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• Additional Provision5.TW[will ensure that the policies of insurance required under this Agreement contain,or are endorsed to
<br /> contain,the following provisions:
<br /> - For Commercial General Liability Insurance and Automobile Liability Insurance:City,its officers,agents,volunteers and
<br /> employees will be named as additional insureds.
<br /> - TW[will obtain occurrence coverage,except that Professional Liability will be written as claims-made coverage.
<br /> - This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without
<br /> thirty(30)days prior written notice to Client sent pursuant to the Notice provisions of this Agreement.
<br /> • Providin�Certificates of Insurance and Fndor emen . Prior to ClienYs execution of this Agreement,Consultant will furnish
<br /> certificates of insurance and endorsements to Client
<br /> • Failure to Maintain Coveraee.If TW[fails to maintain any of these insurance coverages,then Client will have the option to declare
<br /> TWI in breach,or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the
<br /> required coverages.TWI is responsible for any payments made by Client to obtain or maintain insurance and Client may collect these
<br /> payments from TWI or deduct the amount paid from any sums due TWI under this Agreement
<br /> • Submission of[nsurance Policiee, Client reserves the right to require,at anytime,complete and certified copies of any or all required
<br /> insurance policies and endorsements.
<br /> • Primary Coverage. For any claims related to the Services and this Agreement,l'WI's insurance coverage will be primary insurance
<br /> with respect to Client,its officers,agents,volunteers and employees. Any insurance or self-insurance maintained by Client for itself,
<br /> its officers,agents,volunteers and employees,will be in excess of T'WI's insurance and not contributory with it
<br /> • Reduction in Coverage/Material Changes. TWI will notify Client thirty(30)days prior to any reduction in any of the insurance
<br /> coverage required pursuant to this Agreement or any material changes to the respective insurance policies.
<br /> Delivery of Services. TWI shall provide its Products and Services as specified in this SOW to Client,subject to the terms and conditions set forth
<br /> herein and in the SOW.Client understands that the timely completion of the project is contingent upon timely performance by Client of all of
<br /> Client's obligations described in this SOW.In the event that progress on the project is slowed or halted due to a delay by Client,project
<br /> schedules including milestones and deadlines may be delayed at TWI discretion.TWI shall not be liable for any delays or failure to perform
<br /> resulting from Client's failure to timely provide any information,content or other deliverables necessary to provide the Products and Services
<br /> to Client. Client also accepts that availability of features outlined above may be limited or delayed by the functionality available through the
<br /> AP[s.
<br /> Co�vrieht. The Software is owned by TWI and is protected by United States copyright laws and applicable international treaties and/or
<br /> conventions. The Licensed Software,and any and all modifications and improvements thereto and derivative works thereof,shall remain the
<br /> exclusive property of TWI,and Agency shall have no right,title or interest therein whatsoever.
<br /> Intellectual Property. All right,title,and interest,including all intellectual property rights in the Products and Services and any associated
<br /> hardware and software of TWI or its licensors,and any updates,upgrades or modifications thereof,or in any ideas,know-how,and programs
<br /> developed by TWI or its licensors during the course of performance of this Agreement shall remain the property of TWI or its licensors. All
<br /> right,title,and interest in any content communicated via TWI infrastructure through use of the Products and Services shall remain the sole
<br /> property of Agency. Without the prior express written consent of TW[,Agency may not,and shall not allow any third party(by license
<br /> agreement or otherwise),to(a)take any action that would cause the loss or abandonment of TWI proprietary rights in the Licensed Sofhvare;
<br /> (b)use in connection with a service bureau service,resell,distribute,publicly display,transfer,rent,lease,lend,copy,modify,translate,
<br /> enhance,time-share,license,subticense,electronicaily transmit or prepare derivative works of the Licensed Sofrware,in whole or in part;(c)
<br /> disassemble,decompile or reverse engineer in any way,any of the Licensed Software;or(d)otherwise use in any way the Licensed Software in
<br /> any manner not expressly authorized by this Agreement.With respect to any Hosted Subscriber Services contracted by Agency,Agency will be
<br /> responsible for,and shall pay any applicable fees associated with,any unauthorized use by Agency or Agency's end-users of the Hosted
<br /> Subscriber Services,telephone numbers assigned to Agency,and Agency's account In the event Agency becomes aware of such unauthorized
<br /> use,Agency shall promptly notify TWI.
<br /> Outbound Notifications Terms and onditions
<br /> • Minutes Usage: A call of thirty(30)seconds or less will be billed the same as a call of thirty(30)seconds.After the first thirty(30)
<br /> seconds,calls will be billed in six(6)second increments. All call costs are rounded up to the nearest cent.There is no charge for
<br /> calls that do not connect
<br /> • Standard and High-Volume Call-Out Capacity:The Client can make call-outs using either of two call-out capacities.Standard
<br /> Capacity provides the abiliry to place approximately 12 simultaneous calls;High-Volume Capacity provides the ability to place
<br /> hundreds of calls simultaneously.
<br /> • High-Volume Call-Out Capacity Surcharge: When using High-Volume Capacity Call-Out,Outbound Call Minutes are used up at a
<br /> 50%higher rate than during Standard Capacity Call-Outs. For example,a 60 second high-volume outbound call would use 90
<br /> seconds of Outbound Call Minutes.
<br /> • SMS Transactions:An SMS transaction represents each text message that is sent or received through the TWI SMS Gateway. TW[
<br /> charges for each transaction processed at the rate defined in this SOW.
<br /> • SMS Response Messaging:TWI counu each message received,including responses,as a transaction.
<br /> • SMS Message Length:A standard text message is limited to 160 characters(including letters,numbers,spaces,symbols,and
<br /> punctuation). Alertworks will automatically break up the message and send it in separate messages. Each message sent will count
<br /> as a transaction.
<br /> • SMS Message Delivery:TWI cannot guarantee the delivery of every text message. Deliverability and response times are dependent
<br /> upon the carrier and their network.
<br /> • SMS Supported"Response"Messages:An end user can opt-out by replying with the text message,"STOP." This will block the
<br /> number from receiving future messages. The user may text back"RESUME"to unblock the number. The automatic STOP and
<br /> RESUME feature is not optional nor are the responses case sensitive. Alertworks will post response messages up to 5 days from the
<br /> time the recipient receives the message.
<br /> SOW8023d 10-14-13 Redwood City,CA Page 3 of 5 Initial
<br /> ATTY/AGR/2013.200/SOW Summation 360
<br /> REV:10-16-13 MLG
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