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HomeMy WebLinkAboutTIBURON, INC. (2) - 2017INSURANCE ON FILE WURK MAY PROCEED UNTIL INSURANCE EXPIRES f�LERK OF COUNCIL o f �./ ATE. I jA% 26 2011 CONSULTANT AGREEMENT or. SA P10 `2) THIS AGREEMENT, made and entered into this 1 st day of December, 2016 by and Fiscal N-2017-007 between Tiburon, Inc., a Virginia corporation with its principle place of business at 9477 Waples Street, Suite 1 DO, San Diego, California, 92121 (hereinafter "Tiburon" and/or "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City and/or the Client"), hereinafter collectively referenced as "the Parties." RECITALS A. In 2005, City purchased a computer aided dispatch (CAD) system from Tiburon which requires ongoing maintenance and support. B. The City desires to retain a consultant having special skill and knowledge in the field of providing the City with ongoing maintenance and support services relating to the Police Department CAD system. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit "A" to this Agreement ("Maintenance Renewal for Santa Ana, CA,") attached hereto and incorporated by reference. 2. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for all services provided by Consultant to City, the rates and charges identified in Exhibit "A" ("Maintenance Renewals") to this Agreement, which is attached hereto and incorporated by reference. The total sum to be expended under this Agreement shall not exceed $ t5,456.00 during the term of this Agreement. 3. TERM This Agreement shall, commence on the date first written above and terminate on March 31, 2017, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit "B" upon execution of this Agreement and shall be approved in form by the City Attorney, b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refiises to f imish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement, Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section l of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and, hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising frorn this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information, Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council, City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: City of Santa Ana Police Department City of Santa Ana 20 Civic Center Plaza (M95) P.O, Box 1988 Santa Ana, California 92702 Fax 714- 245-8097 Attn: Manager Boris Duran and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 To Consultant. Tiburon, Inc. 9477 Waples Street, Suite 100 San Diego, CA 92121 Fax: (859) 799-7011 Attn: Roxanne Lerner Roxamie.Lerner@tiburoninc.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax or e-mail, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement' between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terns of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate neither Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. however, Consultant may assign this agreement to a successor of all or substantially all of Consultant's business without the prior written consent to the City. 12. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been execrated and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and, exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, audiority and right to bind their respective parties to each of the temis of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: �ARIA D. HUICAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO IA- ornoy_I OGOSIAA Assistant City Attorney RECO MENDED FOR APPROVAL: CARLOSROJAS Chief of Police CITY OF SANTA ANA GERARDO MOUBT Acting City Manager TIBURON, INC. /C Cxz✓ BLAKE CLARK Chief Financial Officer twilli SCOPE OF SERVICES TIBURAW A TriTech Software Systems company Maintenance Renewal For City of Santa Ana, CA 3 -Oct -16 TI BA N" A TriTech Softiouare Sysiterns cotmpany Annual 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: 12/1/2016 - 3/31/2017 $15,456 Total $15,456- ... The 5,456 ***The prices indicated above do not include installation and/or configuration of 3rd party software and/or hardware*** -a-Tiburon requires remote VPN access to the customer site (minimum IMbps)a*- The information contained in this document is proprietary to Tiburon and is offered solely for the purpose of evaluation. Copyright 2015 Tiburon CONFIDENTIAL Q160031 - City of Santa Ana, CA Maintenance renevval.xlsx - Summary Page 2 of 4 TI U RA ATriTechSoftware Systems company PRICING All prices are in U.S. Funds. Taxes, if applicable, are extra, PAYMENT Payable 100% at signature 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 2015 Tiburon CONFIDENTIAL 0180031 - City of Santa Ana, CA Maintenance renewal.xlsx Notes Page 3 of 4 TIB i A Is A TriTecfi Software Systems company Revision History Original October 3, 2016 The information contained in this document is proprietary to Tiburon and is offered solely for the purpose of evaluation. Copyright 2615 Tiburon CONFIDENTIAL of 60031 - City of Santa Ana, CA Maintenance renewal xlsx Revision History Page 4 of 4 A TriTech Software Systems Company Warranty & Maintenance Support - Guidelines & Options Version 8.2 November 8, 2016 Tiburon, Inc. A TriTech Software Systems Company 9477 Waples Street, Suite 100 San Diego, CA 92121 Warranty & Maintenance Support Version 8.1 Guidelines & Options Table of Contents 1. INTRODUCTION................................................................................................................................................3 2. DEFINITIONS......................................................................................................................................................4 2.1 ACCouNTExEcUTIVE..................................................................................................................................4 2.2 AUTHORIZED CLIENT REPRESENTATIVE.......................................................................................................4 2.3 CLIENT..........................................................................................................................................................4 2.4 CLIENT SUPPORT CENTER (CSC)..................................................................................................................4 2.4.1 CSC Engineer..........................................................................................................................................4 2.4.2 Client Liaison...........................................................................................................................................4 2.4.3 Director - Client Service & Support........................................................................................................5 2.4.4 Helpdesk Specialist..................................................................................................................................5 2.5 INSTALLATION SERVICES TEAM....................................................................................................................5 2.6 DIRECTOR, OPERATIONS DIVISION...............................................................................................................5 2.7 ENGINEERING............................................................................................................................................... 5 2.8 MASTER SUPPORT AGREEMENT (MSA) ........................................................................................................5 2.9 PRIORITY......................................................................................................................................................5 2.10 PROJECT........................................................................................................................................................6 2.11 PROJECTMANAGER.......................................................................................................................................6 2.12 STATEMENT OF WORK (SOW) ......................................................................................................................6 2.13 SYSTEM ASSURANCE REVIEW (SAR)...........................................................................................................6 2.14 TECHNICAL SUPPORT COORDINATOR...........................................................................................................6 2.15 TmutzoN SERVICE REQUEST (TSR)................................................................................................................6 2.16 WARRANTY / MAINTENANCE SUPPORT..........................................................................................................7 3. TRANSITION FROM PROJECT (OPERATIONS) TO SUPPORT (CSC)........................................................8 4. WORKING WITH THE SUPPORT CENTER (CSC).........................................................................................9 4.1 SUBMITTINGATSR......................................................................................................................................9 4.2 "24x7" SUPPORT...........................................................................................................................................9 4.3 TSRPRIORITIFS..........................................................................................................................................10 4.3.1 CAD, Mobile, State Interface, Critical CAD Interfaces........................................................................10 4.3.1.1 Response Time SLAs....................................................................................................................10 4.3.1.2 Resolution Time SLAs..................................................................................................................12 4.3.1.3 Special Note # 1............................................................................................................................13 4.3.1.4 Special Note#2: ............................................................................................................................ 14 4.3.2 All Records, Field Based Reporting, Jail Records, Fire Records, Web Query......................................16 4.3.2.1 Response Time SLAs....................................................................................................................16 4.3.2.2 Resolution Time SLAs..................................................................................................................18 4.3.2.3 Special Note#1.............................................................................................................................19 4.3.2.4 Special Note#2.............................................................................................................................20 4.4 REPORTING A TSR......................................................................................................................................21 4.5 EMERGENCYAFTER HOURS ASSISTANCE................................................................................................... 21 4.6 CLIENT RESPONsma-xims.......................................................................................................................... 21 4.7 SERVICE REQUEST LIFECYCLE.................................................................................................................... 22 4.7.1 TSR Status.............................................................................................................................................23 4.7.2 Case Escalation......................................................................................................................................24 4.7.3 Case Closure..........................................................................................................................................24 5. THIRD PARTY PRODUCT SUPPORT............................................................................................................25 6. OTHER SERVICES........................................................................ 6.1 SOFTWARE UPDATE SERVICES.................................................................................................................... 26 6.2 PRODUCT MODIFICATION REQUESTS.......................................................................................................... 26 6.3 STEERING COMMITTEE ISSUES.................................................................................................................... 27 6.4 PRODUCT SPECIALIST AND TRAINING REQUESTS........................................................................................ 27 6.5 DBA AND SYSTEM ADMINISTRATION SUPPORTSERVICES......................................................................... 27 6.5.1 Level I Database Administration (DBA) Support .................................................................................27 6.5.2 Level 1 System Administration Support ................................................................................................27 Tiburon, Inc. July 1, 2015 Page i A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options EXCLUSIONS TO TECHNICAL SUPPORT SERVICES................................................................................28 8. OPTIONAL MAINTENANCE PROGRAMS...................................................................................................29 8.1 DATABASE ADMINISTRATION (DBA) SERVICES / SYSTEM ADMINISTRATION (SA) SERVICES .................... 29 9. ADDITIONAL INFORMATION.......................................................................................................................31 9.1 DOCUMENTATION LIBRARY (COMING SOON).............................................................................................. 31 9.2 CRYSTAL REPORT / SSRS REPORT SHARING POOL (COMING SOON)........................................................... 31 9.3 CLIENT TSR REPORTS (COMING SOON)....................................................................................................... 31 9.4 KNOWLEDGE BASE (COMING SOON)........................................................................................................... 31 9.5 CUSTOMER FORUM (COMING SOON)........................................................................................................... 31 9.6 TIBURON USER GROUP............................................................................................................................... 31 9.7 PRODUCT STEERING COMMITTEES.............................................................................................................. 32 Tiburon, Inc. July 1, 2015 Page ii A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 1. INTRODUCTION This document provides a description of the service programs available to Tiburon's warranty and maintenance Clients with a current and valid Master Support Agreement (MSA). This document defines both standard and optional support programs, and outlines the process for working with Tiburon to report, track, and resolve issues. NOTE: The service programs and the terms and conditions contained herein are those available as of the date of this document; these service offerings, as well as terms and conditions are subject to change without notice. Tiburon, Inc. July 1, 2015 Page 3 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 2. DEFINITIONS The following terms are used throughout this document: 2.1 ACCOUNT EXECUTIVE The Tiburon Account Manager Program has been established to enhance the relationship between our public safety Client base and the Tiburon public safety organization. The Account Executive reports to the Director, Corporate Development and Customer Advocacy - Tiburon, and provides a proactive approach to Client interaction, enhancing the communications between Tiburon and our Clients. The Account Executive is the regular avenue for communication of emerging technologies and programs from Tiburon that have a positive impact on our Clients. Through this relationship Tiburon is able to better understand our Clients' current and future environment and strategic direction and is better able to align both organizations strategic goals to ensure continued success. 2.2 AUTHORIZED CLIENT REPRESENTATIVE The Authorized Client Representative is a named Client representative who has the authority to request a change to the Client's Tiburon applications or databases. This person must be identified by name and position to Tiburon. Any change to the Authorized Client Representative must be reported to Tiburon in writing within 10 business days. 2.3 CLIENT A Client is an agency or authorized representative of an agency who has contracted with Tiburon for software or services as described in a Contract, Statement of Work or Master Support Agreement. 2.4 CLIENT SUPPORT CENTER (CSC) The Client Support Center (CSC) provides 24 x 7 support services to all Tiburon Clients with a valid and current Master Support Agreement (MSA). CSC staff is comprised of Helpdesk Specialists, CSC Engineers, Client Liaisons, and Director, Client Service and Support. 2.4.1 CSC ENGINEER CSC Engineers report to a Team Lead in the CSC who reports to the Director — Client Service & Support. CSC Engineers are responsible for resolving all issues reported to the CSC and communicating with the Client. If additional expertise is needed to resolve an issue, it may be assigned to an individual outside of the CSC for resolution. 2.4.2 CLIENT LIAISON A Client Liaison is assigned to Clients with a valid and current Master Support Agreement, and reports to the Director — Client Service & Support. The Client Liaison is the first point of escalation for all Client issues reported to the CSC. The Client Liaison works hand-in-hand with each assigned Client to ensure that Tiburon is addressing issues reported to the CSC in a manner that addresses the Client's needs in a reasonable manner as agreed to by Tiburon and the Client. The Client Liaison conducts regularly scheduled TSR review meetings with Clients as agreed upon by Tiburon and the Client. The Client Tiburon, Inc. July 1, 2015 Page 4 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options Liaison also works with technical staff in the CSC and in other Tiburon departments as needed for issue resolution. 2.4.3 DIRECTOR - CLIENT SERVICE & SUPPORT The Director — Client Service & Support is a member of the Leadership Team for the Tiburon Group and reports to the Vice President / General Manager, Tiburon Group. The Director — Client Service & Support creates policies and procedures related to Client Service and Support, and directs the efforts of all support personnel. The Director — Client Service & Support is the second point of escalation for all issues reported to the CSC. If there is a change in the Tiburon Client Service Management Team or the Client Liaison, Tiburon shall notify the Client in writing of the changes within 10 business days. 2.4.4 HELPDESK SPECIALIST The Helpdesk Specialists field all telephone calls placed to the CSC and process all email sent to CustomerService(c�r�,TriTech.com. They log all issues and updates received in the third party application used by Tiburon to support all Clients, and assign the issues based on established protocols. The Helpdesk Specialists report to the Director — Client Service & Support. 2.5 INSTALLATION SERVICES TEAM Tiburon's Installation Services Team is responsible for the installation and configuration of Tiburon software on designated Client servers as defined in the contract and Statement of Work. 2.6 DIRECTOR, OPERATIONS DIVISION A Tiburon Operations Director is the manager for the Project Management staff. The Operations Director is the second level of escalation, (first being Project Manager) for any Project, Add On or Product Modofication activity. The Operations Director is responsible for management of all contract compliance issues. 2.7 ENGINEERING Tiburon Engineering is comprised of several teams of software architects, software engineers and software quality assurance engineers. The Engineering teams are responsible for the creation of all baseline and custom software and tailoring. 2.8 MASTER SUPPORT AGREEMENT (MSA) A Master Support Agreement (MSA) is an agreement between a Tiburon and a Client for the provision of Warranty and/or Maintenance support to a Client. It includes terms and conditions governing the agreement, and may include exhibits to further define the covered systems, Warranty and Maintenance Guidelines and Options, Software License terms, etc. Previous versions of this document may have been referred to as an Extended Support Agreement (ESA). 2.9 PRIORITY Priority refers to the operational criticality of a specific service request. Tiburon uses a PI — P5 convention with a Priorityl issue being defined as an application or server failure that prevents continued use or operation of the System, impacts all or substantially all operators using the System, halts or severely Tiburon, Inc. July 1, 2015 Page 5 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options impacts critical System operations or endangers the integrity of one or more database files. Complete priority descriptions can be found in section 4.2 of this document. 2.10 PROJECT A Project is an activity governed by a contract or contract amendment and a Statement of Work. It can be a new implementation for a new Client, an upgrade for an existing Client, a product modification, or add- on application or interface for an existing Client. 2.11 PROJECT MANAGER A Tiburon Project Manager is assigned to all projects defined above. The Project Manager is responsible for the successful delivery of all services related to the contract or contract amendment. The Project Manager schedules and coordinates the participation of all Tiburon resources needed to deliver on the contract. The Tiburon Project Manager reports to a Director in Tiburon's Operations Division. 2.12 STATEMENT OF WORK (SOW) The Statement of Work (SOW) is an exhibit to a contract that describes the contract deliverables, tasks, responsibilities, and completion criteria for the delivery of a Tiburon Project to a Client. 2.13 SYSTEM ASSURANCE REVIEW (SAR) The System Assurance review is a Tiburon process which occurs during a project, to assure that all proper steps per the Statement of Work have been completed. This is a monitoring function within the Project Managers responsibility. 2.14 TECHNICAL SUPPORT COORDINATOR A Technical Support Coordinator is a Client representative who has received training in each Tiburon application. The Technical Support Coordinator is responsible for the review and triage of all issues reported by Client representatives prior to submitting the issue to Tiburon as a TSR. The Technical Support Coordinator is responsible for ensuring that sufficient detail has been provided on a reported issue so that it can be reproduced, diagnosed, and repaired by Tiburon. Each covered application should have, at a minimum, one (1) Technical Support Coordinator who meets with Tiburon's Client Liaison as described in this document. There can be one or more Technical Support Coordinators for each covered application, however, all client Technical Support Coordinators must participate each review meeting with the Client Liaison. The Technical Support Coordinator(s) must have the authority to confirm closure on a TSR. 2.15 TIBURON SERVICE REQUEST (TSR) Issues reported to the Client Support Center (CSC) are referred to as Tiburon Service Requests (TSRs). Each TSR is recorded in the third party application used by Tiburon to record Client issues and assigned to the Tiburon team responsible for supporting the Client and the system at the time the issue is reported. Priority 1 TSRs are assigned down to an individual resource based on the Tiburon on-call List maintained by the CSC. Other priority issues are discussed between the Client Liaison and the Client to ensure that the Client's needs are addressed in a reasonable fashion, as agreed to between Tiburon and the Client. Tiburon, Inc. July 1, 2015 Page 6 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 2.16 WARRANTY / MAINTENANCE SUPPORT When a Project is completed as deemed in the Statement of Work, the support transitions to a warranty or maintenance support level as defined by the contract. When the Project is completed as deemed in the Statement of Work, the Project Manager conducts an internal turnover of the Client and associated applications to the assigned Client Liaison and the Client Support Center (CSC). Tiburon, Inc. July 1, 2015 Page 7 A TriTech Software Systems Company & Maintenance Support Version 8.1 Guidelines & 3. TRANSITION FROM PROJECT [OPERATIONS] TO SUPPORT [CSCI When a project is completed as deemed in the Statement of Work, the Client systems transition from the project phase to the warranty or maintenance programs. Leading up to this major milestone, Tiburon staff members, including the Project Manager, Client Liaison, Account Executive, Engineering, Installation Services, and CSC Engineering resources participate in an internal System Assurance 'Review (SAR). This ensures that all parties are aware of the Client configuration, connection information, applications installed, cutover plan and schedule, as well as other information specific to the Client implementation. This information is logged in the third party application used by Tiburon for Client Support, currently HEAT Call Logging by Front Range. When the project is completed as deemed in the Statement of Work, the system(s) are stable and there are a nominal number of TSRs not closed for each system, there is a final internal System Assurance Review between Operations, Engineering, Installation Services, and Client Support to transition the support of the Client systems from Operations / Project mode to CSC / Support mode. The Project Manager also schedules a turnover meeting with the Client to introduce the Client Liaison to the Client. Tiburon, Inc. July 1, 2015 Page 8 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 4. WORKING WITH THE SUPPORT CENTER [CSCI The CSC functions as the single point of contact for ongoing Client support issues once project is completed as deemed in the Statement of Work and support for the systems has been turned over to the CSC. Tiburon's Client Liaisons oversee the CSC activities for their assigned Clients. The Client Liaison also works closely with the Client's Tiburon Account Executive in order to keep them updated on overall service needs. 4.1 SUBMITTING A TSR Client may contact the CSC to report an issue by telephone, email, or via the third party Self Service application provided for this purpose. Priority 1 and Priority 2 issues must be reported by telephone 24 x 7 to ensure optimal response to the issue. 4.2 1124x7" SUPPORT "240" support is standard for all CAD, Jail Records, and State Message Switch products. It is optionally available for all other products for an additional cost. For assistance in adding this support for other systems, Clients should contact their Account Executive. Tiburon, Inc. July 1, 2015 Page 9 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.3 TSR PRIORITIES When submitting a TSR, Tiburon asks that Clients use the priority definitions below. 4.3.1 CAD, MOBILE, STATE INTERFACE, CRITICAL CAD INTERFACES 4.3.1.1 RESPONSE TIME SLAS Priority, Priority 1 - Critical Priority Priority 2 - Urgent Priority Issue Definition 24x7 Support for live operations on the production system: A system down event which severely impacts the ability of Users to dispatch emergency units. This is defined as the following: • CAD, Mobile, State Interface or critical CAD interfaces are down as further defined in the Special Note #1 below. e Critical servers inoperative, as listed in Special Note #1. • Complete interruption of call taking and/or dispatch operations. • Loss of transactional data & transactional data corruption This means one or more critical server components are non-functional disabling CAD, or Mobile workstations. These Software Errors are defined in Special Note #1, below. 24x7 Support for live operations on the production system: A serious Software Error with no workaround, not meeting the criteria of a Critical Priority, but which severely impacts the ability of Users to enter incoming calls for service and/or dispatch emergency units. Such errors will be consistent and reproducible. A significant number of the CAD or Mobile workstations are negatively impacted by this error (e.g., does not apply to a minimal set of CAD or Mobile workstations). These Software Errors are defined in more detail in Special Note #2, below. Response Time Normal Customer Service Hours (8:00 am - 5:30 pm in the customer's time zone): Telephone calls to 877.445.2110 will be immediately answered and assigned to the designated representative within 10 minutes or receipt of call. After Normal Customer Service Hours: Thirty (30) minute callback after Customer telephone contact to 877.445.2110. Priority 1 issues must be called in via 877.445.2110 in order to receive this level of response. Normal Customer Service Hours (8:00 am - 5:30 pm in the customer's time zone): Telephone calls to 877.445.2110 will be answered and assigned to the designated representative within 30 minutes of receipt of call. After Normal Customer Service Hours: Sixty (60) minute callback after customer telephone contact to 877.445.2110. Priority 2 issues must be called in via 877.445.2110 in order to receive this level of response. Tiburon, Inc. July 1, 2015 Page 10 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options .PriorityIssue Definition :-I Response Time: Priority 3 - High Priority Priority 4 - Medium Priority Priority S - Low Priority Normal Customer Service Hours Support: A Software Error not meeting the criteria of a Priority 1 - Critical or Priority 2 - Urgent Priority, has a workaround available, but which does negatively impact the User from entering incoming calls for service and/or dispatching emergency units, or perform a common call taking or dispatch function. Such errors will be consistent and reproducible. Normal Customer Service Hours (8:00 am - 5:30 pm in the customer's time zone): Telephone calls to 877.445.2110 will be answered and assigned to the designated team within 30 minutes of receipt of the initial phone call. High Priority issues may also be reported via customerservicegtritech com or via the HEAT Self Service portal. Email and HEAT Self A significant number of CAD or Mobile Service reports are entered and assigned workstations are negatively impacted by this within 30 minutes at the start of the next error (e.g., does not apply to a minimal set of business day. workstations). Normal Customer Service Hours Support: A Software Error related to a user function which does not negatively impact the User from entering incoming calls for service and/or dispatch emergency units, or perform a common call taking or dispatch function. This includes system administrator functions. Normal Customer Service Hours Support: Cosmetic or Documentation errors, including Customer technical questions, product modification or add-on requests, steering committee requests, and usability questions. High Priority Issues are not managed after Normal Customer Service Hours. Normal Customer Service Hours (8:00 am - 5:30 pm in the customer's time zone): Telephone calls to 877.445.2110 will be answered and assigned to the designated team within 30 minutes of receipt of the Initial phone call. Medium Priority issues may also be reported via customerservicePtritech com or via the HEAT Self Service portal. Email and HEAT Self Service reports are entered and assigned within 30 minutes at the start of the next business day. Medium Priority issues are not managed after Normal Customer Service Hours. Normal Customer Service Hours (8:00 am - 5:30 pm in the customer's time zone): Telephone calls to 877.445.2110 will be answered and assigned to the designated team within 30 minutes of receipt of the initial phone call. Low Priority issues may also be reported via customerservicePtritech com or via the HEAT Self Service portal. Email and HEAT Self Service reports are entered and assigned within 30 minutes at the start of the next business day. Low Priority issues are not managed after Normal Customer Service Hours. Tiburon, Inc. July 1, 2015 Page 11 A TriTech SoRware Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.3.1.2 RESOLUTION TIME SLAB Priority Resolution Process -Resolution Time Priority 1 - Tiburon will provide a procedural or Tiburon will work continuously (including after Critical Priority configuration workaround or a code correction hours) to provide the Customer with a solution that allows the Customer to resume live that allows the Customer to resume live operations on the production system. operations on the production system. Tiburon will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 12 hours after notification. Priority 2 - Tiburon will provide a procedural or Tiburon will work continuously (including after Urgent Priority configuration workaround or a code correction hours) to provide the Customer with a solution that allows the Customer to resume normal that allows the Customer to resume normal operations on the production system. operations on the production system. Tiburon will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 36 hours after notification. Priority 3 - Tiburon will provide a procedural or Tiburon will work to provide the Customer with High Priority configuration workaround that allows the a resolution which may include a workaround or Customer to resolve the problem. code correction within a timeframe that takes into consideration the impact of the issue on the Customer and Tiburon's User base. Priority 3 issues have priority scheduling in a subsequent release. Priority 4 - If Tiburon determines that a reported Medium Tiburon will work to provide the Customer with Medium Priority Priority error requires a code correction, such a resolution which may include a workaround or issues will be addressed in a subsequent code correction in a future release of the release when applicable. software. Priority 4 issues have no guaranteed resolution time. Priority 5 - Low Priority issues are logged by Tiburon and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion Priority issues. according to Tiburon's roadmap planning process. Tiburon, Inc. July 1, 2015 Page 12 A TriTech Software Systems Company Warranty & Maintenance Support Version S.1 Guidelines & Options 4.3.1.3 SPECIAL. NOTE # 1 Priority 1 - Critical Priority issues meeting the previously noted criteria are defined as follows: 4.3.1.3.1 CAD a. CAD System is down and all workstations will not launch or function. This will include fragment notifications, site -to -site connection failure, etc. b. CAD System is inoperable due to transactional data corruption caused by Tiburon Software. This will include in -ability to enter commands from the Command Window. c. CAD Reporting and Archiving Server is down and the system is configured to use the Reporting Server for dispatching functions (e. g., Premise History). This will include "Lost connection to Database" message 4.3.1.3.2 Mobile a. The Mobile System is down and all mobile devices are unable to log in or function. b. The Mobile System is inoperable due to data corruption caused by Tiburon Software. 4.3.1.3.3 State Interface a. Law enforcement users are unable to send or receive justice queries (this priority applies if the functionality is available through no other available methods). Tiburon, Inc. July 1, 2015 Page 13 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.3.1.4 SPECIAL NOTE #2: Priority 2 - Urgent Priority issues, meeting the previously noted criteria, are defined as follows: 4.3.1.4.1 CAD CAD users are severely impacted due to one of the following conditions on one or more essential positions: a. One or more essential CAD positions cannot be accessed by users. b. The system is operating in local sharing or disconnected mode c. Unable to enter new requests for service via the emergency or scheduled call -taking screen (using all available methods). d. A user is unable to verify an address from within the emergency or scheduled call -taking screen. e. The inability to add or view premise or caution note information. f The inability to send and receive text messaging (within CAD, CAD to Mobile, or Mobile to Mobile). g. The system does not perform unit recommendations. h. Inability to assign a unit to an incident (using all available methods). i. Inability to change a unit's status (using all available methods). j. Inability to close an incident (using all available methods). k. Inability to view incident information needed to dispatch an incident (using all available methods). This includes "Lost Connection to Database" errors. 1. Disaster Recovery System, following a test failover, is inoperable for more than one (1) business day. 4.3.1.4.2 Mobile Several Mobile users are severely impacted due to one of the following conditions: a. Inability to receive new requests for service from CAD (using all available methods). b. Inability to view incident information needed to dispatch an incident (using all available methods). c. The inability to send and receive text messaging (within CAD, CAD to Mobile, or Mobile to Mobile). d. Inability to enter a traffic stop or on -view incident. e. The inability to view premise or caution note information. f. Disaster Recovery System, following a test failover, is inoperable for more than one (1) business day. 4.3.1.4.3 CAD/Mobile Interfaces: Several CAD or Mobile users are severely impacted due to one of the following conditions: a. CAD Station Alerting Interface is down or CAD Station Alerting Interface repeatedly fails to process a station alert, as part of a unit assignment, or if there is a reoccurring significant delay in the interface processing a station alert as part of a unit assignment (once it is diagnosed that is not being caused by the station alerting system). b. CAD Paging Interface is down. c. An interface used for personnel rostering is down. Tiburon, me. July 1, 2015 Page 14 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options d. A CAD -to -CAD interface is down or repeatedly fails to process information into an incident. e. CAD Paging Interface repeatedly fails to process a unit alert as part of a tmit assignment. f. An ANVALI interface repeatedly fails to process information into an incident. g. An interface to an external rostering system used to logon units is down. It. AVL interface fails to process updates for over 50% of units. i. Mobile interface repeatedly fails to process incident or status change information. j. A Standard CAD to External System Incident Data Transfer Interface License (RMS) is down. This would include transfer of data to the CAD Data Warehouse or any UDS interface. k. Email / fax / paging notifications down for all destinations. Tiburon, Inc. July 1, 2015 Page 15 A TriTeeh Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.3.2 ALL RECORDS, FIELD BASED REPORTING, .TAIL RECORDS, FIRE RECORDS, WEB QUERY 4.3.2.1 RESPONSE TIME SLAS Priority Priority 1 - Critical Priority Priority 2 - Urgent Priority issue uennmon 24x7 Support for live operations on the production system: A system down event which severely impacts the ability of Users to log on the system, or severely impacts the ability of Users to book or release inmates. This is defined as the following: • All Records applications, to include Jail Records, Field Based Reporting, and Fire Records server software inoperative • Loss of ability for all Records, Jail Records, Field Based Reporting, or Fire Records users to log on to system • Jail Records system down • Loss of transactional data & transactional data corruption This means one or more critical server components are non-functional disabling Records, Jail Records, Field Based Reporting or Fire Records workstations. These Software Errors are defined in Special Note #1, below. Normal Customer Service Hours Support for live operations on the production system: A serious Software Error with no workaround not meeting the criteria of a Critical Priority, but which severely impacts the ability of all Users from performing a common function, or severely impacts the ability of Users to book or release inmates. Such errors will be consistent and reproducible. Loss of ability for All Records, Field Based Reporting, Jail Records or Fire Records users to enter Case (Incident, Arrest and Custody) records into the system Loss of ability to transfer Field Based Reporting reports (ARS, Copperfire, CAD to RMS Transfer) Unable to book or release inmates A significant number of the Records, Field Based Reporting, Jail Records or Fire Records workstations are negatively impacted by this error (e.g., does not apply to a minimal set of Records, Field Based Reporting, Jail Records or Fire Records workstations). These Software Errors are defined in more detail in Special Note #2, below. Response Time Normal Customer Service Hours (8:00 am - 5:30 pm in the customer's time zone): Telephone calls to 877.445.2110 will be immediately answered and assigned to the designated representative within 10 minutes or receipt of call. After Normal Customer Service Hours: Thirty (30) minute callback after Customer telephone contact to 877.445.2110. Priority 1 issues must be called in via 877.445.2110 in order to receive this level of response. All fail Records systems default to 24 x 7 support for Priority 1 issues. After Normal Customer Service Hours: Unless optional 24x7 support is contracted, support for Records, Field Based Reporting and Fire Records is not managed after Normal Customer Service Hours. Normal Customer Service Flours (8:00 am - 5:30 pm in the customer's time zone): Telephone calls to 877.445.2110 will be answered and assigned to the designated representative within 30 minutes of receipt of call. After Normal Customer Service Hours: Sixty (60) minute callback after customer telephone contact to 877.445.2110. Priority 2 issues must be called in via 877.445.2110 in order to receive this level of response. All fail Records systems default to 24 x 7 support for Priority 2 issues. After Normal Customer Service Hours: Unless optional 24x7 support is contracted, support for Records, Field Based Reporting, and Fire Records is not managed after Normal Customer Service Hours. Tiburon, Inc. July 1, 2015 Page 16 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options Priority 3 - High Priority Priority 4 - Medium Priority Priority 5 - Low Priority Issue: Definition Normal Customer Service Hours Support: A Software Error not meeting the criteria of a Priority 1 - Critical or Priority 2 - Urgent Priority, has a workaround available, but which does negatively impact the User from performing a common Records, Field Based Reporting, Jail Records, or Fire Records function. Errors will be consistent and reproducible. Loss of Non -Critical Data (with "Non - Critical" being defined as not causing an error classified as a P or P2 error (above). NIBRS State reporting issues that causes agency reports to exceed State error submission limits UCR reporting multiple occurrence of inaccurate data A significant number of Records, Field Based Reporting, Jail Records, or Fire Records workstations are negatively impacted by this error (e.g., does not apply to a minimal set of Normal Customer Service Hours Support: A Software Error related to a user function which does not negatively impact the User from performing a common Records, Field Based Reporting, Jail Records, or Fire Records function. Errors will be consistent and reproducible. This includes system administrator functions. Normal Customer Service Hours Support: Cosmetic or Documentation errors, including Customer technical questions, product modification or add-on requests, steering committee requests, and usability questions. Normal Customer Service Hours (8:00 am - 5:30 pm in the customer's time zone): Telephone calls to 877.445.2110 will be answered and assigned to the designated team within 30 minutes of receipt of the initial phone call. High Priority issues may also be reported via customerservice0tritech com or via the HEAT Self Service portal. Email and HEAT Self Service reports are entered and assigned within 30 minutes at the start of the next business day. High Priority Issues are not managed after Normal Customer Service Hours. Normal Customer Service Hours (8:00 am - 5:30 Into in the customer's time zone): Telephone calls to 877.445.2110 will be answered and assigned to the designated team within 30 minutes of receipt of the initial phone call. Medium Priority issues may also be reported via customerservice@ ritech com or via the HEAT Self Service portal. Email and HEAT Self Service reports are entered and assigned within 30 minutes at the start of the next business day. Medium Priority issues are not managed after Normal Customer Service Hours. Normal Customer Service Hours (8:00 am - 5:30 pm in the customer's time zone): Telephone calls to 877.445.2110 will be answered and assigned to the designated team within 30 minutes of receipt of the initial phone call. Low Priority issues may also be reported via customerservicefrrtritech.com or via the HEAT Self Service portal. Email and HEAT Self Service reports are entered and assigned within 30 minutes at the start of the next business day. Low Priority issues are not managed after Tiburon, Inc. July 1, 2015 Page 17 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.3.2.2 RESOLUTION TIME SLAB Priority.: '. Resolution Process Resolution Time Priority 1 - Tiburon will provide a procedural or Tiburon will work continuously (including after Critical Priority configuration workaround or a code correction hours) to provide the Customer with a solution that allows the Customer to resume live that allows the Customer to resume live operations on the production system. operations on the production system. Tiburon will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 12 hours after notification. Priority 2 - Tiburon will provide a procedural or Tiburon will work continuously (including after Urgent Priority configuration workaround or a code correction hours) to provide the Customer with a solution that allows the Customer to resume normal that allows the Customer to resume normal operations on the production system. operations on the production system. Tiburon will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 36 hours after notification. Priority 3 - Tiburon will provide a procedural or Tiburon will work to provide the Customer with High Priority configuration workaround that allows the a resolution which may include a workaround or Customer to resolve the problem. code correction within a timeframe that takes into consideration the impact of the issue on the Customer and Tiburon's User base. Priority 3 issues have priority scheduling in a subsequent release. Priority 4 - if Tiburon determines that a reported Medium Tiburon will work to provide the Customer with Medium Priority Priority error requires a code correction, such a resolution which may include a workaround or issues will be addressed in a subsequent code correction in a future release of the release when applicable. software. Priority 4 issues have no guaranteed resolution time. Priority 5 - Low Priority issues are logged by Tiburon and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion Priority issues. according to Tiburon's roadmap planning process. Tiburon, Inc. July 1, 2015 Page 18 A TtiTeeb Software Systems Company & Maintenance Sunport Version 8.1 Guidelines & 4.3.2.3 SPECIAL NOTE #1 Priority 1 - Critical Priority issues meeting the previously noted criteria are defined as follows: 4.3.2.3.1 Records, Field Based Reporting, Jail Records, Fire Records, Web Query Records users are severely impacted due to one of the following conditions: a. System completely down b. All users getting `unable to login or no connection to server' c. Unable to log on to Records, Jail Records. d. All users getting `No response from ComDIR' or `lost connection to server' e. Cannot book or release any inmate. f All users getting `NETWORK UNAVAILABLE' or `DISCONNECTED FROM SERVER' in red text on the bottom status bar of TE. g. All users are unable to load a module list such as the Event list, Case list, Arrest list. h. All users are unable to save a new record (event, case, arrest) i. All users are unable to load any existing record (event, case, arrest) j. Inability of any users to launch or log on to Web Query. k. All Web Query users getting `Invalid response from GETO', `Not Connect to Server' `Unable to read data from transport connection.' Tiburon, Inc. July 1, 2015 Page 19 A TriTeeh Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.3.2.4 SPECIAL NOTE #2 Priority 2 - Urgent Priority issues, meeting the previously noted criteria, are defined as follows: 4.3.2.4.1 Records, Field Based Reporting, Jail Records, Fire Records, Web Query Records users are severely impacted due to one of the following conditions: a. Unable to run a Warrant Check b. Jail Headcount is off. c. Training environment is down and client is actively conducting a training class with several students. d. No additional users can log on to WebQuery. e. Inability to run Name or Location searches. f. Inability to run CAD Queries. g. An error which prevents users from completing their normal business function for which no reasonable workaround exists. h. Data corruption issues that prevent processing of inmates or reports, but not including general data cleanup. i. Inoperable external interfaces such as Livescan, Mugshot, Commissary, for which no reasonable workaround exists. j. Individual workstation or user issues only if no alternate means of completing the work exist (i.e — another user or workstation is available). Tiburon, Inc. July 1, 2015 Page 20 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.4 REPORTING A TSR The preferred method of contact for CSC for Client issues is outlined in the table below: 24 hours a Must contact Priority 1& day, 7 days a the CSC via Priority 2 week, 365 A ,.e _ telephone Submit a case via telephone, Priority 3 8 am -5 pm in email, or the thru the Client's third party Self Priority 5 time zone Service application provided. CSC Telephone: 877.445.21 Backup Phones: 925.621.2720 510.579.4609 510.579.1714 If for any reason Clients cannot reach us on the toll free number, Clients can reach us on our backup phones. Please call the alternate number(s) in the order listed. Email: CustomerServicena,tritech.com Self Service Access: httl2://csc tritech com:8180/HeatWebUI/hss/HSS 'sem 4.5 EMERGENCY AFTER HOURS ASSISTANCE Emergency assistance after regular business hours is subject to the following special condition: "24x7" support is standard for all CAD, Corrections, and Message Switch systems. If a Client selects the "24x7" service option for any other Tiburon applications, remote support for Priority 1 and Priority 2 TSRs for those applications is also provided on a 24 x 7 basis. If a Client requests after hours support for an application without "24x7" coverage, support is subject to a call -out fee in addition to time and materials charges. Once an issue has been determined to be out of scope, an Authorized Client Representative will be contacted by Tiburon and advised that additional charges may be incurred. The Client Representative must approve this out of scope effort before work will resume. The call out fee is based on Tiburon's then current hourly rate and is calculated based on every hour expended by any Tiburon staff member to resolve the issue. Time is calculated to the nearest whole hour. 4.6 CLIENT RESPONSIBILITIES In order to provide maintenance support services to Clients, Tiburon requires that Clients: • Limit TSRs to one reported problem in each TSR logged. • Include enough detail in a reported problem so that Tiburon can effectively reproduce and diagnose it, to include steps to reproduce the error, error messages received, and screen shots if applicable. • Provide continuous remote access to the system(s) , and have a technical resource reachable afterhours that Tiburon staff can contact should the need arise for Priority 1 issues Tiburon, Inc. July 1, 2015 Page 21 A TriTeclt Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options • Maintain continuous remote access along with the ability to upload and download files to server(s) without third -party interaction. • Restrict the use of CAD workstations to Tiburon Applications only, eliminating internet connectivity and the use of things like streaming media, internet games and other applications that can negatively interact with the CAD system. • Ensure that maintenance and back-up activities relating to the Covered Applications and the System, including, without limitation, backing up databases and journal logs, purging out of data records, running reports, and performing diagnostics, are carried out in accordance with the schedule and methodology laid out by Tiburon. • Ensure that the System conforms to the "Site System and Network Specifications" as established during the project implementation. • Maintain a system to ensure that only authorized personnel have the ability to make changes to the Client's database and that a list of all such authorized personnel (and any updates thereto) be promptly delivered to the Tiburon Client Support Center. Each request for any change to a Client's database shall be accompanied by a signed letter of authorization from the Client's Authorized Client Representative, and shall contain all details of the requested change. Tiburon will not assist Client personnel with database change requests other than those on the most current authorized personnel list. • Designate a single individual to act as the Client's authorized representative who is (a) authorized to act on the Client's behalf with respect to all matters relating to this Agreement; (b) shall ensure the Client's compliance with its responsibilities under this Agreement; and (c) shall coordinate appropriate schedules in connection with Tiburon's services under this Agreement. The Client may change the individual designated hereunder by providing Tiburon written notice designating a new individual authorized to act as the Client Representative within ten business days. • Ensure that Technical Support Coordinators and other personnel have received sufficient training on all aspects of the Tiburon system that they are supporting, and have the experience to perform its obligations. 4.7 SERVICE REQUEST LIFECYCLE The TSR lifecycle can vary depending on the complexity of the issue being reported. Some TSRs will move from "New" to "In Progress" and "Closed" without a need for validation. Other TSRs require a validation step where the TSR is first "fixed" in the Client's Training system and validated with the Client before moving to Production and then placed in "Test Request" status for final Client confirmation prior to closure. Our CSC team works with Clients to not only validate the resolution of the case, but to confirm the resolution prior to closing it. Tiburon, Ina July 1, 2015 Page 22 A TriTech Software Systems Company & Maintenance Support Version 8.1 Guidelines & 4.7.1 TSR STATUS As a TSR moves through Tiburon's service request lifecycle the overall case status will change. The statuses and definitions below are those currently in use: Case Status Definition Default status used for all 'new' cases corning into the CSC. TSRs in "New" status reflect no one is currently assigned to research or resolve the issue. New Once the Project Manager or Client Liaison discusses new issues with their Client, the issue is prioritized for resolution and the appropriate Team Leader is notified for assignment. In Progress Status used to indicate TSR has been assigned to an individual for resolution. Status used to indicate that the additional information is needed to resolve the TSR. Information needed is detailed in the Status / Solution field. Need Info A TSR in NEED INFO status for 30 or more calendar days without any update will be closed If the issue occurs again, it should be reported as a new issue with supporting in ormation and screen shots if applicable. Status used to place TSR in a HOLD state pending action by Tiburon or action by the Client. Pending action will be detailed in the Status / Solution field. On Hold A TSR in ON HOLD status for 30 or more calendar days without any update will be closed with Client approval. If the issue occurs again, it should be reported as a new issue with supporting information and screen shots if applicable Status used to indicate TSR is currently in 30 -day monitor period. Usually used to monitor recurrence of an issue after implementation of a fix (typically when complete validation is not feasible). Also used when issue cannot be Monitor readily investigated pending occurrence of another event. A TSR in MONITOR status.for 30 or more calendar days without any update will be closed. If the issue occurs again, it should be reported as a new issue with supporting information and screen shots if applicable. Status used to indicate that a fix has been implemented in Client's training system. Testing by Client and confirmation of fix is required before fix will be moved to Client's production environment Test in TRN It is important that TSRs in this status are addressed by Client within 30 calendar days so that untested fres do not remain in the Client's system for an unreasonable period of time. It is impossible to manage clean code lines with polentialfixts that have not been tested as requested Status used to indicate that fix has been applied in the Client's production system. Validation of fix by the Client is required, however, Test Request A TSR in TEST Request status for 30 or more calendar days without any update will be closed If the issue occurs again, it should be reported as a new issue with supporting information and screen shots if a licable. Status used to indicate that the TSR has been closed with the concurrence of Closed the Client (or 30 calendar days have passed with no further communication from the Client, as noted above). Once in Closed status, a TSR is no longer editable to any other status. Tiburon, Inc. July 1, 2015 Page 23 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.7.2 CASE ESCALATION Tiburon shall provide regular status updates to designated Client contact until the issue is resolved. Tiburon will document appropriate items, which may include root cause analysis, customer impacts, countermeasures and resolution. Failure to meet the stated resolution times will result in the escalation of these calls. Escalation path is as follows: • Client Liaison • Director, Client Service & Support —Tiburon Group • Vice President / General Manager — Tiburon Group • COO — TriTech Software Systems • CEO — TriTech Software Systems 4.7.3 CASE CLOSURE The CSC staff will work with Clients to validate TSR resolution prior to closure. Once an issue has been validated by the Client, Tiburon will confirm and close the case. If after 30 calendar days there has been no communication from the Client advising that the issue has not been resolved, the CSC staff will close the case. Tiburon, Inc. July 1, 2015 Page 24 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 5. THIRD PARTY PRODUCT SUPPORT Unless otherwise agreed, the Customer shall obtain, pay for and maintain in effect during the term of this Agreement the technical support contracts for certain third party products as specified by Service Provider, and shall ensure that, in addition to authorizing the Customer to request support services there trader, each such support contract also expressly authorizes Service Provider to request support services there under on the Customer's behalf. Tiburon, Inc. July 1, 2015 Page 25 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 6. OTHER SERVICES 6.1 SOFTWARE UPDATE SERVICES If the Customer has purchased the Software Updates Program, the Customer will be entitled to receive new General Availability (GA) releases of the Service Provider licensed software products purchased by the Customer as they may become available. The Software Updates Program provided hereunder does not include any of the following: 1. Installation, configuration and training services. Upon reasonable notice from the Customer, Service Provider will provide a Quote Document to the Customer on a time and materials basis at Service Provider's then current rates for such services; 2. Modifications or customization of the Software other than corrections of Defects made or provided under these Maintenance and Support Guidelines; 3. Consultation for new programs or equipment; 4. Correction of problems, and assistance regarding problems, caused by operator errors, including but not limited to the entry of incorrect data and the maintenance of inadequate backup copies and improper procedures; and/or 5. Correction of errors attributable to software other than the licensed Software. Upgrade of the Customer's Hardware, Operating System, and/or third party software may be required from time to time to support New Releases, Maintenance Releases or Upgrades of the Software. The Customer shall be solely responsible for the cost of such upgrades unless expressly stated otherwise. 6.2 PRODUCT MODIFICATION REQUESTS Product Modification Requests may be identified in several ways: In evaluating a TSR, it is determined that the existing solution is functioning as designed. A Client wants to extend their Tiburon solution or obtain additional optional services, and requests a quote for new functionality. Once a TSR is identified as a product modification request, the case is updated to reflect this and assigned to the Client Liaison. The Client Liaison contacts and advises the Client of the new classification. The TSR is then assigned to the Account Executive and the TSR is closed. Once the Account Executive is notified of this request, the following actions occur: The Account Executive works with the Client to clarify the request and produce the requirements for Engineering to quote the request Engineering and/or Operations evaluates the request, determining the mix of customized development, configuration, testing and documentation required to deliver the request The Account Executive takes the information from Engineering and produces a quote for the Client Tiburon, Inc. July 1, 2015 Page 26 A TriTeeh Software Systems Company & Maintenance Support Version 8.1 Guidelines & The Client is asked to review and either accept or reject the proposed enclosed product modification and quote. Once the product modification proposal is accepted and signed by an authorized clisnt representative, the delivery is handled by Tiburon's Operations Department. 6.3 STEERING COMMITTEE ISSUES Clients can submit a Steering Committee request for discussion and potential inclusion in Tiburon's baseline when they encounter a situation where a system change or additional feature would enhance the functionality of the system. Steering Committee requests can be submitted via the Self Service application using the Call Type of Steering Committee. Steering Committee cases are assigned to a Tiburon Product Manager and the TSR is placed in an ON HOLD status. After the issue is vetted at the Tiburon User Group, the issue is updated with the recommendations of the Steering Committee and Closed. 6.4 PRODUCT SPECIALIST AND TRAINING REQUESTS Tiburon's Training Team is available to work with Clients. Each member on Tiburon's Training Team is a subject matter expert in specific Product. They support the implementation of each Client solution through configuration, validation, testing and training. After the Tiburon Applications are live, and the project is completed as deemed in the Statement of Work, Clients who have additional needs for training should work with their Tiburon Account Executive to create a custom, fee-based program. 6.5 DBA AND SYSTEM ADMINISTRATION SUPPORT SERVICES 6.5.1 LEVEL 1 DATABASE ADMINISTRATION (DBA) SUPPORT Level 1 Database Administration (DBA) Support is a standard feature of Tiburon's Master Support Agreement (MSA). Level 1 DBA Support services include the creation of production and training databases to be used by the Tiburon applications for Clients that do not have their own database administration (DBA) capabilities. Database services offered as part of the Level 1 DBA Support do not include preventive monitoring of the Client's databases. The Client's DBA is responsible for periodic database backups, backup functionality monitoring, periodic database maintenance, and database recoveries in the event of disaster. During the project phase, before "go live," Tiburon is available to assist with the database backup configuration. Thereafter, Tiburon will be available primarily for consultation to diagnosis/resolve database problems that are directly related to the Tiburon applications. 6.5.2 LEVEL I SYSTEM ADMINISTRATION SUPPORT Tiburon provides Level 1 System Administration (SA) Support as a standard feature of the Master Support Agreement (MSA). For Clients who have qualified System Administrators, this plan provides the minimum assistance needed to ensure that operating systems, hardware, and networking function properly to support the Tiburon applications. Tiburon will provide support ranging from information -only, to applying minor changes (designation of minor change reserved to Tiburon), to providing resolution only for problems that may be encountered by supported Tiburon applications. Tiburon, Inc. July 1, 2015 Page 27 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options 7. EXCLUSIONS TO TECHNICAL SUPPORT SERVICES The following services are outside the scope of the Technical Support Services provided by Service Provider 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 Customer'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 Service Provider'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 Service Provider shall not be obligated to repair or replace any component of the System which has not been installed by Service Provider or a Service Provider 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 Customer 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. 0) Repair of problems caused by computer / network security breaches and/or virus attacks. (k) Repair or replacement of any Hardware not purchased from Service Provider and explicitly covered by a Service Provider warranty or maintenance program. Tiburon, Inc. July 1, 2015 Page 28 A TriTech Software Systems Company & Maintenance Su000rt Version 8.1 Guidelines & 8. OPTIONAL MAINTENANCE PROGRAMS Tiburon's Account Executive will work with the Client to identify the support programs that meet Client needs and to develop associated pricing. The matrix below describes the standard Level 1 services as well as the Level 2 and Level 3 services offered. 8.1 DATABASE ADMINISTRATION (DBA) SERVICES / SYSTEM ADMINISTRATION (SA) SERVICES Tiburon offers optional added -cost Database Administration Support and System Administration service plans including Level 2 and Level 3 Extended Services. These Service Levels are compared side by side in the matrix below. DataTgasesmtvrces = `;' °I ebe11°)eve12 Le'vel3 Set up application databases ✓ ✓ ✓ Set up database backup to disk ✓ ✓ ✓ Expand database disk space allocations as needed ✓ ✓ ✓ Support for Database Issues on Tiburon Business Applications Day (8x5) 24x7 240 Maintain Database Backup Scripts ✓ ✓ 240 Support for Database Issues on Tiburon Applications ✓ ✓ Disaster Recovery Planning and Set -Up ✓ ✓ Perform Database Recovery Procedures ✓ ✓ Monthly Report ✓ ✓ Maintain database system accounts and passwords ✓ ✓ 3`d Party support login access ✓ ✓ Twice Monthly Database Health Check & Maintenance ✓ ✓ Database Upgrade Support ✓ ✓ Monitoring of Backup Los Monthly 2x Monthly Examination of Backup Tapes Monthly 2x Monthly Database Health Check & Maintenance Monthly 2x Monthly Database Tuning &'Performance Monitoring Monthly 2x Monthly Rebuild Indexes Annually 2x Annually Recovery Dry Run Annually 2x Annually Tiburon, Inc. July 1, 2015 Page 29 A TriTech Software Systems Company Warranty & Maintenance Support Version 8.1 Guidelines & Options S sterhs'XdiiiWktration Seroces Level;1 Leve12, Levet3 . Backup Planning Consultation and Scripts (UNIX only) ✓ ✓ ✓ Set -Up of Backup Scripts (UNIX only) ✓ ✓ ✓ High -Availability Cluster Application Restart ✓ ✓ ✓ Expansion of Files stem Disk space Allocations ✓ ✓ Application of Operating System Patches for Tiburon Applications ✓ ✓ Remote Monitoring for System Health Business Day (8x5) 240 Support Perform Application Baclmp Activities Business Day (8x5) 240 Support Operating Systems, Hardware and Networking Assistance Business Day (8x5) 240 Support Remote System Administration 24x7 Support Perform Performance Analysis, Report and Adjustments to System Performance Parameters Annually Review of Hardware and operating System on Named Services and Provide a Written Report Monthly Tiburon, Inc. July 1, 2015 Page 30 A TriTech Software Systems Company & Maintenance Sunport Version 8.1 Guidelines & 9. ADDITIONAL INFORMATION NOTE: As these become available there will be no additional cost to client to utilize. 9.1 DOCUMENTATION LIBRARY (COMING SOON) All current -version baseline documentation is posted in the Documentation Library for Client access and download. This includes documentation for all current product version baseline releases. A link to this Documentation Library can be found on the Tiburon Support Website. 9.2 CRYSTAL REPORT / SSRS REPORT SHARING POOL (COMING SOON) Clients can submit Crystal Reports or SSRS Reports to be posted in the Sharing Pool, which will accessible by all Tiburon Clients. 9.3 CLIENT TSR REPORTS (COMING SOON) Standard SSRS Reports are available for Clients to obtain a formatted report of their TSRs or a non - formatted report in csv format. Reports may include all Open Cases (not closed) or All Cases regardless of status. 9.4 KNOWLEDGE BASE (COMING SOON) Clients can submit a string search against Call Description and Status/Solution data in the HEAT database to see if an issue had been submitted and a resolution is available to a common issue. The inquiry can also be filtered by System Type. 9.5 CUSTOMER FORUM (COMING SOON) The Customer Forum will allow communications between Tiburon Clients on common issues or topics. 9.6 TIBURON USER GROUP The Tiburon User Group provides an important vehicle for communicating with other users and Tiburon staff. Each year, Tiburon hosts a User Group conference, offering training sessions, presentations and product demonstrations. The annual conference enhances communication among users, introduces new products and product upgrades, and provides working sessions focused on specific areas of user interest. Each agency can send as many representatives to the annual conference as desired, at the then current per attendee registration fee. The attendee fees help to offset a portion of the expenses we incur to ensure a high-quality event for our Clients. Tiburon, Inc. July 1, 2015 Page 31 A TriTeeh Software Systems Company & Maintenance Sunnort Version 8.1 Guidelines & 9.7 PRODUCT STEERING COMMITTEES Product Steering Committees allow Tiburon Clients to participate in product development and direction for all major Tiburon applications. Each Product Steering Committee is composed of a chairperson elected by the Tiburon User Group, and up to five additional members selected by the chairperson. The Product Steering Committee members solicit input from Tiburon Clients licensed for each product line, and compile suggested product changes to discuss at the annual Product Steering Committee meetings, which are held in the spring. A Tiburon product advocate and Tiburon product technical lead attend the annual Product Steering Committee meetings. Each session begins with a full demonstration of the current product version, followed by a discussion of potential changes and/or product modifications. As a result of these discussions, the Product Steering Committees determine which changes will be applied to the next product version. Tiburon, Inc. July 1, 2015 Page 32 A TriTech Software Systems Company EXHIBIT B ADDITIONAL INSURED ENDORSEMENT A� p® CERTIFICATE OF LIABILITY INSURANCE DATE 5/9/20116 Di THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER Crystal & Company CIBC Insurance Services LLC 32 Old Slip CONTACT NAME, Jonathan Thomas PHONE FAX (AIC No Ext 415-946-7500 OI, 415-946-7550 EbmpA,'L,,,.jonathan.thomas@crystalco.com INSURERS AFFORDING COVERAGE NAIL# New York NY 10005 INSURERA:lndian Harbor Insurance Company 36940 6024533045 INSURED TTHOLD [NSURERB:Valley Fore Insurance Company 20508 INSURER C: National Fire Insurance Company of 20478 Palermo TT Holdings, Inc. 9477 Waples, Suite 100 San Diego CA 92121 INSURER D: Continental Casualty Company 20443__ CLAIMS -MADE 1X OCCUR INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 1768457215 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCEADDL INSD WVD POLICY NUMBER POLICY EFF MMIDDIVYYV POLICY EXP MMIDDIYYYY I LIMITS 11 X COMMERCIAL GENERAL LIABILITY 6024533045 5/1/2016 15/1/2017 EACH OCCURRENCE $1,000,000 CLAIMS -MADE 1X OCCUR DAMAGERENTED PREMISESS( RENTED ) $1,000,000 MED EXP (Any one person) $15,000 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY [:] JECT PRO- [X] LOC PRODUCTS - COMP/OPAGG $2,000,000 $ OTHER: C AUTOMOBILE LIABILITY 6024533059 5/1/2016 5/1/2017 COMBINEDSIN E MIT Ea accident $1,000,000 _ BODILY INJURY (Per person) $ ALL OWNED X SCHEDULED UTOS BODILY INJURY (Per accident) $ NANYAUTO NON -OWNED HIRED AUTOS X AUTOS PROPERTYDAMAGE Per accident $ C X UMBRELLA LIAB X_ OCCUR 6024533093 5/1/2016 5/1/2017 EACH OCCURRENCE 1$10,000,000 AGGREGATE $10,000,000 EXCESS LIAB CLAIMS -MADE; DEO RETENTIONS _ $ I D D WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN 6024533076 6024533062 5/1/2016 5/1/2016 5/1/2017 5/1/2017 PER OTH- X I STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E,L, EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ❑ NIA E.L. DISEASEEAEMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below I EL DISEASE -POLICY LIMIT --"-'- $1,000,000 A Tech Professional Liab MTP903220001 1 5/1/2016 5/1/2017 5,000,000 Each Claim Retroactive Date 1/1/92 5,000,000 Aggregate Claims Made 100,000 Retention DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached 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. F-�i Named Insured Schedule Palermo TT Holdings, Inc. TT Holdings I, Inc. TT Holdings II, Inc. TriTech Holdings, Inc., a Delaware Corporation Information Management Corporation TriTech Emergency Medical Systems Canada ULC TriTech Emergency Medical Systems, Inc. TriTech Delaware, LLC Vision Enterprises, Inc. Visions Acquisition, Inc. VisionAir, Inc. Voyager, Inc. Palermo Finance Corporation Tiburon, Inc. Xanalys Corporation Geo911, Inc. Masys Corporation TriTech Software Systems, a California Corporation TriTech Software Corporation, a Delaware Corporation Tiburon Limited Xanalys Corporation Geo Mobile, Inc. Compudyne Corporation Zuercher Technologies, LLC Law Enforcement Technology Group, LLC The Omega Group ►7�L�.7 CNA71526XX (Ed. 10/12) ADDITIONAL INSURED ENDORSEMENT - CONTRACTUAL OBLIGATION It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE SEE ENDORSEMENT Paragraph A.1. Who Is An Insured of Section II — LIABILITY COVERAGE is amended to include as an additional insured the person or organization scheduled above, but only if you are required by "written contract" to make that person or organization an additional insured under this policy. 2. The insurance provided to the additional insured is limited as follows: a. The person or organization is an additional insured only with respect to "bodily injury" or "property damage" arising out of a covered "auto" and caused by your negligent acts or omissions or the negligent acts or omissions of someone, other than the additional insured, for whom you are legally liable. b. The person or organization is not an additional insured for the person or organization's own acts or omissions, nor those of anyone, other than you, for whom the person or organization is legally liable. c. We will not provide the additional insured any broader coverage or any higher limit of liability than the least that is: (1) Required by the "written contract" or (2) Afforded to you under this policy. 3. Condition 2. Duties In the Event of Accident, Claim, Suit or Loss of Section IV— BUSINESS AUTO CONDITIONS is amended to add the following conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable a. Give us written notice of an "accident" which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; b. Agree to make available any other insurance the additional insured has for a loss we cover under this policy; c. Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit"; and d. Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this policy. But if the "written contract" requires this insurance to be primary and non-contributory, this provision d. does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a "suit." 4. Only for the purpose of the insurance provided by this endorsement, SECTION V — DEFINITIONS is amended to add the following definition: "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured under this policy, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to the accident for which the additional insured seeks coverage under this policy. CNA71526XX (10/12) Pol icy No: 60245330,1 Page 1 of 2 Endorsement No: Effective Date: 05/01/2016 Insured Name: PALERMO IT HOLDINGS, INC. Copyright CNA AI Rights Reserved. All other terms and conditions of the Policy remain unchanged. Material used with permission of ISO Properties, Inc CNA71526XX (10/12) Page 2 of 2 Policy No: Endorsement No: Effective Date: Insured Name: PALERMO TT HOLDINGS, INC. Copyright CNA All Rights Reserved. CNA71526XX (Ed. 10112) 6024533059 05/01/2016 CNA71527XX CNA (Ed. 10/12) ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Persons Or Organizations 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II — LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident' for which the additional insured seeks coverage under this policy. All other terms and conditions of the Policy remain unchanged. CNA71527XX (10/12) Policy No: 60245330! Page 1 of 1 Endorsement No: Effective Date: 05/01/2016 Insured Name: PALERMO IT HOLDINGS, INC. Copyright CNA All Rights Reserved. POLICY NUMBER: 6024533059 COMMERCIAL AUTO CA 04 4410 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: PALERMO IT HOLDINGS, INC. Endorsement Effective Date: 05/01/2016 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident' or the 'loss" under a contract with that person or organization. CA 04 44 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land CNA74872XX (1-15) Page 2 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: PALERMO TT HOLDINGS, INC. Policy No: 6024533045 Endorsement No: 6 Effective Date: 05/01/2016 copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., with its permission. I CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily Injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional CNA74872XX (1-15) Page 3 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: PALERMO TT HOLDINGS, INC. Policy No: 6024533045 Endorsement No: 6 Effective Date: 05/01/2016 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d, repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h, bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor CNA74872XX (1-15) Policy No: 6024533045 Page 4 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 05/01/2016 Insured Name: PALERMO IT HOLDINGS, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74872XX (1-15) Policy No: 6024533045 Page 5 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 05/01/2016 Insured Name: PALERMO IT HOLDINGS, INC. copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1, the Named Insured's ongoing operations; or 2, your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Policy No: 6024533045 Page 14 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 05/01/2016 Insured Name: PALERMO IT HOLDINGS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., with Its permission. G -19160-B CNA (Ed. 11/97) Policy Numbers: 6024533076 & 6024533062 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One Workers' Compensation Insurance G. Recovery From Others and Part Two Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE- $328 The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2.%. G -19160-B Page 1 of 1 (Ed. 11/97) Additional Insured - State or Governmental Agency or Subdivision or Political Subdivision - Permits or Authorizations Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: The City of Santa Ana its officers, employees, agents, volunteers and representatives. City of Santa Ana 60 Civic Center Plaza Santa Ana, CA 92701-0000 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed as follows: A. The WHO IS AN INSURED is amended to add as an Insured any state or governmental agency or subdivision or political subdivision shown in the Schedule that has issued a permit or authorization for operations performed by or on behalf of the Named Insured, but only with respect to bodily injury, property damage or personal and advertising injury arising out of the permitted or authorized operations. However, if coverage for the additional insured is required by written contract or written agreement, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: 1, coverage broader than required by such contract or agreement; or 2. a higher limit of insurance than required by such contract or agreement. B. This insurance provided to the additional insured does not apply to: 1. bodily injury, property damage or personal and advertising injury arising out of operations performed for the federal government, state or municipality; or 2. bodily injury or property damage included within the products -completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74739XX (1-15) Policy No: 6024533045 Page 1 of 1 Endorsement No: 1 National Fire Insurance of Hartford Effective Date: 05/01/2016 Insured Name: Palermo TT Holdings, Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.