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TRITECH SOFTWARE SYSTEMS 2b
City of Santa A" -a a + Clerk of the Cowicil AGREEMENT TERMINATION FORM Please complete this form when the atfached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. The agreement with Trifech Software COTC Office Use No.( : A-2008-331 was completed on 91 ijand final payment has been made. AA amendments. Use space below if needed.) -A -- R -fie�q$�i6a A- Iggq - 201 ---- Department:t A-[449-1q6 A-Z001-2SS - 2040 -0l$ A - 26o j- -igl -I Phone/Pxf.: <— A-2.000-Q2 11-20a2-203 A -zoo3-25 Signature: F � - 2.005 -014- T � A- 20o4 Dole: ReV[sed 08-23-10 A-2008-331 INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK OF COU14CIL r) ATG �-o g , W►o O IiJ TRiTECH SOFTWARE SYSTEMS TriTech Software Systems 9860 Mesa Rim Road San Diego, CA 92121 Phone: 858.799.7000 Fax: 858.799.7011 Email: sales@tritech.com SOFTWARE SUPPORT AGREEMENT TRITECH SOFTWARE SYSTEMS Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 1 of 21 SOFTWARE SUPPORT AGREEMENT TABLE OF CONTENTS 1.0 DEFINITIONS...........................................................................................3 2.0 TERM........................................................................................................3 3.0 SUPPORT FEE(S)....................................................................................4 4.0 TELEPHONE SUPPORT..........................................................................5 5.0 SOFTWARE ERROR CORRECTION......................................................5 6.0 SOFTWARE UPDATES...........................................................................6 7.0 LIMITATIONS...........................................................................................6 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE.................................................................... 8 9.0 LIMITATION OF LIABILITY.....................................................................9 10.0 DISPUTE RESOLUTION..........................................................................9 11.0 SEVERABILITY......................................................................................10 12.0 FORCE MAJEURE/EXCUSABLE DELAY.............................................10 13.0 CONSTRUCTION AND HEADINGS......................................................10 14.0 WAIVER.................................................................................................10 15.0 ENTIRE AGREEMENT...........................................................................11 16.0 APPLICABLE LAW................................................................................11 17.0 ASSIGNMENT........................................................................................11 18.0 NOTICES................................................................................................11 19.0 GENERAL TERMS.................................................................................12 ADDENDUMA ................................................................................................14 ADDENDUMB................................................................................................16 Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 21 SOFTWARE SUPPORT AGREEMENT Client: City of Santa Ana Address: 1439 S. Broadway City, State, Zip: Santa Ana, CA 92707 Phone, Fax: 714.647.5700/fax 714.647.5779 Contact Name: Marc Martin, Fire Chief This Agreement is made by and between TriTech Software Systems, referred to as "TriTech", with offices at 9860 Mesa Rim Road, San Diego, California 92121 and Client named above, referred to as "Client". A. WHEREAS, TriTech and Client entered into a Computer Aided Dispatch Primary Agreement dated September 5, 2006 (the "Purchase Agreement"); and B. WHEREAS, TriTech and Client had previously entered into a Computer System Purchase and Software License Agreement dated March 26, 1996; and C. WHEREAS, this Software Support Agreement is entered into to provide Software Support for the TriTech Software licensed under the agreements referenced in paragraphs A and B for a period of one year, subject to annual renewal thereafter; and D. WHEREAS, this Software Support Agreement replaces and supersedes any previous agreements between the parties with respect to the subject matter herein; NOW, THEREFORE, in consideration of the terms, promises, mutual covenants and conditions contained in this Agreement, TriTech and Client agree as follows: 1.0 DEFINITIONS All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given them in the Definitions section of the Purchase Agreement, which section is incorporated by reference herein as though set forth in full. 2.0 TERM The initial term of Software Support services provided under this Agreement shall begin June 1, 2008 and end twelve (12) months thereafter. Software Support for subsequent annual Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 21 terms shall be subject to renewal of this Agreement and payment of the renewal Software Support fees. On or before the expiration of the then current support term, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Agreement for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to Client. 3.0 SUPPORT FEE(S) 3.1 Software Support fee(s) to be paid by Client for the initial term of this Agreement are established based on the software licenses purchased under the System Purchase Agreement. The Software Support fee for the first renewal term shall be the amount specified in Addendum A hereto, subject to the adjustments as described in 3.2. 3.2 TriTech shall notify Client prior to the end of the initial support term of the Software Support fees for the first renewal term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term. Software Support fee for the first renewal term and all renewals thereafter shall be shall be subject to increase on an annual basis at a rate equal to the increase in the Consumer Price Index, Los Angeles/Orange County area for the 12 month period ending June 30 prior to the renewal of this Agreement, or 5%, whichever is less. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client's then current support period. 3.3 Software Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech for support services provided at Client's site or other locations remote from TriTech's principal place of business. Such expenses shall be paid by Client on receipt of Tn'Tech's invoice for such expenses. 3.4 If Client fails to renew Software Support for any renewal term by execution of the applicable Software Support Renewal Agreement and payment of the applicable Software Support fees, Software Support may be rendered by TriTech, at its discretion, on a time and material basis, at TriTech's then current rates for consulting and support plus expenses and Update license fees. If Client ceases to keep in force an annual Software Support Agreement, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's client base and fairly shared by all TriTech Software users. Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 21 3.5 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one-half percent (1-1/2 %) per month, or the highest rate permitted by law, whichever is less, from fifteen (15) days after their due date until paid. Remittance Address for Payments Only: TriTech Software Systems Post Office Box # 671392 Dallas, TX 75267-1392 3.6 Except for taxes for which Client provides TriTech with written certification of its tax-exempt status, if TriTech is required to collect or pay sales, use, property, value-added, or other such taxes based on the software or services provided under this Agreement, and/or Client's use thereof, then such taxes shall be invoiced to and paid by Client on receipt of such invoice. 4.0 TELEPHONE SUPPORT TriTech will provide Telephone Support service twenty-four (24) hours a day, seven (7) days a week as more fully described in Addendum B. Client will ensure that only personnel properly trained in the operation and usage of the TriTech Software will utilize the Telephone Support service. 5.0 SOFTWARE ERROR CORRECTION If, during the term of this Agreement, Client determines that Software Error(s) exist, it will first follow any error procedures specified in the TriTech Documentation. If following the error procedures does not correct the Software Error, Client shall immediately notify TriTech pursuant to the guidelines and procedures described in Addendum B, setting forth the defects noted with specificity requested by TriTech. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will correct the Software Error(s) in accordance with Addendum B. If TriTech is unable to reproduce the Software Error at TriTech's facility, TriTech will assist the Client in capturing the error utilizing TriTech's VisiNet Black Box, or any subsequent replacement, technology which logs user actions and system configuration. In the event that the error cannot be captured via VisiNet Black Box, but is reproducible at the Client's site, the Client may request onsite assistance. If the Client and TriTech determine that it is necessary for TriTech personnel to travel to Client's site to reproduce the error, TriTech shall pay its travel expenses incident to the on -site visit. If, however, the reported problem is determined to have been caused by Client Equipment, Subcontractor Software or Hardware, or System Software, or is otherwise not attributable to the TriTech Software, Client shall, pay TriTech's travel and labor related to the on -site visit at its then current hourly rates for technical support and engineering. Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 21 6.0 SOFTWARE UPDATES From time to time at TriTech's discretion, Updates to the TriTech Software and Release Notes documenting the Updates will be developed and provided to Client. All Updates and their accompanying Release Notes shall be subject to the terms and conditions of the Purchase Agreement and shall be deemed licensed TriTech Software thereunder. (Updates do not include new versions or separate modules or functions that are separately licensed and priced.) 7.0 LIMITATIONS 7.1 Software Support for the TriTech Software shall be subject to and conditional on Client's implementation and use of a version of the TriTech Software that is the most current production version thereof that is offered to Client. If Client does not implement the most current production version when it is made available, TriTech shall only be obligated to provide Software Support for Client's version of the TriTech Software for a period of twelve (12) months thereafter. 7.2 TriTech shall not be obligated to provide Software Support if Client is not current on the payment of all Software Support fees and expenses. 7.3 If any of the following circumstances exist, TriTech shall be entitled to charge additional Software Support fees plus expenses at its then current rates: 7.3.1 Problems in the TriTech Software are caused by modification of the TriTech Software, Subcontractor Software or Hardware, System Software, or Equipment by Client or a third party whether or not permitted hereunder. 7.3.2 Problems in the TriTech Software are caused by the TriTech Software not being used in accordance with the TriTech Documentation, or other instructions provided by TriTech, or by misuse or neglect. 7.3.3 Problems in the TriTech Software are caused by software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the TriTech Documentation. (The procedures for seeking approval for loading third party software on a CAD Workstation or Mobile Client (Mobile Workstation) are set forth in paragraph 7.4 of this Agreement. As provided in said provision, software that is not provided by TriTech shall not be loaded on a CAD Server or Mobile Server.) 7.3.4 Problems in the TriTech Software are caused by equipment which does not meet the configuration requirements specified in the TriTech Documentation, by failure of Client to provide and maintain the site and facility requirements described in the Purchase Agreement, or the use of "clones" (generic "look -alike" equipment) as substitutes for the Equipment listed in the Purchase Agreement. Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 6 of 21 7.3.5 Problems in the TriTech Software are caused by one or more computer viruses that have not been introduced into Client's system by TriTech. Client shall maintain up to date virus checking software and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the CAD System. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus -free copy of the TriTech Software, and will, at its expense, reload said software (but not Client's data) on Client's Equipment. Client shall be responsible for reloading its data and, to that end, shall practice reasonable back-up procedures for the CAD system. 7.3.6 Problems in the TriTech Software are caused by Subcontractor Software or System Software, including but not limited to operating system software. 7.3.7 Problems in the TriTech Software are caused by lack of Year 2000 Compliance of hardware, firmware, software, data or other facilities manufactured, developed and/or otherwise provided by Client or third parties, including but not limited to Equipment, Subcontractor Software or Hardware, or System Software. 7.3.8 Problems in the TriTech Software are caused by Equipment or software provided by Client or third parties with which the TriTech Software interfaces or operates (including but not limited to Subcontractor Software or Hardware or System Software), including but not limited to problems caused by changes in such Equipment or software. 7.4 If, at any time after installation of the System, Client desires to load on a Workstation any software not provided by TriTech, it shall, before loading such software, follow the procedures in the then current Client Support Services Manual, and contact the TriTech Technical Services Department at the telephone numbers listed in Addendum B for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client's needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, or any other item provided by TriTech under this Agreement, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software. 7.5 TriTech Software Support under this Agreement, or any renewal or extension thereof, shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Subcontractor Software, System Software or Equipment, or in any other hardware, firmware or software provided by third parties or Client ("Third Party Changes"). Any such services shall be subject to additional charges by TriTech and the mutual agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be under no obligation, express or implied, with respect to such Third Party Changes. Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 7 of 21 7.6 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Agreement. Client's use of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at Client's sole risk. 7.7 Client is responsible for maintaining the required certifications for access to Client's state CJIS system(s), NCIC and/or other local state, federal and/or other applicable systems. 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE 8.1 Maintenance and support for Equipment provided under the Purchase Agreement is not included under this Agreement. However, since proper computer equipment maintenance is required for proper system operation, Client shall acquire and keep in force equipment maintenance agreements for the computer and peripheral equipment used to operate the TriTech Software, or to provide such maintenance in-house with qualified personnel. If Client determines that an item of Equipment provided under this Agreement does not perform as provided in the applicable specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and reasonable assistance, as defined in 8.2 below, in determining the cause of the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 8.2 Maintenance and support for Subcontractor Software, Subcontractor Hardware, or System Software sold or licensed under the Purchase Agreement shall be subject to and provided in accordance with any maintenance agreements between Client and the suppliers thereof, or other third party maintenance providers. If Client determines that an item of Subcontractor Software or Hardware, or System Software provided under the Purchase Agreement does not perform as provided in the applicable Specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and provide reasonable assistance to Client in determining the causes of the reported problem. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by a TriTech Software issue or an issue with a Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with the Client non-proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows O/S software (Microsoft) that generally affects the operation of the TriTech Software and is not caused by a Client specific installation or configuration of the O/S, TriTech will work with Microsoft to coordinate the resolution. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems -- Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 21 9.0 LIMITATION OF LIABILITY 9.1 The total liability of TriTech for any claim or damage arising under this Agreement or renewals thereof, whether in contract, tort, by way of indemnification or under statute shall be limited to (i) direct damages which shall not exceed the Software Support fees paid under this Agreement by Client to TriTech for the twelve (12) month term during which the cause of action for such claim or damage arose or (ii) in the case of bodily injury or property damage for which defense and indemnity coverage is provided by TriTech's insurance carrier(s), the coverage limits of such insurance. 9.2 IN NO EVENT SHALL TRITECH BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR NON-USE OF THE TRITECH SOFTWARE, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER TRITECH HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 10.0 DISPUTE RESOLUTION 10.1 The parties desire to resolve certain disputes, controversies and claims arising out of this Agreement without litigation. Accordingly, the parties agree to use the following alternative procedure as their sole remedy with respect to any dispute, controversy or claim arising from or relating to this Agreement or its breach. The term "Dispute" means any dispute, controversy or claim arising under or related to this Agreement. 10.2 At the written request of a party, each party shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any Dispute arising under this Agreement. The parties intend that these negotiations be conducted primarily by non - lawyer, business representatives. (However, the parties may be assisted by legal counsel in such negotiations.) The discussions shall be left to the discretion of the representatives. Upon their mutual agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, shall be exempt from discovery and production, and shall not be admissible in any lawsuit without the concurrence of all parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted, may be produced in discovery, and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit. 10.3 If the negotiations described above do not resolve the Dispute within sixty (60) days of the initial written request, the Dispute shall be submitted to mediation under the Commercial Mediation Rules of the American Arbitration Association (the "Association"). The Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 9 of 21 mediator shall be selected from the panel of mediators of the American Arbitration Association with expertise in computer law and technology. 10.4 If the Dispute is not completely resolved in such mediation, either party may bring legal action in Orange County, California. 10.5 Each party shall bear its own costs of these procedures. A party seeking discovery shall reimburse the responding party the reasonable out-of-pocket cost of production of documents (to include search time and reproduction time costs). 11.0 SEVERABILITY If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable. 12.0 FORCE MAJEURE/EXCUSABLE DELAY Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, govern -mental order or regulation, complete or parti al shutdown of plant, unavailability of Equipment or software from suppliers, default of a subcontractor or vendor to the party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the party's reasonable control ("Excusable Delay" hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 13.0 CONSTRUCTION AND HEADINGS The division of this Agreement into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections. 14.0 WAIVER 14.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision. 14.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 21 or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 15.0 ENTIRE AGREEMENT This Agreement and its Addenda or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement. 16.0 APPLICABLE LAW Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of law provisions and not including the United Nations Convention on Contracts for the International Sale of Goods if such convention would otherwise be applicable. 17.0 ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of TriTech, TriTech may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Client, which consent shall not be unreasonably withheld, and any such assignment, transfer, delegation or subcontract without the Client's prior written consent shall be considered null and void. A merger or acquisition of all or substantially all of TriTech's assets shall not be considered an assignment hereunder. 18.0 NOTICES All notices required to be given under this Agreement shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e-mail followed immediately by first-class mail, or (iv) by personal delivery, to the address set forth below, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof. To Client: To TriTech: Santa Ana Fire Department TriTech Software Systems 1439 S. Broadway 9860 Mesa Rim Road Santa Ana, CA 92707 San Diego, Calif 92121 Attn: Chief Martin Attn: Christopher D. Maloney, Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright C 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 1 1 of 21 President 19.0 GENERAL TERMS 19.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this Agreement by either party except as provided in the ASSIGNMENT section of this Agreement. 19.2 This Agreement shall not become a binding contract until signed by an authorized officer of both parties, and it is effective as of the date so signed. 19.3 This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. 19.4 The provisions contained herein shall not be construed in favor of or against either party because that party or its counsel drafted this Agreement, but shall be construed as if all parties prepared this Agreement. 19.5 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders. 19.6 A facsimile of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement, generated by a facsimile machine (as well as a photocopy thereof) shall be treated as an original. SIGNATURE PAGE FOLLOWS Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 21 19.7 THE PARTIES' ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS HEREOF AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION OR OTHERWRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY EACH PARTY. ATTEST: PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: MARC MARTIN Fire Chief CITY OF SANTA ANA DAVID N. RE City Manager CONTRACTOR Cl�fd.; CHRISTOPHER D. MALONEY President TriTech Software Systems Employer ID # 953871079 Santa Ana Fire Department Software Support Agreement V-5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 13 of 21 ADDENDUM A SUPPORT FEES Support fees for the initial term beginning June 1, 2008 and ending twelve (12) months thereafter, based on the TriTech Software licenses currently held by Client (listed below) are $114,150.10, including applicable source code escrow fees. Prior to the end of the then current support term, and each subsequent annual support term, TriTech will forward an invoice to Client for the annual support fee, which fees are subject to increase in accordance with section 3.2 of this Agreement. An increase in the TriTech Software licenses granted to Client will result in an increase in the Software Support fee. The remittance address for payments only is: TriTech Software Systems Post Office Box # 671392 Dallas, TX 75267-1392 Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems - Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 14 of 21 Addendum A (continued) Product Name z # of I.icence.c Previous Licenses VisiCAD Fire/EMS Server Software I VisiCAD Back-up Server Software [a] 1 VisiCAD Fire/EMS Workstation Software 5 EMS VisiLite Software [a] 1 E911 Interface Software I Alpha Numeric Paging Interface Software I MST Interface Software [a] 1 SIMMS Radio Interface Software I Enhancement for SIMMS II Interface Software I CAD to Station Printer Software I CFIRS Interface Software [a] 1 ProQA Interface Software I VisiCAD Fire RMS Interface Software I VisiNet Fire RMS Enterprise Software [a] 1 New Licenses from 3357 VisiCAD Quickest Path Dispatch I VisiNet GISLink Utility License I VisiCAD Geofile Cross Reference (Point n Polygon) Module I VisiCAD Dispatch Rules Module I VisiCAD SOP Module I VisiCAD Advanced Timers Module I VisiNet Browser I VisiCAD Test/Training Server SW License I VisiCAD Test/Training User SW License I Custom Station Alerting Interface I VisiNet Mobile to CAD Interface I VisiNet Mobile Server I VisiNet Mobile Mapping Server I VisiNet Mobile Base Client License [b] 35 VisiNet Mobile Mapping License w/AVL [b] 35 VisiCAD Controlling Dispatcher Module I Archive and Reporting Server I Standard VisiCAD Advanced CAD to CAD Interface License I NOTES: [a] removed from Support per Client request [b] only 35 of 45 total purchased are installed as of Aug 08. TriTech will verify the number of installed licenses prior to `09 support renewal Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 15 of 21 ADDENDUM B SOFTWARE ERROR CORRECTION GUIDELINES AND PROCEDURES (1) All VisiCAD Software Errors reported by Client employees shall be resolved as set forth below. Initial response by TriTech will be based upon the priority assigned by Client's supervisor of the CAD. Resolution response will be based upon the priority jointly agreed on by TriTech and Client. Client will specify a central contact person at each CAD site and a Client CAD coordinator who will be the focal point for all CAD activity. (2) If Client determines a Software Error exists, Client shall immediately notify TriTech by telephone, followed by an error report in writing, setting forth the defects noted with specificity requested by TriTech. Software Errors may also be reported via email to supportLu tritech.com, or through Tn'Tech's Support website. Note that Critical Priority Software Errors must be reported via telephone. The written report must be faxed to TriTech at (858) 799-7010. Telephone notification will be made to TriTech's VisiCAD support line at 1 (800) VisiCAD, 1 (888) VisiCAD, or (858) 799-7050. (3) "Normal Technical Services Hours" are 5:30a.m. through 5:30p.m. (PT/PST), Monday through Friday, excluding holidays. "Normal TriTech Office Hours" are 8:30a.m. through 5:30p.m. (PT/PST), Monday through Friday, excluding holidays. (4) The main support line will be answered by an automated attendant at all hours. The Client can either remain on the line or press 2 to transfer to the Technical Services Department. If a Technical Services representative is available, the call will be answered and handled immediately. If all representatives are busy, the Client will be given the option to leave a message or press 0 (zero) in the case of a Critical Priority Problem, as described below. In the case of Critical Priority Problems (as described below) the Client shall press zero. All other problem reports will operate on a call-back basis after leaving a message in the support voice mailbox. (5) During Normal TriTech Office Hours, pressing zero will transfer the caller to the receptionist who will assist the Client. The receptionist will use these procedures to handle the call appropriately, including finding a Technical Services representative or other personnel to assist the Client. (6) After Normal TriTech Office Hours, pressing zero will transfer the caller to our emergency answering service. When connected to the service, the Client shall provide the operator with his or her name, organization name, call-back number where the Technical Services representative may reach the calling party, and a brief description of the problem (including, if applicable, the information that causes the issue to be a Critical Priority Problem). Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 16 of 21 (7) During Normal Technical Services Hours, each Software Error report or enhancement request will be assigned an issue number. This number should be used for all subsequent inquiries relating to the original Software Error report. Problems reported after Normal Technical Services Hours will be logged and assigned an issue number the next business day. (8) Client shall provide TriTech with a high speed data connection (as more fully defined in the VisiCAD and VisiNet System Planning Document, including any subsequent updates thereto), a separate data quality telephone modem line and a dedicated voice line (in each case as specified by TriTech) to each physical area in which a Server or interface equipment is located to enable TriTech to access, diagnose, update or install a workaround to the system. Client shall additionally provide a voice telephone line located near such areas to allow simultaneous voice and data access. (9) Reported software errors will be responded to and resolved in accordance with the matrix at section 10 below If requested or specified in the response time criteria below, a TriTech representative will return the call in a manner consistent with the priority and order in which the call was received. Client will make every effort to respond to TriTech in a timely fashion when requests are made for follow-up calls or additional documentation on the reported problem. (10) Priorities and Support Response Matrix The following priority matrix relates to software errors covered by the TriTech support and maintenance agreement. Causes secondary to non -covered causes - such as hardware, network, and third party products - are not included in this priority matrix and are outside the scope of this Support Agreement. Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 17 of 21 The following matrix describes the priorities for each reported issue and the associated response and resolution times for VisiCAD, VisiNet Mobile, VisiNet Browser, and Interfaces. VISICAD, VISINET MOBILE, VISINET BROWSER, AND INTERFACES RESPONSE MATRIX Priority issue lleiinititrn Res Ouse'�i€ e Level l — 24x7 Support: A system down event which Business Hours: Telephone calls to 800-VisiCAD Critical Priority severely impacts the ability of Users to dispatch are answered and managed as they come in with emergency units. This defined as the following: no need for a call back. • CAD or Mobile system down After Hours: Thirty (30) minute callback after • Critical servers inoperative client telephone contact to 800-VisiCAD. • Complete interruption of call taking and/or dispatch operations Critical Priority — Priority I issues must be called • Loss of data & data corruption in via 800-VisiCAD (800.847.4223) in order to receive this level of response. [Refer to Special This means that one or more server components Notes #2 and 3, below.] are down or non-functional disabling CAD or Mobile workstations. These Software Errors are defined in Special Note #1, below. Level 2 — 24x7 Support: A serious Software Error not Business Hours: Telephone calls to 800-VisiCAD Urgent Priority meeting the criteria of a Critical Priority, but are answered and managed as they come in with which severely impacts the ability of Users to no need for a call back. dispatch emergency units. Such errors will be consistent and reproducible. After Hours: One (1) hour callback after client telephone contact to 800-VisiCAD. Generally this means that over 50% of the system CAD or Mobile workstations are negatively Urgent Priority — Priority 2 issues must be called impacted by this error. These Software Errors are in via 800-VisiCAD (800.847.4223) in order to defined in Special Note #4, below. receive this level of response. [Refer to Special Notes #2 and 3, below. Level 3 - Business Hour Support: A significant Software Business Hours: Telephone calls to 800-VisiCAD High Priority Error not meeting the criteria of a Critical or are answered and managed as they come in with Urgent Priority, but which does prevent the User no need for a call back. from performing a common call taking or dispatching function. Such errors will be After Hours: This priority of issue is not managed consistent and reproducible. via after hours support. [Refer to Special Notes #2 and 3, below.] Generally this means that over 25% of the system CAD or Mobile workstations are negatively High Priority — Priority 3 issues must be called in impacted by this error. These Software Errors are via 800-VisiCAD (800.847.4223) in order to defined in Special Note #S, below. receive this level of response. [Refer to Special Notes #2 and 3, below.] Level 4 — Business Hour Support: A Software Error related Business Hours: Telephone calls to 800-VisiCAD Medium Priority to a user function which does not prevent routine are answered and documented as they come in use of the system or a higher priority issue when a with no need for a call back. reasonable workaround has been provided. Level 4 issues include errors involving all types of After Hours: This priority of issue is not managed system administrator function. These Software via after hours support. [Refer to Special Notes Errors are defined in Special Note #6, below. #2 and 3, below.] Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 18 of 21 Level 5 — Low Priority Business Hour Support: All other software or documentation errors not described above. Client technical questions would be a part of this level. These Software Errors are defined in Special Note #7, below. Business Hours: Telephone calls to 800-VisiCAD are answered and documented as they come in with no need for a call back. After Hours: This priority of issue is not managed via after hours support. [Refer to Special Notes #2 and 3, below.] Note: Business hours for TriTech customer service are 5:30am to 5:30pm (Pacific Time) on weekdays excluding holidays. After Hours support is offered weekends, nights and holidays. Level 1 — Critical Priority Level 2 — Urgent Priority Level 3 - High Priority Level 4 — Medium Priority Level 5 — Low Priority TriTech will provide a procedural or configuration TriTech will work continuously (including after workaround or a code correction that allows the hours) to provide the Client with a solution that Client to resume operations. allows the Client to resume operations. Where a workaround allows the Client to resume operations, the resulting issue ticket will be downgraded to a lower support priority. In that case, TriTech will provide a problem resolution in the form of an Upgrade or modification to the Software in a future update. TriTech will use its best efforts to resolve the issue as soon as possible and not later than 12 hours after notification. This excludes problems secondary to hardware, network, infrastructure and other third party products. TriTech will provide a procedural or configuration TriTech will work continuously (including after workaround or a code correction that allows the hours) to provide the Client with a solution that Client to resume operations. allows the Client to resume operations. Where a workaround allows the Client to resume operations, the resulting issue ticket will be downgraded to a lower support priority. In that case, TriTech will provide a problem resolution in the form of an Upgrade or modification to the Software in a future update. TriTech will provide a procedural or configuration workaround or a code correction that allows the Client to resolve the problem. When necessary, correction of software issues will be in future release. When necessary, correction of software issues will be in future release. When necessary, correction of software issues will be in future release. TriTech will use its best efforts to resolve the issue as soon as possible and not later than 36 hours after notification. This excludes problems secondary to hardware, network, infrastructure and other third party products. TriTech will work to provide the Client with a solution based upon the priority of the issue and the date and time of submission. TriTech will work to provide the Client with a solution based upon the priority of the issue and the date and time of submission. TriTech will work to provide the Client with a solution based upon the priority of the issue and the date and time of submission. Questions and inquiries will be managed in order based upon the date and time of submission. Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright (0 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 19 of 21 Special Note #l: Level l - Critical Priority issues meeting the previously noted criteria are defined as follows: 1. VisiCAD Command: a. The VisiCAD System is down and all workstations will not launch or function. b. The VisiCAD System is inoperable due to data corruption caused by TriTech Software. C. The VisiCAD Reporting and Archiving Server is down and the system is configured to use the Reporting Server for dispatching functions (e.g., Premise History). d. Law enforcement users are unable to send or receive justice queries (using all available methods). 2. VisiNet Mobile: a. The VisiNet Mobile System is down and all unit mobile devices will not login or function. b. The VisiNet Mobile System is inoperable due to data corruption caused by TriTech Software. 3. VisiCAD/VisiNet Interfaces: a. A VisiCAD Station Alerting Interface is down. b. A VisiCAD Paging Interface is down. c. An interface used for personnel rostering is down. d. A NCIC State Message Server (records check) interface is down (see Special Note #1 section l.d). e. A CAD to CAD interface is down. f A mobile interface (MDT or MDC) is down. 4. VisiNet Browser, VisiNet CADLink and VisiNet GISLink: a. There are no Critical Priority (Priority I) issues for these products. Special Note #2: Web portal entries, e-mail messages to "support@tritrch.com", or fax messages are reviewed on the next business day — therefore, the client should always use the telephone to report Level 1 or 2 problems. Special Note #3: If the client wants an acknowledgement and tracking number to validate issue submission outside of business hours, such issues need to be entered via the web portal. When using the web portal, such acknowledgements are sent via automated e-mail within two (2) hours to the individual designated in the ticket. Special Note #4: Level 2 - Urgent Priority issues meeting the previously noted criteria are defined as follows: 1. VisiCAD Command: a. VisiCAD Command users are severely impacted due to one of the following conditions: i. Unable to enter new requests for service via the emergency or scheduled call -taking screen (using all available methods). ii. Unable to assign a unit to an incident (using all available methods). iii. Unable to change a unit's status (using all available methods). iv. Unable to close an incident (using all available methods). v. Unable to view incident information needed to dispatch an incident (using all available methods). 2. VisiNet Mobile: a. Mobile users are severely impacted due to one of the following conditions: i. Unable to receive new requests for service from VisiCAD (using all available methods). ii. Unable to view incident information needed to dispatch an incident (using all available methods). iii. Law enforcement users are unable to send or receive justice queries (using all available methods). 3. VisiCAD/VisiNet Interfaces: a. A VisiCAD Station Alerting Interface fails to process a station alert as part of a unit assignment for multiple incidents (once diagnosed as not being caused by the station alerting system). b. A VisiCAD Paging Interface repeatedly fails to process a unit alert as part of a unit assignment (once diagnosed as not being caused by the paging system or vendor). C. An ANI/ALI interface is down. d. An ANI/ALI interface repeatedly fails to process information into an incident. e. An interface to an external rostering system used to logon units is down. f. An AVL interface fails to process updates for over 50% of units. g. A CAD to CAD interface repeatedly fails to process information into an incident. It. A mobile interface (MDT or MDC) repeatedly fails to process incident or status change information. 4. VisiNet Browser, VisiNet CADLink and VisiNet GISLink: a. There are no Urgent Priority (Priority 2) issues for these products. Special Note #5: Level 3 -High Priority issues meeting the previously noted criteria are defined as follows: Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 20 of 21 I. VisiCAD Command: a. Inaccurate address verification information not secondary to problems with GIS data. b. Inaccurate unit recommendations not secondary to problems with GIS data. C. The inability to view/edit premise or caution note information. d. The inability to send and receive text messaging (within CAD, CAD to Mobile, or Mobile to Mobile). e. Inaccurate information in incident and unit queue displays that does not meet the criteria for a Critical issue (e.g., false positive display of queue warnings) f. The VisiCAD Reporting and Archiving Server is down and the system not configured to use the Reporting Server for dispatching functions (e.g., Premise History). 2. VisiCAD Mobile: a. Inaccurate address verification information not secondary to problems with GIS data. b. The inability to view/edit premise or caution note information. C. The inability to send and receive text messaging (within CAD, CAD to Mobile, or Mobile to Mobile). d. Inaccurate information in incident and unit queue displays that does not meet the criteria for a Critical issue (e.g., false positive display of queue warnings). 3. VisiCAD/VisiNet Interfaces: a. An interface down involving an interface not listed under the critical or urgent priorities. 4. VisiNet Browser a. Data corruption caused by TriTech Software. b. A VisiNet Browser user is unable to enter new requests for service via the Browser call -taking screen (using all available methods). c. A VisiNet Browser law enforcement user is unable to send NCIC/State Message Switch queries (using all available methods) and does not receive responses to such queries (future product). 5. There are no High Priority (Priority 2) issues for VisiNet CADLink or VisiNet GISLink. 6. Level 3 - High Priority issues do not include code file maintenance, cosmetic, documentation, reporting, or similar problems; or questions or inquiries regarding the operation of the software or its installation and training. Special Note #6: Level 4 - Medium Priority issues meeting the previously noted criteria are defined as follows: I . VisiCAD Command, VisiNet Mobile and VisiNet Browser: a. System Administrator Utilities b. Query functions such as Recall or Mobile queries C. Reporting errors or calculation problems 2. VisiCAD/VisiNet Interfaces: d. Intermittent problems involving a VisiCAD Station Alerting Interface, a VisiCAD Paging Interface, an ANI/ALI interface, a CAD to CAD interface, or a mobile interface server (MDT or MDC). C. General problems involving other interfaces. 3. CADLink and GISLink a. All issues functional issues for CADLink and GISLink. 4. Unreproducible or intermittent errors will be categorized as Medium Priority (Level 4). Special Note #7: Low Priority (Priority 5) issues meeting the previously noted criteria are defined as follows: 1. All TriTech products: a. Terminology, wording or misspellings of text on forms and messages. b. Documentation inaccuracies. c. Cosmetic issues. d. Questions or inquiries relating to functionality, system administration, or installation. Santa Ana Fire Department Software Support Agreement V.5 3/08 Copyright © 2008 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page 21 of 21 ACORD,. CERTIFICATE OF LIABILITY INSURANCE ) I1/DATE 04/2008 14.24 PRODUCER Barney & Barney LLC CA Insurance Lie: 0003950 9171 Towne Center Driver, Suite 500 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Diego, CA 92186-5638 858-457-3414 INSURERS AFFORDING COVERAGE NAIC # INSURED TriTech Holdings, Inc., A Delaware Corporation INSURER A: Scottsdale Insurance Company 41297 Et Al (See Attached) San Diego, CA 92121 Mesa Rim Road San INSURER B: AXIS Surplus Insurance Company 26620 INSURER C: RSUI Indemnity Company 22314 INSURER D: Hartford Casualty Insurance Company INSURER E: f:0VFROU,FS 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LT.' DD'L TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DDIYY) POLIrCY EXPIRATION LIMITS GENERAL LIABILITY BCS001'7102 5/1/2008 5/1/21)09 EACHOC.^ICE $ DAMAGE TO TORENTED PREMISES Ea occurence lo0000 $ , X X COMMERCIAL GENERAL LIABILITY CLAIMS MADE F-� OCCUR MED EXP (Any one person) $ EXCLUDED PERSONAL BADV INJURY $ 1,000,000 A X $10,000 Retention GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 This certificate amends and upercedes priot certificates POLICY F PRO- JECTLOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 X ANY AUTO (Ea accident) BODILY INJURY $ ALL OWNED AUTOS 72UUNHY5924 5/I/2008 5/t/2009 D SCHEDULED AUTOS (Per person)— BODILY INJURY $ HIRED AUTOS NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESS/UMBRELLA LIABILITY NHA221371 5/l/2008 5/t/2009 EACH OCCURRENCE $4,000,000 AGGREGATE $ 4,000,000 X OCCUR CLAIMS MADE C DEDUCTIBLE $ $ RETENTION $ _ WC STATU- H• OT1I111T$L._.--LH. TURY1. $ _ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY I - --- ANY PROPRIETOR/PARTNER/EXECUTIVE E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYE $ If yes, describe under — E.L. DISEASE -POLICY LIMIT $ SPECIAL PROVISIONS below OTHER Technology E & O Liability* ECN635523 5/1/2008 i 5/1/2009 $2,000,000 Limit Claims Made B DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS *Retro Dates: TriTech Software Systems - 10-20-98; Voyager Systems - 12-31-03; Information Management Corporation - 12-15-05; Certificate Holder is named as Addtional Insured with respect to General Liability policy per attached policy form. l.tK I II-IL:A I t MULUtK CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITY OF SANTA ANA FIRE ADMIN. FIRE DEPT. DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL ATTN: ROBERTA BRIONES IMPOSE NO OBLIGATION O OF ANY KIND UPON THE INSURER, ITS AGENTS OR 1439 SOUTH BROADWAY REPRESENTATIVES. SANTA ANA, CA 92707 AUTHORIZED REPRESE [Jennifer lye ACORD 25 (2001/08) Client # 45335 Mst # 7290 Cert # 120958 © ACORD CORPORATION 1988 Subject: _ IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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 endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. AI:UKU 15 (ZUU1/Ut§) Insured: TriTech Holdings, Inc., A Delaware Corporation Master # 7290 Cert # 120958 Attachment Page COMPLETE LISTING OF CERTIFICATE HOLDER and/or ADDITIONAL INSURED: (additional insureds apply only with respect to coverages marked by "X" under "Addtl Insrd" on the Certificate) CITY OF SANTA ANA FIRE ADMIN. FIRE DEPT. Insured: TriTech Holdings, Inc., A Delaware Corporation Master # 7290 Cert # 120958 Attachment Page Named Insured Schedule TriTech Holdings, Inc., A Delaware Corporation TriTech Software Systems, a California Corporation Information Management Corporation INSURED: TriTech Holdings, Inc., A Delaware Corporation POLICY #: BCS0017102 COMPANY: Scottsdale Insurance Company POLICY PERIOD: 5/1/2008 To 5/1/2009 EFFECTIVE DATE: 5/8/2008 COMMERCIAL GENERAL LIABILITY CG 20 33 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section 11 — Who Is An Insured is amended to include as an additional insured any person or or- ganization for whom you are performing opera- tions when you and such person or organization have agreed In writing in a contract or agreement that such person or organization be added as an additional Insured on your policy. Such person or organization Is an additional insured only with re- spect to liability for 'bodily injury, *property dam- age' or 'personal and advertising injury' caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an addi- tional Insured under this endorsement ends when your operations for that additional insured are completed. S. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This Insurance does not apply to: i. *Bodily injury% 'property damage' or 'personal and advertising injury* arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifica- tions; or b. Supervisory, inspection, architectural or engineering activities. 2. *Bodily injury' or "property clamage° occurring after: a. All work, including materials, parts or equipment furnished in connection with such work. on the project (other than ser- vice, maintenance or repairs) to be per- formed by or on behalf of the additional in- sured(s) at the location of the covered operations has been completed; or b. That portion of 'your work' out of which the injury or damage arises has been put to Its intended use by any person or organization other than another contractor or subcon- tractor engaged in performing operations for a principal as a part of the same project. CG 20 33 07 04 0 ISO Properties, Inc., 2004 Page 1 of 1 0 06/05/2008 09:45 AM f � SCOTTSDALE INSURANCE COMPANY ENDORSEMENT NO. ATTACHED TO AND FORMING A PART OF ENDORSEMENT EFFECTIVE DATE NAMED INSURED AGENT NO. (12:01 A.M. STANDARD TIME) POLICY NUMBER BCS0017102 05-01-08 TRITECH HOLDINGS, INC.; 047AK THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following forms: Additional Insured — Owners, Lessees Or Contractors — Automatic Status When Required In Construction Agreement With You (CG 20 33 07/04) The insurance provided by these endorsements shall be primary and noncontributory. Il AUTHORIZED REPRESENTATIVE DATE UTS-3g-01 (3-92)