HomeMy WebLinkAboutFAAC, INC. 2 - 2006
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LEASE WITH OPTION TO PURCHASE AGREEl'vlE.'H
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THIS AGREEl'v1.ENT, made and entered into this 6th day of February, 2006 by and between
FAAC Incorporated ("FAAC") and the City of Santa Ana, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California
(hereinafter "City"). FAAC and Customer may be referred to individually as a "Party" and
collectively as the "Parties."
RECITALS
A. FAAC assernbles and markets for sale computer hardware equipment for Driver
Training Simulator systems, and licenses for use in connection therewith systems
software and application software either owned by F AAC or licensed to FAAC by third
parties.
B. FAAC is willing to lease to City and City is willing to accept from FAAC such
hardware and software upon payment to F AAC of the amounts set forth below.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF WORK
1.1. FAAC will design, build, install and maintain and support the following
equipment:
. One UpgradedVIP-5 Simulator with Instructor Station
. One Upgraded VIP-5 Simulator
. One Upgraded Scenario Toolbox
. One Juice Goose
The above equipment shall be hereinafter collectively referred to as "said Equipment"
and in effect replace existing equipment by trade-in.
FAAC will provide a one-year extended warranty on the equipment. City may purchase
the extended warranty package for four additional one-year terms. Said Basic Extended
Warranty provides:
. Unlimitetl telephone support
. Parts repair or replacement
. All costs associated with up to two service visits per year
. Additional on-site labor at published rates
. Three-business day on-site-response time.
Santa Ana, CSA
FAAC
Page 1
2-6-06
FAAC will provide Software and Software Upgrades :0 ensure that the simulator system
remains state-of-the-art by providing customers wi:c. new software features (i.e. new
vehicle models, weather) developed during each one-year period of this Agreement.
1.2 City will provide the following services in exchange for reduced lease, warranty and
upgrade costs:
. Demonstration ofFAAC Equipment/Class for Dri\er Simulator Instructors
o Taught by a Santa Ana Police Deparrrr.em Driver Instructor using FAAC
equipment
o Approximately four (4) hours in length
o A maximum of three (3) classes per mc~.th
o At least thirty (30) days advance notice ?rior to scheduling each class
o A maximum of four (4) students per class
o Demonstration of simulator at confere:!ces/exhibits as pre-arranged and
approved by Santa Anna Police Depar::nent Training Division at no-cost
to City.
. Development of additional Driving Scenarios for E-\AC
o Improvement and/or modification of existing driving scenarios using the
scenario building toolbox
o Development of a demonstration sce::ario linking the FAAC Driving
Simulator with the lES Range 3000
. Development of Driver Instructor's Package for L\.-\C
o One Instructor's Manual
o One Instructor's Video
o One Instructor's PowerPoint
2. TERM
a. The term of this Agreement shall commence on the date said equipment is
installed at the Santa Ana Police Administration Facility ar:d shall continue for 60 months.
However, the City may terminate this Agreement effective 0:: July 1 of any year that the City
Council fails to allocate funds for the continued lease of said e.:].uipment for that fiscal year. City
shall provide written notice of termination to FAAC at le2.St sixty days prior to the July 1
anniversary date. If said notice is not provided, said Lease Agreement shall automatically
continue for an additional one-year term.
b. Upon any anniversary date of this Agreement, City may purchase said Equipment
at the "Exchange Offer" price listed in PAAC's December 20. 2005 letter to Santa Ana Police
Department, attached hereto as Exhibit A, and incorporated by reference. In the event of said
purchase option, the principal portion of all lease payments m:de prior to the exercise date shall
be credited to the purchase price.
c. At the conclusion of the 60 month lease, if allle:lSe payments have been made by
City, title to said equipment shall pass to City.
d. If City elects to terminate prior to the end of the lease period, said equipment shall
be returned to PAAC at City's expense.
Santa Ana, CSA
FAAC
Page 2
2.6.06
3. COMPENSATION
a. City agrees to pay, and FAAC agrees to accept as total payment for the lease of said
Equipment, a monthly rental fee of $3,076.01. City shall also pay $5000.00 annually (which
may be paid in twelve equal payments of $416.67) for software updates. Upon the first
anniversary date of this Agreement, City shall pay an an,nual fee of $5,790.00 (which may be
paid in twelve equal payments of $482.50) for Basic Extended Warranty.
b. Payment by City shall be made monthly, on or before the 15th day of each month,
subject to City accounting procedures.
4. DELIVERY
4.1 Delivery shall be made within 120 days following execution of this Lease
Agreement by both parties. FAAC will make reasonable effort to meet any delivery date
quoted. However, FAAC will not be liable for its failure to meet the quoted delivery date or for
any damages caused by delay in shipment, installation or furnishing of hardware or software
under these terms where such failure is due to fire, war, civil commotion, labor disputes, failure
of transportation, acts of God, loss of power, air conditioning or humidity control or other causes
beyond FAAC's control.
4.2 FREIGHT, TITLE, AND RISK OF LOSS. FAAC will pre-pay and bill City for
all freight charges. Title to the Equipment will pass to City upon its exercise of the Option to
Purchase. Title to Software will not pass to City at any time. Risk of loss will pass to City upon
delivery of the Equipment to the City. FAAC will pack and ship all Equipment in accordance
with good commercial practices.
4.3 City shall procure and/or maintain insurance on said Equipment for the full
insurable value thereof during the entire term of this Lease Agreement, or until City exercises its
Option to Purchase and pays the entire purchase price, as set forth in Section 2, above.
5. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at
the following address:
Santa Ana Police Department Administration Facility
Attn: Lt. John Gabelman
60 Civic Center Plaza
P.O. Box 1981
Santa Ana, California 92701
Telefacsirnile (714) 245-8007
The Equipment will be shipped to the Customer at the above address.
6. INSTALLATION
FAAC shall install the simulators at City facility. FAAC shall have no responsibility to
connect hardware to any equipment not furnished by FAAC.
Santa Ana, CSA
FAAC
Page 3
2.6-06
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7. ACCEPTANCE
Acceptance of said Equipment shall be accomplished using such test procedures or
programs established by PAAC which demonstrate the published capabilities of said Equipment
and software identified and listed in the purchase order. P AAC will perform such testing at City
site after cornpletion of installation. City shall be conclusively deemed to have accepted said
Equipment and software when PAAC demonstrates that the applicable diagnostic or verification
program(s) work properly.
8. WARRANTY
PAAC warrants that said Equipment and software will be free from defects in materials
and workmanship and will conform to P AAC' s applicable specifications for a period of one year
from the date of shipment or acceptance, whichever occurs last. Any warranty on individual
components extending beyond this period will be honored and transferred accordingly. This
warranty is valid only when the products are installed in accordance with the PAAC operator
rnanuals provided at the tirne of shipment. Written notice of any breach of warranty must be
delivered to PAAC within sixty (60) days of the expiration of the warranty period. This
warranty will be voided by movement of the system from the original installation site. PAAC
will either repair or replace, at its option, all parts which become defective due to faulty
workmanship or materials during the warranty period, provided that said parts are returned to
PAAC's depot facility for examination. This warranty does not apply to defects caused by
accident, acts of God, misuse, alteration, City's improper integration, installation or
maintenance, or to inadequacies of electrical power, air conditioning or humidity control.
Except for the express warranty stated above, FAAC grants no warranties either expressed
or implied on any FAAC products. City's sole and exclusive remedy in the even that any
product does not conform to this warranty shall be the repair or replacement of the item or parts,
or refund of paid lease payments, at PAAC's option. Any product claimed to be nonconforming,
must be shipped to the repair location specified by PAAC, at City's expense. Such product will
be repaired or replaced within a reasonable tirne period. PAAC's acceptance of any product so
shipped shall not be deemed an admission that the product is nonconforming, and, ifPAAC finds
that any product returned is not defective, such product will be reshipped to City at City's
expense.
9. GRANT OP SOFTWARE LICENSE
This Agreement is subject to PAAC's "Proprietary Software License Agreement"
attached hereto as Exhibit 1.
10. PATENT INFRINGEMENT AND INDEMNIFICATION
10.1 PAAC shall, if notified promptly and given authority, information, and assistance
by City, defend any suit or proceeding brought against City which is based on a claim that any
Equiprnent or part thereof, furnished pursuant to this Agreement constitutes an infringement of
any U.S. Letters Patent. In such case PAAC shall pay damages and costs awarded in such suit or
proceeding against City which are attributable to such claims. In case such Equipment is held to
infringe any such patent and the use thereof is enjoined, PAAC shall either (1) obtain for City the
Santa Ana, CSA
FAAC
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2.6.06
right to continue using such Equipment, (2) replace the same with non-infringing equipment, (3)
modify the equipment so it becomes non-infringing, or (4) remove the equipment and refund the
lease payments less transportation and installation costs.
10.2. GENERAL INDEMNITY BY FAAC. FAAC will indemnify and hold City
harmless frorn any and all liability, expense, judgment, suit, cause of action, or demand for
personal injury, death, or direct damage to tangible property which may accrue against City to
the extent it is caused by the negligence of FAAC, its subcontractors, or their employees or
agents, while performing their duties under this Agreement, if City gives FAAC prompt, written
notice of any the claim or suit. City will cooperate with FAAC in its defense or settlement of the
claim or suit. This section sets forth the full extent of FAAC's general indemnification of City
from liabilities that are in any way related to FAAC's performance under this Agreement.
10.3. GENERAL INDEMNITY BY CITY. City will indemnify and hold FAAC
harmless from any and all liability, expense, judgment, suit, cause of action, or demand for
personal injury, death, or direct damage to tangible property which may accrue against FAAC to
the extent it is caused by the negligence of City, its ernployees or agents, while performing their
duties under this Agreement, if FAAC gives City prompt, written notice of any claim or suit.
FAAC will cooperate with City in its defense or settlement of the claim or suit. This section sets
forth the full extent of City's general indemnification of FAAC from liabilities that are in any
way related to City's performance under this Agreernent.
11. LIMITATION OF LIABILITY
Except for the express remedies stated in this Agreement, FAAC shall have no liability
for any of City's damages, including interruption of business or any loss of business or profits,
loss due to personal injury or death, or harm to property or expense of City arising out of the
performance of this Agreement.
12. DISPUTES
The Parties, by their project managers, will attempt to settle any dispute arising from this
Agreement (except for a claim relating to intellectual property or breach of confidentiality)
through consultation and a spirit of mutual cooperation. The dispute will be escalated to
appropriate higher-level managers of the Parties, if necessary. If cooperative efforts fail, the
dispute will be rnediated by a mediator chosen jointly by the Parties within thirty (30) days after
notice by one of the Parties demanding non-binding mediation. The Parties will not
unreasonably withhold their consents to the selection of a mediator, will share the cost of the
mediation equally, may agree to postpone mediation until they have completed some specified
but limited discovery about the dispute, and may replace mediation with some other form of non-
binding alternative dispute resolution ("ADR").
13. DEFAULT AND TERMINATION
13.1 DEFAULT BY A PARTY. If ei.ther Party fails to perform a rnaterial obligation
under this Agreement, the other Party rnay consider the non-performing Party to be in default
(unless a Force Majeure causes the failure) and may assert a default claim by giving the non-
performing Party a written and detailed notice of default. Except for a default by City for failing
Santa Ana, CSA
FAAC
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2-6-06
to pay any amount when due under this Agreement which must be cured immediately, the
defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the
default or, if the default is not curable within thirty (30) days, provide a written cure plan. The
defaulting Party will begin implementing the cure plan immediately after receipt of notice by the
other Party that it approves the plan.
13.2 FAILURE TO CURE. If a defaulting Party fails to cure the default as provided
above in Section 13.1, unless otherwise agreed in writing, the non-defaulting Party may
terminate any unfulfilled portion of this Agreement. In the event of termination for default, the
defaulting Party will promptly return to the non-defaulting Party any of its Confidential
Information.
14. CONFIDENTIALITY
CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may
provide each other with Confidential Information. Each Party will: maintain the confidentiality
of the other Party's Confidential Information and not disclose it to any third party, except as
authorized by the disclosing Party in writing or as required by a court of competent jurisdiction;
restrict disclosure of the Confidential Information to its employees who have a "need to know"
and not copy or reproduce the Confidential Information; take necessary and appropriate
precautions to guard the confidentiality of the Confidential Information, including informing its
employees who handle the Confidential Information that it is confidential and is not to be
disclosed to others, but these precautions will be at least the same degree of care that the
receiving Party applies to its own confidential information and will not be less than reasonable
care; and use the Confidential Information only in furtherance of the performance of this
Agreement. Confidential Information is and will at all times remain the property of the
disclosing Party, and no grant of any proprietary rights in the Confidential Information is given
or intended, including any express or implied license, other than the limited right of the recipient
to use the Confidential Information in the manner and to the extent permitted by this Agreement.
15. INSURANCE
15.1. Prior to undertaking performance of workunder this Agreement, Seller shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
15.1.1. Commercial General Liability Insurance. FAAC shall maintain
commercial general liability insurance naming the City, its officers, agents, volunteers,
and employees as additional insured(s) and shall include, but not be limited to protection
against clairns arising from bodily and personal injury, including death resulting there
from and damage to property, resulting from any act or occurrence arising out of FAAC's
operations in the performance of this Agreernent, including, without limitation, acts
involving vehicles. The amounts of insurance shall be not less than the following: single
limit coverage applying to bodily and personal injury, including death resulting there
from, and property damage, in the total. amount of $1,000,000 per occurrence. FAAC
shall supply City with a fully executed additional insured endorsement in substantially
the form attached hereto as Attachment 2 to this Agreement upon execution of this
Agreement and shall be approved in form by the City Attorney.
Santa Ana, CSA
FAAC
Page 6
2.6.06
15.1.2. Worker's Compensation 1nsurance. 1n accordance with the provisions of
Section 3300 of the Labor Code, FAAC is required to be insured against liability for
worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, FAAC agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
15.2. The following requirements apply to the insurance to be provided by FAAC
pursuant to this section: .
(i) F AAC shall maintain all insurance required above in full force and effect for the
entire period covered by this Agreement.
(ij) Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled or reduced
in coverage or changed in any other material aspect without thirty (30) days prior
written notice to the City.
15.3. IfFAAC fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect FAAC's right to be paid for its time
and materials expended prior to notification of termination. FAAC waives the right to receive
compensation and agrees to indemnify the City for any work performed prior to approval of
insurance by the City.
16. GENERAL
16.1. TAXES. The Equipment purchase price does not include any excise, sales, lease,
use, property, or other taxes, assessments or duties, all of which will be paid by City except as
exempt by law. If FAAC is required to pay any of these taxes, FAAC will send an invoice to
City and City will pay to FAAC the arnount of the taxes within forty-five (45) days after the date
of the invoice. City will be solely responsible for reporting the Equiprnent for personal property
tax purposes, and FAAC will be solely responsible for reporting taxes on its income or net worth.
16.2. ASSIGNABILITY AND SUBCONTRACTING. Neither Party may assign this
Agreement without the prior written consent of the other Party. FAAC may subcontract any of
the work, but subcontracting will not relieve FAAC of its duties under this Agreement.
16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this
Agreernent will not be a waiver of the right or power. For a waiver of a right or power to be
effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or
power will not be construed as either a future or continuing wai ver of that same right or power,
or the waiver of any other right or power.
16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this
Agreement invalid or unenforceable, that part will be severed and the remainder of this
Agreement will continue in full force and effect.
Santa Ana, CSA
FAAC
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2-6-06
16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this
Agreement as an independent contractor. The Parties and their personnel will not be considered
to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as
granting either Party the right or authority to make commitments of any kind for the other. This
Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal
business organization of any kind.
16.6. HEADINGS AND SECTION REFERENCES. The section headings in this
Agreement are inserted only for convenience and are not to be construed as part of this
Agreement or as a limitation of the scope of the particular section to which the heading refers.
This Agreement will be fairly interpreted in accordance with its terms and conditions and not for
or against either Party.
16.7. GOVERNING LAW. This Agreement and all questions relating to is validity,
interpretation, performance, and enforcement shall be governed by and construed in accordance
with the laws of the State of California. Both parties further agree that Orange County,
California shall be the venue for any action or proceeding that may be brought or arise out of, in
connection with or by reason of this Agreement.
16.8. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the
entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all
previous agreements, proposals, and understandings, whether written or oral, relating to this
subject matter. This Agreement may be amended or modified only by a written instrument---
signed by authorized representatives of both Parties. The preprinted terms and conditions found
on any Custorner purchase order, acknowledgment or other form will not be considered an
amendment or modification of this Agreement, even if a representative of each Party signs that
document.
16.9. NOTICES. Notices required under this Agreement to be given by one Party to
the other must be in writing and either personally delivered or sent to the address shown below
by certified mail, return receipt requested and postage prepaid (or by a recognized -courier
service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback
received, and will be effective upon receipt:
PAAC: PAAC Incorporated
Attn: Kathy Studer, Contracts
1229 Oak Valley Drive
Ann Arbor, Michigan 48108
FAX 734-761-5368
CITY: Santa Ana Police Department
Attn: Lt. John Gabelman, Training
60 Civic Center Plaza
P.O. Box 1981
Santa Ana, California 92701
FAX 714- 245-8007
16.10. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all
applicable federal, state, and local laws, regulatit;ins and rules concerning the performance of this
Agreement or use of the Equipment.
Santa Ana, CSA
FAAC
Page 8
2.6-06
16.11. AUTHORITY TO EXECUTE AGREEi'vfENT. Each Party represents that it has
obtained all necessary approvals, consents and authorizations to enter into this Agreement and to
perfonu its duties under this Agreement; the person executing this Agreement on its behalf has
the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid
and binding contract, enforceable in accordance with its tenus; and the execution. delivery, and
perfonuance of this Agreement does not violate any bylaw, charter, regulation, law or any other
goveming authority of the Party.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first
above written.
ATTEST:
CITY OF SANTA ANA
f2d~
DAVIDN.REAM
City Manager
ca.
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
\.-/ '\,
By: /: \, \ \ I' \j'::A,
Laura'Sheedy
Assistant City Attorney
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I
FAACINCORPOR~TED
K T FLOSKY
Exe uti ve Vice Presi
ID # 38-2690_
Santa Ana, CSA
FAAC
Page 9
2-6-06
FAAC
L----JNCORPORA TED
1229 Oak Valley Dnve Ann Arbor, MI48108 Phone: ( 734) 761.5836 Fax: (734) 761.5368
WWW.faac.com
ATTACHMENT 1
FAAC PROPRIETARY SOFTWARE LICENSE
AGREEMENT
This Agreement is executed and entered into as of 6 February 2006, by and between FAAC Incorporated,
a corporation organized and existing under the laws of the State of Michigan, with its principal place of
b)Jsiness at 1229 Oak Valley Drive, Ann Arbor, Michigan 48108 and City of Santa Ana, a charter city and
mimicipal corporation organized and existing under the Constitution and laws of the State of California
with its principal place of business at 20 Civic Center Plaza, Santa Ana, California 92701 ("Licensee").
Licensed Software:
FAAC Software Name Version
Emer$!encv Vehicle Simulation Software To be established upon delivery.
Scenario Toolbox Software To be established upon delivery.
Use of the Software listed above is subject to the terms and conditions hereinafter set forth.
1. License GrantlUse
A. Licensee acknowledges that the Software and related software manuals are the property of FAAC
and that FAAC intends that Licensee will use the Software and related software manuals only
under the terms and conditions of this Agreement.
For valuable consideration, receipt of which is hereby acknowledged, FAAC does hereby grant to
Licensee a royalty-free. nonexclusive license to use the FAAC Software on the system designated
above. FAAC does further hereby sublicense, to the extent permitted, Licensee to use certain
Software licensed to FAAC by other vendors, also only on the system designated above. All use
of all Software is subject to the terms and conditions of this License Agreement.
B. Use
The license granted hereunder conveys to the Licensee the right to use the Software only on the
designated system as specified above. For purposes of this agreement, the System is defined as
the computer system used to execute the program code generated by the Software.
C. Assignment
This license and the applicable FAAC Software may not be assigned or orherwise transferred to
or used by another party without prior written consent from FAAC.
D. Export
Licensee agrees that it will not in any form export, re-export, resell, ship or divert or cause to be
exported, re..exported, resold, shipped or diverted, directly or indirectly, the Software or a direct
product thereof to any country for which the U.S. Government or any agency thereof at the time
of export or re-export requires an export license or other governmental approval without first
obtaining such license or approval.
II. Copies
A. Copyright Notice
Licensee acknowledges that FAAC claims copyright in the United States on the Software and
manuals. Licensee will maintain FAAC's copyright notice on the Software and manuals and will
mark all authorized copies of the Software and manuals with a copyright notice indicating
FAAC's ownership in such manner as FAAC may designate. Placing of such copyright notice
shall not be deemed a publication or placement in the public dornain.
B. Limitations
Licensee agrees that it shall not print or copy, in whole or in part. in any media, any Software
under this license except for backup and archival purposes.
Licensee agrees that title to the original copy of all Software furnished and all copies and
modifications thereof made by the Licensee are and shall remain in FAAC.
C. Proprietary Notice
Licensee agrees to include FAAC proprietary notice on all copies, in whole or in part, and in any
form made by the Licensee under this license.
III. Term
This license is effective from the date of execution by FAAC and shall remain in force until
cancelled by reason of the Licensee's failure to comply with any of the terms and conditions set
forth herein, and subject to the cancellation provisions in Paragraph IX. Licensee's obligation
hereunder with respect to maintaining confidential information shall survive the cancellation of
this license.
IV. Unauthorized Use ofFAAC Software or Licensed Software
Any use of the Software not in accordance with the express provisions of this license is
unauthorized.
V. Protection and Security
F AAC represents that the Software constitutes confidential information and Licensee agrees not
to disclose any Software in any form to any person other than FAAC or the Licensee's employees
having a need to know without prior written consent from FAAC. Furthermore, Licensee will use
its best efforts to keep all such information confidential, and shall use all reasonable measures to
prevent any unauthorized use, copying, publishing, reproducing, or disclosure of Software.
VI. Software License Rights of F AAC
Nothing contained herein shall give Licensee any interest of any kind in the Software except the
right to use the Software in accordance with the terms of this license.
VII. Patent and Copyright Indemnification
A. Defense of Claims. Costs and Damages
Subject to the limitation of liability contained in Paragraph XII, F AAC will defend at its expense
any action brought against the Licensee to the extent that it is based on a claim that the Software,
used within the scope of this license, infringes upon a United States patent or copyright, F AAC
will pay any costs and damages finally awarded in such suit or proceeding against the Licensee
which are attributable to such claim; provided, prompt notice is given to FAAC and FAAC is
allowed full control of the settlement of any such claim. and Licensee provides all reasonable
assistance at no cost to FAAC.
B. Infringement
Should the Software become, or in FAAC's opinion be likely to become, the subject of a claim of
infringement of a copyright or patent, FAAC may at its option (i) procure for the Licensee the
right to continue using the Software, (ii) replace or modify the Software to make it non-infringing
while providing the same functionality. or (iji) if the right to continue cannot be reasonably
procured or the Software cannot be reasonably replaced or modified, then terminate the license to
use such Software and refund the purchase price of the software and the hardware whose
operation depends on such software. less depreciation at 20% per year.
C. Limitation on Liability
FAAC shall have no liability for any claim of copyright or patent infringement based on:
I) Use of other than the latest unmodified release of the Software from F AAC if such
infringement could have been avoided by the use of the latest release of the Software,
provided that the Licensee is notified by FAAC that the earlier release of the Software is
infringing, the Licensee is provided with a later release of non-infringing, compatible
Software, and the Licensee elects to continue using the infringing Software; or
2) Use or combination of the Software with any non-FAAC programs or data.
F AAC shall have no liability for any claim of copyright or patent infringement where the claim
arises out of special requirements of the Licensee or is the result of special treatment or use to
which the Licensee or others apply the FAAC Software. This Paragraph VII states the entire
liability ofFAAC with respect to infringement of any copyrights or patents by the Software or
any parts thereof.
VIII. Injunctive Relief; Waiver
The Licensee agrees that any failure to comply strictly with the terms of this License Agreement
will cause irreparable harm to FAAC, and that FAAC is entitled, in addition to any other rights
and remedies it may have, at law or in equity. to an injunction enjoining and restraining the
Licensee from continuing to use the Software and/or from doing any such act and any other
violations or threatened violations of this license. Licensee agrees that Seller's waiver of breach
of any provision of this license shall not be deemed waiver of any preceding or succeeding breach
of the same or any other provision of this license.
IX. Cancellation
Any failure by Licensee to comply with the obligations imposed upon Licensee by this License
Agreement shall be deemed to be a Default. In the event of a Default, FAAC may, after giving
thirty (30) days written notice to Licensee, cancel any or all of the licenses granted hereunder,
unless the latter corrects such Default within such thirty (30) day period.
X., Return on Cancellation
Within thirty (30) days after the cancellation of the license granted hereunder, Licensee shall
deliver to FAAC all Software and copies thereof, or if this is not possible, shall destroy all
Software and copies thereof and so certify in writing to F AAe.
XI. Warranty
A. General Warranty
Software will conform to FAAC's DTSrM product specification prevailing at the time of the
shipment. F AAe will correct all reported substantial non-conformities in unaltered Software for
a period of one (1) year from date of shipment, provided such reports are made in accordance
with FAAC's standard reporting procedure and such non-conformities are confirmed by FAAe.
Correction of non-conformities may, at FAAC's discretion, consist of any combination of the
following: written instructions for installing minor patches, automatic patch capability on
Documentation to reflect operating limitations provided that such limitations do not limit the
specified guaranteed performance of the Software.
B. Warranty Limitation
The express warranty stated above is in lieu of all other warranties, and FAAC disclaims all other
warranties, either express or implied, including all implied warranties of merchantability or
fitness for a particular purpose, and the stated express remedies are in lieu of all other remedies,
liabilities or obligations of FAAC for damages including, but not limited to, incidental, indirect,
special, or consequential damages, such as interruption of business or any loss of business or
profits, loss due to personal injury, or harm to property, or any expense experienced by the
Licensee or his customer arising out of any defects in or failure or inadequacy of performance of
any product furnished by FAAC hereunder.
XII. Limitation of Liability
FAAC's liability to the Licensee for damages hereunder. excluding any liability for copyright or
patent infringements, regardless of the form of the action, shall not exceed the charges paid by the
Licensee for the particular licensed Software or related material. FAAC's liability to the Licensee
for damages for copyright or patent infringement shall not exceed the purchase price of the
equipment incorporating such licensed software. No action, regardless of form, arising out of the
transactions under this license may be brought by Licensee more than one (1) year after the cause
of the action has accrued.
XIII. Rights in Data
For U.S. Government Customers Only: This License Agreement is entered into pursuant to
DFARS 252.227-7013(c) and FAAC is authorized to apply the Restricted Rights Legend to all
computer software and related software documentation identified on the first page of this
Agreement. FAAC understands and agrees that any modifications to the computer software and
related documentation listed on the first page. which are made at Government expense, shall be
furnished, if required, subject to Unlimited Rights.
XN. General
A. In case anyone or more of the provisions contained in this license shall, for any reason, be held to
be invalid, iIlegal, or unenforceable in any respect, such invalidity. iIlegality or unenforceability
shall not affect any other provision of this license, but this license shall be construed as if such
invalid, illegal, or unenforceable provision had been deleted.
B. Additional FAAC Software products, Licensed Software products, or Simulators may be added to
this license at any time by mutually acceptable additions to the lists of software in the first
paragraph above.
C. The headings contained in this license are for reference only and shall have no substantive effect.
D. The Licensee's remedies in this license are its sole and exclusive remedies.
E. The Licensee acknowledges that it has read this license, including all printed language, that the
Licensee understands it, and agrees to be bound by its terms. and further agrees that it is the
complete and exclusive statement of the agreement between the parties, which supersedes all
proposals, oral or written, and all other communications between the parties relating to the subject
matter of this license.
F. The laws of the State of Michigan shall govern this agreement.
Licensee:
Signed:
Signed:
Name:
Title: Executive Vice President
Title:
Date: 2/1/2006
Date:
ATTACHMENT 2
ADDITIONAL INSURED ENDORSDfENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement rnodifies such insurance as is afforded by tb: provisions of Policy
# . relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa .-\!la. California 92701; its officers,
employees, agents, volunteers and representatives are named :lS additional insureds ("additional
insureds") with regard to liability and defense of suits arising from the operations and uses
performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or on behalf of the
named insured, such insurance as is afforded by this policy is prirnary and is not additional to or
contributing with any other insurance carried by or for the benefit of the additional insureds.
3. This insurance applies separately to each insured against whom clairn is made or suit is
brought except with respect to the company's limits of liability. The inclusion of any person or
organization as an insured shall not affect any right which such person or organization would
have as a claimant if not so included.
4. With respect to the additional insured, this insurance shall not be cancelled, or materially
reduced in coverage or limits except after thirty (30) days wrir.:en notice has been gi ven to the
City of Santa Ana, 20 Civic Center Pla2a, Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
, this endorsement form as a part of
Effecti ve
Policy #
Issued to
Named Insured
Countersigned by
Authorized Representati ve
Feb 14 06 12:58p
San~a Ana Police Dep~
ORATE
714 245 8088
p.3
~:C01'TB. 2.201'161'n10:02~"'nM'~ IN(ORP Dro~ ~lnd'l \l\'a-rd !l20 A .oe: of
/II .
..
= ACORD. CERTIFICATE OF LIABILITY INSURANCE QP1D 9~ DllTEfl.llMtOPf"/'('l"rl
r~-.~ 02/02/05
!'!lOCU"" THlSCERTd'lCATE ISISSU~D AS A I.lATT"R of INFORMATION
ON~ V ANI> CONfj;.RIi NO RIGI1TS UPOIl THE CER l1fI(;A TI:
lfyl:aXl"t of un Ar:bo:;, ItJjC HO~D"1l- THIS CERTIFICATE llOE8 NOT _NO. EXTEND OR
301 . Natn ~treet A~ TE" THE COvellAljE AFFORPED BY THE Po~lclf5 BE~OW.
j\an .I\.1:bo>: MX ~e:l.o,
~hone:7a4-741-0D44 Fax;7!'-741-1850 INSURERS AFFORDING COVERAGE NAlC M
lN8UR~a IJlIS\..IR~AA 1111 twarsz. oIoAlIIul:J.n.:r..... 0..
IN3IJ~Ra
!'AAC, Inc. Il"lSURC~ C
:l.22g 0",", V"llelr Drive 'I'lS:U~RO
Al:r,1I:L A:r;bor JliSX t 108
1N&~r.!~
NO 145 oeP 4w M P
2
COVl'RAGIlG
lHF POll,-IF.~ nF ~1\I~AfIIJ:f' lrS1r;~ rlW"^",,' HAVf J'f;f;N 1~Sl.IPD TO Tlf211\f8l-~r.o ~ ~vF r(l~ THr PI1\ rCY PfRlOO JNQICAT'F.O NOiWlTHSTANOINI)
MV flC:QUl~FMfWl', TEj;M(~ CI:JIIlPITl(:l~ Of ~y CQ\l1liiA(T rJR orneR pOl:~fONTvYlT't1 ~Sf't:C;T tOVllJ1ICH THIS 'ErmfICA~ ~'I' !l~ I::;SUfCI Of!
MAY /'eRtAIN. TNt: INSURMCIi: AF'f'~p ~y M ~lCI~ OES<:FlIae.O ~I'" IS SUBJECT 'fa. A\.l. ~ Te~!.. f'4C\..USlef& ~ CON01TI~" 01 ~a-I
1'(JI.ICleS AGc;.~c.,t,Te 1..IMITB .':1HO\NIIl""""'V KA,VE. ~l:.N F.l~OlJcep 1:1'1' P~O 'VI......
~ 'rIPE Q' .NSu"NC' POI.ICYr"lIJItlD~ CAre -i/W,' OAlE MMfllDtv"t'\ ~TS
, ~Ei~ ~~m' EACH OCCV~tQCE o';;:1.,ODD,OOO
A lC X_ COMh'IEIoICIAL GEr-ERAl LI~I~ ~Ty TIlO:!lol.:J". 015/01/0" aS/aVO" !,~~j~~~~L .L~.6.0! ol!.'!-,__
..:J ",A<MS """E [.iI OCtUO ~~!-~l~_o~.~l._ '10.000
-. ~""'u.__.__
- PltRSQtolAl&14:JVl'N.)JR!Y f 1/OOD",000
- Gt'NEAl'LN:".c:.FlI=~",Te , .2,ODD,OOO
~ o*.GGh'P("J.TP 1,[Mlf"'PPLIfF:~ PFIOOlJCTS. CtrJlllClP AGr. 11,000,00.
POI-ICY n ~~ n ~OG
Al.1fDMOBILI'iLlAlllITY cor.1BlNEO SINO..E: LIMIT 11,000,000
-
A ~ AfIt'f.wfO 802101354 06/01/06 0"/01/06 fElectll$lrti
ALL O'M'ISD AUTOS
-,. aoDII.YIr'UlRY .,
SC....,;DUlfO 1\UTOS IP"lfI'llI'Oo"I;
-
~ HIPEQ,.mos 9Ol)1\''r jN.JJR1'
(~~Ilal':l<'l/)nll ,
t-!- "'C~OAI.IT08
f- , PRc1PEPTY O"'MAI"...E ,
IF>orocclcbi1ll
G~1I161L1T" Al.JTo ora. 'r . EA JlCCI(X%NT ,
RANYAUllJ ~~Rm ~ACC --,--------,
AGO I
aCliISJUMBRI1l-LA LI4!lILITV EACf1 Or.CU'-NCi $1,DDO,OOO
A ~ 0<:"" 0 CV'M' w.oE R02100643 OS/01/05 05/01/06 .Ar:'tQA~Tr.: 11,000 000
I
!xi ~"""T\...t ,
:x: f':eT~NtION UO,OOO ,
WQJtl4!RI CC1~NSAl'1ON AND ::g: ITO~'r'L~ I 1'.1{
A -=I\IJ"LcyI!It~'L"1JlL1'JY 1lIVA:Z10;!l310 , 05/01/05 OS/n/06 \ 50Q ,QOO
,.,~ F'llt~"rr.'tW,f'AATWRIP.lf~r.UTlve E L ~'HAC.C:IOENT
Of'FICl!:~ttJeMeE~ E)t':'\.UCGtn t:: L OISeASE. ~A !!:MP~ayl'~ ~500,DOO
{fYO~ill..~r.rll>.LNtor \ 500 ,000
SPE'-1Al. ~VJSIONS liltlOW' I<:L Ol~.POllCv~IMI'l"
""'.~
I . ~nn ' , ~ RM
D9Cftll"nON <.lC" .g1"~naNS ,I.QCA r.......- I VI:;,.H~L II ~"'I:j.~.lgN. IWQfP.v &NDQIU.1il iNT' lrIiCUtol. ~O\llSIONS . , "" '.......... n<> :~v rL
IJ'he Cit.y ot SOUlta. Ana.. it,. o.ffice.r,ll, ~loyee8, a'!l~Dt.., volub..-teeza ",,,l. ;/3
.rep>:esentativ",.. &:re nalled ... a4d1 t1on..l ia.q.reds with "'~9~ds to the BeJ1era.l n , "ft,
,..."bilitll _ly. ,..---.- ..
"a a Stitt~hcedy
J..",-,.:>lant City. Attorney
CI!!:RT1FICATl5' HOLDeR!
CANCEU..ATIOt4
Santa ADa ~ol~~e Depakbmeut
Admin18~r.ttOD ra~i~i~y
:tot. .toAn lJabe1.1aap.
60 ci~ie ~cnter P~a3a
Santa llna CA 92701
~A"l
tH~ Atl( or DIE .ABO\Il OE'H:R"P ~cLICII!.." CANCELl.Ec ",f:ORIIi TP1~ II!X,,""'''ClN
'D....~'ntJINICII,THR1.~,.lIURIiRWlI...lNtlI!A\lCltTCMAI/. 3D t1AY1-WiM'TWN
NOTICE ro ll1E Ciill'JWlICAT!! "Ol..~ ".....ec fC TH!S t.EJ;T, su'l'lIAILulIlE TO DO 00 ""ALL.
lMl"OSe l<<l aaUMTlDN! OR u,.8IU'l'Y Cl"" ANY KIND ~o~ Tt1lI!: INlIl.lF~Eil'I. ITS AGI!NY3 o~
RB"~IENTATlva.
. .
"..~
ACOflO 'l6 (2DD1101It)
. ACORI> CO!>PORATION 1BBB
e ,l.. '
RECli:IVE:D TI!'Ii:
FDl. 2.
9'521'lM
PRINT TIME
FUI. 2.
'l'5aI1M
F@b 14 06 12:58p
Santa Ana Police
EE. 2.2006iWI0:02RM-.t r8e~ IN~O@EO~8!sQ
D@pt 714 245 80S8
Wdb'"'' -.t 'El3..r-~..:14~.3AI3~..;~
p.4
IMPORTANT
It lhe cetlificate holdor is iln ADDITIONAL IfIl5U~ED, the policy(iGs) mud be ll'ldon;ed. A stlltemenl
on !his certificate dces not confer ~ghls 10 thll cartllicale holder ., lieu of such endc,.,emsnt(s).
If SUBROGATION IS WAIVED, SllbJ8ella thll te/ms an" l:llI1dltlons of !he policy, cllllJWl policies milY
require an endorsement. A statement on Ihis certItlcate doe5 not confer righls to tl1e certlflC8111
holder '" lieu of suc:h endorsement(s).
DISCI-4IIl1ER
The Certlf'lC3le of In5urance on !he lWIIer5e slde of Ihis form doe. nol CDf1slltute e conlr.lct between
!he issuf19 InSUl'er(s). BUlhoriz!lrl repres8l1lativeor producer. andlhe IiIlrtilicate halder, nor dOBS It
affirma~yely or negatively amand, extehd or allllr the r:ovelllge Il!'lorded by lhe pollclBS lilillld l/18raon,
APPROVED AS TO FORM
._~ z) 1
Laura ., " _'._ .,~j ,
~ssistanl .......,;,y aw,,: ,j~Y
AcaRO ZIlzoa11U1II
SB/SB ::!J\ld
~!IVlOD~N05!100
BEELIHPEL
Bt:Pt 9B~~/tB/~8
,Feb ,14 06 12:58p Santa Ana Police Dept 714 245 80S8 p.5
FE8. 2. 2005~lj.jHJ: 0<;~2..t FOO~ INt;~O~I~Q!ii"'" """'''''Wd6~';2' ""';'i''':a3J' ....r~~.L14~3;;i~.:.a~~.----
p.TTACHMBNT :l
ADnmaNAL lNSTlR'Rn "'Nnn>>l:~
:!lOB. mMMRlI~ o:aNll1UL LlAJJturY roLrCY
Iuunnoe CODIpIllY ~~....;.\. ~_... 'I.\.. .. ~
Thi~ ~t mldfill/J Slldliuurpz II i, ~ by Ibo pmyi.~iv~ ofPc1lay
~........... .......,~..,.... ra1aIlq lllliul t'oIlowing;
L, Tile City of :lct! A:l1a, ZO CiVic 'Qeater Plall, SaIltI An-. CalifllIlJilL 92701: il5 QffiOIl.'ll.
IlDlplD}'lIClI. .gJ!IIIlll, 'Vo1untllcili 8lld trJilrelllllllltl:VlIll m nll1lCd.. Wdlti.......1 inIlmecla (lIadd1ttllJl&l
l'nJIll'Cdt") wiijl regaft! to lillbility 8lIlid#CIl8O of luih arili1lg from Ihe oplll'lltlOll8 :mil QBeS
pmfllClnOd by or on bchlllf of rbe nemtXlll\ii.U'cd;
:I. W1lhreQwlOclBims IIJi_DlItDithc~olllllld UiDlpadODDeCl byDroa bchlllfQfiho
lUIllled:lllalmld, IlIcb 11lllUl'l\llollu illflgrdlld bylhll polloy h primllry lIIId ill DOl addidoaal to OJ
cOl1tl1butill.g willl11DY othBr insurance c~ by or fur the boncfit Df tbCIldditiOlll1 i_d!.
3. 'l1Us iuSl1l'BllOll ~llIlIDplllf.lzlY 10 *11 inB1Il1ld aplnct wholn claiDl is ~ or suit iJ
bI:ou.ehl CJ.llOpt with reepgt:t to tha 17oJnPllllY'llimlll of liability. ~ j""hl';"lI of lllIY penon or
orPDizaliClO IlIllllln._ d1,lIl1a1i .nect 8I\Y rlgb.t whlcllllUCh person or orpniution wau14
have II II cJlllmInt If Dol sa 1Dc1u&d.
4. Wi!b te&poGllo Ibo PlitWnll ~ 1hJlIln~a Ilbll!ll1ot b8 a_U~ or JlJ8t!l;ri1llly
Mda=d ill ~ or limllS llIoept "lhUt~(30) lilY" wrltt8l1llOlice llIIB been 1Ii~ to l'hIl
City of SlIIIl&An.I, 20 ClIIk Center P1aza. $aQta Ana, Califumia \12701,
(C""'IpI'"ioll of IhCI follllWiJII, iDlllllllill& COIU1l<<'iigaalUre. Is required to make this IlIllIonamtlIIt
efftl:l!.ve.)
Effective \ - '1.- ~..... 'llDJ clIl!orsCllllll1t {OIlDllU pan of
=~~~;\~~.:::
N~liIsU.rlld
::.'~C-~, "~4
C~by:.,~,,;.,"
Ail~~rclllllll8tlV1l
.
\. PPROV ED AS TO FORM
___i2!-3(3
Laura Slitt Sheedy
A'il>l[;tant City Attorney-
S01l0 39\1d
~NDSllOCl
8~U T~~~EL
8t:pT qBBl/TBllB
\
ACORD. CERTIFICATE OF LIABILITY INSURANCE OPID9Z I O...fEIMMIDDIYYYYJ
FAAC--l 08/28/06
P~ODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Hylant of Ann Arbor, LLC HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
24 Frank Lloyd wright Dr J4100 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Ann Arbor MI 48105 ,
Phone: 734-741-0044 Fax: 734-741-1850 INSURERS AFFORDING COVERAGE i NAIC#
.-.,
'NsuRED 4- ddJh- Dlf I'NSURER" St ..~17nv."u 00.., 'n" I
FAAC, Inc. '''SURERB ,
IES Interactive A division of :
FAAC, Inc. INsuRERc
1229 Oak Valley Drive INsuRERD 1
Ann Arbor MI 48108 1
INsuRERE
COVERAGES
THE POLlC,ES OF ,NSURANCE LISTED BELOw HAVE BEE" ,ssUED TO THE 'NsuREO NAMED ASOVE FOR THE POUCYPERIOD,NDICATED,NOTW,THSTANOING
ANY REQUIREMENT,TERM OR CONDITION OF A1<Y CONTRACT OR OTHER nocuMENT w,TH RESpECT TO wHICH THIS CERTIFlCATE MAY8E ISSuED OR
MAYPERTAIN,THE INSuRANGE AFFORDED BY THE POLlCIE5 DESCRIBED HEREIN ISSUBJECTTOALLTHETERMS,EXCLUS'O'lSA'lOCONDITIO'lSOFSUCH
POLICIH,AGGREGATELlMITSSHOWNMAYHAVEBEE~REDVCEDBYPAIDCLAIMS
i~~ r:S~~ --- -,---- PDLlCYEFFECnV!; POL.'CYExPIIlAnO~
TYPEOFINSUIU.NCE POLICY NUMBER O...rE(MMlODNY) O...n;MMlDD/YY ,.~
! ~ERALlIABILITY EACH OCCURRENCE I, 1,000,0_0_Q. .- ,
A ! X DAMAGETQRENTEO
-"- CDMMERe'AL"ENERAl.LIAEILlTY TE02101425 05/01/06 05/01/07 PREMISES (E. """u,"ncol , 250,000_
P CLA'MSM^DE C!:J QCClJR .",
MEDExP(A"yooopo"on) :, 10,000
- -.
PERSONAL&AOVINJURY , 1,000,000
- --.
, i GENERAL AGGREGATE I, 2,000,000
--,-
! GEN'L-AGGREGATE LIMIT APPL'ES PER PRODuCTS COMPJOPAGG I, 1,000,000
I POLICY -h ~:6; ~ LOC ------
,"'UTOMOBILELIIIBILITY COMBINED S'NGlE L1M'T ,
IEaaoc;don<) , 1,000,000
A ~ANYAl>TO TE02101425 05/01/06 05/01/07
----
, ALL OWNED AuTOS BOOILYINJURY
~ ,
------:5CHEDl>LEDAUTOS IPo'pe"on)
---- r-'--- ----,-
- HIRED AuT05 ! BODILY INJURY
,
NON_OWNED AUTOs 1 (Po"o,,"o")
--. -------
- I,., ----- PROPERTY DAMAGE ,
, (po"c,,"o")
lOOCOU'IT AuTOONLY.EAACCIDENT ,
-..
I ANY AUTO OTHER THAN EAACC ,
AUTO ONLY ^CO ,
hSS"'MBRELLALIABIL~~ EACH OCCURRENCE , 1,000,000
A ~OCCUR L CLAIMS MADE TE02101425 05/01/06 05/01/07 AGGREGATE $ 1,000,000
_, 'u___
I-- , ---
-
~DEDUCTIOLE ,
----- ,_.
X RETENTION 510,000 ,
we STATU L OTH.
, WoRKERSCO"'PEHSATIO~"'ND .!..._~~!LI,,,ITS "
EMPloVE"S.U...OILITY
A ANVPROPRIETORlPARTNER.'EXECUTIVE UB4773C569 05/01/06 05/01/07 ~~C~'DENT , 500,000
OFFICERlMEMBERExClUDED' E,LOISEASE EAEMPLOvEE I' 500,000
"yes."".,,;". "ndo, 1 ,
SPECIAlPROVISION51>"low E,L,DISEASE_POuCVUMIT " 500,000
OTl<ER ,
A Auto Ded. TE02101425 05/01/06 05/01/07 Camp 500
1 Call 1,000
DESCRIPnONOFOPERAnONSILOCATIONSIVEHIClESIEXCLUSIONSAOOEOBY ENOORSEMENT I SPECIIIL PROVISIONS
Certificate holder i. named .. Additional Insured only .. their interest m.y ,#VLcoty
apply to the General Liability.
CERTIFICATE HOLDER
CANCELLATION
SANAN01 SHOULOA~VOFTHEABoV!; DEsCRIBED POLICIES BE CANCfLLEOBEFORETHEEXPIRulON
DJlTETHEREOF.THEISSUINGINSURERWlllENOEAVoRTO"'...IL 30 OAVSWR'TTEN
-
Santa An. Police Department ~OTlCEToTHE CERTIFICATE HolOERN"'MEDTOTl<ELEFT,BUTF~llURE rooo SO SHALL
Robert Brekenfe1d
60 Civic Center Plaza IMpoSEHO OBLIGATION OR LIIIBLITY OF ~NVKINDUPONTHEJNSURER,ITS"'GENTSOR
Santa Ana CA 92702 REPREsENT.o.TIVES
AUTHO"~REI'RESENTAT~ U..-<J2.:1.
/ :,.u! Vv
ACORD 25 (2001108)
@ACORD CORPORATION 1988
.
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
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 rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
~
ACORD 25 (2001108)