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HomeMy WebLinkAboutTIBURON, INC. 3 - 2009INSURANCE GN FILE: N-2009-146 WORK MAY r ZOCEED UNTIL INSUh~NCE EXPIRES -/ - ~~~ CLERK OF ~(UNCIL MASTER SUPPORT AGREEMENT _DATE: This'KA~'ster Support Agreement (this "Agreement") is entered into this 15 day of March 2009 (the "Effective (?' i ~ Date"), by and between the City of Santa Ana, a charter city and municipal corporation organized and existing ~ti'u ~~~~~ under the Constitution and laws of the State of California (the "Client") and Tiburon, Inc., a Virginia corporation with its principle place of business at 6200 Stoneridge Mall Road, Suite 400, Pleasanton, California, 94588 (hereinafter, "Tiburon") WHEREAS, the Client has determined that it desires to obtain from Tiburon certain support services relating to the Fire Department Response Management System; and WHEREAS, Tiburon is qualified to provide the support services specified in this Agreement and; subject to the terms and conditions set forth in this Agreement, Tiburon desires to provide such support services; NOW THEREFORE, in consideration of the mutual covenants contained herein, the Client and Tiburon hereby agree as follows: List of Exhibits Exhibit 1: Definitions Exhibit 2: Covered Applications Exhibit 3: Training Exhibit 4: Third-Party Support Contracts Exhibit 5: Site, System and Network Specifications Exhibit 6: Back Up Schedule and Procedures Exhibit 7: Warranty & Maintenance Support -Guidelines & Options 1. Definitions Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit 1 attached hereto and incorporated herein by this reference, unless otherwise defined herein. 2. Support 2.1. Basic Support. Subject to the terms and conditions set forth in this Agreement, Tiburon shall provide the following support for the Covered Applications ("Basic Support"). (a) Application Errors. Tiburon will correct Errors in any of the Covered Applications discovered by the Client in accordance with Tiburon's Warranty & Maintenance Support -Guidelines & Options, provided (a) the Client provides all information regarding such Error that may be requested by Tiburon in accordance with Section 5.1 hereof (Technical Service Requests], (b) such Error is reproduced by the Client in accordance with Section 5.4 hereof (Error Reproduction), and (c) the Client has provided Tiburon with remote access to the System as required under Section 5.2 hereof (Remote Access). (b) Client Support Center. Tiburon will provide toll-free telephone support for operational and technical assistance during Tiburon's normal support hours of 8:00 a.m. to 5:30 p.m. local time in the Client's time zone (not including weekends and Tiburon holidays). Tiburon reserves the right to charge reasonable call-out fees for any call received other than during Tiburon's normal support hours. (c) Account Manager. Tiburon will designate in writing a single individual to act as the Page 1 of 14 Santa Ana Master Su pport Agreement account manager for purposes of coordinating technical support as set forth herein (the "Account Manager"). The Account Manager shall ensure Tiburon's compliance with, and shall coordinate appropriate schedules in connection with, its obligations set forth herein. Tiburon may change the individual designated hereunder by providing the Client with advance written notice delivered in accordance with Section 24 hereof (Notices) designating the new individual authorized to act as the Account Manager. (d) Status Reports. Tiburon will provide the Client with a monthly status report (a "Monthly Status Report"). Each Status Report will include a summary of site activity and a summary of requests by the Client for technical services delivered in accordance with Section 5.1 hereof (Tiburon Service Requests). Additional information that may be contained in the monthly status report is described in Exhibit 7 (Warranty & Maintenance Support -Guidelines & Options). Each Monthly Status Report will be delivered to the Client in accordance with the notice provisions set forth in Section 24 hereof (Notices). (e) Back-Ups. Subject to the Client's obligations under Section 5.4 hereof (Maintenance and Back-Ups), Tiburon will (a) provide and maintain automated back-up scripts, (b) support database recovery and restoration procedures; and (c) provide database problem diagnosis and resolution support. (f) NFIRS, NCIC, NIBRS/UCR Updates. Tiburon will provide updates to the Covered Applications for Client use and installation in response to legal requirements mandated by National Fire Incident Reporting System (NFIRS), the National Crime Information Center (NCIC) and National Incident Based Reporting System /Uniform Crime Reporting (NIBRS/UCR) when such requirements necessitate modification(s) to the Source Code relating to any Covered Application and are necessary for the proper performance of the Covered Application. Any other changes, including but not limited to, those mandated or offered by any state, county, city or municipal governmental entity, as well as changes to any Protocols are outside the scope of this Agreement. (g) Database Administration (DBA) Support. DBA support will be provided in the manner as set forth in Section 4.3, "Level 1 DBA Support", of Exhibit 7 (Warranty & Maintenance Support -Guidelines & Options). (h) System Administration (SA) Support. SA support will be provided in the manner as set forth in Section 4.4, "Level 1 DBA Support", of Exhibit 7 (Warranty & Maintenance Support - Guidelines & Options). (i) Version Management Program. The Version Management Program (VMP) provides Clients with eligible products with ongoing product enhancements and new features. VMP will be provided in the manner as set forth in Section 4.5, "Version Management Program", of Exhibit 7 (Warranty & Maintenance Support -Guidelines & Options). 2.2. Support Options. In addition to Basic Support, the Client may purchase support options described in Exhibit 7 (Warranty & Maintenance Support -Guidelines & Options). The terms and conditions for each Support Option shall be set forth in a separate exhibit which, upon payment of the required annual fee for such Support Option, shall automatically become part of this Agreement and shall be subject to the terms hereof. The Client may discontinue any Support Option by providing Tiburon at least ninety (90) calendar days prior written notice identifying the Support Option to be discontinued; provided, however, that such discontinuance shall not be effective until the next occurring Payment Date. 2.3. Enhancements. From time to time, the Client may request Tiburon to provide under this Agreement services and materials to furnish, install and implement an Enhancement. The installation and implementation of such Enhancement shall be provided, at Tiburon's option, on a fixed-quote basis with payment milestones or on a time and material basis at Tiburon's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. No Enhancement shall be provided under Page 2 of 14 Santa Ana Master Support Agreement this Agreement unless (a) this Agreement is amended as necessary or appropriate to incorporate the Enhancement Terms relating to the Enhancement; (b) the Enhancement Terms are attached to this Agreement as a new exhibit and, except as specifically set forth therein, may be subject to the terms of this Agreement; (c) the Enhancement Terms include terms regarding final acceptance of the Enhancement; (d) the Enhancement Terms provide that, upon final acceptance of the Enhancement, Exhibit 2 to this Agreement shall be amended to incorporate the Enhancement as a Covered Application subject to the Client's payment of any necessary additional support fees relating to the Enhancement; and (e) the Enhancement Terms provide that, upon final acceptance of such Enhancement, the Software License Agreement shall be considered amended as necessary or appropriate to grant to the Client the appropriate rights to use the Enhancement, subject to payment in full of all amounts due under the Enhancement Terms. 2.4. Out of Scope Services. From time to time, the Client may request Tiburon to provide under this Agreement certain Out of Scope Services. Tiburon shall be under no firm obligation to perform any Out of Scope Services, but shall undertake to make a good faith effort to perform such services to the extent that it is capable of doing so without substantially interfering with its other obligations under this Agreement or with its obligations to its other clients. Any Out of Scope Services shall be provided, at Tiburon's option, on a fixed-quote basis with payment milestones or on a time and material basis at Tiburon's then current technical service rates plus all related travel, per diem and other expenses invoiced as incur. No Out of Scope Services shall be provided under this Agreement unless: (a) this Agreement is amended as necessary or appropriate to incorporate the terms relating to the Out of Scope Services; (b) those terms are attached to this Agreement as a new exhibit and, except as specifically set forth therein, may be subject to the terms of this Agreement; and, (c) those terms include agreed-to criteria regarding completion of the work, if applicable. 3. Term The term of this Agreement shall commence on the Effective Date and shall be in effect for a period of one (1) year. This Agreement may be renewed for subsequent one (1) year periods upon the written approval of both parties. 4. Fees and Payment 4.1. Annual Support Fees (a) Basic Support. The Client shall pay an annual fee for Basic Support for each of the Covered Applications. The amount of such annual fee shall be set forth on Exhibit 2 attached hereto and incorporated herein by this reference and shall be paid in advance on or prior to the expiration of any Warranty Period applicable to such Covered Application and, thereafter, on each Payment Date during the term of this Agreement. (b) Support Options. The Client shall pay an annual fee for any requested Support Options. The amount of such annual fee shall be set forth on the exhibit pertaining to such Additional Support Option and shall be paid on or prior to the commencement of any services relating to such Additional Support Option and, thereafter, on each Payment Date during the term of this Agreement unless such Additional Support Option has been discontinued in accordance with Section 2.7 hereof (Support Options). (c) Enhancements and Out of Scope Services. Payment shall be as stated in the applicable Enhancement/Out of Scope Services proposal. 4.2. Annual Adjustments. The fees payable pursuant to Section 4.1(a) and Section 4.1(b) hereof (Annual Support Fees) may be increased on an annual basis by five percent (5%) upon at least thirty (30) days prior written notice to the Client. Such increase shall become effective on the next occurring Payment Date. 4.3. Invoices. Invoices pursuant to Section 4.1 hereof shall be payable on or prior to each Page 3 of 14 Santa Ana Master Support Agreement Payment Date during the term of this Agreement or shall be payable within thirty (30) days of receipt unless otherwise specifically provided. 4.4. Consequences of Late Payment. Failure to pay any amount owing hereunder when such amount is due shall constitute a material default under this Agreement and would result in the termination of this Agreement in all or part. The Client shall reimburse Tiburon for all collection fees, including reasonable attorneys' fees and expenses, incurred by Tiburon in connection with the collection of any amount owing hereunder. Tiburon reserves the right to charge the Client an administrative fee to reinstate any part of its support that has lapsed due to nonpayment. The administrative fee shall equal ten percent (10%) of the then- current annual support fee for the lapsed support. Client Responsibilities 5.1. Tiburon Service Request. The Client shall provide all information requested by Tiburon necessary to complete its Tiburon Technical Service Request form for each request for technical services, Enhancements, and Out of Scope Services. 5.2. Remote Access. The Client shall install and monitor during the term of this Agreement a dedicated high-speed data connection and any other networking equipment specified by Tiburon to provide Tiburon remote access to the System. Tiburon shall not be responsible for any costs relating to the procurement, installation, maintenance and use of such equipment and all associated telephone use charges. Tiburon shall use the data connection solely in connection with the provision of its services hereunder. The Client shall run appropriate tests following each remote access as requested by Tiburon. If the Client fails to run necessary tests as required in this Section 5.2, Tiburon will provide such services and will charge the Client for such services at Tiburon's then current technical service rates plus all related travel, per diem and other expenses. 5.3. Physical Access. The Client shall provide Tiburon with physical access to the System at any time during normal business hours. After normal business hours, the Client shall ensure that one of the Technical Support Coordinators designated under Section 5.11 hereof (Technical Support Coordinators) can be reached by phone or pager to (a) provide physical access to the System within two (2) hours of Tiburon's request for such access, and (b) remain on-site until Tiburon determines that there is no longer a need for physical access. 5.4. Maintenance and Back-Ups. The Client shall ensure that maintenance and back-up activities relating to the Covered Applications and the System, including without limitation backing up databases and journal logs, purging out of date records and running reports and performing diagnostics as requested by Tiburon, are carried out in accordance with the schedule and methodology specified in Exhibit 6 (Back Up Schedule and Procedures) attached hereto and incorporated herein by this reference. 5.5. Data Input. The Client shall enter, update and maintain the input data as may be required by Tiburon for satisfactory operation of the Covered Applications, and be responsible for the accuracy of all Client-provided data. 5.6. Third-Party Product Support. The Client shall obtain, pay for and maintain in effect during the term of this Agreement the technical support contracts for certain Third-Party Products as specified on Exhibit 4 attached hereto and incorporated herein by this reference, and shall ensure that, in addition to authorizing the Client to request support services there under, each such support contract also expressly authorizes Tiburon to request support services there under on the Client's behalf. 5.7. System Security. The Client shall ensure that the security of the System conforms in all respects to the federal, state, and/or local mandated law enforcement telecommunications requirements. The Client shall ensure that no workstations have access to the Covered Applications other than those licensed by Tiburon to access the Covered Applications. Page 4 of 14 Santa Ana Master Support Agreement 5.8. System Change, Alteration, or Modification. The Client shall ensure that, with respect to each Covered Application, such Covered Application is installed only on the Authorized Server and only at the Authorized Site. The Client shall ensure that each Authorized Site conforms in all respects to the Site Specifications set forth on Exhibit 5 attached hereto and incorporated herein by this reference (the "Site, System and Network Specifications"). The Client shall ensure that no change, alteration or modification is made to the System Configuration without the express prior written consent of Tiburon; provided, however, that said consent is not intended to constitute in any manner Tiburon's approval, certification, endorsement, or warranty of the System Configuration or System performance. 5.9. Database Change Authorization. Client shall maintain a system to ensure that only authorized personnel have the ability to make changes to the Client's database and that a list of all such authorized personnel (and any updates thereto) be promptly delivered to the Tiburon Client Support Center. Each request for any change to a Client's database shall be accompanied by a signed letter of authorization from the Client's authorized department head, and shall contain all details of the requested change. Tiburon cannot assist Client personnel other than those on the most current authorization list. 5.10. Authorized Client Representative. The Client shall designate, in a written notice delivered in accordance with Section 24 hereof (Notices), a single individual to act as the Client's authorized representative for purposes of this Agreement (the "Client Representative"). Such individual (a) must be authorized to act on the Client's behalf with respect to all matters relating to this Agreement; (b) shall ensure the Client's compliance with its responsibilities under this Agreement; and (c) shall coordinate appropriate schedules in connection with Tiburon's services under this Agreement. The Client may change the individual designated hereunder by providing Tiburon advance written notice delivered in accordance with Section 24 hereof (Notices) designating the new individual authorized to act as the Client Representative. 5.11. Technical Support Coordinators. The Client shall designate, in a written notice delivered in accordance with Section 24 hereof (Notices), one or more individuals to act as the Client's technical support coordinator (a "Technical Support Coordinator"). The Client shall ensure that each Technical Support Coordinator designated hereunder shall have received the training required under Section 5.12 hereof (Training) and shall otherwise be familiar with the Covered Applications and the System. The Client shall ensure that, at all times, a Technical Support Coordinator is available (a) to screen operational assistance calls and handle operational problems, where appropriate; (b) to provide access to the System as required under Section 5.3 hereof (Physical Access); (c) to provide on-site technical assistance as required by Tiburon to aid Tiburon in performing its services hereunder; and (d) to review all Monthly Status Reports delivered hereunder and, if required, provide Tiburon with required direction regarding recommended preventative maintenance activities. The Client may change any individual designated hereunder by providing Tiburon with advance written notice delivered in accordance with Section 24 hereof (Notices) designating the new individual authorized to act as a Technical Support Coordinator. 5.12. Training. The Client shall ensure that all Technical Support Coordinators and other personnel have received the training specified on Exhibit 3 attached hereto and incorporated herein by this reference, and otherwise maintain sufficient personnel with sufficient training and experience to perform its obligations under this Agreement. 5.13 Error Reproduction. Upon detection of any Error in any of the Covered Applications, the Client shall provide Tiburon a listing of command input, resulting output and any other data, including databases and back-up systems, that Tiburon may reasonably request in order to reproduce operating conditions similar to those present when the Error occurred. 6. Exclusions 6.1. Failure to Observe Obligations. Basic Support provided hereunder is expressly conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof (Client Responsibilities) and in the Software License Agreement. Any Additional Support Option provided hereunder is Page 5 of 14 Santa Ana Master Support Agreement expressly conditioned on the observance of the responsibilities of the Client set forth in Section 5 hereof (Client Responsibilities), in the Software License Agreement and in the exhibit pertaining to such Additional Support Option as specified in Section 2.7. 6.2. Erroneous Reported Problems. If Tiburon performs diagnosis of erroneously reported problems, the Client may be charged for such services at Tiburon's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. 6.3. Failure of Remote Access. If the Client fails for any reason to provide remote access to the System as required by Section 5.2 hereof (Remote Access), Tiburon will, at the Client's request, provide on-site services to correct an Error to the extent otherwise required hereunder and will charge the Client for such services at Tiburon's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. 6.4. Unauthorized Modifications. Tiburon is under no obligation to correct any Error in any of the Covered Applications if the Error is due to a modification or alteration to such Covered Application in violation of the terms of the Software License Agreement or relates to any portion of such Covered Application that has been affected by software not developed and installed by Tiburon. Tiburon is under no obligation to correct any problems caused by any modification or alteration to any component of the System or to the System Configuration in violation of the terms of this Agreement or caused by software or hardware not developed and installed by Tiburon. If requested by the Client, Tiburon will provide technical support services to resolve such problems pursuant to Section 2.9 hereof (Out of Scope Services) and will charge the Client for such services at Tiburon's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. 6.5. Unauthorized Use. Tiburon is under no obligation to correct any Error in any of the Covered Applications or any problems with any other component of the System if such Error or other problem is caused by (a) accident, neglect, misuse or abuse on the part of any party other than Tiburon; (b) is due to exposure to conditions outside the range of the environmental, power and operating specifications provided by Tiburon in the Site Specifications delivered pursuant to Section 5.9 hereof (System Change, Alteration, or Modification); or (c) use of any of the Covered Applications or any other component of the System for any purpose other than that for which it was originally acquired. If requested by the Client, Tiburon will provide technical support services to resolve such problems pursuant to Section 2.9 hereof (Out of Scope Services) and wilt charge the Client for such services at Tiburon's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. 6.6. Third-Party Products. Tiburon shall have no responsibility for correcting or resolving any errors, defects or failures in any Third-Party Products. Tiburon's only obligation with respect to such Third-Party Products is to assist with the coordination of support services with the appropriate third-party vendor to the extent such support services are available to the Client. 6.7. Third-Party Product Compatibility. Tiburon shall have no responsibility for any Third-Party Product provided and installed on or integrated into the System by any other party without Tiburon's prior written authorization, including but not limited to responsibility for the installation and integration of any such Third-Party Products, the condition, operation and performance of any such Third- Party Products, the compatibility of any such Third-Party Products with the Covered Applications, and any impact any such Third-Party Products have on the overall operation or performance of any of the Covered Applications or any other component of the System. If requested by the Client, Tiburon will provide technical support services pursuant to Section 2.9 hereof (Out of Scope Services) to resolve any operation or performance problems relating to any of the Covered Applications or any other component of the System caused by any such Third-Party Products or to assist with the integration of any such Third-Party Products with or into any of the Covered Applications or any other component of the System. Tiburon will charge the Client for any such services at Tiburon's then current technical service rates plus all related travel, per diem and other expenses invoiced as incurred. Page 6 of 14 Santa Ana Master Support Agreement 6.8. General Disclaimer. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, Tiburon DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY OF THE COVERED APPLICATIONS OR ANY OTHER COMPONENT OF THE SYSTEM, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF SUITABILITY, MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT AND/OR FITNESS FORA PARTICULAR PURPOSE. 7. Protection of Confidential and Proprietary Information 7.1. All Client Confidential Information shall be held in strict confidence by Tiburon, and Tiburon shall not, without the Client's prior written consent, disclose such information to any person or entity other than to Tiburon's employees or consultants legally bound to abide by the terms hereof and having a need to know such information in connection with Tiburon's performance of the services hereunder, or use such information other than in connection with the performance of the services hereunder. The term "Client Confidential Information" shall include all Client data and other written information of a confidential nature clearly labeled by the Client as being confidential. Tiburon understands and agrees that the unauthorized use or disclosure of Client Confidential Information may irreparably damage the Client. In the event of Tiburon's breach or threatened breach of any of the provisions in this Section 7.1, the Client shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining Tiburon from any unauthorized use or disclosure of any Client Confidential Information. 7.2. All Tiburon Confidential Information shall be held in strict confidence by the Client, and the Client shall not, without Tiburon's prior written consent, disclose such information to any person or entity other than to the Client's employees or consultants legally bound to abide by the terms hereof and having a need to know such information in connection with the Client's performance of its obligations hereunder, or use such information other than in connection with the performance of its obligations hereunder. The term "Tiburon Confidential Information" shall include the Covered Applications and all other Tiburon software applications, whether or not licensed to the Client, as well as any written information disclosed by Tiburon to the Client under this Agreement, including, but not limited to, any trade secrets, confidential knowledge, data, information relating to Tiburon products, processes, know-how, designs, formulas, methods, developmental or experimental work, improvements, discoveries, plans for research, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and clients, information obtained through contact with Tiburon's clients, proprietary information of Tiburon's clients, and information regarding the skills and compensation of Tiburon's employees or other consultants. The Client understands and agrees that the Tiburon Confidential Information constitutes a valuable business asset of Tiburon, the unauthorized use or disclosure of which may irreparably damage Tiburon. In the event of the Client's breach or threatened breach of any of the provisions in this Section 7.2, Tiburon shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the Client from any unauthorized use or disclosure of any Tiburon Confidential Information. 7.3. Notwithstanding Section 7.1 or Section 7.2 hereof, neither Client Confidential Information nor Tiburon Confidential Information shall include information which the recipient can demonstrate by competent written proof (a) is now, or hereafter becomes, through no act or failure to act on the part of the recipient, generally known or available or otherwise part of the public domain; (b) is rightfully known by the recipient without restriction on use prior to its first receipt of such information from the disclosing party as evidenced by its records; (c) is hereafter furnished to the recipient by a third party authorized to furnish the information to the recipient, as a matter of right and without restriction on disclosure; or (d) is the subject of a written permission by the disclosing party to disclose. 7.4. Notwithstanding Section 7.1 or Section 72 hereof, or any other provision hereof, disclosure of Client Confidential Information or Tiburon Confidential Information shall not be precluded if: (a) such disclosure is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; provided, however, that the Page 7 of 14 Santa Ana Master Support Agreement recipient of such confidential information shall first have given notice to the other party and shall have made a reasonable effort to obtain a protective order requiring that the information to be disclosed be used only for the purposes for which the order was issued; (b) such disclosure is necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary; or (c) the recipient of such confidential information received the prior written consent to such disclosure from the disclosing party, but only to the extent permitted in such consent. 7.5. The obligations hereunder with respect to each item of Client Confidential Information and Tiburon Confidential Information shall survive the termination of this Agreement. 8. Insurance Tiburon shall procure at its own expense and maintain at all times while Tiburon is performing services under this Agreement at the Client's facilities, (a) a comprehensive general liability insurance policy including coverage for contractual liability for obligations assumed under this Agreement, blanket contractual liability products and completed operations and owner's and contractor's protective insurance; and (b) comprehensive automobile liability insurance policy including owned and non-owned automobiles. Liability coverage shall be equal to or greater than the limits for claims made under the California Tort Claims Act with minimum coverage of $1,000,000 per occurrence (combined single limit for bodily injury and property damage claims) or $1,000,000 per occurrence for bodily injury and $100,000 per occurrence for property damage. Liability coverage shall be provided on an "occurrence" basis. "Claims made" coverage will not be acceptable. Upon the Client's written request, Tiburon shall provide the Client with a certificate of insurance evidencing Tiburon's compliance with the requirements of this section. Any such certificate shall provide that coverage under the policy cannot be canceled and restrictive modifications cannot be made until at least thirty (30) days prior written notice has been given to the Client. Limitation of Liability Tiburon's liability to the Client for any claim, whether in tort, contract or otherwise, shall be limited to the annual maintenance fees paid hereunder for the period in which the cause of action occurred. IN NO EVENT SHALL Tiburon BE LIABLE TO ANY PARTY FOR LOSS OR DAMAGES DUE TO ERRORS IN ANY OF THE COVERED APPLICATIONS, OPERATOR ERROR, OR DATA CORRUPTION OR INACCURACIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF PROFIT OR BUSINESS, OR FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY AND REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE LAWS IN SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THE ABOVE LIMITATION OR EXCLUSION SHALL BE CONSTRUED SO AS TO GIVE IT THE MAXIMUM PRACTICAL EFFECT WITHOUT VIOLATING SUCH LAWS. 10. Informal Dispute Resolution 10.1. The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this Section 10.1. (a) If either party (the "Disputing Party") disputes any provision of this Agreement, or the interpretation thereof, or any conduct by the other party under this Agreement, that Page 8 of 14 Santa Ana Master Support Agreement. party shall bring the matter to the attention of the other party at the earliest possible time in order to resolve such dispute. (b) If such dispute is not resolved by the Account Manager and the Technical Coordinators responsible for the subject matter of the dispute within ten (10) business days, the Disputing Party shall deliver to the first level of representatives below a written statement (a "Dispute Notice") describing the dispute in detail, including any time commitment and any fees or other costs involved. (c) Receipt by the first level of representatives of a Dispute Notice shall commence a time period within which the respective representatives must exercise their best effort to resolve the dispute. If the respective representatives cannot resolve the dispute within the given time period, the dispute shall be escalated to the next higher level of representatives in the sequence as set forth below. (d) Escalation Timetable (Business Days) 0 to Stn 6th to 10th 11th to 15th If the parties are unable to resolve the dispute in accordance with the escalation procedures set forth below, the parties may assert their rights under this Agreement. Tiburon Reoresentative Director of Account Management Operations Manager Executive Officer Client Representative Captain Deputy Chief of Support Services Deputy Chief of Support Services 10.2. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with the informal dispute resolution procedures set forth in Section 10.1 hereof, the parties agree to continue without delay all their respective responsibilities under this Agreement that are not affected by the dispute. 10.3. In the event that the parties are unable to resolve a dispute by complying with the informal dispute resolutions procedures set forth in Section 10.1 hereof, the dispute shall be settled by arbitration in accordance with Section 16 hereof (Arbitration). 10.4. Notwithstanding the foregoing, either party may, before or during the exercise of the informal dispute resolution procedures set forth in Section 10.1, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of such informal dispute resolution procedures. 11. Termination 11.1. Termination for Failure of License. In the event that the license relating to any of the Covered Applications is terminated or becomes unenforceable for any reason, Tiburon's obligation to provide any support hereunder for such Covered Application shall immediately and automatically terminate. 11.2. Termination for Payment Defaults. In the event that the Client fails to pay when due all or any portion of the annual fees required under Section 4.1 hereof (Annual Support Fees), Tiburon may immediately, and without further notice to the Client, terminate this Agreement or suspend all or any portion of the services hereunder for all or any portion of the Covered Applications until the Client's account is brought current. 11.3. Termination for Other Defaults. Subject to completion of the dispute resolution procedures set forth in Section 10.1 hereof (Informal Dispute Resolution), in the event that either party hereto Page 9 of 14 Santa Ana Master Support Agreement materially defaults in the performance of any of its obligations hereunder (other than payment defaults covered under Section 11.2 hereof), the other party may, at its option, terminate this Agreement, by providing the defaulting party thirty (30) days' prior written notice of termination delivered in accordance with Section 24 hereof (Notices), which notice shall identify and describe with specificity the basis for such termination. If, prior to the expiration of such notice period, the defaulting party cures such default to the satisfaction of the non-defaulting party (as evidenced by written notice delivered by the non-defaulting party in accordance with Section 24 hereof), termination shall not take place. 11.4. Termination Without Cause. Either party hereto may terminate this Agreement without cause by providing the other party at least ninety (90) days' prior written notice of termination delivered in accordance with Section 24 hereof (Notices). The effective date for any termination pursuant to this Section 11.4 shall be the next occurring Payment Date. 11.5. Consequences of Termination. Upon termination of this Agreement for whatever reason, (a) Tiburon shall be under no further obligation to provide support or any other services hereunder; (b) Tiburon shall return to the Client all Client Confidential Information in Tiburon's possession and shall certify in a written document signed by an officer of Tiburon that all such information has been returned; (c) the Client shall return to Tiburon all Tiburon Confidential Information in the Client's possession (including, without limitation, all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment or other documents or property relating to such Tiburon Confidential Information and all copies of any of the foregoing (in whatever medium recorded) but not including any such information licensed to the Client under the Software License Agreement) and shall certify in a written document signed by the Client Representative identified in Section 5.10 hereof (Authorized Client Representative) that all such information has been returned. All provisions of this Agreement that by their nature would reasonably be expected to continue after the termination of this Agreement shall survive the termination of this Agreement. 12. Independent Contractor Status The Client and Tiburon are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other and shall have no power or authority to bind or obligate the other in any manner to any third party. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party. 13. Assignment Neither party hereto may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Tiburon may assign this Agreement to its successor in connection with a sale of its business without obtaining consent of any party. Subject to the foregoing, each and every covenant, term, provision and agreement contained in this Agreement shall be binding upon and inure to the benefit of the parties' permitted successors, executors, representatives, administrators and assigns. 14. No Third Party Beneficiaries This Agreement is entered into for the sole benefit of the Client and Tiburon and, where permitted above, their permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a parry to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in connection with this Agreement. Page 10 of 14 Santa Ana Master Support Agreement 15. Governing Law All questions concerning the validity, operation, interpretation, construction and enforcement of any terms, covenants or conditions of this Agreement shall in all respects be governed by and determined in accordance with the laws of the State of California without giving effect to the choice of law principles thereof. The United Nations Convention on the International Sale of Goods shall not apply to any transactions contemplated by this Agreement. 16. Arbitration All questions concerning the validity, operation, interpretation, construction and enforcement of any terms, covenants or conditions of this Agreement, or the breach thereof, must be submitted to and resolved by final and binding arbitration by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The parties understand and agree that the arbitration will be instead of any civil litigation, except that either party may petition a court for a provisional remedy pursuant to Code of Civil Procedure Section 1281.8, and that the arbitrator's decision will be final and binding to the maximum extent permitted by law and enforceable by any court having jurisdiction thereof. 17. Venue All legal proceedings brought in connection with this Agreement may only be brought in a state or federal court located the State of California. Each party hereby agrees to submit to the personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in connection with this Agreement. 18. Advice of Counsel Each party hereto has been afforded the opportunity to consult with counsel of its choice before entering into this Agreement. 19. Amendment No amendment or other modification of this Agreement shall be valid unless pursuant to a written instrument referencing this Agreement signed by duly authorized representatives of each of the parties hereto. 20. Waiver In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and signed by an authorized representative of the party against whom enforcement of such waiver would be sought, it being intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances specifically addressed by such waiver or to any future events, even if such future events involve facts and circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right, benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement. Page 11 of 14 Santa Ana Master Support Agreement 21. Force Majeure Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement (and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if both of the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable precautions, and cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work-around plans, or other means; and (2) the failure or delay is caused, directly or indirectly, by reason of fire or other casualty or accident; strikes or labor disputes; inability to procure raw materials, equipment, power or supplies; war, terrorism or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency or intergovernmental body other than a party hereto; or any other act or condition beyond the reasonable control of the non-performing party. Upon the occurrence of an event which satisfies both of the above conditions (a "Force Majeure Event"), the non- performing party will be excused from any further performance of those obligations under this Agreement affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non- performing party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. Upon the occurrence of a Force Majeure Event, the non- performing party will immediately notify the other party by telephone (to be confirmed by written notice within two (2) business days of the failure or delay) of the occurrence of a Force Majeure Event and will describe in reasonable detail the nature of the Force Majeure Event. 22. Severability If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. 23. Entire Agreement This Agreement sets forth the final, complete and exclusive agreement and understanding between Tiburon and the Client relating to the subject matter hereof and supersedes all quotes, proposals understandings, representations, conditions, warranties, covenants, and all other communications between the parties (oral or written) relating to the subject matter hereof. Tiburon shall not be bound by any terms or conditions contained in any purchase order or other form provided by the Client in connection with this Agreement and any such terms and conditions shall have no force or effect. No affirmation, representation or warranty relating to the subject matter hereof by any employee, agent or other representative of Tiburon shall bind Tiburon or be enforceable by the Client unless specifically set forth in this Agreement. 24. Notices All notices, requests, demands, or other communications required or permitted to be given hereunder shall be in writing addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at the facsimile number where sent; (c) one (1) business day after being deposited with a reputable overnight air courier service; or (d) three (3) business days after being deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre-paid and return receipt requested. All notices and other communications regarding default or termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre-paid and return receipt requested. Either party may from time to time change the notice address set forth below by delivering notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective. Page 12 of 14 Santa Ana Master Support Agreement If to Tiburon: Tiburon, Inc. 6200 Stoneridge Mall Road Suite 400 Pleasanton, CA 94588 Attention: VP of Contracts Phone: 925-621-2700 Fax: 925-621-2791 If to the Client City of Santa Ana Fire Department Deputy Chief of Support Services -Dave Thomas 1439 South Broadway Santa Ana, CA 92707 Phone: 714-647-5788 Fax: 714-647-5733 25. Construction The paragraph and section headings used in this Agreement or in any exhibit hereto are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly provided herein. 26. Counterparts This Agreement may be signed in two or more counterparts, each of which shall constitute an original, and both of which shall constitute one and the same document. 27. Intellectual Property Ownership CompuDyne shall retain all title and interest in and to each of the Covered Applications and all Derivative Works, Maintenance Modifications, Enhancements and Documentation] with respect thereto and all Tiburon Confidential Information. (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK) Page 13 of 14 Santa Ana Master Support Agreement SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUI?AR ~ ,~1 ~ DAVID N. REAM Clerk of the Council City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Atto y By: ~' RECOMMENDED FOR APPROVAL: Tiburon, Inc. Jos Straka As ~ tant City Attorney ~/v U~1 ~- L~-~~ J BY: MARC MARTIN Fire Chief ~ ~ ~-- Name: M is Szymane c ,'~ Title: VP Finance (/ Page 14 of 14 Santa Ana Master Support Agreement EXHIBIT 1 To Master Support Agreement DEFINITIONS This exhibit is attached to, incorporated into, and forms a part of the Agreement, dated March 15, 2009, between Tiburon and the Client. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. 1. "Account Manager" is defined in Section 2.6(c) (Account Manager) of the Agreement. 2. "Additional Support Option" is defined in Section 2.7 (Support Options) of the Agreement. 3. "As-Built Specifications" shall mean, with respect to any of the Covered Applications, the specifications for such Covered Application delivered to the Client upon the Client's acceptance of such Covered Application, as the same may be modified or supplemented from time to time to reflect Enhancements provided hereunder. 4. "Authorized Server" shall mean, with respect to any of the Covered Applications, the server identified as corresponding to such Covered Application on Exhibit 2 attached to the Agreement and incorporated therein by reference. 5. "Authorized Site" shall mean, with respect to any of the Authorized Servers, the address and room number identified as corresponding the such Authorized Server on Exhibit 2 attached to the Agreement and incorporated therein by reference. 6. "Basic Support" is defined in Section 2.6 (Basic Support) of the Agreement. 7. "Client" is defined in the preamble to the Agreement. 8. "Client Confidential Information" is defined in Section 7.1 (Protection of Confidential and Proprietary Information) of the Agreement. 9. "Client Representative" is defined in Section 5.10 (Authorized Client Representative) of the Agreement. 10. "Communications Interfaces" shall mean ethernet networking, serial connectivity to net clock and ANI/ALI, serial connectivity to HACMP, national, state and local governments, TCP/IP or other routing statements. 11. "Covered Application" shall mean each software application developed by Tiburon in accordance with the As-Built Specifications relating thereto which application is identified as a Covered Application on Exhibit 2 attached to the Agreement and incorporated therein by reference, including all Maintenance Modifications thereto, all Derivative Works thereof, and all related Documentation. 12. Database Administration (DBA) Support shall mean services available to Clients to assist in the administration of the system database. 13. "Derivative Works" shall mean, with respect to any Covered Application, any translation, abridgement, revision, modification, or other form in which such Covered Application may be recast, transformed, modified, adapted or approved after the Effective Date. Page 1 of 3 Master Support Agreement Exhibit 1. Definitions 14. "Dispute Notice" is defined in Section 10.1 (Informal Dispute Resolution) of the Agreement. 15. "Disputing Party" is defined in Section 10.1 (Informal Dispute Resolution) of the Agreement. 16. "Documentation" shall mean, with respect to any Covered Application, those printed instructions, manuals, and diagrams pertaining to and furnished with such Covered Applications. 17. "Effective Date" is defined in the preamble to the Agreement. 18. "Enhancement" shall mean, with respect to any Covered Application, a computer program modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new functions to, such Covered Application and that is integrated with such Covered Application after the Effective Date, or that is related to a given Covered Application but offered separately by Tiburon after the Effective Date. 19. "Enhancement Terms" shall mean, with respect to any Enhancement provided pursuant to the Agreement, the mutually negotiated terms and conditions specifically relating to an Enhancement and included as part of the Agreement in accordance with Section 2.8 (Enhancements) thereof. 20. "Error" shall mean, with respect to any Covered Application, a defect in the Source Code for such Covered Application that prevents such Covered Application from functioning in substantial conformity with the As-Built Specifications pertaining thereto. 21. "Maintenance Modification" shall mean, with respect to any Covered Application, a computer software change integrated with such Covered Application during the term of the Agreement to correct any Errors therein, but that does not alter the functionality of such Covered Application or add new functions thereto. 22. Status Report" is defined in Section 2.6(d) (Status Reports) of the Agreement. 23. "Object Code" shall mean computer programs assembled or compiled from Source Code in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse-assembly, reverse-compiling, orreverse-engineering. 24. "Out of Scope Services" shall consist of any services provided under this Agreement that are outside the scope of those services specifically and expressly identified under, and provided pursuant to, Section 2,6 (Basic Support), Section 2.7 (Support Options) or Section 2.8 (Enhancements) of the Agreement. 25. "Payment Date" shall mean [December 31] [March 31] [June 30] [September 30] of each year during the term of this Agreement. 26. "Priority 1 Call" shall mean a call requesting technical support for an Error in any Covered Application or a failure of the Authorized Server on which such Covered Application is installed that prevents continued use or operation of the System, impacts all or substantially all operators using the System, halts or severely impacts critical System operations or endangers the integrity of any database on any of the Authorized Servers. The term Priority 1 Call shall not include calls requesting technical support relating to a problem encountered with substantially less than all functions of a Covered Application or all records of a database on any of the Authorized Servers, or to a failure in individual components of the network communications equipment, communications lines, terminals, workstations, printers, terminal servers or modems. Tiburon shall have exclusive authority for determining whether a Technical Service Request constitutes a Priority 1 Call. 27. "Site Specifications" is defined in Section 5.9 (System Change, Alteration, or Modification) of the Agreement. Page 2 of 3 Master Support Agreement Exhibit 1, Definitions 28. "Software License Agreement" shall mean any software license agreement between Tiburon and the Client pursuant to which Tiburon has granted a limited license to use the Covered Applications in accordance with the terms and conditions thereof, as the same may be amended or otherwise modified from time to time. 29. "Source Code" shall mean computer programs written in higher-level programming languages, sometimes accompanied by English language comments. Source Code is intelligible to trained programmers and may be translated to Object Code for operation on computer equipment through the process of compiling. 30. "System" shall mean the Client's computer automated system consisting of the Covered Applications combined with any of the Authorized Servers, the operating systems installed on each of the Authorized Servers, any database or other third party software products installed on any of the Authorized Servers, any PC or other workstation equipment having access to any of the Covered Applications, any Communications Interfaces installed on any of the Authorized Servers, any network communications equipment and any other third party software, wiring, cabling and connections and other hardware relating to any such Authorized Servers, workstation or network communications equipment located at any of the Authorized Sites. 31. "System Configuration" shall mean the configuration for the System other than the Covered Applications existing as of the Effective Date together with any modifications or alterations thereto permitted hereunder, including without limitation the configuration of the Authorized Servers, any operating system installed on any of the Authorized Servers, any database or other third party software products installed on any of the Authorized Servers, any PC or other workstation equipment having access to any of the Covered Applications, any network communications equipment and any other third party software, wiring, cabling and connections and other hardware relating to any such Authorized Server, workstation or network communications equipment located at any of the Authorized Sites. 32. "Technical Support Coordinator" is defined in Section 5.11 (Technical Support Coordinators) of the Agreement. 33. "Third-Party Products" shall mean all software and hardware components of the System other than the Covered Applications. 34. "Tiburon" is defined in the preamble to the Agreement. 35. "Tiburon Confidential Information" is defined in Section 7.2 (Protection of Confidential and Proprietary Information) of the Agreement. 36. "Warranty Period" shall mean, with respect to any Covered Application, the warranty period for such Covered Application set forth on Exhibit 2 attached to the Agreement and incorporated therein by reference. Page 3 of 3 Master Support Agreement Exhibit 1. Definitions EXHIBIT 2 To Master Support Agreement COVERED APPLICATIONS This exhibit is attached to, incorporated into, and forms a part of the Agreement, dated March 15, 2009, between Tiburon and the Client. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. Tiburon will provide the Basic Support described in Section 2.1 (Basic Support) of the Agreement for the software applications identified in the table below. The annual fee for such support shall be as set forth in the table below. Such support will commence upon the expiration of any applicable Warranty Period as set forth in the table below. CLIENT# M1301-09 Covered Application Hours 24x7 or Authorized Site Make, Model, Serial Number of Authorize Maintenance Period Annual Fee g~ Server Period Start Date Sto Date 24 Seven 8X5 120 W. Dell Power-Edge 12 Mo 3/15/09 3/14/01 $9,956 Incident System Walnut 6600. SN: #79LYD41 NFIRS & Street, Workstations Santa Ana, Calif. 92701 Telestaff 8x5 120 W. Dell Power-Edge 12 Mo 3/15/09 3/14/01 $116 Interface Walnut 6600. SN: #79LYD41 Street, Santa Ana, Calif. 92701 CAD Adaptor 8x5 120 W. Dell Power-Edge 12 Mo 3/15/09 3/14/01 $3,647 Interface Walnut 6600. SN: #79LYD41 Street, Santa Ana, Calif. 92701 Total $13,719 Page 1 of 1 Master Support Agreement Exhibit 2, Covered Applications EXHIBIT 3 To Master Support Agreement TRAINING This exhibit is attached to, incorporated into, and forms a part of the Agreement, dated March 15, 2009, between Tiburon and the Client. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. o Code setup and review o Portal Navigation o Personnel Management o Rosters and Activities o Fire Incident Input o EMS Patient Care Input Page 1 of 1 Master Support Agreement Exhibit 3, Training EXHIBIT 4 To Master Support Agreement THIRD-PARTY SUPPORT CONTRACTS This exhibit is attached to, incorporated into, and forms a part of the Agreement, dated March 15, 2009, between Tiburon and the Client. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. None Page 1 of 1 Master Support Agreement Exhibit 4, Third Party Support Contrails EXHIBIT 5 To Master Support Agreement SITE, SYSTEM AND NETWORK SPECIFICATIONS This exhibit is attached to, incorporated into, and forms a part of the Agreement, dated March 15, 2009, between Tiburon and the Client. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. The Site System and Network Specifications shall follow this cover-page. Page 1 of 1 Master Support Agreement Exhibit 5, Site, System and Network Specifications EXHIBIT 6 To Master Support Agreement BACKUP SCHEDULE AND PROCEDURES This exhibit is attached to, incorporated into, and forms a part of the Agreement, dated March 15, 2009, between Tiburon and the Client. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. The Back Up Schedule and Procedures shall follow this cover-page. Page 1 of 1 Master Support Agreement Exhibit 6, Back Up Schedule and Procedures EXHIBIT 7 To Master Support Agreement WARRANTY 8~ MAINTENANCE SUPPORT - GUIDELINES ~ OPTIONS This exhibit is attached to, incorporated into, and forms a part of the Agreement, dated March 15, 2009, between Tiburon and the Client. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. The Warranty & Maintenance Support -Guidelines & Options shall follow this cover-page. Page 1 of 1 Master Support Agreement Exhibit 7, Warranty 8~ Maintenance Support -Guidelines & Options HAVE BEEN TO THE INSURED NA 7HE INDICATED. 7ANDMIG ANY REOIJIT, 7EIlM OR CONdiION OF ANY CONTRACTOR OTHER DOCUMENT YYITH RESPECT TO 1fYIMCH TH18 CERTIFIP.ATE MAY BE ISSUED OR MAY PERTAIN, THE INSVRANCE AFFORDED BY THE POLICES DESCRIBED HEREIN M SUBJECT Tb ALl THE TERMS, EXCLUSIONS AND CONDITIONS OF 8UCH POLICES. AGOREOATE LNMTB 8H0'WN MAY HAVE BEEN REDUCED 8Y PAID ClA1MS. ~ ~ Y EFFBCTNE ~~ EXPIRATION LT 'R NBRa TYPE OF EISURANCE POLICY NUM9ER LIMtB OE NER#L LMJIE.11'1f EACHOCXrURRENCE S 1 OOO OOO A X OOMMERCIAL GENERAL LuJ~IUTY 3591-10-23 9/1/2009 9/1!1010 i 1 000 000 CUUMB MAC x[] D~~ MAD EXP (Aty ana : l0 000 PERSONAI. a ADV INJURY s 1000 000 GENERALAGGREOATE i 2 OOO OOO OENL AOOREGATE LIMIT APPLIES PER: PRODUCTS - COMPlOP AGG i 2 OOO OOO PRO- P000Y JECT LDC B AUTOMOBLELMBE.lTY 7355-87-29 9f1/1009 9/1/20]0 CONBgrEDSINGLEUMrt' i 1 000 000 A X ANY AUTO 7355-B7-27 (VA) 9/12009 9/12010 (Ea aocidK~Q , , A~IJ.OWNEDAUT06 APP VED O ~O BooILYINJURY SCHEDULED AUTOS l~rP~~) : ~ X FIRED AUTOS .~ BODILY INJURY i }{} (PeraeddarN) NONdNMEDAUTOS r J o s e ~~ ~ Straka PfLpPFJtTY DAMAGE Assist~lnt ~ Attprne (~~^~ _ }~;KXXXXX GARAOE LIABLRY AUTO ONLY - EA ACCIDENT S NOT APPLICABLE ANY AUTO OTHER THAN EA ACC i X~ AUTO ONLY: AGG S Q~ ExcESS-uMeR~u LMaILIrY EACH ~~~~ 10 000 000 D X OCCUR ~ CLAIMS MADE Ol 1785819 9/12009 9/12610 AGOREGV4TE i O OOO OOO UMBI~LLA i XXXXX}IX ^ ARM DEDUCTXiLE i }QQ~Q{}Q{ X RETENTpN i lO QOO i XX}~~Q~ C V~gRKdIBCOMPENBAl1DNAND 7173-97-17 9/12009 4/1/2010 }{ A EIXPLOYEIM'LUIBIUTY 1 000 000 qpy ppOpR1ETOR1PA1[iN~J~7fFGUfNE E.L EACH ACCIDENT , , oFFlCERfAEMiER E1~WD®i H r ~h.~er E.LDISEASE-EA9NPLOYEE S 1,000,000 . w T10 apECta~PeowaaNarw ,. EL DISEASE-POLICYUMIT S 1,000,000 OTHER A [mhOstionflaaper 359]-10-23 9112009 9112010 Limr:S5,000,000 Dedachbla: Slo,ooo DEBCRIPTIDN OF OPERATIONSILDCATgN81YEliCLE91E]CCLU810N8 ADDED BY ENDDRSEAENTfBPEpAL PROVISIONS 0 7 YO V3000 SIiOULO ANY OF THE ABOVE DEECIAlED POLX~ BE CANCELLW BEFORE THE EXAttATpN Santa Ma oGce Department 0117E THEREOF, rIE IesuNG NSIl1tBt wrLL ENDEAVOR To MAIL "ice onYa wRrrTEN 8(1 Civic ter PI8Z8 NOTICE TO THE CERTFICATE HOLDER MIMED TO THfi LEFT. Bur FAILURE To 0o sb iIIALL _ Santa Ar)~:'CA ~~ ~ O IMPOSE NO oeI.XIATX)N OR LIAMLITY OF ANY IOhlo UPON THE M16URER, TTB A6ENTa oR . REPRESBlTATNES, AUTHORQED Z... .. l Y-~. ,; ~ e~ f av ACORD46{2pp1/O81 For~Ywao~~nyrAlnylhhea611r~Y,a0a1MO11M~YdhIMTre~uwft~dona~w~~Ms.dr eowaaavop~car. ACARDCORP[]RATbM7BRR