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C2015-411 - 9/15/2015 - Approved
Intrado° Service Order 1. INFORMATION Customer Name: City of Corpus Christi,TX Order Effective Date: Latest date signed below. Initial Term: • Commencing on Order Effective Date • Ending 36 months after Acceptance of the first Service listed below. Renewal Terms: Two automatic 12 month renewals unless notice of termination is given by either party at least 90 days before expiration of the then-current term. Governing Agreement: Agreement for Services of even date herewith AS OF THE EXECUTION DATE OF THIS ORDER, THIS ORDER SUPERSEDES AND REPLACES IN ALL RESPECTS THE ORDER EXECUTED BY THE UNDERSIGNED ON JULY 7,2015. 2. SERVICE DESCRIPTION Intrado Inc. ("Intrado") will provide the following services ("Services") as described in the attached or referenced Service Guide(s), at the prices stated in this Service Order ("Order"). Customer will fulfill its responsibilities stated in the Service Guide(s). The Service Guide(s)may also describe Optional Services not included in the standard Services, which Customer may purchase at this time or by completing a future service order,all at the prices stated herein(if applicable). 2.1 Purchased Services Service Service Guide Location Data Management Service Guide Ver.2014.06.02 A9-1-1®Location Data Management Shared Services Guide Ver.2014.03.14 2.2 Optional Services Optional Services Purchased with this Order Service Guide PS/ALI n/a. See Section 2.2.1 below 2.2.1 PS/ALI Services Customer may opt for PS/ALI Services for Customer owned TNs only.With PS/ALI services,Customer will be able to maintain detailed location information within the ALI database for each of their users making a 9- 1-1 call from a Multi-line Telephone System(e.g.PBX). Two options are offered. Customer will be able to submit and manage MLTS records either via Service Order Input (SOI) or via a secure web based application accessed following authentication via the Intrado portal. The Intrado web-based PS/ALI application will allow Customer to insert and change records and to correct validation errors. Customer will also be able to upload and submit SOI files and download errors and statistics files using the Intrado File Transfer Tool accessed through the Intrado Portal (UI) or through the Intrado file management system. Up to 5 hours of professional services are included with Customer's account set-up to cover informal training on the connectivity options, the web-based PS/ALI application, and processes. Additional professional services may also be purchased to obtain Intrado DIU analyst assistance with data clean-up. 2015-411 {, 9/15/15 is reserved � n l'r a d M2015-097 Intrado INDEXED Service Order for City of Corpus Christi,TX 2.3 Out of Scope Services Customer requests for services outside of the Service Guide(s) or this Order will require a separate change order executed by the parties. 3. PRICING 3.1 Fees The following are the fee(s) and payment schedule for the Services listed in Section 2 above. Fees apply to all Customer PSAPs and for all TNs. Service One Time Fee("OTF") Monthly Recurring Fee("MRF") Implementation Services $27,151 A9-1-1 Location Data Management $4,732.00 Network Monitoring and Maintenance $468.00 Network Connectivity $803.25 $2,089.31 Total $27,954.25 $7,289.31 3.2 Pricing Notes a. If applicable,OTFs will be invoiced on the Order Effective Date. b. MRFs will commence as of the date of Acceptance of each Service (see Section 4.4 below). MRFs will commence as of the date of Acceptance of the Service. The MRF(s) will be prorated on a 30 calendar day month for the first MRF fee invoice billing. c. The MRF is a minimum MRF.Any additional TN's above 104,000 will be charged at$.0455 per TN for Location Data Management and$.0045 per TN for Network Monitoring and Maintenance. d. The professional services rate of $275.00 per hour will apply to out of scope services unless a recurring rate is agreed by the parties for such services. e. Intrado will determine if it is necessary to go on-site to repair a problem with the Services. For premise visits requested by Customer, fees will apply at the above professional services rate, including travel time, with a two hour minimum, during Intrado local business hours (8am-5pm, M-F, excluding Intrado-observed holidays), with additional rates if the visit extends before or after these hours. f. Optional PS/ALI ALI Services • MRC—PS/ALI TNs will be charged at $.0455 per TN for Location Data Management and $.0045 per TN for Network Monitoring and Maintenance. This rate will be applied to existing PS/ALI accounts beginning the first month following the PS/ALI initial load. • Non-recurring charge ("NRC") (Initial Load Set-up Charge) -based on the total number of PS/ALI records to be initially loaded, the rate is provided in the PS/ALI NRC Price Chart (Table 1 below) and applicable to new PS/ALI service requests initiated during the Initial and any additional renewal terms. Notwithstanding anything to the contrary herein, the PS/ALI NRC is a one-time charge for account initiation and setup. Billing for PS/ALI NRC shall occur the first month following receipt of Customer's PS/ALI service request. o The NRC covers the following: Page 2 �' Copyright Intrado Inc.2015—All rights reserved III r ra d o Service Order for City of Corpus Christi,TX • Program Management assistance in support of account initiation,provided remotely; • Product support via telephone for initial account setup as required;and • One Secure ID token (a security password device used to enable an individual user to log into Intrado's system via internet connection for the purpose of updating PS/ALI records). PS/ALI NRC ALI record Scale(Initial Load Set-up Charge) NRC < 100 $500.00 100—250 $600.00 251 —500 $900.00 501 — 1,000 $1,000.00 1,001 —3,000 $1,250.00 3,001 —5,000 $1,500.00 5,001- 10,000 $2,000.00 10,001 —20,000 $2,500.00 20,001 and up $2,600.00 Table 1: PS/ALI NRC Price Chart • Additional PS/ALI Services:Additional PS/ALI services and pricing are provided below(Table 2). Description Price Change of Setup:Direct to Premier or Premier to Direct NRE $575.00 Program Management Professional Services(additional support,other $150.00/hour consulting) Additional or replacement Secure ID tokens $75.00 Table 2: Additional PS/ALI Services Price Chart 4. SERVICE SPECIFIC TERMS 4.1 Configuration The pricing above includes up to the following configuration: 9-1-1 ALI Steering Supported ALI Steering for Wireline calls will be supported between the Customer's PSAPs and any other PSAPs served by the Intrado ALI database systems. 4.2 Network Connectivity Intrado will provide and install redundant MPLS connectivity and network communications equipment from Intrado's A9-1-1 Location Database Management network to the Intrado Point of Interconnect ("POI") located at the Customer's hosted CPE location(s). Intrado will provide necessary back-office routers and LAN switches to facilitate this connectivity. This network may only be used by Customer in connection with the use of Intrado's Services. Page 3 Copyright Intrado Inc.2015—All rights reserved i n t'�ra d o• Service Order for City of Corpus Christi,TX 4.3 Database Extracts Upon request from the Customer, Intrado will provide Customer up to five extracts of the TN data their region on an annual basis at no additional cost. If additional extracts are required then professional services fees may apply. 4.4 Service Acceptance Intrado will provide Customer with notice of availability of each Service. Acceptance of each Service ("Acceptance") will occur on the earliest of the following events: (1) Customer provides written notice of acceptance; (2)the Service is used, or is capable of being used,by Customer in a live environment, or (3) three calendar days pass after Intrado's notice of Service availability without receipt of a Customer notice of material defect. 4.5 Limited Exclusivity Customer grants Intrado the exclusive right to provide the Services or similar services to Customer. Intrado may provide services similar or identical to the Services to any other entity or person,whether or not such services are used for emergency purposes; provided, however, that Intrado does not use Confidential Information of Customer to do so. 4.6 Service Level Terms The parties agree to the service level terms attached as Schedule A. 5. ENTIRE AGREEMENT This Order is made under the Governing Agreement first referenced above. This Order and its Appendices and referenced Service Guide(s), along with the Governing Agreement, constitute the parties' entire agreement and supersede any prior written or oral agreements related to its subject matter, including any proposals or marketing materials. The order of precedence for any conflicts is: (i)this Order;(ii)the Service Guide(s); and (iii) the Governing Agreement. This Order may be executed in counterparts, by facsimile or electronically,and is not enforceable unless executed by both parties. CITY OF CORPUS CHRISTI,TX INTRADO INC. -4A-49rv Aut orized Signature Authorized Signature eCor Ronald L.Olson Mary Hester Name Typed or Printed Name Typed or Printed City Manager President .7-/—�5 Title Date signed Title Date signed ' Approved as to form: 7�S 7--2 H I i E3T: _ 444A f52'L�.L REBECCA HUERTA CITY SECRETARY By 13vic k E3Y4-e.- Assistant City Attorney For City A rney Page 4 / 213-Oq q Copyright Intrado Inc.2015—All rights reserved . U 1 t1 n,Ln t r a d o IT COUNCIL I� NY *MTR Service Order for City of Corpus Christi,TX Schedule A Requirement/SLA Performance Measure Update File Processing 98%of all valid inputs received in update files will be available in the Location Record Database("LRDB")within 24 hours. Customer Change 98%of Customer Change Requests submitted via 9-1-1 NET including Requests Incorrect ALI("ALI DRs"),TN Change Requests("TN CRs"),MSAG changes ("MSAG CRs")and ESN Change Requests("ESN CRs")will be worked or referred within one business day. Redundant ALI Intrado's redundant ALI database system shall be 99.999%available to respond Availability to ALI queries from Customers' PSAPs no less than 99.999%of each month, excluding approved scheduled maintenance downtime. ALI Response Time ALI query response time for a fixed location record provisioned in Intrado's ALI database systems shall average less than one second on a monthly basis. PSAP Connectivity Intrado will provide Customer with incident monitoring services for a Monitoring Uptime minimum of 99%of each month excluding scheduled upgrades and maintenance. PSAP and Customer Within 30 minutes upon verification of a total loss of connectivity between a Network Failure PSAP and ALI database,Intrado will initiate a launch of an automated Notification notification to affected PSAPs. PS/ALI Load Files Intrado will process the PS/ALI Initial Load File to the Location Record Database within five business days of receipt of a valid file from the Private Switch Provider. Page 5 Copyright Intrado Inc.2015—All rights reserved i n t ra d o INTRADO LOCATION DATA MANAGEMENT SERVICE GUIDE Intrado* Location Data Management Service Guide Version 2014.06.02 ©2014 Intrado Inc., Longmont, Colorado, USA -All rights reserved. This documentation may not be altered, copied, distributed, published, or displayed in whole or in part without Intrado's prior written consent. 3 „OODE inf'rado ii Intrado Confidential INTRADO LOCATION DATA MANAGEMENT SERVICE GUIDE i n f ra d o 1. INTRODUCTION 1.1 Overview Intrado's Location Data Management Service (the "Service") provides hosted location and customer information database systems and 9-1-1 data management services, including MSAG validation, service order input (SOI) processing and validation, and metrics reporting. This Service Guide is to be read in conjunction with the Intrado Shared Services Guide, in which capitalized terms not defined herein are defined. This Service Guide provides customers with the following information: ✓ Responsibility Matrix ✓ Project implementation tasks to move to the Services ✓ Detail on the Services,including a services description and response times ✓ Operational coordination between Intrado and Customer 1.2 Responsibility Matrix The following matrix outlines the typical responsibilities of each party for the Service. Where both parties have been listed,additional detail on the responsibilities of each party is included in the Sections below. Task Responsibility Project Implementation Project Management Intrado/Customer TSP Coordination Intrado Develop Intrado methods and procedures Intrado ✓ Intrado's operations ✓ Intrado's interface with TSPs,county/municipal coordinators,and each Customer PSAP Process Documentation Intrado/Customer Location Data Management Services system architecture Intrado PSAP facilities Customer Data Integrity MSAG Extracts Customer TN Record Extracts Intrado/Service Providers MSAG Analysis Intrado TN Record Analysis Intrado MSAG Data—Issue Resolution Intrado/Customer TN Record Data—Issue Resolution Intrado/Customer/TSP Selective Router Database(SRDB)Updates Intrado Non-Intrado PSAP Equipment Customer ✓ This may be legacy equipment or new equipment 3 Intrado Confidential INTRADO LOCATION DATA MANAGEMENT SERVICE GUIDE irl t'r 1 d o Task Responsibility purchased under another Customer agreement. ✓ Non-Intrado PSAP Equipment includes the CAD system and the radio system if applicable Location Data Management Tool Training Intrado End to End Testing Intrado/Customer Final Data Load—MSAG,TN Record Intrado/Service Provider/Customer Training(PSAPs,CLECs,TSPs,Third Party Providers) Intrado/Customer Develop plan and execute Migration Testing Intrado/Customer Production Turn-up Intrado/Customer OnRoinM Responsibilities TSP Coordination Intrado TSP Escalation Point Customer Maintain Intrado methods and procedures Intrado ✓ Intrado operations ✓ Intrado interface with TSPs,county/municipal coordinators and each Customer PSAP Data Integrity MSAG Build/Maintenance Intrado/Customer Service Order Processing Intrado Error Correction and Referral Intrado/Customer/TSP TN Data Extracts and Distribution Intrado MSAG Data Extracts and Distribution Intrado Basic LNP Processing Intrado Database Reconciliations Intrado SRDB Updates Intrado ESN/ELT Build/Maintenance Intrado/Customer ALI Discrepancy Reporting/Resolution Intrado/Customer/TSP Metrics Reporting Intrado Trend Analysis/Data Investigation Intrado/Customer System Monitoring Intrado System Maintenance Intrado System Upgrades Intrado Log storage and backups Intrado Problem Reporting Intrado/Customer Problem Triage and Resolution Intrado/Customer Single Point of Contact for Customer&TSP Data Issues Intrado Table 1: Responsibility Matrix 4 Intrado Confidential INTRADO LOCATION DATA MANAGEMENT SERVICE GUIDE Intra d o 2. PROJECT IMPLEMENTATION 2.1 Overview The Service may be deployed in phases to allow for establishing the necessary agreements with the LEC and other TSPs. Services implementation begins with a planning phase, where communications with the LEC and other TSPs are initiated, connectivity between the Customer's PSAP(s) and Intrado's Location Database Management Systems are ordered(if not already in place),and data collection and analysis begins. Following the initial planning phase is data collection and simulations. Intrado will work with each Customer PSAP to migrate location data management from the legacy ALI provider to the Location Data Management Services system. Intrado will also work with each TSP and Customer PSAP to conduct data processing simulations. Intrado will work with Customer to schedule migration of each PSAP to the Service as data collection for each PSAP and TSP simulations are completed. 2.2 Implementation Project Support Intrado designates a project manager to act as Intrado's project lead and the primary interface with the Customer's appointed contact for implementation project collaboration, including identification and communication of key milestone dates and events for the implementation timeline. The Intrado project lead manages overall program tracking of the master project plan and task management of the project implementation. Similarly, the Customer designates a 9-1-1 operations contact to act as the Customer's project lead. The Customer's project lead works with the Intrado project lead in reporting and verifying problems,and facilitates ongoing communications with Intrado. The Intrado and Customer project leads will manage a kickoff meeting to establish communication strategies and contacts between the Parties, review the scope of the services, and review the requirements and timelines. The project leads will facilitate additional meetings as necessary for implementation planning, design, and requirements definition. The meetings include both Intrado and the Customer's appropriate technical and operational groups to assure a solid understanding of the network architecture, data exchange procedures, PSAP needs, standard operational procedures, and services as designed for the Customer. For efficient project implementation, Intrado requests the Customer assign appropriate personnel at each PSAP who understand the overall impact of the transition of the 9-1-1 services and can assist in the overall planning for transition activities such as testing and migration.The Intrado project manager coordinates and manages the necessary Intrado resources to complete the Location Data Management Services deployment activities. The Intrado project manager works with each Customer PSAP to develop a detailed project plan that includes milestones for each project phase. This plan is refined over the course of the project as mutually agreed by both parties. The Intrado and Customer Project Managers will be available for regular status meetings and as necessary to ensure the project moves forward appropriately. 2.3 TSP Coordination Intrado works with the Customer to develop a joint communication to each PSAP,government organization, and appropriate TSPs outlining the scope of Services to be implemented, a high-level implementation 5 Intrado Confidential INTRADO LOCATION DATA MANAGEMENT SERVICE GUIDE i n f ra d o schedule, and key contact information for each entity. Intrado distributes the communication on behalf of the Customer. Intrado establishes expectations with each TSP and manages communication to the TSP for items related to Location Data Management Services on behalf of the Customer. Intrado will escalate to Customer as appropriate regarding TSP initiatives and will request Customer intervention when necessary. 2.4 TN and MSAG Data For the initial migration, the Customer is responsible for providing the following in accordance with the detailed project plan timeline: ✓ A full MSAG extract for the E9-1-1 service area of each Customer PSAP I A complete list of all ESNs and ELTs in an electronic form for the E9-1-1 service area of each Customer PSAP Intrado works with each TSP to obtain a copy of TN records. On receipt of both the TN record extracts and the Customer's MSAG, Intrado performs a data analysis. The data analysis consists of a TN simulation process to determine the percentage of TN records that will initially pass MSAG and data field validations prior to the load into the Intrado location data management system. Intrado will compare the Customer MSAG against each TSP's TN records and return all discrepancies to the TSP, to Customer, or to the county/municipal coordinator,as appropriate for investigation and resolution. Intrado requires the percentage of TNs that successfully pass MSAG validation ("Match Rate") in the TN simulation to be 98%or greater for all TSP TN records. This Match Rate is required before Intrado will load the records into the ALI database and begin production data validation. If the Match Rate is less than 98%, Intrado will work jointly with the Customer and each TSP to increase the quality of the MSAG and TSP data to further increase the Match Rate,provided, however, that it is ultimately Customer's and each TSP's responsibility to reach the Match Rate. Intrado will perform up to three TN simulations at no cost to Customer. Once the Match Rate has been achieved,the TSP TN data is deemed acceptable to load into the Intrado data management system. The following services are out of scope and may be addressed through a change order: I Data Transition Services including MSAG builds and TN record loads for any municipality located outside Customer's E9-1-1 Service Area. I Conversion of MSAG data that is not in electronic form, creation of a new MSAG database, or repair to an MSAG that lacks defined emergency service zones(if needed)and/or ESNs. 2.5 Wire Center Overlap Resolution Intrado's Location Data Management implementation depends on TSP and LEC cooperation to resolve wire center overlap issues. Wireline end offices for which 9-1-1 calls for some TNs need to route to a PSAP utilizing one location data management (ALI) service and 9-1-1 calls from other TNs need to route to a PSAP using a different location data management(ALI)service are considered to be"split end offices"or"split wire centers". 6 Intrado Confidential INTRADO LOCATION DATA MANAGEMENT SERVICE GUIDE intrado For these split end offices, the TSP will be requested to "sort" the TNs within the split wire center, and submit/maintain data for TNs that should route to Customer PSAPs to the Intrado Location Data Management system. Where the TSP cannot segregate the TN data at end office level, the TSP and Intrado will work cooperatively with the TSP and the LEC to establish data provisioning and processing arrangements. 3. POST-IMPLEMENTATION SERVICES The Services include hosted systems and data management services to deliver E9-1-1 location information to Customer's PSAPs. Intrado's redundant ALI systems deliver location and Customer information data in a conventional ALI format to the Customer's call handling system,for subsequent display on each PSAP CPE workstation. Intrado works with the Customer and each TSP to transition E9-1-1 data for each of Customer's PSAPs, including Telephone Number (TN) records and tabular MSAG records to Intrado's E9-1-1 database systems. Intrado appoints an E9-1-1 data integrity manager to work with Customer and TSPs in reporting/verifying problems,reviewing/rectifying error reports,and managing system administration duties. 3.1 Service Order Exchange Intrado works with each TSP in Customer's E9-1-1 Service Area to determine the most appropriate connectivity for electronic service order data exchange. Depending on the TN Record volume, a dedicated circuit or secure Internet connectivity may be selected for data exchange. Intrado will provide the Customer and each TSP with data exchange guidelines (detailing input and output files with required data elements and error codes). Intrado may periodically update the data exchange guidelines,as appropriate. 3.2 Intrado User Portal Intrado will provide and maintain a hosted web-based interface to Intrado's suite of web-based tools and applications, otherwise known as the Intrado User Portal (IUP). IUP will provide the Customer, its PSAPs, and TSPs access to applicable Intrado support tools and documentation. The following web-based applications and information are available through IUP for authorized users: ✓ 9-1-1 Net—web-based data management interface ✓ ClearView Metrics—for access to metrics reports ✓ Document Library—for downloading training materials,user's guides,and other documentation ✓ Broadcast Messages—for maintenance and general notifications. Users can optionally also receive notifications via email or SMS text. Intrado will work with Customer to configure user access to appropriate applications for each user or user type. Intrado will provide Customer with up to three unique IUP user accounts per Customer PSAP for access to the information contained within the portal. Intrado will assign each IUP user a unique user ID, password, and a secure ID token. User accounts may not be shared by multiple people. Intrado will work with Customer to determine and configure the appropriate data access profile for each user account. Additional user accounts or replacement of a misplaced secure ID tokens are subject to additional fees. 7 Intrado Confidential INTRADO LOCATION DATA MANAGEMENT SERVICE GUIDE intrad o Intrado will separately provide and configure IUP user accounts for each TSP. Intrado will provide Customer user documentation including User Guide,User Agreement,Order Form, and Internet Log-On Procedures. 3.3 9-1-1 Net Intrado's web-based 9-1-1 Net system allows each Customer PSAP, TSPs, and Intrado Data Integrity Analysts to perform a number of functions.For instance,with 9-1-1Net,Customer PSAPs can: ✓ Query, request, and track changes to MSAG records. 9-1-1 Net provides reporting tools to allow a user to look-up tabular MSAG records by Entity,Dir, Street,Community,ESN,or MSAG System; ✓ Query, request and track problems with ALI data on 9-1-1 calls, including ALI Discrepancies and No Record Founds(NRFs); ✓ Query,request, and track changes to TN Records and TN Error Records within Customer's E9-1-1 Service Area; ✓ Query,request, and track changes to ESN/ELTs. 9-1-1 Net allows users to retrieve ESN records by ESN,PSAP Name,ELT,ESSID,Entity,or MSAG System; ✓ Query,retrieve call detail for past ALI queries and responses;and ✓ Obtain Status information and Metrics. With 9-1-1NET,TSPs can: ✓ Query ALI data on ALI DR or NRFs that are referred to them;and ✓ Query their telephone number(TN)change requests(TNC)and query TN records by COID. The 9-1-1Net system provides PSAPs online access to live MSAG data, change requests, historic tracking and reporting capabilities such as TN Query and TN Error Query. The system automatically returns a transaction number verifying the acceptance of the change request,which can be used later to search for the record. 3.3.1 9-1-1 Net Configurations Intrado will work with Customer to determine and configure the appropriate data access profile for each user account. Intrado will provide Customer with read-only access to Customer's MSAG records and TN records within the E9-1-1 Service Area for each Customer PSAP through 9-1-1 Net. Customer may directly submit TN record and MSAG record change requests to its analyst through 9-1-1 Net. 3.4 Data Management Services Intrado has primary responsibility for each of the tasks listed in Table 3. Tasks for which the Customer, Customer's PSAPs,the county/municipal coordinators in Customer's E9-1-1 Service Area,or the TSP have partial responsibility for are also identified. Intrado will work with Customer to mutually agree on process flows for data management services between Intrado, Customer's PSAPs, and the county/municipal coordinators.Any changes to the designated responsible Party will be mutually agreed on. 8 Intrado Confidential INTRADO LOCATION DATA MANAGEMENT SERVICE GUIDE I n tra d o 3.4.1 Address Corrections Customer may submit TN address corrections to Intrado. Intrado will work with the identified TSP for correction/resolution of the subscriber's address. 3.4.2 MSAG Maintenance Each Customer PSAP and municipal/county coordinators in each Customer PSAP's E9-1-1 Service Area will submit all MSAG change requests and updates through 9-1-1 Net. Customer may also submit TN change requests through 9-1-1 Net. Each Customer PSAP will provide Intrado with all additions and changes to ESNs and ELTs. On receipt of Customer's MSAG Change Requests through 9-1-1 Net, Intrado will provide daily MSAG maintenance support,inclusive of inserts,changes,and deletes on current MSAGs and ESN/ELTs. Special Projects such as readdressing, annexations, MSAG scrubs, and county-wide MSAG changes are considered `MSAG Special Projects' and may require more than one business day. MSAG Special Projects that require more than 1,000 MSAG record changes are out of scope and may incur additional fees. 3.4.3 Error Correction Maintenance Intrado will return all MSAG errors directly to the appropriate TSP for correction. Each TSP will be responsible for resubmitting an electronic SOI record to Intrado for final error correction when the record content must be changed to correct the error. 3.4.4 ESN/ELT Table Maintenance Intrado will manage ESNs in the Intrado Data Management and ALI systems and the associated ELTs as provided by each Customer PSAP. This task consists of maintaining assigned ESNs and ELTs in system tables. Intrado will provide Customer with ESN/ELT information on request. 3.4.5 Wire Center Boundary Conflicts Intrado will research wire center boundary conflicts that affect 9-1-1 call delivery. Intrado will work with the LEC in resolving these conflicts. Geographic porting (porting outside of current rate center) is not included in wire center overlay issues. 3.4.6 Database Maintenance/Activities Intrado will correct or refer all errors, MSAG updates, and ALI discrepancies within one Business Day of receipt. 3.4.7 MSAG Distribution Intrado and Customer will mutually agree upon an MSAG distribution schedule not to occur more frequently than monthly. In accordance with the agreed schedule, Intrado will distribute an electronic copy of Customer E9-1-1 Service Area MSAG to agencies and personnel authorized by Customer. With Customer approval,Intrado will distribute electronic daily MSAG updates(deltas)to the TSPs. 9 Intrado Confidential INTRADO LOCATION DATA MANAGEMENT SERVICE GUIDE i nfrado* 3.4.8 No Record Found/Misroute Investigation/Discrepant Address Intrado will research and work with each TSP to resolve all NRF and ALI Discrepancy requests once they have been submitted through 9-1-1 Net. Intrado will investigate misroutes and refer the misroute to the applicable TSP if appropriate. 3.4.9 Database Reconciliation For each TSP serving Customer's PSAPs, Intrado will offer one database extract to each TSP on an annual basis for the TSP to perform its own database reconciliation. Intrado does offer database reconciliation services to its customers for an additional fee. 3.4.10 NPA Splits/Overlays NPA splits or overlays are the responsibility of the TSP. Intrado will update databases and tables with revised NPA information provided by TSP. The TSP should provide at least three months advance written notice to Intrado to coordinate the necessary changes. Requests of less than three months are out of scope and will require a change order. 3.4.11 Local Number Portability (LNP) Services Intrado will provide LNP services to Customer and the TSPs in Customer's E9-1-1 Service Area in alignment with the NENA recommendations for LNP. It is each TSP's responsibility to fix its LNP errors. Intrado provides LNP reports daily to the TSPs. 3.4.11.1 Company ID Intrado will validate service order activity for proper Company ID. Intrado will provide the Company ID in the ALI data stream. 3.4.11.2 Function Codes Intrado will accept M ("Migrate") and U ("Unlock") function codes on service order activity. Intrado will age Migrated TN records based on time limits specified by Customer. Intrado will allow a Migrate to be changed to an Insert if requested by Customer 3.4.11.2.1 Database Fields Intrado will provide fields in the TN database records to indicate whether the record is in a Locked or Unlocked status. LNP-related errors are also assigned error codes. 3.4.11.3 LNP Reports Intrado will provide each TSP with the following LNP reports on a daily basis: ✓ Unlock exception report("Stranded Unlocks") ✓ Migrate expired report ✓ Migrate received not unlocked report ✓ Migrate pending report ✓ Successfully migrated report 10 Intrado Confidential INTRADO LOCATION DATA MANAGEMENT SERVICE GUIDE i n f ra d o 3.4.12 Selective Routing Database(SRDB) Updates Intrado will provide an SRDB update for all records that have successfully passed data validation by Intrado's data management system. SRDB updates should be posted to the 9-1-1 Routing system within one business day following successful data validation. 3.4.13 Wireless,VoIP,and Telematics Support Intrado's database management systems support both VoIP and Wireless Phase I and Phase II E 9-1-1 call processing. Intrado validates pANI shell records submitted by TSPs or their third party providers against the Intrado-maintained MSAG records, and uploads the pANI shell records into the ALI database systems. NENA Company ID is required on all pANI shell records. Intrado will build and maintain the ALI Steering Table on the ALI systems. The ALI Steering Table is used by the ALI system to determine which MPC/GMLC/VPC to query for E9-1-1 location information. All wireless, VoIP, and Telematics E9-1-1 location updates to the ALI system are via the TIA/EIA/J-STD-036 E2 Interface. Intrado will establish agreements with each Wireless, VoIP, and Telematics TSP (or their third party database providers) for access to Intrado's relevant systems. Wireless, VoIP and Telematics TSPs (or their third party database providers) are responsible for establishing and maintaining connectivity to these systems and bear all connectivity and support costs. Intrado will help support E9-1-1 troubleshooting in production as well as pre-production live ALI testing from the host ALI perspective. The support Intrado provides includes (i) pulling log files, (ii) monitoring ALI bids from the PSAP, (iii) monitoring data traffic between ALI and a wireless or VoIP provider's MPC/GMLC/VPC,and(iv)verifying that the ALI Steering Tables are configured correctly. 3.5 Wireline ALI Steering On execution of the necessary agreement, Intrado will establish communications for ALI to ALI steering with neighboring ALI Systems.ALI to ALI steering will be performed for wireline 9-1-1 calls only. At Customer's direction,Intrado can support any of the following types of wireline ALI steering: ✓ Trunk steering, where the bid to an ALI system contains a unique trunk number to identify when a query should be steered to another ALI system. ✓ No Record Found (NRF) steering, where an ALI steering query is sent to another specified ALI system when there is an NRF in the ALI database. Customer acknowledges that coordination will be required between Customer and each TSP in the assignment and on-going management of English Language Translations ("ELTs")(ESN/ESSIDs). Without this coordination,the ELTs may not work properly. Intrado will perform initial system configuration on each Intrado ALI system to set-up steering for Wireline TNs to/from each foreign ALI system. Intrado will perform an initial ALI steering table set-up and load,and be responsible for its ongoing maintenance. Intrado will provide connectivity between each foreign ALI system and each Intrado ALI serving Customer, where possible. Existing connectivity from foreign ALI to the Intrado ALI serving Customer will be utilized, where possible. Intrado will work with Customer to complete pre-production testing of ALI steering with each foreign 9-1-1 Service Provider. t t Intrado Confidential INTRADO LOCATION DATA MANAGEMENT SERVICE GUIDE I nfgado' Intrado will provide production technical support and troubleshooting to Customer's PSAPs and to Customer for ALI steering related issues. 4. METRICS REPORT TOOL Intrado will provide a web-based tool,Clear View,for metrics reporting. 4.1 Clear View Reporting Tool Clear View provides a number of breakout reports which can be queried based on a daily, weekly, or monthly basis and is accessed through the IUP. Customer may determine the distribution of these user accounts between Customer's administrative staff and Customer's PSAPs. Intrado currently posts data updates to daily data sets by 9:00AM Mountain Time (MT), and updates to monthly data sets by the sixth business day of each month immediately following the reporting month. Customer will be able to access one year of metrics data through the Clear View Reporting tool. Customer metrics report requests older than one year are out of scope and subject to change order. Intrado will provide support services for the Clear View Reporting Tool during Intrado Normal Business Hours,defined as Monday through Friday 8:00 AM to 5:00 PM Mountain Time,excluding Intrado holidays. 4.1.1 Clear View Reports for Location Data Management Intrado will provide Customer with the following ALI Management metrics reports through the Clear View reporting tool. ✓ Primary Metrics Summary Reports • Service Order Processing • Daily Error By Number of Records Processed • Unresolved Errors at End of Month • ALI System Availability • ALI Records Found ✓ Monthly TN Census Report ✓ Monthly ALI Retrieval Report ✓ Monthly ANI Failure Report ✓ System Performance Reports ✓ NRF Reports ✓ SOI Reports ✓ TSS Error Reports 5. TRAINING Intrado will provide training for the Services to Customer PSAP personnel, county/municipal coordinators in the Customer E9-1-1 Service area,and each TSP. 12 Intrado Confidential INTRADO LOCATION DATA MANAGEMENT SERVICE GUIDE i n f ra d o The Customer is responsible for identifying the training attendees from each Customer PSAP, ensuring they attend the Intrado provided training,and any expenses incurred by Customer's training attendees. Intrado will provide training materials and user documentation for all training sessions. Customer may reproduce and internally distribute copies of Intrado provided training materials as necessary to Customer and Customer PSAP personnel only. Customer and Intrado will agree on a training schedule. Intrado requires notice of rescheduling at least ten Business Days in advance or an additional fee may apply. Intrado may combine multiple topics and/or target attendees from multiple Customer groups for maximum efficiency. Training will be"train-the-trainer"format,which will enable Customer PSAPs to train new employees.The Customer is responsible for training additional personnel at Customer's PSAPs, as necessary,or contracting with Intrado to provide additional training. Additional training is out of scope and will require a change order. 5.1 PSAP Administrators Intrado will provide one training session for Customer PSAP administrators.This training is expected to last up to two days and will be conducted as mutually agreed between Intrado and Customer (e.g. webinar, onsite at central PSAP location, at Intrado facilities). Customer may determine the number and type of employees attending the Intrado training. This training will focus on: ✓ Location Data Management flow and processes ✓ IUP ✓ 9-1-1Net ✓ Clear View Reporting Tool 5.2 TSP Information Sessions and Training for County/Municipal Coordinators Intrado provides up to two information sessions of up to four hours for TSPs who serve the Customer E9-1- 1 Service Area via telephone conference call.Topics will include data exchange procedures,data processing procedures, 9-1-1 Net, reporting problems to Intrado and escalation procedures, and other mutually agreed upon topics. The information session(s) should be completed prior to the first TSP migration to Intrado Services and must include participation by the designated Intrado and Customer Project Leads. Intrado will separately provide training on 9-1-1 Net to county/municipal coordinators. Training will be via telephone conference call and will last approximately two hours. 13 Intrado Confidential Intrado° Shared Services Guide Version 2014.03.14 10., i, t igikr s©2014 Intrado Inc.,Longmont,Colorado,USA-All rights reserved. This documentation may not be altered,copied,distributed,published, or displayed in whole or in part without Intrado's prior written consent. infirado INTRADO SHARED SERVICES GUIDE i n t'ra d o 1. INTRODUCTION The terms of this Service Guide (including the Glossary terms in Section 6 below) apply to certain Services described in the Service Order where which this Service Guide is referenced. 2. SYSTEM TESTING AND PRODUCTION MIGRATION Intrado will work with Customer to finalize and mutually agree on Testing and Production Migration Plans for each Service. The Testing and Production Migration Plans will define: ■ Tests to be conducted prior to and as part of migration to the Service • System testing and the production migration for each Customer PSAP If requested by Intrado,Customer will provide personnel at each of Customer's PSAPs to assist Intrado in the execution of the migration testing to: • Answer the test voice and text calls • Request and display Enhanced Data services • Join conference bridges ■ Provide test call screen prints and/or voice recordings/text transcripts to Intrado on request (unless Customer is prohibited by law to do so). • Provide test call feedback on: o Voice quality,functionality,and other information o Text call interactions including predefined standard messages o Enhanced data display 3. MONITORING, MAINTENANCE,AND OPERATIONAL TECHNICAL SUPPORT The sub-sections below describe Intrado's monitoring,maintenance,and operational technical support for the Intrado systems supporting the Services. 3.1 Location Data Management Intrado will provide and maintain redundant systems when in the 9-1-1 voice/data delivery path. Maintenance and upgrade activities will be conducted on one of the redundant systems at a time to minimize any impact to the Services. Intrado monitors each Intrado system component in the 9-1-1 voice or data delivery path on a 24x7x365 basis. Intrado will provide application level monitoring for Intrado-provided network connectivity, between Intrado's systems and Customer's PSAPs. Intrado is responsible for detecting application and network failures in these systems. Intrado notification procedures are followed for any service degrading network or hardware failure. Intrado's diverse and redundant network design provides the capability to automatically fail over 9-1-1 voice or data path traffic if a facility failure occurs,where redundant connectivity is available. Intrado Confidential INTRADO SHARED SERVICES GUIDE i nr ado' Intrado cannot monitor routers, multiplexers, or any other network components not under Intrado's control. Where Intrado is not considered the customer of record for the network data communications links, the customer of record must provide Intrado with a means to submit trouble tickets for network problems. The customer of record must work with the network provider and Intrado to resolve network issues in a timely manner. Intrado will provide ongoing maintenance and support for all Intrado-provided equipment at the PSAP. Maintenance and support for all systems, including Intrado-provided equipment, includes periodic software upgrades,OS upgrades and other system maintenance as necessary for Services. Intrado will assist Customer and Customer's PSAPs in solving problems, misroutes, translation errors, and data retrieval problems or maintenance issues. Intrado will provide field support personnel to correct system issues and replace equipment at Customer's PSAPs when determined necessary by Intrado. 3.2 Non 9-1-1 Call-Path Services Systems Intrado will also provide, maintain, and monitor 24x7x365 all Intrado systems that are not in the 9-1-1 voice or data path,including: • Intrado data management systems • Provisioning systems(e.g.,9-1-1 NET) • Metrics Reporting Tools(e.g.,Clear View) ■ Customer Premise Equipment provided by Intrado (but not including peripheral equipment such as monitors,keyboards,printers,etc.) Intrado will provide personnel to address reported issues and system outages according to the availability of each system. 3.3 Daily Operational Support and Escalation Procedures Intrado will provide daily operational support to Customer during Intrado Normal Business Hours. Intrado will provide appropriate contact information to Customer. In some circumstances, Intrado is dependent on the Customer or Customer's PSAP to provide timely and accurate information to resolve problems. 3.4 System Audit Records Intrado will store system audit logs for the Intrado systems involved in 9-1-1 call and data processing associated with its obligations outlined within the individual Services Guides. For example: ■ Location Data Management Services: o Each transaction that occurs to modify a subscriber TN, error, or MSAG record in Intrado's data management system o Location data returned in response to each PSAP query, as well as the dynamic location updates received from each Wireless, VoIP, and Telematics MPC/GMLC/VPC via the E2 interface ■ A9-1-1 Routing Services: A9-1-1 Routing call detail records ■ A9-1-1 TXT29-1-1 Services: Text Transcripts • A9-1-1 Enhanced Data Services: Data records associated with an emergency event INTRADO SHARED SERVICES GUIDE untrado• • A9-1-1 VIPER Services: Power 911 activity as recorded in the VIPER MIS Intrado stores system audit logs for minimum one year. Intrado can provide pricing for data recovery past the term of this Service Guide on request. For other system audit records, Intrado will provide transaction history reports to Customer on request. Requests for information from the previous 30 days are generally available within ten calendar days. Requests for information older than 30 days takes a minimum of three weeks, and are subject to additional fees. 3.5 Subpoena Compliance Intrado will reasonably comply with requests made by Customer for specific subpoena-related audit record data. Intrado can accommodate most requests within five business days,provided that the request contains the full TN(Wireline 9-1-1 call)or CBN(Wireless/Text/VoIP/Telematics call),PSAP name,and a specific date and time. Requests for data that are vague or require extensive research will not be processed until additional detail is provided by Customer. Requests that require extensive research will be subject to additional charge. 4. SERVICE DISRUPTION The Intrado Public Safety Support Center (PSSC), available 24x7x365, will be Customer's point of contact for any urgent technical or operational support issues on all Services provided to Customer's PSAPs. Intrado will work with Customer to triage all Intrado systems to determine the appropriate resolution. 4.1 Operations Support Plan and Escalation Procedures Intrado will provide to Customer Operations Support and Escalation Procedures. Details include notification procedures, documentation to be provided, problem escalation procedures and contacts, and general Intrado PSSC support provisions. Intrado will use best practices to structure and maintain these procedures. 4.2 Incident Management Administration When a PSAP-affecting issue is identified which significantly impacts Service delivery, Intrado may declare an incident and engage the Intrado incident administration team. This team uses Intrado ISO processes for escalation, notification, and reporting. The Intrado incident administration team will coordinate communications, monitoring, and resolution of the issue per a strict incident command procedure. The Intrado incident administration team will also document appropriate items, which may include root cause analysis, PSAP impacts, countermeasures, and resolution. The Intrado incident administration team has 24x7x365 on-call availability and has the appropriate tools to escalate problems to the Intrado technical teams and associated vendors. 4.3 Software Release Upgrades Intrado will complete and install regularly scheduled software release upgrades on the Intrado systems as appropriate. Intrado maintains and follows documented processes for all software development and release upgrades in accordance with its ISO certification. Intrado will SQA test software release upgrades and Intrado initiated engineering changes prior to installation on Services systems. 3 Intrado Confidential • INTRADO SHARED SERVICES GUIDE i nfrado Customer should plan for one to two major or feature releases each year,with additional patch releases if needed to address Severity 1 or Severity 2 issues. Intrado will provide Customer advance notification of all scheduled release upgrades per the guidelines within this guide. 4.4 Scheduled Maintenance and Upgrades Intrado will schedule planned events for Services system maintenance or upgrades that may impact Customer's PSAPs. The Intrado Program Manager will send a notification to Customer for each planned event a minimum of 24 hours in advance of the scheduled start time. Intrado may also have a periodic need to perform proactive system maintenance to prevent an imminent or likely system failure. The risk posed by the system issue may not allow Intrado to provide Customer with a 24 hour notice for this type of event,called emergent events. Intrado will fully manage and complete scheduled maintenance and upgrades with a trained event management team, facilitating the change implementation, monitoring, and communication through the length of the event. 4.5 Severity Levels Intrado will address all Services issues, whether identified by Intrado or by Customer, according to the Intrado-confirmed Severity Level. Severity Levels determine the appropriate contact procedure and the actions that will be taken by Intrado for initial notification time, status update time, and incident management. Following are service disruption definitions and procedures for each Severity Level, and the response time goals for each Severity Level: 4.5.1 Severity Level 1 Systems supporting Services are completely inoperative or severely impacted where critical network or data communication problems on the Intrado system that prevent Intrado from routing or delivering data for 9-1-1 voice calls, or that prevent the Customer from handling such 9-1-1 calls through the Intrado- provided PSAP equipment. Examples: • PSAP not receiving calls, audio is working on only one side of incoming calls,End Office traffic not able to reach PSAP a failure of the A9-1-1 VIPER Services system resulting in a loss of 50% or greater of call-taker positions or 50%or greater of call processing capacity. • Critical network or data communications problems on an Intrado system that prevents Intrado from returning ALI bids,and/or network hardware,circuit,or failure of Intrado's link to ALI. Intrado will apply immediate and sustained effort until a resolution is in place. If a resolution cannot be readily identified, Intrado will initiate internal escalation procedures to assure resources are appropriately assigned for problem resolution efforts. Resolution Procedure: Intrado will correct the service disruption or provide a procedure for PSAP to bypass or work around such disruption in order to continue operations if possible.If a bypass procedure is utilized, Intrado will provide PSAP with an action plan for the development of the final resolution, and Intrado will continue resolution activity until full service is restored to PSAP. 4 Intrado Confidential INTRADO SHARED SERVICES GUIDE i nrrado' 4.5.2 Severity Level 2 Systems supporting Services are impaired,where major functions are operative but functioning at limited capacity or critical elements are no longer redundant. Examples: • Reduced incoming trunk capacity, intermittent or sustained non-delivery of voice or ANI, sustained line noise or interference. • Data Management system failures that prohibit the processing of service order files within the contractually defined response times; system response time problems; single sided ALI node. • A failure of the A9-1-1 VIPER Services system resulting in a loss of less than 50% of call processing capacity and having the potential to severely impact PSAP operations. Intrado will apply sustained effort until a resolution is in place. If a resolution cannot be readily identified, Intrado will initiate internal escalation procedures to assure resources are appropriately assigned for problem resolution efforts. Resolution Procedure: Intrado will correct the service disruption or provide a procedure for the PSAP to bypass or work around such disruption in order to continue operations if possible. If a bypass procedure is utilized, Intrado will provide PSAP with an action plan for the development of the final resolution, and Intrado will continue resolution activity until full service is restored to PSAP. 4.5.3 Severity Level 3 Systems supporting Services are impaired and some functions are not operating, but those functions are not mandatory or critical to 9-1-1 call delivery. Examples: • Intermittent poor voice quality or PGM port loss. • ALI data communications are reaching PSAP but not all fields are in correct format. • A9-1-1 VIPER faults that do not affect the operation of the product/system,however are visible to the user. • A9-1-1 VIPER faults resulting in minor functions or features being inoperable, unsupported, or unreliable.A9-1-1 VIPER faults involving an agreed on workaround. Intrado will address via standard maintenance procedures during Intrado Normal Business Hours. If a software fix is required,Intrado will provide a fix during the next scheduled software release. 4.5.4 Severity Level 4 Systems supporting Services are impaired and some functions are not operating,but the impairments are considered minor or cosmetic and have only a minor impact on usability. Examples: • Metrics report issues,documentation issues,system anomalies that occur only once. • A9-1-1 VIPER faults resulting in minor functions or features being unsupported or unreliable in ways the Customer will not notice. Intrado will address via standard maintenance procedures during Intrado Normal Business Hours. If a software fix is required,Intrado will provide a fix during the next scheduled software release. Intrado Confidential INTRADO SHARED SERVICES GUIDE i nt1 ado• 4.5.5 Onsite Response Time Goals: The on-site response time goals are stated in the chart below. On-site response times will apply if Intrado determines it is necessary to go on-site to repair a problem with the Services. Severity Level On-Site Response Time Goal 1 4 hours 2 4 hours 3 Next Business Day 4 Not applicable 5. FACILITY REQUIREMENTS FOR HOSTED SERVICES 5.1 Requirements Intrado may be required to place certain equipment at a PSAP if Intrado is providing certain hosted Services. Customer will allow Intrado to install and maintain equipment at each PSAP location that enables the PSAP to connect to Intrado's Services. For Intrado to install and maintain necessary equipment at Customer PSAP locations, Intrado requires the Customer to provide the following: • Ability for Intrado personnel or authorized agents to freely access all appropriate areas within each of Customer's PSAP facilities; • Parking and building access to move tools and equipment in and out of the facilities; • Secured storage for Intrado-supplied equipment shipped to the PSAP in preparation for installation; • Trash and/or recycling removal as needed,including disposal of system packing materials; • Safe, locked and limited access to equipment room, including adequate security to prevent theft of computer equipment,tools,test sets and employees'personal effects; • The necessary consent from the landlord, the building owner, the mortgager and/or any other third parties having an interest in the installation site to install the equipment and to assist Intrado in obtaining any other necessary approvals and permits for same; • Working space, access to computers and other technology, telecommunications equipment and any other services and materials that may be reasonably necessary for Intrado's performance of the Services at each of Customer's PSAPs;and • 24x7x365 access for problem isolation. Customer will ensure that each PSAP equipment room where the Intrado-provided communications equipment rack is located meets the following requirements: • 24"x 87"of floor space for an Intrado-provided cabinet measuring 24"x 39" • Floor space within 20 feet of the main telecommunications demarcation point 6 Intrado Confidential INTRADO SHARED SERVICES GUIDE i ntrado• • 24"of space in front and behind the rack • 36"between the end of the racks and the wall • The floor must be capable of supporting 104 pounds per square foot • Dry,clean,and well ventilated • Well lit,easily accessible and free from excess vibrations • The equipment rack should be located in an area that does not receive consistent building traffic Customer will provide power, ground, and environmental controls for the Intrado PSAP equipment to be installed in the equipment room at each of Customer's PSAPs as follows: • Two dedicated 120volt /20 AMP power feeds are required with A & B feed (separate power source)and receptacle plug type NEMA L5 20P twist lock • Any metallic component that is part of the PSAP infrastructure(such as equipment,racks, ladder racks,enclosures,cable trays,etc.)must be bonded to the grounding system. • The facility will have adequate HVAC controls,monitoring and redundancy in order to maintain: o Cooling for maximum heat output under full load is 4,000 BTU/hour o Data Center HVAC systems must maintain a constant dry bulb temperature between 68 and 77 degrees Fahrenheit o Relative humidity between 40%and 55% • Surge/Lightning Protection 5.2 Ownership Intrado will retain ownership of all Intrado-provided equipment; Customer is responsible for damage to such equipment caused by Customer, reasonable wear and tear excepted. Intrado may, at its discretion, remove, replace or upgrade Customer-provided equipment. The Intrado-provided equipment is privately managed and closed to all third-party software applications (any software not provided by Intrado) and internetworking. Intrado will provide insurance for all such equipment. 6. GLOSSARY These definitions are not necessarily the definitions used by the Federal Communication Commission ("FCC") or any other governmental, industry, or private organization or entity. Certain definitions may not appear in a Service Guide,but are included in the definitions for consistency across Intrado products. 9-1-1 Net is a web application program that gives public safety agencies and telephone service providers the ability to browse specific data in the 9-1-1 database and communicate with Intrado on maintaining the accuracy of the 9-1- 1 data. Any Time Interrogation ("ATI") is a location service protocol for wireless networks to send a location request query. Automatic Location Identification ("ALI") means the automatic display at the PSAP of the caller's telephone number and the address/location of the telephone.Additional telephones with the same number as the calling party's (secondary locations, off premises, etc.) will be identified with the address of the telephone number at the main location. ALI Record means a database record, which includes the name, address or address equivalent, and the telephone number of a caller. 7 Intrado Confidential INTRADO SHARED SERVICES GUIDE I n t'ra do Alternate Routing("AR")means a method by which 9-1-1 calls are routed to a designated alternate location if all A9-1-1 Routing voice paths to the primary PSAP are busy,or the primary PSAP is closed for a period of time. Automatic Number Identification ("ANI") means the TN of the telephone or other device from which an Emergency Call is placed that is forwarded to the Customer's call handling system for display. Border Control Function ("BCF")-An ingress gateway that will allow originating networks to natively deliver calls to the Intrado ESInet.It also allows communication between external ESlnets and the Intrado ESInet. Call Information Database ("CIDB") - Included in the i3 vision is the separation of caller location information from other information about the call, caller or location. The CIDB(s) contains information such as Carrier Name, Class of Service,etc. Centralized Automatic Message Accounting("CAMA")means Trunks that were originally developed for billing purposes to deliver the calling party number. These trunks were modified so that wireline companies can deliver ANI for E9-1-1 calls. These trunks are located between the End Office, MSC, VoIP Gateway and the Tandem Selective Router.CAMA trunks are also utilized almost exclusively between the Selective Router and the PSAP. Customer E9-1-1 Service Area means the geographic area in which Customer PSAPs will respond to all 9-1-1 calls and dispatch appropriate emergency assistance. Customer short code or telephone number means a 5 or 6-digit short code or a 10-digit telephone number provisioned through a SMS aggregator for the routing of non-emergency text messages via Intrado's messaging gateway system. Database Reconciliation means a comparison between the TSP source records and Intrado's Database Management System. Data Integrity Unit. ("DIU") means Intrado's team of data analysts responsible for the integrity of live E9-1-1 data. Default Routing("DR")means a feature activated when an incoming 9-1-1 call cannot be selectively routed due to an Automatic Number Identification (ANI) failure, garbled digits or other causes. Such incoming calls are routed from the A9-1-1 Routing network to a default PSAP designated by Customer. E9-1-1 Database Provider means an agency responsible for maintaining and supporting the ALI database and associated infrastructure. Emergency Call Relay Center ("ECRC") means Intrado's inbound call center, staffed 24 hours per day, 7 days per week,and 365 days per year for Emergency Calls in support of Customer PSAPs.For purposes of this SOW and the Services provided hereunder, "Emergency Call Relay Center"and"ECRC"will include a third party contracted by Intrado to perform call center services. Emergency Call Routing Function("ECRF")-An ECRF is used to determine call routing to the"next hop".The next hop may be another ESInet or the PSAP. An ECRF has ability to receive the geodetic or civic location information (PIDF-LO) via the LoST protocol and determine where the call is to be routed. An ECRF can also define specific GIS layers (Police, Fire, and EMS) that enable ECRF to respond to a PSAP that supports a terminating ESRP function for queries to determine Police,Fire,and EMS based upon the location. Emergency Services IP Networks ("ESInet") - An ESInet is a managed IP network that serves a set of areas within a defined set of polygons that incorporates i3 functions for call routing. Emergency Services Messaging Interface ("EMSI") means an ATIS/ESIF recommended standard delivery of Enhanced 9-1-1 data to a CESE,including ALI and supplemental data. Emergency Service Number("ESN")means the numbers used to identify primary and secondary PSAP locations as well as unique combinations of police, fire, ambulance or any other appropriate agencies responsible for providing emergency service in the Customer E9-1-1 Service Area. ESNs are programmed into the Automatic Location Identification-Data Management System and are assigned by Customer to facilitate the routing and transfer features. Emergency Service Routing Digit("ESRD") means an identification of call origination. It is a ten-digit number used to support the routing of wireless 9-1-1 calls through the 9-1-1 network.The ESRD is also utilized at the PSAP for static ALI record retrieval for CAS or hybrid-CAS solutions. ti Intrado Confidential • INTRADO SHARED SERVICES GUIDE in t ra d o, Emergency Services Routing Proxy ("ESRP") - An ESRP is a routing proxy function that is used for routing emergency calls. It provides the ability to query ECRF to determine PSAP routing information or to determine the next hop that the call needs to route to that will ultimately gets the call to the appropriate PSAP. Within an ESRP there exists the Policy Routing Function(PRF), which contains the rules and logic for exception routing(e.g.,Time of Day). Enhanced 9-1-1 ("E9-1-1") means an emergency telephone system which includes network switching, database, and CPE elements capable of providing Selective Routing, Selective Transfer, Fixed Transfer, ANI, and ALI information. ETG is the Intrado Emergency Text Gateway server which routes and sends text messages to the PSAP. Fixed Transfer means a feature which enables a PSAP attendant to transfer incoming 9-1-1 calls to pre-defined destinations. HTTP Enabled Location Delivery ("HELD") - HELD may be used in two different contexts: HELD using identity extensions and HELD Dereference. HELD using identity extensions is an HTTP protocol used by the user equipment to query for its location using an identity such as its IP address or Telephone Number.HELD Deference is an HTTP protocol used by the LNG and ESRP function to query the LIS for the location information of a specific user. Intelligent Emergency Network means a fully managed solution offering emergency call delivery and management services for both voice and data. Intrado Normal Business Hours are Monday through Friday, 8:00 AM to 5:00 PM Mountain Time, excluding Intrado holidays. Intelligent Emergency Network Customer means a municipality, state or local governmental unit, or an authorized agent of one or more of these units to whom the Customer Emergency Telephone System Plan has lawfully delegated authority. The Intelligent Emergency Network Customer must be legally authorized to subscribe to the service and have public safety responsibility by law to respond to emergency calls from the public within the Intrado's service areas where Intelligent Emergency Network Service and/or PS/ALI Service are provided. Intrado Point of Interconnect(POI)—The Intrado POI is the demarcation point between the A9-1-1 network and the Customer CPE network(independent of CPE type or vendor) Internet Protocol ("IP") is the principal communications protocol used for relaying network packets using the Internet Protocol Suite. Inter System Position Request ("ISPOSREQ") is a location service protocol for wireless networks to send a location request query. Legacy Network Gateway("LNG"). LNG function supports the ability to convert emergency calls originating in the legacy wireline, wireless or VoIP networks(i.e., CAMA and SS7 calls)to SIP with PIDF-LO. LNG functional elements: (i) Protocol Interwork Function(PIF): converts the TDM and analog signaling(SS7, CAMA)to SIP; (ii) Location Interwork Function (LIF): determines the location of the call by querying an external location server/database Location Interface Server (LIS); (iii) NG9-1-1 Interwork Function (NIF): uses this location information to query the ECRF to determine which Emergency Service Routing Proxy(ESRP)to route the call.The resulting SIP Invite message to the ESRP also supports PIDF-LO containing the location by value or location by reference. Local Exchange Carrier ("LEC") means a telecommunications carrier that provides local exchange telecommunications services. Also known as Incumbent Local Exchange Carrier ("ILEC"), Competitive Local Exchange Carrier("CLEC"),Local Service Provider,and Local Dial Tone Provider. Local Number Portability("LNP")means a circuit—switched network that allows an end user to change service provider, location and /or service type without having to change their TN. LNP offers the customer the option to take their current TN to a new carrier. In this case the company that owns that TN is not the same company that owns the prefix. Location Information Server("LIS")-The LIS is a database that contains location information about a specific user. The key into this database may be the IP address or Telephone Number using HELD with identities or a Location Universal Reference Identifier(URI)using HELD Deference. 9 Intrado Confidential • INTRADO SHARED SERVICES GUIDE u nrrado LoST ("Location-to-Service Translation Protocol") - LoST is a protocol used to map geographic locations to routing addresses (e.g., Public Safety Answering Points) based on GIS data that is owned and controlled by the PSAP or 9-1-1 authority and provisioned in an ECRF. Manual Transfer means a feature that enables the PSAP attendant to transfer an incoming 9-1-1 call by manually obtaining dial tone through use of the telephone switch or the appropriate button on the PSAP call handling equipment and dialing the appropriate telephone number or speed calling code. Master Street Address Guide("MSAG")means a database of street names and house number ranges within their associated communities and Emergency Services Numbers("ESNs")to enable the proper routing of 9-1-1 calls. Mobile Switching Center ("MSC") means a switch that provides stored program control for wireless call processing.The MSC identifies the switching office that processes the cellular call to the public switched telephone network("PSTN")and provides wireless two-way telecommunications services. Multi Line Telephone System("MLTS")means a telephone system with more then one line per telephone station. Multiprotocol Label Switching("MPLS")means a standards-approved technology for speeding up network traffic flow and making it easier to manage. National Emergency Number Association ("NENA") means a professional association comprised of emergency number personnel, 9-1-1 equipment vendors, and telephone company personnel responsible for the planning, implementing,managing,and administering of emergency number systems. NETS is an acronym for Non-Emergency Text Service Node means a computer utilized to multiplex Automatic Location Identification data lines between the PSAPs and the ALI Data Management System computers.A pair of Node computers is utilized for up to forty-eight PSAPs. Node Port means a port required on the Node to transmit data from the ALI MGT computer to the PSAP. No Record Found("NRF")means a PSAP received an E9-1-1 call for which no location data is available. Normal Business Hours or Business Hours are Monday through Friday, 8:00 AM to 5:00 PM Mountain Time, excluding Intrado holidays. Number of Records means the quantity of TNs resident in the PS/ALI Database that corresponds to geographic locations of Customer and/or Customer's Subscribers. PBX Station means a telephone with a unique identifying number which is connected internally and directly to the PBX. PIDF-LO("Presence Information Data Flow—Location Object")-PIDF-LO is a XML syntax used within a SIP message that contains location information by reference or by value. PSAP Gateway Manager(PGM)means a component of Intelligent Emergency Network that converts between IP and CAMA trunking into the PSAP CPE ANI controller. Point of Interconnection("POI")means the location where End Offices,MSCs,and VoIP carriers connect into the Intrado Intelligent Emergency Network with their 9-1-1 voice traffic. Port means a pathway into and out of a computer or a network device, such as a switch or router. Any device that transmits and receives data implies an available port to connect to each line. Primary Rate Interface("PRI")means a trunking technology which enables the networking of multiple locations. A single PRI trunk can carry various types of traffic.PRI trunks offer more flexibility than traditional analog trunks. Private Switch/Automatic Location Identification ("PS/ALI") means a service offering which allows location information specific to the PBX extension to be added to the ALI database record. PS/ALI Customer means the municipality or other state or local governmental unit, or an authorized agent of one or more municipalities or other state or local governmental units, or a PBX owner/operator,or Centrex AT&T who desires to provide station location information to the ALI Management system. I0 Intrado Confidential INTRADO SHARED SERVICES GUIDE i ntrado• PSAP direct number ("PSAP DN") means a ten-digit local exchange telephone line of the geographically appropriate PSAP for any given emergency call request. This dialable number has been indicated to Intrado's analyst team by the PSAP or county as the appropriate 24x7 direct number for wireless call failover. Private Branch Exchange ("PBX") means a telephone system within an enterprise that switches calls between enterprise users on local lines while allowing all users to share a certain number of external phone lines. The main purpose of a PBX is to save the cost of requiring a line for each user to the telephone company's central office.This internally switched telephone system is of significance to an Intelligent Emergency Network system because internal PBX stations may not always be contained in the ALI database, and as a result, may not be correctly displayed by Automatic Number Identification or Automatic Location Identification equipment. PSAP direct number ("PSAP DN") means a ten-digit local exchange telephone line of the geographically appropriate PSAP for any given Emergency Call request. This dialable number has been identified to Intrado's analyst team by the PSAP or county as the appropriate 24x7x365 direct number for wireless call failover. Pseudo ANI("pANI")means temporarily associating a non-dialable ANI containing a NPA/NXX corresponding to the geographically appropriate PSAP to facilitate call routing and ALI delivery to the PSAP for"mobile"calls. Per FCC Report and Order 94-102,the Carrier must at least route a wireless caller's 9-1-1 call to the nearest PSAP and deliver the associated ten-digit wireless handset telephone number,the cell site and the sector. Public Safety Agency means those governmental agencies, which by law are responsible for the delivery of emergency services within the Customer E9-1-1 Service Area. Public Safety Answering Point("PSAP")means a facility equipped and staffed to receive Emergency Calls. Public Switched Telephone Network ("PSTN") means the network systems and connectivity operated by incumbent operating telephone companies to route and deliver voice calls to the indicated emergency TN. Request For Assistance ("RFA") means the emergency request made by a person to Public Safety. The request may be in the form of a traditional 9-1-1 call over Wireline, wireless or VoIP telephony devices, in addition to devices that utilize Internet Protocol(IP)for delivery. Request For Assistance Interface ("RFAI") means the interface used to deliver Requests For Assistance over Internet Protocol(IP)to PSAP CPE. Request Initiator means the person sending a text message from a wireless device to the Customer short code or 10 digit telephone number. Secure ID token means an electronic security password device used to enable an individual user to log into Intrado's web site for the purpose of updating Customer records. Selective Router("SR") means a telephone switching center that receives 9-1-1 calls from other offices and uses the ANI or pANI to route them to the proper PSAP. Operated by the LEC serving a particular PSAP. Some LECs call this the 9-1-1 "tandem"office. Selective Routing means the routing of a 9-1-1 call to the proper Public Safety Answering Point(PSAP)based on the location of the caller.Selective routing is controlled by the ESN which is derived from the Customer location. Selective Routing Database ("SRDB") means a 9-1-1 selective routing translations database that contain phone number/ESN Routing Code relationships that route a 9-1-1 call to the proper PSAP. Selective Transfer means a feature that enables a PSAP attendant to transfer an incoming 9-1-1 call to another agency by depressing a button labeled with the type of agency;e.g., "Fire,"on the PSAP call handling equipment. Service Order Input Record ("SOI") means a database record which includes the name, address or address equivalent,and the TN of a wireline carrier's customer. Session Initiation Protocol("SIP")means an application-layer control(signaling)protocol for creating,modifying, and terminating sessions with one or more participants, including Internet telephone calls, multimedia distribution, and multimedia conferences. Short code or telephone number means a 5 or 6-digit short code or a 10-digit telephone number provisioned through a SMS aggregator for the routing of text messages to a PSAP via Intrado's messaging gateway system. I I Intrado Confidential IN"IRADO SHARED SERVICES GL IDE i nfrado• Short Message Service ("SMS") is a protocol for text messaging. SMS text messages are delivered through wireless carrier networks on a bandwidth available basis,and message delivery is not guaranteed. SMS means Short Message Service which is a protocol used for text messaging. SMS text messages are delivered through wireless carrier networks on a bandwidth available basis,and message delivery is not guaranteed. Standard Addressing means a system for addressing which provides street/road names and house numbers,used in populating the Automatic Location Identification/Data Management System. Subscriber Record means a database record which includes the name,address or address equivalent,and the TN of a end user(Subscriber). Telephone Number ("TN") means the ten-digit telephone number used to deliver a call through the PSTN to a designated Subscriber. Telephone Number record("TN record")means Subscriber records in the ALI and Selective Routing databases, including wireline TN records,wireless ESRKs,and VoIP ESQKs. Telephone Service Provider ("TSP") means a business or organization that offers users access to the Telephone and related services. TSP entities include Local Exchange Carriers, independent operating companies, Competitive Local Exchange Carriers,wireless service providers,and VoIP Service Providers(VSPs). Terminating ESRP/i3 PSAP-The terminating ESRP feature is the ability for a PSAP to receive an i3 IP call with Location by Value(LbyV)or Location by Reference(LbyR). If the terminating ESRP receives LbyR, it may query the LIS for location information and location information updates with the dereferencing protocol using HELD.The terminating ESRP may query the CIDB via web services to obtain additional data about the call, caller,or location. The terminating ESRP may query the ECRF via the LoST protocol to determine first responder agencies (e.g., Police,Fire,and EMS)associated with the location. Text dialogue means SMS text messages sent back and forth between the initiator,Intrado's A9-1-1 NETS system, and Customer PSAP personnel until the dialogue has been terminated(closed)by the PSAP personnel. Text message means a SMS text message sent by a request initiator to the Customer short code. Trunk means a telephone circuit connecting switching equipment between two sites,as between a PBX and POI,or between two central offices. TTY/TDD ("TTY" [teletypewriter], "TDD" [telecommunication device for the deaf]) means a device that enables people who are deaf, hard of hearing, or speech-disabled to use the telephone by typing messages.In order to communicate,a TTY is required at both ends of the conversation,unless the call is placed through a Relay Center. I lntrado Confidential i nfrado® AGREEMENT FOR SERVICES This Agreement for Services (Government Customers) is between Intrado 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 Securities Act of 1933,as amended. 1 TERM: This Agreement will continue from the Effective through to Customer any applicable third party warranties to the Date until the expiration or termination of the latest-ending extent permitted by such third party. Order. 4.2 Disclaimer:EXCEPT AS STATED IN THIS SECTION, 2 PAYMENT INTRADO DISCLAIMS ALL EXPRESS OR IMPLIED 2.1 Invoices:Customer will pay the fees described in Orders. WARRANTIES, INCLUDING WARRANTIES OF Intrado bills recurring fees monthly and non-recurring fees MERCHANTABILITY, FITNESS FOR A PARTICULAR within 30 days of the Order effective date(except as specified in PURPOSE, NONINFRINGEMENT, ACCURACY OR an Order). Invoices may be transmitted electronically and are CONDITION OR LOSS OF DATA, NETWORK payable via electronic funds(ACH,EFT or wire transfer)within CONNECTIVITY, INTEROPERABILITY OR THAT THE 30 days of invoice date,without setoff or deduction.Requested SERVICES OR RELATED SYSTEMS WILL BE Services performed by Intrado before an Order effective date or UNINTERRUPTED OR ERROR-FREE. outside the scope of the Order will be billed at Intrado's then- 4.3 Customer Materials:Customer will provide information current rate(except as otherwise specified in an Order).Intrado reasonably requested by Intrado to perform the Services, will apply payments to the oldest outstanding invoice. including as applicable: telecommunication or cell site 2.2 Taxes: Customer will bear all applicable taxes, duties, specifications; Customer or third party databases; network and other government charges relating to the Services(including architectures and diagrams; performance statistics; interfaces applicable interest and penalties), except taxes based on and access to Customer systems,including third party systems; Intrado's income. Any tax exemption must be supported by routing and network addresses and configurations("Customer appropriate documentation. Materials"). Customer warrants that (a) Customer is solely 2.3 Tennination: Intrado's pricing is based on fees for the responsible for the content and rights to the Customer Materials; entire Order term.On early termination of an Order(except due (b)the Customer Materials will be accurate;and(c)Intrado's to Intrado's default),Customer will pay for Services delivered use of the Customer Materials will not violate the rights of any and outstanding invoices,plus a tennination fee equal to fees for third party. the remaining Order term. "Recurring fees" will equal the 5 LIMITATION OF LIABILITY greater of(a)monthly minimum fees,if any,stated in the Order, 5.1 Limitation:NEITHER PARTY WILL BE LIABLE FOR or(b)the average monthly fee for the six months before the ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, notice of termination. Intrado has made pricing concessions CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR based on the amount of recurring fees for the term of the Order, LOSS OF GOODWILL,DATA OR PROFITS,OR COST OF and the termination fees are a fair approximation of Intrado's COVER.THE TOTAL LIABILITY OF INTRADO FOR ANY damages,not a penalty. REASON WILL BE LIMITED TO THE AMOUNT PAID BY 2.4 Late Payments: Invoices not paid when due will bear CUSTOMER UNDER TIlE RELEVANT ORDER IN THE SIX interest from the due date at the lower of two percent per month MONTHS PRIOR TO THE CLAIM. or the highest allowable rate.Customer will pay all reasonable 5.2 Application: THESE LIMITS ON LIABILITY APPLY costs of collection(including attorney fees).Intrado may change WHETHER THE CLAIM ARISES OUT OF BREACH OF payment terms or require a deposit upon an adverse change in WARRANTY,CONTRACT,TORT,OR STRICT LIABILITY, Customer's financial condition or payment record. AND EVEN IF THE DAMAGES ARE POSSIBLE OR 2.5 Disputed Invoices: Customer may withhold only good FORESEEABLE. faith disputed amounts,not to exceed one month's recurring 5.3 Time Limit: ANY SUIT MUST BE FILED WITHIN fees for the Service and will pay all other amounts when due. TWO YEARS AFTER THE CAUSE OF ACTION ACCRUES. Customer must notify Intrado within 15 days of any disputed 6 INDEMNIFICATION invoice,specifying the nature of the dispute.The parties will try 6.1 Intrado Indemnity: Intrado will indemnify, defend and in good faith to resolve any disputed invoices within 30 days. hold harmless Customer from third-party claims,actions,suits, 3 CONFIDENTIALITY:Exhibit A—Confidentiality and FOIA proceedings,costs,expenses,damages and liabilities,including applies to disclosure and use of confidential information reasonable attorney fees and expenses(collectively,"Claims") exchanged under this Agreement and disclosures required by for physical injury or death or tangible property damage to the applicable freedom of information or public records laws. extent caused by Intrado's gross negligence or willful 4 LIMITED WARRANTY misconduct. 4.1 Warranty:Intrado warrants that Services will be provided 6,2 Customer Indemnity:Except to the extent prohibited by in a workmanlike manner,in accordance wills industry standards applicable law, Customer will indemnify, defend and hold and by individuals with suitable skills and abilities.Except as harmless Intrado, its Affiliates and their officers, directors, provided in an Order,Services will be deemed accepted when employees and agents from Claims(a)relating to the Customer performed. Intrado does not warrant products, equipment, Materials or a breach of the section titled Customer Materials; hardware, or software used to provide the Services but not (b)relating to any Customer product or service;(c)for physical manufactured by tntrado. Upon request, Intrado will pass injury or death or tangible property damage to the extent caused by Customer's gross negligence or willful misconduct. 20!5.02.19 GovI. Page 1 Intrado Confidential ,, 6.3 Procedures: The indemnified party will (a) notify the liability insurance with limits of at least $500,000 for each other party of any Claim;(b)relinquish control of the defense occurrence;(c)comprehensive automobile liability insurance if and settlement; and (c) assist the indemnifying party as the use of motor vehicles is required, with limits of at least reasonably requested.The indemnifying party may settle any $1,000,000 combined single limit for bodily injury and property Claim without the indemnified party's consent if the settlement damage for each occurrence;(d)Commercial General Liability does not affect the rights of the indemnified party. The insurance, including Blanket Contractual Liability and Broad indemnified party may participate in the defense at its expense. Form Property Damage, with limits of at least $1,000,000 6.4 Immunity:If applicable and to the extent not prohibited combined single limit for bodily injury and property damage for by applicable law,each Party will be entitled to not less than the each occurrence; (e) Professional Liability or Errors and same benefits and protections afforded by any law,regulation or Omissions insurance of at least$1,000,000 for each occurrence; other applicable rule which extends protections to the other and (1) excess or umbrella liability at a limit of at least Party in any form,including but not limited to governmental or $5,000,000 per occurrence and aggregate in excess of the other immunity,indemnification, or other protection. Neither underlying coverage required above. The CGL, employer Party will object to or interfere with the assertion of such liability,excess or umbrella liability,and automobile liability immunity by the other Party. policies of each party will designate the other party as an 7 TERMINATION FOR DEFAULT:If either party fails to cure a Additional Insured. On request, the other party will furnish certificates evidencing the foregoing insurance.Each party will material default within ten days for late payments,or 30 days strive to notify the other at least 30 days before any cancellation for other default,after notice specifying the default,the non- or tennination of its policy. defaulting party may terminate the Agreement or applicable 11 MISCELLANEOUS Order,and pursue any other available remedies at law or equity. The cure period will extend for 30 more days if Intrado uses 11.1 Force Maieure: Neither party is liable for delays or good faith efforts to cure. defaults in its performance hereunder(except for its payment 8 INTELLECTUAL PROPERTY obligations) due to causes beyond its reasonable control, 8.1 Intrado IP:Intrado retains full and exclusive ownership of including. acts of God or govermnent war,terrorism,fire or explosion;flood;extreme weather;epidemic;riots;embargoes; and all rights in,to and under its trademarks,service marks, virtradenames and logos, and any design, data, specification, unavailability technology attacks; labor disturbances; failure or know-how, software, device, technique, algorithm, method, transpoaation of the Internet, telecommunications, transportation,utilities or suppliers. discovery or invention, whether or not reduced to practice, 11.2 Independent Contractors: Beneficiaries:The parties are relating to the Services and any development, enhancement, independent contractors.No agency,joint venture or partnership improvement or derivative works of the Services except for the is created under this Agreement. Customer Materials (collectively, including all intellectual This Agreement benefits rights,"Intrado IP" Intrado Customer and Intrado only; there are no third party property g ). grants Customer anon- beneficiaries,including Customer's customers. exclusive,non-transferable license during the term to use the Intrado IP only to the extent required to utilize the Services, 11.3 Interpretation:Conflict:Severability:"Including"means subject to this Agreement.Customer receives no other right,title including,without limitation."Days"means calendar days. If or interest in,to or under Intrado IP. Intrado IP is Intrado's any terms of this Agreement and an Order conflict,the Order confidential information.Customer will cooperate to take such will govern for that Order only,No preprinted purchase order or actions reasonably requested to vest ownership of Intrado IP in other Customer form terms will apply. Any provision held Intrado. - unenforceable by a court will be enforced to the fullest extent 8.2 Restrictions: Reservation of Rights: Customer will not Permitted by law and will not affect the other provisions. No disclose or allow access to Intrado IP, including without course of dealing or failure to exercise any right or obligation is limitation, software and systems, by anyone other than an amendment or waiver.This Agreement may be modified or Customer's employees and subcontractors who have a need to amended only in a writing signed by the parties. access the Intrado IP and who are bound by law or written 11.4 Assignment: This Agreement will be binding on the agreement to comply with Customer's duties under this permitted successors and assigns.Neither party may transfer or Agreement. Neither party will reverse engineer, decompile, assign this Agreement without the prior written consent of the disassemble or translate the other party's intellectual property or other,not to be unreasonably withheld,except that Intrado may confidential information. Each party reserves all rights to its assign this Agreement to an Affiliate or to an acquirer of all or intellectual property and confidential information. part of its business or assets without consent. 9 ON-SITE SERVICES: For any Services performed on 11.5 Applicable Law and Remedies: This Agreement is Customer's premises, Customer will (a) provide appropriate governed by Colorado law, without regard to choice of law facilities, access, furnishings, equipment, software, principles.Each party waives all rights to a jury trial.Injunctive documentation, passwords and data; (b) maintain adequate relief will apply to any breach of Section 3 or 8.All rights and security,safety,utilities,and environmental standards;and(c) remedies are in addition to any other rights or remedies at law or reimburse Intrado for its reasonable out-of-pocket expenses, in equity, unless designated as an exclusive remedy in this including coach class travel,business class lodging,automobile Agreement. Each party will be entitled to the same rental,and meals,unless otherwise provided in the Order.While governmental or other immunity or other protections afforded on the other's premises,each party will comply with the other by any law,nile or regulation to the other party,and neither party's written security rules and regulations. party will object to or interfere with the other party's application 10 INSURANCE: Each party will maintain: (a) Workers' of this sentence. Compensation insurance required by law; (b) employer's 11.6 Compliance with Laws:Each party has or will timely obtain all consents,licenses,permits and certificates required to 2115.0219 Govt. Page 2 Intrado Confidential ,, perform under this Agreement. Each party will comply with Inc.may provide regulated portions of the Services.Intrado may laws,rules,regulations and court orders applicable to it or the modify or improve Services during the term. Services.Intrado may cease or modify the Services or the terms 11.9 Notices: Entire Agreement: Survival: Signature: All as reasonably required to comply with changes in law.Customer notices must be in writing and delivered to the address below. recognizes and agrees to comply with Intrado's Code of Ethical Notices are effective on receipt when sent by certified or Business Conduct located at www.intrado.com terms registered U.S.Mail,charges prepaid,return receipt requested 11.7 Advertising and Publicity: Neither party will use the or when delivered by hand, overnight courier or fax with other party's name or marks in any press release,advertisement, confirmed receipt. This Agreement constitutes the entire promotion,speech or publicity,without the other party's prior agreement and supersedes any prior written or oral agreements written consent,except that Intrado may use Customer's name or understandings related to its subject matter, Sections titled and marks in its customer lists,sales or promotional materials Invoice and Payment, Confidentiality, Limited Warranty, without consent. Limitation of Liability, Indemnification, Intellectual Property 11.8 Affiliates;Changes:Services may be provided,in whole and Miscellaneous will survive termination of this Agreement. or part,by Intrado or its Affiliates. Intrado Communications, This Agreement may be executed in counterparts,by facsimile or electronically,and is not enforceable unless executed by both parties. CITY OF r RPUS CHRI ,TX i /' INTRADO INC.0 ..fJ Auths Signature Au horized Signature Ronald L.Olson Mary Hester Name Name City Manager President .-/- /S� Title Dated signed: Title Date signed: Address for Notices: Address for Notices: 321 John Sartain 1601 Dry Creek Dr. Corpus Christi,IX 78401 Longmont,CO 80503 Attn: Pat Eldridge Attn:Legal Department,copy atm:Corporate Controller Fax: 361-886-2607 I Fax:720-494-6600 ,.-----(Comment[call]:Please fill in izzic..../.12.4 AI lc-4'T:_aLli°A'- /°-' -2---‘• REBECCA HUERTA --•`.` CITY SECRETARY 1-1 _lie 1 i, 'Q2,- tc,i., 4Y cOUI CIL_ 9EWr t! i) .' - 2015.02 19 Govt Page 3 Inttedo Confidential ,, Approved as to form: 1'!7 1 S By 1314G!( uGe y 1, jC or•tie Assistant City Attorney For City Attorney 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. I. Definitions:"Confidential Information"means all information disclosed by or on behalf of either party("Disclosing Party")to the other party("Recipient")that is marked as confidential or proprietary or that by its nature or context constitutes infonnation that a reasonable business person would treat as proprietary,confidential,or private,even if not so marked.Confidential Information includes,but is not limited to a party's financial,business,technical,marketing,sales,customer,product,pricing, strategy, personnel, software, systems, methods, processes, practices, intellectual property, trade secrets, software, data, contract terms or other business infonnation. "Affiliate"means any person or entity directly or indirectly controlled by, controlling or under common control of a party. 2. Exclusions:Confidential Information does not include any information that:(a)was or becomes generally available to the public through no breach of this Agreement;(b)was previously known by Recipient or is disclosed to Recipient by a third party without any obligation of confidentiality; or (c) is independently developed by the Recipient without the use of Disclosing Party's Confidential Information. 3. Use and Disclosure:Recipient and its employees,Affiliates,agents and contractors will:(a)use the Confidential Information only for the Agreement;(b)disclose the Confidential Information only to its employees,Affiliates,agents,and contractors with a"need to know"for the Agreement;(d)use the same standard of care to protect Disclosing Party's Confidential Information as Recipient uses to protect its own similar confidential or proprietary information, but not less than reasonable care appropriate to the type of information; (e)reproduce Disclosing Party's confidentiality or proprietary notices,legends or markings on all copies or extracts of Confidential Information; and(f)use and disclose the Confidential Information as authorized in writing by the Disclosing Party.Recipient is responsible for compliance with this Agreement by its employees, Affiliates,agents and contractors. 4. Required Disclosure:If required to disclose any Confidential Information by law or court order,Recipient will promptly notify the Disclosing Party(unless prohibited by law)and cooperate with Disclosing Party,at Disclosing Party's expense,to seek protective orders or appropriate restrictions on use and disclosure.The Section titled Use and Disclosure does not apply to disclosure required under this Section. 5. Return or Destruction:Within 30 days after termination of the Agreement or written request of Disclosing Party,Recipient will return or destroy Disclosing Party's Confidential Information.Recipient will certify return or destruction if requested by Disclosing Party.Recipient may retain Disclosing Patty's Confidential Information to the extent required by law.This Exhibit A will survive and continue to apply to Disclosing Party's Confidential Information that is not reasonable to return or destroy (for example,retained in archive or backup systems)as long as it is retained by or for Recipient. 1015.0219 Go,4. Poge 4 Intrado Confidential ,, 11 )