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Home My WebLink AboutVALLEY OAK SYSTEMS (AON) - 2007 1-:Ci^..J'-0'7... :<~)'8~D1 O' _ptJS cP l(b.1\\\(~ l'",t A-2007-049 .".._-,.,,---~."- SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT ("MAINTENANCE AGREEMENT") THIS AGREEMENT, made and entered into this 2./F-fr day of Fe.&,...WlY,-\ ,2007 by and between V ALLEY OAK SYSTEMS, INC., a California corporation located at 5000 Executive Parkway, Suite #340, San Ramon, California 94583 (hereinafter "VaS"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California located at 20 Civic Center Plaza, M-30, Santa Ana, California 92701 (hereinafter "City"). RECITALS A. vas and City entered into Agreement A-1999-003, dated March 16, 1999, for installation, training and maintenance of the City's Personnel Services Agency workers' compensation liability claims software program. The Agreement was amended by the Parties to add services and increase compensation. Said Agreement and the First Amendment A-2002-035, dated April 5, 2002, Second Amendment A-2003-069, dated April 7, 2003 and Third Amendment A-2005-0n, dated April 4, 2005 (hereinafter collectively referred to as "said Agreement") are attached hereto as Exhibit A, and incorporated by this reference. B. City as the licensee of Software Products owned and developed by vas, desires to continue to utilize vas to provide upgrades, maintenance and support of the liability and claims software programs. C. In undertaking the performance of this Agreement, vas represents that it is knowledgeable in the field of workers compensation statutory and regulatory compliance and is able to provide upgrades, maintenance and support of both the workers' compensation and liability claims programs to keep it in compliance with statutory and regulatory changes, in a professional and timely manner. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows. I. MAINTENANCE AND SUPPORT SERVICE a. vas agrees to provide the technical support services necessary to remedy any operational difficulties attributable to those software products in the vas Claims Management System which have been licensed to City, as set forth in Exhibit A. b. vas agrees to provide unlimited phone support from 8.00 AM to 6.00 PM Pacific Time on weekdays except City holidays. c. vas agrees to provide periodic product updates and upgrades to the products listed in la. Upgrades and updates to the products shall include bug fixes, updating of custom check printing, standard product enhancements, and State of California Workers' Compensation and General Liability business rule updates and requirements. Software updates and upgrades shall include functionality of previous versions of software, including Bill Review, Employee and Check Reconciliation Interfaces. The frequency and timeliness of the updates and upgrades shall be reasonably based on the seriousness of bugs / problems reported by City and the lead time required for compliance with State ofCalifomiajurisdiction business rules. In all cases, vas shall provide compliance updates no later than ninety (90) days prior to the effective date of the legislation or regulation. Upon adequate notice of revised regulatory provisions, vas shall indemnify City for all fines and/or penalties imposed by State or Federal regulatory authority for delayed implementation of regulatory provisions. d. vas shall provide all patches necessary to be compliant with annual benefit rate changes no later than 90 days prior to the effective date oftlte rate change. Said patches include 1099 patches required for Federal reporting and California annual report data elements. 2. FORM OF AGREEMENT The following Exhibits hereto are incorporated into and made a part of this Agreement: Exhibit B VOS Service Level Agreement In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to this Agreement, followed by the Service Level Agreement. 3. TERM AND TERMINATION a. This Maintenance Agreement shall commence on the effective date of this Agreement and remain in effect through September 30,2009, unless terminated earlier pursuant to section 3(b), below. In order to provide uninterrupted service, those services provided by VOS since October I, 2006 shall be included within the scope of services listed in paragraph 1, above. Upon expiration, this Maintenance Agreement may be renewed for OTIe additional two-year term at the option of the City. b. City may terminate this Agreement upon thirty (30) days written notice, for VOS' failure to provide required services as set forth in Section 1, above. In the event of termination, a refund equal to the remaining prorated Maintenance Agreement price (Le.: Maintenance Agreement price paid by City divided by 12 times the number of remaining months) shall be paid to City within 60 days. c. Citys' 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, times the months remaining, Partial months will be calculated at the mathematical equivalent ofa daily rate (monthly rate divided by 30 days). 4. FEES AND CHARGES a. The fee for the maintenance and support services provided for herein shall not exceed $27,000.00, during the first one year term of this agreement, payable in advance of each one year period. 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 Consumer Price Index (CPI) Los Angeles - Riverside - Orange County area. b. Implementation services including consulting, custom setup and configuration and installation of new upgrades or updates, shall be billed on a time and materials bases at a rate not to exceed $187.50 during the initial three-year term of this Agreement. During the fourth year and annually thereafter the billable rate may annually be set at the current rate, increased at a the current rate multiplied by the Los Angeles - Riverside _ Orange County CPI, or the lowest standard rate billed to other VOS clients, whichever is less. c, Total fees and charges for all services provided pursuant to this Agreement shall not exceed $40,000.00, annually, during the term of this Agreement. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant 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, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. b. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim 6. TAXES City shall be responsible for all taxes, if any. Snch 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. 7. 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. 8. MODIFICATIONS TO AGREEMENT VOS and City may amend this Maintenance Agreement in writing upon the mutual agreement of both parties. 9. PARTIES BOUND This Agreement shall be binding on and inure to the benefit of VOS and City and their respective successors and any approved assignees. 10. 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. II. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this the ,2007, day of ATTEST: CITY OF SANTA ANA a municipal corporation of the State 72::!Il t2.. DAVID N, REAM City Manager APPROVED AS TO FORM: ~~ ~~~ ~seph W, Fletcher City Attorney ;WKU~ ROBERT FAULHABER President TaxID# l!lt-'()3~13to3 SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT ("MAINTENANCE AGREEMENT") AGREEMENT HISTORY EXHIBIT A Agreement No. Date Title Page A -1999-003 3/16/99 Valley Oak Systems I Software License, Service, and Maintenance Agreement . Exhibit A Software Product Licenses and Service Costs . Exhibit B Escrow Agreement . Exhibit C Software Product Enhancements and Implementation Understanding . Exhibit D Software Maintenance and Sup~ort Agreement ("Maintenance Agreement") A-2002-035 4/5/02 First Amendment to Vallev Oak Svstems AlITeement 20 A-2003-069 4/7/03 Second Amendment to Valley Oak Systems Software License, 22 Service, and Maintenance Agreement A-2005-0n 4/4/05 Third Amendment to Valley Oak Systems Software License, 25 Service, and Maintenance Agreement . Exhibit E iVOS Upgrade / Services Understanding . Exhibit F Proposal for Migration from VOS Portal to iVOS and/or ASP at the Citv of Santa Ana ( ~ . Agreement History Exhibit A . , ' q ~ - 0) A-:/Y " 8'-f/t-n r;4/' - - VALLEY OAK SYSTEMS .7 -~"-if SOFTWARE LICENSE, SERVICE, AND MAINTENANCE AGREEMENT V:;,-, '.' 5~} "J 1 This Software License, Service, and Maintenance Agreement ("Agreement") is made and entered into by and between Valley Oak Systems, Inc. (hereafter "VaS") 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"). I. 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 vas hereby grants Client the non-exclusive license to do the following: a. Install and use one copy of the Server Sofrn.'are on a single production Server. b. Install Client Software on any PC workstations that are potential users of Software Product. c. Concurrently use Chent Software for the number of User Licenses listed in Exhibit A. Software Product Licenses and Services Costs, on user workstations. d. Make copies of the Software Product for purpose of backup. e. 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. 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 vas 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). vas agrees to notify Cornell Law Group, with whom vas has an Escrow Agreement, that Client has become an eligible beneficiary pursuant to this Agreement. 6. PATENT AND COPYRIGHT INDEMNIFICATION Exhibit A, 1 of 39 I I . VOS Software License, Service, an.alntenance Agreement vas 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 vas promptly in writing of the action (and all prior claims relating to such action) after Client becomes aware of same, and vas 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 vas are likely to become, the subject of a claim of infringement of a patent or copyright, vas 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 VQS, discontinue the Software Product upon three month's written notice. Should vas 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 vas warrants that the Software Product will function as described in vas' current published Software Product documentation for a period of five (5) years after "Final Acceptance." For the first ninety (90) days after "Final Acceptance," vas 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 vas' 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, vas will carry a minimum 0[$1,000,000 of liability insurance including auto liability, $1,000,000 ofcrrors 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 vas shall inderrmify, 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 vas 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. I 1. ASSIGNMENT The parties acknowledge and agree that the services provided by vas under this Agreement are personal in nature and that the skill, credit and other personal quality of vas is critical to Client in entering into this Agreement. The parties further agree and understand that the obligations of vas 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 oiVOS 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 vas. Exhibit A, 2 of 39 2 II . VOS Software License, Service, aAaintenance Agreement 12. PRICING and PAYMENT TERMS vas 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 ifnot 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", vas 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 YaS' 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. vas 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 ofyaS' type of solutions; and b. 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 c. Software Product behaves in a manner consistent with VQS' documentation and with representations made to Client by vas during the pre-sales process. 14. MISCELLANEOUS a. This Agreement constitutes the entire Agreement between Client and VQS. b. 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. c. 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. d. 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. e. vas 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. Exhibit A, 3 of 39 3 ~I I · VOS Software License, Service, a~aintenance Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this the I {,-if pliJ/V" )1../ . 1999. day of ATTEST: CITY OF SANTA ANA a municipal corporation of the State 01 Cal!.t 1a APPROVED AS TO FORM: ~~ f. ~L/ J,r-Joseph W. Fletcher City Attorney APPROVJj;D ~ TO CO / ! Valley Oak Systems, Inc. David N. Ream City Manager sl(\ " v_ ..., . r::" -".,,-, '!f~ Randy Whe President TaxID# 6 f-o];! J 0 RECOMMENDED FOR APPROVAL: Exhibit A. 4 of 39 4 · VOS Software License, Service, a~aintenance Agreement EXHIBIT A SOFTWARE PRODUCT LICENSES AND SERVICES COSTS I. SOFTWARE PRODUCT DESCRIPTION OVERVIEW The vaS-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 fe-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 vas' specification. 2. SOFTWARE PRODUCT LICENSES AND COSTS vas shall provide to Client the following Software Products at the specified costs listed below. n~ Item Cost I vas Portal California Workers' Compensation Module Server License $30,000.00 Includes compensation rates, state office assignment, employer's lirst report, SIP annual report, Calilornia Workers Compensation Institute standard and California Legal standard letters, 130+. Dependents and OSHA 200 trackin" are also included. I VOS Portal General Liability Module Server License $20,000.00 Provides multinle claimants n~r incident trackin~. I Reporter Server License SO Integrated reports such as SIP Annual report (detail and summary), UlSS Control, Loss Triangles, California Claim Loo, and manv other California and non-California <::1V'cific renorts. 6 vas Portal Workers' Comneosation User Licenses ($3500 each'- $21,000.00 2 VOS Portal General L1abil~ Module User L1censes($2,500 each) $5,000.00 2 vas Portal Renorter I View Onlv User Licenses ($1,500 each) $3,000.00 I VOS Portal Integrated I.ascr Check Printing MOdule, unlimited user license 15,500.00 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 snecifieation. Also includes software, custom -ornnhics and siOTlaturcs 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 VOS Portal load employee information into the claim entry (5020) window. Client will be responsible for extracting the data from the Payroll! HR database into an ASCII file available to vas Portal or directly into the vas Portal employee table. vas to nrovide fileltable snecitications. I vas Portal Bill Review Company Interface $5.500.00 Custom interface to import medical payment information into VOS Portal from diskette. This interface electronically transfers payment information from most bill review companies systems directly intI) VQS Purtal 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 imnorted as ""'rt of this interface. I VOS Portal Commutation Module $2,500.00 Total Software Product Non-discounted) $96??oo.00 Less Discount . $8,757.00 Total Software Product CostfDiscounted) S87 243.00 The Software Product Cost is billable from vas 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 vas Software License, Service, and Maintenance Agreement $15,923 upon "Final Acceptance" as defined within the vas Software License, Service, and Maintenance Agreement Exhibit A, 5 of 39 5 . vas Software License, Service, at Maintenance Agreement 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 vas' then-current costs. 3. SCOPE OF SERVICES AND SERVICE COSTS vas shall provide to Client the following Services at the specified costs listed below. ION Item Cost I Implementation support services $6,000 Includes five days at Client site for all necessary planning meetings, customization ofsecurily 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 orvos Portal Claims Administration Software must be complete including one workstation per student, one HP Lasetjet Printer for correspondence, and one printer for check printing. User training (2 days) (I WC, 1 Liability) Consists of two one-day sessions at Client site. This training covers the basic system functions including General Claim information, Payments, Reserves, Diary, Notcpad, 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 wjll be able to perform the basic functions necessary fOT a System Administrator to effectively administer ves 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 (I 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 andlor 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. RlskMaster) $17,000 vas will convert the claim, notcpad, diary, payments, reserves transactions, and vendor information from the existing Client COMP2000 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 nerfonn a trial (test) and final conversion I Software Product Enhancements identified in Exhibit C, Software Product Enhancements And Implementation $0 Understandinll vas will pay for all onsite travel expenses necessary to deliver the services specified. Data Conversion service costs are billable from vas to Client on the following schedule: Exhibit A, 6 of 39 6 . vas Software License, Service, a'Maintenance Agreement $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. Exhibit A, 7 of 39 7 · vas Software License, Service, a'Maintenance Agreement EXHIBIT B ESCROW AGREEMENT vas 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 vas is required to maintain a software escrow agreement with a qualified escrow agent in the business of providing such software escrow agency services. vas 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. vas 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 "Conunentary"). vas also agrees to deposit with Escrow Agent, at such times as they are made, a copy of all revisions of the Source Code or Conunentary encompassing all corrections and enhancements made to the Software by vas pursuant to the License Agreement or Maintenance Agreement. Promptly after any such revision is deposited with the Escrow Agent, both vas 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 vas 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 Conunentary 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. IfVaS has availed itself of, or been subjected to by any third party, a proceeding in bankruptcy in which vas is the debtor, an assignment by vas for the benefit of its creditors, the appointment of a receiver for vas, 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 vas' rights or interests under the Software License, Service, and Maintenance Agreement within 30 days; or b. If vas has ceased its on-going business operations; or c. If any other event or circumstance which demonstrates with reasonable certainty the inability of vas to fulfill its obligations to the Client under the Software License, Service, and Maintenance Agreement or this Escrow Agreement. 4. NOTICE OF DEFAULT Client shall give written notice to Escrow Agent and vas in the event of a perceived default of this Escrow Agreement. Unless within seven (7) days thereafter, vas 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 (Sill) 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 vas changes the escrow agent, vas shall immediately notify Client in writing of the new escrow agent's identity, address, and contact information. Further, vas shall provide to Client a written verification of the Exhibit A, 8 of 39 8 . VOS Software License, Service, atMaintenance Agreement 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 vas 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: VaIley Oak Systems, Inc. 3 I 89 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 9270 I Attention: Jeff Stevens, Risk Manager Current Escrow Agent: Cornell Law Group 350 Cambridge A venue, 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 vas. Such consent shall not be unreasonably withheld. Exhibit A, 9 of 39 9 · VOS Software License, Service, at Maintenance Agreement EXHIBIT C SOFTWARE PRODUCT ENHANCEMENTS AND IMPLEMENT AnON UNDERSTANDING This Exhibit identifies enhancements that are to be made to the software by vas and describes an understanding of implementation usage for certain specific requirements as assessed by vas from previous discussions with Client. I. WORKERS' COMPENSATION a. Commutation Module This is a feature that is not currently in the vas product. vas 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 Dot currently in the vas product. vas 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 vas system provides this feature. d. Cumulative Trauma (CT) Begin Date and CT End Date This is a feature that is not currently in the vas 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 defined 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 vas 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 vas system. g. Examiner Time Tracking This is a feature that is not currently in the vas product. vas 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, vas 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. vas 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. vas will provide the ability to create an ASCll 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 Len.th 10 10 Exhibit A. 10 of 39 10 · VOS Software license, Service, a'Maintenance Agreement Check Amount Filler (spaces) Check Cut Date Filler (spaces) Trans Code 10 14 6 9 1 (MMDDYY) (no dollar sign or decimal) (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 vas 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, addressl, address2, city, state, zip code, tax id, contact fIrst name, contact last name, phone, fax, pager, cellular, email, insurer, attorney, attorney phone, contribution, and conunent. vas 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 vas product. At this time, there is no specification as to the features or the cost. vas is interested in developing a specification for this module. c. Reportable Severity This is a feature that is not currently in the vas product. vas 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. vas will provide this feature as part of the delivered system at no additional charge. 3. LITIGATION 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 vas 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 (conunent field) is part of the current vas 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 (conunent field) is part of the vas current system. d. Co-Counsel Attorneys Tracking of co-counsel attorneys by name, address, phone number, pager number, cellular phone number, fax number, cmail number, tax id number and who they represent (conunent field) is part of the current vas 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 vas system. Exhibit A. 11 of 39 11 . . VOS Software License, Service, and Maintenance Agreement f. Coverage Attorneys Tracking of coverage attorneys by name, address, phone number, pager number, cellular phone number, fax number, email number and tax id is part of the current vas system. g. Demand vas 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 VQS wilJ 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. i. Arbitration vas will provide an arbitration amount field in the litigation module as part of the delivered system at no additional charge. J. Court Information vas 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 vas system. l. 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 vas system. m. Document Tracking-Evidence Tracking of evidence, source, date, type, etc. is not currently in the vas product. At this time, there is no specification as to the features or the cost. vas 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 vas 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 vas 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 vas system (both Workers' Comp and Liability). This capability will be part of the delivered system at no additional charge. 4. LIABILITY REPORTS Exhibit A, 12 of 39 12 · VOS Software license, Service, atMaintenance Agreement All reports in vas 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. vas 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 vas Portal reports as documented in the vas Portal User Reports Book provided to Client are referenced. Any modifications vas will make to such reports are described below. a. Audit BICEP Claims vas 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 VQS Portal system. c. Claim Register Client will use the updated Claim Summary report described in section "a." above. d. Claim Coverage by Claim Type vas 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 ARlvlTech 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 vas Portal system g. Monthly Closed Claims Report vas 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 vas 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. i Monthly Closed Claims Report- Police Department Exhibit A, 13 of 39 13 · 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 Sununary Contact", same as section "g." above; however, payments are removed. Whether or not a claim is denied can be displayed. TIlls 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. L Public Works Quarterly Liability Report During a previous meeting between vas 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 vas Portal system. n. Liability Claims $25K or Greater Client will use the Claim Summary that is part of the current vas Portal system. o. Liability Claims for 1997 Client will use the Claim Summary that is part of the current vas Portal system, and vas 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 vas 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 vas 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 Exhibit A. 14 of 39 14 · 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. 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 vas will create a new report named "Claim Summary Contact Financial" which wiII be the same report as the new "Claim Summary Contact Payment" report (refer to section "g.") except that it will include claim reserves. Exhibit A, 15 of 39 15 · 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 "vas" in consideration of the promises made herein and intending to be legally bound, agree as follows: 1. RECITALS Client is the licensee of Sofhvare Products owned and developed by vas and listed in Valley Oak Systems Software License, Service, and Maintenance Agreement, Exhibit A, Software Product Licenses and Services Costs. This Agreement establishes that vas will provide maintenance and support services to Client under the terms and conditions of this Agreement. 2. MAINTENANCE AND SUPPORT SERVICE a. vas 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: L 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. vas agrees to provide unlimited phone support from 8:00 AM to 6:00 PM Pacific Time on weekdays except Client holidays. c. vas 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 role updates. The frequency and timeliness of the updates and upgrades shall be reasonably based on the seriousness of bugs I problems reported by Client and the lead time required for compliance with State of California jurisdiction business roles. 3. PROPRIETARY RIGHTS Client acknowledges and agrees that corrected software and associated documentation remain the property of vas and constitute a trade secret of vas sofhvare. 4. ACCESS TO DATA AND COMPUTER Client, at its own expense may install and maintain a modem, remote access software, and telephone line for vas' use to assist in providing support services. vas shall coordinate with Client to be granted access to provide technical support services. ExhibiI A, 16 of 39 16 . vas Software License, Service, aAaintenance Agreement 5. TERM AND TERMINATION a. This Maintenance Agreement shall conunence 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, vas 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 vas 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 vas' 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 TIllS 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 vas' then current service and support rates. Client shall also pay any reasonable travel expenses incurred by vas 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 vas pursuant to this Maintenance Agreement. 9. DELAYS vas 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 of vas. "Causes beyond the control of vas" 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. Exhibit A, 17 of 39 17 · VOS Software License, Service, a!.,aintenance Agreement 10. ENTIRE AGREEMENT This Maintenance Agreement constitutes the entire agreement of the parties and the tenns and conditions stated herein supersede all prior agreements between the parties relating to the subject matter of this Maintenance Agreement. 11. MODIFICA nONS TO AGREEMENT vas 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 of vas 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. Exhibit A, 18 of 39 18 . VOS Software License, Service, aAaintenance Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this the A J-day of (lll{-t)L ,1999, ATTEST: CITY OF SANTA ANA a municipal corporation of the State of Cornia I ?n' eC.Guy ~ ~ () CI rk of the counci~ a APPROVED AS TO FORM: I d>{L-.~ 1'. ~ ~r Joseph W. Fletcher City Attorney Valley Oak Systems, Inc. :; fLc~!t:J:y'Ac&:iL Randy Wh er President TaxID# 6 Y . 0 J3 I JG3 David N. Ream City Manager RECOMMENDED FOR APPROVAL: (' " '~ \ ,,' c..- " C' I ~, " .,'r)' Exhibit A, 19 of 39 19 .. . "'" I.... . . . A-2002-035 '7--"2'.{~O-2 --,-- _._-'~-~~ - -. ..- . ; ;.\ Ci W\...l.~.-L ,;.~.::::: FIRST AMENDMENT TO VALLEY OAK SYSTEMS AGREEMENT THIS FIRST AMENDMENT, made and entered this 5th day of April, 2002, by and between the Valley Oak Systems, Inc. (VOS) and the City of Santa Ana (City), collectively referred to herein as "the Parties." RECITALS A. The Parties entered into an agreement entitled "Valley Oak Systems Software License, Service, and Maintenance Agreement" dated March 16, 1999, hereinafter referred to as "said Agreement," for the provision of services to provide the Risk Management Division with a Risk Management Information System for both Liability and Workers Compensation. B. The Parties now desire to amend said Agreement for the first time to add the implementation ofthe Public Risk Database Project module which is in an amount not to exceed Two Thousand Five Hundred Dollars ($2,500.00) to 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 hereby agree as follows: I, VOS shall implement the Public Risk Database Project module for an amount not to exceed Two Thousand Five Hundred Dollars ($2,500,00), which shall be added to said Agreement. 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 First Amendment to Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA: / ) yjl/? (~" ~ ~ cJ~.//./.I ----s.. PATRICIAE.HEALY U Clerk ofthe Council (2 a. l~dd/!2~ DAVID N. REAM City Manager Exhibit A, 20 of 39 , < .... . . (Signatures continued from previous page) APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney VALLEY OAK SYSTEMS, Inc. ~ER President Tax ID# 68-0331363 Exhibit A, 210139 . . . . A-2003-069 SECOND AMENDMENT TO V ALLEY OAK SYSTEMS SOFTWARE LICENSE, SERVICE, AND MAINTENANCE AGREEMENT THIS SECOND AMENDMENT, made and entered into this ) 1'v day of April 2003, by and between, VALLEY OAK SYSTEMS (VOS) and the City of Santa Ana, a charter city and mwticipal corporation duly organized and existing under the Constitution and laws of the State of California ("City"), collectively referred to herein as "the Parties". RECIIALS A. The Parties entered into that certain agreement entitled "V ALLEY OAK SYSTEMS SOFTWARE LICENSE, SERVICE, AND MAINTENANCE AGREEMENT ", hereinafter referred to as "said Agreement", for installation, training and maintenance of the City of Santa Ana Personnel Services Agency workers compensation and liability computer programs; The Parties hereto now desire to amend Exhibit D (SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT) to allow for continuous uninterrupted service under said .,? \? ~~ . 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: '\J agreement. 1. Exhibit D, Section 2, Maintenance and Support Services of said Agreement is hereby amended to add subsection: d. VOS agrees to provide additional training to City as requested. Said training shall be provided by VOS at an hourly rate not to exceed $187.50 per hour. 2. Exhibit D, Section 2, Maintenance and Support Services of said Agreement is hereby amended to add subsection: e. VOS agrees to provide updates, upgrades and support services as per the standard support and maintenance agreement that entitles City to request VOS support to perform upgrades of any standard VOS release during business hours. Other non-standard services can be requested on a time and expense basis (as per VOS' Service Level Agreement). 3. Exhibit D, Section 2, Maintenance and Support Services of said Agreement is hereby amended to add subsection: f. VOS agrees to provide the iVOS application to City with an increase to the current maintenance fee. City shall have the option for VOS to perform certain implementation services for iVOS, which is estimated to take up to ten (10) days. (See Section 5 below for fees associated with maintenance and the optional implementation services.) City agrees that the addition of the iVOS application ("iVOS") will fall under the same terms and conditions specified in the Software License Agreement for the original Software. All rights granted to City by VOS for the Software in the Software License Agreement will be granted to City for iVOS. VOS shall, at all times, retain ownership of all rights, title and interest of iVOS. Exhibit A. 22 of 39 . . 4. Exhibit D, Section 5, Term and Termination of said Agreement is her~by amended to strike subsection a in its entirety and replace with: a. This Maintenance Agreement shall commence upon execution of this agreement and continue in effect for a period of three years. 5. Exhibit D Section 6, Fees and Charges of said Agreement is hereby amended to add: The fee for the additional customer training shall not exceed $15,000.00 for the three-year period of this amendment. As per Section 2(e) above, the fee for updates, upgrades, and standard support services shall not exceed $50,200 for the three-year period of this amendment. The fee increase for the addition of the iVOS application for the first year will be $8,401.13. Maintenance fees for iVOS will not be effective until actual use by the City. Once the initiation of productive use of iVOS takes place, the fee increase will be prorated to run coterminous with the current maintenance schedule. If iVOS is implemented, the maintenance fee amount shall not exceed $78,200. Certain functions to implement iVOS can be performed by either City or VOS. If City opts to have VOS perform the work, the hourly rate of $187.50 shall be charged for such services, and is estimated to take up to ten days, at a rate not to exceed $15,000. City shall pay for all on site travel expenses necessary to provide the services offered by VOS, which shall not exceed $5,000 during the three-year period. City shall provide written consent to all reimbursable expenses; which such consent shall not be unreasonably withheld. 6. Optlnn~l ~p.nri(':p.~ City shall have the option to purchase the following services over the three-year period: . J)p.vp.lnp p'".tnm TP.pnrt.: Analyze reporting needs, then design and develop custom reports based on client requirements. . VOS Support Fxtrn - Supplemental support services which fall outside of the existing Support Maintenance and Service Agreement, such as such as Windows Network Administration, DBA services and Citrix Administration. . Gp.np.T.l ron."lting' This service typically involves resolving issues in connection with legislative changes, business operation efficiencies, adoption of additional lines of insurance, inclusion of additional insured or the specification of custom functionality. These services shall be available at the hourly rate of $ I 87 .50, and could take up to fifteen (15) days to conclude the service, and shall not exceed $22,500.00. The total cost of the additional services included in this amendment, includes $78,200 to cover the cost of the annual maintenance agreement for three years (inclusive of iVOS), and all total costs of this amended agreement shall not exceed $135,700.00. 5. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. Exhibit A, 23 of 39 . . IN WITNESS WHEREOF, the parties hereto have executed this Amendment to said Agreement the date and year first above written. ATTEST: CITY 9-F SANl)-ANA ( .. /J 7 t~.-...<;1J~('~ --- DAVID N. REAM City Manager PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCH R City Attorney APPROVED AS TO CONTENT: CONSULTANT R$;UlL Robert Faulhaber President IlRon" nil, Employer ID # or Individual SS Exhibit A, 24 of 39 iNSURANCE G:j fiLL WORK MHY P!IOCEED UNTIL INSURANCE EXPIRES 7 -.;J,!i'-u5 CLERK Of COUNCIL OATE:5 5-- v5 A-2005-0n THIRD AMENDMENT TO VALLEY OAK SYSTEMS SOFTWARE LICENSE, SERVICE, AND MAINTENANCE AGREEMENT THIS THIRD AMENDMENT, made and entered into this 1f1..-day of April, 2005, by and between, V ALLEY OAK SYSTEMS (hereafter "VOS") and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City"), collectively referred to herein as "the Parties". BJ~~IIA1S. A. The Parties entered into that certain agreement entitled "V ALLEY OAK SYSTEMS SOFTWARE LICENSE, SERVICE, AND MAINTENANCE AGREEMENT ", hereinafter referred to as "said Agreement", for installation, training and maintenance of the City of Santa Ana PersoTUlcl Services Agency workers' compensation and liability claims computer program; B. On April 7, 2003, the Parties amended said Agreement to provide additional training, updates and upgrades and other services under the terms of said Agreement. C. The Parties hereto now desire to amend said Agreement to provide continuous service under the terms of said Agreement. WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all ofthe terms and conditions of said Agreement as hereby amended, the parties hereto do hereby agree as follows: 1. Section 2, of said Agreement, pertaining to Exhibits is hereby amended to add Exhibit E, entitled "iVOS Upgrade/Services Understanding" and Exhibit F, entitled "Proposal for Migration from VOS Portal to iVOS and/or ASP at the City of Santa Ana" dated August 27, 2004, as attached hereto and incorporated into said Agreement by referenee. 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. . . 0~.'~ DAVID N. REAM City Manager ATTEST: RICIA E. HEALY Clerk of the Council Exhibit A, 25 of 39 (Signatures Continued) APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: .. . I \. ~ ~ /......., l~--I:f--,. Michael Vigliotta ) Deputy City Attorney APPROVED AS TO CONTENT: Valley Oak Systems, Inc. ..~ , . /'t..-/:I ~,.....li -/, i- 'Robert Faulhaber President Tax ID #: 68-0331363 . , . 0 Exhibit A. 26 of 39 EXHIBIT E IVOS UPGRADE/SERVICES UNDERSTANDING I. Current & Past Maintenance Fees Overcharge The original agreement states, "... 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)." The City has been overcharged for maintenance fees over the past several years. See table below. Fee That Should Invoice Have Been # Support Range CPI Charged Fee Charged Overcharge Total Overcharge 1651 10/01/1999 09/30/2000 $ 14.400.00 $ 14.400.00 $ $ 1783 1010 1/2000 09/30/2001 3.4 $ 14,89000 $ 14,900.00 $ 10.00 $ 10.00 2091 10101/2001 09/30/2002 2.8 $ 15,307.00 $ 15,645.00 $ 338.00 $ 348.00 2596 1 % 1/2002 09/30/2003 1.6 $ 15,552.00 $ 16,802.25 $ 1,250.25 $ 1,598.25 3289 10/01/2003 09/30/2004 2.3 $ 15,910.00 $ 17,642.50 $ 1,732.50 $ 3,330.75 4514 10/01/2004 09/30/2005 3.5 $ 16,467.00 $ 18,525.00 $ 2,058.00 $ 5,388.75 2. Revised iVOS Maintenance Fee The 2nd agreement amendment states, "The fee increase for the addition of the iVOS application for the first year will be $8,401.13," Considering that the current maintenance fee should be at $16,467, the first year's iVOS maintenance fee will be $24,868.13. vas will provide City a credit for our cumulative overcharges of $5,388.75 on the next invoice, 3. VOS to Carry-forward Custom Reports vas will be responsible for carrying forward the Portal customizations & custom reports into iVOS. The original agreement Exhibit A & C identify customizations & custom reports include the following: Check Printing - custom design Check Reconciliation Interface File Bill Review Interface (existing format) Custom Report - Attorney Totals Custom Report - Claims by Claimant Type Custom Report - Claim Summary Contact (Claim Contact) Custom Report - Claim Summary Contact Payment (Claim Contact Paid) Custom Report - Claim Summary Contact Financial Exhibit A, 27 of 39 The agreemcnt states, "... VOS agrees to provide periodic updates and upgrades to the products listed in 2a" in reference to software maintenance. Item 2a refers to Exhibits A & C (see abovc). Check Printing Report City prints workers comp checks to a Troy laser printer (HP 4000 OEM). VOS will re-develop the check printing report in iVOS using thc current format. The 3,d_party softfont for the MICR font (instead of the Troy hardware MICR font) is acceptable; VOS can providc the :'vIICR softfont if desired. The courtesy amount field, however, should continue to use the Troy LCF Convenience softfon!. The City can provide VOS this font if needed. Check Reconciliation Interface File Report VOS will develop the City's Check Reconciliation Interface File report in iVOS using the current format. Bill Review Interface The existing Portal Bill Review Interface needs to work in iVOS using the sanle format as currently defined in Portal. Other Custom Reports Some ofthe 5 "Custom Reports" above are no longer working in Portal (after upgrades & such) and some exist under a different name. VOS will work with one of the City's key reports users to understand the report requirements & develop replacement / similar reports in iVOS. 4. iVOS Implementation Services The City will engage VOS for the services identified on page 8 of Exhibit F "Proposal for Migration from VOS Portal to iVOS and/or ASP at the City of Santa Ana", including the optional Infrastructure Setup and Configuration and iVOS Installation and Configuration services. Project Management time will be billed for the actual time spent, up to $15,000. 5. VOS to Develop Document Image Deletion Functionality VOS agrees to provide the Document Imaging Module with this upgrade at no charge. VOS agrees to build functionality in iVOS during the next 2 years to allow a manager user the ability to configure the automatic deletion of document images (but not the original record) from the system. iVOS will provide the ability to run a batch deletion process with the following uscr defined selection criteria: . number of years (user-defined) . document type (i.e.: bills, correspondence, EOBs, etc.) . claim status (i.e.: Closed) . document date (i.e.: Bill Date) Exhibit A. 28 of 39 ---l I The system will allow the user, with proper permission (Manager), the ability to manually or automatically execute the batch deletion. The results of the user-defined selection will be displayed in a report for review prior to deletion. 6, iVOS Bill Review Services The City shall utilize VOS' iVOS Bill Review Services for review of the City's pharmacy bills for a trial period of six (6) months. At the end of6 months, if the City is not satisfied with the iVOS Bill Review Services, the City can discontinue services. If the City agrees to continue using the iVOS Bill Review Services, said services shall renew and automatically continue for one-year terms, unless either party terminates. The period of Bill Review Services shall commence on May I, 2005 or when iVOS upgrade installation is completed. IVOS Review Services includes review and payment recommendations on medical treatment, hospital, surgery center, pharmacy and miscellaneous bills based on compliance with the applicable fee schedules or usual and customary databases. VOS will provide access to the Preferred Provider Organizations (PPO) networks that have negotiated contract rates with hospitals and providers and will maintain appropriate PPO and state mandated fee schedules. The City will provide VOS with identified bills and related reports for re-pricing and will update and maintain the vendor file. The City will pay vas within thirty (30) days for the service fees agreed upon. In the event that Bill Review Services as set forth above are terminated, the City shall pay all fees and commitments, incurred by vas up to the termination date. Either party may terminate this portion of the agreement upon written thirty (30) days written notice. The fee for said services shall be billed at a $2 set up fee per bill with a $1 per line charge for bill review. There will be an additional fee of20% of savings for PPO discounts below fee schedule and 25% of savings on negotiated settlements for treatment bills in dispute. No charges will be incurred for duplicate reviews (Full and Partial) or for additional bill reconsiderations. vas will provide WCAB appearances at no additional charge. 7. Confidential Information Each party may, in confidence, discloses to the other party non-public information concerning such party's volume of business, methods, systems, clients, fees, practices, plans, and contract terms, and other confidential or commercially valuable proprietary information (collectively, "Confidential Information"). Each party acknowledges that the disclosing party shall, at all times, be and remain the owner of all Confidential Information disclosed by such party. The party to whom Confidential Information is disclosed may use such Confidential Information only in furtherance of the purposes and obligations. The party to whom any Confidential Information is disclosed shall use its best efforts, consistent with the manner in which it protects its own Confidential Information, to preserve the confidentiality of any such Confidential Information, which such party knows or reasonably should know that the other party deems to be Confidential Information. Neither party shall use for its own bcncfit or disclose to third parties any Confidential Information of the other party without such other party's written consent. Exhibit A. 29 of 39 EXIDBIT F Proposal For Migration from vas Portal to iVOS'U and/or ASP At City of Santa Ana August 27, 2004 Va y Oak SYSTEMS ~ Valley Oak Systems, Inc. Bishop Ranch 8 5000 Executive Parkway, Suite 340 San Ramon. CA 94583 www.valleyoak.com (925) 242-4600 Exhibit A, 30 of 39 tI ~?:-~ Proposallo City of Santa Ana Table of Contents EXECUTIVE OVERVIEW ..........................................................................................................................3 APPUCATION SERVICE PROVIDER (VOS TO HOST SOFTWARE)...................................................4 REMOTE ACCESS... .... ........ ................................ ..... .............................. ........ .............................. ................4 SYSTEM INFRASTRUCTURE............... ...... ... .... ................... ......... ............... ....................................... ...........4 SERVICES ................ ....................... ................................... ............... ..... .......... .............................. .............4 INCLUDED SERVICES FOR TRANSITION TO NOS.............................................................................6 OTHER RECOMMENDED SERVICES......................................................................................................6 PROJECT MANAGEMENT!IMPLEMENT AnON SUPPORT.......... ........... .................................. .........................6 TRAINING ........ ............. ........ .............. ...... ....... .................... ...... ........ ........ .......... ....... ..... ......... ......... ......... 6 OPTIONAL SERVICES ......................: ........ .......................... ......... ......................................... ....................... 7 InftasttuclUfe Setup and Configuration ................................................................................................. 7 NOS Installation and Coofiguration ..................................................................................................... 7 CLIENT RESPONSIBlUI1ES .......................................................................... ................................. .. ......... 7 Iotcrface or Additional Module ................ .......... ..... ........... ...................... ................ .......... ................... 7 Custom Reports..... .................. ............. .......... ............ ...................... ......... ..... ................ .......... .............7 PRICING.......................................................................................................................................................8 MIGRA nON TO IVOS MODEL.....................................................................................................................8 Annual Maintenance Fees ...,.......... ................ .......... ....................... ............... ............... ........................ 8 PROJECT MANAGEMENT ......... .............. ........ .............. ......... .................................. ........ ............ ................ 8 Optional Services (City of Santa Ana may choose to perform these tasks):..........................................8 Training .................. .......... ............ ..... ............. ........................ ..... .................. ............. ... ........... .............8 MIGRATION TO IVOS ASP MODEL ............................................................................................................ 9 Annual Maintenance Fee.. ...., .................. ........ ............ " .., ................. ........ ...,....., ......... ..................... ....9 ASP Monthly Fee .... ........ .................. .................................... .................. ............ .............. ........... ......... 9 Project Inanagenx:ntllInpleIllentation support .. ." .......__... "..__, ............ ...... ......... '.. ........ ................... ....... 9 Dlltawnve:rsion...........................n................d.....................................................................................9 HARDWARE AND SOFTWARE REQUIREMENTS .___..........................................................................10 Page 2 ExhibiO~f 39 '!';~ Proposal to City of Santa Ana Exeeutive Overview This document is meant to provide information regarding migration of the VOS Portal system currently being used by the City of Santa Ana (The City) to our iVOS application. In addition to iVOS, this document will provide information regarding our ASP deployment. ;VOS is a browser-based nEE compliant Claim Administration System designed to handle multiple lines of insurance. vas has an established product and is recognized as one of tile "best-of-breed" solutions in the market today. The ;vas system is highly cOllfigurable and can be customized to meet most organizational needs. iVOS has been designed to: >> Take advantage of the efficiencies gained by using truly browser-based technology enabling an unparalleled integration into the Windows desktop >> Require no middle-ware (i.e. Citrix) >> Eliminate the need to distribute software to individual desktops >> Maintain platform independence >> Be installed on your network or hosted on ours (ASP solution) >> Provide immediate access to the information you need for controlling costs, anytime, from anywhere iVOS enables the City to increase the efficiency and effectiveness oflhe entire claims administration process by taking advantage of the capabilities of what we think is the most advanced claims administration system available. Additionally, the integration of the system into the City's processes enables the organization to: >> Increase customer service levels and response times by being able to query, open, and edit multiple claimant files for multiple accounts simultaneously. >> Increase the productivity of claims personnel through various automated processes such as leller generation, diary notifications, and workflow business rules. >> Provide an easy to use reporting capability with over 80 standard reports; ad hoc reporting, and data export to various file formats that will enable all users to malee business decisions based on quality data. In addition to providing a new technical platform, iVOS also provides many functional improvements to vas Portal. Key new additions include: >> Totally integrated Ad Hoc Report Designer (full supported by VOS support) means ND MDre InfoMaker >> New "Claim Mail" - e-mail functionality at the claim file level >> bnproved Documcnllmaging >> Simplified security configuration >> Expanded Sticky Notes available throughout system Page 3 Exhibit9~,~f 39 ~ Proposa1 to City of Santa Ana ADDlication Service Provider (VaS to Host Software) In addition to iVOS, vas is providing information about our ASP model along with it benefits. The benefits associated with our ASP are: . VOS hosts the software and database at vas . The City will access the software via the Internet and or other communication line . VOS eliminates the need for City to support a database server and physical database for your claims system operation . vas takes on the responsibility to provide and maintain the server and database platform . One point of contact for support of both infrastructure and software . Technical expertise (No DBA services required) . Constant IT oversight and management . Reduce'or eliminate IT Staff . Data located offsite . Replication of servers Below is an outline of the services that will be included in the ASP service provided by VOS if the City chooses to implement iVOS using this model. Remote Access ~ Access via the Internet ~ System is available 8am - 6pm Monday through Saturday (System will be available outside of the hours noted above but will be subject to potential unavailability for vas maintenance procedures. ~ Customer support is available 8am Eastern- 6pm Pacific Monday through Friday System Infrastructure ~ Hardware ~ Database ~ Operating System ~ Ancillary Software (excluding e-mail, fax, etc.) Services In addition to the standard system support, vas will provide the System Administration support normally provided by In-bollse leebaical staff. Services are available during normal support hours. Other procedures such as check generation, correspondence modification, and reference table maintenance will be the responsibility of Client Personnel. Examples of services provided by vas are listed below as well as examples of tasks to be performed by Client. Services provided by VOS ~ Database administration tasks - such as killing runaway jobs, monitoring logs, backups, testing backups, monitoring performance/capacities etc.) Service provided to client at an additional cost: ~ Running standard monthly reporting history periods for value-as-<>freporting. Page 4 Exhibit\lq~ 39 , ~~~ Proposal to City of Santa Ana ~ Security maintenance - adding new users, changing existing user profiles, resetting passwords etc. ~ Data corrections to client databases at client request ~ Reference table changes - changes that cannot be done via iVOS ~ Enhancements Additional services will be provided upon request at VOS' curreat hourly rates. Services provided by Client ~ E.mail services ~ In~ets~ces }> Desktop/Printer/Scanner support ~ Desktop software (e.g. MS Office) ~ Virus protection }> Network infrastructure and connectivity to ISP ~ User accessipassword approvals }> Enhancement change request approvals }> Production maintenance approvals ~ Reference table changes - changes made via iVOS ~ Rwming custom interfaces - such as Bill Review, state EDI data transfers, Bank }> Check generation }> Correspondence maintenance ~ Policy maintenance VOS also has a long-term commitment to our clients. Our development methodology has enabled us to effectively and efficiently support our clients. As part of an on-going support relationship we provide our clients with a very high level of service and support as well as annual updates (both technical and ftmctional) to the system. We pride ourselves on the fact that VOS has never lost a client and we work very had to maintain that distinctinn. VOS is well qualified to provide an outstanding ""Julion for the City. vas has developed an excellent reputation in the industry that is supported by our clients. Weare very enthusiastic about the opportunity to develop a mutually beneficial business relationship with the City. We would like to view this proposal as a basis to develop that relationship. With the capabilities of the system and combined efforts of both of our teams, we believe a tremendous solution can be implemented. We believe that there are two key points with respect to our existing vas Portal clients migrating to the iVOS application: o No data conversion Is required o No additional license fees are required However. there are costs associated with implementing NOS and the ASP deployment for existing vas Portal clients. The costs involve and increase in your current Annual Maintenance Fee (not applicable with the ASP), Project Management, Training and Implementation Support. Specific estimated costs are listed in the Cost section of this document. Page 5 Exhibit ~lNQf 39 .- ~~~ Proposal to City of Santa Ana Included Services for Transition te IVOS The services listed below will be provided are no additional cost for our current clients: )> 4 hour consultation with a Valley Oak implementation manager to discuss iVaS its infrastructure requirements, features and functionality. The objective of this is to jointly decide which components of the migration will be completed by the client and to identify areas where assistance will be required from Valley Oak. This allows the correct scheduling and resOurce allocation to occur in order to meet our client's business requirements. )> Handover to support to ensure that any custom configurations or system setup is know to facilitate ongoing support Other Recommended Services These services are recommended to obtain the maximum business benefit from your iVaS implementation. Project ManagementJImplementatlon Snpport Moving to an iVaS environment has many implications for existing and new users. Valley Oak offers services to review the existing vas Portal implementation and to advise,on how iVaS could be implemented taking advantage of the new features, security system, reporter and report designer. Our Project Management services also provide for a smooth transition for vas Portal toiVaS. Training Migration to iVaS - System Administration I Day Selected Power Users willleam all essential functions for managing and securing Users in iVOS Claims and Reporter. All levels of security will be discussed including adding/copying new Users, creating Roles and Groups, configuring field and column security and configuring iVaS Scheduler. Migration to iVOS - User Intermediate 1 Day Current Portal Users will be introduced to iVaS by learning the differences between iVOS and Portal. Users willleam ofiVaS' New Look and New Features such as Sticky Notes, Email, and Payment Search Migration to ivas - iVaS Reporter Current Reporter Users will be introduced to iVOS Reporter. Users will functionality ofiVaS Reporter, including new look GUI and features. 1 Day leam design and Migration to ;vas - iVOS Report Designer 1 Day Client selected iVaS Users will learn VOS' custom report designer which allows the generation of adhoc reports using an intuitive drag and drop interface. Page 6 Exhibi?W~f 39 , ~~ ODtional Services Proposal to City of Santa Ana IDfrastructure Setup and Configuration iVOS is a browser based application and for many of our customers this is the internet application which they have deployed. Therefore Valley Oak offers support services to advise and/or perform the setup and configuration of the technical infrastructure required to run iVOS, namely installation and configuration of the application server. Duration is dependant on the complexity and size of the iVOS implementation. :- iVOS InstallatioD aDd ConfiguratioD Many of the standard Valley Oak features such as Security and Business Rules are implemented with a new User Interface and some changes to functionality. Some of our Clients prefer Valley Oak to advise and/or perform the iVOS setup in terms of users, groups and roles, business rules, the iVOS scheduler and claim mail. The extent of Valley Oak involvement in this process is normally ascertained during the NOS requirements analysis workshop. . ClieDt ResDonsibilities Interface or Additional Module It will be necessary to run test files on existing system interfaces to enSure continuity of operation within the iVOS environment. Custom Reports These will be supported within the iVOS environment; however clients should begin to deploy custom reports using the new iVOS report designer. Page 7 ExhibitlJl!f~f 39 Y'!I:.: Proposal to City of Santa Ana Pricine Migration to iVOS Mothl ~~ Annual Maintenance Fees \:;> 0 The City of Santa Ana will experience an increase from your current fee of $18,525 to $27,728. :'1.5 %, Prolect Manal!ement (5 - JO Days@ 51.S00/day) $7,500 - 515,000 ODtlonal Services (Citv of Santa Ana mav choose to Derform these tasks): . Infrastructure Setup and Configuration (1 day@ 51.500 per day) . iVOS Installation and Configuration (1 day@ $1,500 per day) $1,500 $1,500 Traininl! The cost for training bas been calculated based on the assumption ofVOS providing training for up to 10 wen. Actual Fees are based on $I,SOO/day/trainer. . Migration to iVOS - User Intermediate (I dayS@$1,500perday) $1,500 . Migration to iVOS - iVOS Reporter (1 day@ $1,500 per day) . Migration to iVOS - iVOS Report Desigoer (1 day@$1,500perday) . Migration to iVOS - System Administration (1 day@ $1,500 per day) Total: $1,500 $1,500 $1,500 $6,000 rage g Exhibit ~~/3~f 39 ~I~ Proposal to City of Santa Ana Migratioll to iJlOS ASP Model Annual MaiDteDlUlce Fee Annual Maintenance fee remains at current rate. ASP MODth ee Fee is based on concurrent users. 52,7SO/mo Proiect maDal!emeDtlImDlemeDtatioD SUDDort 57,500.515.000 Services to support the migration from the current systems to the ASP model. We estimate five to ten (5) days for all necessary services. Actual implementation cost will be invoiced @ $I,5oo/day. Data Conversion Conversion of data from the City's current YOS Portal systems to the iVOS 54,500 ASP system. Includes merging the data from the separate City of Santa Ana Databases into one and retaining their distinct reference tables via the use of the Client Code in iYOS. Pricing quoted.;s confidential to Valley Oak Systems and exclusive to City of Santa Ana. Pricing is valid for 60 days from the date of this Proposal, assumes mutually agreeable contract documentation, and may be extended in writing at the discretion of Valley Oak Systems, Inc. All pricing is exclusive of travel related expenses, which are billed to City of Santa ADa OD a month basis as incurred. Page 9 Exhibit9R/~mf 39 ~ Proposal to City of Santa Ana Hardware and Software Requirements iVOS Reqnirements: Database Server Hardware and Software Requlremellts Requirements based on database selected. Databases Supported: . Oracle 9i or later . MS SQL Server 2000 with Service Pack 3 or later . Sybase Adaptive Server Enterprise 12 or later o For Intel-based solutions, vas recommends a minimum ofa IGHz processor with 512MB ofRAM. o Disk space requirements depend upon the amount of historical data, annual claims volume, and optional modules selected such as Document Imaging. Web Application Server Hardware aJld Software Requirements . Server: Platform independent with dual I GHz processor system and lOB of RAM per 50 users . J2EE L3/J2SE 1.4 compliantapplication server Desktop Hardware and Software Requirements . 800MHz processor . 256MB RAM for Windows 98 and 512MB RAM for Windows NT, Windows 2000, or Windows XP . Adobe Acrobat Reader 5.0 or later, Microsoft Word and Excel (2000 and later) . Browser: Internet Explorer 6.0 (Service Pack 2 or later) Internet Connection . Download speed: 1.5Mb/see . Upload speed: 384Kb/sec Remote Conneetivlty Hardware aad Software Requlremeats . Network access and PCAnywhere software Prmter. . Check Printers - HP LaserJet family that have MICR toner cartridges available (optioIUlI) . LetterlReport Printer - Laser printer (HP preferred) with 2 bin capability, DeskJet printers are not supported Page 10 Exhibit ~~~39 # V"lley O"k i ~ ~ ! l .... S Valley Oak Service Level Agreement Exhibit B VOS Service Level Agreement The vas Service Level Agreement ("SLA") describes the type of services included under the standard support and maintenance agreement, and the service level expectations for the customer (the "Customer") who has purchased Software (the "Software") from VQS. In addition, it covers billable services that fall outside the standard Software Support and Maintenance Agreement. The vas Software Support and Maintenance Agreement pertain to issues with the vas Software, and not with any infrastructure or database issues. If the Customer provides access, vas will provide remote diagnostic analysis of the Software problem and problem correction. vas exercises commercially reasonable efforts to address any error in the Software. VOS will use its best efforts to provide one (or a combination) of the following three solutions: .:. Provide a software fix in the current release of the Software .:. Provide a workaround until a software fix is available .:. Provide a software fix in the next release of the Software Important Note: The Customer shall appoint up to three individuals to act as liaisons between the Customer and VOS. Those individuals must be knowledgeable in the operation of the Software in order to serve as primary contacts between the Customer and VOS regarding the report of support issues. All of the Customer's support inquiries shall be initiated through these contacts. The Customer may change either the main contacts or their alternates at any time upon notification in an e-mail tovossUDDort(Q)vallevoak.com. or in writing to: Customer Support Manager, Valley Oak Systems, Inc. Bishop Ranch 8 5000 Executive Parkway, Suite 340 San Ramon, CA 94583, 1. User Problems A. HOURS OF OPERATION .:. Support during business hours is Monday - Friday 5:00 a.m. - 6:00 p.m. PST. .:. Support during non business hours and holidays can be pre-arranged on a time and expenses basis. B. PROBLEM REPORTING METHODS .:. During business hours, the Customer has the option of reporting problems via phone or e-mail. A voice-mail will be recorded if all VOS support staff are busy. .:. During non-business hours, users have the option of reporting problems via phone (voice-mail) or e- mail. C. TYPES OF PROBLEMS HANDLED Customer Support is a triage center for all problems and/or requests regarding the Software after implementation. These include: .:. Bugs with the Software .:. VOS Software Upgrades - Customers can request to upgrade to any standard VOS release during business hours. See section 3 below for more details. .:. Enhancement Requests - Request enhancements to the Software. .:. Optional Module Purchases - Request to purchase optional modules. .:. Data Conversions - Request for add on data conversions. VOS Service Level Agreement Exhibit B, 1 of 5 Page I , Valley Oak l y ~ 1 l _Y . .:. Support Extra - request vas resources to perform tasks outside the Software Support and Maintenance Agreement. .:. Training - cost depends on training request. D. PRIORITIZATION OF PROBLEM REPORTS 1. Priority 1 - Customer is unable to perform critical business functions as a result of Software bug, such as: .:. Unable to add claims; .:. Unable to process checks or create Accounts Payable export; .:. Data corruption caused by a vas Software bug. 2. Priority 2 ~ the vas Software is impaired, but the Customer can perform critical business functions and no data is being corrupted. E. PROCESS FOR PROBLEM ESCALATION 1. Escalation Process for Priority 1 .:. Escalation State 1 - If the vas Customer Support Analyst cannot resolve the issue within 2 hours, the issue is escalated to the VOS Customer Support Manager. .:. Escalation State 2 - If the VOS Customer Support Manager cannot resolve the issue within 8 hours, the issue is escalated to the VOS Vice President, Client Services. 2. Escalation Process for Priority 2 .:. Escalation State I - If the VOS Customer Support Analyst cannot resolve the issue or provide Customer with a workaround within 2 business days, the issue is escalated to the VOS Customer Support Manager. .:. Escalation State 2 - If the VOS Customer Support Manager cannot resolve the issue or provide Customer with a workaround within 4 business days, the issue is escalated to the VOS Vice President, Client Services. 2. Service Expectations A. RESPONSE TIMES - PROBLEMS RECEIVED DURING BUSINESS HOURS 1. Telephone .:. On average, the customer support center responds to calls in person 85% of the time. .:. Calls not answered by the customer support center are directed to voice-mail. 2. Voice-mail or E-Mail Reporting .:. Problems reported by voice-mail or e-mail will receive an acknowledgement within I hour by phone or e-mail. The VOS Customer Support Analyst will provide a Heat ticket number and priority. B. RESPONSE TIMES - PROBLEMS RECEIVED DURING NON BUSINESS HOURS .:. Problems reported by voice-mail or e-mail during non-business hours, are evaluated and prioritized at the start of the next business day. The Customer will receive an acknowledgement within 1 hour by phone or e-mail. The VOS Customer Support Analyst will provide a Heat ticket number and priority. C. FOLLOW-UP TIMES .:. Customers whose problems arc not resolved in the course of the first contact, will receive a first update via phone or e-mail within 24 hours. vas Service Level Agreement Exhibit S, 2 of 5 Page 2 ft Valley Oak $' $: flo< l 3. vas Software Upgrades The Software Support and Maintenance Agreement entitles Customers to request vas support to perform upgrade of any standard vas release during business hours. This includes: .:. Scheduling upgrade with point person at the Customer site. .:. Applying upgrade scripts to the Customer test and production environments. .:. Installation of new Software and ensuring the vas user id can start the apphcation. Additional services can be requested on a time and expenses basis from VQS. These include: .:. Performing upgrade prerequisite tasks such as backups. .:. Performing acceptance testing of the upgrade. .:. Changing custom software or software not covered under the standard support and maintenance agreement, if required, as a result of the upgrade. .:. Providing Security adjustments as a result of new functionality in the upgrade. .:. Hooking in new reports via Reporter. 4. Billable Services Billable requests are handled either under a Support Extra Agreement or via a statement of work. [fthe work is being done outside a Support Extra Agreement, then a signed statement of work is required for work to proceed. Billable work includes, but is not limited to, the following: .:. Support and maintenance of custom modules that are not covered under the Software Support and Maintenance Agreement. .:. Implementation for any optional software modules. .:. Add on data conversions. .:. Supplemental training. .:. Support during non business hours. .:. vas upgrades during non business hours. .:. Custom reports - Defining, creating, and testing. .:. vas database changes, such as org changes, combining insureds, reference table changes. .:. Security configuration consulting or setup. .:. Performance troubleshooting. .:. Database administration services. .:. Backup and recovery consulting. .:. Server set up, upgrades or update services. .:. Database setup, upgrades or update services. .:. Citrix and Application Server consulting. .:. Business Analysis. .:. Custom Enhancements; for example: )0- New functionality in vpcheck. >- Changes to vpcheck for new Customer set up. };.- Changes to vpcheck for sort sequence. };.- Custom stored procedures (e.g. p_examiner). >- Enhancements. .:. Enhancement to standard vas Software in existing releases. .:. For interfaces: o Installation and configuration of any interface Software on hardware external to the vas data center. o Training on interfaces. o Customer initiated changes to the interface specification. vas reserves the right to modify the interface specification for future enhancements. o Customer changes to systems external to vas that result in any failures or performance problems with the interface. vas Service Level Agreement Exhibit S, 3 of 5 Page 3 . Valley Oak s.). !.'" S o Corrections to Customer's data, including, but not limited to, data modification for purposes of exporting/importing lo/from the vas database. o Any hardware or software problems beyond the control of VQS, including, but not limited to, the following: o Bugs in a Customer's computer software and hardware that result in interface operational failure. o Network changes and network performance problems. .:. Other 5. Causes Not Attributable to VOS The Maintenance Fee does not include services requested as a result of, or with respect to, causes or errors, which are not attributable to vas or cannot be reproduced by vas on unmodified Software. In the event that the Customer requests vas to provide, and vas does so provide, any services in connection with causes or errors which are not attributable to VOS, the Customer shall pay VOS for such additional services on a time and materials basis at VOS' then current service tates. Causes or errors, which are not attributable to vas include, but are not limited to, the following: 1. Accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure or fluctuation of electric power, air conditioning or humidity control; excessive heating; fire and smoke damage; or causes other than ordinary use. 2. Use of the Software on equipment or rotation media other than the equipment for which such software was designed and licensed for use on. 3. Interconnection, interfacing or operation of the Software with other software products not supplied by vas. 4. Operation of the Software with other media, hardware, software or telecommunication interfaces not meeting or not maintained in accordance with the manufacturer's or environmental or vas' specifications. 5. Improper installation by the Customer or use of the Software that deviates from any operating procedures established by vas in the applicable Documentation or in environmental or manufacturer specifications. 6. Modification, customization, alteration or addition or attempted modification, customization, alteration or addition of the Software undertaken by the Customer or its agents, assigns, contractors, employees or other's under the Customer's controL 7. Software programs made by the Customer or other parties unJess specifically covered in a Statement of Work between the Customer and vas. 8. Customer's failure to implement current versions of the Software that are issued under this Service Level Agreement. 9. Introduction of data into any database used by the Software by any means other than the use of the Software. 10. Failure by the Customer to respond to any action plans provided by vas pursuant to a support call by the Customer. 6. Contactiug VOS Customer Support Support is initiated through a Customer contact via telephone or e~mail. The following information can be used to initiate the support process: Support Number E-Mail Address (925) 242-4672 vossupport@valleyoak.com A support ticket will be issued via e-mail and/or phone along with a priority per the response times provided in this SLA. During this initial contact, the vas Customer Support Representative may verify and/or request the following information from the Customer. Failure to provide this information may hinder the ability to resolve the issue in a timely fashion. vas Service Level Agreement Exhibit B, 4 of 5 Page 4 #f Valley Oak i . ~ I l '" S . Customer support contact information (name, title, company name, e-mail address, phone number, pager number, fax number, and/or cell number). . Confirmation of Software release and patch level, operating system, and/or database version. For performance issues, include desktop operating system, disk space, amount of memory, and MHz. . Detailed problem description. Include any symptoms, patterns (time of day, certain users, etc.), and/or any specific error messages received. . Historical description of problem (did it ever work, when last worked, what changed, what steps have been taken to avoid and/or resolve issue, etc.). 7. On-Site Assistance \\Then, at VQS' discretion, on-site assistance is required to perform any support, the Customer will reimburse vas for all related traveling expenses and costs for board and lodging with all Professional Services to be rendered at vas' standard rates. 8. Supported Software Versions Maintenance and support will only be provided for the current version of the Software and the version of the Software released immediately prior to the current version. Support for the Software prior to the current version will be for a period up to one (l) year from the release date of the current version. vas Service Level Agreement Exhibit S, 5 of 5 Page 5 , .. 02/09/2007 18:58 9255521655 VALEyOAK PAGE 02 ACORQ CERTIFICATE OF LIABILITY INSURANCE I .....~ 02/09/2007 "IIOPuCM (650)341-4414 FAX (650)341-4465 THIS CERllFICATE IS ISSUED AS A MATTER OF INFORMATION Business Profes5ion~1 lns. Assoc. Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICA.TE 1519 SDuth 8 Street HOLDER. THIS CERTIFICATE DOES NOT AIl4END, EXTEND OR Al.TER THE COVERAGE AFFORDeO BY THE POLICIES BELOW. San Mateo, CA 9440Z INSU~ERS AFFORDING COVERAGE NAIC* ......D 'Va '-'_y 0.... s)'st.e.s lite. INsu~ER . reele...., I"surance 5000 EX@cQt1~e Pkwy, Suite 340 INS\JAEIlle" G~.n;te State Ins. Co San IJimot'l, CA '4513 If\lSUA[A C I"4$URElto- INSUftEI'I:f' TI1e POLICIES Of INSU~CE LISTEe BELOW HAVE BEEN ISSUEO TO THE INSURED NAMEO ABOVE FO~ THE POuCY PEAIOD INDICATED. NOT\I\IIll1STANorNG ANY REOUIREMENT, TERM OR: COIIIOITION Of ANV CONTAACT OR OTHEFli DOCUMENT lMTH RESPECT TO \l\lHICH THIS CERTIFICATE.....y BE ISSUED OR MAY PERTAIN, TliE rNSURAtwlCE AFFOItDED BY THE POLICIES r,esCR1BEo HEREI~ IS SUBJECT TO Al..l THE TEA:MS, EXCLUSIONS ArotO CONDITIONS OF SUCH ~s. AG<JRE~TE LIMITS SM~ MAy ~AVE BEEN REDUCED BY PAlO Cl..AIMS INSl "rYN or JfIIISUItANCE POLlcY IIIIU.,.. flQ&.tCY'",C'n\fE POL"'" no. ...." ~lft'lU.lUMll.ITY JSI2-10-16 PLE 07/21/2006 07/ZI/2007 !::....CH OCCuf"'f'OCE . 1.000.00a -.!D~lAL GE"4tilt"lllA81\,.ITY DAM' fOM~TfO S 1 000,00 I...- CL.AIWS MADe 0 OCCUfil ~(OE)("{A"Vo".pot.Dnl . 10 004 A - PERSONAL" AOv I~JUAY . 1,000,004 - OE'NE"AlIoGQRfOAtf . Z,OOO.ooa ~~OATlElIMIT"'nSIPER PAOOUCTS.C~_~"",cc , 1 000,00 X "Olley n ~18T lOC , ~~u""..ITY 7499-64-69 07/ZI/Z006 07/21/2007 COMfllHI::OSlIo.GLlOl:M!f S "',"'-UtO llO'~CIMI] . .!. 000, OO~ f- f- All~f.OAUTOSi 80011.'" INJVAV . SCMfOUlEO AUTOS fPw,.....,on) A 'X HIAl:D AUf OS aOOlL'I' INJuRV i- i S NOtII-OWr4&D Autos (~lIeClcle!\1, f-". e- PRO~ATV OAMAG~ . ,P.,.w.nrj ~""l"""lY AUTO O"'L v . Ell ^CCIOENt S ^NV AUtO OTHER THA'II fAACC S AU'TOONLV """ I nclilMJ11811nlJl '-"'-'TV 7913-41-70 07/ZI/2006 07/lI/Z007 EACt1 OCCUAIIEfClE . 3 000.001 ~'0CC1JR 0 CUIl4~ l!l1O.()( "'GCA:EG...n . 3,000,001 A EXCLUDES PROfESSIONAL J , f:;i loeOUCfl8u LIABILITY s X AiytNTION . 10,00( ~IOl:. , WOli8Waea,.....noN AIIIO CA we H5 55-67 10/16/Z006 10/16/2007 1flllPl.00000' UAIUTY ALL OlllER STATES _ I,OOO~ 8 AIfV PR~IHOR"'Nn'NERo'(IUCIJ'TJVf' EI.E,ll,C......CCIOO<tT , ()II'1'1C'A~I'!M8ER iXCWQfD' we J55-56-71 E L Olse..Sl I!'A E~P~O"" . 1 000,0 ~C:~~ONS~_ we 35S-56-74 F.lOrH...SS;.POlICl'l"lf S 1.000 00 Pc:.~ssional liah"ihty HIZ-IO-16 PLE 07/21/2006 07/21/2007 U,OOO,ooO A (EXCLUDED FRO" EXCESS SIOO,OOO Deductible LIABILITY POLICY) ~~Of ONIU.~S/lOCAftOfrtS'VlNlCl.i' I!.IlClUlION, :M"'f./'lIDCMaCM&:~' PliClAl ~DV1'1QIIII" .r~,flcate Hol r i5 naMed .$ AdditioR" Insured wit respects to the insuredts business ope~t1ons. I ~it;on~l Insured appl;es to Gener~l L;~b;l;ty pol icy only. en (10) day notice of cancel'~tion shall ~ppl) foro nOn - p...yment of pr"lIft1iunt. rCEATlFfCATF HOLDER I , City of Santa Ana 20 Civlc Center Pla~~. M-30 Santa Ana, CA '2101 'HOUlD AN.,. Of THI! AlavE OESC"."D "OlICIES IE CANCELleD U'OIll'f 'l'MI! UP...T1Of1l DATI! THlIII'IEOl'. 110ft IISUING 1N$Ua'1'. iNIu ,NOl[AVOII: TO MAIL ~ nAYS WI'lln6N '-IOl'l(:f TO THE' ClElltT1f'rcATE MOlDtIl NAMED TO THE LI!FT, IlUT ".'LlJlII" TO MAIL .UCH NOncE SN"lL I~II'OSI' NO OIllUCAnoN OIl! LUl8111'YY .....- GJ ANY MtN'O ~ TNt INSUJlE:II:, IT5 AGEN1"5 OIllIllI!!PItI!S'EHTATIVE5 AUTttOJlIlIED .1E~UI""ll\lt CO"L,./ c--.--". _ ....COR:D 25 (2001'011) ~~//L OACOAD CORPORATION 19" 02/09/2007 18:58 9255521555 VALEvOAK PAGE 03 IMPORTANT Ir Ihe ce~lrlCale holder I. an ADDITIONAL INSURED, the pollcY(I.'} must be endorsed A .talemen! on lnis ceru'icate does not conter rights 10 the certificate hOlder In lieu of such endotsement(s) 11 SUBROGATrON IS WAIVED, subject to the terms and conditions of the policy, certaIn poricles may reql.Mre an endorsement A statement on this certificate does not confer rights 10 the certificate holder In lieu or such endorsement(6) DISCLAIMER Ttle CertirlCate of Insurance on the relferse side of thiS form does not constitute 8 contract between the iSSUing insurer(sl. authorized rllpre6entahve or Ilroducer, and the certlficale holder, nor does It affirmatively Of negatively amend. ewtend or alter rhe coverage afforded by the pohcles listed thereon .CORD 215 (200'101) \~ Z/~ ACORD '" ::~~)'~~:~':-~::~:~.,::,}2df:~l:;;'~h':::;;:[i'~ "~~~;;":~~:j:;.~~r~~i1fJh;~ltI!iU- '~[3'~~~r~:~1lirlL):O;-riffil'/~:;<t:l,~~>?fV7~ttt:~~:'f.T;l:D.}:~:i'~-:~;,:;if~~':,: ,I ~:.~" :'-:~fJ.~~~ ~~~; ~~'~ '"1' ,,.:~ ,...,- :;; lli d" ,;;] A a:; IS ~ 1l ~",ijf!~ ,~ ~ "'".' 'n" ~l""~ ~., " '" JiiI. ~j .'~ . (~ ,.. f' ,_'_::~o"';';' -', "="',"8'''' l=:~:it;:l:.;.' I" ~~~~ ~~{~ \;~, ~;1t\1 ~w ... 9,.. ~"'i ?l =~I!a' ~r!Vi!;:: '\V~.~. ~~]!...;.:;..~:-j-:,R -_(.-;:::jJk-~:,::-;,~~~" .:':::: :-..~~-=;)ll~~~ :sf'~%J~,,",'~~ffr . ''f'J;: i" ~W ~':: ~~t!:1~~;,..,~~<<~-1.r~~:~4t::~W!~ <l~=' ..c2 ~~,:iJR,.t'J.!lbB~~=:T"S~=.?:",,;v~.r:' :e:~1f:;il:;tZ;-.,~~ 1~ ',,,," ..- .,,'1.0. ~~.. ',I" ... ."" . .~.:~ _ ~J. ~~~...,,.,~ ,.' .. "='","~.;,:o-,--:..I...< ___i:!~.._....r:'=::::" ...~ Serial # 8389 DATE (MMIDD/YY) 07/25/2007 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONt Y AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY CONTINENTAL CASUALTY COMPANY A COMPANY TRANSPORTATION INSURANCE COMPANY B CO~ANY AMERICAN CASUALTY COMPANY OF READING. PA COM~mY LUNOIS NATIONAL INSURANCE COMPANY PRODUCER AON RISK SERVICES, INC. OF ILLINOIS 1000 N. MILWAUKEE AVENUE GlENVIEW, IL 60025 PHONE -1-866-283-7122 FAX - 847-953-5390 INSURED AON CORPORATION AND VAlLEY OAK SYSTEMS 200 E. RANDOLPH CHICAGO. IL 60601 .4 ..~OO?-O).(' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWrrHST ANDING ANY REQUIREMENT. TERM OR CONDITION OF AtN CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICY EffECTIVE POLICY EXPIRATION LIMITS LTR TYPE OF INSURANCE POLICY NUMBER DATE (MMIDDNY) DATE (LIMIDDIYY) A GENERAL LlABILI1Y GL2091214146 06/01/2007 06/01/2008 GENERAL AGGREGATE $ 2,000,000 X COMMERCIAl. GENERAL UABIUlY PRODUCTS. COMP/OP AGG $ 1,000,000 ClAIMS MADE 00 OCCUR PERSONAl & ArN INJURY $ 1,000,000 OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE (Any ono fro) $ 1,000,000 MED EXP (Anyone pOISOn) $ 10.000 A AUTOMOBILE LIABILITY BUA2091214065 06/01/2007 06/01/2008 COMBINED SINGLE UMIT $ 1,000,000 X ANY AUTO ALL OWNED AUTOS BODILY INJURY , $ SCHEDULED AUTOS I~_) =t= HIRED AUTOS //; BODIE. Y INJURY $ NON-OWNED AUTOS (_ accident) ---- -- PROPERlY DAMAGE 1$ I GARAGE UABILlTY AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN AUTO ONLY: ----- EACH ACCIDENT $ AGGREGATE $ D EXCESS LIABILITY BE9834966 06101/2007 06/01/2008 EACH OCCURRENCE $ 3,000,000 X UMBRELlA FORM AGGREGATE $ 3,000,O~ OTHER THAN UMBRElLA FORM $ B WORKER'S COMPENSATION AND WC2091213935(AZ,CO,NV.OR,WI) 06/01/2007 06/01/2008 C EMPLOYERS' UABlUTY WC2091214020{AOS) 1,000,000 El FJlCH ACCIDENT $ C IWC2091213983 (CA) -------- THE PROPRETORJ INCl El DISEASE - POLICY LIMIT $ 1,000,000 PARTNERSlEXECUTIVE OFfICERS ARE: EXCl El OISEASE - EA EMPLOYEE $ 1,000,000 OTHER D SCRIPTION OF OPERATIONS/lOCATIDNSNEHIClESlSPECIAL.ITEMS AON SUBSIDIARY: VALLEY OAK SYSTEMS, 5000 EXECUTIVE PARKWAY, SAN RAMON CA 94583. THE CITY OF SANTA ANA, ITS OFFICERS, AGENTS, EMPLOYEES, AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSURED ON THE GENERAL LIABILITY POLICY IN RESPECTS TO INSURED'S BUSINESS OPERATIONS, AS REQUIRED BY WRITTEN CONTRACT. CITY OF SANTA ANA JEFF STEVENS - RISK MGR. 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WilL ENDEAVOR TO MAIL. 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT, BUT FAIL.URE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR L.IABllIlY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATfVE Aon Risk Services, Inc. of/linois BDOCUMENT PRODUCTION\CHOICESIAON GLALWCEX OHJ8.FP5 ACORD '0, , ,~,~ v 4~' S -~~'~Jt,t-::0 I ~ ~ lt~~~ ':,~:~~:'};j~Y~:~%~;'~';n~::' 't>~'€1 ~-'::';~I~:::'::i..~ :.: ::,,~: ,\~r>';: :,"c;..r~ ..r~ ;.~::~.r ~ :.;-7> . "~I ~:~~~~?'~~1~t . 'I' :, ,~J .. j .; ~ "",]1 /"'-<I.[t":-" "" 0=.' I~~ dr" I' ^~l ,j:q I'~ 'i'"~., I '1 ~ ,'-~ 'j Ii ',' ,If .'i' 'i fr I'" ,1 ,-,-,: ',,,',_. ~v" . ''i'' .. l,t ~(';.,~:~\ ';~~r,' i",j)'1_;I~r:}~lff~ f1,~.~,")j 1;'.~1 v.;~:::~:i~ -:t<)'~ft "'f~ ~~: ~y~1'6~:-:--' _'":~'.(_i'_>X.'1\~UJ:~.t-- . ,,/2 ~ j._ ..< 'r.r.::r:->)l i~",d ,t, t..:t ',...~.<>. :'J ..~=.\."il r~~", q~f.,.,., <'!.. ~ -""~,,,1..""":::y ....-;. a~ >"-l'~r",~,..~Ji~~li~'~fr,'-i!.,.t =" -~~ .~ "~-~'~-\'~"" ...,ir.g3-.- ...:.".....:...___._'-_~ ..i'f~.::/.I.~~~.~,.:H. ~~~'7""".-+:,. -~:'\:'..... ~~q~~= "'C'\l-.'t.;".. ~_.~,;--::'Jf,-~~...~~......_";dt..~~"::::""" '~(;:;-~.z:F'..2-J.:I~;;';;: Serial # 06821 DATE (MMlDDIYY) 07/25/2007 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. COMPANIES AFFORDING COVERAGE ~-,-~ COMPANY LEXINGTON INSURANCE COMPANY A PRODUCER AON RISK SERVICES, INC. OF ILLINOIS 1000 N. MILWAUKEE AVENUE GLENVlEW,IL 60025 PHONE. 1-866-283-7122 FAX - 847.953-5390 INSURED COMPANY B AON CORPORATION AND VALLEY OAK SYSTEMS INC 200 E. RANDOLPH CHICAGO. lL 60601 COMPANY C . - . . THIS IS TO CERTIFY THAT THE POLlCII:S OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOlWITHSTANDING Am REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. co TYPE OF INSURANCE POlICY EFFECTIve POLICY EXPIRATION LIMITS LTR POLICY NUMBER DATe (YMIDDIYY) DATe (MMlDDIYY) GENERAL lIABIUTY GENERAL AGGREGATE $ COMMERCIAL GENERAL UABIUTY PRODUClS.COMP~PAGG $ ClAIMS MADE 0 OCCUR PERSONAl & ArYV INJURY $ OWNER'S & CONTRACTORS PROT EACH OCCURRENCE $ FIRE DAMAGE (Anyone fire) $ MED EX!' (Any one per.;on) $ AUTOMOBILE LIABIUTY ANY AUTO COMBINED SINGLE LIMIT $ ALL OWNED AUTOS BOOIL Y INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY '$ NON-OWNED AUTOS {per acCklen~__--1 PROPERTY DAMAGE $ GARAGE UABIUlY AlITO OM.. Y , EA ACCIDENT S ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EXCESS LIABIUTY EACH OCCURRENCE S UMBRELLA FORM AGGREGAlE S OTHER THAN UMBRELLA FORM $ WORKER'S COMPENSATION AND TH- ER SMPLOYERS' UABJUlY B.. EACH ACCIDENT $ THE PROPRIETORI INCL EL DISEASE - POUCY LIMIT S PARTNERSlEXECUTNE OFFICERS ARE: EXCl EL DISEASE - EA EMPLOYEE $ OTHER A ERRORS & OMISSIONS 7113473 4/17/2007 4/17/2011 EACH CLAIM: $3,000,000 SEE ATTACHED ADDENDUM DSSCRlPTION OF OPERATlONSllOCATIOHSNEHICLES/SPECIAL ITEMS AON SUBSIDIARY: VALLEY OAK SYSTEMS, 5000 EXECUTIVE PARKWAY. SAN RAMON CA 94583, CITY OF SANTA ANA ATTN: JEFF STEVENS. RISK MGR 20 CIVIC CENTER PLAZA SANTA ANA. CA 92701 SHOULD ANY OF THE ABOve D!:SCRIBED POUCIES BE CANCSlLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAIlED TO THS LEFT. BUT FAILURE TO MAIL SUCH NOTICE SHAU.IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE OF AON RISK SERVICES, INC, OF It Ann Risk &rvices, Inc of HIinois T:\DOCUMENT PRODUCTION\CHOICESAON E&O 2007.201 1.FP5 ---------,- E&O Coverage Insurer: Lexington Insurance Company POlicy number: 7113473 Policy term: 4/17/2007 - 4/17/2011 (a) This certificate of insurance contains a summary of the policy coverage and does not include all terms, conditions and exclusions of the policy. The policy contains the full and complete agreement with regard to coverage. In the event of any inconsistency between this certificate of insurance and the policy, the policy language shall control. (b) The insured has a retention on each and every claim under the policy. The retention has a minimum amount of $500,000 on each and every claim and may increase based upon the amount of the loss. (c) The insured has the right of the policy effective date. the policy for non-payment of to cancel the policy within 10 d~ys The insurer has the right to cancel premium. (d.) This is a claims made and reported policy of indemnity. (e) After an aggregate $103,500,000 in claims has been paid under the policy, no additional claims will be paid by the policy. However, the Insured, in its sole discretion, may specify an amount less than $103,500,000 on any certificate of insurance. (f) The limits of liability may be reduced in the event of non-payment of premium. ~317 Serial #: 06821 Page 2 POUCY NUMBER: GL 2091214146 ENDl. NO. 48 COMMERCIAL GENERAL LIABILITY CG 20 1007 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZA liON COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance provided under the following: SCHEOULE ANY PERSON OR ORGANIZAnON FOR WHOM YOU ARE OBLIGATED TO PROVIDE GENERAL LIABILITY INSURANCE BY A WRITTEN CONTRACT OR AGREEMENT. Location s Of Covered 0 rations A. Section II - Who Is An Insured is amended to Include as an additional Insured the person(s) or organization(s) shown in the Schedule. but only with respect to \lability for "bodily injury", "property damage" or "personal and advertising Injury" caused. in whole or In part, by: 1. Your eets or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional lnsured(s} at the locatlon(s) deSignated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: CG20 100704 This insurance does not apply to -bodily Injury" or "property damage- occurring after: 1. All work.. Including materials, parts or equipment fumlshed in connection with such wen. on the project (Clther Ittan service, maintenance or repairs) to be performed by or 00 behalf of the additional lnsured(s} at the location of the covered operaUons has been completed; or 2. That portion of .your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged In perfonnlng operations for a principal as a part of the same project ~Y!/r Copyright. 1$0 Properties, Inc., 2004 Page 1 of 1 A (MMlDDIYY) 09/03/2008 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE /-' PRODUCER Serial # 06821 AON RISK SERVICES CENTRAL, INC. FKA AON RISK SERVICES, INC. OF ILLINOIS 1000 N. MILWAUKEE AVENUE GLENVIEW, IL 60025 PHONE -1-666-263-7122 FAX - 647-953-5390 COMPANY A LEXINGTON INSURANCE COMPANY INSURED A- u;oi-Ot.f't i COMPANY , B I COMPANY , C AON CORPORATION AND VALLEY OAK SYSTEMS 200 E. RANDOLPH CHICAGO, IL 60601 COMPANY o THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOlWlTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1- POL.ICY EFFECTIVE POUCY EXPIRATION DATE (MMlDDNY) DATE (MMIDDtYY) TYPE OF INSURANCE POLICY NUMBER LIMITS co i LTR i COMMERCIAL GENERAL LIABILITY I CLAIMS MADE i OCCUR 'OWNER'S & CONTRACTOR'S PROT 19ENERAL AGGREGATE PRODUCTS ~ COMP/OP AGG PERSONAL & ADV INJURY EACH OCCURRENCE i ~~~ DAMAGE (Anyone fire I MED EXP (Anyone person) , , , I: " GENERAL LIABILITY i , , ! AUTOMOBILE LIABILITY ANY AUTO ~ ~ ALL OWNED AUTOS U SCHEDULED AUTOS ~ HIRED AUTOS ; COMBINED SINGLE WAlT 1..~,O,- ~,~L~ INJURY (Perpenion) , " 1- , , NON-OWNED AUTOS BODILY INJURY (Per accident) PROPERTY DAMAGE , , r !$ GARAGE LIABILITY , ANY AUTO , , , '\ '.<-'l'""} .~ A,.~ .~, '"'; ":'M,; AUTO ONLY - EA ACCIDENT " OTHER THAN AUTO ONLY: I I EACH ACCIDENT " AGGREGATE , I EACH OCCURRENCE , AGGREGATE , , we STATU- OTH- j TORY LIMITS " EL EACH ACCIDENT , EL DISEASE - POLICY LIMIT , EL DISEASE - EA EMPLOYEE , EXCESS LIABILITY I UMBRELLA FORM laTHER THAN UMBRELLA FORM : WORKER'S COMPENSATION AND : EMPLOYERS" LIABILITY :... ,l~;,ll 'I..)[r.L iTHEPROPRIETORI jpARTNERSIEXECUTIVE i OFFICERS ARE j INCL I EXCL OTHER A ERRORS & OMISSIONS '7113473 SEE ATTACHED ADDENDUM 4/17/2007 4/17/2011 lEACH CLAIM: $3,000,000 DESCRIPTION OF OPERATIONS/LOCATlONSNEHICLEs/SPECIALITEMS RE. VALLEY OAK SYSTEMS. 5000 EXECUTIVE PARKWAY, SAN RAMON, CA 94583. CITY OF SANTA ANA ATTN: MR. JEFF STEVENS - RISK MANAGER 20 CIVIC CENTER PLAZA SANTA ANA. CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL ~ DAYS WRmEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBUGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE OF AON RISK SERVICES, INC. OF IL Inc. Page 1 T:\DOCUMENT PRODUCTION\CHOICESAON E&O 2007-2011.FP5 E&O Coverage Insurer: Lexington Insurance Company Policy number: 7113473 Policy term: 4/17/2007 - 4/17/2011 (a) This certificate of insurance contains a summary of the policy coverage and does not include all terms, conditions and exclusions of the policy. The policy contains the full and complete agreement with regard to coverage. In the event of any inconsistency between this certificate of insurance and the policy, the policy language shall control. (b) The insured has a retention on each and every claim under the policy. The retention has a minimum amount of $500,000 on each and every claim and may increase based upon the amount of the loss. (c) The insured has the right of the policy effective date. the policy for non-payment of to cancel the policy within 10 days The insurer has the right to cancel premium. (d) This is a claims made and reported policy of indemnity. (e) After an aggregate $103,500,000 in claims has been paid under the policy, no additional claims will be paid by the policy. However, the Insured, in its sole discretion, may specify an amount less than $103,500,000 on any certificate of insurance. (f) The limits of liability may be reduced in the event of non-payment of premium. :'; 1/75 'J '~.- .,:y Serial #. 06821 Page 2 ACORD w PRODUCER Serial # 8389 (MM/DDNY) 09/03/2008 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COM;ANY CONTINENTAL CASUALTY COMPANY AON RISK SERVICES CENTRAL, INC. FKA AON RISK SERVICES, INC. OF ILLINOIS 10DO N. MILWAUKEE AVENUE GLENVIEW,IL 60025 PHONE -1-866-283-7122 FAX. 847-953-5390 INSURED COM;ANY TRANSPORTATION INSURANCE COMPANY AON CORPORATION AND VALLEY OAK SYSTEMS 200 E. RANDOLPH CHICAGO. IL 60601 COM~ANY AMERICAN CASUALTY COMPANY OF READING, PA COM~ANY AMERICAN HOME ASSURANCE CO. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. co I ~~~~~~-;~~~T1VE POLICY EXPIRATION I LTR TYPE OF INSURANCE POLICY NUMBER DATE (MMIDDNY) DATE (MMJDDNY) LIMITS A AUTOMOBILE LIABILITY X ANY AUTO ~ ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNEO AUTOS I BUA2098356261 , 06/01/2008 ' 06/01/2009 FIRE DAMAGE (Anyone fire) MED EXP (Anyone person) I I COMBINED SINGLE LIMIT --:-$---- $ $ , $ $ .. 2,000,000 . 1"000,000 . u .1,000,000 1,000,000 1,000,000 10,000 A GENERAL LIABILITY GL2098356244 X i COMMERCIAL GENE~~I~ILlTY i , I CLAIMS MADE X i OCCUR I , 'I OWNER'S & CONTRACTOR'S PROT I I 06/01/2008 I 06/01/2009 'GENERAL AGGREGATE PRODUCTS - COMP/OP AGG PERSONAL & ADV INJURY EACH OCCURRENCE BODILY INJURY (Per person) , J $ 1,000,000 !$ ,', 1 C ~\ BQDIL Y INJURY (Peraccidenl) , GARAGE LIABILITY ANY AUTO o EXCESS LIABILITY X : UMBRELLA FORM i OTHER THAN UMBRELLA FORM BE6564963 06/01/2008 PROPERTY DAMAGE AUTO ONLY- EA ACCIDENT $ OTHER THAN AUTO ONLY; 06/01/2009 EACH OCCURRENCE 3,000,000 AGGREGATE 3,000,000 06/01/2009 X WCSTATU. OTH- TORY LIMITS iER EL EACH ACCIDENT $ 1,000,000 EL DISEASE - POLlCY LIMIT $ 1,000,000 EL DISEASE - EA EMPLOYEE $ 1,000,000 B WORKER'S COMPENSATION AND C I EMPLOYERS' LIABILITY I C :THEPROPRIETOR! PARTNERSIEXECUTIVE , OFFIGERSARE ! X INCL I ' i EXCL WC2098356194(AZ,CO, NV,OR,WI) WC2098356227(ALL OTHER STATES) WC2098356213 (CA) 06/01/2008 ! OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESISPECIAL ITEMS RE. VALLEY OAK SYSTEMS, 5000 EXECUTIVE PARKWAY. SAN RAMON, CA 94583. THE CITY OF SANTA ANA, ITS OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSURED WITH RESPECT TO THE GENERAL LIABILITY POLICY A WAIVER OF SUBROGATION IS IN FAVOR OF THE CERTIFICATE HOLDER WITH RESPECT TO THE GENERAL LIABILITY AND AUTOMOBILE LIABILITY POLICIES. ALL OF THE ABOVE TERMS ARE AS REOUIRED BY WRITTEN CONTRACT CITY OF SANTA ANA ATTN: MR. JEFF STEVENS - RISK MANAGER 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY 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 KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE nOOCUMENT PRODUCTION\CHOICES\AON GLAlWCEX 07-08.FP5 Aon Risk Serv~ce.s Central, Inc.