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HomeMy WebLinkAbout2025-055A TRUE COPY fRTIFICA.TION ON LAST PAGE N��IN L_ BUTLER, CLERK 9-1-1 SERVICES AND SOFTWARE LICENSE AGREEMENT This 9-1-1 Services and Software License Agreement (this "Agreement'), together with any other documents incorporated into this Agreement by reference (including all Exhibits to this Agreement, including the General Terms and Conditions of Software License, which are attached to this Agreement as Exhibit A , constitute the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The exhibits, attachments and appendices referred to in this Agreement are incorporated into this Agreement by reference and are an integral part of this Agreement to the same extent as if they were set forth verbatim in this Agreement, and the Parties have read, understand, and agree to all terms and conditions of all such exhibits, attachments, and appendices. Any capitalized terms used, but not defined, below will have the meanings ascribed to them in the General Terms and Conditions of Software License attached to this Agreement as Exhibit A and incorporated into this Agreement by reference in their entirety. 1. Purpose Grant of a non-exclusive, non -sub licensable and non -transferable, limited license to use the Software, which shall include any third - party software, necessary or required for the operation of Customer's emergency telephone system in the Territory. Type of Agreement/Document ® Original Agreement ❑ Amendment 2. Parties/ Notices: INdigital: Communications Venture Corporation INdigital, Inc (d/b/a INdigital) ("INdigital") 1616 Directors Row Fort Wayne, IN 46808 Phone: (260) 469-2010 E-mail: contracts6D ,indip,ital.net Attention: Contract Administration Customer: Indian River County Address: 4225 43'd Avenue, Vero Beach, FL 32%7 Phone: (772) 226-3943 E-mail: krackard@indianriver.gov Contact Person: Karen Rackard, 911 Coordinator 3. Effective Date mil 117 2M5 ("Effective Date"). 4. Software Software listed and described in Exhibit C attached to, and incorporated by reference into, this Agreement, together with any Maintenance Releases provided to Customer pursuant to this Agreement. 5. Territory Indian River County, FL 6. Permitted Use Use of the Software by Customer for the purpose of operating an emergency telephone system in the Territory ("Permitted Use"). 7. Installation INdigital will deliver and install one (1) copy of the Software to Customer. 8. Maintenance Releases During the Term, INdigital will provide Customer with all Maintenance Releases that INdigital may make generally available to its licensees at no additional charge. 1 9. License Fee 10. Additional Charges 11. Payment Schedule 12. Term 13. Exhibits 14. Other Agreements between Parties A TPOE COPY ON LAST PAGE BUTLER, CLERK Fee: $965.716.94 See Exhibit D attached to, and incorporated by reference into, this Agreement. If the Term is renewed, Customer will pay the then -current standard license fees that INdigital charges for the Software. See Exhibit D attached to, and incorporated by reference into, this Agreement for a exhibit of additional charges, if any, for installation, training, and acceptance testing services. Customer will also reimburse INdigital for out-of-pocket expenses incurred by INdigital in connection with performing such additional services. Milestone 1) Non -Recurring Charge (NRC). Due at Signature Milestone 2) Monthly Recurring Charges (MRCS) for Network -- Services "Network connection between INdigital Data Center and Call Handling Equipment at the PSAPs". Due at Completion. Milestone 3) 85% of MRC for Location and Routing Services. Due upon network migration of VoIP, CLEC and Wireless OSPs to INdigital's network for 9-1-1 call delivery. Milestone 4) Remaining 15% of MRC for Location and Routing Services Due upon network migration of legacy Wireline OSPs* to INdigital's network for 9-1-1 call delivery. Optional Service — See Exhibit D. *Legacy Wireline OSPs may impose tariffed charges for their call delivery costs. Initial Term: From Effective Date until five (5) -year anniversary of such date unless terminated earlier pursuant to any of the Agreement's express provisions. Renewal Terms: This Agreement will automatically renew for additional successive twelve (12) -month terms unless earlier terminated pursuant to any of the Agreement's express provisions or either Party gives the other Party written notice of non -renewal at least ninety (90) days prior to the expiration of the then -current term. ® Exhibit A — General Terms and Conditions of 9-1-1 Services and Software License (attached to, made part of, and incorporated in its entirety by reference into, this Agreement). ® Exhibit B — Designated Sites ® Exhibit C - Software / Services Description ® Exhibit D — Price List; Per Alachua Co FL RFP 21-976 Next Generation Core Services and Emergency Services Internet Protocol Network ® Exhibit E — Miscellaneous ❑ Equipment Purchase and Sale Agreement 0 Support and Maintenance Agreement 15. Representative Name: Jennifer Poole A TRUE COPY i t ;�!'IFICATIONI ONLAST PAGE RYAN L. BUTLER, CLERK This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. CUSTOMER: INDIGITAL INC: INDIAN RIVER COUNTY COMMUNICATION VENTURE CORPORATION (D/B/A INDIGITAL) Jose E. Flescher, Cha�irman Name: Jeff Humbarger Title: CFO John A. Titkanich, Jr., County Administrator Date: Appred a to form and legal sufficiency: Cop er A. Hicks, Assistant County Attorney Attest Ryan L. Butler, Clerk of urt and Cool w o A RUE COPY t- H T IFICATION ON LAST PAGE EXHIBITA pyA,4 BUTLER, CLERK GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SOFTWARE LICENSE) These General Terms and Conditions for INdigital's 9-1-1 include or use any of the foregoing, the Services and Software License Agreement (the "Terms") export, re-export or release of which to supplement the related specific 9-1-1 Services and certain jurisdictions or countries is Software License Agreement (together with these Terms, prohibited or requires an export license the "Agreement") between you ("you" or "Customer") or other governmental approval, under and Communications Venture Corporation (d/b/a any Law, including the US Export INdigital), an Indiana corporation ("INdigital"), for the Administration Act and its associated grant by INdigital to you of a license to certain software regulations. specified in the Agreement. These Terms will be deemed to be a part of and are hereby incorporated by reference into 1.7. "Customer" has the meaning set forth in the Agreement. the preamble to these Terms. These Terms prevail over any of Customer's general terms 1.8. "Designated Sites" means any of and conditions regardless of whether or when Customer Customer's facilities set forth in Exhibit has submitted its request for proposal, order, or such terms. B attached to, and incorporated by Provision of services, software license, equipment or other reference into, the Agreement. products or goods to Customer does not constitute 1.9. "Disclosing Party" has the meaning set acceptance of any of Customer's terms and conditions and forth in Section 5.1 of these Terms. does not serve to modify or amend these Terms. 1.10. "Documentation" means any and all INdigital and you may each individually be referred to as a manuals, instructions and other "Party" and collectively as the "Parties". documents and materials that INdigital 1. DEFINITIONS. Capitalized terms used in the and/or any third -party provides or makes Agreement (including these Terms) have the meanings set available to Customer in any form or forth or referred to in this Section 1: medium which describe the functionality, components, features or 1.1. "Acceptance Testing" has the meaning requirements of the Software, including set forth in Section 4 of these Terns. any aspect of the installation, 1.2. "Action" has the meaning set forth in configuration, integration, operation, d) Section 8.2(of these Terms. use, support or maintenance thereof. 1.3. "Affiliate" of a Person means any other 1.11. "Effective Date" has the meaning set Person that directly or indirectly, forth in Number 3 of the Agreement. through one or more intermediaries, 1.12. "Force Majeure Event" has the controls, is controlled by, or is under meaning set forth in Section 14.1 of common control with, such Person. The these Terms. term "control" ,(including these Terms "controlled by" and "under common 1.13. "Indemnitee" has the meaning set forth control with") means the direct or in Section 11.3 of these Terms. indirect power to direct or cause the 1.14. "Indemnitor" has the meaning set forth direction of the management and in Section 11.3 of these Terms. policies of a Person, whether through the ownership of voting securities, by 1.15. "INdigital" has the meaning set forth in contract or otherwise. the preamble to these Terms. 1.4. "Business Day" means a day other than 1.16. "INdigital Indemnitee" has the a Saturday, Sunday or other day on meaning set forth in Section 11.2 of which commercial banks in Fort Wayne, these Terms. Indiana are authorized or required by 1.17. "Initial Term" has the meaning set forth Law to be closed for business. in Section 9.1 of these Terms. 1.5. "Confidential Information" has the 1.18. "Intellectual Property Rights" means meaning set forth in Section 5.1 of these any and all registered and unregistered Terms. rights granted, applied for or otherwise 1.6. "Controlled Technology" means any now or hereafter in existence under or software, documentation, technology or related to any patent, copyright, other technical data, or any products that trademark, trade secret, database EXHIBIT A GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SOFTWARE LICENSE) protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 1.19. "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement or rule of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction. 1.20. "Loss" means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification under the Agreement and the cost of pursuing any insurance providers. 1.21. "Maintenance Release" means any update, upgrade, release or other adaptation or modification of the Software, including any updated Documentation, that INdigital and/or any third party may provide to Customer from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software, but does not include any New Version. 1.22. "New Version" means any new version of the Software may from time to time be introduced and marketed generally as a distinct licensed product (as may be indicated by INdigital's and/or a third party's designation of a new version number), and which INdigital and/or a third party may make available to Customer at an additional cost under a separate written agreement. 1.23. "Parties" has the meaning set forth in the preamble to these Terms. 1.24. "Party" has the meaning set forth in the preamble to these Terms. 1.25. "Payment Failure" has the meaning set forth in Section 9.3(a) of these Terms. A TRUE COPY CERTIFICATION ON LAST PAGE ::'AN L. BUTLER, CLERK 1.26. "Permitted Use" has the meaning set forth in Section 2 of the Agreement. 1.27. "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity. 1.28. "Receiving Party" has the meaning set forth in Section 5.1 of these Terms. 1.29. "Renewal Term" has the meaning set forth in Section 9.2 of these Terms. 1.30. "Representatives" means, with respect to a Party, that Party's employees, officers, directors, consultants, agents, independent contractors, service providers, sub licensees, subcontractors and legal advisors. 1.31. "Software" means the software listed in Exhibit C attached to, and incorporated by reference into, the Agreement, together with any Maintenance Releases provided to Customer pursuant to this Agreement. 1.32. "Term" has the meaning set forth in Section 9.2 of these Terms. 1.33. "Territory" has the meaning set forth in Number 5 of the Agreement. 1.34. "Third -Party Materials" means materials and information, in any form or medium, that are not proprietary to INdigital, including any third -party: (a) documents, data, content or specifications; (b) software, hardware or other products, facilities, equipment or devices; and (c) accessories, components, parts or features of any of the foregoing. 1.35. "Warranty Period" has the meaning set forth in Section 10.2 of these Terms. 2. LICENSE. 2.1. License Grant. Subject to the terms and conditions of the Agreement (including these Terms) and INdigital's rights under any third -party agreements relating to the Software, and conditioned on Customer's and its Affiliates' and Representatives' compliance therewith, INdigital hereby grants to Customer a non-exclusive, non -sub licensable and non -transferable, limited license and sublicense (to the extent allowed by any third -party agreements) to use the Software and Documentation solely for the EXHIBIT A GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SOFTWARE LICENSE) Permitted Use in the Territory during the Term. 2.2. Scope of Licensed Access and Use. Customer may use and run one copy of the Software on Customer's network at any of the Designated Site(s). The total number of Designated Site(s) shall not exceed the number set forth under the Agreement (including these Terms), except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the license fees payable under the Agreement. 3. USE RESTRICTIONS. Except as the Agreement (including these Terms) expressly permits, Customer shall not, and shall not permit any other Person to: (a) copy the Software, in whole or in part; (b) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of any Software; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software to any Person, including on or in connection with the internet or any time- sharing, service bureau, software as a service, cloud or other technology or service; (d) reverse engineer, disassemble, decompile, decode or adapt the Software, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (e) bypass or breach any security device or protection used for or contained in the Software or Documentation; (f) remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trademarks, terms of the Documentation, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks or serial numbers on or relating to any copy of the Software or Documentation; (g) use the Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable Law; (h) use the Software for purposes of: (i) benchmarking or competitive analysis of the Software; (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to INdigital's detriment or commercial disadvantage; (i) use the Software in or in connection with A, TPUE COPY ;;' _-,; w a?CATION ON LAST PAGE i.. BUTLER, CLERK the design, construction, maintenance, operation or use of any hazardous environments, systems or applications, any safety response systems or other safety -critical applications, or any other use or application in which the use or failure of the Software could lead to personal injury or severe physical or property damage; or 0) use the Software or Documentation other than for the Permitted Use or in any manner or for any purpose or application not expressly permitted by the Agreement (including these Terms). 4. DELIVERY AND INSTALLATION. INdigital Th—all deliver and install one (1) copy of the Software to Customer. Risk of loss of any tangible media on which the Software is delivered shall pass to Customer on delivery. 4.1. Acceptance. Customer will test whether the Software operates in accordance with the Documentation ("Acceptance Testing") pursuant to the terms of this Section 4. Upon completion of the Software installation, Customer shall have fourteen (14) days to test the Software and notify INdigital in writing of any defect or deficiency. If the initial Acceptance Testing fails, INdigital shall, within fifteen (15) days of the Acceptance Testing and at its cost, correct the errors so disclosed and Customer may repeat the Acceptance Testing. If the subsequent Acceptance Testing fails, and such failure does not arise from or relate to any failure or defect of Customer's or any third -party's product, service, hardware, software, system or network, INdigital shall, within fifteen (15) days of the subsequent Acceptance Testing, at its cost, correct the errors so disclosed and Customer may again repeat the Acceptance Testing. If the subsequent Acceptance Testing fails two (2) or more times, Customer may terminate the Agreement (including these Terms) on written notice to INdigital. On termination, INdigital shall refund all license fees paid by Customer under the Agreement (including these Terms) within thirty (30) days of receipt of such notice, and such refund shall be Customer's sole and exclusive remedy for any unresolved Acceptance Testing failures. In any event, Customer shall be deemed to have accepted the Software if. (a) the Acceptance Testing is certified by Customer to be successful; or (b) Customer commences operational use of the Software. 4.2 MAINTENANCE AND SUPPORT. During the Term, INdigital: (i) will use commercially reasonable efforts to resolve any Incidents reported by Customer; (ii) may provide training services to Customer on Customer's request, at INdigital's standard hourly EXHIBIT A GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SOFfwARE LICENSE) rates then in effect, and the terms and conditions of the Agreement (including these Terms) will govern the provision of any training services delivered by INdigital to Customer, and (iii) will provide Customer with all Maintenance Releases under the terms and conditions set forth in the Software License Agreement. INdigital has the sole right to determine, in its discretion: (a) what constitutes an Incident; and (b) when an Incident is deemed to be resolved. An "Incident", as used herein and throughout these Terms, means a support request that begins when Customer contacts INdigital to report a specific Ensor and ends when INdigital either: (a) resolves the Error; or (b) determines in its sole and absolute discretion that the Error cannot be resolved. INdigital will use commercially reasonable efforts to resolve an Incident, but does not guarantee that any Incident will be resolved. As set forth above, during the Term, INdigital will provide Customer with all Maintenance Releases (including updated Documentation) that INdigital may, in its sole discretion, make generally available to its licensees at no additional charge. All Maintenance Releases, being provided by INdigital to Customer under the Agreement, are deemed Software subject to all applicable terms and conditions in the Agreement (including these Terms). As part of the support and maintenance to be provided by INdigital to Customer, Customer will install all Maintenance Releases as soon as practicable after receipt. Customer does not have any right under the Agreement to receive any New Versions of the Software that INdigital or any third - party software provider may, in its sole discretion, release from time to time. Customer may license any New Version at INdigital's then -current list price and subject to a separate license agreement, provided that Customer is in compliance with the terms and conditions of the Agreement (including these Terms). 5. CONFIDENTIALITY. 5.1. Confidential Information. In connection with the Agreement each Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") Confidential Information. Subject to Section 5.2 of these Terms, "Confidential Information" means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated or otherwise r'. TRUE COPY T fFICATION ON LAST PAGE ,d �. BUTLER, CLERK identified as "confidential". Without limiting the foregoing: (a) the Software and Documentation are the Confidential Information of INdigital; and (b) the financial terms of the Agreement (including these Terms) are the Confidential Information of INdigital. 5.2. Exclusions and Exceptions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with the Agreement (including these Terms); (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with the Agreement (including these Terms); (c) was or is received by the Receiving Party on a non -confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. 5.3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with the Agreement (including these Terms); (b) except as may be permitted under the terms and conditions of Section 5.4 of these Terms, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with the Agreement (including these Terms); (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 5; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 5; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event EXHIBIT A GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SOFTWARE LICENSE) less than a reasonable degree of care; (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with Disclosing Party to prevent further unauthorized use or disclosure; and (e) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 5. Notwithstanding any other provisions of the Agreement (including these Terms), the Receiving Party's obligations under this Section 5 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives. 5.4. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 5.3 of these Terms; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 5.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment. 5.5. Return; Destruction. Confidential Information will remain the property of the Disclosing Party and will, at the Disclosing Party's request and after it is no longer needed for the purposes of the Agreement (including these Terms) or upon expiration or termination of the Agreement (including these Terms) for any reason, whichever occurs first, promptly be returned to the Disclosing Party or be destroyed, together with all copies made by the Receiving Party A TRUE COPY CERTIFICATION ON LAST PAGE PMN L. BUTLER, CLERK and by anyone to whom such Confidential Information has been made available by the Receiving Party in accordance with the provisions of this section. 6. FEES AND PAYMENT. 6.1. License Fees. In consideration of the rights granted to Customer under the Agreement (including these Terms), Customer shall pay to INdigital the license fees set forth in Exhibit D (attached to, and incorporated by reference into, the Agreement) in accordance with that exhibit and the terms of this Section 6. If the Term is renewed for any Renewal Term(s) pursuant to Section 9.2 of these Terms, Customer shall pay the then -current standard license fees that INdigital charges for the Software during the applicable Renewal Term. 6.2. Additional Fees and Expenses. In consideration of INdigital providing installation, support and maintenance, training, and other ancillary services under the Agreement (including these Terms), Customer shall pay to INdigital the fees set forth in Exhibit D attached to, and incorporated by reference into, the Agreement, and shall reimburse INdigital for out-of-pocket expenses incurred by INdigital in connection with performing these services, in accordance with that exhibit and the terms of this Section 6. 6.3. Taxes. All license fees and other amounts payable by Customer under the Agreement (including these Terms) are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer under the Agreement, other than any taxes imposed on INdigital's income. 6.4. Payment. Customer shall pay all amounts due and owing under the Agreement (including these Terms) within thirty 30 days after the date of INdigital's invoice therefor. Customer shall make all payments under the Agreement in US dollars by wire transfer or check to the address or account specified in Exhibit D attached to, and incorporated by reference into, the Agreement or such other address or account as INdigital may specify in writing from time to time. 6.5. Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available to INdigital: (a) INdigital may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable EXHIBIT A GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SOFTWARE LICENSE) Law; (b) Customer shall reimburse INdigital for all reasonable costs incurred by INdigital in collecting any late payment of amounts due or related interest, including attorneys' fees, court costs and collection agency fees; and (c) if such failure continues for fifteen (15) days following written notice thereof, INdigital may: (i) disable Customer's use of the Software (including by means of a disabling code, technology or device); (ii) withhold, suspend or revoke its grant of a license and/or sublicense under the Agreement; and/or (iii) terminate the Agreement (including these Terms) under Section 9.3(al or Section 9.3(b) of these Terms, as applicable. 6.6. No Deductions or Setoffs. All amounts payable to INdigital under the Agreement (including these Terms) shall be paid by Customer to INdigital in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law). 7. SECURITY MEASURES. The Software may contain technological measures designed to prevent unauthorized or illegal use of the Software. Customer acknowledges and agrees that: (a) INdigital may use these and other lawful measures to verify Customer's compliance with the terms of the Agreement (including these Terms) and enforce INdigital's rights, including all Intellectual Property Rights, in and to the Software; (b) INdigital may deny any individual access to and/or use of the Software if INdigital, in its sole reasonable discretion, believes that Person's use of the Software would violate any provision of the Agreement (including these Terms); and (c) INdigital and its Representatives may collect, maintain, process and use diagnostic, technical, usage and related information, including information about Customer's computers, systems and software, that INdigital may gather periodically to improve the performance of the Software or develop Maintenance Releases. This information will be treated in accordance with INdigital's privacy policy, as amended from time to time. 8. INTELLECTUAL PROPERTY RIGHTS 8.1. Intellectual Property Ownership. Customer acknowledges and agrees that: (a) the Software and Documentation are licensed or sublicensed and not sold to Customer by INdigital and Customer does not and will not have or acquire under or in connection with the A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. SUTLER, CLERK Agreement (including these Terms) any ownership interest in the Software or Documentation, or in any related Intellectual Property Rights; (b) INdigital and its licensor(s) are and will remain the sole and exclusive owners of all right, title and interest in and to the Software and Documentation, including all Intellectual Property Rights relating thereto, subject only to the limited license granted to Customer under the Agreement; and (c) Customer hereby unconditionally and irrevocably assigns to INdigital or INdigital's designee, Customer's entire right, title and interest in and to any Intellectual Property Rights that Customer may now or hereafter have in or relating to the Software or Documentation (including any rights in derivative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment or otherwise. 8.2. Customer Cooperation and Notice of Infringement. Customer shall, during the Term: (a) take all reasonable measures to safeguard the Software and Documentation (including all copies thereon from infringement, misappropriation, theft, misuse or unauthorized access; (b) at INdigital's expense, take all such steps as INdigital may reasonably require to assist INdigital in maintaining the validity, enforceability and INdigital's ownership of the Intellectual Property Rights in the Software and Documentation; (c) promptly notify INdigital in writing if Customer becomes aware of.- (i). f: (i). any actual or suspected infringement, misappropriation or other violation of INdigital's Intellectual Property Rights in or relating to the Software or Documentation; or (ii). any claim that the Software or Documentation, including any production, use, marketing, sale or other disposition of the Software or Documentation, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual Property Rights or other rights of any Person; and (d) fully cooperate with and assist INdigital in all reasonable ways in the conduct of any claim, suit, action or proceeding (each, an "Action") by 9 EXIMIT A GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SovrwARE LICENSE) INdigital to prevent or abate any actual or threatened infringement, misappropriation or violation of INdigital's rights in, and to attempt to resolve any claims relating to, the Software or Documentation. 8.3. No Implied Rights. Except for the limited rights and licenses expressly granted under the Agreement, nothing in the Agreement (including these Terms) grants, by implication, waiver, estoppel or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Software or Documentation. TERM AND TERMINATION. 9.1. Initial Term. The initial term of the Agreement commences as of the Effective Date and will continue in effect until such time as specified in Section 11 of the Agreement, unless terminated earlier pursuant to any of the Agreement's express provisions (the "Initial Term"). 9.2. Renewal Term. The Agreement will automatically renew for additional successive terms specified in Section 11 of the Agreement unless earlier terminated pursuant to any of the Agreement's express provisions or either Party gives the other Party written notice of non -renewal at least ninety (90) days prior to the expiration of the then -current term (each, a "Renewal Term" and, collectively, together with the Initial Term, the "Term"). 9.3. Termination. The Agreement may be terminated at any time: (a) by INdigital, effective on written notice to Customer, if Customer fails to pay any amount when due under the Agreement (including these Terms), where such failure continues more than fifteen (15) days after INdigital's delivery of written notice thereof ("Payment Failure"); (b) by INdigital, immediately on written notice to Customer if any two or more Payment Failures occur in any twelve (12) -month period; (c) by either Party, effective on written notice to the other Party, if the other Party materially breaches the Agreement (including these Terms) and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non -breaching Party provides the breaching Party with written notice of such breach (except in the case of a Payment Failure, which shall be governed by Section 9.3(a) of these Terms); (d) by INdigital, effective immediately, if the Customer: (i) is dissolved or liquidated or r., TRUE COPY --,-,-n -KATION ON LAST PAGE h3 L. BUTLER, CLERK takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay its debts as they become due; (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property; (e) by INdigital, upon notice to Customer, if Customer is in breach of any other agreement between the Parties and such breach is not cured pursuant to the terms of such agreement. 9.4. Effect of Termination or Expiration. On the expiration or earlier termination of the Agreement: (a) all rights, licenses and authorizations granted to Customer under the Agreement will immediately terminate and Customer shall: (i). immediately cease all use of and other activities with respect to the Software and Documentation other than those described in Section 9.4(a)(ii) of these Terms; (ii). within sixty (60) days deliver to INdigital, or at INdigital's written request destroy, and permanently erase from all devices and systems Customer directly or indirectly controls, the Software, the Documentation and INdigital's Confidential Information, including all documents, files and tangible materials (and any partial and complete copies) containing, reflecting, incorporating or based on any of the foregoing, whether or not modified or merged into other materials; (iii). certify to INdigital in a signed written instrument that it has complied with the requirements of this Section 9.4; and (b) all amounts payable by Customer to INdigital of any kind under the Agreement (including these Terms) are immediately payable and due no later than thirty (30) days after the effective date of the expiration or INdigital's termination of the Agreement. 9.5. Surviving Terms. The provisions set forth in the following sections, and any other right, obligation or provision under the Agreement (including these Terms) that, by its nature, should survive termination or expiration of the Agreement (including these Terms), will survive any expiration or termination of EXHIBIT A GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SOFTWARE LICENSE) the Agreement: this Section 9.5 of these Terms, Section 1 of these Terms (Definitions), Section 5 of these Terms (Confidentiality), Section 8 of these Terms (Intellectual Property Rights), Section 10 of these Terms (Representations and Warranties), for clarity, including Section 10.7 of these Terms (Disclaimer of Warranties), Section 11 of these Terms (Indemnification), Section 12 of these Terms (Limitation of Liability), and Section 15 of these Terms (Miscellaneous). 10. REPRESENTATIONS AND WARRANTIES. 10.1. Mutual Representations and Warranties. Each Party represents, warrants and covenants to the other Party that: (a) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses and authorizations it grants and is required to grant under the Agreement (including these Terms); (b) the execution of the Agreement by its representative whose signature is set forth at the end of the Agreement has been duly authorized by all necessary action of such Party; and (c) when executed and delivered by both Parties, the Agreement (including these Terms) will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms. 10.2. Limited Warranty. Subject to the limitations and conditions set forth in Section 10.3 of these Terms and Section 10.4 of these Terms, INdigital warrants to Customer that for a period of ninety (90) days from the Effective Date (the "Warranty Period"), the Software will substantially conform in all material respects to the specifications set forth in the Documentation, when installed, operated and used as recommended in the Documentation and in accordance with the Agreement (including these Terms). 10.3. Customer Requirements. The limited warranty set forth in Section 10.2 of these Terms applies only if Customer: (a) notifies INdigital in writing of the warranty breach before the expiration of the Warranty Period; (b) has promptly installed all Maintenance Releases to the Software that INdigital previously made available to Customer; and (c) as of the date of notification, is in compliance with all terms and conditions of the Agreement (including these Terms) (including the payment of all license fees then due and owing). 10.4. Exceptions. Notwithstanding any A, TRUE COPY ATION ON LAST PAGE _. 13e.1TLER, CLERK provisions to the contrary in the Agreement (including these Terms), the limited warranty set forth in Section 10.2 of these Terms does not apply to problems arising out of or relating to: (a) Software, or the media on which it is provided, that is modified or damaged by Customer or its Representatives; (b) any operation or use of, or other activity relating to, the Software other than as specified in the Documentation, including any incorporation in the Software of, or combination, operation or use of the Software in or with, any technology (including any software, hardware, firmware, system or network) or service not specified for Customer's use in the Documentation, unless otherwise expressly permitted by INdigital in writing; (c) Customer's or any third party's negligence, abuse, misapplication or misuse of the Software, including any use of the Software other than as specified in the Documentation or expressly authorized by INdigital in writing; (d) Customer's failure to promptly install all Maintenance Releases that INdigital has previously made available to Customer; (e) the operation of, or access to, Customer's or a third party's system or network; (f) any beta software, software that INdigital makes available for testing or demonstration purposes, temporary software modules or software for which INdigital does not receive a license fee; (g) Customer's material breach of any provision of the Agreement (including these Terms); (h) any other circumstances or causes outside of the reasonable control of INdigital (including abnormal physical or electrical stress); or (i) any failure or interruption of any electrical power, or any accident or cause external to the Software, including, but not limited to, problems or malfunctions related to Customer's network, database, third party software products, workstation configurations, Customer's hardware, operator error, or Customer's negligence or willful misconduct. 10.5. Remedial Efforts. If INdigital breaches, or is alleged to have breached, the limited warranty set forth in Section 10.2 of these Terms, INdigital may, at EXHIBIT A GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SOFrwARE LICENSE) its sole option and expense, take any of the following steps to remedy such breach: (a) replace any damaged or defective media on which INdigital supplied the Software; (b) amend, supplement or replace any incomplete or inaccurate Documentation; (c) repair the Software; (d) replace the Software with functionally equivalent software (which software will, on its replacement of the Software, constitute Software); and/or (e) terminate the Agreement and, provided that Customer fully complies with all of its post- termination obligations as set forth in Section 9.4 of these Terms, promptly refund to Customer, on a pro rata basis, the share of any license fees prepaid by Customer for the future portion of the Term that would have remained but for such termination. 10.6. Sole Remedv. If INdigital does not cure a warranty breach or terminate the Agreement as provided in Section 10.5 of these Terms within a reasonable period of time after INdigital's receipt of written notice of such breach, Customer shall have the right to terminate the Agreement as provided in Section 9.3(c) of these Terms. Provided that Customer fully complies with its post -termination obligations as set forth in Section 9.4 of these Terms, INdigital shall promptly refund to Customer, on a pro rata basis, the share of any license fees prepaid by Customer for the future portion of the Term that would have remained but for such termination. THIS SECTION 10.6 SETS FORTH THE CUSTOMER'S SOLE REMEDY AND INDIGITAL'S ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF ANY INDIGITAL WARRANTY OF THE SOFTWARE SET FORTH IN THE AGREEMENT. 10.7. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS LINIITED WARRANTY SET FORTH IN SECTION 10.2 OF THESE TERMS, ALL SOFTWARE, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION, MATERIALS AND SERVICES PROVIDED BY INDIGITAL ARE PROVIDED "AS IS." INDIGITAL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE A TRUE COPY CERTIFICATION ON LAST PAGE :CYAN L. BUTLER, CLERK AND NON -INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, INDIGITAL MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR DOCUMENTATION, OR ANY OTHER INDIGITAL OR THIRD -PARTY GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE OR HARDWARE), OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WELL MEET CUSTOMER'S OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM OR NETWORK), OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD -PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD - PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN- THIRD -PARTY MATERIALS. 11. INDEMNIFICATION. 11.1. INdieital Indemnification. INdigital shall indemnify, defend and hold harmless Customer from and against any and all Losses incurred by Customer arising out of or relating to any Action by a third party (other than an Affiliate) to the extent that such Losses arise from any allegation in such Action that the Software, or any use of the Software, in the Territory in accordance with the Agreement (including these Terms) (including the Documentation) infringes any U.S. Intellectual Property Right in the U.S. The foregoing obligation does not apply to the extent that such Action or Losses arise from any allegation of or relating to any: (a) Third -Party Materials; (b) patent issued on a patent application published after the Effective Date; (c) incorporation by the Software of, or combination, operation or use of the Software in or with, any technology (including any software, hardware, firmware, system or network) or service not provided by INdigital or specified for Customer's use in the Documentation, unless otherwise expressly permitted by INdigital in writing; (d) modification of the Software other than: (i) by INdigital or its authorized contractor EXHIBIT A GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SOFTWARE LICENSE) in connection with the Agreement (including these Terms); or (ii) with INdigital's express written authorization and in strict accordance with INdigital's written directions and specifications; (e) failure to timely implement any Maintenance Release, modification, update or replacement of the Software made available to Customer by INdigital; (f) use of the Software after INdigital's notice to Customer of such activity's alleged or actual infringement, misappropriation or other violation of a third party's rights; (g) negligence, abuse, misapplication or misuse of the Software or Documentation by or on behalf of Customer, Customer's Representatives or a third party; (h) use of the Software or Documentation by or on behalf of Customer that is outside the purpose, scope or manner of use authorized by the Agreement (including these Terms) or in any manner contrary to INdigital's instructions; (i) events or circumstances outside of INdigital's commercially reasonable control (including any third -party hardware, software or system bugs, defects or malfunctions); or 0) Action or Losses for which Customer is obligated to indemnify INdigital pursuant to Section 11.2 of these Terms. 11.2. Customer Indemnification. Customer shall indemnify, defend and hold harmless INdigital and its Affiliates, officers, directors, employees, agents, subcontractors, successors and assigns (each, including INdigital, an "INdigital Indemnitee") from and against any and all Losses incurred by the INdigital Indemnitee in connection with any Action by a third party (other than an Affiliate of a INdigital Indemnitee) to the extent that such Losses arise out of or relate to any allegation: (a) that any Intellectual Property Right or other right of any Person, or any Law, is or will be infringed, misappropriated or otherwise violated by any: (i). use or combination of the Software by or on behalf of Customer or any of its Representatives with any hardware, software, system, network, service or other matter whatsoever that is neither provided by INdigital nor authorized by INdigital in the Agreement (including these Terms) and the Documentation or otherwise in writing; and A TRUE COPY CERTIFICATION ON LAST PAGE F?YAN L. BUTLER, CLERK (ii). information, materials or technology or other matter whatsoever directly or indirectly provided by Customer or directed by Customer to be installed, combined, integrated or used with, as part of, or in connection with the Software or Documentation; (b) of or relating to facts that, if true, would constitute a breach by Customer of any representation, warranty, covenant or obligation under the Agreement (including these Terms); (c) of or relating to negligence, abuse, misapplication, misuse or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of Customer or any of its Representatives with respect to the Software or Documentation or otherwise in connection with the Agreement (including these Terms); or (d) of or relating to use of the Software or Documentation by or on behalf of Customer or any of its Representatives that is outside the purpose, scope or manner of use authorized by the Agreement (including these Terms) or the Documentation, or in any manner contrary to INdigital's instructions. 11.3. Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 11.1 or Section 11.2 of these Terms. The Party seeking indemnification (the "Indemnitee") shall cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 11 will not relieve the Indemnitor of its obligations under this Section 11 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. 11.4. Mitigation. If the Software, or any part of the Software, is, or in INdigital's opinion is likely to be, claimed to infringe, misappropriate or otherwise violate any third -party Intellectual Property Right, or if Customer's use of the Software is enjoined or threatened to be enjoined, INdigital may, at its option and sole cost and expense: EXHIBIT A GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SOFI'wARE LICENSE) (a) obtain the right for Customer to continue to use the Software materially as contemplated by the Agreement (including these Terms); (b) modify or replace the Software, in whole or in part, to seek to make the Software non - infringing, while providing materially equivalent features and functionality, and such modified or replacement software will constitute Software under the Agreement (including these Terms); or (c) if none of the remedies set forth in the above Section 11.4(a) or Section 11 AN of these Terms is reasonably available to INdigital, terminate the Agreement, in its entirety or with respect to the affected part or feature of the Software, effective immediately on written notice to Customer, in which event: (i). Customer shall cease all use of the Software and Documentation immediately on receipt of Customer's notice; and (ii). provided that Customer fully complies with its post -termination obligations set forth in Section 9.4 of these Terms, INdigital shall promptly refund to Customer, on a pro rata basis, the share of any license fees prepaid by Customer for the future portion of the Term that would have remained but for such termination. 11.5. Sole Remedy. THIS SECTION 11 SETS FORTH CUSTOMER'S SOLE REMEDIES AND INDIGITAL'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THE AGREEMENT (INCLUDING THESE TERMS) OR ANY SUBJECT MATTER OF THE AGREEMENT (INCLUDING THE SOFTWARE AND DOCUMENTATION) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 12. LIMITATION OF LIABILITY. 12.1. EXCLUSION OF DAMAGES. IN NO EVENT WILL INDIGITAL OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT (INCLUDING THESE TERMS) OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY (a) INCREASED COSTS, DIMINUTION IN VALUE A TRUE COPY CERTtPICATION ON LAST PAGE RYAN L. BUTLER, CLERK OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (b) LOSS OF GOODWILL OR REPUTATION, (c) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY SOFTWARE OR THIRD -PARTY MATERIALS, (d) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (e) COST OF REPLACEMENT GOODS OR SERVICES, OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE. POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 12.2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF INDIGITAL AND ITS LICENSORS, SUPPLIERS AND SERVICE PROVIDERS ARISING OUT OF OR RELATED TO THE AGREEMENT (INCLUDING THESE TERMS), WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO INDIGITAL UNDER THE AGREEMENT IN THE 12 -MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LMTATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 13. EXPORT REGULATION. Customer shall not itself, or permit any other Person to, export, re-export or release, directly or indirectly any Controlled Technology to any country, jurisdiction or Person to which the export, re-export or release of Controlled Technology (a) is prohibited by applicable Law or (b) without first completing all required undertakings (including obtaining any necessary export license). 14. FORCE MAJEURE. 14.1. No Breach or Default. In no event will INdigital be liable or responsible to Customer, or be deemed to have defaulted under or breached the Agreement (including these Terms), for any failure or delay in fulfilling or performing any term of the Agreement (including these Terms), when and to the extent such failure or delay is caused by any circumstances beyond INdigital's reasonable control EXHIBIT A GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SOFTWARE LICENSE) (a "Force Majeure Event'), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of the Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either Party may terminate the Agreement if a Force Majeure Event continues substantially uninterrupted for a period of 90 days or more. 14.2. Obligations. In the event of any failure or delay caused by a Force Majeure Event, INdigital shall give prompt written notice to Customer stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. 15. MISCELLANEOUS. 15.1. Further Assurances. On a Party's reasonable request, the other Party shall, at the requesting Party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to the Agreement. 15.2. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in the Agreement (including these Terms) shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. A TRUE COPY CERT0CATION ON LAST PAGE RYAN L. BUTLER, CLERK business day, if sent after the addressee's normal business hours; and (iv) on the third business day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. 15.4. Interpretation. For purposes of the Agreement (including these Terms): (i) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; (iii) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to the Agreement as a whole (including these Terms); (iv) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (v) words denoting any gender include all genders. Unless the context otherwise requires, references in the Agreement (including these Terms): (x) to exhibits, exhibits, attachments and appendices mean the exhibits, exhibits, attachments and appendices attached to, the Agreement (including these Terms); (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof, and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. T'he Parties intend the Agreement (including these Terms) to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments and appendices referred to in the Agreement (including these Terms) are an integral part of the Agreement to the same extent as if they were set forth verbatim in the Agreement. 15.5. Headings. The headings in the Agreement (including these Terms) are for reference only and do not affect the interpretation of the Agreement (including these Terms). 15.6. Entire Agreement. The Agreement, 15.3. Notices. Except as otherwise expressly together with these Terms and any other documents set forth in the Agreement, any notice, request, incorporated by reference into the Agreement (and, if consent, claim, demand, waiver or other applicable, together with the Software Support and communication under the Agreement will have legal Maintenance Agreement), constitute the sole and effect only if in writing and addressed to a Party at its entire agreement of the Parties with respect to the address or e-mail designated in the Agreement. subject matter of the Agreement and supersede all Notices sent in accordance with this Section 14.3 will prior and contemporaneous understandings, be deemed effectively given: (i) when received, if agreements, representations and warranties, both delivered by hand, with signed confirmation of written and oral, with respect to such subject matter. receipt; (ii) when received, if sent by a nationally recognized overnight courier, signature required; (iii) 15.7. Assignment. Customer shall not assign when sent, if by e-mail, (in each case, with or otherwise transfer any of its rights, or delegate or confirmation of transmission), if sent during the otherwise transfer any of its obligations or addressee's normal business hours, and on the next performance, under the Agreement (including these Terms) without INdi tal's gi prior written consent. Any A TRUE COPY CERTIFICATION ON LAST PAGE EXHIBITA RYAN L. BUTLER, CLERK GENERAL TERMS AND CONDITIONS (9-1-1 SERVICES AND SOFTWARE LICENSE) purported assignment, delegation or transfer in violation of this Section 15.7 is void. The Agreement (including these Terms) inures to the benefit of, and is binding on and enforceable against, the Parties and their respective permitted successors and assigns. 15.8. No Third -Party Beneficiaries. The Agreement (including these Terms) are for the sole benefit of the Parties and their respective permitted successors and permitted assigns and nothing in the Agreement (including these Terms), express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement (including these Terms). 15.9. Amendment and Modification; Waiver. No amendment to, modification of, or rescission, termination or discharge of the Agreement (including these Terms) is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of the Agreement (including these Terms) and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions of the Agreement (including these Terms) shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Agreement (including these Terms), no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Agreement (including these Terms) shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege under the Agreement (including these Terms) preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 15.10. Severability. If any provision of the Agreement (including these Terms) is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement (including these Terms) or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify the Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by the Agreement (including these Terms) be consummated as originally contemplated to the greatest extent possible. 15.11. Governine Law; Submission to Jurisdiction. The Agreement (including these Terms) is governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Indiana. Any legal suit, action or proceeding arising out of or related to the Agreement will be instituted exclusively in the federal courts of the United States District Court of the Northern District of Indiana or the courts of the State of Indiana in each case located in the city of Fort Wayne and County of Allen, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party's address set forth in Number 2 of the Agreement will be effective service of process for any suit, action or other proceeding brought in any such court. 15.12. Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to the Agreement or the transactions contemplated by the Agreement (including these Terms). 15.13. Equitable Remedies. Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under Section 3 of these Terms (Use Restrictions), Section 5 of these Terms (Confidentiality), Section 8 of these Terms (Intellectual Property Rights) or Section 11 of these Terms (Indemnification) would cause INdigital irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, INdigital will be entitled to equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. 15.14. Attorneys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other Party arising out of or related to the Agreement (including these Terms), the prevailing Party shall be entitled to recover its reasonable attorneys, expert witness and accountants' fees and court costs from the non -prevailing Party. Exhibit B Designated Site(s) Side A EOC 4225 43rd Avenue Vero Beach, FL Side B Indian River SO 4055 41' Avenue Vero Beach, FL Remote Sites City of Vero Police Department 1055 20' St Vero Beach, FL City of Sebastian Police Department 1201 Main St Sebastian, FL A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Exhibit C Software / Services Description 1. Database Services - A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Location Database services for the PSAP. Repository for Address Location Information (ALI). Legacy wireline records in the service area will be processed by INdigital using industry standard record exchange and correction methods. i2 format ALI service (wireless, VoIP - using pANi) will be provided by INdigital. 2. Routing Services - INdigital will design and deploy an Next Generation Core Services (NGCS) configuration that conforms to standards and includes the necessary components to provide NG9-1-1 using industry standard Functional Elements. Redundant, diverse service aggregation points of presence will be established, and the proposed solution will conform to the current standards, and accommodate future adjustments to the standards as they become available. 3. Network Services - The proposal's objective is to establish an Emergency Services iP Network (ESiNet) to serve existing and new customers. This connectivity will be provided by diverse carriers when available. This service enables connectivity to the PSAP for delivery of voice and data for NG9-1-1. 4. MEVO Services - A service continuity and disaster recovery platform (INdigital's MEVO system) will be deployed. The MEVO platform is an independent call processing system on the output (egress) side of the NGCS Routing Platform. This platform allows for 9-1-1 calls to be routed to a VOIP phone with E9-1-1 functionality. Indian River will have 8 MEVOs at EOC, 9 at the Sheriffs Office, VBPD will have 3 and 3 at SEBPD. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Exhibit Price List Per Alachua Co FL RFP 21-976 New Generation Core Services and Emergency Services Internet Protocol Network ralfm I&W Co FL PISM prkee nut,& /Ndigi ta/ 212&W25 Newai NOCS 0aWnn �•�� Jenni'er Poole 1poolea md:gta'. net ArA%deo CoA AFP 2f-976 Nod Cwwa600 foe Sosloes rd -Srreas krrrarf Anm...r 1ar...a Quote erpses in 90 days 'see nenaork diagram for .—as Set up Fees $19,093.94 Year 1 of INdigital NGCS Services YSRP Total Year 1 Cost $208,418.54 I 5189,324.60 Total Year 3 Cost $189.324.60 Total Year 4 Cost $189,324.60 _:Daaabaze S189,324.60 Tora160 Month Invesunenr -- $8489.75 5101.877.00 - ..,•...•I y�,,�_,.,_..._�_w_..,_.___. Netaivk Sae below' SZ193.45 SM.321.40 100 MB 6widlidh adrSYm 'y,<,.,.,-. _... _ Mew fQn....: — cFilanig d fom ,..... .. sago A6rWly nrani�paodb— 911 aarwoea S14 079.f0 -ft,69796._.. f16B_9�9.20_ _ ..._�._. ..__.. ._._._...._.. .. __._,,. ._..+`— i. f20,37540 r _... ........ TOW ..... ft 777.05 I .. .—.r.........,.�...._ t1993l4.Ii0 :on10US P4mwuon..(fJ41>i19,U93.1M L..� $D -OD .—. - r iow Soviee SLhw cad& t/I,DSil1 ---'- Quote erpses in 90 days 'see nenaork diagram for .—as Set up Fees $19,093.94 Year 1 of INdigital NGCS Services $189.324.60 Total Year 1 Cost $208,418.54 Total Year 1 Cost 5189,324.60 Total Year 3 Cost $189.324.60 Total Year 4 Cost $189,324.60 Torn/ Year 5 Cost S189,324.60 Tora160 Month Invesunenr $965,716.94 PWmera SdwdWe MI NW1-WC DM at Bf tioti dAgr vn V, 519,0939/ M I atone 2-t*Awk Sffwa JCo Wfian bebeal I tidiphl datacendr -d KC 0711 MaW 'rig SON"$3A91A0" FklNtome 3-25%of POGO MRCINSimwk nipation oFW P, CLEC 8 m,ela oaps ta INdplal nets kfor 9.1-1 all del, --)$10,102./0" 1,01ilaLune4-15%ofN=FRC(Co0VleWn o1 mlwrk ni8atimn of lepcy w1reline osPs to IN3pbl rdi k for 9.1.1 all del ivay)S1,7a21s" Ffleslwre jopOaeal Wks) - billing bepm once cls into service 'Mieatonaa M diw lRRcl Mond* Recurring Caal for services biked at miestur completion STATE OF FLORIDA MOIAN RIVER COUNTY THIS IS TO CERTIFY THAT THIS IS ATRUE AND CORRECT COPY OF THE CRIG04AL ON FILE IN THIS OFFICE RYAN U BUTLER, CLERK ►171lI1rT�1���i��� Exhibit E Miscellaneous TERMINATION IN REGARDS TO F.S. 287.135: INdigital certifies that it and those related entities of INdigital as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. Customer may terminate this Contract if INdigital; including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. In addition, if this agreement is for goods or services of one million dollars or more, INdigital certifies that it and those related entities of INdigital as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. Customer may terminate this Contract if INdigital is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes. INdigital is registered with and will use the Department of Homeland Security's E -Verify system (www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of this agreement, as required by Section 448.095, F.S. INdigital is also responsible for obtaining an affidavit from all subcontractors, as required in Section 448.095(5)(b), F.S., stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien.