HomeMy WebLinkAboutVALLEY OAK SYSTEMS (AON) - 1999 (ORIGINAL)
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This Software License, Service, and Maintenance Agreement ("Agreement") is made and entered into by and
between Valley Oak Systems, Inc. (hereafter "VOS") and the City of Santa Ana, a charter city and municipal
corporation duly organized and existing under the constitution and the laws of the State of California (hereafter
"Client").
1.
DEFINITIONS
The following definitions shall apply to the terms as they appear in this Agreement:
"VOS" means Valley Oak Systems, Inc.
"Client" means City of Santa Ana
"Software Product" which includes computer software and printed materials, and may include "online" or
electronic documentation as listed in Exhibit A.
"Server Software" means software to be used on a single computer referred to as the "Server"
"Client Software" means software to be used on individual user workstations.
"Go Live" is defined in the Go Live and Final Acceptance section.
"Final Acceptance" is defined in the Go Live and Final Acceptance section.
2.
EXHIBITS
The following Exhibits hereto are incorporated into and made a part of this Agreement:
Exhibit A Software Product Licenses and Services Costs
Exhibit B Escrow Agreement
Exhibit C Software Product Enhancements and Implementation Understanding.
Exhibit D Software Maintenance and Support Agreement
3.
LICENSE GRANT
VOS hereby grants Client the non-exclusive license to do the following:
a.
b.
Install and use one copy of the Server Software on a single production Server.
Install Client Software on any PC workstations that are potential users of Software Product.
Concurrently use Client Software for the number of User Licenses listed in Exhibit A, Software Product
Licenses and Services Costs, on user workstations.
Make copies of the Software Product for purpose of backup.
Install Software Product on a development and test system for the purposes of testing (new versions and
patches), training, and serving as a backup system to the production system.
c.
d.
e.
4.
COPYRIGHT and OTHER RESTRICTIONS
The Software Product is licensed, not sold and is not transferable. Title and copyrights in and to the Software
Product (including any images, photographs, video, audio, and text incorporated into the Software Product),
accompanying printed material, and any copies Client is permitted to make are owned by VOS and are protected by
United States copyright laws and international treaty provisions.
5.
ESCROW
The Client, by signing this Agreement, becomes a beneficiary for the source code for the Software Programs
covered hereunder pursuant to the terms and conditions of Exhibit B to this Agreement (Escrow Agreement). VOS
agrees to notify Cornell Law Group, with whom VOS has an Escrow Agreement, that Client has become an eligible
beneficiary pursuant to this Agreement.
6.
PATENT AND COPYRIGHT INDEMNIFICA nON
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vas Software License, Service, an8aintenance Agreement
VOS at its own expense shall defend any action brought against Client to the extent that it is based on a claim that
any Software Product used within the scope of the license hereunder infringes a patent or copyright, provided Client
notifies VOS promptly in writing of the action (and all prior claims relating to such action) after Client becomes
aware of same, and VOS has sole control of the defense and all negotiations for its settlement or compromise. In the
event any Software Products become, or in the opinion of VOS are likely to become, the subject of a claim of
infringement of a patent or copyright, VOS may at its option either secure the Client's right to continue using the
Software Products, replace or modify them to make them non-infringing, or if neither of the foregoing alternatives
is reasonably available to VOS, discontinue the Software Product upon three month's written notice. Should VOS
discontinue use as described herein, Client shall be entitled to receive any and all software product costs identified
in the Software Product Licenses and Costs section of Exhibit A, Software Product Licenses and Services Costs,
paid to VOS up to such time.
THE FOREGOING STATES THE ENTIRE LIABILITY OF VOS WITH RESPECT TO INFRINGEMENT OF
ANY COPYRIGHTS OR PATENTS BY THE SOFTWARE PRODUCTS OR ANY PARTS THEREOF.
7.
WARRANTY
VOS warrants that the Software Product will function as described in VOS' current published Software Product
documentation for a period of five (5) years after "Final Acceptance." For the first ninety (90) days after "Final
Acceptance," VOS shall provide maintenance and support services at no charge, and thereafter the provisions of
Exhibit D (Software Maintenance and Support Agreement) shall take effect.
This warranty provides specific legal rights, however more rights may be available under California law.
8.
LIMITATION OF LIABILITY
VOS' liability hereunder for damages including but not limited to liability for any funds, mutual breach of this
Agreement or patent and copyright infringement and regardless of the form of action, shall not exceed the charges
paid by Client for the particular Software Product or services involved, except a claim for patent or copyright
infringement as provided herein.
9.
INSURANCE
As long as this Agreement is in effect, VOS will carry a minimum of$I,OOO,OOO of liability insurance including
auto liability, $1,000,000 of errors and omissions insurance and workers' compensation insurance. The Client, their
officers, agents, employees and volunteers are to be added as Additional Insured( s) on the liability insurance and
Client is to receive a copy of insurance company endorsement(s) proving that has occurred. All insurance policies
will provide Client with thirty-days (30) advance notice of cancellation or material reduction in coverage via
certificate( s) of insurance.
10.
INDEMNITY
VOS shall indemnify, defend and hold harmless Client from any claim, demand, liability, judgment or expense
arising out of Client's good faith performance pursuant to this Agreement; provided however, that VOS shall not be
obligated to indemnify and hold harmless Client to the extent that such claim, demand, liability, judgment or
expense results from Client's negligence.
11.
ASSIGNMENT
The parties acknowledge and agree that the services provided by VOS under this Agreement are personal in nature
and that the skill, credit and other personal quality of VOS is critical to Client in entering into this Agreement. The
parties further agree and understand that the obligations of VOS under this Agreement are of a personal nature and
would be essentially different from the services contemplated under this Agreement if assigned to any third party.
For these reasons, the parties agree, to the extent permitted by law, that the rights and obligations ofVOS under this
Agreement shall not be assigned without the prior written approval of Client. Client shall approve assignment of
this Agreement, or any rights or obligations hereunder, only when Client, in its subjective view, concludes that the
proposed assignee can perform to the same level of satisfaction as VOS.
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12.
PRICING and PAYMENT TERMS
VOS will deliver an invoice (bill) to Client for costs of Software Product and services specified in Exhibit A
(Software Product Licenses and Services Costs). Costs for Software Products and services specified in Exhibit A
are billable per the schedules specified, or if not specified, upon delivery. Payment terms are net forty-five (45)
days from receipt of invoice. Client will make a good faith effort to begin processing invoices for payment
immediately upon receipt. Billing should conform with generally accepted accounting principles.
13.
GO LIVE and FINAL ACCEPTANCE
"Go Live" is the event in which Client begins to use the Software Product for production use to track and manage
claim data on a daily basis and no longer uses the current Comp2000 and RiskMaster systems. Prior to "Go Live",
VOS will provide Client with a proposed Test Plan covering functional and other tests VOS feels are required to
"Go Live". As a condition to "Go Live", Client will perform with acceptable results functional and other
appropriate tests based on VOS' proposed Test Plan and Client's own criteria.
"Final Acceptance" is the event in which Client accepts and approves as being complete VOS' claims
administration solution, consisting collectively of the products and services identified in Exhibit A (Software
Product Licenses and Services Costs) and Exhibit C (Software Product Enhancements And Implementation
Understanding). Client shall sign a "Final Acceptance" Form indicating "Final Acceptance" when all of the
following conditions are met:
a.
VOS delivers to Client the Software Products and services identified in Exhibit A and Exhibit C with quality
that can be reasonably expected from a typical provider of VOS' type of solutions; and
The entire system (as defined in Exhibits A and C) is operational in production use with no significant issues
for thirty (30) calendar days after "Go Live"; and
Software Product behaves in a manner consistent with VOS' documentation and with representations made to
Client by VOS during the pre-sales process.
b.
c.
14.
MISCELLANEOUS
a.
b.
This Agreement constitutes the entire Agreement between Client and VOS.
This Agreement shall be governed by the laws of the State of California. In the event legal action is required,
the venue for such action shall be Orange County, California.
The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of
any other provision of this Agreement.
The parties hereby acknowledge that damages at law may be an inadequate remedy. Therefore, Client shall
have the right of specific performance, injunction or other equitable remedy in the event of a breach of this
Agreement by VOS.
VOS covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would
conflict in any manner with the performance of services required hereunder.
c.
d.
e.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this the ) {dJ. day of
y11CUV')\./ ,1999.
ATTEST:
CITY OF SANTA ANA
a municipal corporation of the
State olCal}.!: 'ia
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APPROVED AS TO FORM:
MÞ?~, f. ~L/
J;v-Joseph W. Fletcher
City Attorney
Valley Oak Systems, Inc.
David N. Ream
City Manager
Randy Whe ér
President
Tax ID# (; f- 0 );1 '5 £ .3
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RECOMMENDED FOR APPROVAL:
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EXHIBIT A
SOFTWARE PRODUCT LICENSES AND SERVICES COSTS
1.
SOFTWARE PRODUCT DESCRIPTION OVERVIEW
The VOS-Portal Claims Administration Software System Enterprise Version is an MS- Windows client-server based
claims administration system including Liability, Workers' Compensation and Reporting Modules. Diary, notepad,
payment processing, reserves, correspondence, and vendor tracking are standard. Policy maintenance includes
endorsement and coverages by location as well as comprehensive insurer, insured and re-insurance processing. The
system is user customizable both for single and multiple client installations. Software system product will be
installed on Client -supplied computer hardware and network meeting VOS' specification.
2.
SOFTWARE PRODUCT LICENSES AND COSTS
VOS shall provide to Client the following Software Products at the specified costs listed below.
Qty Item Cost
I VOS Portal California Workers' Compensation Module Server License $30,000.00
Includes compensation rates, state office assignment, employer's first report, SIP annual report, California
Workers Compensation Institute standard and California Legal standard letters, 130+. Dependents and aSHA
200 tracking are also included.
I VOS Portal General Liability Module Server License $20,000.00
Provides multiple claimants per incident tracking.
I Reporter Server License $0
Integrated reports such as SIP Annual report (detail and summary), Loss Control, Loss Triangles, California
Claim Log, and many other California and non-California specific reports.
6 VOS Portal Workers' Compensation User Licenses ($3,500 each $21,000.00
2 VOS Portal General Liability Module User Licenses ($2,500 each $5,000.00
2 VOS Portal Reporter I View Only User Licenses ($1,500 each $3,000.00
I VOS Portal Integrated Laser Check Printing Module, unlimited user license $5,500.00
Provides high quality custom laser printed checks with custom design to be printed using existing laser printer
and stock paper. Includes custom programming to combine multiple payments per check according to City's
specification. Also includes software, custom graphics and signatures for check stock.
I VOS Portal Employee Interface Module $3,500.00
Provides the user with the ability to enter a SSN or Employee number and have vas Portal load employee
information into the claim entry (5020) window. Client will be responsible for extracting the data from the
Payroll I HR database into an ASCII file available to vas Portal or directly into the vas Portal employee table.
vas to provide fileltable specifications.
I VOS Portal Bill Review Company Interface $5,500.00
Custom interface to import medical payment information into vas Portal from diskette. This interface
electronically transfers payment information from most bill review companies systems directly into vas Porta]
for check/voucher issuance. Fees changed by the bill review company will be automatically attached to the
individual claim files and a single check produced to the bill review company. Medical treatment information is
not imported as part of this interface.
1 VOS Portal Commutation Module $2,500.00
Total Software Product (Non-discounted) $96,0000.00
Less Discount - $8,757.00
Total Software Product Cost (Discounted) $87,243.00
The Software Product Cost is billable from VOS to Client on the following schedule:
$15,850 upon agreement execution
$15,850 upon Software Product installation except for Bill Review Company Interface and the
Commutation Module
$39,620 upon "Go Live" as defined within the VOS Software License, Service, and Maintenance
Agreement
$15,923 upon "Final Acceptance" as defined within the VOS Software License, Service, and Maintenance
Agreement
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Client may exercise an option to purchase additional User Licenses at the unit costs specified above for a period of
two (2) years from the execution of this Agreement. Thereafter, Client may purchase additional User Licenses at
VOS' then-current costs.
3.
SCOPE OF SERVICES AND SERVICE COSTS
VOS shall provide to Client the following Services at the specified costs listed below.
Qty Item Cost
I Implementation support services $6,000
Includes five days at Client site for all necessary planning meetings, customization of security system, loading of
custom reference tables, customization of correspondence system, pre-testing, installation and configuration of
vas Portal on Client's supplied hardware and network.
I Training $6,000
Five (5) days of training to be conducted at Client site. For training to be scheduled, the installation of vas
Portal Claims Administration Software must be complete including one workstation per student, one HP LaseIjet
Printer for correspondence, and one printer for check printing.
User training (2 days) (1 WC, I Liability)
Consists of two one-day sessions at Client site. This training covers the basic system functions
including Genera1 Claim information, Payments, Reserves, Diary, Notepad, Work Status,
Correspondence, and Litigation tracking.
At the conclusion of this course, attendees will be able to perform all user-level claims
administration functions available within vas Portal.
This course is intended for Claims Adjusters, Managers and Systems Administrators. System
Administrators must attend prior to the System Administrator training listed below.
System Administrator (2 days)
Consists of a two (2) day session at Client site. Attendees will receive training in payment
processing, security maintenance, communications for remote users and support, and other system
administrator functions.
At the conclusion of this course, attendees will be able to perform the basic functions necessary for
a System Administrator to effectively administer vas Portal.
This course is intended for Systems Administrators who have successfully completed User training
prior to this session and have the computer knowledge to be a Systems Administrator.
Report and Graphics Training (1 day)
Consists ofa one(l) day session at Client site. This training covers relational database theory,
database organization, and custom report and graph design.
At the conclusion of this course, attendees will be able to create and/or modify the existing graphs
and reports to meet the client needs.
This course is intended for any user who is interested in creating or editing the reports and graphs
beyond the standard set provided. Attendees should successfully complete User training prior to this
session.
I Data Conversions (from COMP2000, RiskMaster) $17,000
vas will convert the claim, notepad, diary, payments, reserves transactions, and vendor information from the
existing Client CaMP2000 and RiskMaster claim systems into the vas Portal database system. Client will
provide the payment, reserve, body part, and all other necessary code mappings.
vas will perform data validation checking to ensure that the totals for the converted transactions match the loss
runs and individual claim totals on the existing system. Should the existing database(s) not contain all the
necessary payment or reserve transactions, a single balancing entry will be created for each reserve category.
vas will perform a trial (test) and final conversion.
I Software Product Enhancements identified in Exhibit C, Software Product Enhancements And Implementation $0
Understanding
VOS will pay for all onsite travel expenses necessary to deliver the services specified.
Data Conversion service costs are billable from VOS to Client on the following schedule:
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$8,500 upon Trial (Test) Conversion
$8,500 upon Final Acceptance
Client shall have the option to purchase additional custom programming, implementation, project management, and
business process analysis services on a time and material basis at the rate of $125 / hour for a period of one year
from the Final Acceptance date.
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EXHIBIT B
ESCROW AGREEMENT
VOS and Client, as part of the Valley Oak Systems Software License, Service, and Maintenance Agreement, hereby
agree to establish a source code escrow pursuant to the following terms and conditions.
1.
DEPOSIT
VOS is required to maintain a software escrow agreement with a qualified escrow agent in the business of providing
such software escrow agency services. VOS shall provide to Client a written verification of a software escrow
agreement naming Client as a beneficiary of the terms of this Escrow Agreement signed and dated by an executive
officer of Escrow Agent.
VOS has concurrently herewith deposited with Cornell Law Group ("Escrow Agent"), a copy of the source code
form of the software ("Source Code"), including all relevant commentary, explanations and other documentation of
the Source Code (collectively "Commentary"). VOS also agrees to deposit with Escrow Agent, at such times as
they are made, a copy of all revisions of the Source Code or Commentary encompassing all corrections and
enhancements made to the Software by VOS pursuant to the License Agreement or Maintenance Agreement.
Promptly after any such revision is deposited with the Escrow Agent, both VOS and Escrow Agent shall give
written notice thereof to the Client.
2.
TERM and TERMINATION
This Escrow Agreement shall remain in effect during the term of the Software License, Service, and Maintenance
Agreement between VOS and the Client. Should a Default occur, termination of this Escrow Agreement is
automatic at which time the Escrow Agent shall deliver the Source Code and Commentary to Client.
3.
DEFAULT
A default shall be deemed to have occurred under this Escrow Agreement upon the occurrence of any of the
following:
a.
If VOS has availed itself of, or been subjected to by any third party, a proceeding in bankruptcy in which VOS
is the debtor, an assignment by VOS for the benefit of its creditors, the appointment of a receiver for VOS, or
any other proceeding involving insolvency or the protection of, or from, creditors and same has not been
discharged or terminated without any prejudice to VOS' rights or interests under the Software License, Service,
and Maintenance Agreement within 30 days; or
b.
If VOS has ceased its on-going business operations; or
c.
If any other event or circumstance which demonstrates with reasonable certainty the inability of VOS to fulfill
its obligations to the Client under the Software License, Service, and Maintenance Agreement or this Escrow
Agreement.
4.
NOTICE OF DEF AUL T
Client shall give written notice to Escrow Agent and VOS in the event of a perceived default of this Escrow
Agreement. Unless within seven (7) days thereafter, VOS files with the Escrow Agent its affidavit executed by a
responsible executive officer stating that no such default has occurred or that default has been cured, then the
Escrow Agent shall upon the eighth (8th) day deliver to the Client the entire Source Code and Commentary with
respect to the Software then being held by Escrow Agent.
In the event VOS changes the escrow agent, VOS shall immediately notify Client in writing of the new escrow
agent's identity, address, and contact information. Further, VOS shall provide to Client a written verification of the
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software escrow agreement naming Client as a beneficiary of the terms of this Escrow Agreement signed and dated
by an executive officer of the new Escrow Agent.
5.
TESTS
Upon written notice to VOS and Escrow Agent, Client shall have the right to conduct tests of the Source Code held
in escrow, under the supervision ofVOS, to confIrm that it is the current Source Code for the Software Products
specified in the Software License, Service, and Maintenance Agreement running on Client hardware.
6.
MAILING ADDRESSES
All notices or other communications required or contemplated herein shall be in writing, sent by certified mail,
return address requested, addressed to another party at the address indicated herein or as same may be changed from
time to time by notice hereby given:
VOS:
Valley Oak Systems, Inc.
3189 Danville Blvd, Suite 255
Alamo, CA 924507
Attention: Randy Wheeler
Client:
City of Santa Ana
Risk Management Division
20 Civic Center Plaza, M-28
Santa Ana, CA 92701
Attention: Jeff Stevens, Risk Manager
Current Escrow Agent:
Cornell Law Group
350 Cambridge Avenue, Suite 100
Palo Alto, CA 94306
Attention: Daniel Cornell
7.
ASSIGNMENT
Neither this Escrow Agreement, nor any rights, liabilities, or obligations hereunder may be assigned by Escrow
Agent without prior written consent of the Client and VOS. Such consent shall not be unreasonably withheld.
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EXHIBIT C
SOFTWARE PRODUCT ENHANCEMENTS AND IMPLEMENTATION
UNDERST ANDING
This Exhibit identifies enhancements that are to be made to the software by VOS and describes an understanding of
implementation usage for certain specific requirements as assessed by VOS from previous discussions with Client.
1.
WORKERS' COMPENSATION
a.
Commutation Module
This is a feature that is not currently in the VOS product. VOS will provide this module to Client on or before
June 30, 1999. The specification for this module is the Labor Code description and the existing commutation
formula used by the Client's Workers' Compensation Unit. The cost for this additional module is identified in
Exhibit A.
b.
Average Life Expectancy Chart
This is a feature that is not currently in the VOS product. VOS will provide this information as part of the
delivered system at no additional charge. On the workers' compensation claim window, a new display-only
field will show the average life expectancy, based on the age and sex (if entered).
c.
Payment and Reserve Totals
Ability to selectively total payments by payment or reserve category. The current VOS system provides this
feature.
d.
Cumulative Trauma (CT) Begin Date and CT End Date
This is a feature that is not currently in the VOS product. VOS will provide this feature as part of the delivered
system at no additional charge. Two fields will be added to the claim window for entry of the two fields. Note
that these are separate from the injury date.
e.
PERS Disability Claims Tracking
A separate type of claimant will be defmed and can be included/excluded on any report. PERS Disability claims
would be entered and assigned claims numbers just like regular workers' compensation claims. This capability
is part of the current VOS system.
f.
Secondary Injured Body Part(s)
The injury/illness field allows users to describe multiple injuries and what might be covered/not covered under
workers' compensation. This capability is part of the current VOS system.
g.
Examiner Time Tracking
This is a feature that is not currently in the VOS product. VOS will develop a module that will provide a
window to track time spent on a claim. When a claim is opened, a user can check a box to designate the claim
as one whose time should be tracked. While working on a 'time track' claim, the system will track when the
last claim window has been closed and prompt the user to enter the time spent. At this time, VOS has not
determined an accurate yet workable way for the system to determine the time spent on a claim, given the
interruption level of working claims. VOS will provide this feature as part of the delivered system at no
additional charge.
h.
Check Reconciliation Interface File
On a daily basis, Client prints a batch of claim checks and produces an ASCII Check Reconciliation Interface
File containing check payment information that is used by Client's Treasury Division for check reconciliation.
VOS will provide the ability to create an ASCII Check Reconciliation Interface File on a daily basis in the
following format (subject to change) as part of the delivered system at no additional charge:
Field
Bank Account Number
Check Number
Length
10
10
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Check Amount
Filler (spaces)
Check Cut Date
Filler (spaces)
Trans Code
(no dollar sign or decimal)
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(MMDDYY)
(1 = voided check, otherwise space)
Sample record:
018089800000331509540000028100
120198
The file naming convention shall be BRMMDDYY.WRK where BR are the literal letters "BR", MMDDYY is
the date of the check run, and WRK are the literal letters "WRK."
2.
LIABILITY
a.
Codefendant, Tenders, Employee Tracking
A new VOS contact module will be used to track codefendants, tenders, employee involved, witnesses, and
anyone else involved with a claim. There can be any number of contacts per claim. The following fields would
be tracked for each contact: contact type (employee, witness, etc.), contact name, address 1, address2, city, state,
zip code, tax id, contact first name, contact last name, phone, fax, pager, cellular, email, insurer, attorney,
attorney phone, contribution, and comment. VOS will provide this module as part of the delivered system at no
additional charge.
b.
Certificates of Insurance Tracking System
This is a feature that is not currently in the VOS product. At this time, there is no specification as to the
features or the cost. VOS is interested in developing a specification for this module.
c.
Reportable Severity
This is a feature that is not currently in the VOS product. VOS will provide a check box that the user can check
to identify the claim as reportable as to the severity of the claim (death, quadriplegic, etc.). Any report can
reference this new field. Additionally, when reportable severity is checked, the system will have the capability
to diary any user to notify them that a reportable claim has been entered. VOS will provide this feature as part
of the delivered system at no additional charge.
3.
LITIGA TION
a.
City Council Authority
A specific notepad type, Council Authority, will track the City Council approval dates and amounts. This
capability is part of the current VOS system.
b.
Experts
Tracking of experts by name, address, phone number, pager number, cellular phone number, fax number, email
number, tax id number and specialty (comment field) is part of the current VOS system.
c.
Defense Attorneys
Tracking of attorneys by name, address, phone number, pager number, cellular phone number, fax number,
email number, tax id number and attorney monitoring (comment field) is part of the VOS current system.
d.
Co-Counsel Attorneys
Tracking of co-counsel attorneys by name, address, phone number, pager number, cellular phone number, fax
number, email number, tax id number and who they represent (comment field) is part of the current VOS
system.
e.
Plaintiff Attorneys
Tracking of plaintiff attorneys by name, address, phone number, pager number, cellular phone number, fax
number, email number and tax id is part of the current VOS system.
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f.
Coverage Attorneys
Tracking of coverage attorneys by name, address, phone number, pager number,
number, email number and tax id is part of the current VOS system.
cellular phone number, fax
g.
Demand
VOS will provide demand amount and demand date fields in the litigation module as part of the delivered
system at no additional charge.
h.
Section 998 Offers
VOS will provide the section 998 offer amount and date of the section 998 offers' field in the litigation module
as part of the delivered system at no additional charge.
1.
Arbitration
VOS will provide an arbitration amount field in the litigation module as part of the delivered system at no
additional charge.
J.
Court Information
VOS will provide court location, room/dept., judge, and magistrate fields in the litigation module as part of the
delivered system at no additional charge.
k.
Document tracking- Pleadings
Document information, letter type, letter, and date, both sent and received can be tracked using the
correspondence, notepad, or sticky note capabilities of the system. This capability is part of the current VOS
system.
1.
Document Tracking- Discovery
Document information, letter type, letter, and date, both sent and received can be tracked using the
correspondence, notepad, or sticky note capabilities of the system. This capability is part of the current VOS
system.
m. Document Tracking-Evidence
Tracking of evidence, source, date, type, etc. is not currently in the VOS product. At this time, there is no
specification as to the features or the cost. VOS is interested in developing a specification for this module.
n.
ABACUS Interface
The purpose of this interface was to keep the most current information in both systems synchronized, so users
would not have to switch between systems. ABACUS support has been contacted to determine its capabilities
to import/export information. Initial research identified that ABACUS supports import/export for names and
matters. It supports an add but not an update capability, that is, matters could be transferred from VOS Portal
to ABACUS, but could not be updated once imported. Assuming this constraint, any interface between the two
systems would not serve the ongoing purpose of keeping the systems synchronized. Client is interested in
confirming the interface capabilities of ABACUS and possibly pursuing such integration in the future.
o.
Litigated Claim Definition
For Liability claims, a check box will be used to identify a litigated claim which will automatically be set to be
checked when either a complaint is filed or a summons is served, and the date fields will be entered by the user.
For Workers' Compensation claims, the check box will be set when the notice of representation date field is set.
This capability will be part of the delivered system at no additional charge.
p.
Claimant Representation Indicator
VOS will develop a way for users to know when a claimant is represented by legal counsel when the user
searches for a claimant's claim in the VOS system (both Workers' Comp and Liability). This capability will be
part of the delivered system at no additional charge.
4.
LIABILITY REPORTS
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All reports in VOS Portal can have unlimited capability as to the claims reported. That is, any field on the system
can cause a claim to be included or excluded from any report. Additionally, sub-totals can be provided on any field
in the report, total by department, fiscal year, etc. Due to these unlimited capabilities, the following report
discussion focuses solely on the content of the report and not the selection criteria or sub-totaling.
VOS will create the following five (5) new reports as part of the delivered system at no additional charge:
Attorney Totals
Claims by Claimant Type
Claim Summary Contact
Claim Summary Contact Payment
Claim Summary Contact Financial
The following is a list of Client's existing reports and a description on how they will be addressed in the new
system. Standard VOS Portal reports as documented in the VOS Portal User Reports Book provided to Client are
referenced. Any modifications VOS will make to such reports are described below.
a.
Audit BICEP Claims
VOS will add the denied checkbox and received date (claim date) to the Claim Summary report as part of the
delivered system at no additional charge.
b.
Audit Checks against DPV log
Client will use the Check Register that is part of the current VOS Portal system.
c.
Claim Register
Client will use the updated Claim Summary report described in section "a." above.
d.
Claim Coverage by Claim Type
VOS will create a new report named "Claims by Claimant Type", which will be the same as the existing
"Claims by Body Part", except the totals will be by Claimant Type not Body Part. The open count, closed
count, payment amount, and payment percentage will be added to the new report. The new report will be part
of the delivered system at no additional charge.
e.
Year Totals
This report is used to extract summary information to send to ARMTech for actuarial work for Client and the
Big Independent Cities Excess Pool (BICEP). The system has an ARMTech export feature specifically
designed to extract claims information for easier processing by the actuary. This extract is part of the current
system. For a printed report, Client will use the updated Claim Summary report described in section "a."
above, with a 'no detail' option. Claims can be displayed by choosing open-denied, open-litigated, closed-
denied and/or closed-litigated statuses.
f.
Year Totals By Department
Client will use the Claim Summary report that is part of the current VOS Portal system
g.
Monthly Closed Claims Report
VOS will create a new report named "Claim Summary Contact Payment". The format will be the same as the
sample report provided by Client, except multiple claimant names will not be listed, as multiple claimant names
are not part of the current VOS Portal system. Claimant type, loss type, location description, total paid, and age
at time of injury will also be added. The new report will be part of the delivered system at no additional charge.
h.
Monthly Closed Claims Report- Public Works
Client will use the new report named "Claim Summary Contact Payment". Refer to section "g." above for
details.
1.
Monthly Closed Claims Report- Police Department
13
8
vas Software License, Service, a'Maintenance Agreement
Client will use the new report named "Claim Summary Contact Payment." Refer to section "g." above for
details.
J.
Non-Litigated Open Claims Report
Client will use a new report named "Claim Summary Contact", same as section "g." above; however, payments
are removed. Whether or not a claim is denied can be displayed. This new report will be part of the delivered
system at no additional charge.
k.
Santa Ana Detention Facility
Client will use the new report named "Claim Summary Contact Payment." Refer to section "g." above for
details.
1.
Public Works Quarterly Liability Report
During a previous meeting between VOS and Client, this report was removed from being a system requirement.
m. Destruction List
Client will use the Claim Log that is part of the current VOS Portal system.
n.
Liability Claims $25K or Greater
Client will use the Claim Summary that is part of the current VOS Portal system.
o.
Liability Claims for 1997
Client will use the Claim Summary that is part of the current VOS Portal system, and VOS will add a loss type
field. Multiple claimant names would not be listed, as multiple claimant names are not part of the system. The
new report will be part of the delivered system at no additional charge.
p.
Checks Paid by Type
Client will use the Payment Total that is part of the current VOS Portal system. The report will be set to run
without detail.
q.
City Vehicle Accidents
Client will use the new report named "Claim Summary Contact Payment". Refer to section "g." above for
details.
r.
Liability Claims Against Officer
Client will use the new report named "Claim Summary Contact Payment". Refer to section "g." above for
details.
s.
Plaintiff Attorney Claims
Client will use a new report named "Attorney Totals". The content of the report will be the same as the sample
report provided by Client.
t.
Audit Police Claim Types
Client will use the Claims by Incident Type that is part of the current VOS Portal system. Expenses and
payments can be shown separately plus added together and displayed as one number on this report.
u.
Claims Involving Tree Maintenance
Client will use the new report named "Claim Summary Contact Payment". Refer to section "g." above for
details.
v.
Liability Claims for Parks & Civic Center
Client will use the new report named "Claim Summary Contact Payment". Refer to section "g." above for
details.
w. Police Excessive Force Claims
14
8
vas Software License, Service, alMaintenance Agreement
Client will use the new report named "Claim Summary Contact Payment". Refer to section "g." above for
details.
x.
Police Liability Claims - K 9
Client will use the new report named "Claim Summary Contact Payment". Refer to section "g." above for
details.
y.
Trip & Fall on Uneven Sidewalk
Client will use the new report named "Claim Summary Contact Payment". Refer to section "g." above for
details.
z.
New Report
VOS will create a new report named "Claim Summary Contact Financial" which will be the same report as the
new "Claim Summary Contact Payment" report (refer to section "g.") except that it will include claim reserves.
15
8
vas Software License, Service, a'Maintenance Agreement
EXHIBIT D
SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT
("MAINTENANCE AGREEMENT")
CITY OF SANTA ANA
20 Civic Center Plaza M-28
SANTA ANA, CA 92701
(714) 647- 5470
hereafter referred to as "Client," and Valley Oak Systems, Inc., a California Corporation, located at:
3189 DANVILLE BLVD. SUITE # 255
ALAMO, CA 94507
hereafter referred to as "VOS" in consideration of the promises made herein and intending to be legally bound,
agree as follows:
1.
RECITALS
Client is the licensee of Software Products owned and developed by VOS and listed in Valley Oak Systems
Software License, Service, and Maintenance Agreement, Exhibit A, Software Product Licenses and Services Costs.
This Agreement establishes that VOS will provide maintenance and support services to Client under the terms and
conditions of this Agreement.
2.
MAINTENANCE AND SUPPORT SERVICE
a.
VOS agrees to provide the technical support services necessary to remedy any operational difficulties
attributable to the following software products in the VOS Portal Claims Management System for Windows:
1. Software Products identified in Valley Oak Systems Software License, Service, and Maintenance
Agreement, Exhibit A, Software Product Licenses and Services Costs.
ii. Software Product Enhancements identified in Valley Oak Systems Software License, Service, and
Maintenance Agreement, Exhibit C, Software Product Enhancements and Implementation Understanding.
b.
VOS agrees to provide unlimited phone support from 8:00 AM to 6:00 PM Pacific Time on weekdays except
Client holidays.
c.
VOS agrees to provide periodic product updates and upgrades to the products listed in 2a. Upgrades and
updates to the products shall include bug fixes, standard product enhancements, and State of California
jurisdiction Workers' Compensation and General Liability business rule updates. The frequency and timeliness
of the updates and upgrades shall be reasonably based on the seriousness of bugs / problems reported by Client
and the lead time required for compliance with State of California jurisdiction business rules.
3.
PROPRIETARY RIGHTS
Client acknowledges and agrees that corrected software and associated documentation remain the property of VOS
and constitute a trade secret ofVOS software.
4.
ACCESS TO DATA AND COMPUTER
Client, at its own expense may install and maintain a modem, remote access software, and telephone line for VOS'
use to assist in providing support services. VOS shall coordinate with Client to be granted access to provide
technical support services.
16
8
vas Software License, Service, aaaintenance Agreement
5.
TERM AND TERMINATION
a.
This Maintenance Agreement shall commence 90 days after "Final Acceptance" as defined in the Valley Oak
Systems Software License, Service, and Maintenance Agreement and remain in effect for a period of one year
(365 days). Upon expiration, this Maintenance Agreement shall be automatically renewed each year for a
period of one year (365 days), unless terminated by either party with written notice to the other party not less
than 90 days prior to the current year's expiration. During such 90 day period, VOS shall continue the
responsibilities and obligations pursuant to this Maintenance Agreement.
b.
This Maintenance Agreement may be terminated at any time after 60 days notice by VOS in the event of any
failure on the part of Client to pay the maintenance fee provided for hereunder after an initial 30 days notice
that the maintenance fee is delinquent.
c.
In the event of termination, a refund equal to the remaining prorated Maintenance Agreement price (i.e.:
Maintenance Agreement price paid by Client divided by 12 times the number of remaining months) shall be
paid to Client within 60 days. Because of the 90 day termination notice requirement, no refunds will be made if
there is only 90 days or less remaining on the Maintenance Agreement period at the time of termination.
d.
Clients' remedy for VOS' breach of this Maintenance Agreement shall be a prorata refund of any portion of the
advance maintenance fee which has not been used. Said refund will be calculated on a monthly basis. Total
Maintenance Agreement price divided by 12 equals the monthly rate times the months remaining. Partial
months will be calculated at the mathematical equivalent of a daily rate (monthly rate divided by 30 days).
6.
FEES AND CHARGES
The fee for the maintenance and support services provided for herein shall be $14,400.00, payable in advance of
each one year period. The first year's fee shall be billable to Client 90 days after "Final Acceptance."
It is hereby agreed that the renewal rate for this Maintenance Agreement shall either be the same as the current
year's rate or at an increase not to exceed the United States Consumer Price Index (CPI).
7.
COSTS NOT INCLUDED IN THIS AGREEMENT
Services provided to Client outside of the scope of this Maintenance Agreement shall be billable to Client on a time
and materials basis at the rate identified in the Valley Oak Systems Software License, Service, and Maintenance
Agreement, Exhibit A, Software Product Licenses and Services Costs, or if after "Final Acceptance," at VOS' then
current service and support rates. Client shall also pay any reasonable travel expenses incurred by VOS for
delivering such services.
8.
TAXES
Client shall be responsible for all taxes, if any. Such taxes may include, but not be limited to, sales or use taxes,
fees, or duties imposed by federal, state, local, or other governments or governmental entities on or with respect to
the services rendered or property provided by VOS pursuant to this Maintenance Agreement.
9.
DELAYS
VOS shall not be liable for any delay in performance directly or indirectly resulting from acts of Client, its agents,
employees, or subcontractors or causes beyond the control ofVOS. "Causes beyond the control ofVOS" include,
but are not limited to: acts of God; acts of a public enemy; acts of the United States or the District of Columbia, any
State or Territory of the United States, or any of their political subdivisions; fire; flood; epidemics; quarantine
restrictions; strikes, civil commotion, or revolution; freight embargoes; or unusually severe weather conditions.
17
8
vas Software License, Service, a'Maintenance Agreement
10.
ENTIRE AGREEMENT
This Maintenance Agreement constitutes the entire agreement of the parties and the terms and conditions stated
herein supersede all prior agreements between the parties relating to the subject matter of this Maintenance
Agreement.
11.
MODlFICA nONS TO AGREEMENT
VOS and Client may amend this Maintenance Agreement in writing if mutually agreeable by both parties.
12.
ATTORNEYS' FEES
If any legal action is necessary to enforce the terms of this Maintenance Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. This
provision shall be construed as applicable to the entire Maintenance Agreement.
13.
PARTIES BOUND
This Agreement shall be binding on and inure to the benefit ofVOS and Client and their respective successors and
any approved assignees.
14.
NOTICES
Any notices or reports required by this Maintenance Agreement to be given by one party to the other party shall be
made in writing to that party at the address shown at the beginning of this Maintenance Agreement or at any other
address that may be designated in writing from time to time by that party.
15.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the
event legal action is required, the venue for such action shall be Orange County, California.
18
.
vas Software License, Service, a,.l,aintenance Agreement
IN WITNES%WHEREOF, the parties hereto have executed this Agreement on this the I (ç J--dayof
1~1CZ.t¿ ,1999.
ATTEST:
CITY OF SANTA ANA
a municipal corporation of the
State of C . ornia
-~
an' c C. Guy
~ CI rk of the Council
APPROVED AS TO FORM:
~~~.~
ßr Joseph W. Fletcher
City Attorney
Valley Oak Systems, Inc.
.(Lç~I/J:awk:iL
Randy Wh~r
President
Tax ID# 6 Y . 0 3..3 I ] 63
RECOMMENDED FOR APPROVAL:
c
. ~.~ \
,'¡) t.---
'j (IC)
'f
19
A CORP.
CERTIFICA
OF LIABILITY IN SURA
DA TE (MM/DDIYY)
07/30/2002
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
PRODUCER
Kurl & Jordan Ins. Agcy.
1818 Catalina Ct.
Livermore, CA. 94550
i~ ?,~) 60 6 - 7 7 13
INSURED Valley Oak Systems,
Inc.
INSURER A:
United States Liabilit
Safeco
Mt. Vernon Fire
3189 Danville Blvd.
Alamo, CA 94507
INSURÉRC..
SURER D:
INSURER E:
COVERAGES N
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSI!J 0 TO T íNSûREŒNAMED ABÖVE FOR THE POLICY PERIOD INDICATED. N01WITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTfi1ËRDOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I~~. u-n~;OF;~~URANCE POLICY NUMBER ~A~E YM'¡,\'/~~rAVE
GENERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE ŒJ OCCUR
LIMITS
A
PPPI000316-C
07/28/02
07/28/03
MED EXP (Anyone person)
PERSONAL & ADV INJURY
$1,LQO~j)QCL .
$25,000
$1,000 .
$1,000,000
$1,000,000
$1,000,000
EACH OCCURRENCE
, FIRE DAMAGE (Anyone fire)
-----
GENERAL AGGREGATE
PRODUCTS-COMP~PAGG
lOC
COMBINED SINGLE LIMIT
(Ea accident)
$1,000,000
BODILY INJURY
(Per person)
02-CC-870022-4
02-CC-870022-5
09/10/01
09/10/02
09/10/02
09/10/03
BODILY INJURY
(Per accident)
--I ---_..__._~
PROPERTY DAMAGE
(Per accident)
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
ANY AUTO
_.----,--
OTHER THAN
AUTO ONLY
EA ACC $
AGG $
: EXCESS LIABILITY
X OCCUR D CLAIMS MADE
EACH OCCURRENCE
AGGREGATE
$2,000,00.Q.
$4, OOO~O
$
DEDUCTI BlE
, RETENTION
XL131673-C
(over Gen.
07/28/02
07/28/03
C I
Liab. )
WORKERS COMPENSATION AND
, EMPLOYERS' LIABILITY
OTHER
E.l. DISEASE - EA EMPLOYEE $
E.l DISEASE - POLICY LIMIT $
'--
A I Prof.
Liability
PPPI000316
07/28/02
07/28/03
DESCRIPTION OF OPERA TIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
¡"-.j. i'-" 1
Certificate holder is named as an additional
insure~-
j :i::,'" ".'
10/93.
.. -.' .-,--" ~..__...-.._-~.
r)~. 1
~. :~' ( , i t "-
,'\ t 1(', r'j)I..~Y
CERTIFICA TE HOLDER
I ADDITIONAL INSURED; tNSURER LETTER:
CANCELLATION
City of Santa Ana
Jeff Stevens - Risk Mgr.
20 Civic Center Plaza
Santa Ana, CA. 92701
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRE
<õ>ACORD CORPORATION 1988
ACORD 25-S (7/97)
-, .. ...
8
8
POLICY NUMBER: PPPIOOO316-C
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
ADDITIONAL INSURED-OWNERS, LESSEES OR
CONTRACTORS (FORM B)
THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE
NAME OF PERSON OR ORGANIZATION:
The City of Santa Ana, its officers, agents, employees and volunteers
20 Civic Center Plaza
Santa Ana, CA. 92701
(If no entry appears above, information required to complete this endorsement will be shown in
the declarations as applicable to this endorsement.)
Who is an insured (Section II) is amended to include as an insured the person(s) or
organization(s) shown in the schedule, but only with respect to liability arising out of your
ongoing operations for that insured by or for you.
/\?PROV
N-., TO FORNI
~-- <----....----".---..-..--"-'"
, , . :,' '-: : '¡,' .~'\ .\'
'" -,,"');~', {'¡tv A tOíiìC-V
",--, \.'- \ "'.' . ,
CG2010 1093
Copyright, Insurance Services Office, Inc. 1996
Page I of I
ACORQM CERTIFiCAtE OF LIABILITY INS*NCE I DATE (MM/DDIYY)
09/27/2002
PRODUCER (650)341-4484 FAX (650)341-4465 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Business Professional Ins. Assoc. Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1519 South B Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
San Mateo, CA 94402 INSURERS AFFORDING COVERAGE
INSURED Valley Oak Systems Inc. INSURER A: AIG American International Co.
3189 Danville Blvd. #100 INSURER B:
Alamo, CA 94507 INSURER c:
INSURER D:
I INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I~ TI~ TYPE OF INSURANCE POLICY NUMBER P~l"+E Y ~~igD~E
GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY
CLAIMS MADE D OCCUR
LIMITS
EACH OCCURRENCE $
FIRE DAMAGE (Anyone fire) $
MED EXP (Anyone person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
GEN'L AGGREGATE LIMIT APPLIES PER:
PRO-
JECT
AUTOMOBILE LIABILITY
ANY AUTO
LOC
HIRED AUTOS
NON-OWNED AUTOS
COMBINED SINGLE LIMIT $
(Ea accident)
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $
(Per accident)
ALL OWNED AUTOS
SCHEDULED AUTOS
GARAGE LIABILITY
ANY AUTO
EXCESS LIABILITY
OCCUR D CLAIMS MADE
EACH OCCURRENCE
AGGREGATE
AUTO ONLY - EA ACCIDENT $
EA ACC $
AGG $
$
$
$
$
$
OTHER THAN
AUTO ONLY:
DEDUCTIBLE
RETENTION
$
58 96 CALIFORNIA
55 88 - MICHIGAN
57 16 - PENN / FL
10/16/2002
10/16/2003
$
E:L DISEASE - EA EMPLOYE $
1,000,000
1,000,000
1,000,000
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
A
EL. DISEASE - POLICY LIMIT $
OTHER
DESCRIPTION OF OPERATIONS/LOCATlONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
roof of Insurance
~.p~! l""\ \;'1' 'r\"
~~
Deputy ( Atwrnc:v
._~--~-_..
CERTIFICATE HOLDER
ADDITIONAL INSURED; INSURER LETTER:
CANCELLATION
City of Santa Ana
Attn: Jeff Stevens Risk
20 Civic Center Plaza
Santa Ana, CA 92901
Manager
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
--1L DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
~~~
@ACORD CORPORATION 1988
Debbie U land22/SANDEE
ACORD 25-S (7/97)
FAX:
(714)647-5311
~
CERTIFICATE OF LIABILITY INSURANCE
I
PRODUCER (650)341-4484
Business Professional
1519 South B Street
San Mateo, CA 94402
FAX (650)341-4465
Ins. Assoc. Inc.
DATE (MM/DDIYYYY
08/25/2004
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO rHE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDIN
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICArE MAY BE ISSUED OR
MAY PERrAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL rHE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR D~~ TYPE OF INSURANCE POLICY NUMBER p~.Hi~ EFFECTIVE POLICY EXPIRATION
GENERAL LIABILITY 3582-10-16 PLE 07/28/2004 07/28/2005
X COMMERCIAL GENERAL LIABILITY
I CLAIMS MADE 0 OCCUR
INSURED Valley OaK Systems Inc.
5000 Executive Pkwy., Suite
San Ramon, CA 94583
INSURERS AFFORDING COVERAGE
INSURERA' Federal Insurance/Chubb Ins.
INSURER S Grani te State Ins. CO
INSURER c:
A-I'ffl-o°3
340 A- ;;\041.-0.35
"l'~ooa-o(,9
INSURER D:
INSURER E:
A
LIMITS
EACH OCCURRENCE $
DAMAGE TO RENTED $
MED EXP (Anyone person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
A
GEN'LAGGREGATE LIMIT APPLIES PER
I POLICY n ~f8T n LOC
AUTOMOBILE LIABILITY
- ANY AUTO
X ALL OWNED AUTOS
-
SCHEDULED AUTOS
tx HIRED AUTOS
rx- NON-OWNED AUTOS
r-
r-
PROPERTY DAMAGE
{Per accident)
7499-64-69 07/28/2004
07/28/2005
COMBINED SINGLE LIMIT
(Eaaccident)
BODILY INJURY
(Per person)
BODILY INJURY
(Per accident)
'LQ I) otf¿ 1'/2-
t7 "':;:;X\V L 7
GARAGE LIABILITY
R ANY AUTO
EXCESS/UMBRELLA LIABILITY
::=I OCCUR D CLAIMS MADE
I DEDUCTIBLE
Xl RETENTION $ 10, DOC
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
8 ~~I~~~~~~~~~~~I~5~giECUTIVE
If yes, describe under
SPECIAL PROVISIONS below
..OTHIiI' 1. b'l'
~rotessiona Lla 1 lty
A
A
AUTO ONLY - EA ACCIDENT .
OTHER THAN EAACC S
AUTO ONLY: AGG $
7983-41-70 07/28/2004 07/28/2005 EACH OCCURRENCE S
AGGREGATE .
EXCLUDES PROFESSIONAL S
LIABILITY .
S
CA we 311-14-75 10/16/2003 10/16/2004 X I we STATU. IOJ~'
PA/FL WC 311-12-24 E.L EACH ACCIDENT S
MI/MD WC 311-12-23
E.l. DISEASE - EA EMPLOYE $
E.l. DISEASE - POLICY LIMIT $
$3,000,000
$50,000 Deductible
3582-10-16 07/28/2004 07/28/2005
(EXCLUDED FROM EXCESS
LIABILITY POLICY)
L.RESCRlPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
~he City of Santa Ana, its officers, agents, employees, and volunteers
'n respects to insureds business operations.
NAIC#
1,OOO,OO~
300,OO~
10. OO~
1,000,001
2,OOO,OO(
2,OOO,OOC
.
1,OOO,OO~
S
S
S
3,000,OO~
3,OOO.OO~
1,OOO,OO(
1,000,00
1,OOO,OO~
are named as Additional Insureds
dditional Insured applies to General Liability policy only
~10 day notice of cancellation for non payment of premium shall apply.
nl="
"'''I''~, tATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL JCr8:X~ MAIL
JL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
~JWOOöiXlJOOOOO()(j (III~XX
1IIOOOOIIOOIU:~Jt)(XiICIIIItJIIIIKJIi!'6"'~XXXXXXXX
City of Santa Ana
Jeff Stevens- Risk Mgr.
20 Civic Center Plaza
Santa Ana, CA 92701
AUTHORIZED REPRESENTATIVE
Debbie UDland/SANDEE
~~-
@ACORD CORPORATION 1988
ACORD 25 (2001/08)
rW}
,
COMMERCIAL GENERAL LIABILITY
Valley Oak Systems Inc.
Policy Number 3582-10-16-PLE
Federallnsurance/Chubb
ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS
(FORM B)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Person or Organization:
The City of Santa Ana, its Officers, Agents, Employees, and Volunteers.
(If no entry appears above, information required to complete this endorsement will be shown in the
Declarations as applicable to this endorsement)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown
in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that
insured.
SUCH INSURANCE AS IS AFFORDED BY THE GENERAL LIABILITY POLICY
IS PRIMARY INSURANCE AND NO OTHER INSURANCE OF THE ADDITIONAL INSURED
WILL BE CALLED UPON TO CONTRIBUTE TO A LOSS.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
CG 2010 1093
~~l ?,,f, 2!2-
:/ OJV {C /
ACOBa, CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYVY)
11/03/2005
PRODLfcER (6~0)341-4484 FAX (650)341-4465 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Business Professional Ins. Assoc. Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1519 South B Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
San Mateo, CA 94402
INSURERS AFFORDING COVERAGE NAIC#
INSURED Va 11 ey Oak Systems Inc. A- \(\QC\ -00"3 INSURER A Federal Insurance/Chubb Ins.
5000 Executive Pkwy., Suite 340 A-UXl',;, ~oas INSURER 8: Granite State Ins. Co
San Ramon t CA 94583 '" . '2.~ -OlD'i INSURER c:
INSURER 0:
A . 2COS - 012- INSURER E:
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANOING
ANY REQUIREMENT. TERM OR CONDITION OF ANY CQNTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
t,Nii: !l,'1,9;~ TYPE OF INSURANCE POUCY NUMBER POLICY EFFECTIVE PRi:!fl EXPIRATION LIMITS
GENERAL LIABILITY 3582-10-16 PLE 07/28/2005 07/28/2006 EACH OCCURRENCE $ 1,000,000
e-
X COMMERCIAL GENERAL LIABILITY DAMAGE I9~~ENTED $ 1,000,000
.j CLAIMS MADE m OCCUR MED EXP (Anyone person, $ 10,000
A PERSONAL & ADV INJURY $ 1,000,000
e-
e- GENERAL AGGREGATE $ 2,000,000
M'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $ 1,000,000
(nPRO- n
POLICY JECT LOC
~TOMOBILE LIABILITY 7499-64-69 07/28/2005 07/28/2006 COMBINED SINGLE LlMIT
(Eaaccidenti $
ANY AUTO 1,000,000
f-cc-
0- ALL OWNED AUTOS BODlL Y INJURY
$
SCHEDULED AUTOS (Per person)
A 7
HIRED AUTOS BODILY INJURY
'x $
NON-OWNED AUTOS (Per accident}
--"-
PROPERTY DAMAGE $
{Per accident)
~RAGE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
~ESSfUMBRELLA LIABILITY 7983-41-70 07/28/2005 07/28/2006 EACH OCCURRENCE $ 3,000,000
OCCUR D CLAIMS MADE AGGREGATE $ 3,000,000
A EXCLUDES PROFESSIONAL $
~ DEDUCTIBLE LIABILITY $
X RETENTION $ IO,OOl $
WORKERS COMPENSATION AND CA WC 184-37-90 10/16/2005 10/16/2006 X I :';~,ST~T.~;, I IOJb'-
EJ,IIPUW~-'!S' I.IABIUTY MI WC 184-40-07 1,000,000
B ANY PROPRIETORlPARTNERfEXECUTIVE E_L. EACH .A_CCIDENT $
OFFICER/MEMBER EXCLUDED? ALL OTHER STATES - E.L. DISEASE - EA EMPLOYEE $ 1,000,000
If yes, desc:rioo under WC 184-34-39 1,000,000
SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $
OT",!,: Li abi 1 ity 3582-10-16 07/28/2005 07/28/2006 $3,000,000
Pro essional
A (EXCLUDED FROM EXCESS $50,000 Deductible
LIABILITY POLICY)
Ir~ESCRIPTlON OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT J SPECIAL PROVISIONS are named as Additional Insureds
he City of Santa Ana, its officers, agents, employees, and volunteers
n respects to insureds business operations.
~dditional Insured applies to General Liability policy only
'10 day notice of cancellation for non payment of premium shall apply.
COVERAGES
CERTIFICATE HOLDER
C
City of Santa Ana
. Jeff Stevens- Risk Mgr.
20 Civic Center Plaza
Santa Ana, CA 92701
'ROYED AS 1'0 l'
~~;if/~
1t City Attnr'i'
L
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KINO UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTAllVE
QQ,,~
ACORD 25 (2001/08)
@ACORDCORPORATION 1988
COMMERCIAL GENERAL LIABILITY
Valley Oak Systems Inc.
Policy Number 3582-1Q-16-PLE
Federallnsurance/Chubb
ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS
(FORM B)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Person or Organization:
The City of Santa Ana, Its Officers, Agents, Employees, and Volunteers.
(if no entry appears above, information required to complete this endorsement will be shown in the
Declarations as applicable to this endorsement.)
WHO IS AN INSURED (Section 11) is amended to include as an insured the person or organization shown
in the Schedule. but only with respect to liability arising out of your ongoing operations performed for that
insured.
SUCH iNSURANCE AS IS AFFORDED BY THE GENERAL LIABILITY POLICY
IS PRIMARY INSURANCE AND NO OTHER INSURANCE OF THE ADDITIONAL INSURED
WILL BE CALLED UPON TO CONTRIBUTE TO A LOSS.
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY
CO 20101093
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i\ ~JlSU:J;1l City Atlor:1ey