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EMERGENCY NOTIFICATION WITHOUT EQUAL
Notification Services Agreement
Rapid Notify, Inc.
Los Altos Hills
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0 -Elly
EMERGENCY NOTIFICATION WITHOUT EQUAL
Notification Services Agreement
THIS AGREEMENT made this 15th day of April, 2012, by and between Rapid Notify, Inc., a
Corporation duly organized and existing under the laws of the State of Delaware with principal
offices located at 23046 Avenida de la Carlota, Suite 600, Laguna Hills, CA 92653,
(hereinafter referred to as " RN "), and Town of Los Altos Hills, duly organized and existing
under the laws of the State of CA with principal offices located at 26379 Fremont Road, Los
Altos Hills, CA 94022 (hereinafter referred to as "Customer").
WHEREAS
A. RN provides a service, the purpose of which is to assist the Customer in notification
services;
B. The Customer desires to engage the services of RN for the purpose of coordinating a
program and service such that these notifications may be implemented;
NOW, THEREFORE, in consideration of mutual agreements, covenants and promises herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
1. RN will store into its computers the telephone numbers provided to RN by the
Customer using the RN web interface, FTP site, or RN -supplied commercial data provided as -
is. RN shall maintain strict confidentiality of all telephone numbers received from the
Customer. The Customer service shall be on line and ready for use within 15 days, or 30 days
if mapping is involved, from the receipt of the first year's payment in full, the signed contract or
purchase order, and the phone data. Payment for services shall be as set forth in Schedule A.
All required messages might also be stored on the system.
The Customer will maintain their databases directly on the Web -based RN platform at no
charge.
The Customer agrees to restrict the use of "non -pub" (unpublished, and potentially on the do -
not -call list) records, whether provided by RN with commercial data, or E-911 data provided by
the Customer, for emergency notification purposes, and will protect these records from any
unauthorized use.
2. The Parties shall agree upon, prior to utilizing the services of RN, the administrative
offices and personnel thereof who shall be authorized to access RN.
3. The Customer and RN shall coordinate efforts to train those personnel who are
authorized to access RN pursuant to Paragraph 4 hereof. Training shall be conducted at no
charge using pre -scheduled web -based training. If on-site training is desired, RN shall provide
pricing for Customer approval.
4. Upon receiving a request from authorized personnel in a manner agreed upon by the
Parties, the services of RN shall be activated and calls initiated as instructed. RN shall record
the total amount of attempted calls made for each activation requested on behalf of the
Customer.
Rapid Notify Service Agreement — Rev 1/2012
5. The Customer may print the Activation Statistics Report upon completion of the
Activation .
6. RN agrees to provide trained personnel to activate the Customer requested services
on a twenty-four (24) hour per day basis, seven (7) days per week as a backup to Customer -
conducted web -based activations.
7. The Customer agrees to compensate RN within thirty (30) days of the invoice date for
all Usage and Renewal fees as set forth in Schedule A.
8. In the event that the Customer fails to compensate RN within thirty (30) days of billing,
RN shall be under no obligation to provide the Customer with additional services.
9. RN shall not be responsible for any acts or omissions of the Customer or its
administrative offices, their employees, agents, contractors, officers or directors resulting in the
failure of RN to perform under this Agreement by reason of strikes, acts of God, breakdown of
telephone lines and service, power shortages or blackouts, or other causes beyond the
reasonable control of RN. The Parties agree that RN, its employees, directors, officers, agents,
and subcontractors, are not liable or responsible to the Customer for any errors or omissions in
the information, or for any damages in a civil action for injuries, death of person or property
damage incurred by any person or entity as a result of any act or omission of RN or of any of its
employees, directors, officers, agents or subcontractors, except when such act or omission is
willful, wanton, reckless, or intentional.
10. The parties expressly acknowledge that RN is contracted by the Customer only for the
purposes and to the extent set forth in this agreement, and the relationship of RN to the
Customer shall, during the period or periods hereunder, be that of an independent contractor.
RN shall not be considered as having employee status.
11. This Agreement shall continue for 2 years (unless otherwise extended in accordance
with Paragraph 12 hereof.
12. This Agreement shall be automatically renewed annually according to the number of
years specified in Paragraph 11, under the following terms and conditions.,
a. Each extension shall be under the same terms, covenants and conditions as in
this Agreement provided, except that:
(1) RN shall have the option, but not the obligation, to increase the Annual
Service Fee up to 5% per year, and shall notify the customer of any increase
in the Annual Service Fee at least 30 days prior to the renewal date,
(2) RN shall have the option to increase the Annual Service Fee by more than
the increase specified in Paragraph 12.a.(1) above; however, if RN increases
the Annual Service Fee by more than the increase specified in Paragraph
12.a.(1) above, RN shall provide 90 days written notification of the intent for
such increase, in which case Customer shall have the right to terminate the
Agreement upon 60 days written notice,
(3) There will be no further privilege of extension for the term of this Agreement
beyond the periods referred to above.
b. For each extension period, the* Customer shall pay to RN the Annual Service
Fee set forth in Schedule A, or as revised by Paragraph 12.a above.
Rapid Notify Service Agreement — Rev 1/2012
G. The Customer shall make payment of the Annual Service Fee at least thirty (30)
days prior to the annual renewal date of this Agreement, unless the contract is
terminated as set forth in Paragraph 12.a.(2).
d. Upon making such payment, this Agreement shall be deemed extended for the
specified period, subject to the provisions of this paragraph, without execution of any
further instrument.
13. RN agrees to provide the Customer with calling capabilities for the term of this
Agreement.
14. No representation is made that the person intended to receive the call will be
physically present. RN assumes no responsibility for accuracy of data provided to RN by the
Customer and such data will be used as provided. Such numbers shall be programmed in a
manner as to access any or all of the telephone numbers to be called as requested by the
Customer.
15. This Agreement sets forth the entire understanding and Agreement between the
Parties as to the services to be provided by RN and merges all prior discussions between them.
This Agreement may be modified or changed only in writing and such modifications and
changes must be signed by both Parties.
16. This Agreement shall be interpreted and construed under the laws of the State of
Delaware.
17. If any provision of this Agreement is invalid under any applicable statute or rule of law,
it is to that extent to be deemed omitted and the remaining provisions of the Agreement shall in
no way be affected or impaired thereby.
18. This Agreement may be executed as one or more duplicate documents, each one of
which shall be considered an Original Agreement.
CUSTOMER BY:
Carl Cahill City Manager
Name Title
C April 12, 2012
Signature Date
RN BY:
Steven L. Si
Name A
President
Title
Sigi�/-tu4J Date
Rapid Notify Service Agreement — Rev 1/2012
Schedule A - Payment Terms
Type of Aqreement:
Geographic - Mapping and Special Lists
This Agreement covers Notification Services for a po2ulation of a22roximately 7,900
residents, and including special lists of personnel, media, staff, etc., in accordance with
type of contact noted above.
Payments for Notification Services- The Customer shall pay to RN for its services as
follows - Pricing is in U.S. Dollars:
• Annual Service Fee $ 55000.00
o Includes Emergency Phone Calls, with Interactive Response
o Includes all Emails
o GIS Mapping, with annual updates
• Geocoding for Mapping Updates $
o Specify frequency, if desired more than annually
• Account Set-up Fee $ N/C
• Self -Registration - Set-up Fee $ 250.00
• Inbound toll free telephone number — Set-up Fee $ 50.00
• Inbound toll free telephone number, annual service fee $ 650.00
• Training Fee (no -charge for web based training) N/C
• On-site training (to be quoted, if desired)
Due at contract execution will be the Self -Registration Set-up Fee, Inbound toll free
telephone number Set-up fee, and the Inbound toll free telephone annual service fee pro-
rated from 411512012 through 6/30/2012.
TOTAL DUE WITH CONTRACT EXECUTION $ 435.00
ANNUAL RENEWAL FEE - YEARS I thru 2 $ 51650.00
(Annual Renewal due on 7/1/2012)
(Plus Map Geo -coding updates, if desired more than annually)
(subject to terms herein)
Commercial Phone and GIS Data aeocodina orovided free of charge by RN once annualiv
Additional Data
Phone Data Fee for each submittal:
• RN Geocoding Service for GIS Mapping Updates, if required
o Semi -Annual Updates $ 500.00
o Quarterly Updates $1,050.00
o Monthly Updates $35300.00
o Annual Updates included N/C
5
Rapid Notify Service Agreement — Rev 1/2012
• Preferred data for mapping is e911 information, which can typically be acquired by
the customer from the local telephone company. If e911 data cannot be provided
by customer, RN will acquire commercially available telephone data, as follows.
• GIS Data Fee: (no charge if Customer provides GIS mapping
Decimal Degree LAT/Long Coordinate System) —
RN Provided Commercially available Data:
(Minimum Fee)
Notification Usage Fees:
Standard calls of any duration:
0 Emergency calls will be free of charge: -
Non -emergency calls:
%W W
0 SIVIS Text Messaging — will be charged at the rate
data in NAD 83
$ .01 5/Rcd
$ 250.00 Min.
No Charge
$ .05 per call
$.05 per msg
• After initial training, Customer will use the web -based system to perform all
notifications.
Billing: Billing for Usage and Text Messaging Fees shall be Quarterly.
General definition of emergency vs. non -emergency calling
• Emergency calls - any calls associated with alerts for: health issues involving
potential loss of life or serious illness, potential damage to property, or weather-
related issues involving potential loss of life or damage to property (this 'Includes
school or business closings) shall be considered emergency calls. Drills and
tests that are limited to a small number of contacts (20 and fewer) are also
included.
Non -emergency calls - calls like community affairs, public service
1%0 IV
announcements, picnics, meeting date changes, scheduled road closures,
garbage strikes, etc., will be considered non -emergency calls. Also, if calls can be
scheduled for a later date or time, they are non -emergency calls.
Additional Options
Fixed -List Database Changes:
• There will be no charge for database changes, if database is changed on-line by
Customer, using the RN -provided Customer web site. RN will assist with initial
data preparation and formatting.
• For Database changes performed by RN — Each submittal $ 150.00
Customer Acknowledgment
Signature
1117_01Z�
Date
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Rapid Notify Service Agreement — Rev 1/2012