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HomeMy WebLinkAboutSigma Communications/CCCREVERSE 911 ® INTERACTIVE COMMUNITY NOTIFICATION SYSTEM LICENSE AGREEMENT BETWEEN CARMEL CLAY COMMUNICATIONS CENTER AND SIGMA COMMUNICATIONS INC. REVERSE 911® SYSTEM PURCHASE AGREEMENT AND LICENSE THIS AGREEMENT ("Agreement") is made this 17~ day of December, 2001 between the City of Carmel (hereinafter the "Licensee") having its Home Office at: One Civic Square, Carreel, Indiana 46032 and installation address at: Cannel Clay Communications Center 31 First Avenue NW Carreel, Indiana 46032 and Sigma Communications, Inc., an Indiana corporation (hereinafter "Sigma") having its home office at 6720 Parkdale Place, Indianapolis, Indiana 46254-4668. WHEREAS, the Licensee is a Indiana Municipality and wishes to implement an automated telephone calling system to be used to enhance the public health and safety; and WHEREAS, Sigma is engaged in the business of selling, developing, distributing and licensing computer hardware and software having said application, NOW, THEREFORE, in consideration of the mutual premises contained in this Agreement, the Licensee and Sigma agree as follows: SECTION A DUTIES OF SIGMA A1.0 1.1 Grant of REVERSE 911® Software License Sigma hereby grants to the Ucensee and the Licensee accepts a non-transferable and non-exclusive license to use the software materials described in Exhibit "F" (Software Description) (hereinafter "REVERSE 911® Software") in any machine readable form on the Equipment described in Exhibit A in accordance with the terms and conditions contained herein. 1.2 This Agreement is a license only, and the Licensee shall have the rights of a Ucensee only. The Licensee acknowledges Sigma's ownership of REVERSE 911® Software, and agrees that all dght, title and interest in and to REVERSE 911 ® Software, except as specifically and expressly set forth in this Agreement, shall remain in and exclusively with Sigma. 1.3 REVERSE 911® Software license does not include REVERSE 911® Software Source Code. Source Code is defined as the software statements produced by Sigma that contain the MS Access?M (Microsoff Corporation) source statements and logic used to wdte, amend, modify, and customize REVERSE 911® Software. 1.4 REVERSE 911® software includes one (1) compiled master copy of REVERSE 911® Software. 1.5 REVERSE 911® software is subject to the non-exclusive license granted in this Agreement and any software produced by Sigma as may be included within REVERSE 911® by an amendment to this Agreement signed by the parties hereto. 02/04/02 1 A2.0 Third Party Software This Agreement may include the sale of software not developed or licensed by Sigma. These software preducts are licensed to the Licensee under an Agreement previded by the manufacturer. A list of the Third Party Software included in this Agreement as set forth in Exhibit "A" and a copy of the license Agreement for the included third party software is attached in Exhibit "C" (Third Party Software). A3.0 3.1 3.2 3.3 A4.0 Calling Database Sigma will load onto Licensee's REVERSE 911 ® system a calling database meeting the specifications in Exhibit "H" (Database Specifications). The database (hereinatter "REVERSE 911® Database") will only be as accurate as the soume(s) of the database. Use of REVERSE 911 ® Database is restricted to use on the REVERSE 911® Configuration and subject to any other restrictions placed on it by the previder if applicable. The data previded by the database supplier will remain the preperty of that supplier. The licensee will agree to sign the license of the selected data previder (generally the local telephone company) covering use of said data pumuant to the use described in this document. The Convarsion of the data will include the creation of a database that includes the location (including geographic coordinates) of each telephone subscdber's address. The geographic coordinates remain the property of Sigma and may not be used for any other purpose. Sigma will take reasonable care to protect the confidentiality of the database according to the provisions of Section C, 12.0. REVERSE 911 ® Configuration REVERSE 911 ® software covered by this Agreement shall be used on the equipment listed in Exhibit "A" (Provided Equipment List hereinafter "REVERSE 911® Configuration"). All items in Exhibit "A" are being provided as part of this Agreement and will become the property of the Licensee upon final payment, AS.0 A6.0 Delivery Terms The REVERSE 911® system covered by this license will be prepared and delivered to the Licensee according to Exhibit "D" (Delivery Schedule). REVERSE 911 ® Installation Sigma will configure, test and install REVERSE 911® in accordance with the specifications listed herein. Installation for purposes of this Agreement shall be the date(s) on which the Provided Equipment (Exhibit "A") is installed at the customer's site, and a test call is performed. A7.0 Training One 8 (eight) hour training session, outlined in Exhibit G, is included in this Agreement. Additional training is available under separate agreement. SECTION B DUTIES OF LICENSEE B 1.0 Purchase Price, Payment, and Other Charges 1.1 1.2 The price for the REVERSE 911 ® Configuration as configured in Exhibit "A" (Provided Equipment List) and REVERSE 911® Software as describe in Exhibit "F" (Software Description) is $17,800.00 Payment will be made at the times and in the amounts as stated in Exhibit "B" (Payment Terms). Licensee will pay any applicable sales tax or use tax imposed by governmental authorities on the sales of the equipment and/or the software and other services pursuant to this Agreement. Licensee is a govemmeqtal agency and is exempt from tax. B 2.0 2.1 2.2 2.3 2.4 Site Preparation Licensee will prepare the installation site to accommodate the equipment in accordance with the following guidelines: REVERSE 911® console and CPU may be located at the Licensees discration provided that the telephone company interface to the phone lines to be used is located in the same building and within 100 feet of the console. All phone lines to be connected to REVERSE 911® will be installed at the direction and cost of the Licensee. The Licensee agrees to install all necessary power supplies for the CPU and all peripherals. The Licensee will be rasponsible for obtaining all consents necessary to connect any equipment included in REVERSE 911® Configuration (Section A, 4.0) and/or its peripherals to telecommunication lines. Such consents shall be obtained prior to the scheduled installation date. The Licensee rapresents and warrants to Sigma that: a) adequate electdcal power shall be provided to the CPU and the peripherals, b) the electrical system of the Licensee is adequate to safely operate the items in Exhibit "A" (Provided Equipment List) and all contemplated peripherals, and meets with all applicable codes, regulations, laws, standards and guidelines. The Licensee will be responsible for providing an environment for all items in Exhibit "A" (Provided Equipment List) that meets the requirements set forth in Exhibit "E" (Environmental Considerations). Failure to provide such an environment may delay the installation of the items in this Agreement. B 3.0 3.1 Authorized Use The Licensee may authorize end users, defined for purposes of this Agreement as its employees, volunteers, and officials to utilize REVERSE 911® Software subject to the following: 3.1.1 Each authorized end user shall be subject to the following statement acknowledging the terms and conditions of the end user right: This REVERSE 911® Software and all related tapes, diskettes and manuals are copyrighted property of Sigma, and use thereof is stdctly limited by United States Copyright law and the terms of a non-exclusive license Agreement (the "License Agreement") between Sigma and the City of Carreel. Unauthorized use or disclosure of such software and related tapes, diskettes or manuals constitutes infringement of Sigma's copyright and a violation of Title 17 of the United States Code and shall subject the infringing party to civil liability. Willful infringement shall also subject the infringing party to criminal liability (17 USC 5506). Your use of this program and all related tapes and documentation is limited as follows: (a) you may not modify and/or change REVERSE 911® Software into another program without the pdor wdtten consent of Sigma, which consent may be denied for any or no reason; (b) you may not transfer any copy of REVERSE 911® Software and/or the dght to use the same without pdor wdtten 0~O4/02 3 consent of Sigma, which consent may be denied for any or no reason; (c) all copies of REVERSE 911® Software, and its supporting documentation and the codes, data and information contained therein are proprietary to Sigma, constitute trade secrets of Sigma, and are the prepdetary property of Sigma, and must be returned to Sigma upon termination of the license Agreement; (d) you may not use, copy, modify, or transfer this program or any copy, modification, or merged portion, in whole or in part, except as expressly provided in the License Agreement; (e) if you transfer possession of any copy, modification or merged portion of REVERSE 911 ® Software to another party, your dght to use it shall automafically be terminated. 3.1.2 The Licensee may copy REVERSE 911 ® Software into any machine-readable form to be used solely for backup and archival purposes. Any other copying of the software is strictly prohibited and any backup copies are subject to all the terms of this Agreement. 3.1.3 The Licensee acknowledges that REVERSE 91'l® Software and its supporting documentation is proprietary information of Sigma and that it constitutes trade secrets of Sigma, and the Licensee may not use, copy, modify, or transfer the software or any copy, or modification thereof, in whole or in part, except as may otherwise be expressly provided for in this Agreement. 3.1.4 The non-exclusive license granted herein will automatically terminate upon the breach of any provision contained in Section B, 3.0. B 4,0 Unauthorized Use The Ucensee shall not permit any person who is not an authorized end-user of the Licensee to access any of REVERSE 911® Software or any other compiled software licensed hereunder. The Licensee will not allow the REVERSE 911 ® Software to be used in any manner that is a violation of State or Federal law, in particular but not limited to, laws restricting the use of Automated Calling. B5.0 B6.0 B7.0 Copyright The Licensee shall include the appropriate copyright notice on each display or other copy of REVERSE 911® Software and each copy of documentation used by its authorized end users. All documentation, software, and related materials provided by Sigma will contain the apprepdate copyright notice. Those copyright notices shall not be removed or diminished by the Licensee. Assignment and Sublicense The Licensee may not sublicense, assign or transfer this Agreement or the non-exclusive license granted or any portion thereof except as expressly provided in Section C 16 below. Unauthor=.zed Acts The Licensee agrees to notify Sigma immediately should it become aware of the unauthorized possession or use of any item supplied under this Agreement and of other information made available to the Licensee under this Agreement, by any person or entity not authorized by this Agreement to have such possession or use. The Licensee agrees to premptly fumish full details of such possession or use to Sigma, and will cooperate with Sigma (at Sigma's sole expense, provided the Licensee is not at fault) in any ritigation against third parties deemed necessary by Sigma to protect Sigma's proprietary rights. SECTION C GENERAL PROVISIONS C 1.0 Inspection To enable Sigma to take such steps as may be reasonable to protect its prepdetary rights, the Licensee shall permit representatives of Sigma to inspect during reasonable hours at any location at which REVERSE 911 ® and/or its supporting documentation is being used by the Licensee and authorized end users. C2.0 Maintenance During the warranty period Sigma will provide service to the Licensee pursuant to the terms of the Warranty in Section C7.0. Additionally, Sigma will provide dudng the Warranty period 800 phone support during normal business hours of 8:30 a.m. to 5:00 p.m. EST Mondays through Fridays (Excluding holidays). Emergency after hours support is available for a charge of 1.5 times current hourly rate. After the warranty period has expired, additional services and support are available under separate Agreement. C 3.0 3.1 3.2 3.3 C4.0 4.1 Acceptance The Licensee shall have a period of thirty (30) days after the latest date on which REVERSE 911® has been configured, tested, installed and a test call performed pursuant to paragraph A6.0 hereinabove, to test REVERSE 911® before acceptance. The Licensee is responsible fortesting REVERSE 911® during the Acceptance Period. The Licensee will be deemed to have accepted REVERSE 911® unless the Licensee notifies Sigma in writing prior to the expiration of such thirty (30) day period of all material defects and failures. Sigma shall have three (3) weeks ("Cure Period") from receipt of such notice to remedy such defects or failures. Within such Cure Period, Sigma shall remedy such defects or failures and notify the Licensee that such defects have been remedied. Unless the Licensee notifies Sigma in writing that there are still material defects or failures within three (3) weeks after Sigma notifies the Licensee that the defects and failures are remedied, ("Second Acceptance Period") it shall be deemed that the Licensee has accepted REVERSE 911 ®. In the event that the Licensee notifies Sigma in writing during the Second Acceptance Period that there are still material defects and/or failures, the Licensee may at the end of the Second Acceptance Period, terminate this Agreement. If Sigma does not notify the Licensee within the Second Cure Period that the defects and failures have been remedied, the Licensee shall have the right to terminate this Agreement at any time within two (2) weeks from the expiration of such Second Cure Pehod. In the event of termination, under this Section C, 3.0, the Licensee shall return REVERSE 911® to Sigma, Sigma shall promptly reimburse the Licensee for any portions of the purchase price therefore paid by the Licensee, and neither party shall have any further obligation to the other. Unless Sigma has been notified to the contrary, Sigma will assume that such testing has taken place and that REVERSE 911® has performed in a satisfactory manner. Sigma is relying on the Licensee to test REVERSE 911 ® and report any failure revealed by these tests or discovered during normal use. Arbitration If any dispute arises under the terms of this Agreement, the parties agree to select a mutually agreeable neutral third party to help mediate it. If the parties cannot agree on a mutually acceptable neutral third party to mediate within seven days after the dispute arises, or if mediation is unsuccessful, the parties agree that the dispute shall be decided by binding arbitration under the rules issued by the American Arbitration Association. The decision of the arbitrator shall be final. Cost and fees other than aftomey's fees associated with the mediation or arbitration shall be shared equally by the parties. The prevailing party shall have their attorneys' fee paid by the other party. 0~j04/02 5 C 5.0 5.1 5.2 5.3 C6.0 6.1 C7.0 7.1 7.2 7.3 Indemnity of Licensee Sigma shall indemnify, hold the Licensee harmless with respect to and defend any suit, claim, or proceeding brought against the Licensee or any of its representatives insofar as such claim. suit, or proceeding is based on an assertion that REVERSE 911® furnished by Sigma to the Licensee or the use thereof by the Ucensee constitutes an infringement of any third pady's proprietary rights, including, but not limited to, any copyright, trade secret or duly issued United States patent, provided, that: (1) the Licensee promptly informs Sigma of and furnishes it with a copy of each communication, notice or other action relating to the alleged infringement; (2) Sigma shall have sole control of the defense of any such claim, action, suit or proceeding, including negotiations and the conduct of all litigation; (3) Sigma receives from the Licensee all reasonably requested information and assistance necessary to defend or settle such suit or proceeding; (4) the Licensee shall not incur any cost or expense for Sigma's account without Sigma's prior written consent; and (5) all expenses incurred or amounts recovered in connection with such claim, whether by settlement or litigation, shall be for Sigma's account. Sigma shall have no liability to the Licensee hereunder or otherwise with respect to any claim of infringement which is based on the use of REVERSE 911 ® in combination with equipment or programs not supplied by Sigma, nor shall Sigma have any liability with respect to any claim of infringement based on use of REVERSE 911® in a manner other than as specified and approved by Sigma as set forth in this Agreement. THE FOREGOING STATES SIGMA'S ENTIRE LIABILITY HEREUNDER OR OTHERWISE WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS AND OTHER PROPRIETARY RIGHTS. If at any time any allegation of infringement with respect to REVERSE 911 ® is made or, in Sigma's opinion is likely to be made, Sigma may at its own expense and at its sole option procure for the Licensee the right to continue using REVERSE 911® or modif./or replace REVERSE 911® with equivalent programs so as to avoid the infdngement. Indemnity of Sigma The licensee shall indemnify, defend, and hold Sigma harmless with respect to and defend any suit, claim, or proceeding brought against Sigma pertaining to the use of REVERSE 911®, REVERSE 911® Configuration, REVERSE 911® Software or REVERSE 911® Database if and to the extent the same arises out of any negligence of the Licensee. Limited Warranty IF REVERSE 911® IS USED IN EMERGENCY SITUATIONS, THEN REVERSE 911® IS INTENDED TO ONLY INCREASE THE NOTICE WHICH WILL BE GIVEN. THERE iS AND CAN NOT BE ANY GUARANTEE THAT ALL PERSONS INTENDED TO BE CONTACTED WILL BE CONTACTED. SIGMA ACCEPTS NO RESPONSIBILITY FOR ANY FAILURE TO CONTACT ANY PERSON OR PERSONS AND IS NOT RESPONSIBLE FOR ANY DAMAGE OR iNJURY WHICH RESULTS FROM ANY FAILURE TO CONTACT ANYONE. SIGMA WILL REPAIR THE SYSTEM AS NECESSARY FOR A PERIOD OF 365 DAYS FROM THE DATE OF INSTALLATION. IT IS THE LICENSEE'S RESPONSIBILITY TO TEST REVERSE 911® AND MAKE CLAIM WITH RESPECT TO THE DEFECT DURING THE WARRANTY PERIOD FOR THE DEFECT TO BE FIXED FREE OF CHARGE BY SIGMA. ON DEFECTS FOUND AFTER THE WARRANTY PERIOD EXPIRES, SIGMA WILL REPAIR ON A TIME AND MATERIALS BASIS OR UNDER THE TERMS A SEPARATE MAINTENANCE AGREEMENT. EXCEPT FOR THE ABOVE WARRANTY, SIGMA PROVIDES NO OTHER WARRANTY OF ANY KIND; EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES C 8.0 8.1 8.2 8.3 C9.0 C t0.0 OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SIGMA'S WARRANTY OBLIGATION HEREIN IS STRICTLY LIMITED TO THE FORM OF REVERSE 911® AS DELIVERED TO THE LICENSEE. ANY MODIFICATION OR CHANGE MADE TO REVERSE 911® BY ANYONE OTHER THAN SIGMA SHALL AUTOMATICALLY CAUSE THIS WARRANTY TO BECOME NULL AND VOID FOR ALL PURPOSES AND SIGMA SHALL HAVE NO FURTHER WARRANTY OBLIGATIONS HEREUNDER. Limitation on Liability SIGMA SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER RESULTING FROM THE LICENSEE'S FAILURE TO TIMELY SUPPLY SIGMA WITH NECESSARY DATA, INFORMATION OR SPECIFICATIONS OR ANY CHANGES IN SUCH DATA, INFORMATION OR SPECIFICATIONS. ADDITIONALLY, SIGMA SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. SIGMA WILL NOT BE RESPONSIBLE FOR ANY PERSONAL INJURY, DEATH OR DAMAGE DUE TO THE USE, MISUSE OR FAILURE OF REVERSE 911®. SIGMA'S SOLE OBLIGATION FOR ANY DEFECTS OR FAILURE OF THE REVERSE 911® SYSTEM IS TO FIX THE REVERSE 911® SOFTWARE, DURING THE WARRANTY PERIOD. IN NO EVENT SHALL SIGMA'S TOTAL LIABILITY UNDER THIS AGREEMENT FOR ANY DAMAGES EXCEED THE AMOUNT PAID BY LICENSEE FOR THE REVERSE 911® SOFTWARE. Excused Performance Each party to this Agreement will be excused for any delay in its performance resulting from causes beyond its control and not attributable to its fault or negligence, including, but not limited to, delays in the performance by the other party, due to acts of God or of the public enemy, war, riot, civil disorder, embargo, fire, flood or strikes. Termination of Agreement This Agreement shall continue in full force and effect indefinitely from the date of execution, unless earlier terminated by wdtten Agreement of the parties. However, if either party is in default in the performance of its obligation hereunder, and such default shall have continued for thirty (30) days after written notice thereof shall have been given to such defaulting pady by the other party, such other party shall have the right to terminate this Agreement by giving seven (7) additional days written notice to the defaulting party; provided, however, that in the event the Ucensee is the defaulting party, the total amount set forth in Section B, 1.0 not yet paid shall immediately become due and payable so long as Sigma has Millled its obligation of delivery as set forth in Section A, 5.0, irs obligation to cure under Section C, 3.0 and is otherwise net in default under this agreement. In the event Sigma is the defaulting party, and has not complied with the delivery schedules of Section A, 5.0, the Ucensee shall have no further obligation for payments and shaIJ upon request be entitled to reimbursement of any monies paid; and, having been so reimbursed, be obligated to retum any and all copies of REVERSE 911 ® Software, REVERSE 911 ® Database and any equipment and supplies delivered to it or its representatives. The Licensee agrees upon termination for any reason whatsoever to return all copies and modifications in any form, whether in the possession of the Licensee and/or its authorized end users, or, in the altemative, to certify that all such modifications and copies have been destroyed. C 11.0 Breach and Waiver of Agreement 1 t .1 In the event of a breach or a threatened breach of this Agreement by either party, the other party shall be entitled to an injunction restraining the party that is about to commit, or who has committed, the breach, without showing or proving any actual damage sustained or about to be sustained. 02/05/02 7 11.2 No waiver, change, amendment or disclosure of any term or condition hereof or consent hereunder, shall be binding upon a party hereto unless made in wdting and signed by the party to be bound. A waiver of any breach of a provision of this Agreement shall not be deemed to be a waiver of any subsequent breach of said provision nor a waiver of any breach of any other provisions. C 12.0 Con~dentiality 12.1 Both parties agree to keep confidential during the term of this Agreement and thereafter any propdetary data or information obtained by it concerning the other party hereto; provided, however, there shall be no restdction concerning confidentiality or disclosure with respect to: 12.1 (i) information or data required to be disclosed by law or government requirements (to the extent of the disclosure required); (ii) information or data which at the time of disclosure is already lawfully in the possession of the receiving party; (iii) information or data which at the time of disclosure was lawfully or properly in the public domain; (iv) information or data which is the subject of independent development by the party receiving the information; or (v) information or data which is rightfully received from a third party and was in dghtful possession of the third party. C 13.0 Entire Agreement This Agreement supersedes any and all other Agreements, oral or wdtten, between the parties hereto and is the complete Agreement between the parties with respect to the subject matter hereof. No other Agreements, statement, promise or proposal relating to the subject matter of this Agreement which is not contained herein, or in documents expressly incorporated into this Agreement by reference herein, shall be valid or binding. C 14.0 Amendments This Agreement may be amended by the mutual Agreement of the parties hereto, expressed in writing, to be attached to and incorporated into this Agreement. C 15.0 Invalid Provisions In the event that any provision contained in this Agreement shall for any reason be held invalid or unenfomeable, such invalidity or non-enforceability shall not invalidate this Agreement in its entirety, it being the intent of the parties that a court of competent judsdiction shall reform the provision to reproduce its nearest enforceable economic equivalent. C 16.0 C 17.0 C 18.0 Assignment Neither this Agreement nor any obligation or duties hereunder shall be assigned by either party hereto, except as expressly provided herein, without the prior wdtten consent of the other party hereto. Notwithstanding the immediately foregoing, either party may assign this Agreement to any licensee with which it is affiliated or to a successor by purchase of substantially all of the assets or successor by merger or consolidation, provided; however that the assigning party shall continue to be responsible for its obligations hereunder unless written consent to the contrary is given by the other party hereto. Successors This Agreement shall inure to and bind the parties hereto and their respective heirs, devisees, legatees, successors, assigns, and legal representatives. Notice 0~j04/02 6 Any written notices required of either party by any provision of this Agreement shall be deemed effective on the date received by the party to Sigma and the Licensee by any reasonable, written means at the respective home offices of each as set forth herein above. C '19.0 Counterparts This Agreement may be executed in several counterparts and so executed shall constitute one Agreement, binding on all the parties hereto, even though all the parties are not signatory to the original or the same counterpart. Any counterpart of this Agreement, which has attached to it separate signature pages, which altogether contain the signatures of all parties, shall for all purposes be deemed a fully executed Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. SIGMA COMMUNICATIONS, INC. Printed: Gayl W. Doster Title: President Date: ~/V/~ ~ , ,Zj2 : 35- Title: 02/04/02 9 EXHIBIT A Provided Equipment: FAULT TOLERANT COMPUTER CONSISTING OF: Redundant, Hot Swappable 250W Powers Supplies Redundant, Hot Swappable 20 GB EIDE Hard Drives Pentium IlI 850 MHz Processor 128MBRam 19" 5U Positive Pressure Rack-Mount Chassis, meets EIA R8-310C Standard Replaceable Air Filter ON/OFF Switch Protection Cap Dual Hot-Swappable, Bali-Bearing Cooling Fans Shock-Mount Cushion for the Drive Bracket PERIPHERALS · 52x CD-ROM Drive or better · 1.44MB 3 ¼" Floppy Drive · Seagate 20 GB intemal IDE Tape Ddve · PCI SuperVGA Graphics Accelerator with Digital Video and 2MB DRAM · 17" Digital Multimedia Color Display · Color Ink Jet Printer · 104 Enhanced Keyboard · Microsoft PS/2 Mouse · 56K 3Corn Intemal Modem · Uninterruptible Power Supply · System Telephone VOICE · Two (2) 4 Port Voice Cards Provided 3~d Party Software: Windows® 2000 Professional Laplink® Backup Software Anti-Virus Software Maplnfo Corporation Software Windows® 2000 is a registered trademark of Microsoft Corporation. Laplink® is a registered trademark of Traveling Software, Inc. 10 EXHIBIT B INVOICE DATE AND PAYMENT TERMS: Sigma will send customer an invoice on or about sixty (60) days from contract execution (invoice date). Payment is due in full upon receipt of invoice the date of invoice receipt by Ucensee constituting the "invoice date" for purposes of this Agreement. EXHIBIT C THIRD PARTY SOFTWARE LICENSES MAPINFO CORPORATION LICENSE AGREEMENT DEFINITIONS: As used in this License Agreement, "Software" means the computer programs contained on the media in this package, together with any additional programs, updates or revisions subsequently supplied by Maplnfo. "Software Copies" means the actual copies of all or any portion of the Software, including backups, updates, merged or partial copies permitted hereunder or supplied by Maplnfo in the future. "Data" means the non- Software information contained on the media provided with this package which is used and manipulated by the Software. "Data Copies" means the actual copies of all or any portion of the Data, including backups, updates, merged or partial copies permitted hereunder or supplied by Maplnfo in the future. "Related Materials" means all of the pdnted materials and whatever is in this package, the non-Software and non-Data contained on the media which are supplied in this package or later supplied by Maplnfo for use with the Software. "License" means the grant of certain limited rights to use and maintain the Software, Software Copies, Data, Data Copies and Related Materials. In order to preserve and protect its rights under applicable law, Maplnfo is not selling you ownership dghts to Software or Data (owned by or licensed to Maplnfo). Maplnfo specifically retains title to all Maplnfo Software, Data and Related Materials, and Maplnfo licensors retain title to items owned by them. USES PERMITTED: Software and Data may be used on a single terminal or a single workstation of a computer, or on multiple terminals/stations in accordance with the number of licenses for which you or your organization has paid. Software and Data may be installed onto a hard disk drive. One backup copy may be made for each media copy you have received (and not per user), provided that it is necessary to preserve the use of the software, is used only for backup purposes, all Maplnfo and third party licensor information including copyright notices are maintained, and possession of the copy is retained by you. In addition, you agree to use reasonable efforts to protect the Software and Data from unauthorized use, reproduction, distribution or publication. All rights not specifically granted in this License are reserved by Maplnfo USES NOT PERMITTED: YOU MAY NOT (1) Make dedvative works including but not limited to translations, adaptations, arrangements or any other alteration (each of which would become the property of Maplnfo or its licensors, as applicable) or make copies of the Software or Data, except as permitted above; (2) Make copies of the Related Materials; (3) Use any Maplnfo product to translate the product of another licensor unless you have the legal right to do so; (4) Allow a greater number of users to access the software at any one time than the total number of user licenses for which you have paid; (5) Rent, lease, sublicense, time-share or lend the Software, Software Copies, Data, Data Copies, Related Materials or your rights under this License; (6) Alter, decompile (except to the limited extent that decompilation by the licensed user only, is necessary as the only available way to achieve interoperability with other programs, and in that situation, any resulting information cannot be used in developing, producing or marketing any software substantially similar in expression to the Maplnfo product), disassemble or reverse-engineer the Software; (7) Make any attempt to unlock or bypass any initialization system or encryption techniques utilized by the Software or Data; or (8) Alter, remove or obscure any proprietary legend, copyright or trademark notice contained in or on Software, Data or Related Materials. DURATION: This License Agreement is effective from the day you open the sealed media package and continues until terminated. If you fail to comply with any provision of the License, termination is automatic, without notice from Maplnfo and without the necessity for recourse to any judicial authority. Upon termination, you must destroy the written matedais, the Software, Data and all Software and Data copies. Maplnfo can also enforce its other legal and equitable rights. 12 GENERAL: This Agreement represents our entire understanding and agreement regarding the Software, Software Copies, Data, Data Copies and Related Materials, and supersedes any prior purchase order, communication, advertising or representation, and may only be modified in a wdtten amendment signed by an authorized Maplnfo representative. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, that provision shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions. LIMITED WARRANTY COVERING THE PHYSICAL MEDIA AND PRINTED MATERIALS: Maplnfo warrents to you, the original licensee, that the media on which the Software is recorded are free from defects in materials and workmanship under normal use and service FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF LICENSE PURCHASE as evidenced by a copy of the receipt. Maplnfo's entire liability and your exclusive remedy as to defective media or Related Material(s) shall be, at Maplnfo's option, either return of the license purchase price or replacement of the media or Related Material(s). Each defective item, along with proof of license pumhase and date, must be sent in a traceable manner, to: Maplnfo Corporation, One Global View, Trey, New York, 12180, DISCLAIMER REGARDING THE SOFTWARE AND RELATED MATERIALS: THE SOFTWARE, DATA AND THE RELATED MATERIALS ARE PROVIDED "AS IS." EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, MAPINFO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE SOFTWARE, THE DATA OR THE RELATED MATERIALS, INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF FURTHER EXAMPLE AND NOT LIMITATION, MAPINFO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE DATA OR THE RELATED MATERIALS. THE ENTIRE RISK AS TO THE USE OF THE SOFTWARE, THE DATA AND THE RELATED MATERIALS IS ASSUMED BY YOU. IN NO EVENT SHALL MAPINFO BE LIABLE TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE EFFECTIVENESS OR ACCURACY OF THE SOFTWARE, THE DATA OR THE RELATED MATERIALS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY YOUR USE OF THE SOFTWARE, THE DATA OR THE RELATED MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE FOREGOING IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INEFFECTIVE, YOU HEREBY AGREE THAT MAPINFO'S MAXIMUM LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THE SOFTWARE, THE DATA AND/OR THE RELATED MATERIALS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) SHALL NOT EXCEED THE LICENSE FEES PAID BY YOU WITH RESPECT TO THE SOFTWARE, DATA UNIT(S) AND/OR RELATED MATERIALS AT ISSUE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING PROVISION WITH RESPECT TO EXCLUDING OR LIMITING SUCH DAMAGES MAY NOT APPLY TO YOU. ACKNOWLEDGMENT: You acknowledge that you have read this LIMITED WARRANTY, understand it, and agree to be bound by its terms and conditions. You also agree that: (1) No oral or wdtten information or advice given by Maplnfo, its dealers, distributors, agents or employees shall in any way increase the scope of this Limited Warranty, and you may not rely on any such information or advice. (2) This License Agreement is the complete and exclusive statement of agreement of Maplnfo and you, and supersedes all proposals or pdor agreements, oral or wdtten, and any other communications you may have had prior to purchasing your license. (3) Except for the pdce and delivery terms agreed upon by both parties, the terms and conditions of this License Agreement shall supersede those set forth in any purchase order where the purchase order conflicts or is inconsistent with or adds to the terms and conditions of this License, and those superseded purchase order terms and conditions shall be null and void. (4) If your organization has purchased a multiple user License, you agree to assure that copies of this License Agreement are distributed, read and agreed to by each person using a licensed product. 13 GOVERNING LAW: This Agreement shall be govemed by the laws of the State of New York, United States, excluding its conflicts of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. You agree to exclusive jurisdiction of New York State federal and state courts, Albany or Rensselaer County, for resolution of any dispute related to this Agreement. U.S. GOVERNMENT RESTRICTED RIGHTS: It is acknowledged that the Software, Documentation and Data were developed at private expense, that no part is in the public domain, and that the Software Documentation and Data are Commercial Computer Software and Technical Data provided under Federal Acquisition Regulations and agency supplements to them. Use, duplication or disclosure by the U.S. Govemment is subject to restrictions as set forth in this License Agreement pursuant to the provisions at DFAR 252.227-7202-3 or subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted rights at FAR 52.227-19 and DFAR 252.227-7015, as applicable, and all other Federal laws and regulations that protect Licensor dghts in privately developed computer software and data. Contractor is Maplnfo Corporation, One Global View, Troy, NY 12180. Rights are reserved under copyright laws of the United States with respect to unpublished portions of the Software. EXHIBIT D DELIVERY SCHEDULE The REVERSE 911® System as defined in Exhibits A and F will be shipped within 60 days following date this agreement is executed by both parties. 15 EXHIBIT E ENVIRONMENTAL CONSIDERATIONS REVERSE 911® configuration requires the following operating environment: Temperature Range: 60 - 90°F Humidity Range: 20 - 80% Electrical Requirements: 120-125V, 15A dedicated cimuit plug is NEMA WD. All other pedpherals 120-125V, 15A plug is NEMA WD-1. 16 EXHIBIT F SOFTWARE DESCRIPTION Software: REVERSE 911 ®: Allows for calling phone numbers located within a specified geographic area. Database for this product consists of name, address, phone number X/Y coordinates. Calling lists can be used to include or exclude phone numbers from groups. List calling will call lists of phone numbers and deliver a message. Includes survey capabilities, which enables officials to gain valuable citizen feedback on important issues. MassCalFM: Allows use of a third party bank of approximately 2,000 phone lines during emergency notification situations. Phone cafis used via this option will be separately billed at a rate of 20 cents per minute. EXHIBIT H DA TABA SE SPECIFICATION Customer will provide a database of telephone numbers for use with the system.