The URL can be used to link to this page

Home My WebLink AboutC2021-090 - 3/30/2021 - Approved DocuSign Envelope ID: BF60CDFC-186F-4EA2-B561-DD7C4A8E01A3 uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuiva�rrrrrllr�rm�iiiiiii�ii��i��iiii�ii„iiiiiaiiaiiaiiii�i��imiiiii�rraarrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr;,,��iiiiiiii,,,,,,,,,,,,,�✓c,,,,✓iiiiiai,✓ri,✓i,,,,,,��,,,0000io�i�a000000000io�i�0000000ii Agreement for Services (Government Customers) This Agreement for Services is between Intrado Life & Safety Services, Inc. ("Intrado") and the customer signing below ("Customer"), dated as of the latest signature date ("Effective Date").The parties may enter into orders or statements of work referencing this agreement(each, an "Order")describing the Intrado services("Services"). "Agreement"means this Agreement for Services and all Orders. "Affiliate"has the meaning in Rule 405 of the U.S. Securities Act of 1933, as amended. Notwithstanding the foregoing, in no event shall any company or entity owned or controlled by Apollo Global Management, LLC, other than Intrado Corporation and its subsidiaries, be deemed a Intrado "Affiliate"for purposes of this Agreement. 1. Term or require a deposit upon an adverse change in Customer's This Agreement begins on the Effective Date and does not financial condition or payment record. have a defined end date; rather, this Agreement will apply to 2.5_ Disputed Invoices any Order for the duration of such Order. Termination of any Customer may withhold only good faith disputed amounts, not Order will not affect this Agreement or any other Order. to exceed one month's Recurring Fees for Services and will 2. Payment pay all other amounts when due. Customer must notify Intrado 2.1. Invoices within 15 days of any disputed invoice,specifying the nature of the dispute. The parties will try in good faith to resolve any Customer will pay the fees described in Orders. Intrado bills disputed invoices within 30 days of such notice. recurring fees monthly and non-recurring fees within 30 days 3. Confidentiality of the Order effective date (except as specified in an Order). Invoices may be transmitted electronically and are payable via Exhibit A: Confidentiality and FOIA applies to disclosure and electronic funds (ACH, EFT or wire transfer)within 30 days of use of Confidential Information (as defined in Exhibit A) invoice date, without setoff or deduction. Requested Services exchanged under this Agreement and disclosures required by performed by Intrado before an Order effective date or outside applicable freedom of information or public records laws. the scope of the Order will be billed as specified in an Order. 4. Limited Warranty Intrado will apply payments to the oldest outstanding invoice. Intrado warrants that Services will be provided in a 2.2. Taxes workmanlike manner, in accordance with industry standards Customer will bear all applicable taxes, duties, and other and by individuals with suitable skills and abilities. Except as government charges relating to Services (including applicable provided in an Order, Services will be deemed accepted when interest and penalties), except taxes based on Intrado's performed. Intrado does not warrant products, equipment, income. Any tax exemption must be supported by appropriate hardware, or software used to provide Services but not documentation. manufactured by Intrado. 2.3_ Termination EXCEPT AS STATED IN THIS SECTION, INTRADO Intrado's pricing is based on fees for the entire Order term. On DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, early termination of an Order (except due to Intrado's default INCLUDING WARRANTIES OF MERCHANTABILITY, or non-appropriation as laid out below), Customer will pay for FITNESS FOR A PARTICULAR PURPOSE, Services delivered and outstanding invoices, plus a termination NON INFRINGEMENT, DATA ACCURACY, CONDITION OF fee equal to Recurring Fees times the remaining months of the DATA, OR LOSS OF DATA, NETWORK CONNECTIVITY, Order term. "Recurring Fees" will equal the greater of (a) INTEROPERABILITY, OR THAT SERVICES OR RELATED monthly minimum fees, if any, stated in the Order, or (b) the SYSTEMS WILL BE UNINTERRUPTED OR ERROR-FREE. average monthly fee for the six months before the notice of 5. Customer Materials termination. Intrado has made pricing concessions based on Customer will provide information reasonably requested by the amount of recurring fees for the term of the Order, and the Intrado to perform Services, including as applicable: termination fees are a fair approximation of Intrado's damages, telecommunication or cell site specifications; Customer or third not a penalty. party databases; network architectures and diagrams; Termination for non-appropriation. The continuation of the performance statistics; interfaces and access to Customer Agreement or the term of any Order after the close of any fiscal systems, including third party systems; routing and network year of the Customer, which fiscal year ends on September addresses and configurations ("Customer Materials"). 30th annually, is subject to appropriation and budget approval Customer warrants that (a) Customer is solely responsible for specifically covering the Agreement or Order as an expenditure the content and rights to Customer Materials; (b) Customer in said budget, and it is within the sole discretion of the Materials will be accurate; and (c) Intrado's use of Customer Customer's City Council to determine whether or not to fund Materials will not violate the rights of any third party. the Agreement. The Customer does not represent that this 6. Limitation of Liability budget item will be adopted,as said determination is within the 6.1- Limitation City Council's sole discretion when adopting each budget. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, 2.4. Late Payments EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR Invoices not paid when due will bear interest from the due date INCIDENTAL DAMAGES OR LOSS OF GOODWILL, DATA, at the lower of two percent per month or the highest allowable OR PROFITS, OR COST OF COVER.THE TOTAL LIABILITY rate. Customer will pay all reasonable costs of collection OF INTRADO FOR ANY REASON WILL BE LIMITED TO THE (including attorney fees). Intrado may change payment terms AMOUNT PAID BY CUSTOMER UNDER THE RELEVANT fthh,. "a"Vgo 1 (0,Yd'2 A ni ar„{r,,,r€rulinratir„nr All righlt rrvrrvrpd.I U SAA li':rnpInyor In trado Ihfmrmaktlan ka 9insight: DocuSign Envelope ID: BF60CDFC-186F-4EA2-B561-DD7C4A8E01A3 uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuiva�rrrrrllr�rm��iiiiiii�ii��i��iiii�ii„iiiiiaiiaiiaiiii�i��imiiiii�rraarrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr;,,��iiiiiiii,,,,,,,,,,,,,��✓c,,,,✓iiiiiai,✓ri,✓i,,,,,,��,,,0000io�i�a000000000io�i�0000000ii�� ORDER IN THE SIX MONTHS PRIOR TO THE CLAIM. 8. Termination for Default THESE LIMITS ON LIABILITY APPLY WHETHER THE CLAIM If either party fails to cure a material default within ten days for ARISES OUT OF BREACH OF WARRANTY, CONTRACT, late payments, or 30 days for other default, after notice TORT, OR STRICT LIABILITY,AND EVEN IF THE DAMAGES specifying the default, the non-defaulting party may terminate ARE POSSIBLE OR FORESEEABLE. the Agreement or applicable Order, and pursue any other 6.2- Time Limit available remedies at law or equity.The cure period will extend ANY SUIT MUST BE FILED WITHIN TWO YEARS AFTER for 30 more days if Intrado uses good faith efforts to cure. THE CAUSE OF ACTION ACCRUES. 9. Intellectual Property 7. Indemnification Intrado retains full and exclusive ownership of and all rights in, 7.11. Infringement to and under its trademarks, service marks, tradenames and Intrado will (a) defend or settle any third party claim against logos, and any design, data, specification, know-how, Customer that Services infringe any patent issued as of the software, device, technique, algorithm, method, discovery or Order effective date ("IP Claim"); and (b) pay any final invention, whether or not reduced to practice, relating to judgment or settlement agreed to by Intrado.These obligations Services and any development,enhancement, improvement or will not apply if a claim arises in whole or in part from (1) derivative works of Services except for Customer Materials Customer's alteration of Services; (2) Customer Materials or (collectively, including all intellectual property rights, "Intrado IP"). Intrado grants Customer a non-exclusive, non- Services based on Customer Materials,or information,design, transferable license during the term to use Intrado IP only to specifications, directions, instruction, software, data, or the extent required to utilize Services, subject to this material not furnished by Intrado; (3) combination of Services Agreement. Customer receives no other right, title, or interest with Customer Materials or any materials, products,or services in, to, or under Intrado IP. Intrado IP is Intrado's Confidential not provided by Intrado; or (4) any third party products or Information (as defined in Exhibit A hereto). Customer will services. If an IP Claim occurs or Intrado believes may occur, cooperate to take such actions reasonably requested to vest Intrado may(1)obtain the right to continue to provide Services; ownership of Intrado IP in Intrado. (2) modify Services so they are non-infringing and in compliance with this Agreement; (3)terminate Services without Customer will not disclose or allow access to Intrado IP, liability other than this indemnity obligation. This Section including without limitation, software and systems, by anyone describes Customer's exclusive remedy for any infringement other than Customer's employees and subcontractors who claims. have a need to access Intrado IP and who are bound by law or 7.2. Intrado Indemnity written agreement to comply with Customer's duties under this Agreement. Neither party will reverse engineer, decompile, Intrado will indemnify,defend,and hold harmless Customer, its disassemble, or translate the other party's intellectual property Affiliates and their officers, directors, employees, and agents or confidential information. Each party reserves all rights to its from third-party claims, actions, suits, proceedings, costs, intellectual property and confidential information. expenses, damages, and liabilities, including reasonable 10. On-Site Services attorney fees and expenses(collectively, "Claims")for physical injury or death or tangible property damage to the extent For any Services performed on Customer's premises, caused by Intrado's gross negligence or willful misconduct. Customer will (a) provide appropriate facilities, access, 7.3- Customer Indemnity furnishings, equipment, software, documentation, passwords and data; (b) maintain adequate security, safety, utilities, and Except to the extent prohibited by applicable law,Customer will environmental standards; and (c) reimburse Intrado for its indemnify,defend,and hold harmless Intrado, its Affiliates,and reasonable out-of-pocket expenses, including coach class their officers,directors,employees,and agents from Claims(a) travel, business class lodging, automobile rental, and meals, relating to Customer Materials or a breach of the Section titled unless otherwise provided in the Order. While on the other's Customer Materials; (b) relating to any Customer product or premises, each party will comply with the other party's written service; or (c) for physical injury or death or tangible property security rules and regulations. damage to the extent caused by Customer's gross negligence 11. Insurance or willful misconduct. 7.4. Procedures Intrado will maintain: (a) Workers' Compensation insurance required by law; (b) employer's liability insurance with limits of The indemnified party will (a) notify the other party of any IP at least $500,000 for each claim; (c) comprehensive Claim or Claim; (b) relinquish control of the defense and automobile liability insurance if the use of motor vehicles is settlement; and (c)assist the indemnifying party as reasonably required,with limits of at least$1,000,000 combined single limit requested. Notice of an IP Claim must include a claim chart for bodily injury and property damage for each claim; (d) showing how Services infringe the patent claims. This claim Commercial General Liability insurance, including Blanket chart will not impact either party's rights or remedies under this Contractual Liability and Broad Form Property Damage, with Agreement. The indemnifying party may settle any IP Claim or limits of at least $1,000,000 combined single limit for bodily Claim without the indemnified party's consent if the settlement injury and property damage for each claim; (e) Professional does not affect the rights of the indemnified party. The Liability or Errors and Omissions insurance of at least indemnified party may participate in the defense at its expense. $1,000,000 for each claim; and (f) excess or umbrella liability at a limit of at least$5,000,000 per claim. The CGL, excess or umbrella liability and automobile liability policies will designate fthh,a "a"Vgo 2 (0,Yd'2 A ni ar„{r,,,r€rulinratir„nr All righlt rrvrrvrpd.I U SAA li':rnpInyor In trado Ihfmrmaktlan ka 9insight: DocuSign Envelope ID: BF60CDFC-186F-4EA2-B561-DD7C4A8E01A3 uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuiva�rrrrrllr�rm��iiiiiii�ii��i��iiii�ii„iiiiiaiiaiiaiiii�i��imiiiii�rraarrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr;,,��iiiiiiii,,,,,,,,,,,,,��✓c,,,,✓iiiiiai,✓ri,✓i,,,,,,��,,,0000io�i�a000000000io�i�0000000ii�� the other as an Additional Insured. On request, the other party 12.6. Applicable Law and Remedies will furnish certificates evidencing the foregoing insurance. This Agreement is governed by Texas law, without regard to Each party will strive to notify the other at least 30 days before choice of law principles. Each party waives all rights to a jury any cancellation or termination of its policy. trial. Injunctive relief will apply to any breach of Sections 3 or 9 12. Miscellaneous above. All rights and remedies are in addition to any other 12.1. Governmental Agencies rights or remedies at law or in equity, unless designated as an Use of Intrado Services or products by the United States exclusive remedy in this Agreement. Each party will be entitled Government or other governmental agencies will be as to the same governmental or other immunity or other "restricted computer software" or "limited rights data" as set protections afforded by any law, rule, or regulation to the other forth in 48 CFR 52.227-14, or as "commercial computer party, and neither party will object to or interfere with the other software" or "commercial computer software documentation" party's application of this sentence. under DFARS 252.227-7202, or under such other similar 12.7• Compliance with Laws applicable terms and conditions to prevent the transfer of rights Each party has or will timely obtain all consents, licenses, in and to the technology to the government or such agency permits, and certificates required to perform under this other than under normal commercial licensing terms and Agreement. Each party will comply with laws, rules, conditions. Contractor/manufacturer is Intrado Corporation or regulations, and court orders applicable to it or Services. its affiliates, 11808 Miracle Hills Dr., Omaha NE 68154. Intrado may cease or modify Services or these terms as 12.2. Force Majeure reasonably required to comply with changes in law. Customer Neither party is liable for delays or defaults in its performance recognizes and agrees to comply with Intrados Code of Ethical Business Conduct hereunder (except for its payment obligations) due to causes locatee at beyond its reasonable control, including: acts of God orrt�ismil government- war, terrorism, fire, or explosion- flood; extreme Advertising s g p 12 $. Adve and Publicity weather; epidemic; riots; embargoes; viruses; technology Neither party will use the other party's name or marks in any attacks; labor disturbances; failure or unavailability of the press release, advertisement, promotion, speech, or publicity, Internet, telecommunications, transportation, utilities, or without the other party's prior written consent, except that suppliers. Intrado may use Customer's name and marks in its customer 12.3. Independent Contractors, Beneficiaries lists, sales or promotional materials without consent. The parties are independent contractors. No agency, joint 12.9. Affiliates, Changes venture, or partnership is created under this Agreement. This Services may be provided, in whole or part, by Intrado or its Agreement benefits Customer and Intrado only; there are no Affiliates. Intrado Safety Communications Inc. may provide third party beneficiaries, including Customer's customers. regulated portions of Services. Intrado may modify or improve 12.4. Interpretation, Conflict, Severability Services during the term. "Including" means including, without limitation. "Days" means 12.16-Notices, Entire Agreement, Survival, Signature calendar days. If any terms of this Agreement and an Order All notices must be in writing and delivered to the address conflict,the Order will govern for that Order only. No preprinted below. Notices are effective on receipt when sent by certified purchase order or other form terms will apply. Any provision or registered U.S. Mail, charges prepaid, return receipt held unenforceable by a court will be enforced to the fullest requested or when delivered by hand, overnight courier or fax extent permitted by law and will not affect the other provisions. with confirmed receipt. Notice by email is acceptable, effective No course of dealing or failure to exercise any right or 24 hours after receipt. This Agreement constitutes the entire obligation is an amendment or waiver.This Agreement may be agreement and supersedes any prior written or oral modified or amended only in a writing signed by the parties. agreements or understandings related to its subject matter. 12.6_ Assignment Sections titled Invoice and Payment, Confidentiality, Limited This Agreement will be binding on the permitted successors Warranty, Limitation of Liability, Indemnification, Intellectual and assigns. Neither party may transfer or assign this Property, and Miscellaneous will survive termination of this Agreement without the prior written consent of the other, not to Agreement. This Agreement may be executed in counterparts, be unreasonably withheld, except that Intrado may assign this by facsimile or electronically, and is not enforceable unless Agreement to an Affiliate or to an acquirer of all or part of its executed by both parties. business or assets without consent. fthh,. "a"Vgo 3 (0,Yd'2 A ni ar„{r,,,r€rulinratir„nr All righlt rrvrrvrpd.I U SAA li':rnpInyor In trado Ihfmrmaktlan ka 9insight: DocuSign Envelope ID: BF60CDFC-186F-4EA2-B561-DD7C4A8E01A3 uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuiva�rrrrrllr�rm��iiiiiii�ii��i��iiii�ii„iiiiiaiiaiiaiiii�i��imiiiii�rraarrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr�„��iiiiiiii,,,,,,,,,,,,,��c✓c,,,,✓iiiiiai,✓ri,✓i„�,,,��,,,0000iai�i000000000io�i�a000000ii�� IN WITNESS WHEREOF, The parties hereby execute and authorize this Agreement as of the Effective Date. CORPUS CHRISTI,TX INTRADO LIFE&SAFETY SERVICES, INC. DocuSigned by: CA, L--6DocuSigned by: r—'rB5dd�G6sGE5B�E ... Q• ��VW�G Authorized Signature Ae&wizedSignature Josh Chronley Beth A. Meek Name Typed or Printed Name Typed or Printed Interim AD of Contracts & W�A4nt SVP Feb-26-2021 Title Date signed Title Date signed Address for Notices: Address for Notices: 321 John Sartain 1601 Dry Creek Dr. Corpus Christi, Texas 78401 Longmont, CO 80503 Attn:Antwine D. Charles Attn: Legal Department, copy Attn: VP Finance Phone: 361-886-2653 Fax: 720-494-6600 Fax: N/A Email: legalnotices.Iifesafety@intrado.com Email: antwinec@cctexas.com 032396 APPROVED AS TO LEGAL FORM: Authorized By DocuSigned by: 1"' 03/30/2021 199FO18RF19AA04DR (MUG 9WV11u-F4,?j3/1/2021 Council DS Assistant City Attorney Date r;n -t? ATTF�SocuTsigned by: F'-� 1-("ct'w fill Rebecca Huerta City Secretary fthh"a "a"Vgo 4 (0,Yd'2 L1n1r,adr,,,r€ ujinratir„nr All righlt rrvrrvrpd.I U SAA li':rnpInyor In trado Ihfmrmaktlan to 9insigbt: DocuSign Envelope ID: BF60CDFC-186F-4EA2-B561-DD7C4A8E01A3 uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuiva�rrrrrllr�rm��iiiiiii�ii��i��iiii�ii„iiiiiaiiaiiaiiii�i��imiiiii�rraarrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr�„��iiiiiiii,,,,,,,,,,,,,��c✓c,,,,✓iiiiiai,✓ri,✓i„„,��,,,0000iai�i000000000io�i�a000000ii�� Exhibit A: Confidentiality and FOIA Except to the extent disclosures are required under applicable freedom of information or public records laws or regulations, the terms of this Exhibit A-Confidentiality and FOIA will apply to information disclosed under this Agreement. Customer may disclose the Intrado's Confidential Information only to the extent required by applicable law or regulation.Customer will give sufficient notice to Intrado to allow Intrado to claim applicable exemptions, make applicable objections,or seek appropriate limits or restrictions on use and disclosure of its Confidential Information. 1. Definitions Discloser's Confidential Information as Recipient uses to "Confidential Information” means all information disclosed by protect its own similar confidential or proprietary information, or on behalf of either party ("Discloser") to the other party but not less than reasonable care appropriate to the type of ("Recipient")that is marked as confidential or proprietary or that information; (e) reproduce Discloser's confidentiality or by its nature or context constitutes information that a proprietary notices, legends, or markings on all copies or reasonable businessperson would treat as proprietary, extracts of Confidential Information; and (f) use and disclose Confidential Information as authorized in writing by Discloser. confidential, or private, even if not so marked. Confidential Information includes, but is not limited to, a party's financial, Recipient is responsible for compliance with this Exhibit by its employees,Affiliates, agents, and contractors. business, technical, marketing, sales, customer, product, pricing, strategy, personnel, software, systems, methods, 4. Required Disclosure processes, practices, intellectual property, trade secrets, If required to disclose any Confidential Information by law or software, data, contract terms, or other business information. court order, Recipient will promptly notify the Discloser(unless 2. Exclusions prohibited by law) and cooperate with Discloser, at Discloser's Confidential Information does not include any information that: expense, to seek protective orders or appropriate restrictions (a) was or becomes generally available to the public through on use and disclosure. Confidential Information disclosed no breach of this Exhibit; (b) was previously known by under this Section will continue to be subject to all terms of this Recipient or is disclosed to Recipient by a third party without Exhibit for all other purposes. any obligation of confidentiality; or (c) is independently 5. Return or Destruction developed by Recipient without use of Discloser's Confidential Within 30 days after termination of the Agreement or written Information. request of Discloser,Recipient will return or destroy Discloser's 3. Use and Disclosure Confidential Information. Recipient will certify return or Recipient and its employees,Affiliates,agents,and contractors destruction if requested by Discloser. Recipient may retain will: (a) use Confidential Information only for the Agreement; Discloser's Confidential Information to the extent required by (b) disclose Confidential Information only to its employees, law. This Exhibit A will survive and continue to apply to Affiliates, agents, and contractors with a"need to know"for the Discloser's Confidential Information that is not reasonable to Agreement; (d) use the same standard of care to protect return or destroy (for example, retained in archive or backup systems)as long as it is retained by or for Recipient. fthh,a "a"Vgo 5 (0,Yd'2 A ni ar„{r,,,r€rulinratir„nr All righlt rrvrrvrpd.10I SAA li':rnpInyor In trado Ihfmrmaktlan ka 9insight: