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HomeMy WebLinkAboutC06-332 SOFTWARE LICENSE AGREEMENT THIS SOFTWARE LICENSE AGREEMENT (the "Agreement) is made on September 8,2006 (the "Execution Date"), by and between Roam Secure, Inc., a Delaware Corporation authorized to do business in Commonwealth of Virginia, with its principal offices located at 2009 N. 14th St., Suite 510, Arlington, VA, 22201 ("Roam Secure"), and Eagle County, CO, (the "Customer"): CUSTOMER HAS READ AND AGREES TO BE LEGALLY BOUND BY ALL OF THE FOLLOWING TERMS AND CONDITIONS, ALL OF WHICH ARE INCORPORATED FULLY INTO THIS AGREEMENT. ROAM SECURE, INC. By: /~ /1 Name: . D Id R. M. D escher Title: Chief Executive Officer Date: \t>\\",\Glc BY:~ Name: Br1lltl ~ ~h "'S..,v T'tl ~'II ~;f!'';}}P, chit/I? An AN, I e: a;> ~e~~j;> .;~..:!. J Y e v hl'1 n-n I'" S I ~,vt? If' s- Date: A. Definitions. TERMS AND CONDITIONS All capitalized terms used in this Agreement or in the Attachment or Appendixes to this Agreement shall have the respective meanings ascribed to them in this Agreement or in the glossary set forth in Attachment 1, hereto. All capitalized terms used in this Agreement, unless indicated otherwise, include all derivative forms and variations of the terms. B. Grant and Scope of License 1. Subject to the terms and conditions of this Agreement, Roam Secure hereby grants Customer a non-exclusive, non-transferable license to (i) Run the software product(s) identified in Appendix A, (the "Producr) as well as any Updates provide.d by Roam Secure on Customer's server, and (iI) use the related documentation in connection with Customer's authorized use of the Product. (The Product and the related documentation are collectively referred to in this Agreement as the "Licensed Product'.) 2. The Licensed Product may only be used within Customer's Enterprise solely to provide access to the Licensed Product to Enterprise Users on an application service provider ("ASP') basis. 3. As between the parties, all rights, title and interest in and to the Licensed Product (and any derivative works thereto) and all underlying Intellectual Property Rights thereto, are and at all times will be, the sole and exclusive property of Roam Secure or its licensors, as the case may be. The Licensed Product may not be used for the benefit of any third parties not authorized herein, including without limitation, in an outsourcing, timesharing, or ASP arrangement, or in the operation of a service bureau. 4. Customer may make a reasonable number of copies of the Licensed Product for bona fide back up purposes only. All such copies are subject to the terms and conditions of this Agreement. 5. Customer shall not (and shall not permit any other party to) translate, decompile, reverse engineer, merge, adapt or modify the Licensed Product or any Updates in any way, and no derivative work may be created therefrom, unless otherwise permitted under the terms of this Agreement. In addition, Customer shall not (and shall not permit any other party to) avoid, circumvent, or disable any security device, procedure, protocol, or mechanism that Roam Secure may include, require or establish with respect to the Licensed Product. 6. Customer shall not delete, alter, cover, or distort any copyright, trademark, or other propnetary rights notice placed by Roam Secure on or in the Licensed Product, and shall ensure that all such notices are reproduced on all copies of the Licensed Product. 7. All rights not expressly granted in this Agreement are reserved to Roam Secure. C. Fees 1. When applicable, Customer agrees to pay Roam Secure or the Contractor or Reseller supplying the Licensed Product the License Fees for the Licensed Product and fees for Support Services provided under Section G, below (the "Support Fees), in the amounts and according to the schedule stated in Appendix A. All License Fees and Support Fees for the Licensed Product are due and payable within Thirty (30) days of the date of invoice. Any additional and/or subsequent License Fees and Support Fees are due and payable within thirty (30) days of the date of Customer's receipt of a proper invoice. 2. It is hereby acknowledged that the Customer is a government entity and thereby exempt from taxation. D. Confidentialitv 1. Each party agrees to secure and protect the Confidential Information of the other in a manner consistent with the maintenance of the other party's rights therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information of a similar nature, but in no event less than reasonable efforts. Each party agrees to hold the Confidential Information of the other party in confidence, not to disclose it to others or use it in any way, commercially or otherwise, except as authorized in writing by Customer or in performance of its obligations under this Agreement. 2. Notwithstanding Section 0(1), Confidential Information of a party shall not include Information which: (i) is, as of the time of its disclosure or thereafter becomes part of the pUblic domain through a source other than the receiving party; (ii) was rightfully known to the receiving party as of the time of its disclosure; (iii) is independently developed by the receiving party; (iv) is subsequently learned from a third party not under a confidentiality obligation to the disclosing party; (v) is required to be disclosed pursuant to a duly authorized subpoena, court order, or government authority, or (vi) disclosure of the information is required under the Freedom of Information Act, whereupon the party subject to same shall provide prompt written notice to the other party prior to such disclosure, so that such party may seek a protective order or other appropriate remedy. E. Term and Termination 1. The term of this Agreement shall be deemed to have commenced on the Effective Date and shall continue from thereon until terminated by lawful means. Notwithstanding any failure of Customer or Roam Secure to timely execute this Agreement prior to acceptance and/or use of the Software Products, Customer expressly acknowledges and agrees that Customer's voluntary acceptance and commencing implementation of the Software Products shall be deemed full and voluntary acceptance of and agreement by Customer with the terms of this Agreement, binding on the Customer in accordance with the terms hereof effective as of the earliest date of such acceptance or use. 2. In accordance with applicable regulations, Customer may terminate this Agreement with written notice if Roam Secure fails to comply with any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of notice from Customer of such breach. 3. In addition to the foregoing, Customer may terminate this Agreement if Roam Secure makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business -1- or assets, becomes subject to any proceedings under any banknuptcy law, or has liquidated its business voluntarily or otherwise, and the same has not been discharged or terminated within forty-five (45) days. 4. Immediately upon termination of this Agreement, the Customer shall: (i) pay all amounts owed to Roam Secure, or; (ii) cease all use of the Licensed Product and; (ili) return to Roam Secure all copies of the Licensed Product and any other Confidential Information or proprietary materials of Roam Secure in its possession or in Escrow; and (iv) certify in writing Customer's compliance with (ii) and (Iii), above. F. Warranties and Disclaimer; Limitation of Liability; Indemnification 1. Roam Secure warrants that it has the full authority to grant the rights granted to Customer herein. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, ROAM SECURE DISCLAIMS ANY ANO ALL WARRANTIES WITH RESPECT TO THE L1CENSEO PRODUCTS AND UPOATES, WHETHER EXPRESS OR IMPLlEO, INCLUOING ANY IMPLlEO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE LICENSED PROOUCTS AND UPOATES ARE PROVIOED "AS IS" AND WITH ALL FAULTS, ANO CUSTOMER UNOERSTANOS THAT IT ASSUMES ALL RISKS OF THEIR USE, QUALITY, ANO PERFORMANCE. 2. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIOENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR COVER OAMAGES, INCLUOING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURREO BY EITHER PARTY OR ANY THIRO PARTY, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, ROAM SECURE'S TOTAL LIABILITY ARISING FROM OR RELATEO TO THIS AGREEMENT FOR ANY REASON SHALL BE LIMITED TO DIRECT OAMAGES UP TO THE TOTAL AMOUNT OF FEES PAlO HEREUNOER OURING THE INITIAL TERM OR THE THEN-CURRENT RENEWAL TERM, AS APPLICABLE. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUOING BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE ANO OTHER TORTS. 3. Customer shall notify Roam Secure in the event it adds additional Enterprise Users. Customer shall keep records relating to the Licensed Product and its use. These records must be sufficient to allow Roam Secure to verify compliance with Customer's obligations under this Agreement. Roam Secure has the right to review such records, upon reasonable notice to Customer, during the Term and for a period of two (2) years thereafter. 4. Roam Secure agrees to indemnify and defend Customer and its elected and appointed officers, officials, employees and agents from and against any action, claim, demand, or liability, including reasonable attorney's fees and costs, arising from or relating to a claim the Licensed Product infringes upon the copyright of a third party. If the Licensed Product is held to infringe, or if in Roam Secure's opinion, such a claim is likely to occur, Roam Secure may, at its sole option and expense, either: (i) procure for Customer the right to continue using the materials in question; or (ii) replace or modify the infringing materials so that they become non-infringing as long as functionality is not materially and adversely affected. If neither altemative (i) nor (iI) is reasonably available, then Customer may terminate the license for the infringing Licensed Product and no further payment obligations shall be due from Customer therefor. This Section F(4) states Roam Secure's entire liability and obligation, and Customer's exclusive remedy for infringement. 5. Roam Secure shall have no liability or obligation under Section F(4) above, arising from or related to: (i) the Running of the Licensed Product after Roam Secure has notified Customer to discontinue Running due to an infringement claim (existing or prospective); (ii) the combination, operation or use of the Licensed Product with technology or other materials not supplied by Roam Secure if the claim would have been avoided by use of other technology or other materials; (iii) the alteration or modification of the Licensed Product by Customer, if the infringement would have been avoided by use of an unmodified version of the Licensed Product; or (iv) the use of a version of the Licensed Product that has been superseded by a newer version, if the infringement would have been avoided by use of a current version which Roam Secure has provided or made available to Customer. G. Maintenance and Support 1. During the Term of this Agreement, Roam Secure agrees to provide the maintenance and support services as set forth in Appendix A (collectively, the "Support Services) for the Licensed Product. The parties agree that Roam Secure shall have no obligations to provide any maintenance or support-related services under this Agreement except as expressly set forth herein. 2. Customer will designate, in writing, no more than two persons who will be Customer's primary support contacts for Support Services (the "Support Contacts'). Customer agrees that all Support Services inquiries from Customer's individual users will be directed to a Support Contact and Customer's communications with Roam Secure for Support Services will be through the Support Contacts. In addition, Customer agrees and hereby authorizes Roam Secure to contact Enterprise Users' third party telecommunications carriers or Internet Service Providers, including cell phone, pager and similar carriers, on Customer's behalf, regarding issues relating to the technical support and maintenance of the Licensed Products. 3. All Updates and all other deliverables and work product hereunder provided to Customer shall be subject to the terms and conditions of this Agreement, unless otherwise expressly agreed in writing by Roam Secure. Support Services ex1end only to the Licensed Product free of any additions or modifications that have not been made or sold by Roam Secure or its agents. 4. Customer acknowledges and agrees that the Support Services, Updates, and all other results of Support Services hereunder, and all work product and deliverables thereof (collectively, the "Roam Secure Materials), are the sole and exclusive property of Roam Secure, including all worldwide Intellectual Property Rights embodied in, related to, or represented by, the Roam Secure Materials. H. General The failure of either party to require performance of any part of this Agreement shall not be deemed a waiver of any present or future right. Modifications of this Agreement shall be binding only if in writing and signed by authorized representatives of both parties. This Agreement, the Customer's purchase order, Roam Secure's Invoices and applicable provisions of the Federal Acquisition Regulation contain the parties' entire agreement and understanding and they supersede all prior oral and written agreements and understandings. If any provision of this Agreement is held invalid, illegal or unenforceable, all other provisions contained in this Agreement will remain in effect. Customer may not assign this Agreement without Roam Secure's prior written consent. All notices required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by registered or certified mail, postage prepaid to the address set forth in this Agreement or to such other address as each party may designate from time to time. Roam Secure acknowledges that mail handling security procedures may delay actual delivery of such notices to the Customer. The following Sections shall survive the termination or expiration of this Agreement: B(3), D, E, F, and H. This Agreement shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Virginia, without regard to principles of conflict of laws. Roam Secure and Customer each agree that sole and exclusive jurisdiction and venue for any action or litigation relating to this Agreement shall be an appropriate federal or state court located in Arlington County, Virginia. - 2 - Attachment 1 Glossary 1. "Ruri' means to copy, install, use, access, display, run, and otherwise interact with, in its intended manner. 2. "Enterprise Users' shall mean registered users of the Licensed Product. 3. "Delivery Date" shall mean the day agreed upon by the parties for Roam Secure to present the Licensed Product to Customer for delivery and installation, provided Roam Secure makes a reasonable attempt to do so on that day. 4. "Effective Date" shall mean the Delivery Date or Execution Date, whichever occurs first. 5. "Source Code' shall mean the human-readable version of the Licensed Product supplied to Customer hereunder. 6. "Intellectual Property Rights" means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights. 7. "Updates" means any update, patch, bug fix or minor modification to the Licensed Products that Roam Secure provides to Customer. Once provided, each Update shall be deemed to be included within the Licensed Product. 8. "Confidentiallnformatiori' means information that the other party considers to be confidential, business and technical information, marketing plans, research, designs, plans, methods, techniques, processes and know-how, whether tangible or intangible and whether or not stored, compiled or memorialized physically, electronically, graphically or in writing, 9. "Travel Expenses" means any costs incurred by Roam Secure, Inc. associated with the transportation, storage or lodging of equipment, supplies, Roam Secure employees and other items necessary for business use from Roam Secure headquarters to Customer's facilities. Travel expenses may include, but are not limited to airfare, hotel costs, and meals if applicable. Any travel expenses paid by the Customer shall be paid at allowable government travel rates, unless otherwise first approved by the Customer's authorized representative. 10, "Travel Time" means the hours and minutes elapsing during transportation of Roam Secure personnel from Roam Secure headquarters to Customer's facilities. Travel time shall not include the first hour of transportation from Roam Secure headquarters to Customer's facilities or from Customer's facilities to Roam Secure headquarters. Page 3 of 9 Appendix A A. Licensed Product: The Licensed Product includes server-side, Linux-based Roam Secure Alert Network ("RSAN') software, which consists of the RSAN database scherne, core alert processing module and web-based user, manager and administrator interface files. This software may be installed by the Custorner on a server or PC computer running Red Hat Enterprise Linux 2.1 or higher. RSAN is distributed as a single RPM (Red Hat Package Manager) package - the standard method of distributing software products on this platform. Based upon the Customer's exact configuration, installation and/or upgrades of certain other packages that RSAN uses rnay be required. The Licensed Product's installation process will provide instnuctions to do so if necessary. Hardware requirements are the same as for the Red Hat Enterprise Linux OS itself. Installation of this operating system, package upgrades and RSAN installation requires certain basic knowledge of the Red Hat platform. Red Hat Enterprise Linux OS Licenses are purchased in accordance with Red Hat's licensing provisions. Note: RSAN is engineered and tested to nun at peak performance on specified server hardware. To ensure each RSAN system performs at peak efficiency, Roam Secure strongly urges the Customer to employ equipment chosen frorn the list of Standard Hardware in Appendix C. Use of non-standard hardware may cause the Licensed Product not to function properly nor meet expected performance and reliability standards. Use of non-standard hardware may require additional implementation, upgrade and/or support hours and may result in additional charges in accordance with the schedules set forth below. Note also: RSAN is engineered to provide optimal delivery speeds and performance on customer networks. To ensure RSAN performs at peak efficiency, Roam Secure strongly urges Customer to follow network recommendations and best practices outlined in Appendix O. Oue to the unpredictable and uncontrollable results that may occur when using a mail relay with RSAN, Roam Secure cannot and will not make any warranty, promise or guarantee regarding RSAN's performance should Customer deploy RSAN with a mail relay system. NOTWITHSTANDING SUCH DISCLOSURE ANO RECOMMENOATION, SHOULD CUSTOMER ELECT TO IMPLEMENT RSAN USING A MAIL RELAY ANO/OR NON- RECOMMENOED HAROWARE, ROAM SECURE SHALL NOT ASSUME RESPONSIBILITY FOR ANO CANNOT BE HELD RESPONSIBLE FOR ANY FUNCTIONAL ANO/OR PERFORMANCE PROBLEMS THAT MAY RESULT. OUE TO THE UNPREOICTABLE AND UNCONTROLLABLE RESULTS THAT MAY OCCUR WHEN USING A MAIL RELAY ANO/OR NONRECOMMENOEO HAROWARE FOR RSAN, ROAM SECURE CANNOT ANO SHALL NOT MAKE ANY WARRANTY, PROMISE OR GUARANTEE REGAROING RSAN'S ABILITY TO FUNCTION AS WELL AS ITS INTENOEO PERFORMANCE. ROAM SECURE MAKES ONLY THE REPRESENTATIONS, WARRANTIES, PROMISES ANO GUARANTEES EXPRESSLY MAOE IN THE AGREEMENT. B. Installation Fees: Roam Secure will assist Customer with all installations, the costs of which are included in the License Fees and consist of Technical and Project Management support in the amount specified below. Additional hours may be purchased in accordance with Roam Secure's current Commercial Price List for such services. T echnicallrnplementation Support Hours Project Managernent Implementation Support Hours 60 108 C. License and Other Fees: Roam Secure acknowledges the License Fee will be paid to Roam Secure by Eagle County, CO as agreed by Eagle County, CO. Customer shall receive 400 RSAN. EMAlCOOP Enterprise User seats and RSAN CWS for a population of 42,000. The License Fee includes use of the Licensed Product for the RSAN servers, back-up- server software, updates and support fees and services as outlined in Section 0, below. D. Support Fees and Services: Support Fees for the Licensed Product are included in the License Fees and consist of Standard Maintenance and Support Services and, at Customer's option [Please check _if applicable], Enhanced Maintenance and Support Services for a period of one year following the Effective Oate ("Initial Support Term"). The Support Services shall be renewable beyond the Initial Support Term according to the provisions set forth in Section E of this Appendix. Subject to Customer's payment of any outstanding License Fees, Roam Secure will make the following Support Services available to the Customer: Standard Maintenance and Support Services The Customer shall receive fifty (50) hours of custorner support by phone, email, or if necessary, site visits free-of-charge per year. Tirne shall be debited in half-hour increments. Requests due to failure of or defect in the RSAN system shall not be charged. Requests over the 50 hour limit shall be charged on a time and materials basis at the then current rate published in Roam Secure's Cornrnercial Price List, currently a rate of $150.00 per hour in half-hour increments plus travel expenses. For requests due to a failure of or defect in the RSAN system, a request shall only be billable or count towards the fifty (50) free-of-charge hours if Roarn Secure is able to resolve the problern. Customer understands that nunning RSAN in-house may require certain rnodifications to its current network setup, in particular the firewall. Roam Secure will assist the Customer's IT personnel with making these initial modifications during installation. Additional on-site support is not included in the License Fee or the Support Fee, and if requested by the Customer, such support shall be offered to Customer on a time and materials basis at the then current rate published in Roam Secure's Commercial Price List, currently a rate of $150.00 per hour in half-hour incrernents plus travel expenses. Standard updates are included in the Service Fee and will be delivered to the Custorner electronically, in a manner agreed upon by the parties (e.g., email attachment, web download,) or by sending a CO-Rom. Customer may request that a Roam Secure technician install the Updates, either on-site, or remotely, in which case, such support shall be offered to Customer on a time and materials basis at the then current rate published in Roam Secure's Commercial Price List, currently a rate of $150.00 per hour in half-hour increments plus travel expenses as described in Attachment 1. Page 4 of 9 Roam Secure shall not be responsible for downtime due to power outages, acts of God or other force majeure, hardware failures, injury suffered as a result of the failure of an Enterprise User to receive RSAN messages and other matters outside of Roam Secure's control. Support in such instances shall not be covered by the License Fees or the Support Fees, and if requested by Customer, such support shall be billed at the then current rate published in Roarn Secure's Commercial Price List, currently a rate of $150.00 per hour in half-hour increments, plus travel expenses. Customer may at its option allow Roam Secure technical staff to log into the RSAN server remotely in order to install Updates or to resolve technical problems. Enhanced Maintenance and SUPDOrt Services The terms of the Enhanced Maintenance and Support Services are set forth in Appendix B of this Agreernent. E. Renewal of Support Services The Customer may renew the Support Services set forth in Section 0 of this Appendix, including Standard Maintenance and Support and Enhanced Maintenance and Support (if applicable), by paying an Annual Support Services Renewal Fee each year subsequent to the Initial Support Term. The Annual Support Services Renewal Fee shall be due within thirty (30) days of the Annual Support Services Renewal Oate and Custorner's receipt of a proper invoice. The Annual Support Services Renewal Date shall be the sarne day each year, beginning the day one (1) year following the Effective Oate. The Support Services Renewal Fee for the first year following the Initial Support Term shall be as follows: Standard Maintenance and Support: $16,300.00 Enhanced Maintenance and Support: The cost for renewals of Standard Maintenance and Support Services and Enhanced Maintenance and Support Services, if applicable, beyond the first year following the Initial Support Term shall be at the prevailing price at the time of purchase. Page 5 of 9 Appendix B Enhanced Maintenance and Support Services NOTE: Enhanced Maintenance and Support Services applicable only if elected by Customer in accordance with Appendix A, Section 0 of the Contract. SECTION 1: Statement of Work The Customer has requested additional support services related to the Roam Secure Alert Network (RSAN). Appendix A, Section 0 of the Contract provides for certain support fees and support services, and additional services. As part of the Enhanced Maintenance and Support Services, Roam Secure shall make several contacts available to the Customer in three ways, as follows: Primary Technical Contact: Primary Number: Secondary Number: Primary email: Secondary Technical Contact: Primary Number. Secondary Nurnber: Primary email: Lead Account Contact: Prirnary Number: Secondary Nurnber: Primary email: Secondary Account Contact: Primary Number: Secondary Number (pager): Primary email: Oan Park 703.294.6768 x206 571.331.0683 danp@roamsecure.net Andrew Gallant 703.294.6768 x211 202.460.1355 andrewg@roamsecure.net Bart Spencer 650.324.8340 650.224.5340 barts@roamsecure.net Jason Oh 703.294.6768 x209 703.855.1403 jasono@roamsecure.net Ouring normal business hours, Monday through Friday from 8:30 AM EST to 5:30 PM EST Customer shall use the primary email address to contact an individual, and/or the primary number. For after hour, weekend and holiday support, Customer shall call 703-294-6768 x 262 or e-mail support@roamsecure.net In order to deal efficiently with multiple problems reported to Roam Secure by the Customer, a problem ticket will be created for each problem and one of 3 priority codes will be allocated. . Level 1 : Major Irnpact - Oirectly causing a total loss of the Custorner's ability to send RSAN notifications using RSAN . Level 2; Significant Impact - Oirectly reducing a number of features of the RSAN, such as remote email alert generation . Level 3: No Immediate Impact - causing only inconvenience to Customer, and may include scheduled network changes to Customer's network architecture The target maximum times for response for each level are: Level 1 : as soon as possible, targeting a response time of 1 hour (during normal business hours) or 3 hours (during non-business hours) from initial notification to Roam Secure by the Customer Level 2: 24 hours Level 3: 3 days SECTION 2. Summary of Enhanced Maintenance and Support: Roam Secure has used its experience and best estimates available to provide a summary of various enhanced maintenance and support services: General on-site support retainer: . One-year support retainer . Support personnel for level 1 , 2 and 3 types of incidents will be available . Reconfigure RSAN servers due to changes in Customer's network . Provide technical advice and support regarding the effective and efficient operation of the RSAN software . Includes original fifty (50) hours of support, plus an additional fifty (50) hours of support per year o Includes up to 100 total hours of phone and/or email support per year o Additional calls/email requests longer than the 100 hours shall be billed at the then current rate published in the Roarns Secure Cornrnercial Price List, currently a rate of $ per hour in half-hour increments. Page 6 of 9 . Includes twelve day-long, or 24 hall-day, site visits per year to resolve reported problems o Each day-long site visit up to eight hours each, and each half-day site visit up to four hours each o Additional support on or off-site including visits and hours beyond original 12 day-long, or 24 hall-day visits shall be billed at the then current rate published in Roam Secure's Commercial Price List, currently a rate of $150 per hour in hall-hour incrernents plus travel expenses Standard updates perforrned on-site: . Installation, configuration and testing of standard updates to the prirnary and back-ups servers on-site or via rernote access are included . An update is estimated to take approximately 4-6 hours, the cost for such time is included . Package includes up to four updates per year This appendix B shall remain valid until superseded by a revised addendum mutually endorsed by both parties. It shall be reviewed every six months. Page 7 of 9 Appendix C Standard Hardware List Effective 6/28/06 Dell Server - PowerEdge 2850 PowerEdge 2850 Intel@ Xeon™ processor at 3.8GHzl2MB Cache. 800MHz FSB Memory: Chassis Configuration: Additional Processor: Intel@ Xeon™ processor at 3.8GHzl2MB Cache, 800M Hz FSB 6GB DDR2 400MHz Bezel: Power Supply: Floppy Drive: CDIDVD Drive: Documentation: Hardware Support Services: Installation Support Services: Hard Drive Configuration: Hard Drive Backplane: Riser Card: Primary Controller: Primary Hard Drive: 2nd Hard Drive: 3rd Hard Drive: 4th Hard Drive: Network Adapter: Rack Chassis w/Rapid Rails for Dell, HPQ or other Square Hote Racks Active 10 Bezel Option Redundant Power Supply With Dual Cords (No Y Cord) 1.44MB Floppy Drive DVD-ROM Electronic Documentation and Open Manage CD Kit 3Yr BRONZE Support, Next Business Day On site No Installation Assessment Drives attached to embedded PERC4ei, RAID 5, 3 Drives required Ix6 Hard Drive Backplane.PE2850 Riser with PCI-X Support and Embedded Raid (ROMB) Support Embedded RAID (ROMB) - PERC4ei (Embedded Integrated) 36GB 15K RPM Ultra 320 SCSI Hard Drive 36GB 15K RPM Ultra 320 SCSI Hard Drive 36GB 15K RPM Ultra 320 SCSI Hard Drive 36GB 15K RPM Ultra 320 SCSI Hard Drive Dual On-Board NICs Page 8 of 9 Second Processor: Memory: Storage Controller: Drive Cage: RAID setting: 1 ~ hard drive: 2nd hard drive: 3rd hard drive: 4th hard drive: Redundant Power Supply: Redundant fan options: Floppy disk drive: CD-ROMIDVD: Network card: Rack mounting rails: Server management: Warranty: HP Server - Proliant DL380 G4 Compaq DL380 G4 Intel@ Xeon™ Processor 3.80GHzl2MB 800 MHz FSB m Rack Model Intel Xeon 3.80GHzl800 FSB m 2MB Process m Option Kit 6GB Base Memory Integrated Smart Array 6i Plus Controller Hot Plug Drive Cage-Ultra3 (5 x I" and I x 1.6") RAID 5 drive set with online spare (requires matching 4 hard drives) 36.4GB Ptuggable Ultra320 SCSI 15,000 rpm Universal Hard Drive (I") 36.4GB Pluggable Ultra320 SCS I 15,000 rpm Universal Hard Drive (t") 36.4GB Pluggable Ultra320 SCSI 15,000 rpm Universal Hard Olive (I") 36.4GB Pluggabte Ultra320 SCSI 15,000 rpm Universal Hard Drive (I") Hot Plug Redundant Power Supply Module (NEMA cord) (NA) DL380 Redundant Fan Option Kit (3 fans) 1.44MB Floppy Disk Drive Slimline DVD-ROM Drive Embedded NC7782 Dual-Port Gigabit Sliding Rails and Cable Management Ann Integrated Lights Out Remote Mangement Warranty-3 year next business day onsite Appendix D Network Recommendations and Best Practices Effective 7/1/06 The Roarn Secure Alert Network (RSAN) emergency communication system is engineered to provide optimal delivery speeds and performance on customer networks. To ensure each RSAN system performs at peak efficiency, Roam Secure strongly encourages customers to follow a list of network recornmendations and best practices. Additional recornmendations can be found in the Roarn Secure Technical Requirements Oocument provided to the customer upon commencement of the installation process. Direct SMTP Connection vs. Mail Relay Roam Secure's recommendation is to allow the RSAN system to make direct SMTP message delivery connections to individual destination gateways and mail servers. RSAN is designed for high delivery rates and handles delivery in an efficient, organized manner. The ideal environment will have RSAN deliver directly to destination gateways and mail servers, and be able to receive any immediate connection messages directly from the third parties. Where this configuration is not possible, perhaps due to standard policies on network traffic routing, some customers have attempted to route the RSAN delivery traffic through an internal mail relay. In this case, the RSAN messages are handed off to the custorner's mail relay, which processes and ultirnately delivers the messages to their final destinations. Roam Secure strongly discourages this practice as it can have several negative effects on total system performance and reliability. For example, the following are likely results of ernploying a mail relay system as an additional delivery component to RSAN's high-speed message delivery system: 1. The mail relay becomes a potential single point of failure. In addition, RSAN becomes dependent on this ex1ernal service for its delivery. If the mail relay becomes unavailable or is otherwise affected by high traffic (because it is most likely a shared service), the delivery of RSAN's messages can be delayed or fail altogether. 2. Because all message delivery is funneled through the mail relay.RSAN.shighdeliveryrateisnowfocusedonasingledestination.This practice could potentially overload the rnail relay and cause the service to suspend delivery or fail. 3. Diagnostic logging capabilities can only confirm that a message was handed off to the local mail relay, and not to its final destination. 4. RSAN's finely tuned, high-speed delivery engine is limited to the performance of the mail relaysystem.lnrealify.this almost always results in slower message delivery than would be possible without the mail relay. For rnore information on Roarn Secure's recornmended practices, please contact your Roam Secure project manager. Page 9 of 9 CONTRACTUAL ADDENDUM To be used in situations where there is no written contract or where a service contract has already been executed after August 7, 2006 and has not been completed. ADDENDUM TO THE AG OF COLORADO AND JIlIS. Add~ndum_ betw~en County of .Eagle,. ~~!e of C,olorado. and ~ m gecuJ e ,lrcIS made and entered mto thIS !r! 'day of ~, 2006 between Eagle County, by and through its Board of County Commissioners (hereinafter referred to as "Owner") andW1yfirUJ-Q I~ (hereinafter referred to as "Contractor"). WHEREAS, Owner and Contractor entered into a(n) (1) (Agreement dated ~C-( 31- -< ~o b ("Original Agreement") for services) or (2) (arrangement for the provision of services); WHEREAS, the Colorado Legislature adopted House Bill 1343, codified at C.R.S. SS8- 17.5-101 and 8-17.5-102 requiring certain contractual language for agreements between the County and any contractor for the procurement of services entered into on or after August 8, 2006; and WHEREAS, Owner and Contractor are desirous of complying with said statutory requirements through the adoption of this Addendum. In consideration of the terms and conditions of the Original Agreement (or Arrangement if non-written) and the amendments herein, the sufficiency of which is hereby acknowledged, Owner and Contractor agree that this Addendum shall be included and adopted in the Original Agreement (or Arrangement if non-written) as stated hereunder. 1. Prohibitions on Public Contract for Services: a. The Contractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services; or enter into a contract with a subcontractor that fails to certify to the contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. b. The Contractor shall verify or attempt to verify through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security, that the Contractor does not employ any illegal aliens. If the Contractor is not accepted into the Basic Pilot Verification Program prior to entering into a public contract for services, the contractor shall apply to participate in the Program every three months until the contractor is accepted or the public contract for services has been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be found at: https:/ /www.vis-dhs.com \employerregistration c. The Contractor shall not use the Basic Pilot Verification Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If the Contractor obtains actual knowledge that a Subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: i. Notify the Subcontractor and the County within three days that the Contractor has actual knowledge that the Subcontractor is employing or contracting with an illegal alien; and ii. Terminate the Subcontract with the Subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the Subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the Subcontractor if during such three days the Subcontractor provides information to establish that the Subcontractor has not knowingly employed or contracted with an illegal alien. e. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority. f. If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated, the Contractor shall be liable for actual and consequential damages to the County. This Addendum shall be binding on the parties hereto, their heirs, executors, successors, and assigns. SAMPLE AFFIDAVIT (to comply with HB 1023) I, A m ~ tl\Jhe-t-z.e t , swear or affirm under the penalty of perjury under the laws of the St te of Colorado that (check one): ~ I am a United States Citizen I am a Permanent Resident of the United States, or I am lawfully present in the United States pursuant to Federal law. I understand that this sworn statement is required by law because I have applied for a public benefit. I understand that state law requires me to provide proofthat I am lawfully present in the United States prior to receipt of this public benefit. I further acknowledge that making a false, fictitious, or fraudulent statement or representation in this sworn affidavit is punishable under the criminal laws of Colorado as peIjury in the second degree under Colorado Revised Statute S 18-8-503 and it shall constitute a separate criminal offense each time a public benefit is fraud lently received. wh /CAe Datel {