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coNTxACT
<br />This Agreement, (hereinafter referred to as "Contract"), to provide a Public Mass Notification System, made and
<br />entered into as of the date Polly executed by and between The NTI Group, Inc., with a place of business at 15301 Venttaa
<br />Blvd., Building B, Suite 300, Sherman Oaks, CA 91403, (hereinafter referred to as "Contractor, and the County of
<br />Orange, a political subdivision of the State of California, (hereinafter referred to as "County"} which may be referted to
<br />individually ss "Party" or collectively as "Parties".
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<br />WHEREAS, Contractor responded to a Request for Proposal (RFP) to provide a Public Mass Notification System,
<br />es further set forth herein; and
<br />WHEREAS, the Contractor responded and represented that its proposed services shall meet or exceed the
<br />requirements and specifications of the RFP; and
<br />WHEREAS, the County of Orange Board of Supervisors has authorized the Purchasing Agent or his designee to
<br />enter into a Contract to obtain a Public Mass Notification System;
<br />NOW, THEREFORE, the Parties mutually agree as follows:
<br />Ikfiaitlona:
<br />1. Update. The term "Update" shall mean any bugs, patches, fixes, enhancements, improvements to the system.
<br />1. Upgrade. The term "Upgrade" shall mean platform changes, addition of new modules or new integration
<br />points or the creation of now versions.
<br />3. Documentation. The term "Documentation" shall mean all written and electronic manuals, training material,
<br />or other associated printed materials and updated versions thereof, which are necessary or useful to the
<br />County in its use of the Solution provided hereunder
<br />4. Solution. The term "Solution" shall mean the entire Public Mass Notification Solution, inclusive of system
<br />access, training, documentation, and support.
<br />General Terms and Cooditioos
<br />A. Governing Law xnd Venue: This Contract has been negotiated and executed in the state of California and shall be
<br />governed by and construed under the laws of the state of California. In the event of any legal action to enforce or
<br />interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange
<br />County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court,
<br />notwithstanding Code of Civil Procedure section 394. Furthermore, the Parties specifically agree to waive any and all
<br />rights to request that an action be transferted for trial to another County.
<br />B. Entire Contract: This Contract, and its Attachments, which have been incorporeted, when accepted by the
<br />Contractor either in writing or by the shipment of any article or other commencement of performance hereunder,
<br />contains the entire Contract between the Parties with respect to the makers herein and there are no restrictions,
<br />promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions,
<br />alternatives, substitutes ar revisions are valid or binding on County unless authorized by County in writing.
<br />Electronic acceptance of any additional farms, conditions or supplemental Contracts by any County employee or
<br />agent, including but not limited to installers of equipment, shall not be valid or binding on County unless accepted in
<br />writing by the County's Purchasing Agent or his desigrwe, hereinafter "Purchasing Agent".
<br />Contnu N 1000009860 4 325106
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