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PD Deskofficer Online Reporting SupportDESKOFFICER ONLINE REPORTING SYSTEM SUPPORT AND MAINTENANCE AGREEMENT THIS SUPPORT AND MAINTENANCE AGREEMENT ("Support and Maintenance Agreement") is made on this day of Dg c , 2015, by and between the City of San Rafael, a municipal corporation under the laws of the State of California, located at located at 1400 5th Avenue, San Rafael, California 94901 ("Licensee") and Coplogic, Inc. on behalf of itself and its affiliates, a California corporation, with an office at 1000 Alderman Drive, Alpharetta, Georgia, 30005 ("Licensor"). RECITALS Licensee has obtained a subscription license to use the DeskOfficer Online Reporting System ("Software") for the term of that agreement, more particularly described in the Setup and Subscription License Agreement of the same date. As a part of this Support and Maintenance Agreement, Licensor shall provide support and maintenance services for the Software. SUPPORT AND MAINTENANCE SERVICES 1. Generally. During the duration of this Support and Maintenance Agreement, Licensor shall provide to the Licensee a subscription license, as well as support and maintenance for the Software purchased in accordance with the terms of this Support and Maintenance Agreement and the response time described in Schedule A, attached hereto. Support includes an annual review of current outstanding questions and usage issues at Licensee request; the provision of new and upcoming releases of updates; and enhancements made to the Software that the Licensee is licensed to use that are generally made available without additional charge to other users of the Software with similar support and maintenance contracts. 2. Hours of Support. Licensor will provide the support services during the hours as described in Schedule A attached hereto. 3. New Releases. Licensor will, from time -to -time issue new releases of the software, and when it does, it will provide a copy of the release documentation, and/or updated user or system documentation. If any part of the Licensee's custom code is not part of the general release delivered by Licensor, then Licensor will assist and provide guidance for integrating the custom code into the new release. Any time taken to modify or repair unauthorized changes that may require Licensor assistance to modify may be billed at Licensor's then current pricing schedule. 4. Exceptions. Corrections for difficulties or defects traceable to the Licensee's errors or unauthorized changes, Licensee's hardware, or conflicts with other software not identified by Licensor as compatible or part of the recommended operating environment may be subject to billing at Licensor's current standard time and material charges. S. Exceptions (Should Licensee Elect to Self -Host Software). Licensor is not responsible for maintaining unauthorized Licensee modified portions of the Software, Licensee data files or for maintaining portions of the Software affected by unauthorized Licensee modified portions of the Software. The Licensee agrees that the equipment on which the Software operates will be operating properly at all times and must have been and continue to be properly maintained by the manufacturer of the equipment or a properly qualified service organization. Qt'ovve-o, Coplogic— DORS Support and Maintenance Agreement (DK_11.20.15) Page 1 of 9 tos (rj . �� �. `' 14 -3-(9086 It 1-3-30 The Licensee will be responsible for properly testing and applying routine virus updates and security patches without the need for additional Licensor's notification. Licensor will be responsible for testing Licensor's software updates prior to making them available to the Licensee. The Licensee acknowledges responsibility for testing Licensor's software updates before applying them to the Licensee's production systems. For servers running Licensor's software, the Licensee acknowledges responsibility for communicating with Licensor prior to installation of non- Licensor's software service packs, implementation of new releases or versions of non- Licensor's software, or installation of new non- Licensor's software products. Except for emergency replacement of a failing server, the Licensee acknowledges responsibility for communicating with Licensor prior to replacing a server on which Licensor's software is being used. Licensor is not responsible for changes if related to or caused by software not provided by Licensor. For workstations running Licensor's software, the Licensee acknowledges responsibility to test new workstation configurations, software service packs, new releases or versions of software, and new software products prior to implementation. The Licensee must upgrade the Software in its entirety to the most recent version within seven business days of the release of any updates or modifications of the Software unless otherwise mutually agreed. Licensee must provide Licensor with VPN access or a comparable remote access method (eg. LogMein, TeamViewer) to upgrade the Software. Licensor will not be obligated to provide support for release versions that are more than two release versions older than the current version unless specified in this Support and Maintenance agreement. The Licensee agrees that, subject to and in accordance with the Licensee's internal policies and guidelines, it will upgrade the computer operating software, hardware and underlying database engines of the Software as necessary to meet the changing requirements of the Software as specified by Licensor as part of a current release of the Software, or as the parties mutually agree. The Licensee agrees that, subject to and in accordance with the Licensee's internal policies and guidelines, it will maintain appropriate licenses for the computer operating software and underlying database engines required of the Software as necessary. 6. Limitations. Licensor may, in its sole discretion, limit or suspend Licensee's access to support, pursuant to this Support and Maintenance Agreement, where (1) Licensee is in material default under the terms of this Support and Maintenance Agreement (non-payment is deemed to be a material default), or (2) Licensee fails to provide adequately trained staff to administer the Software. Prior to limiting or suspending support, Licensor will give the Licensee thirty (30) days written notice of its intention to do so and actively participate with the Licensee to remedy any such default or failure. 7. Term. This Support and Maintenance Agreement commences on December 15, 2015 and expires on December 14, 2020. COST 8. Annual Fee. During the term of this Support and Maintenance Agreement, the Licensee shall pay Licensor an annual license, support and maintenance fee ("Annual Fee") for which the Software license and support is being provided. The Annual Fee for each year during the term of this Agreement shall be as follows: December 15, 2015 through December 14, 2016 $5,169.00 Coplogic — DORS Support and Maintenance Agreement (DK_11.20.15) Page 2 of 9 December 15, 2016 through December 14, 2017 $5,427.00 December 15, 2017 through December 14, 2018 $5,698.00 December 15, 2018 through December 14, 2019 $5,983.00 December 15, 2019 through December 14, 2020 $6,282.00 The Annual Fee for the first (1st) year is due upon execution of this agreement and will be invoiced by Licensor annually thereafter. Late Payments. All invoices will be sent at least thirty (30) days prior to their due date. Payments received forty-five (45) days after their due date will be assessed a 10% late fee. 9. Taxes. In addition to other amounts payable under this Support and Maintenance Agreement, Licensee shall pay any and all federal, state, municipal, or other taxes, duties, fees, or withholding currently or subsequently imposed on Licensee's use of the Software or the payment of the Annual Fee to Licensor, other than taxes assessed against Licensor's net income. Such taxes, duties, fees, withholding, or other charges shall be paid by Licensee or Licensee shall provide the appropriate authority with evidence of exemption from such tax, duty, fee, withholding, or charge. If Licensor is required to pay any such tax, duty, fee, or charge, or to withhold any amount from monies due to Licensor from Licensee pursuant to this Support and Maintenance Agreement, Licensee shall promptly reimburse Licensor any such amounts. LICENSEE'S OBLIGATION 10. The Licensee Agrees to: (a) Furnish descriptions of problem(s) in the form reasonably requested by Licensor Support representatives; (b) Assist Licensor's efforts to reproduce the problem(s) in the applicable operating environment, and (c) Make available qualified, trained staff on-site to carry out Licensor's instructions and/or provide remote access to system(s) as requested by Licensor. 11. The Licensee shall designate a sole Support Contact to provide routine end user support for the Licensee personnel concerning the Product. 12. The Licensee shall take appropriate steps to educate its end users about the need to contact the Support Contact (rather than Licensor directly) when support is needed. The Licensee shall appropriately publicize the name, telephone number, and/or fax number and/or electronic mail address if applicable, of the Support Contact. 13. Access to Data and System. The Licensee agrees to provide Licensor with data dumps, as requested, remote access to the Software system, and with sufficient test time on the Licensee's computer system to duplicate the problem, to certify that the problem is with the Software, and to certify that the problem has been corrected. 14. The Licensee shall install and maintain for the term of this Support and Maintenance Agreement, a reasonable and satisfactory method of direct remote computer access to the Software. The Licensee shall pay for the installation and maintenance of such access. Licensor shall use this access Coplogic — DORS Support and Maintenance Agreement (DK_11.20.15) Page 3 of 9 service in connection with error correction, software updating and user support only, and only upon prior written or email notice to the Licensee, and Licensee's acknowledgment of that notice. 15. Licensor agrees that all release versions will be tested for installation in a computer environment substantially similar to the Licensee's and that all releases will be free of material defects that would affect the orderly continuation of Licensee's use of the Product. 16. The parties agree that Licensor is not obligated to ensure that its new release of the Software is compatible with outdated (exceeding 4 years from date of initial release) hardware, computer operating software or database engines). CONFIDENTIALITY 17. Confidential Information. (a) The term "Confidential Information" shall mean any and all information, which is disclosed by either party to the other verbally, electronically, visually, or in a written or other tangible form, which either is identified or should be reasonably understood to be confidential or proprietary. Confidential Information includes, but is not limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, customer lists, employee information, financial information, confidential information concerning Licensor's business, as Licensor has conducted it or as it may conduct itself in the future, confidential information concerning any of Licensor's past, current, or possible future products or manufacturing or operational methods, including information about Licensor's research, development, engineering, purchasing, manufacturing, accounting, marketing, selling or leasing, and any software (including third party software) provided by Licensor. Licensor's Confidential Information shall be treated as strictly confidential by Licensee and shall not be disclosed by Licensee except to those third parties with a need to know and that are operating under a confidentiality agreement with non -disclosure provisions no less restrictive than those set forth herein. This Support and Maintenance Agreement imposes no obligation upon the parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (i) was in the possession of, or was rightfully known by the Licensor without an obligation to maintain its confidentiality prior to receipt from other party; (ii) is or becomes generally known to the public without violation of this Support and Maintenance Agreement; (iii) is obtained by Licensee in good faith from a third party having the right to disclose it without an obligation of confidentiality; (iv) is independently developed by Licensee without the participation of individuals who have had access to the Confidential Information or (v) is required to be disclosed by court order or applicable law, provided that Licensee promptly notifies Licensor in order for the disclosing party to have an opportunity to seek an appropriate protective order. The Licensee shall not obtain, by virtue of this Support and Maintenance Agreement, any rights title or interest in any Confidential Information of the Licensor. Within fourteen (14) days after termination of this Support and Maintenance Agreement, each party shall certify in writing to Licensor that all copies of Licensor's Confidential Information in any form, including partial copies, have been destroyed or returned to Licensor. (b) Licensor acknowledges that the Licensee is a governmental agency and may be required to disclose certain information under requests made according to provisions of the Public Records Act. Licensee shall give notice to Licensor of any request for the disclosure of any information set apart and marked "confidential," "proprietary" or "trade secret" by Licensor. Licensor shall then have five (5) days from the date it receives such notice to enter into an agreement with Coplogic — DORS Support and Maintenance Agreement (DK_11.20.15) Page 4 of 9 Licensee providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiff's attorney's fees) incurred by Licensee in any legal action to compel the disclosure of such information under the Public Records Act. Licensor shall have the sole responsibility for the defense of the actual proprietary or trade secret designation of such information. The parties understand and agree that any failure by Licensor to respond to the notice provided by Licensee and/or to enter into an agreement with Licensee, as set forth above, shall constitute a complete waiver by Licensor of any nondisclosure or confidentiality rights hereunder with respect to such information, and such information shall be disclosed by Licensee pursuant to applicable procedures required by the Public Records Act. (c) Licensee shall protect the deliverables resulting from Services with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which Licensee utilizes for Licensee's Confidential Information. (d) The terms of this Section shall survive termination of this Support and Maintenance Agreement. Licensor and Licensee acknowledge that any breach of this Section by Licensee will irreparably harm Licensor. Accordingly, in the event of a breach, Licensor is entitled to promptly seek injunctive relief in addition to any other remedies that the disclosing party may have at law or in equity. TERMINATION 18. The Licensee may terminate this Support and Maintenance Agreement at any time and for any reason upon thirty (30) days prior notice to Licensor. Termination of this Support and Maintenance Agreement by Licensee prior to its expiration shall not result in the refund of any Annual Fee already paid to Licensor for the then current year of the term. In the event of a material default by the Licensee under this Support and Maintenance Agreement, Licensor may terminate this Support and Maintenance Agreement upon thirty (30) days prior notice to Licensee, provided that Licensee has been given thirty (30) days' notice to cure the default. INDEMNITY 19. Licensor shall indemnify, hold harmless, and defend, with counsel acceptable to Licensee, the Licensee (including its elected officials, officers, agents and employees) from and against any and all claims (including all litigation, demands, damages, liabilities, costs, and expenses, and including court costs and attorney's fees) resulting or arising from performance, or failure to perform, under this Support and Maintenance Agreement. Should any claim subject to indemnity be made against Licensee, agrees to provide Licensor with prompt written notice of the claim. Licensor will control the defense and settlement of any claim with respect to which it has a duty to indemnify under this Section. The Licensee agrees to cooperate with Licensor and provide reasonable assistance in the defense and settlement of such claim. Licensor is not responsible for any costs incurred or compromise made by the Licensee unless Licensee has given Licensor prior written consent to the cost or compromise. LIMITATION OF LIABILITY Coplogic — DORS Support and Maintenance Agreement (DK_11.20.15) Page 5 of 9 20. In no event shall Licensor be liable for any indirect, special, incidental, or consequential damages in connection with this Support and Maintenance Agreement or the performance or failure to perform under this Agreement, even if advised of the possibility of such damages. To the extent permitted by law, Licensor's total aggregate liability in connection with any cause of action, costs or damages relating to this Support and Maintenance Agreement shall not exceed the annual fees received by Licensor from Licensee in the twelve (12) month period preceding the event giving rise to the claim. GENERAL 21. A party may not assign its rights or obligations under this Support and Maintenance Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Licensor may assign its rights and obligations hereunder to a subsidiary, affiliate of Licensor, or to a successor who acquires the business and assets of Licensor. 22. This Support and Maintenance Agreement, together with Schedule A, which is incorporated herein by reference, is the sole and entire Agreement between the parties. This Support and Maintenance Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter, except for the concurrently executed Setup and License Agreement. No modification or amendment of this Support and Maintenance Agreement will be valid or binding unless reduced to writing and duly executed by the party or parties to be bound. 23. Each party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party; provided that, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause or effect of such delay or failure to the extent the party is able. In the event of such delays, the timetables shall be extended by as many calendar days as the delay caused by forces outside the reasonable control of the parties. 24. This Support and Maintenance Agreement may be executed in separate counterparts, each of which so executed and delivered shall constitute an original, but all such counterparts shall together constitute one and the same instrument. Any such counterpart may comprise one or more duplicates or duplicate signature pages, any of which may be executed by less than all of the parties provided that each party executes at least one such duplicate or duplicate signature page. The parties stipulate that a photocopy of an executed original will be admissible in evidence for all purposes in any proceeding as between the parties. 25. Any provision of this Support and Maintenance Agreement or part thereof found to be illegal or unenforceable shall be deemed severed, and the balance of the Agreement shall remain in full force and effect. 26. This Support and Maintenance Agreement shall be governed and construed in accordance with the laws of the State of California. Venue of any action brought with regard to this Support and Maintenance Agreement shall be in Contra Costa County, California. (SIGNATURES APPEAR ON THE FOLLOWING PAGE) Coplogic — DORS Support and Maintenance Agreement (DK_11.20.15) Page 6 of 9 The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they are signing to sign this Support and Maintenance Agreement and to bind their respective party thereto. Coplogic, Inc. (LICENSOR) ( gnature)William S. Madison CEO Insurance Solutions (Typed or Printed Name and Title) k%i Ib(,310L5— (Date) City of San Rafael, a Municipal Corporation (LICENSEE) ignat rer) J1 ScrjuTZf (Typed or Printed Name and Title) (Date) 12- 2`1-A" lappr Ve as to fo rfe Coplogic — DORS Support and Maintenance Agreement (DK_11.20.15) Page 7 of 9 SCHEDULE A Licensor Hours of Support and Maintenance Service are as follows: Rep,ular Hours of Service (Pacific Time): After Hours Service (Pacific Time): 0900 to 1700 hours, Monday to Friday (excluding 1701 to 0859 hours, Monday to Friday Holidays observed by the U.S. Federal Govt.) Saturdays & Sundays Holidays E-mail received bv: E-mail received bv: Licensor staff at support(@coolopic.com Licensor staff at lqpport(@coD[oL-ic.com Incident/Request for Service Priority. All support and maintenance incidents/ requests for service will be prioritized on the following basis: Priority Definition A Work is stopped to the point that critical business activities cannot continue. e.g. Loss of use of major features, file system corruption, data loss, security issue, system outage. B Issues or features of the product are preventing normal operations. C Non-critical features, for which a convenient or reasonable work around exists, or a feature which functions unexpectedly. Slight inconvenience. Response Time. The following table outlines the response times for each priority: Priority Response Time During Regular Hours of Service A 2 hours B (2) business days of Licensor receipt of verbal, written or electronic notice thereof and to correct the Priority B Issue by the Licensee's reasonably requested date. If the Priority B Issue is not corrected within 2 business days of the original notification Licensor will provide the Licensee with reports of its efforts to correct the Priority B Issue as requested by Licensee. C As time permits basis or inclusion in the next scheduled update to the Licensed Product. Response Time During After Hours of Service 6 hours from time of notifying the vendor contact(s) through voice mail or e-mail Not available Not available Coplogic — DORS Support and Maintenance Agreement (DK_11.20.15) Page 8 of 9 1. Incident/Request for Service Reoortins Procedure All problems, queries or requests for assistance must be made to Licensor at support@coplogic.com, during regular business hours of service. Licensee must be prepared to leave a contact name, phone number, workstations affected, screenshots, a description of the problem/service and the impact. Licensor's resources will work with the Licensee to diagnose the problem. After investigating the issue, Licensor and the Licensee will jointly categorize the problem into: Type of Problem Licensee Server Hardware Problem Desktop Hardware Problem Licensee Network Communication Isolated Workstation Issue Licensee Database Performance/storage Application or software related Ownership Licensee Licensee Licensee Licensee i Licensee Licensor Licensor will deal with problem/incident according to the priority assigned. In the case that a problem cannot be readily resolved, Licensor will attempt to identify a work around. As soon as Licensor corrects an Issue, Licensor shall notify the Licensee that the Issue has been corrected by sending an electronic mail. Coplogic— DORS Support and Maintenance Agreement (DK_11.20.15) Page 9 of 9