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HomeMy WebLinkAboutMILLER MENDEL, INC. 1 - 2015INSURANCE ON FILE N-2015-153 WORK MAY PROCEED UNT L INSURANCE EXPIRES MILLER MENDEL, IN PGhe PR671CYg fR, r,�.� �� PROPRIETARY AND CONFIDENTIAL CLERKbF Of COUNCIL SEP 1 4 2015 MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT This Master Software License and Services Agreement (this "Agreement") is made and entered into on September 1, 2015 ("Effective Date") between Miller Mendel, Inc., a Washington corporation with an address at 1425 Broadway, 9430, Seattle, WA 98122 ("MMI"), and the City of Santa Ana on behalf of the Santa Ana Police Department, with an address at 20 Civic Center Plaza, Santa Ana, CA 92701 ("Client"). MMI and Client may each be referred to individually as a "Party" or collectively as the "Parties." BACKGROUND A. MMI is a technology company with a principal market in offering software -as -a -service solutions to governmental and private entities; B. Client desires to license and use MMI's software system ]mown as the "eSOPH" or "electronic Statement Of Personal History." The eSOPH system (defined below) is a web -based software system designed and developed to assist with pre-employment background investigations. The System allows Client to manage pre-employment background investigations of persons who apply for employment with Client. C. MMI is willing to allow Client and its Applicants to use the System in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties, each intending to be legally bound hereby, do promise and agree as follows: AGREEMENT 1. DEFINITIONS. Except for the terms defined below, all initially capitalized terms used in this Agreement will have the meanings described within the text of this Agreement. As used herein, the following terms have the following defined meanings: LL "Applicant" means a registered end-user that accesses the System at the request of a Client to input data for the purpose of Client's management of one or more pre-employment background investigations. 1.2. "Applicant Data" means any data transmitted by Applicant to the eSOPH System. 1.3. "Authorized User" means any user, excluding Applicant(s), who accesses the eSOPH System on behalf of Client and meets the criteria set forth in Section 2.2. 1.4. "Client" means the entity stated in the first paragraph at the top of this page, licensed to use the eSOPH System in accordance with the terms and conditions of this Agreement. 1.5. "Client Data" means all data and other information provided by or generated in connection with a Client's use of the eSOPH System, or otherwise exchanged between a Client and MMI or Applicant and MMI. 1.6. "Entry" has the meaning ascribed to it in Section 2.3.3. 1.7. "eSOPHSystem" means MMI's "electronic Statement Of Personal History" web -based software system designed and developed to assist with pre-employment background investigations, and all related Software. The eSOPH System allows MMI's clients to manage pre-employment background investigations of persons who apply for employment and volunteer positions with Client. 1.8. "Intellectual Property Rights" means all intellectual property rights throughout the world, whether existing under intellectual property, unfair competition or trade secret laws, or wider statute or at common law or equity, including but not limited to: (i) copyrights, trade secrets, trademarks, trade names, patents, inventions, designs, logos and trade dress, "moral rights," mask works, rights of personality, publicity or privacy, and any other intellectual property and proprietary rights; and (ii) any registration, application or right to apply for any of the rights referred to in this clause; and (iii) any and all renewals, extensions and restorations thereof, now or hereafter in force and effect. MASTER SOFTWARE LICENSSE & SERVICES AGREEMENT PAGE 1 OF 18 Version: August 27, 2015 —Santa Ana PD Only MILLER MENDEL, INC. PROPRIETARY AND CONFIDENTIAL 1.9. "License Period, Pricing and Other Client Specific Terms" ("LPPO") has the meaning ascribed to it in Section 3. 1, and as set forth in the attached Exhibit A. 1.10. "Primary Administrative User" means an Authorized User of Client's choosing who is authorized to grant initial eSOPH System login and password credentials to another Authorized User to access and use the System. 1.11. "Services" means, collectively, the provision of the eSOPH System in accordance with the SLA, related professional services, and any other services to be provided by MMI to Client pursuant to this Agreement. 1.12. "Service Level Agreement" ("SLA") means the service level obligations of MMI, and any requirements of Client, related to the access, use, operation, availability and maintenance of the eSOPH System, as set forth in the attached Exhibit B. 1.13. "Software" means the eSOPH System, related proprietary software owned by MMI, and any third -party software required to operate the eSOPH System, all in machine readable, object code form, together with all enhancements, modifications, corrections and amendments thereto. 2. eSOPH SYSTEM LICENSE 2.1. License Grant. MMI hereby grants to Client a revocable, limited license to access and use the eSOPH System for the Term in accordance with the terms and conditions of this Agreement. MMI will provide the eSOPH System to Client in accordance with the Service Level Agreement attached hereto as Exhibit B, as may be updated from time to time by MMI. 2.2.Authorized User Designation. Client shall designate a Primary Administrative User of the eSOPH System on the attached Exhibit A. The Primary Administrative User may grant access to additional Authorized Users. Client assumes and accepts all responsibility and all liability for each of Client's Authorized Users, and any user whom the Client, or Client's Authorized Users, grants eSOPH System access, including all their actions or omissions while accessing and using the eSOPH System. By definition, "Authorized User" does not include Applicant. 2.3. Set -Up and Use of the eSOPH System. 2.3.1. Upon MMPs receipt of Client's payment for all fees listed in Attachment A, MMI will work with Client to establish Client's account on the eSOPH System and provide in-person setup and training on Client's access and use of the eSOPH System. Client- specific set-up Services may be described on an applicable LPPO. 2.3.2. For each Applicant, an Authorized User (with appropriate Permission Levels set in the eSOPH System), must create an entry method into the System for the Applicant. One method is by entering the Applicant's legal name and other identifying information into the eSOPH System. This is considered an "Entry." An Authorized User, may then grant access to the eSOPH System to the Applicant, who may use it to submit information to assist Client in executing its background investigation of such Applicant. The second entry method is for an Authorized User, to create an access code within the System. The access code, if given out to Applicants, will allow those Applicants with the access code to access the system with no further data entry by any Authorized User. The Applicant(s) then has/have access to the System to submit information to assist Client in executing its background investigation of such Applicant(s). Each Applicant who accesses the system via the access code option will be considered an "Entry". Any Authorized Users may access and use the eSOPH System for the purpose of adding information, and accessing and reviewing information submitted by Applicant(s). Any Authorized User, including Applicants, must be at least 18 years of age and must be capable of entering into legally binding agreements or comply with the terms of Section 2.3.3.1 of this Agreement. 2.3.2.1. If Client desires to have Users under the age of 18 access and use the System, MMI may grant permission to the Client to allow such use, at MMPs sole discretion. Client will request permission in writing from MMI and MMI will approve or deny the request, in writing. The request must include the name MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 2 OF 18 Version: August 27, 2015 — Santa Ana PD Only MILLER MENDEL, [NC. PROPRIETARY AND CONFIDENTIAL of the minor, confirmation that the approved release agreement (attached hereto at Schedule 2.3.3.1) has been fully executed by the minor's parent or legal guardian. Client agrees it is solely responsible, and will retain all executed release agreements, and will provide MMI a fully legible copy of the requested release agreement(s), if so requested by MMI, within five calendar days of MMI's request. Client is solely responsible for researching and complying with all laws regarding a minor's access to the eSOPH System. 2.4. Restrictions on Use. 2.4.1. Client is strictly forbidden from entering at any time fictitious data (e.g., names, social security numbers, addresses, phone numbers or other data) into the eSOPH System for "testing," "training," or any other purpose. Client agrees to take the necessary steps to ensure any Authorized Users (except Applicants) do not enter fictitious data into the eSOPH system. MMI reserves the right to invoice Client at MMI's hourly rate stated in Exhibit "A", for the removal of any fictitious data entered by any Authorized User. MMI will provide to Client a "fake" applicant name and the other information necessary to conduct training and testing with its Authorized Users, at Client's request. MMI will remove the "fake" applicant from the System, after requested by Client, at completion of Client's testing or training. 2.4.2. Client may use the eSOPH System only to aid in pre-employment background investigations for those Applicants who have applied for employment or a volunteer position within the Client's specific government agency (e.g., state government, township, county, city, and village). Client may not use the eSOPH System on behalf of other government agencies or entities. MMI reserves the right to invoice Client all fees equivalent to fees as if the other entity were a direct Client of MMI, plus up to a 25% penalty fee for violation of this term, and Client agrees to pay all penalty fees in accordance with Section 3 of this MSLA. 2.5. Acknowledgment of Limited License Rights. 2.5.1. Client shall have only the rights specifically granted by MMI under this Agreement. No additional rights are granted or may be inferred. Client acknowledges and agrees that it does not have any right to: (i) make any modifications to any portion of the eSOPH System to which it is not intended to have access, via the user interface; (ii) attempt to reverse engineer, disassemble, reverse translate, decompile, decode or copy any portion of the eSOPH System; (iii) remove any patent, trademark, service mark or copyright notices which MMI places on the eSOPH System; or (iv) take any other actions inconsistent with the limited rights granted by this Agreement. 2.5.2. Client shall immediately notify MMI of any activity to which it becomes aware which may constitute infringement or attempted infringement of MMI's rights in and to the eSOPH System, including violations of intellectual property law(s). Client shall provide MMI with all reasonable assistance necessary or desirable for MMI to protect any of its rights, including without limitation its Intellectual Property Rights, in connection with the eSOPH System and agrees, upon written request from MMI, to furnish any and all records and information regarding the party suspected of infringement that it may lawfully release. 2.6. System Updates. The eSOPH System may be updated on an as -needed basis by MMI or MMT contracted service providers. Client may need to update its Internet browsers, connections, Internet service, and some hardware from time to time to permit ongoing compatibility with the eSOPH System. MMI will make every effort to assure uptime in accordance with the Service Level Agreement (SLA) attached hereto as Exhibit B; however, this is not guaranteed and system, software and equipment updates, including third party applications and systems may cause the eSOPH System and Service to be unavailable. To the extent possible, MMI planned software and equipment updates will be scheduled during hours least likely to affect service to Clients, generally late evening, or early morning hours, as set forth in the attached Exhibit B. 2.7. Customizations. Client may request in writing that MMI create or make available to Client additional features and customizations to the eSOPH System ("Customization(s)"). At MMI's sole discretion, MMI may choose to accept such Customization request or deny the request. For requests approved by MMI, MMI will charge Client an industry standard hourly fee for development of such Customizations. Final approval for all billable work must be in the form of a separate agreement and executed by Client's signing authority. All MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 3 OF 18 Version: August 27, 2015 —Santa Ana PD Only INC. PROPRIETARY AND CONFIDENTIAL invoices will be paid in accordance with Section 3 of this Agreement. The Parties agree MMI will retain all ownership and Intellectual Property Rights to any Customizations MMI develops or implements. All Customizations shall be considered part of the eSOPH System and subject and to the terms and conditions of this Agreement. The description, pricing and any milestones regarding approved Customizations will be set forth in the separate agreement. 3. FEES AND PAYMENT. 3.1.License Fees. Client will pay to MMI the set-up fee and periodic license fees for each designated License Period set forth in a "License Period, Pricing and Other Client Specific Terms" (referred to sometimes herein as an "LPPO"), a form of which is attached to this Agreement at Exhibit A. A new or amended LPPO form shall be executed by the Parties for each designated License Period during the Term. All payments made to MMI by Client will be in USD. 3.2. Invoices. Unless otherwise noted in this Agreement or Exhibit A. MMI may issue a single, summary monthly invoice for any amounts owing to MMI by Client colder the terms of this Agreement. All taxes, pre - approved expenses and other charges, if applicable, will be listed on the invoice as a separate item. All invoices will be in USD. The Parties agree that the terms and conditions of this Agreement will supersede any conflicting or additional terms set forth in any invoice. Client will pay all undisputed invoices within thirty (30) days of the date of receipt thereof. MMI may invoice in other durations at MMI's discretion, but not more often than once every thirty days. 3.3. Disputes. Client will notify MMI of any disputed charges, in writing, within 30 days from the date of invoice. Any dispute must be reasonable given the terms of this Agreement. The written dispute will include the reason for the dispute and cite all term(s) of the Agreement that validates Client's cause for dispute. MMI and Client will attempt in good faith to resolve any dispute. If the Parties agree Client will pay any disputed amounts, MMI will re -invoice that amount and Client will pay all such amounts to MMI upon receipt of the invoice. 3.4. Interest on past due amounts. MMI may charge interest on any overdue invoices in the amount of 18% per annum or the maximum amount permitted by applicable law, whichever is less. Client shall also pay or arrange exemption from any taxes, charges, or other fees imposed on its use of the eSOPH System (other than taxes on MMPs income), including any applicable sales and/or use tax. If Client is a government agency and represents it is exempt from state or local sales or use tax, and it's later determined Client is not exempt from such tax, Client is be responsible for paying or reimbursing MMI for all outstanding sales or use tax, including any penalties and interest. 3.5. Failure to Pay. If Client fails to pay any sums when due, MMI may, in its sole discretion: (a) cease to perform any and all of its obligations under this Agreement; (b) if applicable, terminate any and all of Client's access to the eSOPH System, including access of its Authorized Users and Applicants, in whole or in part; and/or (c) exercise other remedies available to MMI. 4. TERM AND TERMINATION 4.1. Term. The term of this Agreement will become effective as of the Effective Date set forth above and will continue to be in effect for the License Period defined in Exhibit A. 4.2. Termination. 4.2.1. Either Party may terminate this Agreement for any reason upon thirty (30) days prior written notice to the other Party. Upon termination, MMI will not issue any refunds to Client for payments made pursuant to Section 3 of this Agreement, unless the reason for termination is an independent, sole act of MMI and also without cause. When the termination is an independent, sole act of MMI and without cause, MMI will issue Client a refund for up to US$8,000.00 of unused Entries, minus any outstanding charges owed by Client. MMI does not issue refunds in greater amounts, or for other circumstances, due to the upfront expenses MMI sustains from continuous maintenance of the System, to include System updates at no additional charge. MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 4 OF 18 Version: August 27, 2015—Santa Ana PD Only INC. PROPRIETARY AND CONFIDENTIAL 4.2.2. MMI may terminate this Agreement immediately with cause upon any breach by Client of Section 2.4 (Restrictions on Use), or Section 2.5 (Acknowledgement of Limited Rights); or if Client or any of its Authorized Users violates MMI's Intellectual Property Rights. 4.2.3. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party in the event the other Party: (a) becomes insolvent; (b) makes an assignment for the benefit of creditors; (c) files a voluntary bankruptcy petition; (d) acquiesces to any involuntary bankruptcy petition; (e) is adjudicated bankrupt; (f) ceases to do business; (g) or other reason amounting to any violation of law connected to the use of the eSOPH System. 4.2.4. Without limiting the Parties respective rights in Sections 4.2.2 and 4.2.3 above, either Party may terminate this Agreement with cause in the event that the other Party breaches this Agreement, if the breaching Party does not cure such breach within thirty (30) days after receiving written notice from the non - breaching Party. If either Party gives notice to the other for substantially the same breach three (3) times during a twelve (12) month period, the non -breaching Party may terminate this Agreement immediately with cause upon receipt of the third notice by the breaching Party. 4.2.5. A Party's termination of this Agreement under this Section 4.2 does not limit either Party from seeking other appropriate legal remedy for any breach. 4.3. Effect of Termination. In the event of termination hereunder, MMI will not issue any refunds to Client for payments made pursuant to Section 3 of this Agreement, and Client is responsible for paying in full all undisputed invoices upon termination. Client ,may continue to access the information for previously entered Applicants in the eSOPH System for a period of thirty (30) calendar days. MMI reserves the right to charge for data storage fees for storage of Client's Data, from any of the current and previous license terms, provided Client requests MMI retain the data on the eSOPH System. The amount billed for data storage shall be consistent with the amount(s) listed in Exhibit A. If no amounts are listed, then data storage will be billed to Client at the rate MMI charges its other clients at the time of termination. if Client does not pay any such data storage fee(s) within Thirty (30) days of each due date set by MMI, MMI may, at MMI's sole discretion, permanently delete Client's Data, revoke Client's access to the eSOPH System, or both. 4.4. Upon termination or expiration of this Agreement, Sections 1, 2.5, 3.3, 4.2 —4.4, 5, 7, 8, 11 and 12 will survive. 5. DATA ACCESS, CONFIDENTIALITY AND SECURITY 51. Client is responsible for all use of its Authorized Users accounts on the eSOPH System. Client shall ensure that its Authorized User(s) properly control and limit access to the eSOPH System to Client's appropriate Authorized Users, and that Client's Authorized Users properly protect their logins, passwords and all other login credentials to prevent unauthorized access and misuse of Client Data, Applicant data and any other information that may be accessed through the eSOPH System. Client is responsible for its own policy regarding Authorized Users changing their passwords, mininum password complexity requirements beyond what is required by the eSOPH System, and which computer terminals may be used to access the eSOPH System by its Authorized Users, including any unattended devices or computers logged into the eSOPH System. Client shall ensure any previous Authorized User who no longer has a valid purpose to access the eSOPH System will have their eSOPH System login credentials disabled within the eSOPH System, without delay. Former Authorized Users who separate from their relationship with Client shall have their login credentials immediately disabled, without delay, by Client. Client accepts all risk and responsibility for its, and its Authorized Users', use of any pre -loaded content on the eSOPH System. 5.2. Client acknowledges MMI offers optional two -factor authentication. This service is available to those Clients who desire a two -factor frontend login process. Two -factor authentication is available for an additional one-time setup fee and may be added at any time by contacting MMI. MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 5 OF 18 Version: August 27, 2015 — Santa Ana PD Only MILLER MENDEL, INC. PROPRIETARY AND CONFIDENTIAL 5.3. MMI maintains no control or access to the information and materials submitted by Applicants or used by the Client on the eSOPH System. The scope, content, format and other details of such information and materials are within the exclusive control of Client, and its Authorized Users. Any pre -loaded content on the eSOPH System may be used only when Client accepts all risk and responsibility for use of such content. If Client wishes not to accept all risk and responsibility in using such pre -loaded content, Client should delete such content from the System, and construct their own content for use in the System. 5.4. The eSOPH System allows Client to externally share Applicant data and other information about Applicants from the eSOPH System. If Client or its Authorized User(s) share Applicant Data or other information about an Applicant from, or connected to the eSOPH System, Client must: (i) possess valid, signed authorization from each Applicant whose Applicant Data or information is to be shared, legally adequate to authorize Client to share such Applicant Data or information, (ii) refrain from violating any law, policy, term or rule by sharing, transmitting or otherwise disclosing such Applicant Data or information, and (iii) keep the Applicant Data and information secure and private in accordance with any and all applicable privacy laws, and other legal requirement(s) and obligation(s). S.S. Client acknowledges and understands a valuable part of the eSOPH System is the ability for Client to see if an Applicant has been entered into the eSOPH System by other MMI client(s). If Client enters an Applicant into the eSOPH System and includes the Applicant's SSN, the eSOPH System will disclose if any other MMI client has previously entered the same Applicant into the eSOPH System. Basic Applicant Data information produced to other MMI clients is limited to: Agency/entity name, position applied for, entered date, and closed date. The eSOPH System will also display the point of contact for any other agency(s) who have previously entered the Applicant into the eSOPH System. If Client purges their backgrounds from the eSOPH System, the basic information listed in this section will remain on the eSOPH System. Further information regarding another agency's entry of an Applicant, must be gained through that agency's permission and their own internal process. 5.6. In the event MMI learns of a data security breach, MMI will make every effort to notify Client within 24 -hours of learning of the breach. Notification will be made to the Client's Primary Administrative User or representative listed in Exhibit A to this Agreement, via telephone, and also email. Notifications will only be made when an actual breach has occurred; if the data is encrypted, by industry standards, no breach is considered to have occurred and no notification will be made. At the request of Client, and only with Client's cooperation and assistance, MMI will work together with law enforcement and other personnel in connection with the unauthorized access into the eSOPH System. MMI takes the privacy and security of data seriously, and works diligently to ensure all data is properly and adequately protected. Clients are encouraged to review MMI's eSOPH Security Overview, which is updated as needed by MMI. 5.7. Client owns all Client Data entered into the eSOPH System by its Authorized Users and its Applicants, including Applicant Data entered in response to the Client's request for information to process an Applicant's background investigation. 5.8. Without limiting Client's rights to Client Data and Applicant Data under Section 5.8, MMI may retain and store the following data: Applicant name, Applicant telephone number, Applicant mailing address, Applicant email address, Applicant SSN, Applicant date of birth, date the Applicant was entered into the eSOPH System, Applicant's background investigation close date, position Applicant has applied for with Client, and the legal agreements (e.g., MMI's Terns of Use and Privacy Policy) related to any Authorized User's or Applicant's use of the eSOPH System. MMI must retain information to be able to contact and update Authorized Users and Applicants in accordance with the law regarding changes in Terms of Use and the Privacy Policy. 5.9. In performance of this Agreement, the Parties may directly or indirectly disclose to each other confidential information, proprietary information, or confidential data ("Confidential Information"). "Confidential Information" shall include any data and/or information that is identified by either Party as confidential (either orally or in writing) or is of such a nature that a reasonable person would understand such MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 6 OF 18 Version: August 27, 2015 —Santa Ana PD Only MILLER MENDEL, INC. PROPRIETARY AND CONFIDENTIAL information to be confidential, including, but not limited to, personal information of employees, Applicants, and other Authorized Users, including but not limited to, images, names, addresses, Social Security numbers, e- mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records, educational records or other information identifiable to a specific individual that relates to any of these types of information ("Personally Identifiable Information" or "PIP'). 5.10. Confidential Information shall not include information the receiving Party can prove through evidence is: (1) publicly known through no fault or negligence of the receiving Party; (2) rightfully possessed by the receiving Party prior to disclosure by the disclosing Party; (3) rightfully obtained by the receiving Party from a third -party in lawful possession of such Confidential Information without obligation of confidentiality; (4) independently developed by the receiving Party without reference to or use of Confidential Information; (5) required to be disclosed by public disclosure law; or (6) necessary to disclose to prevent severe physical injury to or loss of life of an individual. 5.11. MMI acknowledges that Client, as a public entity, is at all times subject to the California Public Records Act, as now existing or as amended. If Client receives a public records request for all or any portion of this Agreement, including any documents or materials provided to Client under this Agreement, generally such information will be a public record and must be disclosed to the public records requester. 5.12. During the Term of this Agreement, MMI will store and maintain Client Data and Applicant Data for use and access by Client and its Authorized Users under the terms of this Agreement and the SLA. MMI will ensure industry standard data encryption methods are in place for storage of Client Data and Applicant data. The encryption shall meet HIPAA, and PCI standards, as well as those other standards stated in MMI's eSOPH Security Overview documentation. 5.13. If Client will request or have access to credit card information, Client represents that it is presently in compliance with, and will remain in compliance with, an approved version of the Payment Card Industry Data Security Standard, developed and published jointly by American Express, Discover Financial Services, JCB, MasterCard Worldwide and Visa International ("Card Issuers") or the PCI Security Standards Council (the "Council"), as applicable, for protecting individual numbers used to identify credit and debit card accounts and other personally identifiable information relating to the use of such credit and debit card accounts ("Cardholder Information"), as the same may be amended, updated, replaced or augmented by the Card Issuers and the Council (the "PCI Standard"). Client acknowledges that it may, in connection with performing its duties in accordance with this Agreement, have access to, or be provided, Cardholder Information. Client may not commit any act or omission that causes MMI to violate the PCI Standard or to be fined, sanctioned or penalized by Card Issuers, the Council or any third party for the failure to properly protect, secure, maintain, use and store Cardholder Information. Client further acknowledges and agrees that, as between Supplier and MMI, all Cardholder Information is, and will remain, owned by MMI. Client further acknowledges and agrees that Client is responsible for the security of Cardholder Information that it possesses or controls. 6. WARRANTIES. 6.1. Client represents and warrants that: 6.1.1. Client has full right, power and authority to enter into and perform its obligations according to the terms of this Agreement; 6.1.2. The Client Data does not and will not infringe or misappropriate any copyright, patent, trade secret, trademark, or other proprietary right held by any third -party and is free of any lien, claim, security interest or encumbrance; and 6.1.3. Neither Client nor any of its employees has received, offered or provided, nor will it receive, offer or provide, directly or indirectly, any gift, gratuity, favor, entertainment, loan or other thing of monetary value to any employee or agent of MMI as an inducement to do business with MMI. Client further warrants its Authorized Users have not, and will not engage in any collusion with any other potential supplier to secure this MASTER SOFTWARE ,LICENSE & SERVICES AGREEMENT PAGE 7 or 18 Version: August 27, 2015 — Santa Ana PD Only INC. Agreement, 6.2. MMI represents and warrants that: PROPRIETARY AND CONFIDENTIAL 6.2.1. MMI has full right, power and authority to enter into and perform its obligations according to the terms of this Agreement; 6.2.2. To MMI's knowledge, the Software complies with all applicable national, state, and local laws and regulations and, to MMI's knowledge, does not contain any material that infringes, violates, or misappropriates the Intellectual Property Rights of any third party, and (ii) to the extent the Software contains any materials subject to third party rights, MMI has obtained any and all necessary clearances, releases, approvals or consents from third parties and make any and all required payments to third parties (including without limitation to unions or guilds) so that Client and its Authorized Users can exercise the rights and licenses authorized under this Agreement. 6.2.3. For the Term of this Agreement, the eSOPH System will operate in conformance with any represented specifications and in accordance with this Agreement, including the Service Level Agreement (SLA) attached hereto at Exhibit B. MMI's sole obligation to Client under this warranty is to correct the eSOPH System so it will perform within any represented specifications or refund the related license fee, whole or in part. This warranty is void if any unauthorized modifications are made to the eSOPH System or if the eSOPH System is not used in compliance with the terms of this Agreement; 6.2.4. ,Except for the limited warranty provided in this Agreement, the eSOPH System and any other MMI products and services are provided "As Is" and MMI disclaims all warranties, express or implied, that may arise either by the Parties' agreements or by operation of law, including without limitation any warranty of merchantability or fitness for a particular purpose. MMI does not warrant the operation of the eSOPH System shall be error or "bug" free or that the eSOPH System will meet the requirements or expectations of Client, its Authorized Users or Applicants. 6.3. Any breach or failure with respect to the representations and warranties contained in this Agreement will constitute a material breach of this Agreement. 7. LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF CONFIDENTIALITY, SECURITY, OR WARRANTY OR THE NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY OTHER PERSON IN ANY WAY RELATED TO THE AGREEMENT, THE PERFORMANCE OF ANY WORK PURSUANT TO THIS AGREEMENT, OR USE OF ANY SYSTEM, WHETHER 1N AN ACTION IN CONTRACT, BREACH OF WARRANTY OR TORT, EVEN IF TIS OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF, OR COULD HAVE REASONABLY FORESEEN, THE POSSIBILITY OF SUCH DAMAGES. 8. Each party is fully responsible for errors, omissions and the negligent acts of its employees, contractors and others acting on its behalf. 9. CORRECTIVE ACTIONS. if all or any part of the Software is held, or MMT determines that it could be held, to infringe, wrongfully use or misappropriate any third -party intellectual property right, MMI at no cost to Client: (a) will procure for Client the right to continue using the eSOPH System in accordance with its rights under this Agreement; (b) replace the item with a substantially equivalent item that does not infringe, wrongfully use or misappropriate any third -party intellectual property rights; or (c) modify the item (without material loss of functionality) so that it no longer infringes, wrongfully uses or misappropriates any third -party intellectual property right. if MMI is unable to successfully accomplish any of the actions described above after using its commercially reasonable best efforts to accomplish each of them in a timely manner, then MMI will refund to Client a pro -rated amount of the license fees paid by Client hereunder in connection with the unused MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 8 ON 18 Version: August 27, 2015 — Santa Ana PD Only MILLER MENDEL, INC. portion of its licensed rights to the eSOPH System under this Agreement. PROPRIETARY AND CONFIDENTIAL 10. INSURANCE. 10.1. Throughout the Tenn MMI, at its sole expense, will carry and maintain: (a) Commercial General Liability Insurance in the amount not less than $1,000,000 combined single limit per occurrence, $2,000,000 aggregate; (b) Stop Gap/Employer's Liability Insurance in the amount not less than $ 1,000,000 per incident; (c) Professional Liability Insurance in the amount not less than $1,000,000 per claim and in the aggregate; and (d) "Cyber" Insurance in the amount not less than $1,000,000 combined single limit occurrence, $2,000,000 aggregate. MMI will have Client added to the MMI Insurance policy and issue a certificate to Client at Client's request. If Client has requested to be added to the policy, MMI will provide to Client a new certificate, each year, if requested by Client. 10.2. Client represents it is self-insured or has appropriate insurance to fulfill and maintain its obligations and duties under this Agreement. 11. NOTICES. All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed to MMI or Client at the address in the preamble of this Agreement or as otherwise specified in Exhibit A. 12. GENERAL TERMS AND CONDITIONS. 12.1. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which such consent may not be unreasonably withheld. Subject to this Section, this Agreement will inure to the benefit of and be binding upon the heirs, successors, subcontractors, and assigns of the respective parties. 12.2. Compliance With Laws. Each Party will, at its expense, obtain all permits and licenses, pay all fees, and comply with all federal, state and local laws, ordinances, rules, regulations, codes and orders applicable to its performance under this Agreement, or to Client or MMI, respectively, as an employer. 12.3. Construction. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, then that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. 12.4. Governing Law. This Agreement will be governed by, and construed in accordance with the laws of the state Client is located in, as applied to contracts performed therein but without reference to its choice of law rules, or the federal laws as applied to contracts performed with the United States government. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. 12.5. Headings. The headings and sections in this Agreement and any exhibit, are for convenience and will not be construed to define or limit any of the terms or affect the meaning or interpretation of this Agreement and any exhibit. 12.6. Independent Contractor. MMI and Client are independent contractors under this Agreement, and nothing in this Agreement may be construed to create a partnership, joint venture, franchise or agency or fiduciary relationship between them. Neither Party has any authority to enter into agreements or make any representations of any kind on behalf of the other Party. 12.7. Nonexclusive Agreement. It is expressly understood and agreed that this Agreement does not grant to Client any exclusive privileges or rights, and MMI may contract with other clients and customers. 12.8. Counterparts. This Agreement may be executed in one or more counterparts, each of which will MASTER SOFTWARE LICENSE; & SERVICES AGREEMENT PAGE 9 OF 18 Version: August 27, 2015 — Santa Ana PD Only MILLER MENDEL, INC. PROPRIETARY AND CONFIDENTIAL be deemed an original, but all of which together will constitute one and the same instrument. The parties agree that any facsimile copy, including those exchanged electronically as a .pdf, of a signed counterpart of this Agreement will be treated the same as a signed original of this Agreement. 12.9. Entire Agreement. This Agreement together with any exhibits attached hereto contains the entire understanding of the Parties with respect to the transactions and matters contemplated herein, supersedes all prior and contemporaneous agreements or negotiations between Client and MMI concerning the subject matter hereof, and cannot be amended except by a writing dated subsequent to this Agreement and signed by both Parties. To the extent the terms and conditions of this Agreement conflict with the terms and conditions of an exhibit, the terms and conditions of this Agreement will control. No course of dealing or usage of trade may be invoked to modify the terms and conditions of this Agreement. 12.10. Copies Shall Be Considered Originals. Any complete, legible signed copy of this Agreement shall be considered an original. 12.11. Electronic Signatures. Electronic signatures, when legible, will be considered valid in the execution of this Agreement and any attachment hereto. If Client does not accept Electronic Signatures, Client shall notify MMI in email or in other written form before execution of this Agreement, and all signatures will be handwritten. 12.12. Signing Authority. Client represents and warrants the person executing this Agreement is a duly authorized officer or representative of the Client, and has full authority to execute this Agreement, including any amendment thereto, for and on behalf of Client. Client understands that it is fully responsible to ensure the authority of its signatory under this Section, and is responsible for any actual or consequential damages incurred by MMI in the event of a breach of this Section by Client. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective duly authorized representatives. Miller Mendel, Inc. By: �--- Name: Tyler Miller Title: CEO Date: August 27, 2015 Clerk of the Council (Attest) By: Name: Title: Date: City of S. 1 a By: r Name: CeIR(OS PC1.J4�, Title: P jCE7 Date: 9 /,-)//1-- City Attorney's Office (approved as to form) By 4co� Pt Name: �_a tA✓A k • SSI nI Title: C;/Y. �SIS> Gt✓l� � ►ti�rvVYlP� Date: MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PACE 10 OF IS Version: August 27, 2015 —Santa Ana PD Only IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA DAVID CAVAZOS City Manager lTM7: Pu1ARIA D�HUMAR Ar CLERK OF THE COUNCIL MILLER MENDEL, INC. For Miller Mendel, ,Inc., copy of Notice(s) to: Rylander & Associates 406 W. 121". Street Vancouver, WA 98660 MASTER SOFTWARE LICENSE & SERVICES AGREEMENT Version: August 27, 2015 — Santa Ana PD Only PROPRIETARY AND CONFIDENTIAL For Client, copy of Notice(s) to: City Attorney's Office City of Santa Ana 20 Civic Center Plaza Santa Ana, Ca 92701 PAGE 11 OF 18 MILLER MENDEL, INC. PROPRIETARY AND CONFIDENTIAL EXHIBIT A TO MILLER MENDEL, INC. (MMI) MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT "AGREEMENT" LICENSE PERIOD, PRICING AND OTHER (LPPO) CLIENT SPECIFIC TERMS Unless otherwise defined herein, all capitalized terms in this Exhibit A shall have the same meaning given to them in the Agreement. 1) CLIENT NAME AND PRIMARY ADMINISTRATIVE USER. Name: Santa Ana Police Department Address: 60 Civic Center Plaza, Santa Ana, CA 92701 Email: PSemelsberger@santa-ana.org 2) ADD ON SERVICES. Admin: Commander Pete Semelsberger Phone: (714)245-8051 2.1 Two Factor Authentication. If Client has requested the two -factor authentication service for its Authorized User accounts on the System, Client will be billed additionally for the service. Client acknowledges and agrees it will be charged a onetime setup/activation fee of $500.00. Applicants will have the option to enable Two Factor Authentication on their account upon their login, regardless and at no charge to the Client. The setup fee is charged only when a Client activates Two Factor Authentication for their Authorized users. Client requests Two Factor Authentication: No. 3) LICENSE PERIOD PRICE SET-UP & TRAINING ENTRY VOLUMEADDITIONAL TRAINING CORRECTIVE SERVICES APPROVED CUSTOMIZATIONS & INCLUDED DATA STORAGE License Period Begins Price for Entries Set -Up Fee Included Data Storage for Period Period 12 On day of setup $17,550.00 for 450 Entries $6,500.00 4.5 GB Months 3.1 Client Set-up. Upon receipt of full payment of the Set -Up Fee, MMI will begin the set-up process of Client on the eSOPH System in accordance with the terms of the Agreement. 3.1.1 If Client requests the setup date and time be changed from what was originally stated by Client, Client is responsible for reimbursing MMI for all costs MMI incurs in making the travel arrangement adjustments. Additionally, Client will also be responsible for paying a $200.00 travel arrangement change fee to MMI. MMI will provide records showing the costs MMI incurred, at Client's request. 3.2 Additional Training. After the initial training (up to two days/16 hours) has been completed, additional training requested by Client will be billed to Client at a rate of $200.00 USD per hour. It's agreed additional onsite training will be billed at a minimum of 8 hours, plus all costs. Requests must be received by MMI in writing from the User listed above in Section 1, his or her successor, or higher supervisor. MMI reserves the right to charge $200.00 USD per hour for all off-site/remote training, with a minimum of one (1) hour billed. 3.3 Corrective Services. MMI reserves the right to Invoice Client $200.00 USD per hour for any corrective services Client requests. Corrective Services are typically services needed by Client from MMI to correct a mistake made by Client's Authorized Users, which cannot be corrected by Client through the User Interface. Requests must MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 12 OF 18 Version: August 27, 2015 — Santa Ana PD Only MILLER MENDEL. INC. PROPRIETARY AND CONFIDENTIAL be received by MMI in writing from the User listed above in Section 1, his or her successor, or higher supervisor.. A one hour minimum will be charged for Corrective Services performed by MMI, which do not require travel. Corrective Services which requires MMI to travel will be billed at $200.00 USD per hour, with an eight (8) hour minimum charge, plus all costs and expenses. 3.4 Entries. (i) Once Client is set up on the eSOPH System, Client will pay for the Entries purchased for the License Period. Client may purchase additional Entries for this License Period a single time without incurring an administrative fee, however Entries added thereafter during the twelve (12) month License Period will automatically incur an additional twenty percent (20%) administrative fee. (ii) Client may carry over the unused Entries from the previous License Period to the following License Period, only when eligible. To be eligible, MMI must receive a valid signed Exhibit "A", and receive full payment of any outstanding balances and the full amount due for the Entries in the upcoming term, on or before the last day of Client's current License Period. Otherwise all Entries in the current License Period will expire at the end of the last day of Client's current License Period. 3.5 Data Storage Overage (i) Data storage space used over the amount specified in "Included Data Storage" during the above listed License Period will be charged at the following rate: No more than $15.00 per 1 Gigabyte (GB), per month. Data storage is calculated solely by the space used by Client on the main database, only; space used for backups is not charged in addition to. Billing intervals for Data Storage will be done at the discretion of MMI, but not more often than every three (3) months. (ii) Storage of any Client Data, Applicant Data, or other Client information beyond this License Period will be billed to Client at no more than $15.00 per 1 Gigabyte (GB), per month. For clarification, the "Included Data Storage" listed in the table above, is included for no additional charge, but only for the duration of this single License Period. Data storage is calculated solely by the space used by Client on the main database, only; space used for backups is not charged in addition to. 3.6 The price per Entry has been determined by MMI for Client based on information Client provided to MMI. If the provided information is later determined to be incorrect or has changed, MMI may adjust the price per Entry, for relevant Entries in the License Period to account for any price difference. MMI may then invoice Client for the difference, and Client agrees to pay such invoice. 3.7 The prices set forth in this LPPO are for this License Period only. MMI reserves the right to change its pricing for, without limitation, Entries and Data Storage in subsequent LPPOs Client will pay all invoices hereunder in accordance with Section 3 of the Agreement. Agreed to and signed by the Parties: Miller Mendel, Inc. By: Name: Tvler Miller Title: CEO Date: August 27, 2015 MASTER SOFTWARE LICENSE & SERVICES AGREEMENT Version: August 27, 2015 — Santa Ana PD Only City of Santa Ana By: Owe W J P Cd -43_ Name: Title: Date: PAGE 13 OF 18 MILLER MENDEL, INC. Cleric of the Council (Attest) By: _ Name: Title: Date: PROPRIETARY AND CONFIDENTIAL City Attorney's Office (approved as to form) Name: J atwa A - / s`J1 �iIl�, i Title: cj S , YCcjt�+ Date: G�k k . -,(,- MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 44 OE 18 Version: August 27, 2015 -.Santa Ana PD Only IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA T Z, DAVID CAVAZOS City Manager ATTEST: M RIA . HUIZA /rU CLERK OF THE COUNCIL MILLER MENDEL, INC. PROPRIETARY AND CONFIDENTIAL EXHIBIT B TO MILLER MENDEL, INC. (MMI) MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT ("AGREEMENT") SERVICE LEVEL AGREEMENT 1. Goals & Objectives. The purpose of this Service Level Agreement ("SLA") is to ensure that the proper elements and commitments are in place to provide consistent IT service support and delivery to the Client by MMI regarding Client's access and use of the eSOPH System. The goal of this SLA is to obtain mutual agreement for service provision between the Client and MMI. The objectives of this SLA are to: • Provide clear reference to service ownership, accountability, roles and/or responsibilities; • Present a clear, concise and measurable description of service provision to Client; and • Match perceptions of expected service provision with actual service support & delivery. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. 2. Service Agreement. The following detailed service parameters are the responsibility of MMI and Client in the ongoing support of this SLA. 2.1 Service Scope. • Telephone support • Email support • Remote assistance, when and where available • Planned or Emergency Onsite assistance • Scheduled System maintenance periods • eSOPH System monitoring • Notifications • Response times 2.2 Client's responsibilities and requirements in support of this SLA include: • Payment for all support costs at any agreed rate and interval in accordance with an effective "License Period, Pricing, and Other Client Specific Terms" form (Exhibit A); • Reasonable availability of Client representative(s) when resolving a service related incident or request; and • Using compatible hardware and software, and updating hardware, software and related settings as needed to ensure ongoing compatibility. • Agency Admin Users are to act as the first line of support to troubleshoot any eSOPH issues from Applicants and Authorized Users. Only when the Agency Admin Users cannot resolve the reported issue will the Applicant or Authorized User be referred to MMI for assistance. 2.3 MMI's responsibilities and requirements in support of this SLA include: • Meeting response times associated with service related incidents; • Appropriate notifications to Client for any unplanned service outage; and Applying such service credits as are due pursuant to this Service Level Agreement under Section 3.4. MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 15 OF 18 Version: August 27, 2015 —Santa Ana PD Only MILLER MENDEL, INC. PROPRIETARY AND CONFIDENTIAL • Provide support in accordance with this SLA to the Agency Admin Users. MMI will be obligated to provide support to Applicants and Authorized Users only when the Agency Admin Users have reasonably attempted to resolve the reported issue(s) and was unsuccessful at doing so. 2.4 Service Assumptions. Asswnptions related to in -scope services and/or components include: • Changes to services will be communicated to Client via electronic communication (email or web feature). 3. Service Management. Effective support of in -scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in -scope services (set forth in Section 2.1 of this SLA) and related components: 3.1 Scheduled Maintenance. The System maybe unavailable for planned maintenance from 2300 to 0300, daily, Pacific Standard Time. In rare cases, the planned maintenance may begin at 2200 and last until the following day at 0400. MMI will make every effort to keep the maintenance periods which affect service to a minimum. 3.2 Support Availability. Coverage parameters specific to the service covered in this SLA are as follows: (i) Telephone support: (1) MMI's normal telephone support hours are 9:OOAM through 5:OOPM, Monday through Friday, excluding holidays, Pacific Standard Time. (2) It will not be considered a breach of this SLA if telephone support goes unanswered, and MMI returns the call within 24 hours. (3) Telephone support also excludes any period where landline and/or cellular service is unavailable due to service outage of MMI's provider(s) of such service. (4) Client will be provided a mobile number for customer support for the hours outside of those listed above, if the main number provided to Client doesn't automatically forward to an afterhours number. MMI will make every effort to respond to customer service requests outside of the hours listed above, within a reasonable timeframe. (5) If no answer from MMI on first call, Client will leave a voicemail or email MMI so MMI can contact Client as soon as possible. (ii) Email support: (1) MMI's normal Email support hours are 9:OOAM through 5:OOPM, Monday through Friday, excluding holidays, Pacific Standard Time. (2) It will not be considered a breach of this SLA if email support goes unanswered, and MMI responds to the email within 24 hours. (3) Email support also excludes any period where email service is unavailable either due to email service outage by MMI's provider(s) of such service or service is unavailable due to travel or similar event. (4) Client will be provided an email address and after hours number for Client's assigned support representative for the hours outside of those listed above. An after hours phone number will be provided only when the main number provided to Client doesn't automatically forward. It will not be considered a breach of this SLA if Client service requests go unanswered outside the regular business hours listed above. 3.3 Outages. ,MMI is not responsible, and it will not be considered a breach of this SLA, if any part of the eSOPH System or Service becomes unavailable or functions incorrectly as a result of any aspect outside of the control of MMI, including, without limitation, problems (to the extent not caused by MMI) with MMI's service providers used to assist in the provision and delivery of the eSOPH System and related Service(s), natural disasters, denial of service attacks, acts of terrorism, labor strikes, or the like. MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 16 OF 1S Version: August 27, 2015 — Santa Ana PD Only INC. 3.4 Service Requests. PROPRIETARY AND CONFIDENTIAL (i) In support of Services described in this SLA, MMI will make every effort to respond to and resolve service related incidents and/or requests submitted by the Client during normal hours stated in Section 3.1, within the following time frames: • Within twenty-four (24) hours for issues client reasonably classifies as High priority. • Within three (3) days for issues reasonably classified by client as Medium priority. • Within seven (7) days for issues reasonably classified by client as Low priority. (ii) Client shall include the priority level in the subject line of any email sent to MMI reporting a service problem. (iii) Client shall ensure its Admin Users have a copy and have read this SLA to ensure requests are made in consideration of this SLA. (iv) Client aclmowledges reported problems may be as a result of their own hardware, software, settings, or Authorized Users and Applicants, in which MMI has no control over. (v) MMI reserves the right to reasonably reclassify the priority of an incident, when received from Client. MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE l7 OF 18 Version: August 27, 2015 — Santa Ana PD Only MILLER MENDEL, INC. Schedule 2.3.3.1 Approved Minor Release Agreement PROPRIETARY AND CONFIDENTIAL This release is provided as a general guide for Client to draft their own desired release. All final Minor Release Agreements must be approved prior to use, by MMI. , understand that in connection with the application process, that the Print your name (Agency Name) may request information from my past employers and/or references, and I also understand that such investigation may include a review of any criminal records. I certify that I have provided complete and truthful information to the (Agency Name) regarding all sources of information concerning my past employment, education, certification and criminal conviction record, as well as any other information requested in my employment application, and have been fully informed that any misrepresentations or material omissions concerning such information will be grounds for denying my application, withdrawing any offer of appointment or immediate discharge. In order to assist the (Agency Name) in obtaining documents and information to confirm my background, I hereby consent to the release of the information as described below. I request, authorize and consent to the release of information to the (Agency Name) regarding my previous and current employment, and authorize all employers or agents that they may designate, to respond forthrightly to verbal or written inquiries from the (Agency Name) regarding my employment record, including but not limited to: positions held, dates of employment, beginning and end pay rates; work performance; disciplinary records, reliability and any incidents of dishonesty; insubordination, violence and/or unsafe behavior; harmful or threatening behavior, including information based upon materials in my personnel files. Further, I direct you to release such information upon request of any duly accredited representative of the (Agency Name), regardless of any agreement, instructions or representations I may have made with your previously to the contrary. I further request, authorize and consent to the (Agency Name) investigation of whether I have a record of criminal convictions, and if so, the nature of such criminal convictions and all surrounding circumstances available through lawful means. The (Agency Name) has advised me that any criminal background check will focus on convictions, and that a conviction as such will not necessarily disqualify me from appointment. I also waive any and all rights and claims I may have against the (Agency Name), its employees, representatives or agents, Miller Mendel, Inc., former educational institutions, or any person listed as a reference, from any and all liability, claims, or damages that may directly or indirectly result from the use, disclosure or release of such information by any person or party, whether such information is favorable or unfavorable to me. It is with full understanding and consent that I agree that a photocopy of this authorization may be used only for the purposes stated above. Participant Signature: Parent(s)/Guardian(s) Signature: Parent(s)/Guardian(s) Signature: Date: Date: Date: If the Participant is under 18 years of age or legally incapacitated, both parent(s)/guardian(s) must sign. To be completed by Applicant in the presence of the Notary Public: (Notary requirements per each state go here) MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 18 OF 18 Version: August 27, 2015 — Santa Ana PD Only ,�� V CERTIFICATE OF LIABILITY INSURANCE TE (MMIDDIYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE Evil. bVC, No 800-665-7020 FAX No: (877) 826-9067 Techlnsurance soi 1301 Central Expy. South, Suite 115 • O • Tech I nsu Cance Allen, TX 75013 E-MAIL ADDRESS: PRODUCER CUSTOMER ID F: INSURERS AFFORDING COVERAGE NAIC A $ 1,000,000 INSURED INSURERA: Sentinel Insurance Company, Limited 11000 INSURER B: Beazley Insurance Company Inc. 37540 Miller Mendel, Inc. INSURER C: 1425 Broadway Ste 430 Seattle, WA 981223854 INSURER D PRODUCTS - COMPIOP AGO_ INSURER E: $ INSURER F: AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. /NSR LTR TYPE OF INSURANCE ODL AINSR SUER MVD POLICY NUMBER MMIDDIYYYV POLICY EXP LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 5( 1 OCCUR ✓ STOP GAP (see below for limits) Yes 46SBMUF4112 12/26/2014 12/26/2015 EACH OCCURRENCE $ 1,000,000 DAMA✓ ETORENTED PREMISES PREMISES RENT rrence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1000,000 GENERAL AGGREGATE $ 2000,000 GEML AGGREGATE LIMIT APPLIES PER: RO LOC ✓ POLICY PRO- JECT PRODUCTS - COMPIOP AGO_ $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS Yes 46SBMUF4112 12126/2014 12/26/2015 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ ✓ ✓ $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE DEDUCTIBLE RETENTION $ _$ _ $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/NER PROPRIETORIPARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under STOP GAP DESCRIPTION OF OPERATIONS be ow N/A 46SBMUF4112 (STOPGAP) 12/26/2014 12/26/2015 WCSTATU- OTH- LIM TSANY E. L. EACH ACCT DENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Professional Liability (Errors and Omissions) t V17707140101 12/26/2014 12/26/2015 $1,000,000 / $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) City of Santa Ana is named as Additional Insured as their interests may appear in regards to general liability and automobile liability. Re.v�( bVS/oBG� CERTIFICATE HOLDER CANCELLATION © 1988.2009 ACORD CORPORATION. All rights reserved. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE <� © 1988.2009 ACORD CORPORATION. All rights reserved. Form WM9 Request for Taxpayer Give Form to the (Rev. December 2014) Identification Number and Certification requester. Do not Departmem of theTresaury send to the IRS. internal Revenue Servicre 1 Name (as shown on your income tax return). Name Is required on this line; do not leave this line blank. MILLER MENDEL, INC. ni 2 Business name/disregarded entity name, If different from above m s Check appropriate box for federal tax classification; check only one of the following seven boxes: 4 Exemptions (codes apply only to individuals; ❑ Individual/sole proprietor or ❑ C Corporation ❑✓ S Corporation ❑ Partnership ❑ Trust/estate certain entities, not see instructions on page 3): y single -member LLC ❑ Limited liability company. Enter the tax classification (C=C corporation, 8=5 corporation, P=partnership) ► Exempt payee code (if any) d Note. For a single -member LLC that is disregarded, do not check LLC; check the appropriate box In the line above for Exemption from FATCA reporting the tax classification of the single -member owner. code (If any) y— V ❑ Other (see Instructions)► (APWi. mewwn , nmmetl dq me us.) 5 Address (number, street, and apt. or suite no.) Requester's name and address (optional) 1425 BROADWAY, #430 p 8 City, state, and ZIP code ui SEATTLE, WA 98122 7 List account number(s) here (optional) Wn Taxpayer Identification Number IN Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this Is generally your social security number (SSN). However, fora resident alien, sole proprietor, or disregarded entity, sea the Part I instructions on page 3. For other entities, it Is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3, or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for Under penalties of perjury, 1 certify that: The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued tome); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (If any) Indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out Item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than Interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on pace 3. Here I Signature oo► {f(�tAy. 7wwv"" Date I- June 18, 2015 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) Is at wwwJragov/fw9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number ISSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an Information return, Examples of information returns Include, but are not limited to, the following: • Form 1099 -INT (Interest earned or paid) • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-0 (stook or mutual fund miss and certain other transactions by brokers) • Farm 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form1098(home mortgage interest), 1098-E (student loan Interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (Including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What Is backup withholding? on page 2. By signing the filled -out form, you: 1. Certify that the TIN you are giving Is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee, if applicable, you are also certifying that as a U.S. person, your allocable shere of any partnership Income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected Income, and 4. Certify that FATCA code(s) entered on this form (if any) Indicating that you are exempt from the FATCA reporting, is correct. See What Is FATCA reporting? on page 2 for further information. Cat. No. 10231X Form W-9 (Rev. 12-2014) MillerMendel INGENUITY IN TECHNOLOGY Date: 31 Aug 2015 Tax ID: 27-1802751 1425 Broadway, #430 Seattle WA 98122 (206) 330-2094 1 tjm@MillerMendel.com Invoice Prepared For Santa Ana Police Department Invoice #: 13-0815 Attention: Accounts Payable Account #: SAPD92701 60 Civic Center Plaza SANTA ANA CA 92701 Reference: (Quote: Q2-0715) eSOPH background system for police department Description eSOPH Entry, Entry into the eSOPH System eSOPH Setup, Two days, up to 18 hours of training & setup. Terms Quantity Unit Price Tax Amount USD 450.00 39.00 Tax Exempt 17,550.00 1.00 6,500.00 Tax Exempt 6,500.00 Subtotal 24,050.00 Total No Tax 0% 0.00 TOTAL USD 24,050.00 1. To find the amount of data storage included for the term of present license period related to the above entries: times the number of entries by .01. Example, 500 entries = 5GB. 2. Services delivered/setup upon receipt of full payment. MMI's Master Services License Agreement (MSLA) and Service Level Agreement (SLA) must be executed. 3. Payment terms subject to those terms listed in the executed MSLA (Net 30), however Entries to eSOPH accounts are applied the day payment is received from Client. 4. Only Washington clients are subject to sales/use tax. Select Customer Insurance Center 3600 WISEMAN BLVD. SAN ANTONIO TX 78251 Policyholder, please callus at: (866) 467-8730 Agent, please call us at: (866) 467-8730 SERVICE.TX@'I'HEHARTFORD.COM INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE *** Enclosed is an endorsement for your business insurance policy. Please review it at your convenience. If you have questions or need to make further changes: Policyholder, please call us at: (366) 467-8730 Agent, please call us at: (bee) 467 -873 0 between 7 A, m. and 7 P.M. CENTRAL TIME The premium billing will be mailed to you separately. You can expect to receive it soon. Thank you for allowing us to service your business needs. BIN INSURANCE HOLDINGS LLC/PHS THE HARTFORD SELECT CUSTOMER INSURANCE CENTER The Hartford Hartford Fire Insurance Company and its Affiliates One Hartford Plaza, Hartford, Connecticut 06155 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. aS N ME61 .A Virtu This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 46 SBM UF4112 DX Named Insured and Mailing Address; MILLER MENDEL INC 1425 BROADWAY STE 430 ,SEATTLE WA 98122 Policy Change Effective Date: 09/02/15 Policy Change Number: 002 Agent Name: BIN INSURANCE HOLDINGS LLC/PHS Code: 505301 Effective hour is the same as stated in the Declarations Page of the Policy. POLICY CHANGES: SENTINEL INSURANCE] COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE RATES AND PREMIUMS ARE CHANGED. BUSINESS LIABILITY OPTIONAL COVERAGES ARE REVISED ADDITIONAL INSURED(S) ARE ADDED THE FOLLOWING ARE ADDITIONAL INSURED FOR BUSINESS LIABILITY COVERAGE IN TI -IIS POLICY. LOCATION 001. BUILDING 007. VENDOR: SEE FORM IN 12 00 PRO RATA FACTOR: 0.315 THIS ENDORSEMENT DOES NOT CHANCE THE POLICY EXCEPT AS SHOWN. Form SS 1211 0406 T Page 001 (CONTINUED ON NEXT PAGE) Process Date: 09/03/15 Policy Effective Date: 12/26/14 Policy Expiration Date: 12/26/1.5 POLICY CHANGE (Continued) Policy Number: 46 SBM UF4112 Policy Change Number: 002 FORM NUMBERS OF ENDORSEMENTS ADDED AT ENDORSEMENT ISSUE: 11-IL2001.185 ADDITIONAL INSURED - VENDOR Form SS 12 11 04 05 T Page 002 Process Date: 09/03/15 Policy Effective Dale: 12/26/14 Policy Expiration Date: 12/26/15 POLICY NUMBER: 45 SEM UF4112 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDOR CITY OF SANTA ANA 20 CIVIC CENTER PLACE SANTA ANA, CA 92701 Form IH 12 00 11 85 T SEQ. NO, 002 Process Date: 09/03/15 Printed in U.S.A. Page 001 Expiration Date: 12/25/15 667979 Miller Mendel, Inc. Certificate of Insurance (page 1 of 1) 12/31/2015 02:15:57 AM CERTIFICATE OF LIABILITY INSURANCE DA12//31/231/201155 T ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. Ot 4-k";'! „ ; irL T i 2 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER NAMECT Iiat 1tL -` 000 Techlnsurance •o• 1301 Central Expy. South, Suite 115 • 01 Tech Insurance Allen, TX 75013 jprcNNo E:o. 800-559-7020 FAX 826-9067 EMAIL ADDRESS: PRODUCER GENERAL LIABILITY CUSTOMER ID N: INSURERS AFFORDING COVERAGE NAICN INSURED INSURER A: Beazley Insurance Company Inc. 37540 INSURER B: Sentinel Insurance Company, Limited 11000 Miller Mendel, Inc. INSURER C 1425 Broadway Ste 430 Seattle, WA 98122 INSURER D INSURER E, INSURER F: MED EXP (Any one person) $ 10,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. /NSR R TYPE OFINSURANCE ADOL UBR POLICY NUMBER MMIDOM'YLICY Y MWIDDM/YV LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 COMMERCIAL GENERAL LIABILITY Y'PREMISESS DAMAGE1,000,000 EEd Ed occurrence $ occurrence) MED EXP (Any one person) $ 10,000 CLAIMS -MADE ✓OCCUR PERSONAL &ADV INJURY $ 1,000,000 B ✓ STOPGAP(... below far limits) Yes 46SBMUF4112 12/28/2015 12/26/2016 GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGO if 2,000,000 RO LOC 17 POLICY PECT $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) S B ✓ SCHEDULED AUTOS HIRED AUTOS Yes 468BMUF4112 12/26/2015 1212612016 PROPERTY DAMAGE (Peraccldenl) S ✓ NON-ONMEO AUTOS S S UMBRELLA LIAB OCCUR EACH OCCURRENCE S AGGREGATE 5 EXCESS LIAB CLAIMS -MADE DEDUCTIBLE $ $ RETENTION $ WORKERS COMPENSATIONWC STATU- OTH- AND EMPLOYERS'LIABILITY YIN T T E.L. EACH ACCIDENT g 1,000,000 B ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ NIA 46SBMUF4112 (STOPGAP) 12/26/2015 12/26/2018 EL.DISEASE-EAEMPLOYE $ 1,000,000 (Mandatory in NH) Uses describeunder STOPGAP DESCRIPTION OF OPERATIONS below E. L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional ITabllity(Errors and Omissions) V177D7140101 12/26/2015 12/26/2016 $1,000,000/$1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) City of Santa Ana is named as Additional Insured as their interests may appear in regards to general liability and automal,11111 r x CERTIFICATE HOLDER CANCELLATION / / l ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD 667979 ;Miller Mendel, Inc. Certificate of Insurance (page 1 of 1) 01/12/2016 05:22:36 PM A L,i, CERTIFICATE OF LIABILITY INSURANCE TE oA1/12/2016 ' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHCNo ,•800-668-7020 nlc Ne: 877)826-9067 00o Techlnsurance •o• 1301 Central Expy. Scth, Suite 115 • e • Techlnsurance Allen, TX 75013 E-MAIL ADDRESS: PRODUCER CUSTOMER ID #, INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA: Beazley Insurance Company Inc. 37540 INSURER B: Sentinel Insurance Company, Limited 11000 Miller Mendel, Inc. INSURER C : 1425 Broadway Ste 430 Seattle, WA 98122 INSURER D : CLAIMS -MADE ✓] OCCUR INSURER E: 0 S �[a''? 'JI INSURER F: Iv J COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF ADDL SUBR POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDNWY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ✓ COMMERCIAL GENERAL LIABILITY DA AG ( EN PREMISESS1,000,000 occurrence $ CLAIMS -MADE ✓] OCCUR MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 B v/ STOP GAP (see below for limits) Yes 46SBMUF4112 12/26/2015 12126/2016 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS.COMP/OP AGO $ 2.000,000 ✓ POLICY PEO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 E. accident) ANY AUTO BODILY INJURY (Per person) $ ALLOWNEDAUTOS BODILY INJURY (Per accident) $ B ✓ SCHEDULED AUTOS HIRED AUTOS Yes 46SBMUF4112 12/26/2015 12126/2016 PROPERTY DAMAGE (Per accident) S $ ✓ NON -OWNED AUTOS $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DEDUCTIBLE $ $ RETENTION $ WORKERS COMPENSATION WC STATU- OTH- USES ER B AND EMPLOYERS' LIABILITYIOSY ANY PROPRIETORIPARTNER/EXECUTIVE YIN OFFICERIMEMBER EXCLUDED? r7 (Mandatory in NH) NIA 46SBMUF4112 (STOPGAP) 12/26/2015 12126/2016 E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 f mtleran a under STOPGAP DOF OPERATIONS below E.L.RIPTION DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liability (Errors and Omissions) V177D7150201 12126/2015 12/26/2016 $1,000,0001$1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) -,1 f' City of Santa Ana is named as Additional Insured as their interests may appear in regards to general liability a utomob' liability. h tl ����"""llllll 4F Z CERTIFICATE HOLDER CANCELLATION P '1 u rt - ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 46 San? UF4112 CA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDOR CITY OF SANTA ANA 20 CIVIC CENTER PLACE SANTA ANA, CA 92701 Form IH 12 00 11 85 T SEQ. NO. 002 Process Date: 11/09/15 Printed in U.S.A. Page 001 Expiration Ck Dae: ` oI