HomeMy WebLinkAbout2011-217 AGREEMENT C l 02 10 a 1 $
8, T:
THIS AGREEMENT made and entered into this 18th day of October , 2011 , by and between
Colossus Incorporated a North Carolina corporation , d/b/a InterAct Public Safety Systems ,
hereinafter called the CONTRACTOR and Indian River County , Florida , a political subdivision of the
State of Florida , herein called the OWNER .
The OWNER and the CONTRACTOR, for good and valuable consideration , hereby agree as set forth
below :
Article 1 . SCOPE OF WORK
As per specifications of advertised and sealed bid in Indian River County Bid # 2011052
Upgrade and Replacement of E911 PSAP Call - Taking Equipment ;
CONTRACTOR, as an independent contractor and not as an employee , shall furnish , for the sum of
four hundred , twenty nine thousand, two hundred and three and 25 / 100 dollars ( $ 429 , 203 . 25 ) , all of the
necessary labor, material , and equipment to perform the work described in the Contract Documents .
Article 2 . TIME OF COMPLETION .
To be set forth in a project schedule to be developed by CONTRACTOR and OWNER ( see First
Addendum) .
Article 3 . GENERAL
The CONTRACTOR hereby certifies that he has read every clause of the Contract Documents and that
he has made such examination of the location of the proposed work as is necessary to understand frilly
the nature of the obligation herein made ; and shall complete the same the time limit specified herein in
accordance with the Contract Documents .
The OWNER and CONTRACTOR agree to maintain records , invoices , and payments for the work .
The CONTRACTOR shall provide a Performance Bond in the total amount of three hundred , twenty
seven , eight hundred and forty eight and 65 / 100 dollars ( $ 327 , 848 . 65 ) for all software , equipment and
implementation services in this Agreement . All work under this Contract shall be done to the
satisfaction of the OWNER, who shall in all cases determine the amount, quality , fitness , and
acceptability of the several kinds of work and materials which are to be paid for hereunder, and shall
decide all questions which may arise as to fulfillment of the Contract on the part of the
CONTRACTOR, and its decision thereon shall be final and conclusive ; and such determination and
decision , in case any question shall arise , shall be a condition precedent to the right of the
CONTRACTOR to receive any money hereunder .
Any clause or section of this contract or specification which may for any reason be declared invalid by
a court of competent jurisdiction , including appeal , if any , may be eliminated ; and the intent of this
Contract and the remaining portion thereof will remain in full force and effect as though such invalid
clause or section has not been incorporated therein .
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d / b/a InterAct Public Safety
Systems and Indian River County , Florida
InterAct Public Safety Systems
MASTER PURCHASE , LICENSE AND SERVICES AGREEMENT
Customer : INDIAN RIVER COUNTY , FLORIDA
Address : 1800 27th Street Contact : Paula Cantlon
Vero Beach , FL 32960 Email : pcantlon@ircgov . com
Phone : 772 - 226 - 3854
Effective Date : Mobile :
This Master Purchase , License & Services Agreement ( " Agreement " ) is made as of the Effective Date by
and between the customer identified above (" Customer" ) and COLOSSUS , INCORPORATED , a North
Carolina corporation d/ b/a InterAct Public Safety Systems (" InterAct") . This Agreement shall apply to
Customer's purchase and license of Software , Equipment or Services ( collectively , " InterAct Offerings " )
described on an Order Form or Statement of Work executed by the parties . After execution
of this
Agreement , Customer may from time to time purchase additional InterAct Offerings pursuant hereto by
executing additional Order Forms or Statement of Works with InterAct . Customer's Affiliates may also
order Systems and additional InterAct Offerings hereunder by entering into a mutually agreeable Order
Form or Statement of Work incorporating this Agreement and reflecting such Affiliate 's agreement to be
bound by all of the terms and obligations applicable to the Customer under this Agreement . Customer
agrees that, unless it is prohibited by law from doing so , Customer shall be liable for any breach
by its
Affiliates of this Agreement or of any Order Form or Statement of Work executed by its Affiliates .
1 . Definitions .
"AFFILIATE " shall mean the following , as applicable :
If Customer is not a government body or entity , then " Affiliate " shall mean an entity which ,
as of the
Effective Date , controls , is controlled by or is under common control with the Customer . For the purpose
of this definition , " control " means the legal or beneficial ownership of ( a ) fifty percent ( 50 % ) or
more of
the outstanding voting stock of a corporation , ( b ) fifty percent ( 50 % ) or more of the equity of
a limited
liability company , partnership or joint venture or ( c ) a general partnership interest in a partnership
or
joint venture . If Customer is an agency or department of a state , then " Affiliate " shall mean any
other
agency or department of such state and any county , city , town or municipality in such state . If Customer
is a Council of Governments , then "Affiliate " shall mean any government body or entity on behalf of which
Customer is entering into this Agreement , provided that Customer has disclosed the identify of
such
government body or entity to InterAct prior to the execution hereof.
" DOCUMENTATION " shall mean the reference , installation , administrative and programmer manuals
relating to the use of the Software delivered by InterAct to Customer with the Software . Documentation
shall not include marketing materials .
" EQUIPMENT" shall mean the hardware components described on an Order Form that are supplied by
InterAct to Customer hereunder.
" ORDER FORMS " shall mean the InterAct ordering schedules which are signed by InterAct and Customer
( or a Customer Affiliate ) to place orders for InterAct's standard Software products , Third Party Software ,
Equipment or Services under this Agreement
" SERVICES" has the meaning set forth in Section 10 below .
" SITE " shall mean a specific , physical location of Customer' s business at which the System is deployed as
set forth in the applicable Order Form .
" SOFTWARE " shall mean all or any portion of the binary computer software programs and Documentation
provided by InterAct to Customer, whether in machine - readable or printed form and including all software
products listed in the applicable Order Form and all corrections , updates , enhancements thereto .
" STATEMENTS OF WORK" or " Sows " shall mean statements of work which are signed by InterAct and
Customer ( or a Customer Affiliate ) to place orders for professional services to be performed by InterAct
under this Agreement .
" SUPPORTED EQUIPMENT " shall mean Equipment for which Customer is entitled to receive Equipment
Maintenance .
" SUPPORTED SOFTWARE " shall mean Software for which Customer is entitled to receive Software
Maintenance .
InterAct Public Safety Systems 1
Master Purchase , License & Services Agreement v3 . 0
(2011 - 05-06 ) FCFM -0011 - 1
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d / b/a InterAct Public Safety
Systems and Indian River County , Florida
" SYSTEM " shall mean the Equipment , Software , Third Party Software and Services described in the
applicable Order Form or Statement of Work .
" SUBSYSTEM " shall mean a component of the System comprised of the Software separately noted on the
Order Form Summary and the Equipment , Third Party Software and Services associated with that
separately noted Software .
" SYSTEM CHARGE " shall mean collectively , as specified in each Order Form or Statement of
Work ( as
applicable ) , the Equipment cost , fees for Software and Third Party Software licenses and fees for
installation , training and other services .
" THIRD PARTY SOFTWARE " shall mean ( I ) Open Source software provided to Customer by InterAct ; (
II )
operating system software and database software ; and ( III ) Software that the copyrights therein are
owned by a party other than InterAct and that is either ( a ) installed on or included with Equipment at the
time that such Equipment is purchased by InterAct or ( b ) designated as being Third Party Software on an
Order Form or Statement of Work .
2 . Software License and Restrictions . Contingent upon Customer's compliance with the terms of
this Agreement and with all Site , User and use restrictions set forth in a SOW or
Order Form ,
InterAct grants to Customer a perpetual ( subject to Paragraph 13 ) , non - exclusive and non -
transferable license to install and permit its employees ( " Users " ) to use the Software solely
for
Customer's internal purposes . Customer shall not sublicense , redistribute or otherwise allow third
parties to use the Software , directly or indirectly , whether on a time sharing , remote job entry
or
service bureau arrangement or otherwise . Customer shall not engage any third party to host the
Software for Customer's use , nor shall Customer host for others or otherwise make the Software
available for use by others . Customer will not modify or prepare derivative works of the Software .
Customer shall not copy the Software except that Customer may create a limited number of copies
of the Software as reasonably necessary for archival or back- up purposes . Customer will not reverse
compile , reverse engineer or reverse assemble the Software or otherwise attempt to derive or obtain
any portion of the Software source code .
3 . Sale of Equipment . InterAct will sell to Customer the Equipment specified in an Order Form
.
Customer agrees that each Order Form incorporates by reference the terms and conditions of this
Agreement and constitutes a separate sale agreement for the Equipment described therein . All
Equipment purchased by Customer is provided EXW ( Incoterms 2000 ) from manufacturer's facility .
InterAct shall deliver and Customer shall accept delivery of the Equipment at the location set forth in
the Order Form . InterAct shall use reasonable efforts to meet any delivery dates set forth in an Order
Form . InterAct will pack and seal the Equipment , or will cause the manufacturer to do
so , in
accordance with any procedures required by the manufacturer to remain eligible for the
manufacturer's maintenance agreement . InterAct reserves and Customer grants to InterAct a
purchase money security interest in the Equipment to secure payment in full of the System Charge .
InterAct may file a copy of this Agreement , any Order Form or a financing statement in
the
appropriate filing offices to perfect such security interest without prior notice or consent to Customer .
4 . Installation and Training . InterAct will provide the installation services and training services
specified in an Order Form or Statement of Work . Customer will provide prompt and reasonable
access to Customer's information , documentation , facilities , equipment , hardware and personnel as
requested by InterAct to facilitate InterAct 's performance of the installation services and training
services .
S . Maintenance .
a . Software Maintenance . InterAct will provide maintenance and support services for the Software ,
excluding Third Party Software and Project Deliverables , ( such services , " Software Maintenance " ) to
Customer for the period ( s ) set forth in an Order Form and thereafter for such periods as
may be
mutually agreed upon ( each a " Software Maintenance Period " ) , subject to Customer's payment of
the applicable maintenance fees ( " Software Maintenance Fees " ) to InterAct . Software Maintenance
will be provided in accordance with and consist solely of the products and services described in the
InterAct Software Maintenance Guide in effect at the start of then - current Maintenance Period , which
are hereby incorporated by reference herein and made a part hereof. A copy of the Software
Maintenance Guide applicable as of the Effective Date is attached hereto as Exhibit A .
b . Eauioment Maintenance . InterAct will provide maintenance and support services for the
Equipment (" Equipment Maintenance " ) to Customer for the period ( s ) set forth in an Order Form and
thereafter for such periods as may be mutually agreed upon ( each an " Equipment Maintenance
Period ") , subject to Customer' s payment of the applicable maintenance fees ( " Equipment
Maintenance Fees " ) to InterAct . Equipment Maintenance will be provided in accordance with and
consist solely of the products and services described in the InterAct Equipment Maintenance Guide in
effect at the start of then - current Equipment Maintenance Period , which are hereby incorporated by
InterAct Public Safety Systems 2
Master Purchase , License & Services Agreement v3 . 0
(2011 -05-06 ) FCF M -0011 - 1
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d / b/a InterAct Public Safety
Systems and Indian River County , Florida
reference herein and made a part hereof. A copy of the Equipment Maintenance Guide applicable as
of the Effective Date is attached hereto as Exhibit B - 1 .
c. No Additional Maintenance . InterAct will have no obligation to provide any maintenance or
support services beyond such Software Maintenance and Equipment Maintenance as Customer may
be entitled to receive by virtue of having paid the associated fees unless such maintenance
or
support services are expressly set forth in an Order Form or Statement of Work .
d . Maintenance Lapse . Customer shall not be eligible to receive Software Maintenance or Equipment
Maintenance unless Customer has received such maintenance continuously from the Effective Date
or Customer first pays to InterAct such fees as would have been paid to InterAct by Customer-
for
any period in which Customer did not elect to receive such maintenance . If this Agreement
terminates or Customer discontinues Software and/or Equipment Maintenance for any reason , and
then subsequently desires ( with InterAct 's permission ) to purchase or reactivate Software and/ or
Equipment Maintenance in the future , such repurchase or reactivation will be at the prevailing
charges at the time of repurchase or reactivation . However, in the event that the Software and/ or
Equipment has been updated or replaced by InterAct in the interim period , InterAct will have
to
install the new/ updated Software and/or Equipment for which the Customer could incur an
installation charge and a Software license and/ or Equipment charge .
6 . Fees .
a . Payment Terms . Customer will pay without deduction or set - off : ( i ) the fees set forth on
the
Order Form for each InterAct Offering purchased or licensed by Customer and services ordered
under any Statement of Work ; and ( ii ) all out- of- pocket expenses incurred in performing any
services for Customer in accordance with InterAct's then - applicable expense policies . Customer shall
pay such amounts in accordance with the payment schedule attached as Exhibit C , which is
incorporated herein and made a part hereof. All payments are due within 30 days of the invoice
date . Late payments will incur a charge of 1 . 0 % per month , not to exceed the maximum amount
allowed by law . Customer shall pay any and all applicable federal , state and local sales , use ,
value
added , excise , duty and any other taxes of any nature ( except any taxes based on InterAct 's
net
income ) assessed on the InterAct Offerings .
b . Annual Maintenance Fees . Customer shall pay without deduction or set - off annual Software
Maintenance Fee ( s ) and annual Equipment Maintenance Fee ( s ) , collectively referred to herein as
" Annual Maintenance Fee ( s ) " as set forth on the Order form for each InterAct Offering purchased or
licensed by Customer . InterAct reserves the right to increase Customer's Annual Maintenance Fees
on the anniversary of Customer's Software and/or Equipment Maintenance renewal , and hereby
guarantees that Annual Maintenance Fees will not increase on an annual basis greater than the CPI -
W or 3 . 5 % , whichever is higher . All payments are due within 30 days of the invoice date
. Late
payments will incur a charge of 1 . 0 % per month , not to exceed the maximum amount allowed by
law . Customer shall pay any and all applicable federal , state and local sales , use , value
added ,
excise , duty and any other taxes of any nature ( except any taxes based on InterAct 's net income )
assessed on Customer's Annual Maintenance Fees . In addition , should Customer cancel Software
and/ or Equipment Maintenance after the start of the new Software and/ or Equipment Maintenance
Period , Customer is hereby required to pay InterAct a pro rata portion of the Annual Maintenance
Fee due from the date of renewal through the date of cancellation . If Customer fails to pay such
invoice within thirty ( 30 ) days , or the support and maintenance agreement lapses for any other
reason , a reinstatement fee may be charged in addition to the annual support and maintenance fee .
c . Exclusions . The System Charge does not include , and Customer agrees to pay , any additional
sums for :
( i ) Equipment, Software , Third Party Software and services not included as part of the System
Charge and requested by Customer ( including software changes or reconfiguration ) .
( ii ) Services required by or incurred due to : ( 1 ) incomplete site preparation , in accordance with
an agreed - upon schedule ; or ( 2 ) any Third Party Software not furnished with the System
that either fails to interface or integrate with the System or materially impairs the System ' s
operation .
( iii ) All of InterAct 's direct , out- of- pocket travel and associated living expenses .
( iv ) Charges for shipping , freight , insurance , loading , unloading and storage associated with the
delivery , installation and repair of the System .
7 . Confidentiality . Any nonpublic information disclosed by a party (" Disclosing Party " ) to the other
party (" Receiving Party ") that is designated as being confidential at the time of disclosure or that ,
under the circumstances surrounding disclosure or given the nature of such information , a
reasonable person should know is expected by the Disclosing Party to be treated with confidence ,
shall be deemed " Confidential Information " hereunder. Customer acknowledges and agrees that
InterAct Public Safety Systems 3
Master Purchase , License & Services Agreement v3 . 0
( 2011 -05-06 ) FCFM -0011 - 1
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d/ b/a InterAct Public Safety
Systems and Indian River County , Florida
InterAct Offerings and pricing terms applicable thereto are Confidential Information of InterAct . Each
party agrees to : hold confidential and not disclose to unauthorized third parties the Confidential
Information of the Disclosing Party ; use Confidential Information of the Disclosing Party solely
in
connection with performance of this Agreement and as authorized by this Agreement ; and use at
least the same degree of care ( and , in any event , not less than a reasonable degree
of care ) in
protecting the Disclosing Party 's Confidential Information from unauthorized access or disclosure as it
exercises in protecting its own Confidential Information . Notwithstanding the foregoing , Confidential
Information hereunder shall not include information : ( i ) known to Receiving Party before receipt
hereunder or later independently developed by the Receiving Party without reference to information
disclosed by the Disclosing Party ; ( ii ) lawfully obtained by a party from a third party without
restriction and without breach of an obligation to keep it confidential ; or ( iii ) that was at the time
of
its disclosure or subsequently becomes publicly available other than as a result of an act or omission
of the Receiving Party . In the event that a Receiving Party is required by law , according to advice
of
counsel , to disclose Confidential Information of a Disclosing Party , the Receiving Party shall provide
the Disclosing Party with prompt prior notice of such pending disclosure so that the Disclosing Party
may seek a protective order or other appropriate remedy and/ or waive compliance with the
provisions of this Agreement . The Receiving Party shall cooperate with any attempts by the
Disclosing Party to obtain such protective order or other appropriate remedy . In the absence of a
protective order or a receipt of a waiver, the Receiving Party agrees to furnish only that portion of
the Confidential Information that it is legally required to disclose and such disclosure shall not be a
breach of this Agreement . Notwithstanding the foregoing : nothing herein shall be construed as to
prevent InterAct or its employees from providing services or developing materials that are similar or
identical to or competitive with those developed or provided under this Agreement ; InterAct may
disclose Customer's Confidential Information to contractors engaged by InterAct to assist in the
performance of any Services hereunder ; InterAct may disclose to its licensors Customer's identity
and such other information regarding Customer's use of the Software as such licensors may require
be disclosed by InterAct ; and InterAct may use any ideas , concepts , know - how and techniques used ,
discovered or reduced to practice while furnishing InterAct Offerings to Customer for the benefit of
InterAct and other InterAct customers .
8 . Ownership . Except for the limited license expressly set forth herein , all rights , title and interests to
and in the Software and Services , including without limitation all trademarks , service marks , patents ,
copyrights , trade secrets and other proprietary rights therein , are reserved and will remain
the
exclusive property of InterAct or its licensors . Customer will not take any action that jeopardizes
InterAct's or its licensors ' proprietary rights . Customer acknowledges and agrees that it acquires no
right in the Software , except the limited use license specified in Section 2 above . InterAct and
its
licensors , as applicable , will own all rights in any copies of the Software made by Customer .
Customer agrees to take , at InterAct 's sole expense , any actions reasonably requested by InterAct to
reflect, confirm or perfect such rights in InterAct Is or an applicable licensor's name .
9 . Warranty, Indemnity, Remedies .
a . Software Warranty . InterAct warrants that Supported Software will perform substantially in
accordance with the Documentation for a period of one year after the date on which Customer's
license for such Supported Software is first acquired . The foregoing warranty shall not apply
to
Supported Software that has been modified by Customer or third parties or to Supported Software
that is installed on computer systems not approved by InterAct . Customer agrees to notify InterAct
in writing before expiration of the preceding period of the failure of any Supported Software
to
satisfy the foregoing warranty and , after verification thereof by InterAct , InterAct will undertake to
correct any reported error in accordance with its Software Maintenance Guide . Customer
acknowledges that the Software may not satisfy all of Customer' s requirements and the use of the
Software may not be uninterrupted or error- free .
b . Services Warranty . InterAct warrants that : ( i ) it will perform the Services in a professional and
workmanlike manner ; and ( ii ) the Project Deliverables will perform substantially in accordance with
the specifications set forth in the applicable Statement of Work and applicable Documentation for a
period of 30 days after delivery thereof to Customer. Customer agrees to notify InterAct in writing
before expiration of the preceding period of the failure of any Project Deliverable to satisfy
the
foregoing warranty and , after verification thereof by InterAct, InterAct will undertake to correct any
reported error in accordance with its Software Maintenance Guide .
c . Manufacturer's Equipment Warranty . Customer acknowledges that all Equipment supplied by
InterAct hereunder is manufactured by third parties and Customer agrees that the only warranties
applicable to the Equipment are such warranties as may be provided by the manufacturers thereof .
InterAct makes no warranty of any kind with respect to any Equipment . If your Order Form
included any equipment , solely as a courtesy InterAct has provided a list of manufacturer's
equipment warranties on Exhibit B - 2 , which equipment and warranties are subject to change without
InterAct Public Safety Systems 4
Master Purchase , License & Services Agreement v3 . 0
( 2011 -05- 06 ) FCFM 0011 - 1
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d/ b/a InterAct Public Safety
Systems and Indian River County , Florida
notice . For Supported Equipment InterAct shall , during the applicable Equipment Maintenance Period ,
coordinate with the applicable manufacturer to obtain repair or replacement of defective Equipment,
all in accordance with the terms and conditions of the Equipment Maintenance Guide . For Equipment
which is not Supported Equipment , Customer agrees to look solely to the manufacturer with respect
to all mechanical , service and other claims and the right to enforce all warranties on such Equipment
made by said manufacturer are hereby , to the extent InterAct has the right , assigned to Customer .
d . Indemnity . If a lawsuit is brought against Customer claiming that the Software , other than Third
Party Software , infringes a U . S . copyright or misappropriates a third party trade secret, InterAct will
defend Customer in such lawsuit at InterAct ' s expense , and InterAct will pay the damages and costs
finally awarded against Customer or agreed upon in settlement in such action , but only if : (
i )
Customer notifies InterAct in writing promptly upon learning that such a claim may be asserted , but
in any case not later than five ( 5 ) days after Customer receives notice of such lawsuit ; ( ii ) Customer
grants InterAct sole control over the defense of such claim and any negotiation for its settlement or
compromise ; ( iii ) Customer accepts any remedial actions provided by InterAct pursuant to Paragraph
9 ( e ) below ; and ( iv ) Customer provides such assistance as InterAct reasonably requests .
e . Other Rights . In the event of a claim under Paragraph 9 ( d ) above , InterAct shall have the rights
to : ( i ) replace the Software alleged to be infringing with non - infringing software that provides
substantially the same functionality ; ( ii ) procure for Customer the right to continue using the affected
Software ; and ( iii ) if InterAct determines that the foregoing actions set forth in clauses ( i ) and ( ii )
of
this Paragraph 9 ( e ) are not reasonably practicable or commercially reasonable , terminate Customer's
license to use the Software alleged to be infringing and , if such termination occurs before the date
that is five ( 5 ) years after the date that such Software was first licensed by Customer, refund
to
Customer a pro - rata portion of the license fees paid for such Software based on a 5 year straight - line
depreciation schedule commencing upon such date . Paragraph 9 ( d ) and this Paragraph 9 ( e ) state
Customer' s exclusive remedy , and InterAct ' s exclusive liability , for any claim of infringement or
misappropriation .
f. Limitations . InterAct will have no obligation to Customer under this Section 9 if : ( i ) any portion of
the Software has been modified after delivery to Customer by any party other than InterAct
( ii )
Customer does not promptly install each upgrade , update and other fix or error correction provided
to Customer by InterAct or its licensors or Equipment manufacturers ; ( iii ) an alleged infringement or
misappropriation or warranty failure is based upon the combination of the Software with any
software or equipment not provided to Customer by InterAct ; or ( iv ) an alleged infringement
or
misappropriation or warranty failure was caused by InterAct 's compliance with Customer's
instructions or upon the incorporation of computer code or other materials into the Software or
Equipment at Customer's request .
g . Third Party Software . Customer acknowledges and agrees that Third Party Software provided to
Customer by InterAct is provided to Customer pursuant to the terms of the licensor's applicable
license , and Customer agrees to be bound thereby and that such terms govern any conflict between
those terms and this Agreement . Customer will acquire only those rights in the Third Party Software
granted by applicable license and accorded by applicable law . In the event that any Third
Party
Software provided by InterAct to Customer requires acceptance of a " shrink wrap " or " box top
"
license or agreement or execution of a " click-through " license or agreement for the access , opening ,
unpacking , installation or configuration thereof, Customer acknowledges and agrees that InterAct
may act as an agent on Customer's behalf in accepting and executing and such license or agreement
on behalf of Customer . INTERACT PROVIDES THE THIRD PARTY SOFTWARE " AS IS " AND WITHOUT
ANY WARRANTIES OF ANY KIND , WHETHER EXPRESS OR IMPLIED . THE WARRANTIES ,
INDEMNITIES , AND REMEDIES SET FORTH IN THIS SECTION 9 DO NOT APPLY TO THIRD PARTY
SOFTWARE OR ANY BREACH , INFRINGEMENT, OR MISAPPROPRIATION ALLEGED TO BE CAUSED BY
THIRD PARTY SOFTWARE . Customer acknowledges it must look exclusively to the manufacturer of
the Third Party Software for any warranty , maintenance , support or other service or remedy relating
thereto . Software Maintenance does not apply to Third Party Software .
h . High Risk Activities . The InterAct Offerings and Project Deliverables may contain technology that
is not fault-tolerant and is not designed or intended for use in hazardous environments or
other
applications requiring fail - safe performance , including without limitation , in the operation of nuclear
facilities , aircraft navigation or communication systems , air traffic control , weapons systems , direct
life - support machines or any other application in which the failure of the InterAct Offerings or Project
Deliverables could lead directly to death , personal injury or severe physical or property damage
( collectively , " High Risk Activities " ) , Customer represents that it is not acquiring any of the InterAct
Offerings for use with High Risk Activities and Customer agrees that InterAct shall have no liability of
any kind relating to any InterAct Offering used in High Risk Activities .
h . Compliance with Laws . Customer agrees that it will comply with all U . S . and foreign laws ,
regulations and orders applicable to Customer's use of the Systems , including all applicable U .
S .
InterAct Public Safety Systems 5
Master Purchase , License & Services Agreement v3 . 0
FC F M -0011 - 1
(2011 -05-06 )
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d / b/ a InterAct Public Safety
Systems and Indian River County , Florida
export control laws and U . S . Export Administration Regulations and related Executive Orders .
Customer shall defend , indemnify , pay and hold harmless InterAct from and against all loss
and
liability arising out of or relating to Customer's failure to comply with such applicable U
. S . and
foreign laws , regulations or orders .
j . WARRANTY DISCLAIMER . EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, TO THE FULL EXTENT
PERMITTED BY APPLICABLE LAW , INTERACT MAKES NO WARRANTIES OR REPRESENTATIONS
CONCERNING THE SOFTWARE , EQUIPMENT, SERVICES , INTERACT OFFERING ( S ) OR ANY THIRD
PARTY SOFTWARE OR OTHER MATERIALS , SERVICES , INFORMATION OR TECHNOLOGY , AND
INTERACT EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES AND REPRESENTATIONS , EXPRESS OR
IMPLIED , INCLUDING , BUT NOT LIMITED TO , ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE .
10 . Additional Professional Services . InterAct will provide the professional services described in each
Statement of Work signed by the parties ( the " Services " ) . Customer agrees that each such
Statement of Work incorporates by reference the terms and conditions of this Agreement and
constitutes a separate agreement for the purchase of Services . Any change in the scope of Services
must be agreed upon in writing by InterAct and Customer, and may result in additional fees
and
scheduling changes , as determined by InterAct . If specified in a Statement of Work , InterAct will
provide to Customer deliverable ( s ) created specifically for Customer ( any such deliverables provided
to Customer by InterAct being referred to herein as the " Project Deliverable " ) . Unless otherwise set
forth in a Statement of Work or in this Agreement , Project Deliverables shall be deemed to be part of
the Software for purposes of this Agreement . During installation of the System or any Project
Deliverables , the Customer shall have the same responsibilities as are outlined in section 7 of
the
Software Maintenance Guide ( EXHIBIT A , attached ) and in section 5 of the Equipment Maintenance
Guide ( EXHIBIT B - 1 , attached ) , including but not limited to the Customer's responsibility to provide
InterAct with secure high speed remote access to all servers and work stations running the Software .
Customer will grant access rights to all InterAct personnel so designated by InterAct as authorized by
InterAct to need access rights .
11 . Acceptance Testing .
a . Acceptance Testing Procedure . In the event that an Order Form specifies that Customer's
acceptance of all or part of the order specified therein is subject to successful completion of
acceptance testing , the following procedures and time periods shall apply : Customer will be entitled
to test the Equipment, Software and Project Deliverable as applicable to determine if they operate in
accordance with , and otherwise conforms to the mutually agreed upon criteria ( " Acceptance
Criteria " ) , If acceptance testing is a required term in an Order Form but the period or procedures for
such acceptance testing are not specified on the Order Form , then ( i ) Customer will have thirty ( 30 )
days from the date the Equipment/ Software/ Project Deliverable is delivered to Customer in which to
complete all acceptance testing , and ( ii ) Customer may use its own internal test procedures and any
sample input . Acceptance of the Equipment/ Software/ Project Deliverable shall not be deemed to
constitute a waiver by Customer of any rights it may have based on InterAct's warranties .
If no
Acceptance Criteria are set forth in an Order Form or SOW , then the Acceptance Criteria shall be that
the Equipment/ Software/ Project Deliverables perform in substantial compliance with the applicable
Documentation .
b . Acceptance or Rejection . If Customer determines that the Equipment/ Project
Deliverable/ Software ( as applicable ) successfully operates in accordance with , and otherwise
conforms to , the Acceptance Criteria , Customer will notify InterAct that Customer accepts the
Equipment/ Software/ Project Deliverable within ten ( 10 ) days of the completion of the applicable
testing period . If Customer determines that the Equipment/ Software/ Project Deliverable does not
operate in accordance with , or otherwise conform to , the applicable Acceptance Criteria , then
Customer will provide InterAct with a notice describing the nonconformance to the Acceptance
Criteria within ten ( 10 ) days of the completion of the applicable testing period . InterAct will
have
thirty ( 30 ) days from the date it receives Customer's notice of the nonconformance to correct ( at no
additional cost to Customer) the Equipment/Software/ Project Deliverable , When InterAct redelivers
the Equipment/ Software/ Project Deliverable , Customer will be entitled to repeat the testing process .
The Equipment/ Software/ Project Deliverable ordered on any Order Form will be deemed to have
been accepted by Customer if ( i ) Customer does not provide InterAct with a written notice
of
nonconformance to the Acceptance Criteria within ten ( 10 ) days after expiration of the applicable
testing period , or ( ii ) the Equipment/ Project Deliverable/ Software ( as applicable ) is put into
production use by the Customer.
12 , LIABILITY LIMITATION . UNDER NO CIRCUMSTANCES WILL INTERACT BE LIABLE UNDER THIS
AGREEMENT FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR
INCIDENTAL DAMAGES OR LOST PROFITS , WHETHER FORESEEABLE OR UNFORESEEABLE ,
InterAct Public Safety Systems 6
Master Purchase , License & Services Agreement v3 . 0
( 2011 -05- 06 ) FCFM-0011 - 1
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d/ b/a InterAct Public Safety
Systems and Indian River County , Florida
REGARDLESS OF WHETHER SUCH DAMAGES ARE ASSERTED TO ARISE OUT OF BREACH OR FAILURE
OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION , NEGLIGENCE ,
STRICT LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR
OTHERWISE . NOTWITHSTANDING THE FORM ( E . G . , CONTRACT, TORT OR OTHERWISE ) IN WHICH
ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, IN NO EVENT WILL INTERACT OR ITS
SUPPLIERS BE LIABLE FOR DAMAGES OR LOSSES THAT EXCEED , IN THE AGGREGATE , THE
FOLLOWING FOR EACH RESPECTIVE BREACH OR SERIES OF RELATED BREACHES : ( I ) WITH
RESPECT TO EQUIPMENT, THE PURCHASE PRICE PAID BY CUSTOMER FOR THE EQUIPMENT THAT
GAVE RISE TO SUCH DAMAGES OR LOSSES ( II ) WITH RESPECT TO SOFTWARE , THE AMOUNT OF
LICENSE FEES PAID BY CUSTOMER FOR THE SOFTWARE THAT GAVE RISE TO SUCH DAMAGES OR
LOSSES ; AND ( III ) WITH RESPECT TO ANY SERVICES PROVIDED HEREUNDER , THE AMOUNT OF
FEES PAID FOR THE SERVICES THAT GAVE RISE TO SUCH DAMAGES OR LOSSES . EXCEPT WITH
REGARD TO PAYMENTS DUE INTERACT, NEITHER PARTY WILL BE LIABLE FOR ANY DELAYS OR
FAILURES IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL THAT
COULD NOT BE AVOIDED BY ITS EXERCISE OF DUE CARE ,
13 . Term and Termination . The term of this Agreement will commence upon the Effective Date and
shall continue until terminated pursuant to the provisions hereof ( such period , the "Term " ) . In
addition to any termination or expiration provision set forth in any Order Form or addendum hereto ,
InterAct may suspend performance or terminate this Agreement or any individual Order Form or
Statement of Work immediately if : ( i ) Customer breaches any material term of this Agreement or
any Order Form or Statement of Work and fails to cure such breach within thirty ( 30 ) days ( 10 days
in the case of non - payment ) thereafter; ( ii ) Customer becomes insolvent or otherwise fails to pay its
debts to InterAct or to any third party when they become due in the ordinary course of business ; or
( iii ) bankruptcy or receivership proceedings are initiated by or against Customer . Provided that there
are no unfulfilled Services obligations or payment obligations , either party may terminate this
Agreement by providing the other party with sixty ( 60 ) days prior written notice thereof. If
this
Agreement expires or terminates for any reason : ( a ) all amounts due or to become due hereunder
will immediately be due and payable to InterAct ; and ( b ) Customer will delete , destroy or return to
InterAct at its option all copies and partial copies of any Confidential Information , and certify that it
has done so by an officer's affidavit . Paragraphs 7 , 81 12 and 14 of this Agreement Provided that this
Agreement is not terminated by InterAct on account of an uncured breach by Customer of a material
term of this Agreement or any Order Form or Statement of Work , Paragraphs 2 and 9 ( g ) will survive
any expiration or termination hereof. For the avoidance of doubt , the termination of this Agreement
shall not operate to terminate any Order Forms or SOWs that have been executed between InterAct
and any of Customer's Affiliates , nor shall the termination hereof have any effect on the
incorporation of the terms hereof into any such Order Forms and SOWs .
14 . Alternative Dispute Resolution Procedures and Arbitration .
a . If there shall be any dispute between Customer and InterAct arising out of this Agreement or any
Order Form or SOW executed pursuant hereto , or the performance or nonperformance hereof or
thereof, the parties shall use reasonable efforts to resolve such dispute by mutual communication and
negotiation before resorting to arbitration as provided herein . As a condition to the commencement of
an arbitration proceeding as hereinafter provided for, one party shall first notify the other party
in
writing of the nature of the dispute and of its intention to resort to arbitration if the dispute
is not
otherwise resolved , and offer in writing to have one of its representatives who has
authority to
resolve the dispute meet in person with a representative of the other party who also has authority to
resolve the dispute , at the other party 's principal office or another mutually acceptable location , at a
mutually convenient time not less than 7 nor more than 20 days after the date of such
offer, to
attempt to resolve the dispute . If, but only if, ( i ) the other party does not accept such offer
within 7
days after it is received or deemed received by the other party , or ( ii ) the offer having been accepted
by such other party within such time , the meeting does not occur within 20 days ( or such later
date
to which the parties may mutually agree in writing to extend such time ) after the offer was received
or deemed received by the other party , or ( iii ) the offer having been accepted and the meeting having
been held within the required times , the parties nevertheless fail to resolve the dispute within 5 days
following such meeting ( or such later date to which the parties may mutually agree in writing
to
extend such time ) , then either party may commence an arbitration proceeding to resolve the dispute ,
in accordance with the following provisions of this Section .
b . Subject to first complying with the procedures and meeting the conditions to commencement of
arbitration set forth in subsection ( a ) above , any dispute between Customer and InterAct arising out
of this Agreement or any Order Form or SOW executed pursuant hereto or the performance
or
nonperformance hereof or thereof, shall , upon the demand of either party , be settled by
binding
arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration
InterAct Public Safety Systems 7
Master Purchase , License & Services Agreement v3 . 0
( 2011 -05-06 ) FCF M-0011 - 1
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d / b/a InterAct Public Safety
Systems and Indian River County , Florida
Association in effect as of the date of the commencement of the arbitration proceeding and
the
provisions of this subsection :
( i )The arbitration shall be conducted by a single arbitrator selected by the parties or,
if the
parties cannot reach agreement on such arbitrator, then selected by the American Arbitration
Association .
( ii ) If the arbitration is commenced by Customer, then it shall be conducted in Winston - Salem ,
North Carolina . If the arbitration is commenced by InterAct, then it shall be conducted in
whichever city having a population of 100 , 000 or more ( according to the most recent U . S . census
data ) is at or nearest the address of Customer set forth on the first page of this
Agreement .
Alternatively , the parties may mutually agree at the time for some other situs for the conduct of
the arbitration proceeding .
( iii ) In conducting the arbitration and rendering their award , the arbitrators shall give effect to the
terms of this Agreement and the other applicable Order Forms and SOWS , including the choice of
applicable law , shall give effect to any other agreement of the parties relating to the conduct of
the arbitration , and shall give effect to applicable statutes of limitations .
( iv )The costs of the arbitration , including the fees and expenses of the arbitrators and of
the
American Arbitration Association , shall be allocated to such parties as , and in such proportions
as , the arbitrators shall determine to be just and equitable , which determination shall be set forth
in the award .
( v ) Judgment upon the award of the arbitrators may be entered by any court of competent
jurisdiction .
c . Nothing in this Section 14 shall preclude any party from applying to a court of
competent
jurisdiction for, and obtaining if warranted , preliminary or ancillary relief pending the conduct of such
alternative dispute resolution procedures and arbitration , or an order to compel the arbitration
provided for herein . The parties agree that the state and federal courts in North Carolina shall be the
exclusive courts in which either party may seek such relief.
15 . Assignment. Customer may not as assign this Agreement without the prior written consent
of
InterAct , which consent shall not be unreasonably withheld . InterAct may assign this Agreement , its
right to payment hereunder or grant a security interest in this Agreement or such payment right to
any third party InterAct may perform any obligation pursuant to this Agreement using agents and
subcontractors .
16 . General . Each party will comply with all applicable laws , including U . S . Export Administration
Regulations and Executive Orders . All notices required or provided hereunder shall be in writing and
will be deemed given as of the day received either by receipted , nationwide overnight delivery service
or in the U . S . mails , postage prepaid , certified or registered , return receipt requested , to the
addresses and attention of the representatives specified below with copy to each party 's General
Counsel . Customer grants to InterAct the right to use Customer's name and trademarks solely as a
client reference in promotional and marketing materials in accordance with generally accepted
industry standards and practices for such references . InterAct and Customer are independent parties .
Nothing in this Agreement will be construed to make either party an agent , employee , franchisee
,
joint venturer or legal representative of the other party . This Agreement will be governed by
and
interpreted in accordance with the laws of the State of North Carolina , excluding its conflict
of law
principles . InterAct will be entitled to its reasonable attorneys ' fees in addition to any other damages
and amounts awarded to it in any action to collect unpaid fees owed pursuant to this Agreement . No
waiver, amendment or other modification of this Agreement will be effective unless in writing and
signed by the party against whom enforcement is sought . If any provision of this Agreement is held
unenforceable , in whole or in part, such holding will not affect the validity of the other provisions
of
this Agreement . This Agreement and its schedules constitute the complete and entire statement of all
terms , conditions and representations of the agreement between InterAct and Customer with respect
to its subject matter and supersede all prior writings or understandings , including any prior
agreement regarding confidentiality that may have been entered into by the parties . This Agreement
may be executed by the parties hereto in multiple counterparts and shall be effective
as of the
Effective Date when each party shall have executed and delivered a counterpart hereof, whether or
not the same counterpart is executed and delivered by each party . When so executed and delivered ,
each such counterpart shall be deemed an original and all such counterparts shall be deemed one and
the same document . Transmission of images of signed signature pages by facsimile , e - mail or other
electronic means shall have the same effect as the delivery in person of manually signed documents .
[ REMAINING PORTION OF THIS PAGE INTENTIONALLY LEFT BLANK ; SIGNATURE PAGE FOLLOWS . ]
InterAct Public Safety Systems S
Master Purchase , License & Services Agreement v3 . 0
(2011 -05-06 ) FCF M-0011 - 1
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d / b/a InterAct Public Safety
Systems and Indian River County , Florida
IN WITNESS WHEREBY, the Parties have caused this Agreement to be duly executed by their duly authorized
representatives effective as of the day and year last below written (" Effective Date " ) ,
COLOSSUS, INCORPORATED , d / b / a Customer : INDIAN RIVER COUNTY ,
InterAct Public Safety Systems FLORIDA
Print Name : Print Name :
Title : Title :
Date : Date :
Signature : Signature :
9
InterAct Public Safety Systems
Master Purchase , License & Services Agreement v3 . 0 FCFM -0011 - 1
(2011 -05-06 )
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d / b/a InterAct Public Safety
Systems and Indian River County , Florida
InterAct Public Safety Systems
EXHIBIT A : Software Maintenance Guide
SUPPORT FOR INTERACT SOFTWARE
This Software Maintenance Guide sets forth the terms , conditions and procedures under which
maintenance and support ( " Software Maintenance " ) is offered for InterAct 's proprietary Software
products . Software Maintenance for specified Software shall be purchased by Customer using an Order
Form . Unless otherwise specifically agreed in the applicable Order Form , InterAct does not support Third
Party Software or Project Deliverables and thus references to " Software " in this Software Maintenance
Guide shall not be deemed to include Third Party Software or Project Deliverables . Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the Master Purchase , License
&
Services Agreement between the parties ( the " Agreement" ) to which this Software Maintenance Guide is
attached as an Exhibit .
1 . General
a . Scope . Software Maintenance will consist of : ( i ) reasonable telephone support ; ( ii ) commercially
reasonable efforts to correct errors necessary to keep the Software in substantial conformance with the
applicable Documentation ; and ( iii ) any updated , release versions of the Software provided by InterAct
to its general customer base subscribing to Software Maintenance . Software Maintenance will not
include : ( i ) assembly , set - up , installation or configuration of hardware and software ; ( ii ) consultation ,
error correction or research with respect to Customer- created documents and information ; and ( iii ) any
other separately - priced services InterAct does not generally provide as part of Software Maintenance ,
Software Maintenance is contingent upon Customer's compliance with its obligations set forth in
Section 7 below .
b . Representative . The Representative designated in the Order Form will be InterAct 's contact for
communicating with InterAct concerning Software Maintenance , or making any other request or
providing any notice . Customer may change the Representative upon notice to InterAct .
2 . Customer Support
a . Technical Support . Customer will have access to InterAct 's technical support personnel
( "Technical Support " ) twenty - four ( 24 ) hours a day , seven ( 7 ) days a week . Communications
with
Technical Support may be via telephone or e - mail . InterAct provides a single entry point of contact
that routes requests/ problems to the appropriate Technical Support . In addition to the support
obligations listed above , InterAct shall provide the following support twenty ( 24 ) hours a day , seven
( 7 ) days a week : ( a ) pager support for Severity 1 level issues ; and ( b ) web - based support .
b . Technical Support Contact Points . Please see below for the contact information and standard
business hours of operation for Customer Support .
Hours : 24 Hours per day , seven ( 7 ) days per week , 365 days per year
Phone : Toll Free 800 -274-2911
Email : TechnicalSupport@interactsys . com
3 . Severity Levels .
Technical Support shall prioritize problems/ requests according to the severity levels set forth below .
InterAct will use commercially reasonable efforts to respond according to the Response Specifications
set forth below with respect to the Severity Level assigned to the problem :
Severity 1 — Critical
The Software suffers an error or issue in a production down situation which cannot be reasonably
circumvented and which so substantially impairs the performance of the Software or any components
of the Software , which are critical to the Customer's business as to effectively render them unusable .
InterAct will acknowledge any such reported error or issue within thirty ( 30 ) minutes after
being
properly reported to InterAct and InterAct will thereafter work twenty - four ( 24 ) hours a day , seven ( 7 )
days a week to identify the error or issue and provide an applicable fix . All Severity
- 1 Errors are
reported to the shift supervisors in Customer Support and Product Engineering and with regular status
reports to appropriate management personnel until resolved .
Severity 2 — Serious
The Software suffers an error or issue , which cannot be reasonably circumvented , and which
substantially impairs the use of one or more portions or features of the Software required by Customer
to perform necessary business functions but does not effectively render the Software unusable as a
whole . InterAct will acknowledge any such reported error or issue within two ( 2 ) hours after
being
properly reported to InterAct and , if Customer is using the Software in production , will thereafter work0
InterAct Public Safety Systems
Master Purchase , License & Services Agreement v3 . 0 FCFM -0011 - 1
( 2011 -05-06 )
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d/ b/a InterAct Public Safety
Systems and Indian River County , Florida
continually within normal business hours or as required by Customer to identify the error or issue and
provide an applicable fix or workaround as required . All Severity - 2 Errors are reported to
the shift
supervisors in Customer Support and Product Engineering and with regular status reports to
appropriate management personnel until resolved .
Severity 3 - Minor
The Software suffers a low impact error or issue ( which is not of Severity 1 or Severity
2 ) which
impairs the use of the features of the Software , but the reported error or issue can be
reasonably
circumvented . InterAct will acknowledge any such reported error or issue within eight ( 8 ) hours after
being properly reported to InterAct and will thereafter exercise reasonable efforts within normal
business hours to identify the error or issue and provide a mutually agreed upon resolution to
the
problem .
4 . Response .
The severity level of the problems reported by Customer shall be determined by InterAct . InterAct will
resolve each reported error or issue with the Software by using commercially reasonable efforts to
provide : ( i ) an object code patch to the Software or other permanent fix as necessary ;
or ( ii ) a
mutually acceptable reasonable workaround for the error or issue ; or, if either ( i ) or ( ii )
are not
reasonably practicable , a specific action plan regarding how InterAct intends to address the reported
error or issue and an estimate on how long it may take to correct or workaround the error or
issue .
Customer agrees to use commercially reasonable efforts to assist and provide information to InterAct
as required resolving errors or issues with the Software reported by Customer . In the event InterAct
fails to meet its obligations under this Section , InterAct will provide a root cause analysis including
definition , corrections and process improvement plan . If a permanent repair cannot be made , a
temporary resolution ( bypass and recovery ) will be implemented to the extent possible .
5 . Covered Errors .
Software Maintenance covers any issue or problem that is the result of a verifiable , replicable
error
( InterAct will use all reasonable means to verify and replicate ) in the Software ( " Verifiable
InterAct
Issue " ) , An error will be a Verifiable InterAct Issue only if it constitutes a material
failure by the
Software to function in accordance with the applicable Documentation and is not the result
of a
modification to the Software not provided by InterAct or the combination of the Software with
Customer' s equipment or software and/ or third party software or equipment , unless such equipment or
software was expressly specified in the Software Documentation for interoperability with the Software .
Maintenance will only be available if Customer has installed all updates and upgrades provided
by
InterAct . If Technical Support determines that Customer's problem is not caused by the Software , or is
otherwise outside InterAct 's reasonable control , InterAct is not obligated to provide Software
Maintenance under this Agreement . Nevertheless , InterAct may , if possible , offer suggestions as to
how Customer can remedy the problem . If InterAct determines that the issue or problems was not the
result of a Verifiable InterAct Issue , InterAct may charge , and Customer agrees to pay InterAct for its
time and expenses at InterAct 's then current rates for out of scope support .
6 . Additional Support .
Technical Support may also determine that Customer's request is a request for " Additional Support . "
Additional Support is any assistance not covered above . Examples of Additional Support include
substantive questions regarding data or results , requests for Software customization , specialized
training regarding use of the Software , custom documentation and consulting . If InterAct believes that
it can appropriately and effectively provide the requested services , it will do so at its then - current rates
upon its standard terms .
7 . Customer' s Responsibilities .
a . Customer shall initiate all requests for Software Maintenance . A Representative of the Customer
must be present at the location during the performance of any Software Maintenance if required
.
Customer may add additional contacts to the list to the Software Maintenance contacts shall be named
and identified on each Order Form .
b . In the event that Customer and InterAct have agreed that InterAct will provide any installation
services , Customer agrees to assist in the provision of such installation services .
c . Customer accepts sole responsibility for any compatibility problems between the Software and any
other application software or non - current software programs not maintained or supported by InterAct .
d . Customer shall provide InterAct with secure high speed remote access with a static internet
IP
address , to all servers and work stations running the Software , with firewall protection between the
CAD network and the internet . Customer will grant access rights to all InterAct personnel so
designated by InterAct as authorized by InterAct to need access rights . The VPN solution employed by
the Customer must support the Cisco VPN client and/ or the Windows VPN client .
e . Customer shall at all times maintain protection against network virus , worms and other external
threats to the Software . 11
InterAct Public Safety Systems
Master Purchase , License & Services Agreement v3 . 0 FCFM -0011 - 1
(2011 -05- 06 )
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d / b/a InterAct Public Safety
Systems and Indian River County , Florida
f . It shall be the responsibility of the customer to maintain all operating system and firmware updates ,
including version releases , patches and service packs for any Third Party Software that has
been
installed by InterAct .
8 . Submitting a Request / Obtaining an Answer .
At the time of Customer's initial call or e - mail , please prepare to provide :
a . Contact name , company name and Software Customer is using ;
b . The type of browser ( with release version ) and hardware Customer is using ;
c . Telephone number and alternate method of contact ( i . es a pager number or email address ) ;
d . A concise description of Customer 's problem or question ;
e . The circumstances under which the problem does or does not occur; and
f . Specific error messages , error numbers , log files and program numbers .
For new cases , a InterAct Customer Support Specialist will use the following process to assist Customer
with a new case ( problem ) :
a . Document the supplied information ;
b . Document Customer's questions or issues ( symptom and function in which it occurs ) ;
c . Answer Customer's questions or have Customer run tests to further identify and isolate the
problem ; and
d . Research the problem and provide resolution according to the aforementioned guidelines .
g . Cessation of Services for Software .
As InterAct releases new versions of the Software , InterAct reserves the right to discontinue or modify
the terms of the Software Maintenance support described herein for all non - current versions . InterAct
shall provide at least ninety ( 90 ) days notice of such discontinuance or modification ; provided
however, that InterAct will continue to support the version immediately preceding the then - current
version of the Software for a period of no less than twelve ( 12 ) months from the release of the
then -
current version . InterAct shall have no obligation to renew the offering of Software Maintenance after
expiration of any Software Maintenance Period .
10 , Limitation .
This Software Maintenance Guide states Customer' s sole and exclusive remedies and InterAct 's sole
and exclusive responsibilities with respect to Software Maintenance of any InterAct Software .
12
InterAct Public Safety Systems
Master Purchase , License & Services Agreement v3 . 0 FCFM -0011 - 1
( 2011 -05-06 )
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d / b/a InterAct Public Safety
Systems and Indian River County , Florida
InterAct Public Safety Systems
EXHIBIT B - 1 : Equipment Maintenance Guide
SUPPORT FOR INTERACT EQUIPMENT
This Equipment Maintenance Guide sets forth the terms , conditions and procedures under which maintenance and
support ( " Equipment Maintenance " ) is offered for Equipment supplied by InterAct to Customer . Equipment
Maintenance for specified Equipment shall be purchased by Customer using an applicable Order Form . Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in the Master Purchase ,
License &
Services Agreement between the parties ( the " Agreement") to which this Maintenance Guide is attached
as an
Exhibit .
1 . General
a . Scope . Equipment Maintenance will consist of : ( i ) reasonable telephone support to diagnose any
Equipment failure to determine if such failure results from a manufacturing defect ; and ( ii )
coordination between Customer and such Equipment manufacturer to obtain any repair or replacement
services for such defect as may provided by such manufacturer . Equipment Maintenance will not
include : ( i ) assembly , set- up , installation or configuration of Equipment ; ( ii ) Equipment upgrades
of
any kind , ( iii ) consultation , error correction or research with respect to Customer- created documents
and information ; and ( iv ) any other separately - priced services ( such as on - site services ) which
InterAct does not generally provide as part of Equipment Maintenance . InterAct 's obligation to repair or
replace Equipment is limited to the repair or replacement guarantee of the manufacturer of
the
Equipment . Equipment Maintenance is contingent upon Customer's compliance with its obligations set
forth in Section 7 below .
b . Representative . The Representative designated in the Order Form will be InterAct's contact for
communicating with InterAct concerning Equipment Maintenance , or making any other request or
providing any notice . Customer may change the Representative upon notice to InterAct .
c . Term of Equipment Maintenance Offering , Equipment Maintenance is purchased separately for
each piece of Equipment for 12 month terms which shall automatically renew for subsequent 12 month
renewal terms unless ( 1 ) Customer provides InterAct with written notice of its intention not to renew
within the 90 period prior to the applicable renewal date or ( 2 ) InterAct ceases offering Equipment
Maintenance to its Customers ; provided , however, that no Equipment Maintenance shall be provided
with respect o Equipment for which the applicable manufacturer has no obligation to replace or repair
defects therein . The number of renewal terms available from InterAct for each type of Equipment shall
be limited to the repair/ replacement plans available from the applicable Equipment manufacturer at
the time of purchase .
2 . Customer Support
a . Technical Maintenance . Customer will have access to InterAct's technical support personnel ( "Technical
Maintenance " ) twenty - four ( 24 ) hours a day , seven ( 7 ) days a week . Communications with Technical
Maintenance may be via telephone or e - mail . InterAct provides a single entry point of contact
that routes
requests/ problems to the appropriate Technical Maintenance . In addition to the support obligations
listed
above , InterAct shall provide the following support twenty -four ( 24 ) hours a day , seven ( 7 ) days a week
: ( a )
pager support for urgent production - down situations ; and ( b ) web - based support .
b . Technical Support Contact Points . Please see below for the contact information and standard
business
hours of operation for Customer Support ,
Hours : 24 Hours per day , seven ( 7 ) days per week , 365 days per year
Phone : Toll Free 800 - 274 - 2911
Email : TechnicaISupport@interactsys . com
3 . Support Procedures
InterAct will utilize remote diagnostic procedures to isolate manufacturing defects in the Equipment . If InterAct
diagnoses an Equipment failure due to a defective part , Customer shall obtain a Return Material Authorization
( " RMA" ) number from InterAct and ship such defective Equipment to InterAct , at no cost to
InterAct , FOB
Destination , freight and insurance prepaid . Customer is responsible for properly insuring , packing and labelling
and for printing the applicable RMA number on each shipping label and packing slip . Upon
receipt of such
Equipment , InterAct will coordinate the repair or replace such defective Equipment and return same
to the
Customer at Customer' s expense .
13
InterAct Public Safety Systems
Master Purchase , License & Services Agreement v3 . 0 FCFM-0011 - 1
( 2011 -05-06 )
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d / b /a InterAct Public Safety
Systems and Indian River County , Florida
4 . Exclusions
The Equipment Maintenance Fee does not include and Customer agrees to pay for :
a . Services required by causes external to the System , including but not limited to :
( i ) Causes other than ordinary use by Customer ( including any force majeure ) .
( ii ) Deliberate or negligent acts which damage or modify the Equipment ( including System repair,
relocation or modification ) by anyone other than InterAct or its employees , agents or subcontractors .
( iii ) Failure to provide a suitable operating environment ( e . g . , improper power distribution or insufficient
air conditioning , overburdened network , improperly configured telecommunications system or routers ,
etc . ) .
( iv ) Changes to Customer's telecommunications system , databases , LAN / WAN , applications or other
environmental factors after the System is initially cut- over for production use .
( v ) Ordinary wear and tear .
( vi ) Services and replacement not covered by or outside the repair/ replacement plans available from the
applicable Equipment manufacturer at the time of purchase .
b . Maintenance , programming and/or telephone support for Customer' s use of or compatibility problems
from software or equipment not purchased from InterAct .
c . At Customer' s written request and subject to availability of InterAct resources , InterAct will assist
Customer in the redefinition and/ or reconfiguration of the originally installed System to satisfy Customer'
s
then - current requirements ( e . g . , file transfer requirements , screen definitions , Customer applications ,
programmable function keys , etc . ) . A one - day minimum billable charge will apply to any such assistance .
d . All travel and living expenses incurred by InterAct due to Customer's request for onsite Services ordered
by Customer .
e . All replacement cost after the earlier of five years from the date Customer orders the Equipment
or the
expiration of the original equipment manufacture 's warranty or field service agreement .
s . Customer ' s Responsibilities
Customer agrees to cooperate with and provide to InterAct :
a . Remote and on - site access to the Equipment ;
b . Use of required equipment , attachments, features or communications facilities to facilitate service ; and
c . Reasonable assistance to perform remote diagnostics . Customer also shall perform routine operator
maintenance according to procedures in the applicable Equipment documentation .
d . It shall be the responsibility of the Customer to maintain all operating system and
firmware updates ,
including version releases , patches and service packs for any third party software that has been installed
by
InterAct .
14
InterAct Public Safety Systems
Master Purchase , License & Services Agreement v3 . 0 FCFM -0011 - 1
( 2011 -05-06 )
INTERACT PUBLIC SAFETY SYSTEMS
Master Purchase, License Service Agreement
Exhibit B-2 - Equipment Maintenance Resource
If your Master Purchase, License & Services Agreement includes any of the following equipment, the manufacturer's warranty forth at equipment is as follows:
Distributor or Manufacturer Equipment Warranty Website NOTES
Will require model/serial number for
COMPUSA USR 56K modems 1 year www . uar , comlSt, abrt warranty info
Digi cards and connector boxes 1 year www . di i . comisup�?ori
System cabinet drawers 1 year
Will require model/serial number for
Okidata CDR Printers 1 year www�okid ✓7ta _ corn warranty info
Printer Stands 1 year
Will require model/serial number for
SeaLevel 1/0 Cards 5 year www . s ( t, a evel . comisu ort warranty info
Will require model/serial number for
APC Position UPS's 1 year www . a ��c..com/su purl warranty info
Video Cards (various) 1 year
Will require Dell service tag/serial number
DELL All Servers 5 Years www_de ! Lcrrn for specific warranty info
Will require Dell service tag/serial number
All workstations S Years _v_d_.v ,^i_del_l .ccmi for specific warranty info
Will require Dell service tag/serial number
All Monitors 5 Years www dell. com for specific warranty info
Will require Dell service tag/serial number
1U KVM/Monitor/Mouse Consoles 1 Year www . dell . com for specific warranty info
Will require Dell service tag/serial number
1000VA Rackmount UPS 's 3 Years incl Batteries www . dell . ccm for specific warranty info
Will require Dell service tag/serial number
All Laptops S years www . dell coni for specific warranty info
Will require Dell service tag/serial number
Network Switches 1 year www delLcorn for specific warranty info
Will require Dell service tag/serial number
System Cabinets 1 year www . dell .corn for specific warranty info
Will require Dell service tag/serial number
External BU Devices 5 years www (1011 con ) for specific warranty info
Will require Dell service tag/serial number
Disk Arrays and SANS 5 years www . dcl_rcm for specific warranty info
Will require exact model number for
ONEAC 16 Amp Twist Lock ( CB1120) Two years www . chloridepovver . com/en/usa specific warranty info
Will require exact model number for
700VA UPS 5 yr ups, 2 yr battery www chioridepower_enm/en/usa specific warranty info
Will require exact model number for
DeskPower 6SOVA Position UPS 2 years specific warranty info
Will require exact model number for
Analog Tip & Ring Surge Protectors 2 years www . chloriowercom/en/usa specific warranty info
Will require exact model number for
Digital Tip & Ring Surge Protectors 2 years www . chloriciepowercom/en/usa specific warranty info
Will require exact model number for
SIF plug-in isolated relay 2 years www_chloridepower.romlenlusa specific warranty info
Will require exact model number for
Protector- DB25 2 years wwwchloride (Lwer_coin/eniusa specific warranty info
Will require exact model number for
Ground Bar for 6 AP- DP 2 years wwwchloridepovrr com/en/usa specific warranty info
Will require exact model number for
Oneac 1000Va UPS 5 yr ups, 2 yr battery www. chloricigpower. CO [Tl/efl,'Llqa specific warranty info
INTEGRATED Verilink 49115 CSU/DSU ' s 1 year No Website
COMMUNICATIONS
5-yr limited warranty,
limited in that 2 items —
the GPS receiver and
power supply are the www. speotraco )Icor L) . 0omisu P, PO
manufacturer' s warranty rt/howcanweh_�� cy wiwarrdntyinfo
of 1- r mafion
Spectracom NetClock and Accessories Y
Standard for systems is 2 Will require system "Z" number for specific
ZETRON Zetron 3200 Call Systems years from Ship date www Zetron corn warranty info.
Standard for Systems is 1 Will require system " Z" number for specific
Zetron 3300 Call Systems year from Ship date www . Zetron_com warranty info.
Standard for Systems is 1 Will require system " Z" number for specific
Zetron Series 4000 Radio Sys. year from Ship date WWW Zetroil . cor= warranty info .
InterAct Public Safety Systems provides the above information as a courtesy to the Customer. This information is subject to change without notice.
InterAct is not responsible
for modifications to the published warranties, which modifications are determined solely at the discretion of the distributor or manufacturer. InterAct may,
at its discretion,
elect to order any of the Equipment from a distributor or manufacturer other than the one referenced herein.
FIRST ADDENDUM EXHIBIT A
To Agreement between Colossus , Incorporated , d / b/a InterAct Public Safety
Systems and Indian River County , Florida
InterAct Public Safety Systems
EXHIBIT C : MILESTONE PAYMENT SCHEDULE
InterAct will provide a milestone payment schedule for the Software , Hardware , Third Party Software and
Services for each Subsystem listed on the Order Form as follows :
1 . Initial Payment :
At the time the Order Form is executed , the Customer shall pay InterAct a payment of 70 % percent
of the Interact Software , Services and first year Software and Equipment Maintenance and 100 % of
the Equipment and third party software amounts for the Subsystem .
2 . Installation Payments :
Upon delivery and installation of Software and Equipment of each Subsystem published on the Order
Form the Customer shall pay InterAct 20 % of the Software , Services and first year Software and
Equipment Maintenance amount .
3 . Final Payment :
Customer shall make full and final payment of the amount on the Order Form upon the cut live date
of the Subsystem for the remaining 10 % of the Software , Services and first year Software and
Equipment Maintenance amount for each Subsystem placed into production , plus any other unpaid
amount . Any discount adjustments will be made to the final payment .
4 . Maintenance Service & Payments in Subsequent Years
The term " Annual Maintenance " when used on an Order Form designates fees associated with the first
year of maintenance services only . Second year maintenance service for each Subsystem begins one
year after the beginning of productive use of the Subsystem , described in section 3 above . Prior to
the beginning of the second and subsequent year maintenance service periods , InterAct shall
determine the fees applicable to such year and provide the Customer with an invoice for annual
maintenance for that Subsystem and likewise for each of the other Subsystems upon the anniversary
date of the cut live date of the Subsystems . The maintenance service period for future years for all
Subsystems will begin on the anniversary date of the maintenance service for the first Subsystem
placed into productive use .
5 . Other Milestones
a . Upon order the Customer shall pay InterAct 50 % of Custom Interfaces and Other Customizations .
b . Upon the beginning of Productive Use , the Customer shall pay InterAct 50 % of Custom Interfaces
and Other Customizations .
c . Upon order the Customer shall pay InterAct 100 % of Change Orders .
InterAct Public Safety Systems 15
Master Purchase , License & Services Agreement v3 . 0
( 2011 -05-06 ) FCFM -0011 - 1