HomeMy WebLinkAboutItem 26 - Agreement for Data Analytics and Visualization_20251126164046995Police Department
www.santa-ana.org/pd
Item # 26
or City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 2, 2025
TOPIC: Data Analytics and Visualization Services
AGENDA TITLE
Agreement with Peregrine Technologies, Inc. for Data Analytics and Visualization
Services (Non -General Fund - SLESA)
RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Peregrine Technologies, Inc.
for data analytics and visualization services in the amount of $760,200 for a three-year
period beginning December 15, 2025, and expiring December 14, 2028, with two
optional one-year extensions at a cost of $261,000 for the first extension, $268,830 for
the second extension, and an additional $100,000 for data sources, for a maximum
amount not to exceed $1,390,030 over a five-year term. (Agreement No. A-2025-XXX)
GOVERNMENT CODE 484308 APPLIES: Yes
DISCUSSION
The Police Department is seeking to procure data visualization and analytics services
via Peregrine Technologies' cloud -based platform. This system will significantly
improve the Police Department's efficiency and effectiveness in several ways.
Advanced Search Tool
The Peregrine system will aggregate data from a variety of sources to provide a unified
search tool. This will allow results to come from several internal systems at once. As
an example, a detective can review a case and obtain crime report information from the
Records Management System (RMS) alongside booking information from the Jail
Management System (JMS) and body -worn camera footage from the digital evidence
system. This aggregation process will also collate and link information from different
systems. All of this will enhance the Police Department's ability to solve crimes.
Analytical Tool
The Peregrine system will provide advanced analytical capabilities to the Police
Department. This will improve the Department's transparency as it will be much better
Data Analytics and Visualization Services
December 2, 2025
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equipped to provide statistics and other information to the community and elected
officials. The Peregrine system includes tools to do longitudinal analysis to measure
how crime and other quality of life issues change over time. The system can provide
information based on geography such as Council wards or neighborhood
associations. These analytical tools will also enhance the Department's leaders' ability
to make strategic, data -driven decisions.
Data Sharing Platform
The Police Department will be able to share data with local law enforcement agencies,
which will allow it to leverage information from other agencies in its efforts to solve
crimes. Other local agencies will be able to build off of the work done by the Santa Ana
Police Department in their investigative efforts. Many of these key data sources from
neighboring agencies are only available through Peregrine. Two examples of these are
mug shots from the Orange County Jail and crime reports from the Anaheim Police
Department. This will help prevent criminals from eluding capture by simply crossing a
city boundary. The Department will retain full control over with which agencies it shares
data and can ensure that State law and City policies are followed.
The Police Department is proposing to execute a three-year agreement with Peregrine
for the professional services to upload Santa Ana Police data into the platform as well
as access to all of the platform's tools for $760,200. This amount includes integration of
current Police Department data sources such as Computer Aided Dispatch, RMS,
Axon's Evidence.com, JMS, etc. This agreement allows for two optional one-year
extensions at an additional cost of $529,830. An additional $100,000 is included for
unanticipated data sources that may need to be added to the system in the future, for a
total not to exceed amount of $1,390,090. An unanticipated data source may occur if
the department changes any of its current systems, i.e. switching from the existing RMS
to a new RMS.
The Peregrine system was selected as a sole source purchase. Santa Ana Municipal
Code, Section 2-807(d), authorizes the City to make non -bid purchases of services,
supplies, materials, and equipment whenever it shall appear that there is only one
reasonably available source. Staff researched available procurement options and
product offerings in the market and determined that the data visualization and analysis
system offered by Peregrine Technologies meets the Police Department's
specifications.
Peregrine has proprietary, patented algorithms for de -duplication and merging of data,
which will automatically clean the data to enhance its value for searching and
analysis. Further, the system has existing integration capabilities for the primary
systems used by the Police Department, thereby substantially reducing the time and
effort to provide a usable solution. Finally, this system is already in use in a number of
local law enforcement agencies including the Orange County Sheriff's Department and
Data Analytics and Visualization Services
December 2, 2025
Page 3
the Anaheim Police Department. The Santa Ana Police Department will immediately
have access to these storehouses of data.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
Funding is available in the FY 25-26 budget and funding for subsequent fiscal years will
be included in the proposed budgets for City Council consideration as follows:
Fiscal
Accounting Unit -
Fund Description
Accounting Unit,
Amount
Year
Account No.
Account Description
Supplemental
SLESA, Computer
FY 25-26
12814407-66511
Law Enforcement
Software
$ 273,400
Services Fund
Subscriptions
Supplemental
SLESA, Computer
FY 26-27
12814407-66511
Law Enforcement
Software
$ 273,400
Services Fund
Subscriptions
Supplemental
SLESA, Computer
FY 27-28
12814407-66511
Law Enforcement
Software
$ 273,400
Services Fund
Subscriptions
Supplemental
SLESA, Computer
FY 28-29
12814407-66511
Law Enforcement
Software
$ 281,000
Services Fund
Subscriptions
Supplemental
SLESA, Computer
FY 29-30
12814407-66511
Law Enforcement
Software
$ 288,830
Services Fund
Subscriptions
TOTAL
$1,390,030
The annual amounts above are estimates and subject to change, pending unanticipated
data sources that may be added to the system in future years.
EXHIBIT(S)
1. Agreement with Peregrine Technologies, Inc.
Submitted By: Robert Rodriguez, Police Chief
Approved By: Alvaro Nunez, City Manager
Docusign Envelope ID: 9BDBD300-F972-4CC8-8D30-40FE04AAD195
u Peregrine
PEREGRINE CUSTOMER ORDER FORM & SCOPE OF SERVICES
Customer Information
Customer Name: Santa Ana Police Contact: Chief Robert Rodriguez
Department
Address: 60 Civic Center Plaza
Santa Ana, CA 92701 Phone: (714) 245-8001
Email: RRodriguez@santa-ana.org Fax: N/A
Peregrine Services
Effective Date: December 15, 2025
Initial Term: From the Effective Date through December 14, 2028 ("Initial Term").
Service Fee: The following fee schedule is available to the Customer if Order Form is signed on
or before December 12, 2025. Unless otherwise terminated as set forth in the Terms and
Conditions, Customer shall pay Peregrine a service fee annually for the Term as follows:
a. $253,400 within 30 days of the Effective Date
b. $253,400 within 30 days of the December 15, 2026
c. $253,400 within 30 days of the December 15, 2027
The Customer has the option to continue use of the Service for up to two (2) optional annual
terms as follows:
d. Option Year 1: $261,000 within 30 days of December 15, 2028
e. Option Year 2: $268,830 within 30 days of December 15, 2029
Users: Customer may allow an unlimited number of employees of the Santa Ana Police
Department to access and use the Service.
Onboarding and Training Services: Peregrine will provide Customer with introductory training
sessions, as reasonably needed, that provide an overview of the Service, background on
accessible data sources as of the Effective Date and an introduction to the analytic capabilities
of the Service. Peregrine will provide additional training, including refresher sessions and
advanced training modules, from time to time upon mutual agreement of the parties.
Professional Services: The initial Customer Data sources and systems that Peregrine will
integrate with the Service for Customer are: Central Square CAD; Central Square RMS; ATIMS
JMS; Axon Evidence.com; Custom RIPA database; Crossroads, InTime; IA Pro; AVL SQL Server;
and Smart Communications.
The Customer is responsible for any third -party API or data access fees.
Copyright 2022, Peregrine Technologies, Inc. All rights reserved. Copyright extends to all pages of this
document.
Docusign Envelope ID: 9BDBD300-F972-4CC8-8D30-40FE04AAD195
u Peregrine
11/14/2025
Any additional data integrations or custom functionality shall be subject to mutual written
agreement of the parties, including with respect to fees. All additional data integration services
or new functionality and corresponding fees will be set forth in a statement of work.
For clarity, Peregrine will provide any other Professional Services and additional data integration
services in accordance with Section 2.2 of the Terms and Conditions.
Peregrine services are provided subject to the terms set forth above on this Order Form together
with the attached terms and conditions (the "Terms and Conditions"), Attachment A: Statement of
Work, Attachment B: Service Level Agreement, and all together with this Order Form, the
"Agreement"). Any capitalized term used in this Order Form but not defined herein shall have the
meaning ascribed to it in the Terms and Conditions. By signing this Order Form, Peregrine and
Customer each agree to the terms and conditions set forth in this Agreement. In the event of any
conflict between this Order Form and the Terms and Conditions, the terms of this Order Form shall
govern to the extent of such conflict. This Order Form may be executed in counterparts (which may
be delivered by electronic mail of .pdf files), each of which counterparts, when so executed and
delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall
constitute one and the same instrument.
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Docusign Envelope ID: 9BDBD300-F972-4CC8-8D30-40FE04AAD195
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year
first written above.
DATE:
ATTEST:
Jennifer L. Hall
City Clerk
F.V9UIT133A D1 I-T.VV 0X06
Sonia R. Carvalho
City ttomey
By:
Tamara Bogosian
Senior Assistant City Attorney
RECOMMENDED FOR APP VAL:
L
Robert Rodriguez
Chief of Police
CITY OF SANTA ANA
Alvaro Nunez
City Manager
PEREGRINE TECHNOLOGIES, INC.:
Signed by:
Nicholas Noone
President and CEO
Copyright 2022, Peregrine Technologies, Inc. All rights reserved. Copyright extends to all pages of this
document.
Docusign Envelope ID: 9BDBD300-F972-4CC8-8D30-40FE04AAD195
`/ Peregrine 11/14/2025
Peregrine Customer Terms and Conditions
These Peregrine Customer Terms and Conditions govern the provision of the services described on
the attached Order Form ("Order Form") by Peregrine Technologies, Inc. ("Peregrine") to the Santa
Ana Police Department ("Customer"). By executing an Order Form with Peregrine, Customer agrees
to be bound by these Terms and Conditions.
1. Definitions.
"Aggregated Data" has the meaning specified in Section 6.1.
"CJIS Security Policy" means the FBI CJIS Security Policy document as published by the FBI CJIS
Information Security Officer, currently located at https://www.fbi.gov/services/cjis/cjis-security-
policy-resource-center.
"Client -Side Software" means any software in source or object code form that Peregrine makes
available for use in connection with the Service, including Peregrine's mobile application(s).
"Criminal Justice Information Services Division" or "CJIS" means the FBI division responsible for the
collection, warehousing, and timely dissemination of relevant criminal justice information to the FBI
and to qualified law enforcement, criminal justice, civilian, academic, employment and licensing
agencies.
"Customer Data" means any of Customer's data, information, documents or electronic files that are
provided to Peregrine via the Service or otherwise in connection with this Agreement, including any
databases Customer procures from third party vendors for Peregrine's integration with the Service;
provided that, for purposes of clarity, Customer Data as defined herein does not include Aggregated
Data.
"Documentation" means the materials supplied by Peregrine hereunder, in any media, including any
and all installer's, operator's and user's manuals, training materials, guides, functional or technical
specifications or other materials for use in conjunction with the Service.
"Personal Information" means any information that, individually or in combination, does or can identify
a specific individual or by or from which a specific individual may be identified, contacted, or located,
including without limitation all data considered "personal data", "personally identifiable information",
or something similar under applicable laws, rules, or regulations relating to data privacy.
"Professional Services" has the meaning specified in Section 2.2.
"Service" means Peregrine's proprietary platform that assists Users with criminal investigations and
police leadership decision making, consisting of a hosted web -based interface and the Client -Side
Software. For purposes of this Agreement, the Service is exclusive of Professional Services that may
be rendered upon mutual agreement of the parties in accordance with Section 2.2.
"SOW" has the meaning specified in Section 2.2.
"Third Party Data" means any third party databases that Peregrine licenses from third party vendors
and makes accessible via the Service. For clarity, Third Party Data does not include any Customer
Data.
"Third Party Products" means any third -party products provided with, integrated with, or incorporated
into the Service, including Third Party Data.
"Users" means the individuals authorized by Customer to use the Service in accordance with the
terms in the Order Form (including number and type of individuals who may access the Service) and
that have been supplied user identifications and passwords by Peregrine.
2. Provision of the Service and Additional Services.
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2.1. Service. During the Term and subject to the terms and conditions of this Agreement, including
payment of the fees set forth on the Order Form, Customer may: (a) access and use the Service for
up to the number of Users set forth in the Order Form, (b) download and reproduce the applicable
Documentation solely for internal use in association with the Service, and (c) download, install, and
use any Client -Side Software in support of Customer's use of the Service, in each case on a
nonexclusive, non -transferable, and non-sublicensable basis and solely for Customer's internal
business purposes. Peregrine shall provide Customer with authentication credentials for individual
Users upon written request from authorized personnel of Customer, (ii) onboarding and training
services as set forth in the Order Form ("Onboarding and Training Services"), and (iii) telephone and
standard technical support to Customer during normal business hours ("Technical Support"). Except
as set forth herein, Peregrine shall, at its sole cost and expense, provide all facilities and equipment
that may be necessary for Peregrine to perform the Services.
2.2. Professional Services. The Service includes Professional Services to integrate identified
Customer Data sources into the platform, including data extraction, translation, and integration into the
Service; configuration; and implementation, to enable effective use of the Service and support
Customer's adoption of the platform. Further, these included Professional Services incorporate
maintenance of the ongoing integration of Customer Data into the Service including but not limited to
updates required due to source schema changes for those Customer Data sources and systems
identified on the Order Form. Except as set forth in the Order Form, in the event that Customer requests
that Peregrine perform data integration, configuration or implementation services regarding the
Service, including integration of Customer Data or Third Party Data and creation of specific
modifications to the Service (but excluding any Onboarding and Training Services), Peregrine will
discuss the scope and fees for such services and, if agreed, such work will be performed pursuant to
a statement of work executed by the parties and referencing this Agreement that describe such scope
and fees (an "SOW," and such services, the "Professional Services"). Any fees associated with the
Professional Services shall be set forth in the applicable SOW and Customer shall pay such fees in
accordance with Section 4.2 below. To the extent the Professional Services result in any software
code or other tangible work product ("Work Product"), all such Work Product will remain owned solely
and exclusively by Peregrine and may be used by Customer solely in connection with Customer's
authorized use of the Service under this Agreement. Customer shall permit Peregrine access to
Customer's offices and any other facilities necessary for Peregrine to provide the Professional
Services.
2.3. Access and Policies. Customer will permit Peregrine access to Customer's offices and any
other facilities necessary for Peregrine to provide the Service, Onboarding and Training Services,
Technical Support, and any Professional Services. Peregrine agrees to, and cause its personnel to,
abide by Customer's facilities access and use policies as provided by Customer to Peregrine in writing
in advance of any on -site visits, subject to the Customer's reasonable access security policies, and
acknowledges Customer may require escorted access. Access may also include remote access to
Customer Data and the Customer's production platform for the Service, where agreed upon by the
parties and as necessary to provide the Service (including Technical Support and Professional
Services) described herein. Peregrine agrees to comply with the CJIS Security Policy in connection
with its access to Customer Data, including CJIS-defined policies for remote access. Peregrine
acknowledges that this Agreement may be subject to approval by the California Department of Justice
("CA DOJI and that failure to obtain and maintain CA DOJ approval shall constitute a material breach
subject to Section 11.2.
Consistent with Customer's reasonable access security policies, Customer may request and Peregrine
shall provide to Customer proof of background screening, clearances, or vetting, as applicable, for
Peregrine personnel supporting Peregrine services detailed in this Agreement, provided such
information is applicable to the covenants herein, is under Peregrine's control, and Peregrine is
lawfully able to disclose such information. The Parties understand that the final responsibility for
maintaining the security and confidentiality of criminal justice information maintained by Customer,
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subject to the services provided by Peregrine, rests with the individual agency head and access to
the screening and clearances performed by Peregrine are subject to Customer review. If Customer
determines Peregrine personnel background and security clearances do not comport or comply with
the law, Peregrine shall coordinate and provide to Customer all information necessary to allow
Customer can conduct background security screening of Peregrine personnel, at Customer's
expense.
2.4. Compliance with Applicable Laws. Each party and its agents shall comply with all laws
applicable to the performance or receipt, as applicable, of the Service hereunder.
2.5. Licenses and Permits. Peregrine and its employees, agents, and any subcontractors have,
and will maintain at their sole cost and expense, all licenses, permits, qualifications, and approvals of
whatsoever nature that are legally required to practice their respective professions. In addition to the
foregoing, Peregrine and any subcontractors shall obtain and maintain during the term of this
Agreement valid business licenses from Customer as required by law.
2.6. Nondiscrimination and Equal Opportunity. Peregrine shall not discriminate, on the basis of a
person's race, religion, color, national origin, age, physical or mental handicap or disability, medical
condition, genetic information, marital status, sex, sexual orientation, gender or gender identity,
against any employee, applicant for employment, subcontractor, bidder for a subcontract, or
participant in, recipient of, or applicant for any services or programs provided by Peregrine under this
Agreement. Peregrine shall comply with all applicable federal, state, and local laws, policies, rules,
and requirements related to equal opportunity and nondiscrimination in employment, contracting, and
the provision of any services that are the subject of this Agreement, including but not limited to the
satisfaction of any positive obligations required of Peregrine thereby.
2.7. Suspension. Notwithstanding anything to the contrary in this Agreement, Peregrine may
temporarily suspend Customer's and any User's access to any portion or all of the Service if: (a)
Peregrine reasonably determines that (i) there is a threat or attack on the Service; (ii) Customer's or
any User's use of the Service disrupts or poses a security risk to the Service or to any other customer
or vendor of Peregrine; (iii) Customer, or any User, is using the Service for fraudulent or illegal
activities; (iv) subject to applicable law, Customer has ceased to continue its business in the ordinary
course, made an assignment for the benefit of creditors or similar disposition of its assets, or become
the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (v)
Peregrine's provision of the Service to Customer or any User is prohibited by applicable law; or (vi)
any Customer Data submitted, posted, or otherwise transmitted by or on behalf of Customer or an
User through the Service may infringe or otherwise violate any third party's intellectual property or
other rights; (b) any vendor of Peregrine has suspended or terminated Peregrine's access to or use
of any Third Party Products required to enable Customer to access the Service; or (c) if Customer fails
to pay any undisputed fees when due (any such suspension described in subclauses (a), (b), or (c),
a "Service Suspension"). Peregrine shall use commercially reasonable efforts to provide written
notice of any Service Suspension to Customer and to provide updates regarding resumption of access
to the Service following any Service Suspension. Peregrine shall use commercially reasonable efforts
to resume providing access to the Service as soon as reasonably possible after the event giving rise
to the Service Suspension is cured. Peregrine will have no liability for any damage, liabilities, losses
(including any loss of data or profits), or any other consequences that Customer or any User may
incur as a result of a Service Suspension.
2.8. Third Party Products. Peregrine may from time to time make Third Party Products available to
Customer or Peregrine may allow for certain Third Party Products to be integrated with the Service.
For purposes of this Agreement, such Third Party Products are subject to their own terms and
conditions. Peregrine is not responsible for the operation of any Third Party Products and makes no
representations or warranties of any kind with respect to Third Party Products or their respective
providers. If Customer does not agree to abide by the applicable terms for any such Third Party
Products, then Customer should not install or use such Third Party Products. By authorizing Peregrine
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to transmit Customer Data from Third Party Products into the Service, Customer represents and
warrants to Peregrine that it has all right, power, and authority to provide such authorization.
2.9. Open Source Components. Certain aspects of the Service, such as the Client -Side Software,
may contain or be distributed with open source software code or libraries ("Open Source
Components"). Peregrine will provide a list of Open Source Components for a particular version of
any distributed portion of the Service, such as the Client -Side Software, on Customer's request. To
the extent required by the license applicable to such Open Source Components: (a) Peregrine will use
reasonable efforts to deliver to Customer any notices or other materials (such as source code); and
(b) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this
Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement
with respect to any particular Open Source Component, such restrictions will not apply to such Open
Source Component. To the extent the terms of such licenses require Peregrine to make an offer to
provide source code or related information in connection with the Open Source Component, such
offer is hereby made. For purposes of clarity, Open Source Components are Third Party Products.
3. Customer Responsibilities.
3.1. Generally. Customer is responsible for all activities that occur under User accounts. Customer
also shall: (a) ensure it has all rights necessary for Peregrine to integrate the Customer Data with the
Service; (b) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and
appropriateness of all Customer Data; (c) prevent unauthorized access to, or use of, the Service, and
notify Peregrine immediately of any unauthorized access or use; (d)-ensure each User has its own
unique account on the Service and that Users do not share their account credentials with one another
or any third party; and (e) comply with all applicable laws in using the Service. Customer agrees to
provide its Users with the applications necessary to run the Service as set forth in the Documentation.
3.2. Use Restrictions. Customer shall not use the Service for any purposes beyond the scope of
access granted under this Agreement. Without limiting the generality of the foregoing, Customer shall
not, and shall ensure Users do not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign,
distribute, time share or otherwise commercially exploit or make the Service available to any third
party; (b) send spam or otherwise duplicative or unsolicited messages via the Service; (c) send or
store infringing or unlawful material; (d) send or store material containing software viruses, worms,
Trojan horses or other harmful computer code, files, scripts, agents or programs; (e) interfere with or
disrupt the integrity or performance of the Service or the data contained therein; (f) attempt to gain
unauthorized access to the Service or its related systems or networks; (g) copy, modify, or create
derivative works based upon the Service or any component thereof; (h) reverse engineer,
disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software
component of the Service or any component thereof; (i) use the Service in any manner or for any
purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right
of any third party or that violates any applicable law; (j) access or use the Service for purposes of
competitive analysis of Peregrine or the Service, the development, provision, or use of a competing
service or product, or any other purpose that is to Peregrine's detriment or commercial disadvantage;
or (k) input, upload, transmit, or otherwise provide to or through the Service any information or
materials, including Customer Data, that are unlawful or injurious in any way
3.3. CJIS Requirements. Customer certifies that it and its Users will comply with the following CJIS
requirements: (a) Customer agrees to use training, policy and procedures to ensure Users use proper
handling, processing, storing and communication protocols for Customer Data and any Third Party
Data; (b) Customer agrees to protect the Service and any Third Party Data by monitoring and auditing
staff user activity to ensure that it is only within the purview of system application development,
system maintenance and the support roles assigned; (c) Customer will only provide access to the
Service and any Third Party Data through Customer -managed role -based access and applied sharing
rules configured by Customer; (d) Customer acknowledges that the platform shall create and retain
activity transaction logs to enable auditing by Peregrine staff, CJIS and any Third Party Data owners;
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(e) Customer agrees to perform independent employment background screening for its staff at
Customer's own expense; and (f) Customer agrees to reinforce staff policies for creating User
accounts with only one Customer domain email address for each User, with exceptions only as
granted in writing by Peregrine.
3.4. Operation Restrictions. Under certain circumstances, it may be dangerous to operate a
moving vehicle while attempting to operate a laptop, mobile device or other touch screen and any of
their applications. Customer agrees that the Users will be instructed to only utilize the interface for the
Service at times when it is safe to do so. Peregrine is not liable for any accident caused by a result of
distraction such as from viewing the screen while operating a moving vehicle.
3.5. Customer Logo. Peregrine may use Customer's name and logo in Peregrine's lists of
customers provided that such use will comply with any standard trademark guidelines provided by
Customer to Peregrine.
3.6. Feedback. If Customer or any of its employees or contractors sends or transmits any
communications or materials to Peregrine by mail, email, telephone, or otherwise, suggesting or
recommending changes to the Service, including without limitation, new features or functionality
relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Peregrine is free
to use such Feedback irrespective of any other obligation or limitation between the parties governing
such Feedback.
3.7. Availability and Updates. The Peregrine platform is provided as a hosted service designed
for continuous availability, with routine maintenance performed as needed. Peregrine shall ensure that
Customer has access to the most current, secure, and reliable version of the platform. Updates,
patches, and enhancements are included as part of this Agreement and are released in the ordinary
course of Peregrine's product Iifecycle. All such updates are delivered uniformly across Peregrine's
customer base, and Peregrine does not provide customer -specific modifications or release
schedules. The platform is operated as a standardized, multi -tenant service, and all customers receive
access to the same core features as part of a unified product release cycle.
4. Fees & Payment.
4.1. Fees. Customer shall pay the fees for the Service as specified in the Order Form and in any
SOWs. All fees are non-refundable except to the extent otherwise expressly set forth in this
Agreement.
4.2. Payment Terms. Except as set forth on the Order Form, Customer shall pay all fees within
forty-five (45) days of Peregrine issuing an invoice.
4.3. Taxes. Peregrine's fees do not include any local, state, federal or foreign taxes, levies or duties
of any nature ("Taxes"). Customer is responsible for paying all Taxes, excluding only taxes based on
Peregrine's income. If Peregrine has the legal obligation to pay or collect Taxes for which Customer
is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer
unless Customer provides Peregrine with a valid tax exemption certificate authorized by the
appropriate taxing authority.
5. Proprietary Rights. The "Peregrine Technology "means (a) the Peregrine name, the Peregrine
logo, and other trademarks and service marks; (b) audio and visual information, documents, software
and other works of authorship, including training materials; (c) other technology included in the
Service, including Client -Side Software, graphical user interfaces, workflows, products, processes,
algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or
intangible technical material or information provided by Peregrine under this Agreement; and (d) the
work product or other results of Professional Services. Peregrine owns and shall retain all rights in the
Peregrine Technology. Otherthan as expressly set forth in Section 2.1 above, no license or other rights
in or to the Peregrine Technology or related intellectual property rights are granted to Customer or
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Users, and all such licenses and rights are hereby expressly reserved to Peregrine. For clarity,
"Peregrine Technology" does not include Customer Data.
6. Data Access, Sharing and Security.
6.1. Customer Data. Peregrine may access, reproduce, and use Customer Data to provide the
Service, including to provide Technical Support, Onboarding and Training Services and any
Professional Services. Customer agrees that Peregrine may generate technical logs, data and insights
about Customer's usage of the Service (e.g., frequency of logins) ("Peregrine Insights") and may use
the Customer Data in aggregated and anonymized form that does not individually identify any person
or entity, including Customer or its Users ("Aggregated Data") for Peregrine's internal business
purposes and to operate and improve Peregrine's proprietary software and services, and that
Peregrine shall own the Peregrine Insights and the Aggregated Data. Peregrine shall destroy Peregrine
Insights and Aggregated Data on termination of this Agreement. Peregrine may choose to terminate
the provision of any Customer Data via the Service if the provision of such data may be harmful to the
Service, as determined by Peregrine in its reasonable discretion.
6.2. CJIS Security Policy. Peregrine has implemented procedures to allow for adherence to the
CJIS Security Policy. The hosting facility for the Service uses access control technologies that meet
or exceed CJIS requirements. In addition, Peregrine has installed and configured solid network
intrusion prevention appliances for adherence to the CJIS Security Policy.
6.3. Third Party Data. Any Third Party Data that Peregrine may provide via the Service is governed
by the third party owner's retention policy. Peregrine does not provide any warranties with respect to
any Third Party Data and Peregrine may choose to terminate the provision of any Third Party Data via
the Service if Peregrine's applicable rights to such Third Party Data terminate or the provision of such
data may be harmful to the Service, as determined by Peregrine in its reasonable discretion.
6.4. Processing of Personal Information. Peregrine's rights and obligations with respect to
Personal information it collects directly from individuals are set forth in Peregrine's Privacy Policy
<https://peregrine.io/privacy-policy/>. Personal Information included within Customer Data and
processed by Peregrine on behalf of Customer is governed by this Agreement.
6.5. Sensitive Information; Marking Requirements. To the extent Customer provides Customer
Data that Customer considers to be sensitive, proprietary, restricted, or otherwise requiring sensitive
treatment ("Sensitive Information"), Customer is solely responsible for providing appropriate
markings to designate the applicable Customer Data as Sensitive Information. Customer shall provide
Peregrine with documentation and/or instructions in writing with sufficient detail for Peregrine to
identify and distinguish content that is Sensitive Information within other provided Customer Data.
Customer shall (a) mark Sensitive Information on its face, (b) make the appropriate designations for
Sensitive Information in document metadata, (c) provide Peregrine with a table or other list of Sensitive
Information that contains sufficient detail to identify the Sensitive Information; or (d) identify Sensitive
Information to Peregrine in some other mutually agreed upon method. Peregrine shall not be
responsible for failure to designate Sensitive Information with specific access control status based on
Customer failure to provide sufficient information to identify Sensitive Information.
6.6. Authorized Sharing Customer may share its Customer Data with one or more third parties
solely to support Customer's operational needs, provided such sharing is expressly permitted in a
separate written agreement between Peregrine and Customer. This includes, without limitation, the
establishment of memoranda of understanding (MOUs) or similar arrangements between Customer
and other users of the platform, which may govern the terms of such data sharing. Any such sharing
will occur only as specifically authorized by Customer and implemented by deliberate configuration
within the Service. Customer Data will not otherwise be disclosed to any third party.
6.7 Data Disposition Customer may request in writing that specific Customer Data be removed
from the Platform or that Peregrine limit access to such data. Upon receipt of such written request,
Peregrine will, in accordance with the timelines and procedures agreed upon by the parties, take
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commercially reasonable steps to comply with the request, including deletion, anonymization, or
access restriction of the identified Customer Data. Notwithstanding the foregoing, Peregrine may
retain copies of such data solely to the extent required by applicable law, regulation, or internal backup
and archival policies, provided that such retained data remains subject to the confidentiality and data
protection obligations set forth in this Agreement.
7. Confidentiality.
7.1. Definition of Confidential Information. The term "Confidential Information" means all
confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party
("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably
should be understood to be confidential given the nature of the information and the circumstances of
disclosure, including Customer Data, any Third Party Data, the Service, the Documentation, the
Peregrine Technology, business and marketing plans, technology and technical information, product
designs, and business processes.
7.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of
the Disclosing Party except to perform its obligations or exercise its rights under this Agreement,
except with the Disclosing Party's prior written permission on a case -by -case basis. Each party agrees
to protect the confidentiality of the Confidential Information of the other party in the same manner that
it protects the confidentiality of its own proprietary and confidential information of like kind, but in no
event with less than reasonable care. If the Receiving Party is compelled by law or a government
authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing
Party with prior notice of such compelled disclosure (to the extent practicable and legally permitted)
and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the
disclosure.
7.3. Exceptions. The parties' obligations in Section 7.2 shall not apply to any information that: (a)
is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (b)
was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any
obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party
without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party
without breach of any obligation owed to the Disclosing Party.
7.4. Public Records Acts. Peregrine acknowledges that Customer is a public entity and may be
governed by applicable laws, rules, or regulations relating to public records (each a "Public Records
Act"). Nothing in this Section 7 shall prevent Customer from disclosing Confidential Information for
purposes of complying with an applicable Public Records Act to the extent legally required.
7.5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any
Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall
have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such
acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may
cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.
8. Warranties & Disclaimers.
8.1. Warranties. Each party represents and warrants that it has the legal power and authority to
enter into this Agreement. Peregrine represents and warrants that (i) it will provide the Service in a
professional manner consistent with the standards observed by a competent practitioner of the
profession in which Peregrine is engaged, and (ii) the Service will perform in accordance with and
otherwise substantially conform to its associated documentation.
8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, PEREGRINE MAKES NO
WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH
RESPECT TO THE SERVICE, THE PEREGRINE TECHNOLOGY, ANY THIRD PARTY DATA AND ANY
OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT. PEREGRINE HEREBY
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SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON -INFRINGEMENT, TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Indemnification.
9.1. Indemnification by Peregrine. Peregrine shall at its expense defend Customer and its officers,
directors, officials, agents, volunteers and employees ("Customer Indemnified Parties") against any
claim made or brought against any Customer Indemnified Party by a third party alleging that the
Service as provided to Customer and when used in accordance with this Agreement infringes any
intellectual property rights of a third party (each, a "Customer Claim"), and shall indemnify and hold
Customer Indemnified Parties harmless from and against any and all liability, loss, damage, claims,
expenses, and costs, including without limitation, attorney's fees, awarded by a court or agreed to by
Peregrine in a settlement with respect to such Customer Claim; provided, that Customer (a) promptly
gives written notice of the Customer Claim to Peregrine; (b) Customer shall reasonably consult with
Peregrine regarding material aspects of the defense and consider in good faith any input provided by
Peregrine and (c) provides to Peregrine, at Peregrine's cost, all reasonable assistance in the defense
and settlement of the Customer Claim. Peregrine shall have no obligation under this Section 9.1 or
otherwise regarding claims that arise from or relate to (i) Customer's use of the Service other than as
contemplated by this Agreement, (ii) any modifications to the Service made by any entity other than
Peregrine (where the liability would not have arisen but for such modification), (iii) any combination of
the Service with services or technologies not provided by Peregrine (where the liability would not
have arisen but for such combination), (iv) Customer's use of the Service or portion thereof after
Peregrine has terminated this Agreement or such portion of the Service in accordance with this
Section 9.1, or (v) Third Party Products. If in Peregrine's opinion a Customer Claim is likely to be made,
or if an existing Customer Claim may cause Peregrine liability, Peregrine may in its discretion (x) obtain
a license to enable Customer to continue to use the potentially infringing portion of the Service, (y)
modify the Service to avoid the potential infringement, or (z) if the foregoing cannot be achieved after
using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion
of the Service and refund the amount of any pre -paid fees applicable to the portion of the terminated
Services to be provided after the termination date.
9.2. Indemnification by Customer. To the extent permitted by applicable law, Customer shall at its
expense defend Peregrine and its officers, directors, officials, agents, volunteers and employees
("Peregrine Indemnified Parties") against any claim made or brought against any Peregrine
Indemnified Party by a third party based on: (a) Customer's or any User's negligence, gross
negligence, fraud, or willful misconduct; (b) Customer's or any User's use of the Service in a manner
not authorized by this Agreement; or (c) Customer Data or Peregrine's authorized use of such
Customer Data (each, a "Peregrine Claim"), and shall indemnify and hold Peregrine Indemnified
Parties harmless from and against any and all liability, loss, damage, claims, expenses, and costs,
including without limitation, attorney's fees, awarded by a court or agreed to by Customer in a
settlement with respect to such Peregrine Claim; provided, that Peregrine (i) promptly gives written
notice of the Peregrine Claim to Customer; (ii) Peregrine shall reasonably consult with Customer
regarding material aspects of the defense and consider in good faith any input provided by Customer
and (iii) provides to Customer, at Customer's cost, all reasonable assistance in the defense and
settlement of the Peregrine Claim.
9.3. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND
PEREGRINE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED
CLAIMS BY THIRD PARTIES RELATING TO THE SERVICE OR ITS USE.
10. Limitation of Liability.
10.1. Exclusion of Consequential and Related Damages. EXCEPT FOR A PARTY'S BREACH OF
SECTION 7, A PARTY'S INDEMNIFICATION AND DEFENSE OBLIGATIONS, OR A PARTY'S GROSS
NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY HAVE ANY
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LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER
CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,
WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
10.2. Liability Cap. IN NO EVENT SHALL PEREGRINE'S AGGREGATE LIABILITY ARISING OUT OF
OR RELATING TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE,
EXCEED THE TOTAL AMOUNTS PAID TO PEREGRINE UNDER THIS AGREEMENT IN THE TWELVE
(12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
11. Term & Termination.
11.1. Term of Agreement. This Agreement commences on the Effective Date and continues for the
duration of the term set forth on the Order Form ("Term"), unless earlier terminated in accordance
with the Order Form or Section 11.2
11.2. Termination for Cause. A party may terminate this Agreement for cause upon thirty (30) days
written notice of a material breach to the other party if such breach remains uncured at the expiration
of such period. If the breach cannot reasonably be cured within such period, the breaching party may
be afforded additional time as reasonably necessary to complete the cure, provided it commences
cure efforts within the thirty (30) day period and continues to pursue such cure diligently and in good
faith. In the event of a termination caused by a material breach of this Agreement, the Customer shall
be refunded for any services paid for and not provided.
11.3. Data. Upon expiration or termination of this Agreement, Peregrine shall have no obligation to
maintain or provide any Customer Data or Third Party Data. Unless legally prohibited, Peregrine shall
delete all Customer Data in its systems or otherwise in its possession or under its control.
Notwithstanding the foregoing or any other provision of this Agreement, Peregrine may use in
perpetuity any Aggregated Data.
11.4. Survival. The following provisions shall survive termination or expiration of this Agreement:
Sections 4, 5, 6.1, 6.3, 7, 8, 9, 10, 11.3, 11.4, and 12.
12. General Provisions.
12.1. Insurance. Peregrine shall maintain the insurance coverages described on Appendix A:
Insurance.
12.2. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint
venture, agency, fiduciary or employment relationship between the parties. There are no third -party
beneficiaries to this Agreement. At all times during the term of this Agreement, Peregrine shall be an
independent contractor and shall not be an employee of Customer. Except as Customer may specify
in writing, Consultant shall have no authority, express or implied, to act on behalf of Customer in any
capacity whatsoever as an agent. Peregrine shall have no authority, express or implied, pursuant to
this Agreement to bind Customer to any obligation whatsoever.
12.3. Peregrine's Books and Records. To the extent required by applicable laws, rules, or
regulations, Peregrine shall maintain any and all records or documents evidencing or relating to
charges for services or expenditures and disbursements charged to the Customer under this
Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final
payment to Peregrine to this Agreement. All such records shall be maintained in accordance with
generally accepted standards and shall be made available for inspection, audit, and/or copying during
regular business hours, upon written request of the Customer.
12.4. Force Majeure. Neither party shall be liable by reason of any failure or delay in performance
of its obligations under this Agreement (except for the payment of money) on account of events
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beyond the reasonable control of such party, which may include Internet denial -of -service attacks,
strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism,
governmental action, labor conditions, earthquakes, and material shortages (each, a "Force Majeure
Event"). Upon the occurrence of a Force Majeure Event, the non -performing party will be excused
from any further performance of its obligations affected by the Force Majeure Event for so long as the
event continues and such party continues to use commercially reasonable efforts to resume
performance.
12.5. Federal Government. Any use, copy or disclosure of the Service by the U.S. Government is
subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and
227.7202-3(a)(1995), DFARS 252.227-7013(c)(1)(ii)(October 1998), FAR 12.212(a)(1995), FAR 52.227-
19, or FAR 52.227(ALT III), as applicable.
12.6. Additional Government Terms. Peregrine acknowledges that Customer may be a public entity
and, accordingly, certain additional laws, rules, and regulations may take precedence over the terms
and conditions of this Agreement (the "Additional Government Terms"). The Additional Government
Terms, if any, are attached hereto as Error! Reference source not found., and will govern to the extent
of any conflict with any other term of this Agreement.
12.7. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been
given upon: (a) personal delivery; (b) the second business day after mailing; (c) the second business
day after sending by confirmed facsimile; or (d) after confirmed receipt of an email. Notices to
Peregrine shall be addressed to the attention of Nick Noone, CEO, Peregrine Technologies,
nick@peregrine.io, with a copy to ben@peregrine.io. Notices to Customer are to be addressed to the
individual identified in the Order Form.
12.8. Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising
any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated
herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a
party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction
to be contrary to law, the provision shall be modified by the court and interpreted so as best to
accomplish the objectives of the original provision to the fullest extent permitted by law, and the
remaining provisions of this Agreement shall remain in effect.
12.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by
operation of law or otherwise, without the prior express written consent of the other party.
Notwithstanding the foregoing, Peregrine may assign this Agreement, together with all rights and
obligations hereunder, without consent of Customer, in connection with a merger, acquisition,
corporate reorganization, or sale of all or substantially all of its stock or assets that relate to this
Agreement ("Assignment by Operation of Law"). Peregrine shall provide Customer with written notice
of such Assignment by Operation of Law at least sixty (60) days prior to the effective date of the
Assignment; provided, however, that if circumstances beyond Peregrine's reasonable control prevent
it from providing sixty (60) days' advance notice, Peregrine shall provide notice as soon as reasonably
practicable under the circumstances. Any notice under this provision shall be treated as Confidential
Information and subject to the covenants described under Section 7. Upon receipt of such notice,
Customer may elect to terminate this Agreement by providing written notice of termination within thirty
(30) days of receiving Peregrine's notice. Such termination shall not relieve Customer of its obligation
to pay the full amount of annual license fees for the then -current subscription term. No refunds or
credits shall be due or issued following termination. Any attempt by a party to assign its rights or
obligations under this Agreement in breach of this section shall be void and of no effect. Subject to
the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective
successors and permitted assigns.
12.10. Governing Law. This Agreement shall be governed by the laws of California. The state courts
located in Orange County, CA or the United States District Court for the Central District of California
shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.
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Each party hereby consents to the exclusive jurisdiction of such courts provided that nothing in this
Section 12.10 prohibits either party from seeking or obtaining in any jurisdiction injunctive or similar
relief in connection with the enforcement of this Agreement.
12.11. Construction. The division of this Agreement into Sections and the insertion of captions and
headings are for convenience of reference only and will not affect the construction or interpretation
of this Agreement. The terms "this Agreement," "hereof," "hereunder" and any similar expressions
refer to this Agreement and not to any particular Section or other portion hereof. The parties hereto
agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting
party will not be applied in the construction or interpretation of this Agreement. As used in this
Agreement, the words "include" and "including," and variations thereof, will be deemed to be followed
by the words "without limitation" and "discretion" means sole discretion
12.12. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and
supersedes all prior and contemporaneous agreements, proposals or representations, written or oral,
concerning its subject matter. No modification, amendment, or waiver of any provision of this
Agreement shall be effective unless in writing and signed by the party against whom the modification,
amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no
terms or conditions stated in a Customer purchase order or in any other Customer order
documentation (excluding the Order Form) shall be incorporated into or form any part of this
Agreement, and all such terms or conditions are hereby rejected and shall be null and void.
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Appendix A: Insurance
Peregrine Technologies, Inc. ("Company") shall procure and maintain for the duration of the contract
insurance against claims for security breaches, system failures, injuries to persons, damages to
software, damages to property (including computer equipment), theft, or other misuse of Santa Ana
Police Department's ("Customer") data, infringement of intellectual property, invasion of privacy and
breach of data, which may arise from or in connection with the performance of the work hereunder
by Company, its agents, representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on
an "occurrence" basis, including products and completed operations, property damage, bodily injury
and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000
general aggregate.
2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto),
with combined single limits of $1,000,000. In the event Contractor does not maintain commercial
automobile liability insurance, coverage may be satisfied through a combination of Hired Auto/Non-
Owned Auto Liability, primary, and umbrella/excess insurance policies.
3. Cyber Liability (CL): Insurance, with limits not less than $2,000,000 per occurrence or claim and
$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations
as is undertaken by Company in this agreement and shall include, but not be limited to, claims
involving security breach, system failure, data recovery, business interruption, cyber extortion,
social engineering, infringement of intellectual property, including but not limited to infringement of
copyright, trademark, trade dress, invasion of privacy violations, information theft, and release of
private information. The policy shall provide coverage for breach response costs, regulatory fines
and penalties as well as credit monitoring expenses.
3. Technology Professional Liability- Errors and Omissions Insurance (E&O): appropriate to the
Company's profession and work hereunder, with limits not less than $2,000,000 per occurrence and
$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations
as is undertaken by the Company in this agreement and shall include, but not be limited to, claims
involving business interruption, damage to or destruction of electronic information, and alteration of
electronic information. The policy shall provide coverage for Company's failure to provide
professional services and/or products under this Agreement. The Policy shall include, or be
endorsed to include, damage to, alteration of, loss of, or destruction of electronic data and/or
information "property" of Customer in the care, custody, or control of Company.
4. Workers' Compensation (WC): As required by the State of California, with statutory limits, and
Employer's Liability insurance with limits of no less than $1,000,000 per accident, policy, employee,
for bodily injury or disease.
If Company maintains broader coverage and/or higher limits than the minimums shown above for
any line of coverage, Customer requires and shall be entitled to the broader coverage and/or the
higher limits maintained by Company. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to Customer.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following
provisions:
1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to
be covered as additional insureds, under Company's CGL and AL policies, with respect to any
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liability arising out of work or operations performed by or on behalf of the Company including
materials, parts, equipment, and personnel furnished in connection with such work or
operations.
2. Company's Insurance companies agree to waive all rights of subrogation against City of Santa
Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid
under the terms of Company's CGL, AL, CL, E&O, and WC policies which arise from work
performed by Company under this Agreement.
3. For any claims related to this contract, Company's insurance coverage shall be primary and any
insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees,
agents, or volunteers shall not contribute with it.
4. A severability of interest provision must apply for all the additional insureds, ensuring that
Company's insurance shall apply separately to each insured against whom a claim is made or
suit is brought, except with respect to the insurer's limits of liability.
5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended,
voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed
except after thirty (30) days prior written notice has been given to City. Ten (10) days prior
written notice shall be provided to City for policy cancellation or non -renewal due to non-
payment of premium.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,
Attention: (Name of Department Staff Responsible for Agreement), Address of Department
Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of project must
be included in the Description of Operations section of each certificate.
Self -Insured Retentions
Self -insured retentions must be declared to and approved by Customer. Customer may require
Company to provide proof of ability to pay losses and related investigations, claim administration,
and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state of California with
a current A.M. Best rating of no less than A-:VII, unless otherwise acceptable to Customer.
Claims Made Policies
If any of the required policies provide coverage on a claims -made basis:
1. The retroactive date must be shown and must be before the date of the contract.
2. Insurance must be maintained and evidence of insurance must be provided for at least three (3)
years after completion of work.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form
with a retroactive date prior to the contract effective date, Company must purchase "extended
reporting" coverage for a minimum of three (3) years after completion of work.
Verification of Coverage
Company shall furnish Customer with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage required
by this clause). Failure to obtain the required documents prior to the work beginning shall not waive
Company's obligation to provide them. Customer reserves the right to require complete, certified
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copies of all required insurance policies, including endorsements required by these specifications, at
any time.
Subcontractors
Company shall require and verify that all subcontractors maintain insurance meeting all the
requirements stated herein.
Special Risks or Circumstances
Customer reserves the right to modify these requirements, including limits, based on the nature of
the risk, prior experience, insurer, coverage, or other special circumstances.
Failure to Maintain Insurance Coverage
If Company, for any reason, fails to maintain insurance coverage, which is required pursuant to this
Agreement, for the entire term of this contract, the same shall be deemed a material breach of
Agreement. Customer, at its sole option, may terminate this Agreement at any time and obtain
damages from Company resulting from said breach.
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Appendix B: Provisions for California Public Entities
Compliance with Applicable California Laws. Peregrine shall, to the extent required by the
California Labor Code, pay not less than the latest prevailing wage rates as determined by the
California Department of Industrial Relations.
California Public Records Act. Peregrine acknowledges that Customer is a public entity governed
by the California Public Records Act and that nothing in this Agreement shall prevent Customer
from disclosing Confidential Information for purposes of complying with the California Public
Records Act.
PERS Indemnification by Peregrine. In the event that Peregrine or any employee, agent, or
subcontractor of Peregrine providing services under this Agreement is determined by a court of
competent jurisdiction orthe California Public Employees Retirement System ("PERS") to be eligible
for enrollment in PERS as an employee of Customer, Peregrine shall indemnify, defend, and hold
harmless Customer for the payment of any employee and/or employer contributions for PERS
benefits on behalf of Peregrine or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the
responsibility of Customer.
Political Reform Act Conflicts. Peregrine may serve other clients, but none whose activities within
the corporate limits of Customer or whose business, regardless of location, would place Peregrine
in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California
Government Code Section 81000 et seq. No officer or employee of Customer shall have any
financial interest in this Agreement that would violate California Government Code Sections 1090
et seq.
California State Auditor Requirements. Pursuant to Government Code Section 8546.7, the
Agreement may be subject to the examination and audit of the State Auditor for a period of 3 years
after final payment under the Agreement.
Proprietary and Confidential
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ATTACHMENT [Al: PEREGRINE STATEMENT OF WORK
PREPARED FOR: SANTA ANA POLICE DEPARTMENT
SEPTEMBER 29T",2025
Scope & Description of the Peregrine Service Applications
The Peregrine platform (the "Service," "Peregrine"), is a web -based, CJIS-compliant software -as -a -service (SaaS)
that provides a single point of access to integrate, discover, view, and analyze data from Santa Ana Police
Department (SAPD)-defined data sources. Under this scope of work, Peregrine will integrate data from the
following SAPD sources:
• Central Square CAD, Central Square RMS, ATIMS JMS, Axon Evidence.com, Custom RIPA Server, Crossroads,
InTime, IA Pro, AVL SQL Server, and Smart Communications.
Peregrine is providing these capabilities under a firm -fixed -price license that includes all support, training, and
cloud hosting services needed to achieve the project objectives. Additionally, this scope of work allows for an
unlimited number of users from SAPD to access and utilize Peregrine.
The platform performs several critical functions including data integration, search and information retrieval,
advanced analytics, data management, reporting, data exchange and sharing, access control, audit logging, and
security.
The Peregrine platform provides an efficient method for turning large amounts of raw data into actionable
information. Peregrine does not provide nor create new data for its customers —our platform integrates existing
data and makes it available to end users in a decision -ready state.
DATA INTEGRATION & MODELING
The SAPD has volumes of valuable data, but that value cannot be unlocked because data is scattered across separate
systems, siloed in ways that prevent it from being understood and analyzed together. The Peregrine platform is built
to rapidly integrate, clean, transform, and model large amounts of raw data from disparate systems and continuously
surface actionable information while reducing manual processing needs.
Peregrine Unlocks Data Sources by Integrating Them into a Single, Secure Platform
Copyright 2024, Peregrine Technologies, Inc. All rights reserved. Copyright extends to all pages of this document.
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0
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The platform securely integrates data in near -real time to ensure that
users have the most current and reliable information when and where
they need it. As data flows into the platform, granular security controls,
retention policies, and changes from underlying systems are
continuously monitored and applied.
As soon as data enters the platform, it is mapped to an agency -specific
data model that is molded to the unique operations of the SAPID. This
data model provides a dynamic representation of all data — entities,
locations, events, and the links between them. Harmonizing multi -
source data into one data model allows users to smoothly analyze data
without requiring a technical understanding of the underlying source
systems themselves.
The data model is a dynamic layer of the Peregrine platform, one that
can evolve and adapt in response to changes in the SAPD's underlying
data systems, even as those systems are upgraded or swapped out.
SEARCH & INFORMATION RETRIEVAL
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Once data is integrated into the Peregrine platform, it is immediately
accessible through front-end applications. Personnel can easily search for
data and filter based on criteria relevant for their investigations, analysis,
or other workflow. The Peregrine platform is intuitive to use, allowing
personnel of varying technical abilities, skillsets, and functions to surface
information that is relevant to them and streamline their unique search
workflows.
The platform is designed to be walk-up usable; new users of the platform
can immediately surface, analyze, and action data by navigating the
platform's intuitive user interface and applications. These users have
multiple ways to surface and view relevant information, allowing them
flexibility to approach questions and decisions in ways that best suit them.
These features mean that users arrive at answers more quickly and with
greater accuracy, saving time and effort.
Proprietary and Confidential
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EXPLORATION, VISUALIZATION, & REPORTING TOOLS
The Peregrine platform provides a powerful suite of tools for the
exploration, visualization, and reporting of data. These tools enable
personnel to create dynamic data products and reports —such as
interactive maps, network graphs, and dashboards —that automatically
update as new data flows into the platform. Personnel can smoothly
move data between analytical tools, viewing the same data in different
modalities without having to log into different systems or applications.
The following subsections provide more information regarding these
analysis tools.
Geospatial Analysis Tool. To better understand geographical assets, events, and trends,
the Peregrine platform includes an interactive Map application. The Map allows users to
conduct visually intuitive geographical analysis on all agency data, both historical and in
real-time. Users can surface trends, make connections, filter to areas of interest, drill into
specific events, particular time periods, and add new layers of relevance on top as needed.
The Map is designed for next -generation geographic contextual and situational awareness,
allowing users to explore and answer specific questions with the most relevant data. The
Map is intuitive for all personnel whether they are consuming pre -built analyses,
conducting ad -hoc searches, or creating complex geospatial products from scratch.
O O Link Chart Analysis Tool. The platform's Link Chart aids in
September 29, 2025
• the discovery and visualization of connections between otherwise disconnected
• • data. The Link Chart allows users to discover links between people, places, entities,
• • and events across one or multiple degrees of separation. Peregrine's platform also
• automatically extracts links from both structured and unstructured data to
• illuminate connections between people, places, events, documents, and media data
• without requiring manual processing. For example, an address written in narrative
• form within a scanned document can be automatically linked to a person living at
• 0 • / that address or to a vehicle registered there.
Reports & Dashboards. The platform's report and dashboard applications provide
configurable, real-time executive summaries to inform situational awareness, statistical
analysis, and decision making. Reports and dashboards are configurable to meet the
unique needs and visual preferences of individual users. All reports and dashboards are
directly connected to real-time data feeds, empowering users to drill down from high-
level summary information to the most granular context with a single click. Once a user
creates a dashboard, they can continue to use it indefinitely —and share it as needed.
O
O O O
•
•
• •
•
Temporal Analysis Tool. By centralizing data —and all associated metadata—from data systems, users can
understand and surface trends over time. Through an intuitive interface, users can analyze how, e.g., calls for
service or types of incidents vary by day of week and time of day. Peregrine supports robust search and query
capabilities at the day of week and hour of day level, enabling users to conduct analysis over specific units, in
specific shifts, at specific locations. As a result, organization can make more informed, data -backed resourcing
decisions to more effectively meet mission outcomes.
Proprietary and Confidential
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Real -Time Alerting. With all data centrally located, users can receive real-time notification on new data from any
source system. The Peregrine platform's alerting technology can notify specific users if a pre -defined data entity
was added or removed, viewed, downloaded, renamed, or shared. This includes geo-fenced areas or user -defined
polygons. For instance, if a neighborhood is experiencing a trend in a type of crime, a Peregrine user can create an
alert through the platform's "follow' feature. If another similar crime occurs in the defined area, a real-time
notification will be sent to all users following this alert via email, SMS, or both.
Mobile Application.
The Peregrine Mobile application has many of the same capabilities as our web -based platform and includes the
ability to: search across siloed data systems; rapidly visualize and analyze data with a variety of analytical tools
(maps, tables, etc.), and send information between personnel and teams, and configure custom alerts. Peregrine's
Mobile application is protected through two -factor authentication, including biometric authentication, and all data
in the application is fully secured and encrypted to ensure CAS compliance. This Mobile application is available on
both iOS and Android devices.
Permission -based Collaboration & Sharing
The Peregrine platform provides features for secure collaboration and sharing that will enable the SAPDto build
deeper, trusting partnerships with local and regional stakeholders, including with State leadership and the broader
community. The platform's granular access and usage control capabilities prevent unauthorized or inappropriate
use or sharing of sensitive data while allowing agencies and departments to share information with their partners
in a deliberate, precise, and auditable manner.
Collaboration in the Peregrine platform extends beyond simple data sharing; it also allows for multiple users to
work within the same application at the same time across multiple devices and locations. The platform's
collaboration features compound the value of users' work by dynamically connecting them in real time with other
users who are working with or interested in the same data. In this way, the Peregrine platform generates
opportunities for users to improve the quality and speed of their answers by connecting them to users who are
asking the same question.
Peregrine's collaboration features will allow SAPDusers to share information available in Peregrine with authorized
external users (e.g., other neighboring law enforcement agencies) even if those users' organizations do not have
their own Peregrine software licenses.
Proprietary and Confidential
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Implementation and Delivery Methodology
Peregrine engages with our customer via fixed -price, annual licenses. A Customer's license includes all needed
implementation and delivery support to achieve project objectives.
Implementation team. Peregrine implementation teams consist of software engineering, product development,
human -centered design, user engagement, and training experts. The Peregrine implementation team will provide
the Customer continuous support and collaborate closely with the Customer to provide use case development,
data modeling, data integration, training curriculums, use case / workflow development, and continuous support.
This team is committed to ensure that the Peregrine platform is quickly deployed, securely configured, and
adopted for its intended purpose.
Solution Timeline & Implementation Model. Each Peregrine platform implementation consists of four steps to
maximize success and impact at the outset of our partnership. These steps typically enable implementation and
use within 90 days, pending any additional time required for CA DOJ approval.*
Milestone
Delivery
Deliverable
1. Determine priority order of data integrations and user groups
1— Kickoff and Scoping
Week 2
2. Facilitate Peregrine team access to data sources and initial users
3. Set up project team and steering committee
1. Deploy the Peregrine platform
2 — Data Integration,
2. Ingest, integrate, transform, model, and validate data sources
Data Modeling, and User
Month 1
3. Configure permission controls
Discovery
4. Introduce platform to the first set of users
5. Conduct 45-day steering committee review
3 — Real-time Workflows
Month 2
1. Initiate user training
and Analytics
2. Develop and implement user and team -specific workflows
1. Continue collecting feedback and improve user workflows
4 — Operationalization
Month 3
2. Validate work based on actionable results
and Next Steps
3. Identify next steps
4. Conduct 90-day steering committee review (quarterly thereafter)
* Integration timelines provided are from date of access to relevant networks and data sources
Peregrine's implementation team will work with SAPID to get access to appropriate networks and data sources in
a timely manner and requires support from the Customer to facilitate such access.
Required Assistance from Customer IT. Under this scope of work, Peregrine will be integrating sources of
information that are hosted on premises within SAPD's network and sources that are third -party, cloud hosted
systems. Peregrine requests the following support from SAPDIT. The methods outlined below are Peregrine's
preferred methods of connecting to relevant networks and systems. Should any of those methods be unavailable,
Peregrine will work with SAPID IT to determine the most efficient and effective methods to allow for data access.
• Enable access to SAPD's network by, among other things, enabling an IPSec tunnel that enables Peregrine's
access to necessary systems hosted within SAPD's network;
• enable access to SAPD's identity and access management (IDAM) solution in order to enable
synchronization with SAPD's login credentials;
• provide read-only accounts to all in -scope SAPD-managed and hosted systems (e.g., RMS, CAD)
4
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• provide or facilitate the provision to accounts to all in -scope third -party managed and hosted systems (e.g.,
Evidence.com)
Proprietary and Confidential
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Peregrine Technologies
Attachment B: Service level Agreement
September 29, 2025
1. Purpose and Relationship to Agreement
This Service Level Agreement ("SLA") describes the service level commitments provided by Peregrine
Technologies ("Peregrine") to the End User regarding the availability, support, and maintenance of the
Service. This SLA forms part of, and is governed by, the applicable Agreement between Peregrine and
End User, which may consist of the End User License Agreement and Terms of Service (EULA/TOS)
and/or the applicable Sales Agreement, Reseller Sales Order, or accepted Reseller Quote (collectively,
the "Agreement"). All capitalized terms not defined in this SLA shall have the meanings set forth in the
Agreement. In the event of a conflict between this SLA and the Agreement, the Agreement shall control
except with respect to the specific terms of service availability, support, and remedies set forth herein.
2. Definitions
For purposes of this SLA, the following definitions apply:
Agreement means the applicable End User License Agreement and Terms of Service (EULA/TOS) and, if
applicable, any order entered into between Peregrine and the End User governing the End User's access
to and use of the Service.
Availability means the percentage of time during a calendar month that the Service is operational and
accessible, excluding Excluded Downtime.
Downtime means any period during which the Service is not materially available to End Users, excluding
Excluded Downtime.
Excluded Downtime means any period of unavailability caused by Scheduled Maintenance, Emergency
Maintenance, or by circumstances beyond Peregrine's reasonable control, including but not limited to
Force Majeure Events as defined in the Agreement.
Emergency Maintenance means maintenance performed outside of Scheduled Maintenance windows in
response to urgent events, including security threats or critical system failures.
Incident means an event that impacts the availability, functionality, or performance of the Service.
Scheduled Maintenance means planned maintenance periods during which the Service may be
unavailable, as described in the Scheduled Maintenance and Emergency Maintenance section of this
SLA.
Service means the Peregrine platform and related software and services made available to the End User
under the Agreement.
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3. Scope of Services
This SLA applies solely to the production environment of the Service provided by Peregrine to the End
User under the Agreement. It does not apply to beta features, pre-release functionality, custom
development projects, or third -party integrations unless explicitly stated otherwise in the Agreement or
an applicable statement of work. Beta features, pre-release functionality, custom development projects,
and experimental features are provided "as is," without warranty of any kind, and are excluded from all
service level commitments. Support and service level commitments are limited to the functionality and
performance of the Service as made generally available by Peregrine.
4. Service Availability Commitment
Peregrine will use commercially reasonable efforts to ensure that the Service meets or exceeds an
Availability level of 99.9% during each calendar month, excluding Excluded Downtime.
4.1. Measurement of Availability
Peregrine commits to achieving an Availability level of 99.9% during each calendar month, excluding
Excluded Downtime, and will use commercially reasonable efforts to meet or exceed this standard.
Availabilityf /ol _ Total Minutes —Downtime Minutes x 100 where "Total Minutes" excludes minutes
`e l Total Minutes
of Excluded Downtime.
Peregrine provides availability metrics at status. peregrine.io.
4.2. Excluded Downtime
Excluded Downtime includes, but is not limited to:
• Scheduled Maintenance (as defined in under the Scheduled Maintenance heading),
• Emergency Maintenance,
• Downtime caused by Force Majeure Events,
• Downtime resulting from the End User's misuse, improper configuration, or failure to comply
with Peregrine's published documentation,
• Downtime caused by third -party services, networks, hardware, or software not controlled by
Peregrine.
5. Support Services
Peregrine will provide End User with technical support for the Service as described below:
Support Hours: Standard support is available during Peregrine's normal business hours, defined as 6:30
a.m. to 6:30 p.m. Pacific time, Monday through Friday, excluding Peregrine -observed holidays.
Support Channels: End Users may initiate support requests via Peregrine's designated email support
address or support ticketing system, as specified in the Agreement or provided separately by Peregrine.
24/7 Support for Critical Incidents: For Severity 1 (Critical) Incidents, Peregrine will provide support on a
24x7x365 basis, including outside of normal business hours.
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Peregrine may update its support procedures and contact information from time to time upon
reasonable notice to End Users.
6. Incident Classification and Response Times
Incidents reported by End Users will be classified based on severity, and Peregrine will use continuous
best efforts (for Severity 1 Incidents) or commercially reasonable efforts (for Severity 2 and 3 Incidents)
to meet the target response, workaround, and resolution timeframes set forth below. Such timeframes
are goals and not guarantees, and Peregrine does not warrant that every Incident will be resolved within
the applicable target timeframe. Target Workaround Times, Target Permanent Fix Times, and frequent
Status Updates are committed primarily for Severity 1 (Critical) Incidents. For lower -severity Incidents,
Peregrine will provide commercially reasonable support during standard business hours and update End
Users as appropriate based on business impact.
Targeted Time to
Permanent Fix
Severity Level
Level of Effort
Initial Response
Work Around
(Goal)
Status Updates
Every 2 hours prior
Continuous best
Immediate, but in
to work around and
1 (Critical)
efforts, 24/7
no event to exceed
8 hours
3 calendar days
every calendar day
30 minutes
until permanent
correction
Every 6 hours prior
Commercially
to work around and
2 (Major)
reasonable efforts,
1 hour
24 hours
5 calendar days
every calendar day
24/7
until permanent
correction
Every 2 business
Commercially
days prior to work
3 (Minor)
reasonable efforts,
1 business day
10 business days
20 business days
around and every
during normal
calendar day until
business hours
permanent
correction
Severity Level 1 (Critical) means complete system inoperability affecting more than 50% of Peregrine
users.
Severity Level 2 (Major) means significant impairment of key features affecting more than 50% of
Peregrine users.
Severity Level 3 (Minor) means all incidents not classified as Severity Level 1 or 2.
Target Initial Response Time means the period between the receipt of the support request by Peregrine
and the first response from Peregrine acknowledging receipt and beginning initial assessment. Target
Workaround Time and Target Permanent Fix Time, where applicable, refer to Peregrine's commercially
reasonable efforts to provide a temporary or permanent resolution. Status Update Frequency refers to
the target interval for Peregrine to provide updates on incident progress.
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7. Scheduled Maintenance and Emergency Maintenance
7.1. Scheduled Maintenance
Peregrine may perform Scheduled Maintenance to maintain, update, or enhance the Service.
Peregrine will use commercially reasonable efforts to provide End Users with at least seventy-two
(72) hours advance notice of any Scheduled Maintenance expected to result in downtime or
significant service degradation. Scheduled Maintenance will, whenever reasonably practicable, be
performed outside of standard business hours.
Scheduled Maintenance periods will be excluded from Availability calculations under this SLA.
7.2. Emergency Maintenance
In cases where urgent maintenance is necessary to address critical issues, including security
vulnerabilities, system instability, or compliance requirements, Peregrine may perform Emergency
Maintenance without advance notice. Peregrine will use commercially reasonable efforts to
minimize the impact of Emergency Maintenance on End Users.
Emergency Maintenance periods will also be excluded from Availability calculations.
8. End User Responsibilities
End User acknowledges and agrees that Peregrine's ability to provide the Service in accordance with this
SLA depends on End User's cooperation and adherence to the following responsibilities:
Access and Information: End User shall provide Peregrine with timely access to relevant personnel,
systems, and information as reasonably necessary to diagnose and resolve Incidents.
Reasonable Assistance: End User shall cooperate with Peregrine's support team by providing requested
data, logs, documentation, and other materials necessary for troubleshooting.
Designated Contacts: End User shall designate knowledgeable points of contact authorized to interact
with Peregrine's support team on behalf of End User.
Supported Environment: End User shall ensure that all devices, networks, and third -party systems
interacting with the Service meet Peregrine's published technical requirements and are maintained in
good operating condition.
Compliance with Documentation: End User shall use the Service in accordance with Peregrine's
published documentation and reasonable instructions.
Failure of End User to fulfill its responsibilities may impact Peregrine's ability to meet the commitments
outlined in this SLA.
9. Exclusions
The commitments set forth in this SLA shall not apply to performance or availability issues arising from:
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• Factors outside of Peregrine's reasonable control, including but not limited to Force Majeure Events
as defined in the Agreement;
• End User's use of the Service in a manner inconsistent with Peregrine's published documentation or
reasonable instructions;
• End User's failure to maintain a supported environment as described in the End User
Responsibilities;
• Failures of End User's internet connectivity, network, hardware, software, or other third -party
services or technology not provided by Peregrine;
• Beta features, pre-release functionality, custom development, or experimental features;
• Scheduled Maintenance or Emergency Maintenance;
• End User -requested downtime or suspension of Service.
10. Remedies and Limitations
Peregrine will use commercially reasonable efforts to meet the service level commitments set forth in
this SLA. In the event Peregrine fails to meet the Availability commitment or response targets specified
herein, End User's sole and exclusive remedy shall be for Peregrine to use commercially reasonable
efforts to restore the Service to the applicable standards.
Peregrine does not guarantee uninterrupted or error -free operation of the Service. Service credits,
refunds, or other remedies shall not apply unless expressly set forth in the Agreement or a separately
executed Sales Agreement.
In no event shall Peregrine be liable for any damages, penalties, or remedies arising out of or relating to
Service availability or support commitments beyond those expressly set forth in this SLA. For Severity 1
(Critical) Incidents, Peregrine's commitment is to exercise continuous best efforts to achieve the
targeted response, workaround, and resolution timeframes, but Peregrine does not warrant that such
timeframes will always be achieved or that uninterrupted Service will be maintained.
11. General Terms
Incorporation into Agreement. This SLA is incorporated into and forms part of the Agreement. All terms
and conditions of the Agreement apply to this SLA, including without limitation limitations of liability,
disclaimers, and dispute resolution provisions.
Termination of SLA. This SLA shall terminate automatically upon the expiration or termination of the
Agreement. No service levels or related obligations under this SLA shall survive the termination or
expiration of the Agreement.
Modifications. Peregrine may modify the terms of this SLA from time to time to reflect changes in the
Service, improvements in industry standards, or changes in operational practices. Any modifications will
apply prospectively and will become effective upon reasonable notice to End Users or as otherwise
specified in the Agreement.