Plant CML/Comm Center Plant CML
O
Communications Department -2010
Appropriation #43 -555.0 P.O. #26867 APPROVED
Contract Not to Exceed FORM
6Y J
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES "Agreement is hereby
entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works
and Safety ("City and Dialogic Communications Corporation, dba Plant CML, a Tennessee corporation
"Vendor').
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its
execution of same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and /or services (the "Goods and Services from Vendor using
City budget appropriation number 43- 555.00 funds. Vendor agrees to provide the Goods and
Services and to otherwise perform the requirements of this Agreement by applying at all times the
highest technical and industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City
hereunder shall be no more than Five Thousand One Hundred Dollars ($5,100.00) (the
"Estimate annually, unless additional products or services are purchased by City. Vendor
shall submit an invoice to City no more than once every thirty (30) days detailing the
Goods and Services provided to City within such time period. City shall pay Vendor for
such Goods and Services within sixty (60) days after the date of City's receipt of Vendor's
invoice detailing same, so long as and to the extent such Goods and Services are not
disputed, are in accordance with the specifications set forth in Exhibit A, are submitted on
an invoice that contains the information contained on attached Exhibit B, and Vendor has
otherwise performed and satisfied all the terms and conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total
cost of the Goods and Services provided by Vendor to City hereunder to exceed the
Estimate, unless City has previously agreed, in writing, to pay an amount in excess
thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
those certain specifications, descriptions and /or quotations regarding same as were provided to
Vendor by City and /or by Vendor to and accepted by City, all of which documents are incorporated
herein by reference, and that the Goods and Services will be delivered in a timely, good and
workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended
use and expressly warrants that the Goods and Services provided to City pursuant to this
Plant CML
Communications Department -2010
Appropriation #43 -555.0 P.O. #26867
Contract Not to Exceed $5,100.00
Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient
for their particular purpose.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same
"Effective Date and both parties shall thereafter perform their obligations hereunder in a timely
manner. Time is of the essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may
direct, a list of all chemicals, materials, substances and items used in or during the provision of the
Goods and Services provided hereunder, including the quantity, quality and concentration thereof
and any other information relating thereto. At the time of the delivery of the Goods and Services
provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice
(including appropriate labels on containers and packing) of any hazardous material utilized in or
that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any
such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by
payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's
sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of
this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as
specified herein; (c) fails to make progress so as to endanger timely and proper provision of the
Goods and Services and does not correct such failure or breach within five (5) business days (or
such shorter period of time as is commercially reasonable under the circumstances) after receipt of
notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into
receivership, makes a general assignment for the benefit of creditors or dissolves, each such event
constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts
of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies
available to City at law and /or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an
insurer licensed to do business in the State of Indiana, such insurance as is necessary for the
protection of City and Vendor from all claims for damages under any workers' compensation,
occupational disease and /or unemployment compensation act; for bodily injuries arising as a result
of work performed by Vendor while on City's premises, including, but not limited to, personal injury,
sickness, disease or death of or to any of Vendor's agents, officers, employees, contractors and
subcontractors; and, for any injury to or destruction of property, including, but not limited to, any
loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set
forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on
all such insurance policies, shall promptly provide City, upon request, with copies of all such
policies, and shall provide that such insurance policies shall not be canceled without thirty (30)
Plant CML
Communications Department -2010
Appropriation #43 -555.0 P.O. #26867
Contract Not to Exceed $5,100.00
days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and
all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees)
for injury, death and /or damages to any person or property arising as a result of work performed by
Vendor while on City's premises under this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations
and codes that may be applicable to Vendor's performance of its obligations under this Agreement,
and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to
indemnify and hold harmless City from any loss, damage and /or liability resulting from any such
violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall
survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all applicable laws of the United States, the State of Indiana and
City prohibiting discrimination against any employee, applicant for employment or other person in
the provision of any Goods and Services provided by this Agreement with respect to their hire,
tenure, terms, conditions and privileges of employment and any other matter related to their
employment or subcontracting, because of race, religion, color, sex, handicap, national origin,
ancestry, age, disabled veteran status and /or Vietnam era veteran status.
12. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement
shall not affect the right of such party to require such performance at any time thereafter, nor shall
the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any
succeeding breach of the same or any other provision hereof.
13. NON- ASSIGNMENT:
Neither party shall assign nor pledge this Agreement, whether as collateral for a loan or otherwise,
and shall not delegate its obligations under this Agreement without the non assigning party's prior
written consent.
14. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees
of City. The contract price set forth herein shall be the full and maximum compensation and
monies required of City to be paid to Vendor under or pursuant to this Agreement.
15. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of
Indiana, except for its conflict of laws provisions.
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the
extent necessary to comply with same, and the remaining provisions of this Agreement shall
0
Plant CML
Communications Department -2010
Appropriation #43 -555.0 P.O. #26867
Contract Not to Exceed $5,100.00
remain in full force and effect.
17. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by
postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the
address specified herein:
If to City: City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Marvin Stewart
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Plant CML
117 Seaboard Lane, Suite D -100
Franklin, TN 37067
Telephone: 800 723 -3201
E -Mail: kathy.richtera,PlantCMLusa.com
ATTENTION:
AND
Legal Department
PlantCML
117 Seaboard Lane, Suite D -100
Franklin, TN 37067
18. TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon
notice to Vendor, immediately terminate this Agreement for cause, in the event of a default
hereunder by Vendor and /or if sufficient funds are not appropriated or encumbered to pay
for the Goods and Services to be provided hereunder. In the event of such termination,
Vendor shall be entitled to receive only payment for the undisputed invoice amount
representing conforming Goods and Services delivered as of the date of termination,
except that such payment amount shall not exceed the Estimate amount in effect at the
time of termination, unless the parties have previously agreed in writing to a greater
amount. Vendor shall be entitled to take possession of any nonconforming Good for which
City has not paid.
18.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor.
Plant CML
Communications Department -2010
Appropriation #43 -555.0 P.O. #26867
Contract Not to Exceed $5,100.00
In the event of such termination, Vendor shall be entitled to receive only payment for the
undisputed invoice amount of conforming Goods and Services delivered as of the date of
termination, except that such payment amount shall not exceed the Estimate amount in
effect at the time of termination, unless the parties have previously agreed in writing to a
greater amount.
19. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that
the persons executing this Agreement have the authority to bind the party which they represent.
20. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide
additional goods and services to City. When City desires additional goods and services from
Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the
time frame in which same are to be provided. Only after City has approved Vendor's time and cost
estimate for the provision of such additional goods and services, has encumbered sufficient monies
to pay for same, and has authorized Vendor, in writing, to provide such additional goods and
services, shall such goods and services be provided by Vendor to City. A copy of the City's
authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City.
21. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph
18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31,
2010, and shall, on the first day of each January thereafter, automatically renew for a period of one
(1) calendar year, unless otherwise agreed by the parties hereto.
22. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a
part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
23. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and
obligations set forth in Agreement.
24. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the
opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this
Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or
coercion.
26. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the
entire agreement between Vendor and City with respect to the subject matter hereof, and
supersedes all prior oral or written representations and agreements regarding same.
Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to
the extent any term or condition contained in any exhibit attached to this Agreement or in any
document referenced herein conflicts with any term or condition contained in this Agreement, the
term or condition contained in this Agreement shall govern and prevail, This Agreement may only
be modified by written amendment executed by both parties hereto, or their successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA DIALOGIC COMMUNICATAIONS
CORPORATION, dba PLANTCML
by and through its Board of Public
Works and Safety
By: By: j(
AT `elk-se-0 -1" Ora,. 7
James Brainard, Presiding Officer Authorized Signature
Date: En ima L. r(e3
Printed Name
Mary n Bur ember 1-e G) fS S
Date: �f V
Title
Lori S. at 4 Member FID/TIN: toa 11 J jg
Date: 1 I to
SSN if Sole Proprietor:
ATTEST: O
Date: W
,K6enicATIQ;i2-kg
Diana Cordray, IAMC,.Clerkgreasurer
Date: /a 0
Exhibit A
LICENSE AND SUPPORT AGREEMENT
(REVERSE 911® SYSTEM)
This License and Support Agreement "Agreement is made between Dialogic Communications Corporation, dba
PlantCML "PlantCML with offices located at 117 Seaboard Lane, Suite D -100, Franklin, Tennessee 37067and
the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety "Licensee located at
One Civic Square, Carmel, Indiana 46032.
1. Definitions.
1.1 "Documentation" means written and/or on -line material provided by PLANTCML to assist Licensee in
the use of the REVERSE 911® System.
1.2 "Effective Date" means the date set forth above.
1.3 "Equipment" means the Equipment other than software provided by PLANTCML hereunder.
1.4 "Site" means Licensee's location at One Civil Square, Carmel, Indiana 46032.
1.5 "Software" means the REVERSE 911® software and any updates, modifications and corrections thereto
provided by PLANTCML to Licensee hereunder. Software does not include Third Party Software and source code
to the Software.
1.6 "Third Party Software" means any software developed by a third party which is installed by
PLANTCML on the Equipment.
1.7 "Support Term" means the period running July I to June 30` each year this Agreement is in effect.
1.8 "Initial Warranty Period" means one (1) year period beginning on the date after installation or ninety
(90) calendar days after PLANTCML determines that implementation of the Equipment and Software is complete,
whichever is earlier, and ending one (1) year after such date.
1.9 "REVERSE 911® System" means the combined configuration of the Software and the Equipment.
2. Delivery of Software and Equipment. Licensee shall have the Site properly prepared to accept delivery of the
Equipment and PLANTCML shall deliver the Equipment to Licensee in accordance with Section 5 of this
.Agreement. In no event shall PLANTCML be responsible for delays in delivery or installation or any damages to
Licensee resulting from any delay. Delivery shall be F.O.B. point of origin. Title and risk of loss shall pass to
Licensee upon shipment.
3. Payment and Taxes.
3.1 Licensee will pay PLANTCML all fees within thirty (30) days of the date of invoice. PLANTCML
reserves and Licensee grants PLANTCML a security interest in the Equipment as security for performance by
Licensee of its obligations hereunder including, but not limited to payment of the fees. Licensee shall execute other
documents as requested to perfect this interest.
3.2 If Licensee elects to purchase support services for the Software, such fees are due within thirty (30) days of
the date of invoice or any quotes for service support renewals provided by PLANTCML. A description of
PLANTCML's support services is set forth in Schedule B which is incorporated herein by reference.
3.3 Licensee will pay all taxes based on this Agreement or any product or services related thereto, excluding
taxes based on PLANTCML's income, but including personal property taxes, if any. All shipping and insurance
charges for products shipped between PLANTCML and Licensee will be paid by Licensee.
3.4 In addition to any other remedy available to PLANTCML, for a late payment by Licensee, Licensee shall
pay a charge of 1.5% per month, or the maximum percentage permitted by applicable law, whichever is less, on any
amount not paid when due.
4. Installation and Training.
4.1 Installation. PLANTCML will configure, test and install the REVERSE 911 System in accordance with
the specifications listed herein. Installation for purposes of this Agreement shall be the date(s) on which the
66 r. AS TIA
REVERSE 911 System is installed by PLANTCML at the customer's Site (if applicable), and/or a test call is
performed using the REVERSE 911 System.
4.2 Training. Training may be purchased by Licensee at the rate quoted by PLANTCML. The term of any
annual training subscription purchased by Licensee shall expire with the Initial Support Term.
5. Site Preparation. Licensee will prepare the Site to accommodate the REVERSE 911 System in accordance
with the following guidelines:
5,1 The console and CPU used in the REVERSE 911 System may be located at the Licensee's discretion
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 the REVERSE 911 System will be
installed at the direction and cost of the Licensee.
5.2 The Licensee agrees to install all necessary power supplies for the CPU and all peripherals.
5.3 The Licensee will be responsible for obtaining all consents necessary to connect any equipment included in
the REVERSE 911 System and/or its peripherals to telecommunication lines. Such consents shall be
obtained prior to the scheduled installation date.
5.4 The Licensee represents and warrants to PLANTCML that:
a) adequate electrical power shall be provided to the CPU and the peripherals; and
b) the electrical system of the Licensee is adequate to safely operate the REVERSE 911 System and all
contemplated peripherals, and meets with all applicable codes, regulations, laws, standards and guidelines.
5.5 The Licensee will be responsible for providing the following environment for the REVERSE 911 System:
Temperature Range: 60 -90 °F, Humidity Range: 20 -80 Electrical Requirements: 120 -125V, 15A
dedicated circuit plug is NEMA WD. All other peripherals 120 -125V, 15A plug is NEMA WD -1. Failure
to provide such an environment may delay the installation of the items in this Agreement, and Reverse
911® will be excused from any installation obligations under this Agreement until such an environment is
provided.
6. Warranty.
6.1 Limited Warranty. IF THE REVERSE 911 SYSTEM IS USED IN EMERGENCY SITUATIONS,
THEN THE REVERSE 911 SYSTEM 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. PLANTCML ACCEPTS NO RESPONSIBILITY FOR ANY FAILURE
OF THE REVERSE 911® SYSTEM TO CONTACT ANY PERSON OR PERSONS AND IS NOT
RESPONSIBLE FOR ANY DAMAGE OR INJURY WHICH RESULTS FROM ANY FAILURE TO CONTACT
ANYONE.
6.2 Original Equipment Manufacturer. PLANTCML does not provide a warranty with respect to any third
party equipment manufactured by an original equipment manufacturer (OEM); however, PLANTCML will pass
along to Licensee any existing OEM warranty to the extent authorized by the OEM.
6.3 Software Warranty. PLANTCML warrants for the Initial Warranty Period that the REVERSE 911®
Software provided herein shall perform in material accordance with the Documentation current as of the Effective
Date. ANY AND ALL THIRD PARTY SOFTWARE IS PROVIDED "AS IS" AND WITH ALL FAULTS.
6.3.1 During the Initial Warranty Period, PLANTCML will provide such assistance as it deems
reasonably necessary to cause the REVERSE 911® Software to perform materially in accordance with the then
current Documentation provided that Licensee installs all updates, modifications and corrections provided by
PLANTCML and that Licensee's use of the Software is in accordance with this Agreement and the Documentation.
vl�
6.3.2 Licensee may notify PLANTCML of Software errors or defects it believes to exist and if
PLANTCML is able to confirm that such error or defect exists through independent testing, PLANTCML will use
commercially reasonable efforts to correct such error or defect.
6.3.3 If PLANTCML does not provide the Equipment, PLANTCML shall not be responsible to correct
any defects in the REVERSE 911 System resulting from defects in the Equipment.
6.3.4 LICENSEE'S EXCLUSIVE REMEDY, AND PLANTCML'S ENTIRE LIABILITY IN
CONTRACT, TORT OR OTHERWISE FOR BREACH OF ANY OF THE ABOVE WARRANTIES WILL BE TO
USE ITS COMMERCIALLY REASONABLE EFFORTS TO PROVIDE A CORRECTION OR WORK AROUND
FOR ANY MATERIAL NONCONFORMITY WHICH IS (i) REPORTED TO PLANTCML BY LICENSEE
WHILE PLANTCML IS OBLIGATED TO PERFORM SUPPORT SERVICES AND (ii) REPRODUCIBLE BY
PLANTCML IN THE EXECUTION ENVIRONMENT.
6.4 Disclaimer of Warranties. THE EXPRESS WARRANTIES IN THIS SECTION 6 ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES. PLANTCML DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT. PLANTCML DOES NOT WARRANT THAT THE SOFTWARE IS ERROR -FREE OR
WILL OPERATE WITHOUT INTERRUPTION.
The warranties in this Section 6 will not apply to any defects or problems caused in whole or part by (i) defects in
any Equipment, (ii) failure of any portion of equipment to function in accordance with manufacturer's
specifications, (iii) modifications or enhancements made to the Software by anyone other than PLANTCML, (iv)
any software, hardware, firmware, peripheral or communication devices used with the Software not provided by or
approved of in writing by PLANTCML, (v) failure of Licensee or any third party to follow PLANTCML's most
current instructions for proper use of the Software, (vi) negligence of Licensee or any third party, or (vii) failure to
install and use the updates, modifications and corrections provided by PLANTCML. If Licensee falls within any of
the foregoing exceptions and requests PLANTCML to provide support services for such defect or problem, Licensee
will pay PLANTCML for services at PLANTCML's then current hourly rate.
7 Software Support Services. Subject to the terms of this Agreement and provided that Licensee pays the fees
specified in Schedule A, PLANTCML will provide Licensee with the support services described in Schedule B, the
Technical Services Center Support Plan. Licensee will provide PLANTCML with all information, documentation,
technical assistance, and access to the Site as PLANTCML may require in order to provide services hereunder.
8 License Grant.
8.1 Scope. PLANTCML hereby grants to Licensee, and Licensee accepts, a non exclusive, non transferable
license to use the object code version of the Software and the Documentation at the Site in accordance with this
Agreement. Licensee may only use the Software for intemal data processing in the normal course of Licensee's
business as it exists as of the date of this Agreement, and may not use the Software in a service bureau, outsourcing,
time share, or any other manner. In the event that Licensee is a govemmental entity, Licensee may only use the
Software for Licensee's specific statutory and geographic jurisdiction. Licensee may use the Software only on the
Equipment or substitute equipment approved in writing by PLANTCML. Licensee may make one copy of the
Software for backup purposes only but shall include therein all proprietary marks and notices included in the
original. Licensee may not otherwise copy or permit the copying of any part of the Software or Documentation.
8.2 Restrictions on Use. Licensee may not, directly or indirectly, (i) reverse engineer, decompile, disassemble
or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software; (ii) modify,
translate, or create derivative works based on the Software; (iii) copy (except for archival purposes), rent, lease,
resell, sublicense, distribute, assign, or otherwise transfer rights to the Software, except as otherwise provided
herein; (iv) use or allow the transfer, transmission, export, or re -export of the Software in violation of any export
control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government
agency; or (v) remove any proprietary notices or labels on the Software.
8.3 Updates and Upgrades. Updated or upgraded versions of the Software may be created or issued by
PLANTCML from time to time. If the Software is an updated or upgraded version, Licensee is bound by the terms
46 Er,
of this License and may only use that updated or upgraded Software in accordance with this License. PLANTCML
may, at its sole discretion, require the installation of software updates or upgrades to maintain any applicable
warranty.
8.4 Intellectual Property, Trademark and Copyright. PLANTCML retains ownership of the Software, any
portions or copies thereof, and all rights therein. PLANTCML reserves all rights not expressly granted to Licensee.
This License does not grant Licensee any rights in connection with any trademarks or service marks of
PLANTCML, its parent, suppliers or licensors. All right, title, interest and copyrights in and to the Software and the
accompanying Documentation and any copies of the Software are owned by PLANTCML or its parent companies,
suppliers or licensors. All title and intellectual property rights in and to the content which may be accessed through
use of the Software is the property of the respective content owner and may be protected by applicable copyright or
other intellectual property laws and treaties. This License grants Licensee no rights to use such content.
8.5 U.S. Government Restricted Rights. The Software and associated Equipment and Documentation are
provided with RESTRICTED RIGHTS. With respect to any acquisition of the Software by or for any unit or agency
of the United States Government "Government the Software shall be classified as "commercial computer
software," as that term is defined in the applicable provisions of the Federal Acquisition Regulation "FAR and
supplements thereto, including the Department of Defense (DoD) FAR Supplement "DFARS The Software was
developed entirely at private expense and no part of the Software was first produced in the performance of a
Government contract. If the Software is supplied for use by DoD, the Software is delivered subject to the terms of
this LICENSE and either (i) in accordance with DFARS 227.7202 -1(a) and 227.7202 -3(a) or (ii) with restricted
rights in accordance with DFARS 252- 227 -7013 (Oct. 1988), as applicable. If the Software is supplied for use by
Government agency other than DoD, the Software is restricted computer software delivered subject to the terms of
this LICENSE and (i) FAR 12.212; (ii) FAR 52.227 -19; or (iii) FAR 52.227 -14, as applicable.
9 Third party Software. This Agreement may include Third Party Software that is licensed to the Licensee
under an agreement provided by the manufacturer(s). Licensee agrees to abide by all terms and conditions of the
Third Party Software Agreement(s), including but not limited to the following:
ESRI CORPORATION SUBLICENSE AGREEMENT.
a. Restrict use of the OEM Software to executable code, subject to the restrictions provided under the
applicable Sublicense Addenda and consistent with the Sublicense fees payable to ESRI.
b. Prohibit (a) transfer of the OEM Software except for temporary transfer in the event of computer
malfunction; (b) assignment, time sharing, lend or lease, or rental of the OEM Software or use for
commercial network services or interactive cable or remote processing services; and (c) title to the
OEM Software from passing to Sublicensee or any other party.
c. Prohibit the reverse engineering, disassembly, or decompilation of the OEM Software and prohibit
duplication of the OEM Software except for a single archival copy; reasonable Sublicensee backup
copies are permitted.
d. To the extent permitted by applicable law, not to assert claims against ESRI for any damages, or loss
of any kind, whether special, direct, indirect, incidental, or consequential, arising from the use of the
OEM Software for the REVERSE 911® system.
e. Require Sublicensee to comply fully with all relevant export laws and regulations of the United States
to assure that the OEM Software, or any direct product thereof, is not exported, directly or indirectly,
in violation of United States law.
f. Prohibit the removal or obscuring of any copyright, trademark notice, or restrictive legend.
g. If Company grants a Sublicense to the United States Government, the OEM Software shall be provided
with the "Restrictive Rights
10 Calling Database.
10.1 PLANTCML may provide and load onto Licensee's REVERSE 911 System the initial calling
database. The database (the "REVERSE 911 Database will be derived from certain commercial source(s) and
or. c4tir,17
t9 t:.� a f;
i
I
will only be as accurate as such source(s) of the database. Use of the REVERSE 911 Database is restricted to use
on the REVERSE 911 System. It will consist of all listed phone numbers that can be commercially acquired with
addresses for both residences and businesses. The database will be provided, and installed along with longitude and
latitude positions. The database may be provided by a third party and is subject to any restrictions placed on it by
the third party provider, if applicable. The data provided by the third party provider will remain the property of that
third party.
10.2 The data included in the database, if provided through PLANTCML, includes the location (including
geographic coordinates) of each telephone subscriber's address. The data concerning any geographic coordinates is
confidential information of PLANTCML and its parent corporation, shall remain their property and may not be used
for any other purpose.
10.3 PLANTCML and its parent corporation will take reasonable care to protect the confidentiality of the
database according to the provisions of Section 12.
11 Limitation of Liability.
11.1 PLANTCML SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ITS
OBLIGATIONS HEREUNDER RESULTING FROM THE LICENSEE'S FAILURE TO TIMELY SUPPLY
PLANTCML WITH NECESSARY DATA, INFORMATION OR SPECIFICATIONS OR ANY CHANGES IN
SUCH DATA, INFORMATION OR SPECIFICATIONS.
11.2 IN NO EVENT WILL PLANTCML OR ITS PARENT CORPORATION BE LIABLE TO
LICENSEE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS
INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE
USE OF OR INABILITY TO USE THE REVERSE 911® SYSTEM, EQUIPMENT, SOFTWARE, AND /OR
THIRD PARTY SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES,
ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF PLANTCML OR ITS PARENT
CORPORATION HAVE BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF PLANTCML AND ITS PARENT
CORPORATION TO LICENSEE HEREUNDER, IF ANY, WILL IN NO EVENT EXCEED THE TOTAL
AMOUNT PAID TO PLANTCML HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12 Confidentiality. A party receiving Information (defined below) of the other will not disclose such Information
other than to persons in its organization who have a need to know and who will be required to comply with this
Section 12. The party receiving Information will not use such Information for a purpose inconsistent with the terms
of this Agreement. "Information" means the Software, Documentation and all information and intellectual property
related thereto (including, but not limited to all databases provided to Licensee by PLANTCML whether created by
PLANTCML or its third party licensors such as, without limitation, the mapping product databases) as well as
information related to the business of PLANTCML or Licensee. Information will not include: (i) information
publicly known prior to disclosure; (ii) information coming into the lawful possession of the recipient without any
confidentiality obligation; and (iii) information required to be disclosed pursuant to regulatory action or court order,
provided adequate prior written notice of any request to disclose is given to the party whose information is to be
disclosed. Each party will exercise at least the same degree of care to safeguard the confidentiality of the other's
Information as it does to safeguard its own proprietary confidential information, but not less than a reasonable
degree of care.
13 Ownership. The Software and Documentation are the exclusive property of PLANTCML and its parent
corporation and constitute their valuable trade secret. Licensee will take reasonable steps to protect the trade secret
of the Software and Documentation. Ownership of all copies is retained by PLANTCML and its parent
corporation. Licensee may not disclose or make available to third parties the Software or Documentation or any
portion thereof. PLANTCML and its parent corporation shall own all right, title and interest in and to all corrections,
modifications, enhancements, programs, and work product conceived, created or developed, alone or with Licensee
or others, as a result of or related to the performance of this Agreement, including all proprietary rights therein and
based thereon. Except and to the extent expressly provided herein, neither PLANTCML nor its parent corporation
`k" l9
grant Licensee any right or license, express or implied, in or to the Software and Documentation or any of the
foregoing.
14 Infringement Indemnity. With the exception of any third party software, hardware or equipment that may be
provided under this Agreement, PLANTCML and/or its parent corporation agree to hold Licensee harmless from
liability to third parties resulting from infringement of any United States patent or copyright or trade secret by the
REVERSE 911® software purchased hereunder and PLANTCML and/or its parent corporation further agree to pay
all damages and costs, including reasonable legal fees, which may be assessed against Licensee under any such
claim or action. PLANTCML and its parent corporation shall be released from the foregoing obligation unless
Licensee provides PLANTCML with (i) written notice within fifteen (15) days of the date Licensee first becomes
aware of such a claim or action, or possibility thereof; (ii) sole control and authority over the defense or settlement
thereof; and (iii) proper and full information and assistance to settle and/or defend any such claim or action.
Without limiting the foregoing, if a final injunction is, or PLANTCML believes, in its sole discretion, is likely to be,
entered prohibiting the use of the software by Licensee as contemplated herein, PLANTCML and its parent
corporation will, at their sole option and expense, either (a) procure for Licensee the right to use the infringing
software as provided herein or (b) replace the infringing software with noninfringing, functionally equivalent
products, or (c) suitably modify the infringing software so that it is not infringing; or (d) in the event (a), (b) and (c)
are not commercially reasonable, terminate the license, accept return of the infringing software and refund to
Licensee an equitable portion of the license fee paid therefor. Except as specified above, neither PLANTCML nor
its parent corporation will be liable for any costs or expenses incurred without PLANTCML's prior written
authorization. Notwithstanding the foregoing, neither PLANTCML nor its parent corporation assume liability for
infringement claims with respect to software (i) not supplied by PLANTCML, (ii) made in whole or in part in
accordance to Licensee's specifications, (iii) that is modified after delivery by PLANTCML, (iv) combined with
other products, processes or materials where the alleged infringement relates to such combination, (v) where
Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications
that would have avoided the alleged infringement, or (vi) where Licensee's use of the software is not strictly in
accordance with this Agreement. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE
LIABILITY AND OBLIGATIONS OF PLANTCML AND ITS PARENT CORPORATION AND THE
EXCLUSIVE REMEDY OF LICENSEE WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT
OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL
PROPERTY RIGHT BY THE SOFTWARE.
15 Injunctive Relief. Each party acknowledges that a violation or threatened violation by it of Section 12 or 13
hereof would result in damage that is largely intangible but nonetheless real and that is incapable of complete
remedy by award of damages. Thus, such violation or threatened violation will give the injured party the right to a
court- ordered injunction to specifically enforce such covenant or obligation. The party in violation of any such
section shall pay as damages reasonable expenses, including but not limited to attorney fees, incurred in obtaining
specific enforcement.
16 Term and Termination. This Agreement will commence upon the Effective Date and will continue until
terminated in accordance with this Section 16.
16.1 Termination of Support Services. Support services shall automatically expire at the end of the current
term unless renewed prior to the expiration date of the support term in effect or earlier terminated by Licensee by
written notice to PLANTCML in accordance with the provisions of the Technical Services Center Support Plan
attached hereto as Schedule B.
16.2Termination by PLANTCML. PLANTCML may terminate this Agreement without further obligation or
liability to Licensee if:
16.2.1 Licensee fails to timely pay any amounts due under this Agreement and fails to make such
payments within ten (10) days of notice from PLANTCML or
16.2.2 Licensee commits any material breach of this Agreement and fails to remedy such breach within
ten (10) days of notice from PLANTCML; or
16.2.3 Licensee becomes the subject of a petition in bankruptcy; is or becomes insolvent; or admits a
general inability to pay its debts as they become due.
16.3Termination by Licensee. Licensee may terminate this Agreement:
66
EXHIBIT
16.3.1 If PLANTCML commits any material breach of this Agreement and fails to remedy such breach
within sixty (60) days of notice from Licensee; or
16.3.2 At will by giving PLANTCML one hundred twenty (120) days notice of its election to terminate.
16.4Effect. Upon termination of this Agreement all amounts owed to PLANTCML will be immediately due
and payable and PLANTCML will cease performance of all obligations herein without liability to Licensee.
Sections that, by their nature, are intended to survive termination shall so survive following termination.
17 Other Remedies. The rights and remedies of PLANTCML and its parent corporation under this Agreement
will be cumulative and in addition to all other rights and remedies available to them in law and in equity.
18 Assignment. Neither this Agreement nor any rights or duties hereunder may be transferred, assigned,
sublicensed or otherwise disposed of by Licensee to a third party, by operation of law or otherwise, without
PLANTCML's prior written consent. Notwithstanding the foregoing, PLANTCML may assign its interests to a
parent or affiliate company in the event of sale or merger of its assets so long as the acquiring entity agrees to
assume all of PLANTCML's duties and obligations hereunder.
19 Partial Invalidity. If any provision of this Agreement is ruled wholly or partly invalid or unenforceable by a
court or other government body of competent jurisdiction, the validity and enforceability of all provisions of this
Agreement not ruled to be invalid or unenforceable will be unaffected.
20 Modification; Waiver. This Agreement may not be modified or amended except in writing signed by the
parties. No term or condition of this Agreement may be waived except in writing signed by the party charged with
waiver. A waiver will operate only as to the specific term or condition waived and will not constitute a waiver for
the future.
21 Notice. All notices and other communications required or contemplated herein will be in writing and delivered
either by (i) personal delivery; (ii) expedited messenger service; (iii) postage prepaid return receipt requested
certified mail; or (iv) facsimile and confirmed by postage prepaid U.S. certified mail, addressed to the party or
parties for whom it is intended, at the addresses first written above or such other address as the intended recipient
previously has designated by written notice to the sender.
22 Governing Law. This Agreement will be governed exclusively by the laws of the State of Tennessee, without
regard to its conflict of laws provisions. All parties agree that venue regarding any action arising hereunder will be
exclusively in Williamson County, Tennessee.
23 Third Party Beneficiaries. None of the provisions of this Agreement is intended by the parties, nor shall they
be deemed, to confer any benefit on any person not a party to this Agreement.
24 Independent Contractors. The relationship of the parties hereunder will be one of independent contractors
and not that of a franchise, joint venture or employer. Neither party will have, and neither of them will represent to
any other person that it has, any power, right or authority to bind the other, or to assume create, any obligation or
responsibility, express or implied, on behalf of the other, except as expressly provided by this Agreement or as
otherwise permitted in writing signed by both parties.
25 Entire Agreement. This Agreement and its schedules constitute the entire agreement of the parties with respect
to the subject matter hereof, and supersede and cancel all prior agreements between the parties, written, oral or
implied with respect to the subject matter hereof.
26 Headings. Headings are included in this Agreement for convenience only and are not to be deemed to be part
of this Agreement. The interpretation of this Agreement will not be affected by any heading herein.
if'\ 99
27 Force Maieure. In the event an act of government, war, fire, flood, act of God, power shortages or blackouts,
breakdown of telephone lines and services, failure of the Internet, or other causes beyond the reasonable control of
PLANTCML prevents PLANTCML from performing in accordance with the terms of this Agreement, such
nonperformance shall be excused and shall not be considered a breach or default for so long as such conditions
prevail.
Dialogic Communications Corporation, City of Carmel, Indiana,
dba PlantCML by and through its Board of Public Works
and Safety
By: By:
Name: Name:
Title: Title:
Date: Date:
SCHEDULE A
QUOTE
See attached Quote.
66
Plant CML
Communications Department 2010
Appropriation #43 -555.0 P.O. #26867
Contract Not To Exceed $5,100.00
SCHEDULE B
Support Program
PLANTCML offers support to purchasers of the REVERSE 911 Interactive Community Notification System
"REVERSE 911® System in accordance with the terms and conditions of this Support Program which is made
a part of and incorporated by reference into the License and Support Agreement entered into by Customer and
PLANTCML or its related entities. A separate Support Program Fee shall apply to each REVERSE 9116 System
purchased. This Support Program does not apply to system software or ancillary software as defined below.
i..r
A. Definitions
"Customer" is defined as the party purchasing the Support Program from PLANTCML.
"End User" is defined as the user of the application software supported hereunder.
"Hardware" is defined as all hardware purchased from PLANTCML for use with the REVERSE 911® System.
"Software" is defined as computer program instructions that facilitate functionality within hardware. There are three
main types of software. System software (operating systems, i.e- Windows 2003 server) controls the working of the
computer. Ancillary software includes database applications, back up products, and other third party software.
SQL is considered ancillary software. Application software is designed to perform specific tasks. The REVERSE
911 Interactive Community Notification System ("REVERSE 911® System is an example of application software.
This Support Program applies to application software only.
"Response Time" is defined as the period of time that it takes the TSC to call back the Customer when a voice
mail has been left or to provide an update on the call ticket. Response times are only implemented when the call is
not resolved on the first call. Response Time does not mean Resolution Time.
"Resolution Time" is defined as the period of time it takes to solve a problem. The resolution time is different for
each situation and cannot be determined until the appropriate TSC personnel have evaluated the problem and is
able to determine an approximate resolution time.
"TSC" is the Technical Services Center.
"TSS" is the Technical Services Specialist.
"TSA" is the Technical Services Analyst.
B. Conditions of Support
In order to keep the Support Program active, the Customer is required to:
(1) maintain a REVERSE 911® application software release that is within 12 months from
the most current REVERSE 911® application software release. The application software release
A, 4( 99
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Plant CML
Communications Department 2010
1 Appropriation #43 -555.0 P.O. #26867
Contract Not To Exceed $5,100.00
dates are determined by the date of the related product release notice as specified in the
applicable published Product Change Notice (PCN);
(2) pay all applicable Support Program Fees;
(3) comply with all terms and conditions of this Support Program
C. Customer's Responsibilities
1. Hardware Operating Environment. It is the Customer's responsibility to ensure that the hardware
operating environment is fully functional and meets PLANTCML's minimum operating requirements for the
REVERSE 9110 software product supported hereunder.
2. Operating System and Ancillary Software and Firmware Environment. It is the Customer's
responsibility to ensure that the operating system and ancillary software are fully functional, commercially available
(except as otherwise agreed to by PLANTCML) and meet PLANTCML's minimum operating requirements for the
software product(s) provided hereunder. However, PLANTCML may provide service pack updates for operating
systems when applicable and available by the respective manufacturer.
3. Trained Personnel. The Customer Site should have at least one system administrator that has attended
REVERSE 9110 System training. The Customer shall provide the administrator's contact information to the TSC.
4. Regular Maintenance. The customer will perform regular maintenance to keep the system in optimal
condition. This includes performing regular tape, CD or DVD backups and creating emergency repair discs when
changes are made, de- fragmenting the hard drive on a regular basis, and testing the system at regular intervals.
5. Timeliness and Accurateness. Customer will schedule install of all updates and respond to all requests
for information in a timely manner and will work with TSC staff to maintain an accurate database of contact names.
6. Adding to, or Moving System. The Customer will not add software to the System without prior TSC
approval and will not move the System to a new location without notifying TSC.
IL Sw ort Services Pr z o��ded *:V ti
A. Technical Support Center
1. Supported Products
The TSC will only support Software approved and installed by PLANTCML. The TSC will not resolve requests
associated with software other than that provided by PLANTCML; the requests will, however, be logged into the
database. Third Party Software loaded by Customer on a REVERSE 911® System without TSC's prior written
approval, voids the associated Software Warranty and this Support Program. Pursuant to this Support Program,
the TSC will provide issue resolution and updates to supported Software as further described below.
2. Hours of operation
Normal Business Hours (NBH): Monday through Friday, excluding holidays, from 8:OOAM to 5:OOPM, Central Time.
B. Services Provided
1. Issue Resolution
t (14 99
IC \Dm.mrnts and SctangsVel'ortnstU.oeal SeiGne54Temponry Internet fik,01A5RCanncl license 12- 140 .doc;12r6'2010 7.37 PM]
Plant CML
Communications Department 2010
Appropriation #43 -555.0 P.O. #26867
Contract Not To Exceed $5,100.00
The TSC works with Customers to resolve issues related to supported Software that does not perform materially in
accordance with the then current Documentation for such Software. This service is designed to support the
Customer's technician who is adequately trained in the product about which they are calling and listed as an
approved Customer Contact with PLANTCML. TSC. To be adequately trained the Customer's technician must
have received training directly through a REVERSE 911® System training program or have been trained by a
Customer Technician that has received training directly through REVERSE 9110. A trained Customer's technician
is responsible for attempting to troubleshoot issues prior to calling TSC. If the Customer's technician is not
adequately trained, based on the description above, in the product about which he or she is calling, and thus not
listed as an approved Customer Contact, REVERSE 911 TSC personnel will attempt to contact an approved
Customer contact for problem resolution.
For security purposes, only Customer contacts that are listed with TSC will receive support unless a listed contact
provides approval to do so. In the event of an emergency TSC may make a special allowance if TSC personnel are
unable to reach one of the listed contacts for verification.
To better facilitate high first call resolution, the TSC will utilize remote control software. This will allow the TSC to
connect to the Customer's system via a dial -up connection and "take control" of the system to perform
troubleshooting and /or resolution services. The TSS/TSA will at all times advise the Customer of their intention to
access the system, and upon completion will advise the Customer that they have left the system, relaying to them
what steps were taken to resolve an issue. The TSC will maintain a database of all calls received from the
Customer, the steps taken to resolve and the resolution. The database will show dates when a call was received
and dates of all contacts related to call.
TSC will work with the Customer to identify errors or defects in the Software, and if the TSC is unable to confirm
that such error or defect exists through independent testing, it will then escalate the issue to REVERSE 911's R &D
Department. The TSC will remain as the Customer contact and will work with the R &D Department to provide
updated information to the Customer through resolution of the issue.
2. Hardware Support
The REVERSE 911® System TSC will track hardware issues related to the system during the Initial Support Period
and, if a hardware warranty is purchased through PLANTCML from the third party vendor, PLANTCML will contact
the appropriate vendor for warranty repairs. For subsequent years the Customer has the option to extend their
warranty by contacting PLANTCML Sales. The REVERSE 911® System TSC will continue to work with the
Customer to diagnose and make recommendations on hardware issues.
3. Contacting the Technical Support Center
During Normal Business Hours: The TSC may be accessed by the Customer's technician via our dedicated ACD
at 800 247 -2363. If all TSC personnel are busy assisting other customers, the call will go to voice mail. If the caller
is experiencing an emergency they may hit 00 for the operator and a TSC manager will be paged to assist.
If the call is not an emergency, the caller should leave a message with their name, company name and ID,
telephone number and a brief description of the reason for the call. Messages are checked frequently and calls are
returned in the order in which they are received.
After Hours Emergency: If the Customer is experiencing an emergency they should call the TSC at 800 -247-
2363. The call will be routed to an answering service where the Customer should leave a clear message with their
name, company name and ID, telephone number and a brief description of the reason for the call. The on -call TSS
will be paged and will return your call.
E mail Requests: The TSC may be accessed by the Customer's technician via email at help @r911.com. Note:
Emergency or very important requests should always be phoned into the TSC. E -mail can sometimes be unreliable
and the TSC has no control over the timely delivery of requests. E -mail service level commitments are based on
the time the requests actually reach the TSC.
6t/ (14
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Plant CML
Communications Department 2010
Appropriation #43 -555.0 P.O. #26867
Contract Not To Exceed $5, 1 00.00
4. Problem Diagnostics and Resolution.
If the problem is beyond the scope of the REVERSE 911® System TSS, the problem will be escalated to the
appropriate PLANTCML staff member for resolution. If the Customer resolves the problem, the Customer's
technician will call the TSC to report resolution. The REVERSE 911® System TSS will document the repair notes
into the case and then close the case.
5. Remote Connection Support
The TSC will make every reasonable effort to support remote connections to the REVERSE 911® System server.
Third party software or network configurations including but not limited to Customer firewalls or proxy servers,
which restrict remote connection, are the responsibility of the Customer.
C. REVERSE 911® System Software Application Program Fixes
Application software program fixes are defined as resolutions to problems that result from a defect in the application
software product or supplied documentation. Customers will be notified of the availability of program fixes by a
REVERSE 911® System Product Change Notice posted on the REVERSE 9110 System web site. The Customer
may then contact the Technical Support Center to order the program fix at no additional charge provided that the
Support Program is in effect. The program fix will be available only within the current release of the product and
subsequently will be incorporated into future software program updates. Any onsite assistance to accommodate
the fix may be subject to service fees by PLANTCML. For the sake of accurate clarification as to the detected
problem, the Customer is required to submit to PLANTCML a written description of the problem including date,
time, position, call -taker ID, and a general description of the problem. Such written description shall be sent to the
TSC.
D. REVERSE 911® System Software Application Program Updates
Application software program updates are defined as minor enhancements to the already purchased product
feature functionality set. A product change is classified as minor, in the discretion of PLANTCML, based upon the
impact of the change to the core functionality of the product. Customers will be notified, by a REVERSE 911®
System Product Change Notice posted on the REVERSE 911® System web site, of all application software
program updates. The Customer may then contact the Technical Support Center to order the update at no
additional charge provided that the Support Program is in effect. Application Software program updates will roll into
the existing Support Program, thereby not extending the term of the Support Program. Any change in the two
numbers following the decimal point within the product version number constitutes an application software program
update (for example a change from product version 1.10 to 1.20, or 2.11 to 2.12, or 3.20 to 3.30 et. al. will
represent an application software program update).
A. Data, Maps and Geocoding Support
Customer provided data and maps remain the responsibility of the Customer and must comply with the minimum
requirements provided by PLANTCML. PLANTCML will make every reasonable effort to assist in providing the best
available geocoding percentage (i.e. match rate). Manual geocoding efforts on Customer provided data or
Customer provided maps by PLANTCML through automated means will be billed at the professional services rate
(currently, $225 /hour).
I r
66 EXHIBIT
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Plant CML
Communications Department 2010
Appropriation #43 -555.0 P.O. #26867
Contract Not To Exceed $5,100.00
B. Operating Systems and Database Maintenance
Operating system and database maintenance are the responsibility of the Customer. Customers should contact the
TSC before applying any operating system version changes, JAVA version changes or Microsoft SQL version
changes to the REVERSE 911® System
C. Disaster Recovery, Anti Virus and Backups
Disaster recovery, anti -virus protection, and software and database backups are the sole responsibility of the
Customer.
D. New Modules
New modules are defined as separate and significant functionality outside the already purchased feature set of the
software products. New software modules are not included as part of this Support Program, but will be made
available at a price to be determined upon their release.
E. On -site Installation or Project Management Support
On site installation and or project management services are not covered under this Support Program. Such
services may be provided pursuant to a separate Statement of Work detailing the specific services to be rendered
for a given project and the applicable price.
F. Training
Training is not covered under this Support Program. Training is available at PLANTCML's prevailing rates.
G. Post Installation Support Limitations
PLANTCML's support obligations hereunder will not apply to any REVERSE 9110 System supported application
software or hardware if correction of an error, adjustment, repair, or parts replacement is required because of:
Accident, neglect, tampering, misuse, improper insufficient grounding, failure of electric power, the
End User and /or others to provide appropriate environmental conditions, relocation of hardware or
software, or causes other than ordinary use.
Repair or alteration, or attempted repair or alteration of any REVERSE 911® System supported
product (hardware and /or software) by the End User or others.
Connection of another machine, device, application or interface to REVERSE 911® System supported
equipment (hardware and/or software), the End User or others, which has caused damage to
REVERSE 9110 System supported equipment.
Damage or destruction caused by natural or man -made acts or disasters
Failure or degradation in performance of REVERSE 911® System supported equipment (hardware
and /or software) due to the installation of another machine, device, application or interface not
specifically certified and approved by PLANTCML for use.
66 EXH1 IT ik,.51(Lf
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Plant CML
Communications Department 2010
Appropriation #43 -555.0 P.O. #26867
Contract Not To Exceed $5,100.00
The operation of the software in a manner other than that currently specified by PLANTCML.
The failure of the Customer to provide suitable qualified and adequately trained operating and
maintenance staff.
Incompatible or faulty customer equipment.
Unauthorized database or configuration files access without PLANTCML's written approval.
Modifications made without PLANTCML's written approval to the OS, network, hardware or software
environment or software applications.
Further, support described herein does not include cosmetic repairs, refurbishment, furnishing consumables,
supplies or accessories, making accessory changes or adding additional devices or software applications.
Telephone support and/or field engineering to rectify such unsupported failures as described above may be
obtained from PLANTCML on a time materials basis as set forth in the applicable price list. The labor rate
charged will be the current PLANTCML labor rate (plus expenses) at the time service is requested.
H. Other Services
Other services not specifically identified as being included in the "Support Services Provided" section of this
program are not included.
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