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HomeMy WebLinkAboutA5653 - CODERED EMERGENCY NOTIFICATION SYSTEM SERVICES AGR 180 w Granada eovlevard.Suite 200 / Ormond Bnz,h.FL 32174 C T s L 866 939 0911 5 �T Emergency Communications Network FA x 386 676 1127 wEe ecnetwork.com January 14, 2016 City of Palm Springs, California Attn:Anjila Lebsock, Emergency Manager 300 North El Cielo Road Palm Springs, CA 92262 Dear Ms. Lebsock: The current CodeRED@ Services Agreement for the City of Palm Springs. California will expire at 12:01am on April 27, 2016. The Agreement contains a clause that enables us to renew it at the same price, with the same terms and conditions, providing both parties agree to the renewal. We would like to renew this Service Agreement for the period of April 27, 2016 through April 26, 2017,for the amount of ten thousand dollars($10,000.00). If you agree to this extension, please complete and return the endorsement below by March 26 2016, via fax at 386-676-1127 or by email at jbaker@ecnetwork.com. If you have any questions regarding the submission of this form or renewal process, please contact me at 386-676-0294 ext. 1170. If you have any questions regarding the details of the Agreement, you may contact our general counsel, Leanne Siegfried at ext. 1208, who will set up a call with the appropriate member of our team who is best able to answer your questions. Sincerely, Jodi Baker Contract Manager ---------- --------------------------------------- ------- ----------- Renewal Agreement Endorsement for the City of Palm Springs,California Please sign below if you would like to renew the CodeRED@ Services Agreement. If you do not wish to renew the CodeRED@ Services Agreement please call 888-848-6337 and speak with Leanne Siegfried, who may refer you to the appropriate member of our team, so we can begin the account deactivation process. City of Palm Springs, California APPROVED BY CITY MANAGER Signature: 5 n� L L y,, _X00 *� 5 Printed Name: David H.Ready,Esq,PHD 1� APP AS TO FORM Title: City Manager Wf Date: CITY ATTORNEY ATTEST: DATE A�• 49 City Clerk CodeRED' CodeRED Weather Warning' Code-ED' My DailyCall•" City Watchr" SmartNotice'^ ORIGINAL BID AND/OR AGREEMENT 7bO w Granada 200 2174 TEL Heec9 9 911 r r l 866 939 Emergency Communications Network' r,,. 3865761127 v:ee ecnetwork,com December 19, 2014 City of Palm Springs, California Attn: Anjila Lebsock, Emergency Manager 300 North El Cielo Road Palm Springs, CA 92262 Dear Ms. Lebsock: The current CodeRED@ Services Agreement for the City of Palm Springs. California will expire at 12:01am on April 27, 2015. The Agreement contains a clause that enables us to renew it at the same price, with the same terms and conditions, prQdiding both parties agree to the renewal. We would like to renew this Service Agreeme e e perogthQf April 27, 2015 through April 26, 2016.for the amount of ten thousand do s 10 000. If you agree to this extension, please comple a return the endorsement below by March 27 2015,via fax at 386-676-1127 or by email at jbaker@ecnetwork.com. If you have any questions regarding the submission of this form or renewal process, please contact me at 386-676-0294 ext. 1170. If you have any questions regarding the details of the Agreement, you may contact our general counsel, Leanne Siegfried at ext. 1208, who will set up a call with the appropriate member of our team who is best able to answer your questions. Sincerely, Jodi Baker Contract Manager ----------------------------------------------------- ---------- ---- Renewal Agreement Endorsement for the City of Palm Springs, California Please sign below if you would like to renew the CodeRED@ Services Agreement. If you do not wish to renew the CodeRED(g) Services Agreement please call 888-848-6337 and speak with Leanne Siegfried, who may refer you to the appropriate member of our team, so we can begin the account deactivation process. City of Palm Springs, California Signature: '7� Printed Name: David H.Ready,Esg, Title: City Manager Date: ATTEST. APPROVED BY CITY MANAGER �7 'Rk¢4'10 oaf A5663 City clerk CodeRED' CodeRED Weather Warning' ' Code-ED' f MyDailyCaW- CityWat<h'" smartNotiW- RETURN TO. CITY CLE K CITY OF PALM SPHINGS BOX 2743 PALM SPRINGS,CA 92263 CODERED SERVICES AGREEMENT Recession Plan This CodeRED® Services Agreement ("Agreement") is made and effective as of April 27, 2014 (the "Effective Date")by and between Emergency Communications Network, LLC. a Delaware Limited Liability Company ("Licensor") located at 9 Sunshine Boulevard, Ormond Beach, FL 32174 and the City of Palm Sprfnos, a body politic and corporate of the State of California ("Licensee") located at 300 N El Cielo Road, Palm Sprfnos, CA 92262. Licensor is the owner of a service identified as "CodeRED® Emergency Notification System" (the 'Service"),which is designed to allow authorized licensed users to have access 24 hours a day, 7 days a week for the purpose of generating high-speed notifications to targeted groups via an Internet-hosted software application. Licensee desires to utilize the Service for the purpose of communicating matters of public interest and concern. The parties agree as follows: 1. License: Licensor grants Licensee a non-exclusive and non-transferable license (the "License")to use the Service for Licensee's own purpose, in accordance with the terms of this Agreement. Licensor reserves the right to either charge additional fees or terminate this Agreement if other parties not contemplated in this Agreement are granted access to the Service by Licensee. Licensee assumes full and complete responsibility for the use of the Service by anyone whom Licensee permits to use the Service or who otherwise uses the Service through Licensee's access codes. Licensee may not assign, license, sublicense, rent, sell or transfer the License, the Service, those codes used to access the Service, or any rights under this Agreement. To access the Service, Licensor will provide Licensee with up to five 5 unique user name(s) and password(s). Additional users pass codes may be obtained at an additional annual fee as outlined in Exhibit A, attached hereto and incorporated by reference. 2. Ownership: Licensee also agrees that it shall not duplicate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Service or any software provided. The Licensee's License confers no title or ownership in the Service or its underlying technology. 3. Copyright: Licensee understands and agrees that United States copyright laws and international treaty provisions protect the Service. Except for the limited License provided for herein, 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. Licensee shall not make any ownership, copyright or other intellectual property claims related to the Service or data processed through the Service. 4. Functionality: The Service provides Licensee the ability to access pre-defined geographically selected calling areas or listed databases via an Internet-based software application. The Service has the ability to select calling databases via a geographic mapping component. Licensee's database(s) shall be limited by Licensor to the geographic boundaries (determined by Lat/Lon coordinates) of the City of Palm Sprin-gs. Califomia (the "Callino Area'). The Service will also allow Licensee to utilize an interactive voice response telephone service to record messages and initiate call out projects. Licensee may only place calls via the system to telephone numbers assigned within the 48 contiguous United States of America. International call rates may be set by separate agreement. Any additional Service functions will be charged at the rates on Exhibit A. 5. Costs for the Service: During the Term of this Agreement, Licensee agrees to pay all costs and fees for utilizing the Service, as described in Exhibit A, and as set forth in this paragraph. Licensee understands and agrees that it will purchase prepaid minutes for the Service ('System Minutes"). Licensee further understands and agrees that whenever Licensee utilizes the Service, the actual calling minutes used by Licensee while utilizing the Service will be deducted from the balance of System Minutes remaining in Licensee's System Minutes account or bank. Licensee is responsible to maintain, at all times, a sufficient balance of System Minutes on account. Payment for the Service or System Minutes is due and payable Emergency Communications Netmrk, LLC Page 1 of 7 Initials CodeRED®Services Agreement Licensor Licens 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. All payments due under this Agreement shall be paid to: Emergency Communications Network, LLC at 9 Sunshine Blvd., Ormond Beach, FL 32174. Licensee understands and agrees that the prices set forth on Exhibit A are not final until this Agreement has been fully executed, and that it is at the Licensor's discretion to honor such prices in the event this Agreement has not been returned to the Licensor within 90 days from the date this Agreement was drafted for the Licensee. 6. Free Testing and Training Minute Blocks: Licensee is allotted free time on the system which runs the Service for the purpose of testing and training. Licensee understands and agrees that the following conditions must be met in order for Licensee to utilize the free minute bank specified in Exhibit A: a) Minutes used for testing and training will be deducted from Licensee's minute bank at the time of using the Service; b) Licensee must notify Licensor in writing within 60 days from the date the Service was used for testing or training, specifying qualified project(s) and minutes used, to request that such minutes be designated as free minutes and restored to the minutes that were deducted from Licensee's System Minute bank. Licensee understands and agrees that, if Licensee fails to notify Licensor within 60 days of the use of the Service, the minutes used will not be eligible for restoration as free minutes, and will remain deducted from Licensee's System Minute bank as described above; c) Any unused minutes are not transferable, and shall only roll over by written agreement; and d) Licensor will have the final right to deem all free calling minutes eligible or ineligible for reimbursement under this paragraph. 7. Tenn of the Service Agreement: This Agreement, and the License extended herein, will continue for a period of one (1) year(the "Initial Term") commencing on the Effective Date. Upon termination of this Agreement, whether by expiration of the Initial Term, any Renewal Term (as hereinafter defined) (the Initial Term and any Renewal Term, collectively, the "Term"), or as otherwise set forth herein, Licensee's access to the Service will be terminated. 8. Contract Extension: Upon each annual anniversary of the Effective Date, this Agreement may extend for additional one-year periods(each a "Renewal Term"). If activated, this contract extension provision will continue to extend the Agreement period by one(1) additional year at the end of each one(1) year Initial Term or Renewal Term. Licensee's extension of the Agreement for a Renewal Term shall be deemed activated upon Licensor's acceptance of any of the following prior to the end of the Initial Term or then- current Renewal Term: Licensor accepts a renewal letter, electronically or hard copy, from Licensee; Licensor accepts a Purchase Order or Purchase Order Number for payment of the Service for one additional year from Licensee; or Licensor accepts payment from Licensee for one additional year of the Service. In the event the Agreement is extended: a) Licensee's System Minute bank will be replenished to the original 30.000 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 of Service at the rate of ten thousand dollars($10.000); and d) Licensee agrees to pay the additional fee set forth in this paragraph for each Renewal Term upon receipt of invoice from the Licensor, subject to the terms set forth in paragraph 5. Emergency Communications Network,LLC Page 2 of 7 Initials CodeREM Services Agreement Licens Lice Licensee understands and agrees that its failure to extend the Agreement pursuant to this section may result in increased costs for the Service in the event that Licensee requests Licensor to provide any services to Licensee after the expiration of the Term. 9. Minute Bank Refill Feature: The parties recognize that Licensee may utilize the Service in a manner that results in Licensee exceeding the amount of prepaid System Minutes in Licensee's System Minute bank. In the event that using the Service completely exhausts Licensee's remaining prepaid System Minute bank, Licensor will immediately refill Licensee's System Minute bank with a block of 3,000 System Minutes, and will invoice Licensee for this block of minutes at the Additional System Minute price as indicated in Exhibit A. Licensee shall pay Licensor for all Additional System Minute blocks upon receipt of invoice from Licensor, subject to the same terms as set forth in paragraph 5. Licensee understands and agrees that it is required to maintain a System Minutes balance in its System Minutes bank at all times, and agrees to purchase Additional System Minute blocks as needed in order to maintain a positive 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 its System Minutes. 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 agrees not to initiate a call, such that the same call is to be delivered to two (2) or more lines of a business. 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 or liable for the content of the message(s) created by Licensee, or by those who access the Service using Licensee's codes, or otherwise delivered by the Service on behalf of Licensee. Licensee agrees to defend, indemnify and hold harmless Licensor and its affiliates, employees, officers, directors, managers, members and agents from any and all liabilities, costs, and expenses, including reasonable attorneys' fees, whether brought by a third party, arising from any violation of this Agreement by Licensee; from the content, placement, or transmission of any messages or materials sent or maintained through Licensee's accounts, or use of 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 will be solely responsible and liable for any such violations and shall 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. 11. Security: Licensor will use commercially reasonable practices and standards to secure and encrypt data transmissions. 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 which may not be secure. Licensee agrees that 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. Licensee agrees that Licensor cannot guarantee the integrity of any Licensee supplied or user supplied data. Any errors, duplications, or inaccuracies related to Licensee or user supplied data will be the responsibility of the Licensee. 12. Representations and Warranties: Licensee acknowledges and agrees that: (a) the Service is run by software that is designed to be active 24 hours per day, 365 days per year; software in general is not error-free and the existence of any errors in Licensee's software used in conjunction with the Service shall not constitute a breach of this Agreement; (b) in the event that Licensee discovers a material error which substantially affects Licensee's use of the Service, and Licensee notifies Licensor of the error, Licensor shall use reasonable measures to restore access to the Service, provided that such error has not been caused by incorrect use, abuse or corruption of the Service or the Service's software or by use of the Service with other software or on equipment with which it is incompatible by Licensee or a third party accessing the Service through Licensee's passcodes; (c) Licensee is responsible for maintaining Emergency Communications Network,LLC Page 3 of 7 Initials CodeRED®Services Agreement Licens Licen access to the Internet in order to use the Service; Licensor in no way warrants Licensee's access to the Internet via Licensee's Internet Service Provider(s); (d) Under certain rare instances not all technologies are compatible without manual intervention by both parties. Licensee agrees that its staff will cooperate with Licensor's staff to make necessary modifications to allow the Service to perform; and (a) the individual signing on behalf of Licensee is an authorized officer, employee, member, director or agent for Licensee and has full authority to cause Licensee to enter into and be bound by the terms of this Agreement and this Agreement fully complies with all laws, ordinances, rules, regulations, and governing documents by which Licensee may be bound. 13. Disclaimer: In no event (even should circumstances cause any or all of the exclusive remedies to fail their essential purpose, and even if Licensor has been advised of the possibility of such damages) shall Licensor, its officers, directors, managers, members employees or agents, be liable for any indirect, punitive, special, 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 or 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 shall not exceed that total amount paid by Licensee for the most recent payment made by Licensee to Licensor. The Service is provided as-is. and Licensor disclaims all warranties, express or implied, and does not warrant for merchantability or fitness of a particular purpose. Licensee recognizes that once email and text messages have been released from Licensor's equipment, the ultimate delivery of the messages depends on the message recipient's local network. As a result Licensor cannot guarantee the delivery of email and text messages to a recipient. 14. Confidentiality: Licensor acknowledges the confidential nature of Licensee and user supplied data and files that it is to prepare, process or maintain under this Agreement, and agrees to perform its duties in such a manner as to prevent the disclosure to the public or to any persons not employed by Licensor, any confidential data and files. Data collected by Licensor will remain secured on Licensor's equipment and will only be released upon mutual agreement by both parties or a court order of sufficient jurisdiction. Licensee understands and agrees that private citizens and other persons in the Calling Area may voluntarily contribute their contact information to be used in the Service, and that Licensor shall develop and maintain a database of such information, along with other information privately developed by Licensor(the "Data"). Licensee acknowledges and agrees that Licensor desires to maintain the privacy of the Data, and that Licensee shall take no steps to compromise the privacy of the Data. Licensee further acknowledges that Licensor shall disclose to Licensee certain confidential, proprietary trade secret information of Licensor (along with the Data, "Confidential Information"). Confidential Information may include, but is not limited to, the Service, computer programs, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, user data, Calling Area data, financial information or business plans. Licensee agrees that, at all times during and after the termination of this Agreement, Licensee will not, without the express prior written consent of Licensor, disclose any Confidential Information or any part thereof to any third party. Nothing in this Agreement will be deemed to require Licensor to disclose any Confidential Information to Licensee or to prohibit the disclosure of any information in response to a subpoena or other similar order by a court or agency. 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, and will assist Licensor in preventing the disclosure of the Confidential Information pursuant to same to the extent required by Licensor. 15. Termination: a) Licensor, in its sole discretion, may terminate this Agreement: i) for any reason by providing no less than 30 days advance notice, and in such case, Licensor will refund to Licensee an amount equal to the lesser of the monthly-prorated balance of the annual fee based on the number of days left in the term of the Agreement or the value of the balance of System Minutes in Licensee's System Minute bank as calculated by multiplying the remaining System Minutes by the additional system minute price on Exhibit A; or ii) immediately, and without further notice, as a result of Licensee's breach of this Agreement, and in such case, no fees paid hereunder shall be refunded. Emergency Communications Network,LLC Page 4 of 7 Initials CodeRED®Services Agreement Licens r� Licens b) Licensee, in its sole discretion, may terminate this Agreement: i) for any reason by providing no less than 30 days advance notice, and in such case, no fees paid hereunder shall be refunded; or ii) immediately, and without further notice, as a result of Licensor's breach of this Agreement, and in such case, Licensor will refund to Licensee an amount equal to the lesser of the monthly-prorated balance of the annual fee based on the number of days left in the term of the Agreement or the value of the balance of System Minutes in Licensee's System Minute bank as calculated by multiplying the remaining System Minutes by the additional system minute price on Exhibit A. c) Upon termination of this Agreement, Licensee will return all Confidential Information (as hereinafter defined) and copies to Licensor and Licensee agrees to remove from Licensee's computer(s), and any computers within Licensee's control, any and all files and documents related to the Service. 16. Entire Agreement: This Agreement supersedes all prior understandings or agreements, whether oral or written, on the subject matter hereof between the parties. Only a further writing that is duly executed by both parties may modify this Agreement. The terms and conditions of this Agreement will govern and supersede any additional terms provided by Licensee, including but not limited to additional terms contained in standard purchase order documents and third party application terms, unless mutually agreed to, via written signature, by Licensor. The terms of this Agreement shall not be waived except by a further writing executed by both parties hereto. The failure by one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall any waiver under this Agreement constitute a waiver of any subsequent action. 17. Notices: All notices or requests, demands and other communications hereunder shall be in writing, and shall be deemed delivered to the appropriate party upon: (a)personal delivery, if delivered by hand during ordinary business hours; (b) the day of delivery if sent by U.S. Mail, postage pre-paid; (c) the day of signed receipt if sent by certified mail, postage pre-paid, or other nationally recognized carrier, return receipt or signature provided and in each case addressed to the parties as follows: As to Licensor: Emergency Communications Network, LLC, 9 Sunshine Blvd. Ormond Beach, FL 32174 As to Licensee: City of Palm Springs, Attn: Anifla Lebsock7Emergency Services Coordinator, 300 N El Cielo Road, Palm Springs. CA 92262 Either party may change the address provided herein by providing notice as set forth in this paragraph. 18. 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, and administered by, the American Arbitration Association, and that any award granted pursuant to such arbitration may be rendered to final judgment. If any dispute arises hereunder, the prevailing party shall be entitled to all costs and attorney's fees from the losing party for enforcement of any right included in this Agreement, whether in Arbitration, a Court of first jurisdiction and all Courts of Appeal. 19. Interpretation and Severability: In the event any provision of this Agreement is determined by an arbitrator or court of competent jurisdiction to be void, the remaining provisions of this Agreement shall remain binding on the parties hereto with the same effect as though the void provision(s) had been limited or deleted, as applicable. 20. Counterparts and Construction: This Agreement may be executed in counterparts, each of which shall constitute an original, with all such counterparts constituting a single instrument. The headings contained in this agreement shall not affect the interpretation of this Agreement and are for convenience only. Licensee agrees that this Agreement shall not be construed against the Licensor as the drafter, and that Licensee has read and understands this Agreement, and had the opportunity to review this Agreement with legal counsel. 21. Survival: Certain obligations set forth herein represent independent covenants by which either party hereto may be bound and shall remain bound regardless of any breach of this Agreement and shall survive termination of this Agreement. Emergency Communications Network,LLC Page 5 of 7 Initials CodeRED®services Agreement Licens Licen IN WITNESS WHEREOF, the parties execute this Agreement on the date(s)indicated below. Licensee: City of Palm Sitifings. Calif "a Licensor: Emergency Comm nications Network, LLC By: — ey: C-— Printed Name: David H. Ready, Esq. PhD Printed Name: David DlGiaeomo President Title: City Manager Title: Date: / Date: APPROVED BY CITY MANAGER ATTEST. ity Clerk , r ey 2L Emergency Communications Network,LLC Page 6 of 7 Initials CodeRED®Sennces Agreement LICen50r Licens Exhibit A — Service Charges Initial block purchase(s)of Prepaid System Minutes: One(1)year CodeRED Service Agreement $ Included 30,000 CodeRED System Minutes $ 10,000.00 Additional System Minutes $0.40 per minute 500 minutes for testing and training $ No Charge(see paragraph 6) Email and Text Messaging $ No Charge Up to 5 CodeRED user pass codes $ Included Initial Residential Database Upload $Waived One(1)CodeRED distance training session $ Included 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$150.00 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"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. 34 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 Charge Emergency Communications Network,LLC Page 7 of 7 Initials CodeRED®services Agreement Licensor Licens ` `56�3_ RETURN TO: CITY CLE K CITY OF PALM SPF'N"s BOX 2743 CODERED SERVICES AGREEMENT PALM SPRINGS,CA 92263 Recession Plan This CodeRED® Services Agreement ("Agreement") is made and effective as of April 27, 2013 (the "Effective Date") by and between Emergency Communications Network, LLC. a Delaware Limited Liability Company ("Licensor") located at 9 Sunshine Boulevard, Ormond Beach, FL 32174 and the City of Palm Snrinas, a body politic and corporate of the State of California ("Licensee") located at 300 N El Cielo Road,Palm Springs, CA 92262. Licensor is the owner of a service identified as "CodeRED® Emergency Notification System" (the "Service"), which is designed to allow authorized licensed users to have access 24 hours a day, 7 days a week for the purpose of generating high-speed notifications to targeted groups via an Internet-hosted software application. Licensee desires to utilize the Service for the purpose of communicating matters of public interest and concern. The parties agree as follows: 1. License: Licensor grants Licensee a non-exclusive and non-transferable license (the "License") to use the Service for Licensee's own purpose, in accordance with the terms of this Agreement. Licensor reserves the right to either charge additional fees or terminate this Agreement if other parties not contemplated in this Agreement are granted access to the Service by Licensee. Licensee assumes full and complete responsibility for the use of the Service by anyone whom Licensee permits to use the Service or who otherwise uses the Service through Licensee's access codes. Licensee may not assign, license, sublicense, rent, sell or transfer the License, the Service, those codes used to access the Service, or any rights under this Agreement. To access the Service, Licensor will provide Licensee with up to five 5 unique user name(s) and password(s). Additional users pass codes may be obtained at an additional annual fee as outlined in Exhibit A, attached hereto and incorporated by reference. 2. Ownership: Licensee also agrees that it shall not duplicate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Service or any software provided. The Licensee's License confers no title or ownership in the Service or its underlying technology. 3. Copyright: Licensee understands and agrees that United States copyright laws and international treaty provisions protect the Service. Except for the limited License provided for herein, 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. Licensee shall not make any ownership, copyright or other intellectual property claims related to the Service or data processed through the Service. 4. Functionality: The Service provides Licensee the ability to access pre-defined geographically selected calling areas or listed databases via an Intemet-based software application. The Service has the ability to select calling databases via a geographic mapping component. Licensee's database(s) shall be limited by Licensor to the geographic boundaries (determined by Lat/Lon coordinates) of the City of Palm Springs, California (the "Calling Area"). The Service will also allow Licensee to utilize an interactive voice response telephone service to record messages and initiate call out projects. Licensee may only place calls via the system to telephone numbers assigned within the 48 contiguous United States of America. International call rates may be set by separate agreement. Any additional Service functions will be charged at the rates on Exhibit A. 5. Costs for the Service: During the Term of this Agreement, Licensee agrees to pay all costs and fees for utilizing the Service, as described in Exhibit A, and as set forth in this paragraph. Licensee understands and agrees that it will purchase prepaid minutes for the Service ("System Minutes"). Licensee further understands and agrees that whenever Licensee utilizes the Service, the actual calling minutes used by Licensee while utilizing the Service will be deducted from the balance of System Minutes remaining in Licensee's System Minutes account or bank. Licensee is responsible to maintain, at all times, a sufficient balance of System Minutes on account. Payment for the Service or System Minutes is due and payable Emergency Communications Network,LLC Page 1 of 7 Initials g.�17 CodeRED®Services Agreement Licensor /t Lice ns 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. All payments due under this Agreement shall be paid to: Emergency Communications Network, LLC at 9 Sunshine Blvd., Ormond Beach, FL 32174. Licensee understands and agrees that the prices set forth on Exhibit A are not final until this Agreement has been fully executed, and that it is at the Licensor's discretion to honor such prices in the event this Agreement has not been returned to the Licensor within 90 days from the date this Agreement was drafted for the Licensee. 6. Free Testing and Training Minute Blocks: Licensee is allotted free time on the system which runs the Service for the purpose of testing and training. Licensee understands and agrees that the following conditions must be met in order for Licensee to utilize the free minute bank specified in Exhibit A: a) Minutes used for testing and training will be deducted from Licensee's minute bank at the time of using the Service; b) Licensee must notify Licensor in writing within 60 days from the date the Service was used for testing or training, specifying qualified project(s) and minutes used, to request that such minutes be designated as free minutes and restored to the minutes that were deducted from Licensee's System Minute bank. Licensee understands and agrees that, if Licensee fails to notify Licensor within 60 days of the use of the Service, the minutes used will not be eligible for restoration as free minutes, and will remain deducted from Licensee's System Minute bank as described above; c) Any unused minutes are not transferable, and shall only roll over by written agreement; and d) Licensor will have the final right to deem all free calling minutes eligible or ineligible for reimbursement under this paragraph. 7. Tenn of the Service Agreement: This Agreement, and the License extended herein, will continue for a period of one (1) year(the "Initial Term") commencing on the Effective Date. Upon termination of this Agreement, whether by expiration of the Initial Term, any Renewal Term (as hereinafter defined) (the Initial Term and any Renewal Term, collectively, the "Term"), or as otherwise set forth herein, Licensee's access to the Service will be terminated. 8. Contract Extension: Upon each annual anniversary of the Effective Date, this Agreement may extend for additional one-year periods(each a"Renewal Term"). If activated,this contract extension provision will continue to extend the Agreement period by one (1) additional year at the end of each one (1) year Initial Term or Renewal Term. Licensee's extension of the Agreement for a Renewal Term shall be deemed activated upon Licensor's acceptance of any of the following prior to the end of the Initial Term or then- current Renewal Term: Licensor accepts a renewal letter, electronically or hard copy, from Licensee; Licensor accepts a Purchase Order or Purchase Order Number for payment of the Service for one additional year from Licensee; or Licensor accepts payment from Licensee for one additional year of the Service. In the event the Agreement is extended: a) Licensee's System Minute bank will be replenished to the original 30.000 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 of Service at the rate of ten thousand dollars($10,000); and d) Licensee agrees to pay the additional fee set forth in this paragraph for each Renewal Term upon receipt of invoice from the Licensor,subject to the terms set forth in paragraph 5. Emergency Communications Network,LLC Page 2 of 7 Initials CodeRED®Services Agreement Licensor LiceA- Licensee understands and agrees that its failure to extend the Agreement pursuant to this section may result in increased costs for the Service in the event that Licensee requests Licensor to provide any services to Licensee after the expiration of the Term. 9. Minute Bank Refill Feature: The parties recognize that Licensee may utilize the Service in a manner that results in Licensee exceeding the amount of prepaid System Minutes in Licensee's System Minute bank. In the event that using the Service completely exhausts Licensee's remaining prepaid System Minute bank, Licensor will immediately refill Licensee's System Minute bank with a block of 33,000 System Minutes, and will invoice Licensee for this block of minutes at the Additional System Minute price as indicated in Exhibit A. Licensee shall pay Licensor for all Additional System Minute blocks upon receipt of invoice from Licensor, subject to the same terms as set forth in paragraph 5. Licensee understands and agrees that it is required to maintain a System Minutes balance in its System Minutes bank at all times, and agrees to purchase Additional System Minute blocks as needed in order to maintain a positive 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 its System Minutes. 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 agrees not to initiate a call, such that the same call is to be delivered to two (2) or more lines of a business. 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 or liable for the content of the message(s) created by Licensee, or by those who access the Service using Licensee's codes, or otherwise delivered by the Service on behalf of Licensee. Licensee agrees to defend, indemnify and hold harmless Licensor and its affiliates, employees, officers, directors, managers, members and agents from any and all liabilities, costs, and expenses, including reasonable attorneys'fees, whether brought by a third party, arising from any violation of this Agreement by Licensee; from the content, placement, or transmission of any messages or materials sent or maintained through Licensee's accounts, or use of 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 will be solely responsible and liable for any such violations and shall 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. 11. Security: Licensor will use commercially reasonable practices and standards to secure and encrypt data transmissions. 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 which may not be secure. Licensee agrees that 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. Licensee agrees that Licensor cannot guarantee the integrity of any Licensee supplied or user supplied data. Any errors, duplications, or inaccuracies related to Licensee or user supplied data will be the responsibility of the Licensee. 12. Representations and Warranties: Licensee acknowledges and agrees that: (a) the Service is run by software that is designed to be active 24 hours per day, 365 days per year; software in general is not error-free and the existence of any errors in Licensee's software used in conjunction with the Service shall not constitute a breach of this Agreement; (b) in the event that Licensee discovers a material error which substantially affects Licensee's use of the Service, and Licensee notifies Licensor of the error, Licensor shall use reasonable measures to restore access to the Service, provided that such error has not been caused by incorrect use, abuse or corruption of the Service or the Service's software or by use of the Service with other software or on equipment with which it is incompatible by Licensee or a third party accessing the Service through Licensee's passcodes; (c) Licensee is responsible for maintaining Emergency Communications Network,LLC Page 3 of 7 Initials CodeRED®Services Agreement Licensor Licen'71 6 I access to the Internet in order to use the Service; Licensor in no way warrants Licensee's access to the Internet via Licensee's Internet Service Provider(s); (d) Under certain rare instances not all technologies are compatible without manual intervention by both parties. Licensee agrees that its staff will cooperate with Licensor's staff to make necessary modifications to allow the Service to perform; and (e) the individual signing on behalf of Licensee is an authorized officer, employee, member, director or agent for Licensee and has full authority to cause Licensee to enter into and be bound by the terms of this Agreement and this Agreement fully complies with all laws, ordinances, rules, regulations, and governing documents by which Licensee may be bound. 13. Disclaimer: In no event (even should circumstances cause any or all of the exclusive remedies to fail their essential purpose, and even if Licensor has been advised of the possibility of such damages) shall Licensor, its officers, directors, managers, members employees or agents, be liable for any indirect, punitive, special, 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 or 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 shall not exceed that total amount paid by Licensee for the most recent payment made by Licensee to Licensor. The Service is provided as-is, and Licensor disclaims all warranties, express or implied, and does not warrant for merchantability or fitness of a particular purpose. Licensee recognizes that once email and text messages have been released from Licensor's equipment, the ultimate delivery of the messages depends on the message recipient's local network.As a result Licensor cannot guarantee the delivery of email and text messages to a recipient. 14. Confidentiality: Licensor acknowledges the confidential nature of Licensee and user supplied data and files that it is to prepare, process or maintain under this Agreement, and agrees to perform its duties in such a manner as to prevent the disclosure to the public or to any persons not employed by Licensor, any confidential data and files. Data collected by Licensor will remain secured on Licensor's equipment and will only be released upon mutual agreement by both parties or a court order of sufficient jurisdiction. Licensee understands and agrees that private citizens and other persons in the Calling Area may voluntarily contribute their contact information to be used in the Service, and that Licensor shall develop and maintain a database of such information, along with other information privately developed by Licensor(the"Data"). Licensee acknowledges and agrees that Licensor desires to maintain the privacy of the Data, and that Licensee shall take no steps to compromise the privacy of the Data. Licensee further acknowledges that Licensor shall disclose to Licensee certain confidential, proprietary trade secret information of Licensor (along with the Data, "Confidential Information"). Confidential Information may include, but is not limited to, the Service, computer programs,flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, user data, Calling Area data, financial information or business plans. Licensee agrees that, at all times during and after the termination of this Agreement, Licensee will not, without the express prior written consent of Licensor, disclose any Confidential Information or any part thereof to any third party. Nothing in this Agreement will be deemed to require Licensor to disclose any Confidential Information to Licensee or to prohibit the disclosure of any information in response to a subpoena or other similar order by a court or agency. 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, and will assist Licensor in preventing the disclosure of the Confidential Information pursuant to same to the extent required by Licensor. 15. Termination: a) Licensor, in its sole discretion, may terminate this Agreement: i) for any reason by providing no less than 30 days advance notice, and in such case, Licensor will refund to Licensee an amount equal to the lesser of the monthly-prorated balance of the annual fee based on the number of days left in the term of the Agreement or the value of the balance of System Minutes in Licensee's System Minute bank as calculated by multiplying the remaining System Minutes by the additional system minute price on Exhibit A; or ii) immediately, and without further notice, as a result of Licensee's breach of this Agreement, and in such case, no fees paid hereunder shall be refunded. Emergency Communications Network,LLC Page 4 of 7 Initials A&j CodeRED®Services Agreement Licensor /10' Licen4A2- b) Licensee, in its sole discretion, may terminate this Agreement: i) for any reason by providing no less than 30 days advance notice, and in such case, no fees paid hereunder shall be refunded; or ii) immediately, and without further notice, as a result of Licensor's breach of this Agreement, and in such case, Licensor will refund to Licensee an amount equal to the lesser of the monthly-prorated balance of the annual fee based on the number of days left in the term of the Agreement or the value of the balance of System Minutes in Licensee's System Minute bank as calculated by multiplying the remaining System Minutes by the additional system minute price on Exhibit A. c) Upon termination of this Agreement, Licensee will return all Confidential Information (as hereinafter defined) and copies to Licensor and Licensee agrees to remove from Licensee's computer(s), and any computers within Licensee's control, any and all files and documents related to the Service. 16. Entire Agreement: This Agreement supersedes all prior understandings or agreements, whether oral or written, on the subject matter hereof between the parties. Only a further writing that is duly executed by both parties may modify this Agreement. The terms and conditions of this Agreement will govern and supersede any additional terms provided by Licensee, including but not limited to additional terms contained in standard purchase order documents and third party application terms, unless mutually agreed to, via written signature, by Licensor. The terms of this Agreement shall not be waived except by a further writing executed by both parties hereto. The failure by one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall any waiver under this Agreement constitute a waiver of any subsequent action. 17. Notices: All notices or requests, demands and other communications hereunder shall be in writing, and shall be deemed delivered to the appropriate party upon: (a) personal delivery, if delivered by hand during ordinary business hours; (b) the day of delivery if sent by U.S. Mail, postage pre-paid; (c) the day of signed receipt if sent by certified mail, postage pre-paid, or other nationally recognized carrier, return receipt or signature provided and in each case addressed to the parties as follows: As to Licensor: Emergency Communications Network, LLC, 9 Sunshine Blvd. Ormond Beach, FL 32174 As to Licensee: City of Palm Springs,Attn: AnAla Lebsock(Ememency Services Coordinator, 300 N El Cielo Road,Palm Springs, CA 92262 Either party may change the address provided herein by providing notice as set forth in this paragraph. 18. 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, and administered by, the American Arbitration Association, and that any award granted pursuant to such arbitration may be rendered to final judgment. If any dispute arises hereunder, the prevailing party shall be entitled to all costs and attorney's fees from the losing party for enforcement of any right included in this Agreement, whether in Arbitration, a Court of first jurisdiction and all Courts of Appeal. 19. Interpretation and Severability: In the event any provision of this Agreement is determined by an arbitrator or court of competent jurisdiction to be void, the remaining provisions of this Agreement shall remain binding on the parties hereto with the same effect as though the void provision(s) had been limited or deleted, as applicable. 20. Counterparts and Construction: This Agreement may be executed in counterparts, each of which shall constitute an original, with all such counterparts constituting a single instrument. The headings contained in this agreement shall not affect the interpretation of this Agreement and are for convenience only. Licensee agrees that this Agreement shall not be construed against the Licensor as the drafter, and that Licensee has read and understands this Agreement, and had the opportunity to review this Agreement with legal counsel. 21. Survival: Certain obligations set forth herein represent independent covenants by which either party hereto may be bound and shall remain bound regardless of any breach of this Agreement and shall survive termination of this Agreement. Emergency Communications Network,LLC Page 5 of 7 Initials CodeRED®Services Agreement Licensor 4'— Lice kY IN WITNESS WHEREOF,the parties execute this Agreement on the date(s) indicated below. Licensee: Ci of Palm S rin s California Licensor: Emergency Communications Network, LLC By: By: ( 0 '_ Printed Name: David H. Ready,Esq,PhD Printed Name: QOM III r C- 0Y1 U Title: City Manager Title: C F o 1 Date: ���/� Date: H/ 1 D/1 3 APPROVED BY CITY MANAGER 4�_h"`'t� AG�6G� n re Io 000 ATTEST: 61 Ity C) C1 iRETUPN TO: r° CITYCF - `. -,iASS rr s TO �o R(-j I PALM S=l-�.:C,3, f"A 92263 Ity lti�t;,rll�.y Emergency Communications Network,LLC Page 6 of 7 Inkials CodeRED®Services Agreement Licensor Licenscaut— Exhibit A — Service Charges Initial block purchase(s)of Prepaid System Minutes: One(1)year CodeRED Service Agreement $ Included 30,000 CodeRED System Minutes $10,000.00 Additional System Minutes $0.40 per minute 500 minutes for testing and training $No Charge(see paragraph 6) Email and Text Messaging $No Charge Up to 5 CodeRED user pass codes $ Included Initial Residential Database Upload $Waived One(1)CodeRED distance training session $ Included 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$150.00 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"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. 30 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 Charge Emergency Communications Network,LLC Page 7 of 7 Initials ,/,/,h� CodeRED®Services Agreement Licensors 1 J Licengift 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 City of Palm Springs, a body politic and corporate of the State of California ("Licensee") located at 300 N. E/Cielo Road Palm Springs, CA 92262. Licensor is the owner of a service identified as"CodeREDO 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' 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 Licensees 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(ii)utilize the"Service"except as expressly permitted in the Agreement between Licensee and Licensor. The License will include pass codes for up to rive 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 awned 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 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. Licensee's database(s)shall be limited by Licensor to the geographic boundaries(determined by Lat/Lon coordinates)of the City of Palm Springs, California. 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 all 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. Payments shall be made in Five (5) annual installments at the beginning of each year of service. Upon payment by Licensee of each annual installment of Fifteen Thousand dollars ($15,000) Licensee will replenish Licensee's minute bank to 50,000 minutes. Payment for the"Service"is due and payable upon receipt of invoice (ROI). Emergency Communicabons Network,Inc Page 1 of 6 Initials CodeREN®services Agreement Licensor Lipeprsee�`, 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 limits will be refunded to Licensee.All payments due 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 training. The following 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 minute bank at the time of using the"Service". b. Licensee must notify Licensor in writing 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 Licensee's minute bank. If Licensee fails to notify Licensor within 50 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 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 five (5) y_ears beginning on April 27, 2008. Licensee may terminate this agreement for its convenience by notifying the Licensor in writing no less than 30 days in advance of desired termination and all payments to Licensor will no longer be due and owing under this agreement other than for services rendered to Licensee before termination. On the date this Agreement terminates, Licensee will forfeit all Prepaid System Minutes remaining on account. 8. Contract Extension: Upon termination of this Agreement, the term of this Agreement may extend for additional one-year periods.The activation of this contract extension provision (the "extension provision")will continue to extend the contract period by one additional year.The extension provision will be activated by any of the following events: Licensor receives a renewal letter electronically or hard copy from Licensee, Licensor receives a Purchase Order Number for payment of The Service for one additional year from Licensee or Licensor receives payment from Licensee from one additional year of The Service. Either party may cancel this extension provision by submitting notice to the other no less than 30 days prior to the termination of the Agreement. The activation of the extension provision will trigger the fallowing events: a) Licensee's System Minute bank will be replenished to the original 50,000 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 rrfteen thousand dollars($15.000). 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 5,000 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. Emergency Communications Network,Inc Page 2 of 6 Initials CodeREOO�services Agreement Licensor Licensee 10. Appropriate Use of The Service: To access the"Service" Licensor will provide Licensee with unique user nalne(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 Licenser'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. 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 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 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 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 attomeys'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 Emergency communications Network, Inc Page 3 of 6 Initials CodeREDO Services Agreement Licensor Licensee 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. 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("Confidential Information"). 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 it 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 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 information 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 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 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 Minutes in Licensee's account. Upon termination, 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 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 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 Emergency Communications Network, Inc Page 4 of 6 Initials CodeREC" Services Agreement LICen50r Licensee As to Licensee: City of Palm Springs, Emergency Services Coordinator/John Hardcastle 300 N. El Cielo Road Palm Sjorings, CA 92262- 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: �City_o_ffPalm Springs, CA Attest: By: Printed Name: David H. Ready ames Thompson - City Manager City Clerk Title: r t Date: 206?� APPROVED BY CITY COUNCIL Licensor: Emergency Communications Network, Inc. _I�� 6�Ch''�UI _•I'c"J� ' F5 Printed Name: David DiGiacomo Title: ty A Vice President 'to na;r Date: p Emergency Commumcations Network,Inc Page 5 of 6 Initials CadeREN®services Agreement Licensor Licensee Exhibit A — Service Charges Initial block purchase(s) of Prepaid System Minutes: Five (5)year CodeRED Service Agreement $75,000 50,000 Annual CodeRED System Minutes $ Included Additional System Minutes $300 per minute 500 annual minutes for testing and training $ No Charge (see paragraph 6) Up to 5 CodeRED user pass codes $ Included Initial Residential Database Upload $ No Charge One (1)CodeRED distance training session $ No Charge 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$150.00 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 Licensors 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 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. 2.50 per record in final u dated 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 imparting, 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 Charge Emergency Communications Network,Inc Page 6 of 6 Initials CodeRED' Services Agreement Llcensor�j Licensee