HomeMy WebLinkAboutC-7276-1 - Sale Contract Agreement for 2 Way Emergency Communication System, Amendment No. 1-2AMENDMENT NO. 2 TO SALES CONTRACT AGREEMENT
This Amendment to Sales Contract Agreement (this `Amendment No. 2 "), dated as of
October 7, 2021, is made by and between Titan Health & Security Technologies, Inc., a California
corporation (the "T/TAN HST ") and the City of Newport Beach ("Licensee ") located at 100
Civic Center Dr., Newport Beach, CA 92660 (collectively the "Parties").
RECITALS
WHEREAS, the Titan HST and Licensee entered a certain Sales Contract Agreement dated
on November 6, 2017 (the 'Agreement") for use of Titan's Proprietary Emergency Communications
Services and Notification System;
WHEREAS, on January 31, 2019, the Parties entered into an Amendment to amend certain
terms of the Agreement; and
WHEREAS, the Parties desire to further amend certain terms of the Agreement, all as more
specifically set forth in this Amendment No. 2;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained
and intending to be legally bound hereby, the parties agree as follows:
AGREEMENT
1. Recitals. The Recitals set forth above are hereby incorporated herein by reference as if the same
were fully set forth herein.
2. Defined Terms. Capitalized terms used herein and not otherwise defined have the meanings
ascribed to them in the Agreement.
3. Amendments.
A. LICENSEE OBLIGATIONS: Licensee Obligations set forth in Section 6.1 of the Agreement
shall be Amended to include:
For each Authorized User who is designated under eighteen (18) years of age by the
Licensee, the Licensee will obtain verifiable consent and a written waiver from the user
and the user's parent or guardian.
B. TITAN OBLIGATIONS: Titan HST Obligations set forth in Section 7 of the Agreement shall be
Amended to remove:
For each Authorized User who is designated under eighteen (18) years of age by the
Licensee, Titan will obtain verifiable consent and a written waiver from the use and the
user's parent or guardian in form and substance approved by the Licensee.
C. TERM: The Parties now wish to extend the term of the Agreement as more specifically set
forth in the attached Exhibit A - Renewed Subscription Order Form.
D. EXHIBIT C -INSURANCE REQUIREMENTS: "Exhibit C" of the Agreement shall be deleted in
its entirety and replaced with Exhibit C, attached hereto and incorporated herein by reference.
Any reference to Exhibit C in the agreement shall hereafter refer to Exhibit C attached hereto.
SMRH:489052675 l
4. Miscellaneous.
A. Except as provided in this Amendment No. 2, the Agreement is unchanged, shall remain in
full force and effect and shall be binding upon the parties in accordance with its terms. This
Amendment No. 2 shall be construed as one with the Agreement, and the Agreement shall, where
the context requires, be read and construed throughout so as to incorporate this Amendment No. 2.
B. If any part of this Amendment No. 2 is determined to be illegal or unenforceable, all other
parts shall be given effect separately and shall not be affected.
C. This Amendment No. 2 shall be governed by, and construed in accordance with, the laws of
the State of California.
D. This Amendment No. 2 may be executed in counterparts, which, when taken together, shall
constitute one agreement binding on all the parties, notwithstanding that all the parties are not
signatories to the same counterpart. Delivery of an executed counterpart of this Amendment by
telefacsimile or electronic mail shall be equally as effective as delivery of an original of this
Amendment.
[Signature Page to Follow]
SMRH:489052675.1 -2-
OF Titan H,�-. I
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.
APPROVED AS TO FORM:
CITY ATTO NZ'S OFFICE
Date: 9 '
�B
n C. Ha
City Attorney
ATTEST:
Date: 3, /�•
ITTm �Iwli//ii1/I
BrownLeilani 1.
City Clerk
Attachment:
LICENSEE: CITY OF NEWPORT BEACH,
a California municipal corporation
Date: MAR 15 2022
By:
GrVanager
Cit
TITAN: TITAN HEALTH & SECURITY
TECHNOLOGIES, INC. a California
corporation
Date:
Signed in Counterpart
By:
Vic A. Merjanian
Chief Executive Officer/Secretary
[END OF SIGNATURES]
Renewed Subscription Order Form
Exhibit C - Insurance Requirements
SMRH 489052675 1 -3-
Aab
Titan HSI..
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.
APPROVED AS TO FORM:
CITYATTO N 'S OFFICE
Date: 3°
5�afr
City Attorney•
ATTEST:
Date:_
In
Leilani I. Brown
City Clerk
Attachments
LICENSEE: CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
RV -
Grace K. Leung
City Manager
TITAN: TITAN HEALTH & SECURITY
TECHNOLOGIES, INC. a California
corporation
Date:
By:
Vic A. Merjanian
Chief Executive Officer/Secretary
[END OF SIGNATURES]
Exhibit A — Renewed Subscription Order Form
Exhibit C — Insurance Requirements
SMPI L489052b75.1 -�
EXHIBIT A
RENEWED SUBSCRIPTION ORDER FORM
LICENSEE INFORMATION:
Full Licensee Name:
City of Newport Beach - Recreation & Senior Services
Address:
100 Civic Center Dr., Newport Beach, CA 92660
Contact Name:
Brason Alexander
Contact Telephone.
(949) 644-3150
Contact E-mail.•
balexander@newportbeachca.gov
ORDER INFORMATION:
Number of Currently
Unlimited
Estimated Licenses Required,-
'this number may be reasonably revised at any
time
Subscription Period & Effective
November 6, 2021 through November 5, 2024
Date Through:
Total Yearly Subscription Cost-
$0.00
`Cost based on actual authorized number of
users to be loaded in the Titan HST system
Billing Name, Address, Email,
Brason Alexander
Phone
100 Civic Center Dr., Newport Beach, CA 92660
Email: balexander@newportbeachca.gov
Phone: (949) 644-3150
SMRH:489052675.1 -4-
EXHIBIT C
INSURANCE REQUIREMENTS- PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Titan's indemnification of City, and prior to
commencement of Work, Titan shall obtain, provide and maintain at its own expense during the term
of this SCA, policies of insurance of the type and amounts described below and in a form satisfactory
to City. Titan agrees to provide insurance in accordance with requirements set forth here. If Titan uses
existing coverage to comply and that coverage does not meet these requirements, Titan agrees to
amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently
authorized by the Insurance Commissioner to transact business of insurance in the State of California,
with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the
City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Titan shall maintain Workers' Compensation
Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million
dollars ($1,000,000} each accident for bodily injury by accident and each employee for bodily
injury by disease in accordance with the laws of the State of California, Section 3700 of the
Labor Code.
Titan shall submit to City, along with the certificate of insurance, a Waiver of Subrogation
endorsement in favor of City, its City Council, boards and commissions, officers, agents,
volunteers and employees.
B. General Liability Insurance. Titan shall maintain commercial general liability insurance,
and if necessary umbrella liability insurance, with coverage at least as broad as provided by
Insurance Services Office form CG 00 01, in an amount not less than one million dollars
($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and advertising injury, and
liability assumed under an insured contract (including the tort liability of another assumed in a
business contract).
C. Technology Professional Liability. (Errors and Omissions) Insurance appropriate to
Titan's profession, with limits not less than $1,000,000 per occurrence or claim, $2,000,000
aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
undertaken by Titan in this SCA and shall include, but not be limited to, claims involving
infringement of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, Information theft, damage to or
destruction of electronic information, release of private information, alteration of electronic
information, extortion and network security. The policy shall provide coverage for breach
response costs as well as regulatory fines and penalties as well as credit monitoring expenses
with limits sufficient to respond to these obligations.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the
following provisions:
A. Waiver of Subrogation. All insurance coverage, excluding professional liability,
maintained or procured pursuant to this SCA shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers and employees or
shall specifically allow Titan or others providing insurance evidence in compliance with these
SMRH:489052675.1 -5-
requirements to waive their right of recovery prior to a loss. Titan hereby waives its own right of
recovery against City, and shall require similar written express waivers from each of its
subconsultants.
B. Additional Insured Status. All liability policies including general liability, excess liability,
pollution liability, and automobile liability, if required, but not including professional liability, shall
provide or be endorsed to provide that City, its City Council, boards and commissions, officers,
agents, volunteers and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and
shall not require contribution from any insurance or self-insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days'
notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is
required) or nonrenewal of coverage for each required coverage.
Additional Agreements Between the Parties. The parties hereby agree to the following:
A. Evidence of Insurance. Titan shall provide certificates of insurance to City as evidence of the
insurance coverage required herein, along with a waiver of subrogation endorsement for
workers' compensation and other endorsements as specified herein for each coverage.
Insurance certificates and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of Insurance shall be kept on file with City
at all times during the term of this SCA. The certificates and endorsements for each insurance
policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At
least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing
that such coverage has been renewed or extended shall be filed with the City. If such coverage
is cancelled or reduced, Titan shall, within ten (10) days after receipt of written notice of such
cancellation or reduction of coverage, file with the City evidence of insurance showing that the
required insurance has been reinstated or has been provided through another insurance
company or companies. City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time during the term
of the SCA to change the amounts and types of insurance required by giving Titan sixty (60)
calendar days' advance written notice of such change. If such change
results in substantial additional cost to Titan, City and Titan may renegotiate Titan's
compensation.
C. Enforcement of SCA Provisions. Titan acknowledges and agrees that any actual or
alleged failure on the part of City to inform Titan of non-compliance with any requirement
imposes no additional obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Titan maintains higher limits than the minimums shown
above, the City requires and shall be entitled to coverage for higher limits maintained by Titan.
Any available insurance proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to and
SMRH:489052675 1 -6-
approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with
these requirements unless approved by City.
F. City Remedies for Non -Compliance. If Titan or any subconsultant fails to provide and
maintain insurance as required herein, then City shall have the right but not the obligation, to
purchase such insurance, to terminate this SCA, or to suspend Titan's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option,
be deducted from amounts payable to Titan or reimbursed by Titan upon demand.
G. Timely Notice of Claims. Titan shall give City prompt and timely notice of claims made
or suits instituted that arise out of or result from Titan's performance under this Contract, and
that involve or may involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
H. Titan's Insurance. Titan shall also procure and maintain, at its own cost and expense,
any additional kinds of insurance, which in its own judgment may be necessary for its proper
protection and prosecution of the Work.
SMRH:489052675 1 -%-
AMENDMENT TO SALES AGREEMENT
This Amendment to Sales Contract Agreement (this "Amendment), dated as of January
31, 2019, is made by and between Titan Health & Security Technologies, Inc., a California
corporation (the "Company") and the undersigned licensee ("Licensee").
RECITALS
WHEREAS, the Company and Licensee entered a certain Sales Contract Agreement
dated as of November 6, 2017 (the "Agreement'); and
WHEREAS, the Company and Licensee desire to amend certain terms of the Agreement,
all as more specifically set forth in this Amendment;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained and intending to be legally bound hereby, the parties agree as follows:
AGREEMENT
1. Recitals, The Recitals set forth above are hereby incorporated herein by reference as if the
same were fully set forth herein.
2. Defined Term. Capitalized terms used herein and not otherwise defined have the meanings
ascribed to them in the Agreement.
3. F,xtension of Term. Notwithstanding anything in the Agreement to the contrary, the
Subscription Period under the Agreement shall end on November 5, 2021, unless sooner
terminated pursuant to the terms of the Agreement, and pursuant to the newly amended
Exhibit A attached hereto.
A. Except as provided in this Amendment, the Agreement is unchanged, shall remain
in full force and effect and shall be binding upon the parties in accordance with its terms. This
Amendment shall be construed as one with the Agreement, and the Agreement shall, where the
context requires, be read and construed throughout so as to incorporate this Amendment.
B. If any part of this Amendment is determined to be illegal or unenforceable, all
other parts shall be given effect separately and shall not be affected.
C. This Amendment shall be governed by, and construed in accordance with, the
laws of the State of California.
D. This Amendment may be executed in counterparts, which, when taken together,
shall constitute one agreement binding on all the parties, notwithstanding that all the parties are
not signatories to the same counterpart. Delivery of an executed counterpart of this Amendment
by telefacsimile or electronic mail shall be equally as effective as delivery of an original of this
Amendment.
SMRH:489052675.1 - I -
IN WMNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
ShM:489052675.1 -2-
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: -Z S I
By:
fir: Aaron C. Harp 02050
City Attorney ow",
ATTEST: �'e vPpq
Date:
U � S
C�11FO RJAI
NP
By: V464 1AV*
Leilani`178r6wrY
City Clerk
LICENSEE: CITY OF NEWPORT
BEACH,
a California municipal corporation
Date: -) - t I--% - i C -A
Detweilk\
ation & Se or Services Director
TITAN: Titan Health & Security
Technologies, Inc. a California
corporation
Date:
By:
Vic A. Merjaniari
Chief Exe cut! ve-bffice r/Secretary
[END OF SIGNATURE,S]
Attachments: Exhibit A — Subscription Order Form
sMRH:489053675.1 -3-
EXHIBIT A
SUBSCRIPTION ORDER FORM
LICENSEE INFORMATION:
Full Licensee Name:
City of Newport Beach — Recreation & Senior Services
Address:
100 Civic Center Dr., Newport Beach, CA 92660
Contact Name:
Brason Alexander
Contact Telephone:
949-6443150
Contact E-mail.
balexander@newportboachca.gov
ORDER INFORMATION:
Number of Currently
Estimated Licenses
Unlimited
Required:
'this number may be revised a1
any time as required to support
the site
Subscription Period:
Effective Date Through:
November 6, 2017- November 6, 2021
Total Quarterly Cost.
$0.00
'Cost based on actual number of
users loaded in the Man HST
system
DEPLOYMENT INFORMATION:
Email: Titan HST's domain @ftnhst.com and specifically, it's notification e-mail
(notification@titanhst.com), have been white -listed by your organization allowing users to receive
relevant emergency communications via email, including, Lockdowns and Broadcasts. YES
Deployment Invitation Method: Deploy users via (select): Email Invitation
Geofence: Limit the ability of users to request help via emergency alerts to specific geographic areas
(e.g. your organization's site)? 'Regardless of this selection, users can receive Lockdowns, Broadcast
Notifications, and Community Safety Status requests regardless of Geofence status.
(select): Yes, Enable Geofence and only allow emergency alerts to be Initiated by users
on site.
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 12/11/18
Dept./Contact Received From: Teri
Date Completed: 12/19/18 Sent to
Company/Person required to have certificate:
Type of contract:
Teri
By:
Titan Health & SeCll
Jan
GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 10/16/18-10/16/19
A.
INSURANCE COMPANY: Massachusetts Bay Insurance Company
B.
AM BEST RATING (A-: VII or greater): A / XV
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1M or greater): What is limit provided?
$IM/$2M
E.
ADDITIONAL INSURED ENDORSEMENT — please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
N/A
F.
not apply to Waste Haulers or Recreation)
❑ Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
® N/A ❑ Yes ❑ No
G.
COMPLETED OPERATIONS ENDORSEMENT (completed
❑ N/A ® Yes ❑ No
H.
Operations status does not apply to Waste Haulers)
❑ Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
® Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes ® No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
IL AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 10/16/18 — 10/16/19
A.
INSURANCE COMPANY: Massachusetts Bay Insurance Company
B.
AM BEST RATING (A-: VII or greater) A / XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
$1,000,000 (included)
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
® N/A ❑ Yes ❑ No
G.
HIRED AND NON -OWNED AUTO ONLY:
❑ N/A ® Yes ❑ No
H.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 4/10/18 — 4/10/19
A.
INSURANCE COMPANY: Allmerica Financial Benefit Insurance Company
B.
AM BEST RATING (A-: VII or greater): A / XV
C.
ADMITTED Company (Must be California Admitted):
® Yes
❑ No
D.
WORKERS' COMPENSATION LIMIT: Statutory
® Yes
❑ No
E.
EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
$1,000,000
F.
WAIVER OF SUBROGATION (To include): Is it included?
® Yes
❑ No
G.
SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
® N/A ❑ Yes
❑ No
H.
NOTICE OF CANCELLATION:
❑ N/A ® Yes
❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY 10/21/18 — 20/21/19 LLOYDS
Rated: A/XV, Non -Admitted Limits: $5M ❑ N/A ❑ Yes ❑ No
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
App
12/19/18
Agent of Alliant Insurance Services Date
Broker of record for the City of Newport Beach
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
/1 ■
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Approved:
Risk Management Date
* Subject to the terms of the contract.
Z
SALES CONTRACT AGREEMENT
This Sales Contract Agreement (the "SCA") is made and entered into as of November 6, 2017, (the
"Effective Date") by and between Titan Health & Security Technologies, Inc., located at 500 Newport
Center Drive, Suite 950 Newport Beach, CA 92660, ("Titan") and City of Newport located at 100 Civic
Center Dr., Newport Beach, CA 92660 ("Licensee").
1. DEFINITIONS. The following terms will have the following meanings: "Administrative Seats"
means the number of user accounts for the Administrative Application that Licensee is authorized to
create for use by its Authorized Users as specified in the Subscription Order Form. "Administrative
Application" means the object code form and/or online service (as made available by Titan to Licensee, in
Titan's sole discretion) of the administrative version of Titan's proprietary emergency services software
system and notification software application and any related documentation made available to Licensee
by Titan. "Application" means the object code form of Titan's proprietary emergency services software
system and notification software application and any related documentation made available to Licensee
by Titan. "Authorized User" means an employee, contractor, student, law enforcement officer, dispatcher,
agent, or parent thereof if under eighteen (18) years of age for whom Licensee has provided an email
address, phone number, or other data to Titan. "Subscription Order Form" means the Program Order
Form mutually agreed upon by the parties and attached to this SCA as Exhibit A that, when this SCA is
signed by both Titan and Licensee, is automatically incorporated into this SCA by reference and creates a
binding contract between the parties. "Seats" means the number of user accounts for the Application that
Licensee is authorized to create for use by its Authorized Users as specified in the Subscription Order
Form.
2. PURPOSE AND INTENT. It is the purpose and intent of this SCA to provide a mutual benefit to
Licensee and Titan on a subscription basis from the Effective Date through the date specified in Exhibit A,
or termination as specified herein, whichever occurs first (the "Subscription Period"). It is expressly agreed
and understood that this SCA is not intended to create any liability for Licensee, claimed, sued over or
collected between the parties. Any questions or concerns regarding the use or application of the license
will be promptly brought to the attention of Titan and Licensee. Either party retains the right to terminate
the license upon ten (10) days' written notice to the other party during the Subscription Period (Section
12 of this SCA).
3. SCOPE OF SERVICES. Titan shall diligently perform all services described in the Scope of Services
attached hereto as Exhibit B and incorporated herein by reference ("Services or Work").
4. LICENSE.
4.1 APPLICATION LICENSE. Titan hereby grants to Licensee a non-exclusive, revocable, non-
transferable, and non -assignable right and license (a) to download and install the Application on the
mobile devices of its Authorized Users for the number of Seats specified in the Subscription Order Form
and (b) to use the Application solely for Licensee's own internal purposes during the Subscription Period.
4.2 ADMINISTRATIVE APPLICATION LICENSE. Titan hereby grants to Licensee a non-exclusive,
revocable, non -transferable, and non -assignable right and license (a) if such functionality is offered, to
download and install the Administrative Application on the mobile devices of Licensee's Authorized Users
for the number of Administrative Seats specified in the Subscription Order Form, (b) to access the
Administrative Application available at: www.titanhst.com for the number of Administrative Seats
specified in the Subscription Order Form; and (c) to use the Administrative Application solely for Licensee's
own internal purposes during the Subscription Period.
S. RESTRICTIONS.
The license granted to Licensee under this SCA is granted solely to Licensee and not, by implication
or otherwise, to any other entity or affiliate of Licensee. Licensee may not assign, sell, rent, lease,
sublicense, lend, transfer, resell or distribute the Application or the Administrative Application to any third
party or use the Application or the Administrative Application on behalf of any third party unless otherwise
agreed to in writing by Titan in its sole discretion. Licensee agrees not to copy the Application or the
Administrative Application, in whole or in part. Licensee agrees not to modify, obscure or delete any
proprietary rights notices included in or on the Application or the Administrative Application or
documentation, and Licensee agrees to include all such notices on all copies. Licensee may not modify the
Application or the Administrative Application, make derivative works based on the Application or the
Administrative Application or merge the Application or the Administrative Application into any other
computer programs. Licensee may not reverse engineer, disassemble or decompile the Application or the
Administrative Application, in whole or in part, or otherwise attempt to derive its source code. Licensee
agrees to use the Application and the Administrative Application in compliance with all applicable laws
and regulations, including, without limitation, applicable export control laws and regulations of the United
States and other jurisdictions. The license granted to Licensee under this SCA is limited to the number of
Seats and Administrative Seats set forth in the Subscription Order Form. Only one person may use a Seat
or Administrative Seat. Two or more people may not share a Seat or Administrative Seat. The foregoing
restrictions are intended to protect Titan's intellectual property rights, while also observing the purpose
and intent of this SCA as set forth in Section 2 of this SCA.
6. LICENSEE OBLIGATIONS.
6.1 Licensee will follow all instructions provided by Titan relating to Licensee's and its
Authorized Users' use of the Application and the Administrative Application. Licensee will provide a valid
email address for each of its Authorized Users. Licensee represents and warrants that it has the right to
provide such email addresses to Titan. Licensee shall be responsible for all use of the Application and the
Administrative Application by its Authorized Users.
6.2 LICENSEE OBLIGATIONS FOR SUBSCRIPTION ORDER FORM. In connection with its
evaluation obligations, Licensee agrees to perform the following duties and authorizes the following
privileges, in addition to any other duties and rights that may be mutually agreed upon in writing by the
parties: (a) fully utilize as many features of the Application or the Administrative Application as is
reasonably possible, (b) permit Titan to monitor and observe Licensee's evaluation and use of the
Application or the Administrative Application, (c) provide Titan with performance reports and a general
evaluation of the Application or the Administrative Application, to the extent reasonably requested by
Titan from time to time, (d) immediately suspend use of the Application or the Administrative Application
when requested by Titan, and (e) timely notify Titan of any issues or irregularities encountered. Licensee
understands and agrees that it may be asked to provide Titan with feedback on the Application and the
Administrative Application, from time to time, via the telephone or in writing. Licensee acknowledges that
Titan shall have unrestricted rights to incorporate into any of Titan's software, technology and/or other
offered services any and all observations concluded by Titan while monitoring Licensee's evaluation and
Page 2
Titan Health & Security Technologies, Inc.
use of the Application or the Administrative Application and any and all results, ideas and suggestions
provided and offered by Licensee with respect to the Application or the Administrative Application.
Licensee hereby assigns to Titan any and all proprietary interest in and to any and all such results, ideas
and/or suggestions without further compensation.
7. TITAN OBLIGATIONS. For each Authorized User who is designated under eighteen (18) years of
age by the Licensee, Titan will obtain verifiable consent and a written waiver from the user and the user's
parent or guardian in form and substance approved by the Licensee. During Subscription Period, Titan
shall provide Licensee with support services upon request for the Application and Administrative
Application, including, but not limited to, support through telephone and e-mail.
8. TITLE. Title and full ownership in and to the Application and the Administrative Application and
all trade secret, copyright and patent rights and all other intellectual property and proprietary rights in
and to the Application and the Administrative Application (including, without limitation, any third -party
software incorporated therein) remain with Titan and its licensors. Licensee is granted the limited license
rights to use the Application and the Administrative Application as described in this SCA. Titan expressly
reserves all intellectual property and proprietary rights not expressly granted under this SCA.
9. USE OF PERSONAL INFORMATION AND OTHER INFORMATION. Titan will only use Authorized
User's personal information and other information forauthorized purposes. This includes sharing personal
information and other information with emergency personnel and responsible government entities in
emergencies, in exigent circumstances, in situations involving danger of death or serious physical injury,
to respond to 9-1-1 requests, or other similar situations. Prior to Titan's use of any personal information
of an Authorized User, Titan will verify with City the Authorized Users consent to use such information.
For user's under eighteen (18) years of age, Titan will obtain verifiable consent from each parent or
guardian of the user in form and substance approved by the Licensee. Titan represents and warrants to
Licensee that any personal information and other information regarding Licensee's Authorized Users that
Titan collects from Licensee or through the Application during the Subscription Period will be treated in
accordance with the provisions of Titan's Privacy Policy, available online at
https://www.titanhst.com/privacy/ (the "Privacy Policy"), and Titan's Terms of Service, available online at
https://www.titanhst.com/terms/ (the "Terms of Service"), made available for Licensee's review on the
Effective Date of this SCA, both of which are incorporated herein by reference. Titan shall notify Licensee
of any modifications to the Privacy Policy and/or Terms of Service within five (5) business days thereof, at
which time if Licensee does not agree with modifications made, Licensee may terminate this SCA, effective
immediately. Titan only maintains user data generated from use of the Site and Services for 90 days unless
a request is made by law enforcement to maintain the data for a longer period of time.
10 FEES. The fee for Licensee's use of the Application or the Administrative Application in accordance
with this SCA during the Subscription Period is specified in Exhibit A. Titan's compensation for all Services
and/or Work performed in accordance with this SCA, shall not exceed Zero Dollars and 00/100
($0.00).NOTHING CONTAINED IN THIS SCA WILL OBLIGATE TITAN TO NEGOTIATE A SUBSEQUENT
SUBSCRIPTION AGREEMENT WITH LICENSEE OR OTHERWISE OBLIGATE TITAN TO CONTINUE TO OFFER
LICENSEE THE FEATURES AND FUNCTIONALITY OF THE APPLICATION OR ADMINISTRATIVE APPLICATION
AFTER THE SUBSCRIPTION PERIOD ENDS.
11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY. Titan does not guarantee the
Application or the Administrative Application will be continuously available or continuously functioning
Titan Health & Security Technologies, Inc. Page 3
during the Subscription Period. Titan is not obligated to provide any update, enhancement, fix or
improvement to the Application or the Administrative Application and Titan may, at its sole discretion,
alter, modify or cease to make available the Application or the Administrative Application or any part of
them or require Licensee to cease using the Application or the Administrative Application or any part of
them.
12. SUBSCRIPTION PERIOD AND TERMINATION.
12.1 SUBSCRIPTION PERIOD. This SCA shall commence on the Effective Date and shall continue
until November 5, 2019, unless earlier terminated as provided for herein (the "Subscription Period").
Upon expiration of the Subscription Period, the parties may mutually agree in writing to renew this SCA
for a subsequent period.
12.2 TERMINATION. The parties may terminate this SCA for any reason without liability upon
ten (10) days written notice to the other party.
12.3 EFFECT OF TERMINATION. Upon termination or expiration of this SCA (a) the Subscription
Period shall end; and (b) all licenses and rights to use the Application and the Administrative Application
granted to Licensee hereunder shall immediately terminate. Those provisions of this SCA that by their
terms or sense are intended to survive termination or expiration of this SCA will survive and remain in full
force and effect, including, without limitation, Sections 1, 2, 4, 5, 6, 8, 10, 11, 12, 14, 16 and 19.
12.4 For each Authorized User who is designated under eighteen (18) years of age by the
Licensee, Titan will obtain a written waiver from each parent or guardian and each user in form and
substance approved by the Licensee regarding the above.
12.5 Titan does not guarantee the Application or the Administrative Application will be
continuously available or continuously functioning during the Subscription Period.
13. DISCLAIMER; INDEMNIFICATION.
13.1 TITAN SPECIFICALLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT AND THOSE ARISING OUT OF COURSE
OF DEALING, USAGE OR TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY LICENSEE FROM TITAN OR THROUGH THE APPLICATION OR ADMINISTRATIVE APPLICATION WILL
CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS SCA.
13.2 NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES ABOUT THE
AVAILABILITY OF ANY NETWORKS OR COMMUNICATIONS LINES OR FUNCTIONING OF ANY MOBILE
PHONE OR DEVICE NECESSARY FOR THE APPLICATION OR ADMINISTRATIVE APPLICATION, OR THE
ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE APPLICATION OR
ADMINISTRATIVE APPLICATION (INCLUDING, WITHOUT LIMITATION, ANY RECOMMENDATIONS OR
OTHER CONTENT AVAILABLE ON OR THROUGH THE APPLICATION OR ADMINISTRATIVE APPLICATION).
13.3 To the fullest extent permitted by law, Titan shall indemnify, defend and hold harmless
City, its City Council, boards and commissions, officers, agents, employees, volunteers, and any person or
entity owning or otherwise in legal control of the property upon which Titan performs the Work or
Titan Health & Security Technologies, Inc. Page 4
Services contemplated by this SCA (collectively, the "Indemnified Parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property), demands,
obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs
and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind
and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any
manner relate (directly or indirectly) to any breach of the terms and conditions of this SCA (including the
negligent, reckless, and/or willful acts of Titan, its principals, officers, agents, employees, vendors,
suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them orforwhose
acts they may be liable, or any or all of them) or the use of any Authorized User's personal information .
13.4 Notwithstanding the foregoing, nothing herein shall be construed to require Titan to
indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct
of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of
attorneys' fees in any action on or to enforce the terms of this SCA. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by either Party.
13.5 IN NO EVENT SHALL TITAN OR ITS AFFILIATES OR ITS RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, REPRESENTATIVES, AND AGENTS BE LIABLE TO LICENSEE, IN CONTRACT OR IN TORT
(INCLUDING NEGLIGENCE), OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY), FOR
ANY (a) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SIMILAR DAMAGES (INCLUDING
FOR LOSS OF PROFIT, REVENUE, OR DATA) ARISING OUT OF OR RELATING TO THIS SCA, EVEN IF TITAN
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM; OR (b) ANY DIRECT DAMAGES ARISING OUT OF
OR RELATING TO THE APPLICATION OR THE ADMINISTRATIVE APPLICATION'S FAILURE TO
CONTINUOUSLY BE AVAILABLE OR CONTINUOUSLY FUNCTION DURING THE SUBSCRIPTION PERIOD.
13.6. INTELLECTUAL PROPERTY INDEMNITY. Titan shall defend and indemnify City, its agents,
officers, representatives and employees against any and all liability, including costs, for infringement or
alleged infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in the Administrative Application provided under this SCA.
14. CONFIDENTIALITY.
14.1 CONFIDENTIAL INFORMATION. Licensee will (and will ensure that its Authorized Users,
officers, directors, employees, subcontractors, representatives, and agents) maintain the strict
confidentiality of the Application and Administrative Application and all information and materials
contained in the Application and Administrative Application and all information and materials
conveyed by Titan to Licensee hereunder, including but not limited to, financial records, marketing
information and the Application's and Administrative Application's features and modes of operation,
inventions (whether or not patentable), techniques, processes, algorithms, schematics, testing
procedures, software design and architecture, computer code, internal documentation, design and
function specifications, analysis and performance information, user documentation and other technical
information, plans and data (collectively, "Titan's Proprietary Information"). This undertaking will not
apply to information that becomes part of the public domain through no act or omission of Licensee or is
in Licensee's lawful possession without violation of obligations to Titan as demonstrated by written
Titan Health & Security Technologies, Inc. Page 5
documentation. Licensee shall not use Titan's Proprietary Information for any other purpose other than
pursuant to the terms set forth in this SCA.
14.2 NON -DISCLOSURE. Licensee will not permit anyone other than its own most trusted
officers, directors, and employees with a need to know to access or use Titan's Proprietary Information.
Licensee will not disclose Titan's Proprietary Information to any third party and will not use Titan's
Proprietary Information other than as expressly authorized hereunder. Furthermore, Licensee: (a)
recognizes that the unauthorized use or disclosure of Titan Proprietary Information will give rise to
irreparable injury to Titan or its licensors for which monetary damages may be an inadequate remedy,
and (b) agrees that Titan or its licensors may seek and obtain injunctive relief against the breach or
threatened breach of Licensee's obligations under this SCA, in addition to any other legal and equitable
remedies which may be available to Titan.
15. CONFLICTS OF INTEREST.
15.1 Titan or its employees may be subject to the provisions of the California Political Reform Act
of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably
be materially affected by the Work performed under this SCA, and (2) prohibits such persons from making,
or participating in making, decisions that will foreseeably financially affect such interest.
15.2 If subject to the Act, Titan shall conform to all requirements of the Act. Failure to do so
constitutes a material breach and is grounds for immediate termination of this SCA by City. Titan shall
indemnify and hold harmless City for any and all claims for damages resulting from Titan's violation of this
Section.
16. GOVERNING LAW AND JURISDICTION. This SCA will be governed by and interpreted in
accordance with the laws of the State of California, without giving effect to any principles of conflict of
laws. Any legal action or proceeding arising under this SCA will be brought exclusively in the federal or
state courts located in Orange County, California and the parties irrevocably consent to personal
jurisdiction and venue therein.
17. STANDARD OF CARE
17.1 All of the Services shall be performed by Titan or under Titan's supervision. Titan represents
that it possesses the professional and technical personnel required to perform the Services required by
this SCA, and that it will perform all Services in a manner commensurate with community professional
standards and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services shall be
performed by qualified and experienced personnel who are not employed by City. By delivery of
completed Work, Titan certifies that the Work conforms to the requirements of this SCA, all applicable
federal, state and local laws, and legally recognized professional standards.
17.2 Titan represents and warrants to City that it has, shall obtain, and shall keep in full force and
effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance
and approvals of whatsoever nature that is legally required of Titan to practice its profession. Titan shall
maintain a City of Newport Beach business license during the term of this SCA.
Titan Health & Security Technologies, Inc. Page 6
17.3 Titan shall not be responsible for delay, nor shall Titan be responsible for damages or be in
default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of
City to furnish timely information or to approve or disapprove Titan's Work promptly, or delay or faulty
performance by City, contractors, or governmental agencies.
18. INSURANCE.
Without limiting Titan's indemnification of City, and prior to commencement of Work, Titan shall
obtain, provide and maintain at its own expense during the term of this SCA or for other periods as
specified in this SCA, policies of insurance of the type, amounts, terms and conditions described in the
Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference.
19. MISCELLANEOUS.
19.1 ASSIGNMENT. Neither party may assign any of its rights or obligations hereunder,
whether by operation of law or otherwise, without the other party's prior written consent. Subject to the
foregoing, this SCA shall bind and inure to the benefit of the parties, their respective successors and
permitted assigns.
19.2 NOTICES.
All notices, demands, requests or approvals, including any change in mailing address, to be given
under the terms of this SCA shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United States mail,
postage prepaid, firstclass mail, addressed as hereinafter provided.
To Titan:
Attn: Vic A. Merjanian
500 Newport Center Drive, Suite 950
Newport Beach, CA 92660
Email: vic@titanhst.com
To Licensee:
City of Newport Beach
Attn: Recreation & Senior Services Director
100 Civic Center Dr.
Newport Beach, CA 92660
19.3 SEVERABILITY. In the event that any provision of this SCA is deemed by a court of
competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform this SCA to
give as much effect as possible to such provision. Any provision which cannot be so modified or reformed
will be deleted and the remaining provisions of this SCA will continue in full force and effect.
19.4 WAIVER. Performance of any obligations required by a party hereunder may be waived
only by a written waiver signed by an authorized representative of the other party, which waiver will be
Titan Health & Security Technologies, Inc. Page 7
effective only with respect to the specific obligation described therein. Any waiver or failure to enforce
any provision of this SCA on one occasion will not be deemed a waiver of any other provision or of such
provision on any other occasion.
19.5 FORCE MAJEURE. Titan will not be responsible for any failure, cloud service failure, or
delay in its performance under this SCA.
19.6 INDEPENDENT CONTRACTORS. In entering into and performing this SCA, the parties
hereto are acting and shall act as independent contractors, and neither is, nor will be deemed to be, an
agent, legal representative, joint venture or partner of the other for any purpose.
19.7 COMPLIANCE WITH ALL LAWS. Titan shall, at its own cost and expense, comply with all
statutes, ordinances, regulations and requirements of all governmental entities, including federal, state,
county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Titan
shall conform to applicable City, county, state and federal laws, rules, regulations and permit
requirements and be subject to approval of the Project Administrator and City.
19.8 CONFLICTS OR INCONSISTENCIES. In the event there are any conflicts or inconsistencies
between this SCA and the Scope of Services or any other attachments attached hereto, the terms of this
SCA shall govern.
19.9 INTERPRETATION. The terms of this SCA shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by reason of the authorship of
the SCA or any other rule of construction which might otherwise apply.
19.10 EQUAL OPPORTUNITY EMPLOYMENT. Titan represents that it is an equal opportunity
employer and it shall not discriminate against any subcontractor, employee or applicant for employment
because race, religious creed, color, national origin, ancestry, physical handicap, medical condition,
marital status, sex, sexual orientation, age or any other impermissible basis under law.
19.11 NO ATTORNEY'S FEES. In the event of any dispute or legal action arising under this SCA, the
prevailing party shall not be entitled to attorneys' fees.
19.12 COUNTERPARTS. This SCA maybe executed in any number of counterparts, each of which
when so executed will be deemed an original and all of which together will constitute one and the same
agreement. Facsimile and electronic (e.g., PDF) signatures shall be as effective as original signatures. This
SCA shall be effective only after it has been duly executed by both parties.
19.13 AMENDMENTS; ENTIRE AGREEMENT. No modification, change, or amendment of this SCA
shall be binding upon the parties, except by mutual express consent in writing of a subsequent date duly
signed by the authorized representatives of each of the parties. This SCA constitutes the entire agreement
and understanding of the parties with respect to the subject matter of this SCA, and supersedes any and
all prior understandings and agreements, whether oral or written, between the parties with respect to
the subject matter of this SCA.
[SIGNATURES ON NEXT PAGE]
Titan Health & Security Technologies, Inc. Page 8
BY SIGNING BELOW, THE PARTIES AGREE TO THE TERMS SET FORTH IN THIS
SCA.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 1 t -j
By:
Aa . Ha
City Attorne
ATTEST:
Date: /
By: G oww�
LuVilani I. Bro
City ClervE�04
LICENSEE: CITY OF NEWPORT
BEACH,
a California municipal corporation
nate• I I. 1 3 - l.1
ura
& Sb6or Services Director
TITAN: Titan Health & Security
Technologies, Inc. a California
corporatlF j � � 7
Date:
By: L G
Vic A. Merjanian
Chief Executiveieer/s�etary
[END OF SIGNATURES]
Attachments: Exhibit A — Subscription Order Form
Exhibit B — Scope of Services
Exhibit C — Insurance Requirements
Titan Health & Security Tech nologies, Inc. Page 9
EXHIBIT A
SUBSCRIPTION ORDER FORM
LICENSEE INFORMATION:
Full Licensee Name:
City of Newport Beach — Recreation & Senior Services
Address:
100 Civic Center Dr., Newport Beach, CA 92660
Contact Name:
Brason Alexander
Contact Telephone:
949-644-3150
Contact E-mail.
balexander@newportbeachca.gov
ORDER INFORMATION:
Number of Currently
Estimated Licenses
Unlimited
Required:
`this number may be revised at
any time as required to support
the site
Subscription Period:
Effective Date Through:
November 6, 2017- November 5, 2019
Total Quarterly Cost:
$0.00
'Cost based on actual number of
users loaded in the Titan HST
system
DEPLOYMENT INFORMATION:
Email: Titan HST's domain @titanhst.com and specifically, it's notification e-mail
(notification@titanhst.com), have been white -listed by your organization allowing users to receive
relevant emergency communications via email, including, Lockdowns and Broadcasts. YES
Deployment Invitation Method: Deploy users via (select): Email Invitation
Geofence: Limit the ability of users to request help via emergency alerts to specific geographic areas
(e.g. your organization's site)? 'Regardless of this selection, users can receive Lockdowns, Broadcast
Notifications, and Community Safety Status requests regardless of Geofence status.
(select): Yes, Enable Geofence and only allow emergency alerts to be initiated by users
on site.
Titan Health & Security Technologies, Inc.
EXHIBIT B
SCOPE OF SERVICES
Titan HST
2 -way Emergency Communication System
General Duties
500 Newport Center Dr., Suite 950
Newport Beach, CA 92660
Telephone (844) 36 -TITAN
Facsimile (888) 248-3794
www.titanhst,com
• Ability for users to communicate alerts and GPS coordinates to administrators and law enforcement within
their organization, if configured.
• Ability for administrators to initiate an organization wide lockdown, reaching users, and law enforcement (if
configured) in record time - notifications received via mobile application, SMS, email, and robo-call, where said
data is provided.
• Group communication between users, administrators and/or law enforcement, via group chat portal, group
audio portal and one-way video stream.
• Ability for administrators and law enforcement to survey the emergency status of an organization's users,
enabling said administrators with the safety status and location of each user who is a part of the organization;
users simply respond to a safety status request, which can be done in the mobile application or via SMS.
Administrators can view their locations via the following map views: Augmented Reality, standard and hybrid
tapping on the pins in the maps enables administrators to call or text said users.
• Administrators and law enforcement can view previous alerts, alert messages and locations initiated by
organizational users for a number of days predetermined by the organization.
• Ability for all users to receive specific emergency broadcast messages, photos, and videos from
administrators and law enforcement- notifications received via SMS, email & robo-call. Additionally, ability for
all users to respond back to broadcast notifications via the mobile application and/or SMS reply, furthering bi-
directional dialogue in a mass broadcast notification scenario; comments left by users on broadcast
notifications are viewable only by administrators/law enforcement.
• Ability for administrators to create pre-set broadcast notification templates.
• Ability for administrators to upload site specific emergency materials, photos, and/or videos; ability for all or
groups of users to view site specific emergency materials as designated by administrators.
• Ability for administrators to export alerts, messages, and broadcast messages with text and photo.
• Web application supports above-mentioned features — all notifications are also received via web push
notifications; the platform is regularly exercised to handle thousands of incoming and outgoing alerts, chat and
broadcasts in the event of a large-scale incident.
• Web application also supports user and organization management capabilities.
• Monthly data reports are generated denoting notification count for alerts, broadcasts and status requests
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Titan's indemnification of City, and prior to
commencement of Work, Titan shall obtain, provide and maintain at its own expense during
the term of this SCA, policies of insurance of the type and amounts described below and in
a form satisfactory to City. Titan agrees to provide insurance in accordance with
requirements set forth here. If Titan uses existing coverage to comply and that coverage
does not meet these requirements, Titan agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently
authorized by the Insurance Commissioner to transact business of insurance in the State of
California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category
Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless
otherwise approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Titan shall maintain Workers' Compensation
Insurance, statutory limits, and Employer's Liability Insurance with limits of at least
one million dollars ($1,000,000) each accident for bodily injury by accident and each
employee for bodily injury by disease in accordance with the laws of the State of
California, Section 3700 of the Labor Code.
Titan shall submit to City, along with the certificate of insurance, a Waiver of
Subrogation endorsement in favor of City, its City Council, boards and commissions,
officers, agents, volunteers and employees.
B. General Liability Insurance. Titan shall maintain commercial general liability
insurance, and if necessary umbrella liability insurance, with coverage at least as
broad as provided by Insurance Services Office form CG 00 01, in an amount not less
than one million dollars ($1,000,000) per occurrence, two million dollars
($2,000,000) general aggregate. The policy shall cover liability arising from premises,
operations, personal and advertising injury, and liability assumed under an insured
contract (including the tort liability of another assumed in a business contract).
C. Technology Professional Liability. (Errors and Omissions) Insurance appropriate to Titan's
profession, with limits not less than $1,000,000 per occurrence or claim, $2,000,000
aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations
as is undertaken by Titan in this SCA and shall include, but not be limited to, claims
involving infringement of intellectual property, including but not limited to infringement
of copyright, trademark, trade dress, invasion of privacy violations, information theft,
damage to or destruction of electronic information, release of private information,
alteration of electronic information, extortion and network security. The policy shall
provide coverage for breach response costs as well as regulatory fines and penalties as
well as credit monitoring expenses with limits sufficient to respond to these obligations.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the
following provisions:
Titan Health & Security Technologies, Inc. Page C-1
A. Waiver of Subrogation. All insurance coverage, excluding professional liability,
maintained or procured pursuant to this SCA shall be endorsed to waive subrogation
against City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Titan or others providing insurance
evidence in compliance with these requirements to waive their right of recovery prior
to a loss. Titan hereby waives its own right of recovery against City, and shall require
similar written express waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability, excess
liability, pollution liability, and automobile liability, if required, but not including
professional liability, shall provide or be endorsed to provide that City, its City
Council, boards and commissions, officers, agents, volunteers and employees shall
be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary basis
and shall not require contribution from any insurance or self-insurance maintained
by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days'
notice of cancellation (except for nonpayment for which ten (10) calendar days'
notice is required) or nonrenewal of coverage for each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the following:
A. Evidence of Insurance. Titan shall provide certificates of insurance to City as
evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation and other endorsements as
specified herein for each coverage. Insurance certificates and endorsement must be
approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term
of this SCA. City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time during the
term of the SCA to change the amounts and types of insurance required by giving
Titan sixty (60) calendar days' advance written notice of such change. If such change
results in substantial additional cost to Titan, City and Titan may renegotiate Titan's
compensation.
C. Enforcement of SCA Provisions. Titan acknowledges and agrees that any actual or
alleged failure on the part of City to inform Titan of non-compliance with any
requirement imposes no additional obligations on City nor does it waive any rights
hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance.
Specific reference to a given coverage feature is for purposes of clarification only as
it pertains to a given issue and is not intended by any party or insured to be all
inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Titan
maintains higher limits than the minimums shown above, the City requires and shall
Titan Health & Security Technologies, Inc. Page C-2
bee ntitled to coverage for higher limits maintained by Titan. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall
be available to the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to and
approved by City. City reserves the right to require that self-insured retentions be
eliminated, lowered, or replaced by a deductible. Self-insurance will not be
considered to comply with these requirements unless approved by City.
F. City Remedies for Non -Compliance. If Titan or any subconsultant fails to provide and
maintain insurance as required herein, then City shall have the right but not the
obligation, to purchase such insurance, to terminate this SCA, or to suspend Titan's
right to proceed until proper evidence of insurance is provided. Any amounts paid
by City shall, at City's sole option, be deducted from amounts payable to Titan or
reimbursed by Titan upon demand.
G. Timely Notice of Claims. Titan shall give City prompt and timely notice of claims
made or suits instituted that arise out of or result from Titan's performance under
this Contract, and that involve or may involve coverage under any of the required
liability policies. City assumes no obligation or liability by such notice, but has the
right (but not the duty) to monitor the handling of any such claim or claims if they
are likely to involve City.
H. Titan's Insurance. Titan shall also procure and maintain, at its own cost and expense,
any additional kinds of insurance, which in its own judgment may be necessary for
its proper protection and prosecution of the Work.
Titan Health & Security Technologies, Inc. Page C-3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 12/5/17
Dept./Contact Received From
Date Completed: 1/5/18 Sent to:
Company/Person required to have certificate:
Type of contract:
Teri
Teri By: Jan/Alicia
Titan Health & Security
I. GENERAL LIABILITY
® N/A
EFFECTIVE/EXPIRATION DATE: 10/16/17 —10/16/18
❑ No
A.
INSURANCE COMPANY: Massachusetts Bay Insurance Company
❑ Yes
B.
AM BEST RATING (A-: VII or greater): A / XV
❑ N/A
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
$1M/$2M
E.
ADDITIONAL INSURED ENDORSEMENT — please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
not apply to Waste Haulers or Recreation)
❑ Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
❑ Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
❑ Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence' wording?
❑ Yes ® No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
11. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION
DATE: Teri has on file 1/5/18
A. INSURANCE COMPANY:
B. AM BEST RATING (A-: VII or greater)
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
N/A
❑ Yes ❑ No
Haulers only):
® N/A
❑ Yes
❑ No
G. HIRED AND NON -OWNED AUTO ONLY:
❑ N/A
❑ Yes
® No
H. NOTICE OF CANCELLATION:
❑ N/A
® Yes
❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 4/10/17-4/10/18
A. INSURANCE COMPANY: Allmerica Financial Benefits Insurance Company
B.
C.
D.
E.
G.
H.
AM BEST RATING (A-: VII or greater): A / XV
ADMITTED Company (Must be California Admitted):
WORKERS' COMPENSATION LIMIT: Statutory
EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater)
WAIVER OF SUBROGATION (To include): Is it included?
SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
NOTICE OF CANCELLATION:
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
Agent o ntur a ices
Broker of record for a Newport Beach
1/5/18
Date
® Yes ❑ No
® Yes ❑ No
$1,000,000
® Yes ❑ No
® N/A ❑ Yes ❑ No
❑ N/A ® Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Risk Management waived 1/5/18.
Approved:
Risk Management Date
* Subject to the terms of the contract.