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HomeMy WebLinkAboutRedlands Software Inc. 3CX07 V AGREEMENT TERMINATION Please complete this form when the attached agreement Mjoj&0 inwat Return form to the Sr. Deputy Clerk of the Council (M UT-`°iC# l 4- have any CLERK "U questions. k ----------------------------------------------------------------- The agreement with tdY JILL- No. 4—,;-0P1&—y/6 i was completed on and final payment has been made. Department: Signature: City of Santa Ana Revised 8-7-01 Clerk of the Council r<r, AGREEMENT TERMINATION Please complete this form when the attached agreement fivo.anguinwati9 Return form to the Sr. Deputy Clerk of the Council (M-G$jYC6ll 647-523,5�r � u have any questions. C� 7"' -. �= i tt The agreement with No..A--iDo(o—y/6 was completed on Department: Signature: Date: and final payment has been made. City of Santa Ana Revised 8-7-03 Clerk of the Council NSU4",": UN tilt ,t s;OUNC. �iAIF -a- CONSULTANT AGREEMENT A-2006-016 THIS AGREEMENT, made and entered into this 0 day of February, 2006 by and between Redlands Software Inc., a California Corporation (hereinafter "Consultant'), and the Ct 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"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of Geographic Information System programming and technical services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. 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 SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. Consultant shall work at the direction of GIS Administrator and/or Administrative Services Manager of City of Santa Ana Public Works Agency. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The sum to be expended under this Agreement shall not exceed $10,000.00 in any month. The total sum to be expended pursuant to this Agreement shall not exceed $120,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on expenditure of allocated funds, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, 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 therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, 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, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) 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. f. If Consultant 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 Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding, CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-5654 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Redlands Software Inc. 2656 Redlands Drive Costa Mesa, CA 92627 Attn: Richard McFarland A party may change its address by giving notice in writing to the other parry. Thereafter, communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. It. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by 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. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: r PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: j t Laura Sheedy Assistant City Attorney CITY OF SANTA ANA DAVID N. REAM City Manager REDLANDS SOFTWARE, INC. PAHARAMCFAR AND President Tax ID # 33-0676216 EXHIBIT A SCOPE OF SERVICES SAGIS Viewer Development The SAGIS Viewer web application is a vital element of the City's Geographic Information System which currently serves map and property information to all city employees with access to a computer and network connection. The SAGIS Viewer is now operating using GeoMedia WebMap version 5.2. The next version of the software, version 6.0, will enhance its support of .NET web services and Scalable Vector Graphic output, which allows for more richly symbolized maps. Redlands Software will provide programming and website application development services to continue the transition of the existing SAGIS Viewer code base to utilize these new capabilities, as well as any new features deemed necessary in future versions of the software, in order to expand the functionality of the viewer. This includes the development of tools or custom applications that will allow the City to easily modify the content of the SAGIS Viewer and all accompanying documentation. Oracle Mieration The Public Works Agency is currently utilizing Intergraph MGE as the main repository for all spatial data. Because the BGE software suite is no longer in development and newer versions of the accompanying MicroStation CAD software are no longer compatible with MGE, it has become necessary to transition our data to a new database format. Redlands Software will provide support for migrating our existing GIS database from MGE to the Oracle Object Model to ensure compatibility with current and future releases of the Intergraph GeoMedia software suite. This includes developing tools to import new data as delivered by Digital Map Products, any database schema, user or views related development and full documentation of all tools, scripts, procedures and schemas. GIS Strategic Plan Implementation The Public Works Agency has now received a new Geographic Information System Strategic Plan. Redlands Software will provide application development services and general technical assistance to implement the recommendations specified in the updated Strategic Plan. Geographic Information System Support In addition to the specific projects mentioned previously, Redlands Software will provide general technical assistance and programming support for all aspects of the Public Works Agency GIS. This includes supporting the existing agency GIS applications that were originally created by Redlands Software and creating new applications as required. FEESCHEDULE CONSULTANT HOURLY RATE GIS Consultant $85.00 Principal GIS Analyst $85.00 GIS Analyst $45.00 GIS Technician $25.00 Direct Charges NA Indirect Charges or Overhead NA Materials or Supplies NA Other NA EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: I . The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as 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 primary 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 claim 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 insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative iO Client#: 352 REDLANSOF ACORO. /CERTIFICATE OF LIABILITY INSURANCE DATE 06/15/05Dmrr PRODUCER John Burnham Insurance Svcs 21 CA License 0099753 2415 Campus Drive, Suite 200 Irvine, CA 92612 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED 1( ��_���� Redlands Software, Inc. A - i(. �� 2656 Redlands Dr. d��l/7���LiJ� Costa Mesa, CA 92627 / INSURERA: Colony Insurance Company 39993 INSURERS. Travelers Insurance Co. INSURERC: INSURER D. INSURER E'. COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICYEFFECTIVEPRATEOLICY MMIDEXPDIYY) LIMITS A GENERAL LIABILITY E0400197 05/12/05 05/12/06 EACHOCCURRENCE $1000000 DAMAGETORENTED"ti $50000 X COMMERCIAL GENERAL LIABILITY MED EXP (Any one person) $5 000 CLAIMS MADE F_xJ OCCUR PERSONAL & ADN INJURY $1 000 000 GENERAL AGGREGATE s2.000.000 GEN' L AGGREGATE LIMIT APPLIES PER'. PRODUCTS - COMP/OP AGG $ POLICY r7 PROJECT LOC B AUTOMOBILE X LIABILITY ANY AUTO 810232HO483 04/28/05 04/28/06 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY n (Per accideQ $ HIREDAUTOS NON OWNED AUTOS X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY. AGO EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR ❑ CLAIMS MADE AGGREGATE $ $ RETENTION $ / - WC STO.TU- GTFi- WORKERS COMPENSATION AND/' E.L. EACH ACCIDENT $ EMPLOYERS'LIABILITY ANYCERIME TOR/XECUTIVE - "' - /,. -- EL. DISEASE - EA EMPLOYEE $ EXCLUDED' OFFICER/MEMBEREXCLUDEDP E. L. DISEASE -POLICY LIMIT $ If yes, describe under- SPECIALPROVISIONSbelow - OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ! EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS The City of Santa Ana, its officers,employees, agents,volunteers and representatives are named Additional Insureds with regard to Liability and defense of suits arising from the operations and uses performed by or/on hehalf of the named insured. 30 day notice of cancellation except for 10 days for non-payment of premium City of Santa Ana, its officers, employees, agents volunteers & representatives 20 Civic Center Plaza Santa Ana„ CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL XXXXIIi MAIL _ n DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,7pItxx9n XNxxI)0000 anl4Cx III ACORD 25 (2001108) 1 of 2 #M2959B KJE 0 Ai CORPORA I ION 19BU 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-S (2001/08) 2 of 2 #M29598 POLICY NUMBER: E0400197 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON or ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Santa Ana, its officers, employees, agents volunteers & representatives 20 Civic Center Plaza Santa Ana,, CA 92701 (If no entry apppears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your operations or premises owned by or rented to you. The City of Santa Ana, its officers,employees,agents,volunteers and representatives are named 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. CG 20 26 1185 ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY insurance Company _Colony Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # E040 197 relating to the following; 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising front 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 pertornted by or on behalf of the named insured, such iasutatrcc as is afforded by this policy is primary 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 claim 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 insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of die following, including countersignature, is required to make this endorsement effective.) L^ffective 05/ 12/05 this endorsement form as a part of Policy # E0400197 Issued to REDLANDS SOFTWARE, INC. Named Insured �i Countersigned by Authorized Rep entative Herb Cierley CERTHOLDER COPY STATE P.O. BOX 420807, SAN FRANCISCO,CA 94142-0807 COMPENSATION INSURANCE FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 10-01-2005 GROUP: POLICY NUMBER: 1499434-2005 CERTIFICATE ID: 3 CERTIFICATE EXPIRES: 10-01-2006 10-01-2005/10-01-2006 SANTA ANA POLICE DEPT. 60 CIVIC CENTER PLAZA SANTA ANA, CA 92702 SG JOB:ALL OPERATIONS This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 80 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. AUTHORIZED REPRESENTATIVE PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT N2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 10-01-1998 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. Y EMPLOYER REDLANDS SOFTWARE, INC. SG 2658 REDLANDS DR COSTA MESA CA 92627 M0408 (REV.2-05) PRINTED : 09-17-2005 OF LIABILITY INSURANCE I A�;om1��A" John Burnham Iry 1210 2415 Campus Drive, Suite 200 Irvine, CA 92612-8530 949 833-2462 Redlands Software, Inc. A` d Loq- d 3:1 2656 Redlands Dr. p,__ Z."y Costa Mesa, CA 92627 A— oiGO(o-61(P COVERAGES ONLY AND CONFERS NO RIGHTS UPON THE HOLDER. THIS CERTIFICATE DOES NOT AME ALTER THE COVERAGE AFFORDED BY THE INSURERS AFFORDING COVERAGE INSURER A: Colony Insurance Com{ INSURER B: Travelers Insurance Co. INSURER 0AZZI LFZOTi1 NAIC # 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY MFFDEOCTIVE POLICY EXPIRATIONDATE LIMITS A GENERAL LIABILITY E0400197 05/12/06 05/12/07 EACH OCCURRENCE $1 000 000 X COMMERCIAL GENERAL LIASILITY CLAIMS MADE ExIOCCUR DAMAGE TO RENTED PREMISES En owmempl $50000 MED EXP(Any one person $5000 PERSONAL 6 ADV I NJURY $1 000 000 GENERAL AGGREGATE $2 000.000 GEWL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGO $ POLICY PRO - CT DLOC A AUTOMOBILE X LIABILITY MYAUTO 810232HO483 04/28/06 04/28/07 COMBINED SINGLE LIMIT (Ee accMenl) $1,000,1100 BODILY INJURY (Per pavan) $ ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNEDAUTOS X X BODILY INJURY (Poreccidenl) $ PROPERTY DAMAGE (Per acddenq $ GARAGE LIABILITY AUTOONLY EAAOCIDENT $ OTHER THAN EA ACC $ ANYAUTO $ AUTO ONLY: AGO EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE 5 AGGREGATE $ OCCUR ❑CLAIMS MADE DEDUCTIBLE $ RETENTION $ 7 WORKERS COMPENSATION AND Jf-'-�-. �i WCSTATU- OTH- EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE - / E.L. EACN ACCIDENT $ E.l, DISEASE- EA EMPLOYEE $ OFFICERWMEMBER EXCLUDED? If yea, E.L. DISEASE - POLICY LIMIT $ SPECIAL PROVISIONS E A, " elow 'S' OTHER DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS The City of Santa Ana, its officers,employees, agents,volunteers and representatives are named 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. 30 day notice of cancellation except for 10 days for non-payment of premium City of Santa Ana, its officers, employees, agents volunteers & representatives 20 Civic Center Plaza Santa Ana, CA 92701 ACORD 25 (2001108) 1 of 2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL XbtDMFRRfI MAIL In DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.AXXZ*kV00MVXX)3o $=X AUTHORUEDD REPRESENTATIVE R ICAT O ACORn CORPORATION 1AAA k - THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or organization (Additional Insured): THE CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 A. SECTION II — WHO IS AN INSURED is amended and the following added: The person or organization (called "additional insured") shown in the Schedule Is also an insured but only: a. with respect to indirect liability caused by or resulting from your ongoing operations performed for that "additional insured(s)"; and b. when you and the person or organization shown in the Schedule have agreed in writing in a contract or agreement that such person or organization be added as an'additional Insured" on your policy. A person's or organizations status as an 'additional Insured" under this endorsement ends when their contract or agreement with you ends. B. SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions is amended and the following added: This insurance does not apply to: Additional Insured Contractual Liability "Bodily Injury" or "property damage" for which the "additional insured(s)" are obligated to pay damages by reason of the assumption of Ifability'in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage": (1) occurring after "your work", including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the "additional insured(s)" at the site of the covered operations has been completed; or (2) occurring after that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily Injury' or "property damage" directly arising out of or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. U156-0702 Page 1 of 1 ACORD- CERTIFICATE OF LIABILITY INSURANCE 06ATE /141070mrv1 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION John Burnham Iry 1210 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2415 Cam us Drive, Suite 200 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Irvine, CA 92612-8530 949 833-2462 A-2006 — 01 v INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: Colony Insurance Company 39993 Redlands Software, Inc. NSURERB: Travelers Insurance Company 87726 2656 Redlands Dr, INSURER C: Costa Mesa, CA 92627 INSURER D: INSURER E: L.rvja;a_TNaa THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUI REMENT, 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I"IR R NBR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMIDOm POLICY EXPIRATION DATE IMMIDDfM LIMITS A GENERALLIABILITY E0400197 05/12/07 05/12/08 EACH OCCURRENCE $1000000 1( C01IMERCIAL GENERAL LIABILITY DAMAPRE,GE TO RSEI IF,ENTED $501 000 CLAIMS MADE FXI OCCUR MED EXP (Any one person) $ PERSONAL BADVINJURY $1000000 X BI1PDDed:5,000 GENERAL AGGREGATE $1 00O 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG SIOOOQOO POLICY PROJECT LOC B AUTOMOBILE LIABILITY ANY AUTO 232HO483 04128/07 04/28/08 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE is rESSIUMBRELLA Is DEDUCTIBLE Is RETENTION $ WORKERS COMPENSATION AND `PIC STi.TU- I OTH- FR EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ OFFICERIMEMSER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE � POLICY LIMIT 8 OTHER DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS The City of Santa Ana,its officers,employees,agents,volunteers and representatives are named Addiitonal Insureds with regard to Libaility and defense of suits arising from the. - operations and uses performed by orlon behalf of the named insured. 30 day notice of I}' " cancellation except for 10 days for non-payment of premium. City of Santa Ana, its officers, employees, agents,volunteers, 20 Civic Center Plaza Santa Ana, CA 92701 LO ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION THEREOF, THE ISSUING INSURER WILL1E%ZK' X2LMAIL i0_ DAYS WRITTEN E TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, AQCXdQE4f4$4Pf6RR1:�#4c AUTHORIZZEEEDD REPRESENTATIVE AGUKU ZD (ZUUIIUa) 1 of 2 #390893 KJEAT 0 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. ;A,..... Hwrtu'a-o kauu uual 2 Ot Z #390893 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company Colony Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy tF E0400197 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as 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 primary 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 claim 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 insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective 05 / 12 / 07 this endorsement form as a part of Policy d EQ400197 Issued to THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization (Additional Insured): THE CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 A. SECTION 11 —WHO IS AN INSURED is amended and the following added: The person or organization (called "additional insured") shown in the Schedule is also an insured but only: a, with respect to indirect liability caused by or resulting from your ongoing operations performed for that "additional insured(s)'; and b. when you and the person or organization shown in the Schedule have agreed in writing in a contract or agreement that such person or organization be added as an "additional insured" on your policy. A person's or organization's status as an "additional insured" under this endorsement ends when their contract or agreement with you ends. B. SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions is amended and the following added: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage": (1) occurring after "your work", including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the "additional insured(s)" at the site of the covered operations has been completed; or (2) occurring after that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly arising out of or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. '_...:.,.i ri..i U156-0702 C� Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the fdbwing'. COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Nam. of P.raon ordryanlatlan (AdeltlonN Ie uMl: THE CRY OF SANTA ANN 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 A. SECTION II - WHO IS AN INSURED is amended and the following added: The person or organization (called 'additional Insure?) shown in the Schedule Is also an Insured but only. a. with respect to Indirect liability Caused by or resulting from your ongoing operations performed for Mat'addlgonal inaured(s)'; and b. when you era Me person or organization shown in fits Schedule have agreed in writing in a omtrad or agreement that such person or organization be added as an 'additional Insured" on your policy. A persona or aganizatlons status as an'additional insured' under this encasement ends when their Contract or agreement with you ands. B SECTION 1-COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Ezduslons is amended and the following added'. This insurance does not apply to: Additional Ioaured Contractual U bRtty 'Bodily injury or -prop" damage' for which the'addlilowl insured(s)' are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or 'property damage": f1) occurring after "your work-, Including nmtenals, pads or equipment furnished in Connection with such work, m the project (other Man Service, maintenance or rspalre) to be performed by or on behalf of the'addhional Msured(s)' at the alto of" covered operellons has bean Compared; or 42) occumng after that ponlm of'Wur work' out of which the Injury or damage arises has been put to its intended use by any persm or oganaalbn. Negligence of Additional Insured -Bodily injury' or "property damage" directly arising out of or Mantling from the negligence of the -addilumitt inure:( ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. UISB-0702 Page 1 of 1