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Resolution No. 7678• r' E I 3 'lam .. 1 RESOLUTION NO. 7678 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A 4 REVERSE 911 INTERACTIVE NOTIFICATION SYSTEM LICENSE 5 AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND SIGMA COMMUNICATIONS, INC. 6 7 WHEREAS, Sigma Communications, Inc. ("Sigma") has developed a 8 patented REVERSE 911 Communications system that is an automated 9 notification system employed during emergencies to notify residents and 10 businesses in a specified geographic area of evacuation procedures; and 11 WHEREAS, the City of Vernon desires to purchase a REVERSE 911 12 system to be used by various City departments during emergencies that 13 may require evacuation notification in addition to hazardous material 14 emergencies and electrical brown -outs; and 15 WHEREAS, a Fund 60 account was established to collect business 16 fees from the hazardous waste treatment, storage and disposal 17 facilities in Vernon that can only be utilized for the acquisition of 18 hazardous materials response equipment and services; and 19 WHEREAS, funds for the purchase of the REVERSE 911 system are 20 identified in the Fund 60 budget for the fiscal year 2000-01; and 21 WHEREAS, on December 4, 2000, the Finance Committee 22 recommended to the City Council that the REVERSE 911 System be 23 purchased at an approximate cost of Forty Thousand Dollars and No Cents 24 ($40,000.00) pursuant to the recommendation of Bruce V. Malkenhorst, 25 the Director of Finance, dated November 21, 2000; and 26 WHEREAS, by letter dated December 12, 2000, Sigma submitted a 27 revised quotation based upon the compatibility of the REVERSE 911 28 system with the City's new phone system configuration and capacity, a 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18. 19 20 21 22 23 24 25 26 27 28 copy of which is attached hereto as Exhibit "A" and made a part hereof, which is less than the prior quotation of August 10, 2000; and WHEREAS, the City Council finds that, based upon the above, Sigma is the only qualified vendor able to provide the REVERSE 911 communications system; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of Subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to proceed with the purchase of the REVERSE 911 system and to enter into an agreement with Sigma setting forth the terms and conditions of the utilization of the REVERSE 911 system. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and SECTION 2: The City Council of the City of Vernon hereby approves the REVERSE 911 Interactive Notification System License Agreement with Sigma, a copy of which is attached hereto as Exhibit "B and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Agreement for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to transmit one fully executed original of the Agreement to the following: Sigma Communications, Inc. Attn. Gayl W. Doster, President 714_N. Senate Avenue, Suite 200 Indianapolis, Indiana 46202-3112 - 2 - 1 2 3 4 5 6 7 81 9' 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 19th day of December, 2000. ATTEST: BRUCE V. MALKENHORST, City Clerk -AJ7�ZG LEONIS C. MAL1kTJRG, M or - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 7678, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, December 19„ 2000, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT 0 a :81:flwww.rreuer5e91 J.coin L714 N. Senate Ave., Suite 200, Indianapolis, IN 46202 317-631-0907 N 800-247-2363 ■ fax 317-631-6586 INTE11119TWE N6T1HU111B# SYSTEM December 12, 2000 Lt. Steve Towles Vernon Police ]'department 4305 S. Santa Fe Ave. Vernon, CA 90058 Dear Lt. Towles, T had a conversation with your telephone vendor yesterday, and we discussed the compatibility of REVERSE 9110 with you new phone system. Everything is a go- but base upon your phone systems configuration and capacity, I recommend that we delete the need for our "linegrabber feature, and replace it with another voice card. This will bring the calling port capacity to 24, which is actually excellent for your community and situation. Also, the over all amount of the system goes down ,just a bit, which i doubt anyone would be upset about. Please find attached a copy of the revised quotation. Please let me know if you have any questions, or would like to discuss the change made on the quotation. Thanks! Sincerely, Wtmt & / Michael Bower QSIGMA MICRO CORPORATION .r www.reverse9ll.com Mbl714 N. Senate Avenue, Suite 200 Indianapolis, IN 46202 (317) 631-0907 (800) 247-2363 FAX (317) 631-6585 WTERACTIVE COMMUNITY NOTIFICATION W W W . r• v O r 2 0 9 g 1. s p ht QUOTATION FOR: VERNON POLICE DEPARTMENT Vernon, CA Date: Dec. 12, 2000" Population 50,000 OTY Calling Computer, UPS, Monitor, Tape Drive, CD-ROM, Printer 1 R911 1 Intel Voice Cards (4 Ports Each) 5 Software Options Community information Line 1 Guardian Calling 0 Mobilization 0 Goo -Faxing 1 Fax On Demand 0 Beat Voice 1 Da%Ba" Options Database 1 Hardware Options Intel T-1 Interface 24 Ports 0 Intel Voice & Fax Card (4 Ports) 1 Lire Grabber 0 Printer/Scanner Upgrade (For Faxing) 1 Calling Ports 24 price $5,250 $8,500 $10,000 2nd Year Extended Warranty $788 $1,275 $1,500 $2,400 $360 $0 $0 $0 $0 $2,400 $360 $0 $0 $3,000 $460 $1.288 $1,203 ;10 Total $36,691 Discounted Total �4,500' Software and Hardware Maint. Database Maint. Reverse 911 Is a Registered Trademark of Sigma/Micro Corporation All rights Reserved 2000 Reverse 911 is Patent Protected 'This quote is valid for 30 days from this dare., Plus applicable California Taxes Think You for thisgrtunitv to auate. If you have any questions, please contact Michael Bower, Acct. Exec. At: (800) 247.2363 ext. 6801 e-mail: mpbowerOr911.com $0 $525 $0 $53 $5.311 $1,203 EXHIBIT DEC-19-2000 TU.E 12:50 PM EDUARDO OLIVO FAX 40. 1 P, 04/21 t2/19/00 15:30 FAX SIGMA• 91CRO "CORP IM062 REVERSE 9110 INTERACTIVE NOTIFICAIPION SYMM LICENSE AGMEMENT BETWEEN THE CITY OF VERNON AND SIGMA COMMUNICATIONS INC. GEC-19=2000 TUE 12:50 PM EDUARDO OLIVO FAX NO. 1 P, 05/21 •12/19/00 15;Si FAX SIGNX'M160.60RP REVERSE 911* SYSTEM PURCHASE AGREEMENT AND LICENSE THIS AGREEMENT rAgreement's is made this 19th day of December, 2000 between the City of Vernon a Municipal Corporation (hereinafter the TicenseeA) having its City Hail at: 4305 Santa Fe Avenue, Vernon, Callomia 90U5f3 and installation address at: City of Vemon 4305 Santa Fe Avenue Vernon, Califomia 90056 and Sigma Communications, Inc., an Indiana corporation (hereinafter "Sigma") having its home office at 914 N, Senate Avenue, Suite 200, Indianapolis, Indiana 46202-3112. WHEREAS, the Licensee Is a California 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 promises contained in this Agreement, the Licensee and Sigma agree as follows: SECTION A DUTIES OF SIGMA A 1,0 Grant of REVERSE 911" Software License 1.1 Sigma hereby grants to the Licensee and the Licensee accepts a non transferable and non-exclusive license to use the software materials described in Exhibit OP (Software Description) (hereinafter "REVERSE 911" Software"( in any machine readable form on the 8qulpment described in Exhibit W 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 Licensee only. The Licensee acknowledges Sigma's ownership of REVERSE 9t V0 Software, and agrees that all right, title and Interest in and to REVERSE 911e Software, except as specifically and expressly set Forth in this Agreement, shag remain in and exclusively with Sigma. 1.3 REVERSE 911e Software license does not include REVERSE 911e Software Source Code. Source Code Is defined as the software statements produced by Sigma that contain the MS Aooe087 (Microsoft Corporation) source statements and logic used to write, amend, modify, and customize REVERSE 91110 Software, i 1.4 REVERSE 911e software Includes one (1) compiled master copy of REVERSE 911' Software. 1.5 REVERSE 911e 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 parties hereto. 12116 00 DEC-19-2000 TUE 12:50 PM EDUARDO OLIVO _ I,2/J,9/00_j5 _$1 FAQ FAX NO. 1 SIGMA MICRO CORP P> • 06%21 . Z 004 A2,0 Third Party Software This Agreement may include the sale of software not developed or licensed by Sigma. These software products are licensed to the Licensee under an Agreement provided by the rnanufacturer, A list of the Third Patty 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). A 3.0 Calling Database 3.1 Sigma will provide and load onto Licensee's REVERSE 911' system a calling database meeting the specifications In Exhibit 'I? (Database Specifications), The database (hereinafter "REVERSE 911' Database") will be derived from commercial source(s) and will only be as accurate as the source(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 provider 6 applicable. The data provided by the database supplier wr11 remain the property of that supplier. The licensee will agree to sign the license of the selected data provider (generally the local telephone company) covering use of sold data pursuant to the use described in this document. 32 The Conversion of the data will include the creation of a database that includes the location (including geographic coordinates) of each telephone subscriber's address. The geographic coordinates remain the property of Sigma and may not be used for any other purpose. 3.3 Sigma will take reasonable care to protect the confidentiality of the database according -to the provisions of Section C,12.0, A 4.0 REVERSE 911' Configuration REVERSE 911' software covered by this Agreement shall be used on the equipment listed In Exhibit °A" (Provided Equipment List hereinafter mREVERSE 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. A 5.0 Delivery Terms The REVERSE 911* system covered by this license will be prepared and delivered to the Licensee according to Exhibit "Er (Delivery Schedule), A 6.0 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 on which the Provided Equipment (Exhibit -AJ Is installed at the customWs she, and a test call Is performed. A 7.0 Training One S (eight) hour training session, outlined in Fxhlbit'W, is included in this Agreement, Additional training Is available under separate agreement. SECTION S DUTIES OF LICENSEE 81.0 Purchase Price, Payment, and Other Charges lvt%w 2 DEC-19-2CIOO TUE 12:51 PM EDUARDO OLIVO FAX N0, 1 P. 07/21 42/19/00 15:31 FAX SIGMA. MICRO-CORP `�003 1.1 The price for the REVERSE gill' Configuration as configured in Exhibit "A" (Provided Equipment list) and REVERSE 911 a Software as describe in Exhibit "I" (software Description) is S34M. Payment will be made at the times and in the amounts as stated in Exhibit "W (Payment Terms). 1.2 Licensee will pay arry applicable sales tax or use tax imposed by governmental authorities on the sates of the equipment and/or the software and other services pursuant to this Agreement, Licensee is a govemmental agency and Is exempt from tax. B 2.0 Site Preparation Licensee will prepare the installation site to accommodate the equipment in accordance with the following guidelines: 2.1 REVERSE 9110 console and CPU maybe 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 REVERSE 911 a will be Installed at the direction andcost of the Licensee, 2,2 The Licensee agrees to install all necessary power supplies for the CPU and all peripherals. 2,3 The Licensee will be responsible for obttaining all consents necessary to connect any equipment included in REVERSE 911e Configuration (Section A, 4.0) and/or its peripherals to telecommunication lines. Such consents shall be obtained prior to the scheduled installation date, 2.4 The Licensee represents and warrants to Sigma that: a) adequate electrical 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 wrth 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 Llst) that meets the requirements set forth In Exhibit T (Environmental Considerations). Fallure to provide such an environment may delay the installation of the items in this Agreement. B 3.0 Autriorized Use 3.1 The Licensee may authorize end users, defined for purposes of this Agreement as its employees, volunteers, and officials to utilize REVERSE 911 0 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 and user fight: This REVERSE 91111 Software and all related tapes, diskettes and manuals are copyrighted property of Sigma, and use thereof is strictly limited by United States Copyright law and the terms of a non-exclusive license Agreement (the "License Agreement") between Sigma and the City of Vernon. Unauthorized use or disclosure of such software and related tapes, diskettes or manuals constitutes infringement of Sigma's copyright and'a violation of Tide 17 of the United States Code and shall subject the infringing party to civil liatbility. WIN Infringement shall also subject the Infringing party to criminal liability (17 USC 6506). Your use of this program and all related tapes and documentation Is limited as follows: (a) you may not modify and/or change REVERSE 9116 Software Into another program without the prior written consent of Sigma, which consent may be denied for any or no reason; (b) you may not transfer any copy of REVERSE 91110 Software and/or the right to use the same without prior written MOM s DEC-19-2000. TUE 12:51 PM EDUARDO OLIVO 12/19/00 15:32 PAX FAX NO. 1 S I CMA' XI CRO 'COt2P P. , 08/21 .�QQ6 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 proprietary property of Sigma, and must be returned to Sigma upon termination of the >icense 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) it you transfer possession of any copy, modification or merged portion of REVERSE 911"Software to another party, your right to use it shall automatically be terminated. 1.1.2 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 911" 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. 94.0 Unauthorized Use The Licensee shall not permit any person who is not an authorized end -user of the Licensee to access arty 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. 13 5.0 Copyright The Licensee shall include the appropriate copyright notice on each display or other copy of REVERSE 9110 Software and each copy of documentation used by its authorized end users. All documentation, software, and related materials provided by Sigma will contain the appropriate copyright notice. Those copyright notices shall not be removed or diminished by the Licensee. B 6.0 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. B 7.0 Unauthorized 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 promptly furnish 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 Ntigation against third parties deemed necessary by Sigma to protect Slgma's proprietary rights. - SECWK C GENERAL PROVISIONS C 1.0 inspection IWIN o 4 DEC-19-2,000 TUE 12:51 PM EDUARDO OLIVO FAX NO, 1 P. 09/21 .12/19/00 15:32 FAX SIGMA. XICRO.CORi' To enable Sigma to take such steps as may be reasonable to protect its proprietary 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. C 2.0 Maintonamee During the warranty period Sigma will provide service to the Licensee pursuant to the terms of the Warranty In Section 07,0. Additionally, Sigma will provide during the Warranty period 800 phone support during normal business hours of 8-.30 am. to 5:00 p.m. EST Mondays through Fridays (Excluding holldays� 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 Acceptance 3.1 The Licensee shall have a period of thirty (30) days after training date (as defined to Exhibit V) to test REVERSE 911m before acceptance, The Licensee Is responsible for testing REVERSE 911* during the Acceptance period. 3,2 The Licensee will be deemed to have accepted REVERSE 9110 unless the Licensee notifies Sigma In writing prior to the expiration of such thirty (30) day period of all material defects and failures. Sigma Shan have three (3) weeks CCure 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 911m. 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 Period, In the event of termination, under this Section C, 3.0, the Licensee shall return REVERSE 911a to Sigma, Sigma shall promptly reimburse the Licensee for any portions of the purchase pike therefore paid by the Licensee, and neither pally shoo have any f urther obligation to the other. 32 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. C 4.0 ArbitratW 4.1 if any dispute arises under the terms of this Agreement, the parties agree to select a mutually agreeable neutral third party to help medlate It. 0 the patties cannot agree on a mutually acceptable neutral third patty to mediate within seven days after the dispute arises, or 1 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 deolsion of the arbitrator shaft be final. Cost and fees other than attorneys tees associated with the mediation or arbitration shall be shared equally by the parties, The prevailing party shalt have their attorneys' f ee paid by the other party. C 5.0 Indemnity of Icensee 12n9/W DEG-19-2000 TUE 12:52 PM EDUARDO OLIVO .FAX NO. 1 P, 10/21 12/19/010 15; 33 FAX SIGMA -iltk0 �COR T(l oo'8' 5A Sigma shall indemnify, hold the Licensee harmless with respect to and defend any sull, 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' famished by Sigma to the Licensee or the use thereof by the Licensee constitutes an infringement of any third party'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 Ligation; (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 Sigads account without Sigma's prlor written consent; and (5) ali expenses incurred or amounts recovered in connection with such claim, whether by settlement or litigation, shall be for SigoWs account. Sigma shall have no liabil'dy 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 Sigrna, nor shall Sigma have any liabiTdy 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. 5.2 THE FOREGOING SPATES SIGMA'S ENTIRE LIABILITY HEREUNDER OR OTHERWISE WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS AND OTHER PROPRIETARY RIGHTS. 5.3 if at any time any allegation of Infringement with respect to REVERSE Oil 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 modify or replace REVERSE 911* with equivalent programs so as to avoid the infringement C 6.G Indemnity of Sigma 6.1 The licensee shall Indemnify, defend, and hold Sigma harmless with respect to and defend arty suit, Balm, or proceeding brought against Sigma pertaining to the use of REVERSE Slim, REVERSE 911" Configuration, REVERSE 911m Software or REVERSE 911a Database Griping out of any negligence of the Licensee, C 7.0 Limited Warranty 7.1 IF REVERSE 911e 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, 72 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 i3EVERSE 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. 7.3 EXCEPT FOR THE ABOVE WARRANTY, SIGMA PROVIDES NO 01HER WARRANTY OF ANY KIND; EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SIGMA'S WARRANTY WOO a DEC-19=2000 TUE 12:52 PM EDUARDO OLIVO -FAX NO. 1 P. 11/21 ` I2/19%00 15: 34 FAX SIGMA MICR$ CORP 009 OBLIGATION HEREIN IS STRICTLY LIMITED TO THE FORM OF REVERSE w16 AS DELIVERED TO THE LICENSEE. ANY MODIFICATION OR CHANGE MADE TO REVERSE 911e 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. C 9.0 Limitation on Liability 8.1 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. 8.2 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 9110. 8.3 SIGMA'S SOLE OBLIGATION IS TO FIX THE SYSTEM, IF NECESSARY, DURING THE WARRANTY PERIOD. C 9.0 Exoused Performance Each party to this Agreement wili 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 Imited 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. C 10.0 Termination of Agreement This Agreement shall continue in full force and effect Indefinitely from the date of execution, unless earlier terminated by written Agreement of the parties, However, If either party is in default in the performaime of Its obligation hereunder, and such default shall have continued for thirty (30) days after written notice thereof shall have been given to such defauting party by the other party, such other party shall have the right to terminate this Agreement by giving seven (7) additional days wrtten notice to the defaulting party; provided, however, that in the event the licensee Is the defaulting party, the total amount set forth In . Section 8, 1.0 not yet paid shall Immediately become due and payable so long as Sigma has fulfilled its obligation of delivery as set forth in Section A, 5.0. In the event Sigma Is the defaulting party, and has not complied with the delivery schedules of Section A. 5.0, the Licensee shall have no further obligation for payments and shall upon request be entitled to reimbursement of any monies paid; and, having been so reimbursed, be obligated to return any and all copies of REVERSE 911e Software, REVERSE 911m Database and any equipment and supplies delivered to It or its representatives. The Licensee agrees upon termination for any reason whatsoever to return at copies and modifications In any form, whether in the possession of the Licensee ardor Its authorized end users, or, in the altemative, to cettfiy that all such modifications and copies have been destroyed. C 11.0 Breach and Waiver of Agreement 11.1 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, 1211ww 7 DEC-19-2000 TIDE 12 : 52 PM EDUARDO OL I VO FAQ{ ' NO. 1 P;, • 12/21, 11/19/00 15:34 PAX SICMA kXCRO CORP CMolo 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 writing 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 Confidentiality 12.1 Both parties agree to keep confidential during the term of this Agreement and thereafter any proprietary data or information obtained by It concerning the other party hereto; provided, however, there shall be no restriction concerning confidentiality or disclosure with respect to; 12.2(Q information or data required to be disclosed by government requirements (to the extent of the disclosure required); (il) information or data which at the time of disclosure is already lawfully In the possession of the receiving party; (ii) Information or data which at the time of disclosure was lawfully or property in the public domain; Qv) 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 rightful possession of the third party, C 13.0 Entire Agreement This Agreement supersedes any and all other Agreements, oral or written, 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 unenforceable, 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 jurisdiction shall reform the provision to reproduce its nearest enforceable economic equivalent. C 16.0 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 written 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 of consolidation, provided; however that the assigning party shall continue to be responsible for its obflgations hereunder unless written consent to the contrary is given by the other party hereto. C 17.0 Successors This Agreement shall Inure to and bind the parties hereto and their respective hens, devisees, legatees, successors, assigns, and legal representatives. C 10.0 Notice VAOM 6 ,GEC-IR-2,000 TUE 12:50 PM EDUARDO OLIVO FAX NO. 1 P. 02/21 -12/19/00 10: 43 FAX SIGMA MICttO• COJ P IM 602 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 Courrterpmts 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, shalt for all purposes be deemed a fully exxeWed Agreement. This Agreement shall be governed by and construed in accordance with the taws of the State of California. SIGMA COMMUNICATIONS, INC. ST. t,J Clot. - Printed: a W.I7osier Title: President THE CITY OF VERNON By: Printed: _ Leonis C. Matburg Title: Manor �� Date: -1'3 e G 0 C-1 pate: By: f Printed: Albert s ka Title: Ch Irrnan Date: I 4 -I' i" p Attest: Printed: _ Btuce V. Malkenhorst Title: _Citycierk Approved as to form: Eduardo OIW City Attorney 9 DEO-1972000 TUE 12:53 PM EDUARDO OLIVO , FAX NO, 1 P., 13/21 ^$2/10/bk,_15:35 FAX SIGMA IClto•Coitl'' laoll' 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. 010.0 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 California. SIGMA COMMUNICATIONS, INC. -- Printed: Gayl W. Poster Title:-r_esIdOM Date: Printed Albert H.H. Langsenkgmp Title: Chairman THE CITY OF VERNON By: Printed:. Lecnis Q. Malburg Title: _ Mayor _ Date. Attest: panted. Bruce,V. Malkenhorst Title: City Clerk Approved as to form: Date: Eduardo OWo City Attorney ,DEC- I R-'2400 TUE 12 : 53 PM EDUARDO OL I VO FAX .NO. 1 P. 14/21 12/19/00 15 :35 FAX SIGMA • iCIZO -CORP liilol` 2' EXHIBIT A Provided Equipment: 'Fault Tolerant Computer Consistinm of ■ 14 Slot B w:k Plane Single Board Computer ■ 2 - Redundant, Hot Swappable 25OW Power Supplies r 2 - Redundant, clot Swappahle7.2 Gigabyte Herd DAM ■ Pentu mm 600 MHz Processor • 12s Ym Rxm (256 MD for aystftm of 16 lines or greater) • 19. 5U Positive Prersure Flack -Mount Chassis, rnaets VIA RS-3100 standard ■ Replaceable Air Filter ■ ONIOFF Switch Protection Cap ■ Dual Hot -Swap, Sall -Bearing Cooling Fans a Shook -Mount Cushion for the Drive Bracket P'HE,RAI�S ■ 52x CD-ROM Drive of better • 1.40B 3 %7 Jaloppy Drive • UP 4.019.0 CM Internal WE Tape Drive 11 PCI Su;mVGA Cicaphics Ap 4mmtor with I} 91W Video and ZO DRAM • is" DigU Maltin%edia Color Display • Color Ink Jet Printer (ScunneY/C01or printer combo with Faxing Clption) ■ 104 Enhanced Keyboard a Microso0. PS/2 Manse a 56KWomIntesnalModem ■ Unmt mptible Power Supply ■ System Telephone ■ Five (5) 4-Port Voice Cards • Ono (1) 4 Port Voicc/NAX Card Provided V Party Software: Windowsm NT Laplinke Backup Software Anti-Vlcns Software mvbfb Corporation Softwaze WbWows MT Is a ro*Med tradomik of Wcmofi~ Corporaliom UpSekls a rWsWad fradema* of irmwft Software, fie. su►srw 10 DEG-1972900 TUE 12:53 PM EDUARDO OLIVO FAX NO. 1 P,_ 15/21 ^� 42/19/00 15:35 FAX SIGMA MICRO' CORD 121015 ' 6 18 INVOICE DATE AND PAYMENT TERMS: Sigma will send customer an Invoice on or about sixty (GO) days from contract execution (invoice date). Payment is due in full upon receipt of invoice. DEC--19-2000 TUE 12 ; 54 PM EDUARDO OL I VO FAX NO. 1 P. 16/21 12/19/0b 15:36 FAX SIGMA -XICRO CORD IM014 EXHiIBIT i" IRD PARTY SOFTWARE UCENSES MAPINFO CORPORATION WCENSE 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 Mapinfo. nSoftware 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 Mapinfo 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 Copes" means the actual copies of all or any portion of the Data, Including backups, updates, merged or partial copies permitted hereunder or suppled by Mapinto In the future. "Related Materials" means aft of the printed materials and wuhMever is in this package, the non -Software and non -Data contained on the media which are supplied In this package or later supplied by Mapinfo for use with the Software. "Lloense" means the grant of certain limited rights to use and maintaln the Software, Software Copies, Data, Data Copies and Related Materials. In order to preserve and protect its rights under applicable law, Mapinfo is not selling you ownership tights to Software or Data (owned by or licensed to Mapinfo). Mapinfo specifically retains title to all Mapinfo Software, Data and Related Materials, and Mapinfo 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 Mapinfo and third party licensor information including copyright notices are malntained, 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. AN rights not specifically granted to this License are reserved by Mapinfo MJSIFS iVOT PI=RMITTED; YOU MAY NOT (i} Make derivative works including but not limited to translations, adaptations, arrangements or any other alteration (each of which would become the property of Mapinfo or its licensors, as applicable) or make copies of the Software or Data, except as permftted above; (2) Make copies of the Related Materials; (3) Use any Mapinfo 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 decompllation 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 Mapinfo 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. PURATION: This License Agreement Is effective from the day you open the sealed media package and continues until torminated. if you fail to comply with argr provision of the t_icense, termination Is automatic, without notice from Mapinfo and without the necessity for recourse to any judicial authority. Upon termination, you must destroy the written materials, the Software, Data and all Software and Data copies. Mapinfo can also enforce its other legal and equitable rights. nun 12 DEC-19-2000 TUE 12 ; 54 PM EDUARDO OL I VO% . FAX NO. 1 ' P., V21, _12/19/Od 3,5:37 FA7�,�.,. SIGMA MICRO 00kii .1 Q015 GENE 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 written amendment signed by an authorized Maplato 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 WMJLA Yii Y COVERIN9. THE 2HMICAL MEDIA AND PRINTI D-MATERIALS: Mapinfo warrants 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. Mapinfo's entire liability and your exclusive remedy as to defective media or Related Material(s) shall'be, at Mapinfo's option, either return of the license purchase price or replacement of the media or Related Materiaf(s). Each defective itern, along with proof of license purchase and date, must be sent in a traceable manner, to: Mapinfo Corporation, One Global View, Troy, New York,12180. DISCLAIMER REPARDINO THE SOFTWARE AND RELATED MATERIALS; THE SOFTWARE, DATA AND THE RELATED MATERIALS ARE PROVIDED "AS IS." EXCEPT AS MAY OTHERWISE SE 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 ENT'iRE 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 Its CONNECTION WITH THE SOFTWARE, THE DATA MWOR 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 f:XCLUDING OR LIMITING SUCH DAMAGES MAY NOT APPLY TO YOU. &9%gNLEDGME .: 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 written information or advice given by Mapinfo, its dealers, dfstrlbutors, 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 exdushre statement of agreement of Mapinfo and you, and supersedes all proposals or prior agreements, oral or written, and any other communications you may have had prior to purchasing your license. (3) Except for the price and delivery terms agreed upon by both parties, the terms and conditions of this Lioense 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 agre©d to by each person using a licensed product. ivioroe 13 DEC-19.-2000 TUE 12 ; 55 PM EDUARDO OL I VO FAX NO. 1 • P. 18/21 I2/19/00 15; 38„ FAX SIGMA-MICRO-CORP vole GOVERN: This Agreement shag be governed 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. GO ERNMENT RESTRICTED RIGHT : 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, Government is subject to restrictions as set forth In this license Agreement pursuant to the provlslons at DFAR 252.227-7202-3 or subparagraphs (c)(i) 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 rights in privately developed computer software and data. Contractor is Mapinfo Corporation, One Global View, Troy, NY 12180. 131ghts are reserved under copyright laws of the United States with respect to unpublished portions of the Software. MOM 14 DEC-19,,2000 TUE 12 59 PM EDUARDO OLIVO FAX NO. 1 12/19/00 ' 15: 3939 FAX SIG&k MIG'R& CORP P. , 01' IOx7 EXMBIT its DELNERYSCHEDULE The RIKSE 9118 System as defined in Exhibits A and F will be snipped witbin 60 days fOHOVAng date this agreement is c xmW by both parties. 12ILM 15 DEC-19-2000 TUE 12:59 PM EDUARDO OLIVO FAX.NO. 1 ^12119100 15a40 FAX SIGMA "CORP.' •P, 02 ` EX14BILT E I:NVIRONNE'NTAL GOWDERA11ONS REVERSE 911* configuration requires the following operating environment: Temperature Range: 60 •96OF Hurridfiy flange; 20. 80% Electrical Requirements: 120-125V, 15A dedicated circuit plug is NEMA WD. AN other peripherals 120-125% 15A plug is NEMA WO-1, WIM 16 DEr7197'2000 TUE 01 00 PM EDUARDO OLIVO , FAX N0, 1 P. ' 03 ^12/1s/00 15:41 VAX SIGMA-VICRO'CORP •r�o19« EMBIT F SOFTWARE DESCRIP77ON Sg"2: REVERSE at1°0: Allows for oailing 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 nutters from groups. List calling will call lists of phone numbers and deliver a message. includes surrey capabilities which enables officials to gain valuable citizen feedback on important issues. This module Includes our nightly transmission preventative maintenance program. Bulletin card: The Community information tine establishes a 24fiour voice bulletin board. This option enables Citizens to call and get up-to-date voice messages regarding their community, including such information as neighborhood crime, street repairs, school closings', zoning requests, recreational events, etc. Users also have the ability to canvas citizens on the quality of services provided by the agency and receive detailed feedback from citizens. Outhound Eming Gives users the option to send an outbound call session comprised of faxes, In adMion, users are able to set up a call session called "Got Fax Numbers` which can send out a message requesting fax numbers from the community and will automatically update records based on callees' responses. voice Mai I This option enables message processing including notification via pagers or pre -determined phone locations and confirmation of message defvery. 12AWW 17 Df C�- Y9 ,,2400 TUE 01, 00 PM EDUARDO OL I VO FAX NO. 1 • P `04z X2/ P9 0.0 q.*41 FAX SIGlrA rI1Ck0'G6RP ,14020 EXHIBIT G r"ANNG Training on REVERSE 911 * will be held at the offices of the Licensee during normal business hours (8:00 a.m — 6:00 p.m. Monday through Friday). 'training Is to be "hands on' where 1 (one) attendee of the session will be at the Computer operating the mouse and all other attendees will be watching the monitor. Included In the price of this agreement is a 1 (one) day, up to 8 (eight) hour training session to be broken out into (1) d general user session where an overview of all modules is taught and (2) a system administrator session where all default settings, user access and administrator modules are taught A maximum of 8 (eight) people may be trained during the general user session and a maximum of 8 (eight) people may be trained at the system administrator session. Additional training may be purchased under separate agreement. Licensee will appoint the system administrator(s). The system administrator(s) must attend the general user training session, PW,-I,9, LP00 TUE 01:01 PM EDUARDO OLIVO FAX NO. 1 P. , 05 e12,,/Y8/,00 15:42 FAX SIG3i4 9ICR6-(jolRP 2021 l(H� IBIT H DATABASE SPECIR ION REVERSE 911" will provide the initial database for REVERSI 9112. It will consist of all listed phone numbers that can be commercially acquired with addresses for both residences and businesses. The database iWM be provided, and installed along with longitude and latitude positions. 12119M 19 SUPPORTING DOCUMENTS CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 581-7924 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 January 29, 2001 Gayl W. Doster, President Sigma Communications, Inc. 714 N. Senate Avenue, Suite 200 Indianapolis, Idiana 46202-3112 Dear Mr. Doster: EDUARDO OLIVO City Attorney FAX: (562) 9274722 KEVIN WILSON Director of Community Services & Water FAX: (323) 588-2761 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 583-1983 DAVE TELFORD Fire Chief FAX: (323) 581-1385 BRUCE W. OLSON Police Chief FAX: (323) 583-5236 Enclosed is a fully executed duplicate original License Agreement for the Reverse 911 Interactive Notification System between the City of Vernon and Sigma Communications, Inc. which was approved by City Council on December 19, 2000 If you have any questions, please refer them to Mr. Lewis Pozzebon, Director of Environmental Health at ext. 229. Very truly yours, ,yam-yc-d Gloria J. O sco Chief Deput City Clerk GJO : r>9Xt cc: Lewis Pozzebon Agreement File #00-085 OFFICE OF THE CITY ADMINISTRATOR/CITY CLERK 91 INTER -OFFICE MEMORANDUM DATE: January 29, 2001 TO: Lewis Pozzebon Director of Env' onmental Health FROM: Gloria J. Oro , Chief Deputy City Clerk RE: Reverse 911 - License Agreement Enclosed 'herewith is a copy of the Reverse 911 Interactive Notification System License Agreement between the City of Vernon and Sigma Communications, Inc. and Resolution No. 7478, which were approved by City Council on December 19, 2000. Attached you will find the original invoice from Sigma Communications, Inc. which needs to be processed for the Reverse 911 System charge. Thank you. GJO:mt Attachments CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 826-1438 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 October 23, 2001 Sigma Communications, Inc. Attn: Gayl W. Doster, President 714 N. Senate Avenue, Suite 200 Indianapolis, IN 46202-3112 Re: Reverse 911 System License Agreement Dear Mr. Doster: EDUARDO OLIVO City Attorney FAX: (562) 927-8722 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Municipal Utilities FAX:. (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX:(323)826-1481 Transmitted herewith is a duplicate original copy of a system support agreement approved by the Vernon City Council on October 17, 2001. If you have any questions regarding this matter, please call Mr. Lewis Pozzebon at 323/583-8811 ext. 229. Very truly yours, CITY F VERNON Y Glo is J. O // sco Chief Deputy City Clerk GJO:ng CC: Lewis Pozzebon Agreement File No. 01-022 r REVERSE 911® INTERACTIVE NOTIFICATION SYSTEM LICENSE AGREEMENT BETWEEN THE CITY OF VERNON AND SIGMA COMMUNICATIONS INC. REVERSE 9110 SYSTEM PURCHASE AGREEMENT AND LICENSE THIS AGREEMENT ("Agreement") is made this 19th day of December, 2000 between the City of Vernon a Municipal Corporation (hereinafter the "Licensee") having its City Hall at: 4305 Santa Fe Avenue, Vernon, California 90058 and installation address at: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 and Sigma Communications, Inc., an Indiana corporation (hereinafter "Sigma") having its home office at 714 N. Senate Avenue, Suite 200, Indianapolis, Indiana 46202-3112. WHEREAS, the Licensee is a California 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 promises contained in this Agreement, the Licensee and Sigma agree as follows: SECTION A DUTIES OF SIGMA A 1.0 Grant of REVERSE 911® Software License 1.1 Sigma hereby grants to the Licensee 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 Licensee only. The Licensee acknowledges Sigma's ownership of REVERSE 911® Software, and agrees that all right, 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 9110 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 AccessTM (Microsoft Corporation) source statements and logic used to write, amend, modify, and customize REVERSE 9110 Software. 1.4 REVERSE 9110 software includes one (1) compiled master copy of REVERSE 9115 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. iuwroo 1 A2.0 Third Party Software This Agreement may include the sale of software not developed or licensed by Sigma. These software products are licensed to the Licensee under an Agreement provided 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). A 3.0 Calling Database 3.1 Sigma will provide and load onto Licensee's REVERSE 91111 system a calling database meeting the specifications in Exhibit "H" (Database Specifications). The database (hereinafter "REVERSE 911" Database") will be derived from commercial source(s) and will only be as accurate as the source(s) of the database. Use of REVERSE 9110 Database is restricted to use on the REVERSE 911® Configuration and subject to any other restrictions placed on it by the provider if applicable. The data provided by the database supplier will remain the property of that supplier. The licensee will agree to sign the license of the selected data provider (generally the local telephone company) covering use of said data pursuant to the use described in this document. 3.2 The Conversion of the data will include the creation of a database that includes the location (including geographic coordinates) of each telephone subscriber's address. The geographic coordinates remain the property of Sigma and may not be used for any other purpose. 3.3 Sigma will take reasonable care to protect the confidentiality of the database according to the provisions of Section C,12.0. A 4.0 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. A 5.0 Delivery Terms The REVERSE 911 a system covered by this license will be prepared and delivered to the Licensee according to Exhibit "D" (Delivery Schedule). A 6.0 REVERSE 911® Installation Sigma will configure, test and install REVERSE 9110 in accordance with the specifications listed herein. Installation for purposes of this Agreement shall be the date on which the Provided Equipment (Exhibit "A") is installed at the customer's site, and a test call is performed. A 7.0 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 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 $34,500.00 Payment will be made at the times and in the amounts as stated in Exhibit "B" (Payment Terms). 1.2 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 governmental agency and is exempt from tax. B 2.0 She Preparation Licensee will prepare the installation site to accommodate the equipment in accordance with the following guidelines: 2.1 REVERSE 911" console and CPU maybe 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 REVERSE 911® will be installed at the direction and cost of the Licensee. 2.2 The Licensee agrees to install all necessary power supplies for the CPU and all peripherals. 2.3 The Licensee will be responsible for obtaining all consents necessary to connect any equipment included in REVERSE 911a Configuration (Section A, 4.0) and/or its peripherals to telecommunication lines. Such consents shall be obtained prior to the scheduled installation date. 2.4 The Licensee represents and warrants to Sigma that: a) adequate electrical 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 Authorized Use IF 3.1 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 strictly limited by United States Copyright law and the terms of a non-exclusive license Agreement (the "License Agreement") between Sigma and the City of Vernon. 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 prior written consent of Sigma, which consent may be denied for any or no reason; (b) you may not transfer any copy of REVERSE 9110 Software and/or the right to use the same without prior written «/00 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 proprietary 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 parry, your right to use it shall automatically 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 9110 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 Licensee 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, taws restricting the use of Automated Calling. B 5.0 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 appropriate copyright notice. Those copyright notices shall not be removed or diminished by the Licensee. B 6.0 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. B 7.0 Unauthorized 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 promptly furnish 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 litigation against third parties deemed necessary by Sigma to protect Sigma's proprietary rights. SECTION C GENERAL PROVISIONS C 1.0 Inspection 12=100 4 To enable Sigma to take such steps as may be reasonable to protect its proprietary rights, the Licensee shall permit representatives of Sigma to inspect during reasonable hours at any location at which REVERSE 9110 and/or its supporting documentation is being used by the Licensee and authorized end users. C 2.0 Maintenance During the warranty period Sigma will provide service to the licensee pursuant to the termsofthe Warranty in Section C7.0. Additionally, Sigma will provide during 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 Acceptance 3.1 The Licensee shall have a period of thirty (30) days after training date (as defined in Exhibit'T) to test REVERSE 9110 before acceptance. The Licensee is responsible for testing REVERSE 911® during the Acceptance Period. 3.2 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 Period. 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. 3.3 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. C 4.0 Arbitration 4.1 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 parry to mediate within seven days after the dispute arises, or 9 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 attorneys 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. C 5.0 Indemnity of Licensee ►2=/0 5.1 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 Licensee constitutes an infringement of any third parry'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 9114, in a manner other than as specified and approved by Sigma as set forth in this Agreement. 5.2 THE FOREGOING STATES SIGMNS ENTIRE LIABILITY HEREUNDER OR OTHERWISE WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS AND OTHER PROPRIETARY RIGHTS. 5.3 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 modify or replace REVERSE 911® with equivalent programs so as to avoid the infringement. C 6.0 Indemnity of Sigma 6.1 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 9110 Configuration, REVERSE 911 a Software or REVERSE 911® Database arising out of any negligence of the Licensee. C 7.0 Limited Warranty 7.1 IF REVERSE 9118 IS USED IN EMERGENCY SITUATIONS, THEN REVERSE 9110 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. 7.2 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. 7.3 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 OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SIGMNS WARRANTY 12M/00 OBLIGATION HEREIN IS STRICTLY LIMITED TO THE FORM OF REVERSE 9110 AS DELIVERED TO THE LICENSEE. ANY MODIFICATION OR CHANGE MADE TO REVERSE 9110 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. C 8.0 Limitation on Liability 8.1 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. 8.2 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®. 8.3 SIGMA'S SOLE OBLIGATION IS TO FIX THE SYSTEM, IF NECESSARY, DURING THE WARRANTY PERIOD. C 9.0 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. C 10.0 Termination of Agreement This Agreement shall continue in full force and effect indefinitely from the date of execution, unless earlier terminated by written 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 party 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 Licensee 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 fulfilled its obligation of delivery as set forth in Section A, 5.0. In the event Sigma is the defaulting party, and has not complied with the delivery schedules of Section A, 5.0, the Licensee shall have no further obligation for payments and shall upon request be entitled to reimbursement of any monies paid; and, having been so reimbursed, be obligated to return any and all copies of REVERSE 9110 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 alternative, to certify that all such modifications and copies have been destroyed. C 11.0 Breach and Waiver of Agreement 11.1 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. t2 100 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 writing 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 Confidentiality 12.1 Both parties agree to keep confidential during the term of this Agreement and thereafter any proprietary, data or information obtained by it concerning the other party hereto; provided, however, there shall be no restriction concerning confidentiality or disclosure with respect to: 12.2(i) information or data required to be disclosed by 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 rightful possession of the third party: C 13.0 Entire Agreement This Agreement supersedes any and all other Agreements, oral or written, 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 unenforceable, 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 jurisdiction shall reform the provision to reproduce its nearest enforceable economic equivalent. C 16.0 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 written 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. C 17.0 Successors This Agreement shall inure to and bind the parties hereto and their respective heirs, devisees, legatees, successors, assigns, and legal representatives. C 18.0 Notice 12/20/00 Any written notices required of either party by any provision of this Agreement shall be deemed effective on the date received by the parry 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 California. SIGMA COMMUNICATIONS, INC. THE CITY OF VERNON By: _ By: Printed: LGaI W. Doster Printed: Leonis C Malburg Title: President Date: 1 'I -t'> t C d 1:7--' By: Printed: Lan senkam Title: Chairman Date: 1 '�i -b t C- G v 12/19/00 Title: Mayor Date: Attest: Printed: Bruce V. Malkenhorst Title: City Clerk Ap r ved as to form: Eduardo Olivo City Attorney 9 EXHIBIT—. A Provided Equipment: Fault Tolerant Computer Consisting of: ■ 14 Slot Back Plane ■ Single Board Computer ■ 2 - Redundant, Hot Swappable 25OW Power Supplies ■ 2 - Redundant, Hot Swappable 7.2 Gigabyte Hard Drives • Pentium 111600 MHz Processor ■ 128 MB Ram (256 MB for systems of 16 lines or greater) • 19" 5U Positive Pressure Rack -Mount Chassis, meets EIA RS-31OC Standard ■ Replaceable Air Filter ■ ON/OFF Switch Protection Cap ■ Dual Hot -Swap, Ball -Bearing Cooling Fans ■ Shock -Mount Cushion for the Drive Bracket PERIPHERALS ■ 52x CD-ROM Drive or better ■ 1.44MB 3 W' Floppy Drive • HP 4.0/8.0 GB Internal IDE Tape Drive ■ PCI SuperVGA Graphics Accelerator with Digital Video and 2MB DRAM ■ 15" Digital Multimedia Color Display • Color Ink Jet Printer (Scanner/Color printer combo with Faxing Option) • 104 Enhanced Keyboard ■ Microsoft PS/2 Mouse • 56K 3Com Internal Modem ■ Uninterruptible Power Supply ■ System Telephone VOICE • . Five (5) 4-Port Voice Cards ■ One (1) 4 Port Voice/FAX Card Provided 31dParty Software: Windows® NT Laplink® Backup Software Anti -Virus Software MapInfo Corporation Software Windows NT is a registered trademark of Microsoft Corporation. Laplinkis a registered trademark of Traveling Software, Inc, 12M/00 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. ,anaoo 11 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 Mapinfo. "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 Mapinfo 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 Mapinfo in the future. "Related Materials" means all of the printed 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 Mapinfo 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, Mapinfo is not selling you ownership rights to Software or Data (owned by or licensed to Mapinfo). Mapinfo specifically retains title to all Mapinfo Software, Data and Related Materials, and Mapinfo 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 Mapinfo 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 Mapinfo USES NOT PERMITTED: YOU MAY NOT (1) Make derivative works including but not limited to translations, adaptations, arrangements or any other alteration (each of which would become the property of Mapinfo 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 Mapinfo 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 Mapinfo 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 Mapinfo and without the necessity for recourse to any judicial authority. Upon termination, you must destroy the written materials, the Software, Data and all Software and Data copies. Mapinfo can also enforce its other legal and equitable rights. 1=0/00 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 written amendment signed by an authorized Mapinfo 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: Mapinfo warrants 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. Mapinfo's entire liability and your exclusive remedy as to defective media or Related Material(s) shall be, at Mapinfo'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 purchase and date, must be sent in a traceable manner, to: Mapinfo Corporation, One Global View, Troy, 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 written information or advice given by Mapinfo, 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 Mapinfo and you, and supersedes all proposals or prior agreements, oral or written, and any other communications you may have had prior to purchasing your license. (3) Except for the price,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. 12M/00 13 GOVERNING LAW: This Agreement shall be governed 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. Government 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 rights in privately developed computer software and data. Contractor is Mapinfo 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. 12130/00 14 EXHIBIT D DELIVERY SCHEDULE The REVERSE 9110 System as defined in Exhibits A and F will be shipped within 60 days following date this agreement is executed by both parties. 12/20/00 15 EXHIBIT E ENVIRONMENTAL CONSIDERATIONS REVERSE 911" configuration requires the following operating environment: Temperature Range: 60 - 90OF 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-t. 1=/0o 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 XIY 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 surrey capabilities which enables officials to gain valuable citizen feedback on important issues. This module includes our nightly transmission preventative maintenance program. Bulletin Board: The Community Information Line establishes a 24-hour voice bulletin board. This option enables citizens to call and get up-to-date voice messages regarding their community, including such information as neighborhood crime, street repairs, school closings, zoning requests, recreational events, etc: Users also have the ability to canvas citizens on the quality of services provided by the agency and receive detailed feedback from citizens. Outbound Faxing Gives users the option to send an outbound call session comprised of faxes. In addition, users are able to set up a call session called "Get Fax Numbers" which can send out a message requesting fax numbers from the community and will automatically update records based on callees' responses. Voice Mail This option enables message processing including notification via pagers or pre -determined phone locations and confirmation of message delivery. IVW/00 17 EXHIBIT G TRAINING Training on REVERSE 9110 will be held at the offices of the Licensee during normal business hours (8:00 a.m. — 5:00 p.m. Monday through Friday). Training is to be "hands on" where 1 (one) attendee of the session will be at the computer operating the mouse and all other attendees will be watching the monitor. Included in the price of this agreement is a 1 (one) day, up to 8 (eight) hour training session to be broken out into (1) a general user session where an overview of all modules is taught and (2) a system administrator session where all default settings, user access and administrator modules are taught. A maximum of 8 (eight) people may be trained during the general user session and a maximum of 8 (eight) people may be trained at the system administrator session. Additional training may be purchased under separate agreement. Licensee will appoint the system administrator(s). The system administrator(s) must attend the general user training session. «/00 8 EXHIBIT H DATABASE SPECIFICATION REVERSE 9110 will provide the initial database for REVERSE 911®. 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. 12M/00 19 v • M V �� '12tT MOV� Memo n ,,nmental H alth Department To: Ken DeDario, Bruce Olson, Kevin Wilson, and ire Department From: �ewis Pozzebon, Director Date: 01 /31 /01 Re: Reverse 911 System Attached is a copy of the license agreement for the Reverse 911 system. I have forwarded to Finance a Request for Payment for the system. According to the agreement, installation should be underway by February 19, 2001. In addition, the City Attorneys office is currently finalizing a service agreement for the system. Lt. Steve Towles is our contact person for questions or additional information on the project. Attachment xc: `Bruce Malkenhorst (w/o attachment) Ed Olivo (w/o attachment)