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HomeMy WebLinkAboutTIBURON INC. - 2012?,VORK MAY NTF a ? E r? g 0 FIRST AMENDMENT TO AGREEMENT A-2012-240 This FIRST AMENDMENT TO AGREEMENT is entered into on November 30, 2013, by and between TIBURON, INC., (hereinafter "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"). RECITALS A. City and Consultant entered into Agreement #A-2012-065, dated March 19th, 2012, and (hereinafter said Agreement") by which Consultant was to provide the Santa Ana Police Department with maintenance and support of existing Computer Aided Dispatch (CAD) system, IQ/CAD and its related components. - B. In accordance with the terms and conditions of said Agreement, the Parties desire to amend the scope, amend the compensation, and extend the term of said Agreement for an additional one-year period. NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to' all the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to include system testing and maintenance services as set forth in Exhibit A (entitled "Maintenance and Support Guidelines") to this First Amendment to Agreement. 2. Section 2, COMPENSATION, shall be amended to increase compensation to an amount not to exceed $38,146.00 to pay for the services set forth in Exhibit A to this First Amendment to Agreement during the extended term. 3. Section 3, TERM, shall be amended to extend the term of said Agreement for an additional one-year period through November 30th, 2013. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: t MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA PAUL M. WALTERS City Manager APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By:?Y-' LAURA A. ROSSINI Assistant City Attorney TIBURON, INC. ntracts And Procuremerr Exhibit A TIBURPIN Maintenance Renewal For Santa Ana, CA TIBURAN 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. Annual Maintenance - 12/01/2012 to 11/30/2013 $38,146 ***The prices indicated above do not include installation and/or configuration of 3rd party software and/or hardware*** ***Tiburon requires remote VPN access to the customer site (minimum 1Mbps)*** The information contained in this document is proprietary to Tiburon and is offered solely for the purpose of evaluation. Copyright 2012 Tiburon CONFIDENTIAL Q120225 - Santa Ana, CA - IQCAD and Mobile Maintenance Renewal - Summary T1BURAN' PRICING All prices are in U.S. Funds. Taxes, if applicable, are extra. PAYMENT Payable 100% on December 1st, 2012 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 this document is proprietary to Tiburon and is offered solely for the purpose of evaluation. Copyright 2012 Tiburon CONFIDENTIAL Q120225 - Santa Ana, CA - IQCAD and Mobile Maintenance Renewal - Notes TIBURAN' Revision Level Reason for Revision Date Revised Original September 12, 2012 The information contained in this document is proprietary to Tiburon and is offered solely for the purpose of evaluation. Copyright 2012 Tiburon CONFIDENTIAL 0120225 - Santa Ana, CA - IOCAD and Mobile Maintenance Renewal - Revision History Maintenance and Support Guidelines Applicability .......................................................................................... Term ..................................................................................................... Description of Technical Support Services ......................................... Help Desk Service ............................................................................... Help Desk Call Taking Process ....................................................... Escalation Procedure ....................................................................... Table A: Ticket Priorities and the Service Level Agreement (SLA). Client Responsibilities ......................................................................... Termination .......................................................................................... Exclusions to Support Services ........................................................... 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. 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. 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) 441-4648. For routine and lower priority tickets (see Table A), Clients are encouraged to send an email to DispatchNowSupport@_tiburoninc.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. Maintenance and Support Guidelines Applicability ......................................................................................... Term .................................................................................................... Description of Technical Support Services ........................................ Help Desk Service .............................................................................. Help Desk Call Taking Process ...................................................... Escalation Procedure ...................................................................... Table A: Ticket Priorities and the Service Level Agreement (SLA) Client Responsibilities ........................................................................ Termination ......................................................................................... Exclusions to Support Services .......................................................... 2 2 2 2 2 3 4 5 7 7 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. 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. 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) 441-4648. For routine and lower priority tickets (see Table A), Clients are encouraged to send an email to Dispatch NowSupportAtiburoninc.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. 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. 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O w C w a 9 a M fU6 O U CL 0 Oa = m c N N N a C N a) E ° o N a E 0 c E O E m? 0 m ? o E _ o E Co -E CU r- a E C O C U N C N a) E U a) E O a) a) O -O C C C O U 0 0 0 =3 - 0 cu 0• O N O O Q) (a cn Ca o w •Z N O 4.- N C O E C C w O N m 0 O O w O 0 n rr C: U) (D a a) C O N O N - O O U N O - 0 a) E O N O a U) N C ca ) M C 0 N O 0 N - U o U a O c 0 O O `? o c a `? ? ) N C O - - 'm t a) E CD C n, 0 c n O N Cr c CD U) H j U m F- .C U) m J H Z O cc U U O W Z = ~ Z :s O - J CY IL z 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) without third-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) Access 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) Third-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. W System Security The Client shall ensure that the security of the System conforms in all respects to the federal, state, and/or local mandated law enforcement telecommunications requirements. (h) System Change, 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. ()) 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) Training 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 detection 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 reason, (a) Tiburon shall be under no further obligation to provide support or any other services hereunder; (b) Tiburon shall return to the Client all Client confidential information in Tiburon's possession and shall certify in a written document signed by an officer of Tiburon that all such information has been returned; (c) the Client shall return to Tiburon all Tiburon confidential information in the Client's possession (including, without limitation, all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment or other documents or property relating to such Tiburon confidential information and all copies of any of the foregoing (in whatever medium recorded) but not including any such information licensed to 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 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 intentional 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. ASR°® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 08/30/2012 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 endorsement(s). PRODUCER i k i CONTACT NAME Aon R s Insurance Serv ces west, Inc. FAX PHONE 866 LOS Angeles CA office -7122 -5390 ) 283 A/C. No. (847) 953-5390 (A/C. No. Ext) ( 707 Wilshire Boulevard E-MAIL Suite 2600 ADDRESS LOS Angeles CA 90017-0460 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURERA Great Northern Insurance Co. 20303 Tiburon, Inc. INSURERB Federal Insurance Company 20281 6200 Stoneridge Mall Pleasanton CA 94588 USA INSURERC Pacific Indemnity Co 20346 INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 570047360891 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. Limits shown are as requested LTR TYPE OF INSURANCE INSR wVD POLICY NUMBER MMIDDIYYYY MMIDDIYWY LIMITS B GENERAL LIABILITY 35911023 69/01/201? 09/01/2013 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIAB LITY DAMA 'F TO RENTED P REMISES Ea occurrence $1, 000, 000 CLA MS-MADE X? OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GENT AGGREGATE L MIT APPLIES PER PRODUCTS - COMP/OP AGG $2,000,000 POLICY X PRO X LOC IFCT A AUTOMOBILE LIABILITY 7355-87-29 09/01/2012 09/01/2013 COMB NED S NGLE LIMIT Ea accident $1,000,000 X ANY AUTO BODILY NJURY ( Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY NJURY (Peraccident) HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAB H CLAIMS-MADE AGGREGATE DED RETENTION C EMPLOYER COMPPEENSTAITION AND YIN 71739717 09/01/2012 09/01/2013 X TORY L _TAT OTTH ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICERIMEMBER EXCLUDED? N? N I A E L. EACH ACC DENT $1,000,000 (Mandatory in NH) If yes descnbe under E L. DISEASE-EA EMPLOYEE $1,000,000 , DESCRIPTION OF OPERATIONS below E L. DISEASE-POLICY L MIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) 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. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATIVE 60 Civic center Plaza Santa Ana CA 92701 USA ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD V,t C?_?: -tu --Ct v rl `m c m 73 d O 2 m a0 M v 0 O Z d f0 V O) U Insured GORES N-C HOLDINGS, LLC Policy Number (12)7355-87-29 Policy Period SEPTEMBER 1, 2012 TO SEPTEMBER 1, 2013 COMMERCIAL AUTOINIOBILE THIS ENDORSENIENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the fallowing: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. L EXTENDED CANCELLATION COMMON Paragraph A.2.b. - CANCELLKnON - of the COMMON POLICY CONDITIONS forin IL 00 17 is deleted and replaced with the following: b. tit) davs before the effective date of cancellation if we cancel for arrv other reason. 2. BROAD FORM I1SU,RED A. Subsidiaries and Newly Acquired or Fornned Or&ranizatinns:As Insureds The Named Insured shown in the Declarations is amended to include: I. Any legally incorporated subsidiary in which you own more than W3434 of the voting stack on the effective slate of the C;overrape Dorm. However, the Named Insured dines not include anv subsidiarv that is art 'Insured' under any other automobile= policy or would be an 'Insured" under such a policy but for its terrnination or the exhaustion of its Limit of Insurance. 2. Any urgatdzation that is acquired or forincd by you and over which you maintain majority ownership. However, the Narn ied Insured does not include any newly fornied or acquired organization: (a) That is an "insured" under any other automobile policy, (b) That has exhattted its Litnait of Insurance under any other policy-, or (c) 180 days or more after its acquisition or fora-nixsn by you, unless you have given us written notice of the acquiisitfon or formation. Coverage does not apply to "bodily irnjury" or "property damage" that results from an accident" that occurred before you fortned or acquired the organization. B. Employees as Insureds Paragraph A.I. -WHO IS AN INSURED -of SECTION If - LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds- Paragraph A. 1. -WHO IS AN INSURED --of SECTION 11 - LIABILITY COVERAGE is amended to acid the following: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if. (I) The agreement requires you to provide direct primary insurance for the lessor: and t2) The "auto" is leased without a driver. Such leased auto" will be considered a covered auto" you own and not a covered "duns" you hire. However, the lessor is ern 'Insured" only for "bodily injury* or "property dan%:ve" resulting from the acts or omissions by: L You; 2. Any of your "employees"or agents; or 3. Any person. ext:ept the lessor or any "employee. or agent of the lessor, raperatingan "antra" with the permission of any of 1, and/or 2. above. 1}. Persons And f:lr anizatiuris As I7sureds Under A Written Instired Contract Paragraph A.I -WHO IS AN INSURZED -of SECTION 11 -LIABILITY C okF.RAGE' is ainended to add the fullowwing: f. Any person or organization with respect to the olx_:ration, rnuiinteinaricc or use of o covered "auto", provided that yoki and such person or orgatirration hove agrued kinder an express provision in a written insured contract", +,w•ritien agreeitwat r?r a written permit issued to You by a govertnnx>ntal or public authority to add such person (it organization to this poIk__, as an insured". However, such person rnr orr(,aniration is are itnsur!"only: Form: I6-02-0292 (E& 9-10) Page I of 41 "Includes copyrighted material of Insurance Services Office. Inc. with its permission" (It with re i ec: to ;rt t>I:x s<itiz>n. 6. rrxairrtertance or use of a CoV(_-(_si "auto"; and ;2) For "bodily injure"rir "Property dalnagc Caused by ara °;ccid,•nt" Vhich takos Place after: (a) You executed the it -,ui,cd contract" or writtett;ag;rcenwnt' or r,h) The permit huts been ssued tr} 3. you. FELLOW EMPLOYEE CaV) RAGE EXCLUSION 5. - FELLOW EMPLOYEE, - of SECTION 11- LIABA,ITY COVERAGE does not apply. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. -` RANSPORTAIION EXPENSES - of SEC`11ON III -PHYSICAL DAMAGE. COVERAGE is rrrrreraded to provide a limitof $50 per day for temporary transportation expense, subject to a rataximum limit of S1 WO. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. --COVERAGE EXTENSIONS -ref SEC11ON III - PHYSICAL I)=IMAGE COVERAGE is amended to add the fallowing;: c. Unpaid Loan or Lease Amounts In the event of a total loss" to a covered "auto'", we. will pay may unpaid amount due on the loan or lease for a covered "auto" aninus: I. The amunt paid under the Physical I)atriage Coverage Section of the policy; and 2. Any: a. Overdue loan; lease payments at (lies tint-, of the loss'"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage: c. Security deposits not returned by they lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease. and e. Carry-aver balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: I. Ohlaer than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto": 2. Specified Causes of Lass Ccaverag c only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered Mato"; or :i. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered "auto". 4. 5. Fbrna: 16-112-0292 (Ed- 9-10) RENTAL AGENCY EV. ENSE Paragraph A. 4. - CC, %F1A GE EXTENSIONS -of SECTION 111 -PHYSICAL DAMAGE COVERAGE is amended to add the following- d. Rental Expense We will pay the fallowing expenses that you or any of your letup ayees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business. MAXIMUM WE WILL PAY FOR ANY ONE CONTRACTOR AGREEMENT'. L 52.500 for boss of income incurred by the rental agency during the period of tinter that vehicle is out of use because of actual darritge to, or "loss," of. that vehicle, including income lost due to absence of that vehicle, for use as a replacement, 2. $2...W for decrease in trade-in value of the rental vehicle because of actual damage to that veltick? arising out of a covered "lass`. and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. S7.5t3C1 rnaxiMUM total amount for paragraphs 1., 2. and 3. combined. EXTRA EXPENSE - BROADENED COVERAGE Paragraph AA. -COVERAGE EXTENSIONS -of SECTION 11i -PHYSICAL DANIkGE COVERAGE is amended to add the, f€rlljwing: e. Re+cavery Expetrse We will pay for the expense of returning a stolen covered "auto" to you. AIRBAG COVERAGE Paragraph B.3.a. -EXCLUSIONS -of SEEC'IION III -PHYSICAL DAINIAGE COVERAG : does not apply to the accidental or unintended discharge of an airbag;. Coverage is excess over any other collectibl insurance or warranty specifically designed tea provide this coverage. AUDIO, VISUAL RIND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph BA. - EXCLUSIONS - of SEC:11ON ]I) - PHYSICAL DAMAGE is deleted anti replaced with the, following;: `l. We will not pay ror "lass" to any of the followiatg : a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment. la. Any device designed or used to detect speed-measuring; equipment such radar or laser detectors and any jamming apparatus inteaaded to elude or disrupt speed-measuring equipment. 7, 8. 9. Page 2 of 4 'Includes copyrighted material of Insurance Services Office, Inc. with its peat slrn" 10. 11. c, Any electronic equipment, without regard to whether this equipment is permanently installed. that reproduces, receives or transmits audio, visual or data signals. d. Any accessories used with the electronic equipment described in paragraph c. above. Exclusions 4.c. and 4.d. do not apply to equipment. designed to be operated solely by use of the power from the auto's" electrical system that, at the time of "loss", is: a. Permanently installed in or upon the covered "auto"; b. Removable from a housing unit which is permanently installed in or upon the covered "auto'; c. An integral part of the same unit housing any electronic equipment described in Paragraphs a_ and b. above, or d. Necessary for the normal operation of the covered auto" or the monitoring of the covered "auto's" operating system. 52,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "lass", is: a. Pennanently installed in or upon the covered auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment: b. Removable from a pennaricully installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment: or c. An integral part of such equipment. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE -of SECTION III -PHYSICAL DAMAGE COVE AGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE -of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident", the following applies: L If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will he waived, or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SL'IT OR LOSS Paragraph A.2.a. - DUJI ES IN THE EVENT OF AN ACCIDENT, CLAIM. SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or 'loss", you must promptly nottly us when the "accident" is known to: (1) You or your authorized representative, if you are an individual: (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager. or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident", claim, "suit" or ,loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or 'loss" occurred; (2) The insured's name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. "WAIVER OF SUBROGA:110N Paragraph A,5. - TRANSFER OF RIGHT`, OF RECOVERY AGAINST OTHERS T 0 US of SECTION IV - BUSINESS ALTO CONDITIONS is deleted and replaced with the following: 5; We will wive the right of recovery we would otherwise have against another person or organization for 1)ss" to which this insurance applies, provided the insured" has waived their rights of recovery against such person or organization under a contract or agreeuent that is entered into before such "loss". To the extent that the "insured's" rights to recover carriages for all or part of any payrnent made under this insurance has not been waived, those rights are transferred to us. That person or organization must do evervthnrg necessary U) secure our rights and must do nothing after "accident' or 'loss` to impair therti< At our request, the insured will bring suit or transfer those rights to us and help us enforce them. Form: 16-02-0292 (Ed. 9-10) Page 3 of 4 'Includes copyrighted material of Insurance Services Office, Inc. with its permission" Liability Insurance Endorsement Policy Period Effective Date Policy Number insured Named of Company SEPTEMBER 1, 2012 TO SEPTEMBER 1„2013 SEPTEMBER 1, 2012 3591-10-23 LAO GORES N-C HOLDINGS, LLC FEDERAL INSURANCE COMPANY This Endorsetncnt applies to the folloA ing fortns: GENERAL LIABILITY EI PLOY'EE BENEFITS ERRORS OR Otv1ISSIONS STOP ti AP OHIO Under Conditions? the following provision is added to the condition titled Other Insurance. Conditions Other Insurance - If you are: obligated, pursuant to a written contract or agreement, to provide the person or primary Noncontributory organization described in the Schedule (drat is also iticludcxl in the Who Is An Insured section of this Insurance - Scheduled contract) with prinrau v insurance such as is afforded by this policy. then this insurance is primary and Person Or OMnization we will not seek contribution from insurance available to such person or organization. Schedule PER SIGINTI7 C'ONT R ACT All other terms and conditions remain unchanged. (\ ^Cj Ly?,l?? 1 ? ? At N-hzed Representative Liability insurance conditions - other insurance - Pninary, t+lb=Wtilbbtr`xy insurance - Scheduted Person Or Organizatiw last page Form 80-02-2553 (Rev, 7-49) EndDusemect Page r Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Named of Company SEPTEMBER 1, 2012 TO SEPTEMBER 1, 2013 SEPTEMBER 1, 2012 3591-10-23 LAO GORES N-C HOLDINGS, LLC FEDERAL INSURANCE COMPANY This Endcrseincrt applies to the following forms: GENERAL LIABILITY ANY PERSON OR ORGANIZATION TO WHOM YOU BECOME OBLIGATED TO_ INCLUDE AS AN ADDITIONAL INSURED UNDER TITTIS POLICY, AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU ENTER INTO WHICH REQUIRES YOU TO FURNISH INSURANCE TO THAT PERSON OR ORGANIZATION OF THIE TYPE PROVIDED BY THIS POLICY, BUT ONLY SMITH RESPECT TO LIABILITY ARISING OUT OF YOUR OPERATIONS OR PRL'MISrS O)VNED BY OR REINITED TO YOU. HOWEVER, T14E INSUTLANCE PROVIDED WILL NOT EXCEED THE LESSER OF: - THE COVERAGE AID D(OR LIMITS OF THIS POLICY, OR - THE COVERAGE AN DiOR LIMITS REQUIRED BY SAID CONTRACT OR AGREEMENT. All ether turttt-; and conditions remain unchanged. -.r Authraeized Representative s---?-? Lls&Mt y Insurance ADDITIONAL INSURED 60-02410.5 last page Forth 80-02-2373 (Ed. 4-94) Eworsemem Page 1 ondifions (continued)' Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization, for loss to which this insurance applies, provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is execrated before such loss. To the extent that the insureds rights to recover all or part of any payment inade under this insurance have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them, At our request. the insured will bring suit or transfer those rights to us and help us enforce them. This condition does net apply to medical expenses. UabiNy Insurance Form 80-02-2000 (Rev. 4-07) contract Page 24 x132 WORKERS' COMPENSATION AND EMPLOYERS LABILITY INSURANCE POLICY WC 124 (4-814) WC 00 €33 13 WAIVER F OUR RIGHT TO RECO'V'ER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (rhe toHow `attar! arg clause" need be completed onry urban this endorsement is issued suosequent to preparation of the policy.) This andorsenent, effective an 09/1212012 at 12:01 A. M. standard time, forms a }cart of (Df+76f Policy Number (13)7173-87-17 of the PACIFIC €NiDEMNITY COMPANY issued to GORES N-C HOLDINGS, LLC Endorsement No. Authorized RepresentaWe We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ALL PERSONS OR ORGANIZATIONS WITH WRITTEN CONTRACTS OR AGREEMENTS EXECUTED BETWEEN THE INSURED AND SUCH PERSONS OR ORGANIZATIONS, PROVIDED THE INSURED HAS WAIVED THEIR RIGHTS OF RECOVERY AGAINST SUCH PERSONS OR ORGANIZATIONS PRIOR TO THE DATE OF INJURY COVERED BY THIS POLICY THIS WAIVER GOES NOT APPLY TO THE STATE OF WISCONSIN wC 124 to-84) WC 00 03 13 Copyright 1983 Natimal Camcfi on Compensation Insurance. Wage 1 of 1 General Liability Supplementary b. release attachments; Payments but only for bond amounts within the available Limit Of Insurance. We do not have to (coni tied) furnish these bonds. C. reasonabte expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or suit= including actual loss of earnings up to $1000 a day because of time off from work. D. costs taxed against the insured in the suit, except any: t. attorney fees or litigation expenses; or 2. other loss, cost or expense; in connection with any injunction or other equitable relief. E. prejudgment interest awarded against the insured on that part of a judgment we pay. If we make an offer to pay the applicable Limit Of Insurance, we will not pay any prejudgment interest based on that period of time after the offer.. F. interest on the full amount of a judgment that accrues after entry of the judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within the applicable Limit Of Insurance. Supplementary Payments does not include any fine or other penalty. These payments will not reduce the Limits Of Insurance. Our obligation to make these payments ends when we have used up the applicable Limit Of Insurance. Coverage Territory This insurance applies anywhere, provided the insure& responsibility to pay damages, to which this insurance applies, is determined in a suit on the merits brought in the United States of America (including its possessions and territories), Canada or Puerto Rico, or in a settlement to which we agree. Who Is An Insured Sole Proprietorships If you are an individual, you and your spouse are insureds; but you and your spouse are insureds only with respect to the conduct of a business of which you are the sole owner. If you die: persons or organizations having proper temporary custody of your property are insureds; but they are insureds only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed, and your legal representatives are insureds; but they are insureds only with respect to their duties as your legal representatives. Such legal representatives will assume your rights and duties under this insurance. { Liability Insurance Form 80-02-2000 (Rev. 4-01) Contma2 Page 5 of 32 Who 7s- An Insured (continued) Partnerships Or Joint If you area partnership (including a limited liability partnership) or a joint venture, you are an Ventures insured. Your members, your partners and their spouses are insureds; but they are insureds only with respect to the conduct of your business. Limited Liability If you are a limited liability company. you are an insured. Your members and their spouses are Companies insureds; but they are insureds only with respect to the conduct of your business. Your managers are insureds; but they are insureds only with respect to their duties as your managers. Other Organizations If you are an organization (including a professional corporation t other than a partnership, joint venture or limited liability company, you are an insured. Your directors and officers are insureds; but they are insureds only with respect to their duties as your directors or officers. Your stockholders and their spouses are insureds; but they are insureds only with respect to their liability as your stockholders. Employees Your employees are insureds; but they are insureds only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no employee is an insured for: A. bodily injury, advertising injury or personal injury: I . to you, to any of your directors, managers, members, officers or partners (whether or not an employee) or to any co-employee while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; 2. to the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in subparagraph A. 1. above; or 3. for which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in subparagraphsA.1. or A.2. above. With respect to bodily injury only, this limitation does not apply to: you or to your directors, managers, members, officers, partners or supervisors as insureds; or your employees, as insureds, with respect to such damages caused by cardio- pulmonary resuscitation or fast aid services administered by such an employee; or B. property damage to any property owned, occupied or used by you or by any of your directors, managers, members, officers or partners (whether or not an employee) or by any of your employees. This limitation does not apply to property damage to premises while rented to you or temporarily occupied by you with permission of the owner. UabiW Insurance Form 80.02-2000 (Rev. 4-01) Contract Page 6 of 32 General Liability Who Is An Insured (continued) Volunteers Persons who are volunteer workers for you are insureds; but they are insureds only for acts within the scope of their activities for you and at your direction. Real Estate Managers Persons (otherthan your employees) or organizations acting as your real estate managers, are insureds; bw they are insureds only with respect to their duties as your re;il estate, managers. Permissive Users Of With respect to mobile equipment registered in your name a idera motor vehicle registration law: Mobile Equipment A- pons driving such equipment on a public road with your permission are insureds; and B. persons or organizations responsible for the conduct of such persons described in subparagraph A. above are insureds; but they are insureds only with respect to the operation of the equipment and only ifno other insurance of any kind is available to them. However, no person or organization is an insured with respect to: bodily injury to any co-employee of the person driving the equipment; or property damage to any property owned or occupied by or loaned or rented to you, or in your charge or the charge of the employer of any person who is an insured under this provision. Vendors Persons or organizations who are vendors of your products are insureds; but they are insureds only with respect to their- liability for damages for bodily injury or property damage resulting from the distribution or We of your products in the regular course of their business and only if this insurance applies to the products-completed operations hazard. However, no such person or organization is an insured with respect to any: assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for bodily injury or property damage that such vendor would have in the absence of such contract or agreement; representation or warranty unauthorized by you; physical or chemical change in your products made intentionally by the vendor; repackaging, unless unpacked solely for the purpose of inspection, demonstration or testing, or the substitution of parts under instruction from the manufacturer and then repacked in the original container; failure to make 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 connection with the distribution or sale of your products, demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of your products; or of your products which, after distribution or sale by you, have been labeled or relabeled or used as a container, ingredient or pan of any other thing or substance by or for the vendor. 1 : __ • ? i.; t? t? r Liability Insurance Pcvm 80-02-2000 (Rev. 4-01) Contract Page 7 of 32 Who Is An nsure Vendors Further, no person or organization from whom you have acquired your products, or any container, (continued) ingredient or part entering into, accompanying or containing your products, is an insured under this provision. Lessor's Of Equipment Persons or organizations from whore you lease equipment are insureds; but they are insureds only with respect to the maintenance or use by you of such equipment and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However, no such person or organization is an insured with respect to any: damages arising out of their sole negligence; or occurrence that occurs, or offense that is committed, after the equipment lease ends. Lessors Of Premises Persons or organizations from whom you lease premises are insureds; but they are insureds only with respect to the ownership, maintenance or use of that particular part of such premises leased to you and only if you are contractually obligated to provide them with such insurance as is afforded by this contract However, no such person or organization is an insured with respect to any: damages arising out of their sole negligence; occurrence that occurs, or offense that is committed, after you cease to be a tenant in the premises; or structural alteration, new construction or demolition operations performed by or on behalf of them. Subsidiary Or Newly If there is no other insurance available, the following organizations will qualify as named insureds: Acquired Or Formed a subsidiary organization of the first named insured shown in the Declarations of which, at Organizations the beginning of the policy period and at the time of loss, such first named insured controls, either directly or indirectly, more than fifty (50) percent of the interests entitled to vote generally in the election of the governing body of such organization; or a subsidiary organization of the first named insured shown in the Declarations that such first named insured acquires or forms during the policy period, if at the time of loss such first named insured controls, either directly or indirectly, more than fifty (50) percent of the interests entitled to vote generally in the election of the governing body of such organization, Limitations On Who Is An A. Except to the extent provided under'the Subsidiary Or Newly Acquired Or Formed Insured Organizations provision above, no person or organization is an insured with respect to the conduct of any person or organization that is not shown as a named insured in the Declarations. B. No person or organization is an insured with respect to the: 1. ownership, maintenance or use of any assets; or conduct of any person or organization whose assets, business or organization; Liability Insurance Form 80.02-2000 (Rev. 4-01) contract Page 8 of 32 Gores NC Holdings LLC Named Insurance Schedule 2012-2013 Gores N-C Holdings LLC Gores Patriot F-S Holdings, LLC Gores Patriot Holdings, Inc. CompuDyne Corporation Tiburon, Inc. Xanalys Corporation Geo911, Inc Tiburon Limited Xanalys Corp Masys Corp. Geo Mobile Inc.