PEREGRINE CUSTOMER ORDER FORM
Customer Information
Customer Name: Anaheim Police Department Contact: Chief of Police, Jorge Cisneros Address: 425 S Harbor Blvd, Anaheim, CA
92805
Phone: (714) 765-1900
Email: [email protected] Fax: N/A
Peregrine Services
Effective Date: January 24, 2023
Term: The term of this Agreement shall commence on January 24, 2023, and shall terminate on January 23, 2024, unless terminated earlier pursuant to Section 11 of this Agreement. The Anaheim Chief of Police shall have the authority to renew this agreement for four (4) consecutive one (1) year periods (the “renewal terms”).
Service Fee: Unless not renewed or terminated as set forth in the Terms and Conditions, Customer shall pay Peregrine a service fee of $300,000 annually as follows:
a. Annual fee within 30 days of the Effective Date
b. Annual fee within 30 days of January 24, 2024
c. Annual fee within 30 days of January 24, 2025
d. Annual fee within 30 days of January 24, 2026
e. Annual fee within 30 days of January 24, 2027
The parties agree that full and complete payment for all services rendered pursuant to this agreement, shall not exceed One Million Five Hundred Thousand Dollars and No Cents ($1,500,000).
Users: Customer may allow an unlimited number of employees of the Anaheim Police Department (APD) to access and use the Service.
Onboarding and Training Services: Peregrine will provide Customer with an introductory training session that provides an overview of the Service, background on accessible data sources as of the Effective Date and an introduction to the analytic capabilities of the Service. Peregrine will provide additional training, including refresher sessions and advanced training modules, from time to time upon mutual agreement of the parties.
Professional Services: Peregrine will provide access to the Peregrine platform and integrate data from the following customer source systems to enable priority workflows, as described below: CAD – Versaterm; RMS - Versaterm, AVL – Versaterm, VMS – Milestone, Evidence and body worn cameras – Axon, Vehicle Trackers, Utilities information if and as allowed by law, ESRI ArcGIS geospatial layers, County- managed JMS (assuming access is provided), LPR – Vigilant and Flock, and an additional system to be determined by mutual agreement between customer and Peregrine. Peregrine will integrate data from these systems via the following methods and with assistance from the customer as outline below.
Please note that the following information is based on Peregrine’s current understanding of the customers source systems and its network access requirements. If that understanding should change, Peregrine will work with the customer to ascertain the best method for integrating data from those systems.
Additionally, Peregrine understands that it is the customer’s preference to integrate with their existing Single-Sign-On (SSO) solution, Microsoft Azure Active Directory, to facilitate user account provisioning and login. Peregrine will provide the customer with step-by-step directions to allow Peregrine to integrate with the customer’s SSO and the customer will provide Peregrine with information needed to establish a connection to the SSO, including the proper SAML signing certificate and login URL.
Source System Hosting “Location” Peregrine
Preferred Data
Integration
Method
What Does
Peregrine Need
from Customer?
Notes
Versaterm CAD Customer On
Premise
SQL Server Query Assistance to
establish a network
connection via
Encrypted Tunnel;
a read- only SQL
server account;
access to a
customer subject
matter expert with
knowledge of
source system and
how its data is
used today.
Peregrine has
integrated with
many on- premise
industry-standard
CAD systems
utilizing this
method.
Versaterm RMS Customer On
Premise
SQL Server Query Assistance to
establish a network
connection via
Encrypted Tunnel;
a read- only
account to the
INFORMIX
solution; access to
a customer subject
matter expert with
knowledge of
source system and
how its data is
used today.
Peregrine has
integrated with
many on-premise
industry-standard
RMS systems
utilizing this
method. We
understand that
the system runs on
Linux and is based
on the INFORMIX
solution, which
utilizes SQL stores.
Versaterm AVL Customer On
Premise
SQL Server Query Assistance to
establish a network
connection via
Encrypted Tunnel;
a read- only SQL
server account;
access to a
customer subject
matter expert with
knowledge of
source system and
how its data is
used today.
Peregrine has
integrated with
many on-premise
industry-standard
AVL systems
utilizing this
method.
Milestone VMS Customer On
Premise
Real Time
Streaming Protocol
(RSTP) feed
Assistance to
establish a network
connection via
Encrypted Tunnel;
a user account with
access to RSTP
stream; access to a
customer subject
matter expert with
knowledge of
source system and
its configuration.
Peregrine has
integrated with on-
premise Milestone
VMS servers at
several customers
utilizing this
method.
Axon Evidence &
Body Worn Camera
Footage
3rd Party Vendor
Cloud
API Peregrine will
provide the
customer with
instructions to
create a new API
user. Customer will
create and share
with Peregrine the
API user and
endpoint
information.
Peregrine has
integrated with
Axon’s API at
several customers
and has an API use
agreement in
place.
Vigilant LPR 3rd Party Vendor
Cloud
API Peregrine will
provide the
customer with a
standard access
Vigilant API
request form,
which the
customer will sign
and provide to
Peregrine.
Peregrine has
integrated with
Vigilant’s API at
several customers
and has an API use
agreement in
place. Peregrine
will retain LPR
reads for 90 days.
Flock LPR 3rd Party Vendor
Cloud
API Peregrine will
provide the
customer with a
standard access
Flock API request
form, which the
customer will sign
and provide to
Peregrine.
Peregrine has
integrated with
Flock’s API at
several customers
and has an API use
agreement in
place. Peregrine
will retain LPR
reads for 90 days.
County- Managed
JMS
Orange County
Sheriff Department
On Premise
Read-only SQL
server account
Customer and
Orange County
Sheriff Department
will sign
appropriate
Memorandums of
Understanding
(MOU) to allow
Peregrine to
provide access to
agreed upon data
to either party.
Peregrine will
integrate this data
via a separate
contract with the
Orange County
Sheriff Department
and will allow
access to such data
to the customer
when available.
Vehicle Trackers 3rd Party Vendor
Cloud
API or CSV export Peregrine will
provide the
customer with an
Peregrine has
integrated with
many 3rd Party
API request form
to submit to the
vendor, the
customer will assist
Peregrine in
obtaining an
appropriate API
token or access
point for CSV
exports of data
vendor open APIS
and open-standard
file format export
interfaces.
ESRI ArcGIS Layers Customer On
Premise
Ready-only ESRI
feature server
account and/or
manual import
Assistance to
establish a network
connection via
Encrypted Tunnel;
a read-only ESRI
feature server
account; access to
a customer subject
matter expert with
knowledge of
source system and
which layers are
important to the
Anaheim PD.
Peregrine will only
integrate layers
authorized by the
customer and
understands that
authorized layers
may live within the
Anaheim PD’s ESRI
server and/or the
City of Anaheim’s
ESRI server.
Additional System
To Be Determined
N/A N/A N/A Peregrine will work
with the customer
to integrate an
additional data
source that
supports the
priority workflows
identified below.
This additional
data source is to be
determined by
mutual agreement
between Peregrine
and the customer.
Priority Workflows Supported
Using existing data integrated from the APD systems above, Peregrine will support users from across different department functions and enable:
1. Comprehensive support for analysis and investigations that will allow users to access and automatically link critical information from across existing APD systems in a single platform.
2. Dynamic case solvability analysis that will enable increased clearance rates for priority crime types, such as property crime. Peregrine will allow analysis of solvability information without requiring users to open individual reports, one-at-a-time, and allow for examination of cases holistically by linking records to information from other APD systems. Additionally, Peregrine will support continuous, dynamic analysis of case solvability as new information and cases enter the system daily and allow for linking solvability analysis to prolific offender information.
3. Interoperability with key county systems including the JMS to enable seamless collaboration and information sharing.
4. Department-wide and team-specific information briefings that streamlines or automates the creation of information products and statistical analyses used in theses briefings. Peregrine will support the creation of automated and live analytical products that can be customized to specific
Peregrine services are provided subject to the terms set forth above on this Order Form together with the attached terms and conditions (the “Terms and Conditions,” and together with this Order Form, the “Agreement”). Any capitalized term used in this Order Form but not defined herein shall have the meaning ascribed to it in the Terms team and briefing needs (e.g., a property crimes-focused briefing) and are updated in real-time with the most recent information.
5. Implementation of community-oriented policing strategies that allow the APD to go beyond hot spot methods and simple visualizations and identify drivers of crime trends at the macro and micro (e.g., block) levels that inform proactive and effective crime reduction and intervention strategies tailored to specific community needs.
Intended Project Schedule
Each Peregrine implementation consists of four steps to maximize success and impact at the outset of our partnership. Please note that timelines assume timely network and source system access. Those items which Peregrine needs from the customer to facilitate that access are outlined in the Source System Integration Details Table.
Milestone Delivery Timeline Key Deliverables
1 – Kickoff and Scoping
Week 2 1. Determine priority order of data
integrations and user groups;
2. Facilitate customer network
access where needed;
3. Facilitate access to data sources
and initial users;
4. Set up project team and steering
committee
2 – Data Integration, Data
Modeling, and User Discovery
Month 2 1. Deploy the Peregrine platform;
2. Configure permission controls;
3. Ingest, integrate, transform,
model, and validate data sources;
4. Introduce platform to the first
set of users;
5. Conduct 30 and 60-day steering
committee review
3 – Real-time Workflows and
Analytics
Month 2 1. Initiate user training;
2. Develop and implement user
and team-specific workflows;
3. Conduct 60-day steering
committee review
4– Operationalization and Next
Steps
Month 3 and Continuing 1. Continue collecting feedback
and improve user workflows;
2. Validate work based on
actionable results;
3. Identify other next steps;
4. Begin regular user trainings;
5. Conduct 90-day steering
committee review (quarterly
thereafter)
Any additional data integrations or new functionality shall be subject to mutual written agreement of the parties, including with respect to fees. All additional data integration services or new functionality and corresponding fees will be set forth in an SOW.
For clarity, Peregrine will provide any other Professional Services and additional data integration services in accordance with Section 2.2 of the Terms and Conditions.
and Conditions. By signing this Order From, Peregrine and Customer each agree to the terms and conditions set forth in this Agreement. In the event of any conflict between this Order Form and the Terms and Conditions, the terms of this Order Form shall govern to the extent of such conflict. This Order Form may be executed in counterparts (which may be delivered by electronic mail of .pdf files), each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.
Peregrine: Customer:
By: By:
Name: Nicholas Noone Name: Jorge Cisneros
Title: President & CEO Title: Chief of Police
Attest:
____________________________________
[XX]
TERMS AND CONDITIONS
Appendix A: Peregrine Software License Agreement Terms and Conditions These Terms and Conditions govern the provision of the services described on the attached Order Form (“ Order Form”) by Peregrine Technologies, Inc. (“Peregrine”) to you (“Customer”). By executing an Order Form with Peregrine, Customer agrees to be bound by these Terms and Conditions.
1. Definitions.
“CJIS Security Policy” means the FBI CJIS Security Policy document as published by the FBI CJIS Information Security Officer, currently located at https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center. “Criminal Justice Information Services Division” or “CJIS” means the FBI division responsible for the collection, warehousing, and timely dissemination of relevant criminal justice information to the FBI and to qualified law enfo rcement, criminal justice, civilian, academic, employment and licensing agencies.
“Customer Data” means any of Customer’s data, information, documents or electronic files that are provided to Peregrine via the Services or otherwise in connection with this Agreement, including any databases Customer procures from third party vendors for Peregrine’s integration with the Service.
“Documentation” means the materials supplied by Peregrine hereunder, in any media, including any and all installer’s, operator’s an d user’s manuals, training materials, guides, functional or technical specifications or other materials for use in conjunction with the Service.
“Professional Services” has the meaning specified in Section 2.2. “Service” means Peregrine’s web and iOS mobile applications that assist Users with criminal investigations and police leadership decision making. For purposes of this Agreement, the Service is exclusive of Professional Services that may be rendered upon mutual agreement of the parties in accordance with Section 2.2. “SOW” has the meaning specified in Section 2.2.
“Third Party Data” means any third party databases that Peregrine licenses from third party vendors and makes accessible via the Service. For clarity, Third Party Data does not include any Customer Data. “Users” means the individuals authorized by Customer to use the Service in accordance with the terms in the Order Form (including number and type of individuals who may access the Service) and that have been supplied user identifications an d passwords by Peregrine.
2. Provision of the Service and Additional Services.
2.1. Service. During the Term and subject to the terms and conditions of this Agreement, including payment of the fees set forth on the Order Form, Peregrine shall provide Customer with the right to: (a) access and use the Service for up to the number of Users set forth in the Order Form, and (b) to download and reproduce the applicable Documentation solely for internal use in association with the Service. Peregrine shall provide Cust omer with authentication credentials for individual Users upon written request from authorized personnel of Customer, (ii) onboarding and training services as set forth in the Order Form (“Onboarding and Training Services ”), and (iii) telephone and standar d technical support to Customer during normal business hours (“ Technical Support”). Except as set forth herein, Peregrine shall, at its sole cost and expense, provide all facilities and equipment that may be necessary for Peregrine to perform the Services.
2.2. Professional Services. Except as set forth in the Order Form, in the event that Customer requests that Peregrine perform data integration, configuration or implementation services regarding the Service, including integration of Customer Data or Third Party Data and creation of specific modifications to the Service (but excluding any Onboarding and Training Services), Peregrine will discuss the scope and fees for such services and, if agreed, such work will be performed pursuant to a statement of work exe cuted by the parties and referencing this Agreement that describe such scope and fees (an “ SOW,” and such services, the “Professional Services”). Any fees associated with the Professional Services shall be set forth in the applicable SOW and Customer shall pay such fees in accordance with Section 4.2 below.
2.3. Access and Policies. Customer will permit Peregrine access to Customer’s offices and any other facilities necessary for Peregrine to provide the Service, Onboarding and Training Services, Technical Supp ort, and any Professional Services.
Peregrine agrees to, and cause its personnel to, abide by Customer’s facilities access and use policies as provided by Customer to Peregrine in writing in advance of any on -site visits. Peregrine will coordinate with Cu stomer to collect and process Customer Data and to access Customer’s production platform for the Service in order to provide the Service, Technical Support and Professional Services. Peregrine agrees to comply with the CJIS Security Policy in connection with its access to Customer Data, including CJIS -defined policies for remote access . Peregrine agrees to complete and comply with the terms of Customer’s Third Party Connection Agreement, attached as Exhibit A.
2.4. Compliance with Applicable Laws . Each party and its agents shall comply with all laws applicable to the performance or receipt, as applicable, of the Services hereunder. Peregrine shall also, to the extent required by the California Labor Code , pay not less than the latest prevailing wage rates as determined by the California Department of Industrial Relations.
2.5. Licenses and Permits. Peregrine and its employees, agents, and any subcontractors have, and will maintain at their sole cost and expense, all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. In addition to the foregoing, Peregrine and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from Customer as required by law.
2.6. Nondiscrimination and Equal Opportunity. Peregrine shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, genetic information, marital status, sex, sexual orientation, gender or gender identity, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Peregrine under thi s Agreement. Peregrine shall comply with all applicable federal, state, and local laws, policies, rules, and requirements rela ted to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Peregrine thereby.
3. Use of Service.
3.1. Users. Customer may grant access to the Service to only the number and type of Users specified on the Order Form. Customers shall ensure that its Users do not share or transfer their User credentials to other Customer employees or any other individuals.
3.2. Customer Responsibilities. Customer is responsible for all activities that occur under User accounts. Custome r also shall:
(a) ensure it has all rights necessary for Peregrine to integrate the Customer Data with the Service; (b) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (c) prev ent unauthorized access to, or use of, the Service, and notify Peregrine immediately of any unauthorized access or use; and (d) comply with al l applicable laws in using the Service. Customer agrees to provide its Users with the applications necessary to r un the Service as set forth in the Documentation.
3.3. Use Restrictions. Customer shall use the Service solely for its internal business purposes in accordance with this Agreement.
Customer shall not, and shall ensure Users do not: (a) license, sublicense, se ll, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (b) send spam or otherwise duplicative or unsolicited messages via the Service; (c) send or store infringing or unlawful material; (d) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (e) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (f) attempt to gain unauthorized access to the Service or its related systems or networks.
3.4. CJIS Requirements. Customer certifies that it and its Users will comply with the following CJIS requirements: (a) Customer agrees to use train ing, policy and procedures to ensure Users use proper handling, processing, storing and communication protocols for Customer Data and any Third Party Data; (b) Customer agrees to protect the Service and any Third Party Data by monitoring and auditing staff user activity to ensure that it is only within the purview of system application development, system maintenance and the support roles assigned; (c) Customer will only provide access to the Service and any Third Party Data through Customer-managed role-based access and applied sharing rules configured by Customer; (d) Customer agrees to create and retain activity transaction logs to enable auditing by Peregrine staff, CJIS and any Third Party Data owners; ( e) Customer agrees to perform independent employme nt background screening for its staff at Customer’s own expense; and (f) Customer agrees to reinforce staff policies for creating User accounts with only one Customer domain email address for each User, with exceptions only as granted in writing by Peregrine.
3.5. Operation Restrictions. Under certain circumstances, it may be dangerous to operate a moving vehicle while attempting to operate a laptop, mobile device or other touch screen and any of their applications. Customer agrees that the Users will be instructed to only utilize the interface for the Service at times when it is safe to do so. Peregrine is not liable for any accid ent caused by a result of distraction such as from viewing the screen while operating a moving vehicle.
3.6. Customer Logo. Peregrine may use Customer’s name and logo in Peregrine’s lists of customers provided that such use will comply with any standard trademark guidelines provided by Customer to Peregrine.
4. Fees & Payment.
4.1. Fees. Customer shall pay the fees for the Service as specified in the Order Form and in any SOWs.
4.2. Payment Terms. Except as set forth on the Order Form, Customer shall pay all fees within thirty (30) days of Peregrine issuing an invoice.
4.3. All parties recognize that the continuation of this Agreement after the close o f any fiscal year of Anaheim, which fiscal year ends on June 30 of each year, shall be subject to budget approval for or covering such contract items as an expenditure in said budget. Anaheim does not represent that said budget item will be actually adopt ed, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to Anaheim in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.
4.4. Taxes. Peregrine’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Peregrine’s income. If Peregrine has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Peregrine with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Proprietary Rights.
5.1. Peregrine Technology. The Service includes (a) the Peregrine name, the Peregrine l ogo, and other trademarks and service marks; (b) audio and visual information, documents, software and other works of authorship, including training materials; (c) other technology, including graphical user interfaces, workflows, products, processes, algor ithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information provided by Peregrine under this Agreement; and (d) the work product or other results of Professional Services (coll ectively, “Peregrine Technology”). Peregrine owns and shall retain all rights in the Peregrine Technology. Other than as expressly set forth Section
5.2 below, no license or other rights in or to the Peregrine Technology or related intellectual property ri ghts are granted to Customer or Users, and all such licenses and rights are hereby expressly reserved to Peregrine. For clarity, “Peregrine Technology” does not include Customer Data.
5.2. License Grant. Peregrine grants Customer, during the term of this Agreement, a worldwide, non-exclusive, non-transferable (except in accordance with Section 12.6), non -sublicenseable right to access and use the Service, and to permit the number and type of Users specified on the Order Form the right to access and use the Ser vice during the terms of the applicable User subscriptions, in each case solely in accordance with the terms of this Agreement.
5.3. License Restrictions. Customer shall not (a) modify, copy or create derivative works based on the Service or Peregrine Technology; (b) create Internet “links” to or from the Service, or “frame” or “mirror” any content forming part of the Service, other than on Customer’s own intranets; or (c) disassemble, reverse engineer, or decompile the Service or Peregrine Technology, or (d) access the Service in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of th e Service.
6. Data Access, Sharing and Security.
6.1. Customer Data. Peregrine may access, reproduce, and use Customer Data to provide the Service, including to provide Technical Support, Onboarding and Training Services and any Professional Services. Customer agrees that Peregr ine may generate technical logs, data and insights about Customer’s usage of the Service (e.g., frequency of logins) (“ Peregrine Insights”) and may use the Customer Data in aggregated and anonymized form that does not individually identify any person or entity, including Customer or its Users (“Aggregated Data”) for Peregrine’s internal business purposes and to operate and improve Peregrine’s proprietary software and services, and that Peregrine shall own the Peregrine Insights and the Aggregated Data. Peregrine shall destroy Peregrine Insights and Aggregated Data on termination of this Agreement. Peregrine may choose to terminate the provision of any Customer Data via the Service if the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion.
6.2. CJIS Security Policy. Peregrine has implemented procedures to allow for adherence to the CJIS Security Policy. The hosting facility for the Service uses state -of-the-art access control technologies that meet or exc eed CJIS requirements. In addition, Peregrine has installed and configured solid network intrusion prevention appliances for adherence to CJIS requirements.
6.3. Third Party Data. Any Third Party Data that Peregrine may provide via the Service is governed by the third party owner’s retention policy. Peregrine does not provide any warranties with respect to any Third Party Data and Peregrine may choose to terminate the provision of any Third Party Data via the Service if Peregrine’s applicable rights to such Th ird Party Data terminate or the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion.
7. Confidentiality.
7.1. Definition of Confidential Information. The term “ Confidential Information ” means all confident ial and proprietary information of a party (“ Disclosing Party”) disclosed to the other party (“ Receiving Party”), whether orally or in writing, that is designated as confidential pursuant to applicable law or that reasonably should be understood to be conf idential given the nature of the information and the circumstances of disclosure, including, the Customer Data, any Third Party Data, the Service, the Documentation, the Peregrine Technology, business and marketing plans, technology and technical informati on, product designs, and business processes.
7.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party except to perform its obligations or exercise its rights under this Agreement, except with t he Disclosing Party’s prior written permission on a case -by-case basis. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and c onfidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
7.3. Exceptions. The parties’ obligations in Section 7.2 shall not apply to any information that: (a) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any o bligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; (d) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.4. California Public Records Act . Peregrine acknowledges that Customer is a public entity governed by the California Public Records Act and that nothing in this Section 7 shall prevent Customer from disclosing Confidential Information for purposes of complying with the California Public Records Act or the federal Freedom of Information Act..
7.5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Secti on 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.
8. Warranties & Disclaimers.
8.1. Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
Peregrine represents and warrants that (i) it will provide the Service in a professional manner consistent with the standards observed by a competent practitioner of the profession in which Peregrine is engaged, and (ii) the Service will perform in accordance with and otherwise substantially conform to its associated documentation.
8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, AND WITHOUT LIMITING PEREGRINE’S
OBLIGATIONS SPECIFIED IN THIS AGREEMENT, PEREGRINE MAKES NO WARRANTY OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE, THE
PEREGRINE TECHNOLOGY, ANY THIRD PARTY DATA AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT. PEREGRINE HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Indemnification.
9.1 General Indemnification by Peregrine. Peregrine shall at its expense defend Customer and its officers, d irectors, officials, agents, volunteers and employees (“ Customer Indemnified Parties ”) against any claim made or brought against any Customer Indemnified Party by a third party (A) arising out of or in connection with Peregrine’s conduct in the performance of the Services under this Agreement, or its failure to comply with any of its obligations contained in this Agreement, or its failure to comply wi th any applicable law or regulation, except to the extent any such claim is caused by the negligence or will ful misconduct of Customer, or (B) alleging that the Service as provided to Customer hereunder infringes any U.S. intellectual property rights of a third party (each, a “Customer Claim”), and shall indemnify and hold Customer Indemnified Parties harmless f rom and against any and all liability, loss,
damage, claims, expenses, and costs, including without limitation, attorney’s fees, awarded by a court or agreed to by Peregr ine in a settlement with respect to such Customer Claim; provided, that Customer (a) p romptly gives written notice of the Customer Claim to Peregrine; (b) gives Peregrine sole control of the defense and settlement of the Customer Claim (provided that Peregrine may not agree to any settlement that imposes any liability or obligation on Customer); and (c) provides to Peregrine, at Peregrine’s cost, all reasonable assistance. Peregrine shall have no obligation under this Section 9.1 or otherwise regarding claims that arise from or relat e to (i) Customer’s use of the Service other than as cont emplated by this Agreement, (ii) any modifications to the Service made by any entity other than Peregrine, (iii) any combination of the Service with services or technologies not provided by Peregrine, or (iv) C ustomer’s use of the Service or portion thereo f after Peregrine has terminated this Agreement or such portion of the Service in accordance with this Section 9.1. If in Peregrine’s opinion a Customer Claim is likely to be made, or if an existing Customer Claim may cause Peregrine liability, Peregrine may in its discretion (x) obtain a license to enable Customer to continue to use the potentially infringing portion of the Service, (y) modify the Service to avoid the potential infringement, or (z) if the foregoing cannot be achieved after using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion of the Service and refund the amount of any pre- paid fees applicable to the portion of the terminated Services to be provided after the termination date.
9.2 Indemnification for Professional Services. As respects acts, errors or omissions in the performance of professional services, CONSULTANT agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, arising directly out of the negligent acts, errors or omission s of the CONSULTANT or any SUB-AGENT in the performance of professional services under this Agreement.
9.3 PERS Indemnification by Peregrine. In the event that Peregrine or any employee, agent, or subcontractor of Peregrine providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (“PERS”) to be eligible for enrollment in PERS as an employee of Customer, at Peregrine shall indemnify, defend, and hold harmless Customer for the payment of any employee and/or employer contributions for PERS benefits on behalf of Pereg rine or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Customer.
Peregrine shall have no obligation under this Section 9 or otherwise regarding claims that arise from or relate to (i) Customer’s use of the Service other than as contemplated by this Agreement, (ii) any modifications to the Service made by any entity other than Peregrine (where the liability would not have arisen but for such modification), (iii) any combin ation of the Service with services or technologies not provided by Peregrine (where the liability would not have arisen but for such combination), (iv) Customer’s use of the Se rvice or portion thereof after Peregrine has terminated this Agreement or such p ortion of the Service in accordance with Section 9.1, or (v) Third Party Products
The obligations set forth in this Section 9 (i) shall be in effect, without regard to whether or not ANAHEIM, CONSULTANT, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
10. Limitation of Liability.
10.1. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY
TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE,
OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY
OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
11. Term & Termination.
11.1. Term of Agreement. This Agreement commences on the Effective Date and continues for the duration of the term set forth on the Order Form (“Term”), unless earlier terminated in accordance with the Order Form or Section 11.2
11.2. Termination for Cause. A party may terminate this Agreement for cause upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Peregrine prior to the effective date of termination.
Notwithstanding the foregoing, if Customer terminates the Agreement pursuant to this Section 11.2 Peregrine will refund pro- rata share of Service Fee.
11.3. Data. Upon expiration or termination of this Agreement, Peregrine shall have no obligation to maintain or provide any Customer Data or Third Party Data. U nless legally prohibited, Peregrine shall delete all Customer Data in its systems or otherwise in its possession or under its control.
11.4. Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 4, 5 (excluding Section 5.2), 6.1, 6.3, 7, 8, 9, 10, 11.3, 11.4, and 12.
12. General Provisions.
12.1. Insurance. Peregrine shall maintain the insurance coverages described on Appendix B: Insurance
12.2. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. At all times during the term of this Agreement, Peregrine shall be an independent contractor and shall not be an employee of Customer. Except as Customer may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Customer in any capacity whatsoever as an agent. Peregrine shall have no authority, express or implied, pursuant to this Agreement to bind Customer to any obligation whatsoever.
12.3. Conflict of Interest. Peregrine may serve other clients, but none whose activities within the corporate limits of Customer or whose business, regardless of location, would place Peregrine in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Peregrine shall not employ any Customer official in the work performed pursuant to this Agreement. No officer or employee of Customer shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.
12.4. Peregrine’s Books and Records. Peregrine shall maintain any and all records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Customer under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payme nt to the Peregrine to this Agreement. All such records shall be maintained in accordance with generally accepted standards and shall be made available for inspection, audit, and/or copying during regular business hours, upon written request of the Customer. Pursuant to Government Code Section 8546.7, the Agreement may be subject to the examination and audit of the State Auditor for a period of 3 years after final payment under the Agreement.
12.5. Force Majeure. Neither party shall be liable by reason of any failure or delay in performance of its obligations under this Agreement (except for the payment of money) on account of events beyond the reasonable control of such party, which may include Internet denial -of-service attacks, strikes, shortages, riots, ins urrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each, a “Force Majeure Event”).
Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
12.6. Federal Government. Any use, copy or disclosure of the Service by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202 -1(a) and 227.7202 -3(a)(1995), DFARS 252.227 - 7013(c)(1)(ii)(October 1998), FAR 12.212(a)(1995), FAR 52.227 -19, or FAR 52.227(ALT III), as applicable.
12.7. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by c onfirmed facsimile; or (d) after confirmed receipt of an email. Notices to Peregrine shall be addressed to the attention of Nick Noone, CEO, Peregrine Technologies, [email protected], with a copy to [email protected]. Notices to Customer are to be addressed to the individual identified in the Order Form.
12.8. Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a cou rt of competent jurisdiction to be contrary to law, the provision shall be modifie d by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, Peregrine may assign this Agreement, together with all rights and obligations hereunde r, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets that relate to this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no
effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective succes sors and permitted assigns.
12.10. Governing Law. This Agreement shall b e governed by the laws of California. The state courts located in Orange County, CA or in the United States District Court for the Southern District of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to th is Agreement. Each party hereby consents to the exclusive jurisdiction of such courts provided that nothing in this Section 12.10 prohibits either party from seeking or obtaining in any jurisdicti on injunctive or similar relief in connection with the enforcement of this Agreement.
12.11. Construction. The division of this Agreement into Sections and the insertion of captions and headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “ this Agreement,” “hereof,” “hereunder” and any similar expressions refer to this Agreement and not to any particular Section or other portion hereof. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolve d against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation” and “discretion” means sole discretion
12.12. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject ma tter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding the Order Form) shall be incorporated into or form any part of this Agreement, and all such terms or conditions are hereby rejected and shall be null and void.
Appendix B: Insurance
Without limiting ANAHEIM’S right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence.
Commercial General Liability Insurance , including coverage for Pre mises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, Sexual Abuse and Molestation and Independent CONSULTANT’S Liability, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, but may include a deductible of not more than $10,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement. (This coverage written with a Self-Insured Retention can be submitted for approval by the Risk Manager prior to the inception of the final Agreement.)
Comprehensive Automobile Liability Coverage including—as applicable —owned, non -owned, and hi red autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law.
Professional Liability Insurance in an amount not less than $2,000,000 per occurrence, and CONSULTANT shall maintain such coverage for at least one (1) year from the termination of this Agreement. Such insurance shall be written on a primary basis, but may include a deductible of not more than $10,000 per occurrence, provided that such deductible is disclosed to ANAHEI M, in writing, at the inception of this Agreement. (This coverage written with a Self-Insured Retention can be submitted for approval by the Risk Manager prior to inception of the final Agreement.)
Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions:
“This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non-payment of premium that shall provide for not less than ten (10) days’ notice.”
Each insurance policy required by this Agreement, except policie s for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
“It is agreed that any insurance maintained by CONSULTANT pursuant to this Agreement shall be pr imary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim.”
“The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM- designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”
Prior to commencing any work under this Agreement, CONSULTANT shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the
applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, te rms, and conditions set forth in the above -referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONSULTANT shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
In addition to other remedies ANAHEIM may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) that become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof;
Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONSULTANT’S failure to maintain insurance or secure appropriate endorsements.
Nothing herein contained shall be construed in any way as limiting the extent that an CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT’S, (or CONSULTANT’S AGENT or SUB -AGENT, if any) performance of the work covered under this Agreement.
In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensure (i) that the acts or omissions of such persons or firms are covered under the above- referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONSULTANT under this Agreement (except for firms that are not performing professional services—such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.
ANAHEIM’S Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such reduction is in ANAHEIM’S best interest.
Exhibit A
City of Anaheim
THIRD PARTY CONNECTION AGREEMENT
This Third Party Network Connection Agreement (the “Agreement”) by and between City of Anaheim, a municipality, with principal offices at 200 South Anaheim Blvd. Anaheim, California, (“City of Anaheim”) and ______________________ , a ________________ corporation, with principal offices at _____________________________ (“Company”), is entered into as of the date last written below (“the Effective Date”).
This Agreement consists of this signature page and the following attachments that are incorporated in this Agreement by this reference:
1. Attachment 1: Third Party Network Connection Agreement Terms and Conditions
2. Attachment 2 Network Connection Policy
3. Attachment 3: Third Party Connection Request - Information Requirements Document
4. Attachment 4: City of Anaheim Non-Disclosure Agreement
This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. This Agreement may only be modified by a written document executed by the parties hereto. Any disputes arising out of or in connection with this Agreement shall be governed by California law without regard to choice of law provisions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed. Each party warrants and represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Agreement.
___________________ (“Company”) City of Anaheim
___________________ _____________________________
Authorized Signature Authorized Signature
(Electronic signature is not accepted at this time.)
___________________ _____________________________
Name Name
___________________ _____________________________
Date Date
2 Third Party Connection Agreement
Attachment 1
THIRD PARTY CONNECTION AGREEMENT
TERMS AND CONDITIONS
Object: To ensure that a secure method of connectivity is provided between City of Anaheim and Company and to provide guidelines for the use of network and computing resources associated with the Network Connection as defined below.
Definition: "Network Connection" means one of the City of Anaheim connectivity options listed in Section B of the Network Connection Policy.
1. Right to Use Network Connection
. Company may only use the Network
Connection for business purposes as outlined by the Third Party Connection Request - Information Requirements Document.
2. City of Anaheim-Owned Equipment
.
2.1 City of Anaheim may, in City of Anaheim sole discretion, loan to Company certain equipment and/or software for use on Company premises (the City of Anaheim-Owned Equipment) under the terms of the City of Anaheim Equipment Loan Agreement set forth in Attachment 5.
City of Anaheim-Owned Equipment will only be configured for TCP/IP, and will be used solely by Company on Company’s premises and for the purposes set forth in this Agreement.
2.2 Company may modify the configuration of the City of Anaheim-Owned Equipment only after notification and approval in writing by authorized City of Anaheim personnel.
2.3 Company will not change or delete any passwords set on City of Anaheim-Owned Equipment without prior approval by authorized City of Anaheim personnel. Promptly upon any such change, Company shall provide City of Anaheim with such changed password.
3. Network Security
.
3.1 Company will allow only Company employees approved in advance by City of Anaheim (“Authorized Company Employees”) to access the Network Connection or any City of Anaheim-Owned Equipment.
Company shall be solely responsible for ensuring that Authorized Company Employees are not security risks, and upon City of Anaheim’s request, Company will provide City of Anaheim with any information reasonably necessary for City of Anaheim to evaluate security issues 3 Third Party Connection Agreement
relating to any Authorized Company Employee. Access to the Network Connection or any City of Anaheim-Owned Equipment
3.2 Company will promptly notify City of Anaheim whenever any Authorized Company Employee leaves Company’s employ or no longer requires access to the Network Connection or City of Anaheim-Owned Equipment.
3.3 Each party will be solely responsible for the selection, implementation, and maintenance of security procedures and policies that are sufficient to ensure that (a) such party’s use of the Network Connection (and Company’s use of City of Anaheim-Owned Equipment) is secure and is used only for authorized purposes, and (b) such party’s business records and data are protected against improper access, use, loss alteration or destruction.
4. Notifications
. Company shall notify City of Anaheim in writing promptly upon a change in the user base for the work performed over the Network Connection or whenever in Company’s opinion a change in the connection and/or functional requirements of the Network Connection is necessary.
5. Payment of Costs
. Each party will be responsible for all costs incurred by that party under this Agreement, including, without limitation, costs for phone charges, telecommunications equipment and personnel for maintaining the Network Connection.
6. DISCLAIMER OF WARRANTIES
. NEITHER PARTY MAKES ANY
WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING ANY
SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
7. LIMITATION OF LIABILITY
. EXCEPT WITH RESPECT TO A
PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER THIS
AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE
TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
(INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS)
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION, ANY DAMAGES
RESULTING FROM ANY DELAY, OMISSION OR ERROR IN THE
ELECTRONIC TRANSMISSION OR RECEIPT OF DATA
PURSUANT TO THIS AGREEMENT, WHETHER SUCH LIABILITY
ARISES FROM ANY CLAIM BASED UPON CONTRACT,
WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE, AND WHETHER OR NOT A PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGE.
4 Third Party Connection Agreement
8. Confidentiality . The parties acknowledge that by reason of their relationship to each other hereunder, each will have access to certain information and materials concerning the others technology and products that is confidential and of substantial value to that party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”). Should such Confidential Information be orally or visually disclosed, the disclosing party shall summarize the information in writing as confidential within thirty (30) days of disclosure. Each party agrees that it will not use in any way for its own account, except as provided herein, nor disclose to any third party, any such Confidential Information revealed to it by the other party. Each party will take every reasonable precaution to protect the confidentiality of such Confidential Information. Upon request by the receiving party, the disclosing party shall advise whether or not it considers any particular information or materials to be Confidential Information. The receiving party acknowledges that unauthorized use or disclosure thereof could cause the disclosing party irreparable harm that could not be compensated by monetary damages. Accordingly each party agrees that the other will be entitled to seek injunctive and preliminary relief to remedy any actual or threatened unauthorized use or disclosure of such other party’s Confidential Information. The receiving party’s obligation of confidentiality shall not apply to information that: (a) is already known to the receiving party or is publicly available at the time of disclosure; (b) is disclosed to the receiving party by a third party who is not in breach of an obligation of confidentiality to the party to this agreement which is claiming a proprietary right in such information; or (c) becomes publicly available after disclosure through no fault of the receiving party.
9. Term, Termination and Survival
. This Agreement will remain in effect until
terminated by either party. Either party may terminate this agreement for convenience by providing not less than thirty (30) days prior written notice, which notice will specify the effective date of termination. Either party may also terminate this Agreement immediately upon the other party’s breach of this Agreement. Sections 5, 6, 7, 8, 10.1 and 10.2 shall survive any termination of this Agreement. 5 Third Party Connection Agreement
10. MISCELLANEOUS .
10.1 Severability . If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
10.2 Waiver
. The failure of any party to enforce any of the provisions of this Agreement will not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
10.3 Assignment
. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement is for the benefit of and will be binding upon the parties' respective successors and permitted assigns.
10.4 Force Majeure
. Neither party will be liable for any failure to perform its obligations in connection with any Transaction or any Document if such failure results from any act of God or other cause beyond such party's reasonable control (including, without limitation, any mechanical, electronic or communications failure) which prevents such party from transmitting or receiving any Documents.
6 Third Party Connection Agreement
Attachment2
NETWORK CONNECTION POLICY
Purpose: To ensure that a secure method of network connectivity between City of Anaheim and all third parties and to provide a formalized method for the request, approval and tracking of such connections.
Scope: External company data network connections to City of Anaheim can create potential security exposures if not administered and managed correctly and consistently.
These exposures may include non-approved methods of connection to the City of Anaheim network, the inability to shut down access in the event of a security breach, and exposure to hacking attempts. Therefore, all external company data network connections will be via the Global Partners Network. This policy applies to all new Third Party Network Connection requests and any existing Third Party Network Connections. When existing Third Party Network Connections do not meet all of the guidelines and requirements outlined in this document, they will be re-engineered as needed
Definitions: A "Network Connection" is defined as one of the connectivity options listed in Section B. below. “Third Parties” is defined as City of Anaheim Partners, Vendors, Suppliers and the like.
A. Third-Party Connection Requests and Approvals
All requests for Third Party connections must be made using the appropriate method based on the support organization.
The required information is outlined in the Third Party Connection Request - Information Requirements Document (See Attachment 3 of this document). All information requested on this form must be completed prior to approval and sign off. It is Company’s responsibility to ensure that Company has provided all of the necessary information and that such information is correct.
All Third Party connection requests must have a City of Anaheim Department Head level signature for approval. In some cases approval may be given at a lower level with pre- authorization from the appropriate City of Anaheim Department Head. Also, all Third Parties requesting a Network Connection must complete and sign a City of Anaheim Non-Disclosure Agreement.
As a part of the request and approval process, the technical and administrative contact within Company’s organization or someone at a higher level within Company will be required to read and sign the "Third Party Connection Agreement " and any additional documents, such as the City of Anaheim Non-Disclosure Agreement.
B. Connectivity Options
7 Third Party Connection Agreement
The following four connectivity options are the standard methods of providing a Third Party Network Connection. Anything that deviates from these standard methods must have a waiver sign-off at the City of Anaheim Department Head level.
1) Leased line (e.g. T1) - Leased lines for Third Parties will be terminated on the Partners network.
2) ISDN/FR - Dial leased lines will terminate on a Third Party only router located on the ECS or IT Partners network. Authentication for these connections must be as stated in Section E. below.
3) Encrypted Tunnel - Encrypted tunnels should[must?] be terminated on the Partners Network whenever possible. In certain circumstances, it may be required to terminate an encrypted tunnel on the dirty subnet, in which case the normal City of Anaheim perimeter security measures will control access to Internal devices.
4) Remote Dial-up via PPP/SLIP - Remote dial-up via PPP/SLIP will be provided by a separate Third Party modem pool. The connection will be authenticated per Section E. below
C. Services Provided
In general, services provided over Third Party Network Connections should be limited only to those services needed, and only to those devices (hosts, routers, etc.) needed.
Blanket access will not be provided for anyone. The default policy position is to deny all access and then only allow those specific services that are needed and approved by City of Anaheim pursuant to the established procedure.
In no case shall a Third Party Network Connection to City of Anaheim be used as the Internet connection for the Third Party.
The standard set of allowable services are listed below:
File Exchange via ftp – Where possible, file exchange via ftp should take place on the existing City of Anaheim ftp servers (ftp-eng.City of Anaheim.com for engineering-related work or ftp.City of Anaheim.com for all other work). IT supported Third Party connections have additional FTP services provided by a server in on the Partners Network.
Electronic Mail Exchange – Business-related email exchange between City of Anaheim and Third Parties may be conducted over the Network Connection as needed. Mail from Third Party sites to non-City of Anaheim addresses will not be allowed over the Network Connection.
Web Resource Access – Access to internal web resources will be provided on an as-needed basis. Access will be provided by mirroring the 8 Third Party Connection Agreement
appropriate web resources to a web server that resides on the Partners Network. Access to City of Anaheim’s public web resources will be accomplished via the normal Internet access for the Third Party.
Access to Source Code Repositories This access will be decided on case by case basis.
Print Services – Print services can be provided to City of Anaheim IT- supported Third Party connections by via two print spoolers on the City of Anaheim Partners Network. City of Anaheim-owned printers, that boot off the print spoolers will be located on the City of Anaheim – extended network at the Third Party sites.
SQL*Net Access – This will be decided on a case by case basis.
ERP Access – This will be decided on a case by case basis.
NT File Exchange – File exchange will be provided by NT file servers located on the City of Anaheim Partners Network. Each Third Party needing NT File exchange will be provided with a separate folder that is only accessible to that Party and the necessary people at City of Anaheim.
D. Authentication for Third Party Network Connections
Third Party Network Connections made via remote dial-up using PPP/SLIP or standard telnet over the Internet will be authenticated using the Partners Authentication database and Token Access System. Currently, x.509 is the token access system in use. A separate server will be established specifically for Third Parties. Reports showing who has access via the tokens will be generated monthly and sent to the City of Anaheim POCs for each Third Party for verification and review.
E. City of Anaheim Equipment at Third Party Sites
In many cases it may be necessary to have City of Anaheim-owned and maintained equipment at a Third Party site. All such equipment will be documented on the Third Party Connection Request – Information Requirements Document. Access to network devices such as routers and switches will only be provided to City of Anaheim support personnel. All City of Anaheim-Owned Equipment located at Third Party sites must be used only for business purposes. Any misuse of access or tampering with City of Anaheim-provided hardware or software, except as authorized in writing by City of Anaheim, may, in City of Anaheim’s sole discretion, result in termination of the connection agreement with the Third Party. If City of Anaheim equipment is loaned to a Third Party, the Third Party will be required to sign an appropriate City of Anaheim Equipment Loan Agreement, if one is required
F. Protection of Company Private Information and Resources The City of Anaheim network support group responsible for the installation and configuration of a specific Third Party Connection must ensure that all possible measures 9 Third Party Connection Agreement
have been taken to protect the integrity and privacy of City of Anaheim confidential information. At no time should City of Anaheim rely on access/authorization control mechanisms at the Third Party’s site to protect or prohibit access to City of Anaheim confidential information.
Security of Third Party Connections will be achieved by implementing “Access Control Lists” on the Partner Gateway routers to which the Third Party sites are connected. The ACLs will restrict access to pre-defined hosts within the internal City of Anaheim network. The ACLs will be determined by the appropriate support organization. A set of default ACLs may be established as a baseline.
Enable-level access to City of Anaheim-owned/maintained routers on Third Party premise will only be provided to the appropriate support organization. All other business personnel (i.e. Partner Site local technical support personnel) will have restricted access/read-only access to the routers at their site and will not be allowed to make configuration changes.
City of Anaheim shall not have any responsibility for ensuring the protection of Third Party information. The Third Party shall be entirely responsible for providing the appropriate security measures to ensure protection of their private internal network and information.
G. Audit and Review of Third Party Network Connections
All aspects of Third Party Network Connections - up to, but not including Company’s firewall, will be monitored by the appropriate City of Anaheim network support group.
Where possible, automated tools will be used to accomplish the auditing tasks. Monthly reports should be generated on the Partners Authentication database showing the specific login entries and the appropriate City of Anaheim POC. Each City of Anaheim Partner POC will receive a copy of the monthly reports showing all of the accounts pertaining to his/her area. Copies of the reports will also be mailed to the department directors.
Nightly audits will be performed on all City of Anaheim-owned/maintained Third Party router/network device configurations and the output will be mailed to the appropriate City of Anaheim network support group. Any unauthorized changes will be investigated immediately.
All Third Party Network Connections will be reviewed on a quarterly basis and information regarding specific Third Party Network Connection will be updated as necessary. Obsolete Third Party Network Connections will be terminated.
H. City of Anaheim Corporate IT Information Security Organization City of Anaheim Corporate IT Information Security has the responsibility for maintaining related policies and standards. Corporate IT Information Security will also provide advice and assistance regarding judgment calls, and will facilitate information gathering in order to make a correct decision. Global coordination of confidentiality and non- disclosure agreements with all third parties is also the responsibility of City of Anaheim Corporate IT Information Security.
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I. City of Anaheim Enterprise Network Services
The Enterprise Network Services Partners Group is responsible for all global firewall design, configuration and engineering required for support of the Global Partners Network.
Attachment 3
THIRD PARTY CONNECTION REQUEST - INFORMATION
REQUIREMENTS DOCUMENT
In accordance with the Network Connection Policy, all requests for Third Party Network Connections must be accompanied by this completed Information Requirements Document. This document should be completed by the City of Anaheim personnel.
A. Contact Information
City of Anaheim Business Owner
Name:
Department:
Manager's Name:
Director's Name:
Phone Number:
Email Address:
Third Party Requester Information
Name:
Department:
Manager's Name:
Director's Name:
Phone Number:
Email Address:
Third Party Technical Contact Information
Name:
Department:
Manager's Name:
Director's Name:
Phone Number:
Pager Number:
Email Address:
Third Party Back-up Point of Contact:
N
ame:
Department:
Manager's Name:
Director's Name:
Phone Number:
Pager Number:
Email Address
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B. Problem Statement/Purpose of Connection
What is the desired end result? Company must include a statement about the business needs of the proposed connection.
C. Scope of Needs (In some cases, the scope of needs may be jointly determined by the supporting organization and the Third Party.)
What services are needed? (See Section D. of Network Connection Policy)
What are the privacy requirements (i.e. do you need encryption)? What are the bandwidth needs?
How long is the connection needed?
Future requirements, if any.
D. Third Party Information
Company name:
Company contact
Name:
Phone number:
Email address:
Location (address) of termination point of the Network Connection (including building number, floor and room number):
Main phone number:
Local Technical Support Hours (7X24, etc):
Escalation List:
Host/domain names of the Third Party:
Names (Email addresses, phone numbers) of all employees of the Third Party who will use this access. If not appropriate to list the names of all employees, then provide a count of the number of employees who will be using the connection.
E. What type of work will be done over the Network Connection? What applications will be used?
What type of data transfers will be done?
How many files are involved?
What are the estimated hours of use each week? What are peek hours?
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F. Are there any known issues such as special services that are required? Are there any unknown issues at this point, such as what internal City of Anaheim services are needed?
G. Is a backup connection needed? (e.g., are there any critical business needs associated with this connection?)
H. What is the requested installation date? (Minimum lead-time is 60 days)
I. What is the approximate duration of the Third Party Network Connection?
J. Has a Non-Disclosure Agreement been sign with the Third Party or the appropriate employees of the Third Party?
K. Are there any exiting Network Connections at City of Anaheim with this company?
L. Other useful information
13 Third Party Connection Agreement