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FxyiQfT 4
<br />CONTRACT 0IVIA-06,0-13021688
<br />T141S AOXEMvlENT (hereinafter "Contract") Por the procurement of. a Public Mass
<br />Notification System, as further described herein is made and enkcred into as of the date fully
<br />executed by and bebveen lire County of Orange, operating through its Sheriff's Department, a
<br />political subdivision of the State of C,alifarnia, hereinafter referred to as "County" and Blackboard
<br />Connect, Inc., with a place of business at 15301 Ventura Blvd:, Sulte-3017, Building B, Sherman
<br />Ctaks, CA 91,103, hereinafter referred to as ("Contractor"), which is sometimes individually referred
<br />to as ".Party", or collectively referred to as "Parties."
<br />RECITALS
<br />W11BREAS, Contractor responded to a Request for Proposal (RPP) to provide a Public
<br />hIdsts Notirieation System, as Airtber set forth herein; and
<br />WHEREAS, the Contractor responded and represented that its proposed str0ces snail meet
<br />or exceed the requirements and specifications of the RFP; and
<br />WHERLrAS, the County of Orange Board of Supervisors has i uthorised'the Purchasing
<br />Agent or leis designeeto enter into a Contract fora Public Mass. Nod ficution System;
<br />NOW, THEREFORE, the Parlics nwuially agree as follows:
<br />ARTICLES
<br />A. Governing Lars' find Venue: This Contract has beennegotated and executed in the State of
<br />California and shall be. governed by and construed under the laws of the State. of California. In
<br />the event of any legal action to enforce or iworpiol this Contract, the sole and exclusive venue
<br />shall be a Boort of competent jurisdiction located in Orange County, California, and the Parties
<br />hereto ay:cc to and do hereby submit to the jurisdiction of such court, notwithstanding Code of
<br />Civil Procedure section 394, Furthermore, the Parties specifically agree to waive any and all
<br />rights_ to request that an action be transferred for trial to another County.
<br />B. Eullre Contract: This Contract, inelud ng Attachments A, B, and Exhibits I mid Il, which are
<br />attached ]tcreto and incorporated herein by this reference, contains the entire Contract between
<br />the Parties with respect to the matters herein and there are nit restrictions, promises;. warranties
<br />or undertakings other than those set forth herein or referred to herein, No exceptions,
<br />alternatives, substitutes or revisions ire valid or binding on County unless autlicrised by
<br />County in writing. Electronic acceptance of any additional terms, conditions or supplemental
<br />Contracts by any County employee or agent, including but not limited to Installers of software,
<br />shall not he valid or binding on County unless accepted in wtittng County's Purchasing Agent
<br />or his designee,
<br />C. Amendments- No alleratian or variation of the terms or this Contract shall be valid unless
<br />made in writing and signed by the Parties; no oral understanding or agreement not incorporated
<br />herein shall be binding on either of the Parties; and no exceptions, alternatives, substitutes or
<br />revisions are valid or binding on County unless authorized by County in writing.
<br />0, Taxes: Unless otherwise provided herein or by law, price quoted floes not include California
<br />state sales or use tax. �P�}
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<br />Pile folder 625420 1 Contract 0 MA -060.13011 NIS
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