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HomeMy WebLinkAboutCC Resolution 13342 - Three year contract with Peregrine budget adjustmentsRESOLUTION NO. 13342 RESOLUTION APPROVING A THREE-YEAR CONTRACT WITH PEREGRINE TECHNOLOGIES INC., AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT, DISPENSING WITH BIDDING REQUIREMENTS AS SPECIFIED IN CAMPBELL MUNICIPAL CODE SECTION 3.20.030(7), AND APPROVING ASSOCIATED BUDGET ADJUSTMENTS. WHEREAS, the opioid epidemic, particularly the rising prevalence of fentanyl, continues to have devastating effects on communities throughout Santa Clara County; and WHEREAS, the Police Department is committed to utilizing innovative technology to combat this crisis, enhance public safety, and improve officer -and first responder safety; and WHEREAS, the Peregrine software's predictive capabilities will enable the Police Department to take a proactive stance in combating opioid misuse by analyzing trends and identifying patterns such as the geographic spread of overdoses or increased opioid-related activity; and WHEREAS, Peregrine, through mutual agreement, will allow for the connection of disparate law enforcement agency information systems in Santa Clara County and the Bay Area improving coordination of response and allocation of services to better address the needs of communities disproportionately affected by substance abuse disorders; and WHEREAS, the City's agreement with Peregrine Technologies, Inc. will include a first - year pilot period to evaluate the effectiveness of the software, with options to terminate the agreement after the first or second year with thirty (30) days' written notice; and WHEREAS, the appropriation of a portion of the Opioid Settlement Funds towards acquiring Peregrine meets the state requirements; and WHEREAS, all costs associated with the Peregrine contract will be funded through restricted Opioid Settlement Funds, with no impact to the City's General Fund; and WHEREAS, Peregrine is the only vendor capable of providing the equipment and services required by the City and the purchase of equipment and services is being made pursuant to Campbell Municipal Code 3.20.030 (7). NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Campbell approving a three-year contract with Peregrine, authorizing the City Manager to sign the contract, dispense with bidding requirements as specified in Campbell Municipal Code Section 3.20.030(7), and approving associated budget adjustments. PASSED AND ADOPTED this 21st day of October, 2025, by the following roll call vote: AYES: Councilmembers: Bybee, Hines, Scozzola, Furtado, Lopez NOES: Councilmembers: None ABSENT: Councilmembers: None ATTEST: i2kkO 6 k� Andrea Sand City Clerk rr APP Sergio Lopez, Mayor Peregrine PEREGRINE CUSTOMER ORDER FORM & SCOPE OF SERVICES Customer Information _ Customer Name: Campbell Police Department Address: 70 N. First St, Campbell CA Email: gberg@campbellca.gov Contact: Chief Gary Berg Phone: 408-866-2121 Fax: N/A {PeregrjneServices.,.. Effective Date: October 31, 2025 Initial Term: From the Effective Date through October 30, 2026 ("Initial Term"). Service Fee: The following fee schedule is available to the Customer if Order Form is signed on or before October 31, 2025. Unless otherwise terminated as set forth in the Terms and Conditions, Customer shall pay Peregrine a service fee of $71,500 annually for the Term as follows: a. Initial Term: $71,500 within 30 days of the Effective Date The Customer has the option to continue use of the Service for up to two (2) optional annual terms as follows: b. Option Year 1: $71,500 within 30 days of October 31, 2026 c. Option Year 2: $71,500 within 30 days of October 31, 2027 Users: Customer may allow an unlimited number of employees of the Campbell Police Department 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: The initial Customer Data sources and systems that Peregrine will integrate with the Service for Customer are: AXON RMS, Central Square CAD, AXON BWC, AXON Fleet 3, Flock ALPR, and FUSUS*. *Peregrine shall include integration with FUSUS at no additional cost to the Customer, contingent upon the Customer's ability to provision access to the FUSUS platform. The fee schedule above includes support for up to 75 million annual LPR reads and a 30-day retention of LPR detections. The Customer is responsible for any third -party API or data access fees. Copyright 2022, Peregrine Technologies, Inc. All rights reserved. Copyright extends to ail pages of this document. u Peregrine 10/17/25 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 a statement of work. 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. 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 and Conditions. By signing this Order Form, 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 M M Name: Nicholas Noone Name: Title: Date Signed: President & CEO Title: Date Signed: Attest: Name: Proprietary and Confidential V Peregrine 10/17/25 Peregrine Customer Terms and Conditions These Peregrine Customer Terms and Conditions govern the provision of the services described on the attached Order Form ("Order Form") by Peregrine Technologies, Inc. ("Peregrine") to the Campbell Police Department ("Customer"). By executing an Order Form with Peregrine, Customer agrees to be bound by these Terms and Conditions. 1. Definitions. "Aggregated Data" has the meaning specified in Section 6.1. "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. "Client -Side Software" means any software in source or object code form that Peregrine makes available for use in connection with the Service, including Peregrine's mobile application(s). "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 enforcement, 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 Service or otherwise in connection with this Agreement, including any databases Customer procures from third party vendors for Peregrine's integration with the Service; provided that, for purposes of clarity, Customer Data as defined herein does not include Aggregated Data. "Documentation" means the materials supplied by Peregrine hereunder, in any media, including any and all installer's, operator's and user's manuals, training materials, guides, functional or technical specifications or other materials for use in conjunction with the Service. "Personal Information" means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered "personal data", "personally identifiable information", or something similar under applicable laws, rules, or regulations relating to data privacy. "Professional Services" has the meaning specified in Section 2.2. "Service" means Peregrine's proprietary platform that assists Users with criminal investigations and police leadership decision making, consisting of a hosted web -based interface and the Client -Side Software. 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. "Third Party Products" means any third -party products provided with, integrated with, or incorporated into the Service, including Third Party 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 and passwords by Peregrine. 2. Provision of the Service and Additional Services. 3 Proprietary and Confidential v Peregrine 10/17/25 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, Customer may: (a) access and use the Service for up to the number of Users set forth in the Order Form, (b) download and reproduce the applicable Documentation solely for internal use in association with the Service, and (c) download, install, and use any Client -Side Software in support of Customer's use of the Service, in each case on a nonexclusive, non -transferable, and non-sublicensable basis and solely for Customer's internal business purposes. Peregrine shall provide Customer 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 standard 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 executed 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. To the extent the Professional Services result in any software code or other tangible work product ("Work Product"), all such Work Product will remain owned solely and exclusively by Peregrine and may be used by Customer solely in connection with Customer's authorized use of the Service under this Agreement. Customer shall permit Peregrine access to Customer's offices and any other facilities necessary for Peregrine to provide the Professional Services. 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 Support, 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 and obtain Customer's prior written permission for date, time, and place of access, as necessary to comply with Customer's access security policies. Customer will also permit and enable Peregrine to have offsite access to Customer Data and the 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. 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 Service hereunder. 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 this Agreement. Peregrine shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and 4 Proprietary and Confidential V Peregrine 10/17/25 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. 2.7. Suspension. Notwithstanding anything to the contrary in this Agreement, Peregrine may temporarily suspend Customer's and any User's access to any portion or all of the Service if: (a) Peregrine reasonably determines that (i) there is a threat or attack on the Service; (ii) Customer's or any User's use of the Service disrupts or poses a security risk to the Service or to any other customer or vendor of Peregrine; (iii) Customer, or any User, is using the Service for fraudulent or illegal activities; (iv) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (v) Peregrine's provision of the Service to Customer or any User is prohibited by applicable law; or (vi) any Customer Data submitted, posted, or otherwise transmitted by or on behalf of Customer or an User through the Service may infringe or otherwise violate any third party's intellectual property or other rights; (b) any vendor of Peregrine has suspended or terminated Peregrine's access to or use of any Third Party Products required to enable Customer to access the Service; or (c) if Customer fails to pay any undisputed fees when due (any such suspension described in subclauses (a), (b), or (c), a "Service Suspension"). Peregrine shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Service following any Service Suspension. Peregrine shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Peregrine will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any User may incur as a result of a Service Suspension. 2.8. Third Party Products. Peregrine may from time to time make Third Party Products available to Customer or Peregrine may allow for certain Third Party Products to be integrated with the Service. For purposes of this Agreement, such Third Party Products are subject to their own terms and conditions. Peregrine is not responsible for the operation of any Third Party Products and makes no representations or warranties of any kind with respect to Third Party Products or their respective providers. If Customer does not agree to abide by the applicable terms for any such Third Party Products, then Customer should not install or use such Third Party Products. By authorizing Peregrine to transmit Customer Data from Third Party Products into the Service, Customer represents and warrants to Peregrine that it has all right, power, and authority to provide such authorization. 2.9. Open Source Components. Certain aspects of the Service, such as the Client -Side Software, may contain or be distributed with open source software code or libraries ("Open Source Components"). Peregrine will provide a list of Open Source Components for a particular version of any distributed portion of the Service, such as the Client -Side Software, on Customer's request. To the extent required by the license applicable to such Open Source Components: (a) Peregrine will use reasonable efforts to deliver to Customer any notices or other materials (such as source code); and (b) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of such licenses require Peregrine to make an offer to provide source code or related information in connection with the Open Source Component, such offer is hereby made. For purposes of clarity, Open Source Components are Third Party Products. 2.10. Service Level Agreement. This Agreement shall incorporate the Service Level Agreement ("SLA") as Appendix C, which describes the service level commitments provided by Peregrine Technologies ("Peregrine") to the End User regarding the availability, support, and maintenance of the Service. In the event of a conflict between the SLA and the Agreement, the Agreement shall control except with respect to the specific terms of service availability, support, and remedies set forth therein. 3. Customer Responsibilities. Proprietary and Confidential V Peregrine 10/17/25 3.1. Generally. Customer is responsible for all activities that occur under User accounts. Customer 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) prevent unauthorized access to, or use of, the Service, and notify Peregrine immediately of any unauthorized access or use; (d) ensure each User has its own unique account on the Service and that Users do not share their account credentials with one another or any third party; and (e) comply with all applicable laws in using the Service. Customer agrees to provide its Users with the applications necessary to run the Service as set forth in the Documentation. 3.2. Use Restrictions. Customer shall not use the Service for any purposes beyond the scope of access granted under this Agreement. Without limiting the generality of the foregoing, Customer shall not, and shall ensure Users do not: (a) license, sublicense, sell, 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; (f) attempt to gain unauthorized access to the Service or its related systems or networks; (g) copy, modify, or create derivative works based upon the Service or any component thereof; (h) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service or any component thereof; (i) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any third party or that violates any applicable law; (j) access or use the Service for purposes of competitive analysis of Peregrine or the Service, the development, provision, or use of a competing service or product, or any other purpose that is to Peregrine's detriment or commercial disadvantage; or (k) input, upload, transmit, or otherwise provide to or through the Service any information or materials, including Customer Data, that are unlawful or injurious in any way 3.3. CJIS Requirements. Customer certifies that it and its Users will comply with the following CJIS requirements: (a) Customer agrees to use training, 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 employment 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. 3.4. 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 accident caused by a result of distraction such as from viewing the screen while operating a moving vehicle. 3.5. Customer Logo. Customer retains the right to approve in advance Peregrine's use of 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. 3.6. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Peregrine by mail, email, telephone, or otherwise, suggesting or recommending changes to the Service, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Peregrine is free 0 Proprietary and Confidential V Peregrine 10/17/25 to use such Feedback internally irrespective of any other obligation or limitation between the parties governing such Feedback. 4. Fees & Payment. 4.1. Fees. Customer shall pay the fees for the Service as specified in the Order Form and in any SOWs. All fees are non-refundable except to the extent otherwise expressly set forth in this Agreement. 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. 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. The "Peregrine Technology "means (a) the Peregrine name, the Peregrine logo, and other trademarks and service marks; (b) audio and visual information, documents, software and other works of authorship, including training materials; (c) other technology included in the Service, including Client -Side Software, graphical user interfaces, workflows, products, processes, algorithms, 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. Peregrine owns and shall retain all rights in the Peregrine Technology. Other than as expressly set forth in Section 2.1 above, no license or other rights in or to the Peregrine Technology or related intellectual property rights 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. 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 Peregrine 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 convey any Sensitive Information and Confidential Information, including 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 access control technologies that meet or exceed CJIS requirements. In addition, Peregrine has installed and configured solid network intrusion prevention appliances for adherence to the CJIS Security Policy. 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 Third Party Data terminate or the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion. 7 Proprietary and Confidential V Peregrine 10/17/25 6.4. Processing of Personal Information. Peregrine's rights and obligations with respect to Personal information it collects directly from individuals are set forth in Peregrine's Privacy Policy <https://peregrine.io/privacy-policy/>. Personal Information included within Customer Data and processed by Peregrine on behalf of Customer is governed by this Agreement. 6.5. Sensitive Information; Marking Requirements. To the extent Customer provides Customer Data that Customer considers to be sensitive, proprietary, restricted, or otherwise requiring sensitive treatment ("Sensitive Information"), Customer is solely responsible for providing appropriate markings to designate the applicable Customer Data as Sensitive Information. Customer shall provide Peregrine with documentation and/or instructions in writing with sufficient detail for Peregrine to identify and distinguish content that is Sensitive Information within other provided Customer Data. Customer shall (a) mark Sensitive Information on its face, (b) make the appropriate designations for Sensitive Information in document metadata, (c) provide Peregrine with a table or other list of Sensitive Information that contains sufficient detail to identify the Sensitive Information; or (d) identify Sensitive Information to Peregrine in some other mutually agreed upon method. Peregrine shall not be responsible for failure to designate Sensitive Information with specific access control status based on Customer failure to provide sufficient information to identify Sensitive Information. 7. Confidentiality. 7.1. Definition of Confidential Information. The term "Confidential Information" means all confidential 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 or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, any Third Party Data, the Service, the Documentation, the Peregrine Technology, business and marketing plans, technology and technical information, 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 the 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 confidential 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 obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party. 7.4. Public Records Acts. Peregrine acknowledges that Customer is a public entity and may be governed by applicable laws, rules, or regulations relating to public records (each a "Public Records Act"). Nothing in this Section 7 shall prevent Customer from disclosing Confidential Information for purposes of complying with an applicable Public Records Act to the extent legally required. 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 Section 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. Proprietary and Confidential V Peregrine 10/17/25 7.6. Indemnification of Breach of Confidential Information and/or Customer Data. Peregrine shall indemnify Customer, and its officers, employees, agents, and volunteers, against any loss, damage, or costs finally awarded or entered into a settlement (including, without limitation, reasonable attorneys' fees) in connection with demands, actions, liabilities, damages, or claims made or brought against the Customer by a third party arising from Peregrine's negligence, willful misconduct, or material breach of this Agreement resulting in the unauthorized disclosure of Customer Data, , or other breaches of Peregrine's security, privacy, and/or confidentiality obligations under this Agreement. This obligation shall not apply to incidents resulting from factors outside Peregrine's reasonable control, including the acts or omissions of Customer or its users. 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. Infringement Warranty. To the best of Peregrine's knowledge as of the Effective Date of this Agreement, the Service, as provided by Peregrine and used in accordance with this Agreement will not infringe the intellectual property of any third party. 8.3. Service Warranty. The Services will be performed in (i) material accordance with this Agreement, (ii) a timely, workmanlike manner, and (iii) in accordance with generally accepted industry practices for services of this kind. 8.4. Legal Compliance Warranty. Peregrine and its employees, agents, and subcontractors will comply and will ensure its Software and Services comply with all generally applicable laws and regulations to its provision of the Service. Peregrine shall, at its sole costs, use commercially reasonable efforts to promptly furnish all updates to the Software necessary for compliance with any change in laws or regulation during the term of this Agreement, to the extent such compliance is within Peregrine's reasonable control. 8.5. Changes in Functionality. Peregrine shall not materially reduce the core functionality of the Software in a way that materially and adversely affects Customer's use, without providing substantially equivalent functionality. 8.6. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 8.1 THROUGH 8.5, EXCEPT TO THE EXTENT CAUSED BY PEREGRINE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND EXCEPT FOR EACH PARTY'S INDEMNITY OBLIGATIONS HEREUNDER, PEREGRINE MAKES NO OTHER 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. EXCEPT FOR PEREGRINE'S INDEMNIFICATION OBLIGATIONS, AND EXCEPT FOR LIABILITY CAUSED BY FRAUD, WILLFUL MISCONDUCT, OR VIOLATION OF LAW (WHETHER NEGLIGENT OR WILLFUL), 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. Indemnification by Peregrine. Peregrine shall at its expense defend Customer and its officers, directors, officials, agents, volunteers and employees ("Customer Indemnified Parties") against any claim made or brought against any Customer Indemnified Party by a third party alleging that the Service as provided to Customer and when used in accordance with this Agreement or to the Customer's authorized use of the Software, actually or allegedly, directly or contributorily, infringes any intellectual property rights of a third party (each, a "Customer Claim"), and shall indemnify and 0 Proprietary and Confidential V Peregrine 10/17/25 hold Customer Indemnified Parties harmless from 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 Peregrine in a settlement with respect to such Customer Claim; provided, that Customer (a) promptly 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 without Customer's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed); and (c) provides to Peregrine, at Peregrine's cost, all reasonable assistance in the defense and settlement of the Customer Claim. Peregrine shall have no obligation under this Section 9.1 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 combination 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 Service or portion thereof after Peregrine has terminated this Agreement or such portion of the Service in accordance with this Section 9.1, or (v) Third Party Products. 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. Peregrine further agrees to defend, indemnify, and hold harmless the Customer, its officers, employees, agents, and volunteers from and against any and all claims, demands, actions, liabilities, damages, or expenses caused by or resulting from the gross negligence, recklessness, or willful misconduct of Peregrine, Peregrine's officers, employees, agents, or subcontractors in any way related to this Agreement. Peregrine shall not enter into any stipulated judgment or settlement that purports to bind Customer without Customer's express written authorization, which shall not be unreasonably withheld or delayed. This provision shall survive termination or expiration of this Agreement. 9.2. Indemnification by Customer. To the extent permitted by applicable law, Customer shall at its expense defend Peregrine and its officers, directors, officials, agents, volunteers and employees ("Peregrine Indemnified Parties") against any claim made or brought against any Peregrine Indemnified Party by a third party based on: (a) Customer's negligence, gross negligence, fraud, or willful misconduct; (b) Customer's use of the Service in a manner not authorized by this Agreement; or (c) Customer Data or Peregrine's authorized use of such Customer Data (each, a "Peregrine Claim"), and shall indemnify and hold Peregrine Indemnified Parties harmless from 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 Customer in a settlement with respect to such Peregrine Claim; provided, that Peregrine (i) promptly gives written notice of the Peregrine Claim to Customer; (ii) gives Customer sole control of the defense and settlement of the Peregrine Claim (provided that Customer may not agree to any settlement that imposes any liability or obligation on Peregrine without Peregrine's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed); and (iii) provides to Customer, at Customer's cost, all reasonable assistance in the defense and settlement of the Peregrine Claim. Customer shall not enter into any stipulated judgment or settlement that purports to bind Peregrine without Peregrine's express written authorization, which shall not be unreasonably withheld or delayed. This provision shall survive termination or expiration of this Agreement. 9.3. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PEREGRINE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS BY THIRD PARTIES RELATING TO THE SERVICE OR ITS USE. 10. Limitation of Liability. Proprietary and Confidential 10 `/ Peregrine 10/17/25 10.1. Exclusion of Consequential and Related Damages. EXCEPT FOR A PARTY'S BREACH OF SECTION 7, A PARTY'S INDEMNIFICATION AND DEFENSE OBLIGATIONS, A PARTY'S WARRANTY OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, 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. 10.2. Liability Cap. IN NO EVENT SHALL PEREGRINE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED TWO TIMES THE TOTAL AMOUNTS PAID TO PEREGRINE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. 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. 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. Unless legally prohibited, Peregrine shall delete all Customer Data in its systems or otherwise in its possession or under its control. Notwithstanding the foregoing or any other provision of this Agreement, Peregrine may use in perpetuity any Aggregated Data. 11.4. Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 4, 5, 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 A: 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. Peregrine's Books and Records. To the extent required by applicable laws, rules, or regulations, 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 payment to 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. 11 Proprietary and Confidential V Peregrine 10/17/25 12.4. 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, insurrection, 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. 12.5. 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. 12.6. Additional Government Terms. Peregrine acknowledges that Customer may be a public entity and, accordingly, certain additional laws, rules, and regulations may take precedence over the terms and conditions of this Agreement (the "Additional Government Terms"). The Additional Government Terms, if any, are attached hereto as Appendix B: Provisions for California Public Entities, and will govern to the extent of any conflict with any other term of this Agreement. 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 confirmed facsimile; or (d) after confirmed receipt of an email. Notices to Peregrine shall be addressed to the attention of Nick Noone, CEO, Peregrine Technologies, nick@peregrine.io, with a copy to ben@peregrine.io. 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 court of competent jurisdiction to be contrary to law, the provision shall be modified 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 hereunder, 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 successors and permitted assigns. 12.10. Governing Law. This Agreement shall be governed by the laws of California. The state courts located in Santa Clara County, CA or the United States District Court for the Northern District of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this 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 jurisdiction 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 12 Proprietary and Confidential V Peregrine 10/17/25 agree that any rule of construction to the effect that ambiguities are to be resolved 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 matter. 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. 13 Proprietary and Confidential V Peregrine Appendix A: Insurance 10/17/25 Peregrine, at its own cost and expense, shall procure the types and amounts of insurance specified herein and maintain that insurance throughout the term of the Agreement. The cost of such insurance shall be included in the Peregrine's bid or proposal. Peregrine shall be fully responsible for the acts and omissions of its subcontractors or other agents. Workers' Compensation. Peregrine shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Peregrine in the amount required by applicable law. The requirement to maintain Statutory Workers' Compensation and Employer's Liability Insurance may be waived by the Customer upon written verification that Peregrine is a sole proprietor and does not have any employees and will not have any employees during the term of this Agreement. Commercial General and Automobile Liability Insurance General requirements. Peregrine, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence and $2,000,000 aggregate, combined single limit coverage for risks associated with the work contemplated by this Agreement. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition) covering any auto (Code 1), or if Peregrine has no owned autos, hired (code 8) and non -owned autos (Code 9). No endorsement shall be attached limiting the coverage. Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Commercial General and Automobile Liability Insurance shall cover on an occurrence basis. b. Customer, its officers, officials, employees, agents, and volunteers shall be covered as additional insureds for liability arising out of work or operations on behalf of the Peregrine, including materials, parts, or equipment furnished in connection with such work or operations; or automobiles owned, leased, hired, or borrowed by the Peregrine. Coverage can be provided in the form of an endorsement to the Peregrine's insurance at least as broad as CG 20 10 1185, or both CG 20 10 10 01 and CG 20 3710 01. C. For any claims related to this Agreement or the work hereunder, the Peregrine's insurance covered shall be primary insurance as respects the Customer, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, agents or volunteers shall be excess of the Peregrine's insurance and non- contributing. d. The policy shall cover inter -insured suits and include a "separation of Insureds" or "severability" clause which treats each insured separately. e. Peregrine agrees to give at least 30 days prior written notice to Customer before coverage is canceled or modified as to scope or amount. Professional Liability Insurance. General requirements. Peregrine, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant 14 Proprietary and Confidential u Peregrine 10/17/25 to this Agreement in an amount not less than $1,000,000 per occurrence or claim covering the Peregrine's errors and omissions. Claims -made limitations. The following provisions shall apply if the professional liability coverage is written on a claims -made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Peregrine must purchase an extended period coverage for a minimum of five (5) years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the Customer for review prior to the commencement of any work under this Agreement. Privacy, Technology, and Data Security Liability, Cyber Liability, or Technology Professional Liability Insurance. General Requirements. Insurance coverage in the amount of $5,000,000 per occurrence or claim, $5,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant in this contract. The policy(ies) shall include coverage for claims involving security breach, system failure, data recovery, business interpretation, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy(ies) shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. The policy(ies) shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Customer in the care, custody, or control of Peregrine. All Policies Requirements. Submittal Requirements. Peregrine shall submit the following to Customer prior to beginning services: Certificate of Liability Insurance in the amounts specified in this Agreement; and Additional Insured Endorsement as required for the General Commercial and Automobile Liability Polices. Acceptability of Insurers. All insurance required by this Agreement is to be placed with insurers with a Bests' rating of no less than A:VII. Deductibles and Self -Insured Retentions. Insurance obtained by the Peregrine shall have a self - insured retention or deductible of no more than $100,000. Wasting Policies. No policy required herein shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). Waiver of Subrogation. Peregrine hereby agrees to waive subrogation which any insurer or contractor may require from Peregrine by virtue of the payment of any loss. Peregrine agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the Customer has received a waiver of subrogation endorsement from the insurer. 15 Proprietary and Confidential u Peregrine 10/17/25 The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the Customer for all work performed by the Peregrine, its employees, agents, and subcontractors. Subcontractors. Peregrine shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein, and Peregrine shall ensure that Customer, its officers, officials, employees, agents, and volunteers are covered as additional insured on all coverages. Excess Insurance. If Peregrine maintains higher insurance limits than the minimums specified herein, Customer shall be entitled to coverage for the higher limits maintained by the Peregrine. Remedies. In addition to any other remedies Customer may have if Peregrine fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Customer may, at its sole option, order Peregrine to stop work under this Agreement and withhold any payment that becomes due to Peregrine hereunder until Peregrine demonstrates compliance with the requirements hereof, or terminate this Agreement. 16 Proprietary and Confidential v Peregrine 10/17/25 Appendix B::Provisions for California Public Entities Compliance with Applicable California, Laws. Peregrine shall, 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. California Public Records Act. Peregrine acknowledges that Customer is a public entity governed by the California Public Records Act and that nothing in this Agreement shall prevent Customer from disclosing Confidential Information for purposes of complying with the California Public Records Act. 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 Peregrine 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. Political Reform Act Conflicts. 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. No officer or employee of Customer shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. California State Auditor Requirements. 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. 17 Proprietary and Confidential V Peregrine Peregrine Technologies Appendix c: Service Level Agreement 1. Purpose and Relationship to Agreement This Service Level Agreement ("SLA") describes the service level commitments provided by Peregrine Technologies ("Peregrine") to the Campbell Police Department ("End User") regarding the availability, support, and maintenance of the Service. This SLA forms part of, and is governed by, the applicable Agreement between Peregrine and End User, which consists of the Order Form together with the attached Terms and Conditions (the "Terms and Conditions," and together with this Order Form and the SLA, the "Agreement"). All capitalized terms not defined in this SLA shall have the meanings set forth in the Agreement. In the event of a conflict between this SLA and the Agreement, the Agreement shall control except with respect to the specific terms of service availability, support, and remedies set forth herein. 2. Definitions For purposes of this SLA, the following definitions apply: Agreement means the applicable End User License Agreement and Terms of Service (EULA/TOS) and, if applicable, any order entered into between Peregrine and the End User governing the End User's access to and use of the Service. Availability means the percentage of time during a calendar month that the Service is operational and accessible, excluding Excluded Downtime. Downtime means any period during which the Service is not materially available to End Users, excluding Excluded Downtime. Excluded Downtime means any period of unavailability caused by Scheduled Maintenance, Emergency Maintenance, or by circumstances beyond Peregrine's reasonable control, including but not limited to Force Majeure Events as defined in.the Agreement. Emergency Maintenance means maintenance performed outside of Scheduled Maintenance windows in response to urgent events, including security threats or critical system failures. Incident means an event that impacts the availability, functionality, or performance of the Service. Scheduled Maintenance means planned maintenance periods during which the Service may be unavailable, as described in the Scheduled Maintenance and Emergency Maintenance section of this SLA. Service means the Peregrine platform and related software and services made available to the End User under the Agreement. V Peregrine 3. Scope of Services This SLA applies solely to the production environment of the Service provided by Peregrine to the End User under the Agreement. It does not apply to beta features, pre-release functionality, custom development projects, or third -party integrations unless explicitly stated otherwise in the Agreement or an applicable statement of work. Beta features, pre-release functionality, custom development projects, and experimental features are provided "as is," without warranty of any kind, and are excluded from all service level commitments. Support and service level commitments are limited to the functionality and performance of the Service as made generally available by Peregrine. 4. Service Availability Commitment Peregrine will use commercially reasonable efforts to ensure that the Service meets or exceeds an Availability level of 99.9% during each calendar month, excluding Excluded Downtime. 4.1. Measurement of Availability Peregrine commits to achieving an Availability level of 99.9% during each calendar month, excluding Excluded Downtime, and will use commercially reasonable efforts to meet or exceed this standard. Availabilityo _ (Total Minutes —Downtime Minutes k Total Minutes x 100 where "Total Minutes" excludes minutes of Excluded Downtime. Peregrine provides availability metrics at status.peregrine.io. 4.2. Excluded Downtime Excluded Downtime includes, but is not limited to: • Scheduled Maintenance (as defined in under the Scheduled Maintenance heading), • Emergency Maintenance, • Downtime caused by Force Majeure Events, • Downtime resulting from the End User's misuse, improper configuration, or failure to comply with Peregrine's published documentation, • Downtime caused by third -party services, networks, hardware, or software not controlled by Peregrine. S. Support Services Peregrine will provide End User with technical support for the Service as described below: Support Hours: Standard support is available during Peregrine's normal business hours, defined as 6:30 a.m. to 6:30 p.m. Pacific time, Monday through Friday, excluding Peregrine -observed holidays. Support Channels: End Users may initiate support requests via Peregrine's designated email support address or support ticketing system, as specified in the Agreement or provided separately by Peregrine. 24/7 Support for Critical Incidents: For Severity 1 (Critical) Incidents, Peregrine will provide support on a 24x7x365 basis, including outside of normal business hours. V Peregrine Peregrine may update its support procedures and contact information from time to time upon reasonable notice to End Users. 6. Incident Classification and Response Times Incidents reported by End Users will be classified based on severity, and Peregrine will use continuous best efforts (for Severity 1 Incidents) or commercially reasonable efforts (for Severity 2 and 3 Incidents) to meet the target response, workaround, and resolution timeframes set forth below. Such timeframes are goals and not guarantees, and Peregrine does not warrant that every Incident will be resolved within the applicable target timeframe. Target Workaround Times, Target Permanent Fix Times, and frequent Status Updates are committed primarily for Severity 1 (Critical) Incidents. For lower -severity Incidents, Peregrine will provide commercially reasonable support during standard business hours and update End Users as appropriate based on business impact. Targeted Time to Permanent Fix Severity Level Level of Effort Initial Response Work Around (Goal) Status Updates Every 2 hours prior Continuous best Immediate, but in to work around and 1(Critical) efforts, 24/7 no event to exceed 8 hours 3 calendar days every calendar day 30 minutes until permanent correction Every 6 hours prior Commercially to work around and 2 (Major) reasonable efforts, 1 hour 24 hours 5 calendar days every calendar day 24/7 until permanent correction Every 2 business Commercially days prior to work 3 (Minor) reasonable efforts, 1 business day 10 business days 20 business days around and every during normal calendar day until business hours permanent correction Severity Level 1(Critical) means complete system inoperability affecting more than 50% of Peregrine users. Severity Level 2 (Major) means significant impairment of key features affecting more than 50% of Peregrine users. Severity Level 3 (Minor) means all incidents not classified as Severity Level 1 or 2. Target Initial Response Time means the period between the receipt of the support request by Peregrine and the first response from Peregrine acknowledging receipt and beginning initial assessment. Target Workaround Time and Target Permanent Fix Time, where applicable, refer to Peregrine's commercially reasonable efforts to provide a temporary or permanent resolution. Status Update Frequency refers to the target interval for Peregrine to provide updates on incident progress. u Peregrine 7. Scheduled Maintenance and Emergency Maintenance 7.1. Scheduled Maintenance Peregrine may perform Scheduled Maintenance to maintain, update, or enhance the Service. Peregrine will use commercially reasonable efforts to provide End Users with at least seventy-two (72) hours advance notice of any Scheduled Maintenance expected to result in downtimeor significant service degradation. Scheduled Maintenance will, whenever reasonably practicable, be performed outside of standard business hours. Scheduled Maintenance periods will be excluded from Availability calculations under this SLA. 7.2. Emergency Maintenance In cases where urgent maintenance is necessary to address critical issues, including security vulnerabilities, system instability, or compliance requirements, Peregrine may perform Emergency Maintenance without advance notice. Peregrine will use commercially reasonable efforts to minimize the impact of Emergency Maintenance on End Users. Emergency Maintenance periods will also be excluded from Availability calculations. 8. End User Responsibilities End User acknowledges and agrees that Peregrine's ability to provide the Service in accordance with this SLA depends on End User's cooperation and adherence to the following responsibilities: Access and Information: End User shall provide Peregrine with timely access to relevant personnel, systems, and information as reasonably necessary to diagnose and resolve Incidents. Reasonable Assistance: End User shall cooperate with Peregrine's support team by providing requested data, logs, documentation, and other materials necessary for troubleshooting. Designated Contacts: End User shall designate knowledgeable points of contact authorized to interact with Peregrine's support team on behalf of End User. Supported Environment: End User shall ensure that all devices, networks, and third -party systems interacting with the Service meet Peregrine's published technical requirements and are maintained in good operating condition. Compliance with Documentation: End User shall use the Service in accordance with Peregrine's published documentation and reasonable instructions. Failure of End User to fulfill its responsibilities may impact Peregrine's ability to meet the commitments outlined in this SLA. 9. Exclusions The commitments set forth in this SLA shall not apply to performance or availability issues arising from: u Peregrine • Factors outside of Peregrine's reasonable control, including but not limited to Force Majeure Events as defined in the Agreement; • End User's use of the Service in a manner inconsistent with Peregrine's published documentation or reasonable instructions; • End User's failure to maintain a supported environment as described in the End User Responsibilities; • Failures of End User's internet connectivity, network, hardware, software, or other third -party services or technology not provided by Peregrine; • Beta features, pre-release functionality, custom development, or experimental features; • Scheduled Maintenance or Emergency Maintenance; • End User -requested downtime or suspension of Service. 10. Remedies and Limitations Peregrine will use commercially reasonable efforts to meet the service level commitments set forth in this SLA. In the event Peregrine fails to meet the Availability commitment or response targets specified herein, End User's sole and exclusive remedy shall be for Peregrine to use commercially reasonable efforts to restore the Service to the applicable standards. Peregrine does not guarantee uninterrupted or error -free operation of the Service. Service credits, refunds, or other remedies shall not apply unless expressly set forth in the Agreement or a separately executed Sales Agreement. In no event shall Peregrine be liable for any damages, penalties, or remedies arising out of or relating to Service availability or support commitments beyond those expressly set forth in this SLA. For Severity 1 (Critical) Incidents, Peregrine's commitment is to exercise continuous best efforts to achieve the targeted response, workaround, and resolution timeframes, but Peregrine does not warrant that such timeframes will always be achieved or that uninterrupted Service will be maintained. 11. General Terms Incorporation into Agreement. This SLA is incorporated into and forms part of the Agreement. All terms and conditions of the Agreement apply to this SLA, including without limitation limitations of liability, disclaimers, and dispute resolution provisions. Termination of SLA. This SLA shall terminate automatically upon the expiration or termination of the Agreement. No service levels or related obligations under this SLA shall survive the termination or expiration of the Agreement. Modifications. Peregrine may modify the terms of this SLA from time to time to reflect changes in the Service, improvements in industry standards, or changes in operational practices. Any modifications will apply prospectively and will become effective upon reasonable notice to End Users or as otherwise specified in the Agreement.