2012-202ORDINANCE NO. 2O1Z-ZOZ
AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR THE
PURCHASE OF ANNUAL SERVICE FOR CODERED EMERGENCY
NOTIFICATION SYSTEM AND CODERED WEATHER WARNING SERVICE
AVAILABLE FROM ONLY ONE SOURCE IN ACCORDANCE WITH TEXAS
LOCAL GOVERNMENT CODE 252.022, EXEMPTING SUCH PURCHASES FROM
REQUIREMENTS OF COMPETITIVE BIDS; PROVIDING FOR EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 3964-
PURCHASE OF ANNUAL SERVICE FOR CODERED EMERGENCY
NOTIFICATION AND CODERED WEATHER WARNING SERVICE AWARDED
TO EMERGENCY COMMLTNICATIONS NETWORK, LLC 1N THE ANNUAL
AMOUNT OF $44,299.00 FOR AN ESTIMATED THREE YEAR TOTAL OF
$132,897.00)
WHEREAS, Section 252.022 of the Local Government Code provides that
procurement of items that are only available from one source, including; items that are
only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility
purchases; captive replacement parts or components for equipment; and library materials
for a public library that are available only from the persons holding exclusive distribution
rights to the materials; and need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items
mentioned in the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as
described in the "File" listed hereon, and on file in the office of the Purchasing Agent, are
hereby approved:
FILE
NUMBER VENDOR AMOUNT
3964 Emergency Communications Network, LLC $132,897
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including,
items that are only available from one source because of patents, copyrights, secret
processes or natural monopolies; films, manuscripts or books; electricity, gas, water and
other utility purchases; captive replacement parts or components for equipment; and
library materials for a public library that are available only from the persons holding
exclusive distribution rights to the materials; and need not be submitted to competitive
bids.
SECTION 3. The acceptance and approval of the above items shall not
constitute a contract between the City and the person submitting the quotation for such
items until such person shall comply with all requirements specified by the Purchasing
Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts
relating to the items specified in Section 1 and the expenditure of funds pursuant to said
contracts is hereby authorized.
SECTION 5. The City Council of the City of Denton, Texas hereby expressly
delegates the authority to take any actions that may be required or permitted to be
performed by the City of Denton under File 3964 to the City Manager of the City of
Denton, Texas, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its
passage and approvaL
PASSED AND APPROVED this the � day of ��� / -2012.
% ' � ���.�'�
, . , ; . . � ��:+ , � .
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
r
� �
BY:
4-0RD-File 4
CODERED SERVICES AGREEMENT
This CodeRED RO Services Agreement ("Agreement") is made and effective as of October 7, 2012 (the
"Effective Date") f�y and between.Emergency Communications Network, LLC. a Delaware Limited Liability
Company ("Licensor') located at 9 Sunshine Boulevard, Ormond Beach, FL 32174 and Citv of Denton, a
body politic and corporate of the. State of Texas ("Licensee") located at 332 East Hickorv Sfreef,
Denton, TK 76207. '
Licensor is the owner of a_ service identified as "CodeRED� Emergency Notification System" (the
"Service"), which is designed to allow authorized licensed users to have access 24 hours a day, 7 days a
week for the purpose of g.enerating high-speed notifications to targeted groups via an Internet-hosted
software application. Licensee desires to utilize the Service for the purpose of communicating matters of
public interest and concern. The parties agree as follows:
1. License: Licensor grants Licensee a non-exclusive and non-transferable license (the "License") to use
the Service for Licensee's own purpose, in accordance with the terms of this Agreement. Licensor
reserves the right to either charge additional fees or terminate this Agreement_ if other parties not
contemplated in this Agreement are granted access to the Service by Licensee. Licensee assumes full
and complete responsibility for the use of the Service by anyone whom Licensee permits .to use the
Service or who otherwise uses the SenEice through Licensee's access codes.
Licensee may not assign, license, sublicense, rent, sell or transfer the License, the Service, those codes
used to access the Service, or any rights under this Agreement. To access the Seniice, Licensor will
provide Licensee with up to five 5 unique user name(s) and password(s). Additional users pass codes
may be obtained at an additional annual fee as outlined in Exhibit A, attached hereto and incorporated by
reference. �
2. Ownership: Licensee also agrees that it shall. not duplicate, translate, modify, copy, printout,
disassemble, decompile or otherwise tamper with the Service or any software provided. The Licensee's
License confers no title or ownership in the Service or its underlying technology.
Functionality: The Senrice provides the ability for Licensee to generate high-speed notifications to
geographically selected calling areas and/or listed databases via an Internet-hosted software application.
The Service utilizes an interactive voice response telephone service to record Licensee voice messages
and initiate telephone call-out projects. Licensee's community database(s) shall be limited to containing
contact data located within the geographic boundaries (determined by Lat/Lon coordinates) of the Ci of
Denton. Texas (the "Callinq Area"), Licensee may only place calls via the system to telephone numbers
assigned within the 48 contiguous United States of America. International call rates may be set by
separate agreement. Any additional Service functions will be charged at the rates on Exhibit A.
4. Term: This Agreement, and the License extended herein, will continue for a period of three (3 vears (the
"Initial Term") commencing on the Effective Date. Upon termination of this Agreement, whether by
expiration of the Initial Term, any Renewal Term (as hereinafter defined) (the Initial Term and all Renewal
Terms, collectively, the "Term") or as otherwise set forth herein, Licensee's access to the Service will be
terminated and aIl.System Minutes remaining on account shall transfer solely to Licensor.
5. Costs for the Service: During the Term of this Agreement, Licensee agrees to pay all costs and�fees for
utilizing the Service, as described in Exhibit A, and as set forth in this paragraph. Licensee understands
and agrees that it will purchase prepaid minutes for the Service ("System Minutes"). Licensee further
understands and agrees that whenever Licensee utilizes the Service, the actual calling minutes used by
Licensee while utilizing the Service will be deducted from the balance of System Minutes remaining in
Licensee's System Minutes account or bank. Licensee is responsible to maintain, at all times, a sufficient
balance of System Minutes on account. Payment for the Service or System Minutes is due and payable
upon receipt of invoice (ROI). Finance charges at a rate of 1% per month (12% per annum) will be
charged on all balances outstanding beyond 60 days. All payments due under this Agreement shall be
paid to: Emergency Communications Network, LLC at 9 Sunshine Blvd., Ormond Beach, FL 32174.
Licensee understands and agrees that the prices set forth on Exhibit A are not final until this Agreement
has been fully executed, and that it is at the Licensor's discretion to honor such prices in the event this
Emergency Communications Network, LLC Page 1 of 6 Initials
CodeRED� Services Agreement Licensor
. _ Licensee�
Agreement has not been returned to the Licenso� within 90 days from the date this Agreement was
drafted for the Licensee.
6. Free Testing and Training Minute Blocks: Licensee is allotted free time on the system which runs the
Service for the purpose of testing and training. Licensee understands and agrees that the following
condiiions must be met in order for Licensee to utilize the free minute bank specified in. Exhibit A:
a) Minutes used for testing and training will be deducted from Licensee's minute bank at the time of using
the Service;
b) Licensee must notify Licensor in writing within 60 days from the date the Service was used for testing
or training, specifying qualified project(s) and minutes used, to request that such minutes be designated
as free minutes and restored to the minutes that were deducted from Licensee's System. Minute bank.
Licensee understands and agrees that, if Licensee fails to notify Licensor within 60 days of t�e use of the
Service, the minutes used will not be eligible for restoration as free minutes, and wili remain deducted
from Licensee's System Minute bank as described above;
c) Any unused minutes are not transferable, and shall only roll over by written agreement; and -
d) Licensor will have the final right to deem all free calling minutes eligible or ineligible for reimbursement
under this paragraph. .
7. Annual System Minute Bank Replenishment: Each year, Licensee will have access to �25.000 System
Minutes. The System Minute bank will be refilled every year, to 125,000 System Minutes, upon the
anniversary of the Effective Date, as set forth in this Agreement. System Minutes are not transferable and
do not rollover from year to year, unless otherwise paid for and agreed in writing. If the entire bank of
System Minutes is exhausted during the given year, Licensee will be required to repurchase System
Minutes according to the System Minute bank refill provisions described herein.
8. Discount Contract Extension: Upon completion of the Initial Term or any Renewal Term (as hereinafter
defined) the Term of this Agreement will automatically extend for an additional three-year period (each a
"Renewal Term"), except as otherntise set forth herein. This contract extension provision wiil continue to
extend the Agreement by three (3) additional years at the end of each three (3) year Initial Term or
Renewal Term. Either party may cancel this renewal provision by submitting written notice to the
ofiher no.less than 30 days prior to the end of the then current Initial Term or Renewal Term. In the
event the Agreement is extended: �
a) Licensee's 5ystem Minute bank will be replenished to the annual 125.000 minute balance;
b) Licensor will update its systems to extend the active software License and associated access codes
for three additional years of use;
c) Licensor will invoice Licensee for additional year(s) of Service at the rate of eiqhtv-eiqht thousand
five hundred ninefV-six dollars ($ 88,596) per three-year Renewa/ Term which maV be paid in
installments of twentv-nine thousand five hundred thirtV-two dollars ($29,532) per year, and
d) Licensee agrees to pay the contract extension fee set forth in this paragraph for all years in the
Renewal Term upon receip# of invoice from the Licensor, subject to the terms as set forth in paragraph 5.
9. Minute Bank Refill Feature: The parties recognize that Licensee may utilize the Service in a manner
that results in Licensee exceeding the amount of prepaid System Minutes in Licensee's System Minute
bank. ln the event that using the Service completely exhausts Licensee's remairiing prepaid System
Minute bank, Licensor will immediately refill Licensee's System Minute bank with a block of 12.500
System Minutes, and will invoice Licensee for this block of minutes at the Additional System Minute price
as indicated in Exhibit A. Licensee shall pay Licensor for all Additional System Minute blocks upon receipt
of invoice from Licensor, subject to the same terms as set forth in paragraph 5. Licensee understands
and agrees that it is required to maintain a System Minutes balance in its System Minutes bank at all
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Licensee 7'►�V�.
times, and agrees to purchase Additional System Minute blocks as needed in order to maintain a positive
System Minute balance. The purpose of this refill feature is to ensure that calls being placed via the
Service are not interrupted as the result of Licensee's depletion of its System Minutes.
10. Termination: Licensee or Licensor may terminate this Agreement at the completion of the Initial Term or
the then-current Renewai Term by providing Licensor with no less than 30 days advance written notice
prior to the end of the Term. Licensee understands and agrees fhat failure to provide nofice as set forth
herein shall result in automatic renewal: Upon termination of this Agreement, Licensee will return all
Confidential InfoRnation (as hereinafter defined) and copies to Licensor. Licensor, in its sole discretion,
may also terminate this Agreement: a) for any reason by providing no less than 30 days advance notice,
and in such case, Licensor will refund to Licensee an amount equal to the lesser of the monthly-prorated
balance of the annual fee based on the number of days left in the term of the Agreement or the value of
the balance of System Minutes in Licensee's System Minute bank as calculated by multiplying the
remaining System Minutes by the additional system minute price on Exhibit A; or b) immediately, and
without further notice, as a result of Licensee's breach of this Agreemenf, and in such case, no fees.paid
hereunder shall be refunded. Upon termination, Licensee agrees to remove from Licensee's computer(s),
and any computers within Licensee's control, any and all files and documents related to the Service.
11. Copyright: Licensee understands and agrees that United States copyright laws and international treaty
provisions protect the Service. Except for the limited License provided for herein, Licensor reserves all
rights in and to the Service and all underlying data, compilations, and information maintained by Licensor
relating to the Service, including but not limited to, the source or object code. Licensee shall not make any
ownership, copyright or other intellectual property claims related to the Service or data processed through
the Service.
12. Representations and Warranties: Licensee acknowledges and agress that: (a) the Service is run by
software that is designed to be active 24 hours per day, 365 days per year; software in general is not
error-free and the existence of any errors in Licensee's software used in conjunction with the Service
shall not constitute a breach of this Agreement; (b) in the event that Licensee discovers a material error
which substantially affects Licensee's use of the Service, and Licensee notifies Licensor of the error,
Licensor shall use reasonable measures to restore access to the Service, provided that such error has
not been caused by incorrect use, abuse or corruption of the Service or the Service's software.or by use
of the Service with other software or on equipment with which it is incompatible by Licensee or a third
party accessing the Service through Licensee's passcodes; (c) Licensee is responsible for maintaining
access to the Internet in order to use the Service; Licensor in no way warrants Licensee's access to the
Internet via Licensee's Internet Service Provider(s); (d) Under certain rare instances not all technologies
are compatible without manual intervention by both parties. Licensee agrees that its stafF will cooperate
with Licensor's staff to make necessary modifications to allow the Service to perform; and (e) the
individual signing on behalf of Licensee is an authorized officer, employee, member, director or agent for
Licensee and has full authority to cause Licensee to enter into and be bound by the terms of this
Agreement and this Agreement fully complies with all laws, ordinances, rules, regulations, and governing
documents by which Licensee may be bound.
13. Security: Licensor will use commercially reasonable practices and standards to secure and encrypt data
transmissions. Licensee understands and acknowledges that Licensor is providing the Service on the
World Wide Web through an "upstrearn" third party Internet Service Provider, utilizing public utility
services which may not be secure. Licensee agrees that Licensor shall not be liable to Licensee in the
event of any interruption of service or lack of �presence on the Internet as a result of any disruption by the
third party Internet Service Provider or public utility. Licensee agrees that Licensor cannot guarantee the
integrity of any Licensee supplied or user supplied data. Any errors, duplications, or inaccuracies related
to Licensee or user supplied data will be the responsibility of the Licensee.
14. Disclaimer: In no event (even should circumstances cause any or all of the exclusive remedies to fail
their essential purpose, and even if Licensor has been advised of the possibility of such damages) shall
Licensor, its officers, directors, managers, members employees or agents, be liable for any indirect,
punitive, special, incidental or consequential damages of any nature (regardless of whether such
damages are alleged to arise in contract, tort or otherwise), including, but not limited to, loss of
Emergency Communlcations Network, LLC Page 3 of 6 Initials
CodeREDO Services Agreement LICef1SOf
Licensee �
anticipated profits or other economic loss in connection with or ensuing from the existence, furnishing,
function, or Licensee's use of any"item or products or services provided for in this Agreement. Licensee
understands that the cumulative liability of Licensor for any and all claims relating to the_ 5ervice provided
by Licensor shall not exceed that total amount paid by Licensee for the most recent payment made by
Licensee to Licensor. The Service is provided as-is, and Licensor disclaims all warranties, express
or implied, and does not warrant for merchantabilitv or fitness of a particular purpose. Licensee
recognizes that once email and text messages have been released from Licensor's equipmerit, the
ultimate delivery of the messages depends on the message recipient's local network. As a resuit Licensor
cannot guarantee the delivery of email and text messages to a recipient. .
15. Appropriate Use of The Service: To access the Service, Licensor will provide Licensee with unique user
name(s) and password(s). Licensee agrees to maintain such user name(s) and password(s) as private
and confidential information. Licensee agrees to use the Service in a way that conforms with all
applicable laws and regulations. Licensee agrees not to initiate a call,�such that the same call is to be
delivered to two (2) or more lines of a business. Licensee specifically agrees not to make any attempt to
gain unauthorized access to any of Licensor's systems or networks. Licensee agrees that Licensor shall
not be responsible or liable for the coritent of the message(s) created by Licensee, or by those who
access the Service using Licensee's codes, or otherwise delivered by the Service on behalf of Licensee.
Licensee agrees to defend, indemnify and hold harmless Licensor and its afFiliates, employees, officers,
directors, managers, members and agents from any and all liabilities, costs, and expenses, including
reasonable attorneys' fees, whether brought by a third party, arising from any �iolation of this Agreement
by Licensee; from the content, placement, or transmission of any messages or materials sent or
maintained through Licensee's accounts, or use of the Service through Licensee's account. Licensee
shall be responsible for compliance with all applicable laws regarding outbound telemarketing, which may
include, but are not limited to the Federal Telephone Consumer Protection Act of 1991, The
Telemarketing and Consumer Fraud and Abuse Prevention Act of 1999 and the rules and regulations
promulgated thereunder, as well as State and Local telemarketing laws and requirements. Licensee will
be solely responsible and liable for any such violations and shall defend, indemnify and hold Licensor
harmless from all lawsuits, demands, liabilities, damages, claims, losses, costs or expenses, including
attorneys' fees (whether by salary, retainer or otherwise), arising out of or resulting from, in whole or in
part, a violation of such laws.
16. Confidentiality: Licensor acknowledges the confidential nature of Licensee and user supplied data and
files that it is to prepare, process or maintain under this Agreement, and agrees to perform its duties in
such a manner as to prevent the disclosure to the public or to any persons not employed by Cicensor, any
confidential data and files. Data collected by Licensor will remain secured on Licensor's equipment a�d
will only be released upon mutual agreement by both parties or a court order of sufficient jurisdiction.
Licensee understands and agrees that private citizens and other persons in the Calling Area may
voluntarily contribute their contact information to be used in the Service, and that Licensor shafl develop
and maintain a database of such information, along with other information privately developed by
Licensor (the "Data"). Licensee acknowledges and agrees that Licensor desires to maintain the privacy of
the Data, and that Licensee shall take no steps to compromise the privacy of tFie Data. Licensee further
acknowledges that Licensor. shall disclose to Licensee certain confidential, proprietary trade secret
information of Licensor (along with the Data, "Confidential Information"). Confidential Information may
include, but is not limited to, the 5ervice, compute� programs, flowcharts, diagrams, manuals, schematics,
development tools, specifications, design documents, marketing information, user data, Calling Area data,
financial information or business plans. Licensee agrees that, at all times during and after the termination
of this Agreement, Licensee will not, without the express prior written consent of Licensor, disclose any
Confidential Information or any part thereof to any third party. Nothing in this Agreement will be deemed
to require Licensor to disclose any Confidential Information to Licensee or to prohibit the diselosure of any
information in response to a subpoena or other similar order by a court or agency. The Licensee will
promptly notify the Licensor of the receipt of any subpoena or other similar order and of any request
under the Public Information Act or any other similar law, and will assist Licensor in preventing the
disclosure of the Confidential Information pursuant to same to the extent required by Licensor.
17. Entire Agreement: This Agreement supersedes all prior understandings or agreements, whether oral or
written, on the subject matter hereof between�the parties. Only a futther writing that is duly executed by
Emergency Communications Network, LLC Page 4 of 6 Initials
CodeRED� Services Agreement � Llcensof
Licensee�
both parties may modify this Agreement. The terms and conditions of this Agreement will govern and
supersede any additional terms provided by Licensee, including but not limited to additional terms
contained in standard purchase order documents and third party application terms, unless mutually
agreed to, via written signature, by Licensor.
18. Notices: All notices or requests, demands and other communications hereunder shall be in writing, and
shall be deemed delivered to the appropriate party upon: (a) personal delivery, if delivered by hand during
ordinary business hours; (b) the day of delivery if sent by U.S. Mail, postage pre-paid; (c) the day of
signed receipt if sent by certified mail, postage pre-paid, or other nationally recognized carrier, return
receipt or signature provided and in each case addressed to the parties as follows:
As to Licensor: Emergency Communications Network, LLC, 9 Sunshine Blyd. Ormond Beach, FL 32174
As to Licensee: Citv of Denton. Aitn: Michael Penaluna/Emerqencv Manaqement Director, 332 East
HickorV Street, Denfon, TX 76201
Either party may change the address provided herein by providing notice as set forth in this paragraph.
19. General: Each party to this Agreement agrees that any dispute arising under this P,greement shall be
submitted to binding arbitration according to the rules and regulations of, and administered by, the
American Arbitration Association, and that any award granted pursuant� to such arbitration may be
rendered to final judgment. If any dispute arises hereunder, the prevailing party shall be entitled to all
costs and attorney's fees from the losing party for enforcement of any right included in this Agreement,
whether in Arbitration, a Court of first jurisdiction and all Courts of Appeal.
20. Interpretation and Severability: In the event any provision of this Agreement is determined by an
arbitrator or court of competent jurisdiction to be void, the remaining provisions of this Agreement shall
remain binding on the parties hereto with the same effect as though the void provision(s) had been limited
or deleted, as applicable.
21. Counterparts and Construction: This Agreement may be executed in counterparts, each of which shall
constitute an original, with all such counterparts constituting a single instrument. The headings contained
in this agreement shall not affect the interpretation of this Agreement and are for convenience only.
Licensee agrees that this Agreement shall not be construed against the Licensor as the drafter, and that
Licensee has read and understands this Agreement, and had the opportunity to review this Agreement
with legal counsel.
22. Survival: Certain obligations set forth herein represent independent covenants by which either party
hereto may be bound and shall remain bound regardless of any breach of this Agreement and shall
survive termination of this Agreement. �
IN WITNESS WHEREOF, the parties execute this Agreement on the date(s) indicated below.
Licensee:
Cit of Denton Texas
By:
���
Printed Name: . O�i � 4 l�V� i,
Title: �� �' �'�' 1� e
Date: (� / � I ( Z,
Emergency Communlcations Networic, LLC Page 5 of 6
CodeREDO Services Agreement
Licensor:
Emergency Communications Network, LLC-
By:
Printed Name:
Title: �
Date: �
Initials
Licensor
Licensee �
Exhibit A — Service Charges
Three (3) year Discount CodeRED Service Agreement
$ 88,596.00
Payments due in annuai instaliments of $ 29,532.00
Up to X0,000 Annual CodeRED System Minutes $ Included (see section 8)
Additional System Minutes
500 minutes for testing and training
Email and Text Messaging
$ 0.25 per minute
$ No Charqe (ses section 6)
$ No Charqe
Up to 5 CodeRED user pass codes $ Included
Additional pass codes may be purohased for an annuai fee of $150.00 per pass code.
Initial Residential Database Upload $ Waived
One (1) CodeRED distance training session $ Included
Additional distance training sessions may be purchased for $150.00 per hour (one hour minimum).
System usage will be charged against Prepaid System Minutes at actual minutes of time
connected while delivering prerecorded System calls. All calls will be billed in 6-second
increments. Only connected calls (live connections, answering machine connections and fax
tone connections) will result in connection charges being incurred.
Database Accuracy Updates
Licensor Supplied Database: "Database Accuracy Updates" ensure that the data population maintained
by Licensor under this Agreement undergoes periodic accuracy checks using the Licensar's most current
in-house compiled database including, but not limited. to, household addresses and telephone numbers. It
will be the sole responsibility of the Licensee to maintain database accuracy and request updates from
the Licensor.
One annua! "Database Accuracy Updafe" wi!! be performed by the Licensor upon requesf by the Licensee
atno charge. Additional updates requested by Licensee will incur charges at the rate listed below after
the update service is completed by Licensor.
3� per record in final updated database population.
Licensee Supplied Database: A service labor fee of One Hundred Dollars ($100.00) per hour will be
billed to Licensee for any data importing, manipulating, and loading any database supplied by Licensee or
on Licensee's behalf to Licensor.
$100 per hour for database maintenance
Annual System Maintenance, including all Software Upgrades
$ No Gharqe
. L
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CadeRED� Services Agreement . LIC2fISOf
Licensee �
Cod�RED� Weather Warning Service Addendum
This is an Addendum, effective October 7, 2012 (the "Effective Date"), to the, CodeRED Services
Agreement ("Agreement") entered into, as of the EfFective Date, by and between the Citv of
Denton (hereinafter "Licensee") a body politic of the State of Texas located at 332 East Hickoro
Street, Denton. TX 76201 and Emergency Communications Network, LLC (hereinafter
"Licensor"). In consideration of the promises set forth herein and outlined in the Agreement,
Licensee and Licensor agree to amend the CodeRED Services Agreement in the following
manner:
1. The following ferms shall be added to the original CodeRED Service Agreement:
CodeRED� Weather Warning Service: Licensor's CodeRED Weather Warning Service
(CRWW) expands the benefits of the CodeRED service to include the automatic launching of
prerecorded Weather Warning call-out projects to Licensee approved subscribers. These
automated call-outs are initiated by the issuance of a Severe Weather Bulletin by the National
Weather Service (NWS), with no intervention on ttie part of Licensee or Licensor, Call recipients
are determined by matching the geographic locations associated with a database of opt-in
subscribers against the geographic polygon(s) associated with Severe Weather Warnings issued
by NWS.
CRWW Terms of Use:
Subscribers: Severe weather events can occur at any time of day or night. Accordingly,
CRWW calls will automatically be launched in response to the issuance of NWS Bulletins at any
time, 24 hoursJday. Unlike .the CodeRED service which is pre-populated with calling data for
residential and business telephones, the CRWW service targets the telephone numbers of ONLY
those households and business that have CHOSEN to participate through an opt-in process.
Residents and businesses within the Citv of Denton. Texas who wish to receive the CR1NW
calls can add their name and geographic location to the CR1N1N subscriber database via the
Licensee's CodeRED Residential Update Website. This site is hosted by Licensor for the purpose
of allowing citizens to add their contact information to both the CodeRED database and the
CRWW database via the Internet. Subscribers shall be subject to the terms and conditions of the
CRWW service, which can � be reviewed at:
http://www.coderedweb.com/codereddataentrv/terms.cfm, ONLY THOSE CITIZENS WHO OPT-
IN TO THE CRWW SERVICE WILL BE ELIGIBLE TO RECEIVE WEATHER WARNING CALLS.
LICENSEE MUST APPROVE ALL SUBSCRIBER ENTRIES PRIOR TO THEIR BEING
ACTIVATED AND ENTERED INTO THE CALLING DATABASE. All subscriber data is the sole
and exclusive property of Licensor.
Limits on Calling Database: Citizens are allowed to enter up to two (2) telephone
contact numbers for each CRWW address. Only addresses falling within the geography covered
under the CodeRED Services Agreement are eligible to receive CRWW calls. Licensee is
responsible for removing subscriber addresses that fall outside of its covered municipality prior to
approving records via the on-line Residential Update approval process.
CodeRED Minute Bank Balance: Calls placed automatically via the CRWW Service
have no effect on the minute bank balance associated with the CodeRED Service. The additional
fees (described below) for the CRUVW Service include all minutes used in the delivery of all
�warning calls made during the term of this Addendum.
License: The CRWW Service is available only as an add-on service module for
Licensees of the CodeRED Service. The CR1NW service license will not .be provided under the
terms of this Addendum unless a current active Standard CodeRED Services agreement is in
effect.
Page 1 of 2 Initials .
Licensor
Licensee�
COST FOR CRVYW: Licensee shall pay to Licensor forty-four thousand three hundred one
doilars ($44,301) for the initial term of this Addendum, which shall coincide with the Initial Term
of the Agreement, which shall be paid by Licensee in three (3) annual instaliments of fourteen
thousand seven hundred sixtv-seven dollars ($14,767). Thereafter Licensee shall.pay fortv-
four thousand three hundred one dollars ($44,307) for each successive term of this
Addendum, which shall coincide with any Renewal Term, and the full term of, the Agreement,
which shall be paid by Licensee in three (3) annual installments of fourteen thousand seven
hundred sixtv-seven dollars ($14,7671. Payment terms shall be identical to the terms
contained in the original Agreement for the CodeRED Service. Pricing for CRUVW is separate and
independent from CodeRED Service Agreement pricing, and the CRINW service can be removed
from the CodeRED Service by Licensee by providing 30 days written notice prior to the end of the
then-current initial term or renewal term of the Agreement. Licensee will be notified of any price
change for CRWW a minimum of 90 days in advance of the renewal date.
TERM: The term of the CRWIN Addendum shall commence as of the Effective Date and shall be
for so long as Licensee maintains an active CodeRED Services Agreement and has paid the
appropriate fees listed above. Upon termination of the CodeRED Services Agreement, access to .
the CRWIN system will terminate and Licensor shall terminate all individual subscriber accounts.
2. This Addendum shall not modify any terms and conditions of the Agreement, which shall
remain in force and efFect for the term of the Agreement.
CITY OF DENTON. TEXAS
Licensee
By:
Name:
Title:
Date:
Page 2 of 2
EMERGENCY COMMUNICATIONS
NETWORK. LLC
Licensor
By:
Name:
Title:
Date: