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A5208 - SUNGARD PENTAMATION INC FINANCE COMPUTER SOFTWARE
DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B ASP Order By the signatures of their duly authorized representatives below,the Superion, LLC entity identified below("Superion")and the customer identified below("Customer"), intending to be legally bound, agree to all of the provisions of this Order (the "Order"), and agree that this Order represents a separate contract between such Superion entity and Customer, with an order execution date of the latest date shown on the signature page below("Order Execution Date") and order effective date of October 1, 2018 ("Order Effective Date"). This Order incorporates and is governed by all of the terms of the Superion Standard Terms and Conditions version 2016 January, attached hereto as Exhibit 3 ("SST") as if the Superion entity was"Superion" and Customer was"Customer"thereunder. Capitalized terms not defined in this Order have the meaning given them in the SST. Superion, LLC City of Palm Springs 1000 Business Center Dr. 3200 E. Tahquitz Canyon Way Lake aMary, (FL 32746 Palm Springs, CA 92063 Print Name: Tom m urgey Print Name: Print Title: General Manager Print Title: Date Signed: March 19, 2018 Date Signed: SUPERION ORDER# 0-00001260 ST: wtp I SOLUTION AND RELATED INFORMATION 1. SOLUTION: Superion PLUS Public Administration applications identified in Exhibit 1. 2. TRANSMISSION OF CUSTOMER SUPPLIED DATA: The Solution will be operated by the Customer via workstations. Customer must provide remote access to its facility using a Superion approved remote access client so that Superion can perform the support obligations and/or services under this Order; and will provide appropriate security access and accounts for Superion staff and each session participant. In addition, and subject to a separate written agreement between the parties, including agreement upon the additional fees payable in that respect to cover dedicated communication costs, Superion may provide WANNPN connectivity to Customer for accessing the hosted environment for custom application and interfaces. 3. DOCUMENTATION: Superion's standard user manuals for the Solution listed above. 4. INITIAL TERM: Sixty(60) months commencing on the Order Effective Date. 5. RENEWAL RIGHTS: Upon expiration of the Initial Term set forth above this Order shall automatically renew for successive one(1) year Renewal Terms at the then-current rates. Either party may elect to not enter into a Renewal Term by providing the other party with written notice at least one hundred and twenty (120) days prior to the end of the Initial Term or then-current Renewal Term, as the case may be. R TO FORM APPROVED BY CITY COUNCIL CITY ATTORNEY ORIGINAL BID ANDIOR AGREEMENT DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B 6. SCOPE OF USE a. DESIGNATED LOCATION(s): Customer's offices in Palm Springs, CA. Customer's Authorized Users may access the Solution from anywhere in the United States, subject always to the Export Laws and the total number of Authorized Users licensed hereunder. 7. FEES A. ANNUAL ACCESS FEES: SEE EXHIBIT 1 a. ADDITIONAL AUTHORIZED USERS FEES: Customer acknowledges that the Annual Access Fee set forth above has been determined based on the number of Authorized Users licensed on the Order Effective Date. If Customer desires at any time during the term of this Order to increase the number of Authorized Users beyond the number of Authorized Users set forth above, Customer shall provide Superion with advance written notice and Superion may increase the Access Fee payable under this Order accordingly. b. OTHER FEES: If Customer's use of the Solution increases in any way which would reasonably cause Superion to incur additional hardware costs to maintain such increased usage, Superion shall invoice Customer for such fees as are reasonable in respect of such additional hardware cost incurred. B. LICENSE FEES: EXHIBIT 1 C. PROFESSIONAL SERVICES, START-UP,AND ANNUAL ACCESS FEES—EXHIBIT 1 D. THIRD PARTY PRODUCTS FEES: EXHIBIT 1 8. THE LIABILITY CAP: Shall be the total of the Professional Services and Annual Access Fees actually paid by Customer to Superion under this Order during the twelve(12) month period immediately preceding the event giving rise to the claim occurring. 9. PAYMENT TERMS: a. Start Up Fees are due as follows: 100% on the Execution Date. b. The Annual Access Fee is due upon the Order Effective Date and annually thereafter on the anniversary date thereof. C. Project Management Fees: 100% on the Execution Date d. Conversion Service Fees: 50% due upon Execution Date; 50% upon completion. e. Custom Retrofit Development, Training Fees, Report Migration Workshop and Optimization Workshop Fees: Due as incurred. f. Installation fees: Due upon completion. g. Third Party Products Services Fees are due as follows: Due as incurred. 2of31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B h. Travel and Living Expenses: Travel and living expenses are in addition to the prices quoted above and will be invoiced as incurred and shall be governed by the Superion Corporate Travel Expense Guidelines attached hereto as Exhibit 2, 10. ADDRESSES a. CUSTOMER ADDRESS FOR INVOICES: 3200 E. Tahauitz Canyon Way, Palm Springs, CA 92063 b. CUSTOMER ADDRESS FOR NOTICES: 3200 E. Tahguitz Canyon Way, Palm Springs, CA 92063 c. CUSTOMER ADDRESS FOR SOFTWARE SHIPMENT: 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92063 d. SUPERION'S ADDRESS FOR NOTICES: Superion, LLC Attn: Legal Counsel 1000 Business Center Drive Lake Mary, FL 32746 11. OTHER TERMS: a. Customer shall procure the Specified Configuration set forth in Annex 1 in accordance with Section 2 of the SST. b. Superion shall provide the access to the Solution during the hours described in Annex 2 attached hereto, and provide the Solution Support described in Annex 2. C. Superion shall provide and install new releases of the Solution at no additional charge. However Customer shall be responsible for the payment of consulting fees on a time and material basis in respect of any professional services provided by Superion for the upgrade of any customizations to the Solution made by Superion at Customer's request; provided the parties enter into a professional services schedule in respect of any such upgrade which shall stipulate the applicable then-current professional fee rates in respect thereof. d. As and when Customer is required to upgrade to a new release, Superion shall make such new release available to Customer in a test environment for a period of at least sixty(60)days (the"Parallel Run Period"). Unless Customer reports to Superion any material errors in such new release, Customer shall accept modifications, revisions and updates in the Solution and Documentation, including changes in programming languages, rules of operation and screen or report format, as and when they are implemented by Superion. If material errors are discovered during the Parallel Run Period, the Parallel Run Period shall automatically be extended by the number of days between the date that any material errors where reported and the date that Superion has remedied such errors. Customer acknowledges that modifications, revisions and updates in the Solution permitted by this Order may result in changes in the form, timing or other features of on-line services, reports and other Solution provided under this Order. e. If Customer's use of the Solution increases in any way which would reasonably cause Superion to incur additional hardware costs to maintain such increased usage, Superion shall invoice Customer for such fees as are reasonable in respect of such additional hardware cost incurred. f. Conversion: Conversion, if provided for herein, or if requested by the Customer after contract execution, will be controlled by the Superion Systems Change Request(SCR)form which will be prepared for the Customer by the Superion Conversion Team Manager. There will be a Two Hundred Fifty dollar($250.00)non-refundable Access Fee for preparation of each SCR requested by the Customer. Superion will proceed on the SCR when 3 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-67710E41164B the signed SCR is returned with the Customer's authorization along with fifty percent (50%) payment, which includes the non-refundable Access Fee. The final fifty percent(50%) payment is due upon completion. Data must be given to Superion in an IBM compatible format on a specified magnetic media and must match data field definition. Input data file clean up shall be the responsibility of the Customer. Additional conversion, if necessary, will be invoiced at the prevailing rate per hour. It is agreed that no two systems and file structures are exactly alike and there may be a need for some manual conversion efforts to take place along with the electronic conversion. SCR form(s) for any conversion services included in this Order are attached for Customer signature and return to Superion along with this Order. g. If after the expiration of the term of this Order Customer converts to a different vendor's applications, Superion will provide, upon payment of Superion's then-current standard deconversion fee, reasonable assistance and documentation for such deconversion in order to assist Customer in removing its information and placing said information in Superion's standard format for input to the other vendor's applications. In the event Customer requests a non-standard deconversion, Superion shall be entitled to receive compensation for consultation, software and documentation provided to assist in the deconversion on a time and materials basis at the standard prevailing rate then charged by Superion for such services. 12. OTHER TERMS APPLICABLE TO THIS ORDER: (If applicable) • ACCESS AND SERVICES FEES—EXHIBIT 1 • COGNOS THIRD PARTY PRODUCTS SUPPLEMENT • SUPPORT STANDARDS SUPPLEMENT • SUPERION STANDARD TERMS (SST)—EXHIBIT 3 • SUPERION TRAVEL EXPENSE GUIDELINES (EXHIBIT 2) • ANNEX 1 —SPECIFIED CONFIGURATION • ANNEX 2—SOLUTION AVAILABILITY AND SUPPORT 4of31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B EXHIBIT 1 —ACCESS AND SERVICES FEES A. ACCESS FEES—INITIAL TERM Annual Annual Term Access Fees Year 1 $ 35,287.00 Year 2 $ 36,345.61 Year 3 $ 37,435.98 Year 4 $ 38,559.06 Year 5 $ 39,715.83 Access Fees for any Year subsequent to the Initial Term are subject to change and will be specified by Superion in an annual invoice. APPLICABLE TAXES ARE NOT INCLUDED IN THIS ORDER FORM,AND, IF APPLICABLE,WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER. B. OTHER FEES- (Professional Service Fees, Start-Up Fees, Annual Access Fees) Software Products and/or Services Start Up Fee Professional Annual Services Access Fee Current PLUS Products Financial Accounting (GFPFAM), Fixed Assets(GFPFIX), $20,409.00 CA Regulatory Software(GFPRCA), Business License (GCPEGCL), Miscellaneous Billing (GCPEGBL), Cash Receipting (GCPCR). Current Third Party 4J's Server Compiler(FOURJS), 4J's Concurrent Users 30 6,871.00 Products (FOURRUN), Optio (OPTIOECI) New Third Party MKSSQL(MKST),Cognos v11 (ANALYTICS-NOW) 8,387.00 Products Professional Services PLUS 5.1/9.1 Installation-$10,500 $10,000.00 $37,100.00 Current PLUS Products PLUS 5.1/9.lTraining- (48) hours$7,680 PLUS 5.1/9.1 Conversion-$4,400 PLUS 5.1/9.1 Custom Retrofit Developmemt-$1,400 PLUS 5.1/9.1 Project Management-$6,400 PLUS 5.1/9.1 Optimization Workshop- (42) hours-$6,720 Professional Services Cognos v11 Analytics Installation-$2,800 2,000.00 20,080.00 New Thins Party Cognos v11 Analytics Training -$9,000 Products Cognos v11 Analytics Report Migration Workshop-$7,000 Project Management-$1,280 Professional Services PLUS 5.119.1 Professional Services/Training (80) hours- 12,800.00 $12,800 Total Proposed System: $12,000.00 $69,980.00 $35,287.00 5 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B EXHIBIT 2 SUPERION TRAVEL EXPENSE GUIDELINES Superion will adhere to the following guidelines when incurring travel expenses: All arrangements for travel are to be made through the Superion Corporate Travel Agent unless other arrangements have been made with the Customer and are documented in writing. AIR TRAVEL—Superion will use the least expensive class of service available with a minimum of seven (7)day, maximum of thirty (30) day, advance purchase. Upon request, Superion shall provide the travel itinerary as the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will require a receipt for reimbursement. Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the Customer, Customer will reimburse the current IRS approved mileage rate for all local trips. LODGING—Superion will use the most reasonable accommodations possible,dependent on the city. All food items,movies, and phone/internet charges are not reimbursable. RENTAL CAR—Compact or Intermediate cars will be required unless there are three or more Superion employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however, pre-paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon request, receipts for car rental and gas purchases will be submitted to Customer. Superion shall decline all rental car insurance offered by the car rental agency as staff members will be covered under the Superion auto insurance policy. Fines for traffic violations are not reimbursable expenses. OTHER TRANSPORTATION —Superion staff members are expected to use the most economical means for traveling to and from the airport(Airport bus, hotel shuttle service).Airport taxi or mileage for the employee's personal vehicle(per I IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s) for the taxi will be submitted to Customer. Proof of mileage may be required and may be documented by a readily available electronic mapping service. The mileage rate will be the then-current IRS mileage guideline rate (subject to change with any change in IRS guidelines). OTHER BUSINESS EXPENSES— Parking at the airport is reimbursable. Tolls to and from the airport and while traveling at the client site are reimbursable.Tipping on cab fare exceeding 15% is not reimbursable. Porter tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend day or Company Holiday and the hotel stay is four nights or more. Laundry charges must be incurred during the trip and the limit is one shirt and one pair of pants/skirt per day. With the exception of tips, receipts shall be provided to Customer upon request for all of the aforementioned items. MEALS—Standard per Diem. Subject to change due to cost of living. 6 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B EXHIBIT 3 These Superion Standard Terms ("SST") may be incorporated into one or more orders referencing these SST(each, an"Order"). Each Order, together with these SST, shall form a separate agreement(this"Agreement"), by and between the Person identified on the Order("Customer") and the Superion Company identified on the Order ("Superion"), applicable to the proprietary solution identified on the Order(the"Solution"), as such Solution may be modified, revised and updated from time to time. Only the Customer and Superion entities that execute the Order will be liable for the obligations under that Order. Each Order will be effective upon the latest date shown on the signature page of the Order("Order Execution Date"). 3.2 Taxes. The fees and other amounts payable by 1. Scope. Customer may use the Solution only in the Customer to Superion under this Agreement do not include ordinary course of Customer's internal business operations any taxes, duties, levies, fees or similar charges of any for the benefit of Customer and only in accordance with the jurisdiction ("Taxes") that may be assessed or imposed in terms on the Order, the Documentation, this Agreement, connection with the transactions contemplated by this including the Scope of Use. Customer shall be liable for any Agreement, excluding only taxes based upon Superion's net breach of the terms of this Agreement by any persons given income. Customer shall directly pay any such Taxes access to the Solution by Customer. assessed against it, and Customer shall promptly reimburse 2. Specified Configuration. Customer shall, at its Superion for any such Taxes payable or collectable by expense, procure and maintain the computer hardware, Superion. systems software and other items required for use of, or 3.3 Certain Remedies for Non-payment. If Customer access to,the Solution, including those described in the Order fails to pay to Superion, within ten (10) days after Superion and Documentation (the "Specified Configuration") and for makes written demand therefor, any past-due amount payable updating the Specified Configuration in accordance with under this Agreement (including any applicable late payment Superion's published updates. If not yet completed, fee) that is not a Disputed Amount, in addition to all other Customer shall complete its procurement and installation of rights and remedies which Superion may have, Superion may, the Specified Configuration prior to the scheduled start of in its sole discretion and with further notice to Customer implementation. Customer shall devote all equipment, stating the suspension date, suspend performance of any or facilities, personnel and other resources reasonably all of its obligations under this Agreement(other than Section necessary to begin using the Solution in production on a 5). Superion shall have no liability for Customer's use of the timely basis as contemplated by this Agreement and satisfy Solution until all such past-due amounts and any applicable any Customer requirements necessary for Superion to reinstatement fees are paid in full. complete the professional services described in Section 6. 4. Warranties, Covenants and Limitations. Superion is not responsible for any delays or additional fees and costs associated with Customer's failure to timely perform 4.1 Compliance with Laws. Superion shall comply with its obligations under this Section 2. all laws, enactments, orders and regulations applicable to it 3. Payments. as the provider of services under this Agreement. Customer shall comply with all laws, enactments,orders and regulations 3.1 Fees. Customer shall pay to Superion the fees stated applicable to it as the recipient and user of services under this in the Order, in accordance with the payment terms stated on Agreement. the Order. Superion shall invoice all other fees, as and when 4 2 No Infringement. Superion shall indemnify and incurred. All invoices shall sent to Customer's address for defend Customer against, any third-party claim asserting that invoices stated the Order.r. Except as otherwise specified the Solution, as and when made available to Customer by (3 the Order, Customers payments shall be due within thirty 0)days after the invoice date. A late payment fee at the rate Superion and when properly used for the purpose and in the of 12% per year (or, if lower, the maximum rate permitted by manner specifically authorized by this Agreement, infringes applicable law) shall accrue on any amounts thirty (30) days upon (i)any patent issued as of the date of this Agreement by past due and unpaid by Customer to Superion, except for a country that is a signatory to the Paris Convention, (ii) any Disputed Amounts. Superion may not increase the fees and copyright of any country that is a member of the Berne charges payable under this Agreement, unless otherwise Convention as of the date of this Agreement, or(iii) any trade stated in this Agreement or in the Order. Except as provided secret or other proprietary right of any Person (collectively, "IP in Section 4.2(c),all fees and other amounts paid by Customer Rights"). Superion shall have no obligation under this under this Agreement are non-refundable. Section 4.2 unless Customer promptly gives notice to Superion within ten (10) days after the date Customer first 7 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AEgC-B7710E41164B receives notice of the applicable infringement claim (provided Hardware or Third-Party Services, and Third-Party Software that later notice shall relieve Superion of its liability and or Open Source Software(except as set forth in Sections 4.10 obligations under this Section 4.2 only to the extent that and 4.12), any wrongful act or omission by Customer, its Superion is prejudiced by such later notice) and allows Affiliates or its customers or any breach of this Agreement by Superion to have sole control of the defense or settlement of Customer. the claim. Customer may monitor any such litigation or 4.5 Force Majeure. Neither party shall be liable for, nor proceeding at its expense, using counsel of its choosing. The shall either party be considered in breach of this Agreement remedies provided in this Section 4.2 are the sole remedies due to, any failure to perform its obligations under this for a claim of infringement or misappropriation hereunder. If any applicable infringement claim is initiated, or in Superion's Agreement(other than its payment obligations,which shall b suspended only for unable long as the force majeuret pa event sole opinion is likely to be initiated, Superion may at its option renders Customer unable by any means to transmit payments and expense: when due hereunder)as a result of a cause beyond its control, (a) modify or replace all or the allegedly infringing part of the including any act of God or a public enemy or terrorist, act of Solution so that it is no longer allegedly infringing, any military, civil or regulatory authority, change in any law or provided that the functionality does not change in any regulation, fire, flood, earthquake, storm or other like event, material adverse respect; or theft or criminal misconduct by unrelated third parties, disruption or outage of communications(including the Internet (b) procure for Customer the right to continue using the or other networked environment), power or other utility, allegedly infringing part of the Solution; or unavailability of supplies or any other cause, whether similar (c) remove all or the allegedly infringing part of the Solution, or dissimilar to any of the foregoing, which could not have and (i) if Customer has paid a one-time upfront initial been prevented by the non-performing party with reasonable license fee for the applicable Solution, refund to care. Customer the corresponding portion of the license fee 4.6 Disclaimer. EXCEPT AS STATED IN SECTIONS 4, paid by Customerto Superion forthe applicable Solution, 6.5 AND 9.5, THE SOLUTION, DOCUMENTATION AND less a reasonable rental charge equal to one-sixtieth SERVICES ARE PROVIDED "AS IS," AND ALL OTHER (1/60) of the initial license fee for each month of use REPRESENTATIONS, WARRANTIES, TERMS OR following the Order Execution Date, or(ii) if Customer is CONDITIONS, ORAL OR WRITTEN, EXPRESS OR paying for the use of the Solution on a recurring basis, IMPLIED, ARISING FROM COURSE OF DEALING, refund to Customer the corresponding portion of the COURSE OF PERFORMANCE, USAGE OF TRADE, unused recurring fee(s) paid by Customer to Superion QUALITY OF INFORMATION, QUIET ENJOYMENT OR with respect to the applicable Solution, and in each such OTHERWISE (INCLUDING IMPLIED WARRANTIES, case this Agreement shall terminate with respect to the TERMS OR CONDITIONS OF MERCHANTABILITY, Solution or part thereof removed. SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR 4.3 Harmful Code. Using a recent version of a reputable PURPOSE, TITLE, NON-INTERFERENCE, OR NON- virus-checking product(to the extent commercially available), INFRINGEMENT) ARE, TO THE FULLEST EXTENT Superion will check the Solution, as well as any systems used PERMITTED BY APPLICABLE LAW, EXCLUDED FROM to deliver the Solution, for any viruses, worms or similar THIS AGREEMENT. harmful code ("Harmful Code ) and will use commercially 4.7 Limitations Cap. EACH PARTY'S TOTAL LIABILITY reasonable efforts to eliminate any such Harmful Code that UNDER THIS AGREEMENT SHALL UNDER NO Superion discovers. CIRCUMSTANCES EXCEED THE LIABILITY CAP. 4.4 Exclusion for Unauthorized Actions. Superion is 4.8 Consequential Damage Exclusion. UNDER NO not liable under any provision of this Agreement for any CIRCUMSTANCES SHALL EITHER PARTY (OR ANY OF performance problem, claim of infringement or other matter to ITS AFFILIATES PROVIDING OR RECEIVING THE the extent attributable to any unauthorized or improper use or SOLUTION, SERVICES OR OTHER SOFTWARE UNDER modification of the Solution by or on behalf of Customer, any THIS AGREEMENT) BE LIABLE TO THE OTHER OR ANY unauthorized combination of the Solution with other software OTHER PERSON FOR LOSSES OR DAMAGES WHICH or services (other than as specified in the Specified FALL INTO ANY OF THE FOLLOWING CATEGORIES: (a) Configuration), any use of any version of the Solution other LOST REVENUES, (b) LOST PROFITS, (c) LOSS OF than the Supported Release, a failure to subscribe to support BUSINESS, (d) TRADING LOSSES, (e) INACCURATE services if then offered for the Solution, any Third-Party 8 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B DISTRIBUTIONS OR (f) ANY INCIDENTAL, INDIRECT, benefit of all indemnities and warranties granted to Superion EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE by the licensor(s) of the Third-Party Software, to the extent DAMAGES OF ANY KIND, INCLUDING ANY OF THE possible without additional cost to Superion, as and if FOREGOING LOSSES OR DAMAGES RESULTING FROM permitted by Superion's agreement with the licensor of the CUSTOMER'S USE OF THE SOLUTION OR SERVICES Third-Party Software, and to the extent such warranties and PROVIDED HEREUNDER, OR ARISING FROM ANY indemnities pertain to Customer's use of the Third-Party BREACH OF THIS AGREEMENT OR ANY TERMINATION Software hereunder. In the event of any defect in any Third- OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS Party Software (in the form delivered by Superion and when ASSERTED ON THE BASIS OF CONTRACT, TORT properly used for the purpose and in the manner specifically (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR authorized by this Agreement), Superion will use OTHERWISE AND WHETHER OR NOT FORESEEABLE, commercially reasonable efforts to replace or correct the EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OR Third-Party Software without charge. If Superion complies WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR with this provision, it shall face no further liability with respect DAMAGES. FOR PURPOSES OF CLARIFICATION, THE to any defect in any Third-Party Software. FOLLOWING SHALL BE DEEMED "DIRECT DAMAGES" Unless as otherwise provided in a specific Supplement to the AS BETWEEN CUSTOMER AND SUPERION FOR THE Order, or as provided in the licensor's terms and conditions, PURPOSES OF THIS AGREEMENT (i) ANY AND ALL Superion shall provide Level 1 support of the Third-Party DAMAGES, INCLUDING CONSEQUENTIAL AND SIMILAR Software. For purposes herein, Level 1 Support shall mean: DAMAGES, AWARDED TO A THIRD PARTY FOR WHICH INDEMNIFICATION IS PROVIDED BY A PARTY UNDER 1) Taking the first support call from Customer and SECTION 4.2; (ii)CUSTOMER'S OUT-OF-POCKET COSTS qualifying the call priority, or if an existing case, TO NOTIFY AFFECTED PERSONS AND/OR PAY FOR obtaining case information; CREDIT MONITORING SERVICES FOR SUCH PERSONS FOR A ONE-YEAR PERIOD INCURRED AS A RESULT OF 2) Gathering information about the case, defining and SUPERION'S BREACH OF SECTION 5. describing the problem, and determining if the Third Party Software is the cause of the problem. Analyze 4.9 Exceptions. THE LIMITATIONS AND problem symptoms, attempt to find root cause if EXCLUSIONS SET FORTH IN SECTIONS 4.7 AND 4.8 appropriate and document result of such attempts. SHALL NOT APPLY TO: (a) BREACHES OF THE SCOPE Determining if the problem is a known Third-Party OF USE; (b) FAILURE TO PAY FEES WHEN DUE; (c) Software problem by accessing third party online DAMAGES CAUSED BY EITHER PARTY'S FRAUD OR support resources; and WILLFUL MISCONDUCT; (d) A PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY DUE TO THAT PARTY'S 3) If it is determined to be a Third-Party Software NEGLIGENCE; OR (e) A PARTY'S LIABILITY FOR problem, contacting the Third-Party Software DAMAGES TO THE EXTENT THAT SUCH LIMITATION OR technical support. For new cases, opening a case EXCLUSION IS NOT PERMITTED BY APPLICABLE LAW. and selecting a priority. For existing cases, providing THE LIMITATIONS SET FORTH IN SECTION 4.7 DO NOT the case number and information gathered to the APPLY TO CLAIMS FOR WHICH INDEMNIFICATION IS Third-Party Software support engineer. PROVIDED BY A PARTY UNDER SECTION 4.2. 4.11 Third-Party Hardware and Third-Party Services. 4.10 Third-Party Software. To facilitate Customer's Customer is hereby advised that the third party, and not access and use of the Third-Party Software, the licensor(s)of Superion, assumes all responsibility for and liability in such Third-Party Software have agreed to allow Superion to connection with the Third-Party Hardware and Third-Party provide the Third-Party Software to Customer subject to the Services, and is solely responsible for delivering the Third- following additional conditions: (i) the Third-Party Software Party Hardware and Third-Party Services to Customer. shall be used only in conjunction with any permissible use of Superion is not authorized to make any representations or the Solution specifically authorized in this Agreement, and warranties that are binding upon the third party or to engage (ii) the Third-Party Software shall be used only in accordance in any other acts that are binding upon the third party, with licensor's terms and conditions and documentation for excepting specifically that Superion is authorized to represent the Third-Party Software which, unless otherwise included in the fees for the Third-Party Hardware or Third-Party Services a specific Supplement to the Order, shall be provided to as the same is provided for in the Order and to accept Customer with the receipt of such Third-Party Software. Payment of such amounts from Customer on behalf of the Superion shall use reasonable efforts to provide Customer the third party. 9 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B 4.12 Open Source Software Components. The Solution customers or any other Persons. Under no circumstances may be provided with or included Open Source Software, shall any Affiliate or customer of Customer or any other including that Open Source Software identified in the Person be considered a third-party beneficiary of this Documentation or on the support services website for the Agreement or otherwise entitled to any rights or remedies Solution. The Open Source Software is licensed under the under this Agreement (including any right to be consulted in terms of the open source license that accompanies or is made connection with any variation or rescission of the Agreement available with such Open Source Software, including via a agreed between Superion and Customer), even if such website designated by Superion. Nothing in this Agreement Affiliates, customers or other Persons are provided access to limits Customer's rights under, or grants Customer rights that the Solution or data maintained in the Solution via the Internet supersede,the terms and conditions of any applicable license or other networked environment. Except to the extent for such Open Source Software. Open Source Software shall specified in an Order, Superion shall not be deemed not be deemed to be part of the Solution under this Agreement Customer's official record keeper for regulatory or other and Superion shall have no liability relating to such Open purposes and shall have no obligation to retain any records or Source Software; provided, however, that Superion shall be data on Customer's behalf after termination or expiration of responsible for fixing Errors caused by the Open Source this Agreement. Software to the same extent as Superion's ongoing support s. Confidentiality, Security, Ownership and Use obligations as set forth in Section 8.5 and 9.3 of this Restrictions. Agreement. 4.13 Open Negotiation. Customer and Superion have 5.1 Confidentiality. The party receiving Confidential freely and openly negotiated this Agreement, including the Information ("Receiving Party") of the other ("Disclosing pricing,with the knowledge that the liability of the parties is to Party")shall not,and shall cause its Authorized Recipients not be limited in accordance with the provisions of this to, use Confidential Information for any purpose except as Agreement. necessary to implement, perform or enforce this Agreement. Receiving Party will use the same reasonable efforts to: (a) 4.14 Title and Risk of Loss. In no event will Superion be protect the Confidential Information of Disclosing Party as it deemed to have taken title or any similar right or interest in or uses to protect its own proprietary information and data. Prior of any Third-Party Software or Third-Party Hardware in the to disclosing the Confidential Information to its Authorized chain of distribution to Customer, and title, risk of loss, and/or Recipients, Receiving Party shall inform them of the such similar right or interest in or to the Third-Party Software confidential nature of the Confidential Information and require or Third-Party Hardware will be deemed to vest in Customer them to abide by the terms of this Agreement. Receiving Party either at the point of delivery to carrier for shipment or as will promptly notify Disclosing Party if Receiving Party otherwise provided for in the licensor's terms and conditions. discovers any improper use or disclosure of Confidential 4.15 Disclaimer. Except as may be provided in Section Information and will promptly commence all reasonable efforts 4.10 above, Customer agrees and understands that to investigate and correct the causes of such improper use or SUPERION MAKES NO WARRANTIES WHATSOEVER, disclosure. If Receiving Party believes the Confidential EXPRESSED OR IMPLIED, WITH REGARD TO THE Information must be disclosed under applicable law, THIRD-PARTY PRODUCTS. ALL WARRANTIES (IF ANY) Receiving Party may do so provided that, to the extent ARE PROVIDED TO CUSTOMER BY THE LICENSORS, permitted by law, the other party is given a reasonable MANUFACTURERS OR PROVIDERS OF SUCH THIRD- opportunity to contest such disclosure or obtain a protective PARTY PRODUCTS. SUPERION EXPLICITLY DISCLAIMS order. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS 5.2 Security. FOR A PARTICULAR PURPOSE. EXCEPT FOR ITS OBLIGATION TO REMIT PAYMENT RECEIVED FROM (a) Superion will implement commercially reasonable CUSTOMER TO THE THIRD PARTY PURSUANT TO THIS administrative, technical and physical safeguards AGREEMENT, SUPERION WILL HAVE NO LIABILITY designed to: (i) ensure the security and confidentiality of WHATSOEVER IN CONNECTION WITH THE THIRD- Customer Data; (ii) protect against any anticipated PARTY PRODUCTS. threats or hazards to the security or integrity of Customer Data; and (iii) protect against unauthorized access to or 4.16 Other Limitations. The warranties made by Superion use of Customer Data. Superion will review and test in this Agreement, and the obligations of Superion under this such safeguards on no less than an annual basis. Agreement, run only to Customer and not to its Affiliates, its 10 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B (b) If Customer makes the Solution or data maintained by relation to the personal data and personal information and the the Solution accessible through the Internet or other nature of the personal data and personal information being networked environment, Customer shall be solely protected. If necessary, the parties will cooperate to responsible for all aspects of Internet use, and shall document these measures taken. maintain, in connection with the operation or use of the 5.4 SG Solution Details. The SG Solution Details are Solution, adequate technical and procedural access trade secrets and proprietary property of Superion or its controls and system security requirements and devices, licensors, having great commercial value to Superion or its necessary for data privacy, confidentiality, integrity, licensors. Title to all SG Solution Details and all related authorization, authentication and non-repudiation and intellectual property and other ownership rights shall be and virus detection and eradication. remain exclusively with Superion or its licensors, even with (c) To the extent that Third-Party Users are permitted to respect to such items that were created by Superion have access to the Solution, Customer shall maintain specifically for or on behalf of Customer. Superion and its agreements with such Third Party Users that adequately Affiliates may freely use Feedback without attribution or the protect the confidentiality and intellectual property rights need for Superion, its Affiliates or any third party to pay of Superion in the Solution and Documentation, and Customer or any third party any royalties or other fees of any disclaim any liability or responsibility of Superion with kind. This Agreement is not an agreement of sale, and no respect to such Third Party Users. intellectual property or other ownership rights to any SG Solution Details are transferred to Customer by virtue of this 5.3 Personal Data. If Superion processes or otherwise Agreement. All copies of SG Solution Details in Customer's has access to any personal data or personal information on possession shall be deemed to be on loan to Customer during Customer's behalf when performing Superion's obligations the term of this Agreement. under this Agreement, then: (i) Customer shall be the data controller (where "data controller' means an entity which 5.5 Use Restrictions. Except to the extent specifically alone orjointly with others determines purposes for which and authorized by this Agreement, Customer shall not, shall not the manner in which any personal data are, or are to be, attempt to, and shall not permit any other Person under its processed) and Superion shall be a data processor (where reasonable control to: (a) use any SG Solution Detail for any "data processor" means an entity which processes the data purpose, at any location or in any manner not specifically only on behalf of the data controller and not for any purposes authorized by this Agreement; (b) make or retain any Copy of of its own); (ii) Customer shall ensure that it has obtained all any SG Solution Detail; (c)create or recreate the source code necessary consents and it is entitled to transfer the relevant for the Solution, or re-engineer, reverse engineer, decompile personal data or personal information to Superion so that or disassemble the Solution except to the extent specifically Superion may lawfully use, process and transfer the personal permitted by applicable law; (d) modify, adapt, translate or data and personal information in accordance with this create derivative works based upon the Solution or Agreement on Customer's behalf, which may include Documentation, or combine or merge any part of the Solution Superion processing and transferring the relevant personal or Documentation with or into any other software or data or personal information outside the country where documentation except to the extent specifically permitted by Customer and the Authorized Users are located in order for applicable law; (e) refer to, disclose or otherwise use any SG Superion to provide the Solution and perform its other Solution Detail as part of any effort either (i) to develop a obligations under this Agreement; and (iii) Superion shall program having any functional attributes, visual expressions process the personal data and personal information only in or other features similar to those of the Solution or (ii) to accordance with any lawful and reasonable instructions given compete with Superion; (0 remove, erase or tamper with any by Customer from time to time as set out in and in accordance copyright or other proprietary notice printed or stamped on, with the terms of this Agreement;and(iv)each party shall take affixed to, or encoded or recorded in any SG Solution Detail, appropriate technical and organizational measures against or fail to preserve all copyright and other proprietary notices unauthorized or unlawful processing of the personal data and in any Copy of any SG Solution Detail made by Customer; (g) personal information or its accidental loss, destruction or sell, market, license, sublicense, distribute or otherwise grant damage so that, having regard to the state of technological to any Person, including any outsourcer, vendor, sub- development and the cost of implementing any measures,the contractor, consultant or partner, any right to use any SG measures taken ensure a level of security appropriate to the Solution Detail or allow such other Person to use or have harm that might result from such unauthorized or unlawful access to any SG Solution Detail, whether on Customer's processing or accidental loss, destruction or damage in behalf or otherwise; or (h) use the Solution to conduct any type of application service provider, service bureau or time- II of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B sharing operation or to provide remote processing, network 6.5 Professional Services Warranty. Superion processing, network telecommunications or similar services to warrants to Customer that Professional Services will be any Person, whether on a fee basis or otherwise. performed in a good and workmanlike manner by qualified 5.6 Notice and Remedy of Breaches. Each party shall personnel, subject to Section 6.4. Superion shall have no promptly give notice to the other of any actual or suspected liability under this Section 6.5 unless, within thirty (30) days breach by it of any of the provisions of this Section 5, whether after the actual date of the particular Professional Services, or not intentional, and the breaching party shall, at its Superion receives notice from Customer describing the expense, take all steps reasonably requested by the other breach of this warranty, together with adequate supporting party to prevent or remedy the breach. documentation and data. Upon receipt of any such notice, Superion's only obligation under this Section 6.5 is to remedy 5.7 Enforcement. Each party acknowledges that any the breach and reperform the particular Professional Services breach of any of the provisions of this Section 5 may result in affected as soon as reasonably practical at no additional irreparable injury to the other for which money damages charge, would not adequately compensate. If there is a breach, then 6.6 Compliance with Customer Policies. While the injured party shall be entitled, in addition to all other rights Superion personnel are performing services at Customer's and remedies which it may have, to have a decree of specific site, Superion will ensure that such personnel comply with performance or an injunction issued by any competent court, Customer's reasonable security procedures and site policies requiring the breach to be cured or enjoining all Persons that are generally applicable to Customer's other suppliers involved from continuing the breach. providing similar services and that have been provided to 6. Professional Services. Superion in writing and in advance. Customer shall promptly 6.1 Professional Services. An Order may identify reimburse Superion for any out-of-pocket costs incurred in certain Professional Services. complying with such procedures and policies. 6.2 Professional Services Fees. Customer shall pay to 6.7 Contributed Material. In the process of Superion's Superion the professional services fees stated on the Order. performing Professional Services, Customer may, from time In each case where professional services fees are not to time, provide Superion with designs, plans, or specifications, improvements, works or other material for specified on the Order, then the fees for such services shall be based upon Superion's then standard professional inclusion in, or making modifications to, the Solution, the services fee rates. Documentation or any other deliverables ("Contributed Material"). Customer grants to Superion a nonexclusive, 6.3 Expense Reimbursements. Customer shall irrevocable, perpetual,transferable right,without the payment reimburse Superion for reasonable travel, living and other out- of any royalties or other compensation of any kind and without of-pocket expenses incurred by Superion personnel in the right of attribution, for Superion, Superion's Affiliates and connection with all services, including, but not limited to, Superion's licensees to make, use, sell and create derivative Professional Services and maintenance and support rendered works of the Contributed Material. by Superion. Reimbursable expenses shall be incurred by 7. Term and Termination. Superion personnel in accordance with Superion's then current per diem travel expense guidelines, a copy of which 7.1 Order Term. The Order may state an initial term for will be included in the Order. Superion shall invoice Customer the use of the Solution ("Initial Term")and may state renewal for reimbursement of these expenses on a monthly basis, as terms (each a "Renewal Term"). "Order Term" means the incurred. Initial Term together with any Renewal Terms. 6.4 Cooperation and Access to Facilities, Data and 7.2 Termination. Either party may terminate this Employees. To the extent reasonably necessary for Agreement by giving notice of termination to the other party if Superion to perform its obligations under this Agreement, the other party breaches any of its material obligations (other Customer shall provide to Superion access to Customer's than Customer's failure to pay Support Fees during a location site, equipment, data and employees, and shall Renewal Support Term) under this Agreement and does not otherwise cooperate with Superion in its performance cure the breach within thirty (30) days after receiving notice hereunder, all as reasonably necessary for Superion to describing the breach in reasonable detail. perform its obligations under this Agreement. 7.3 Effect of Termination. The provisions of Sections 3, 4, 5, 7.3 and 10 shall survive any termination of this 12 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B Agreement, whether under this Section 7 or otherwise. the disposition of any tapes, data, files and other property Customer shall be liable for all payments due to Superion for belonging to Customer and then in Superion's possession. To the period ending on the date of termination. Upon a the extent practicable and at Customer's expense after receipt termination of this Agreement,whether under this Section 7 or of such notice, Superion shall use commercially reasonable otherwise, or upon the expiration or termination of an Order efforts to comply with the notice, including converting the data Term, Customer shall: (i) discontinue all use of the affected on the Solution to machine-readable form. Superion may Solution and Documentation, (ii) promptly return to Superion retain such property until Superion receives all payments due all copies of the affected Solution and Documentation and any to Superion under that Order. If Customer fails to give that other affected SG Solution Details then in Customer's notice within thirty (30) days after such termination, then possession; and (iii) give notice to Superion certifying that all Superion may dispose of such property in a commercially copies of such items have been permanently deleted. reasonable manner. 8. Terms Applicable To SaaS,ASP and Hosting. The (c) In order to improve Superion's product and service following provisions in this Section 8 apply solely to Hosting offerings for its customers,Superion may maintain a database Services and to Orders for and ASP Solution or SaaS of information residing on the Solution. Superion and its Solution. affiliates may use and distribute such data in an aggregated 8.1 Saas, ASP and Hosting. Superion shall provide the and de-identified format, including as a part of the Hosting Services and/or access to the ASP Solution or SaaS development, distribution and licensing of any Superion solution, as described and for the term specified on the Order. product or service offering. 8.2 Passwords and Solution Access. If Superion 8.4 Regulatory Access. To the extent permitted by law, provides Customer or its Authorized Users with unique access each party will notify the other promptly of any formal request codes to access the Solution(each,a"Password"), Customer by an authorized governmental agency or regulator to shall hold any such Passwords in strict confidence and shall examine Customer Data or other records, if any, regarding not assign, share, misuse or abuse the Passwords or attempt Customer that are maintained in Superion facilities under this to render ineffective the password protection of the Solution. Agreement. Customer will reimburse Superion for the If Customer suspects or learns that a Password is being used reasonable out-of-pocket costs Superion incurs, and for time to gain unauthorized access to the Solution, Customer will spent, in making such Customer Data or other records, if any, immediately notify Superion so that it can change, or assist available for examination and audit by the governmental Customer in changing, the applicable Password. To the agency or regulatory authority that has jurisdiction over extent the Solution is within Superion's network, Superion Customer's business. may suspend access to the Solution without advance notice if 8.5 Support. Superion shall provide to Customer the Superion reasonably believes the Solution is being used or ongoing support services as described in the Order. accessed in an unauthorized, illegal or disruptive manner, 8.6 Data Backup and Disaster Recovery. If the provided that Superion will promptly notify Customer of any Solution maintains a database then, unless otherwise stated such event. on the Order: 8.3 Customer Data. (a) Superion shall provide an electronic backup of the (a) Customer shall supply, or cause to be supplied, all Customer Data accordance with the backup cycle Customer Supplied Data. Customer shall transmit the defined in the Order (and if no backup cycle is defined, Customer Supplied Data to Superion by communications link at reasonable intervals); and or in another manner described on the Order. As between Superion and Customer, Customer shall be responsible for (b) Superion shall maintain a disaster recovery plan which ensuring that the Customer Supplied Data is Accurate and includes a procedure for the restoration of Customer's complete. Customer represents and warrant to Superion that production environment a an alternate facility in the event of a disaster. Customer has the full legal right for Customer and Superion, Superion's disaster recovery plan its affiliates and agents to use the Customer Supplied Data for shall be tested at leastt once each calendar year. processing hereunder. 8.7 Interruption to Solution. From time to time, Superion (b)Within thirty(30)days after termination of Hosting Services shall be entitled (at its discretion, without incurring liability for or of an Order for an ASP Solution or SaaS Solution, so doing) to interrupt the Solution to: (i) perform repairs and Customer shall give Superion an instruction notice regarding other maintenance and install enhancements on Superion's equipment, software and/or other systems that are required 13 of31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B for the provision of the Solution, or(ii)make adjustments to its Solution. The date of such delivery shall be referred to as the infrastructure (including, for example, in relation to resources "Delivery Date." shared by its other customers)and thereby cause a disruption 9.3 Support. Beginning on the Order Execution Date and in the provision of the Solution. Except in the case of continuing for twelve (12) months thereafter ("Initial Support emergency repairs, maintenance or adjustments, Superion Term"), Superion shall provide the ongoing support services will (a) give Customer reasonable prior notice of the described in that Order. Support for the Initial Support Term interruption; (b) limit such interruptions to outside of are provided at no charge. Upon expiration of the Initial Superion's normal business hours; and (c) use commercially Support Term, the ongoing support services shall reasonable efforts to minimize the impact of the interruption. automatically renew for an additional Contract Year unless, at 8.8 Harmful Code. Using a recent version of a reputable least sixty (60) days prior to the expiration of the initial virus-checking product(to the extent commercially available), Contract Year, Customer notifies Superion in writing of Customer will check the Specified Configuration for Harmful Customer's intent not to renew for the second Contract Year. Code and ensure no Harmful Code is introduced by its end After the second Contract Year, the Support will automatically users or from its systems into any systems used in the be extended for consecutive Contract Years on a year-to-year Solution and will use commercially reasonable efforts to basis unless either party notifies the other in writing of its eliminate any such Harmful Code that either Customer or intent not to extend the support at least sixty (60) days prior Superion discovers. to the expiration of the then-current Contract Year. 8.9 Volume Increases. Customer shall give notice to However, upon termination Superion will discontinue Superion whenever Customer intends to materially increase providing all on-going support services, improvements and the volume of data to be processed on the Solution. Any such warranties. Superion shall have no liability with respect to increase that results in an increase beyond the Scope of Use Customer's use of the Products for which support services are requires an additional executed Order and the payment of terminated. additional fees. Support Fees for the second Support Term shall be as 9. Terms Applicable to Software Licenses. The provided in the Order Form. following provisions in this Section 9 apply solely to an Order On an annual basis, Superion may increase the Support Fees that provides the right for Customer to install the Solution at payable. the facility identified on the Order. 9.1 Grant. Except as otherwise provided in an Order, 9.4 Support Termination. Upon the effective date of Superion grants to Customer a non-transferable, non- termination of ongoing support services by either party or at exclusive,term license to use the Solution in accordance with any time when Customer has failed to pay Support Fees this Agreement and the Scope of Use. The Solution shall be ("Support Termination Date"): (i) Superion shall discontinue installed in object code form only at Customer's location(s) providing all ongoing support services, including Superion's listed on the Order ("Designated Location(s)"). Customer obligations under Section 9.3; (ii) any Superion warranties may, subject to Section 10.4, use or access the Solution at or under this Agreement shall cease to apply for the period after from Customer locations worldwide. Customer may change a the Support Termination Date; and (iii) Superion shall not be Designated Location by giving prompt notice thereof to liable for Customer's use of the Solution after the Support Superion. Customer may copy and use the Solution installed Termination Date except for Superion's indemnification at the Designated Location for inactive back-up and disaster obligations for any third-party claims covered by Section 4.2 recovery purposes. Customer may copy the Documentation that arose prior to the Support Termination Date (but only to to the extent reasonably necessary for use of the Solution the extent such claim would not have been remedied by a under this Agreement. Release made available by Superion after the Support Termination Date). 9.2 Initial Installation. Superion shall deliver to 9.5 Software Warranty. Superion warrants to Customer Customer the initial Copies of the Solution stated on the Order that for a period of twelve(12)months from the Delivery Date, by supplying such initial Copies(a)by physical shipment,such the Solution (as delivered to Customer by Superion and when as b a disc g other media, or(b) by electronic delivery, such properly used for the purpose and in the manner specifically as si posting it on n F.O.B. network for downloading. authorized by this Agreement), will perform as described in Physical shipment is on F.OB. terms, effective a shipping the Documentation in all material respects. Superion's sole point and electronic delivery is deemed effective at the time Superion provides Customer with access to download the 14 of31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B obligation and liability under this warranty is to comply with the io. Other Provisions. provisions of Section 9.3 of this Agreement. 1.0.1 Notices. All notices, consents and other 9.6 Remote Access of Installed Software. Provided communications under or regarding this Agreement shall be that Superion performs such services in accordance with the in writing and shall be deemed to have been received on the confidentiality provisions of this Agreement, Customer shall earlier of: (a)the date of actual receipt; (b)the third business permit Superion, at Superion's option, to remotely access the day after being mailed by first class, certified or air mail or(c) Solution installed at the Designated Location for the purpose the first business day after being sent by a reputable overnight of providing support services to Customer under Section 9.3 delivery service. Any notice may be given by facsimile, or and otherwise implementing the purposes of this Agreement. email if notice by one of the foregoing is provided promptly In remotely accessing such Solution, Superion will comply thereafter. Customer's address for notices is stated on the with Customer's reasonable security procedures and Order. Superion's address for notices is stated on the Order. company policies that have been provided to Superion in In the case of(i) any notice by Customer alleging a breach of writing. Customer shall promptly reimburse Superion for any this Agreement by Superion or (ii) a termination of this out-of-pocket costs incurred in complying with such Agreement. Either party may change its address for notices procedures and policies. by giving written notice of the new address to the other party. 9.7 Backup. Customer acknowledges that it is the best 10.2 Defined Terms. As used in this Agreement,the terms judge of the value and importance of the data held on below(and their plural forms) have the following meanings: Customer's systems and that Customer shall be solely responsible for maintaining secure and complete back-up (a) "affiliate" whether capitalized or not, means, with copies of all data that Customer processes using the Solution, respect to a specified Person, any Person which directly which data will be backed-up on not less than a daily basis or indirectly controls, is controlled by, or is under and which will be readily available on machines controlled by common control with the specified Person as of the date Customer to facilitate the prompt restoration of such data in of this Agreement, for as long as such relationship the event of any loss of or damage to it. Superion shall have remains in effect. no liability for any loss or damage caused by Customer's (b) "Authorized Recipient" means: (i) with respect to failure to maintain such backed-up copies. Customer, Customer, any Authorized User and any 9.8 Audit. At Superion's expense and upon written employee of a Customer contractor, provided that the request with reasonable notice, Customer will permit contractor is not a competitor of Superion; and (ii) with Superion, its personnel or its outside auditors to enter the respect to Superion, Superion, its foreign and domestic relevant Customer locations during normal business hours Affiliates and their respective contractors. and audit the number of copies of the Solution and (c) "Authorized User" means a Customer employee. Documentation in Customer's possession and information pertaining to Customer's compliance with this Agreement. (d) "Confidential Information" means all business or Such audits shall not occur more than once in any twelve(12) technical information disclosed by Disclosing Party to month period (unless Superion believes, in good faith, that Receiving Party in connection with this Agreement. there has been a breach of this Agreement by Customer)and Confidential Information includes without limitation: (i) shall be performed in a manner not to disrupt Customer's Customer Data and the details of Customer's computer business and operations and will respect the confidentiality of operations; and (ii)the SG Solution Details. Confidential Customer, its suppliers and customers. Customer will, in a Information does not include information that: (aa) prior timely manner, reasonably cooperate with the auditors and to the receipt thereof under this Agreement, had been provide the auditors all assistance as they may reasonably developed independently by Receiving Party, or was request in connection with the audit. Customer may require lawfully known to Receiving Party, or had been lawfully auditors acting on behalf of Superion to execute reasonable received by Receiving Party from other sources, confidentiality agreements and comply with Customer's provided such other source did not receive it due to a reasonable security requirements, but the requirement will not breach of an agreement with Disclosing Party, and apply to Superion's internal auditors otherwise bound by the Receiving Party knew of such breach or ought to have confidentiality conditions of this Agreement. reasonably known of such breach; (bb) is publicly known at or after the time either party first learns of such information, or generic information or knowledge which either party would have learned in the course of its work 15 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B in the trade, business or industry; or(cc) subsequent to executive orders administered by the Office of Foreign the receipt thereof underthis Agreement; (1)is published Asset Control of the U.S. Department of the Treasury. by Disclosing Party or is disclosed generally by Disclosing Party to others without restriction on its use (1) "Feedback" means any suggestions or and disclosure; or (2) has been lawfully obtained by recommendations for improvements or modifications to Receiving Party from other sources which Receiving the Solution made by or on behalf of Customer. Party reasonably believes lawfully came to possess it. (m) "including"whether capitalized or not, means including (e) "copy' whether capitalized or not, means any paper, but not limited to. disk, tape, film, memory device or other material or (n) "Liability Cap"means the greater of Fifty Thousand U.S. object on or in which any words, object code, source Dollars (US$50,000) or the amount identified on the code or other symbols are written, recorded or encoded, Order as the liability cap, provided however that, if no whether permanent or transitory. amount is identified on the Order then the liability cap (f) "Customer Data" means data stored in, or processed shall be Fifty Thousand U.S. Dollars (US$50,000). by, the Solution; provided that aggregated data that is (o) "Open Source Software" means computer software not personally identifiable data and not identifiable to made generally available at no charge by the copyright Customer shall not be deemed Customer Data nor holder under a license which provides the right to modify Customer's Confidential Information. and distribute the software to anyone for any purpose at (g) "Customer Supplied Data" means any information or no charge. data introduced into the Solution by or on behalf of (p) "person" whether capitalized or not, means any Customer. individual, sole proprietorship,joint venture, partnership, (h) "Disputed Amount" means a good faith dispute by corporation, company, firm, bank, association, Customer of certain amounts invoiced under this cooperative, trust, estate, government, governmental Agreement. An amount will only constitute a Disputed agency, regulatory authority or other entity of any nature. Amount if(i) Customer has given notice of the dispute to (q) "Professional Services" means installation, Superion promptly after receiving the invoice and (ii)the implementation, training or consulting services including notice explains Customer's position in reasonable detail. custom modification programming, support services A disputed will not exist as to an invoice in its entirety relating to custom modifications, on-site support merely because certain amounts on the invoice are services, assistance with data transfers, system restarts Disputed Amounts. and reinstallations provided by Superion under this (i) Documentation" means the standard user Agreement. documentation Superion provides for the Solution, as (r) "Release" means a modification or update to the such Documentation may be updated from time to time. Solution, which Superion, in its sole discretion, (j) "Error' means a failure of a Supported Release to incorporates into the Solution without requiring its then perform in all material respects in accordance with the existing client base to pay a separate fee (other than Documentation. support fees). (k) "Export Laws" means any laws, administrative (s) "Scope of Use" means the Designated Computer(s), regulations and executive orders of the U.S., the United Designated Location(s), License Term, Platform, Kingdom and any other jurisdiction where any SG Business Purpose, Number of Trades, Number of Work Solution Details will be located or from where any SG Stations, Number of Developers, Number of Users, Solution Details will be accessed under this Agreement Volume Limit, Number of Production Databases, relating to the control of imports and exports of Number of Production Servers, and/or other restrictions commodities and technical data, use or remote use of or parameters as are stated in Section 5.5 or on the software and related property or services, embargo of Order. Scope of Use shall not include the processing of goods or services or registration of this Agreement any Acquired Business. Customer shall use the Solution including the Export Administration Regulations of the in production to process Customer's business; provided U.S. Department of Commerce and the regulations and that all increases in the Scope of Use require the execution of an amendment amending the Scope of Use. 16 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B (t) "SG Solution Details" means any of the following: the beyond the Scope of Use. Any assignment by Customer Solution and Documentation, the object code and the in breach of this Section shall be void. Any express source code for the Solution, the visual expressions, assignment of this Agreement, any change in control of screen formats, report formats and other design features Customer(or its Affiliate in the case of an assignment to of the Solution, all ideas, methods, algorithms, formulae that Affiliate under this Section 10.3(b) and any and concepts used in developing and/or incorporated assignment by merger or otherwise by operation of law, into the Solution or Documentation, all future shall constitute an assignment of this Agreement by modifications, updates, Releases, improvements and Customer for purposes of this Section 0 ("Customer enhancements of the Solution or Documentation, all Assignment"). In the event of a Customer Assignment, derivative works (as such term is used in the U.S. or any acquisition of additional business by Customer, copyright laws) based upon any of the foregoing and all whether by asset acquisition, merger or otherwise by copies of the foregoing. operation of law (collectively with the Customer Assignment, "Customer Additional Business (u) "Supported Release"means, unless otherwise stated in Acquisition"), Customer shall give notice to Superion the Order, the latest Release of the Solution that is notifying Superion if Customer desires to use the generally available to Superion's client base. Solution to process any additional business related to (v) "Third-Party Product" means Third-Party Software, such Customer Additional Business Acquisition Third Party Hardware, Third-Party Data or Third-Party ('Acquired Business"). Services. 10.4 Export Laws. Customer acknowledges that the SG (w) "Third-Party Hardware" means that hardware specified Solution Details and the services provided by Superion as third party hardware on the Order. hereunder and this Agreement are subject to the Export Laws. Customer shall not violate the Export Laws or otherwise (x) "Third-Party Services" means those services specified export, re-export or use, directly or indirectly (including via as third party services on the Order. remote access), any part of the Solution, Confidential (y) "Third-Party Software"means the software specified as Information or services in a manner, or to or for any person or third-party software on the Order. entity, for which a license or other authorization is required under the Export Laws without first obtaining such license or (z) "Third-Party User" means any of Customer's authorization. customers, or their customers, to the extent such persons are provided access to the Solution or Third- 10.5 Relationship. The relationship between the parties Party Data hereunder. created by this Agreement is that of independent contractors 10.3 Parties in Interest. and not partners,joint venturers or agents. 10.6 Entire Understanding. This Agreement, which (a) This Agreement shall bind, benefit and be enforceable includes and incorporates the Order, and any other by and against Superion and Customer and, their schedules, exhibits and addenda hereto states the entire respective permitted successors and assigns. understanding between the parties with respect to its subject (b) Customer shall not assign this Agreement or any of its matter, and supersedes all prior proposals, marketing rights hereunder, nor delegate any of its obligations materials, negotiations, representations (whether negligently hereunder, without Superion's prior written consent, or innocently made), agreements and other written or oral except such consent shall not be required in the case of communications between the parties with respect to the an assignment of this Agreement (but not of any subject matter of this Agreement. In the event of a conflict individual rights or obligations hereunder) to (i) a between the provisions of the SST and an Order incorporating purchaser of or successor to substantially all of the SST, the terms of such Order shall prevail. Any written, Customer's business (unless such purchaser or printed or other materials which Superion provides to successor is a software, data processing or computer Customer that are not included in the Documentation are services vendor that is a competitor of Superion, its provided on an "as is" basis, without warranty, and solely as parent company or any of its Affiliates) or(ii) an Affiliate an accommodation to Customer. In entering into this of Customer, provided in the case of such an Agreement each party acknowledges and agrees that it has assignment, Customer guarantees the obligations of the not relied on any express or implied representation, warranty, assignee and the use of the Solution is not broadened collateral contract or other assurance (whether negligently or innocently made), except those expressly set out in this 17 of 31 DocuSign Envelope ID:2FCD133A-B9B14ABA-AE9C-B7710E41164B Agreement. Each party waives all rights and remedies which, replacement(s) for those Superion Personnel. Accordingly, if but for this Section 10.6, might otherwise be available to it in Customer, directly or through one or more subsidiaries or respect of any such representation (whether negligently or other controlled entities, hires any Superion Personnel at any innocently made), warranty, collateral contract or other time when such Superion Personnel is employed or engaged assurance. Nothing in this Agreement shall limit or exclude by Superion or during the six (6) months after such any liability for fraud or fraudulent misrepresentation. employment or engagement ends,then Customer shall pay to 10.7 Modification and Waiver. No modification of this Superion as liquidated damages (and not a penalty) an Agreement, and no waiver of any breach of this Agreement, amount equal to twelve (12) months of such Superion shall be effective unless in writing and signed by an authorized Personnel's salary and other compensation (including bonus representative of the party against whom enforcement is or commission payments) at the time of leaving his/her sought. This Agreement may not be modified or amended by employment or engagement with Superion. For purposes of electronic means without written agreement of the parties with this provision, "hire" means to employ as an employee or to respect to formats and protocols. No waiver of any breach of engage as an independent contractor, whether on a full-time, this Agreement,and no course of dealing between the parties, part-time or temporary basis. This provision will remain in shall be construed as a waiver of any subsequent breach of effect during the term of this Agreement and for a period of this Agreement. one (1) year after expiration or termination of this Agreement. lo.s Severability, Heading and Counterparts. A lo.10 Jurisdiction and Governing Law. This Agreement determination that any provision of this Agreement is invalid and any dispute or claim arising, directly or indirectly, out of or or unenforceable shall not affect the other provisions of this in connection with it or its subject matter or formation Agreement. Section headings are for convenience of (including non-contractual disputes or claims) is governed by, reference only and shall not affect the interpretation of this and shall be construed and enforced in accordance with, the Agreement. This Agreement may be executed in one or more laws of the State of Florida excluding choice of law. Each counterparts, each of which shall be deemed an original and party irrevocably (i) agrees that a County or Circuit Court in all of which together shall constitute one and the same the Eighteenth Judicial Circuit, in and for Seminole County, instrument. Florida, or the United States District for the Middle District of Florida, shall have exclusive jurisdiction to settle any dispute, io.9 Personnel. Customer acknowledges that: (a) controversy or claim arising, directly or indirectly, out of or in Superion expends substantial time and money, on an ongoing connection with this Agreement, or the breach, termination or basis, to recruit and train its programmers, trainers, data validity thereof(including non-contractual disputes or claims) processing, customer support and professional services team and that such court shall be the proper venue therefor; (ii) personnel ("Superion Personnel"); (b) Superion's business waives the right to trial by jury, (iii) consents to service of is highly competitive, is marketed throughout the United process by first class certified mail, return receipt requested, States, Europe and in many other locations worldwide, and postage prepaid, to the address at which the party is to requires long sales lead times often exceeding one (1) year; receive notice and (iv) agrees that the prevailing party shall and (c) if Customer were to hire Superion Personnel, then be entitled to recover its reasonable attorney's fees(including, Superion may suffer lost sales opportunities and would incur if applicable, charges for in-house counsel), court costs and substantial time and money in hiring and training other legal expenses from the other party. 18 of31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B ANNEX 1 -SPECIFIED CONFIGURATION Hardware. It is agreed by Customer and Superion that hardware, operating systems, and application software required to implement and operate the systems described in this agreement shall be provided by Superion and shall reside in a Superion data center with the following exceptions: DMS Server. In the event that the customer has licensed the DMS forms printing system, Customer is responsible for providing the hardware required for the DMS server. The DMS server shall be owned by the customer and shall reside at Customer's location for ease of management by Customer. Virtual Private Network(VPN)Concentrator.The VPN Concentrator includes a router, which will be provided by Superion to Customer. The router shall reside at Customer's location but is, and shall remain, the property of Superion. 19 of31 DocuSign Envelope ID:2FCD133A-B981-4ABA-AE9C-B7710E41164B ANNEX 2-SOLUTION AVAILABILITY AND SUPPORT 1. Superion's Responsibilities Superion undertakes all responsibilities as outlined under Parts 1 and 2 of this Annex 2. 2. Customer Responsibilities Superion will not be liable for a failure to perform its responsibilities under this Annex 2 to the extent such failure is directly caused by the Customer not complying with its obligations under this Agreement. A. Customer will designate named contacts for contacting support. These named contacts will have undertaken specific training under the supervision of Superion in order to log faults and interact with support services. B. Customer may be asked to perform problem determination activities as suggested by Superion. Problem determination activities may include capturing error messages, documenting steps taken and collecting configuration information. Customer may also be requested to perform resolution activities including modifying processes. Customer agrees to cooperate with such requests, if reasonable. C. Customer is responsible for the training and organization of its staff. D. Superion is not required to provide any services relating to problems arising out of any alterations of or additions to the Solution performed or authorized by parties other than Superion(including its contractors, or third parties under Superion's control). The Solution does not include development work on software not licensed from Superion or development work for enhancements or features that are outside the documented functionality of the Solution except such work described in Exhibit 1. Customer may request consulting and development work from Superion as a separate billable service. E. Customer will appoint a vendor liaison manager who will be Customer's primary contact with Superion on all commercial matters related to the Solution. 3. Disagreement procedure In case the parties are in disagreement as to whether Superion has fulfilled its obligations under this ASP Order the parties shall use all reasonable efforts to amicably settle such dispute within five (5) working days. If the disagreement remains following such five working day period, the parties shall escalate the problem to the following representatives for the respective company to resolve the dispute: Superion: Director of Operations (first level); VP of Services (escalation — 18t level); General Manager(escalation —2nd level) Customer: The disagreement procedure proposed herein shall not limit either party's right to bring a claim as provided for in the Agreement. Notwithstanding any dispute under this Annex 2, the parties have a duty to continue fulfilling all their other obligations under this Agreement. 20 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B PART 1 —SERVICE LEVEL COMMITMENT AND CLOUD PROCEDURES CLOUD SOLUTIONS Hosted Systems Standards Sheet Service Level Commitments and Cloud Procedures Service Level Commitments The following Service Level commitments apply to the Customer's production systems. This does not include testing or training systems. A. Availability Superion shall provide the Application Services in accordance with the following service level commitment provisions. 1. Overall System Availability 1.1 Target. In each Service Period, the target for availability of the Application Services is 99.9% ("Availability Target"). "Service Period" means 24 hours per day Monday through Sunday each calendar month that Customer receives the Application Services, excluding Sundays between the hours of 12:01AM and 12 noon Eastern Time for scheduled maintenance. During this time, Customers may experience intermittent interruptions. Superion will make commercially reasonable efforts to minimize the frequency and duration of these interruptions. Superion will notify the Customer if the entire maintenance window will be required. 1.2 Measurement. Service availability is measured as the total time that the Application Services are available during each Service Period for access by Customer("Service Availability"). Unless otherwise specified, the measurement period for Service Availability is each Service Period and Service Availability shall be calculated at the end of each Service Period. Service Availability measurement shall be applied to the production environment, and the points of measurement for all Application Services monitoring shall be the servers and the Internet connections at Superion's hosted environment. Superion has technology monitoring, measuring, and recording Service Availability. The Client, at their discretion, may also employ monitoring tools. Said additional reporting tool must be non-invasive and may not reside in total or in part on Superions systems. Additionally, the use of said to must be mutually agreed upon by Superion and the Client. The Client shall be wholly responsible for any and all costs associated including but not limited to licenses, installation on Client's systems, support, maintenance, and renewal costs. In the event service availability does not meet contracted service levels and a discrepancy exists between Superion's monitoring tools and the Client's, the Service Availability indicated by Superion's system shall apply for the purposes of this Appendix B Standards Sheet. 1.3 Calculation. Service Availability Targets are subject to change monthly due to the variance of the number of days in a month. The total number of minutes which the service was NOT available in a given month shall exclude those items listed in Section G. Service Availability for a given month shall be calculated using the following calculation: The total number of minutes which the service was NOT available in a given month shall be subtracted from the total number of minutes available in the given month. The resulting figure is divided by the total number of minutes available in the given month. 21 of 31 Doou8ign Envelope ID:2FCD133A-o8o1-4AoA-AE9C's771Cs41164o 1.4 Remedy. If the Service Period target measurement, as calculated in 1.3, is not met with the result that the Customer's use of the Application Services is severely interrupted in a given month, then the Customer shall be entitled to a credit calculated aofollows: Less than 99.9% but greater than or equal 5% Less than 99.0% but greater than or equa 10% to 95% K during the term of this Agrmamerd. Supmhnn fails to n`mmt the service |avm| commitment targets specified above, the Customer's sole and exclusive remedy in relation to such failure shall be the applicable credits specified. In no event shall Superion be obliged to provide any refund in relation to any credit, but rather the credit shall be applied to the next following invoice due to the Customer. Guperionvvi|| utilize monitoring software ho track and report actual service availability in the relevant service period. If the actual service availability during the relevant service period does not achieve the Availability Target, Superion will apply a service credit per the specifications above. However, any credit entitlement that is not reported bySuparion must be requested hythe Customer within six (G) months of its occurrence or it shall no longer be available and the Customer will be deemed to have waived any rights in relation thereto and (for the avoidance of doubt) Superion's failure to meet the relevant service level commitment. In no event will credits due in any given month exceed twenty-five percent (25%) of that month's fees. Customer shall not be entitled to offset any monthly Application Services fee payments, nor withhold fee payments, on account of a pending credit. Customer shall not bm eligible for credits for any period vvhmrm Customer is more than thirty(30) days past due on their account.The amount of any unused credit shall be paid in cash to Customer upon termination of the Agreement. Superion will provide reporting, as provided in Section G, showing performance and monthly service levels. B. Server Performance Superion shall provide sufficient server capacity for the duration of this hosting Agreement to meet the reasonable performance requirements for the number of concurrent system users provided for in this hosting Agreement. Superion shall provide hardware resources sized for the number of users and software modules licensed in the hosting Agreement. If the Customer requests, at some later date, to add additional software modules, increase user licenses, increase storage requirement,and/or request additional environments,the hardware and software requirements of such additions will beevaluated. If additional resources are required to support such modifications, additional fees may apply. If the addition of users, unusually heavy use, or other factors require additional resources for support of the Customer (e.g., hardware, software, people, data communications link, etc.), Superion and the Customer will confer on the matter until m mutually agreeable solution ioidentified. Performance monitoring and tuning will be performed as necessary to maintain an average in-network interactive response time. "|n-nebmork'' isdmfinmdas any point between which the data packet enters the Supehonenvironment and subsequently departs the Superion environment. Any point of communications outside of the Superion protected network environment shall bm deemed oa"out'uf-netmmrk." 22ofJl DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B Superion is not responsible for Internet connectivity and/or performance outside the internal Superion host site infrastructure. C. Server Performance Stress Test At the request of the Customer, Superion will coordinate a performance stress test with the Customer, at an agreed upon time,during implementation and upon request after go-live. Superion will work with the Customerto identify critical application screens to benchmark during the performance stress test and coordinate with the Customer to create an accurate test scenario with the Customer's End Users. Upon completion of the performance stress test, Superion and the Customer will mutually agree to the performance benchmarks for the identified critical screens taking into consideration Internet latency, End User workstations limitations, and the Customer's Local Area Network. D. Scheduled and Emergency Maintenance for Application Services Scheduled maintenance System maintenance Superion will provide all hosted systems and network maintenance as deemed appropriate and necessary by Superion. All maintenance will be completed outside of the Customer's standard business hours of operation, unless requested by Customer. Superion application maintenance and upgrades Software maintenance and upgrades will be performed outside of the Customer's standard business hours of operation,traditionally 8AM to 5PM Monday through Friday, unless requested by Customer. Software maintenance and upgrades will be scheduled in advance with the Customer's primary contact. Hardware maintenance and upgrades Hardware maintenance and upgrades will be performed outside of the Customer's standard business hours of operation, unless requested by Customer. The primary Customer contact will be notified, via the on-file e-mail address, prior to hardware upgrades being performed. Emergency maintenance Emergency situations will be handled on a case-by-case basis in such a manner as to cause the least possible disruption to overall system operations and availability without negatively affecting system stability and integrity. The primary Customer contact will be notified, when possible, via the on-file e-mail address, prior to emergency maintenance being performed. If no contact is made, emergency maintenance will move forward as deemed necessary by Superion management. E. Incident Response Incidents are defined as interruptions to existing service and can range in priority from urgent to low depending on the impact to the Customer. Incident priorities are defined as the following: d Urgent An Incident that (a) results in loss of Customer connectivity to all of the 1 Application Services or (b) results in loss, corruption or damage to Customer's Data. 23 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B Critical An Incident that has an adverse material impact on the performance of the 2 Application Services or materially restricts Customer's day-to-day operations. Non- An Incident that does not result in a failure of the Application Services but a 3 Critical fault exists in the Managed IT Services that restricts Customer's use of the Managed IT Services. 4 Minor An Incident that does not affect or which has minimal adverse impact on the use of the Application Services. Superion will make commercially reasonable efforts to respond to Application Services incidents for live production systems using the following guidelines: ON li Priority 1 (Urgent) Superion will respond within 1 hour of the issue being 95% reported. Priority 2(Critical) Superion will respond within 2 hours of the issue being 95% reported. Priority 3(Non- Superion will respond within 4 hours of the issue being 95% Critical) reported. Priority 4(Minor) Superion will respond within 24 hours of the issue being 95% reported. Measurement. Superion shall track and report on response and resolution time for application and hosting support issues identified by the Customer. F. Disaster Recovery. Superion provides Disaster Recovery (DR) services for the systems hosted in a Superion data center for our hosted clients. The costs for DR services are included in the monthly fees. Services cover the following scenarios: (a) Loss of client client data center. In the event the client's data center is inaccessible or rendered non-functional. Superion will provide the ability to connect to the appropriate Superion data center using software provided by Superion. This will provide the appropriate software to allow the client to connect to their systems from a remote site to previously identified critical. Functionality may be diminished due to lack of access to hardware and/or software located in the client's facilities. G. Reaortino Superion shall measure its performance against the performance metrics, as set forth herein, and shall provide a report of such performance on a monthly basis. Such report(s) shall be delivered via an agreed upon method and within ten (10) days following the end of the applicable monthly measurement period. Superion will schedule a performance review with the Customer upon request. H. Exceotlons. Notwithstanding anything herein, Superion shall not be responsible for failure to carry out any of its obligations under this Exhibit A and Exhibit C (including liability to apply any credit for any failure to meet a service level commitment target) if the failure is caused by: 24 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41154B (a) scheduled downtime in order to carry out maintenance or suspensions in the Application Services that Customer has been notified of in advance that occurs outside of Normal Business Hours, provided that, in event of any critical or urgent system issue, that does not reasonably permit advance notice to Customer. Superion shall provide notice as and when commercially reasonable with respect to such urgent issue,or as otherwise reasonably agreed between Customer and Superion. The system is reserved for maintenance on Sundays from 8am to 12 noon Eastern Time; (b) adverse impact due to the defectiveness of the Customer's environment, Customer's systems, or due to Customer corrupt, incomplete, or inaccurate data supplied to the Application Services; (c) adverse impact as a result of denial of reasonable access by Superion personnel to relevant portion of Customer's systems or premises that prevents Superion from addressing and provided that no other commercially reasonable method is available to attain such information; (d) adverse impact due to material changes made to the usage of the Application Services by Customer where Superion has not agreed to such changes in advance and in writing; (e) adverse impact due to the modification or alteration, in any way, by Customer or its subcontractors, of communications links necessary to the proper performance of the Application Services; (f) adverse impact due to a Documented Defect; (g) a force majeure event, or the negligence, intentional acts, or omissions of Customer or its agents. Cloud Procedures A. Incident Resolution Performance targets vary due to issue complexity and priority. For critical requests, Superion provides a continuous resolution effort until the issue is resolved. B. Service Reauests Service requests are new requests that will take less than 8 hours to accomplish. The Superion Cloud Solutions management team will perform the prioritization for these requests. There will be a targeted resolution goal of up to five (5) days, with extra time being allowed if equipment or software needs to be ordered or multiple products have to be analyzed. However, more complex requests may take longer to complete. Any new service requests requiring more than 8 hours to accomplish may constitute a project and must be scheduled. C. Non-Production Environments Superion will make commercially reasonable efforts to provide non-production environment during Customer business hours. For avoidance of doubt,the aforementioned non-production environment are not included under the SLA metrics period(s) hereunder. Scheduled Maintenance System maintenance Superion will provide all necessary hosted systems and network maintenance for non-production environments as deemed appropriate and necessary by Superion Cloud Solutions. All necessary maintenance will be scheduled with the Customer and may be completed during business hours. Superion application maintenance and upgrades Software maintenance and upgrades for non-production environments may be performed during the Customer's standard business hours. Software maintenance and upgrades will be scheduled in advance,with the Customer's primary contact. 25 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B Hardware maintenance and upgrades Hardware maintenance and upgrades for non-production environments may be performed during the Customer's standard business hours. The primary Customer contact will be notified, via the on-file e-mail address, prior to hardware upgrades being performed. Emergency maintenance Emergency situations will be handled on a case-by-case basis in such a manner as to cause the least possible disruption to overall system operations and availability without negatively affecting system stability and integrity. The primary Customer contact will be notified, when possible, via the on-file e-mail address, prior to emergency maintenance being performed. If no contact is made, emergency maintenance will move forward as deemed necessary by Superion Cloud Solutions management. Incidents and service requests. Non-production environment incidents will be considered priority 3 or priority 4 incidents as circumstances dictate and handled as such. Service requests will be prioritized and scheduled similar to production service requests. Non-Production environment refreshes Non-Production environment refreshes will be provided in accordance to the Customer's Superion Application Services Provider agreement, which indicates the number of refreshes provided in a calendar year. Upon written receipt of a Customer's refresh request, Superion will schedule and complete the refresh within 4 weeks of the request. 26 of 31 DocuSign Envelope ID:2FCD133A-BgB1-4ABA-AEgC-B7710E41164B I. Responsibility Summary Matrix Responsibility Summary Matrix Description Superion Customer Responsibility Responsibility ASP Server Hardware management X ASP Server Files stem management X ASP Server OS upgrades and maintenance X ASP Database product upgrades and maintenance X ASP 3rd Party product upgrades and maintenance X Application Update Installation Request to install application updates X Installation of application updates X ASP Backup Management X Data and or File restoration Request to restore data and or files X Restoration of data and or files X Network ASP Network up to and including the router at Superion's X location ASP Router at Customer's location X Customer's network up to the router at Customer's location X Customer Workstations X System Performance X X Add/Change users User add/change requests X User add/change implementation for System Access X User add/change implementation for Software Applications X Add/Change Printers Printer add/change requests X Printer add/change implementation on ASP network X Printer add/change implementation for Software Applications X Disaster Recovery X Password Management X X Application Management Application Configuration X Application Security Management X Accuracy and Control of Data X Securit Intrusion and Penetration Testing X 27 of 31 DocuSign Envelope ID:2FCD133A-B9BI-4ABA-AE9C-B7710E41164B PART 2—ERROR CORRECTION 1. Superion shall provide to Customer, during Superion's support hours as set forth in the Support Standards below("Support Hours"), telephone assistance regarding Customer's proper and authorized use of a new edition of a Solution (the "Release"), as applicable. 2. Superion shall provide to Customer, during the Support Hours, commercially reasonable efforts in solving errors reported by Customer in accordance with this Order. Customer shall provide to Superion reasonably detailed documentation and explanation, together with underlying data, to substantiate any error and to assist Superion in its efforts to diagnose, reproduce and correct the error. These support services shall be provided by Superion at Customer location(s)if and when Superion and Customer agree that on-site services are necessary to diagnose or resolve the problem. If a reported error did not, in fact, exist or was not attributable to a defect in the Solution or an act or omission of Superion, then Customer shall pay for Superion's investigation and related services at Superion's standard professional services rates. Customer must provide Superion with such facilities, equipment and support as are reasonably necessary for Superion to perform its obligations under this Order, including remote access to the Specified Configuration. 3. Customer shall promptly install and/or use any Release provided by Superion to avoid or mitigate a performance problem or infringement claim. All modifications,revisions and updates to the Solution shall be furnished by means of new Releases of the Solution and shall be accompanied by updates to the Documentation whenever Superion determines, in its sole discretion, that such updates are necessary. 28 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B Support Standards I. Support Hours: Hours During Which Superion's Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: Unless otherwise noted in the Order as to Support Type, support hours are Monday through Friday, 8:00 A.M.to 5:00 P.M. Customer's Local Time within the continental United States, excluding holidays ("5x9"). Il. Targeted Response Times. "Notification" means a communication to Superion's help desk by means of: (i) Superion's web helpline; (ii) the placement of a telephone call; or (iii) the sending of an e-mail, in each case, in accordance with Superion's then- current policies and procedures for submitting such communications. With respect to Superior's support obligations, Superion will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Solution identified in the Order in accordance with the following guidelines with the time period to be measured beginning with the first applicable Superion"Telephone Support" hour occurring after Superion's receipt of the Notification: Urgent A support issue shall be considered Urgent Superion has a Although resolution 1 when it produces a Total System Failure; stated goal to times vary meaning Superion's Solution is not performing respond within 60 depending on the a process that has caused a complete work minutes of the issue exact issue and stoppage. being reported and customer have a resolution environment, plan within 24 Superion has a hours. stated goal to Critical A support issue shall be considered Critical Superion has a resolve an urgent 2 when a critical failure in operations occurs; stated goal to issue within 24 meaning Superion's Solution is not performing respond within two hours or provide a a critical process and prevents the hours of the issue resolution plan with continuation of basic operations. Critical being reported. urgent issues within problems do not have a workaround. This 24 hours of the classification does not apply to intermittent issue being problems. reported. Non- A support issue shall be considered Non- Superion has a Critical Critical when a non-critical failure in stated goal to A resolution plan 3 operations occurs; meaning Superion's respond within four details the steps Solution is not performing non-critical hours of the issue necessary to processes, but the system is still usable for its being reported. understand and intended purpose or there is a workaround. possibly resolve the Minor A support issue will be considered Minor Superion has a issue. 4 when the issue causes minor disruptions in the stated goal to way tasks are performed, but does not affect respond within 24 workflow or operations. This may include hours of the issue cosmetic issues, general questions, and how being reported. to use certain features of the system. Measured from the moment a Case number is created. As used herein a "Case number" is created when a) Superion's support representative has been directly contacted by Customer either by phone, email,in person, or through Superion's online support portal, and b) when Superion's support representative assigns a case number and conveys 29 of 31 DocuSign Envelope ID:2FCD133A-BgB1-4ABA-AEgC-B7710E41164B that case number to the Customer. Customer must provide remote access to its facility using a Superion approved remote access client so that Superion can perform the support obligations and/or services under this Order, and will provide appropriate security access and accounts for Superion staff and each session participant. Customer must provide remote access to its facility using a Superion approved remote access client so that Superion can perform the support obligations and/or services under this Agreement;and will provide appropriate security access and accounts for Superion staff and each session participant. 30 of 31 DocuSign Envelope ID:2FCD133A-B9B1-4ABA-AE9C-B7710E41164B COGNOS THIRD PARTY PRODUCTS SUPPLEMENT 1. Additional Definitions. "Cognos Component Systems" means any of the software provided to Superion by Cognos Corporation ("Cognos")and identified under the name"Cognos" in Exhibit 1. 2. Ownership. Cognos owns the Cognos Component Systems. 3. Restrictions on Use of Cognos Component Systems. Customer's use of the Cognos Component System(s) is subject to the following additional terms and conditions: (a) Customer has the right to use the Cognos Component System(s) only in Object Code form, and only with the Superion Licensed Software. (b) Customer acknowledges that the Cognos Component System(s)are proprietary to Cognos and are supplied by Superion under license from Cognos. Title to the Cognos Component System(s) shall at all times remain vested in Cognos or its designated successor. Except for the right of use that is expressly provided to Customer under the Agreement, no right, title or interest in or to the Cognos Component System(s) is granted to Customer; (c) Customer agrees that Cognos shall not be liable for any damages, whether direct, indirect, incidental, special, or consequential, arising from the Customer's use of the Cognos Component System(s) or related materials; (d) Customer acknowledges and agrees that Cognos is a third party beneficiary of this Agreement; (e) Customer acknowledges and understands that the Cognos Component System(s) may only be used by the number of users for the specific functions for which the license has been granted, as otherwise specified in Exhibit 1; and (f) Customer acknowledges and understands that it is licensing the Cognos Component System(s)on a "restricted use" basis. "Restricted use" means the use of the Cognos Component System(s) only with the following Component Systems, to the extent licensed as set forth in Exhibit 1. Such restricted use shall include Customer's right to extract, analyze, and report data from disparate systems, provided that such data is extracted, analyzed and reported by the software applications system(s) set forth in Exhibit 1. (g) In lieu of the warranty provided in Section 7 of the Agreement, Customer shall be provided with the limited,thirty(30) day warranty from Cognos as set forth below. Cognos warrants to Customer that(a)for a period of thirty (30) days following the initial delivery/download/access of the Cognos Component System(s)to or by Customer,the Cognos Component System(s)will perform in accordance with its related documentation, and (b)the media on which the Cognos Component System(s) is provided, if applicable, is free from defects in materials and workmanship under normal use. Subject to applicable law, all other warranties, express or implied, or otherwise, are excluded. Customer's only remedy against Cognos if this warranty is breached will be, at the option of Cognos, (a) to repair or replace the Cognos Component System(s)or(b)to refund the amounts paid in respect of the defective Cognos Component System(s). This remedy is void if Customer misuses the Cognos Component System(s) contrary to its related documentation. 31 of 31 ACC® CERTIFICATE OF LIABILITY INSURANCE DATE(MM DD YYYY) �� 6/20/2018 4/19/2018 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 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 endorsement(s). PRODUCER Lockton Insurance Brokers,LLC CONTACT NAME: CA License#OF 15767 PHONE FAX Three Embarcadero Center,Suite 600 E-MAIL vc No San Francisco CA 94111 ADDRESS: (415)568-4000 "INSURERS AFFORDING COVERAGE NAICN INSURER A:National Fire Insurance Co of Hartford 20478 INSURED Su erion,LLC INSURER B:The Continental Insurance Company 35289 1428948 p 1000 BUSINESS CENTER DR. INSURER C:Columbia Casualty Company 31127 Lake Mary FL 32746 INSURER D: INSURER E: INSURER F: COVERAGES RAMHO01 CERTIFICATE NUMBER: 15304215 REVISION NUMBER: XXXXXXX 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 rypE OF INSURANCE ADDLISUBR POLICY EFF POLICY EXP LTR POLICY NUMBER MWDDNYYY) (MMIDDIYYYYI LIMITS COMMERCIAL GENERAL LIABILITY 000,000 p X Y N 6045933018 2/1/2017 6/20/2018 EACH OCCURRENCE $ 1 CLAIMS-MADE CoccuR PRESESaraX REMIeoane $ 11 0001 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 PRO ❑JECT LOC PRODUCTS-COMP/OP AGG $ 2000000 OTHER: $ D AUTOMOBILE LIABILITY Y Nr 6045933004 2/1/2017 6/20/2018 COMBINED SINGLE LIMIT $ Es accident 1,000,000 IANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Perawident) $ XXXXXXX AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOSONLY AUTOS ONLY PeraccidentCom .Ded S ,00 Coll.Ded.$1 00 I I S XXXXXXX B X UMBRELLA LIAB OCCUR N N 1041936145 2/1/2017 6/20/2018 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED I I RETENTIONS S XXXXXXX WORKERS COMPENSATION PER OTH- B AND EMPLOYERS'LU1BarrY Y 604533021(CA)) 2/1/2018 6/20/2018 X STATUTE ER B ANY PROPRIETORIPARTNER/EXECUTNE YIN NIA 6045933035(AOS) 2/1/2018 6/20l2018 E.L.EACH ACCIDENT $ 1,000,000 OFFICERlMEMBER EXCLUDED? (Mandatory in NH) / E.L.DISEASE-EA EMPLOYEEI$ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below V E.L.DISEASE-POLICY LIMIT $ 1,000,000 C professional Liability/E&O N N 596763134(E&O) 2/1/2018 6/20/220018 $5,000,000 per claim&aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER,APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S)REFERENCED. RE:The City of Palm Springs,its officials,employees and agents we an.A hional Insured with respect to liability arising out of the operations of the insured and to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. r of Subro anon applies per attached endorsement(s)or policy language.Insurance provided to Additional InSUicd(s)is Drimary and non-contributory as per the attached endorsements or po icy a ge.Notice of cancellation as per policy language or endorsement issued or approved by the insurance carrier. CERTIFICATE HOLDER CANCELLATION See Attachments 15304215 City of Palm Springs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3200 E.Tahquitz Canyon Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Palm Springs CA 92263 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPR E LO ©1988-2015 ACORD CORPORATIM All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Attachment Code:D529485 Certificate ID: 15304215 CNA74872XX(1-15) Policy#: 6045933018 Effective: 2/1/2017 Insured Name: National Fire Insurance Co of Hartford CNA Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement,then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1.Additional Insureds 2.Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance 3.Bodily Injury—Expanded Definition 4.Broad Knowledge of Occurrence/Notice of Occurrence 5.Broad Named Insured 6.Estates,Legal Representatives and Spouses 7.Expected Or Intended Injury—Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10.Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability—Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15.Personal And Advertising Injury—Discrimination or Humiliation 16.Personal And Advertising Injury-Limited Contractual Liability 17.Property Damage-Elevators 18.Supplementary Payments 19.Property Damage—Patterns, Molds and Dies 20.Unintentional Failure To Disclose Hazards 21.Waiver of Subrogation—Blanket 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. Attachment Code:D529485 Certificate ID: 15304215 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 organizations 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 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 Attachment Code:D529485 Certificate ID: 15304215 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, hoist away 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 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 Attachment Code:D529485 Certificate ID: 15304215 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; Attachment Code:D529485 Certificate ID: 15304215 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 I 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, Attachment Code:D529485 Certificate ID: 15304215 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 The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However,the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a)any partnership or joint venture; or (b)any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES/ PARTNERSHIP/ LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50%of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or Attachment Code:D529485 Certificate ID: 15304215 B. having the right, pursuant to a written trust agreement,to protect, control the use of, encumber or transfer or sell property held by a trust. 4.With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names(dba)as any Named Insuredshould choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse,where such claim seeks damages from marital community property,jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured.This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability,the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: Attachment Code: D529485 Certificate ID: 15304215 b.This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1)such bodily injury is caused by an occurrence that takes place in the coverage territory. (2)the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability,the paragraph entitled Exclusions is amended to: i.add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: Attachment Code:D529485 Certificate ID: 15304215 i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; I. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident.All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: •the Named Insured's employees are Insureds with respect to: Attachment Code:D529485 Certificate ID: 15304215 (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. •the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b.delete Subparagraphs(a), (b), (c) and (d)of Paragraph 2.a.(1)of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D.The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Otherinsurance b. Excess Insurance (1)To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10.JOINT VENTURES/ PARTNERSHIP/LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: •the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor •the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the Attachment Code: D529485 Certificate ID: 15304215 policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense,first occurred after such termination date; b.the bodily injury or property damage first occurred after such termination date; and c.there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company. 11. LEGAL LIABILITY—DAMAGE TO PREMISES A. Under COVERAGES, Coverage A—Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6)of the Damage to Property exclusion and replace it with the following: Paragraphs(1), (3)and (4)of this exclusion do not apply to property damage (other than damage by fire)to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A—Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c.through in.do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit)and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b.contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is$500,000. unless a different Damage to Premises Rented to You Limit is shown in the Declarations. Attachment Code:D529485 Certificate ID: 15304215 D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(11), and replace it with the following: (ii)That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E.This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit)and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C—Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1)$15,000 unless a different amount is shown here: @@@@@@@@@@@@@@; or (2)the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES,the Insuring Agreement of Coverage C—Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b)The expenses are incurred and reported to the Insurer within three years of the date of the accident; and This Paragraph B. does not apply to medical expenses incurred in the state of Missouri. 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A—Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1.the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2.the aircraft is rented with a trained, paid crew to the Named Insured; and 3.the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A—Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2)of the exclusion entitled Aircraft,Auto or Watercraft, and replace it with the following. Attachment Code: D529485 Certificate ID: 15304215 This exclusion does not apply to: (2)a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B—Personal and Advertising Injury Liability,the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a)the Named Insured; or (b)any executive officer, director, stockholder, partner, member or manager(if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. Attachment Code: D529495 Certificate ID: 15304215 The coverage provided by this PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1.ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY- LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B—Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1)that the Insured would have in the absence of the contract or agreement; or (2)assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d.The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the Attachment Code: D529485 Certificate ID: 15304215 interests of the indemnitee; 2.The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2)of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D.This PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A—Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs(3), (4) and (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE—ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance,whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18.SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the$250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of$250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE-PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A—Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs(3)and (4)of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss.A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE -PATTERNS MOLDS AND DIES coverage, Attachment Code: D529485 Certificate ID: 15304215 and this limit: 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. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails 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. CNA8370OXX(Ed. 10-15) CNA Policy#: 6045933004 EXTENDED COVERAGE—BA PLUS—FOR HIRED AND NON-OWNED AUTOS It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement,then that other endorsement controls with respect to such provision,and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS I.AMENDMENTS TO LIABILITY COVERAGE A.Who Is An Insured 1.Majority Owned Corporations 2.Newly Acquired Organizations 3.Additional Insureds Required By Written Contracts 4.Employee-Hired Autos B. Increased Loss of Earnings Allowance C.Fellow Employee Coverage 11.AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A.Increased Loss of Use Expense B.Broadened Electronic Equipment Coverage II.AMENDMENTS TO BUSINESS AUTO CONDITIONS A.Knowledge of Accident or Loss B.Knowledge of Documents C.Waiver of Subrogation D. Unintentional Failure To Disclose Hazards IV.AMENDMENTS TO DEFINITIONS A.Broadened Bodily Injury 1.AMENDMENTS TO LIABILITY COVERAGE A.Amendments to Who Is An Insured Under SECTION II—COVERED AUTOS LIABILITY COVERAGE,the paragraph entitled Who Is An Attachment Code:D529484 Certificate ID: 15304215 Insured is amended to add the following: 1.Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an"insured",but only if such entity is not an"insured"under any other liability"policy"that provides "auto"coverage. 2. Newly Acquired Organizations Any organization you newly acquire or form during the policy period,other than a limited liability company, partnership or joint venture,and in which you maintain majority ownership interest is an"insured",but only if such organization is not an"insured"under any other liability"policy"that provides"auto"coverage.The insurance afforded by this provision: a. Is effective on the date of acquisition or formation of the organization,and applies until: (1)The end of the policy period of this Coverage Form;or (2)The next anniversary of this Coverage Form's inception date, whichever is earlier;and b.Does not apply to"bodily injury" or"property damage"caused by an"accident"that occurred before you acquired or formed the organization. 3.Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an"insured",but only with respect to that person or organization's legal liability for acts or omissions of ✓ a person who qualifies as an"insured"for Liability Coverage under Section II—Who Is An Insured of this Coverage Form. 4.Employee-Hired Autos Any"employee" of yours is an"insured"while operating with your permission an"auto"hired or rented under a contract in that"employee's"name,while performing duties related to the conduct of your business. With respect to provisions A.1.and A.2.above,"policy"includes those policies that were in force on the inception date of this Coverage Form,but: i.Which are no longer in force;or ii.Whose limits have been exhausted. B. Increased Loss of Earnings Allowance Under SECTION II—COVERED AUTOS LIABILITY COVERAGE,the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph(4)to delete the$250 a day limit for loss of earnings and replace it with a$500 a day limit. C. Fellow Employee Coverage Under SECTION II—COVERED AUTOS LIABILITY COVERAGE,the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II.AMENDMENTS TO PHYSICAL DAMAGE COVERAGE Attachment Code:D529494 Certificate ID: 15304215 A.Increased Loss of Use Expense Under SECTION III—PHYSICAL DAMAGE COVERAGE,the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of$600,and replace it with a maximum of$800. B.Broadened Electronic Equipment Coverage Under SECTION III—PHYSICAL DAMAGE COVERAGE,the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d.in their entirety,and replace them with the following: 5.Exclusions 4.c.and 4.d.above do not apply to"loss"to any electronic equipment that at the time of"loss" is: a.Permanently installed in or upon a covered"auto",nor to such equipment's antennas or other accessories used with such equipment.A$100 deductible applies to this provision,and supersedes any otherwise applicable deductible;or b.Designed to be operated solely by use of the power from the"auto's"electrical system and is: (1)Removable from a housing unit which is permanently installed in or upon the covered"auto'; (2)An integral part of the same unit housing any electronic equipment described in paragraphs a.or b.(1)above;or (3)Necessary for the normal operation of the covered"auto"or the monitoring of the covered"auto's"operating system. III.AMENDMENTS TO BUSINESS AUTO CONDITIONS A.Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS,the Loss Condition entitled Duties In the Event of Accident,Claims, Suit,or Loss is amended to add the following subparagraph a.(4): (4)If your"employees"know of an"accident"or"loss",this will not mean that you have such knowledge until such "accident"or"loss"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 be your insurance manager. B.Knowledge of Documents Under BUSINESS AUTO CONDITIONS,the Loss Condition entitled Duties In the Event of Accident,Claims, Suit,or Loss is amended to add the following subparagraph b.(6): (6)If your"employees"know of documents concerning a claim or"suit",this will not mean that you have such knowledge until such documents are 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 be your insurance manager. C.Waiver of Subrogation Under BUSINESS AUTO CONDITIONS,the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: f We waive any right of recovery we may have,because of payments we make for injury or damage,against any ✓ person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. Attachment Code:D529484 Certificate ID: 15304215 You must agree to that requirement prior to an"accident"or D. Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS,the General Condition entitled Concealment,Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance,provided such failure or omission is not intentional. IV.AMENDMENTS TO DEFINITIONS A.Broadened Bodily Injury 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,mental anguish or mental injury sustained by that person which results as a consequence of the physical injury,sickness or disease. All other terms and conditions of the Policy remain unchanged. Attachment Code:D529484 Certificate ID: 15304215 Attachment Code: D529496 Certificate ID: 15304215 Policy No.: 6045933035 (ADS) WC 00 03 13 (04-1984) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. / Schedule J Name of Person or Organization: Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. 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. Form No: WC 00 03 13 (04-1984) Policy No: 6045933035 (AOS) Policy Effective date: 2/1/2018 Copyright 1983 National Council on Compensation Insurance. Attachment Code:D529483 Certificate ID: 15304215 G-19160-B (Ed. 11197) Policy No.: 604533021 (CA) CNA 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 -@@@@@@@@ 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%. CNA X Endorsement Effective Date: 04/04/2018 Insured Name: SUPERION, LLC 1000 BUSINESS CENTER DR LAKE MARY, FL 32746-5585 Policy Number: 6045933018 Policy Period: 02/01/2017— 06/20/2018 Producer's Information: LOCKTON COMPANIES LLC-PACIFIC SERIES Producer Code: 036683 STE 600 3 EMBARCADERO CTR SAN FRANCISCO, CA 94111 (415)568-4000 CNA Branch Number: 250 CNA Branch Name and Address: SAN FRANCISCO 555 MISSION ST. , STE 200 SAN FRANCISCO, CA 94105 (415) 932-7500 Thank you for choosing CNA! With your CNA Paramount package policy,you have insurance coverage tailored to meet the needs of your modern 4 business. The international network of insurance professionals and the financial strength of CNA, rated"A" by A.M. Best, provide the resources to help you manage the daily risks of your organization so that you may focus on what's most important to you. N O Claim Services—There When You Need Us 0 s Claims are reported through a single point of entry available 24/7, connecting you to the individuals and information to help you resume your business when you need it most. To report a claim, please call (877)CNA-ASAP,fax(800)953-7389, email lossreport@cnaasap.com, or visit www.cna.com/claim. Risk Control Services—Help Avoid A Claim Before It Occurs As a CNA policyholder, you have access to certified risk control professionals, risk mitigation programs and online resources to help identify and manage exposures that may disrupt your operation. We collaborate with business leaders to develop customized programs to assist you in safeguarding your assets and improving the bottom line. To learn how our award-winning Risk Control services can help your business, please call (866)262-0540, email us at riskcontrolwebinfo@cna.com or visit www.cna.com/riskcontrol. When it comes to providing the coverage, service and resources paramount to your business success ... we can show you more. INSURED Copyright CNA All Rights Reserved. CNA PARAMOUNT CNA Amendment of Forms and Endorsements Schedule Addition or Deletion of Endorsements bis understood and agreed onfollows: L ADDITION OF FORMS ORENDORSEMENTS The Forms and Endorsements Schedule is amended to add the following forms or endorsements effective as of the date set forth in such form nrendorsement ME 69 Amendment of Forms and Endorsements Schedule CNA62673XX 09-12 Addition or Deletion of Endorsements 70 Changes - Notice of Cancellation or Material CNA74702XX 01-15 Restriction Endorsement 71 Changes Notice of Cancellation or Material CNA74702XX 01-15 Restriction Endorsement It. DELETION OF FORMS ORENDORSEMENTS The Forms and Endorsements Schedule is amended to delete the following forms or endorsements effective as of the "deletion date"indicated below. The net premium change,if any,for the above endorsements in Sections 1.and Ill.is: Total change io 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. CnA62673Xx 09-I2 Po|i"yNo: 6045933018 Page lof l Endorsement No: 69 maTzOm&L FIRE INSURANCE OF BJQITFO8D Effective Date: 04/04/2018 Insured Name: GngERzON, LLC Copyright om^All Rights Reserved. CNA CNA PARAMOUNT Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY - NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice (other than for nonpayment of premium) : 120 Number of days notice for nonpayment of premium: 20 Name of person or organization to whom notice will be sent: CITY OF PALM SPRINGS Address: 3200 E TAHQUITZ CANYON WAY PALMS SPRINGS, CA 92263 TENT a s v 0 ro 0 0 0 CNA74702XX 01-15 Policy No: 6045933018 Page 1 of 2 Endorsement No: 70 Nat'l Fire Ins Cc of Hartford Effective Date: 04/04/2018 Insured Name: RAMUNDSEN HOLDINGS, LLC Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Changes - Notice of Cancellation or Material Restriction Endorsement If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. 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. M O N pT O 0 O O O O O O CNA74702XX 01-15 Policy No: 6045933018 Page 2 of 2 Endorsement No: 70 Nat'l Fire Ins Co of Hartford Effective Date: 04/04/2018 Insured Name: RAMUNDSEN HOLDINGS, LLC Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY—NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice(other than for nonpayment of premium): 120 Number of days notice for nonpayment of premium: 20 Name of person or organization to whom notice will be sent: CITY OF PALM SPRINGS Address: 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92263 If no entry appears above,the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or N organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. s 0 N O O O 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. CNA74702XX(1-15) Policy No: 6045933018 Page 1 of 1 Endorsement No: 71 Nat'l Fire Ins Cc of Hartford Effective Date: 04/04/2018 Insured Name: RAMUNDSEN HOLDINGS, LLC Copyright CNA All Rights Reserved. CNA -71 Cl" Paramount Excess a Umbrella Liabili Insured Name Producer Information SUPERION, LLC LOCKTON COMPANIES LLC-PACIFIC SERIES 1000 BUSINESS CENTER DR 3 EMBARCADERO CTR LAKE MARY, FL 32746-5585 STE 600 SAN FRANCISCO, CA 941 1 1-4003 Policy Number Producer Processing Code CUE 6045936145 250-036683 Policy Period CNA Branch 02/01/2017 to 06/20/2018 SAN FRANCISCO 555 Mission Street Suite 200 San Francisco, CA 94105 Claim Services To file a claim contact us at: Email: HPReports@CNA.com Fax#: 800-446-8632 Phone Number: 866-909-5343 Mailing Address: Middle Market CNA Claims Reporting P.O. Box 8317 Chicago, IL 60680-8317 Crisis Management Expenses • $300,000 Crisis Management Limit is first dollar, in addition to the policy limit, and is available for all covered expenses, with no sublimit for Public Relations expense The following are suggested Crisis Management firms: Website Contact www.ogiivypr.com Mike Hatcliffe Ogilvy Public Relations mike.hatcliffe@ogilvy.com Phone: (312) 397-6010 http://levick.com Eric A. Lundberg Levick elundberg@levick.com Phone: (202) 973-1352 http://fleishmanhillard.com Marianna Deal Fleishman-Hillard marianna.deal@fleishman.com Phone: (314) 982-9112 ®Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy Schedule __ _...___-- ____ __ __ ___ ------__ _._._._._ • OF • AND ENDORSEMENTS SCHEDULE ' ADDITION OWPELETON OF • r • It is understood and agreed as follows: I. ADDITION OF FORMS OR ENDORSEMENTS The Forms and Endorsements Schedule is amended to add the following forms or endorsements effective as of the date set forth in such form or endorsement. 18 AMENDMENT OF FORMS AND ENDORSEMENTS SCHEDULE CNA62673XX 09-2012 ADDITION OR DELETION OF ENDORSEMENTS 19 CHANGES - NOTICE OF CANCELLATION ENDORSEMENT CNA75525XX 03-2015 II. DELETION OF FORMS OR ENDORSEMENTS The Forms and Endorsements Schedule is amended to delete the following forms or endorsements effective as of the "deletion date" indicated below. The net premium change, if any, for the above endorsements in Sections I. and IL is: $0.00 Surcharge Taxes and Fees changes are (Please note that surcharges and fees are not applicable in New York State): Total change is: $0.00 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. Form No: CNA62673XX (09-2012) Policy No:CUE 6045936145 Endorsement Effective Date: 04/04/2018 Endorsement Expiration Date: Policy Effective Date: 02/O1/2017 j Endorsement No: 18; Page: 1 of 1 Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave,Chicago, IL 60604 ------.-.._..-.._.. _.._..._...---------.........—---.._._ ®Copyright CNA All Rights Reserved. CHA CNA Paramount Excess and Umbrella Liability l'€slicy Endorsement -------- —.___._. - ........................ ' CHANGES — NOTICEDIF CANCELLATIONENDORSEMENT This endorsement modifies insurance provided under the following: PARAMOUNT EXCESS AND UMBRELLA LIABILITY POLICY PARAMOUNT UMBRELLA LIABILITY POLICY PARAMOUNT EXCESS LIABILITY POLICY It is understood and agreed as follows: I. In the event of cancellation of this coverage during the policy period for a reason other than nonpayment of premium, the Insurer agrees to mail prior written notice of cancellation to: CITY OF NEW ROCHELLE '475 NORTH AVE 120 NEW ROCHELLE, NY 10801 USA VILLAGE OF KEY BISCAYNE 88 W MCINTYRE STREET 120 KEY BISCAYNE, FL 33149 USA CITY OF LODI 221 WEST PINE STREET 120 LODI, CA 95240 USA CITY OF LODI 221 WEST PINE STREET 120 LODI, CA 95240 USA FULTON COUNTY SCHOOL SYSTEM 6201 POWERS FERRY ROAD NW 120 ATLANTA, GA 30339 USA CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY 120 PALM SPRINGS, CA 92263 USA II. If this Endorsement is attached to the PARAMOUNT EXCESS LIABILITY POLICY, then the bolded term "policy period" is deleted in its entirety and replaced with the term "policy period". Form No: CNA75525XX (03-2015) Policy No:CUE 6045936145 Endorsement Effective Date: 04/0 412 0 1 8 Endorsement Expiration Date: Policy Effective Date: 02/01/2017 Endorsement No: 19; Page: 1 of 2 Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 .-._... ............__ ......._..._..._.. ... .._...... _..._..._..._ _..._.._..__._..._ Copyright CNA All Rights Reserved. CHA CNA Paramount Excess and Umbrella Liability Policy Endorsement 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. Form No: CNA75525XX (03-2015) Policy No:CUE 6045936145 Endorsement Effective Date: 04/04/2018 Endorsement Expiration Date: Policy Effective Date: 0 210 1/20 1 7 Endorsement No: 19; Page: 2 of 2 j Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 .. _..._..._........... ......................................................................................................................._.... ._...... _..._.._.._.. .._.._.. .._..._.. ._..._..._.__.. ..............I ®Copyright CNA All Rights Reserved. CNA ' WorkersQ�ompensation • Employers Insured Name Producer Information SUPERION, LLC LOCKTON COMPANIES LLC-PACIFIC SERIES 1000 BUSINESS CENTER DR 3 EMBARCADERO CTR LAKE MARY, FL 32746-5585 STE 600 SAN FRANCISCO, CA 94111-4003 i Policy Number Producer Processing Code ! WC 6 45933035 250-036683 Policy Period CNA Branch 02/01/2018 to 06/20/2018 SAN FRANCISCO j 555 Mission Street Suite 200 Endorsement San Francisco, CA 94105 Thank you for choosing CNA! With your Workers Compensation And Employers Liability Insurance policy, you have insurance coverage tailored to meet the needs of your business. The international network of insurance professionals and the financial strength of CNA, rated "A" by A.M. Best, provide the resources to help you manage the daily risks of your organization so that you may focus on what's most important to you. Claim Services The Workers' Compensation Claim Kit will help you and your employees take full advantage of CNA's comprehensive services. We work with you, your employees and medical providers to promote workplace safety; control risks; facilitate early return to work when medically appropriate; prevent fraud; and assist you in recognizing your opportunities and responsibilities in managing Workers' Compensation costs. Go to www.cna.com/claim to obtain information on • How to report a loss • How to find a network provider • PPO panel request If you have questions or need additional information, you can call CNA customer Service at (877) 574-0540, or send an email to fsrmail@cnacentral.com, or contact your independent CNA Insurance Agent. Risk Control Services To learn more about our award winning Risk Control Services and how to improve your bottom line, please email us at riskcontrolwebinfo@cna.com, call (866) 262-0540 or visit www.cna.com/riskcontrol and www.cna.com/returntowork. Copyright CNA All Rights Reserved. CMA . .. ... . . .... State Required Posting Notices If you are not the person directly responsible for having these Posting Notices displayed, please direct these notices to the appropriate person within your organization. Posting Notices are required to be displayed in accordance with specific requirements as stated in the notices. The applicable notice(s) and the quantity included are based on the number of physical addresses in each covered state provided by your independent CNA Insurance Agent. Copyright CNA All Rights Reserved, BHA Workers Compensation And Employers Liability Insurance Policy Declarations I' WORKERSi '. f • EMPLOYERS LIABILITY POLICYf f GENERAL ENDSEMENT :.,....-.._._...._.. ____ . ....._...__® f ._.._..._..._..._. ..._..._...__.__.. ........._ ..............................._..__....__....__......_,... .___. ... Policy Information Coverage Provided By Policy Number _. .... The Continental Insurance Company a Stock Insurance Company Policy Number: WC 6 45933035 333 S Wabash Ave Chicago, IL 60604 NCCI Carrier Code: 15113 i Item 1 Named'; n a ailing Address atiori SUPERION, LLC LOCKTON COMPANIES LLC-PACIFIC SERIES 1000 BUSINESS CENTER DR 3 EMBARCADERO CTR LAKE MARY, FL 32746-5585 STE 600 SAN FRANCISCO, CA 941 1 1-4003 i Type of Entity: Limited Liability Company Producer Processing Code: 250-036683 FEIN Number: 81-4692347 Item 2 Policy Period Al 02/01/2018 to 06/20/2018 at 12:01 a.m. Standard Time at the Named Insured's mailing address shown above. Endorsement Effective Date is: 04/04/2018 - - .,.. .... ...._.._..._........-..._ . . . ...._..-- _...--._._._...._.__ .,— _....... ........................................... ....... ....._......_..._ ._.... Chairman of the Board Secretary CNA83782XX (10-2015) Form No: P-39543-A (06-1987) Policy No:WC 6 45933035 i Endorsement Effective Date: 04/04/2018 Endorsement Expiration Date: Policy Effective Date: 0210112018 Endorsement No: 92; Page: 1 of 3 Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave,Chicago, IL 60604 Copyright CNA All Rights Reserved. CNA Workers Compensation And Employers Liability Insurance Policy Declarations ------------------------------------------------------------- ------------------------ ------1-11111111-------------I.-Ill-II-111-111-11,-11-1l.-II.- ...................................................................................... THE FOLLOWING ITEM(S) HAS/HAVE BEEN CHANGED Insured's Name ❑ Insured Legal Status FX F F1 Insured's Mailing Address ❑ Item 3.A. States ❑ Experience Modification FX Item 3.D. Endorsement Numbers ❑ Change in Workplace of Insured ❑ Item 4.*Class, Rate, Other Interim Adjustment of Premium F-1 Interstate/intrastate Risk ID Number ❑ Below are the details of the changes made to your policy: Endorsement Schedule ----------------------------------- - - - ---- ------ ------------------- The Endorsement Schedule is amended to add the following endorsement(s) and/or notice(s) to your policy. P-39543-A 12-1987 WORKERS COMPENSATION AND EMPLOYERS LIABILITY 92 POLICY INFORMATION PAGE - GENERAL ENDORSEMENT CNA87380XX 11-2016 NOTICE OF CANCELLATION OR MATERIAL CHANGE 93 ENDORSEMENT ....................................................................... ......................................................................................................... PLEASE READ THE ENCLOSED IMPORTANT NOTICES CONCERNING YOUR POLICY 'None .......................... ....................................... ------------------------------- Named Insured Schedule ---------------------------------------------------------------------------------------------- ........... ------------------------------------------- ---------------------- The Named Insured Schedule is amended to add the following to your policy. SUPERION, LLC Limited Liability 81-4692347 MN Unemployment Company Insurance (UI) Number 05144907 The Named Insured Schedule is amended to delete the following from your policy. SUPERION, LLC 'Limited Liability 81-4692347 MN Unemployment Company Insurance (UI) Number UNKNOWN CNA83782XX (10-2015) Form No: P-39543-A (06-1987) Policy No:WC 6 45933035 Endorsement Effective Date: 04104/2018 Endorsement Expiration Date: Policy Effective Date: 02/0112018 Endorsement No: 92; Page: 2 of 3 Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 .............. ------------------- ----------------------- ---------------------------------- ----------------------------------- Copyright CNA All Rights Reserved. �������� ��mm�������� ��� Employers Liability Insurance �������������� Policy Declarations 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 unthe Policy Effective Date ofsaid policy utthe hour stated in said po|ioy, unless another effective date (the Endorsement Effective Date) iu shown below, and expires concurrently with said policy unless another e i ti date i h below. �cxna_on_a_o-n��-om/n �eovv. cmA83782xx (10'2015) Endorsement Effective Date: 04/04/2018 Endorsement Expiration Date: Policy Effective Date: 02/01/2018 Endorsement No: 92; Page: 3 of 3 Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 m Copyright cmx All Rights Reserved. ������ ��� �� ��� �mm����mL���1� U�u�nue ������������ Policy Endorsement This endorsement modifies insurance provided under the WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY: In the event uf cancellation or material change that reduces or restricts coverage during the policy period, we agree tnsend prior written notice in the manner prescribed, tothe person or organization listed in the Schedule. SCHEDULE 1. Number of days advance notice: For nonpayment ofpremium� ' � / 20 For any other reason: � 120 2. Name and Address of Person or Organization: CITY OF PALM SPRINGS 3200ETAHOU|TZ CANYON WAY PALM SPRINGS, CAS2283 All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part ofand is for attachment tothe policy issued by the designated |nau,om' takes effect onthe Policy Effective Date of said policy atthe hour stated in said policy, unless another effective date (the Endorsement Effective Date) in shown below, and expires concurrently with said policy unless expiration d t i h b u-n - a � �� ovvn |below. CNA Technology Initiative Business Auto Endorsement Declaration POLICY NUMBER COVERAGE PROVIDED BY FROM - POLICY PERIOD - TO C 6045933004 The Continental Insurance Co. 02/01/2017 06/20/2018 333 S. WABASH CHICAGO, IL. 60604 INSURED NAME AND ADDRESS SUPERION, LLC 1000 BUSINESS CENTER DR LAKE MARY, FL 32746-5585 AGENCY NUMBER AGENCY NAME AND ADDRESS 036683 LOCKTON COMPANIES LLC-PACIFIC SERIES STE 600 3 EM13ARCADERO CTR SAN FRANCISCO, CA 94111 Phone Number: (415) 568-4000 BRANCH NUMBER BRANCH NAME AND ADDRESS 250 SAN FRANCISCO 555 MISSION ST. , STE 200 SAN FRANCISCO, CA 94105 Phone Number: (415) 932-7500 This endorsement changes your policy. Please read it carefully. This endorsement results in no change in premium. Audit Period is Not Auditable INSURED Page 1 of 2 .,.. �+� 'l �'s1'.d 'r�✓r"/r'r"�fr'/r '"`r�rrfr� �.. ..,. /",ram'"s"rir iyF�/r r rr,r,1 r :�' r POLICY NUMBER INSURED NAME AND ADDRESS C 6045933004 SUPERION, LLC 1000 BUSINESS CENTER DR LAKE MARY, FL 32746-5585 """ "� err��.,, �� ��� F� ' //r����'��'�,r� ��� , f����4%��� o�✓/ FORMS AND ENDORSEMENTS SCHEDULE The following forms have been added to this policy. FORM NUMBER FORM TITLE G560153 11/1991 ENDORSEMENT EFFECTIVE 04/04/2018 Countersignature Chairman of the Board - -- reta ry P-55748-B (Ed. 12/90) INSURED Page 2 of 2 �, „✓✓if il.,t.,,.,,,,,��ii /i„!, f.�;-, F a r„,;=/!,,,,,,,„i��r,r„ri r, „i,,,,:,;a,„ .•,, �'r�,,�aii,s/�. POLICY NUMBER INSURED NAME AND ADDRESS C 6045933004 SUPERION, LLC 1000 BUSINESS CENTER DR LAKE MARY, FL 32746-5585 `�fi�'x��� d,��.w.-, ,,..;r,.. ..;,/✓lry„ , r,.„.. .,,i,,,,i; L'i, t ', ,„ , '"., ,�;z�t:":�✓`, d , ,�,;,,,,' t ,:>,: .G;�'^i„�,,,.,7�'�/l ,/`� POLICY CHANGES ENDORSEMENT EFFECTIVE 04/04/2018 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. Notice of Cancellation or Material Change Designated Person or Organization. The following Name(s) has (have) been added to: Form #: CNA72315XX ✓/ Title: NOTICE OF CANCLN OR MTRL CHNG DESIGNTD PRSN OR ORG Number of days Notice: 120 Number of days for Non-payment of premium: 20 Number of days if the policy is cancelled for any other reason: 120 Name: CITY OF PALM SPRINGS Address: 3200 E TAHQUITZ CANYON WAY PALM SPRINGS, CA 92263 Chairman of the Boats reLary .� ( ary G-56015-B (ED. 11/91) CNA '1 Employers . , Insured Name Producer Information SUPERION, LLC LOCKTON COMPANIES LLC-PACIFIC SERIES 1000 BUSINESS CENTER DR 3 EMBARCADERO CTR LAKE MARY, FL 32746-5585 STE 600 SAN FRANCISCO, CA 941 1 1-4003 j Policy Number Producer Processing Code WC 6 45933021 250-036683 i Policy Period CNA Branch 02/01/2018 to 06/20/2018 SAN FRANCISCO 555 Mission Street j Suite 200 Endorsement San Francisco, CA 94105 Thank you for choosing CNA! With your Workers Compensation And Employers Liability Insurance policy, you have insurance coverage tailored to meet the needs of your business. The international network of insurance professionals and the financial strength of CNA, rated "A" by A.M. Best, provide the resources to help you manage the daily risks of your organization so that you may focus on what's most important to you. Claim Services The Workers' Compensation Claim Kit will help you and your employees take full advantage of CNA's comprehensive services. We work with you, your employees and medical providers to promote workplace safety; control risks; facilitate early return to work when medically appropriate; prevent fraud; and assist you in recognizing your opportunities and responsibilities in managing Workers' Compensation costs. Go to www.cna.com/claim to obtain information on • How to report a loss • How to find a network provider • PPO panel request If you have questions or need additional information, you can call CNA customer Service at (877) 574-0540, or send an email to fsrmail@cnacentral.com, or contact your independent CNA Insurance Agent. Risk Control Services To learn more about our award winning Risk Control Services and how to improve your bottom line, please email us at riskcontrolwebinfo@cna.com, call (866) 262-0540 or visit www.cna.com/riskcontrol and www.cna.com/returntowork. ®Copyright CNA All Rights Reserved. CNA State Required Posting Notices If you are not the person directly responsible for having these Posting Notices displayed, please direct these notices to the appropriate person within your organization. Posting Notices are required to be displayed in accordance with specific requirements as stated in the notices. The applicable notice(s) and the quantity included are based on the number of physical addresses in each covered state provided by your independent CNA Insurance Agent. .--_ ............. ........._..._..._........ .... ........ ......... ...... c Copyright CNA All Rights Reserved. CHA Workers Compensation And Employers Liability Insurance Policy Declarations ___-------- ___ ____ ____ __ ___ ___- _ __ INFORMATION PA E CHANGE ENDORSEMENTCALIFORNIA .................................... - -- .-.- -------------_---._. _----------- -----Policy Information Coverage Provided By Policy Number ---- -The Continental Insurance Company a Stock Insurance Company Policy Number: WC 6 45933021 333 S Wabash Ave Chicago, IL 60604 NCCI Carrier Code: 15113 Address----------------- SUPERION, LLC OCKTON COMPANIES LLC-PACIFIC SERIES E 1000 BUSINESS CENTER DR 3 EMBARCADERO CTR LAKE MARY, FL 32746-5585 STE 600 5AN FRANCISCO, CA 941 1 1-4003 i Type of Entity: Limited Liability Company Producer Processing Code: 250-036683 FEIN Number: 81-4692347 Intrastate ID No.: 043631060 THE FOLLOWING ITEM(S) HAS/HAVE BEEN CHANGED ❑ insured's Name ❑ Insured Legal Status ❑ Insured's Mailing Address ❑ Item 3.A. States ❑ Experience Modification Q Item 3.D. Endorsement Numbers ❑ Change in Workplace of Insured ❑ Item 4.*Class, Rate, Other ❑ Interstate/Intrastate Risk ID Number ❑ Interim Adjustment of Premium - ... _............................. _ ---------- _-. ..-.--... Account Number: 3032150810 Date of Issue: 04/05/2018 Policy Issuing Office: SAN FRANCISCO Below are the details of the changes made to your policy: Chairman of the Board Secretary _— � Form No: G-145650-A (11-2003) Policy No:WC 6 45933021 Endorsement Effective Date: 04104/2 0 1 8 Endorsement Expiration Date: Policy Effective Date:02/01/2018 Endorsement No: 21; Page: 1 of 2 Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 Copyright CNA All Rights Reserved. CHA Workers Compensation And Employers Liability Insurance Policy Declarations Endorsement The Endorsement Schedule is amended to add the following endorsement(s) and/or notice(s) to your policy. G-145650-A 11-2003 INFORMATION PAGE CHANGE ENDORSEMENT - 21 CALIFORNIA CNA87380XX 11-2016 NOTICE OF CANCELLATION OR MATERIAL CHANGE 22 ENDORSEMENT PLEASE READ THE ENCLOSED IMPORTANT NOTICES CONCERNING YOUR POLICY ;None 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. Form No: G-145650-A (11-2003) Policy No:WC 6 45933021 Endorsement Effective Date: 0 4104/20 1 8 Endorsement Expiration Date: Policy Effective Date: 02/01/2018 Endorsement No: 21; Page: 2 of 2 Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 ....... ........__....__.........................._ —... ..._..._..._..._... ___ _______ __ __ __ ___ __ __1 c Copyright CNA All Rights Reserved. �������� ��mm�������� �m»� ���� Insurance ������������ Policy Endorsement OR MATERIAL CHANGE ENDORSEMENT NOTICE OF CA!"LLATIOW This endorsement modifies insurance provided under the WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY: In the event ufcancellation or material change that reduces or restricts coverage during the policy period, we agree tosend prior written notice in the manner prescribed, tothe person ororganization listed in the Schedule. SCHEDULE 1. Number of days advance notice: For nonpayment ufpremium: 20 For any other reason: 120 . ^� � 2. Name and Address of Pmrmmm or Organization: CITY OF PALM SPRINGS 32OOETAHQiU|TZ CANYON WAY PALM SPRINGS, CA92253 All other terms and conditions of the policy remain unchanged. ------------ -----------------------------------------------------� Thiu endorsement, which forms o part ofand in for attachment tothe policy issued by the designated Insurers, takes effect onthe Policy Effective Date of said policy ut the hour stated in said policy, unless another effective date (the Endorsement Effective Date) in shown ba|uvv' and expires concurrently with said policy .unless�another ox�rat�ndatoi��un�vvn��do�vv�__-----------__________________—__________________________� SOFTWARE SunGard Pentamation Inc. Finance Computer Software AGREEMENT #A5208 BETWEEN MO 7785 12-14-05 SunGard Pentamation Inc. a Pennsylvania Corporation with Headquarters at: 3 West Broad Street, Suite 1 Bethlehem, PA 18018 Phone#: (610) 691-3616 Fax#: (610) 691-1031 ("SunGard") AND City of Palm Springs 3200 Tahquitz Canyon Way Palm Springs, CA 92263 Phone#: (760) 323-8229 Fax#: (760) 322-8320 ("Customer") By the signatures of their duly authorized representatives below, SunGard and Customer, intending to be legally bound, agree to all of the provisions of this Agreement and all Schedules,Appendices, Exhibits, and/or Addenda to this Agreement. [SunGard] AT T ST: [Customer] BY: PRINT NAME: Donald V.Appleton PRINT NAME:_( Vt� 6�r PRINT TITLE: President and C.O.O. PRINT TITLE: C311T>y J`VIAM.A, !F;'I DATE SIGNED: December 6, 2005 DATE SIGNED: /2 j Zj j Z0n5 APPROVED BY CITY COOUNCIL{ c- 09/05 - MA165 kJ/A OFMINAL MY) SUNGARD O AND/ORAGREEPu91IMT fill CONTENTS DEFINITION OF TERMS,................................. ................................. ......................................................... II SECTION 1 -LIMITED LICENSE................................................................................................................ 1 SECTION 2 - SOFTWARE INSTALLATION AND PROFESSIONAL SERVICES ........................................ 1 SECTION 3- EQUIPMENTAND EQUIPMENT INSTALLATION AND SUPPORT...................................... 2 SECTION 4-SUNGARD'S OTHER OBLIGATIONS................................................................................... 3 SECTION 5- CUSTOMER'S OTHER OBLIGATIONS................................................................................. 3 SECTION 6-PAYMENT SCHEDULE ......................................................................................................... 4 SECTION 7 -WARRANTIES AND LIMITATIONS........................................................................................ 6 SECTION 8 - CONFIDENTIALITY, OWNERSHIPAND RESTRICTIVE COVENANT................................. 8 SECTION 9-TERMINATION....................................................................................................................... 9 SECTION 10 -APPLICATION SOFTWARE MAINTENANCE AND SUPPORT.......................................... 11 SECTION 11 -OFF-SITE HARDWARE MAINTENANCE SERVICE........................................................... 13 SECTION 12- EXTENDED HARDWARE MAINTENANCE SERVICE.,...................................................... 14 SECTION 13- OPERATING SYSTEM OR UTILITY SOFTWARE TELEPHONE SUPPORT SERVICES.. 16 SECTION 14- CUSTOM PROGRAMMING SERVICES............................................................................ 17 SECTION 15 - OTHER PROVISIONS........................................................................................................ 18 APPENDIX 1 -LICENSED SOFTWARE,TRAINING AND SUPPORT APPENDIX 2-IMPLEMENTATION SERVICES APPENDIX 3-HARDWARE EQUIPMENT/SERVICES APPENDIX 4-MAXIMUM SUPPORT HOURS APPENDIX 5-PAYMENT SCHEDULE APPENDIX 6 - REGULATORY SOFTWARE APPENDIX 7 - SYSTEM ADMINISTRATOR JOB RESPONSIBILITIES APPENDIX 8 - GOVERNMENT RESOURCE SERIES (GRS) TO PLUS SERIES (PS) MIGRATION i i i DEFINITION OF TERMS As used in this Agreement, the following terms have the following meanings: 1. "Account" means a single and unique combination of database and Software. 2. "Affiliate,'whether capitalized or not, means,with respect to a specified Person, any Person which directly or indirectly controls, is controlled by, or is under common control with the specified person as of the date of this Agreement, for as long as such relationship remains in effect. 3. "Confidential Information" means all business information disclosed by one party to the other in connection with this Agreement unless it is or later becomes publicly available through no fault of the other party or it was or later is rightfully developed or obtained by the other party from independent sources free from any duty of confidentiality. Without limiting the generality of the foregoing, Confidential Information shall include Customer's data and shall include SunGard's Proprietary Items. Confidential Information shall include the terms of this Agreement, but not the fact that this Agreement has been signed, the identity of the parties hereto or the identity of the products licensed hereunder. 4. "Concurrent User ' means the highest total number of users making simultaneous use of the Software at any time during a calendar year period, whether use is via modem, direct connection, LAN connection, or intranet connection. 5. "Copy," whether capitalized or not, means any paper, disk, tape, film, memory device, or other material or object on or in which any words, object code, or other symbols are written, recorded or encoded, whether permanent or transitory. 6. "Documentation" means SunGard's standard user guides and manuals as delivered with the Software and Software Updates and on-line help, as updated and amended from time to time, provided by SunGard to assist Customer with the use of Software. 7. "Execution Date' means the latest date shown on the signature line of this Agreement. 8. "Export Laws" means all laws, administrative regulations, and executive orders of any Applicable Jurisdiction relating to the control of imports and exports of commodities and technical data, software and related property, use or remote use of software and related property, or registration of this Agreement, including the Export Administration Regulations of the U.S. Department of Commerce, and the International Traffic in Arms Regulations of the U.S. Department of State. "Applicable Jurisdiction" means the U.S., and any other jurisdiction where any Proprietary Items will be located or from where any Proprietary Items will be accessed under this Agreement. 9. "Good Faith Dispute" means a good faith dispute by Customer of certain amounts invoiced under this Agreement. A Good Faith Dispute will be deemed to exist only if (1) Customer has given written notice of the dispute to SunGard promptly after receiving the invoice and (2) the notice explains Customer's position in reasonable detail. A Good Faith Dispute will not exist as to an invoice in its entirety merely because certain amounts on the invoice have been disputed. 10. "Including"means including but not limited to. i 11. "Initial Installation or Initial Software Installation" means the first instance of Software installation or Software loading onto the computer system from which it will operate, 12. "Latest Software Update" means those Software Updates which SunGard has made generally available to its Customers within the preceding twelve months. 13. "New Product" means a set of functionality available to be licensed to Customer by SunGard which was not previously licensed to Customer either because the functionality was not available or Customer chose not to license it. 14. "Person," whether capitalized or not, means any individual, sole proprietorship, joint venture, partnership, corporation, company, firm, bank, association, cooperative, trust, estate, government, governmental agency, regulatory authority, or other entity of any nature. 15. 'Proprietary Items' means, collectively, the Software and Documentation, the object code and the source code for the Software, the visual expressions, screen formats, report formats and other design features of the Software, all ideas, methods, algorithms, formulae and concepts used in developing and/or incorporated into the Software or Documentation, all future modifications, revisions, updates, refinements, improvements and enhancements of the Software or Documentation, all derivative works (as such term is used in the U.S. copyright laws) based upon any of the foregoing, and all copies of the foregoing. 16, "Software' means SunGard's proprietary application software identified in Appendix 1 of this Agreement, known as PLUS SERIES. 17. "Software Update' means Software revisions and updates to the Software which SunGard, in its sole discretion, incorporates into the Software as a Software Update per Section 10—Application Software Maintenance and Support. iii i i �i 11 . LIMITED LICENSE 1.1. Grant. SunGard grants to Customer a personal, non-transferable, non-exclusive, perpetual, license to use, in accordance with this Agreement, the Software identified on Appendix 1 and its related Documentation as the Software and Documentation may be revised and updated in accordance with this Agreement. 1.2 Scope. In consideration of Customer's payment of the associated fees as set forth in Section 6, Customer may use the Software and Documentation only in the ordinary course of its business operations and for its own business purposes, subject to the use restrictions as set forth in Section 8.3. Access to and use of the Software by Customer shall be limited to the Number of Concurrent Users and/or other parameters as specified, stated on Appendix 1 (collectively, "Scope of Use"), subject to increase by amendment(s)to such parameters. Customer may copy and use the Software for inactive back-up and disaster recovery purposes. Customer may copy the Documentation to the extent reasonably necessary for use of the Software under this Agreement. SOFTWARE INSTALLATION AND PROFESSIONAL SERVICES 2.1. Initial Software Installation. SunGard shall deliver, F.O.B. SunGard's offices, to Customer the initial Copies of the Software and Documentation stated on Appendix 1. The date of such delivery shall be referred to as the "Delivery Date." SunGard, per installation services as set forth in Appendix 3, or Customer shall install the Software on or before 120 days following the execution date of this Agreement. 2.2 Professional Services. SunGard shall provide to Customer, Software training services for Customer personnel as set forth and for the charges listed on Appendix 1, the Implementation Services as set forth on Appendix 2, and the Software and Hardware installation and integration services as set forth on Appendix 3. In accordance with Section 2.3, SunGard shall provide to Customer additional Professional Services reasonably requested by Customer. 2.3 Additional Professional Services. At Customer's reasonable request and subject to the availability of SunGard's personnel, SunGard shall provide to Customer additional installation services, additional training, consulting services, custom modification programming, support services relating to custom modifications, assistance with data transfers, system restarts and reinstallations and other specialized support services. Such services will be offered at SunGard's then prevailing service rates. Custom programming services are provided in accordance with the terms and conditions as defined in Section 14. 2.4 SunGard may refer services under this Agreement to Pentasun Professional Services LLC. Pentasun contractors will adhere to the terms of this contract and to the same policies and standards as SunGard staff. Pentasun contractors will contact the Customer only after a referral from SunGard management. If services are provided by a Pentasun consultant, Customer organization will be invoiced for those services and any associated reimbursable expenses directly by Pentasun Customer Name: City of Palm Springs,CA 1 Contract#: 0/04-MA165 i EI. EQUIPMENT AND EQUIPMENT INSTALLATION AND SUPPORT 3.1 Equipment Prices. SunGard hereby agrees to sell to Customer and Customer agrees to purchase the equipment identified in Appendix 3 ("Equipment") for the prices as set forth on Appendix 3. 3.2 Equipment Installation Services 3.2.1 SunGard shall use its standard system assurance programs to individually test each unit of the Equipment according to the manufacturer's specifications, and when practical, integrate each unit for a total system test prior to shipment and installation at the Initial Installation Location. 3.2.2 If required and by mutual agreement and for the fees stated on Appendix 3, at least 25 days prior to installation of the Equipment, representatives from SunGard will visit the Customer's facilities on a mutually agreed date for the purpose of approving the locations for computer systems and principal components of the communications network and establishing plans for the installation of the Equipment and communications facilities. Travel costs associated with this visit are the responsibility of the Customer and will be billed as incurred. 3.2.3 SunGard or its designee shall perform the installation services, for the fees stated on Appendix 3, for the Equipment at the Initial Installation Location. Equipment installation shall be completed on a mutually agreed date, subject to the obligations of Customer to provide the operational environment for the equipment as provided below under "Customer Responsibilities" but no later than 10 days prior to the Scheduled Installation Date. 3.2.4 SunGard will provide the Customer with any manufacturer-provided reference documentation for operation of the Equipment by Customer's trained personnel. 3.3 Customer Responsibilities 3.3.1 The Customer acknowledges a need for and agrees to provide, at its cost, a suitable operating environment, appropriate power supplies and adequate workspace for the Equipment to be maintained in accordance with SunGard's recommendations. The Customer further acknowledges and agrees to provide access to Customer's hardware system(s) and/or operational system software where necessary for SunGard to provide its services hereunder. The Customer further acknowledges its responsibility to provide adequately trained personnel, adequate hardware and system software backups 3.3.2 The Customer is responsible for the cost of all cabling, phone equipment, services and facilities needed to attach servers, workstations, video terminals, terminal printers and the like to the Equipment. This includes installing the cables and the labor or installation fees associated with the preparation of terminal locations. 3.3.3 The Customer shall provide SunGard or its designee full and free access to the Equipment to provide the installation services. The Customer's personnel shall not attempt any repairs or adjustments to the Equipment at any time except under direction of SunGard or its designee. Customer Name: City of Palm Springs,CA 2 Contract#: 0104•MA165 II 3.3.4 The Customer shall pay all costs of transportation and in-transit insurance for the Equipment to its facilities and all other related costs that may include special rigging, storage, packaging and similar charges. SunGard shall not be responsible for any loss or damage to the Equipment caused by the fault or negligence of Customer or its agents or employees, by non-SunGard alterations or servicing, by common carriers,force majeure,fire or other casualty. 3.4 Warranty. SunGard warrants that the Equipment will be installed in good working order ready for use according to the manufacturer's published specifications. SunGard will assign to Customer all manufacturer's warranties related to the Equipment. SunGard makes no expressed or implied warranties with regard to the Equipment. ALL WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. 3.5 Other Terms Applicable to Equipment Sales 3.5.1 SunGard's installation personnel shall remain on Customer's site not more than one day in the event of Customer's failure to fulfill its site preparation obligations. Return trips, if necessary, shall be invoiced to Customer at SunGard's then prevailing service rates, plus expenses. 3.5.2 After installation services are completed, on-going maintenance and support services to the Equipment shall be provided as set forth in Sections 11, 12, and/or 13 and for the fees and type of service provided in Appendix 3. 4. SUNGARD'S OTHER OBLIGATIONS 4.1 Ongoing Maintenance and Support Services. Beginning on the Execution Date and in Conjunction with Sections 10, 11, 12, and/or 13, SunGard shall provide maintenance and support services to Customer throughout the Initial Maintenance and Support Term and, if Customer elects to renew maintenance and support services, the Renewal Maintenance and Support Term as defined in Sections 10, 11, 12, and/or 13, at the rates set forth in Appendix 1 and 3. 4.2 Optional Products. Beginning upon the Execution Date of this Agreement, SunGard shall offer to Customer the opportunity to license New Products at SunGard's then prevailing fees. 5. CUSTOMER'S OTHER OBLIGATIONS 5.1 Procurement of Hardware and Other Third Party Items. Customer shall be responsible, at its expense, for procuring and maintaining (through SunGard, if applicable) the computer hardware, systems software and other third party software, data feeds, telecommunications, networks, peripherals and other items and services (collectively referred to as "Third Party Products"). Customer shall contract for (through SunGard, if applicable) and maintain appropriate agreements for the use and maintenance of Third Party Products during the term of this Agreement. If Customer is authorized by SunGard to use the Software in an Internet environment, Customer shall be solely responsible for all aspects of Internet use, including any Third Party Products, and the installation and maintenance of its home page on the Internet. All required Third Party Products must be Customer Name: City of Palm Springs, CA 3 Contract#: 9104-MA165 installed (by SunGard, if applicable) and operational prior to the Scheduled Installation Date stated on Appendix 3. 5.2 Data Security. If the Software or data maintained by the Software is accessible through the Internet or other networked environment, Customer shall maintain, in connection with the Software, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication and non-repudiation and virus detection and eradication. To the extent that Customer's Affiliates or Customers have access to the Software through the Internet or other networked environment, Customer shall maintain agreements with such end-users that adequately protect the confidentiality and intellectual property rights of SunGard in the Software and Documentation, and disclaim any liability or responsibility of SunGard with respect to such end-users. 5.3 Access to Facilities and Employees. Customer shall provide to SunGard access to the Customer's facilities, equipment and employees, and shall otherwise cooperate with SunGard, as reasonably necessary for SunGard to perform its installation, training, support and other obligations under this Agreement. Customer shall devote all equipment, facilities, personnel and other resources reasonably necessary to (a) install the Software, (b) be trained in the use of the Software and (c) begin using the Software in production on a timely basis as contemplated by this Agreement. 5.4 Remote Access. Customer shall permit SunGard, at SunGard's option, to remotely access, per the method described in Section 10, the Software for the purpose of providing maintenance and support services to Customer under Section 4.1 and otherwise implementing the purposes of this Agreement. 5.5 Notices and Certifications. Customer shall give written notice to SunGard whenever Customer intends to increase the Scope of Use. Customer shall promptly complete and return to SunGard periodic certifications which SunGard, in its sole discretion, may from time to time send to Customer, certifying the then current Scope of Use of the Software and that Customer has complied and is then in compliance with the provisions of this Agreement. 5.6 Customer Operation of Software. Customer shall be exclusively responsible for the supervision, management, operation and control of its use of the Software, including but not limited to: (1) establishing adequate backup plans in the event of computer or Software malfunction or disaster, (2) implementing sufficient procedures and checkpoints to satisfy Customer's requirements for security and accuracy of input and output data as well as restart and recovery in the event of malfunction or disaster, (3) informed use of output data insofar as technical expertise or professional judgment is required, (4) security, maintenance and distribution of system passwords, and (5) other responsibilities as defined in Appendix 7. 6. PAYMENTS 6.1 License Fee. Customer shall pay to SunGard an initial license fee in the amount stated on Appendix 1, in accordance with the payment schedule stated on Appendix 5. The Initial License fee shall entitle Customer to maintenance and support services for the Initial Maintenance and Support Term as defined in Section 10. 6.2 Annual Maintenance and Support Fees. The annual maintenance and support service for Software and Third Party Software listed in Appendix 1 shall be automatically renewed Customer Name: City of Palm Springs,CA 4 Contract#: 9104-MA165 I i i i on each anniversary date of this Agreement unless Customer provides SunGard with ninety (90) days written notice prior to each annual anniversary date of its intent to terminate maintenance and support. Beginning on the first anniversary date of this Agreement, unless Customer has provided such notice then, Customer shall pay annual maintenance and support fees in the amount set forth on Appendix 1. SunGard reserves the right to increase such amounts in subsequent renewal terms by an amount not to exceed 10% per year, After the Renewal Maintenance and Support Term and in the event that SunGard desires to terminate maintenance and support services to Customer, SunGard shall provide Customer with one hundred eighty (180) days prior written notice of its intent to terminate. 6.3 Service Fees. Customer shall pay to SunGard the service fees stated on Appendix 1, Appendix 2 and Appendix 3 for all services specified in this Agreement. In the event that requested services are not specified in this Agreement, then the fees for such services shall be based upon SunGard's standard professional fee rates in effect at the time of the request. 6.4 Expense Reimbursements. Whenever any services are provided by SunGard at a Customer location or any other location requested by Customer other than one of SunGard's locations, Customer shall reimburse SunGard for reasonable travel, lodging, meal and related expenses incurred by SunGard personnel in providing such services. 6.5 Taxes. The fees and other amounts payable by Customer to SunGard under this Agreement do not include any taxes of any jurisdiction that may be assessed or imposed upon the copies of the Software and Documentation delivered to Customer, the license granted under this Agreement or the services provided under this Agreement, or otherwise assessed or imposed in connection with the transactions contemplated by this Agreement, including sales, use, excise, value added, personal property, export, import and withholding taxes, excluding only taxes based upon SunGard's net income. Customer shall directly pay any such taxes assessed against it, and Customer shall promptly reimburse SunGard for any such taxes payable or collectable by SunGard. If Customer has provided SunGard with proof of its tax exempt status, then, in the event that Customer's tax exempt status should become altered in any way throughout the term of this Agreement, Customer shall be obligated to notify SunGard immediately of any such modification of tax exempt status and Customer shall become liable for all taxes as set forth above. In the event Customer fails to notify SunGard of any such change, and penalties occur as a result of Customer's failure to notify SunGard in a timely manner, Customer shall be liable for payment of any penalties assessed against SunGard or Customer as a result thereof. 6.6 Payment Terms. Initial Software license fees and Third Party Product fees (if any) shall be invoiced by SunGard per the payment schedule in Appendix 6. Ongoing maintenance and support fees shall be invoiced by SunGard annually in advance and all other fees and all expense reimbursements shall be invoiced by SunGard as and when incurred. All invoices shall be sent to Customer's address for invoices as designated by Customer or, if not designated, then the address printed on this Agreement. Payments may be made by check to the SunGard address listed on the invoice. Customer's payments shall be past due thirty (30) days after receipt of invoice. Interest at the rate of eighteen percent (18%) per annum (or, if lower, the maximum rate permitted by applicable law) shall accrue on any amount not paid by Customer to SunGard when due under this Agreement, and shall be payable by Customer to SunGard on demand. Except as provided in Section 7.2.3, all fees and other amounts paid by Customer under this Agreement are non-refundable, including any fees paid for Third Party Products. Customer Name: City of Palm Springs,CA 5 Contract#: 9104-MA165 6.7 Currency. All dollar amounts referred to in this Agreement are in United States Dollars. 7. WARRANTIES AND LIMITATIONS 7.1 Performance. SunGard warrants to Customer that the Software, as and when delivered to Customer by SunGard and when properly used for the purpose and in the manner specifically authorized by this Agreement, will perform as described in the Documentation in all material respects. SunGard's only obligation under this warranty is to correct any failure to so perform in accordance with SunGard's obligations under the maintenance and support provisions of this Agreement. This warranty shall terminate one year after the Execution Date. 7.2 Right to License; No Infringement. SunGard warrants to Customer that it has the full legal right to grant to Customer the license granted under this Agreement, and that the Software and Documentation, as and when delivered to Customer by SunGard and when properly used for the purpose and in the manner specifically authorized by this Agreement, do not infringe upon any United States patent, copyright, trade secret or other proprietary right of any Person. SunGard shall defend and indemnify Customer against any third party claim to the extent attributable to a violation of the foregoing warranty. SunGard shall have no obligation under this Section 7.2 unless Customer promptly gives written notice to SunGard after any applicable infringement claim is initiated against Customer and allows SunGard to have sole control of the defense or settlement of the claim. The remedies provided in this Section 7.2 are the sole remedies for a breach of the warranty contained in this Section 7.2. If any applicable infringement claim is initiated, or in SunGard's sole opinion is likely to be initiated, then SunGard shall have the option, at its expense, to: 7.2.1 modify or replace all or the infringing part of the Software or Documentation so that it is no longer infringing, provided that the Software functionality does not change in any material adverse respect; or 7.2.2 procure for Customer the right to continue using the infringing part of the Software or Documentation; or 7.2.3 remove all or the infringing part of the Software or Documentation, and refund to Customer the corresponding portion of the initial license fee paid by Customer to SunGard under Section 6.1 with respect to the applicable Software, less a reasonable rental charge equal to one-sixtieth (1/60) of the initial license fee for each month of use, in which case the Agreement shall terminate with respect to the Software or part thereof removed. 7.3 Customer Material. Customer warrants to SunGard that Customer has the full legal right to grant to SunGard the right to use the designs, plans, specifications or other materials provided by or on behalf of Customer for inclusion in the Software or the Documentation ("Customer Material") and that the Customer Material does not infringe upon any United States patent, copyright, trade secret or other proprietary right of any Person. Customer shall indemnify and defend SunGard (and any SunGard Affiliates providing software or services under this Agreement) against any third party claim to the extent attributable to (a) a breach of the foregoing warranty or (b) an infringement of a United States patent, copyright, trade secret or other proprietary right of any Person arising from a modification of the Software or Documentation by Customer (or a third party permitted by Customer to make such modification). Customer Name: City of Palm Springs,CA 6 Contract#: 9/04-MA165 7.4 Exclusion for Unauthorized Actions and Results of Use. SunGard shall have no liability under any provision of this Agreement with respect to any performance problem, claim of infringement or other matter to the extent attributable to any unauthorized or improper use or modification of the Software, any unauthorized combination of the Software with other software, any use of any version of the Software other than the Latest Software Updates, any Third Party Product, any act or omission by Customer, its Affiliates or its customers, or any breach of this Agreement by Customer. Customer is solely responsible for the results obtained from the use of the Software. 7.5 Force Majeure. Except with respect to Customer's payment obligations hereunder, neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including the Internet or other networked environment), power or other utility, labor problem, unavailability of supplies or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by the non-performing party with reasonable care. 7.6 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 7.1 OF THIS AGREEMENT, THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS." WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, THE SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY OTHER MATTER PERTAINING TO THIS AGREEMENT AND EXCEPT AS EXPRESSLY STATED IN SECTION 7.1 OF THIS AGREEMENT, SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, OR NON-INFRINGEMENT. SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES, NOR SHALL SUNGARD HAVE ANY LIABILITY WITH RESPECT TO, ANY THIRD PARTY PRODUCTS OR SERVICES. 7.7 Limitations. EXCEPT FOR A THIRD PARTY CLAIM UNDER SECTION 7.2 OF THIS AGREEMENT, SUNGARD'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE INITIAL SUNGARD SOFTWARE LICENSE FEES ACTUALLY PAID BY CUSTOMER TO SUNGARD UNDER THIS AGREEMENT. 7.3 Consequential Damage Exclusion. UNDER NO CIRCUMSTANCES SHALL SUNGARD (OR ANY OF ITS AFFILIATES PROVIDING SOFTWARE OR SERVICES UNDER THIS AGREEMENT) BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING SUCH DAMAGES ARISING FROM ANY BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF SUNGARD HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. 7.9 Open Negotiation, CUSTOMER AND SUNGARD HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE Customer Name: City of Palm Springs,CA 7 Contract#: 9104-MA165 KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 7.10 Other Limitations. The warranties made by SunGard in this Agreement, and the obligations of SunGard under this Agreement, run only to Customer and not to its Affiliates, its customers or any other Persons. Under no circumstances shall any Affiliate or customer of Customer or any other Person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement, even if such Affiliates, customers or other Persons are provided access to the Software or data maintained in the Software via the Internet or other networked environment. Customer shall have no rights or remedies against SunGard except as specifically provided in this Agreement. No action or claim of any type relating to this Agreement may be brought or made by Customer more than one (1) year after Customer first has knowledge of the basis for the action or claim. 8. CONFIDENTIALITY, OWNERSHIP AND RESTRICTIVE COVENANT 8.1 Disclosure Restrictions. All Confidential Information of one party("Disclosing Party") in the possession of the other("Receiving Party"), whether or not authorized, shall be held in strict confidence, and the Receiving Party shall take all steps reasonably necessary to preserve the confidentiality thereof. The Disclosing Party's Confidential Information shall not be used or disclosed by the Receiving Party for any purpose except as necessary to implement or perform this Agreement, or except as required by law, provided that the other party is given a reasonable opportunity to obtain a protective order. The Receiving Party shall limit its use of and access to the Disclosing Party's Confidential Information to only those of its employees whose responsibilities require such use or access. The Receiving Party shall advise all such employees, before they receive access to or possession of any of the Disclosing Party's Confidential Information, of the confidential nature of the Confidential Information and require them to abide by the terms of this Agreement. The Receiving Party shall be liable for any breach of this Agreement by any of its employees or any other Person who obtains access to or possession of any of the Disclosing Party's Confidential Information from or through the Receiving Party. 8.2 SunGard's Proprietary Items, Ownership Rights. The Proprietary Items are trade secrets and proprietary property of SunGard, having great commercial value to SunGard. All Proprietary Items provided to Customer under this Agreement are being provided on a strictly confidential and limited use basis. Customer shall not, directly or indirectly, communicate, publish, display, loan, give or otherwise disclose any Proprietary Item to any Person, or permit any Person to have access to or possession of any Proprietary Item. Title to all Proprietary Items and all related patent, copyright, trademark, trade secret, intellectual property and other ownership rights shall be and remain exclusively with SunGard, even with respect to such items that were created by SunGard specifically for or on behalf of Customer. This Agreement is not an agreement of sale, and no title, patent, copyright, trademark, trade secret, intellectual property or other ownership rights to any Proprietary Items are transferred to Customer by virtue of this Agreement. All copies of Proprietary Items in Customer's possession shall remain the exclusive property of SunGard and shall be deemed to be on loan to Customer during the term of this Agreement. 8.3 Use Restrictions. Customer shall not do, attempt to do, nor permit any other Person to do, any of the following: Customer Name: City of Palm Springs,CA 8 Contract#: 9104-MA165 8.3.1 use any Proprietary Item for any purpose, at any location or in any manner not specifically authorized by this Agreement; or 8.3.2 make or retain any Copy of any Proprietary Item except as specifically authorized by this Agreement; or 8.3.3 create or recreate the source code for the Software, or re-engineer, reverse engineer, decompile or disassemble the Software; or 8.3.4 modify, adapt, translate or create derivative works based upon the Software or Documentation, or combine or merge any part of the Software or Documentation with or into any other software or documentation not as otherwise expressly provided by this Agreement; or 8.3.5 refer to or otherwise use any Proprietary Item as part of any effort either (1) to develop a program having any functional attributes, visual expressions or other features similar to those of the Software, or(it)to compete with SunGard;or 8.3.6 remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in any Proprietary Item,or fail to preserve all copyright and other proprietary notices in any Copy of any Proprietary Item made by Customer; or 8.3.7 sell, market, license, sublicense, distribute or otherwise grant to any Person, including any outsourcer, vendor, consultant or partner, any right to use any Proprietary Item,whether on Customer's behalf or otherwise; or 8.3.8 use the Software to conduct any type of service bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications or similar services to any Person, whether on a fee basis or otherwise, unless otherwise expressly provided in this Agreement. 8.4 Notice and Remedy of Breaches. Each party shall promptly give written notice to the other of any actual or suspected breach by it of any of the provisions of this Section 8, whether or not intentional, and the breaching party shall, at its expense, take all steps reasonably requested by the other party to prevent or remedy the breach. 8.5 Enforcement. Each party acknowledges that the restrictions in this Agreement are reasonable and necessary to protect the other's legitimate business interests. Each party acknowledges that any breach of any of the provisions of this Section 8 shall result in irreparable injury to the other for which money damages could not adequately compensate. If there is a breach, then the injured party shall be entitled, in addition to all other rights and remedies which it may have at law or in equity, to have a decree of specific performance or an injunction issued by any competent court, requiring the breach to be cured or enjoining all Persons involved from continuing the breach. The existence of any claim or cause of action that a party or any other Person may have against the other party shall not constitute a defense or bar to the enforcement of any of the provisions of this Section 8. 9. TERMINATION 9.1 Termination by Customer. Customer may immediately terminate this Agreement, by giving written notice of termination to SunGard, upon the occurrence of any of the following events: 9.1.1 SunGard breaches any of its material obligations under this Agreement and does not cure the breach within ninety (90) days (provided that the breach is Customer Name: City of Palm Springs,CA 9 Contract#: 9104-MA165 susceptible to cure) (or such other time period as may be reasonable under the circumstances) after Customer gives written notice to SunGard describing the breach in reasonable detail. 9.1.2 SunGard (or a surviving company in the event of a merger or sale of SunGard) dissolves or liquidates or otherwise discontinues all or a significant part of its business operations. Notwithstanding the foregoing, SunGard reserves the right to outsource professional services which will not be deemed grounds for Customer termination hereunder. 9.2 Termination by SunGard. SunGard may immediately terminate this Agreement, by giving written notice of termination to Customer, upon the occurrence of any of the following events: 9.2.1 Except for Customer's failure to pay any amount payable with respect to Ongoing Maintenance and Support fees, Customer fails to pay to SunGard, within ten (10) days after SunGard makes written demand therefor, any past-due amount payable under this Agreement (including interest thereon) that is not the subject of a Good Faith Dispute, or 9.2.2 Customer breaches any of its other material obligations under this Agreement and does not cure the breach within thirty (30) days (provided that the breach is susceptible to cure) (or such other time period as may be reasonable under the circumstances) after SunGard gives written notice to Customer describing the breach in reasonable detail, or 9.2.3 Customer dissolves or liquidates or otherwise discontinues all or a significant part of its business operations. 9.3 Expiration of Term. Unless otherwise stated on Appendix 1 of this Agreement, the Software specified on Appendix 1 shall have a perpetual term from the Delivery Date for such Software unless and until terminated in accordance with this Section 9. 9.4 Effect of Termination. 9.4.1 Upon the effective date of a termination of the maintenance and support services by SunGard or Customer, or at anytime when Customer has failed to pay the annual maintenance and support fees required pursuant to Section 6.2 ("Ongoing Maintenance and Support Termination Date'), (a) SunGard shall discontinue providing all ongoing maintenance and support services, including SunGard's obligation under Section 4.1, (b) any SunGard warranties and indemnities under this Agreement shall cease to apply for the period after the Ongoing Maintenance and Support Termination Date, and (c) SunGard shall have no liability with respect to Customer's use of the Software or Services after the Ongoing Maintenance and Support Termination Date. 9.4.2 Upon a termination or expiration of this Agreement, whether under this Section 9 or otherwise, Customer shall: (a) discontinue all use of all affected Software and Documentation, (b) promptly return to SunGard all copies of the affected Software and Documentation and any other affected Proprietary Items then in Customer's possession, and (c) give written notice to SunGard certifying that all copies of the affected Software and Documentation have been permanently deleted from its computers. Customer shall remain liable for all payments due to SunGard with respect to the period ending on the date of termination. The Customer Name: City of Palm Springs,CA 10 Contract#: 9104-MA165 provisions of Sections 6, 7 (except 7.1), 8 and 15 shall survive any termination of this Agreement, whether under this Section 9 or otherwise. 9.5 Certain Other Remedies for Nonpayment. If Customer fails to pay to SunGard, within ten (10) days after SunGard makes written demand therefor, any past-due amount payable under this Agreement(including interest thereon)that is not the subject of a Good Faith Dispute, in addition to all other rights and remedies which SunGard may have at law or in equity, SunGard may, in its sole discretion and without further notice to Customer, suspend performance of any or all of its obligations under this Agreement (including its ongoing maintenance and support services under Section 4.1 ) until all past due amounts are paid in full. 10.0 APPLICATION SOFTWARE MAINTENANCE AND SUPPORT 10.1 INITIAL MAINTENANCE AND SUPPORT TERM: For new applications licensed in this Agreement, the Initial Maintenance and Support Term shall be for a period of one year commencing upon execution of this Agreement. For all migrated applications (indicated by $0 license fees in Appendix 1) the initial maintenance term shall be one year following the commencement of training. 10.2 RENEWAL MAINTENANCE AND SUPPORT TERM: Upon conclusion of the Initial Maintenance and Support Term, SunGard shall continue to offer maintenance and support services to Customer, at the fees and for the terms specified in this Agreement, for one additional one-year period. Upon conclusion of the Renewal Maintenance and Support Term, SunGard may offer maintenance and support services to Customer on a year to year basis, provided that SunGard shall give Customer one hundred eighty (180) days written notice if SunGard intends to terminate maintenance and support services. 10.3 Services to be Provided 10.3.1 Provide standard product enhancements when and as the same are developed by SunGard; SunGard shall make available to Customer one copy of such product enhancements or corrected programs as soon as it is available. Customer shall be responsible for incorporating such enhancements in each copy of the applicable SunGard Software licensed by Customer. 10.3.2 Provide programming modifications and support for the regulatory software listed in Appendix 6. Modifications and updates will be provided and are limited to those which use data supported within the baseline application software and are required by regulatory changes. 10.3.3 Provide assistance to Customer in the use of the SunGard Application Software via telephone inquiries to SunGard's designated software support offices up to the maximum number of hours per application as listed in Appendix 4. Should the total number of Support hours be exceeded in any one year, additional Support Service may be provided at SunGard's then current hourly rates. Telephone support services are available weekdays, excluding holidays, during normal business hours. 10.3.4 Investigate errors in the intended capabilities of SunGard Application Software upon receipt of notification from Customer and provide Customer with an alternate procedure or programming modifications to correct errors. SunGard shall distribute to Customer one copy of such product enhancements or Customer Name: City of Palm Springs,CA 11 Contract#: 9104-MA165 corrected programs as soon as it is available. Customer shall be responsible for incorporating such enhancements in each copy of the applicable SunGard Software licensed by Customer. All of the above services will be provided by Internet or telephone communication contact between SunGard and Customer. Customer will be responsible for all data line telephone charges involved in providing Application Software Maintenance and Support and SunGard will invoice Customer at cost. 10.4 Customer Responsibilities 10.4.1 Internet access is required for delivery of SunGard's support services and will be the primary connectivity medium for all support activities. The Customer will be responsible to provide reliable access to each server via the Internet utilizing Microsoft VPN or CISCO VPN. For UNIX systems, Secure Shell access is also supported. At least one dedicated dial-up telephone line with a high speed (56K minimum) modem, capable of connection to each server, is strongly recommended as a backup means of communication in the event of Internet failure. A "superuser" system log-in account with privileges for SunGard's use in support of this Agreement is also required. 10.4.2 The Customer will be responsible to provide a CD, 4mm DAT, DLT or SDLT drive which will be used to install new software releases, updates, enhancements, etc. 10.4.3 Customer agrees that if the Customer has application software changes, screen changes or changes to SunGard Pentamation tables within the database made by non-SunGard employees, this may affect SunGard's ability to perform its obligations hereunder or may result in extra charges by SunGard. Services necessitated by problems caused by unauthorized Customer changes, acts of God, or Customer's improper use of the systems or equipment, or other causes beyond SunGard's control may result in extra charges by SunGard. Prohibited table changes include the addition of triggers—small programs in the database that run automatically when an INSERT, UPDATE, or DELETE statement is issued against the associated table and data element — to SunGard Pentamation data elements. 10.4.4 Customer will designate, by name, a limited number of individuals for the purpose of logging calls with Pentamation central support. Customer will appoint one of these individuals to serve as central liaison between Pentamation technicians and other named callers or Customer end users. 10.4.5 The Customer is obligated to fulfill the responsibilities of system administrator as defined in Appendix 7. This may be accomplished as part of the central liaison's job responsibilities or by contracting with SunGard for Remote System Administration Services. 10.4.6 Customer will be responsible for acquiring any necessary Microsoft Customer access licenses for its workstations used in conjunction with SunGard's application software products as listed in Appendix 1. Customer Name: City of Palm Springs,CA 12 Contract#: 9104-MA165 10.5 Exclusions System Requirements. SunGard solutions are designed to function at optimum levels when integrated with dedicated hardware resources. The addition of non-SunGard provided software may adversely affect the performance or functionality of the SunGard provided applications. Accordingly, SunGard will not be responsible for system malfunctions or loss of functionality caused by the addition of non-SunGard provided applications or utility software. Corrective measures for malfunctions caused by such additions will be at the option of SunGard and will be billable at SunGard's then-current hourly rate. The Application Software Maintenance and Support Fees do not cover: 1. Altered, damaged, or modified software; 2. Errors or problems in the software caused by negligence, abuse or misapplication of the software, by hardware malfunctions or by failure to adhere to the software utilization guidelines as specified in the SunGard-supplied User Documentation and/or as provided for during SunGard-supplied training; 3. Software errors arising from bugs, modifications, updates to the operating systems, database(s)or other software not furnished by SunGard; or 4. Software performance issues resulting from changes in the Customer's hardware or operating environment not supplied by or performed by SunGard. 11. OFF-SITE HARDWARE MAINTENANCE SERVICE 11.1 It is the Customer's responsibility to decide when the equipment needs service. Before requesting service, the Customer must perform problem determination procedures, which include running prescribed diagnostic software or procedures which will be supplied with the equipment and will be documented in the Operations Manual. Customer then calls SunGard for service and gives SunGard all information requested. If possible, remedial advice will be supplied over the phone (i.e., loose cable to be tightened, replace fuse)and Customer will administer remedial action. 112 In the event immediate remedial action cannot be taken via the phone, the following procedure will be followed: 11.2.1 SunGard will arrange for replacement equipment to be shipped via overnight package service. Replacement equipment will be new or reconditioned equipment. (A reconditioned machine is one which is in good working order, has been cleaned, lubricated, adjusted and tested, and which has had defective or excessively worn parts replaced with new or serviceable used parts.) 11.2.2 Customer will unpack the replacement equipment and replace the malfunctioning equipment with the replacement equipment. 11.2.3 Customer will run diagnostic software or procedures and report results by calling SunGard's Engineering Help Desk. 11.2.4 Customer will pack the malfunctioning equipment in the replacement equipment packing material and ship malfunctioning equipment back to SunGard's service center. Customer agrees to pay return shipping charges and incur the risk of Customer Name: City of Palm Springs,CA 13 Contract#: 9104-MA165 loss or damage in transit. Customer further agrees to pay shipping charges associated with shipment of the replacement unit. Such charges will be added to the next Customer invoice. At the Customer's option, the Customer may specify that SunGard utilize less costly shipping methods than the standard overnight option in non-emergency situations. 11.2.5 Malfunctioning equipment returned to SunGard, in the case of purchase or lease/purchase, will become the property of SunGard unless Customer elects repair, as outlined below. 11.2.6 Customer may elect to have the original equipment repaired and returned, in which case Customer pays additional freight charges associated with the return shipment to the Customer of the original malfunctioning equipment and return the replacement equipment at Customer's expense as described above, when the original replacement was made. 11.3 The Off-Site Maintenance Charges (OMC)do NOT cover: 11.3A Maintenance, repairs or replacement parts required due to loss or damage to the equipment caused by the fault or negligence of Customer, alterations or service performed by other than SunGard or its designee, or by acts of God. 11.3.2 Expendable items such as, but not limited to, ribbons, print elements, diskettes, CD's, removable disks, and tapes. 11.3.3 Labor, travel time and travel expense for any maintenance activities performed on the Customer's premises. 11.3.4 Labor, travel time and travel expense for services that are part of the Customer system administrator responsibilities (as defined in Appendix 7). 11.3.5 Maintenance repairs or replacement parts required for service on SunGard maintained equipment caused by environment, building power, or other Customer controlled factors. 11.3.6 Labor, travel time and travel expense for service on SunGard maintained equipment caused by environment, building power, or other Customer controlled factors. 11.4 Service provided by SunGard, caused by exclusions, will be added to the next Customer invoice at SunGard's then standard rates. 12. EXTENDED HARDWARE MAINTENANCE SERVICE 12.1 On-call remedial maintenance (maintenance performed by SunGard or its designee which is necessary due to equipment failure) between the hours of 8:00 a.m. and 5:00 p.m. local time, Monday through Friday, excluding holidays. For services performed outside these hours and items covered under Exclusions, the Customer shall pay the SunGard charges for travel time, labor time, plus travel expenses, at SunGard's then current rates. 12.2 Defined response to calls placed between 8:30 a.m. and 5:00 p.m. EST, Monday through Friday, excluding holidays, are determined by the Customer's proximity to a designated service location. Response time will be 4, 8 or 16 hours. Customers in close proximity to Customer Name: City of Palm Springs,CA 14 Contract#: 9104-MA165 a designated service location will receive 4-hour response to calls. Customers more distant from a designated service location will receive either 8 or 16 hour response to calls. Response time is relative to the time the call for service is received within the 8:30 a.m. to 5:00 p.m. EST call window. For example, a 4-hour response time for a call placed at 4:00 p.m. EST would guarantee response by 11:30 a.m. the next day. A 4-hour response time call placed at 4:00 p.m. PST (7:00 p.m. EST)would guarantee a response by 9:30 a.m. PST(12:30 p.m. EST)the next day. 12.3 Scheduled preventive maintenance (maintenance performed by SunGard or its designee, if required by the original equipment manufacturer, which is designed to keep the equipment in good operating condition), will be provided between the hours of 8:00 a.m. and 5:00 p.m. local time, Monday through Friday, excluding holidays. 12.4 Parts will be replaced when necessary at SunGard expense with new or parts of equal quality, on an exchange basis. 12.5 Labor and parts required to implement engineering changes considered essential by SunGard or its designee to this operation of the equipment or for safety reasons will be provided. 12.6 Selective Line Item Cancellation - SunGard agrees that, with respect to any computer hardware no longer in use, the Customer may withdraw such equipment from this Agreement (and receive an appropriate reduction in the maintenance fee) upon two (2) months prior written notice to SunGard. 12.7 The Extended Maintenance Charges (EMC) do NOT cover: 12.7.1 Maintenance, repairs or replacement parts required due to loss or damage to the equipment caused by the fault or negligence of Customer, alterations or service performed by other than SunGard or its designee, or by acts of God. 12.7.2 Expendable items such as, but not limited to, ribbons, print elements, diskettes, CD's, removable disks, and tapes. 12.7.3 Labor,travel time and travel expense for the installation of expendable items. 12.7.4 Labor, travel time and travel expense outside the hours provided for in this Extended Hardware Maintenance Service Agreement. 12.7.5 Labor, travel time, travel expense and shipping expenses, if applicable, for the moving of equipment from one location to another. 12.7.6 Labor, travel time and travel expense for repairs to equipment caused by movement of equipment by non-SunGard personnel. 12.7.7 Labor, travel time and travel expense for installation, repair or diagnosis of non- SunGard maintained equipment, such as, but not limited to, phone company equipment. 12.7.8 Labor, travel time and travel expense for service on SunGard maintained equipment caused by environment, building power, or other Customer controlled factors. 12.7.9 Labor, travel time and travel expense for software or operator type problems such as, but not limited to, recreating data packs. Customer Name: City of Palm Springs,CA 15 Contract#: 9104-MA165 12.7.10 Labor, travel time and travel expense for services that are part of the Customer system administrator responsibilities(as defined in Appendix 7). 12.8 Service provided by SunGard, caused by exclusions, will be added to the next Customer invoice at SunGard's then standard rates. 13. OPERATING SYSTEM OR UTILITY SOFTWARE TELEPHONE SUPPORT SERVICES 13.1 Direct Telephone Support - Direct telephone access to SunGard's System Software Support personnel who provide timely answers to usage questions, assist Customer on installing updates and resolve occasional software problems. This service is available between the hours of 8:30 a.m. and 5:00 p.m. EST, Monday through Friday, excluding SunGard honored holidays. The above services will be provided by Internet or telephone communication contact between SunGard and Customer. Customer will be responsible for all data line telephone charges involved in providing telephone support services and SunGard will invoice Customer at cost. 13.2 On-Site Support - Customer will have access to on-site support. On-site support will be provided at the current published per diem fee plus all travel expenses. All fees will be rounded off to the nearest half day. A day is defined as 8:00 a.m. to 5:00 p.m. local time, Monday through Friday, excluding SunGard honored holidays. All on-site support time outside these hours will be charged at SunGard's then current hourly rates for System Software. 13.3 Customer Responsibilities 13.3.1 The Customer will be responsible to provide reliable access to the CPU(s) via the Internet (Microsoft VPN, CISCO VPN, or Secure Shell (SSH) access to each server), as well as a dedicated dial-up telephone line with a diagnostic modem of SunGard specifications on the Customer's computer equipment and a "superuser" system log-in account with privileges for SunGard's use in support of this Agreement. Internet access is required for SunGard's support delivery and will be the primary connectivity medium. 13.3.2 The Customer will be responsible to provide a CD, 4mm DAT, DLT or SDLT drive which will be used to install new software releases, updates, enhancements, etc. 13.3.3 Customer will be responsible for the activities listed in the System Administrator responsibilities in Appendix 7. 13.3.4 Customer will be responsible for the costs of travel, lodging and related expenses for training and support provided by SunGard to personnel at Customer's location. 13.4 Services necessitated by problems caused by unauthorized Customer changes, acts of God, or Customer's improper use of the systems or equipment, or other causes beyond SunGard's control may result in extra charges by SunGard. Customer Name: City of Palm Springs,CA 16 Contract#: 9/04-MA165 14. CUSTOM PROGRAMMING SERVICES 14.1 General 14.1.1 SunGard offers custom programming as an optional service to the Customer. When the Customer requests the service, SunGard will provide written specifications and a fixed cost estimate for the work to be performed. The Customer is granted a non-exclusive, non-transferable perpetual license to the customized software and source program code. 14.1.2 An annual maintenance and support service for custom software is provided at SunGard's current annual percentage of the standard charge for programming the custom software. This maintenance and support service provides on-going telephone support, bug fixes, and upward migration to new releases for custom software. 14.1.3 SunGard retains ownership of all custom-developed software and may, at its discretion, include the software in future releases of standard products. 14.2 SunGard Responsibilities 14.2.1 SunGard will provide a written cost estimate for the work to be performed subject to a not-to-exceed 10% variance.This estimate will be based on mutually agreed to specifications. 14.2.2 SunGard will install the software or provide instructions for Customer installation. 14.2.3 SunGard will provide telephone instruction in the use and features of the custom- developed software. 14.2.4 SunGard will provide standard programmer documentation. 14.2.5 SunGard will test all modifications for anticipated conditions using test data or data provided by the Customer. 14.2.6 SunGard will provide source code for all custom-developed programs. 14.2.7 SunGard will warrant software to perform as documented in the written specifications. 14.2.8 SunGard will provide phone and technical support as well as any additional programming to implement the custom-developed software in a minor release of a standard application software product. 14.3 Customer Responsibilities 14.3.1 Customer will review SunGard-provided specification documents for errors and omissions. After programming has started, project changes due to policy change, or incomplete, or erroneous specifications may increase the cost of the project. 14.3.2 Customer will test all custom-developed software after installation on the Customer's hardware before running in a "live" production environment. Customer Name: City of Palm Springs,CA 17 Contract#: 9104-MA165 14.3.3 Customer will reimburse SunGard for all reasonable travel and living expenses if a site visit is required. 14.3.4 Customer will retain a copy of the modified source code on the Customer's system in the event future modifications are required. 14.4 Acceptance and Payment - Customer shall have a 45-day period immediately following delivery of the custom programming project to test and verify that it functions in accordance with the specifications. Any defects identified by Customer shall be reported to SunGard for review and correction. If no defects are reported, payment is due at the end of the 45-day testing period. If defects are discovered and reported to SunGard, payment is due as soon as defect(s)are corrected. 15. OTHER PROVISIONS 15.1 Notice. All notices, consents and other communications under or regarding this Agreement shall be in writing and shall be deemed to have been received on the earlier of the date of actual receipt, the third business day after being mailed by first class certified air mail, or the first business day after being sent by a reputable overnight delivery service. Any notice may be given by facsimile, provided that a signed written original is sent by one of the foregoing methods within twenty-four(24) hours thereafter. Customer's address for notices is City of Palm Springs, 3200 Tahquitz Canyon Way, Palm Springs, CA 9226Z Attention: Craig Graves, CCMT. SunGard's address for notices is SunGard Pentamation Inc., 3 West Broad Street, Suite 1, Bethlehem, PA 18018 Attention: Contract Administration, Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section 15.1. 15.2 Parties in Interest. 15.2.1 This Agreement shall bind, benefit and be enforceable by and against SunGard and Customer and, to the extent permitted hereby, their respective successors and assigns. 15.2.2 Customer shall not assign this Agreement or any of its rights hereunder, nor delegate any of its obligations hereunder, without SunGard's prior written consent, except that such consent shall not be required in the case of an assignment to (i) a purchaser of or successor to substantially all of Customer's business (unless such purchaser or successor is a software, data processing or computer services vendor that is a competitor of SunGard, its parent company or any of its Affiliates) or (ii) an Affiliate of Customer, provided that the scope of each license granted under this Agreement does not change and Customer guarantees the obligations of the assignee. Any assignment by Customer in breach of this Section shall be void. 15.2.3 Any express assignment of this Agreement, any change in control of Customer, any acquisition of additional business by Customer (by asset acquisition, merger or otherwise by operation of law), and any assignment by merger or otherwise by operation of law, shall constitute an assignment of this Agreement by Customer for purposes of this Section 15.2 ("Customer Assignment"). Customer shall give written notice to SunGard at least thirty (30) days before a Customer Assignment certifying the expected use of the Software to process any additional business related to such Customer Customer Name: City of Palm Springs,CA 18 Contract#: 9104-MA165 Assignment ("Additional Business"). If any Customer Assignment occurs, Customer may continue to process its business to the extent it existed before such Customer Assignment, but Customer may not use the Software to process any Additional Business until and unless Customer has paid to SunGard an Additional Business fee, to be negotiated at the time of the Customer Assignment. Any use of the Software to process any Additional Business before the payment of such fee shall be deemed a material breach of this Agreement. Customer shall promptly complete and return to SunGard periodic certifications which SunGard, in its sole discretion, may from time to time send to Customer, certifying the actual use of the Software to process any Additional Business. 15.3 Export Laws and Use Outside of the United States. Customer shall comply with the Export Laws. Customer shall not export or re-export directly or indirectly (including via remote access) any part of the Software or Confidential Information to any Applicable Jurisdiction to which a license is required under the Export Laws without first obtaining a license. 15.4 Relationship. The relationship between the parties created by this Agreement is that of independent contractors and not partners,joint venturers or agents. 15.5 Entire Understanding. This Agreement, which includes and incorporates the Appendices, and any other schedules, exhibits and addenda hereto states the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the parties with respect to the subject matter of this Agreement. 15.6 Conflicts. In the event of any conflict between this Agreement and the Appendices, the terms of the Appendices shall govern. 15.7 ` Modification and Waiver. No modification of this Agreement, and no waiver of any breach of this Agreement, shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. This Agreement may not be modified or amended by electronic means without written agreement of the parties with respect to formats and protocols. No waiver of any breach of this Agreement, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach of this Agreement. 15.8 Audit. SunGard may, at its expense and by giving reasonable advance written notice to Customer, enter Customer locations during normal business hours and audit the number of copies of the Software and Documentation in Customer's possession, the Scope of Use and information pertaining to Customer's compliance with the provisions of Sections 1.1, 5.2, 8.2, 8.3 and 15.2. If SunGard discovers that there is an unauthorized Scope of Use or that Customer is not in compliance with the provisions of Sections 1.1, 5.2, 8.2, 8.3 and 15.2 in any material respect, then Customer shall reimburse SunGard for the expenses incurred by SunGard in conducting the audit. 15.9 Severability. A determination that any provision of this Agreement is invalid or unenforceable shall not affect the other provisions of this Agreement. 15.10 Headings. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement. Customer Name: City of Palm Springs, CA 19 Contract#: 9104-MA165 15.11 Negotiated Terms. The parties agree that the terms and conditions of this Agreement are the result of negotiations between the parties and that this Agreement shall not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement. 15.12 Personnel. Customer shall not, directly or through one or more subsidiaries or other controlled entities, hire or offer to hire any programmer, trainer or member of a data processing, customer support or conversion team of SunGard at any time when such Person is employed or engaged by SunGard or during the six (6) months after such SunGard employment or engagement ends. For purposes of this provision, "hire' means to employ as an employee or to engage as an independent contractor, whether on a full-time, part-time or temporary basis. This provision will remain in effect during the term of this Agreement and for a period of one (1) year after termination of this Agreement. In the event such activity occurs, Customer will pay to SunGard damages in the amount of$50,000. 15.13 Jurisdiction and Process. In any action relating to this Agreement, (a) each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the Commonwealth of California, (b) each of the parties irrevocably waives the right to trial by jury, (c) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which the party is to receive notice in accordance with Section 15.1, and (d) the prevailing party shall be entitled to recover its reasonable attorney's fees (including, if applicable, charges for in-house counsel), court costs and other legal expenses from the other party. 15.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this Agreement is executed via facsimile, each party hereto shall provide the other party with an original executed signature page within five (5) days following the Execution Date of this Agreement. 15.15 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF CALIFORNIA EXCLUDING CHOICE OF LAW; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON OR SIMILAR TO THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY, 15.16 Piggy Back Clause. Whereas Customer has conducted a competitive evaluation and has concluded such efforts with this negotiated Agreement; therefore this Agreement may serve as the basis for similar Agreements whereby other governmental entities may contract separately with SunGard. Customer Name: City of Palm Springs,CA 20 Contract#: 9104-MA165 APPENDIX 1 - LICENSED SOFTWARE FttaheeR4l�S,ApPlrc' ions License ":, Years tmp10.: Training T.rsin�ng Fees* Matnf,;;: Bays: Days ,Cos Financial Accounting $0 $4,820 2.0 6.0 $9,600 final:Genera[Ledger,Project Accounting,Budgeting, Purchasing,Accounts Payable) Fixed Assets 0 1,000 - 1.0 1,200 Regulatory Software- Class C (4) 12,025 2,775 1.5 1,800 Implementation Planning N/A N/A 1.0 1,500 Application Management N/A N/A - 0.5 600 Total Without Optional Items: $12,025 $8,595 3.0 9.0 $14,700 * First year maintenance and support included at no additional cost Existing Government Resource Series (GRS)customers migrating to the PLUS SERIES (PS)will be charged the annual maintenance amount shown in the Year 2 Maintenance column in the first year for all migrated applications which are indicated by$0 license fee,starting in the month that training begins. Any unused maintenance for the GRS applications will be credited. FinancePLUS Footnotes: 4 Please see attachment for Regulatory software detail. FinancePLUS requires the availability of an ANSI compatible"C"compiler. ColnMuhttyPGUSAppllcdhdhs License Year 2 :; Impte;.: Training Trairi9tiI Fees" Mamt ;: Days pays Cost Central Receipting 0 800 0.5 0.5 1,200 Miscellaneous Billing 0 1,400 0.5 1.5 2,400 Business Licensing(Includes Business Tax) 0 1,900 1.0 4.0 6,000 Implementation Planning N/A N/A 1.0 - 1,500 Application Management N/A N/A - 1.0 1,200 Total Without Optional Items: $0 $4,100 3.0 7.0 $12,300 * First year maintenance and support included at no additional cost. Existing Government Resource Series (GRS)customers migrating to the PLUS SERIES (PS)will be charged the annual maintenance amount shown in the Year 2 Maintenance column in the first year for all migrated applications which are indicated by$0 license fee,starting in the month that training begins Any unused maintenance for the GRS applications will be credited. CommunityPLUS requires the availability of an ANSI compatible"C"compiler. Additional Training Notes: The training fee far the above applications is$1,200 per day plus travel related expenses Some training sessions maybe accomplished via the internet thereby reducing travel and living expenses. Training days are based upon an eight hour day,which includes setup time. Should additional daily time be needed for implementation assistance beyond the standard eight hour day,this can be scheduled with the trainer for the standard training rate of$150/hour. Any training required beyond those days indicated above will be performed at the then standard per diem or hourly training rate. Training day counts are based on a maximum class size of 16 individuals(eight desktops with two individuals per desktop). Any training scheduled more than 18 months after the execution date of this agreement will be at our then standard per diem rate. The schedule for the above training services will occur as mutually agreed by SunGard and Client and as documented in a training agenda that will be sent to the Client. SunGard's cancellation policy requires a 21-day advance notice to cancel scheduled training.Cancellations within 6-21 days of the scheduled service will be invoiced at 50%of the total quoted service cost. Cancellation within 5 days,or an the scheduled date,the service will be invoiced at 100%of the quoted cast. For any cancellation of on-site services,any non-refundable travel expenses will be invoiced to your organization at cost. City of Palm Springs, CA 9/05-MA165 Cognos Repvkk Whter yvatflout IWR License Y. .. Trakning, Training; aes' Maint, jays `.; ca$t, F Bundle 1 -2 named users (1) $0 $981 Total Without Optional Items: $0 $981 *First year maintenance and support included at no additional cost. **See following section for Cognos training days and costs. I Includes 2 named users at Impromptu User,7 Impromptu Runtimes,and 1 copy of Impromptu Administrator. A"named user"means an individual who is authorized by the customer to use the software irrespective of whether that individual is logged an to the customer's Intranet. There is no obligation to identify a "named user" by name. "Impromptu Runtime" means a contractually limited user version of Impromptu user with fixed, frozen catalogs which permits a user to view and print predefined reports but does not permit a user to alter existing reports or create new reports. Impromptu requires a NT or Novell server. Recommended minimum for the desktop is 96mb of memory and 100 MHz. Cognac software is licensed by Pentamation to the customer for use only with Pentamation applications and/or applications developed by the customer which utilize Pentamation application data. Telephone support for Cognos products is provided to the customer by Pentamation License and/or maintenance agreements do not entitle the customer to access any Cognos technical support facility directly via either telephone or other means of communication. 'T Nr Tr4006* Gd�oosTralriinc 10ays qap Cos, FinancePLU S - 2.0 $1,200 $2,400 CommunityPLUS 2.0 1,200 2,400 Total Without Optional Items: 4.0 $4,800 Training quoted is for the Impromptu product and Impromptu Web Reports (IW R). If PowerPlay training is desired, it would be offered at our regular per diem rates. SystemSoR�iare #of LfCe11$O YeW2 Users Fees: Tulaink Informix IDS WE V7 Server License from SEV7 tradeup _ LIC+SW Maint 12-months 1 237 Informix IDS WE V7 Concurrent Session from SEV7 tradeup LIC+;SW Maint 12-months 29 3,770 - Four J's Concurrent User License 30 8,550 1,950 Four J's Server Compiler (9) 1 6,080 1,080 Total Without Optional Items: $18,637 $3,030 *First year maintenance and support included at no additional cost. s Requires one per installation. A single user for the Four J's server compiler meaning that only one user can run the Four J's compiler at a given time. The site is not limited to a"named user". The number of users is determined by concurrent usage of the compiler only;multiple programmers can do program development work. Macintosh clients require either a virtual PC emulator or a Four-J's client installed under Citrix. Costs are dependent on the number of Macintosh clients required. City of Palm Springs, CA 9/05-MA165 APPENDIX 2 - IMPLEMENTATION SERVICES Mlgratlan p�nalysts alyd Canrdlnatibn° CoSt:':' Migration $15,000 Total: $15,000 * Pentamation assigns each migration client Implementation Coordination Resources for each product area,stationed at Pentamation, to be the customers focal point of contact during the implementation of our products. Migration analysis and coordination services will be provided at a cost of$15,000. These services will include the following; 1 Develop and review with customer a preliminary implementation plan for the products and services outlined above. 2 Internal project coordinator of Pentamation implementation,custom programming,engineering,and other staff resources. 3 Review and analysis of Government Resource Series and PLUS SERIES comparative features and functionality. 4 Review,analysis,and detailed specifications of hardware and system software requirements. Ptr;�ncePLLI'S System RequItO[tlerits:. F%nancePLUS Windows Version Requires a database of MS-SQL or IBM Informix. Requires a Domain Controller with Active Directory when implementing a Windows Operating System on the Server. eFinancePL.US Web Version Requires a database of MS-SQL or IBM Informix. Requires a Domain Controller with Active Directory when implementing a Windows Operating System on the Server. Web Server: OS Platform: Microsoft Windows Server 2003 Standard Workstations: Client PC Minimum Requirements OS Platform: Win2K Professional, WinXP Professional CPU: 1.8 GHz or greater Memory: 256 meg RAM OS Add-on: City of Palm Springs, CA 9i05-MA165 Co.mrnttnaEyfl us Systemtqufrernents Requires a database of MS-SQL or IBM Informix or Oracle. Requires a Domain Controller with Active Directory when implementing a Windows Operating System on the Server. RSHD from Denicomp Systems for mailmerge. City of Palm Springs, CA 9/05-MA165 Hardware/Services Qtv-_ Description Type AMC Unit Price Line Total PowerEdge System Server 1 Dell PowerEdge 2850(2)Intel Xeon 3.4 GIW2MB Cache Phone 5,900.00 5,900.00 4GB Memory,(5) 146Gh 10K RPM Ultra 320 SCSI Hard Drive Redundant Power Supply,1.44MB Floppy,24X IDE CD-RW/DVD ROM 3Yr Premier Enterprise Support Platinum Premium Service Licenses 1 SCO OpenServer Enterprise Base License 5.0.7 (5-user) 1,399.00 1,399.00 1 SCO 25-user License 1,199.00 1,199.00 1 SCO OpenServer Development System 599.00 599.00 1 SCO 5.0.7 Media Kit 99.00 99.00 Services(Host&Client) 1 Installation and Setup Services 10,750.00 10,750.00 (1)System Setup,Burnin,System Test...Install and certify system and network on customer's site (1)Installation and Setup of SCO(Unix) (1)Installation and Setup of Database (1)Installation and Setup of Financial Applications (1)Installation and Setup of Community Applications (1)Installation and Setup of 4S's (1)Installation and Setup of Optio (1)Migrate data and/or Recompile \ Hardware/Services " Description Type AMC , Unit Price Line Total, Vp- Freight and Handling 1 Freight and Handling 1,000.00 1,000.00 Sub Total $0.00 $20,946.00 First Year Maintenance $0.00 TOTAL $20,946.00 APPENDIX 4 - MAXIMUM SUPPORT HOURS FinancePLUS Hours Financial Accounting 22 (Intl.:General Ledger, Project Accounting,Budgeting, Purchasing,Accounts Payable) Fixed Assets 10 Regulatory Software- Class D (4) 15 Total 47 CommunitVPLUS Hours Central Receipting 10 Miscellaneous Billing 10 Business Licensing (Includes Business Tax) 10 Total 30 APPENDIX 5 - PAYMENT SCHEDULE 1 PLUS SERIES Software License $12,025 25% due upon contract execution $3,006 75% due 90 days after contract execution 9,019 2 Third Party Software 18,637 25%due upon contract execution $4,659 75% due 90 days after contract execution 13,978 3 Application Training/Additional and Supplemental Training 31,800 Due monthly as incurred; schedule to be mutually agreed between SunGard and Customer 4 Migration Coordination 15,000 Due upon contract execution 5 Travel and Living Expenses (Estimated) TBD Due monthly as incurred 6 Hardware and System Support Software 20,946 including Installation and Integration 100%due upon delivery TOTAL: $98,408 Annual Maintenance and Support $16,706 Will be invoiced in accordance with the fees as set forth in Appendix 1. APPENDIX 6 - REGULATORY SOFTWARE REGULATORY SOFTWARE- The following programs/reports are included with the PLUS SERIES Financial System: Federal Requirements: Federal 941 Report Calculate Tax on Group Life Insurance Over$50,000 Financial Report Writer 1099 Reporting 1099-Misc 1099-R(retirement) 1099-Int 1099-G W2 Processing EE04 Report FLSA Processing State Requirements: Quarterly Wage and Withholding Report(DE6) California State New Employee Registry California Multiple Worksite Report California PERS Reporting State Tax Withholding Calculation California PARS Report Independent Contractor's Report Note:The output provided for these reports includes data and totals,supported within the application software,which are required by your organization to complete the mandated government form. This data will be Formatted correctly for electronic submission when the state or Federal agency requires electronic submission APPENDIX 7 SYSTEM ADMINISTRATOR JOB RESPONSIBILITIES Effective System Administration is the key to a successful installation and smooth on-going system operation. System Administration personnel will be the focal point for communications between your organization and SunGard, and will handle the daily operation of the system. System Administrative personnel should have or possess the potential to develop the following knowledge and skills: General understanding of computer systems' architecture and configurations; recognizing such pieces of hardware as CPU, memory, peripherals, scanners, etc. Understands general computer concepts such as relational database, operating systems, application software, word processing, and fourth generation languages. Excellent verbal and written communication skills with administrators, programmers, and system maintenance personnel. - Understands the importance of data integrity and security(file backups and password control). - Understands what your organization requires from each application. Customer System Administration responsibilities include, but are not limited to,the following: Operating System Administration: - Sole responsibility for communications with SunGard Support personnel. - Provide first level support to end users. - Upgrade system software in conjunction with SunGard and the computer hardware manufacturer. - Manage workload effectively. - Train new staff on software packages. Train department personnel to use Report Writer. - Maintain Documentation. - Diagnose and resolve minor hardware problems. Configure and maintain PC Customer software. Monitor operating system and modify operating system parameters as required. Monitor hardware reliability, check error logs, and initiate corrective action when warranted. Add, delete, archive, and maintain configuration of users (for example, to access specific software packages), and maintain user environments. Create print queues or virtual printers. Configure communication port(s). Set or modify IP address. Develop backup strategy, setup backup procedures, verify backups and restore files or file systems as required. Perform backups. Maintain on and off site storage of backup media. Create and maintain cron jobs or other batch processes. Create and maintain printer configuration and setup. Maintain access to server(s)for support(i.e., Internet and backup modem access). Monitor system performance and tune operating system parameters for maximum efficiency. Monitor disk and file system utilization/permissions and adjust to meet site requirements. Create or modify default gateway. Verify software licensing. Maintain currency on support agreements. Install operating system patches. Install, configure and Maintain Sendmail. Install microcode or firmware updates as required. Install/reinstall operating system as required. Recompile applications as required. Evaluate application software utilization and setup. Database Administration Maintain database security and access/permissions. * Backup and restore specific databases or entire database environment. * Backup and restore specific tables within database(s). * Import or export databases as required. * Perform checks for data consistency. Monitor and modify data allocation. * Monitor database performance and adjust as required. * Add DB space. * Create test(or other special purpose) databases as required. • Verify software licensing. - Maintain currency on support agreements, software licensing and documentation. - Install/reinstall database software as required. System Security - Ensure data and equipment security(physical and electronic). - Monitor system access via modem or Internet. * Investigate attempted security breaches. * Monitor application software utilization and setup to ensure authorizations are administered correctly. * Monitor file and database permissions and accounts. SunGard offers telephone support agreements for operating system, database and utility software packages to assist the Customer system administrator in the execution of basic and advanced administrative functions. For Customers who contract with SunGard for these services, we will provide additional assistance (via remote Internet or dial access) for the basic functions designated with an asterisk (*) in the above list for the first six months subsequent to installation (operating system, database software, utility software, application software) by SunGard. After six months, Customers who do not contract with SunGard for Remote System Administration Services will be invoiced on a per-call basis when SunGard is required to perform basic administrative tasks via remote access on behalf of the Customer system administrator. APPENDIX 8 GOVERNMENT RESOURCE SERIES (GRS) TO PLUS SERIES (PS) MIGRATION A. Identification of Functional Requirements 1 Although the PLUS SERIES software applications are being used successfully in a live environment at many customer sites across the country, there is some functionality which was provided in the Government Resource Series software which is not available in the new PLUS SERIES software. See Section D for a list of these features. For your reference, Section E lists features which are provided in PLUS SERIES software which were not available in Government Resource Series software. The purpose of the Customer identification of functional requirements is to verify that the software will meet all of your requirements and to identify areas which may require procedural changes or custom modifications. 2 Customer acknowledges they have reviewed the list and notified SunGard of any issues, Customer will sign the Functional Requirements Checklist for each application noting any issues that were encountered and return to SunGard no later than 30 days prior to live processing. In the event that the Functional Requirements Checklist is not returned to SunGard, Customer acknowledges that there are no issues with regard to this item. B. Custom Programming/Reports Due to the design differences (database structure, program logic, etc.) of the Government Resource Series and PLUS SERIES applications, previous Government Resource Series custom modifications cannot be automatically converted into the PLUS SERIES applications. If required, previous Government Resource Series custom modifications can be rewritten for the PLUS SERIES at a cost which will be identified and addressed as follows: 1 For Financial and Community, Customer will contract with SunGard for two to five days of technical consulting to determine the extent of custom modifications required. Consulting services will be provided at our current hourly rate. 2 Customer will be responsible to review current custom software and custom reports to identify any custom modifications which will be required for the PLUS SERIES product. Customer will provide SunGard with written detailed requirements on a Request for Custom Programming Enhancement form. 3 Customer will determine based on the preliminary estimate whether or not to proceed with a custom modification. Return of the preliminary estimate signoff is SunGard's authorization to prepare detailed specifications. 4 Customer will approve the detailed specifications indicating that the modification proposed will meet the requirement. 5 Customer will test any modifications in a test environment within 30 days of receipt to determine that the project performs according to the agreed upon specifications. Note that this testing must occur in a test environment to eliminate the possibility of causing data corruption with the newly written modification. 6 The PLUS SERIES Systems use standard forms (such as checks, bills, etc.) which are different from the Government Resource Series software. These include: Fund Accounting AP Checks Purchase Orders Miscellaneous Billing Invoices Statements Business License Business Licenses Invoices Business License Tax Returns Delinquent Tax Notices Business License Applications Cash Receipting Receipts Customer must decide whether to request a custom modification so they can continue to use the existing form stock or whether to use the PLUS SERIES standard format. If a custom modification is required, the steps above should be followed. C. User Developed Reports Due to the design differences (database structure, program logic, etc.) of the Government Resource Series and PLUS SERIES applications, Customer will need to rewrite any Government Resource Series user-defined reports that will be required for the PLUS SERIES product. This includes but is not limited to IQ and Ace reports. SunGard resources can be made available to assist with this effort on a time and materials basis. D. Features in Government Resource Series NOT in PLUS SERIES This list is provided for your information and to assist you with determining areas of the software which may need to be included in your testing. We have attempted to identify features that we provided in the standard Government Resource Series software which are not included in PLUS SERIES applications. There may be additional features which have been overlooked. Fund Accounting 1 Expenditure comparison report—sort window 2 Revenue and Expenditure Status Query—summarize 3 Discount balance on encumbrance screen 4 Pooled Cash Ledger 5 Ability to close a period and/or year 6 Ability to exclude accounts with zero balances on reports Purchasing 1 PO Type field 2 Distribution table on Requisitions and POs 3 Commodity table—taxable flag, asset flag, search name, account and project account 4 Vendor on each line item of requisition 5 Store vendor product code 6 Requisition and Purchase Order Allocation report 7 Summary mode for PO posting 8 Blanket PO Budget Preparation 1 Calculate future year budget based on approved budget 2 Calculate benefits remaining for current year 3 Refine Budget Worksheet—display account title Fixed Assets 1 No items identified Miscellaneous Billing (Miscellaneous Receivables) 1 No items identified Business License 1 No items identified E. Features in PLUS SERIES NOT in Government Resource Series General I Financials 1 Single database 2 Improved Security (views) 3 Menu Manager—add custom features 4 Reports to screen, file, printer or alternate printer 5 Improved user-defined screen 6 Graphical presentation 7 Enhanced navigation and usability 8 Shortcuts for Favorites 9 Ability to attach documents to records 10 Ability to drop reports into Microsoft Word 11 Ability to drop some reports into Microsoft Excel 12 Drop results of search list into Microsoft Excel or email 13 Advanced search capability 14 Spell checking capability on notes Fund Accounting 1 Organization — 10 levels 2 Year specific Organization Chart 3 16 characters for lowest level of organization 4 Organizational levels need not be hierarchical 5 Optionally pre-encumber requisitions 6 Multiple payable addresses 7 AP Checks by Invoice, PO, Batch 8 JE Report 9 Batch budget transfer 10 Optional user-defined account entry window 11 Delete inactive vendors 12 Clear checks by date 13 Document control number 14 Prior year organization field 15 Vendor address—separate city, state fields 16 Use tax functionality for vendor payments 17 Override vendor number auto-assign 18 Vendor by commodity class 19 Designate employees as vendors 20 Discount report 21 Additional control accounts in profile 22 Vendor Audit report 23 Close to Fund Balance 24 Ability to lock database during check processing 25 User specified sort and totals on some reports 26 Option - "warn" or "require" receipt of goods prior to payment 27 Fixed Assets interface includes check number 28 Automatic "inter-fund" balancing of JE's 29 User select default of partial/final flag in AP entry 30 Additional security resource to add or delete a vendor 31 Control overpayment of an invoice by a percentage and/or an amount 32 Detailed warehouse charge option in expenditure audit trail 33 Link organizations to a project 34 Inactivate expenditure accounts 35 Option to start "new year"journal entries with a user-defined number 36 Allow system to automatically assign number to budget transfers and start new year with a user- defined number 37 Option to default vendor, invoice number, invoice date, and due date from previous transaction within no PO payment menu selection 38 Ability to disallow by yes/no flag the usage of the account in requisition/PO charges, payroll charges, and warehouse charges 39 Automatically record system-voided checks and reflect all voided checks in AP check register 40 Sounds like look up on vendor name 41 Configurable Check Reconciliation File Processing 42 Multiple account ranges for Fixed Assets 43 Eight reporting levels in Project Accounting 44 View journal entry, purchase order and payroll detail from Transaction display Purchasing 1 Commodity table—bid information 2 Two alternate approvers 3 Item approval 4 Can add items to existing PO 5 Next year requisitions and PO's 6 Improved query capability 7 Specify fixed assets by account range 8 Location code or organization for approval 9 Change vendor on PO 10 Print date of change order on the change order 11 Reprint purchase order with change order information included -optional 12 Modify unit of measure and stock number in change option 13 Support a separate auto-number series for next year PO's 14 Integrate change orders in reports and displays 15 Distribute requisition, PO, and change order items by quantity 16 Vendor quotes 17 Option -set length of requisition and PO numbers and zero fill Budget Preparation 1 Ability to freeze at a defined level —Department, Recommended and Approved 2 User specified sort on some reports 3 Eight reporting levels in project accounting Fixed Assets 1 GASB34 Cash Receipting 1 Centralized Receipting capability 2 Common report viewer for all print options that allows the user to view reports on the screen Business License 1 Common report viewer for all print options that allows the user to view reports on the screen Miscellaneous Billing 1 Support of centralized receipting 2 Common report viewer for all print options that allows the user to view reports on the screen CERTIFICATE OF LIABILITY INSURANCE °092rzoARO® /722I 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 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 endorsement(s). PRODUCER MARSH USA, INC. TWO ALLIANCE CENTER CONTACT NAME: PHONE FAX No. ADD IL W. 3560 LENOX ROAD, SUITE 2400 ATLANTA, GA 30326 INSURERS AFFORDING COVERAGE NAIC0 INSURER A: The Charter Oak Fire Insurance Co. 25615 CN130114897-EO/C-GAWU-22-23 INSURED Supenon, L-C, a CentralSquare Company 1000 Business Center Drive INSURERS: Phoenix Insurance Company 25623 INSURER C: Travelers Property Casualty Company Of America 25674 1INSURER 0: Travelers Casualty And Surety Company 19038 Lake Mary, FL 32746 INSURERE: Coumbia Casa Coman 31127 NSURER F: COVERAGES CERTIFICATE NUMBER: ATL-005306561-05 REVISION NUMBER: 0 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 LTRJffia TYPE OF INSURANCE ADDL UB POLICY NUMBER MMIDDYYFYY YEXP MWDDNYY LETS A X COMMERCIAL GENERAL LIABILITY H-630-6S758560-COF-22 08131/2022 08/3112023 EACH OCCURRENCE $ 1.0M•D00 CLAIMSMADE IJ OCCUR PREMISES Ea occurrence $ MED EXP (Any mrs person) $ 10.000 PERSONAL a ADV INJURY $ 1,000,U00 GENL AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 2,000,000 X PRO- ❑ LOC POLICY ❑ JECT PRODUCTS-COMP/OP AGG $ 2,000,000 $ OTHER B AUTOMOBILE LIABILITY BA6S783539-22-13-G 08131/2022 08131/2023 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ AUTO XANY OWNED SCHEDULED AUTOS ONLY AUTOS XIHIRED X NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per ac cienin $ PROPERTYDAMAGE Par acdtle r $ X UMBRELLAUAS OCCUR CUP6S801390 06131/2022 0012023 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAR CLAIMS -MADE DED I X I RETENTION$ 10000 $ D WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETORIPARTNERIEXECIfrIVE V / N OFFICER/MEMBEREXCLUDEW � (Mandatory In NH) NIA UB6S783668.22-13-G X PERT STA TUTE ERTH- E.L. EACH ACCIDENT $ 1,0110,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 X yes descrihe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT E 1000 000 E E801Cyber 652031687 /0112021 0IM122 Limit 51000,000 SIR 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Romance Schedule, may W attached N mom apace Is required) The City of Palm Springs, its officials, employees and agents are included as additional insured where required by written Contract with respect to General and Auto Liability. Waiver of suthr atmn is applicable where required by written Contract win respect to General Liability and Workers Compensation. The General Liability is primary and non-contributory over any existing insurance and 1FV&Q=g out of the operations of the named insured and where required by written contract. OCT 0 5 2022 Office of the City Clerk CERTIFICATE HOLDER CANCELLATION City of Palm Springs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3200 E. Tahqultz Canyon Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Palm Springs, CA 92263 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 0006498 SP 0337 -001-P06501-1 City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 0387-01-00-0006498-0001-0 13217 AGENCY CUSTOMER ID: CN130114897 LOC #: Atlanta ORO ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA, INC. Superior, LLC, a CentralSquare Company 1000 Business Center Drive POLICY NUMBER Lake Mary, FL 32746 CARRIER I NAIC CODE THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: __..25 FORM TITLE: Certificate Of Liability Insul Excess E801Cyberr. Cartier. Certain Undewnam at Uoyd's, London Policy Number: ACX1007921 Effective Date. 0/01/2021 Expiration Dale: 09/3012022 Knit: $5M x $5M EFFECTIVE DATE: ACORD 101 (2008/01) 0387-01-00-0008/98-0002-0013218 U 21.11.18 ACUKU CUKHUKA I IUN. All ngntS The ACORD name and logo are registered marks of ACORD Acb O® CERTIFICATE OF LIABILITY INSURANCE o101111(/2022 D/vYrY) 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 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 endorsement(s). PRODUCER MARSH USA, INC. TWO ALLIANCE CENTER 3560 LENOX ROAD, SUITE 2400 ATLANTA, GA 30326 CONTACT .NAME` FAX PHONE t (AID No, E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC0 INSURER A: The Charter Oak Fire Insurance Co. 25615 CN13011489TEOIC-GAW.1-22-23 INSURED Superior, LLC, a CenValSquare Company 1000 Business Center Drive INSURER B: Phoenix Insurance Company 25623 INSURER C: Travelers Property Casualty Company Of America 25674 INSURER D: Travelers Casualty And Surety Company 19038 Lake Mary, FL 32746 INSURER E: AIG S edal Insurance Company 26883 INSURER F COVERAGES CERTIFICATE NUMBER: ATL-005306561-07 REVISION NUMBER: 0 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 ADDLSUBR POLICYNUMBER POLICY EFF (MMIDDNYYYI POUCYEXP tMMIDOMYYiLIMITS A X COMMERCIAL GENERAL LIABILITY H-630-0S758660-COF-22 0813112022 08/312023 EACH OCCURRENCE s 1,000,000 CLAIMSMADE � OCCUR DAMA RENTED PRE (Ea NTum ED nos) $ MED EXP (Any one person) $ 10,000 PERSONAL& ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY PRO- ❑ LOG JECT PRODUCTS - COMPIOP AGG $ 2,000,000 $ OTHER' B AUTOMOBILE LIABILITY BA-6S783539-22-13-G 08131/2022 OB131/2023 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Par person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLYNXAUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLYAUTOS ONLY X UMBRELLALIAB OCCUR CUP-6S801390 08131/2022 08131/2023 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE DELI I X I RETENTION$ 10000 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNEWEXECUTIVE OFFICERNEMBEREXCLUDED'! NN (Mandatory in NH) NIA UB-6S783668-22-13-G 0813112023 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes. clescobe under DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT $ 1,000,000 E E&OICyber 015930626 09/302022 081312023 Limit 5,000.000 SIR 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,AddMonal Remarks Schedule, maybe attached if more space is required) The City of Palm Springs, its officials, employees and agents are included as additional insured where required by written centred with respect to General and Auto Liability. Waiver of subrogation is applicable where required by written contract with respect to Geneml Liability and Workers Compensation. The General Liability is primary and non-eonlributory over any existing insurance and limited to Debility arising out of the operators of the named insured and where required by written contract. City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 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 of Marsh USA Inc 1988.2016 ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 0001143 SP 0413 -CO I -P01 143-1 City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 RECEIVED OCT 19 2022 Office of the City Clerk 0413-01-00-0001143 1-000 W iIX POLICY NUMBER: BA-6S783539-22-I3-G COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following_ : BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1:c.. Who Is An 'Insured, of SECTION II — LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the 'bodily injury" or "property damage" occurs and that Is In effect during the policy period, to name as an additional insured for Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.S., Other Insurance of SECTION IV - BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part S. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance, under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the 'bodily injury' or "property damage° occurs and that is In effect during the policy period, requires this Insurance to be primary and non-contributory. CA T4 74 08 17 ® 2010 The Travers Indemnity Company. Au rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Servicea Ofte. Ina wfth Its pamdaslon. AGENCY CUSTOMER ID: CN130114897 LOC #: Atlanta AGENCY MARSH USA, INC. POLICY NUMBER CARRIER ADDITIONAL REMARKS SCHEDULE NAIC CODE NAMED INSURED Superion, LLC, a CenlralSquare Company 1000 Business Center Drive Lake Mary, FL 32746 EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, — FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Excess ESO/Cyber. Carrier. Certain Underwriters at Lloyd's, London 'Policy Number ACX1045822 Effective Date: 09/3012022 Expiration Date: 08131/2023 Unit $5M x $5M Page 2 of 2 ACORD 101 (2000101) 0413-01-OD,00011434)002-0004147 © 2008 ACORD CORPORATION. All rights I The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 6306S758660-COF-22 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products -Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS The following is added to SECTION II — WHO IS AN INSURED: Arty' person or -'organization that you agree in a written contract or agreement to include as an adddonal insured on this Coverage Part is an insured, but only: a. With respect to liability for "bodily injury" or "properly damage° that occurs, or for "personal injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement Is In effect; and b. If, and only to the extent thaL such Injury or damage Is caused by.acts.or omissions of you or your subcontractor in the performance of "your work' to which the written contract or agreement applies. Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is subjectto the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be 'limited to such minimum required limits. For the purposes of determining whether this limitation applies, the minimum limits required by the written contractor agreement will be considered to include the minimum funds of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement This provision `will not increase the limits of insurance described in Section III — Limits Of Insurance. (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or fairing to prepare or approve, drawings and specifications; and (b) Supervisory, Inspection, architectural or engineering activities. (2) Any "bodily Injury or- "property damage" caused by "your work" and included in the "products -completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional Insured during the policy period c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a), How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses: and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. The insurance provided to such additional (2) If a claim is made or "suit is brought against ' insured does not apply to: the additional insured: CG D2 46 0419 02018 The Travelers Indemnity company. All rights reserved. Page 1 of 2 0413-01-00-0001143-0003-0004148 COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the claim or °suit° and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or °suit" as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit, cooperate with us in the Investigation or settlement of the claim or defense against the "suit, and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suir to any provider of other insurance which would cover such additional Insured for a loss we cover. However, this condition does not affect whether the Insurance provided to such additional Insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4., Other Insurance. of Section IV — Commercial General Liability Conditions. Page 2 of 2 0 201BThe Trevders hndennayrompaq. All rights reserved. CG D2 46 0419