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2023-074 PO 20230351- Tango Tango Inc.
• Purchase Order rift Fiscal Year 2023 Page: 1 of: 1 0Igg 1,,7 4 RI21 FriON ACL r i •1 CD ' [� �t t9�� 1[,—> B City of Ashland � ��-�--- — LATTN: Accounts Payable Purchase 2° E. Main Order# 2023035.1 L Ashland, OR 97520 T Phone: 541/552-2010 j O Email: payable@ashland.or.us i I , V H 0/0 Fire and Rescue Department E. TANGO TANGO, INC. I 455 Siskiyou Blvd N 7800 MADISON BLVD, SUITE 702 p Ashland, OR 97520 O HUNTSVILLE,AL 35806 . Phone: 541/482-2770 T Fax: 541/488-5318 O . --- --_� _ • Marshall Rasor —�� fel hum el :L_e'_7o® ;2—=s211[e�IQI l97 i 1aj� I§§dt= — �[c sYl? 61-]§l3:�a]6i:1.1 —. – 06/30/2023 7757 _ _ FOB-ASHLAND OR/NET30 City Accounts Pa able Interface PTT Application . 1 Cross communications PTT(Push to Talk) applications, Interface 1.0 $11,055.00 $11,055.00 and integration support among cellular carriers and various equipment manufacturers Term: 3-Year Offer Subscription start date: 06/01/2023 Subscription end date: 05/31/2026 • Goods Agreement(Less than$25,000) Completion date: May 31, 2026 Project Account: ***************GL SUMMARY*************** • 071200-605700 $11,055.00 . 1 • j I • B IA. .'/ \. Date: It 9 € By: k Aut onzed Signatures' I iiF %��__ _ $11 055.00 c is FORM #3 CITY OF • ASHLAND REQUISITION �/ Date ofjrequest: , 06105/2023 Required date for delivery: 0610512023 • Vendor Name Tango Tango Address,City,State,Zip 7800 Madison Blvd Suite 702 Huntsville,AL 35806 • 4 Contact Name&Telephone Number Zach Tannett 256-690-5314 I Q. Email address Cs zach.tan nett@tangotango SOURCING METHOD • ❑ Exempt from Competitive Bidding 0 Invitation to Bid 0 Emergency • ❑ Reason for exemption: - Date approved by Council: i 0 Form#13,Written findings and Authorization ❑ AMC 2.50 _(Attach copy of council.communica'.n) , .❑ Written quote or proposal attached ❑ Written quote or proposal attached ,(If council approval required,attach copy of CC) O Small Procurement 0 Request for Proposal . Cooperative Procurement Not exceeding$5,000 Date approved by Council: I ❑ State of Oregon ❑ Direct Award ' . _(Attach copy of council munication) Contract# ❑ Verbal/Written bid(s)or proposal(s) 0 Request for Qualifi-.tions(Public Works) 0 State of Washington Date approved by Coun il: Contract# (Attach copy of .i• .•mmunication) 0 Other government agency contract • Intermediate Procurement e❑ Sole Sou Agency GOODS&SERVICES ■❑ Applic. e Form(#5, 7 or 8) ; , Contract# Greater than$5,000 and less than$100,000 ■❑ Writte •uote o • ••oral attached Intergovernmental Agreement ❑ (3)Written bids&solicitation attached 0 Form#4,Personal Services$5K to$75K Agency PERSONAL SERVICES Date approved by Council: 0 Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 Valid until: (Date) Agreement approved by Legal and approved/signed by 0 Less than$35,000,by direct appointment 0 Special Procurement City Administrator.AMC 2.50.070(4) . ❑ (3)Written proposals&solicitation attached 0 Form#9,Request for Approval ❑ Annual cost to City exceeds$25,000,Council O Form#4,Personal Services$5K to$75K 0 Written'quote or proposal attached approval required.(Attach copy of council communication) Date approved by Council: - Valid until: (Date) Description of SERVICES Our push-to-talk application can be installed on any Android,iOS device,or PC oh any cellular carrier or on such TOTAL COST, devices with no cell carrier.Our users can cross-communicate among cellular carriers and can even communicate with . users that are on a traditional internet connection and,don't have cell service.See attached docs for complete desc. $ 11I,Q55.00 Item# Quantity Unit Description of MATERIALS Unit Price Total Cost 1 • ❑ Per attached quote/proposal ) TOTAL COST Project Number Account Number o 7 1 2 0 0. 6 43 5 7 0 0 Account Number _ _ _ _ _ Account Number - *Expenditure must be.charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No By signing this requisition form,I certify that the City's public contracting requirements have been satisfied. Ralph Sartain •P.° I'" " Em to ee /CG-62 Department Head: (Equal to or greater than$5,000) Department Manager/Supervisor:. City Manager: • (Greater than$3.000) Funds appropriated for current fiscal year YES / NO M _, \• !" i _ 1 . . ance director-(Equal t(0 greater than$5,000) 1'.t;'• i !, ' ,i .. Comments: - Form,#3-Requisition • GOODS AGREEMENT (LESS THAN$25,000) PROVIDER: Tango Tango • CITY O.F PROVIDER'S CONTACT: Zach Tannett ASHLAND 20 East Main Street ADDRESS: 7800 Madison Blvd Suite 702 Huntsville,AL Ashland,Oregon 97520. 35806 • Telephone: 541-552-2219 • Fax: 541-552-2281 EMAIL: zach.tannett@tangotango • • This Goods Agreement(hereinafter"Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation(hereinafter"City")and Tango Tango,("hereinafter"Provider"),for interface between land mobile radio (LMR) to cellular device (LTE) so users can cross-communicate among cellular carriers and can even communicate with users that are on a traditional internet connection and don't have cell service. PROVIDER'S OBLIGATIONS 1.1 Provide application on cellular devices to interface between;land mobile radio (LMR)to cellular device (LTE) so users can cross-communicate among cellular carriers and can even communicate with users that are on a traditional internet connection and don't have cell serviceas set forth in the"SUPPORTING DOCUMENTS" attached hereto and, by this reference, incorporated herein. Provider expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING • DOCUMENTS, and that no waiver or extension of such deadline may be authorized except in the same manner as herein provided for authority to exceed the maximum compensation; The goods defined and described in the"SUPPORTING DOCUMENTS" shall hereinafter be referred to as "Goods." 1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance of all Goods received hereunder,a policy or policies of liability insurance including commercial general liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) for each occurrence for Bodily Injury and Property Damage. • 1.2.1 The insurance required in this Article shall include the following coverages: • Comprehensive General or Commercial General Liability, including personal injury, contractual liability, and products/completed operations coverage; • Automobile Liability. 1.2.2 Each policy of such insurance shall be on an "occurrence" and not a "claims made"form, and shall: • Name as additional insured "the City• of.Ashland, Oregon, its officers, agents and employees" with respect to claims arising out of the provision of Goods under this Agreement; • Apply to each named and additional named insured as though a separate policy had been issued to each,provided that the policy limits shall not be increased thereby; • • Page 1 of 6: Goods Agreement between the City of Ashland and Tango Tango f • Apply as primary coverage for each additional named insured except to the extent that two or more such policies are intended to "layer" coverage and, taken together, they provide total coverage from the first dollar of liability; . • Provider shall immediately notify the City of any change in insurance coverage • Provider shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and • Be evidenced by a certificate or certificates of such insurance approved by the City. 1.3 All subject employers working under this Agreement are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126. 1.4 Provider agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of this Agreement when employed'by Provider. Provider agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Provider agrees not to discriminate against a disadvantaged business enterprise,minority-owned business,woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110; 1.5 In all solicitations either by competitive bidding or negotiation made by Provider, for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under this Agreement and Title VI of the Civil Rights Act of 1964. and other federal nondiscrimination laws. 1. CITY'S OBLIGATIONS 1.1 City shall pay Provider the sum of$11,055.00 as provided herein as full compensation for the Goods as specified in the SUPPORTING DOCUMENTS: 1.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of$11,055.00 without express,written approval from the City official whose signature appears below, or such official's successor in office. Provider expressly acknowledges that no other person has authority to order or authorize additional Goods which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further' acknowledges that any Goods delivered or expenses incurred without authorization as provided herein is done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement. 2. GENERAL PROVISIONS 2.1 'This is a non-exclusive Agreement. Provider is obligated to provide the'Goods at the rates set forth above during the term of this Agreement unless Provider isunavailable because of prior commitment. City is not obligated to procure any specific amount of goods,from Provider, and is free to procure similar goods of other providers'in its sole discretion. 2.2 Provider,is an independent contractor and not an employee or agent of the City for any purpose. 2.3 Provider will indemnify the City for any damages resulting from any claim for any privacy.or wrongful act or network security wrongful act. • Page 2 of 6: Goods Agreement between the City of Ashland and Tango Tango 1 \ 1 • • 2.4 Provider is not entitled to, and expressly waives all claims to City benefits such as health and disability • insurance,paid leave, and retirement. 2.5 .Provider shall not assign this Agreement orsubcontract any'portion of the Goods or services to be provided hereunder without the prior written consent of the City., Any attempted assignment or subcontract without written consent of the City shall be void. Provider shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by•them, and the • approval by the City of any assignment or subcontract shall not create any contractual relation between . the assignee or subcontractor and the City. • • 2.6 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof. It supersedes all prior agreements,negotiations, and representations between the parties, whether written or oral. • - •2.7 This Agreement may be amended only by written instrument executed with the same formalities as•this Agreement. . • 2.8 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 3.8 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws • • principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue • transferred, as appropriate, so as to effectuate this choice of venue. . 3.9 Provider shall defend,save,hold harmless and indemnify the City and its officers,employees and agents • from and against all claims, suits, actions, losses,.•damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Provider or its officers, employees, contractors, or agents under this Agreement. • 3.10 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of•God, strikes, lockouts, accidents, or other events beyond the control of the other.or the other's officers, employees or agents. . . • . 3.11 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the • intent of Provider and the City set forth in this Agreement. • 3.12 Deliveries will be F.O.B destination. Provider shall pay all transportation and handling charges'for the. • Goods.Provider is responsible and liable for loss or damage until final inspection and acceptance of the • Goods by the City..Provider remains liable for latent.defects, fraud, and warranties. • 3.13 The City, may inspect and test the Goods. The City may reject non-conforming Goods and require • Provider to correct them without charge or deliver them at a reduced price, as negotiated. If Provider • does not cure any defects within a reasonable time, the City may reject the Goods and cancel this • Page 3 of 6: Goods Agreement between the City of Ashland and Tango Tango • Agreement in whole or in part. This paragraph does not affect or limit the City'srights, including its . rights under the Uniform Commercial Code, ORS Chapter 72 (UCC). • 3.14 Provider represents and warrants that the Goods are new, current, and fully warranted by the manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from defects in labor,material and manufacture. Provider shall transfer all warranties to the City. 3.15 "Provider will indemnify the City for any damages resulting from any claim for any privacy or • wrongful act or network security wrongful act." 4. SUPPORTING DOCUMENTS • . 4.1 The SUPPORTING DOCUMENTS are expressly incorporated in this Agreement. • 4.2 This Agreement and the SUPPORTING DOCUMENTS shall be construed to be mutually complimentary and supplementary wherever possible. In the event of a conflict which cannot be so resolved,the provisions of this Agreement itself shall control over any conflicting provisions in any of the SUPPORTING DOCUMENTS. 5. REMEDIES . . . 5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including,but not limited to: 5.1.1 Termination of this Agreement; . . 5.1.2 Withholding all monies due for the Goods that Provider has failed to deliver within any scheduled completion dates or any Goods that have been delivered inadequately or defectively; 5:1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; 5.1.4 Exercise of its right of setoff. 5.1.5 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue any remedy or remedies singly,collectively, successively or in any order whatsoever. 5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Provider exceed the amount due,Provider shall pay immediately any excess to City upon written demand provided. 6. TERM AND TERMINATION . 6.1 Term. This Agreement shall be effective from the date.of execution on behalf of the City as set forth below (the `Effective Date"), and shall continue in full force and effect until May 31' 2026, unless sooner terminated as provided in Subsection 6.2. • 6.2 Termination ' 6:2.1 The City and Provider may terminate this Agreement by mutual agreement at any time. • 6.2.2 The City may, upon not less than,thirty (30) days' prior written notice, terminate this Agreement for any reason deemed appropriate in its sole discretion. 6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen(14) days' prior written notice if the cause is not cured within that fourteen (14) day period after written notice. Such termination is in addition to and not in lieu of any other remedy at law or equity. 7. NOTICE • • Page 4 of 6: Goods Agreement between the City of Ashland and Tango Tango l • Whenever notice is required.or permitted to be given under this Agreement, such notice shall :be given in writing to the other party: by personal delivery,by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail, return.receipt requested, postage prepaid, to the address set forth below: ,I If to the City: • Ashland Fire &Rescue • Attn:Marshall Rasor - 20 E.Main Street ,. Ashland, Oregon 97520 • 1 •• Phone: (541) 552-2219 .With a copy to: • City of Ashland—Legal Department • 20 E. Main Street Ashland, Oregon 97520 •• • J Phone: (541) 488-5350 If to Provider: . i0 0 Tango Tango • • Attn: Zach Tannett - - Address: 7800 Madison Blvd STE 702 • City, State, Zip:Huntsville,AL 35806 Phone: 256-690-5314 • 8. WAIVER OF BREACH . One or more waivers or failures to object by either party to the other's breach ofanyprovision,term,condition, or covenant contained.in this Agreement shall not be construed as a waiver of any subsequent breach,whether •or not of the same nature. 9. PROVIDER'S-COMPLIANCE.WITH TAX LAWS 9.1 Provider represents and warrants to the City that: ' • 9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply • with: • (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; • (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to • . Provider; and , (iii). Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax lay'sor provisions. . • • • 9.1.2 Provider, for a period of no fewer than six(6) calendar years preceding the Effective Date of this - Agreement, has faithfully complied with: 0 . . - (i) All tax laws of the State of Oregon, including but not limited to ORS 305.62.0 and ORS chapters 316, 317, and 318; , (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and .. • 0 (iii) , Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. Page 5 of 6: Goods Agreement between the City of Ashland and Tango Tango 9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further, any violation of Provider's warranty, as set forth in this Article 9, shall constitute a material breach of this Agreement. Any material breach of this Agreement shall entitle the City to terminate this Agreement and to seek damages and any other relief available under this Agreement,at law,or in equity. 9.3 Any Goods delivered to.the City under this Agreement shall be provided to the City free and clear of any andall restrictions on or conditions of its use, transfer, modification, or assignment, and shall be free and clear of any and all liens, claims, mortgages, security interests, liabilities, charges, and encumbrances of any kind: IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names , by their duly authorized representatives as of the dates set forth below. • CITY OF ASHLAND: Tango Tango (PROVIDER): Digialph Sartain tally Ralph SartairNNstgned rtN5 reretopmett- Ntee:2023.062916%]31 0769' By. Fire Department• Signature Ralph Sartain Zach M. Tan nett Printed Name Printed Name 6.29.2023 Director of Sales Enablement Date Title June 13 2023 Date • Purchase Order No. D / (W-9 is to be submitted with this signed Agreement) f • Page 6 of 6: Goods Agreement between the City of Ashland and Tango Tango • . 6t in o an o . • Ashland FD - OR - 3 Year Offer City of Ashland Quote created: May 10, 2023 20 East Main Street Quote expires: May 31, 2023 Ashland, OR 97520 Quote created by: Zach Tannett Director of Sales Enablement zach,tannett@tangotango.net Ralph Sartain ralph.sartain@ashland.or.us • Marshall Rasor marshall.rasor@ashland.or.us 541-552-2219 Comments from ZachTannett • Service includes Tango Tango features, such as: • Radio Integration • Push-to-Talk • GPS Tracking • Interoperability with Other Tango Tango Customers • Online Management Portal • In-App Text Messaging • On-Device Audio Playback • Audio Recording • 24x7 Connectivity Monitoring • 24x7 Critical Incident Support • Products&Services • Item&Description • SKU Quantity Unit Price 'Total Primary Radio Channel Integration-3 Year • ' 1 $7,500.00 $7,500.00 for 3.years Additional Channel Integration-3 Year 1 ' : $5,400.00 $5,400.00 for'3 years 15 User Block-3 Year 1. $3,600.00 $3,600.00 Monthly cost per user license: $6.67 for 3 years Doc ID:eaba7296d58425c5d6bf1a8715a74664b65c439b Subtotals • One-time subtotal $16,500.00 Other Fees/Discounts 0 • Mulityear Discount 3 Years Paid Upfront ($5,445.00) • 33%discount Total $11,055.00 Purchase terms • Subscription Start Date: 06/01/2023• 0 Subscription End Date: 05/31/2026 Paymeht Frequency:One-time . . Payment Terms: Net30 from receipt of invoice *Customer's billing cycle will commence as of the date listed above. *Billing cycle,for purposesof prorating and payment deadline determination for additional user blocks added during contract period, is monthly. Tango Tango End User License Agreement • Signature • Before you sign this quote,an email must be sent to you to verify your identity.Find your profile below to request a verification email. Ralph Sartain ralph.sartain@ashland.or.us . . • • Doc.ID:eaba7296d58425c5d6bf1a8715a74664b65c439b • • SOLUTIONS Tango Tan o Customer - . , Valid as of: 24 September 2020 This Customer Agreement (the "Agreement") is between you and Tango Tango, Inc ("Tango Tango"). The Agreement is also known as the EULA or. Customer Contract Terms and Conditions. Unless provided for separately, in signed written consent, these terms govern the service between you and Tango Tango. If you are agreeing to this Agreement not as an individual but on behalf of your company or organization, then "Customer" or "you" means your company. and you are binding your company to this Agreement. Tanao Tanao CangoTango ` Products ." Solutions " Resources About Us ' Contact'Us • �; Download App Customer Login Q be bound by this Agreement. 1. Scope of theAgreernent This•Agreement governs your initial purchase as well as any future purchases made by you that reference this Agreement. • 2. Types of Tango Tango Products • This Agreement governs (a) Tango Tango'scommercially available downloadable software products (currently designated-as "Server" or "Data Center" deployments) ("Software"), (b) Tango Tango's hosted or cloud-based solutions (currently designated as "Cloud" deployments) ("Hosted Services"), (c) any related support or maintenance services provided by Tango Tango, and (d) all products ("Hardware") 'used to provide Tango Tango services. Software, Hardware and Hosted Services, together with related Documentation, are referred to as "Products". Unless otherwise specified, other provisions of this Agreement apply to all Products. 3. AccountRe istration g You may need to register for a Tango Tango account in order to place orders 6r access or receive any Products. Any registration information that you provide to us must be accurate, current, and complete. You must also update your information so that wemay send notices, statements and other information to.you by email or through your account. You are responsible for all actions taken through your accounts. 4. Orders 4.1 Directly with Tango Tango 1LangoTango Products ' Solutions v Resources v About Us v Contact Us tt Download App Customer Login Q` "Scope Of Use"). The term "Order" also includes any applicable Product or Support and Maintenance renewal, or purchases you make to increase or upgrade your Scope of Use. 4.2 Reseller Orders This Agreement applies whether you purchase our Products directly from Tango Tango or through Tango Tango "Experts" or 'other authorized resellers (each,.a "Reseller"). If you purchasethrough a Reseller, your Scope of Use shall be as stated in the Order placed by Reseller for you, and Reseller is responsible for the accuracy of any such Order.. Resellers are not authorized to make any promises or commitments on Tango Tango's behalf, and we are not bound- byany obligations to you other than what we .specify in this Agreement. 5. Authorized Users Only the specific individuals for whom, you have,paid the required fees and whom you designate through the applicable Product("Authorized Users") . may access and use the Products. Some Products may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Authorized Users may be • you or your Affiliates' employees, representatives, consultants, contractors, agents, or other thirdparties who are acting for your benefit or on your behalf. You may increase the number of Authorized Users permitted to access your instance of the Product by placing a-new Order or, in some cases, directly through the Product. In all cases, you must pay the'applicable fee for the increased number of Authorized Users. You are responsible for compliance with this Agreement 'by all Authorized Users. All use of Products by you and your Authorized Users must be within the Scope of Use and solely for the benefit of you or your Affiliates. "Affiliate" means an entity which, directly or indirectly,. owns or controls, is owned 'or is controlled by or is under common ownership or control With a.party, where"control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial • CangoTango Products •• Solutions " Resources " About Us " , Contact Us av 0) Download App Customer Login Q 6. SóftwareTerms 6.1 Your License Rights Subject to the terms and conditions of this Agreement, Tango Tango .grants you a non-exclusive, non-sublicenseable and non-transferable,license to • install and use the Software during the applicable License Term in accordance with this Agreement, your applicable Scope of Use, and the Documentation. Your License Term will end upon any termination of this. Agreement, even if it is identified as "perpetual" or if no expiration date is specified in your Order. 6.2 Your Modifications Subject to the terms and conditions of this Agreement: (1) for any elements of the Software provided by Tango Tango in source code form, and to the extent permitted in the Documentation., you may modify such source code solely,for purposes of developing bug fixes, customizations and additional features for the Software and (2) you may Also modify the Documentation to reflect your permitted modifications of the Software source code or the particular use of the Products within your organization. Any modified source code or _ Documentation constitutes. "Your Modifications": You may use Your Modifications solely with respect to your own instances in support of your permitted use of the Software but you may not distribute the code to Your Modifications to any third party. Notwithstanding anything in this Agreement to the contrary, Tango Tango has no support, warranty, indemnification or other obligation or liability with respect to Your Modifications or their combination, interaction or use with our Products. To the extent permitted by law and without waiving or abrogating any statutory immunities or limitations upon liability, you shall indemnify, defend and hold us harmless from and against any and all claims, costs, damages, • losses, liabilities and expenses (including reasonableattorneys' fees and costs) arising out of or in connection with any claim brought against us by a third party caused by Your Modifications (including but not limited to any liangoTango Products s" Solutions " Resources v About Us Contact Us Ea�� Download App Customer Login Q and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably, necessary cooperation of Tango Tango at your expense. 6.3 Attribution In any use of the Software, you must include the following attribution to Tango Tango on all user interfaces in the following format: "Powered by Tango Tango," which mustin every case include a hyperlink to http://tangotango.net, • andwhich must be in the same format as delivered in the Software. 6.4 Third Party Code The Software includes code and libraries licensed to us by third parties, including open source software. 7. Hosted Services Terms . 7.1 Access to Hosted Services . Subject to the-terms and conditions of this Agreement, Tango Tango grants you a non-exclusive right to access and use the Hosted Services during the, applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of Use and the Documentation. If Tango Tango offers client software (e.g.ia desktop or mobile application) for any Hosted Service, you may use such software solely with the Hosted Service, subject to the terms and conditions of this Agreement. You acknowledge that our Hosted Services are on-line, subscription-based products and that we may make changes to the Hosted Services from time to time. 7.2 Subscription Terms and Renewals Hosted Services are provided on a.subscription basis for a set term specified in your Order ("Subscription Term"). 7 Z It''rerloNtimlim • CangoTango Products " Solutions " Resources N, About Us " Contact Us p• Download App Customer Login Q taken using your accounts and passwords, and you agree to immediately notify Tango Tango of any unauthorized use of which you become aware. 7.4 Your Data "Your Data" means any data, content., code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through Hosted Services. You will retain all right, title and interest in and to Your Data in the form provided to Tango Tango. Subject to the terms of this Agreement, you hereby grant to Tango Tango a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Hosted Service to you and (b) for Hosted Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Hosted Service. Tango Tango may also access-your account or instance in order to respond to your support requests. 7.5 Security • Tango Tango implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Hosted Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures. will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers. - • 7.6 Storage Limits There may be storage limits associated with a particular Hosted Service. These limits are describedin the services descriptions on our websites or in thn Ilnni imontntinn fnr tho r»rtini ilnr 1-Inctnr4 Cnrwirsn r langoTango . Products v Solutions v Resources v About Us v Contact Us 6 tk, Download App Customer Login Q Both parties must ensure that all applicable local, state, federal and international laws and. regulations ("Laws") shall pe followed. You represent and warrant that: (i) you have obtained all neces'sar.y rights, releases and permissions to provide all Your Data to Tango Tango and to grant the rights granted to Tango Tango in this Agreement and (iii) Your Data and .its transfer to anduse by Tango Tango as authorized by you under this Agreement do not violate any Laws (including without limitation'those relating to export control and electronic communications) or rights of: any third party, including without limitation any intellectual property rights, rights of privacy, or rights of 'publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under Section 7.5 (Security), Tango Tango assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences.of using, disclosing, storing, or transmitting it. 7.8 Removals and Suspension :, Tango Tango has no obligation to monitor any.content •uploaded to :the Hosted Services. Nonetheless, if we deem such action necessary based on your violation of this Agreement or in response to takedown requests that we receive, we may (1) remove Your Data from the Hosted. Services or (2) suspend your access to the Hosted Services. We will alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Hosted Service or other users, we may suspend your access immediately without notice. You will continue to be charged for the Hosted Service during any suspension period. We have'no.liability to you for removing or deleting Your Data from or suspending your access to any Hosted Services asdescribed in this section. • 7.9 Deletion at End of Subscription Term We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term. CangoTango i Products Solutions s, Resources " I About Us Contact Us g w. Download App Customer login Q • written consent of Tango Tango. In the event that the Hardware is damaged by lightning, flooding, tornado, or other act of God, Tango Tango will replace the Hardware, In the event that the Hardware is damaged because of. modifications made by you or members of your team, you will be charged $1,500,for new Hardware. In the event of the cancellation of service, you agree to return the Hardware with shipping costs covered by Tango Tango. Given that the average lifetime value of the Hardware is $7,000., if you refuse to return the Hardware, you.agree to pay Tango Tango$7,000 in full. 9. Support.and Maintenance • Tango Tango Will provide the support and maintenance services for the Products you purchased during the period for which. you have paid the applicable fee. Support and Maintenance is subject to the terms of the . Support Policy and will be provided at the support level and during the support term specified in your Order. The Support Policy may be modified by Tango Tango from time to time to reflect process improvements or changing practices. Support and Maintenance for Software includes'access to New Releases, if and when available. You may use any New Releases that we . provide to you during a valid support term in the same way that you use Software, and New Releases are included, in the definition of Software in that case. "New Releases" are bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software That we make • generally commercially available. 10.3 Payment After the designated trial or "no charge" period, if you decide to purchase services and/or products from Tango Tango, the fees shall bethose set forth in the "Proposal" (aka "Quote" . Unless otherwise specified in your Order, you will .pay all amounts in U.S. dollars at the time you place your Order. Other than as expressly set forth elsewhere in this agreement, all amounts are non- refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Products CangoTango • Products " Solutions .' Resources About Us " Contact Us dim Download App Customer Login Q cycle is monthly. If you purchase any Products through.a Reseller, you owe payment to the Reseller as,agreed between you and the Reseller, but you acknowledge that we may terminate your rights to use Products if we do not receive our corresponding payment from the Reeller. • - 11. No-Charge Products We may offer.certain Products to you at no charge, including free accounts, trial Use, and access to Beta Versions as defined below ("No-Charge Products"). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Products for competitive analysis or similar purposes. We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta products we make available ("Beta Versions") are. still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. We make no promisesthat any Beta Versions will ever be made generally available. In some circumstances,-we may charge a fee in order to allowyou to access Beta Versions, but the Beta Versions will still remain subject to this Section 11 (No-Charge Products). All information regarding the characteristics, features or performance of Beta Versions constitutes Tango Tango's Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support and Maintenance, warranty, and indemnity obligations. 12. Restrictions • Except as otherwise expressly permitted in this ;Agreement, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the.Products to a third party, (b) use the Products for the benefit of any third party, (c) incorporate any Products into a product or service you provideto a third party, (d) interfere with any license key mechanism in the Products or,otherwise circumvent ffangoTango Products Solutions " Resources About Us " Contact Us lk Download App • Customer Login proprietary or other notices contained in any Product, or (g) publicly ' disseminate information regarding the performance of the Products. 13. License Certifications and Audits At our request, you agree to provide. a signed certification that you are using all Products pursuant to the terms of this Agreement, including the Scope of Use. You,agree to allow us, or our authorized agent, to audit your use of the Products. We will provide you with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies - available to Tango Tango at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third party licensors or assign the audit,rights specified in this Section to such licensors. 14. Ownershiand Feedback Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as "purchase" or "sale". Tango Tango and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products (including all No-Charge Products), their "look and feel", any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Tango Tango, including without limitation as they may incorporate Feedback ("Tango Tango Technology"). From time to time, you may choose to submit comments, information, questions, data, ideas, description-of processes, or other information to Tango Tango, including. sharing Your Modifications or in the course of receiving Support and angoTango • Products v Solutions v Resources v About Us v Contact Us 6x N> Download App Customer Login • Q Tango Tango's right to independently use, develop, evaluate, or market products, whether.incorporating Feedback or otherwise._ 15. Confidentiality Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure. Any Tango Tango Technology and any performance information relating to the Products shall be deemed Confidential Information of Tango Tango without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and.. not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligationshall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving. Party who had no access,to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court Order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would causesubstantial harm for Which damages alone would not be a sufficient remedy, and therefore that uponany such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Product. �1 TAMAMA lk .wwek 'row■ammkiNAla wN' fingoTango Products ' Solutions Resources N, About Us Contact Us t it- Download App• Customer Logien Q notice of the breach. You may terminate this Agreement at any time, without - ' causeor existence of. a breach of the Agreement by Tango Tango, but in such case you agree to pay Tango Tango the balance of the contract value within 30 days of you providing written notice to Tango Tango of such intent. Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access any Products, or any information or materials that we make available to you under this Agreement, including Tango Tango Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that you have done so at our request. ; 17. Warranty and Disclaimer 17.1 Due Authority Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered- into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions, of this Agreement. 17.2 WARRANTY DISCLAIMER ALL PRODUCTS ARE PROVIDED "AS IS," AND TANGO TANGO AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY. AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR - STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BYLAW. TANGO TANGO SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE al- Af+/1AIAr 11- I /1AITTl11 t I TAAI/1/% TAAI/1!1 T/'1 TI II- AAAWilk AI IAA r iTHAIT CangoTango Products *' Solutions ' Resources • 'About Us " Contact Us a® Download App Customer Login Q CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE--USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED-OR ERROR- FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH. ANY • OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET • YOUR REQUIREMENTS OR EXPECTATIONS).; (D) .ANY STORED DATA WILL BE • ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS. (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER. HARMFUL COMPONENTS. 18. Limitation of Liability TO THE EXTENT PERMITTED BYLAW, NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY CLAIM OF INFRINGEMENT, FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF. ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,' EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU. TO US FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS • " IMMEDIATELY. PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO.YOU IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE US$20. THIS SECTION 19 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU UNDER • . ANY ORDERS; (2) EITHER PARTY'S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR (3) YOUR•BREACH OF SECTION 12 (RESTRICTIONS) . OR SECTION 2 (COMBINING THE PRODUCTS WITH OPEN SOURCE . " SOFTWARE) OF THIRD PARTY CODE IN' TANGO TANGO PRO.DUCTS). TO THE • MAXIMUM EXTENT PERMITTED BY. LAW, NO SUPPLIERS OF ANY THIRD LIangoTango • • . Products Solutions W ' Resources • About Us Contact Us 1; Download App Customer Login . •Q . . of section 18 (Limitation of Liability) with the express understanding and agreement that the limitations shall be to the extent permitted by law. 19. ImprovingOur Products We are always striving to improve our Products. In order to do so, we need to • measure, analyze, and aggregate how users interact with our Products, such as. usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our Products. 20. Chanes to this Agreement g Any changes to this agreement must be accepted in writing by both parties. 21. General Provisions Any notice under this Agreement must be given in writing. We may provide notice to youvia email or through your account. Our notices to you will be deemed given upon the first business day. after we send it. You may provide notice to us by post to Tango Tango, Inc, 7800 Madison Blvd., Suite'702, Huntsville, AL 358Q6 'Attn: General Counsel. Your notices to us will be deemed given upon our receipt. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure' to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or • telecommunications or data networks or services, or refusal of a license by a government agency. You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent. The Products are commercial computer software. If you are an agency, department,,or other entity of the United States • Government, the use, duplication, reproduction, release, modification, er. CangoTang® Products v Solutions ' Resources N, About Us " Contact Us • ®% Download App Customer Login Q expense. All other use is prohibited. This Agreement is the entire agreement • between you.and Tango Tango relating to the Products and supersedes all prior or contemporaneous oral or written ,communications, proposals and representations with respect to the Products or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation)'. As used herein, "including" (and its variants) means "including without limitation" (and its variants). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of,the other party. • Nothing herein shall be deemed or construed to waive, abrogate or mitigate any statutory immunity or limitation of liability of Customer. .4 T. (88&)-e 6 60r .^ 1445 i ��, r K 44 hello@tangotango.net © 2023 Tango Tango. . f • 7800 Madison Blvd, Ste 702 angoTang� Huntsville AL 35806 • TangoTango.net May 1st, 2023 • To Whom It May Concern: We believe that Tango Tango is uniquely qualified to offer services that relate to PTT applications and integration services to Land-Mobile Radio due to Tango Tango being the only company, to the best of our knowledge, that can meet a//the below criteria in a single offering: ' 1. Our push-to-talk application can be installed on any Android,iOS device, or PC on any cellular carrier or on such devices with no cell carrier. Our users can cross-communicate among cellular carriers and can even communicate with users that are on a traditionalinternet connection and don't have cell service.. • 2. Our push-to-talk application is billed standalone to the customer agency, or even to individuals working for an agency. Our application is not tied to a cellular carrier bill. This allows it to be easily installed and billed in a highly customizable and configurable way to one or multiple entities or individuals to accommodate "bring your own device" scenarios and other unusual desired billing configurations. 3. Our integration services can support talk groups from unlimited radio systems and we support any type of radio system—Motorola,Harris, Kenwood,P25,MOTOTRBO,NEXEDGE,Hytera, 800 MHz, VHF, UHF,DMR, and more. 4. Our integration services are provided"as a service" with only a single, flat annual connectivity fee. Included in our"as a service"model, we provide back-end connectivity up to and including cellular backhaul to connect your radio groups to the push-to-talk application in one price from us.We also provide.all break/fix repair, maintenance, and upgrade of your integration points with no "surprise"fees for repair or upgrade. 5. Tango Tango radio integration services include the monitoring of the equipment to ensure that if an issue occurs, we are proactively responding to it. ' 6. 'Our push-to-talk application provides GPS tracking of all smartphone users with the map viewable from within the app itself and with the capability to zoom to the user who is transmitting. Our app also allows users to send text messages to PTT talk group users with one click. 7. Our push-to-talk application allows:for 24 hour audio playback within the app itself. 8. We allow interoperation between disparate agencies' users as well as sharing of one agency's radio-integrated dispatch channel to another customer agency. 9. Tango Tango manages interoperability as part of the service. Interoperability agreements between departments on the application and radio integration level can be managed via our admin portal. . 10. All interoperability management agreements are stored and are easily accessible in our administrative portal. 11.Tango Tango provides two tone decoding that allows users applications to become a pager and only alert when the users station or department is toned out. This allows the Tango Tango to provide two way communication over a radio frequency and a pager all in one single application. . 12.Web browser dispatch console that allows for communication between LIE only talk groups,radio integrated • talk groups, messaging, and GPS location data. 13. We have an API available to show user location data on GIS and ATAK systems. 14. Our dispatch console has the ability to generate tone outs over LTE and radio integrated talk groups. 15.Voice transcription is available via our web browser dispatch console. This allows customers to view text records of audio traffic from LTE and radio integrated talk groups. • • We believe that the above facts create the unique qualifications necessary to create a valid_sole source for .this product and service. If you have any questions at all, I ani happy to offer more detail on the above points. • Thank you, • Beck Mitchell VP Partnerships and Business Development Tango Tango • • Client#:648437 TANGOTANGO ' ACORD. 0 CERTIFICATE' OF LIABILITY-INSURANCE - DATE(MM/DD/YYYY) 6/09/2023 • • - THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS, CERTIFICATE DOES NOT AFFIRMATIVELY OR.NEGATIVELY AMEND,EXTEND OR ALTER THE'COVERAGE AFFORDED BY THE POLICIES ' . BELOW.THIS CERTIFICATE OF INSURANCE DOES.NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED ' REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. • If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain'policies may require an endorsement.A statement on . . • , this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Kayla Oliver Cuzzort . . - . Marsh&McLennan Agency LLC . . PHONE ace's; 256 890-9000 FAX 256.890-9070 ' •P.O.BOX 6087 EMAIL (AIC,No): • ADDRess; Kayla.Oliver@MarshMMA.com _ • 206 Exchange Place • INSURER(S)AFFORDING COVERAGE NAIC# Huntsville,AL.35813-0087. INSURER A Sentinel'insurance Co.,LTD 11000 , • INSURED . • INSURER B Property and Casualty Ins Co of Hartfor 34690 .Tango Tango,Inc. • 7800 Madison Blvd• .Suite 702 INsuRER C:Hanford Fire Insurance Co. • 19682 Huntsville,AL' 35806 • INSURER D • INSURER E: INSURER F: . COVERAGES ' •• . • CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAME/ABOVE FOR THE POLICY PERIOD - INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER.DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE'ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS-SUBJECT TO ALL THE TERMS, • EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY.HAVE BEEN REDUCED BY PAID CLAIMS.. ' INSRADDL SUER POLICY EFF POLICY EXP • LTR 'TYPE OF INSURANCE INSR WVD - POLICY NUMBER (MMIDD/YYYY) (MMIDDIYYYY) .LIMITS • A X COMMERCIAL GENERAL LIABILITY - 21 SBAVL1396 06(15/2023 06/15/2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ee ocNTcurrence) $1,000,000 , MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000- GEN'L AGGREGATE LIMIT APPLIES PER: ' • GENERAL AGGREGATE $2,000,000 POLICY JECT LOC • PRODUCTS-COMP/OP AGG $2,000,000 . ,H OTHER: $. •• .A AUTOMOBILE LIABILITY ••. ' 21 SBAVL1396 . 06/15/2023 06/15/2024 CO eo VdE3r INGLE LIMIT 1,000,000 • ANY AUTO BODILY INJURY(Per person) ' $ , OWNED SCHEDULED •. . AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X AUTOS ONLY X AUTOS ONLY • (Perr acEcidentDAMAGE $ • A X UMBRELLA LIAR X OCCUR 21 SBAVL1396 06/15/2023 06/15/2024 EACH OCCURRENCE $3,000,000 • EXCESS LIAB.• CLAIMS-MADE ' AGGREGATE • $3,000,000 ' DED X RETENTION$10000 • • $ ' • B WORKERS COMPENSATION 21 WECAB6Z3R • 06/15/2023 06/15/2024 X STA UTE ER . AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N' E.L.EACH ACCIDENT -$1,000,000 • • OFFICER/MEMBER EXCLUDED?' Y N I A • (Mandatory In NH) ' , . - E.L.DISEASE-EA EMPLOYEE $1,000,000 • If yes,describe under DESCRIPTION OF OPERATIONS below - .. .- E.L.DISEASE-POLICY LIMIT $1,000,000 C Prof Liab 21TE0330149 06/15/2023 06/15/2024 $2M Act/Agg •• C Cyber - 21TE0330149 06/15/2023 06/15/2024' $1M Agg •• • • • • DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) , **Workers-Comp Information**, - - Proprietors/Partners/Executive Officers/Members Excluded: - ' Philip Kovacs,Officer . - . • Trey Sharp,Officer I • • . - , ' - (See Attached Descriptions) i . • , CERTIFICATE HOLDER •• CANCELLATION ' • . I , Cityof Ashland • SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN • 20 East Main Street •. . • ACCORDANCE WITH THE POLICY PROVISIONS. . • Ashland,OR 97520 - I • • AUTHORIZED REPRESENTATIVE • ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks Of ACORD • ' • #S12886768/M12886762 , JHKDO • DESCRIPTIONS (Continued from Page 1) • • • • • • • • • • • • • • • • • • • SAGITTA 25.3(2016/03) 2 of 2 #S12886768/M12886762 • • • Client#:648437 1TANGOTANGO . • A°CORDTM CERTIFICATE OF LIABILITY INSURANCE • DATE(MM,°D/YYYY) 6/09/2023 THIS CERTIFICATE IS ISSUED AS A.MATTER OF INFORMATION ONLY AND CONFERS.NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES" • BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED . REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. • _ If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A Statement on - • this certificate does not confer any rights to the certificate holderin lieu of such endorsement(s). • PRODUCER . CONTACT Kayla Oliver Cuzzort Marsh&McLennan Agency LLC• PHONE256 890-9000 FAX 256 890-9070 (AIC,No,Ext): (A1C,No): P,O.Box.6087 • a DREss: Kayla.Oliver@MarshMMA.com • , 206 Exchange Place • • INSURER(S)AFFORDING COVERAGE NAIC#' • Huntsville,AL 35813-0087 - - INSURER A Sentinel Insurance Co.,LTD 11000 • INSURED • r •INSURER B:Property and Casualty Ins Co Of Hartfor • 34690. ' • \ Tango Tango,Inc. • INSURER.0:Hartford Fire Insurance Co. 19682 . 7800 Madison Blvd.Suite 702. . • • Huntsville,AL 35806 INSURER 0: • INSURER E: . INSURER F: . • • COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD ' • •INDICATED. NOTWITHSTANDING ANY REQUIREMENT;TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS . CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT.TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN'MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR RR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP •' INSR WVD POLICY NUMBER (MMIDD/YYYY) (MMIDDIYYYY) LIMITS •A X COMMERCIAL GENERAL LIABILITY 21'SBAVL1396 . 06/15/2022 06/15/2023 EEAACCHgOCTCUR�RENCE $1,000,000. • • CLAIMS-MADE 'X OCCUR I PREMISESO(Ea occurrence) $1,000,000 • MED EXP(Any one person) $10,000 • 1• PERSONAL 8 ADV INJURY' .$1,000,000 • • GEN'LAGGREGATELIMIT APPLIES PER: . •' GENERAL AGGREGATE $2,000,000 ' PRODUCTS-COMP/OP AGG' $2,000,000 PRO T LOC X POLICY, JEC • OTHER: • I . $ • A. AUTOMOBILE LIABILITY 21 S.BAVL139606/15/2022 06/15/2023(Ea accident)SINGLE LIMIT 1,000,000 • • ' ANY AUTO .. . . BODILY INJURY(Per person) $ . • OWNED — SCHEDULED • •AUTOS ONLY ' AUTOS BODILY INJURY(Per accident) $. - • • X AUTOS ONLY X AUT S ON Y • (Per accidentDAMAGE $ A X UMBRELLA LIAR X OCCUR 21 SBAVL1396 . • . ' . 06/15/2022 06/1512023 EACH OCCURRENCE . $3,000,000 • EXCESS LIAB CLAIMS-MADE ., - • AGGREGATE $3,000,000 • • DED- X RETENTION$10000 _ • . . • . • $ B WORKERS COMPENSATION • 21 WECAB6Z3R 06/15/2022 06/15/2023 X PER 0TH- AND EMPLOYERS'LIABILITY y I N • STATUTE ER • ANY PROPRIETOR/PARTNER/EXECUTIVE� . EL EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? I - i N/A . (Mandatory In NH) . . , I E.L.DISEASE-EA EMPLOYEE $1,000,000 • DESCRIPTION OF OPERATIONS below ' E.L.DISEASE-POLICY LIMIT $1,000,000 C• Prof Liab 21TE0330149 06/15/2022 06/15/2023 $2M Act/Agg •C Cyber 21TE0330149 06/15/2022 06/15/2023 $1M Agg ,, DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more apace Is required) • ', . **.Workers Comp Information** ' • • •Proprietors/Partners/Executive Officers/Members Excluded: • Philip Kovacs,Officer •• , ' Trey Sharp,Officer . . • CERTIFICATE HOLDER • . _ CANCELLATION _ • City of Ashland • SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE•CANCELLEDBEFORE . , • • • THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 East Main Street . • ACCORDANCE WITH THE.POLICY PROVISIONS. • • . •• Ashland,OR 97520 ' • AUTHORIZED REPRESENTATIVE •I �/ ©1988-2015 ACORD CORPORATION.All rights reserved. ' ACORD 25.(2016/03) 1 of 1 The ACORD name and logo are registered marks ofiACORD ' #S12886765/M12760128 . JHKDO • 4 , X Dropbox Sign *Audit trail Title Ashland FD -OR-3 Year Offer File name redir Document ID. eaba7296d58425c5d6bf1a8715a74664b65c439b Audit trail date format MM/DD/YYYY • Status •Signed This document was signed on app.hubspot.com r. Document History. :. L:J 05/18/2023 •Sent for signature to Ralph Sartain SENT 22:33:36 UTC . (ralph.sartain@ashland.er.us)from esign@hubspot.com IR 54.174.54.99 • 0 05/18/2023 Viewed by Ralph Sartain(ralph.sartain@ashland.or.us) VIEWED 22:33:49 UTC IP: 66.241.64.95 05/18/2023 Signed by Ralph Sartain (ralph.sartain@ashland.or.us) siGNED . 22:34:15 UTC . IP: 66.241.64.95 . 0/ .05/18/2023 the document has been'completed. . , COMPLETED 22:34:15 UTC ' • • • I • • • Powered by K Dropbox Sign • 1 I • • Questions?Contact us • Zach Tannett • zach.tannett@tangotango.net • Tango Tango . • 7800 Madison Blvd • Suite 702 • Huntsville,AL 35806 • • • •• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Doc ID:eaba7296d58425c5d6bf1a8715a74664b65c439b•