2000 - Granicus aka Rock Solid (Prime Government) - Public Records Request Management SystemTHIS AGREEMENT is made on the
BETWEEN
PRIMEGOV SERVICE AGREEMENT ("Agreement")
day of
20
1. PRIME GOVERNMENT SOLUTIONS Inc, having its principal office at 4250 Drinkwater Blvd., Suite 300, Scottsdale, AZ
85251 (the "Supplier); and
2. City of Rosemead, whose registered office is at 8838 East Valley Boulevard, Rosemead, CA 91770
(and at times referred to in this Agreement as a "party' or "parties")
BACKGROUND
A. The Supplier has developed and owns the Service (as defined in clause 1) and has granted to the Customer a non-exclusive license
to use such Service solely for Customers internal operations and in accordance with the terms and conditions of this Agreement.
The terms of this Agreement shall also apply to any updates and upgrades subsequently provided by Supplier to Customer for the
Service. Supplier may update the functionality of or make modifications to the Service and user interface of the Service from time
to time in its sole discretion and shall not be liable to Customer or to any third party for any modification of the Service. Supplier
will use commercially reasonable efforts to notify Customer of any material modifications.
B. The Customer wishes the Supplier to provide certain support services in respect of the Service in accordance with the provisions
set out in Schedule 1 of this Agreement ("Support Services').
OPERATIVE PROVISIONS
1 DEFINITIONS
In this Agreement the following expressions will have the following meanings unless inconsistent with the context:
"Affiliate" means any company or non -corporate entity that controls, is controlled by, or is
under common control with a parry. An entity shall be regarded as in control of
another company or entity if it owns or directly or indirectly controls more than 50
per cent. of the voting rights of the other company or entity.
"Application Password" means any encryption keys, certificates, passwords, access codes, user IDs or other
login information provided to or used by Customer for the purpose of accessing
and using the Service.
"Business Day" a day that is not a Saturday, Sunday, or public holiday.
"Client Environment" means the Customer hardware and software system containing the minimum
specification, which the Customer, as advised by Supplier, is required to have to
enable the Customer to connect with the Service.
"Customer Data" means data, information or material provided or submitted by Customer or any
User to the Supplier in the course of utilizing the Service.
"Data Controller" means the parry that controls the procedures and purpose of data usage, including
collection, modification, storage, and disposal.
"Data Processor' means the party that processes the data under the Data Controllers specific
instruction.
"Effective Date" means the date of this Agreement signed by the Supplier and the Customer
"Intellectual Property Rights" means all intellectual and industrial property rights of any kind whatsoever,
registered or unregistered, including patents, know-how, software, code,
intellectual property specifications, design plans, prototypes, drawings, software,
software documentation, material, documents, ideas, operations, processes,
product information, know- how, and the like including mode and procedures of
development of source code, registered trademarks, registered designs, utility
models, applications for and rights to apply for any of the foregoing, unregistered
design rights, unregistered trademarks, rights to prevent passing off for unfair
competition and copyright, database rights, topography rights, and any other
rights in any invention, discovery or process, in each case in all countries in the
world and together with all renewals and extensions.
"Personal Data" means data that is processed by the Supplier on behalf of the Customer in relation
to this Agreement and may include any information or data derived from Services
that alone or together with any other information relates to an identified or
identifiable natural person, or data considered to be personal data as defined
under applicable privacy law.
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'Pricing Schedule'
means Schedule 2 to this Agreement which sets out the prices and payment terms
for the Service.
"Professional Services"
means the general consulting, implementation and/or training services to be
provided to Customer.
"Purchase Order"
means a purchase order issued by the Customer to the Supplier for the Service.
'Service"
means Supplier's online software applications purchased by Customer and
maintained through Support Services by Supplier including associated offline
components and ancillary online or offline services to which Customer is granted
access under this Agreement.
"Service Level Commitments"
the service level commitments in respect of the Service to the Customer as more
particularly set out in Schedule 1.
"Term" means the term of this Agreement as specified in clause 3
"User" means one (or, if more than one, "Users") of Customer's employees,
representatives, consultants, contractors or agents and other persons expressly
permitted by Customer in connection with Customer's business affairs who are
authorized to use the Service and have been supplied User identifications and
passwords by Customer.
INTERPRETATION
2.1 Person: The expression "person" means any individual, firm, body corporate, unincorporated association, or partnership,
government, state, or agency of a state orjoint venture.
2.2 Headings:The index and headingsto theclauses, the Appendices and Schedules ofthis Agreement are forconvenience onlyand
will not affect its construction or interpretation.
2.3 Statutes: Any reference to a statute or statutory provision and all regulations and notices made pursuant to it (whether made
before or after the date of this Agreement), includes a reference to the same as from time to time amended, modified, extended,
fe-enacted, consolidated, or replaced provided that amendments, consolidations, modifications, extensions, re-enactments or
replacements made after the date of this Agreement will not have substantively changed any provision which is relevant to this
Agreement.
2.4 Provisions of the Agreement: Any reference in this Agreement to a clause, Schedule or Appendix is a reference to a clause,
Schedule or Appendix of this Agreement and references in any Schedule or Appendix to paragraphs relate to the paragraphs in
that Schedule or Appendix. The Schedules and Appendices form pan of this Agreement and will have the same force and effect
as if expressly set out in the body of this Agreement and any reference to this Agreement will include the Schedules and
Appendices.
2.5 Writing: Any references to "writing' or "written" includes references to any communication effected by post, facsimile, email or
any comparable means.
3 TERM
3.1 This Agreement shall unless terminated in accordance with clause 19, commences on the Effective Date and shall continue for an
initial period of 1 year therefrom (the "Initial Term").
3.2 The term of this Agreement shall automatically extend for a period of one (1) year (the "Extended Term") at the end of the Initial
Term and at the end of each Extended Term, unless either party gives written notice to the other parry not later than three (3)
months before the end of the Initial Term or the relevant Extended Term, to terminate this Agreement at the end of the Initial
Term or the relevant Extended Term, as the case may.
4 CUSTOMER USE OF THE SERVICE
4.1 Supplier grants Customer a license to access and use the Service during the Tenn via the internet under and subject to the terms
of this Agreement. Supplier reserves the right to make changes and updates to the functionality and/or documentation of the
Service from time to time.
FEES AND PAYMENT
5.1 Customer agrees to pay fees as set forth in the Pricing Schedule (Service Fees").
5.2 The Service Fees are to be paid annually in advance commencing on the Effective Date of this agreement and are non-refundable.
5.3 The Service Fees shall be billable and payable annually in advance for a twelve (12) month period at a time (a "Service Year') on
the anniversary of the Effective Service Date ("Renewal Date") for the first year and for each year thereafter the Service Fees shall
be payable annually in advance on each subsequent anniversary of the Renewal Date. One month prior to the expiry of a Service
Year ("Service Year Expiry Date") the Service Fees for the Service Year will be invoiced by the Supplier to the Customer in respect
of the Service to be provided in the following Service Year. The Customer shall pay the Service Fees on or before the relevant
Service Year Expiry Date.
5.4 Where any additional Service(s) is acquired by the Customer during the period between one Renewal Date and the next Renewal
Date (the "Installation Year") the Service Fees payable shall be calculated pro -rata, from the date of the Purchase Order for the
Service(s) in the Installation Year up to the next Renewal Date applicable to Customer's other Licenses. For all subsequent years
thereafter, the Service Fees shall be payable annually in advance on each anniversary of the Renewal Date in accordance with this
Agreement.
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5.5 Where the Supplier performs Professional Services under this Agreement (such as configuration of the Support Service if
requested by Customer or migration of Customer Data to the Service), such services shall be invoiced by the Supplier on a time
and material basis in accordance with the Suppliers rates in effect at the time of provision of such services ("Professional Services
Fees") unless otherwise agreed in writing between the Parties and will be payable without withholding, deduction or off set of
any amounts for any purpose.
5.6 The Service Fees and Professional Service Fees do not include local or foreign taxes, duties, fees, and levies imposed from time to
time by any government or other authority ('Taxes") and such Taxes, where applicable, will be payable by the Customer on the
Service Fees and Professional Services Fees, atthe rate applicable at the time of supply of the Service and/or Professional Services.
5.7 The Customer shall payeach invoicewithin thiny(30) daysof receiptofthis invoice.
5.8 Customer agrees to provide Supplier billing and contact information as Supplier may reasonably require. Customer agrees to
update this information promptly by means of email to the Supplier and in any case within fifteen (15) days, if there is any change.
NON-PAYMENT
6.1 Customers account will be considered delinquent (in arrears) if the Supplier has not received payment in full within thirty (30)
days after the due date, and without prejudice to any other rights and remedies of the Supplier;
6.2 Interest shall accrue on any payments (or any part thereof) outstanding at a rate of one and a half percent (1.5%) per month or
the highest rate allowed by applicable law, whichever is lower, plus all expenses of collection, including reasonable legal fees and
court costs;
6.3 Subject to clause 6.4 below, the Supplier may, upon giving ten (10) days written notice but without liability to the Customer,
disable/suspend the Customers password, account and access to all or part of the Service and the Supplier shall be under no
obligation to provide any or all of the Service while the invoice(s) or any part thereof, remains unpaid;
6.4 Supplier may in its discretion, decide not to exercise its rights under clause 6.2 (interest) and 6.3 (suspension), if Customer is
disputing the applicable Service Fees and/or Professional Services Fees reasonably and in good faith and is cooperating diligently
to resolve the dispute.
6.5 Supplier reserves the right to impose a reconnection fee if the Service is suspended (as a result of Customers breach) but
subsequently reinstated.
6.6 Without recourse to clause 6.1 (delinquency), Supplier reserves the right to terminate this Agreement if Customers account falls
into arrears thirty (30) days after the due date.
RESTRICTIONS ON USE OF THE SERVICE
7.1 The Customer may not:
7.1.1 make the Service or use the Service for the benefit of anyone else other than the Customer and the Customers Users.
Customer shall access and use the Service only to the extent of authorizations acquired by the Customer in accordance
with this Agreement (for example the quantity specified in the relevant Purchase Order) and Customer agrees that the
Customer is solely responsible for use of the Service by any Users who access and/or use the Service. Customer agrees
to immediately notify the Supplier if Customer becomes aware of any loss or theft or unauthorized use of Customers
account credentials.
7.1.2 sublicense, resell or supply the Service for use in or for the benefit of any other organization, entity, business, or
enterprise without Suppliers prior written consent;
7.1.3 interferewith ordisruptthe integrity orattemptto gain unauthorized accesstothe Serviceorthe Suppliers intellectual
property therein;
7.1.4 copy the Service or any pan, feature, function or user interface thereof;
7.1.5 frame or mirror any part of any Service on any other server or wireless or internet-based device outside of the agreed
usage in this contract; or
7.1.6 access any part of the Service in order to build a competitive product or service or to build a product using similar
ideas, features, functions or graphics of the Service;
7.2 Supplier reserves the right to disable, suspend or terminate this Agreement for cause in case the Customer breaches the provisions
of this clause 7.
CUSTOMER DATA
8.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the
legality, reliability, integrity, accuracy and quality of the Customer Data.
8.2 Supplier will use best efforts to provide protection using current technological standards to protect Customer Data against
unauthorized disclosure or use.
8.3 . The Supplier shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third
party (except those third parties sub -contracted by the Supplier to perform services related to Customer Data maintenance and
back-up).
8.4 Subject to the terms and conditions of this Agreement, Customer grants to Supplier a non-exclusive license to use, copy, store,
transmit and display Customer Data to the extent reasonably necessary to provide and maintain the Service.
COMPLIANCE WITH DATA PRIVACY STANDARDS FOR THE PROTECTION OF PHI, PHI AND/OR PCI. Supplier acknowledges that to the
extent it maintains, acquires, discloses, uses, or has access to any Customer Personally Identifiable Information ("PII"), as defined
by state breach notification statutes, and/or any Customer Protected Health Information ("PHI"), as defined by the Health
Insurance Portability and Accountability Act ("HIPAA") and the Health Information Technology for Economic and Clinical Health
("HITECH") Act, or Payment Card Information ("PCI)", as defined by the Payment Card Industry Data Security Standards ("PCI
DSS"), Supplier shall maintain reasonable security procedures and practices appropriate to the nature of the PHI, PHI and/or PCI,
and protect the PII, PHI and/or PCI from unauthorized access, destruction, use, modification, or disclosure. Supplier is further
obligated to comply with all relevant and applicable state, federal and international data privacy standards, including, but not
limited to, California Civil Code 44 1798.80-1798.84, Florida Information Protection Act, SB 1S24, the Massachusetts Office of
Consumer Affairs and Business Regulation Standards for the Protection of Personal Information, 201 CMR 17.00, Canada's
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Personal Information Protection and Electronic Documents Act ("PIPEDA"), HIPAA and HITECH ("Data Privacy Standards').
Supplier represents and warrants that from the Effective Date of this Agreement and for so long as it maintains, acquires, discloses,
uses, or has access to Customer PII, PHI and/or PCI thereafter, Supplier shall be in compliance with the Data Privacy Standards
and that it shall notify the Customer in writing immediately if it is no longer in compliance with such Data Privacy Standards.
RETURN OR DESTRUCTION OF CUSTOMER PII, PHI AND/OR PCI. If at any time during the term of this Agreement any part of
Customer PII, PHI and/or PCI, in any form, that Supplier obtains from the Customer ceases to be required by Supplier for the
performance of its obligations under this Agreement, or upon termination of this Agreement, whichever occurs first, Supplier
shall, within fourteen (14) days, promptly notify the Customer and securely return such Customer PII, PHI and/or PCI to the
Customer, or at the Customers written request destroy, un -install and/or remove all copies of such Customer PII, PHI and/or PCI
in Suppliers possession or control, or such part of the Customers PII, PHI and/or PCI which relates to the part of the Agreement
terminated, or the part no longer required, as appropriate, and certify to the Customer that the same has been completed.
NOTICE OF SECURITY AND/OR PRIVACY INCIDENT. If Supplier, or its Subcontractor, suspect, discover or are notified of a data
security incident or potential breach of security and/or privacy relating to Customer PII, PHI and/or PCI, Supplier shall immediately,
but in no event later than forty-eight (48) hoursfrom suspicion, discovery or notification of the incident or potential breach, notify
Customer of such incident or potential breach. Supplier shall, upon Customers request, investigate such incident or potential
breach, inform the Customer of the results of any such investigation, and assist the Customer in maintaining the confidentiality
of such information. In addition to the foregoing, Supplier shall provide Customer with any assistance necessary to comply with
any state and/or federal laws requiring the provision of notice of any privacy incident or security breach with respect to any
Customer PII, PHI and/or PCI to the affected or impacted individuals and/or organizations, in addition to any notification to
applicable state and federal agencies. Supplier agrees that it shall reimburse Customer for all expenses, costs, attorneys' fees,
and resulting fines, penalties, and damages associated with such incident, breach, investigation and/or notification.
REMEDIES; DAMAGES; INDEMNIFICATION. Supplier shall bear all costs, losses and damages resulting from a breach of this
Agreement. Supplier agrees to release, defend, indemnify, and hold harmless the Customer for claims, losses, penalties and
damages and reasonable attorneys' fees and costs arising out of Suppliers, or its Subcontractors, negligence, unauthorized use,
disclosure, access, or acquisition (whether on their own or through a third -party) of Customer PII, PHI and/or PCI and/or Suppliers,
or its Subcontractors, breach of its obligations under this Agreement. Supplier acknowledges and agrees that it will inform all of
its principals, officers, employees, agents and Subcontractors assigned to perform services far the Customer under the Agreement
of the obligations contained herein. To the extent necessary and/or required by law, Supplier will provide training to such
employees, agents and Subcontractors to promote compliance with this Agreement. Supplier agrees to assume all liability for
breach of this Agreement by any of its principals, officers, employees, agents and Subcontractors.
CUSTOMER'S OBLIGATIONS
9.1 The Customershall:
9.1.1 provide the Supplier with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by the Supplier in order to render the Service,
including but not limited to Customer Data, security access information and configuration services;
9.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreement;
9.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of
any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed
timetable or delivery schedule as reasonably necessary;
9.1.4 ensure that the Users use the Service in accordance with the terms and conditions of this Agreement and shall be
responsible for any Users breach of this Agreement;
9.1.5 obtain and shall maintain all necessary licenses, consents, and permissions necessary for the Supplier, its contractors
and agents to perform their obligations under this Agreement, including without limitation the Service;
9.1.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to
time;
9.1.7 shall be solely responsible for protecting and safeguarding all Application Passwords, as Customer will be the only parry
with knowledge of its passwords. If Customer makes such Application Passwords available to any third parry, Customer
shall be liable for all actions taken by such third parry in connection with the Service. Customer shall not disclose or
make available the Application Password other than to Customer's authorized employees or contractors, shall use all
commercially reasonable efforts to prevent unauthorized access to, or use of, the Application Password and the Service
and will notify the Supplier promptly of any such unauthorized access or use and make any disclosures related to such
unauthorized access or use which may be required under any applicable laws; and
9.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its
systems to the Supplier, and all problems, conditions, delays, delivery failures and all other loss or damage arising from
or relating to the Customer's network connections or telecommunications links or caused by the internet.
10.1 Customer may retain Supplier to perform Professional Services as the parties may agree upon in writing ("Work Order"). Supplier
will use reasonable efforts to carry out the Professional Services stated in the Work Order and to provide any resulting
functionality in the Service made available online to Customer and Customers Users. Except as the parties otherwise agree in a
Work Order, Professional Services and the results thereof are made available "AS IS."
10.2 Unless otherwise agreed in writing either under this Agreement or in the Work Order, Professional Services are provided by
Supplier on a time and materials basis. Maintenance and support of code or functionality created by means of Professional
Services will likewise be on a Work Order basis under this clause 10 unless otherwise agreed in writing. The code and functionality
made or provided under this clause 10 and all proprietary and intellectual property interests therein, will be Suppliers property.
Access to the results of Professional Services will be available, subject to any further terms as may be agreed between the parties,
as part of the Service during the Term unless otherwise agreed in writing.
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11 INTELLECTUAL PROPERTY RIGHTS
11.1 Customer will not acquire any title copyright or other proprietary rights or Intellectual Property Rights in the Service or to the
source code of the Service including in any materials or supporting documentation provided under the Service as provided in this
Agreement.
11.2 The Supplier shall at all times be the sole owner of all title and Intellectual Property Rights emanating from any intellectual
property, additional coding, data or patents, any discovery, Invention, secret process, development, research or improvement in
procedure that may be generated in connection with this Agreement including, but not limited to, any derivative works and
Customer -specific enhancements and modifications. All intellectual property and other proprietary rights made, conceived or
developed by the Supplier alone or in connection with the Customer in the course of the supply of the Service shall at all times be
and remain the sole and exclusive property of the Supplier along with any improvement of any process, know-how, technology
and any other materials in respect of the Service to be provided under this Agreement.
11.3 The Customer agrees not to remove, modify or use in any way any of Supplier's proprietary marking, including any trademark,
product or service names or copyright notice, without the prior written consent of the Supplier.
12 PRIVACY
Supplier agrees to update its privacy policies in effect from time to time. Privacy policy can be found here
https,//www.primegoy.com/privacy-poll
13 SERVICE LEVEL WARRANTY
Supplier warrants during the Term of this Agreement that the Service will meet the Service Level Commitment stated in Schedule
1.
14 ADDITIONAL WARRANTIES
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
15 INDEMNIFICATION
15.1 Supplier will defend, indemnify, and hold Customer (and its officers, directors, employees and agents) harmless from and against
all costs, liabilities, losses, and expenses (including reasonable legal fees) (collectively, 'Losses') arising from anythird-party claim,
suit, action, or proceeding arising from the actual or alleged infringement of any copyright, patent, trademark, or misappropriation
of a trade secret by the Service or Supplier Content (other than that due to Customer Data). In use of such a claim, Supplier may,
in its discretion, procure a license that will protect Customer against such claim without cost to Customer or replace the Service
with a non -infringing Service. THIS CLAUSE 15.1 STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT OR
CLAIMS ALLEGING INFRINGEMENT. This indemnity by Supplier shall not apply to the extent that the claim of infringement of
Intellectual Property Rights arose as a result of i) any negligent act or omission or willful misconduct of the Customer pursuant to
this Agreement; (ii) any misuse or modification of the Service by the Customer, including, but not limited to the Customer's use
of the Service in a manner inconsistent with information, directions, specifications, or instructions provided and approved by
Supplier; (iii) the Customer's use of the Service in combination or conjunction with any product, service, device, or method not
owned, developed, furnished, recommended, or approved by Supplier; (iv) the combination, operation or use of the Service with
non -Supplier programs, data, methods or technology if such infringement would have been avoided without the combination,
operation or use of the Service with other programs, data, methods or technology, or (v) Customer's breach of any of the
provisions of section 7 of this Agreement.
16 DISCLAIMERS AND LIMITATIONS
16.1 Except with regard to Customer's payment obligations under clause 5 and with regard to either party's indemnification obligations
under clause 15, in no event will either party's aggregate liability exceed the Service Fees due forthe preceding twelve (12) month
period at the time of the event or circumstance giving rise to such claim. Except in regard to Customer's breach of clause 7, in no
event will either parry be liable for any indirect, special, incidental, consequential damages of any type or kind (Includin& without
limitation, loss of data, revenue, profits, use or other economic advantage).
16.2 The Supplier is not responsible for any defects or damages resulting from Customer's or Customer's agents or employees
mishandling, abuse, misuse, accident, or Force Majeure, except when defects or damage is caused by Supplier. The Customer
agrees to inform the Supplier of any Customer system change that may reasonably be expected to affect the Supplier's ability to
provide the Service and shall notify the Supplier of any change to its IT configuration affecting the Services. The Supplier shall not
be held responsible for the availability of telephone lines, the Internet, electricity, or servers outside its reasonable control. The
Supplier provides no warranty or guarantee in relation to speed of delivery of the Service, including the speed of any restores.
The speed of delivery of the Service is dependent on factors outside the control of the Supplier including inter alia the speed,
functionality and condition of the Customer's IT Infrastructure, the amount of data being restored and/or the bandwidth of the
Customer's intemet connection. Any errors caused arising from the inadequacy or defectiveness of the Customer's IT
infrastructure and/or the connectivity and bandwidth of the Customer's intemet connection may affect the delivery of the Service
including the performance of any restores. The Supplier will notify Customer of any technical failures in respect of delivery of the
Service of which it is aware and subject to the terms of the Service Level Commitments, will endeavor to work with Customer to
assist with rectification of any such failures. Customer acknowledges that changes may be required to the Customer's IT
infrastructure and/orto its Internet connectivity including its bandwidth capacity or otherwise to improvethe speed, performance
and/or delivery of the Service. Customer shall be responsible for the cost of any such changes. Any administrative and technical
notifications in respect of the delivery of the Service will be sent by email to the Customer.
16.3 Except as set forth in the Service Level Commitments, the Supplier makes no warranty that the Service will be uninterrupted,
timely, secure or error free. The Supplier expressly disclaims all liability howsoever arising from any change made to the
Customer's IT configuration of the Client Environment of which Customer has not notified the Supplier in writing. No statement,
whether oral or written, obtained by Customer from the Suppliershall create any warranty not expressly made herein.
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16.4 The Customer recognizes that the Internet consists of multiple participating networks that are separately owned and not subject
to the Supplier's control. The Customer agrees that the Supplier shall not be liable for damages incurred or sums paid when the
Service is temporarily or permanently unavailable due to malfunction of, or cessation of, internet services by networks or Internet
service providers not subject to the Supplier's control, or for transmission errors in, corruption of, or the security of the Customer
Data or data transmitted through the Service carried on such networks or Internet service providers, unless caused by Supplier.
The Supplier shall have no liability hereunder for damages incurred or sums paid due to any fault of Customer or any third parry,
or by any harmful components (such as computer viruses, worms and computer sabotage), unless caused by Supplier. The Supplier
is not liable for any breach of security on the Customer's network, unless caused by supplier.
THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY SUPPLIER. THERE ARE
NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS. CUSTOMER
ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR
SUFFICIENT FOR CUSTOMER'S PURPOSES.
INSURANCE
General liability insurance. Supplier shall maintain commercial general liability insurance with coverage at least as broad as Insurance
Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury,
personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting
standard 150 "insured contract' language will not be accepted. The policy shall provide or be endorsed to provide that Customer and its
officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.
Cyber security and privacy liability. Supplier shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000
general aggregate, which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including but not
limited to personally identifiable information (PII), protected health information (PHI), security codes, access codes, passwords,
etc.
b. Network security liability arising from the unauthorized use of, access to, ortampering with computer systems, including hacker
or denial of service attacks.
c. Liability arising from introducing a computer virus into or otherwise causing damage to suppliers (first -party) or customers
(third party) computer, computer system, network, or similarly related property and the data, software, and programs.
d. Liability arising from professional misconduct or lack of the requisite skill required for performing services defined in the
contract or agreement.
e. Costs associated with restoring, updating, or replacing data.
f. Costs associated with a privacy breach, including notification costs, customer support, forensics, crises management, public
relations consulting, legal services of a privacy attorney, credit monitoring, and identity fraud resolution services for affected
individuals.
If coverage is maintained on a claims -made basis, Supplier shall maintain such coverage for an additional three (3) years following
termination of the contract.
Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to
transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Bests Key Rating Guide, unless
otherwise approved by the Customers Risk Manager.
Primary/non-contributing. Coverage provided by Supplier shall be primary and any insurance or self-insurance procured or maintained by
Customer shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary
and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primary and non-contributory basis for the benefit of Customer before the Customers own insurance or self- insurance
shall be called upon to protect it as a named insured.
Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation
against Customer, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Supplier or others
providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Supplier hereby waives
its own right of recovery against Customer and shall require similar written express waivers and insurance clauses from each of its
subconsuitants.
Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all
inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Supplier maintains higher limits than the minimums shown
above, the Customer requires and shall be entitled to coverage for the higher limits maintained by the Supplier. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Customer.
Notice of cancellation. Supplier agrees to oblige its insurance agent or broker and insurers to provide the Customer with a thirty (30) day
notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required
coverage. If any of the Suppliers insurers are unwilling to provide such notice, then Supplier shall have the responsibility of notifying the
Customer immediately in the event of Suppliers failure to renew any of the required insurance coverages or insurers cancellation or non-
renewal.
17 CONFIDENTIALITY
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17.1 "Confidential Information" means non-public information, technical data or know-how of a parry and/or its Affiliates, which is
furnished to the other parry in written or tangible form in connection with this Agreement. Oral disclosure will also be deemed
Confidential Information if it would reasonably be considered to be of a confidential nature or if it is confirmed at the time of
disclosure to be confidential.
17.2 Notwithstanding the foregoing, Confidential Information does not include information which is: (i) already in the possession of
the receiving parry and not subject to a confidentiality obligation to the providing party; (ii) independently developed by the
receiving parry; (iii) publicly disclosed through no fault of the receiving party; (iv) rightfully received by the receiving parry from a
third parry that is not under any obligation to keep such information confidential; (v) approved for release by written agreement
with the disclosing parry; or (vi) disclosed pursuant to the requirements of law, regulation, or court order, provided that the
receiving party will promptly inform the providing parry of any such requirement and cooperate with any attempt to procure a
protective order or similar treatment.
17.3 Neither parry will use the other party's Confidential Information except as reasonably required for the performance of this
Agreement. Each party will hold in confidence the other party's Confidential Information by means that are no less restrictive
than those used for its own confidential materials. Each party agrees not to disclose the other parry's Confidential Information to
anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same
to perform such parry's obligations hereunder. The confidentiality obligations set forth in this clause 17 will survive for five (S)
years after the termination or expiration of this Agreement.
17.4 Upon termination or expiration of this Agreement, except as otherwise agreed in writing or otherwise stated in this Agreement,
each parry will, upon the request of the disclosing party, either: (i) return all of such Confidential Information of the disclosing
parry and all copies thereof in the receiving party's possession or control to the disclosing party; or (ii) destroy all Confidential
Information and all copies thereof in the receiving party's possession or control. The receiving party will then, at the request of
the disclosing party, certify in writing that no copies have been retained by the receiving party, its employees or agents.
17.5 In case a parry receives legal process that demands or requires disclosure of the disclosing palls Confidential Information, such
party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing parry to challenge such demand.
18 DATA PROTECTION
18.1 The parties agree that the Customer is the Data Controller and the Supplier is the Data Processor in respect of any Personal Data.
18.2 The Supplier will:
18.2.1 take appropriate technical and organizational measures against unauthorized or unlawful processing of, and accidental
loss or destruction of, or damage to, Personal Data, having regard to the state of technological development and the
cost of implementing any measures, to ensure a level of security appropriate to the harm that might result from such
unauthorized or unlawful processing, accidental loss, destruction or damage and the nature of the Personal Data;
18.2.2 only process Personal Data in accordance with instructions from the Customer and the Customer shall not provide the
Supplier access to sensttive personal information that imposes specific security data security obligations for the
processing of such data.; and
18.2.3 take reasonable steps to ensure the reliability of its employees who have access to the Personal Data.
19 TERMINATION
19.1 If a party:
(a) commits a material breach of this Agreement which cannot be remedied; or
(b) commits a material breach of this Agreement which can be remedied but fails to remedy that material
breach within sixty (60) days of a written notice setting out the breach and requiring itto be remedied being
given by the other parry (or such longer period where agreed between the parties.
the other party may terminate this Agreement immediately by giving not less than sixty (60) days' written notice to
that effect to the party in breach.
19.1.1 A breach can be remedied if the party in breach can comply with the relevant obligation in all respects other than as
to time of performance unless time of performance of such obligation is of the essence.
19.1.2 This clause 19.1 will not apply to any failure by the Customer to make any payment due to the Supplier under this
Agreement on or before the due date. Clause 19.2 will apply instead to any such failure.
19.2 The Supplier may terminate this Agreement by giving not less than thirty (30) days' written notice to that effect to the Customer
if the Customer fails to make any payment due to the Supplier under this Agreement within sixty (60) days after the relevant due
date for payment.
19.3 Either party mayterminate this Agreement immediately by giving written noticeto that effect to the other party if the other parry
becomes insolvent. Each party will notify the other party immediately upon becoming insolvent.
19.4 If an application for an administration order, a notice of intention to appoint an administratoror a winding up petition is the only
grounds for giving noticeto terminate, that notice will be deemed to be ineffective if:
19.4.1 inthe eventof an application foran administration order being made, that application is withdrawn or dismissed within
ten (10) Business Days of being made;
19.4.2 in the event of a notice of intention to appoint an administrator being fled, no administrator is appointed within ten
(10) Business Days of the notice being fled; or
19.4.3 in the event of a winding up petition being presented, that petition is withdrawn or dismissed prior to advertisement
and within ten (30) Business Days of presentation.
19.5 The Supplier's rights of termination set out in this Agreement are in addition to and not in substitution for any rights of termination
which may exist at common law.
19.6 Termination of this Agreement for any reason, shall not affect the accrued rights,remedies, obligations or liabilities of the parties
existing at termination.
20 CONSEQUENCES OF TERMINATION
20.1 The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either parry
accrued prior to termination.
20.2 If the Supplier terminates or suspends the Service under this Agreement, Customer must pay within thirty (30) days all Service
Fees and Professional Services Fees that have accrued prior to such termination or suspension, as well as any fees that remain
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unpaid for the Service up to date of termination or suspension plus related taxes and expenses. If the Agreement is terminated
by Customer for any reason other than a termination expressly permitted by the Agreement, Customer agrees that the Supplier
shall be entitled to the Service Fees payable for the Service under the Agreement for the entire Initial Term or if terminated during
an Extended Term, the Service Fees payable for the entire Extended Term, unless a provision to the contrary is stipulated in the
Agreement.
20.3 The clauses in this Agreement which expressly or impliedly have effect after termination will continue to be enforceable
notwithstanding termination.
20.4 The Customer shall not be entitled on or after the termination of this Agreement for any reason whatsoever to a rebate of any
Service Fees paid in advance of their due date.
20.5 On termination of this Agreement howsoever arising the Customer will at the direction of the Supplier return to the Supplier any
documents in its possession or control which contain or record any Confidential Information.
21 FORCE MAIEURE
21.1 Neither parry to this Agreement will be deemed to be in breach of this Agreement or otherwise liable to the other parry in any
manner whatsoever for any failure or delay in performing its obligations under this Agreement due to Force Majeure, provided
that it has complied and continues to comply with its obligations set out in clause 21.2. "Force Majeure" means in this Agreement
catastrophic events of environmental and unforeseen nature. Examples defined as Force Majeure include, but are not limited to,
hurricanes, tornados, earthquakes, and others of like unforeseen environmental impacts.
21.2 If a parry's performance of its obligations under this Agreement is affected by Force Majeure:
21.2.1 it will give written notice to the other parry, specifying the nature and extent of the Force Majeure, within seven days
of becoming aware of the Force Majeure and will at all times use all reasonable endeavors to bring the Force Majeure
event to an end and, whilst the Force Majeure is continuing, to mitigate its severity, without being obliged to incur any
expenditure;
21.2.2 subject to the provisions of clause 21.3, the date for performance of such obligation will be deemed suspended only
for a period equal to the delay caused by such event; and
21.2.3 it will not be entitled to payment from the other parry in respect of extra costs and expenses incurred by virtue of the
Force Majeure.
21.3 If the Force Majeure in question continues for more than three (3) months a parry may give written notice to the other to
terminate this Agreement. The notice to terminate must specify the termination date, which must not be less than fifteen (15)
days and once such notice has been validly given, this Agreement will terminate on that termination date.
21.4 If the Agreement is terminated in accordance with clause 21.3, then neither party will have any liability to the other except that
rights and liabilities which accrued prior to such termination will continue to exist.
22 EMPLOYEES NON -SOLICITATION
22.1 Notwithstanding any degree of supervision exercised by either party over employees of the other, in no circumstances will the
relationship of employer and employee be deemed to arise between either parry and an employee of the other.
22.2 Unless this Agreement is earlier terminated by reason of the Suppliers Insolvency ("Insolvency Event") when no such restrictions
shall apply, during the term of this Agreement and for a period of six months after its termination, Customer will not and will
ensure that its Affiliates will not, directly or indirectly, without the prior written consent of the other, solicit, or permit any of its
group companies to solicit or entice, the employment of any person who is employed by the other parry or any of its group
companies and whose role either wholly or partly relates to the provision of the Service or the performance of this Agreement.
For the purposes of this clause 22, "solicit" or "entice" means the soliciting or enticing of such person with a view to engaging
such person as an employee, director, subcontractor, consultant or independent contractor orthrough a company owned by such
person or his or her family but will not apply in the case of any such person responding without enticement to a job advertisement
which is capable of being responded to by members of the public (or sections thereof) generally.
22.3 In such circumstances where the Supplier suffers an Insolvency Event, nothing in this clause 22 will prohibit the Customer from
soliciting or enticing or attempting to solicit or entice the employment of any of the key personnel for the duration of that
Insolvency Event.
23 ASSIGNMENT
23.1 Either party may assign, novate ordeal in any other manner with any of its rights and obligations under this Agreement.
23.2 Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective
successors and permitted assigns.
24 NOTICES
24.1 Notices will be in writing, in the English language, marked for the attention of the specified representative of the party to be given
the notice or communication and:
24.1.1 sent by pre -paid first-class post to that party's address;
24.1.2 sent by e-mail to that parry's e-mail address (with a copy sent by pre -paid to that party's address within twenty-four
(24) hours after sending the e-mail).
The address, e-mail address and representative for each parry are set out below and may be changed by that party giving at least
five (5) Business Days' notice in accordance with this clause 24:
Prime Government Solutions Inc.
3429 Derry Street
Harrisburg, PA 17111
Attention of: Attention of: PrimeGov Finance
billing@ primegov.com
24.2 Any Notice given in accordance with 24.1 will be deemed to have been served:
24.2.1 if given as set out in clause 24.1.1 at 9.00 am on the second Business Days after the date of posting; or
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24.2.2 if given asset out in clause 21.2.3, at the time of sending (except that Han automatic electronic notification is received
by the sender within twenty-four (24) hours after sending the e-mail informing the sender that the e-mail has not been
delivered to the recipient or that the recipient is out of the office, that e-mail will be deemed not to have been served).
25 RELIANCE ON REPRESENTATIONS
25.1 The Customer acknowledges that this Agreement has not been entered into wholly or partly in reliance on, nor has the Supplier
given or made, any warranty, statement, promise or representation other than as expressly set out in this Agreement.
25.2 Nothing in this clause 25 will exclude any liability which one party would otherwise have to the other party in respect of any
statements made fraudulently.
26 SET-OFF OR WITHHOLDING
All payments to be made by the Customer to the Supplier under this Agreement will (in the absence of express written agreement from
the Supplier) be made in full without any set-off, restriction or condition and without any deduction or withholding for of on account of
any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature unless the
Customer is required by law to make any such deduction or withholding and Customer has given prior notification to Supplier of such
legal obligations on the Customers pan.
27 ENFORCEMENT BY THIRD PARTIES
The terms and conditions of this Agreement are for the sole benefit of the parties and nothing herein will be construed as giving any
rights to any person or parry not a party to it.
28 INVALIDITY/SEVERABILITY
If any clause or part of this Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be
illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Agreement and will be ineffective
without, as far as is possible, modifying any other clause or part of this Agreement and this will not affect any other provisions of this
Agreement which will remain in full force and effect.
29 VARIATION
This Agreement may only be varied or amended in writing and signed by the parties or their authorized representatives of each of the
parties.
30 WAIVER
No failure or delay by the Supplier to exercise any right, power or remedy will operate as a waiver of it not will any partial exercise
preclude any further exercise of the same, or of some other right, power or remedy.
31 DISPUTE RESOLUTION
31.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it ("Dispute") then,
except as expressly provided in this Agreement, the parties shall follow the dispute resolution procedure set out in this clause 31.
31.2 The parties will initially seek to resolve the Dispute through discussion and negotiation in good faith between the appropriate
officers of the parties. If the Dispute is not resolved, through discussion and negotiation under this section, within thirty (30) days
(or such alternative time period as may be agreed between the Parties), the following procedure will apply: -
31.2.1 Any dispute relating to the terms, interpretation or performance of this Agreement(other than claims for preliminary
injunctive relief or other pre -judgment remedies) will be resolved at the request of either party through binding
arbitration. Arbitration will be conducted under the rules and procedures of the American Arbitration Association
("AAA"). The parties will request that AAA appoint a single arbitrator. Judgment on the arbitrators award may be
entered in any court having jurisdiction. In the event any provision of this Agreement is held by a tribunal of competent
jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect
and an enforceable provision that most closely reflects the parties' intent will be substituted for the unenforceable
provision. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach
or default, and will not act to amend or negate the rights of the waiving party.
32 GOVERNING LAW AND JURISDICTION
32.1 The formation, existence, construction, performance, validity and all aspects whatsoever of this Agreement or of any term of
this Agreement will be governed by the laws of the State of California.
32.2 The courts of Los Angeles County, State of California will have non-exclusive jurisdiction to settle any disputes which may arise
out of or in connection with this Agreement. The parties irrevocably agree to submit to that jurisdiction except that either parry
may seek injunctive relief in any court of competent jurisdiction.
33 MERGER AND MODIFICATION
This Agreement, including the attached documents, constitutes the entire agreement between the parties. There are no understandings,
agreements, or representations, oral or written, not specified within this Agreement. This Agreement may not be modified,
supplemented, or amended, in any manner, except by written agreement signed by both parties.
34 INTERLOCAL AGREEMENT
This Agreement may be extended for use by other municipalities and governmental agencies upon execution of an addendum or other
signed writing setting forth all of the terms and conditions for such use, including the products and services and fees applicable thereto.
Any such usage by other entities must be in accordance with the code, charter, and/or procurement rules and regulations of those
respective governmental entities.
35 NONDISCRIMINATION AND COMPLIANCE WITH LAWS
Supplier agrees to comply with all applicable laws, rules, regulations, and policies, including those relating to nondiscrimination,
accessibility, and civil rights. Supplier agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes
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and premiums owed, including sales and use taxes and unemployment compensation and workers' compensation premiums. Supplier
shall have and keep current at all times during the term of this Agreement all licenses and permits required by law.
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SIGNED BY the parties on the date stated at the beginning of this Agreement.
City of Rosemead, CA
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.�;............................... _...................................
Authorized Signature
— GIrG� f/lrnan s<..
Print Name/fitle
......'._23..'_�a %'�.............
Date
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PIUMEGOV
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i Digitallysigned by
Sherif AgibAgib
2022.05.19
Authorized Signature
Sherif Agib/President
Print Name/ ritie
5-19-2022
.............................
Date
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SCHEDULE 1—Support Services Contract
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This Support Services Contract describes the expected performance of the PrimeGov Service, the procedures for reporting an issue, and
expected turnaround time on issues reported.
1. Service Uptime Target. PrimeGov has a target uptime of >99.95% measured on a monthly basis. This time excludes any planned
maintenance that have been identified to the Customer. PrimeGov shall give a minimum of two (2) business days' notice for
planned maintenance updates. Planned maintenance will be targeted to occur between 12:00 a.m. (midnight) to 03:00 a.m.
Mountain Time on Friday. Update notes are published as part of the maintenance notification, highlighting new features,
improvements, and bug fixes. Maintenance time frames are subject to change by PrimeGov, and proper notification is provided
to the Customer within the minimum two (2) business day period.
Reporting an Issue.
a. Contact Details. At PrimeGov, we built our support system with alerts to anticipate any service disruption so that our
Customer Success team can address any technical items before they become an issue for our customers. In the use
where a Customer discovers an issue, or the Service is unavailable, the Customer should notify the PrimeGov Customer
Success team through one of the following channels:
I. Entering a ticket in the help desk system at su000rt.orimeeov.com.
If. E -mailing the Customer Success team directly at support@primegov.com.
!if. Calling the Customer Success team at 1-833-634-6349.
III. Hours of Coverage. Regular Support Services are provided between 8:00 am and 6:00 pm Mountain Time, Monday
through Friday. On-call and emergency support are provided outside of regular Support Service hours online and by
phone. More specifically, the hours are as follows:
I. Call for phone support. Phone support is available twenty-four (24) hours a day, seven (7) days a week by
calling 1-833-634-6349.
if. Enter an issue in the helpdesksyrtem. This service is available twenty-four(24) hours a day, seven (7) days
a week at su000rt.orimeeov.com.
Ill. Email an issue to the Customer Success team. This service is available twenty-four (24) hours a day, seven
(7) days a week.
c. Customer Priority Identification. The Customer will supply their determined priority for each support item logged in
accordance with the following Priority Code:
PRIORITY CODE
DESCRIPTION
P1 -Critical
The problem is impacting all Users by the Service being unavailable with no work-
Critical
around available.
P2 - High
The problem is Impacting a significant number of Users and is causing a significant
1 hour
business impact, where there is no work -around available.
P3 - Moderate
The problem is impacting a small number of Users and is causing a minor business
P4
impactor is causing asignificant business impact, butthere is a workaround available.
P4 -Low
Non -service affecting defect. Non -urgent or cosmetic problems, queries, causing
inconvenience only.
Resoling an Issue
a. Steps to Resolution.
I. PrimeGov Customer Success staff will analyze the issue and revert to the Customer with an assessment of
the issue.
if. The issue will then result in one of the following actions:
1. The PrimeGov Customer Success staff will send a set of steps to close the issue with associated
times.
2. PrimeGov Customer Success staff will ask for more clarification/ information on the issue.
3. PrimeGov Customer Success staff may discuss the priority of the issue.
4. The Customer and the PrimeGov Customer Success staff will mutually agree to close or
reprioritize an issue.
fit. If a support issue is closed because it has been successfully resolved, then PrimeGov Customer Success staff
will provide a brief description of the final solution to the Customer.
b. Target Response Time. PrimeGov will aim to provide the Customer with a response within a specific time limit based
on the agreed Priority Code of the Support Issue (a "Target Response Time"). The following Target Response Times
are within the hours of coverage:
PRIORITY CODE
DESCRIPTION
TARGET RESPONSE TIME<
Pi
Critical
30 minutes
P2
High
1 hour
P3
Moderate
2 hours
P4
Low
40 hours
4. Problem Escalation. A Support Call's Priority Code may be escalated by either the Customer or PrimeGov, if it is found to be more
business critical than first realized or if the steps to resolve are proving unsatisfactory. In the event of escalation, the following
contacts from PrimeGov should be called:
ROLE NAME CONTACT EMAIL
Technical Support Lead Sydney Erickson sydney.erickson@primegov.com
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Technical Support Director LarryThor a larry.thorpe@Drimegov.com
President Sherif Agib sherif@primegov.com
5. Minor Enhancements. Requests by the Customer for minor enhancements or changes to the Service not relating to a defect or
error inherent in the Service will be considered on a case-by-case basis and will be included under this Agreement at the sole
discretion of PrimeGov if in the PrimeGov software product roadmap.
6. Knowledge Base. PrimeGov provides a searchable online knowledge base for questions and issue resolution is available at
Su000rt.orimeeov.com. The documentation provided includes product updates, technical assistance, and tutorials. The content is
regularly updated and expanded and each article contains links to related articles for increased navigation. The knowledge base
is available on the same website as the support ticket management system for ease-of-use.
Exclusions
a. Requests by the Customer for significant enhancements or changes to the Service not relating to a defect or error
inherent in the Service will be excluded from this Agreement and will be managed separately.
b. PrimeGov is only obliged to provide the Support Services with respect to the then current version of the Service. If
PrimeGov provides Support Services for older versions/releases, this is done without obligation on an "as -ii' basis at
PrimeGov's sole discretion and without any service level applying and PrimeGov may make the provision of further
Support Services for older versions of the Service subject to the payment of additional fees.
C. Any alteration, modification or maintenance of the Service by the Customer or any third parry which has not been
authorized in writing by PrimeGov.
d. Any failure by the Customer to implement any recommendations, solutions to faults, problems or updates previously
advised or delivered by PrimeGov to the Customer.
e. Either Parry being subject to force Majeure.
f. The Customer's failure, inability or refusal to allow PrimeGov's personnel proper and uninterrupted access to the
Service.
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