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HomeMy WebLinkAboutBLUE TECHNOLOGIES SMART SOLUTIONSINSURANCE ON FILL WORK MAY PROCEED !UNTIL INSU N - EXPIRES 1 rtA CLERKOFCOU "IL DATE; MAY 2 1 2018 LD�,cA-® CI) A J ■ luelleconologies .��mart , �Wlutions COMMITMENT TO EXCELLENCE -- EVERY DAY Manage GOLD Partner Proposal for: City of Santa Ana/City Attorney's Office - — ----_ Project: Manage Cloud Professional Services and Training Prepared by: David Cramer r- Prepared on: April 19th, 2018 Bluovechoolooles �ksi11p1f ,�ti�litk)#k Legal and Professional Services 4. Table of Contents Solution Overview............................................................................................. 4 WHY IMANAGE WORK AND BTSS?.................................................................................4 FEATURES: ............... ................................................ ....................................... 4 ProjectParameters........................................................................................... 6 Project Plan..................................................................................................... 7 DESIGNPHASE....................................................................................................7 IMPLEMENTATION PHASE..........................................................................................7 FOLLOW-UP PHASE...............................................................................................8 ADMINISTRATOR. TRAINING.......................................................................................18 SUPPORTCENTER.................................................................................................8 i PROJECT MANAGEMENT ............................................. ........................................... ... S iManage Cloud Pricing........................................................................................ 9 Professional Services and Training.......................................................................10 Estimated Pricing Summary................................................................................12 Terms and Conditions. ....................................................12 Acceptance - City of Santa Ana/City Attorney's Office..............................................12 TERMS AND CONDITIONS OF SALES AGREEMENT........................................................ 13 Copyright and Confidentiality Notice Material contained in this document is proprietary to Smart Solutions and Blue Technologies Smart Solutions LLC and Is to be treated confidentially by all recipients. Acceptance of delivery of this material constitutes acknowledgment of the confidential relationship under which disclosure and delivery are made. No port of this publication maybe reproduced or transmitted in any for or by any means, electronic or mechanical, including photocopy, recording, or any informaclan storage and retrieval system without permission in writ Ing from Blue Technologies Smart Solutions LLC 5885 Grant Avenue, Cleveland, OH 44105. Blue Technologies Smart Solutions LLC, Confidential Page 2 of 15 01WITechoomies StIlart Solutions Legal and Professional Services April 19th, 2018 City of Santa Ana/City Attorney's Office Mr. David Quintana 20 Civic Center Plaza, M-29 Santa Ana, CA 92701 Dear Mr. Quintana, Blue Technologies Smart Solutions, LLC ("BTSS") is pleased to present this proposal to the City of Santa Ana/City Attorney's Office for iManage's Document Management System. We are eager to work with you to improve your document management and collaboration environment using the iManage Cloud solution, and we appreciate your consideration. BTSS has been a strategic GOLD level partner with iManage for over 18 years providing product marketing and sales, project design, implementation, training and support. BTSS has a wide array of experience with iManage projects ranging from a 5-user installation to a 5,000-user global law firm rollout. Thank you again for considering BTSS and iManage for your document management needs. We are excited about the opportunity, and committed to working with you to provide you with a reliable and effective document management solution. Please direct any questions to my attention. Sincerely, David Cramer Manager, Business Development Legal and Professional Services 216.271.4800 dcramer@btohio.com Blue Technologies Smart Solutions LLC, Confidential Page 3 of 15 olue�,Techuolooles ,Marl sohltioll Legal and Professional Services Solution Overview City of Santa Ana/City Attorney's Office has requested a pricing proposal for software, professional services and training from Blue Technologies Smart Solutions, LLC ("BTSS") for design, implementation and training services for implementing a document management solution utilizing the iManage Cloud Document Management System. Why Manage Work and BTSS? iManage is a market leading solution suite from the largest and most stable software company in the legal vertical. Over 70% of law firms globally use this product suite. It is recognized by ILTA (international law technology group) as being the legal market leader and having the most growth year on year. Visionary law firms choose iManage Work not just for its ease of use, reliability, technology innovation and market leading functions and features, but for the company's strong strategic vision, financial strength, large investment in legal technology RaD and ability to provide a full spectrum of related legal focused solutions to meet any need that the law firm may encounter in future. For this reason, many law firms have written off significant existing Investments in competing technology products and made a strategic decision to invest in iManage Work. BTSS is a long-term strategic and premium Gold level partner with iManage providing business analysis and advice, software, services and third -party add-ons to deliver a complete solution and ongoing support to the customer. We have a dedicated support center for Work and related legal solutions functional and technical support. Features: This solution when fully implemented will allow City of Santa Ana/City Attorney's Office the following major functionabties: • Ability to import existing and new documents into a secure, scalable repository and work with these documents in a Matter Centric (aka'Work Product Management') model. • Ability to create new versions of documents and to have version information captured in the document footer in MS Office applications. • Ability to full text index all document versions and have all versions full text searchable. • Ability to create secure workspaces and folders based on templates. • Ability to create multiple independent document libraries. • Ability to import electronic content like MS -Office documents, email, video clips, images, pictures, sound files, Acrobat files, faxes, text files and other electronic formats into the Work repository. • Full -featured user-friendly document management functionality including comprehensive content search (full text and meta -data search), retrieval capabilities, and related documents. • Outlook integrated Email -filing capability; suggestive filing (Send it File / File to Work) • Robust security management of content. • Detailed audit trails on document access and modification. Blue Technologies Smart Solutions 4CC, confidential Page 4 of 15 Blu�� Techoologies Smart 5oirrtiolls Legal and Professional Services • Modernized Web and Mobile UI for 'Amazon - like' experience • Secure file collaboration with external parties (Share) • OCR service Blue Technologies Smart Solutions LLC, Confidential Page 5 of 15 8iue�Techooiooies Srlrarf Solutions Legal and Professional Services The following requirements and details have been specified by City of Santa Ana/City Attorney's Office at this stage and will be used as the preliminary design basis: Number of users: 15 Physical locations (offices : 1 Platform: Windows/Intel Email system: Outlook / Exchange Current DIMS Solutions Protaw, Thomson Reuters Concordance, Citylaw, Windows file share City software selected: Desktop integration + Email Management + Modern Web + Mobility + Offiine + Secure file collaboration Client Workstations While it is to be determined the exact client software mix City of Santa Ana/City Attorney's Office will provide to the users, commonly legal assistants and staff will have desktop integration, email management and web whereas the attorneys and paralegals will have all software. End User Training BTSS will provide end user training and include curriculum. Tools DTSS has found the need to utilize third party tools and customizations with some iManage Work deployments. The two areas where we find these needs generally are the matter workspace creation/management process and legacy document import. BTSS sells and implements a variety of these tools, plus we have created our own utilities and we have an application development team for custom development needs. We prefer to not recommend third party tools or customizations until the Design Phase is complete. While we realize the price of such tools vary greatly, it's our philosophy that we truly need to understand the customer's requirements including budget considerations prior to recommending a solution. Blue Technologies Smart Solutions LLC, Confidential Page C, of 15 Blu ]Technologies Smart Solutions Legal and Professional Services Project Plan The proposed Document Management project will utilize a phased project plan to assure a successful iManage Cloud implementation. The goals of these phases are to design, build, and implement a document management system. BTSS will perform these functions based on a timeframe approved by City of Santa Ana/City Attorney's Office and BTSS. Design Phase The Design Phase takes into consideration the strategic goals as well as the operational, technical, and budgetary requirements. The goal is to produce a comprehensive system design and Implementation plan that ensures that the enterprise goals are met. Considerations in the design phase include: business workflow, usability and training, and network resources. Also, considered wilt be the goals for growth. In determining an initial budget, certain assumptions have been made that underlay the scope of work for this project. Although these assumptions may be challenged and reconsidered during the design phase, making changes to the general assumptions as outlined within this proposal may result in a change to the project scope and therefore an increase or decrease in the overall project budget. Items that will be considered in the final design will include the following: • Application Integrations • Design of all Profile screens and definition and usage of all meta -data fields Definition of all electronic files (workspaces) and folder structure • Desktop client customizations • Plans for security as related to workspaces, folders and documents • Implementation Plan Training Plan Document Conversion Analysis During the Design Phase, our BTSS/s will discuss various design options, including all the above items. They will also evaluate current infrastructure and any design changes that may be required. Based on our analysis, we will provide recommendations for additional software that may be required to properly run IManage Work and meet City of Santa Ana/City Attorney's Office needs. Implementation Phase During the Implementation phase, software is configured and tested per the mutually agreed upon Design. All users are trained and client software will be loaded on a user test workstation and tested. City of Santa Ana/City Attorney's Office will be responsible for workstation client software rollout. Blue Technologies Smart Solutions LLC, Confidential Page 7 of 15 DIU0- och�ologies smart U.11111 "I". Legal and Professional Services Follow -Up Phase During the Follow-up Phase, BTSS will have iManage BTSS/s available after implementation to provide floor support, answer questions, correct minor issues, and make sure that City of Santa Ana/City Attorney's Office objectives were completely achieved. Administrator Training The budget includes basic administrator training conducted by a BTSS BTSS. Support Center This provides functional ("how-to"), administrative plus technical support tailored to City of Santa Ana/City Attorney's Office environment for iManage administrators/users and is delivered from our offsite support center. Clients are provided a tott-free support phone number and email address. • $500 per month, 11t (3) months are pre -paid then monthly thereafter; can cancet with 30 days' notice. • 8:00 am to 5:00 pm Pacific Time, Monday through Friday, non -holiday coverage. Project Management A Project Manager (PM) will be assigned to your project The PM's role is to act as a liaison between City of Santa Ana/City Attorney's Office and BTSS' BTSSs. Responsibilities include participating in the kickoff meeting, providing BTSS contact information and taking summary notes during the initial call. The PM will create your project in AutoTask, a cloud -based application, to monitor project tasks, timeline and budget. A client portal will be opened to allow you to follow the project and issue tickets if necessary. AutoTask is a transparent solution allowing for dual party accountability. The PM will also schedule project meetings and provide weekly project summaries if necessary. All of the PM activities are fixed fee, including the BTSSs participation in the project kickoff and review meetings. Blue Technologies Smart Solutions LLC, Confidential Page 8 of 15 81ue iTechoologies .Sin art . olrrtiorr, """11111 `.°"""" "11.1 Leial and Professional Services Manage Mud Pricing Description Cost -Manage Cloud Service Starter Bundle for 20 users $2,000/month (minimum purchase) Note: This is Enables the following user functionality: a savings of • Desktop integration with authoring applications $500 per • Email management month / - Offline access to documents and emalls $18,000 over • Web and MobileInterfaces the 3-year - External collaboration using iManage Share term, • Web adman interfaces Includes the OCR service "includes 400 GB of Work storage * Disaster Recovery - All data backed up to a secondary data center * 3-year term *Invoiced annually in advance Base Service Includes: All backend application support, administration and upgrades. Access to iManage support for software issues Notes: + Additional Storage - $.50/GB/month in excess of the monthly subscription allocation + Additional Users - $125/user/month - each additional user increases the Work storage pool by 20GB Minimum annual billing is $24,000 per year. + Refer to iManage Cloud Services Agreement for iManage's terms at the link below: htt s: /support.imanape.com/worksiteliManage Cloud Services Agreement (US VersionZpdf Pricing does not include applicable taxes. Pricing expires 5/25/2018, Blue Technologies Smart Solutions LLC, Confidential Page 9 of1S BIoe3Techoologies .apart . olfftiotls " . `.... Legal and Professional Services Professional Services and Training Description Est. Est, Cost Comments _.___ Time (hours Design meeting/s with City of 32 Onsite - 2 BTSSs Santa Ana/City Attorne "s Office Matter Centric Design 24 Provides 2 templates per practice group and 2 admin templates. Document conversion -analysis 10 Deliverable is Conversion only (document repositories Design + budget to perform Include Prolaw, Concordance, City conversion Law and Windows fife shares Workspace creation using standard 12 Add 16 hours If automate iManage features process by putting data from data source Implementation: 38 Create registry setting. 1 Workspaces client only; customer Templates responsible for client Metadata software rollout. Server and security set up Client software Testing and troubleshooting 4 _ As needed. Rollout 16 Onsite floor support + � _ _ technical sort. Basic Administrator training q End user training - 15 students - 2 12 Includes curriculum classes - onsite _ Project management $4,945 Fixed Fee Estimated Professional Services it $35,345 Discounted rate - $200/hr Training regular rate is $225) Notes/Assumptions: • Integration services will be provided for Acrobat Reader, Microsoft Word, Excel, PowerPoint, and Outlook. • Above budget does not include a Pilot. Add 16 hours if a Pilot is desired. Document import analysis only is budgeted. Upon completion of the analysis customer will receive Conversion Design Document plus the budget to perform the document conversion. • Assumes BTSS will have remote access to the test workstations. • Pricing does not include applicable taxes or travel expenses. • Installation effort assumes installation in a Production environment only, Installation in separate test/certification environments will require additional effort. Blue rechnalogfe$ Srnort SolutionS LLC, Confiden riot Page 10 of 15 0141Technoinies Smart Solutions Legal and Professional Services Optional software: RBRO EasylD (aka document ID) $2,500 software $500 maintenance $3,000 Total Blue Technologies Smart Solutions LLC, Confidential Page 11 of 15 DIU6jechnelogies Smart solutituls legal and professional Services Estimated Pricing Summary Pricing expires 5/25/18. Services shall commence on June 1, 2018 and continue through July 31, 2021. City agrees to pay BTSSAManago at an amount not to exceed $120,845 for all services related to the implementation and subscription of the Manage systems. These costs include the annual Manage service billed annually at $24,000, Implementation of the systems via the services and training at $35,345 and the support plan at $1,500, The sum of the 14TE amount shall also include a contingency amount of $12,000 for additional costs and services requested at the sole discretion of the City and travel costs for these services. Rates Except where indicated, all professional services are bitted on a time and materials basis per the table below and actual costs may vary from the estimates provided by up to 20%. Ongoing professional services will be provided on a time It materials basis per the terms and conditions in this agreement. Terms and Conditions Professional Services for offsite work are billed in 15-minute increments. Minimum onsite bitting is 8 hours. Travel time is charged at one-half the regular rates. Rates are subject to change on subsequent notice from BTSS. Estimates do not include applicable taxes, fees, expenses (inctuding travel and travel time cost) and administrative costs. Expenses (including lodging, meats, parking, airfare, travel time and other travel) and administrative costs are billed as actual amounts. Auto travel is billed at the IRS approved business rate. Alt professional services are billed monthly. Terms are net thirty (30). Additional terms and conditions of sale are Included in the attached "Terms and Conditions of Sales Agreement." Acceptance - City of Santa Ana/City Attorney's Office glue Technologies Smart Solutions tLC Confidentiol Page 12 of 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: "i i, A Y .Y a APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney City Attorney's Office CITY OF SANTA ANA RAUI O City Manager BLUE TECHNOLOGIES SMART SOLUTIONS LLC Director, ECM and LAPS DIuejlTechnomies smart Solutions Legal and Professional Services TERMSAND CONDITIONS OF SALES AGREEMENT 1. PRICES: Prices maybe subject to change without notice until a purchase order Is accepted by BTSS. 2. PAYMENT TERMS: City will pay all monies in US dollars, due Inaccordance with the stated terms. RTSS has no obligation to provide any additional notification of amount due except for this agreement. If full payment is not made within the stated time period, any discount will be voided and full retail price prevailing atthe time of sale will be due. Under all circumstances, overdue balances will accrue a late fee charge on the outstanding balance at a monthly rate of 14 %,18%per annum. if you pay your balance via credit card after 15 days of invoice date, a 394credit cart( processing fee will be added to the charge. 8. SHIPPING AND DELIVERY: Unless stated otherwise, the price Is for pickup at RTSS' point of business. Once delivered, all risk of loss is with the City. If City does not take delivery within thirty days after notification by BTSS, this agreement maybe cancelled and City's deposit retained by BTSS as iiquldation of damages. 4. DELAYS: BTSS Is not liable to City for any damages, including consequential damages, for any delay to or non -delivery due to anything beyond RTSSs' reasonable control. S. DAMAGES: BTSS will not be liable to City for any damage caused by goods or services. purchased by this agreement. BTSS makes no warranties of any kind pertaining to the fitness for any particular use and shaIf not be liable for any loss or damage, directly or Indirectly, or from any training or training material received, arising from the use of goods, or for consequential damages. 6. LIMITATION OR LIABILITY AND WARRANTY: City will Indemnify and hold harmless BTSS from any loss, claim or damage to persons or property arising out of this agreement Including, but not limited to City's loss of use of product, loss of time, loss of data or information of any kind, Interruption of business, removal and Installation charges, loss of profits, money or goodwill, and payments of claims or judgments. This Indemnity shall survive the term of this agreement. In any event, the liability of the BTSS shall be no greater than the purchase price of this agreement. BTSS shall not be liable for any Indirect, special, or consequential damages arising out of this agreement. No obligations or liability shall arise out of BTSS' rendoring of technical or other advice In connection with the services rendered hereunder. BTSS provides a warranty of good workmanship with regard to all service pro-vided under this policy. This warranty shall be the only warranty made by BTSS in lieu of all other warranties, express or implied. 7. SUBCONTRACT: BTS5 shall have the right to subcontract any or all of Its responsibilities hereunder to one or more subcontractors, but this shall not relieve BTSS of its responsibilities under this agreement. 8.- CANCELLATION: If City cancels this agreement without allowing a reasonable time for delivery, the BTSS may:(1) Retain City's deposit, and, (2) Use any other remedy available to BTSS under Ohio law to mediate damages. 9. RETURNS: All software sales are final. There is a minimum 15%restocking charge for all other returned Items. Product will not be accepted In return without first obtaining consent From the BTSS in writing. All returns must be complete and In original package, complete with all packing materials. 10. SALES, USE, EXCISE, VAT TAXES: BTSS Is obligated to collect sales, use, excise, or VAT tax from ALL Clients In States and/or Countries where BTSS is a tax withholding agent. For States and/or Countries where BTSS is not a tax withholding agent, you are responsible for remitting Sales, Use, Excise or VAT taxes to your taxing authority directly. It is your responsibility to provide the required documentation when submitting an order to claim an exemption. Taxes are charged based on the effective tax rate at the time the Invoice Is processed. This may be different than the initial rate at which you were quoted. You must submit. re -sale or tax -exemption documentation from the State and/or Country in which you are doing business as well as each State and/or Country in which you are shipping goods or receiving services. We are not obligated to refund taxes due to late submission of tax exemption documentation. Submission of all appropriate tax exemption forms must be received by us before we ship the goods or we provide the services. You will be liable for all taxes, surcharges or other charges Imposed on the sale of goods or provision of services by a ny taxing authority if tax forms are not received prior to the invoice being Issued. Requests for refunds of sales taxes must be submitted to the appropriate taxing authority directly. 11. NON SOLICITATION: During the Term, and for a period of twenty-four (24) months thereafter, City agrees not to directly or Indirectly, solicit, recruit or employ any employee or subcontractor of BTSS without RTSS' prior written consent. City agrees that, if it hires any employee of RTSS or its subcontractor during the period set forth above without written consent, it shall be presumed that City solicited the employee and City shall pay to RTSS, as liquidated damages and not as penalty an amount equal to the greater of $75,000 or 100%of the annual salary paid to that employee by RTSS or its subcontractor, plus all costs including attorney fees as may be Incurred by BTSS in enforcing Section 11. Provided further, In the event that said employee has executed an employment agreement with RTSS, said employment agreement shall remain In effect in accordance with its terms and City shall so advise the employee in writing prior to hiring the employee. 12. ASSIGNMENT: City may not assign this Agreement. BTSS may assign this Agreement to its successor In Interests or to a third party acquiring substantially all of Its assets or business. Blue Technologies Smart Solutions LLC, Confidential Page 13 of 15 BloP�,Techoologies `mart Solrrttow II.I. Legal and Professional Services 13, NONDISCLOSURE: The terms and conditions of this sales agreement are proprietary In nature to the BTSS and are not to be '., disclosed to other parties outside the organizations of the BTSS and the City. Such disclosure, at the option of the BTSS, may void this agreement. 14. SEVERABILITY: In the event that any provision of this Agreement or any word, phrase, Clause, sentence or other provision thereof should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted In such a manner so as to make this Agreement as modified legal and enforceable to the fullest extent permitted under applicable law. 15. WHOLE AGREEMENT AND MODIFICATIONS: This agreement contains all the terms and conditions agreed to between City and BTSS. No employee, representative or agent of BTSS has any authorityto bind BTSS to any affirmation, representation, modification or warranty concerning the services or material provided hereunder unless specifically Included within this agreement as a written amendment executed by BTSS.Thls agreement cannot be modified unless both parties agree and a written modification Is. made. 16. REMEDIES, ATTORNEYS FEES AND CONSENT TO JURISDICTION: A. City acknowledges and agrees that in the event of a breach or threatened breach by the City of any of the provisions of Sections 11 and/or 13 of this Agreement, BTSS shall have the right to Institute and prosecute proceedings In equity, or in any court of competent jurisdiction, to obtain an Injunction to enforce the provisions of such Sections and to pursue any other remedy to which BTSS maybe entitled. The City acknowledges that BTS5's remedy at law for any of the City Is obligations under such Sections and such other terms of this Agreement as maybe applicable will be inadequate, and the City agrees and consents that temporary and permanentinjunctive relief maybe granted in any proceeding which maybe brought to enforce any provision thereof, without the necessity of proof of actual damage. 0. If BTSS seeks a restraining order, an Injunction or any form of equitable relief and is awarded or recovers such relief, City agrees to reimburse BTSS for reasonable attorney fees, court costs and other costs and expenses as maybe incurred by BTSS in enforcing any of the terms of this Agreement. The parties agree that this is reasonable. C. If BTSS shall obtain a final judgment of a court of competent jurisdiction, subject to no furthor appeal, pursuant to which City shall be determined to have breached its obligations under this Agreement or made any misrepresentations, City shall be entitled to recover, in addition to any award of damages, reasonable attorneys' fees, court costs and other costs and expenses incurred by BTSS when obtaining such judgment. Any relief awarded under this subsection Cshall be in addition to any relief awarded under subsection B. D. If it is judicially determined that City has violated any of its obligations underSection 11, then the Nonsolicitation Period shall be restarted as of the date of such judicial determination and shall run for a period of two years (2) from that date. E. City hereby consents and submits to the exclusive jurisdiction of any local, state or federal court located In the County of Cuyahoga and the State of Ohio for any proceeding against City for any obligation under this Agreement and waives any objection that it may now or hereafter have to venue or to the jurisdiction of any such court In any such action or proceeding or any claim that any such court is an inconvenient forum. 17, ARBITRATION: Except for a breach or threatened breach of Paragraphs 11 and/or 13 of this Agreement, any controversy arising under or out of this Agreement shall be settled by arbitration In accordance with the commercial arbitration rules of the American Arbitration Association as administered through the Cleveland, Ohio office. The award rendered by the arbitrator shall be final and judgment may be entered upon It in accordance with applicable law in any court having jurisdiction thereof, including a federal districtcourt, pursuant to the Federal Arbitration Act, In preparation for the arbitration hearing, each party may utilize all methods of discovery In the mariner provided by said rules and/or by the Ohio Arbitration Law. Judgment upon the award of the arbitrator may be entered in any Court of competent jurisdiction and enforced with full judicial effect thereafter. 18. CONSTRUCTION PERMITTED By LAW: If the obligation of any covenant of the Employee contained herein Is held to be too broad to be enforced, such covenant shall be construed to create an obligation to the full extent permitted by Ohio law. 19. WAWER OF BREACH: The Waiver by BTSS of a breach of any provision of this Agreement by City shall not operate or be construed as a waiver of any subsequent breach by City. 20. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or written, between the parties hereto with respect to such subject matters. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against wherever enforcement of any action, change, modification at extension Is sought. 21. INSURANCE Prior to undertaking performance of work under this Agreement, BTSS shall maintain and shall require Its subcontractors, If any, to obtain and maintain Insurance as described below: a. Commercial General Liability Insurance. BTSS shall maintain commercial general liability insurance naming the City , its officers, employees, agents, volunteers and representatives as additional insured(s) and shall Include, but not be limited Blue Technologies Smart Solutions LtC, Confidential Page 14 0/15 Blue lTechoolooles . mart Solutions m. Legal and Professional Services to protection against claims arising from bodily and personal injury, Including death resulting therefrom and damage to '.. property, resulting from any act or occurrence arising out of BTSS's operations in the performance of this Agreement, Including, without limitation, acts Involving vehicles. The amounts of Insurance shall be not less than the following: single limit coverage applying to bodily and personal Injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 In the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to Insurance or self-insurance programs maintained by the City; and (c) contain standard separation of Insureds provisions. b. Ousiness automobile liability Insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such Insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, BTSS, if BTSS has any employees, Is required to be Insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, BTSS agrees to obtain and maintain any employer's liability Insurance with limits not less than $1,000,000 per accident. d. If BTSS is or employs a licensed professional such as an architect or engineer: Professional liability Junkers and omissions) Insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,O001n the aggregate. e. The following requirements apply to the Insurance to be provided by BTSS pursuant to this section: 1. BTSS shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. IT. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the city. Ill. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City Iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be Incorporated by reference Into the Agreement. V. BTSS shall supply City with a fully executed additional insured endorsement. I. If BTSS fails or refuses to produce or maintain the Insurance required by this section or falls or refuses to furnish the City with required proof that insurance has been procured and Is in force and paid for, the City shall have the right, at the City 's election, to forthwith terminate this Agreement. Such termination shall not affect VISS's right to be paid for its time and materials expended prior to notification of termination. BTSS waives the right to receive compensation and agrees to Indemnify the City for any work performed prior to approval of Insurance by the City. Blue Technologies Smart Solutions LLC, Confidential Page 15 of 15 A� a CERTIFICATE OF LIABILITY INSURANCE DATE ) S/16/20 e 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 Lauren Drotar NAME: Oswald Companies 1100 Superior Avenue East PHONE (216)367-878. FAX 12161241-4520 AIC NI. poorslEss: ldrotar(9oswaldcompanies. com Suite 1500 INSURERS AFFORDING COVERAGE NAIC If INSURER A:MOtOriste Mutual Insurance Company Cleveland OH 44114 INSURED INSURERB:AXIS Insurance Company 37273 INSURER C: Blue Technologies Inc INSURER D: 5885 Grant Ave INSURER E Cleveland OH 44105 INSURER F: COVERAGES CERTIFICATE NUMBER:CL185100571 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, ILTR TYPE OF INSURANCE ADDLSUBR INN911 MAIL POLICYNUMBER POLICYEFF MMIDDIYYYY POLICYEXP MM/DD WV LIMITS A X I COMMERCIAL GENERAL LIABILITY CLAIMS MADE Ix I OCCUR EACH OCCURRENCE $ 11000,000 DAMAGE REN`TORE TED PREMISES Eoccurrence)$ 100,000 MED EXP(Any one person) $ Excluded X 3325669250 5/l/2018 5/1/2019 PERSONAL &ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES PER, POLICY PRO-JECT D LOC GENERAL AGGREGATE $ 2,000,000 GEHL X PRODUCTS - COMP/OP AGO $ 2,000,000 Employee Benefits Llabilily $ 1,000,000 OTHER. AUTOMOBILE LIABILITY COMBINED S INGLELIMIT Ea accident $ 1, 000, 000 BODILY INJURY (Per person) $ A X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X 3325666250 5/1/2018 5/1/2019 B (P) BODILY INJURY accident -PROPERTY $ NON -OWNED HIRED AUTOS AUTOS -DAMAGE Peraccidenl $ Uninsured motorist Blsin Ie $ 11000,000 X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 51000,000 AGGREGATE $ 51000,000 A EXCESS LIAB CLAIMS -MADE DED X RETENTION$ 0 $ X 1 3325666250 5/1/2018 5/1/2019 A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNEWEXECUTIVE OFFICERMEMBER EXCLUDED? LN/A (Mandatory in NH) If yes, describe under 3325666250 5/l/201B 5/1/2019 I OTH- ISTATUTE I I ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 11000,000 E.L DISEASE -POLICY LIMIT $ 1,000 000 DESCRIPTION OF OPERATIONS beIOW B Technology E&O P-001-000027524-01 5/1/2018 5/1/2019 $5,000,000 Aggregate B Cyber P-001-000027524-01 5/1/2018 5/1/2019 $5,000,000 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (AC ORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana, its officers, employees, agents, volunteers and representatives are named as Additional Insured as required by written agreement per the policy terms City of Santa Ana David Quintana 20 Civic Center Plaza Attn: 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 Drotar/DROLAU ©1988-2014 ACORD CORPORATION. All ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 (201401) �1 BLUETEG-01 D07/07/2020YJ .d►�OR� CERTIFICATE OF LIABILITY INSURANCE ononzozo 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WANED, 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 endorsements . PRODUCER AGT Janette Pompignano The Fedeli Group PHONE FAX 5005 Rockside Road, Fifth Floor ,lac. No. Ear: 216 643-6851 ,yc, N ):(216) 328.8081 Independence, OH 44131 . JPompignano@thefedeligroup.com INSURER AFFORDING COVERAGE NAC INSURER A -Motorists Mutual Insurance Company14621 INSURED INs RERB,ACE Amerfcan Insurance Com an 22867 INSURER C: Blue Technologies Smart Solutions LLC INSURER D 5885 Grant Ave Cleveland, OH 44105 INSURERE: INSURER F: COVERAGES CFRTIFICATF NIIMRFR- RFVISInm NIIMRFR- 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 TYPE OF INSURANCE ADOLSUBR POLICY NUMBER POLICY EFF POLICY EXP _ LIMITS A X COMMERCIAL GENERAL LIABILITY —.._ CLAIMS -MADE X OCCUR X 15000119965 05/01/2020 _ GE_N1 AGGRE A ELIMpIT. APPLI S MR POLICY JECT LOC DTMER'. 05/011202, EACH OCCURRENCE 1,000,000 DAMAGE TO RENTED PREMISES Meeau^core 100,000 a MED EXP An one mw S,000 PERSONAL& AOV INJURY s 1,000,000 GENERAL AGGREGATE s 2,000,OQO PRODUCTS - COMP/OP AGO S 2,000,000 A AUTOMOBILE LIABILITY X ANYAUTO �— OWNEDSCHEDULEO A1U1TOpoSONLY ASMEDU p X I AUR�OS ONLY X AUTOS OMV 5000119965 0510112020 0510112021 COMBINED SINGLE LIMIT 1.000,000 BODILY INJURY Per lesson) S BOODILY INJURY Peracdtlen Pa�ecdtle^t AMAGE A X UMBRELLA LAB EXCESS LAB CLAIMS -MADE 5000120679 05101/2020 05M1/2021 EACH OCCURRENCE s 51000,000 HOCCUR AGGREGATE 5,000.000 DIED i X I RETENTIONS 0 A WORKERS COMPENSATION AND EMPLOYERS' LABILITY ANY PROPRIETO�Rq/PARIEX TNERECUTNE Y FFICER/MMEMBER EXCLUDED' � o N% H SsCdmN OFOPERATIONS below, N/A 5000119965 05/0112020 05101/2021 j PER X OTH- EACH ACCIDENT 1,000.000 ISEASE-EA EMPLOYE 11000,QQQ EL DISEASE - POLICY UNIT 11000,000D B 'Technology E&O B ICyber Liability iD95365838 D95365838 0510112020 05/01/2020 05101/2021 05/01/2021 'IThird Party 5,000,000 Limit 5,000,000 DESCRIPTION OF OPERATIONS I LOCATONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may ba attached "mom space is required) City of Santa Ana, officers, agents, employees, and volunteers are included as additional insureds as required by written contract. Policy is primary and non-contributory and Includes 30 day notice of cancellation. REVIEWED & APPROVED By Risk MANACfEMENT DIVISION /� 11��) I' /JQ n /JSI T E E ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Sante Ana L( II (�xv_`L1 A4LA� THE E%PIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Risk Management DivislonFRAN IN R- VIL R ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza, 4th Floor Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE Poo' ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD �1 BLUETEG-01 D07/07/2020YJ .d►�OR� CERTIFICATE OF LIABILITY INSURANCE ononzozo 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WANED, 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 endorsements . PRODUCER AGT Janette Pompignano The Fedeli Group PHONE FAX 5005 Rockside Road, Fifth Floor ,lac. No. Ear: 216 643-6851 ,yc, N ):(216) 328.8081 Independence, OH 44131 . JPompignano@thefedeligroup.com INSURER AFFORDING COVERAGE NAC INSURER A -Motorists Mutual Insurance Company14621 INSURED INs RERB,ACE Amerfcan Insurance Com an 22867 INSURER C: Blue Technologies Smart Solutions LLC INSURER D 5885 Grant Ave Cleveland, OH 44105 INSURERE: INSURER F: COVERAGES CFRTIFICATF NIIMRFR- RFVISInm NIIMRFR- 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 TYPE OF INSURANCE ADOLSUBR POLICY NUMBER POLICY EFF POLICY EXP _ LIMITS A X COMMERCIAL GENERAL LIABILITY —.._ CLAIMS -MADE X OCCUR X 15000119965 05/01/2020 _ GE_N1 AGGRE A ELIMpIT. APPLI S MR POLICY JECT LOC DTMER'. 05/011202, EACH OCCURRENCE 1,000,000 DAMAGE TO RENTED PREMISES Meeau^core 100,000 a MED EXP An one mw S,000 PERSONAL& AOV INJURY s 1,000,000 GENERAL AGGREGATE s 2,000,OQO PRODUCTS - COMP/OP AGO S 2,000,000 A AUTOMOBILE LIABILITY X ANYAUTO �— OWNEDSCHEDULEO A1U1TOpoSONLY ASMEDU p X I AUR�OS ONLY X AUTOS OMV 5000119965 0510112020 0510112021 COMBINED SINGLE LIMIT 1.000,000 BODILY INJURY Per lesson) S BOODILY INJURY Peracdtlen Pa�ecdtle^t AMAGE A X UMBRELLA LAB EXCESS LAB CLAIMS -MADE 5000120679 05101/2020 05M1/2021 EACH OCCURRENCE s 51000,000 HOCCUR AGGREGATE 5,000.000 DIED i X I RETENTIONS 0 A WORKERS COMPENSATION AND EMPLOYERS' LABILITY ANY PROPRIETO�Rq/PARIEX TNERECUTNE Y FFICER/MMEMBER EXCLUDED' � o N% H SsCdmN OFOPERATIONS below, N/A 5000119965 05/0112020 05101/2021 j PER X OTH- EACH ACCIDENT 1,000.000 ISEASE-EA EMPLOYE 11000,QQQ EL DISEASE - POLICY UNIT 11000,000D B 'Technology E&O B ICyber Liability iD95365838 D95365838 0510112020 05/01/2020 05101/2021 05/01/2021 'IThird Party 5,000,000 Limit 5,000,000 DESCRIPTION OF OPERATIONS I LOCATONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may ba attached "mom space is required) City of Santa Ana, officers, agents, employees, and volunteers are included as additional insureds as required by written contract. Policy is primary and non-contributory and Includes 30 day notice of cancellation. REVIEWED & APPROVED By Risk MANACfEMENT DIVISION /� 11��) I' /JQ n /JSI T E E ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Sante Ana L( II (�xv_`L1 A4LA� THE E%PIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Risk Management DivislonFRAN IN R- VIL R ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza, 4th Floor Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE Poo' ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD