HomeMy Public PortalAbout130-2015 - Fire - Alpine Software - Red Alert Records Management`y ALPINE SOFTWARE INC.
120 ASSEMBLY DRIVE
MENDON, NY 14506
(585) 264-9080
LIC-1: LICENSE AGREEMENT
Customer: Richmond Fire Department
101 South a Street
Richmond, IN 47374
Product: RedAlert Records Management System
Platform: RedNMX -
RCH-014 RedNMX Records Management System; $42,950.00
RCH-015 RedNMX Mobile; $18,390.00
Total $61,340.00
Users: Single, stand alone
Off -Sites: 17 mobile licenses
License Fee: See Invoice.
Terms: This license agreement is subject to the terms and conditions on the following pages
Alpine Software Inc.
By
Richard J VSenkel Jr.
Printed Name
its President
Date �5
Richmond Board of Public Works
and Safety for the
Richmond Fire (Department
By
Vicki Robinson
Printed Name
its
Praci fleaaf-
Date
Ric rd Foore,
%dfflior�y L. Foster, II, Member
APP roved:
Sarah Hutton, Mayor
Date:
License 1 of 3
Contract #130-2015
- LICENSE
Alpine Software Inc. (ALPINE) grants to the Richmond Fire Department (CUSTOMER) a nonexclusive nontransferable
perpetual license for the use of the RedAlertTm Records Management Software System (SOFTWARE). ALPINE will deliver
and install one copy of the SOFTWARE. The CUSTOMER will not acquire any ownership rights to the SOFTWARE or any
SOFTWARE trademark or service mark and all rights to the SOFTWARE will remain the property of ALPINE. The
CUSTOMER may not in any way transfer its right to use the SOFTWARE to others. Any backup or archive copies allowed
by law shall cant' the ALPINE name, the trademark, and all copyright notices, both in digital form within the medium and on
a human readable label. All such notices shall be the equivalent of notice provided on the original media.
PROTECTION
The CUSTOMER will not disclose or otherwise make the SOFTWARE or related material, the terms of this license agreement
or other confidential materials or information of ALPINE available, except to its authorized personnel and to other authorized
persons in confidence only for purposes related to the use of the SOFTWARE by the CUSTOMER. All members, employees
and authorized personnel of CUSTOMER shall be entitled to use the SOFTWARE. The CUSTOMER will use its best efforts
to prevent any unauthorized use of the SOFTWARE. The CUSTOMER may NOT reverse engineer, decompile, disassemble,
rent or lease the SOFTWARE.
WARRANTY
ALPINE warrants to the CUSTOMER that the SOFTWARE will perform the functions described in the SOFTWARE user
manuals provided byALPINE to the CUSTOMER. ALPINE does not warrant that the SOFTWARE is error free. CUSTOMER
is required to subscribe to the Annual Service Agreement (see accompanying document). ALPINE'S obligation to remedy
errors reported to ALPINE by the CUSTOMER or other Customers using the SOFTWARE is described in detail in the Annual
Service Agreement. ALPINE warrants that it is the rightful owner of the software and that it has the right to license the software
to CUSTOMER.
LICENSE AGREEMENT
The license fee to be charged to the CUSTOMER will be paid according to the following payment schedule:
25% Within 15 days of contract signing.
50% Upon system installation
• 25% Upon user acceptance
The license fee will be payable in U.S. dollars and does not include any taxes.
TAX EXEMPTION CERTIFICATE
CUSTOMER will proved a State Tax Exemption certificate to ALPINE.
INSTALLATION AND TRAINING
ALPINE will provide installation and training as described in RCH-014 and RCH-015. SOFTWARE training will be through
demonstration and hands-on use of the SOFTWARE. All transactions, information, and documentation received during training
are considered proprietary information.
ESCROW ACCOUNT
ALPINE agrees to place the source code of the SOFTWARE in an Escrow account with the CUSTOMER'S Attorney. The
source code to the SOFTWARE will be made available to the CUSTOMER in the event that ALPINE ceases business
operations. The CUSTOMER agrees to cover any costs associated with the Escrow Account.
License 2 of 3
DAMAGES AND LIMITATION OF LIABILITY
•, '!
ALPINE'S LIABILITY UNDER THIS AGREEMENT FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL BE
LIMITED TO MONEY DAMAGES, WHICH SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE
LICENSE GRANTED HEREUNDER. IN NO EVENT SHALL ALPINE BE LIABLE FOR ANY DAMAGES (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF LIFE, BUSINESS INTERRUPTION, LOSS OF
INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THIS PRODUCT,
EVEN IF ALPINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF ALPINE'S
LIABILITY SET FORTH HEREIN SHALL NOT APPLY TO ALPINE'S OBLIGATIONS SET FORTH BELOW UNDER PATENT
AND COPYRIGHT INFRINGEMENT.
PATENT AND COPYRIGHT INFRINGEMENT
If any action is brought against CUSTOMER based on a claim that CUSTOMER'S use of the SOFTWARE infringes a United
States Patent or Copyright or a trade secret of a third party, ALPINE will defend such action at its expense and pay the costs
and damages awarded in any such action. CUSTOMER shall be obligated to notify ALPINE, in writing, of any such action.
3RD PARTY DATA
The SOFTWARE may contain data originally produced and compiled by the U.S. Department of Transportation and/or other
U.S. government agencies. ALPINE MAKES NO WARRANTIES CONCERNING AND SHALL NOT BE LIABLE FOR ANY
ERROR OR OMISSIONS ON THE PART OF U.S. GOVERNMENT EMPLOYEES OR AGENTS WITH RESPECT TO SUCH
DATA.
TERMINATION
ALPINE may suspend performance and may terminate this license agreement and the license granted if the CUSTOMER fails
to make payment of the license fee when due or if the CUSTOMER breaches its other obligations hereunder. The
CUSTOMER may terminate this license agreement if ALPINE breaches its obligations hereunder. Upon termination of this
license agreement, ALPINE may require the CUSTOMER to cease using the SOFTWARE and to promptly deliver the
SOFTWARE and related material to ALPINE. Termination of this license agreement will not relieve the CUSTOMER from
complying with the restrictions contained herein.
License 3 of 3