclaims all other warranties with respect to the "SeNlce', either express or implied, including but not limited to any implied warranties of merchantability or fitness for any particular purpose. In no event (even should circumstances cause any or all of the exclusive remedies to fall of Its/their essential purpose and even if licensor has been advised of the possibility of such damages) shall licensor be liable for any special, indirect. Incidental or consequential damages of any nature (regardless of whether such damages are alleged to arise in cOlltract, tOrt or otherwise), including, but not limited to. loss of antiCipated profits or other economic loss in connection with or ensuing from the existence. furnishing. function. or licensee's use of any item of products or services provided for in this Agreement. Licensee understands that the cumulative liability of licensor for any and all claims relating to the 'SeNice" proVided by licensor, in contract. tort Of otherwise. shall not exceed that total amount paid by licensee for the most recently purchased block of Prepaid System Minutes. 14, Indemnification: licensee understands that licensor does not restrict the use of the "SeNice" by licensee and therefore licensee agrees that licensor shall not be responsible and/or liable for the content of the message(s) created by licensee delivered by the "SeNice" on behalf of licensee. To the extent permitted by law licensee agrees to defend. indemnify and hold harmless licensor and its affiliates, employees and agents, including but not limited to licensor's exclusive sales agent. The Broadcast Team, Inc.. from any and allliabitities, costs. and expenses. including reasonable attorneys' fees, arising from any violation of this Agreement by licensee or those who access the "SeNice" through licensee's account. or the use of the "SeNice" or the placement or transmission of any message, information or other materials by licensee or by those who have access to the "Service" through licensee's account. licensee shall be responsible for compliance with all applicable laws regarding outbound telemarketing, which may include, but are not limited to the Federal Telephone Consumer Protection Act of 1991, The Telemarketing and Consume.. Fraud and Abuse Prevention Act of 1999 and the rules and regulations promulgated thereunder. as well as State and local telemarketing laws and requirements. licensee shall, to the extent permitted by law, defend. indemnify and hold licensor harmless from all lawsuits, demands. liabilities, damages, claims, losses, costs or expenses, including attorneys' fees (whether by salary, retainer or otherwise), arising out of or resulting from, in whole or in part. a violation of such laws. licensee will be solely responsible and liable for any such violations. The provision of this Article shall sUNive termination of this Agreement. Emer~ncy Commul1lC3tions Netwofl(, tne CodeREO@ SelV1CeS Agceemeot Page 3 of 6 Initials licensor -:ut- 'licensee ~ 15, Non,Disclosure: fa) LICensee acknowledges and agrees that in providing the 'SeNice". licensor may disclose to licensee certain confidential, proprietary trade secret information of licensor CConfidentlallnformation") Confidenllallnformation may include. but is not limited to. the -SeNlce-. computer programs. flowcharts, diagrams. manuals, schematics, development tools. specIfications. deSign documents. marketing informatiOll, financial information or business plans Dunng this Agreement and for a peflod of five (5) years thereafter. licensee agrees that it will not. without the express prior written consent of Licensor, disclose any COllfldential Information or any part thereof to any third party. At the termInation of this Agreement, licensee will cease uh/azmg the 'SeNice" and will retUfn all Conftdentiallnformation to licensor unless licensee renews the .SeNlCe' as outlined in thiS Agreement. Nothing in this Agreement will be deemed to prohibit the disclosure of any Information in response to a subpoena or other similar order by a court or agency with lurisdiction to issue it relevant to the resolution of any dispute between the parties. The licensee will promptly notify the licensor of the receipt of any subpoena or other similar order and of any request under the Public Information Act or any other similar law The LICensee will cooperate with the licensor in defending against disclosure of any confidential information under any such subpoena, order or request. (b) licensee also agrees that it shall not duplicate. translate, modify. copy, printout, disassemble, decompIle or othelWise tamper with the .SeNice" or any software provided. 16. Termination: licensee may terminate this Agreement by notifying the licensor in writing no less than 30 days in advance of desired termination. licensee will return all Confidential Information and copies to licensor. licensee will forleit all Pre-Paid System Minutes upon termination of this Agreement. licensee understands that Licensor reserves the right to terminate Llcensee's account at any time for reasons including. but not 6mited to, failure to abide by the terms of thIS Agreement or failure to pay any fees or charges when due, In the event that lICensor terminates this Agreement for reasons other than Licensee's failure to abide by this Agreement. licensor will refund to Licensee an amount equal to the balance of Prepaid System MInutes 10 licensee's account Upon termInation. lICensee agrees to remove ,from licensee's computer(s) any files related to the 'SeNlce'. 17. Merger: ThIS Agreement terminates and supersedes all prior understandings or agreements on the sub,ect matter hereof. Only a further writing that IS duly executed by both parties may modify this Agreement 18, Confidential Data: licensor agrees that in view of the confidential nature of licensee supplied data and files that it IS to prepare, process or maintain under this Agreement. it will perform its duties in such a manner as to prevent the disclosure to any persons not employed by licensor of any such data and files unless licensor and licensee mutually agree in writing othelWise, 19. Integrity of Data: licensor cannot guarantee the integrity of any licensee supplied data. As such, any errors. duplications, or inaccuracies related to licensee supplied data will ultimately reside with licensee. 20. Notices: All notices or requests, demands and other communications hereunder shall be addressed to the parties as follows: As to Licensor: Emergency Communications Network, Inc. 9 Sunshine Blvd. Onnond Beach, Fl 32174 As to licensee: City of Federal Way. Attn: Rav GrosslEmerqencv Manaqement Coordinator. 33325 8th Avenue South, Federal Way. WA 98063 Emergency Commulllcations NefwOO(. Ioc CodeREO@ Services Agreement Page 4 of 6 Initials licensor~ licensee ~ 21, General: Each party to this Agreement agrees that any dispute arising under this Agreement shall be submitted to binding arbitration according to the rules and regulations of the American Arbitration Association. If any dispute anses the prevailing party shall be entitled to the costs and attomey's fees from the losing party for enforcement of any right included in this Agreement. both a Court of !irst jurisdiction and an Courts of Appeal. IN WITNESS WHEREOF. the parties execule this Agreement 00 the date(s) indicated below. licensee: APPROVED AS TO FORM: By 7 Title: Cary M. Roe, P.E, Assistant City Manager Chief Operating Officer/Emergency Manager Printed Name: Date ///$-/0 y-- Licensor: Emergency Communications Network, Ine, By: ~G - Printed Name David DiGiacomo Title: Vice President Date: Ol/ZB/~B I / Emergency Communications NetworK loe CodeREO@ Senrices Agreemefll Page 5 of 6 Ioilials licensor ;r:;t Licensee ~ Exhibit A - Service Charges Initial block purchase(s) of Prepaid System Minutes One (1) year CodeRED ServICe Agreement $ Included 150,000 CodeRED System Mmutes $ 37,500,00 Additional System Minutes $ 0,25 per minute 500 minutes for testing and training $ No Charqe (see paragraph 6) Up to ~ CodeRED user pass codes $ Included Initial Residential Database Upload $ No Charqe One (1) CodeRED distance training session $ No CharQe System usage will be charged against Prepaid System Minutes at actual minutes of time cOllnected while delivering prerecorded System calls. All calls will be billed in 6- second increments. Only connected calls (live connections. answering machine connections and fax tOIle connections) will result In connection charges being incurred. Additional Pass codes may be purchased for an annual fee of $150.00 per pass code. Database Accuracy Updates Ucensor Supplied Database 'Oatabase Accuracy Updates' ensure that the data population maintained by licensor under this Agreement undergoes periodic accuracy checks using the licensor's most current in-house compiled database including. but notlimiled to. household addresses and telephOlle numbers. It will be the sole responsibility of the Licensee to maintain database accuracy and request updates from the licensor One annual -Database Accuracy Update. will be peTformed by the Licensor upon request by the Licensee at no charge. Additional updates requested by Licensee will incur charges at the rate listed below after the update seNice is completed by licensor. 2.5i per record in final updated database population Licensee Supplied Database: A seNice labor fee of One Hundred Dollars ($1()(J.00) per hour win be billed to licensee for any data importing, manipulating, and loading any database supplied by Licensee or on Licensee's behalf to Licensor. $100 per hour for database maintenance Annual System Maintenance, including all Software Upgrades $ No CharQe Emergency Communications Network. toe CodeREO@ SeMces Agreement Page 6 of6 Initials Licensor ~ licens~ 10. CONTRACT REVIEW INITIALIDATE APPROVED !2tPROJECTMANAGER Rt; I J/ J./ Og-- D DIVI8IOl~ MANAubK ' " /' , IZJ DIRECTOR ('}'vtK... l/zI4j'" ~ LAW ,- ZoO 01 . MS\--1S 1/1 loY) I Cj ~ eN I ( ~~~) (l,1cuJ..d. i / J.ij o~ 11. CONTRACT SIGNATURE ROUTING INITIALIDATE APPROVED ~ LAW DEPARTMENT I !ltP!rB e c i<c Kl<- II '-1/0;i IXCITYMANAGERI/lllo1 ~i- __~~~QV CITY CLERK I f ~l /D~ , It rA ~ SIGN COpy BACK T'l ORGINATING DEPT. . ~ ASSIGNEDAG# C1L' 0(5 IkI PURCHASING: PLEASE CHARGE TO: I 0 I - 4 J 00 J.. 79 - ~ J 5 - 61 1. 2. 4. 5. 6. 7. 8. 9. TO: ~t -lJ'VV ook' C CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP ORIGINATING DEPT.IDIV: P4 h J i L- W 0 Y' /.<' f ORIGINATING STAFF PERSON: R ?tV broff f DATEREQ. BY: J /1 't log- , , EXT: J. 7 J J.... TYPE OF DOCUMENT REQUESTED (CHECK ONE) 1 PROFESSIONAL SERVICE AGREEMENT LJ MAINTENANCE/LABOR AGREEMENT D PUBLIC WORKS CONTRACT D SMALL PUBLIC WORKS CONTRACT (LESS THAN $200,000) D PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) D REAL ESTATE DOCUMENT D SECURITY DOCUMENT (E.G. AGREEMENT & PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) D CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) 0 D CONTRACT AMENDMENT AG#: ~-()/3 D CDBG ~ OTHERC'ODtR~i) St:RViCES.AL/Qt~ltNT PROJECT NAME: ( 0 J eRg J ft1 &/ff !II 01-. (,' C l1 +, 0 l-\ fy f" Ie WI NAME OF CONTRACTOR: E W\ e r-,e"" {y (0 WI tVI VI V\ I (e., flu YI ~ !lie f WOyV: Inc. ADDRESS: q ~'111\ S-l.,'Vlf' B()...}~vltyJ Ot"Vl-toVlcl fJt'ltc4 Fl ?J.l7hELEPHONE 88~->df1-0337 SIGNATURE NAME: 3}XVl Gl 'D'16;~DrY)U TITLE: Vice Pre,sI'cUrJ- ATTACH ALL EXHIBITS AND CHECK BOXES ~ SCOPE OF SERVICES D ALL EXHIBITS REFERENCED IN DOCUMENT D INSURANCE CERTIFICATE D DOCUM.ENT AUTHORIZING SIGNATURE . . r. if kii.R IJpO'l txqu.t.h"trY) Om. ye~ 170',7 14S t:- TERM: COMMENCEMENT DATE: , fA K,I 0 .~ COMPLETION DATE: I / j. -g / 0 cy TOTALCOMPENSATION$ d 1, olIO. Dc) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: DYES D NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED DYES D NO IF YES, $ PAID BY: D CONTRACTOR D CITY INITIALIDATE APPROVED /2ic f cl ~ i / J.. OJ / tJl INITIALIDATE APPROVED - "I/O CODER ED SERVICES AGREEMENT This ServIces Agreement ('Agreement") IS made and effective as of the last date written below by and between Emergency CommunIcations Network, Inc. a FlOrida Corporation ("Licensor") located at 9 Sunshine Boulevard. Ormond Beach, FL 32174 and the City of Federal Way, a body politic and corporate of the State of Washinqton ("Licensee") located at 33325 8th Avenue South. Federal Way. WA 98063. Licensor is the owner of a servIce Identified as "CodeRED@ Emergency Notificatton System" (The "Service"). which allows users to place prerecorded telephone calls at high speed to call recipients Licensee desires to utilize the "Service" for the purpose of communicating matters of public interest and concern In consideration of the promises set forth, the parties agree as follows 1. license: Licensor grants Licensee a non-exclusive and non-transferable license to use the "Service" (hereinafter referred to as 'The License") for Licensee's own purposes in accordance with the terms outlined In this Agreement Licensee understands and agrees that they are fully responsible for the use of such services by anyone whom Licensee authorizes or permits to use the .Service", and anyone who accesses the .Service" by utilizing Licensee's Confidential access codes. a. The Licensee may not modify the .Service", disable any license or control features of the .Service." Licensee may not (i) assign, license, sublicense. rent. sell, transfer the .Service", this Agreement. or any portion thereof or (it) utilize the .Service" except as expressly permitted in the Agreement between Licensee and Licensor The License will Include pass codes for up to five (5) authorized 'Servlce" users Additional users pass codes may be obtamed at an additional annual fee as outlined in Exhibit A 2. Ownership: The 'Service" IS owned and copyrighted by Licensor The Licensee's license confers no title or ownership In the "Service" whatsoever 3. Copyright: United States COPYright laws and international treaty proVIsions protect the "ServIce" Except for the limited license proVided, Licensor reserves aU fights in and to the "Service" and all underlying data. compilations, and Information maintained by Licensor relating to the "Service", Including but not limited to, the source or object code 4. Functionality The "Service" proVides the ability for the Licensee to access pre-defined geographically selected calling areas or listed databases via an Internet -based software application The "Service" also has the ablhty to select calling databases via a geographic mapping component The Service will also utilize an interactive vOIce response telephone service used to record messages and initiate call out projects The "Service" IS designed to be active 24 hours per day 365 days per year 5. Costs for The "Service'" During the term of this Agreement Licensee agrees to pay aU costs for utilizing the "Service" as described in Exhibit A - Service Charges; attached to and made a part of this Agreement Licensee will purchase prepaid ~Service" (Prepaid System Minutes) Whenever Licensee utilizes the "Service" the actual calling minutes used by licensor while utilizing the "Service" will be deducted from the balance of Prepaid System Minutes remaining in Licensee's Prepaid Minutes account Licensee is responsible to maintain a sufficient balance of Prepaid System Minutes on account Payment for the "Service" is due and payable upon receipt of invoice (ROI). Finance charges at a rate of 1% per month (12% per annum) will be charged on all balances outstanding beyond 60 days If a law which applies to this finance charge is interpreted so that the interest or other finance charges collected or to be collected in connection with this Agreement exceed the permitted limits, then (i) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit, and (ii) any sums already collected from Licensee which exceed permitted hmits will be refunded to Licensee All payments due Emergency Communications Network. Inc CodeREO@ Services Agreement Page 1 of 6 Imt.als Licensor:;ti- Licensee ~ under this Agreement shall be paid to Emergency Communications Network. Inc at 9 Sunshine Blvd, Ormond Beach. FL 32174 6. Free Minute Blocks Licensee IS allotted free time on the system for the purpose of testing and train mg. The followmg must be met in order for Licensee to utilize the free minute bank specified in Exhibit A a Minutes will be deducted from Licensee's mmute bank at the time of using the "ServIce". b Licensee must notify Licensor in wnting within 60 days of the use of the "Service" specifying qualified prolect(s) to obtam eligible free minutes and restoration of the deducted mmutes mto Licensee's minute bank If Licensee falls to notify Licensor within 60 days of the use of the 'Service". the minutes used will not be eligible for consideration as free minutes and will remain as a deduction from Licensee's mmute bank as described above in paragraph 5 c. Any unused minutes remaining in these blocks are not transferable. d Licensor will have the final right to deem all free calling minutes eligible or ineligible 7. Term of Service Agreement: The License will extend for a period of one (1) yearbegmning on the last date this Agreement IS signed by both Licensee and Licensor. On the date this Agreement termmates. Licensee will forfeit all Prepaid System Minutes remainmg on account 8. Contract Extension: Upon each annual anniversary of the effective date of this Agreement. the tenn of this Agreement will extend for additional one-year periods. This contract extension provision (the "extension provision") will continue to extend the contract period by one additional year annually Either party may cancel this extension provision by submitting notice to the other no less than 30 days prior to the annual anniversary of the effective date of the Agreement. The activation of the extension provision will trigger the following events a) Licensee's System Minute bank will be replenished to the original 150,000 minute balance; b) Licensor will update its systems to extend the active software license and associated access codes for one additional year of use; c) Licensor will invoice Licensee for one additional year service extension at the rate of thirty- seven thousand five hundred dollars ($ 37,500) d) Licensee will be responsible for payment of the contract extension fee upon receipt of Invoice from the Licensor 9. Minute Bank Refill feature: The parties recognize that Licensee may utilize the .Service" in a manner that results in the actual System Minute usage exceeding licensee's active PrepaId Minute Bank. In the event using the 'Service" completely exhausts Licensee's remaining Prepaid Minute Bank Licensor will immediately refill Licensee's Prepaid Minute Bank with a block of 15,000 System Minutes, and will invoice Licensee for this block of minutes at the Additional System Minute price as indicated in ExhibIt A. licensee will be responsible for payment of Additional System Minute blocks upon receipt of invoice from Licensor. licensee agrees to purchase all such additional blocks of minutes as needed in order to maintain a positive Prepaid System Minute balance The purpose of this refill feature is to ensure that calls being placed via the 'Service" are not interrupted as the result of licensee's depletion of their Prepaid Minute Bank, 10. Appropriate Use of The Service: To access the "Service" Licensor will provide Licensee with unique user name(s) and password(s)_ Licensee agrees to maintain such user name(s) and password(s) as private and confidential information Licensee agrees to use the "Service" in a way that conforms with all applicable laws and regulations, Licensee specifically agrees not to, make any attempt to gain unauthorized access to any of Licensor's systems or networks, Licensee agrees that Licensor shall not be responsible and liable for the content of the message(s) delivered by the 'Service" on behalf of Licensee. Emergency Commufl1cations Network. lnc CodeREO@ SelVlGes Agreement Page 2 of 6 Inttials Licensor~ Licensee ~ 11. Security: LIcensee understands that Internet communications are not secure. and may be subject to interception or loss Licensee understands and acknowledges that Licensor is providing the "Service' on the World Wide Web through an "upstream" third party Internet Service Provider, utilizing public utility services. licensor shall not be liable to licensee in the event of any interruption of service or lack of presence on the Internet as a result of any disruption by the thIrd party Internet Service Provider or public utility In the event of any disruption of servIce, Licensor will use its best efforts to notify licensee and to expedite resumption of servIce. 12. Warranty: (a) licensee acknowledges that software in general is not error-free and agrees that the existence of such errors in software used in conjunction with the "Service" shall not constitute a breach of this License (b) In the event that LIcensee discovers a material error which substantially affects Licensee's use of the "Service" and notifies licensor of the error, Licensor shall use reasonable measures to correct that part of the "Service" which does not so comply, provided that such non-compliance has not been caused by any modification, variation or addition to the .Service" not performed by licensor, its agents or contractors, or caused by its incorrect use, abuse or corruption of the .Service" software, or by use of the "Service" with other software or on equipment with which it is incompatible (c) licensee is responsible for maintaming access to the Internet licensor in no way warrants Licensee's access to the Internet via licensee's Intemet Service Provider(s), 13. Warranty Disclaimer: To the extent permitted by the applicable law, Licensor disclaims all other warranties with respect to the "Service", either express or implied, including but not limited to any implied warranties of merchantability or fitness for any particular purpose In no event (even should circumstances cause any or all of the exclUSive remedies to fail of Its/their essential purpose and even if Licensor has been advised of the possibility of such damages) shall Licensor be liable for any special, indirect. Incidental or consequential damages of any nature (regardless of whether such damages are alleged to anse in contract. tort or otherwise), including, but not limited to, loss of anticipated profits or other economic loss in connection with or ensuing from the existence, furnishing, function, or licensee's use of any item of products or services provided for in this Agreement Licensee understands that the cumulative liability of Licensor for any and all claims relating to the "Service" proVided by Licensor, in contract, tort or otherwise, shall not exceed that total amount paid by licensee for the most recently purchased block of Prepaid System Minutes 14. Indemnification: licensee understands that licensor does not restrict the use of the "Service" by Licensee and therefore Licensee agrees that Licensor shall not be responsible and/or liable for the content of the message(s) created by licensee delivered by the "Service" on behalf of Licensee. To the extent permitted by law licensee agrees to defend, indemnify and hold harmless licensor and its affiliates, employees and agents, including but not limited to licensor's exclusive sales agent. The Broadcast Team, Inc., from any and all liabilities. costs, and expenses, including reasonable attorneys' fees, arising from any violation of this Agreement by licensee or those who access the "Service" through Licensee's account, or the use of the .Service" or the placement or transmission of any message, information or other materials by licensee or by those who have access to the "Service" through Licensee's account. licensee shall be responsible for compliance with all applicable laws regarding outbound telemarketing. which may include, but are not limited to the Federal Telephone Consumer Protection Act of 1991, The Telemarketing and Consumer Fraud and Abuse Prevention Act of 1999 and the rules and regulations promulgated thereunder, as well as State and local telemarketing laws and requirements licensee shall, to the extent permitted by law, defend, indemnify and hold licensor harmless from all lawsuits, demands, liabilities, damages, claims, losses, costs or expenses, including attorneys' fees (whether by salary, retainer or otherwise), arising out of or resulting from, in whole or in part, a violation of such laws licensee will be solely responsible and liable for any such violations. The provision of this Article shall survive termination of this Agreement. Emergency Communications Network, Ine CodeREO@ Services Agreement Page 3 of 6 Initials Licensof"'JJ4.- Licensee ~ 15. Non-Disclosure: (a) Licensee acknowledges and agrees that in providing the 'Service". LIcensor may disclose to Licensee certain confidential, proprietary trade secret information of Licensor CConfidentiallnformation") Confidential InformatIon may include. but is not limited to. the "Service", computer programs. flowcharts, diagrams, manuals, schematics, development tools, speclficabons, deSign documents, marketing information, financial information or business plans During this Agreement and for a period of five (5) years thereafter. Licensee agrees that it wlll not Without the express prior wntten consent of Licensor. disclose any Confidential Information or any part thereof to any third party At the termination of this Agreement. Licensee will cease utiliZing the "Service" and will return all Confidential Information to Licensor unless Licensee renews the "Service" as outlined in this Agreement Nothing in this Agreement will be deemed to prohibit the disclosure of any infonnation in response to a subpoena or other similar order by a court or agency with Jurisdiction to issue it relevant to the resolution of any dispute between the parties. The Licensee will promptly notify the Licensor of the receipt of any subpoena or other similar order and of any request under the Public Information Act or any other similar taw The Licensee will cooperate with the Licensor in defending against disclosure of any confidential information under any such subpoena, order or request (b) Licensee also agrees that it shall not duplicate. translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the "Service" or any software provided 16. Termination: Licensee may terminate this Agreement by notifying the Licensor in writing no less than 30 days in advance of desired termination. Licensee will return all Confidential Information and copies to Licensor. Licensee will forfeit all Pre-Paid System Minutes upon termination of this Agreement Licensee understands that Licensor reserves the right to terminate licensee's account at any time for reasons including, but not limited to, failure to abide by the terms of thiS Agreement or failure to pay any fees or charges when due. In the event that licensor terminates thIS Agreement for reasons other than Licensee's failure to abide by this Agreement, Licensor Will refund to LIcensee an amount equal to the balance of Prepaid System MlOutes 10 Licensee's account Upon termmation, Licensee agrees to remove from Licensee's computer(s) any files related to the "Service". 17. Merger: ThiS Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. Only a further writing that is duly executed by both parties may modify this Agreement 18. Confidential Data: Licensor agrees that in vIew of the confidential nature of Licensee supplied data and files that it IS to prepare, process or maintain under this Agreement, it will perfonn its duties in such a manner as to prevent the disclosure to any persons not employed by licensor of any such data and files unless Licensor and Licensee mutually agree in writing otherwise. 19. Integrity of Data: Licensor cannot guarantee the integrity of any Licensee supplied data. As such, any errors, duplicatIons. or inaccuracies related to Licensee supplied data will ultimately reside with Licensee. 20. Notices: All notices or requests, demands and other communications hereunder shall be addressed to the parties as follows: As to Licensor: Emergency Communications Network, Inc. 9 Sunshine Blvd. Ormond Beach, Fl 32174 As to Licensee: City of Federal Way, ANn: Ray GrosslEmerqency Manaqement Coordinator, 33325 8th Avenue South, Federal Way, WA 98063 Emergency Communications Network.. Ine CodeREO@ Services Agreement Page 4 of 6 Initials licensor~ Licensee ~ 21. General: Each party to this Agreement agrees that any dispute arising under this Agreement shall be submItted to binding arbitration according to the rules and regulations of the American Arbitration Association If any dispute arises the prevailing party shall be entitled to the costs and attorney's fees from the losing party for enforcement of any right included in this Agreement. both a Court of first jurisdiction and all Courts of Appeal IN WITNESS WHEREOF, the parties execute this Agreement on the date(s) indicated below. Licensee: :in~ APPROVED AS TO FORM: Title: Cary M. Roe, P .E. Assistant City Manager Chief Operating Officer/Emergency Manager By Printed Name: Date /// R-(Q \C Licensor: Emergency Communications Network, Inc. By ~D -- Printed Name David DiGiacomo Title Vice President Date: 01/ 'ZB /?-DO B I / Emergency Communications Network, Ine CodeREO@ Services Agreement Page 5 of 6 Initials licensor ;J2l licensee ~ Exhibit A - Service Charges Initial block purchase(s) of Prepaid System Minutes One (1) year CodeREO ServIce Agreement $ Included 150,000 CodeREO System Mmutes $ 37,500.00 Additional System Minutes $ 0.25 per n:!!!l!!~ 500 minutes for testing and training $ No Charqe (see paragraph 6) Up to ~ CodeREO user pass codes $ Included Initial Residential Database Upload $ No Charge One (1) CodeREO distance training session $ No Charqe System usage will be charged against Prepaid System Minutes at actual minutes of time connected while delivering prerecorded System calls All calls will be billed in 6- second increments Only connected calls (live connections, answering machine connections and fax tone connections) will result in connection charges being incurred Additional Pass codes may be purchased for an annual fee of $ L~-'.90 per pass code. Database Accuracy Updates Licensor Supplied Database "Database Accuracy Updates" ensure that the data population maintained by Licensor under this Agreement undergoes periodic accuracy checks using the Licensor's most current in-house compiled database including, but not limited to, household addresses and telephone numbers It will be the sole responsibility of the Licensee to maintain database accuracy and request updates from the Licensor One annual UDatabase Accuracy Update" will be performed by the Licensor upon request by the Licensee at no charge. Additional updates requested by licensee Will incur charges at the rate listed below after the update service is completed by Licensor 2 5~ per record in final updated database population Licensee Supplied Database: A service labor fee of One Hundred Dollars ($100.00) per hour will be billed to licensee for any data importing, manipulating, and loading any database supplied by Licensee or on Licensee's behalf to Licensor $100 per hour for database maintenance Annual System Maintenance, including all Software Upgrades $ No Charqe Emergency Communications Network, tne CodeREO@ Services Agreement Page 6 of6 Initials Licensor ~ Licensee~