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Home My WebLink AboutCOMPULINK MANAGEMENT CENTER INC. 1C -2002 ;.. -, . .' ..., -::J .c- " -,7{ L-~)..~ - -=<;, _."l....-.) . .. AMENDM~T TO LASERFICHE AGREEMENT A-2002-032 ,/ ;/,,<- THIS AMENDMENT, made and entered into this ~ day of December 2002, by and between Compulink Management Center, Inc. hereinafter ("Licensor") and the City of Santa Ana, a charter city and municipal corporation of the State of California hereinafter ("Licensee"), collectively referred to herein as "the Parties". REC.!IALS A. The Parties entered into that certain agreement, number A-2002-032, entitled "LaserFiche" dated May 3, 2002, hereinafter referred to as "said Agreement", for the provision of various computer software licenses and services; B. The Parties hereto now desire to amend Section I License, and add Section 14.1 to said Agreement in order to provide additional services to City under original terms of said Agreement. WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all of the terms and conditions of said Agreement as hereby amended, the parties hereto do hereby agree as follows: I. Section 2. License of said Agreement is hereby amended to include the following: (I) w '" c:: ~8i::3J -'~ u::t5t5y u,o, \ az z '- Zc:t:::<I:: :::J";:) o c.... 0::::.-.9 o~ w>-:::> \ u , u <( CZl u... t<"\ :i:2:~ 0 c:t:::::::s::::-.J ::::s::::.. =>c:::j::: a::W v:loz ~~ ~3::::> c...;>Cl In addition to the Sales Orders in said Agreement, Licensee shall also pay Licensor amounts specified in and for the Software and services listed in Exhibit A, LaserFiche Clerk Project Software and Service Schedule, attached hereto and incorporated herein by reference. Payment terms for the Software and services specified in Exhibit A shall be as follows: Items I - 17 may be billed 50% upon Software delivery and successful installation and 50% upon "Clerk System Acceptance" as defined herein. Item 19 may be billed 25% just prior to start of services and 75% upon "Clerk Backfile Scan Acceptance" as defined herein. Licensee shall pay Licensor for services listed in Exhibit A on a Net 30 day terms from receipt of qualified billable invoices and subject to the terms and conditions set forth in this amendment. -2- lL. a. "Clerk System Acceptance" is defined as successful configuration of Software to meet the Clerk's Office business requirements (includes index template definition) and operation without integrity issues. Licensee will provide Licensor a signed statement upon "Clerk System Acceptance." The LSAP (Support) effective start date shall commence upon "Clerk System Acceptance." v b. "Clerk Backfile Scan Acceptance" is defined as successful completion of Exhibit A, Item 19, Backfile Scan Service. Licensee will provide Licensor a signed statement upon "Clerk Backfile Scan Acceptance." c. Option to Purchase Additional Software. Licensee may purchase additional quantities of Software at prices not to exceed those listed in Exhibit A for a period of sixty (60) months from the execution date of this Agreement Amendment. Licensee also has the option to apply the cost paid for the LaserFiche Standard Server product toward the LaserFiche Enterprise Server product (multi-database) in the future. 10f4 d. LSAP ReneWalle. Licensor may not increase the LSJ annual support rate more than 5% annually. e. Contact and Mailing address. The authorized Licensee contact pursuant to this amendment is specified in Exhibit A. All invoices and correspondence pursuant to this amendment should be directed to this contact or her designee. 2. Said Agreement is hereby amended to include the following: 14.1 I nsurance. Prior to undertaking performance of work under this Agreement, Licensor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Licensor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Licensor'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$I,OOO,OOO per occurrence. Licensor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Licensor, if Licensor 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, Licensor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Licensor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Licensor pursuant to this section: (i) Licensor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or 20f4 reduced in c.rage or changed in any other materia~pect without thirty (30) days prior written notice to the City. f. If Licensor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Licensor's right to be paid for its time and materials expended prior to notification of termination. Licensor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 2. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to said Agreement the date and year first above written. ATTEST: ATRICIA E. HEALY Clerk of the Council CITY OE.SANTA A APPROVED AS 0 FORM: Compulink Mang enter, Inc. Mike Vigliolta, Deputy City Attorney Q/'. J very ice President, Sales )i ~~;;I 30[4 . Exhibit A LaserFiche Clerk Project Software and Service Price Schedule . I. Licensee Contact: City of Santa Ana Clerk of the Council, MIS M-30 20 Civic Center Plaza Santa Ana, California 92701 714-647-5235 2. Price Schedule. f!~llct No. P~llct NlIme . Quantity Unit Pr!!:I rtaI Price 1 ~30 LF Standard Server 1 $6,000.00 $6,000.00 2 S3B LF Standard Server LSAP 1 (1 vear) $1,200.00 $1,200.00 j F LF Full User 3 $500.00 $1,500.00 q FB LF Full User LSAP 3 (1 vear) $100.00 $300.00 5 R LF Retrieval User 5 $200.00 $1000.00 6 RB LF Retrieval User LSAP 5 (1 year) $40.00 $200.00 7 PS LF Snapshot' 8 $0.00 $0.00 8 PM LF Email PluQ-in 8 $0.00 $0.00 9 PSB LF Snapshot LSAP' 8 (1 year) $0.00 $0.00 10 PMB LF Email Plug-in LSAP' 8 (1 year) $0.00 $0.00 11 ::IF-1 QF- ScanConnect 1 $165.00 $165.00 12 7830 WebLink - Server: new server 1 $7,995.00 $7,995.00 13 7830UB WebLink LSAP 1 (1 vear) $1,590.00 $1,590.00 14 7840 LF Plus Plug in - Server: new 1 $3,795.00 $3,795.00 server 15 7840UB LF Plus Plug in LSAP .!.~~ $1,590.00 $1,590.00 16 999 Market development discounT' 1 -$3,500.00 -$3,500.00 . .. 17 665 VIP Support 1 $12,000.00 $12,000.00 14 days onsite services including training, consulting, implementation services, & support - scheduled as mutuallv aoreed $33.835~OO 18 Sub-total 19 666 Backfile Scan Service' 1 $12,800.00 $12,800.00 20 iTotal: ._--~- $46.635.00 Licensee will pay California State sales and use tax and reasonable shipping and handling expenses. 1 LF Snapshot and Email. Licensor will provide a license for LaserFiche Snapshot and Email software modules and LSAP support at no charge for each LaserFiche Full User or Retrieval User license purchased. This applies to subsequent purchases as well. 2 Backfile Scan Service. Licensor will scan and index, onsite at Licensee's office, back files from the City Clerk's office as discussed in previous onsite meetings between Licensor and Licensee. There are approximately 202 books containing Minutes, Resolutions, Ordinances, and other legislative and support documents. Paper sizes vary including 8.5" xII", 8.5" x 14", 10" x 15.5", Il"x 18", and some others. Most books are not bound, but several are; Licensor will unbind as necessary. Licensee will provide office space, and Licensor will provide scanning and necessary computer equipment to accomplish this service. 4 of4 ACORD~ CERTIFIC COMPULMGM OF LIABILITY INSU DATE (MM/DDIYYYVJ 03/27/03 THIS CERTIFICATE IS ISSUED AS A MA TIER 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. NCE PRODUCER- ~ John Burnl1~')1lnsutance Svcs. 2415 Campus Drive, Suite 200 Irvine, CA 92612 949 833-2462 Compulink Management Center Christina Castenada; 3545 Long Beach Blvd. #110 Long Beach, CA 90807 INSURERS AFFORDING COVERAGE INSURER A st. Paul Fire and Marine Ins. Co. INSURER B INSURER c. INSURER D INSURER E: NAIC# INSURED COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVIJITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WI-IICH 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. ~ ~ TYPE OF INSURANCE POllCY NUMBER pJ>1-~~r.i~r68~.E Pg~fl t~'U;~~N A ~NERAllIABILlTY TE06100575 01/06/03 X COMMERCIAL GENERAL LIABILITY I CLAIMS MADE ~ OCCUR LIMITS 01106t04 MED EXP (Anyone person) $1 000 000 $250 000 $10000 $1 000 000 $2 000 000 $2 000 000 EACH OCCURRENCE I ~~~~~~J9,,~ENIEDen '^' A ~'L AGGRE~E.L1MIT AP~S PER I POLICY I I r;r8i I I LOC ~TOMOBILE LIABILITY _ ANY AUTO ~ ALL OWNED AUTOS _ SCHEDULED AUTOS ~ HIRED AUTOS ~ NON-QWNED AUTOS PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COM PlOP AGG TE061 00575 01/06/03 01/06/04 COMBINED SINGLE LIMIT (Eaaccident) $1,000,000 BODILY INJURY $ (Per person) BODILY INJURY $ (Per accident) PROPERTY DAMAGE $ (Peraccidenl) . AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY AGG $ EACH OCCURRENCE $ AGGREGATE $ $ $ $ I T~2yS~~~~<: I IOJ~- E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ nRAGE LIABILITY H ANY AUTO ~ESSIUMBRELLA LIABILITY U OCCUR D CLAIMS MADE I DEDUCTIBLE ---i ~ETENTtON $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERfMEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS ".U 1.;, \'" ()j(M : ~---------_... ;,.." CERTIFICATE HOLDER UJfll;;j CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Santa ana - Police Department DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ---30...- DAYS WRITTEN Alln: Bob Faster NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL 60 Civic Center Plaza IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Santa Ana, CA 92702 REPRESENTATIVES. A~~R1ZED REPRESENTATIVE fl,~~ ACORD 25 (2001/08) 1 of 2 #8162 LEL @ ACORD CORPORATION 1988 ~. i . < ! . . , . . . IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-5 (2001/08) 2 of 2 #8162 ACORDru CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYV) 03/10t05 PRODUCER THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION John Burnham .Insurance Svcs 21 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License 0099753 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 2415 Campus Drive, Suite 200 Irvine, CA 92612 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: 51. Paul Fire and Marine Ins. Co. 24767 Compulink Management Center INSURER S" Christina Castenada; 3545 Long Beach INSURER c: Blvd. #110 A - J...{X)I(. - Do 1 INSURER 0: Long Beach, CA 90807 INSURER E: Client#. 2791 COMPULMGM 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 BYTHE 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. TYPE OF INSURANCE POL.ICY NUMBER PJ>l-~~~:~~~8~\E POL.ICY EXPIRATION L.IMITS LTR NSR DATE MM OOIYY A ~NERAL. UABILlTY TT061 00058 01/06/05 01/06/06 EACH OCCURRENCE 11 000 000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $250 000 l CLAIMS MADE [!J OCCUR MED EXP (Anyone person) 110000 PERSONAL & ADV INJURY 11 000 000 GENERAL AGGREGATE $2 000 000 ~'L AGG~EnE LIMIT APAS PER: PRODUCTS COMP/OP AGG $2 000 000 PRO- POLICY JECT LOC ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (EaeGcident) - - ALL OWNED AUTOS BODILY INJURY $ - SCHEDULED AUTOS (Per person) - HIRED AUTOS BODILY INJURY (PeraGGident) $ - NON-OWNED AUTOS PROPERTY DAMAGE $ (Peraccidenl) ~~GE LIABILITY APPROVE AS TO FPRM AUTO ONLY - EA ACCIDENT I ANY AUTO ~(, -#, / //7 OTHER THAN EAACC $ AUTO ONLY: AGG I ~~SSIUMBRELLA LIABILITY Laur~ S>1tt Sheedy EACH OCCURRENCE I OCCUR D CLAIMS MADE i\.;:,]sti.ln City AUornc AGGREGATE I I ~ ,DEDUCTIBLE I RETENTION I $ WORKERS COMPENSATION AND T wc STA!U~ I 10Jbl EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT I OFFICER/MEMBER EXCLUDED? E.L. DISEASE EA EMPLOYEE $ If yes, describe under E.L. DISEASE POLICY LIMIT I SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS I LOCATIONS {VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Cert holder is additional insured as per attached wording from policy form CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Santa Ana DATE THEREOF, THE ISSUING INSURER WilL ENDEAVOR TO MAil ----6.0.- DAYS WRITTEN Attn: Pat Healy, M/SM-30 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAIL.URE TO DO SO SHALL 20 Civic Center Plaza IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR Santa Ana, CA 92701 REPRESENTATIVES. A~o.R~:DR~Ez;.V~ ACORD 25 (2001/08) 1 of 2 #25812 LEL @ ACORD CORPORATION 1988 " '. . . ~ ) ~;~ , ~'i I" ~ ;~; 'j . ( tI ~OIJ1 . . TheStRmI . the protected person's liability for such injury or damage is determined in a suit on the merits in the coverage territory, or in a settlement agreed to by us; and . they result from the activities of a person whose home is in the coverage territory, but is away from there for a short time on your business; or . they result from your products that lire made or sold by you in the coverage territory. For example: You manufacture a product in the coverage territory. It is exported to Norway. A few months later, a Norwegian citizen is allegedly injured while using that product. He sues you. If the suit is brought against you in the coverage territory, and it seeks damages for bodily injury covered by this agreement, well have the duty to defend you against the suit, and to pay covered damages awarded in a judgment against you. However, if the suit is brought against you in Norway, or anywhere else outside the coverage territory, we wont have a duty to defend you there. Also. we wodt, have a duty to pay a judgment awarded by a court there, even if the judgment is later recognized and enforced by a court in the coverage territory. Coverage territory means: . the United States of America, including its territories and possessions; . Puerto Rico; . Canada; and . international waters or airspace only during travel or transportation between an~ of the above places. We explain what we mean by your products in the Products and completed work total limit section. Who Is Plolected Under This Agreement Individual. If you are shown in the Introduction as a named insured and an individual, you and your spouse are protected persons only for the conduct of business of which you are the sole owner. Page 5 of 2: 47150 Rev. 1-96 Printed in U.S.A. Insuring Agreement eSt.Paul Fire and Marine Insurance Co.1996 All RiQhts Reserved judgmenl awarded in a suit for injury or damage covered by this agreement if,: . we defend a protected person against the suit; and . the judgment is awarded against that protected perSOn. If we appeal such a judgment, we'll pay all expenses which result directly from that appeal, including post judgment interest and the cost of appeal bonds. Such appeal expenses are in addition to the limits of coverage. However, the results of an appeal won't change the limits of coverage that apply under this agreement. When This Agreement Covers Bodily injury and property damage liability. We'll apply this agreement to claims or suits for covered bodily injury, property damage, or premises damage whenever they're made or brought, Personal injury liability. We'll apply this agreement to claims or suits for covered personal injury whenever they're made or brought. Advertising injury liability, We'll apply this agreement to claims or suits for covered advertising injury whenever they're made or brought. Medical expenses. We'll apply this agreement to covered medical expenses only when they're reported to us within three years of 'the beginning date of the event. Wflere This Agreement Covers t ,., @ .J ::s 'We'll apply, and make payments under, this , a,9reement: .; only in the coverage territory; and 0; only for covered injury or damage that's ; caused by events or offenses which . happen or are committed there. However, we'll also apply, and make payments under, this agreement in the coverage territory for covered injury or damage that's caused by events or offenses which happen or are committed in the rest of the world if: '. . . , , 'lbcSlRlu\ Partnership or joint venture. If you are shown in the Introduction as a named insured and a partnership or a joint venture, you are a protected person. Your partners or co- venturers, and their spouses, are protected persons only for the conduct of your business. limIted liability company. If you are shown in the Introduction as a named insured and a limited liability company, you are a protected person. Your members are protected persons only for the conduct .of your business. And your managers are protected persons only for their duties as your managers. torporation or other. organization. If you are shown in the Introduction as a named insured and a corporation or an other organization, you are a protected person. Your directors and executive officers are protected persons only for the conduct. of their duties as your directors or executIve officers. And your stockholders are protected persons only for their liability as your stockholders. Other organization means an organization other than a corporation, partnership, joint venture, or limited liability company. Executive officer means any person holding an officer position created by the charter. constitution, or by-laws, or any other similar governing document, of a corporation or other organization. Employees and volunteer workers. Your employees are protected persons only for: . work done within the scope of their employment by you; or . their performance of dut ies related to the conduct of your business. . any of your partners or co-venturers if you are a partnership or joint venture; . any of your members or managers if you are a limited liability company; . any fellow employee; . any fellow volunteer worker or any of your employees; or . the spouse or any child, parent, brother, or sister of that employee or volunteer worker if such Injury results from the bodily injury or personal injury to the fellow employee or volunteer worker. Nor is any employee or volunteer worker a protected person for any obligation to share damages with or repay someone else who must pay damages because of such bodily injury or personal injury. Also. no employee or volunteer worker is a protected person for bodily injury or per.sonal injury that results from his or her performance of or failure to perform health care professional services. In addition, no employee or volunteer worker is a protected person for property damage to property that's controlled by: . you; . any of your partners or co-venturers if you are a partnership or joint venture; . any of your members or managers if you are a limited liability company; . that employee or any feilow employee; or . that volunteer worker, any fellow volunteer worker, or any of your employees. But we won't apply the exclusions in this Employees and volunteer workers section to: . bodily injury that results from the providing of or failure to provide first aid by an employee or volunteer worker, other than an employed or volunteer doctor; or . premises damage. And your volunteer workers are protected persons only for activities or work they conduct or perform: Nor will we apply the exclusions in this . at your direction; and Employees and volunteer workers section to . within the scope of their duties for you. bodily injury or personal injury to: . any fellow employee that results from However, no employell,..,'if volunt~,er yvo!ker work, other than the performance or is a protected person"-~~~ny.;ln~yl 6< FORM failure to perform health care professional personal injury to; \ ,VO .... services. done by your employees who . you; _ '1'<-'5..) c; /? hold supervisory positions; or Iitura Still ~;:-l~~-~)-._._-- Assistant City 1\110Iq~~\ Page 6 of 23 ..' ....,__ __-' 7."__:__ I~""H__"'''' r,... .,oo.c: All R.,..h'tc RQc:~rvpn . '7 , (:.., ~ "'. :... C .1\ ,--- (,r. ~. .( ,. ~ iLl >- 0 Ilii \1 Ill; p.. <( . . . . the spouse or any child, parent, brother, or sister of that fellow employee if such injury results from the bodily injury or personal Injury to that fellow employee. Also, we won't apply this Employees and volunteer workers section to the following protected persons: . . Your managers If you are a limited liability company. Instead, we'll apply the Limited liability company section to them. . Your executive officers if you are a corporation or an other organization. Instead, we'll apply the Corporation or other organization section to them. Employee includes a leased worker, other than a leased temporary worker. Leased worker means any person who: . is hired from an employee leasing firm under a contract or agreement between the hirer and that firm; and . is performing duties related to the conduct of the hirer's business. Employee leasing firm means any person or organization who hires out workers to others. It includes llny: . employment agency, contractor, or service; . labor leaSing firm; or . temporary help service. Leased temporary worker means II leased worker who is hired to: . temporarily take the place of a permanent employee on lellve; or . meet seasonal or short-term workload conditions. >; " V~/unteer worker means any person other th!n: . an employee; or . ~ leased temporary worker. Cqntro/led by means: . .:owned, rented, leased, occupied, borrowed, 'or used by; . in the care, custody, or control of; or . being physically controlled for any purpose by. Health care professional services inciudes: . 'lboStRlul . any dental, medical, mental, nursing, surgical, x-ray, or other health care professional service, Including any advice, instruction, food, or beverage provided with such service; . the dispensing of drugs or medical or dental supplies and appliances; and . the handling or treatment of corpses, including autopsies, organ donations, and other postmortem procedures. Real estate managers. Your real estate managers are protected persons only for their management of premises that you own, or rent, lease, or borrow from others. They may be persons or organizations. But we won't apply this Real estate managers section to your employees. Instead, we'll apply the Employees and volunteer workers section to them. Landlords. Any landlord of a premises rented or leased to you is a protected person only for the ownership, maintanance, or use of the premises while you rent or lease it. However, no landlord is a protected person for injury or damage that results from any of the following work while being done by or for the landlord: . Structural changes. . New construction work. . Demolition work. Landlord means the owner, lessor, or manager of a premises. Equipment lessors. Any lessor of equipment rented or leased to you is a protected person only for your operation, maintenance, or use of the equipment while you rent or iease it. However, no equipment lessor is a protected person for injury or damage that results from their sole negligence. Lessor means the owner or lessor. Persons or organizations lor your work as required by wriUen contract Any person or organization who: . is not otherwise a protected person under this agr eement; and Page 7 of 23 47150 Rev. 1-96 Printed in U.S.A. Insuring Agreement _c. 0.,...1 [::~C :=>nrl f..11;:>lrinp In!=;lIr;mr:A r.0.1996 All Riahts Reserved . 1hoStRlul . is required by a written contract or agreement with you to be made a protected person for your work; is a protected person only for covered bodily injury or property damage that results from your work. However, no such person or organization is a protected person for injury or damage that results from their sole negligence. We explain what we mean by your work in the Products and completed work total limit section. VendofS. Any vendor of your products Is a protected person for covered bodily injury or property damage that results from your products only if: . this agreement provides products liability coverage for those products; . a written contract or agreement with you requires that the vendor be made an additional protected person; and . the products are sold or distributed in the usual course of the vendor's business. However, no vendor from whom you've acquired your products, or any of their parts or containers, is a protected person. Nor is any vendor a protected person for bodily injury or property damage that results from: any express warranty which you haven't authorized; any physical or chemical change in your products which is intentionally made by the vendor; the repackaging of your products for purposes other than demonstration, inspection, testing, or replacement of parts o~ered by you or the manufacturer; th repackaging of your products in other t . n their original containers; aTY fiililure of the vendor to do normal or a r~.gJ upon servicing of your products; ~ - t ~ ~monstration, installation, or servicing f",yaur products which is done away from t iSlendor's premises; or \!Uti products which have been labeled or lijaEeled. or used as an ingredient, part; c:pnta1ner In, on, or for anything else, y ilr for the vendor. . . . :?' . ~ o Il. . o !-< ~~ -<: ~ Cl:;, s:)t o I' e-'" '-I ,. Page 8 of 23 "e:, P,,,I Firf'! and Marine Insurance Co.t996 All Riqhts Reserved . Also, no vendor is a protected person for bodily injury or property damage for which II the vendor has assumed liability under any , contract or agreement. But we won't apply this exclusion part to bodily injury or property damage for which the vendor would have liability without the contract or agreement. Servicing includes any adjustment, assembly, inspect ion, repair. or test. We explain what we mean by your products in the Products and completed work total limit section. OperatofS of registered mobile equipment. All operators of registered mobile equipment are protected persons for their driving of such equipment on a public street or road with your permission. Any person or organizetion legally responsible for the driving conduct of those operators is also a protected person. But only if there's no other valid and collectible insurance evailable to cover thair liability for the operators. However, no operator or any other person or organization is a protected person for: . bodily injury to a fellow employee of the person driving the equipment; or . property damage to property controlled by you or the employer of an operator who is a protected person. Registered mobile equipment means mobile equipment that's registered in your name under a motor vehicle registration law. We explain what we mean by: . controlled by in the Employees and volunteer workers section; and . mobile equipment in the Mobile equipment exclusion. Unnamed Subsidiaries. Any of your subsidiaries thllt Ilren't shown in the Introduction as a named insured is Il protected person if: . you own more than 50% of it on the beginning date of this agreement; and . it isn't an insured or protected person under other general liability insurance. . . . . Newly acquired or formed organizations. Any organization, other than a partnership, joint venture, or limited liability company, that you acquire or form while this agreement is in effect is a protected person if you own more than 50% of it. However, no newly acquired or formed organization is a protected person for: · more than the remainder of the time this agreement is in effect, beginning with the date that you acquired or formed it; . bodily injury or property damage that happened before you ecquired or formed it; · personal injury or advertising injury that results from an offense committed before you acquired or formed it; or · injury or damage that's covered by other similar general liability insurance. Separation of protected persons. We'll apply this agreement separately to each protected person. However, the limits of coverage shown in the Coverage Summary are shared by all protected persons. We explain how in the Limits Of Coverage section. Also, any right or duty specifically assigned to the first nemed insured remains unchanged. We explain those rights and duties in the General Rules, which is a part of your policy. Limits Of Coverage The limits shown in the Coverage Summary and the information contained in this section fix the most we'll pay as damages and medical expenses, regardless of the number of: . protected persons; · claims made or suits brought; or · persons or organizations making claims or bringing suits, Generel lotal limit This is the most we'll pay for lhe combined total of: . all covered bodily injury, property damage, and premises damage that happens in a policy year; AS TO ,-,),~M APPROVE0 1(7 . TheSfFllul · all covered personal injury that's caused by all personal injury offenses committed In a policy year; · all covered advertising injury that's caused by all advertising injury offenses committed in a policy year; and · all covered medical expenses that result from all events which happen in a policy year. However, this limit won't apply to bodily Injury or property damage that results from your products Or completed worle Instead, the products and completed work total limit applies to such bodily injury or property damage covered by this agreement. POlicy year means the policy periOd shown in the Introduction, or the period of time that this agreement is in effect, whichever is less. But when that period is longer than one year, it means each consecutive annual period. and the remaining period if any. that this agreement is in effect, sterting with the beginning date of this agreement. We explain the products and completed work total limit, and what we mean by your products and your completed work, in the Products and completed work total limit section. Products and completed work lolal limit. This is the most we'll pay for all covered bodily Injury and property damage that: . results from your products and completed work; and · happens in a policy year. YOI.Ir products means any of the gOOds or products that ere or were manufectured, sold, handled, distributed, or disposed of by: . you; · others using your name; or · any person or organization whose business or assets you've acquired. Your products includes: · all containers, equipment. materials, or parts provided with or for your products; . any warranty provided with or for your products; . any statement m~de. Or which should have been made, about the durability, fitness. handling. maintenance. operation. 47150 Rev. 1-96 Printerr-' itt Sheedy Insuring Agreement lflC:t P::llt! rirp .And Marine Insur~~ftyGUJ'flS'96 All Riqhts ReservF!o Page 9 of 23 rn....wL. 71Di COMPULMGM ACORD,aT CERTIFICATE OF LIABILITY INSURANCE osi;yoM'~°"""' PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION John Burnham Irv 1210 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE E E O 2415 Campus Drive, Suite 200 ES 8E OW. POLIC TER THE COVERAGE AFFORDED 8~ THE AL Irvine, CA 92612-8530 949 8332462 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER 0. St. Paul Fire & Marine Insurance Co. 24767 Compulink Management Center q/~~ rq~ ?~ ~ INSURER B: St. Paul Travelers 25674 Accu-Flex, Inc. & Laserfiche ~ ^ p~llLbL' p CW INSURERG 3545 Long Beach Blvd #110 INSURER D: Long Beach, CA 90807 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWmiSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WRH RESPECT TO WHICH THIS CERTIFICATE MAV 6E ISSUED OR MAV PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMBS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NS TYPE OF INSURANCE POLICY NUMBER O~TEY ~FDECTAIE POA~ E)~IRATN)N LMRS A GENERAL LUU31LITr 7709401916 01106/07 01/06/08 EACH OCCURRENCE 51 ODD DDD X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED E,150 000 CLAIMS MADE OCCUR MED EXP (Any one person) SiD DDD PERSONAL 8 ADV INJURY Si OOO DOD GENERAL AGGREGATE $Z DDD DDD GENL AGGREGATE LIMITAPPLIES PER: PRODUCTS-COMP/OP AGG $2 DDD DDD POLICY jRa LOC A AUT OMOBILE LIABILITY T7D94D1916 D1/D61D7 D7/D61D8 COMBINED SINGLE LIMIT vd E E1 OOD OOD X ANY AUTO aac ( enl) , , ALL OWNED AUTOS ',{ , t~t t'Q~~ T V I DI L N J RY ~r ~~a ~`Y , ~P E SCHEDULED AUTOS ~ Y ~PFR P ~ ' e X HIRED AUr03 BODILY INJURY X NONUWNED AUTOS (Peremderd) $ I i- .W' ~ PROPERTY DAMAGE ~` nDY (Pa,acad m s - ~ -u L;ny, e ) GARAGE LU181DTY AUTO ONLY-Eq ACCIDENT E ANV AUTO OTHER THAN EA ACC E AUTO ONLY: AGG S A EXCESSNMBRELLA LVIBRITV 7709401916 01/D6/07 01/06/08 EACH OCCURRENCE 32 000 000 X OCCUR ~ CWMS MADE gGGREGATE E2 DOD DDD 3 DEDUCTIBLE $ X RETENnoN E1000D g B WORKERS COMPENSATION AND HEU69103C599 12/27/06 __ 72/27/07 X WC STATU- 0TH- _ _ EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE E.L. EACH ACCIDENT 31,000,000 OFFICERRAEMBER EXCLUDEDT EL DISEASE-EA EMPLOYEE $1,OOD,000 SPYECIAL~PRWIu80NS below E.L. DISEASE-POLICY LIMIT 31,DDD,DDD oTHEa DESCRIPRON OF OPERATIONS /LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Certholder is additional insured as respects to general liability, as required by written contract per attached wording from policy form 47150. City of Santa Ana Attn: Pat Healy, M/SM30 20 Civic Center Plaza Santa Ana, CA 92701 ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPD2ATION THEREOF, THE ISSUING INSURER MALL ENDEAVOR TO MAIL ~D_ DAYS NRITTEN E TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL iE NO OBLMaATON OR LIABILITY OF ANY HIND UPON THE INSURER, RS AGEMS OR ACORD 25 (2001108) 1 of 2 #5390466/M376371 MASUA D ACORD CORPORATION 1988 IMPORTANT If the cer~cate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificete does not confer rights to the certificete holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certifipte does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certfirate of Insurance on the reverse side of this form does not constitute a contrail between the issuing insurer(s), authorized representative or producer, and the cert~cete holder, nor does it affirmatively or negatively amend, extend or alter the wverage afforded by the policies listed Thereon. n f~"--i r~'I ~ ""? c.. .. CO `~,,~ C7~~ f"~ ~' ACORN 25S (2001/081 ~ ni ~ itC'tondRR/M4')fi7~ m m 8 0 ti V 8 8 f m m m 0 N 0 0 U 0 F have the duty to defend you against the suit and pay covered damages awarded in a judgment against you. However, if the suit is brought against you in Norway, or anywhere else outside of the coverage territory, we won't have a duty to defend you there. Also, we won't have a duty to pay a judgment awarded by a court there, even if the judgment is /afar recognized and enforced by a court in the coverage territory. Coverage territory means: • the United States of America, including its territories and possessions; • Puerto Rico; • Canada; and • international waters or airspace only during travel or transportation between any of the above places. We explain the term your products in the Products and completed work total limit section. Who Is Protected Under This Agreement Individual. If you are shown in the Introduction as a named insured and an individual, you and your spouse are protected persons only for the conduct of a business of which you are the sole owner. Partnership or joint venture. If you are shown in the Introduction as a named insured and a partnership or a joint venture, you are a protected person. Your partners or co- venturers, and their spouses, are protected persons only for the conduct of your business. Limited liability company. If you are shown in the Introduction as a named insured and a limited liability company, you are a protected person. Your members are protected persons only for the conduct of your business. And your managers are protected persons only for their duties as your managers. Corporation or other organisation. If you are shown in the Introduction as a named insured and a corporation or an other organization, you are a protected person. Your directors and executive officers are protected persons only for the conduct of their duties as your directors or executive officers. And your stockholders are protected persons only for their liability as your stockholders. Other organization means an organization other than a corporation, partnership, joint venture, or limited liability company. Executive office/ means any person holding an officer position created by the charter, constitution, or by-laws, or any other similar governing document, of a corporation or other organization. Employees and volunteer workers. Your employees are protected persons only for: • work done within the scope of their employment try you; or • their performance of duties related to the conduct of your business. And your volunteer workers are protected persons only for activities or work they conduct or perform: • a[ your direction; and • within the scope of their duties for you. However, no employee or volunteer worker is a protected person for bodily injury or personal injury to: • you; • any of your partners or co-venturers if you are a partnership or joint venture; • any of your members or managers if you are a limited liability company; • any fellow employee; • any fellow volunteer worker or any of your employees; or • the spouse, or any child, parent, brother, or sister, of that employee or volunteer worker if such injury results from the bodily injury or personal injury to such fellow employee or volunteer worker. Nor is any employee or volunteer worker a protected person for: • any obligation to share damages with or repay someone else who must pay damages because of such bodily injury or personal injury; or • bodily injury or personal injury that results from his or her performance of or failure 47150 Rev. 7-01 Printed in U.S.A. Insuring Agreement mSt.Paul Fire and Marine Insurance Co. 2001 All Rights Reserved Page 7 of 28 ~fRNd to perform health care professional services. • is performing duties related to the conduct of the hirer's business. Also, no employee or volunteer worker is a protected person for property damage to property that's controlled by: • you; • any of your partners or co-venturers if you are a partnership or joint venture; • any of your members or managers if you are a limited liability company; • that employee or any fellow employee; or • that volunteer worker, any fellow volunteer worker, or any of your employees. Bu[ we won't apply the exclusions in this Employees and volunteer workers section to: • bodily injury that results from the providing of or failure to provide first aid by an employee or volunteer worker, other than an employed or volunteer doctor; or • premises damage. Nor will we apply the exclusions in this Employees and volunteer workers section to bodily injury or personal injury to: • any fellow employee that results from work, other than the performance of or failure to perform health care professional services, by your employees who hold supervisory positions; or • the spouse or any child, parent, brother, or sister of that fellow employee if such injury results from the bodily injury or personal injury to that fellow employee. Also, we won't apply this Employees and volunteer workers section to the tollowing protected persons: • Your managers if you are a limited liability company. Instead, we'll apply the Limited liability company section to them. • Your executive officers if you are a corporation or an other organization. Instead, we'll apply the Corporation or other organization section to them. Employee includes a leased worker, other than a leased temporary worker. Leased worker means any person who: • is hired from an employee leasing firm under a contract or agreement between the hirer and that firm; and VO/urKeer Worker means any person who: • isn't an employee or a leased temporary worker; • donates his or her work; and • isn't paid a fee, salary, or other compensation for that work. Emp/oyee /easing firm means any person or organization that hires out workers to others. It includes any: • employment agency, contractor, or service; • labor leasing firm; or • temporary help service. Leased temporary worker means a leased worker who is hired to: • temporarily take the place of a permanent employee on leave; or • meet seasonal or short-term workload conditions. Contro/%d by means: • owned, rented, teased, occupied, borrowed, or used by; • in the care, custody, or control of; or • being physically controlled for any purpose by. Hea/th care professional services includes: • any dental, medical, mental, nursing, surgical, x-ray, or other health care professional service, including any advice, instruction, food, or beverage provided with such service; • the dispensing of drugs or medical or dental supplies and appliances; and • the handling or treatment of corpses, including autopsies, organ donations, and other postmortem procedures. We explain the term premises damage in the Each event limit section. Reel estate managers. Your real estate managers are protected persons only for their management of premises that you rent, lease, or borrow from others, or own. They may be persons or organizations. 47150 Rev. 7-01 Printed in U.S.A. Page S of 28 ®St.Paul Fire and Marine Insurance Co. 2001 All Rights Reserved ~, 0 0 8 ~ But we won't apply this Real estate managers section to your employees. Instead, we'll apply the Employees and volunteer workers section to them. $ landlords. Any landlord, lessor, manager, or owner of a premises rented or leased to ~ you is a protected person only for the ownership, maintenance, or use of that premises while you rent or lease it. 0 0 F m m 0 N 0 0 V 0 However, no landlord, lessor, manager, or owner is a protected person for injury or damage that results from any of the following work while being done by or for such landlord, lessor, manager, or owner: • Structural changes. • New construction work. • Demolition work. But we won't apply this Landlords section to your real estate managers. Instead, we'll apply the Real estate managers section, or the Employees ahd volunteer workers section, whichever section is applicable, to them. Equip111Bnt IBSSOrs. Any lessor or owner of equipment rented or leased to you is a protected person only for your operation, maintenance, or use of that equipment while you rent or lease it. However, no equipment lessor or owner is a protected person for injury or damage that results from its sole negligence. Persons or organizations for your work as required 6y written contract Any person or organization that: • is not otherwise a protected person under this agreement; and • you specifically agree in a written contract to add as an additional protected person under this agreement; is a protected person, but only for covered bodily injury or property damage that results from your work. However, no such person or organization is a protected person for bodily injury or property damage that results from their sole negligence. Also, such person or organization is a protected person only for the lesser of: • the limits of coverage required by the written contract; or • the limits of coverage available under this agreement. Additional protested person may also be called an additional insured in the[ written contract. We explain the term your work in the Products and completed work total limit section. Vendors Of your products. Any vendor of your products is a protected person for covered bodily injury or property damage that results from your products, but only if: • you specifically agree in a written contract to add the vendor as an additional protected person under this agreement; • this agreement provides coverage for those products; and • those products are sold or distributed in the normal course of the vendor's business. However, no vendor from whom you've acquired your products is a protected person. Nor is any vendor a protected person for bodily injury or property damage that results from: • any express warranty which is made by the vendor and you haven't authorized; • any change made in the condition of any of your products by the vendor; • the repackaging of your products other than when the products are unpacked for demonstration, inspection, testing, or replacement of parts ordered by you or the manufacturer, and later repackaged in their original containers; • any failure of the vendor to perform normal or agreed upon servicing of your products which the vendor has sold or distributed; • the demonstration, installation, or servicing of your products, which is done away from the vendor's premises; or • your products which have been labeled or relabeled, or used as an ingredient, part, or container in, on, or for anything else, 6y or for the vendor. 4715D Rev. 7-01 Printed in U.S.A. Insuring Agreement o$t.Paul Fire and Marine Insurance Co. 2001 All Rights Reserved Page 9 of 28 r Servicing includes any adjustment, assembly disposal, inspection, repair or test. We explain the term your products in the Products and completed work total limit section. Operators of registered mobile equipment Au operators of registered mobile equipment are protected persons for covered bodily injury or property damage that results from their driving of such equipment on a public street or road with your permission. Any person or organization legally responsible for the driving conduct of those operators is also a protected person for such bodily injury or property damage. But only if there's no valid and collectible other insurance available to cover its liability for the operators. However, no operator or any other person or organization is a protected person for: • bodily injury to a feliow employee of the person driving the equipment; or • property damage to property controlled by you or the employer of an operator who is a protected person. Registered mobile equipment means mobile equipment that's registered in your name under a motor vehicle registration law. We explain the terms: • controlled by in the Employees and volunteer workers section; • mobile equipment in the Mobile equipment exclusion; and • other insurance in the Other Insurance section. Unnamed subsidiaries. Any of your subsidiaries, other than a partnership, joint venture, or limited liability company, that isn't shown in the Introduction as a named insured is a protected person if you own more than 50% of it on the beginning date of this agreement. However, no unnamed subsidiary is a protected person for: • bodily injury or property damage that happened before you own more than 50% of it; • personal injury or advertising injury that results from an offense that's committed before you own more than 50% of it; or • injury or damage that's covered by other similar general liability insurance. Dwn more than 50°~ of means own more than 5096 of the outstanding voting securities representing the present right to vote for the election of directors of the organization. Newly acquired ar forted organi~tioas. Any organization that you acquire or form while this agreement is in effect that isn't a partnership, joint venture, or limited liability company is a protected person if you own more than 50% of it. However, no newly acquired or formed organization is a protected person for: • more than the remainder of the time this agreement is in effect, beginning with the date that you acquired or formed it; • bodily injury or property damage that happened before you acquired or formed i t; • personal injury or advertising injury that results from an offense committed before you acquired or formed it; or • injury or damage that's covered by other similar general liability insurance. Separation of protected persons. We'll apply this agreement separately to each protected person. However, all protected persons share the limits of coverage shown in the Coverage Summary. We explain how in the Limits Of Coverage section. Also, any right or duty specifically assigned to the first named insured remains unchanged. We explain those rights and duties in the General Rules, which is a part of your policy. Limits Of Coverage The limits of coverage shown in the Coverage Summary and the information contained in this section fix the most we'll pay as damages and medical expenses, regardless of the number of: 47150 Rev. 7-01 Printed in U.S.A. Page 10 of 28 ®St.Paul Fire and Marine Insurance Co. 2001 All Rights Reserved