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HomeMy WebLinkAboutMILLER MENDEL, INC. (2)INSURANCE NOT ON FILE A-2017-151-01 WORK MAY ii2 PROCEED CLERK OF COUNCIL VP RATE: FEB 12 2010 D ` j ? 1) 1:. ) FIRST AMENDED AGREEMENT TO THE 4,to /�lw r t�G r MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT (MSLSA) This First Amended Agreement to the Master Software License and Services Agreement (First Amended Agreement") is made and entered into on November 21, 2017 ("Effective Date") between Miller Mendel, Inc., a Washington corporation with an address at 1425 Broadway, #430, Seattle, WA 98122 ("MMI"), and the City of Santa Ana, by and through the Santa Ana Police Department, with an address at 60 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," RECITALS A. The parties entered into Agreement #A-2017.151, with an Effective Date of June 21, 2017 ("Agreement"), by which MMI agreed to license its eSOPH System to the Client in accordance with the Terms and Conditions of the Agreement. H. MMI has since added an additional service option to the eSOPH System to allow the California Commission on Police Officer Standards and Training ("POST"), access to Client's eSOPH System for the ease of conducting their audits. C. Client has requested the new eSOPH feature be activated within their eSOPH System. For MMI to activate the feature and for Client to be permitted to use the feature, Client and MMI must agree to modified and/or additional Terms and Conditions between the Parties. Now, therefore, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified or added, the parties agree the following Terms and Conditions are incorporated by reference into the Agreement: IA "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 (Authorized User Designation). For Clients within California and participating in the California Commission on Police Officer Standards and Training ("POST"), "Authorized User(sy' also includes Authorized Users from POST. 2.2 Authorized User Designation, Client shall designate all current Primary Administrative Users -W�T of the eSOPH System in accordance with Section 2.6 (Primary Administrative Users). A current Primary Administrative User may grant access to additional Authorized Users. Client shall ensure its Authorized Users' compliance with the terms of this Agreement, and 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 acts or omissions while accessing and using the eSOPH System and/or any information obtained through such access and use. 2.2.1 outside Agency Access. At Client's written request, MMI may grant system access for designated external auditor(s)or reviewing entities ("Outside Agency"), The access will allow the Outside Agency to access certain eSOPH Client Data within the specific Client's eSOPH system. Such requests are subject to MMI's approval of the Outside Agency. MMI reserves the right to decline such requests at its sole discretion. Page 1 of 2 First Amended Agreement to the MSLSA Effective November 1, 2017 Client shall be solely responsible for ensuring compliance with all applicable legal requirements for the Outside Agency's access, to include necessary authorizations and waivers. Granting Outside Agency access to Client's eSOPH system may be subject to additional fees, as reflected in a Quote provided to Client. If a fee applies, the designated User(s) from the Outside Agency will be added into the eSOPH System per Client's request after a purchase order is received by MMI for the applicable fees. After MMI has added the Outside Agency User's access to the eSOPH System for Client's account, the User will have access to view Client's Data on designated Applicants. Client may revoke an Outside Agency's or specific Outside Agency User's access by submitting a written request to MMI. 2.2.2 Outside Agency Access: Limitation of Liability; Indemnification. For any Outside Agency granted access pursuant to Client's written request, Client shall be solely responsible for all acts, errors, omissions and/or any damage or hann arising from or related to the Outside Agency's access to the eSOPH system, and MMI shall have no liability to Client relating to such access, including but not limited to any delay in MMI terminating such access after receiving Client's request to terminate the Outside Agency's access. Client hereby agrees to defend, indemnify and hold harmless MMI from any and all claims, damages, costs and expenses, including but not limited to reasonable attorneys' fees and witness costs, arising from or related to an Outside Agency's access to Client's eSOPH system and/or data. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the Effective Date stated above. ATTEST:a CITY OF SANTA ANA: O I I j� ��x ' MARIA D. HUIZAR RAUL GODINEZ lI ��— Clerk of the Council City Manager APPROVED O RM: MILLER MENDEL, INC. SONIA R. CARVALHO City tt rney B " TAMA BO SIAN Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: David Val!nt e of Police By � 0. lMl. Tyler Mi er, CEO Page 2 of 2 First Amended Agreement to the MSLSA Effective November 1, 2017 667979 Miller Mendel, Inc. Certificate of Insurance (page 1 of 1) 01/08/2018 10:00:49 AM T ® ACICERTIFICATE OF LIABILITY INSURANCE DATE(MMIOD/YYW) 1/612016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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: PNONE 800-668-7020 uc Not, (877) 826-9067 Techlnsurance 000 30 N. LaSalle, 25th Floor 0000 30 Chicago, IL 60602 E-MAIL ADDRESS, COMMERCIAL GENERAL LIABILITY INSURERS AFFORDING COVERAGE NAIC Ii INSURER A: Beazley Insurance Company Inc. 37540 INSURED Miller Mendel, Inc. /1 2�(�.--i51 �DI INSURER B: Sentinel Insurance Company, Limited 11000 INSURERC: Hartford Casualty Insurance Company----- - - 29424 INSURER D 32410 Dutch Canyon Rd /'� Scappoose, OR 970564001 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR R TYPE OF INSURANCE ADDL SURR POLICY NUMBER EFF MM/DDYNYYY TY EXP M/DD MtYYYY LIMITS 1/ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE F✓ OCCUR DAMAGE T RENTED PREMISES Meoccurrrence $ 1.000,000 MED EXP (Any one person) $ 10,000 STOP GAP (see belowfor limits) PERSONAL B ADV INJURY $ 1,000,000 B Yes 46SBMUF4112 12126/2017 12/26/2018 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2.000,000 POLICY ❑ JECT PRO- r-1LOC PRODUCTS - COMP/OP AGG $ 2,000.000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ We accident 1.000,000 BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ALLOWNED SCHEDULED AUTOS 46SBMUF4112 12Y26/2017 12/26/2018 PROPERTY DAMAGE $ Per accident) B , , NON-0WNED HIREDAUTOS AUTOS Yes $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DEO RETENTION$ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNEWEXECUTIVE ❑ OFFICEWMEMBER EXCLUDED? Y (Mandatory In NH) NIA 46WECAA9PY1 11/20/2017 11/20/2018 PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 7,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below F . DISEASE -POI CYI IMIT $ 7,000,000 A Professional Liability(Emors and Omissions) V177137160301 12/26/2017 12/26/2018 $1,000,000/$1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) I City of Santa Ana is named as Additional Insured as their interests may appear in regards to general liability and automobile liability. (�o g iea.uoCeara City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD