HomeMy Public PortalAboutORD15876 BILL NO. 2018-099
SPONSORED BY Councilman Graham
ORDINANCE NO. I5 0'710
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A $22,000 AGREEMENT WITH RAVE
MOBILITY FOR THE PURCHASE OF RAVE MOBILITY AND A FIFTY PERCENT
COST SHARE WITH COLE COUNTY.
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF
JEFFERSON, MISSOURI, AS FOLLOWS:
Section 1. The Mayor and City Clerk were previously authorized and directed to
execute an agreement with Rave Mobility for the mass notification system in the amount
of $22,000. Funding for this procurement will come from Sales Tax "G" account number
45-990-575009. County of Cole agrees to pay 50% of the total cost.
Section 2. The Agreement attached hereto as Exhibit A shall replace the
Agreement approved by the Council under Ordinance 15858. The Agreement with Rave
Mobility shall be substantially the same in form and content as that agreement attached
hereto as Attachment 1, which the Mayor and City Clerk are authorized to execute.
Section 3. This Ordinance shall be in full force and effect from and after the date
of its passage and approval.
Passed: i 2 OI Approved: 19 • 23/c)0
,9
04.1vvi t g t u 1*, f k
Presiding Officer Mayor Carrie Tergin
ATTEST: APPROVED AS TO FORM:
City erk City you .elor
Attachment 1
CITY OF JEFFERSON
CONTRACT FOR PROFESSIONAL SERVICES
THIS CONTRACT, made and e ntered into the date last executed by a party as
indicated below, by and between t h e City of Jefferson, a municipal corporation of the
State of Misso uri, h ereinafter referred to as the "City", with offices at Police
D epartment, 401 Momoe St reet, J effe rson City, Missouri, 65101, a nd Rave Mobil e
Safety, hereinafter referred to as the "Contractor", with offices at 492 Old
Connecticut P ath, Framingham, Massachusetts, 01510.
WITNESSETH:
THAT WHEREAS , t he City desires to e ngage the Contractor to render certain
technical and professional services for a mass n otifi cation system, hereinafter
describe d in Exhibit A.
WHEREAS, Contractor has m a de certain representations and statements to
the City with respect to t he provision of such services and the City has accepted said
proposal to enter into a co n tract with the Co ntractor for t h e performance of ser vices
by the Co n t r actor.
NOW THEREFORE , for the considerations here in expressed, it is agreed by
a nd b etwe e n the City and t h e Contractor as follows:
1. Scope of Services. The City agrees to engage the se r vices of t he Contractor to
render certain t ec hnical and professional services for a mass notification system ,
hereinafter describ ed in Exhibit A a nd Exhibit B, the t e rms of which are h ereby
incorporated by refer en ce. In the event of a conflict betw ee n this agree m e n t and any
attach e d exhibits, the provisions of this agree ment s hall gove rn and prevail.
2. Co mpe n sation. The City agrees to pay the Contractor for professional
services r e nde red under this contract:
1 st Year -$22,000.00
2nd Year -$20,000.00
3rd Yea r -$20,000.00
4th Year -$20,000.00
5th Yea r-$20,000.00
No ch a n ge in co mpensation sh a ll b e made unless there is a s ubsta ntial and
significant difference betwee n the work originally conte mplated by this agreement
and the work actually r equired.
3 . Term. Co ntractor agrees with t h e City to install t he mass notification system
within sixty (60) days of t h e last date of exec ution of this agreement, indicated
below. The term of this agreement s h all be one year and s hall co mmence on t h e first
day Contractor begins installation of the mass notification system pursuant to this
agreement. Contractor shall give notice to the Chief of Police (with a copy to the City
Counselor, 320 E. McCarty, Jefferson City, Missouri 65101) of the date of
commencement of s uch installation. Contractor also agrees with the City to provide
ongoing support and maintenance throughout the term of the Contract. This
agreement shall automatically r enew for four (4) additional one (1) year renewal
periods unless the City provides Contractor a written notice of non-renewal at least
thirty (30) days prior to the first day of a r enewal period.
4. Additional Services. The City may add to Contractor services or delete
therefrom activities of a similar nature to those set forth in Exhibit A, provided that
the total cost of s uch work d oes not exceed the total cost allowance as specified in
paragraph 2 hereof. The Contractor shall undertake such changed activities only
upon the direction of the City. All such directives and changes shall be in written
form and approved by the City and shall be accepted and countersigned by the
Contractor or its agreed representatives.
5 . Existing Data. All information , data a nd reports as are existing, available
and nece ssary for the carrying out of the work, shall be furnished to the Contractor
without charge by the City, and the City shall cooperate with the Contractor in every
reasonable way in carrying out the scope of services. The Contractor shall not be
lia ble for the accuracy of the information furnis h ed by the City.
6. Personnel to be Provided. The Contractor r epr esents that Contractor has or
will secure at its expense a ll personnel required to perform the service s called for
under this co ntract by the Contractor. Such personnel shall not be emp loy ees of or
have a n y contractual relation ship with the City exce pt as e mployees of the
Contractor. All of the services required hereunder will be performed by the
Contractor or under the Contractor's direct supervision and all personnel engaged in
the work s hall be fully qualified and shall be a uthorize d under state and local law to
perform such services. None of the work or services cove red by this contract s hall be
s ubcontracted except as provided in Exhibit A without the written approval of the
City.
7. Failure to Perform. Cancellation. If, throug h any cause, the Contractor shall
fail to fulfill in timely and proper manner its obligations under this contract, or if the
Contractor s hall violate any of the covenants, agreements, or stipulations of this
contract, the City shall thereupon have the right to terminate this contract by giving
written notice to the Contractor of s uch termination and specify ing the effective date
thereof, at least five (5) days before the effective day of such termination. The
Contractor may without cause terminate this contract upon 30 days prior written
notice. In either s uch event a ll finished or unfinis h ed documents, data, studies,
s urveys, drawings, maps, models, photographs, and reports or other materials
prepared by the Contractor under this contract shall, at the option of the City,
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become its prope rty, and the co mp e nsa tion for a ny satisfactory work co mpleted on
such do c um e nts and other m a t e rials s h all be d e t ermined. Notwithstanding the
a bov e, the Co ntractor s h a ll n ot be relieved of liability to the City for damages
sustained by t he City by vi rtue of a ny such breach of contract by the Contractor.
8. As s ignment. The Contractor shall not assign any interest in this contract,
and sha ll not transfer a n y inte r est in the same (wheth er by assignment or no vation),
without prior written consent of the City thereto. Any such assignment is expressly
subject to a ll rights and reme die s of the Ci ty under this agreement, including the
right to ch ange or delete activities from the contract or to terminate the same as
provided herein, and n o s uch assignment shall r equire the City to give any notice to
any s uch assi gnee of any action s which the City may take under t his agreement,
though City will attempt t o so notify any such assi gnee.
9. Confidentialitv. Any r e p or ts, data or s imilar information given to or
prepared or assembled by the Co ntractor under t h is contract which the City requests
to b e k e pt as confidential shall not be m ade ava ilable to a n y individual or
organization by the Contractor without prior written approval of the City.
10. Nondisc rimination. The Contractor agrees in the performance of the co ntract
n ot to dis criminate on th e grounds or because of race, creed, co lor, national origin or
ancestry, sex , religion, handicap, age or political affiliation, against any e mployee of
co n s ulta nt or a pplicant for e mploym e nt and s hall include a similar provision in a ll
s ubco ntracts let or awarded h e r e under.
11. Independ e nt Contracto r. The Contractor is an indepe nden t contractor and
nothing h er e in shall constitute or designate t he Contractor or a n y of its e mployees as
agents or e mployees of the City.
12. Be n efit s not Available . The Contractor s hall not b e entitled to any of t h e
be n efits established for the e mploye es of the City a nd shall not be cove r ed by t he
Workmen's Co mpe n sation Prog r am of the City.
13. Lia bility. The parties mutua lly agree to the following:
a . In no eve nt shall e ithe r party be liable to the other party for specia l,
indirect, or co n sequ ential damages, except those directly or
a pproximately ca u sed by s u ch party a rising out of or in a ny way
co nnected with this contract.
b. The Contractor s h a ll inde mnify a nd hold the City harmless from and
against all claims, losses and li a bilities arising out of personal injuries,
including d eath , a nd damages to property to the exten t ca u sed b y a n y
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grossly negligent act or omission on the part of the Contractor related to
the services performed under this contract.
14. Insurance. Contractor shall provide, at its sole expense, and maintain during
the term of this agreement commercial general liability insurance with a reputable,
qualified, and financially sound company licensed to do business in the State of
Missouri, a nd unless otherwise approved by the City, with a rating by Best of not less
than "A," that shall protect the Contractor, the City, and the City's officials, officers,
and employees from claims which may arise from operations under this agreement,
whether such operations are by the Contractor, its officers, directors, employees and
agents, or a ny subcontractors of Contractor. This liability insurance shall include,
but shall not be limited to, protection against claims arising from bodily and personal
injury and damage to property, resulting from all Contractor operations, products,
services or use of automobiles, or construction equipment at a limit of $500,000 Each
Occurrence , $3,000,000 Annual Aggregate; provided that nothing herein shall be
deemed a waiver of the City's sovereign immunity. An endorsement shall be
provided which states that the City is named as an additional insured and policies
shall be written so as to include the requirements for notice of cancellation or
non-renewal in accordance with applicable state insurance laws. Within five (5)
business days of receipt of any notice of cancellation or non-renewal of insurance,
Contractor s hall provide City with a copy of any such notice received from an insurer
together with proof of replacement coverage that complies with the insurance
requirements of this agreement ..
15. Do cume nts. Reproducible copies of tracings and maps prepare d or obtained
under the terms of this contract shall be delivered upon request to and become the
property of the City upon termination or completion of work. Copies of basic survey
notes and sketches, charts, computations and other data prepared or obtained under
this contract shall be made available, upon request , to the City without restrictions
or limitations on their use.· When such copies are requested, the City agrees to pay
the Contractor its costs of copying a nd delivering same.
16. No n so licitation. The Contractor warrants that they had not employed or
retained a ny company or person, other than a bona fide employee working solely for
the Contractor, to solicit or secure this contract, and that they have not paid or
agreed to pay any company or person, other than a bona fide employee working solely
for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other
consideration, contingent upon or resulting from the award or making of this
contract. For breach or violation of this warranty, the City shall have the right to
annul this contract without liability, or, in its discretion, to deduct from the contract
price or co nsideration, or otherwise r ecove r the full amount of such fee, commission,
percentage, brokerage fee, gifts, or contingent fee.
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17. Book s and Records. The Contractor and all subcontractors shall maintain all
books, documents, papers, acco unting records and oth e r evidence p e r taining to costs
incurred in co nnection with t his contract, and s hall make such materials available at
their respective offices at all reasonable times during the contract and for a period of
three (3) years following completion of the contract.
18. Delays. That the Contractor shall not be liable for delays resulting from
causes beyond the reasonable control of the Contractor; that the Contractor has
made no warranties, expressed or implied, which are not expressly set forth in this
contract; and that under no circumstances will the Contractor be liab le for indirect or
consequential d a mages.
19 . Illegal Immigration.
Prior to commencement of the work:
a. Contractor shall, by swo rn affidavit and provision of documentation,
affirm its e nrollme nt a nd participation in a federal work a uthorization
program with r espect to the employees working in connection with the
co ntracted servic es.
b. Contractor shall sign an affidavit affirming that it does not knowingly
employ any person who is an unauthorized alien in connection with the
co ntracted services.
c. If Contractor is a sole proprietors hip , partnership, or limited
partnership, Contractor shall provide proof of citizenship or lawful
presence of the owner.
20. Juris diction and Venue. This contract shall be construed in accordance with
the laws of the State of Missouri and any dispute between the parties shall have a
venue in t he Circuit Court of Cole County MissouTi or the United States District
Court, District of Western Missouri, without frrst resort to arbitration or m ediation.
21. Notices . All notices required or permitted here inunder and r e quired to be in
writing may b e given by first class mail addressed to the Jeffe r so n City Police
Department, 401 Monroe Street, J efferson City, Missouri, 65101, and Rave Mobile
Safety, 492 Old Connecticut Path, Framingham, Massachusetts, 01510. The date and
delivery of any notice shall be the date falling on the second full day after the day of
its mailing.
5
CITY OF JEFFERSON, MISSOURI RAVE MOB E SAFETY
ea/V1-4-e / 'I-
Carrie Tergin, Mayor Title:
�M'� r� C,. Pr%�ce, C r p
Date: 2-311 Date:4/Std
ATTEST: ATTEST:
/ - r
.41/1 ayte
OV�.1
ity Cler Y - Title:
y 100614.
a061 -1 CorNrrxG� SCilata
APPROVED AS TO FORM:
City o selor
6
EXl·iiBIT A
Please llst the revised pricing (includes all info rmation in the original request and the
additional 9-1-1 Integration requested herein) for your firm's Best and Final Offer.
21. REQUEST FOR PROPOSAL PRICING FORMS
A. Prlolng
Requ ired Modules
Provide pricing for all required modules Included in th& proposed solution as they
relate to the required modules Indicated in the RFP . Pricing shall include licensing
struc ture and costs .
#of user Price per
Module Price licenses Additional
In clude In ,~:~rrce user license
Rave Alert $5,000 .00 Unlimited N/A
Rave Smart911 Su ite $1S,OOO.OO 4 PSAP Seats $3,750.00/
PSAP Seat
REVISED Total Required Modules Price $20,000.00 per year
Optional Modules
Provide pridng for all optional modules Included In the proposed solut ion .
tlof user Price· per
Module Price licenses Additional
Include In prl ce user license
REVIS ED Tota l OPtional Modules Price $
Alternate Modules
Provide prlclnit for all alternate modules lnclvo'ecl ln the proposed solution.
tfof user Price per
Module Pr ice Licenses Additional
Include In price User license
REVISED TOTAL AlTERNATE MODULES PRICE $
REVISED TOTAL (I:XCLUDING OPTIONS) $ $20,000.00 per year
B. PRICING -IMPLEMENTATtON St:RVICES
Project Management
All work done remotely
II of trips on-site
N/A
It of days dedicated to Imp lementation
Total price for Tmplementatlon proJect management $2,000.00
Total travel and per diem estimate Not necessary ($2,400.00 upon
reQuest)
REVISED TOTAL IMPLEMENTATION COSTS $2,000.00
C, PRICING-TRAINING
Training wlll be required and scheduled during the hours of 8:00a.m. to 5:00p.m. Monday
h hf ld t roug r ay.
Admlnfstratlve Training
N/A
It of training days on -sit e
N/A
It of classes
Unlimited
It of training hours · remote
Total travel and per diem estimate $0.00
Total price (or administrative trilln1ng $o.ao
REVISED SUBTOTAL $
End U$er Training
Each module Included in the proposal must have at least one correspond Ina trolnlng course.
N/A
t1 of training days on·slte
1
#of classes
1 hour
11 of training hours -remote
Total travel and per diem estimate $0.00
Total prlce for administrative tra ining s
REVISED SUSTOTAl $0.00
REVISED TOTAL TRAINING COSTS $0.00
D. PRICfNG-SUPPORT/MAINTENANCf
Tr<~l nlng wil l be requlred and scheduled during the hours of 8:00a.m. to 5 ~00 p.m. Monday
through Friday.
STATE THE REV.SED AMOUNT
STANDARD BUSINESS
SUPPORT HOURS 24/7 SUPPORT
Included Included
First Year Support (12 months)
Included included
Second Year Support
Included Included
Third Year Support
rncluded Included
Fou rth Year support
included lntluded
Firth Year Support
E. PRICING ·SUMMARY
COST SECTION PRICE
Total Modules (e xcluding options) $20,000.00
Implementation Services $2,000
Training so
1'1 Year Support so
REViStD GRAND TOTAL $22.,000 Year 1
I cer tify that all pr icin g has been disclosed in detail and that pricing listed is all Inclusive. The re
ar e no undisclosed e xpenses .
The prices contained In this proposal are firm for _2.Q_ days (no less than 90 days).
Are the Items manufactured, produced or assembled In the Un ited States? Yes L No
Do you represent a disadvantaged business enterprise? Yes_ No ..X..
Do you represent a woman owned business enterprise? Yes_ No~
Total time to complete this project as specified _1Q_ days from date of award.
NAME OF COMPANY Rave Mobile Safety
AGENT AND TITLE Ryan Camilleri-Account EKecutfve
ADDRESS 492 Old Connecticut Path. Fram ingham, MA 01510
TELEPHONE 508-532-8917 !?-, TC )!...ATE 8/27/2018
AUTHORIZED SIGNATURE _ ___,(Ltlo4"'1_,_.-..'--I_'-~I-'---------
Form of Business: _Sola Proprietorship _Partnership .X. Corporation _limited llablllty Corporation
PROPOS A L O F SER VICE
Rave 91 "I Suite
C~ty of Jef·ferson, ~"\nO
Sales Contact:
Ryan Camilleri
E: rcamilleri@ravemobilesafety.com
P: 508-532-8917
RAVE WtR=:L:oS S. INC. • PROPfHETARY AND CONFIDENTIAL
Rave 911 Suite Overview
Rave 911 Suite helps 9 -·1-1 call takers and first responders make faster,
better decisions , shorten response times, and save lives.
Rave 911 Suite is trus1ed by thousands oi 9-1-1 centers and first responders nationwide.
Comprehensive Comn1unity l nforrnation and
Communications Platform
Helps protect first responders -
improves situationa l awareness with
information about people and
fac ilities when they need it most.
Responsive to vulnerab l e
populations-better understand
and serve your community
members with access or functional
needs.
Advances community oriented
policing-promotes and
encourages positive 9-1-1 . law
enforcement, community, and
media interactions.
RAVE
MOUILC SAFETY
Emb races mob ile technology-
reduces 9-1 -1 mobile l ocation issues
and provides al te rnatives for dropped
9-1 -1 calls and unnecessary dispatch
to accidental dials.
Trusted public safety platform -
Rave 911 Suite pro tects millions every
day and integ r ates with Rave A!ertl'·'
emergency notifica tion sys tem and
Rave Panic Button n.l to provide your
community with a wide range of alerts
and notifications.
Rt,VE WIREU::SS. INC. • PROPRIETARY AND COHFIDENTIAL • 2
The Rave 911 Suite allows m em bers of the co mmunity to register and provid e infor matio n about
themselves, the ir family members, the ir homes and workplaces, m edical conditions, and other
pertinent information through Smart91 '1®. Additionally, tl1e Rav e 911 Suite provides other
powerful capabilities to positively impact emergency call handling and response, i ncluding:
~~~-'~ti': Facilities create pr ofiles containing floor plans, key l1o lder,
·~·~· 0 '~~i Facilities
alarm , and Hazmat information , gate/access codes, points of ~du o • c .. cont act, A EDs , and more. Profiles automatica ll y display during D Cl a :
~ ., ·'"':;fl ?'';'~ 9-1-1 calls and are searchab le by authorized users
A llows te lecommunicators to initiate 2-way text message
rY sessions with any mob ile cal ler regardless of registration with
(·.: '.{;.' Chat Rave 9'11 Suite. Enhances communication capabilities when
~~ ~··. callers are non-ve rbal or when calls are abandoned, •':.:. '• . .:'&..· ... ·~ . .,. facilitating a n enhanced response.
i!~ Gives PSAPs and first responders access to a 9-1-·1 ca ll er's
; • ! ·:~ Smart911® profile: fa mily member info , pho tos, medical conditions ,
' 0 ~ ~~ l ., Profiles disabilities, exact addresses, even pet information, to make
~~./ . •. informed dispatch decisions.
'_'.'iii· ~-·~j Create, annotate , and share secure notes for any te lephone
s ~' Notes number to provide information on prank cal lers, NS I phones, '· . ~ :~. frequent fliers , transfer h istories, and drop ped calls. " ' l'-~-~~F*.· ~~·
P'': ' '·''·"~ ~ Mapping of All location, and an y reg istered residential, work, ~~ Locations or other addresses. Enhanced, GPS-Ieve l location through
~~" .. · Rap idSOS, when 9-1-1 is accessed from an enabled wireless :i.'!k·4t~1 device.
Ra ve 911 Suite provides access to Rave Panic Button data.
twi Dramatically reduces response t ime fo r 9-1 -1, faci lity . Rave Panic
~~ Button Data personnel, and first responders. Rave Panic Button instantly
~~ A cce ss alerts 9-1-1 and on-site personnel -speeding up emergency
' procedures. Campus layout and details are shared with fi rst
responders and 9-1-1.
~"W~·-;~ Provide additional data sources to your ca ll takers and firs t
:.J .:.s:. ,,...,,.
~~ Rave respond e rs. Rave Connect lets PSAPs aggregate and
Connec t rr.~ automatica ll y securely deliver addi ti on a l data to
{r.;~~ 'I .. .a.· telecommunicators fr om approved third party sources. -, ...
;'\'>Yo-*~'
D P.s an optional add -on , Rave A lert is the on ly emergency
. ~-< Rave Alert notification system that is fully integra ted with th e Rave 911
Suite .
RAVE
r.tO tl ll t! S /,f ET Y RAV !: MOBILE SAFEiY · PROPR IETARY AND CONFIDENTIAL • 3
How Rave 911 Suite Works
Profile Da ta
Provided before an
emerg en cy
Calle r
C<Jff s during a
non-emergency
-----------··
Rave Database
Re lays caller pro fi le d ala
aulomalf ca lly \'nth calf
Call Center
Cull lakers sec profile
wlih Rave softw8 1C
Responders
Receive profile dala
on mobi l e devices
Facilities and Residents build their Safety Profile on a secure and pri v ate data repos itory ,
registering the life-saving information they want to mal<e available to 9 -1-1 in the case of an
emergency. When the user initiates a 9-1 -1 call from a registered phone number, the data
automatically disp lays on the ca ll ta kers w ork stat ion . he lping th em respond more quick ly and
effectively.
RAVE
M O II I lC ~A rt r v HAVE MO BILE SAFETY · PROPR IE Tt\RY A ND CONF IDEN TI AL • 4
Scope of Services
---------·--------------------------·--·---·-···-
A summary of the components of the Rave 911 Suite being delivered and the services involved
in a deployment follows.
Rave 911 Suite Components
> Smart911.com citizen registration portal
Hosted, secure web site enabling citizens to register and maintain their profile
-Unlimited citizens can register and manage their profiles at no cost
> Ravefaclllty.com registration portal.
-Hosted, secure web site enabling facilities to register and maintain their profile
-Unlimited facilities can register and manage their profiles at no cost
> Rave 911 SaaS XERDS Server
-Hosted, secure online extensible emergency response data service (XERDS)
that maintains subscriber account profiles and provides results to CPE Server (or
Client Workstation app I First Responder View) when queried.
> Rave Dispatch View and First Responder View
-Hosted, secure online portal providing first responder and dispatchers access to
subscriber account profiles for active cases based on user id. password and case
ticket number (which is generated by Rave 911 Suite)
> Rave 911 Server Software
-Software installed on local server which listens to the All spill, queries the Rave
911 Suite SaaS Server and broadcasts results on the local network to the Rave
911 Client.
> Rave 911 Client
Lightweight application installed on workstation that interacts with CPE server to
provide call taker or dispatcher with customer profile data via an embedded , pop-
up web browser.
> Rave Admin View
-Hosted, secure online portal providing administrative functions such as user
management and reporting .
RAVE
UOOI~E 0Af£TY RAVE MOBILE SAFETY · PROPRIETARY AND CONFIDENTIAL • 5
Remote Deployment Services
The following remote deployment steps will be performed to implement these components:
> Perform the necessary set up and configurations to track citizen registrations and
PSAP usage data for report in g purposes
> Facilitate Installation of the Rave 911 Client workstation application on all call taker
workstations (either CAD or Admin stat ions) on a remote basis.
> Perform the necessary configurations and testing to provide secure access from the
Rave 911 Server(s) and Rave 911 Client workstation applications to the Rave 911 SaaS
XERDS Server.
> Work with Client to remotely install the Rave 911 Server software on ded icated
server(s}, connect the server via serial port to the CAD/ALI Spill at necessary locations,
and make the necessary configurations to ensure proper parsing of the All spill.
> Perform testing to ensure proper configuration and hand ling of profile display on
correct workstations
> Set up and provide access information for adm inistrative accounts
Deployment services include the initial deployment of Rave 911 Suite. Changes to the
customer environment that require an additional installation or configuration will be billed at then
current rates.
Training and Support
To ensure successful operation of the system and integration into various state workflows and
processes, Rave will provide the following additional training and support services:
> Provide unlimited, on-demand access to the Rave Academy, Rave 's online video-
based training platform.
> Provide product guides and other training tools (PowerPoint decks, Administration
Guide , etc.)
> Provide release notes and online reviews as needed for new feature deployments
> Provide 24x7 phone and email technical support as well as 8x5 phone and email
support for non-critical support questions
> Provide sample SOPs, best practices and FAQ documents through the online Rave
Customer Portal
RAVE
lol O BIL f SA FE TY RAVE MOBILE SAFETY· PROPRIETARY AND CONF IDENTIAL • 6
Marketing Services
To ensure maximum community awareness, Rave Mobile Safety will provide the following tools:
> Marketing manager to conduct onboarding and to hel p plan Rave 911 Suite press
launch.
> On-demand online access to marketing best practices guides, Smart911 and Rave
Facility public outreach materials including flyers, web graphics, social media graph ics ,
and content for presentations and newsletters and eblasts.
> Targeted monthly marketing campaigns for community outreach and partners.
> Support from the Rave marketing team that provides best practices, resources, and
remote support.
Client Responsibilities
---------·---------·-----__ , ______________ ,. __ , ----·
This project requires technical and operational support within the client environment as well as
marketing support across the supported communities to ensure success. The following outlines
expected functions to be performed in support of the Rave 911 Suite deployment:
> Project management and executive support
> Integration of Information available from Rave 911 Suite into the correct PSAP
procedures and best practices as well as any training required to ensure proper
implementation of those procedures
> Support for the technical deployment providing remote access for Rave Mobile Safety
to be able to complete the installation of Rave 911 Server software and Rave Dispatch
View workstation software .
> Hardware and connectivity. Client is responsible for all hardware including Rave 911
Server hardware (physical or virtual), firewalls, cables, converters, and splitters.
> ANI! ALl Spill. Client responsible for providing the ANI/All spill.
> Staff training by leveraging Rave's resources to ensure that telecommunicators are
familiar with and implement the various features of the Rave 911 Suite into thei r
workflow.
> Broad public awareness campaign to ensure citizen adoption . Examples include:
inclusion of registration links on community web sites; inclus ion of registration reminders
in written communications with citizens; emai l marketing campaigns; and distribution of
registration information through commun ity channels such as schools, elderly centers,
hearing disabled communities and libraries.
RAVE
UOBIL E SA f [f Y RAVE MOBILE SAFETY · PROPRI ETAR Y AND CON FIDENTIAL • 7
Rave 9 i i Suite ···· Pi\OOUCT ?.Rtf:F
Crit ica l Data and Co m mu ni cati o n
for Faster, More Effect ive Response
Rave 911 Sui l e helps 9-1 -1 call takers and fi rst re sponders
make faster, better decis ions, shmte n respo ns e times, and save lives.
t ..
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Critical lnforn1ation and Communicati on s Platfo1·m
> Protects first r esponders -real -time incident
information about people ancl iacilities improves
situational awareness ancl responder safety.
> Responsive to v ulne rable population s -better
understand and serve your community members
with access or func t ional needs.
> Advances co m m u n ity oriente d pol i c i ng-
promotes and encourages positi ve 9 -·1-1. law
en forcement. communi ty. and media interactions.
> Embraces mobile technology -reduc es 9-1-1
mobile location issues. SIVIS text capal:>ili ty provides
alternative communication met1 1od for dropped
9 -1 -1 calls --eliminates unnecessary dispatct1 to
accidental dia ls.
> Trusted public s a f ety platform -protects
mill ions every day an d integrat es with t ile Rave
AleriT''' emergency notifica tion sy st em and
Rcwe Panic Button 11·' t o provicla your c:o m munity
with 360 degme protection.
Continuer! >
---·--------···------------· --· ·----1
"Ra ve's 911 tools and Smart911 all owed us to take a shortcut and sa t1ed a person's life ."
Sm art91 1 ® Safe t y Pro fi le
Gives PSAPs and first res p onders access to a 9 -1-1
caller's pro file: fami ly member info, pl1otos. medical
conditions, disab il ities . exac t add resses. eve n pel
in formation. to make informe d dispalcl1 decisions.
Rave Fac i l ityt~·'
Fac il it ies cre at e profiles contai ning floor plan s, keyho lcler,
alarm . Hazmat information. gate/access codes. points oi
contact. AEDs . ancl more . Pro fi les automatically clisplay
during 9-1-1 calls and are searchalJie IJy
au ti1orized use rs .
Rave Command Vi ew•.v
9-1·1 Supe1visors access a rea l-time common operati ng
picture of call traiiic and c rit ical data on a vve b-based
map inc lu ding Sma rt9 11 Sa fety Pro files . Rove Faci lity
Profiles , and Rave Pa ni c Bu tton calls.
Ch at
PSAPs can init ia te 2-way text co nversat ions with any
mol)ite 9-1-1 caller to contac t unrespo nsive caller s
and veri iy accidental d ials.
----·-·-··-----···
'
J IMTULLER
FIRE CHIE F
TR AVERSE C ITY, M l
Notes
Create , annotate, and si1are secure notes ror any
te lephone numb er to pro vicle in formati on on pranl<
ca ll ers, NSI pho nes , frequent iliers, histories of domestic
violence, ancl clrop ped ca lls.
Rave Analyt ic s"·'
Gives 9-1-1 Direc tors and Supervisors easy, any time
wel)·based acc ess to map-based c all reporting data
and analytics to clrive slaiiing and fu nding d ecis ions.
Rave Pani c Butto n'M
Dram atically reduces res ponse time for 9-1-1 , fac ility
person nel , an d firs t ,·esponders. Rave Pa nic Butt on
in sta ntl y aler ts 9 -1-1 and on -si te person nel -speecls
up emergency procedures. Ca mpus lay out and d eta ils
are st1ared real-ii me with fi rst res p onders an d 9-1 ·1.
Rave Al ert for Publi c Safet y
Im prove com mun ity sa fety be fore . during , and aft er
emergencies wit h emergency no tific ation in teg rat io n.
Rave Alert 's mul li moclal. ee~sy to use interiace ensures
max imu m alert coverage across all modalities,
including IF>AWS .
----------.. -----
Deploys Qu ick ly a nd Easil y in All PSAP Envi ronments
Rave 911 Suil e vmrks se amle ssly with all workstati ons -deploy ing In hours, not mont l1s or years .
It does not affect existing call rou ti ng processes, an d Rave Dispa tch View depl oys in your teleco m-
municators' preferred <lisplay.
Rave 911 lnteg ralion Software offe rs lroubleshoo ting and deployment tools to make onboarding
an d upgradi ng quick ancl ea sy. Enti re PSAPs ca n be deploye d In a few hours.
-----------------·------·------·-------··--·-------·-·----
Con t act Us Tod a y to L earn More
S88 ·605·7Hl~ · l'r.'ll't.l~·:cmohilcsn lmy.com · ~;!l cs'il'IMO III Oi lllolsH ict y.wn RAVE
lA II 0 I L ( :, /, t ( I Y
RAVE MOBILE SAFETY EXHIBIT B
MASTER LICENSE AND SERVICES AGREEMENT
This Master License and Services Agreement (together with Rave's Support and Service Level Policy and all Ord er Forms entered into by the Parties, the
"Agreementl governs th e license of all Products and acquis ition and use of all Services provided by Rave Wireless. Inc. dlb/a Rave Mobile Safety ("~j . By
executing this Agreement or any related Rave order form that incorporates this Agreeme nt by reference therein or is otherwise attached as an exhibit hereto
("Order F ormj, Client agrees to an of the terms and condillons of this Agreement as of the "Effective Date" of such Order Form specified therein with resp ect to
the Products and Services covered under such Order Form . Each of Rave and Client shall also be referred to individually as a "fsru" and collectively as the
"Parties·. Any other capitalized terms used in this Agreement shall have the meanings ass igned to them in Section 10 hereof and throughout this Ag reement.
1 . SERVICES AND PRODUCTS
1.1 Sorvtces. In considera tion of the Fee(s) payable by Client pursuanl to
the Order Form(s), Rave shall provide the Client with (i) the Rave services
spedfied in such Order Form(s). (il) the related techn ic al support services
specified In Rave's Support and Service Level Policy ("~1 . and (iii)
the license to Rave's related proprietary application software pro duct(s)
and Documentation (collectlvety, ·.e.r~.tf) set forth in Section 1.2 below.
For p urposes of this Agreement. the Rave services. Support and Products
referred to above in (1)-(li~. together with any Professional Services
specified in the Order Form(s). are collectively referred to as the
-~·.
1.2 Products License. Subject to the terms and conditions of this
Agreement. Rave hereby grants to Client a limited, non-exclusive. non·
transferable . non-sublicenseable righ t and license during the applicable
License Term (I) to access and operate the Products. (i i) to permit
Adm in istrators to use the features and functions of tho Products. and (iii) to
make copies of the Documentation solely for Client's in ternal use by
Adminis trators . Rave may, In its discretion . develop and release generally
to licensees updates or upgrades to th e Products . Subject to Client's
payment of the Fees and all other amounts that may be payable with
respect to the Products. Rave shall. during the applicable License Term ,
make any such updates and upgrades available to Client if and when
generally released to licensees at no additional cost (not Including any
software marketed by Rave as a separate product or as a modu le lor which
additional fees are charged). Any such update s and upgrades provided
under this Agreement shall be deemed to constitute part or the Products
and shall be subject to all of the terms and conditions set forth in this
Agreement. Client acknowledges that Rave and li s licensors own all right.
title . and interest, induding all patent. copyright. trade secret. trademark,
moral rights . and other in te llectual property rights In and to the Products
(and any and all derivative works thereof). and Rave expressly reserves all
rights nol expressly granted to Client hereunder.
1.3 Product Restrictions. Except to the extent otherwise expressly
authorized by Rave under thi s Agreement. Client shall not. and shall not
allow any third party to. copy. modify, adapt. translate, publicly display,
publish, create derivative works of or dis tribute the Products . Client will not
use the Products for any pu rposes beyond the scope ol or othen'lise not in
accordance with the licenses granted in 1.2 above. Without limiting the
foregoing, Client will not (I) authoriz e or permit use of the Products by or lor
persons other than Adm inis trators; (ii) assign, sublicense . sell . lease or
otherwise transfer or convey the licen ses granted hereunder; (iii) modify or
create any derivative works of the Products (or any component there of): or
(iv) decompile , disassemble, re verse engineer or otherwise attempt to
obtain or perceive the source code from which any component of the
Products is compiled or interpreted. Client hereby acknowledges that
nothing In this Agreement shall be construed to grant Client eny right to
obtain or use such source code or any derivative works thereof. Client shall
duplicate all proprietary notices and legends of Rave upon any and all
copies of the Products authorized to be made by Client and shall n ot
rem ove. al ter or obscure any such proprietary notice or legend .
2. TERM AND TERMINATION
2.1 License Term and Agreement Tenn . The initial term or each license
to a Product und er this Agreement shall be set forth in the applicable Order
Form ("Initial License Term'). Except as otherwise specified In such Order
Form. each license will be automati cally renewed on the same terms and
conditions herein for successive on e-year term s (each. a "Renewal License
Im!!l). at Rave's then-current pricing, unless either Party provid es written
notice to the other Party of its Intent not to renew such license al least
ninety (90) days prior to the expiration date of th e th en-current License
Term . As used In this Agreement. "License Ierm" means the entire period
during which th e license to a Product hereunder is In effect. Th e term of
this Agreeme nt shall commence on the Effective Date of the lnllial Order
Rave Wireless. Inc. <lib/a Ravo Mobile Safety
Master License end Services Agreement
Version 5.0/0ccembor 13. 2013 (Revised 8.31.17)
·1·
Form entered into by the Parties here under and . subject to any termination
of this Agreement by a Party pursuant to Section 2.2 below. shalt
automatically expire upon the termination or expiration or all licenses
granted under this Agreement ("Agreement Term j.
2.2 Termination for Broach/Bankruptcy. Either Party may terminate this
Agreement (or the license to arty Product(s) hereunder) upon written notice
in the event that the other Party fails to make a required payment
hereunder or materially breaches this Agreement and thereafter (i) in the
case or non-payment. has failed to pay such amounts within five (5) days
alter receiving written notice thereof; or (It) in the case of materia l breach .
has fa iled to cure the breach (or to commence diligent efforts to cure such
breach that are rea sonably acceptable to the other Party) within thirty (30)
days after receiving vmtten notice th ereof. In addition, either Party may
terminate this Agreement upon written notice after the other Party has
executed an assi gnment for the benefit of creditors or filed for relief under
any applicable bankruptcy. reorganization. morato rium. or similar debtor
relief laws , or in the event that a receiver has been appointed for the other
Party or any of its assets or properties. or an Involuntary petition in
bankruptcy has be en filed aga inst such other Party, which proceeding or
petition has not been dismissed. vacated . or stayed within thi rty (30) days .
2.3 Effect of Termination. Upon any termlnaUo n or expiration of this
Agreement. each Party shall (i) immediate ly discontinue all use of the other
Party's Co nfidentiallnformaUon and, In the case of the Cfient. the Products;
(li) return to the other Party or. at the other Party's optio n. de stroy. all
originals and all copies or such other Pa rty's Confidential information then
in its possession: and {ill) shall promptly pay all amounts due and
remaining payable hereunder. Term ination or expiration of this Agreement
will automatically terminate ali li censes granted hereunder. Without limiting
the foregoing, upon any termination or expiration or the license to any
Product(s) herellllder. Client's license righ ts in such Producl(s) shall
immediately terminate and Client shall Immediately discontinue ali u se of
such Products and Rave's related Confidential information .
2.4 Survival of Obligations. The provisions of this Agreement that. by
the ir nature. are intended to survive a termination or expi ration of this
Ag reement (or the license to any Products hereunder). including without
limitation Client's obligations to pay any amounts due and outstanding
hereunder and the provisions of Sections 1.3, 2.3, 2.4, 4 , 5, 6, 7, 8, 9 and
10 hereof. shall survive term ination or expiration of thls Agreeme nt (or the
license to any Product(s) hereund er).
3. PROFESSIONAL SERVICES
Any Profess ional Services to be provi ded by Rave to Client shall be
provided in accordance with th e specific terms and conditions or the
re levant Order Form covering such Professional Services (and any
Statement of Work attached thereto as an exhibit or otherwise Incorporated
by refere nce therein , ·som. including. but not limited to. the fees payable
by Client to Rave thereunder.
4. FEES AND PAYMENTS
The license fees payable by Client for each Product and the l ees payable
for any related Professional Services are set forth in the applicable Order
Form covering such Product(s) and/or Professional Serv ices , as the case
may be (collectively. ·~·). All amounts payable und er this Agreement
shall exclude ali applicable sales . use and other taxes and all applicable
export and imp ort fees. customs duties and similar charges . Client will be
responsible for payment of all such taxes (other than taxes b ased on
Rave's net Income). fees . duties and charges. and any related penalties
and Interest. arising from the payment of any Fees. the grant of license
rights or the delivery of Services under the Agreement. Client must nolify
Rave . or Its designee. In writing of any dispute or disagreement wilh
invoiced charges within ten (10) days alter th e date of Invoice. Absen t
such notice. Client shall be deemed to h ave agreed to the Fees as Invoiced
upon the expira tion of such time period . Rave reserves the right to charge.
and Client agrees to pay. a late charge equal to the greater of one and
one-hall percent (1 Y.%) or the highest rate pe rmitted by law, pe r month , on
any amount tha t is not the subject of a reasonable. good faith dispute that
is unpaid on the due date, and on any other outstanding bala nce.
5. CLIENT OBLIGATIONS
5.1 Client Operation. Client acknowledges and agrees (i) thai Client is
responsible lo r certain aspects of the operallon of the Products, as set forth
in the Documentation. including th e re lated tra ining and supervision of
Administrators, and (li) that in no event shall Rave have any liab ili ty re lating
to Client's or any Administrators · fa ilure to ope rate the Products in
accordance with the Documentation.
5.2 Ctlont Compliance. Client shall u se the Services in compliance with
all applicable taws , statutes, regu lations, ordinances . rules or other
requirements promulgated by governing authorities or otherwise imposed
by Third Party Service Providers having juri sdiction over the Parties or the
operation or use of the Services. including without limitation any contract
provisions prohibi ting Client from utilizing the Servi ces to deliver to any
Th ird Party Service Provider for transmiss ion or dissemination maleriallhat
violates any content restrictions set forth therein. In any event . Client shall
not (i) deliver t o Th ird Party Service Providers for t ransmission or
disseminate any conten t or mate ri al under this Ag re eme nt tha t (a) Is
harassing, defamatory . libelous, abusive , threatening , obscene. coercive or
objectionable, including materia l that is fa lse. misleading or Inaccurate or
(b) violates the rights of any person or company protected by copyright.
trademari<. trade secret , patent or ot her intellectual property or simi lar laws
or regulations: (il) use the Services or Rave's systems to transm it or
disseminate unsolicited material, Includ ing without li mitati on "junk mail " or
"unsolicited bulk e-mail", or other advertising material to persons or entities
th at have not specifically agreed to receive such material by either opting in
or not opti ng out in a l awful manner: (IIi) send messages to individuals who
have opted out of receivi ng messages from Client; or (iv) use the Services
or Rave syste ms to introduce malicious programs Into the Products. Rave's
systems. or the Third Party Service Providers' networks or servers,
including viruses. worms. Trojan horses. e·mail bombs, cancel bois or other
computer programming ro utines th at are intende d to damage. interfere
with, intercept or expropriate any system. data or personal Information.
including executing any form of network monitoring th at will Intercept or
extract data. Under no circu mstances shall Client be authorized to make
any represen tations . warrantees or guarantees with respect to the
Services . except to th e extent expressly set forth in this Agreement. Clie nt
shall be responsible fo r the compliance by all Designated Ins titutions and
their respective Adm inistrators with all of the terms and condillons of this
Agreement.
5.3 Cllont Content. If Client provides or otherwise makes available any
in formation or any other da ta collected by Client or a third party regarding
End Users to Rave or any Third Party Service Provider or Emergency
Service Provider In connection wilh the operation or use of the Services
(collectively , th e "Client Content"). Clien t represents an d wa rrants that
Client has any and all legal rig hts in and to such Clie nt Co ntent . in order to
use and disdose, and permit use and disclosure of. t he Client Content In
connectio n with the operation and use of the Services as contemp l ated by
the Docu mentation or thi s Agreement.
6. LIMITED WARRANTY AND LIMITATIO NS
6.1 Ltmltod Warranty. THE· SERVICES AND PRODUCTS ARE
PROVIDED "AS IS" AND ON AN "AS AVAilABLE" BAS IS AND. TO THE
MAXIMUM EXTEN T PERMITIED UND ER APPLICAB LE lAW. RAVE
EXPRESSLY DISClAIMS ALL OTHER REPRES ENTATIONS AND
WARRANT IES OF ANY KIND OR NATURE , RElATING TO THE
SERVICES AND PRODUCTS , WHETHER EXPRESS , IM PLIED OR
STAT UTORY, INCLUDING. BUT NOT LIMITED TO , ANY WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICUlAR PURPOSE .
NON -IN FRINGEM ENT. TI TLE , DATA ACCURACY , SATISFACTORY
QUALI TY, OR THE ABSENCE OF ANY DEFECTS " THEREIN , W HETHER
lATENT OR PATEN T. NO WARRANTY IS MADE BY RAVE ON THE
BAS IS OF TR ADE USAGE, COURSE OF DEALIN G OR COURSE OF
TRADE. Rave does not warrant thai the Services or Products will meet
Client's or any Designated Insti tution 's requirements, lhat the operatio n
the reof will be uninterrupted or error-free , or that all errors will be correc ted .
Without limiting the foregoing, th e Client acknowledg es and agrees that (I)
Rave cannot guarantee the performance of any Th ird Party Service
Provider or Emergency Service Provider and that neither Party may make
any daims or guarantees on beha lf of Third Party Service P rovid ers or
Emergency Service P roviders regarding any matters. (ii) delivery of any
Ravo Wireless. Inc . cl/blo Rove Mobile Solely
Master License and Services Agreement
Vers ion 5.0/0e<:ember 13, 2013 (R evised 8.31.17)
. 2.
m essages or any information regarding End Use rs in connection with the
operation or use of the Services is not guaran teed and neither Rave nor
any Third Party Service Provid er or Emergency Service Provider shall be
re sponsibl e for any fa ilure of delivery, and (Ill) Rave shall not be
responsible for any disruption to o r failure of the Services resulting from the
a cllons or i nactions of any Th ird Party Service Providers or Emergency
Service Providers. Client acknowledges and agrees t hat the Services and
Products are not intended to replace th e services of primary safety and
emergency response services, includi ng without li mitation, 911 or
equivalent, fire. pol ice. emergency medical an d public hea lth services
(collectively, ·emergency Service Proy!ders").
6.2 Limitation of Llabltlty. IN NO EVENT S HALL RAVE OR ANY RAVE
REPRESENTATIVE BE LIABLE TO CLIENT OR ANY THIR D PARTY FOR
ANY INCIDENTAL, INDIRECT , SPECIAL , CONSEQUEN TI AL OR
PUNITIVE DAMAGES. REGA RDLESS OF THE NAT URE OF THE ClAIM,
INCLUDING, WITHOUT LI MITATION, LOST PROFITS, BUSINESS
INTERRUPTION. COSTS OF LOST OR DAMAG ED DATA OR
LIABI LITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN
IF RAVE OR SUCH RAVE REPRESENTATIVE HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. TH IS LIMI TATION UPON
DAMAGES AND ClAIMS IS INTENDED TO APPLY WITHOUT REGARD .
TO WHETHER OTHER PROVISIONS OF THIS AGREEME NT HAVE
BEEN BREACHED OR HAVE PROVEN INE FF EC TI VE. Notwithstand ing
anything here in to the co ntrary, the cumula tive liability of Rave to Client
and any th ird party for all clai ms arisin g from or relating to this Agreement
and/or the operation or use of the Se rvices and Products shall not exceed
the total amount of all Fees paid to Rave b y Client he reunder d uring the
twelve (12)-month per iod Immediately p ri or to the event, act or omission
giving rise to such liability, rega rdless of wllether any action or cl a im is
based on warranty, indemnification , cont ract, to rt, neg li gence, st rict liability
or otherwi se. Th e existence of mult iple cl aims will not en large this limit.
The warranty disclaimers and exclus ions and limitations of liability in this
Section 6 are intended to appl y without regard to whether other provisions
of th is Agreement ha ve been breached or have proven ineffective and form
a n essentia l basis of the ba rgain between the Pa rties. Absent any of such
disclaimers , excl usions or limitations of li ability, the provisions of this
Agreement, includ ing, without limitation. the econ omic terms, would be
substantially different.
7. CONFIDENTIALITY
7.1 Mutual Confidentiality Obligations. Each Party agrees: (I) to use
the Confidenti al Information of the other Party only for the pu rposes of thi s
Agreement; (II) to hold in confidence and protect th e Confidential
Informati on of the other Party from dissemination to , and use by, any th ird
party: (ill) not to create any derivative wo rk from Confidentia l Informa ti on o f
the othe r Party : (iv) to restrict access to the Confidential Inform ati on to
such of its personnel. agents. and/or consult an ts who have a need to have
acce ss and who have been advised of and have agreed in writing or are
otherwise required to tre at such Information as confidential; a nd (v) to
return or destroy all Confidential Information of the other Party in its
possession upon termination or expiration of th is Agreement.
7.2 Confidentiality Exceptions. The foregoing re strictions shall not apply
to Confidential Information t hat 0) i s pu bli cly ava ilable or In the public
domain at the time disclosed; (li) i s or becomes pub licly available or enters
the public domain thro ugh no fault of the recipient: (ill) Is ri ghtfully
communicated to the recipien t by persons not bound by confidentiality
obligations with respect thereto: (iv) i s already In the r ecipi ent 's possession
free of any confldenllarrty obligations with respect thereto at the time or
disclosure: (v) is independently deve loped by th e recipient; (vi) is approved
for re lease or d i scl osure by the disclosing Party without restriction : or (vii)
is required to be pub licly disclos ed by the recipient pursuant to applica ble
freedom of Information laws. Each Party may disclose Confidential
In formation to the limiled extent re quired (a) in order to comply with the
orde r of a court or other g ovemmenlal bod y, or as otherwi se n ecessary to
com ply with applicable law, p rovided that the Party making the d isclosure
shall firs t have given written n otice to the other Party (If permitted) and
made a reasonabl e effort to obtain a protective order: o r (b) to establish a
Party's rights under this Agreement, Including to make court fil ings.
7.3 Disclosure of lnfonmatlon a bout End Users. Rave shall not re nt ,
trade or sell Inform ation r egardi ng End Users (Including, bu t not llmlled to.
any Client Con tent) to any third party; provided, however, that
notwithstanding anythin g to the co ntrary conta ined in this Agreemen t. (i)
Rave may dis close any such information to Third Party Service Provide rs
and Emergency Service Providers in connection with the operation and use
of the Services or as necessary to comply with applicable laws and
governmental orders and (II) under no circumstances shall Rave or any
Rave Representative be liable for the failure of Client or any third party
(including , but not limited to. any Designated Institution. Third Party Service
Provider or Emergency Service Provider) to comply with its own privacy
policies and a ll applicable privacy laws and regulations.
8. INDEMNIFICAnON
Except as otherwise provided below. Rave shall defend or. at Its option.
settle any cl aim, cause of action, suit. proceeding or other action brought
by a third party (not including any non-practici ng entity) against Client
directly and to the extent arising out of an allegation by such third party that
any use of or access to a Product by Client as expressly authorized under
this Agreement Infringes any U.S. patent issued to such third party as of
the commencement of the Agreement Term (each. a "Q2im"). and Rave
shall Indemni ty and hold Client harmless against all costs and reasonable
expenses (including reasonable attorneys' fees). damages . and liabilities
arisi ng out of any such Claim finally awarded to such thi rd party by a court
of competent Juri sdiction after all appeals have been exhausted or at the
time of a final settlement of such Claim by Rave (collectively, "Wru1.
provided that Client gives Rave (i) prompt written notice of such Claim; (ii)
sole authority to control and d irect the defense and/or settlement of such
Claim : and (iii) such information and assistance as Rave may reasonably
request, at Rave's expense, in connection with such defense and/or
settlement. Upon the occurrence of any Claim for which indemnity by
Rave is o r may be due under this Section 8. or in the event that Rave
beli eves that such a Claim is likely. Rave may. at its option (I) modify the
relevan t Product so that it becomes non-infringing, or substitute functionally
equivalent software or services; (II) obtain a license to the applicable third-
party intellectual property rig hts; or (Ill) terminate this Agreement (or the
license to such Product hereunder) on written notice to Client and refund to
Client any unused license fees under the then-current License Term . Rave
shall not be liable for any costs or e xpenses Incurred by or on behalf or
Client In connection with any Claim for which i ndemnity by Rave is or may
be due under th is Sedion 8 without the prior written consent of an
authorized officer or Rave. Rave's Indemnity obligations set forth in this
Section 8 shall constitute Rave's entire liability and Client's sole remedy for
any actual or alleged intelle ct ual property Infringement claim with re spect to
the Services or Products. Notwithstanding anything herei n to the contrary.
Rave shall have no obligation or liability for any Intellectual property
Infringement claim and any related losses. costs. expenses. damages and
liabilities whatsoever to the extent arising from (a) the comb ination.
operation, or use of the Product with products. services . information .
materials. technologies. business methods or processes not furnished by
Rave or otherwise expressly contemplated by the Documentation; (b)
modifications to the Product , wh ich modifications are not made by Rave or
any party expressly authorized by Rave in writing; (c) use of the Product
except in accordance with this Agreement. the Documentation and any
other applicable user documentation or specifications furnished by Rave In
writing ; (d) failu re of Client to implement any updates and upgrades
provi ded by Rave that would make the Product non-infringing; and/or (e)
any Intellectual pro perty provided or otherwise made accessibl e to Rave by
Client or any of its Affiliate s. To the extent perm itted by applicabl e law. in
connection with any Intellectual property infringement claim agains t Rave
and/or any Rave Representa tive by a third party arising out of any actions
or omissions by Client covered by (a)-( e) in the p receding sentence. Client
shall defend. Indemnify, and hold Rave and each Rave Representative
harmless against all costs and reasonable expenses (Including reasonable
attorneys' fees). damages. and liabilities to the extent aris ing out of any
such claim against Rave and/or such Rave Representative by a th ird party
(Including without llmllallon any End User or governmental agency),
provided that Rave gives Client (i) prompt written notice of such claim; (ii)
so le authority to control and direct the defense and/or settlement of such
cla im : and (iii) such Information and assistance as Client may reasonably
request. at Client's expense, in connection with such defense and/or
settlement. Client shall not be liable for any costs or expenses Incurred by
or on behalf of Rave In connection with any Intellectual property
infringement claim for which indemnity by Client is o r may be due under
this Section 8 without the prior written consent of any authorized officer of
Cli ent .
9. MISCELLANEOUS
Rave Wireless. Inc. dJbla Rave MobUe Safety
Moster Lfconse and Services Agreement
Version 5.0/0ecembcr 13,2013 (Revised 8.31 .17)
. 3.
9.1 Applicable Law/Dispute Resolution. Thi s Agreement and the rights
and obligations of the Parties hereunder shall be construed in accordance
with. and shall be governed by. the laws of the Commonwealth of
Massachusetts without giving effect to its rules regarding conflicts of laws.
and subject to the alternative d ispute resolution provision set forth below or
otherwise in connection with any action for Injunctive or other equitable
rel ief arising from the breach by the other Party or any license. usage o r
confidentiality ob ligations hereunder. each Party Irrevocably submits to the
jurisdiction of the Federal courts located with in the Commonwealth of
Massachusetts In connect ion with any and all causes of action between the
Parties arising from or in relation to this Agreement. Except as provided in
the preceding sentence. the Parties agree that any and au disputes
regarding this Agreement that cannot be resolved th rough negotiations
between the designated representatives from each Party within th irty (30)
days of the date the dispute arose shall be submitted to binding arbitrat i on
conducted by the American Arbitration Assoc iation ("~1 at Its Boston,
Massachusetts location. Any such arbitration will be conducted In
accordance with the Commercial Arbitra tion Rules of the AAA. Any such
arbitration will be conducted by a single arbitrator. and the arbit rator will
Issue his/her award In writing with findings . The decision of the AAA shall
be binding as between the Parties. shall not be subject to appeal. and shall
be enforceable in any court of competent jurisdiction. The U.N. Convention
on Contracts for the International Sale or Goods shall not app ly to this
Agreement.
9.2 Services Outsi de the US. If Client is interested In purchas ing
Services for delivery outside of the United States. Client acknowledges and
agrees that. in addit ion to any restriclfons that may be imposed on Client
by any Third Party Service Provider. any such territory outside the United
Slates may impose ils own restrictions result ing from applicable law.
telecommunication or Internet infrastructure limitations. telecommunication
or internet service provider polici es . or communi cation device
customizations that inhibit or prevent the delivery of SMS. text or other
messaging. or restrict the ability to place or receive certain calls (e.g .,
outbound toll-free calls). Such restrictions may impede certain aspects of
the Services. Rave shall not be responsible for any such Impediments or
any unavailability of the Services as a result thereof.
9.3 Force Majeure. Rave shall be excused from performance of Its
obligations under this Agreement if such a failure to perform res ults from
complia nce with any requirement of applicable law. acts of god, fire, strike,
embargo. terrorist attack. war or any other military aclfon. acts of local.
stale or national governments or public agencies. Insurrection or riot or
other causes beyond the reasonable control of Rave.
9.4 Notices. All notices requ ired by or relating to this Agreement shall be
in wrilfng and shall be sent by means of certified mail. postage prepaid or
by nationally recognized overnight courier service, to t he Parties to the
Ag reement and addressed. if to Client. as set forth In the Order Form. or If
to Rave. as follows:
Rave Wlretess, Inc.
492 Old Connecticut Path, 2"" Floor
Framingham, MA 01701
Attention: Chief Executive Officer
or addressed to such o ther address as that Party may have given by
written notice in accordance wit h this provis ion. All notices required by or
relating to this Agreement may also be communicated by facsimile.
provided that the sender receives and re tains confirmation of success ful
transm ittal to the recipient and sends a duplicate of such notice by the
means specified here in. Su ch notices shall be effective on the date
Indicated in such confirmation .
9.5 Assignment Neither Party may assign Its rights or delegate Its
obligations under this Agreement without the other Party's prior wrfllen
consent. and. absent such consent, any purported ass ignment or
delegation shall be null. void and o f no effect; provided. however. that
ei ther Party. upon written notification to the other Party. may assig n this
Agreement in connection with any merger. consolidation. corporate
restructuring. sale of any substan tial portion of its assets. or any
transaction in which more than fifty p ercent (50%) of its voti ng securities
are transferred. unless any such successor or assignee of Client is a
competitor of Rave. in which case Client must obtain Rave's prior written
consent. Subject to the foregoing. this Agreement shall be binding upon
and inure to the benefit of Rave and Clien t and their respecllve permitted
successors and assigns.
9 .6 Independent Contra ctors. Client and Rave acknowledge and agree
that the rela tionship aris ing from th is Agreement does not const itule or
create any joint venture, partnershi p, employment relationsh ip or franchise
between them , and the Parties are acting as Independent contractors In
makin g and performing th is Agreement. Ne ither Party has the power or
aut hority as agent. employee or in any other capacily to represent , act fo r.
bind or oth erwis e create or assum e any obligation on behal f of the other
Party lor any purpos e whatsoever.
9.7 Amend ment/Waiver. No amendmenl to this Agreement or any
addendum shall be va li d unless in writing and signed by the authorized
representatives of the Part ies . No waive r under this Agreement shall be
valid or bind ing unless set forth in wrilin g and duly executed by the Party
against whom enforcement of such waiver Is sought. Any such waiver
shall cons titute a wai ver only with respect to the specific matter described
therein and shall in no way impair the rlghls of th e Party granting such
wa ive r in any other respect or at any other lime. Any delay or forbearance
by either Party in exercis ing any right hereunder shall not be deemed a
waiver of that right.
9.8 Severability. If any provision of th is Agreement is invalid or
unenforceable for any reason In any jurisdiction, such provis ion shall be
construed to have been adjusted to the minimum exte nt necessary to cure
such lnvalldily or unenlorceablllly.
9 .9 Export Controls. Cli ent will not. directly or indirectly, export or re·
export , or knowi ng ly perm it the export or re -export of any Product to any
country l or which any export license or approval is required under the laws
of the United States or any other counl ry unless the appropriate export
license or approval has first been obtained.
9 .10 No Third Party Benefic iaries. The Parti es acknowledge that the
covena nts set forth in this Agreement are intended solely for lhe benefit of
the Partie s and th eir re spective successors and permitte d assigns .
Nothing in this Agreement . whether expres s or implied . shall confer upon
any person or entity. other than the Parties and their permitted successors
and assigns , any legal or eq ullable right whatsoever to enforce any
provis ion of th is Agreem ent.
9.11 U.S . Government Llconsoos . Each of the components tha t
constitute each Product Is a ·commerclalllem· as that term Is defined at 48
C.F.R. 2 .101, cons isting of ·commercial computer software · and/or
·commercial computer software documentation· as such terms are used In
48 C.F.R. 12.212. Consisten t wi th 4 8 C.F.R. 12.212 and 48 C.F.R.
227.7202-1 through 227 .7202-4. all U.S. Government ~censees acqu ire the
Product with only those rights set forth herein .
9.12 Immunity. If applicable and to the exten t not prohibited or otherwise
aulhorized by applicable law, each Party will be entilled to not tess than the
same benefits and protections afforded by any law. regul ation or other
applicable rule which extends protections to the other Party In any form,
including, but not limited to, governmental or other immunity.
Indemni fication or oth er protection. Neither Party will object to or i nterfe re
with the assertion of such Immunity by the other Party .
9.13 Headings. The headings in this Agreement are Inserted merely for
the purpose of convenience and sha ll not affect the mean ing or
lnterpretallon of th is Agreement.
9.14 Signatures. This Agreement may be execuled in the signature block
below (if applicable) in any number of counterparts , each of which when so
executed shall be deemed to be an original and all of which when taken
together shall conslilute one Agreement. This Agreement may be
executed by facs imile or electron ic signature . Notwithstanding the
foregoing, this Agreemenl wi ll be deemed to be executed upon th e
execution by the Pa rt ies of any Order Form incorporat ing thi s Agreement
by reference therein .
9 .15 Entire Agreement . This Master license and Servi ces Ag reement.
together with the SLP and all Order Form s (an d SOWs , II applicable)
entere d Into by the Parties, sets forth the entire agreement and
understanding between the Parties hereto with respect to the subj ect
matter hereof and . except as specifically provided herein, supersedes and
merges all pri or oral and wri tten ag reemen ts . discussions and
understand ings between the Part ies with respect to the subject matter
hereof. and neither of the Parties shall be bound by any conditions .
inducements or representations other than as expressly provided for in th is
Agreement. In the event a conflict arises between th is Master License and
Serv ices Agreement and the provisions of any other document comprising
Rave Wireless. Inc. dlbJa Rav e Mobile Safety
Masler License and Services Agroomont
Version 5.0/0e<:cmber 13. 2013 (Revised 8.31 .1 7}
...
part of thi s Ag reeme nt. this Master License and Serv ices Ag reement will
govern unless the other document expressly provides otherwise . No term
or provision set forth or cross-referenced In any purchase order or payment
do cumentation will be construed to amend. add to , or supersede any
provision of this Ag reement.
10. DEFINITIONS
10.1 "Admln lslrators" mean personnel of Client and Designated lnstitullons
authorized by Client to access the Products on behal f and lor the benefi t or
Cl ien t and such Des ignated Institut ions, respective ly.
10.2 -~· means, with respect to any ent ity, any other entity
Co ntrolli ng , Controll ed by or under common Control with such entity.
whe ther directly or indirec tly through one or more Intermediaries .
10.3 "CIIenr means the client spec ificall y identified on the Order Form(s)
or in lhe signature block of this Agreement (If applicable).
10.4 ·confidential Informa tion· means the terms or this Ag reement and all
documents , material or lnlormaUon relating to the Services and the
provis ion the reof. including , but no t limited to. the Documentation.
personally Identifiable informa ti on regard ing End Users and all other
In formation that either Party treats as proprietary or confidenti al.
1 0.6 "l&nlr2!" and its deriva ti ves means legal, beneficial or equitable
owne rs hip, dlrec lly or Indirectly. of more than fifty percent {50%) of the
outstand ing voting capital stock (or other owners hi p Interest, if not a
corporation) of an entity. or actual man ageria l or operational control over
such entity .
10.6 "Designated Institution· means any Affiliate and /or any other
institu ll on , organizatio n, entity and person lor whose benefit Client Is
licensing one or mo re Products hereunder as specified In the relevant
Order Form .
10.7 ·ooC!Jmen tatlon· means Rave 's then ·current standard prod uct and
user guides and/or related documenta ti on genera lly made avail ab le to
licensees of Products. as such Documentation may be modified by Ra ve,
In its sole discretion , fr om time to lime.
10.8 "End Users· means Individuals associated with Clien t and/or any
Designated Institution who regi ste r with Rave or are otherwise eligible to
rece ive and/or send messages from or otherwise utilize the benefi ts of the
Services and individuals who Independently register with Rave to establish
a safety profile or are otherwise eli gible to receive or uti lize the benefit of
the Services . During the Agreement Term. Client may be respons ible lor
notifying Des igna ted Institutions and End Us ers that th ey are each subject
to Rave's applicable then-l:urrent Term s of Use and Pri vacy Polley In
connection with their respe ctive opera ti on and use of the Services (if
applicable).
10.9 "Privacy Policy" mea ns Rave 's Privacy Policy. as such Privacy Pol icy
may be amended by Rave. In Its sole di scret ion, from lime to lime.
10.10 'Pro(essjona l Services· means th e separate support offerin gs lo r
Clie nt that are not Included as part of the Support, but are provided by
Rave at an additional cost as specified in the applicab le Order Form(s ).
including , but not limited to , those related to the se t-up, Integration and
training for each Product.
10.11 "R!!ve Representat ives· means Rave and its Affiliates and each of
their respective directo rs, officers. employees. cont ra ctors and other
re present ati ves .
10.12 ·support and Service Level Polley" or-~-means the Support and
Service Level Policy for the Products set forth In Appe ndix 1 hereto.
10.13 ·rerrns of Use· means Rave 's separate Terms of Use for
Designated lnstllulions and for End Users. as such Terms of Use may be
amended by Rave. In i ts sole discretion , from time to time.
10.14 "Third Party Service Proyjde( means a te lecommunicat ions.
internet, vo ice broadcasting , volco messag ing or other service pro vider
providing mobile telephon e, Interne t or othe r Intermediary services to
subscribe rs that allow or re late to the operation or use of the Services by
End Users or a licensor or other th ird party from whom Rave has rece ived
sublicensing rights In connection with the operation or use of the Products,
as th e case may be.
{Rema inder of Page ln tent/onolly Left Blenk.]
APPENDIX 1
(TO RAVE MOBILE SAFETY MASTER LI CENSE AND SERVICES AGREEMENT)
SUPPORT A ND SERVICE LEV EL POLICY ("SLP")
Pu r pose
This SLP sets forth Rave's undertakings wi th respect to providing customer support to the Client and lhe service levels associated with the Services
provided to Client during the Term o f the Agreemen t.
1. Service Reliabi l ity. Rave shall pro vid e an uptime of 99.999% for the Services. subject to scheduled upda tes and schedu led maintenance and to any
downtime caused by the Client or by Thi rd Party Service Provide rs . For unplanned downtime (an ·Event"). Rave will assign a trouble severity code
based on Rave's assessment o f the Event at the point of trouble identificat ion. Rave will make adjustments to the trouble severity code based on 11ow
the Event proceeds.
Trouble Sovcrlty Code Do scriptlon Initia l Response Time S tatus Update Intervals
Sev 1 "Scv 1 Error" means a 20 min . 30min.
catastrophic Event causing a
comp lete (100%) loss of a key
safety rela ted fe ature of th e
Services
Sev 2 "Sov 2 Error" means a non-For Events reported during 2 hour
catastrophic Event causing a normal business hours (9am
signi ficant component of the to 5pm ES T Monday through
Services to fai l or to perform Friday). 24 hours from time of
materially different than expected. report. r-or Events reported
creating significant inconvenience to outside of normal business
the Client hours. 24 hours from
beginni ng of next business
day
Sev 3 "Sov 3 Error'' means an Event th at : For Events reported during As appropri ate
(a) has minimal current impact on normal business hours. 24
the C lient. and (b) causes a 11ours from time of report.
malfunction of a non-essential For Events reported outside
Product feature. of normal business hou rs. 24
hours from beg inning of nexl
business day
2. Points of Con tact and Escalatio ns. II Client experiences an Even t. Clie nt may contact Rave's customer support hotline at 888-605-7163 ava ilable
24X7X365 or by e-mail al techsupport@r avewireless.com .
Non-Sev 1 Events are submitted via ema il attechsupport@ravewireless.com.
r-o r Sev 1 Even ts. Rave will provide continual support until the Event is resolved.
Client and Rave will exchange tick et numbers lor tr acking an Event beginning with the initial report of trouble. Client may be requi red to interface wit h
any third party hardware and software vendors. carriers or other service providers .
Client Contact Information (lor escalation or technica l i ssues)
Contact Namo & Title
1" Point of Contact
1" Escalation
2"" Escalation
Rave Wifeless. Inc. dl bla Rave Mobile Safel y
Masler License and Servoces Agreemenl
Vers1on 5 OIOecember 13. 2013 (Rev1sed 8 .31. 17)
Phone Mobi le Email
. 5 .
3. Carrier a nd Ot he r Servi ce Provider Related Service Guarantees. Rave does not provid e any se rvice levels or su pport with respect to any ca rri er
or other Thi rd Party Service Provider. Rave's so le responsibility with respect to carriers and other Thir d Party Service Provid ers 1'1ill be to make
commerc ially reasona ble efforts to ensure availability of such th ird party's services.
4 . Ch ang e Control ManagemenUUpda te Management.
A. Prod u ct Mod ifications by Rav e: Rave may modify Products from time to time to install bug fixe s and req uired updated (as deemed
appropria te by Rave).
B. Implementation o f Updates/Maintenance: Rave will ensure that any planned m ain tenance and update events within the Products
1'1ill be executed in a professional manner. Proper exe cution incl udes advance notific ation to Client by Rave.
C. Service Interruptions and Advanced Notili ca tion Requirements: Rave will provide Client wit h at least 72 hours advance notice v ia e-
ma il of all planned maintenance activitie s resulling in any service interruptions or poss ibility of any se rvice interruption that will ha ve
a direct impact on Services .
Rave shall perform emergency maintenance as ne cessary and 1'1ill. if p ossible. give advance notice the reof to Client. "Emergency" shall mean tha t Rave
has become aware of a problem that. if an immediate remedy i s not impleme nted . will pr eve nt Rave fro m continui ng to support and provide the elements
and aspects of the Services . E mergency downtim e outside of the main tenance wind ow will be counted as unsch ed uled downtime i n determin ing
whether Rave has achieved its service uptime goal.
5. Availability.
Rave will have no liability for unavailability of an y Services ca used. in whole or in part. by Client's use of the Services oth er than in accordance wi th the
terms and conditions of the Agre ement or the Documentatio n. by an y Desig na ted Inst itution's operation or En d Use rs use of th e Services ot her tha n in
accordance with Rave's applicable then-current Terms of Use. or for any causes beyond th e reasona ble cont ro l o f Rave or tha t are not reasonab ly
foreseeable to Rave. induding but not limited to . interruption or fail ure of telecommunication or digital transmission links and Internet slow-downs or
fail ures . the failure or unavailability of any services provi ded by Third Party Serv ice Providers or Emergency Se rvi ce Provid e rs. or any inac curacy or
insufficiency in any information rega rd ing End Users.
6. Service Credits.
Cred its for Failu re to Achie ve Service Level Standards : If Rave experiences any Severity 1 Downtime during a particula r month. Client shall also be
eligible to receive a credit equal to the pro ra ted dollar value of three (3) times the actual number of minutes during such mon th re la ted to the service
level fa ilure. "D owntime" means Ill!! total num b er of minutes during su cllrnonth tllal the Se rvice was unavailable at a Sev 1 Severity Code during thai
month .
7. Cre d i t Req u ests and Payment.
To request a credit. Clie nt mu st send an email to Rave at fi nance@rav cmobilesalety.com within ten (10) days of the end of the ca len da r month in which
the failure occurred. Client mus t in clude 111e Client Name. Con tact Name and em ail address. an d dates and limes or unavaila bility. If Rave confirms lh at
you are owe d Servi ce Credi ts. we will issue a credit to your account within ten (10) busines s days. Credits may on ly be use d aga inst futu re bi llin g
charges .
{Rema inder of Page lnten/ionally Left Blank .}
Rave Wifeless. Inc. d/b/a Rave Mobile Safely
Ma sler license ami Sef\liccs Agreement
Vers1on 5 0/0eccmbcr 13. ?.013 (Revised 8 .31 17)
. G .
RAVE
MOBILE SAFETY
LICENSE & SERVICES ORDER FORM ("ORDER FORM")
CLIENT INFORMATION:
CLIENT NAME ("C LIENT"): Jefferson City Police Department
ADDRESS : 401 Monroe St.
Jefferson City, Missouri 65101
CONTACT NAMEfTITLE: Deric Heislen I Captain
PHONE : (573) 634-6374
EMAIL: dheislen@jeffcitymo.org
INITIAL LICENSE TERM : February 1, 2019 through March 31 ,2024
FEES INFORMATION:
ANNUAL LICENSE FEES ·
Product Description Unit Qty Annual License Fee
Rap idSOS Service Data Seats 4.00 $0.00
Ra ve 9 11 S uite Standard Seats 4.00 $15,000.00
CAP inbound /outbound API for Rave Alert fo r Public Population 75 ,000 .00 $0.00 Safety
Premium SMS Messaging for Ra ve A lert for Public Populatio n 75 ,000 .00 $0.00 Safety
Rave Alert for Public Safety Population 75 ,000 .00 $5 ,000.00
Rave Alert fo r Public Safety Loaded Land lines Popu l ation 75 ,000 .00 $0.00
Rave Alert for Public Safety Procurement per 1,000 Po pu lat ion 75.00 $0.00 phone numbers
Rave Alert for Pub lic Safety Socia l Media Integration Population 75,000.00 $0.00
Annua l License Fee(s): s2o .ooo .oo 1
PROFESSIONAL SERVICES FEES ·
One-T ime Se rvi ce Description One-Time Fee
Premium SMS Messaging Setup $0.00
Rave 911 Setup and Configuration per PSAP $1 ,000 .00
Rave Alert for Public Safety One-Time Setup $1,000 .00
Total Set-Up Fee (s ): s2.ooo .oo 1
TOTAL FEES·
#of Years Cost Per Total
year Contract
Annual Fees: 5 $20 ,000 .00 $1 00,0 00.00
One-Time Fees (Set Up & Int egration): $2 ,000.00
Tot al Fees $102 ,00 0.00
Fees Payable Net 30 : s22,ooo.oo 1
STANDARD CONDITIONS :
1. Effective Date. The effective date of this Order Form will be the date of last execution as set forth in the signatu re block
below ("Effe ctive Date").
RAVE
MOBILE S A FET Y
2. Maste r License and Services Agreement. By signing this Order Form, Client agrees to be bound by all of the standard
terms and conditions of the Rave Mobile Safety Master License and Services Agreement which is expressly incorporated
by reference in th is Order Fo rm as set forth in the foll ow in g URL of Rave:
https://www.getrave .com/termspdf/RaveMLSA v.5.pdf ("Agreement") or as ot herwise att ached he ret o. A ny capitalized
terms used in this Order Form, unless specifically d efined herein, shall have the meanings assigned to them in the
Agreement. By signing this Order Form, Client agrees to license the Products listed above subject to all o f the terms and
co nd itio ns of the Ag reement and this Order Form. Client's offer to license t he P roduc ts becomes a b ind ing com mitment
upo n s ignin g of this O rder Form .by both Parties, subject to the execu t ion of a Professiona l Service Agreement between
the Parties within 90 days of the effectiv e date of this Order Form . The individua l representative of Cli ent executing th is
Order Form has full authority to bind Client and its Affiliates to the terms and cond itions of t he A g reeme nt.
3. Fees Paya ble . Cl ient sha ll p ay to Rave , or its designee , without offset or deduction, the Fees set forth in this Order Form
(or a related invoice in connection with any Renewal License Term) within thirty (30) days of the relevant Rave invoice.
Rave reserves the righ t to increase the above-referenced "Annua l Li cense Fees" (not to exceed 10% ann ua ll y) f oll owing
the Initial Li cens e Term or a ny Re newal License Term, as the case m ay be.
4. Rave Alert. Allows Cl ient to send an unlimited number of text, email and RSS messages usi ng the Rave Management
Co nsole. Text messages se nt via Rave Alert Peer-to-peer groups or Outb ound CAP A PI for Rave A lert over SMTP are
fre e, if th e prod uct defaults are ove rridden , text messages sent using other methods are $.03 per message. If applicable,
th ese ad ditional per message fees ($0.03 per SMPP message) are billed quarterly in arrears.
5. Rave Voice (if app licable ). Unlimited voice calls for ca lls made with in and to the contig uous con tinental Un ited Sta tes.
International and long distance rates may apply for other call s .
6. Purc hase Orders. Client agrees that if its inte rn al procedures requi re that a purchase order be issue d as a conditio n to
payment of any Fees due to Rave, Client will timely issue such purchase order to Rave . Notwiths tan d ing the foregoing ,
Client agrees that the absence of a purchase order or other ordering document may not be used as a defense to avoid or
excuse the performance of any of Client's obligations under the Agreement , including, bu t not lim ited to, payment of all
Fees due t o Rave .
7. Services. Client is responsible for supplying and ma intainin g, at its own expense, the required ha rdware and supplies to
run the related Product(s). In addition , th e above-referenced "Remote Se t-U p and Configuration" fees cove r an in itial one-
ti m e deploym ent. If Client m akes infrastructure or other c hanges (including, but not limited to , changes in it s location,
ca ll -taki ng equipment. carrier , network or othe r hardware ) that require re -deployment and additional testing of Services,
additional Set-Up and Confi gu ration fees may apply.
8. Rapid SOS Servic e Dat a A dditio n a l Terms and Cond ition s (if a pplica ble). In consideration of the additional location
and other data ("RapidSOS Service Data ") of RapidS OS . Inc. ("RapidSOS ") t hat may be made available by Rave to
C lient, as and when available and commercially reas onable for Rave , in its sole discretion, to provide as part of the
Services u nder the Agreement at no add itional charge , Clien t hereby understands and ag rees that: (i) the RapidSOS
Service Data is provided for informationa l purposes only and that RapidSOS Service Data should not replace oth er
emergency location information and should not be excl usively relied-upon in an emergency sce nario and is no t intended
to replace the services of pri mary safety and emergency respo nse services, (ii) Ra pidSOS will be provid i ng the Ra p idSOS
Service Data to a public safety answering point as a Third Party Service Provider t hat elects to provide such services
voluntari ly and without being required to do so by the Federal Commun ications Commission and Clie nt specificall y .
authorizes RapidSOS and its third-party partners (incl ud in g but not lim ited to device manu facturers, operating systems
providers an d application provide rs) to provide Client with Rap idSOS Service Data as part of the Services (i ii) Client shall
not use the RapidSOS Service Data in violation of any person's rights of privacy or rights to personality or otherw ise in
violation of any fiduciary re lationship or applicab le l aw , (iv) Th e Services are designed to automatically request RapidSOS
Service Data in conjunction with each wireless call pl aced to Clie nt. Rave sha ll have the rig ht to transmit all relevant
information to Rapid SOS in connection with each request for RapidSOS Service Data as part of the Services , inclu d in g,
without l imitation , the informa tion necessary to iden tify the specific device p lacing the related wi reless call (such as ANI or
Caller I D), and a means to identify the Client PS AP or juris dict ion of the Cl ient PSAP that received such wireless call; (v)
the RapidSOS Service Data is the Confidential Informa tion of RapidSOS ; and (vi) notwithstandin g Section 9.10 (No T hird
Party Beneficiaries) of th e Agreement, RapidS OS will be deemed to be an express th ird party be neficiary under Section
1.3 (Prod uct Restrictions) of the Agreement, all confi dent iality obl igations, and Section 5.2 (Cli ent Compliance) of the
Agreemen t , wi th res pect to t he restri ctions set forth th erein sole ly as it re lates to th e RapidSOS Service Data made
ava ilable as pa rt of the Services.
RAVE
MOOILE SAFETY
SPECIAL CONDITIONS:
Rave to provide and load land line data one time per year.
AGREED AND ACCEPTED:
RAVE WIRELES S, INC . d/b/a Rav e Mo bi le Safety
Signature :
Printed Name:
Title :
Date:
CLIENT: Jefferson City Police Department
Signature : )v..~t:ES====--:;r~
Printed Nam e: r ~ ~ J: LyoVQ_ I ( l J-::
Title: C , f) Jfc) m ; 11. r-.r -f.fc.h.-.
Date:
l J_/2t/ /~
~ 0 f> I I I 1° I. i ..-1"
SPECIAL CONDITIONS:
Rave to provide and load land line data one time per year
AGREED AND ACCEPTED:
--Print ed NameWi lliam C. Price
'
Title: Chi ef F in ancial Officer
Date: 1/3/fq _
CLIENT : Jefferson City Police Department
Signature : )4=> ~~
Printed Name: r ~ 'h-1 J: C.yc;.VQ_ I ( l J--::
Title: C, f) Jtd ,_,; tt t-.r .fft.f-..c, __
Da te:
l )_/ 2t/ )1