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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.