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HomeMy WebLinkAboutTIBURON, INC. - 20144Z _o .S w� i v INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK OF COUNCIL DAl E: � CONSULTANT AGREEMENT A- 2014 -298 THIS AGREEMENT, made and entered into this I" day of December, 2014 by and between Tiburon, Inc., a Virginia corporation with its principle place of business at 30000 Executive Parkway, Suite 500, San Ramon, California, 945$3 (hereinafter "Tiburon" and /or "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City and /or the Client "), hereinafter collectively referenced as "the Parties." RECITALS A. In 2005, City purchased a computer aided dispatch (CAD) system from Tiburon which requires ongoing maintenance and support. & The City requires to retain a consultant having special skill and knowledge in the field of providing the City with ongoing maintenance and support services relating to the Police Department CAD system. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting finn in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those scrvices as set forth in Exhibit "A" to this Agreement ("Maintenance Renewal for Santa Ana, CA, ") attached hereto and incorporated by reference. 2. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for all services provided by Consultant to City, the rates and charges identified in Exhibit "A" ( "Maintenance Renewals ") to this Agreement, which is attached hereto and incorporated by reference. The total sum to be expended under this Agreement shall also include a contingency of $5000.00 for unanticipated costs. The total agreement shall not exceed $ 47,056.00 during the term of this Agreement. 3. TERM This Agreement shall commence on the date first written above and terminate on November 30, 2015, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit `B" upon execution of this Agreement and shall be approved in fonn by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to cormnencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspectwithout thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnnish the City with required proof that insurance has been procured . and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnity and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising outof claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, ageafs, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, junst compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indernify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging tlic validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information° shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any infonnation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the mamier provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: City of Santa Ana Police Department City of Santa Ana 20 Civic Center Plaza (M95) P.O, Box 1988 Santa Ana, California 92702 Fax 714- 245 -8097 Attn: Commander Pete Sernelsberger and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Consultant: Tiburon, Inc. 3000 Executive Parkway #500 San Ramon, CA 94583 Telephone: (514) 345 -2230 x2830 Attn: TatsianaLukashevich, Representative Tatsiana .Lukashevich @tiburonine.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, e -mail, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer; delegate; or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered mill and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. However, Consultant may assign this agreement to a successor of all or substantially all of Consultant's business without the prior written consent to the City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant _prior to receipt of such notice of termination, subject to the following conditions. a. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties fiuther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other govermnental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall, be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney LAURA A. ROSSINI Senior Assistant City Attorney RECO M WED FOR APPROVAL,--- CARLOSROJAS Chief of Police CITY OF SANTA DAVIlItAV City Manager TIBURON, INC. �'$cT °T "- crrri�- :�- uT��I4s4�rH�`I�'3'f Se.rr �anoa Representative EXHIBIT A SCOPE OF SERVICES Om Maintenance Renewal For Santa Ana, CA Annual Maintenance Yearly maintenance for 11 licenses of IQ/CAD, CAD Visor, 1 State Interface, 1 XML output for CAD to Police RMS and 100 licenses of IQ/Mobile only. '" "Tire prices Indicated above do not Include Installation and /or configuration of 3rd party software and /or hardware*** e"'Fiburon requires remote VPN access to the customer site (mWaver 3MbpsJ' "" The information contained in this document Is proprietary to Tiburon and is offered solely for the purpose of evaluation. Copyright 2014 Tburon CONFIDENTIAL 0140127 -Santa Ana, CA- IOCAO and Mobile. Malnlenance Renewal - Summary PRICING All prices are in U.S. Funds: Taxes, if applicable, are extra. PAYMENT Payable 100% on December 1st, 2014 VALIDITY 60 days Services will be performed in accordance with the attached Maintenance and Support Guidelines, which are Incorporated herein. By signing in the space provided below, I am representing that I am authorized to sign on behalf of Customer: Signature Date The Information contained in We document is proprietary to Tiburon and Is offered solely for the purpose of evaluation. Copyright 2014 Tiburon CONFIDENTIAL .0140121- Santa Ana, CA - IOCAD and Mobile Maintenance Renewal - Notes f1 l geu�srr�n,Flis�or}� , Revision Level Reason- for Revision - 'Date Revised'. Original Thalnformatlon contained in this document Is proprietary to Tiburon and Is olisted solely for the purpose of avolualion. Copyright 2014 Tiburon CONFIDENTIAL 0140127 -Santa Ana, CA � IOCAO and Mobile Maintenance Renewal - Revision history August 6, 2014 Maintenance and Support Guldelines Applicability ................... Term............................ ............................... Description of Technical Support Services .............................. Technical Support Services ................... Help Desk Service,,, ................. ............ Help Desk Call Taking Process ............. Escalation Procedure ............................. Table A: Ticket Priorities and the Service Level Agreement Software Updates Program ................... Product Specialist and Training Services.. Client Responsibilities ............................... Termination .................. ............................... Exclusions to Technical Support Services—, ............... ............................... 2 ............ ............................... 2 .......................................... ............................... 2 ................. ............................... 2 ........ ............................... 2 ......... ............................... 3 ............... ...... I ..... ... I ............. 3 ( SLA) ............................................. ............................... 4 .......... .. .................... I .................. 5 ........ ............................... 5 .......... ............. 1.., ... ... 5 ...................................................... ............................... 7 I. — 1. 11. — I .... ............ , ...,.....,................ 8 Applicability These Maintenance and Support Guidelines ( "Maintenance and Support Guidelines ") applies If the Client has ordered any of the services detailed herein pursuant to the receipt of a Price Quote from Tiburon, Inc. (hereinafter "Tiburon "), Any services detailed herein that have not been ordered by the Client shall not apply or be provided to the Client by Tiburon. These terms represent Tiburon's standard terms. These terms apply unless superseded by a specific Client agreement, Term Upon payment of the appropriate annual maintenance and support fees, Tiburon shall provide the Client with maintenance and support services as set forth In these Maintenance and Support Guidelines for a twelve (12) month period commencing on the anniversary date of final acceptance and shall be automatically renewed for additional twelve (12) month periods until terminated In accordance with its terms. Description of Technical Support Services Technical Support Services Tiburon's Technical Support Services department consists of technical specialists dedicated to providing the highest level of technical support services to Its Clients. Technical Support Services include the Help Desk Service, Software Updates Program, Product Specialist Services and Training Services. The Help Desk Service and Software Updates Program are provided on a per - product basis and available on an annual or multi -year basis as detailed in the Client Quotation. Help Desk Service The Help Desk service includes technical support on products purchased from Tiburon including Tiburon licensed products and 3rd party products. The Help Desk provides 24 x 7 technical support to Clients for all Tiburon products. The Help Desk is staffed by technical specialists, backed by 24 x 7 engineering support to handle high priority issues. High priority issues that cannot be addressed expediently by the technical specialists alone are assigned to the 24 x 7 engineering support staff, If the Issue cannot be addressed within the defined service level agreement (SLA) In Table A, an escalation process Is automatically triggered involving senior management in order to take Immediate action calling upon product experts as needed. This level of specialized technical support ensures timely, accurate and effective support for Tiburon's Clients. For urgent and high priority tickets (see Table A), Clients are requested to contact the Help Desk by phone in order to obtain Immediate technical support using the following toll -free number; 1 (877) 4414648, For routine and lower priority tickets (see Table A), Clients are encouraged to send an email to DispatchNowSuppoit@tlburonino.com which includes caller contact information, site identification, affected product and a short problem description. An email reply will acknowledge that Tiburon has received the Client's email. A Help Desk representative will contact the Client with a ticket # and status within the timeframes defined In the SLA (see below for details), Help Desk Call Taking Process When a Help Desk call is received, it is answered by a Help Desk representative. The representative takes the caller's general information such as caller contact Information, site identification, affected product and a short problem description. Based on the priority definitions detailed in Table A, the caller advises the Help Desk representative on the priority of the issue, The caller is given a ticket reference number and is passed onto a Help Desk technical specialist for problem investigation and resolution. If there are no Help Desk technical specialists available to immediately take the call, the caller is called back within the agreed upon SLA. The Help Desk technical specialist will work over the phone and through remote high speed facilities (e.g. Cisco VPN, Sonic Wall, Remotely Anywhere, Remote Desktop) to troubleshoot and resolve the issue. The ticket is only 'closed' by Tiburon upon positive confirmation from the Client. Escalation Procedure When the call -back SLA specified in Table A is not met, the Help Desk is instructed to escalate the ticket to the people identified below and advise the Client that this escalation is in progress. Should the Client not receive a call from the Help Desk within the call -back SLA, the Client is free to contact the following escalation contacts directly (in the order indicated): Help Desk Team Leader (514) 916 -0199 Sr. Manager Technical services (514) 804 -9334 Sr. Manager, SW Development (514) 916 -3995 VP Products (514)916.0423 Internal escalation is automatically triggered in the timeframes defined in the last two columns of Table A in order to ensure that high priority tickets are resolved as quickly as possible. Note: The call -back time is defined as the interval of time from the moment Tiburon Help Desk received a call for service to the moment a Tiburon technical specialist contacts the site. O 2 Z a a a M N m Z Z 2 w J J U U U D a a a z z z 78 o m m o ro n w ro a 8 m a N 2 m tatRRi N N Ol O C O O X O O X O W O Rf ry 61 O N N N O. ) N N O 'L1 N N O E ro ro p tl 41 3 C f/1 } {y 3 C 41 tC U1 p_ 0 d� 'm C N y .0 0 a N 0 J a ro ro a y A N }. 3 N C N U N ro U N U N o E o c r > E L E> €> c a > L c E E$ a s cci h E a a v F a o. a h v n 'o E I� ro w 4 en v� ZO x Z Z 2 M O g F m N m 9 J lG C �pO E o cu M E a 0 .� m } N y .. a N a$ �. o N O L a N y E a E N N N ro N N o tJ ttl rN E ro c QC" +L. E 8 0 o a €' m •- ,ro 'Z ro o ro `o E C m O m a m m o a �' N o c 'm J= G O aEi 0 c N O .�-�' o w m o ro C c o aroi E y N i O N ro O U Sys N N U O ❑. O N ,p } N d N N N z F w O CC (7 croi aci LU Z LLI _ _ z v= J v K O Z M 4 m Software Updates program If the Client has purchased the Software Updates Program, the Client will be entitled to receive new General Availability (GA) releases of the Tiburon licensed software products purchased by the Client. The Software Updates Program provided hereunder does not include any of the following: (a) Installation, configuration and training services. Upon reasonable notice from the Client, Tiburon will provide a Price Quote to the Client on a time and materials basis at Tiburon's then current rates for such services; (b) Modifications or customization of the Software other than corrections of Defects made or provided under these Maintenance and Support Guidelines; (c) Consultation for new programs or equipment; (d) Correction of problems, and assistance regarding problems, caused by operator errors, Including but not limited to the entry of incorrect data and the maintenance of Inadequate backup copies and Improper procedures; and /or (e) Correction of errors attributable to software other than the licensed Software Upgrade of the Client's Hardware, Operating System, and /or third party software may be required from time to time to support New Releases, Maintenance Releases or Upgrades of the Software. The Client shall be solely responsible for the cost of such upgrades unless expressly stated otherwise. Product Specialist and Training Services Clients can contact the Help Desk to request the services of Product Specialists and Trainers. The Help Desk will direct the call to the appropriate technical services representative to provide details on the services offered and their associated rates and to schedule resource availability. Client Responsibilities (a) Technical Service Tickets The Client shall provide all Information requested by Tiburon necessary to complete its Technical Support Services form for each request for technical services, Enhancements, and Out of Scope Services. (b) Remote Access The Client will facilitate high speed 512Kbps or greater remote VPN access for Tiburon to access the servers and workstations at the Client Site. Remote access will require the use of interactive applications including but not limited to PC Anywhere; Remote Desktop, VNC, telnet, secure shell (ssh) , and application -level TCP /IP socket connectivity as determined necessary by Tiburon. Tiburon personnel will require local administrative control of all servers and workstations involved in Tiburon implementation. In addition, Tiburon requires the ability to dynamically upload /download files to the server(s) withoutthlyd -party intervention. Tiburon technicians may need remote access to the System to analyze the System configuration, aid In problem analysis or to modify the System configuration for a problem work - around. Remote access may also be used for transmission of Software updates to the Client. Remote access must be available twenty -four (24) hours a day, seven (7) days a week. Tiburon's request to halt any System functionality shall require the Client's appropriate management approval. Tiburon shall not perform any service - affecting activity without Informing the Client's appropriate management In advance and receiving proper authorization. Tiburon recognizes the need for security of remote access facilities. Tiburon shall work within the Client's security guidelines whenever possible, If the Client's remote access facility is dysfunctional, Tiburon shall not be held liable for response times. Tiburon shall not be responsible for any costs relating to the procurement, installation, maintenance and use of such equipment and all associated telephone use charges, Tiburon shall use the data connection solely in connection with the provision of its services hereunder. The Client may be required to run tests deemed necessary by Tiburon following each remote access as requested by Tiburon. (c) Across The Client shall provide Tiburon's personnel or its local service provider with full access to their site at all required times. (d) Maintenance and Back -Ups The Client shall ensure that maintenance and back- up activities relating to the Tiburon proprietary software and the System, including without limitation backing up databases and journal logs, purging out of date records and running reports and performing diagnostics, are timely carried out. (e) Data Input The Client shall enter, update and maintain the input data as required for satisfactory operation of the Tiburon proprietary software, and be responsible for the accuracy of all Client- provided data. (f) Thfrd -Party Product Support Unless otherwise agreed, the Client shall obtain, pay for and maintain in effect during the term of these Maintenance and Support Guidelines the technical support contracts for certain third party products as specified by Tiburon, and shall ensure that, in addition to authorizing the Client to request support services there under, each such support contract also expressly authorizes Tiburon to request support services there under on the Client's behalf. (g) System Securitq The Client shall ensure that the security of the System conforms in all respects to the federal, state, and /or local mandated law enforcement telecommunications requirements. (h) System Chance. Alteration. or Modification The Client shall ensure that, with respect to the Tiburon proprietary software, such software Is Installed only on the authorized server and workstations and only at the authorized site, The Client shall ensure that each authorized site conforms in all respects to the site specifications as required by Tiburon. The Client shall ensure that no change, alteration or modification is made to the System configuration without the express prior written consent of Tiburon; provided, however, that said consent is not intended to constitute in any manner Tiburon's approval, certification, endorsement, or warranty of the System configuration or System performance. (i) Database Administration Change Authorization Client shall maintain a system to ensure that only authorized personnel have the ability to perform database administration activities and that a list of all such authorized personnel (and any updates thereto) be promptly delivered to the Tiburon's Technical Support Services department, Database administration shall be in compliance with Tiburon provided guidelines. Tiburon cannot assist Client personnel other than those on the most current authorization list. (j) Authorized Client Representative The Client shall designate, In a written notice a single individual to act as the Client's authorized representative for purposes of these Maintenance and Support Guidelines. Such individual (a) must be authorized to act on the Client's behalf with respect to all matters relating to these Maintenance and Support Guidelines; (b) shall ensure the Client's compliance with Its responsibilities under these Maintenance and Support Guidelines; and (c) shall coordinate appropriate schedules in connection with Tiburon's services under these Maintenance and Support Guidelines, The Client may change the individual designated hereunder by providing Tiburon advance written notice designating the new individual authorized to act as the Client Representative. (k) Technical Support Coordinators The Client shall designate, in a written notice one or more individuals to act as the Client's technical support coordinator (a "Technical Support Coordinator "). The Client shall ensure that each Technical Support Coordinator designated hereunder shall have received the appropriate Tiburon proprietary software and System training and shall otherwise be familiar with the Tiburon proprietary software and the System. The Client shall ensure that, at all times, a Technical Support Coordinator is available (a) to screen operational assistance calls and handle operational problems, where appropriate; (b) to provide access to the System as required; and (c) to provide on-site technical assistance as required by Tiburon to aid Tiburon in performing its services hereunder. The Client may change any individual designated hereunder by providing Tiburon with advance written notice designating the new individual authorized to act as a Technical Support Coordinator. (1) Trainina The Client shall ensure that all Technical Support Coordinators and other personnel have received appropriate training on the Tiburon proprietary software and the System, and otherwise maintain sufficient personnel with sufficient training and experience to perform Its obligations under these Maintenance and Support Guidelines. (m) Error Reproduction Upon detectlon of any error in any of the Tiburon proprietary software applications, the Client shall provide Tiburon a listing of command input, resulting Output and any other data, Including databases and back-up systems, that Tiburon may reasonably request in order to reproduce operating conditions similar to those present when the error occurred. Termination (a) Termination for Payment Defaults In the event that the Client fails to pay when due all or any portion of the annual maintenance and Support fees required, Tiburon may immediately, and without further notice to the Client, terminate these Maintenance and Support Guidelines or suspend all or any portion of the services hereunder for all or any portion of the Tiburon proprietary software applications until the Client's account is brought current, (b) Termination for Other Defaults In the event that either party hereto materially defaults in the performance of any of its obligations hereunder (other than payment defaults covered above), the other party may, at its option, terminate these Maintenance and Support Guidelines, by providing the defaulting party thirty (30) days' prior written notice of termination, which notice shall Identify and describe with specificity the basis for such termination. If, prior to the expiration of such notice period, the defaulting party cures such default to the satisfaction of the non - defaulting party (as evidenced by written notice delivered by the non - defaulting party, termination shall not take place. (c) Consequences of Termination Upon termination of this Agreement for whatever rsason, (a) Tiburon shall be under no further obligation to provide support or any other services hereunder; (b) Tiburon shall return to the Client all Client confidential information In Tiburon's possession and shall certify In a written document signed by an officer of Tiburon that all such information has been returned; (c) the Client shall return to Tiburon all Tiburon confidential information In the Client's possession (Including, without limitation, all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment or other documents or property relating to such Tiburon confidential information and all copies of any of the foregoing (In whatever medium recorded) but not including any such Information licensed to and paid for by the Client and shall certify In a written document signed by the authorized Client representative that all such information has been returned. Exclusions to Technical Support Services The following services are outside the scope of the Technical Support Services provided by Tiburon and may result in additional charges, on a time and material basis: (a) Repair of damage or the increase In service time due to any cause external to the System which adversely affects its operability or serviceability, including but not be limited to, fire, flood, water, wind, lightning, and transportation of the System from one location to another; (b) Repair of damage or the increase in service time caused by failure to continually provide a suitable installation environment, Including, but not limited to, the failure to provide adequate electrical power, air conditioning or humidity control, or the Client's improper use, management or supervision of the System including, without limitation, the use of supplies and accessories. Proper use and environmental requirements are determined by the Product documentation; (c) Repair of problems caused by the use of the System for purposes other than for which it is designed; (d) Repair of problems caused by changes to the Hardware and /or the network made without obtaining Tiburon's prior approval; (e) Repair or replacement of any item of the System which has been repaired by others, abused or improperly handled, improperly stored, altered or used with third party material, software or equipment, which material, software or equipment may be defective, of poor quality or Incompatible with the System, and Tiburon shall not be obligated to repair or replace any component of the System which has not been installed by Tiburon or a Tiburon authorized technician; (f) Removal, relocation and /or reinstallation of the System or any component thereof; (g) Diagnosis time directly related to unauthorized components and /or misuse of the System, whether Intentlonal or not; (h) Any design consultation such as, but not limited to, reconfiguration analysis, consultation with the Client for modifications and upgrades which are not directly related to a problem correction; (i) Provision of any operational supplies, including by not limited to, printer paper, printer ribbons, toner, printer cartridges, photographic paper, magnetic tape and any supplies beyond those delivered with the System; (j) Repair of problems caused by computer/ network security breaches and /or virus attacks; (k) Repair or replacement of any Hardware not purchased from Tiburon and explicitly covered by a Tiburon warranty or maintenance program. AcOR ®® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD Y") 4/1/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER CONTACT NAME: Jonathan Thomas IPHICONE, Exit 415-946-7500 AIC No: -7 Frank Crystal & Co., Inc. dba Crystal & Company 32 Old Slip E -MAIL ADDREss: INSURERS AFFORDING COVERAGE NAIC q New York NY 10005 INSURER A : m /1/2015 EACH OCCURRENCE INSURED TTHOLD INSURER B:H meI n Insurance Company of New Y 34452 INSURER C '.Atlantic Specialty Insurance Compan 27154 Palermo TT Holdings, Inc. 9477 Waples, Suite 100 San Diego CA 92121 INSURER D:RSUI Indemn ty Company 22314 INSURER E VIED EXP (Any one person) INSURER F PERSONAL A ADV INJURY $1,000,000 COVERAGES CERTIFICATE NUMBER: 660514944 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE ADDLSUBR INSR MD POLICYNUMBER POLICVEFF MMIDDNYY) POLICY EXP MMIDONYVY LIMITS A GENERAL LIABILITY 40348411336 /1/2014 /1/2015 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FTI OCCUR DAMAGE RETED PREMSESOEa occurrence $100,000 VIED EXP (Any one person) $Excluded PERSONAL A ADV INJURY $1,000,000 X 10,000 Dad GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGO $2,000,000 POLICY PRO- X LOC $ C AUTOMOBILE LIABILITY 7110125320003 -C79M=INGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ X ANYAUTO X ALL OWNED X SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X X NON -OWNED HIRED AUTOS AUTOS $ D X UMBRELLA LIAB X OCCUR NHA235453 /1/2014 /1/2015 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 EXCESS LIAB CLAIMS-MAOE DED I RETENTION$ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN 4060371810003 /1/2014 /112015 X WC SLAU OTH- ANY PRO PRI ETOR /PARTNER /EXECUTIVE❑ E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mantlatory In NH) If yes, describe under DE SC RI PINION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 B Tech Professional Liab TPP106914 /1/2014 11/2015 5,000,000 Each Claim Retroactive Date 1992 5,000,000 Aggregate Claims Made 25,000 Retention DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is red at red) City of Santa Ana its officers, employees, agents, volunteers and representatives is included as Additional Insured as required by written contract, but limited to the operations of the Insured under said contract, per the applicable endorsement with respect to the General Liability and Automobile Liability policies. \ r I ' j��•;.t � u rezn City of Santa Ana 60 Civic Center Plaza Santa Ana. CA 92701 -0000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE no 19RR -2010 ACORn CORPORATION_ All rinhls ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Attachment Page Palermo TT Holdings, Inc. TT Holdings I, Inc. TT Holdings II, Inc. TriTech Holdings, Inc., a Delaware Corporation Information Management Corporation TriTech Emergency Medical Systems Canada ULC TriTech Emergency Medical Systems, Inc. TriTech Delaware, LLC Vision Enterprises, Inc. Vision Acquisition, Inc. VisionAir, Inc. Voyager, Inc. Palermo Finance Corporation Tiburon, Inc. Xanalys Corporation Geo911, Inc. Masys Corporation TriTech Software Systems, a California Corporation TriTech Software Corporation, a Delaware Corporation Tiburon Limited Xanalys Corporation Geo Mobile, Inc. Compudyne Corporation INSURED, TTHomingsl.Inc, POLICY #; 4034841338 POLICY PERIOD; 05/01/2014 TO 05rov2015 COMMERCIAL GENERAL LIABILITY CG 20 15 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -VENDORS This endorsement mod!fles insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRO DUCTS/ CO MPLETED OPERATIONS" LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anizatlon s Vendor Your Products ANY PRP,SON CR 0RGANT7,ATT ^,V product made intentionally by the vendor; WEEN YOU AND SUCH PERSON JR d. Repackaging. except when unpacked solely OR.GATdT7,A7TQ1Q FAW*, AFR7T{7 T'd for the purpose of inspection, demonstra- WRTTIYdG IN A CONTRACT OR Tlon, testing, or the substitution of pats ALE%LL'MENT 'PLAT _•ULL YliYLtUN Uit undei instructions from the manufacturer, ORGATSTZATTOII RR A_)_)FD AS AN and then repackaged In the erlgl�l can - ADDITIONAL INSUP.ED CN YOUR [airier; PU TCY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A, Section II —'Who Is An Insured is amended to c. Any physical or cherric:al change In the include as an additional insured any pe^son(sj or product made intentionally by the vendor; organization(s) (refer•ed to below as vendor) d. Repackaging. except when unpacked solely shown in the Schedule, but only with respect to "bodily for the purpose of inspection, demonstra- injury" or "property damage" arising out of Tlon, testing, or the substitution of pats 'Your products' shown in the SdredulF which are. undei instructions from the manufacturer, distributed or sold in the regular course of the and then repackaged In the erlgl�l can - vendor's business, subject to the following add!- [airier; tional exclusions 1. The insurance afforded the vendor does not e. Any failure to make such inspections, ad- Justnents, tests or servicing as the vendor apply to: has agreed to make or normally undetalces a. "Bodily injury" or "property damage" for to make in the usual course of bus rises, in which the vendor is obligated to pay dam- connection with the dl8tribu9nn or sale of ages by reason of the assumption of Ilab Ilty the products: in a contract a- agreement This excluslon f. Demo ion, nstrat nstallatlon, servicing or does not apply to liability for damages that repair operations, except such operations the vendor would have in the absence of penormed at the vendor's premises in con - the contract or agreement, nection with the sale of the product; b. Any express warranty unauthorized by you; CG 20 15 07 04 n ISO Properties, Inc., 2004 Page 1 of 2 g. PrarILICIS which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing_ or substance by for the ven- dor; or h. 'Bodily injury" or 'property damage" arising out of the rule neyligence of live vendor fui its own acts or ninissions or those of its employees or anyone else acting an its be- half. However. this exclusion does not apply to: (1) The exceptions contained in Sub- paragraphs d. or f.: or (2) Such inspections; adjustments,. tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business. in connec- tion with the distribution or sale of the products. 2. Ts irisurance dues nut apply to any insured person or organization, from whom you have acgared such products, or any ingredient, part or container, entenng into, accompanying or comaininc such products. Page 2 of 2 Q ISO Propertias, Inc., 2JO4 CG 20 15 07 04 POLICY NUMBER: 4034841338 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: As required by written contract or agreement executed prior to the occurrence. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 ❑ INSURED: Palermo TT Holdings, Inc. POLICY #: 7110125320009 POLICY PERIOD: 05101/2014 TO 05/01/2015 IS' V '� ✓Sii sione to determine the "At of your cov�eraipi SCHEDULE OF COVERAGE 2. Airbag Discharge Repair—Waiver Deductble 4. Blanket Waiver at o.. I& Hired Auto Physical Damage Ommile 5. Bodily Injury Redefined — Mental Anguish % Lease Gap Coverage 6. Broad Form Named Insured 17, Liability Cover"a — Supplementary Paym T. Commun[catiorve Equipment 14, Navwly Fanned r Organizations • Derulnution in Value 19. Physical Damage — Transportation e M r 10. Oulas In The Event of .r- K Claim, " or Loa vowd" Gage 2 o 5 MLWM c®Opsighm mea a low lommm SQNlm9$ offloo. Inc. WA201011M Gopyr& 20K ±I III I1111M1P9R91M1191- I1nRII" 1110IIiIY d. The following definition is addled to the DEFINITION$ auction of the policy. "Execurthm officer mains a person holding any of the of lovit incalliculs created by your chader, conaft. Lion, by4aws or any similar governing document. 9 The Gather insurer Condition, under Section IV — BUSINESS AUTO CONDITIONS, clovas not apply to the proverens of this Drive Other Car endorsement There is no 'other Insurance" applicsibJe to this on- divremment. 11 DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Under SECTION IV — BUSINESS AUTO CONDITIONS —the Durters In The Event Of Accident Claim, SUR Or [xvss Condition is arranded as follows: The requirements that you must: a Notly us o(Waccidany', dalm, "suil"arloW; and b. Send apply only when such "accident ", claim, 'saint" or 'lam- a linam to: e. You, if you are mindividuali b, A partner, It you area partnership! v: An executive offloarof the cmactration m insurance manager, il' you area corporation; or d. A manager, if you are a limited liability nomparrii 11, EMPLOYEESASINSUREUS The Who Is An Insured provision under SECTION 11 — LIABILITY COVERAGE M changed by adding the fol- lowing; Any "evrnployevsr of yours while using a devoted %utcvi you clovil own, hirsor borrow in yourbustriviss or your personal affairs This owategG a excess over any other collectible invemmosic. 12 EMPLOYEE HIRED AUTOS The iollowing is added 10 the Who IS An Insured Provision; An "onrvployoom of ymirs man "insured' while operating an "auto" hired or corded under a contactor agreement in that "emjmmsa"s' name, with your permission, while Performing dufia* related to the conduct of your busi- ness. For purposes of Me coverage grant paragraph 5 b. of the Mar Insurance Condition In the Suvilrems Auto Coverage Form a replaced by the kiwwvrv: b, For Hired Auto Physical Camage Coverage, the following are deemed lobe covered 'aulmi" you amrT 1. Any covered "auto" you pease, hive, runt urbarrotiggrid VCA 2010109 IrekMas Wpoehled vreAsnal of Insmance Sombim offim IW, paga3ds GoWbIa 2004 Ow4lcawn Irmiravve Same b. The actual cnh v4duw or 4 d G IMMM COWiOM96 or ln9ata Akwkw QTr4 tm VGA 2M 0109 CAI;yn9Bt can In: mom ramp r x� Under SECTION III —PHYSICAL DAMAGE COVERAGE Coverage Sot Towing Is amended me follows. a, This coverage applies to any covered °aula" for which a premium charge for Cawing and labor is shown in the Schedule or in the Doclarotiona. b. The lifilt is $100.