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HomeMy WebLinkAbout7 After Hours Answering Services Agenda Item # 07 TRUCKEE O i i Public Utility District �v< Staff Report To: Board of Directors From: Mary Chapman,Administrative Services Manager Data September 1, 2006 SUBJECT: Consideration of approving a contract for the provision of after hours telephone answering services 1. WHY THIS ITEM IS BEFORE THE BOARD For several years, the staff has been dissatisfied with the District's after hours answering service's ability to meet our needs to serve our customers. At the August 16, 2006 board meeting the Board held a workshop to discuss other options and a proposal from staff. The Board directed staff to bring back the proposal for consideration. 2. HISTORY Last year I brought a proposal to the Board for your consideration to change our after hours call handling to Cooperative Response Center (CRC). Dan Otteson from CRC came to the District to make a presentation to the Board describing their company and the services that they offer. At the time, the Board expressed concern that we might be taking business away from the local area. Since that time High Country Answering Service has been sold to PCMSI out of Erie, Pennsylvania. Because our needs are no longer being met by a local vendor, the Board indicated their interest in contracting with CRC out of Austin, Minnesota. 3. NEW INFORMATION I have obtained the Membership Agreement that will need to be executed in order to become full voting members of CRC. I have attached it to this report. I have also supplied copies to Steve Gross for review. Also included is a copy of CRC's 2005 Annual Report and their interim financial statements through July, 2006. 4. RECOMMENDATION That the Board direct the board president to execute the Membership Agreement with Cooperative Response Center, Inc. to provide after hours answering services. That the Board further authorize the administrative services manager to pay the required refundable equity investment in the amount of $10,000 in order to become full voting members as well as other setup, training and implementation fees. MEMBERSHIP AGREEMENT MEMBERSHIP AGREEMENT 3. Services. Member may purchase such Customer Contact Center Services, Central Station Alarm Monitoring Services, or the CRCLink E-Communications Software Program,hereinafter collectively"Services"or individually "Service," from CRC as Member may from time to time elect,provided that Member purchase at least one Service continuously for the minimum term set forth herein,pay the Service Fees with respect to such Service as set forth herein and otherwise comply with any applicable provisions set forth herein. The initial Services which Member elects to purchase from CRC are as follows: Customer Contact Center Services Central Station Alarm Monitoring Services CRCLink E-Communications Software Program Member may notify CRC of its desire to purchase any additional Service at any time after the commencement of the term of this Agreement. Services shall commence upon the installation by Member of the equipment or telecommunications services necessary to access and utilize such Services and receipt by CRC of any necessary worksheets, data base files and procedural instructions for each Service purchased. Services for any monitored location shall not commence until CRC has also received any necessary preliminary or final Notification Instructions and an acceptable test signal from that location. To the extent necessary to provide the services selected above, CRC grants Member, and Member accepts, a nonexclusive, nontransferable license to use CRC's CRCLink e-communications software program in accordance with the terms and conditions of the CRCLink Software License Agreement attached hereto as Exhibit C. 4. Fees. Member shall pay CRC an Initial Membership Fee of $2,500.00 upon execution of this Agreement. Member shall also pay CRC any Setup Fees and Monthly Service Fees for the Services purchased by Member as specified above or subsequently selected by Member,as such Setup Fees and Monthly Service Fees are set forth in Exhibits A, B, and C. CRC, with the approval of its Board of Directors, may change the Monthly Service Fees upon 90 days'prior written notice to Member. Setup Fees shall be due and payable in advance of the commencement of any selected Service. Monthly Services Fees shall be invoiced to Member and shall be due and payable within 15 days of the date of such invoice. Member shall be charged and agrees to pay a late payment charge of 1.5 percent per month or fraction thereof on any amount not paid within 15 days of the date of an invoice. In the event that Member should default in the full and timely payment of any fee due hereunder and fails to cure such default within 10 days of notice by CRC, CRC may, in addition to any remedies provided by law or this Agreement,(i)suspend any and all Services to Member and/or its Subscribers; (ii)provide Services to and receive payment through another CRC member for Member's Subscribers; and/or(iii)commence an action to collect such past-due amounts. 5. Member's Obligations. Member shall be responsible for obtaining, installing, maintaining, and repairing any and all equipment necessary to access or utilize those Services selected by Member, for maintaining proper telephone communications with CRC which also deliver automatic number identification, for designating and making readily available a contact person(s) for all standard operating procedures for those Services,as well as other personnel should Services require dispatching or other assistance during a peak calling event. Member shall notify CRC in a timely manner of any modifications or changes in any data base files, disconnected accounts, Notification Instructions or procedural instructions, or for any requested telephone notification services. With respect to Central Station Alarm Monitoring Services, Member shall directly enter into an alarm monitoring agreement with each of its Subscribers and shall require that each of its Subscribers agree to be responsible for any and all costs charged by any Responder as the result of being notified by CRC of the receipt of a signal from such Subscriber's System. 6. Term. This Agreement shall commence upon the date hereof and continue for a period of two years. Member shall be required to purchase at least one of the Services described herein continuously during such initial term. Thereafter, this Agreement shall be automatically renewed for additional one year terms unless one party shall give the other party written notice of its intent to terminate this Agreement at least 90 days prior to the expiration of the initial term or any renewal term.In the event that this Agreement is terminated by Member without cause prior to its expiration, Member agrees to pay CRC for each of the services purchased by Member, as liquidated damages,an amount equal to the average of all monthly fees for that service paid by Member during the 12 months prior to termination, or the number of months that the Agreement has been in effect, whichever is less, times the number of months remaining in the term of this Agreement. Such amount shall be due on the 15th day of the month following such termination. Revised 7-10-06 16.Termination. Member agrees that it will not provide any of the above-described Services,or any other services substantially equivalent thereto,which affect competition with CRC during the term of this Agreement,or this Agreement may be terminated by CRC prior to the expiration of the term. This Agreement may be terminated by either party prior to the expiration of the term upon the occurrence of any of the following events: (a) The other party is in breach of any material provision of this Agreement and fails to remedy such breach within 10 days after written notice of such breach from the non-breaching party,provided, however,that in the case of a breach by Member that consists of the failure to subscribe to at least one Service, notice of such breach shall not be given until Member has failed to subscribe to at least one Service for at least one year; (b) The other party becomes insolvent, files for bankruptcy protection or other relief from its creditors, or is otherwise the subject of a bankruptcy petition, or makes an assignment for the benefit of its creditors;or (c) The other party is in noncompliance of any federal,state or local statute,ordinance,regulation or rule and fails to cure such noncompliance within 10 days of written notice of noncompliance from the first party. 17. Notices. Any notice required hereunder shall be effective upon deposit in the U.S. mail, postage prepaid, addressed to the appropriate party at the following addresses: CRC Member Cooperative Response Center,Inc. 2000 8`h Street NW Austin,MN 55912 18. Entire Agreement:Modification. This Agreement constitutes the entire agreement between the parties, and no modification hereof shall be valid except in writing signed by both parries. 19. Governing Law. This Agreement shall be interpreted according to and governed by the laws of the State of Minnesota. IN WITNESS WHEREOF,the parties have hereunto set their hands the day and year first above written. COOPERATIVE RESPONSE CENTER,INC. By Its President and Chief Executive Officer MEMBER By Its Revised 7-10-06 Overflow Base Fees(Per Meter) $0.025 Inbound Voice $3.38 Inbound Data $1.70 Inbound Front End Greetings $1.70 Outbound Voice $3.38 Outbound Data $1.70 DBS/DirecTV and ISP(WildBlue) Base Fees(Per Meter) None Inbound Voice $2.75 Inbound Data NA Inbound Front End Greetings None Outbound Voice None Outbound Data $1.38 Inbound Sales(DBS/DirecTV only) $25.00 Propane Base Fees(Per Meter) None Inbound Voice $2.75 Inbound Data $138 Inbound Front End Greetings None Outbound Voice $2.75 Outbound Data $1.38 Specialty Base Fees(Per Meter) None Inbound Voice $2.75 Inbound Data $1.38 Inbound Front End Greetings None Outbound Voice $2.75 Outbound Data $138 Volume Discounts for Customer Contact Center Services 5%discount of total inbound call charges if total inbound calls completed equal 1,500-2,999 10%discount of total inbound call charges if total inbound calls completed equal 3,000-5,999 20%discount of total inbound call charges if total inbound calls completed equal 6,000+ Revised 7-10-06 EXHIBIT C CRCLINK""&COMMUNICATIONS SOFTWARE LICENSE AGREEMENT CRCLink e-communications software program (the "Software") is designed to provide an interface between a Member's customer information system and CRC's local database to facilitate electronic communication, outage analysis, and report management between CRC and Member. CRC grants Member, and Member accepts, a nonexclusive,nontransferable license to use the Software,in accordance with the following terms and conditions: 1. License. CRC grants Member a nonexclusive, nontransferable license to use the Software for internal use only in conjunction with the subscription by Member to Services on one computer or a computer network,at the Member's location. 2. Term. The License granted herein shall be coincident with the term of Member's Membership Agreement. 3. License Fees. Member shall pay CRC a Monthly License Fee,as follows,in advance on the first day of each month during the term of this Agreement. The License Fee shall be in addition to the Membership and Service Fees. CRC,with the approval of its Board of Directors,may increase the Monthly License Fee upon 90 days'prior written notice to Member. Single User License $150.00 Network License(2-5 Users) $250.00 Network License(6-10 Users) $275.00 Network License(I I+Users) $300.00 Interface Add On Module(Customer Information System) $25.00 Interface Add On Module(Outage Management) $25.00 Interface Add On Module(Automated Meter Reading) $25.00 Interface Only(Customer Information System) $50.00 Interface Only(Outage Management) $50.00 Interface Only(Automated Meter Reading) $50.00 CRCLink-Training Fees On-Site(Ist Day) $530.00 On-Site(2nd Day) S265.00 CRC Site(Per Day) S 132.50 Web-Based(Per Session) S 132.50 4. Ownership. The Software and all copies thereof, including translations, compilations, partial copies with modifications and updated works,are proprietary to CRC,and title thereto shall remain in CRC. All applicable know-how,trade secrets,patents,trademarks and copyrights in the Software and any modifications thereto are,and shall remain, the property of CRC. Member shall not remove, alter or destroy any form of copyright notice, proprietary markings or confidential legends placed upon or contained in the Software. 5. Restrictions. Member shall not translate, disassemble, reverse engineer, decompile or otherwise attempt to reconstruct or discover any source code or underlying ideas or algorithms of, or embodied in, the Software. Member shall not cause or permit unauthorized copying,reproduction or disclosure of any portion of the Software to any third party, for any purpose whatsoever, including, but not limited to, transmission, uploading, downloading,or operating the Software as a timeshare or service bureau without the prior written consent of CRC. 6. Confidentiality. Member acknowledges that the Software contains trade secrets and other proprietary information of CRC. Member shall permit access to the Software only by its employees that have a need to know in connection with the License granted herein. Member shall secure and protect the Software and any copies thereof in a manner consistent with the maintenance of CRC's rights therein and shall take appropriate action by instruction or agreement with its employees who are permitted access to the Software to satisfy its obligations hereunder. Member shall maintain the confidentiality of the Software using the same care as Member uses to maintain the confidentiality of its own confidential information. Member acknowledges that the disclosure of any aspect of the Software,or any other confidential information referred to herein,will immediately give rise to irreparable injury to CRC inadequately compensable by damages at law,and CRC shall be entitled to obtain immediate injunctive relief Revised 7-10-06 COOPERATIVE RESPONSE CENTER,INC. EQUITY INVESTMENT SUBSCRIPTION AGREEMENT Class A Initial Membership This Agreement is made by and between Cooperative Response Center, Inc., a Minnesota Cooperative, ("CRC")and , a new CRC member ("Member"), as of the date set forth for CRC's acceptance on the signature page hereof. WHEREAS, CRC is authorized to issue equity investments as provided in its Restated and Amended Articles of Incorporation (the "Articles"), under terms determined by the Board of Directors of CRC (the"Board"); WHEREAS, the Board has established a class of equity investment designated as Class A Equity Investment (the "Class A Equity Investment"), the terms of which are set forth in resolutions (the "Resolutions") of the Board adopted on October 1, 2003, a copy of which has been provided to the Member; WHEREAS, the Member has executed a Membership Agreement to become a member of CRC; WHEREAS, under the Membership Agreement, the Member has the option to guarantee the repayment of up to $10,000 of the debt of CRC to National Rural Utilities Cooperative Finance Corporation(the"Guarantee"),or to purchase a$10,000 Class A Equity Investment; and WHEREAS, the Member has elected to subscribe for and purchase a Class A Equity Investment in lieu of making the Guarantee,pursuant to the terms of this Agreement. Now, THEREFORE, in consideration of the terms and conditions contained herein the parties agree as follows: 1. Subscription. Member hereby subscribes for a Class A Equity Investment at a purchase price of$10,000, payment for which accompanies this Agreement. The obligation of CRC to issue the Class A Equity Investment shall be subject to acceptance by its signature hereto. 2. Redemption. Except as provided in the Articles or Resolutions, Member's Class A Equity Investment is not redeemable or refundable except in the sole discretion of the Board. 3. Non-negotiable /Non-transferable. Member acknowledges that (i) the Class A Equity Investment and Member's rights pursuant to this Agreement are non-transferable and non-negotiable, and any attempt to transfer the Class A Equity Investment or such rights shall be void; (ii) that its purchase of any Class A Equity Investment is for investment only, and that Member has no current intention of reselling or disposing of the Class A Equity Investment in Revised 10-31-03 8. General. This Agreement contains the complete and exclusive agreement between the parties regarding the subject matter hereof, supersedes all prior communications, and may not be waived or modified except by written agreement of the parties. It shall be binding upon the parties, and their successors and assigns. This Agreement shall be governed by, and interpreted under, the laws of the State of Minnesota, notwithstanding any conflicts or choice of laws provisions thereof. Member shall not assign or transfer any rights or obligations under this Agreement without CRC's prior written consent. Any action relating to this Agreement, or in any way arising under this Agreement, shall be venued exclusively in the courts of Minnesota, or the Federal Courts for the District of Minnesota. Member hereby consents to such venue and the jurisdiction of such courts. If any portion of this Agreement shall be held unenforceable, the remaining portions shall remain in full force and effect. No delay or failure by a party in exercising a right under this Agreement shall be a waiver of that or any other right. MEMBER By: Address TIN# The foregoing subscription is hereby accepted: COOPERATIVE RESPONSE CENTER, INC. By: Its: President and Chief Executive Officer Dated: 3 Revised 10-31-03 Resolved, that a class of equity investment as authorized under Section 5 of the Articles of Incorporation of Cooperative Response Center, Inc. ("hereafter the "Corporation"), designated as the "Class B Equity Investment", is hereby established, which Class B Equity Investment entitles the record holder thereof to a non- cumulative dividend equal to a percentage per annum as may be determined from time to time by the Board of Directors, not to exceed 8%, of the weighted average amount of the holder's dollar investment in the Class B Equity Investment, computed as of the record date determined by the Board of Directors, over the period commencing on the date of issuance of the Class B Equity Investment by the Corporation, or the last record date of any previously declared dividend on the Class B Equity Investment, which ever is later, through the day prior to the record date so determined by the Board of Directors. Resolved further, that the ownership of a Class A Equity Investment and Class B Equity Investment (together referred to as an "Equity Investment" or "Equity Investments") shall be recorded on the record books of the Corporation, and shall not be certificated; provided that the Corporation will, at reasonable times and intervals, upon the written request of any record holder thereof, provide such Approved by Board of Directors on 10-1-03 2 Directors may determine, and the Corporation shall redeem all of the Equity Investments of any entity who ceases to be a member of the Corporation within 90 days of the termination of such entity's membership with the Corporation, in such manner as the Corporation may prescribe. Resolved further, that the Equity Investments shall be issued in increments of $10,000. Resolved further, that the Corporation shall offer to sell, and each member of the Corporation who is or becomes a member of the Corporation on or before October 31 , 2003, shall be entitled to acquire from the Corporation, a Class A Equity Investment in the amount of $10,000, under such terms and conditions as the President of the Corporation deems appropriate and in the Corporation's best interests, consistent with the Corporation's Articles of Incorporation and the resolutions adopted herewith. Resolved further, that the Corporation shall offer to sell, and each member of the Corporation who is or becomes a member of the Corporation on or before October Approved by Board of Directors on 10-1-03 4 Resolved further, that the offer and issuance of the Equity Investments is intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, and Rule 506 adopted thereunder, and under the securities laws of the various states, and that, on behalf of the Corporation, the President of the Corporation is authorized to prepare, execute and file a Form D with the Securities and Exchange Commission, and to execute, deliver and file such other documents and take such other actions as may be appropriate, to effect such exemptions. Resolved further, that the Board of Directors authorizes the use of an Investment Agreement for the offer and sale of the Equity Investments in a form similar to that presented at this meeting, subject to such modifications, additions and deletions as the President may deem proper and in the Corporation's best interest, subject to approval by legal counsel. Resolved further, that the President and each other officer of the corporation is authorized to execute and deliver such documents on behalf of the Corporation, and take such action, as each deems appropriate and in the best interests of the Corporation, to carry out the terms and intent of the foregoing resolutions. Approved by Board of Directors on 10-1-03 6 2005 ANNUAL REPORT { e a u 1 w'' x> w JJ �Y i i DAM 2 .. ------- SIX:! . Cooperative Response Center, Inc. ?,.A Ti MessageToMembers ssociate Members. . . Th year's theme for Cooperative be pleased with CRC's financial results. limitations,one of the goals is to ensure I Reonse Center,Inc.'s(CRC)annual CRC averaged a 4(or'very good'on a 1-5 that future board members have the report is"Iq -0i e Matters." These rating system)in over&Wltatish ioii-fh same breadth,depth and commitment da'it se�we live and work in an 2005 by members, to CRC as past and present board em tonme where time is of the and other customer An o uaationa(` members. e pee-arm was no exception. assessment(empl "e opii>x survey} Tls were` s occasions in 2005, was also done in 2'"'Y' "e><xip y CRC continues to focus on delivering at least from CRCrs vantage point,where could provide feedback to senior, localized,yet nationwide,consumer call time was of the essence in your day-to- management on how CRC is doing in handling contact center and centralIs AMg * MP Oyees gave is also committed torests n positive rat p g,ant and organizational values.�doing so,s �� for improvements Else CRC appreciates the support, subsequently evaluates commitment and teamwork of its �;_ n ff employees.The ad members and associate members. hoursafter continued imp As always,CRC welcomes suggestions � (on procedures,atad txo�. •tox ,bf__ on ways to serve you better. Bezng tie useaf thnot foe ' events raccnrxl ant thesetex c e M V5r> associate member fi to help CRC mans t � A Yh explore opportune# b �* Steven J.ntrtn Healy A new"catch me alt(y�� of chan Pierce-Pepin Cooperanve Sernces the month"program eras, Fl,sworth,Wisconsin 3 ' m 2005 and launched in zo e r employees for service eer axer of CRC's organizational values t CRC's Board of D iectvrs a tt focus on the m�entati f M Dale Bradshaw kale Hendrickson Brian Newton l Treasurer Director ` Director. Prince George Electric Cooperative Todd-Wadena Electric CooperativeConsolidated Electric Cooperative Waverly,Virginia Wadena,Minnesota Mount Gilead,Ohio District; District r District 2 Steve GIaim Raleigh HenryMark Pendergast Director irecror" Polk-Burnett Director . Siiern Rivers Energy St.Croix Electnc Cooperativt.. Centuruq Wisconsad "ill 14mesville,Georgia Hammond,Wisconsin District 2 . ;z District I District Steven Healy Robert Matheny Kenneth Ritchey Vice-Cirman.. Tips tart' , Pierce Pepin Cooperative Services Sequachee Valley Electric Cooperative t REMC South Pittsb 'hnnessee ,f .Gin�l>diaa¢ r f . r t ;� ed anci S t r T o ars AEg DiceTpt 4o4 Balance Sheet Statement Of ,'�"tions Statement Of Cash Flows ASSETS � d a4o _ OPERATING REVENUES CASH FLOWS FROM j CURRENT ASSETS Contact Center t44ft7Q OPERATING ACTIVITIES [ Cash and Cash Equivalents {,� Central Station Net Income ' " Accounts Receivable 5 . CRCLink ` Other Current Assets 3>$S4 Other Revenue '' Adjustments to Reconcile Net Income to Cash Total Current Assets #tllo Total Operating Revenues Provided by Operating Activities PROPERTY AND EQUIPMENT OPERATING EXPENSES Net Cash Provided by Land `1.4 Operation Expenses �( Operating Activities Building JA4440T: Marketing and Sales Expenses " Office and Computer Equipment d6 Admire,and General Expenses r CASH FLOWS FROM ? 'r Transportation Equipment Depreciation Expense INVESTING ACTIVITIES Total Property&Equipment ,x}ttayy Interest on Long Term Debt Net Cash(Used)by Less:Accumulated Depreciation Investing Activities Net Property and Equipment �,ts ,C+tr" Total Operating Expenses Other Assets CASH FLOWS FROM OPERATING INCOME trdr FINANCING ACTIVITIES Total Assets S3,gcsofi Net Cash Provided(Used)by OTHER INCOME Financing Activities A. Interest Income LIABILITIES AND Capital Credits s NET INCREASE(DECREASE)IN MEMBERS'EQUITY Gain on Sale of Property&Equip. CASH AND CASH EQUIVALENTS x 1 ' CURRENT LIABILITIES Total Other Income ;} CASH AND CASH EQUIVALENTS Accounts Payable *1494 � � AT BEGINNING OF PERIOD Accrued Liabilities Provision for Income Tax Current Maturities of - CASH AND CASH EQUIVALENTS Term Debt NET MARGINS Long-Term END OF PERIOD Total Current LiabilitiesLONG- $,trg (NETO CURRENT Highlights Performance Measures (NET OF CURRENT MATURITIES) - Notes Payable r Capital Lease P ,. Total Revenues Net Income Total Assets Total Long Term Debt # 44 z $b]f9.o ,ao.00 $4,69oo99 S6 000 o00 $tl 49,zoo,aoo ACCUMULATED PROVISIONS ""°' �190.000 'tl S� f $Srssoo S,.Boo CRC FOR PENSION AND BENEFITS tl.00ga _ 600,00a S v>z) $3000,00o zo oAa65trtetNW 9jB Heswce linW MEMBERS'EQUITY _ i 7 � St q Auss4 MNS$grs FJ®6p,I19 J]Jv] $,,aoo 00o q fz,600.000 �°°�5%11J x{oa Rwor RJ 999 tl]oo ' - Fa S%-gJJ aojv Fa qa,. ,9qq tllba t- - fi z5o,aoo aao, $i000 www Total Liabilities&Members'Equity oaj oaq oof aoa3 zao� ioo$ zoa} vooq soo5 Members CRC Cooperative Response Center,Inc. Associate Members ALABAMA MARYLAND OKLAHOMA Cherokee Electric Cooperative Aug-94 Home Call,Inc. July-05 Central Rural Electric Cooperative Jun-03 Maryland Electric Cooperative Sand Mountain Electric Cooperative Oct-00 Southern Jan 03 Cotton Electric Cooperative May-03 a Tombigbee Electric Cooperative Oct-02 Oklahoma Electric Cooperative Apr-04 MAINE Tri-County Electric Cooperative Oct-99 ? ARKANSAS Fox Island Electric Cooperative Feb-99 a a Mississippi County Electric Cooperative May-02 Home Support Services Nov-OS OREGON Southwest Arkansas Electric Cooperative Feb-02 Blachly-Lane Electric Co-op Dec-05 MICHIGAN Central Electric Cooperative Mar-02 ARIZONA Alger Delta Electric Cooperative Dec-96 Coos-Curry Electric Cooperative Nov-04 Sulphur Springs Valley Electric Cooperative Mar-03 Alpena Power Company Dec-03 Lane Electric Cooperative Dec-02 Cloverlsnd Electric Cooperative Jun-94 CALIFORNIA Homeworks Tri-County Electric Cooperative May-95 PENNSYLVANIA All Protected Monitored Security Aug-03 Midwest Energy Cooperative Dec-(A Northwestern RECA Sep-04 Interactive Response Dec-03 Presque Isle Electric&Gas Cooperative Oct-95 Presbyterian Homes Westminster Cottage Aug-05 Reed City Power Line Supply Apr-03 United Electric Cooperative Jun-94 COLORADO Morgan County REA Sep-(IS MINNESOTA SOUTH CAROLINA Poucire Valley REA Jan-03 Austin Utilities Dec-02 Blue Ridge Electric Cooperative,Inc. Feb-04 Brown County REA Oct-93 Coastal Electric Cooperative,Inc. Jun-05 FLORIDA Cole's Electric Service Sep-04 Talquin Electric Cooperative Oct-01 Cooperative Light&Power Association Nov-92 SOUTH DAKOTA West Florida Electric Cooperative Jan-01 East Central Energy Sep-94 Bon HommeYankton Electric Association Jan-94 Freeborn-Mower Cooperative Services Oct-92 Clay-Union Electric Corporation Jan-94 GEORGIA Home Systems Installation Jan-05 Dakota Energy Jun-98 North Georgia EMC Sep-99 Jamie Peterson Communications Mar-05 H-D Electric Cooperative May-94 Southern Rivers Energy Dec-02 KMTelecom Oct-05 Northern Electric Cooperative Inc. May-94 KNR Communication Services,Inc. Dec-04 IOWA Lenard Electric,Inc. Oct-05 TENNESSEE Allamakee-Clayton Electric Cooperative Nov-92 Lyon-Lincoln Electric Cooperative Nov-92 Bledsoe Telephone Cooperative May-01 Butler County Rural Electric Cooperative Mar-98 McLeod Cooperative Power Association Feb-93 Sequachee Valley Electric Cooperative Nov-98 Calhoun County Electric Cooperative Jun-04 Meeker Cooperative Oct-00 Clarence Telephone Company Jan-01 Minnesota Valley Cooperative Light&Power Assn. Jan-98 TEXAS - Franklin Rural Electric Cooperative Aug-95 Minnesota Valley Electric Cooperative Jan-93 Cherokee County Electric Cooperative Dec-02 Guthrie County RECA Nov-96 Nobles Cooperative Electric Feb-93 Deaf Smith Electric Cooperative Dec02 Hawkeye REC Oct-92 People's Cooperative Services Oct-92 Nueces Electric Cooperative Dec-01 Home Technology Systems Mar-01 People's Security Company Jan-04 Robstown Utility Systems Mar-05 Maquoketa Valley Electric Cooperative Oct-92 Renville-Sibley Cooperative Power Association Jul-93 Swisher Electric Co-op,Inc. Feb-04 Midland Power Cooperative Jan-93 Secure America Feb-05 West Oaks Independent Living Mar-02 Nishnabotna Valley Rural Electric Cooperative May-99 Todd Wade=Electric Cooperative Oct-93 Pella Rural Electric Cooperative Nov-97 Traverse Electric Cooperative Mar-93 VIRGINIA Point 2 Point Communications Sep-05 Tri-County Electric Cooperative Oct-92 A&N Electric Cooperative Apr-01 Prairie Energy Cooperative Nov-93 Wood City Lights and Sound Jun-05 BARC Electric Cooperative Mar-04 Prairie Holdings Sep-94 Woodstock Telephone Company Sep-05 Community Electric Cooperative Dec-03 Southern Iowa Electric Cooperative Oct-95 Northern Neck Electric Cooperative Mar-04 Woodbury County RECA Oct-02 MISSOURI Prince George Electric Cooperative Oct-00 Citizens Electric Corporation Apr-01 Rappahannock Electric Cooperative Jan04 IDAHO Fanners Electric Cooperative Oct-95 Salmon River Electric Cooperative Apr-00 Laclede Electric Cooperative Jan-99 WASHINGTON Inland Power and Light Jun-00 ILLINOIS MISSISSIPPI Champion Air Compressors Jun-04 Northcentral Mississippi EPA Jan-05 WISCONSIN Clay Electric Cooperative May-94 Yazoo Valley Electric Pourer Association Jul-05 A-2 Security Mar-05 Egyptian Electric Cooperative Jan-05 Adams-Columbia Electric Cooperative Nov-92 Illinois Rural Electric Cooperative Feb-03 NORTH CAROLINA AdvantaCom,LLC Jun-05 Jo-Carroll Energy Nov-92 Cooperative Services Center Jan-01 Barron Electric Cooperative Feb-03 MJM Electric Cooperative Aug-02 Roanoke On-Line,LLC Feb-04 Central Wisconsin Electric Cooperative Nov-96 Norris Electric Cooperative Dec-01 Triangle Services Jan-01 Chibardun Telephone Cooperative Oct-03 Shelby Electric Cooperative Aug-97 Chippewa Valley Electric Cooperative Oct-92 Southwestern Electric Cooperative Apr-94 NORTH DAKOTA Clark Electric Cooperative Dec-92 Cass County Electric Cooperative Apr-02 Dairyland Power Cooperative Jan-99 BVDIANA Dakota Alarm Nov-03 Dunn Energy Cooperative Oct-92 Bartholomew County REMC Jul-94 Eau Claire Energy Cooperative Oct-92 Central Indiana Power Aug-03 NEBRASKA Fast Alert Alarm&Security Jan-05 Daviess-Martin County REMC Dec-05 Nebraska Custom Installations,Inc. Dec-04 Jackson Electric Cooperative Oct-92 Decatur County REMC Mar-00 Southern Public Power District Mar-03 Jump River Electric Cooperative Feb-03 Fulton County REMC Oct-96 Madison Midwest Security May-04 Harrison REMC Jul-01 NEW JERSEY Midwest Security and Fire fun-03 Jay County REMC Sep-94 Sussex Rural Electric Cooperative Oct-98 Oakdale Electric Cooperative Nov-92 Kolb&Associates,Ltd. Jan-01 Oconto Electric Cooperative Aug-99 Noble REMC Jut-99 NEVADA Pierce-Pepin Cooperative Services Nov-92 Pulaski White Jul-05 Mt.Wheeler Power,Inc. Jun-05 Polk-Burnett Electric Cooperative Nov-92 Rush Shelby Energy Mar-99 Valley Electric Association Jan-05 Premier Technologies Jul-04 South Central Indiana REMC Oct-94 Wells REC Feb-96 Price Electric Cooperative Oct-92 Tipmont REMC May-94 Reedsburg Utility Commission Oct-05 United REMC May-94 OHIO Richland Electric Cooperative Nov-94 Whitewater Valley REMC Apr-94 Buckeye Rural Electric Cooperative Mar-99 Riverland Energy Cooperative Nov-92 WIN Energy REMC Apr-01 Consolidated Electric Cooperative May-94 Rural Electric Supply Cooperative(RESCO) Feb-03 Darke Rural Electric Cooperative Feb-03 Scenic Rivers Energy Cooperative Aug-00 KANSAS Energy Cooperative Feb-98 St.Croix Electric Cooperative Nov-92 g Ark Valley Electric Cooperative Jun-04 Firelands Electric Cooperative Dec-W Tech Com,Inc. Feb-02 } Butler REC,Inc. May-05 Frontier Power Company Mar-98 J Wheatland Electric Cooperative Apo-97 Grace Brethren Village Jun-04 Guernsey-Muskingum Electric Cooperative Jun-02 KENTUCKY Hancock-Wood Electric Cooperative May-97 J Fleming-Mason Energy Cooperative Nov-03 Holmes-Wayne Cooperative Oct-01 Inter-County Energy Cooperative Dec-05 Horner Networks,LLC D-05 Lake Village Water Association Jan-03 Logan County Cooperative Power&Light Assn. Jan-98 Shelby Energy Cooperative Sep-99 Lorain Medina Electric Cooperative Jan-97 j South Kentucky RECC Jul-03 Midwest Electric Nov-01 - North Central Electric Co-op,Inc. Sep-05 LOUISIANA North Western Electric Cooperative Jan-03 Washington St.Tammany Electric Cooperative Jan-03 OTEC Communication Jun-03 Pioneer Rural Electric Cooperative May-97 Union Rural Electric Cooperative Aug-94 Washington Electric Cooperative May-01 3 JULY, 2006 INTERIM FINANCIAL STATEMENTS Cooperative Response Center, Inc. Interim Financial Statements For the Seven Months Ending July 31,2006 BALANCE SHEET STATEMENT OF OPERATIONS STATEMENT OF CASH FLOWS July 31,2006 For the Seven Months Ending July 31,2006 For the Seven Months Ending July 31,2006 E ASSETS OPERATING REVENUES CASH FLOWS FROM OPERATING ACTIVITIES CURRENT ASSETS Contact Center $ 3,178,841 Net Income Cash and Cash Equivalents $ 377,661 q $ 670,239 Central Station 678,927 Accounts Receivable 781,386 CRCLink 226,873 Adjustments to Reconcile Net Income to Cash Other Current Assets 72,560 Other Revenue 6,637 Provided by Operating Activities 102,799 Total Current Assets $ 1,524,184 Total Operating Revenues $ 4,091,276 Net Cash Provided by Operating Activities $ 480,460 i PROPERTY AND EQUIPMENT OPERATING EXPENSES CASH FLOWS FROM INVESTING ACTIVITIES Land $ 237,978 Operation Expenses $ 1,897,195 Building 1,573,397 Marketing and Sales Expenses 379,795 Net Cash(Used)by Investing Activities $ (238,073) Office and Computer Equipment 2,773,842 Administrative and General Expenses 1,186,167 Total Property&Equipment $ 4,585,217 Depreciation Expense 234,933 CASH FLOWS FROM FINANCING ACTIVITIES Less:Accumulated Depreciation $ (2,037,142) Interest on Long Term Debt 59,751 Net Property and Equipment $ 2,548,074 Net Cash Provided(Used)by Financing Activities $ (83,345) Other Assets 287,017 Total Operating Expenses $ 3,757,842 NET INCREASE(DECREASE)IN CASH Total Assets $ 4,359,276 OPERATING INCOME(LOSS) AND CASH EQUIVALENTS $ 159,042 LIABILITIES AND MEMBERS'EQUITY OTHER INCOME(EXPENSE) CASH AND CASH EQUIVALENTS AT CURRENT LIABILITIES Interest Income $ 18,305 BEGINNING OF PERIOD 511,197 Accounts Payable $ 63,028 Capital Credits 2,542 Accrued Liabilities (19,743) User's Conference 24,820 CASH AND CASH EQUIVALENTS AT Current Maturities of Long-Term Debt 193,558 Gain on Sale of Property&Equipment (1,440) END OF PERIOD $ 670,238 Total Current Liabilities $ 493,430 Total Other Income $ 44,227 LONG-TERM DEBT(NET OF CURRENT MATURITIES) NET MARGINS $ 377,661 Notes Payable $ 1,734,852 Capital Lease - Other Long Term Debt 70,685 Total Long-Term Debt $ 1,805,537 MEMBERS'EQUITY Memberships $ 472,500 Additional Equity $ 1,462,661 Patronage Capital 98,928 Other Equities 26,220 Total Members'Equity $ 2,060,309 Total Liabilities&Members'Equity $ 4,359,276