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HomeMy WebLinkAboutTRITECH SOFTWARE SYSTEMS, INC.- 2016CONSULTANT AGREEMENT LU o W -r THIS AGREEMENT, made and entered into this 17th day of November, 2016 by and O ^between TriTecb Software Systems, a California corporation (hereinafter "Consultant"), and the p�I °f- p �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"). LLUUJ q RECITALS ca Z v A. The City desires to retain a consultant having special skill and knowledge in the field of software maintenance and support for Crime ViewTM software as well as publishing criminal activity maps via the Internet. The software is used by the Police Department to provide a mechanism for crime analysis, crime mapping and to provide crime mapping to the public. B. The City entered into a Consultant Agreement with 'the Omega Group (N-2015-131) which had provided software for crime analysis and online services to the City. C. Consultant purchased the assets held by The Omega Group including the Crime ViewTM software and CrimeMapping.com website in February of 2016. D. Consultant represents that Consultant is able and willing to provide such services to the City. E. 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: I. SCOPE OF SERVICES Consultant shall provide telephone and remote service for CiimeMapping.com and Crime ViewTM software upon the City's request or for updates and software issues identified by consultant. In addition, Consultant will provide crime mapping to the public by way of an internet website. Consultant has provided the Software Support Terms that are attached hereto and incorporated herein as Exhibit "A". 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, an amount that does not exceed $5,150 during the term of this Agreement. The Quote for the Services is attached hereto and incorporated herein as Exhibit "B". b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. kill ll� U This Agreement shall commence on the date first written above and terminate on November 16, 2017, unless terminated earlier in accordance with Section 12, below. However, for continuity of service, the parties intended to have this agreement include services provided since November 16, 2016. 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 Consultant represents that all technical support and maintenance is conducted remotely or by telephone and that consultant will not send any of its employees to City's property. As a result, evidence of automobile liability insurance is waived. Notwithstanding, in order for consultant to remotely access City's secure network, City requires the following insurance: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which 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 therefiom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 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. c. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. d. 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. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish 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 effect 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 for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct 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 1 of this Agreement, to the extent of the Consultant's negligence or willful misconduct. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement, except such loss or damage which was caused by the sole negligence of willful misconduct of the City or its employees. Notwithstanding the foregoing, the total liability of Consultant for any claim or damage arising from or otherwise related to this Agreement, whether in contract, tort, by way of indemnification or under statute shall be limited to direct damages which shall not exceed (i) the attached Quote price or (ii) in the case of bodily injury, personal injury or property damage for which defense and indemnity coverage is provided by TriTech's insurance carrier, the coverage limits of such insurance. IN NO EVENT SHALL EITHER PARTY OR ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST PROFITS, LOST SAVINGS, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY HAS NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 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 facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax (714) 647-6956 With courtesy copies to: City of Santa Ana Police Department Attention: Chief of Police 60 Civic Center Plaza (M-97) P.O. Box 1981 'Tirol Santa Ana, California 92702 Fax (714) 245-8090 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: Tritech Software Systems 9477 Waples Street, #100 San Diego, CA 92121 Fax (858) 799-7011 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 snail, 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 facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered 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. 12. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice of termination to the other party. 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 and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties 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, continuing education, 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVAL Citttorney By � W I Tamara Bogosian Assistant City Attorney RECOMMENDED FOR APPR VAL: ScHn1A8L. Acting Chief of Police CITY OF SANTA ANA _ a ROBE C. TEZ DEPUTY CITY WkNAGER - CONSULTANT ��✓4 �,ti TriTech Software Systems BLAKE CLARK Chief Financial Officer Exhibit "A" FOR SUBSCRIPTION BASED SOFTWARE Product Updates: From time to time Consultant may develop permanent fixes or solutions to known problems or bugs in the Software and incorporate them in a formal "Update" to the Software. If the City is receiving technical support from Consultant on the general release date for an Update, Consultant will provide the City with the Update and related Documentation. Technical Support Services: Telephone Assistance. The City will be given the telephone number for Consultant's support line and will be entitled to contact the support line during normal operating hours, (between 7:30am and 7:30pm Central Time) on regular business days, excluding Consultant holidays, to consult with Consultant technical support staff concerning problem resolution, bug reporting, documentation clarification, and general technical guidance. Assistance may include remote connectivity, modem, or electronic bulletin board. Critical Priority Telephone Assistance after Normal Customer Service Hours. After Normal Consultant Customer Service Hours, emergency support for IQ applications will be answered by our emergency paging service. When connected to the service, the City shall provide his or her name, organization name, call-back number where the Customer Service Representative may reach the calling party, and a brief description of the problem (including, if applicable, the information that causes the issue to be a Critical Priority Problem). Website Support. Online support is available 24 hours per day, offering the City the ability to resolve its own problems with access to Consultant's most current information. The City will need to enter its designated user name and password to gain access to the technical support areas on Consultant's website. Consultant's technical support areas allow the City to: (i) search an up-to-date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ). Software Problem Reporting. The City may submit requests to Consultant identifying potential problems in the Software. Requests should be in writing and directed to Consultant by e-mail, FAX, or through Consultant's Support website. Consultant retains the right to determine in its sole discretion the final disposition of all requests, and will inform of the disposition of each request. If Consultant decides in its sole judgment to act upon a request, it will do so by providing a bug fix as described above. Scheduled Maintenance. IQ applications may be unavailable periodically for system maintenance. Regular system maintenance includes installation of the IQ Updates, operating system updates/patches and updates to other third party applications as needed. The City will be notified of maintenance periods via an email message. TriTech Service Commitment Provided that the City remains current on payment of its Subscription fees and provides equipment and remote connectivity that meet Consultant's recommended specifications, Consultant shall: • Maintain the Subscription Services hosting infrastructure which includes OS updates, third party software updates, and hardware upgrades. • Provide product version updates within thirty (30) days of general availability for Cloud operations. • Perform daily backups of application files. • Perform multiple daily database backups. Exclusions from Technical Suonort Services: Consultant shall have no support obligations with respect to any third party hardware or software product ("Nonqualified Product"), If Consultant provides support services for a problem caused by a Nonqualified Product, or if Consultant's service efforts are increased as a result of a Nonqualified Product, Consultant will charge time and materials for extra service at its current published rates for custom software services. If, in Consultant's opinion, performance of technical support is made more difficult or impaired because of a Nonqualified Product, Consultant shall so notify the City, and the City will immediately remove the Nonqualified Product at its own risk and expense during any efforts to render technical support under this Agreement. The City shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software. City Responsibilities: In connection with Consultant's provision of technical support as described herein, the City acknowledges that the City has the responsibility to do each of the following: 1) Provide hardware, operating system and browser software that meets Consultant's technical specifications, as well as a fast, stable, high speed connection and remote connectivity. 2) Maintain the designated computer system and associated peripheral equipment in good working order in accordance with the manufacturers' specifications, and ensure that any problems reported to Consultant are not due to hardware malfunction; 3) Maintain the designated computer system at the latest code revision level deemed necessary by Consultant for proper operation of the Software; 4) Supply Consultant with access to and use of all information and facilities determined to be necessary by Consultant to render the technical support described herein; 5) Perform any test or procedures recommended by Consultant for the purpose of identifying and/or resolving any problems; 6) At all times follow routine operator procedures as specified in the Documentation or any policies of Consultant posted on the Consultant website; 7) Other than Consultant's confidentiality obligations with respect to the City Information as set forth in Section VII of this Agreement, The City shall remain solely responsible at all times for the safeguarding of the City's proprietary, confidential, and classified information; and 8) Ensure that the designated computer system is isolated from any process links or anything else that could cause harm before requesting or receiving remote support assistance. Security 1) Consultant maintains a Security program for security managing access to the City data — particularly HIPAA and CJIS information. This includes 1) a Pre-employment background check, 2) security training required by Federal CJ IS regulations, and 3) criminal background checks/fingerprints required by Federal or State regulations. Consultant will work with the City to provide required documentation (such as the CJIS Security Addendum Certification form and VPN documents). 2) If required by the City, Consultant will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the Consultant staff's job assignment. If the City requires fingerprints submitted in a form other than paper prints (such as Live Scan) or that such fingerprints be performed at the City's site, the City will reimburse Consultant for the cost of Consultant Security Approved Personnel traveling to the City's site or for a vendor (such as Live Scan) to travel to the applicable Consultant Offices. This provision will apply during the duration of this Agreement. Priorities and Support Response Matrix The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non -covered causes - such as hardware, network, and third party products - are not included in this priority matrix and are outside the scope of this Technical Support Schedule A. This matrix defines the support issues, response times and resolutions for the City's licensed IQ software application. Note: Normal Customer Service Hours are 7:30am to 7:30pm (Central Time) on weekdays excluding holidays. Support after Normal Customer Service Hours is offered weekends, nights and holidays for Critical Priority issues only. Critical Priority (Priority 1) issues should always be reported via telephone at 800-987-0911. Software Errors for other than Critical Priority may be reported via the web portal: TriTech.com; or email: CH ClientServicesTriaeeAtritech com. For IQ CrimeView Dashboard, IQ FireView Dashboard, IQ CrimeMapping.com; IQ NEARme: omega-sumoort(7a tritech com. Priority Priority Definition Response Times Priority 1 — IQ Search and IQ Analytics. 24X7 Normal Customer Service Hours: Telephone calls to Critical Priority Support for live operations on the 800.987.0911 will be answered immediately and production system. This is defined as the managed by the first available representative but not following: longer than 5 minutes. • The applicable IQ server is down and all workstations After Normal Customer Service Hours: Thirty (30) will not launch or function; minute callback after client telephone contact to the City is experiencing 800.987.0911. complete interruption of ability to do perform queries. Priority I issues must be called in via 800.987.0911 • The applicable IQ system is to receive this level of response. inoperable due to data loss or corruption caused by TriTech Software There are no Priority 1 issues for: IQ CrimeView Dashboard This means that one or more TriTech IQ FireView Dashboard server components are down or IQ CrimeMapping.com inaccessible, disabling all usability of the IQ NEARme City's IQ workstations These Software Errors are defined in S ecial Note #1, below. Priority 2 — Normal Customer Service Hours Normal Customer Service Hours: Telephone calls to Urgent Priority Support: A serious software error with 800.987.0911 will be answered and managed by the no workaround and not meeting the first available representative but not longer than 5 criteria of a Critical Priority, but which minutes. severely impacts the ability of Users from performing a common function. Priority 2 issues for IQ Search, IQ Analytics, IQ Such errors will be consistent and CrimeView Dashboard, IQ FireView Dashboard, IQ reproducible. CrimeMapping.com, and IQ NEARme are not managed after Normal Customer Service Hours. Generally, this means that a significant number of the system IQ workstations Customer Service Number 800.228.1059 for: are negatively impacted by this error (e.g. IQ CrimeView Dashboard does not apply to a minimal set of IQ IQ FireView Dashboard workstations). These Software Errors are IQ CrimeMapping.com defined in Special Note #2, below. IQ NEARme Priority - Priority Definition Response Times - Priority 3 - Normal Customer Service Hours Normal Customer Service Hours: Telephone calls to High Priority Support: A Software Error not meeting 800.987.0911 will be answered and managed by the the criteria of a Critical or Urgent first available representative. Priority, which has a workaround available, but which does negatively Priority 3 issues for IQ Search, IQ Analytics, IQ impact the User from performing CrimeView Dashboard, IQ FireView Dashboard, IQ common IQ system functions. Such CrimeMapping.com, and IQ NEARme are not errors will be consistent and managed after Normal Customer Service Hours. reproducible. • The IQ system is unable to Customer Service Number 800.228.1059 for: transfer data from external IQ CrimeView Dashboard system to IQ IQ FireView Dashboard • The IQ system update IQ CrimeMapping.com causing system functions to IQ NEARme be inoperative with no workaround A significant number of IQ workstations are negatively impacted by this error (e.g., does not apply to a minimal set of workstations). Priority 4 — Normal Customer Service Hours Normal Customer Service Hours: Telephone calls to Medium Priority Support: A Software Error related to a 800.987.0911 will be answered and managed by the user function which does not negatively first available representative. impact the User from the use of the system. This includes system Priority 4 ssues for IQ Search, IQ Analytics, IQ administrator functions or restriction of CrimeView Dashboard, IQ FireView Dashboard, IQ User workflow but does not significantly CrimeMapping.com, and IQ NEARme are not impact theirjob function. managed after Normal Customer Service Hours. Customer Service Number 800.228.1059 for: IQ CrimeView Dashboard IQ FireView Dashboard IQ CrimeMapping.com IQ NEARme Priority 5 — Normal Customer Service Hours Normal Customer Service Hours: Telephone calls to Low Priority Support: Cosmetic or Documentation 800.987.0911 will be answered and managed by the errors, including the City technical first available representative. questions or usability questions would be a part of this level. Priority 5 issues for IQ Search, IQ Analytics, IQ CrimeView Dashboard, IQ FireView Dashboard, IQ CrimeMapping.com, and IQ NEARme not managed after Normal Customer Service Hours. Customer Service Number 800.228.1059 for: IQ CrimeView Dashboard IQ FireView Dashboard IQ CrimeMapping.com IQ NEARme 'Priority Resolution Process Resolution Time Priority 1— TriTech will provide a procedural or TriTech will work (including after hours) to provide Critical Priority configuration workaround or a code the City with a solution that allows the City to resume correction that allows the City to resume live operations on the production system. live operations on the production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible. Priority 2 — TriTech will provide a procedural or TriTech will work to provide the City with a solution Urgent Priority configuration workaround or a code that allows the City to resume normal operations on correction that allows the City to resume the production system. normal operations on the production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible. Priority 3 - TriTech will provide a procedural or TriTech will work to provide the City with a High Priority configuration workaround that allows the resolution which may include a workaround or code City to resolve the problem. correction within a timeframe that takes into consideration impact of the issue on the City, TriTech's User base, and the date of submission. Priority 3 issues have priority scheduling in a subsequent release. Priority 4 — If TriTech determines that a reported TriTech will work to provide the City with a Medium Priority Medium Priority error requires a code resolution which may include a workaround or code correction, such issues will be addressed correction in a future release of the software. Priority in a subsequent release when applicable. 4 issues have no guaranteed resolution time. Priority 5 — Low Priority issues are logged by There is no guaranteed resolution time for Low Low Priority TriTech and addressed at the company's Priority issues. discretion according to TriTech's roadmap planning process. Special Note #/: Priority 1 — IQ and Analytics Critical Priority issues meeting the previously noted criteria are defined as follows: a. The IQ server is down and all workstations will not launch or function; the City is experiencing complete interruption of ability to do perform queries. b. The IQ system is inoperable due to data loss or corruption caused by TriTech Software There are no Priority 1 issues for IQ CrimeView Dashboard, IQ FireView Dashboard, IQ CrimeMapping.com, or IQ NEARme. Special Note #2: Priority 2 Urgent Priority issues meeting the previously noted criteria are defined as follows: a. The IQ System has a serious Software Error that severely impacts the ability of Users to perform critical work functions. Such errors will be consistent and reproducible. b. The IQ system is unable to generate and render reports FOR ON -PREMISE SOFTWARE (1) All Consultant Software Errors reported by the City's personnel shall be resolved as set forth below. The response and resolution plan will be based upon the Service Level Agreement terms specified below by product. The City may elect to downgrade the urgency of the issue if the operational impact is not severe. The City may also request an upgraded response to a lower priority issue if the issue has a significant operation impact by requesting to speak to a supervisor/manager from Consultant's Customer Service Group. (2) If the City determines a Software Error exists, the City shall immediately notify Consultant by telephone, followed by an error report in writing, setting forth the defects noted with specificity requested by Consultant. Note (a): Critical Priority and Urgent Software Errors must be reported via telephone at the number listed in the Support Issues Priority and Response Matrix under section (9) below. If Critical Priority or Urgent Priority Software Errors are not reported via the telephone, the stated response and resolution times will not apply. Note (b): High, Medium, and Lower Priority Software Errors may be reported via email to the address listed in the matrix below, or through Consultant's Support website via the Customer Service portal on Consultant's website. (3) "Normal Customer Service Hours" (Business Hours) are 7:30a.m. through 7:30p.m. (Central), Monday through Friday, excluding Consultant holidays. (4) The main support line will be answered by Consultant's Customer Service Department, or Consultant's answering service, depending on the time/day of the call. During Normal Customer Service Hours, a Customer Service Representative will directly answer the support telephone call. If a Customer Service Representative is not available to answer your call during Normal Customer Service Hours, the call will automatically be routed to the Consultant operator. If all Customer Service Representatives are busy, the operator will offer the option to leave a message, or in the case of a Critical Priority problem, as described below, locate a Customer Service Representative. (5) Following Normal Customer Service Hours, the call will be automatically routed to Consultant's answering service. Any calls routed to the answering service will be escalated to an on-call Customer Service Representative on-call for prompt follow-up and resolution, if required. (6) During Normal Customer Service Hours, each issue will be assigned a ticket number. This number should be used for all subsequent inquiries relating to the original reported issue. Problems reported after Normal Customer Service Hours will be logged and assigned an issue number the next business day. Enhancement requests should be emailed to support@tritech.com. (7) Consultant has approved Bomgar as the sole primary form of support connectivity for Consultant's software applications. Bormgar provides for passwords, advanced authentication, encryption and logging that meet or exceed FBI CJIS standards. The data is stored in a secure technology facility meeting FBI standards. The City has access to log information through the Consultant support ticket management system the City portal on Consultant's website. Backup support connectivity is also required. The City will ensure there is either reliable cellular coverage or a landline telephone in each physical area in which a Server or interface equipment is located to allow the City's team to assist in troubleshooting. (8) Reported software errors will be responded to and resolved in accordance with the Priorities and Response Matrix in Section 9 below. If requested or specified in the response time criteria below, a Consultant representative will return the call in a manner consistent with the priority and order in which the call was received. the City will make every effort to respond to Consultant in a timely fashion when requests are made for follow-up calls or additional documentation on the reported problem. a. If a response is not received, or a resolution is not provided in accordance with the Priorities and Response Matrix, the City may request escalation of the issue in accordance with the Consultant Documentation. (9) Priorities and Support Response Matrix The following priority matrix relates to software errors resulting from the Consultant Software as further defined in this Agreement. Causes related to non -covered causes - such as hardware, network, and third party products - are not included in this priority matrix and are outside the scope of this Agreement. CrimeView Desktop, FireView Desktop Priority Issue Definition - Response Time Priority 1 — There are no Critical Priorities for Not applicable. Critical Priority CrimeView/FireView Desktop. Priority 2 — Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls Urgent Priority serious issue with no workaround that severely to 800. 987.0911 will be immediately answered impacts the ability of the system to process the and managed by the first available representative data. but not longer than 5 minutes. • The import Wizard continuous crashes Urgent Priority issues are not managed after upon trying to open it. Normal Customer Service Hours. A significant number of the CrimeView Desktop or FireView Desktop workstations are negatively Priority 2 issues must be called in via 800. impacted by this issue (e.g., does not apply to a 987.0911 in order to receive this level of response. minimal set of CrimeView Desktop or FireView Desktop workstations). This issue is defined in more detail in Special Note #1, below. Priority 3 - Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls High Priority Software Error not meeting the criteria of an to 800. 987.0911 by the first available Urgent Priority, has a workaround available, but representative. which does negatively impact the User from performing a common CrimeView Desktop or High Priority issues may also be reported via FireView Desktop function. Such errors will be omega-sunoort(riltritech coin consistent and reproducible. • Recent data is not available High Priority issues are not managed after Normal Error message in the Crystal Report Customer Service Hours. • Diagnosis of TriTech Desktop software issues and errors Diagnosis of Configuration issues A significant number of CrimeView Desktop or FireView Desktop workstations are negatively impacted by this error (e.g., does not apply to a minimal set of workstations). Priority 4 — Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls Medium Priority Software Error related to a user function which to 800. 987.0911 will be answered and managed does not negatively impact the User by preventing by the first available representative. routine use of the system. This includes system administrator functions. Medium Priority issues may also be reported via • Annual updates omega-sunnortna tritech com. • Ceocoding issue Medium Priority issues are not managed after • Licensing Normal Customer Service Hours. • Assistance with the setup of TriTech Desktop on a new server and/or user's computer • TriTech software updates These are defined in more detail in Special Note #2, below. 'PriorityIssue Definition . _ Response Time Priority 5 — Normal Customer Service Hours Support: Normal Customer Service Hours: Telephone calls Low Priority Cosmetic or Documentation errors, including the to 800. 987.0911 will be answered and managed Priority 2 — City technical questions or usability questions by the first available representative but not longer Urgent Priority workaround that allows the City to resume normal than 5 minutes after the initial phone call. • Provision of the current TriTech operations on the import system within 48 hours of Desktop tutorial (digital format) Low Priority issues may also be reported via Priority 3 - TriTech will provide a procedural or configuration omega-sunnort(a,tritech.com. High Priority workaround that allows the City to resolve the Low Priority issues are not managed after Normal problem. Customer Service Hours. Priority ResolutionProcess Resolution Time Priority 1— No Critical Priority for CrimeView/FireView Not applicable. Critical Priority Desktop Priority 2 — TriTech will provide a procedural or configuration TriTech will work to provide the City with a Urgent Priority workaround that allows the City to resume normal solution that allows the City to resume normal operations on the import system. operations on the import system within 48 hours of the call being received. Priority 3 - TriTech will provide a procedural or configuration TriTech will work to provide the City with a High Priority workaround that allows the City to resolve the resolution which may include a workaround within problem. a timeframe that takes into consideration the impact of the issue on the City and TriTech's User base. Priority 4 — TriTech will provide a procedural or configuration TriTech will work to provide the City with a Medium Priority workaround that allows the City to resolve the resolution which may include a workaround. problem. Priority 4 issues have no guaranteed resolution time. Priority 5 — Low Priority issues are logged by TriTech and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion according to Priority issues. TriTech's roadmap planning process. Special Note #1: Priority 2 - Urgent Priority issues, meeting the previously noted criteria, are defined as follows: 1. CrimeView/FireView Desktop a. The Import Wizard continuously crashes when accessing the Import Wizard extension within ArcCatalog. This does not include ArcCatalog crashing on its own. Special Note #2: Priority 4— Medium Priority issues 1. Annual Updates a. Clients are entitled to two (2) saved query updates annually. i. The saved query updates are limited to the saved query groups included within the original application configuration and based on the original source field. Adding a new saved query group(s) or changing the source field will incur an additional cost. b. Saved query updates are by client request when new query values are made available 2. Geocoding issue a. Individual records are not geocoding, this does not include creating new address locators to the profile 3. The software updates includes compatibility with ArcGIS releases but will not be compatible with ArcGIS Desktop 10.5 and beyond due to technical limitation Not included in support: • Change RMS/CAD vendor(s) • RMS/CAD database schema updates (field length, type, size... table name change, etc...) • Lookup table updates (code/description) • Crystal Report updates • GIS source file updates • Geocoding rate enhancement • Re -import of historical data • Change the GIS format (Shapefile, Personal Geodatabase, File Geodatabase, ArcSDE Geodatabase, etc...) of the reference data or Import Wizard output data. • Add/remove import Wizard profile fields • CIS editing • Other source file integration • Additional profiles Exhibit `B" )))-FR17ECH SOFTWARE SYSTEMS 9477 Waples St, Suite 100 San Diego, CA 92121 Bill To: Santa Ana Police Department 60 Civic Center Plaza Santa Ana CA 92702 Quote -_ 10395 date 1/11/2017 Page ._ _ 1 Please Note New Remit -to Address: Tritech Software Systems P.O. Box 203223 Dallas, TX 75320-3233 Ship To: Santa Ana Police Department 60 Civic Center Plaza Santa Ana CA 92702 Purchase Order No. Customer ID Salesperson ID; [Shipping Method! Payment Terms Re ShiDate No. _ CA305-0 Net 30 Days 1/11/2017 .Master' 46,988 Ordered Ship ed BIO_ _ Item Number. - —Description - Unit Price 'Ext. Price 1.00 5.00 1.00 1.00 5.00 1.00 Term: 11/17/16 0.00 O-CRIMEMAPPING CrimeMapping.com 0.00 O -CV DESK ADD'L LIC MAII CrimeView Desktop AddrI License Maintenance 0.00 O -CV DESK MAINTENANCE CrimeView Desktop Maintenance to 11/16/17 $1,200.00 $1,200.00 $150.00 $750.00 $3,200.00 $3,200.00 :Subtotal $5150.00 Misc. $0.00 Tax _.. .. $0.00 Frei- ht. _ $0.00 Trade Discount $0.00 Total $5,150.00 AC7 J?br CERTIFICATE OF LIABILITY INSURANCE MMroD1YYYY>DATE ( DATE 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 SHOWNMAY HAVE BEEN REDUCED BY PAID CLAIMS. 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)y AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the potiicy(ies) must have ADDITIONAL INSURED provisions or 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 NQMTEACT Jonathan Thomas.. CIBC Insurance Services LLC PHONE FAx . 415-946-7500 ar t° 415-946-7550 License #01<1 9767 � C}Id Slip A-2017-039 „_ __ _ ._ ._I E-MAIL s.. onathan.thomas c stalco.com .�' ' � �' INSURERS AFFORDING COVERAGE NAIL # New York NY 10005 INSURER A:..National Fire Insurance Company of 20478 ( $1,000,000 INSURED TTHCLD INSURER B:Valley Fore Insurance Company 20508 Palermo TT Holdings, Inc. INSURER C :Continental Casualty Company 20443 _ 9477 Waples, Suite 100 INSURER D: Indian Harbor Insurance Company 36940 San Diego, CA 92121 DAMAGE TO RENTED PREMISES tEa occurrence i $1,000,000 INSURER E: $15•',000 INSURER F: ('nVFRA(,'F:R rF:RTIFIC:ATF NU1MRFR. 2005360351 RFVII;InN NIIMRFR- 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 SHOWNMAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD !MVD POLICY NUMBER POLICY EFF MMIDOIYYYY POLICY EXP MM�IDDIYYYY LIMITS B X COMMERCIAL GENERAL LIABILITY 6024533045 51112017 51112018 EACH OCCURRENCE ( $1,000,000 CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES tEa occurrence i $1,000,000 MED EXP (Any one person) $15•',000 _ - .... ...-_.mmm_.__......................m...._........._._.._._ PERSONAL B, ADV INJURY $1,000,000 GENERAL. AGGREGATE __.._-.. '.... $2,000,000 GENT AGGREGATE LIMIT APPLIES PER: ��-��-�� POLICY r] PRO- x I. LOC JECT ___..______ PRODUCTS - COMP'IOPAGG '... $2,000,000 $ OTHER: A AUTOMOBILE UTABILITXMBINED 6024533059 51112017 5/112018 SINGLE LIMIT (acciden _ $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO X OWNED X SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE fPer accident) $ A X UMBRELLA LIAB X OCCUR 6024533093 51112017 1 511/2018 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 EXCESS UAB CLAIMS -MADE' DED RETENTION $ $ C C WORKERS COMPENSATION AND EMPLOYERS' LIABILITYYIN ANY PROPRIETOR)PARTNERlEXECUU, —LlE.L. 6024533062 6024533076 511/2017 51112017 5/112018 51112,01 S X PER pTH- STATUTE ER EACH ACODENT _.. $1,000,000 OFFICER/MEMBER EXCLUDED? N I A E.L. DISEASE - EA EMPLOYE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERAT6ONS below E.L. DBSEASE - POLICY LIMIT 1 $1,000,000 D Tech Professional Liab MTP903220002 51112017 5/112018 5,000,000 Each Ciaim/occ. Retroactive Date 1/1/92 5,000,000 Aggregate Claims Made 100,000 Retention DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The City of Santa Ana its officers, employees, agents, volunteers and representatives are 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. d.�. LK I II-IL;A It htULLtt,l{ The City of Santa Ana 60 Civic Center Plaza Santa Ana, CA 92761-0000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE C'. B �,.e� @ 1985-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016163) The ACORD name and logo are registered marks of ACORD .r M 911 Mapping Systems, Inc. Compudyne Corporation, EmergiTech, LLC Geo Mobile, Inc. Geo911, Inc. Information: Management Corporation Law Enforcement Technology Group, LLC Masys Corporation Palermo Finance Corporation Palermo TT Holdings, Inc. The Omega Group Tiburon Limited Tiburon, Inc. TriTech Delaware, LLC TriTech Emergency Medical Systems Canada ULC TriTech Emergency Medical Systems, Inc. TriTech Holdings, Inc., a Delaware Corporation TriTech Software Corporation, a Delaware Corporation TriTech Software Systems, a California Corporation TT Holdings 1, Inc. TT Holdings 11, Inc. Vision Enterprises, Inc. VisionAir, Inc. Visions Acquisition, Inc. Voyager, Inc. Xanalys Corporation Xanalys Corporation Zuercher Technologies, LLC CNA71526,XX (Ed. 10/12) It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: 9102M I Name of Additional Insured Person Or Organization SEE ENDORSEMENT 1. Paragraph A,1. Who Is An Insured of Section 11 — 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 fora 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 Linder 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) Policy No: Page 1 of 2 Endorsement No: Effective Date: 05/01/2017 Insured Name: PALERMO IT HOLDINGS, INC', Copyright CNA All Rights Reserved. CNA71526XX (Ed. 10/ 12) Al other terms and conditions of the Policy remain unchanged. MateriM used with permission of ISO Properties, Inc CNA71526XX (10/12) Page 2 of 2 Policy No: Endorsement No: Effective Date: 05/01/2017 Insured Name: PALERMO TT HOLDINGS, TNN. Copyright CNA All Rights Reserved. CNA7527XX CNA (Ed.110112) ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE I Name of Additional Insured Persons Or Organizations SEE ENDORSEMENT 1. In conformance with paragraph Al.c. of Who Is An Insured of Section 11 — 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 (110/ 12) Page 1 of 1 Insured Name: PALERMO TT HOLDINGS, INC. Gopyright CNA All Rights Reserved, Policy Na: Endorsement No: Effective Date: 05/01/2017 POLICY NUMBER: COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF'RIGHT:S 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 TT HOLDINGS, INC. Endorsement Effective Date: 05/01/2017 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. I Information reauired to comr)Iete this Schedule. if not shown above. will be shown in the Declarations. I 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 4410 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 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. CNA74872XX (1-15) PolicyN:o: 6024533045 Page 2 of 14 Endorsement No: V VALLEY FORGE INSURANCE COMPANY Effective Date: 05/01/2017 Insured Name: PALERMO TT HOLDINGS, INC. Copyright CNA All Rights Reserved- InClUdes copyrighted watehal of InSUranceServices Office, Inc., with is permission. F4 0 $2 CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land 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 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. CNA74872XX (1-15) Page 3 of 14 VALLEY FORGE INSURANCE COMPANY insured Name: PALERMO TT HOLCINGS, INC. Policy No: 6024533045 Endorsement No: 7 Effective Date: 05/01/2017 copyright CNA All Rights Reserved. includes copyrighted material of insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. 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 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. CNA74872XX (1 -15) Page 4 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: PALERMO TT HOLDINGS, INC. Policy No: 6024533045 Endorsement No: 7 Effective Date: 05/01/201V Copyright CNA All Rights Reserved. IndUcles copyrighted rrotorial of insurance Services Office, Inc., with ks permissbn. PARAM UNT Technology General Liability Extension Endorsement 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 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. 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 I.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. E, .10711 IIIIJ F.R4 10IT1119:3 fitl;Kol zoieolf I Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: CNA74872XX (1-15j Policy No: 6024533045 Page 5 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 05/01/2017 Insured Name: PALERMO TT HOLDINGS, INC. Copyright CNA All Rights Rewved. InClUdes copyrighted material Of InSUrance services Office, Inc., with Is permission. A CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. r1NER11:01111rork Y3 If the Named Insured unintentionally falls to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure, 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) Page 14 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: PALERMO TT HOLDINGS, Copyrigh I CNA All Rights Reserved. Policy No: 6024533045 Endorsement No: 7 Effective Date: 05/01/2017 INC. Includes copyrighted rTiaterial of IrIGUrance SeMces Office, Inc., with fs permirsion CPF, Workers Compensation And Employers Liability Insurance MA loficy Endorsenwnt 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 - Refer to the Schedule of Operations 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%. 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 Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown, below. . .. ........ ..... .. ... I . ........... .. ..... ... ... - ..... ..... Form No: G-1 9160-B (11-1997) Policy No: WC 6 24533062 Endorsement Effective Date: Endorsement Expiration Date; Policy Effective Date: 05/01/2017 Endorsement No: 2; Page: 1 of 1 Policy Page: 33 of 47 Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave, Chicago, lL 60604 .................... 0 Copyright CNA Al!l Rights Reserved.