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HomeMy WebLinkAboutGEOSPATIAL TECHNOLOGIES, INC. 4 - 2014INSURANCE ON HLL A -20U -016 WORK MAY PROCEED UNTIL INSURANCE IRt I_ERK OF COUNCII. DATE ?: q '{ SOFTWARE MAINTENANCE AND SITE LICENSE AGREEMENT THIS AGREEMENT, made and entered into this 7th day of January, 2014 by and between GeoSpatial Technologies, Inc., a California Corporation, (hereinafter "GST "), 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 (hereinafter "City ") RECITALS A. The City desires to retain GST to maintain and license automated vehicle locator ( "AVL ") tracking software and mobile mapping services. GST represents that it is able and willing to provide these services, B. GST represents that it is the owner of GST automated vehicle locator tracking and mobile mapping software and as such, it is the only company able to maintain the software and provide site licensing for the City's use of the software. C. In undertaking the performance of this Agreement, GST represents that it is knowledgeable in its field and that any services performed by GST under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. D. City has used AVL tracking and mobile mapping software since approximately 2008 and during that time it has been maintained and licensed by GST. The parties intended to enter into a new agreement as of December 16, 2013, and conducted themselves pursuant to their continued agreement to provide for and pay for services associated with the maintenance and use of the software. 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: 1. SCOPE OF SERVICES GST shall perform those services as set forth in terms and conditions set forth in the attached Exhibit "A" to this Agreement and incorporated herein by reference. 2. COMPENSATION City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in the quote attached hereto as Exhibit "B" and incorporated herein by reference. The total sum to be expended under this Agreement shall be $20,898. 3. TERNI This Agreement shall commence on the date first written above and terminate on December 15, 2014, unless terminated earlier in accordance with Section 12, below, As noted above, to provide a continuity of service, this agreement is intended to cover services provided since December 14, 2013 in compliance with the parties' intent to renew the software maintenance and licensing agreement. A. INDEPENDENT CONTRACTOR GST shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which GST performs the services which are the subject matter of this Agreement; however, the services to be provided by GST shall be provided in a manner consistent with all applicable standards and regulations governing such services. GST shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. S. INSURANCE Prior to undertaking performance of work under this Agreement, GST shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Connnercial General Liability Insurance. GST shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of CST's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non - owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, GST, if GST 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, GST agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If GST is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The, following requirements apply to the insurance to be provided by GST pursuant to this section: (i) GST shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f If GST fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect GST's right to be paid for its time and materials expended prior to notification of termination. GST waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION GST agrees to and shall indenmify and hold harmless the City, its officers, agents, employees, GSTs, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the GST or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The GST further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If GST receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, GST agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the GST disclosed in a publicly available source; (c) is in rightful possession of the GST without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the GST without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE GST covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement, 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 - 647 -6956 With courtesy copies to: and To GST: Chief of Police Santa Ana Police Department 20 Civic Center Plaza (M -96) P.O. Box 1988 Santa Ana, California 92702 Fax 714 -245 -8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 Mr. Hong Chou GeoSpatial TeclmoLogies Inc. 10055 Slater Avenue, Suite 214 Fountain Valley, California 92708 Fax(714)861 -7032 A patty may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed asset forth above. If sent by telefaesimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For proposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and GST, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of GST. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate GST nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of GST, GST may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other GSTs retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of ternnation. In such event, GST shall be entitled to receive and the City shall pay GST compensation for all services performed by GST prior to receipt of such notice of termination, subject to the condition that payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION GST shalt not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. GST affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. VENUE The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15, PROFESSIONAL LICENSES GST shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laves and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. GST shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for ternunation of this Agreement. 15. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herembelow has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indeaufy City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R, CARVALHO City Att rney By:VvAm A, LAURA A. ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Acting Chief of Police CITY OF SANTA AN DA CAVAZOS City Manager GEOSPATIAL TECHNOLOGIES, INC. i'� Hongs ou President EXHIBIT A —Terms and Conditions fll ('GST GeoSpatia/ Technologies, inc. Software Annual Maintenance Agreement GeoSpatia) Technologies, Inc. (hereinafter referred to as GST) shall provide maintenance and support services under this Software Annual Maintenance Agreement (hereinafter referred to as Agreement) for City of Santa Ana Police Department (hereinafter referred to as Customer) during the period from December 16, 2013 to December 15, 2014, with options to extend for addition Kylears, upon payment of the annual maintenance fee for the products listed in the section of Products Covered"'-- I. PRODUCTS COVERED GST maintenance and support services are provided only for the software products listed in either Purchase Contract, Purchase Order, GST Quote, or GST Invoice with the entire amount of Software Annual Maintenance Pee paid in full on or before the commencement of each 12 -month period. II. MAINTENANCE AND SUPPORT GST shall provide maintenance and support services to the End User. Maintenance and support services shall include, but not limited to: (a) Telephone and E -mail Support: GST will provide telephone and e -mail assistance. You must provide GST with remote access through the Internet to the computers installed with GST software. By calling the GST technical support number, you will reach a trained support analyst of whom you may ask questions or seek advice relating to the use of GST software. The analyst will assist you in utilizing your GST software, and in identifying and providing a work around, if possible, for any software problems found with GST software. GST support services do not include hardware, network, operating systems, or third party software. Support will be provided weekdays from 9:00 a.m. to 6:00 p,m. Pacific Standard Time, excluding weekends and holidays. (b) Response Times: In the event that the End User experiences a critical system failure, which shall be deemed to have occurred if the system is down or inoperable, meaning that the End User cannot use the System and/or the System is off -line, for longer than %s hour, GST shall respond and look into correcting the problem immediately upon receipt of a call for service and following the receipt of notification and relevant documentation of the problem. For all other non - critical failures, GST shall respond and attempt to correct the problem within four (4) hours upon receipt of a call for service and following the receipt of notification and relevant documentation of the problem, If problems cannot be resolved within four (4) hours, the problem will be automatically escalated to Application Technical Lead or the VP of Product Management for resolution. After consultation between the VP of Product Management and support staff, GST will provide a plan of action for resolution to the End User. (c) Bug -fixes and Upgrades: GST will provide bug -fixes and upgrades to the GST software when they are available at no additional charge during the term of the maintenance program. ('GST (d) Corrective Maintenance: GST will provide corrections to the supported software using Internet connections, provided you have a high -speed Internet connection on your system allowing GST remote access, during standard support hours. (e) GST Training: The End User under software annual maintenance program receives 50% discounts for all training programs held at GST's facility. (f) Software Customization and Enhancement: The End User under the software annual maintenance program receives a 20% discount for any software customization services. End User requested enhancements or modifications of GST software are not included in the support plan price. GST agrees to review requests from the End User and to provide a quote for the requested enhancement based on time and cost anticipated. (g) Excluded Service: The maintenance and support described herein does not include the correction of software failures due to causes beyond the control of GST and occurring without the fault or negligence of GST such as, but not limited to acts of God, catastrophe, fault, or negligence of the End User, operator error, manipulation of the object or source code (unless approved by GST in writing prior to such manipulation), improper use or misuse of the system or any part thereof. Any such excluded service, whether on -site or off -site, will be provided at the request of the End User at GST per call rates and terms then in effect. (h) Support of Old Software: Users are required to install all updated software and any bug fixes in a timely manner, including operating system software. If you fail to keep your system current, GST may no longer support your system. GST will support old releases of a product for two years after new releases become available. For subsequent years after new releases becomes available, if requested by End User, GST may continue to support such old releases for an annual increase in support fee of 40 %. (i) Lapsed Support: If the End User intends to renew maintenance after the previous maintenance program has expired for over two (2) months, a supplemental fee of 50% of the annual maintenance shall be due GST for the rust year of maintenance following your need for maintenance again, in addition to the maintenance fee already due herein. (k) On -site support: On -site support is not covered by the standard software maintenance support. Per End User's request, GST will provide on -site support if GST determines that such support is required to resolve the reported problem. In this case, GST will dispatch one or more members of its support staff to your site who will attempt to recreate and resolve the problem(s) reported. During this time it is expected that members of your staff will be available to answer questions and provide information regarding your system, if required. On -site support will be charged at GST per call rates and terms then in effect, plus travel and per diem for GST staff sent on -site. IIL SYSTEM MODIFICATION (a) GST - generated modifications: Changes or replacement of the computer equipment, operating system and its related software, or other third party software may require GST software support and/or ('GST software modification to allow GST products to work with the new equipment, operating system, and/or third party software. These support and/or modification services will be provided by GST at the End User's request at our then quoted prices. (b) End User - generated modifications: GST will not be responsible for any damage to your GST software or data caused by upgrades to the operating system or replacement of hardware without CST's prior written concurrence that said upgrade would function properly. Services required as a result of modifications to CST's systems made by the End User are not considered normal maintenance and are not provided as part of EST's Software Maintenance Program. (c) External System Modifications: In the event any external system is modified beyond that anticipated by the terms of the underlying End User License Agreement, the End User shall notify GST of such changes inunediately upon receipt of notification from the respective entity /entities and request that GST prepare a proposal to include a time and cost estimate, for the work to be performed which constitutes a change from the originally agreed upon configuration and work description as presented in the underlying End User License Agreement. GST shall, within thirty (30) days after receiving said notice, furnish a written proposal to the End User provided the required modifications are commercially, technically and practically feasible. Upon receipt of EST's proposal, the End User shall determine whether it desires the work to be performed, and if so shall issue a Notice to Proceed within ten (10) days, at which time GST will perform the necessary modifications for the additional mutually agreed upon compensation. IV. END USER RESPONSIBILITIES (a) Software Problems and Reportin : The End User agrees to limit use of GST maintenance service to occasions when GST system software fails to operate in accordance with the product specifications as defined in the original purchase contract. To facilitate the problem solving process, the End User agrees to assist GST in their efforts to duplicate the software problem by providing a written problem report. Additionally, GST may ask that you furnish a listing of software problems rather than calling on each individual item over a short period of time so that our support team can better assist you, (b) Pam The End User is responsible for ensuring that all amounts payable under the software annual maintenance program are received by GST on or before the commencement of the maintenance program. The End User's failure to remit payment to GST for such maintenance services provided or to be provided shall entitle GST to deny further maintenance services to the End User. (c) Updates: The End User and all users of GST software are responsible for installing all updates to software, hardware, and fixes in a timely manner. Failure to keep your system updated can, at EST's sole discretion, result in the immediate discontinuation of maintenance support. (d) System Administration: The End User is responsible for identifying a System Administrator, as well as a back -up System Administrator, who will function as GST's primary and secondary contact for any maintenance services to be provided under the software maintenance program, Such System Administrator, or, in the absence of the Systems Administrator, the back up, shall be DST's sole contact for technical assistance. The System Administrator and backup System Administrator must ('GST be trained in the administration of computer hardware, operating system, networking, and database. GST support staff will assist you in identifying system problems as a function of maintenance support. however, if a problem is identified as a system administration responsibility, further assistance from GST support staff is billed at Out then current hourly rates and terms. V. WARRANTIES (a) Limited Warranty for Services Any services being provided to the End User in accordance with the software maintenance program are offered on a best - efforts basis only, GST may not be able to resolve every service request made. Although GST will attempt to provide some guidance and direction, GST is not responsible for resolving issues related to networks, operating systems, back - end databases or hardware. It is the End User's responsibility to keep adequate data backups. GST will not be responsible for any lost data. . ALL OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. VI. LIMITATION OF LIABMITY The End User's sole and exclusive remedies for any damage or loss in any way connected with any software or services furnished by GST, after acceptance of the GST software system, whether by EST's breach of warranty, negligence, or any other breach of any other duty, shall be, at GST option, replacement of the software or re- performance of service or return or credit of an appropriate portion of any payments made, or to be made, to GST with respect to such software or services. Under no circumstances shalt GST be liable to you or any other person for any special, incidental, indirect or consequential damages of any character, including, without limitation, damages for loss of good will, work stoppage, computer failure or malfunction, or any and all other commercial damages or tosses, even if GST has been advised of the possibility of such potential loss or damage. VH.CHOICE OF LAW Interpretation of this Agreement shall be governed by the laws of the State of California. VIII. STATUTE OF LIMITATIONS No action or claim relating to or arising out of the software annual maintenance program may be instituted more than one (1) year after the event giving rise to such action or claim. EXHIBIT B -Quote ('GST GeoSpatial Technologies, Inc, Quote for Santa Ana Police Deoartment 10055 Slater Ave., Suite 214 Fountain Valley, CA 92708 Phone: (714) 861 -7033 Fax: (714) 861-7032 11/22/2013 GST Public Safety System GST Part Number Description QTY Unit Price Amount AMF covering 12116/2013- 12115/2014 Agreement A- 2008332 dated 12/16/2008 Service SV -SW -AMF Software Annual Maintenance Fee for City of Santa Ana Police Department on the following Software Licenses 1 $ 20,898.00 $ 20,89800 1, GST Tracker Server Software License 2, GST Viewer Software Site License 3. GST Mapper MDC Software Site License 4. GST Interdp Bridge Software License 5. GST Wireless Host Server Software License (up to 200 vehicles) Annual Maintenance Fee Total $ 20,898.00 Grand Total ( AMF and Service) $ 20,898.00 Notes: 1 AMF paid client Is entitled to technical support through email and telephone (M -F, 9:OOAM- 5:30PM, PST), bug fixes and free software upgrades through the year, and discounts for GST's training programs and customization. 2 Price stated above is good for ninety (90) days from the date of this quotation. 3 Payment Terms: AMF payment is due prior to the commencement date of each 12: -month period, Rd CERTIFICATE OF LIABILITY INSURANCE DATE(MMI011113 Y( 04121(73 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: CS &SINEW CENTURY INS SERVICES INC. PHONE FAX ()VC, No, at): INC, No: PO BOX 946580 EMAIL ADDRESS: Maitland, FL 32794 -6580 INSURERS AFFORDING COVERAGE NAIC # 1.877- 724.2669 INSURER A: Valley Forge Insurance Company 20508 INSURED INSURER B: Continental Casualty Company 20443 INSURER C: GEOSPATIAL TECHNOLOGIES, INC. NSURERD: 10055 Slater Avenue, Suite 214 wSURER E: Fountain Valley, CA 92708 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINGANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INBR LTR TYPE OF INSURANCE APBL INSR 9URR vivo POLICY NUMBER POLICY EFF MMIDD POLICY E %P MMIODMr LIMITS A GENERAL LIABILITY Y 4029432517 06/01113 06/01/14 EACH OCCURRENCE $ 1,000,000 DAMAGE TO PREMISES EaEmcveeore S 300,000 COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR MED EXP (Any one Person) $ 10,000 PERSONAL &AOV INJURY $ 1,000,000 GENERALAGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPS)P AGO $ 2,000,000 POLICY ECT X LOC A AUTOMOBILE LIABILITY 4029432511 06101113 06/01/14 COMBINED COMBINED SINGLE LIMIT $ 1,000,000 BODILY INJURY(Per parson) $ ANY AUTO BOO] LY I NJU RY(Per accident) $ ALL OWNED SCHEDULED AUTO, AUTOS NON -OWNED HIaEDAUTOS AUTOS PROPERTY DAMAGE (Peracddeni $ B UMBRELLA LIAB IVi OCCUR 4029432498 06/01113 06/01/14 EACH OCCURRENCE S 1,000.000 AGGREGATE $ 1,000,000 EXCESS CLAIMS -MADE IDEDIXI RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERMEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA A+ i R APPROVED �p �- (Et,�VV p�^, �r* V ED AS y O �, wn,6 i pRM FORM -a 4./ LIMITS ER E.L. EACH ACCIDENT $ E.L DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ OTNER pp ,�, �+ L' ssis 4rf r V, ®LS ♦S4� ant City [may` ruey TORY L MITS ER E.L. EACH ACCIDENT $ E.L DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT & DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Anach Acorn 701, Addition 1, Remarks 5chadule, i /more apace Is required) Certificate Holder and it's officers, employees, agents, volunteers & representatives. Named as Additional Insured - Owners, Lessees or Contractors. Insurance is primary & noncontributory. Per SB147082 -C CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92701 AUTHORIZED nPRIEUENTAHIVc ,-G. law, © 1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD EXHIBIT B ADDITIONAL INSURED ENDORSEMENT Insurance Company CNA /Valley Forge Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # Rdn ?94' 99 ,17 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702; its officers, employees, agents and volunteers are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carrled by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective 06/01 /2013 , this endorsement form as a part of WIFERM Issued to Geosoatial Technologies, Inc. Named Insured Countersigned by Authorized Representative txaVFD AS TO FC9RM Laura A..R.ossin A tI.Ristant City Attorney Z CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDNYYY) ) 0111012014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). ,PRODUCER Phone: 626 -655 -8288 Fax: (626) B55 -0979 KCAL INSURANCE AGENCY 2048 S. HACIENDA BLVD. DINT Emery Lee Emery PHONE 5 -8288 FAX 626 855.0979 JAIG NO Ed, ( ) :HACIENDA HEIGHTS, CA 91745 M AEDOR AIL s INSURER(S) AFFORDING COVERAGE NAIC# Agency Lia: OB07015 INSURER :HARTFORD INSURED GEOSPATIAL TECHNOLOGIES, INC. INSURER 10055 SLATER AVE., STE. #214 FOUNTAIN VALLEY CA 92708 INSURER _2U2 D: IN NSURERE INSURER $COVERAGES CERTIFICATE NUMBER: 19441 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADD'L BURR POLICY NUMBER POLICY EFF POLICY E %P UMMIDDYYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE COMMERCIAL GENERAL LIABILITY CLAIMS -MADE __1 OCCUR DAMAGE TO PREMISES S (Ea ocwrence ) $ VIED. EXP (Any one person) $ PERSONAL It ADV INJURY $ GENERAL AGGREGATE IS APPROVED APPRO V ERB w�v wg+ S O P iy �a Rml'/e. GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- LOC UECT PRODUCTS- COMPIOP AGG $ $ AUTOMOBILE LIABILITY i0BBM1eDI; SINGLE $ ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUT05 AUTOS II,rygg)r$A ASSf3CRrit Ref C ""` �.li ✓✓ Rfissiri i, p p LS6t ®'�' URY(Per person) $ JURY(Peraccident) $ AMAGE $ uMaRELLA LIAR OCCUR EBODILY)NJURY URRENCE $ TE $ EXCESS MAS CLAIMS -MADE DEO RETENTION $ $ A WORKERS COMPENSATION AN0 EMPLOYERS' LIABILITY ANT PROPRIETOWPARTNERIE%ECUTIVE YIN OFFICERIMEMBER EXCLUDED? (Mandatory In NH) N/A 72WECEV7186 01122114 61122115 pTU- OTH UMns ER $ E.L. EACH ACCIDENT $ 1,600,600 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 H yes, d—r1he unJa! DESCRIPTION OF OPERATIONS below DISEASE-POLICY LIMIT $ 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS IVEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attention: AUTHORIZED REPRESENTATIVE - ACORD 25 (2010105) ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A�� CERTIFICATE OF LIABILITY ° "TE121/201" " "' INSURANCE 04/21/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT CS &S/NEW CENTURY INS SERVICES INC. PO BOX 946580 NAME: PHONE NC, No, Ed): FAX INC. No): EMAIL Maitland, FL 32794.6580 ADDRESS: - INSURERS AFFORDING COVERAGE NAIC # 1 -877- 724 -2669 INSURER A: National Fire Insurance of Hartford 20478 INSURED INSURER B: Continental Casualty Company 20443 INSURER C- GEOSPATIAL TECHNOLOGIES, INC. INSURER D: GEN'L AGGREGATE LIMIT APPLIES PER PHO POLICY JECT LOC 10055 SLATER AVENUE, SUITE 214 INSURER E FOUNTAIN VALLEY, CA 92708 INSURER F: AUTOMOBILE UABIUTY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OPMEO HIRED AUTOS X AUTOS COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINGANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LT TYPE OF INSURANCE ADM INSR SUeR D DODGY NUMBER POLICY EFF MMIDD/VY POLICY EXP MWDDIYY LIMITS A GENERALLIABILRY COMMERCIAL GENERAL LIABILITY CLAIMS-MADE F OCCUR Y 4029432517 06/01/14 06/01/15 EACHOCCURRENCE $ 1 000 000 DMAAGE TO RENTED PREMISES IEaocmmmel $ 300,000 MED EXP (Any one person( S 10,000 PERSONAL& ADV INJURY $ 1 QDO 000 It GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PHO POLICY JECT LOC PRODUCTS - COMPA)P AGO S 2,000,000 A AUTOMOBILE UABIUTY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OPMEO HIRED AUTOS X AUTOS 4029432517 06/01/14 06/01115 -COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURV(Per person) $ BODILY INJUflV(Paraaldem) $ PROPERTY DAMAGE (PeracLtideM) $ IS B UMBRELLA LIAR EXCESS X DCCUR CLAIMSMADE 4029432498 06/01/14 06101/15 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 OED X RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNEWEXEOUTIVE OEPICERIMEMBER EXCLUOEX (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A D/1 APPROVED Y� �Y+ VEAA A� TO RQSS O a { `— 1 A u TORY LIMnS O ER E.L EACH ACCIDENT $ E.L DISEASE -EA EMPLOYEE $ E.L DISEASE - POLICY'JMR $ DTHER Assistant City AttO rney I TORY LIMITS I ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POUCV LIMB $ DESCRI ON OF DPERATIONS I LOCATIONS I VEHICLES (Attach Atard 11, Additional Remarks Schedule, If more apace is required) Certificate Holder and it's officers, employees, agents, volunteers & representatives. Named as Additional Insured - Owners, Lessees or Contractors. Insurance Is primary & non - contributory. Per SB147082 -C CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE © 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACO RD ACORL` CERTIFICATE OF LIABILITY INSURANCE `-- DATE "no—) av1012014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone'. 626 - 855 -8288 Fax (526) 855-0979 KCAL INSURANCE AGENCY 2048 S. HACIENDA BLVD. CONTACT Emery Lee NAME _ 626- 855.8288. PAX _ (626) 655.0979 _ a __ EMAIL - - - pRE55' HACIENDA HEIGHTS, CA 91745 _ INSURER(S) AFFORDING COVERAGE NAICN Agency DO. OB07015 _ INSURERA HARTFORD INSURED GEOSPATIAL TECHNOLOGIES, INC. INSURER - EACH OCCURRENCE 10055 SLATER AVE., STE. #214 FOUNTAIN VALLEY CA 92708 INSURER c COM MERCIAL GENERAL LIABILITY END INa.s's E AM DAGETORENTED $ - INSURER I OCCUR x.vv�rarAVOa UEKIIriCAiE1NUMNEK: "I V441 RPVISIr1M MIIMIRCI THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TR TYPE OF INSURANCE _ _ ADO'L SUER MID POLICY NUMBER _ POLICY EFF _ POUCYEXP MNmorvn,Y LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COM MERCIAL GENERAL LIABILITY AM DAGETORENTED $ - I OCCUR PREMISES IEa occurenoe) !- - _ CLAIMS -MADE _ MED. EXP (Any one person) $ PERSONAL SADV INJURY $ GENERAL AGGREGATE $ TO FO GEN'L AGGREGATE LIMIT APPLIES PER: PRo- PRODUCTS - COMPIOP AGG $ - - . 5 � POLCY ECT n LOC A FFROVED AS AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT - (Eaacueed) $ ANY AUTO L - - -- BODILY INJURY person) - -' $ -- ALL OWNED - SCHEDULED AUTOS AUTOS a,ailTa A. ossim BODILY INJURY (Per acadent) $ HIRED AUTOS NON -OWNED F_AUTO$ �- Assistant Ci Attorne -- $ - PROPERTY DAMAGE Paraeed nD $ UMBRELLA LIAR OCCUR (CLAIMS EACH OCCURRENCE $ .EXCESS LIAe -MADE AGGREGATE $ $ DED RETENTION $ - A WORKERS 72WECEV7186 01/22%14 01/22/15 WC TATU- 0TH - $ 1. AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEWEXECUTIVE YIN TORY LIMITS ER _ E.L. EACH ACCIDENT S 1,000,000 Oesixt.Nin EXCLUDED? " " (Manaanry in xm E. L. DISEASE -EA EMPLOYEE $ 1,000,000 `ESe deacribe under DESCRIPTION OF OPERATIONS below E L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS I VEHICLES /Attach ACORD 101, Additional Remarks Schedule, if more space Is required) CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Santa Ana, CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED RE%iESENTATIVE Attention: ACORD 25 (2010105) © 1988.2010 ACORD CORPORATION. All rights reserved. I ne AULPKU name ana logo are registered marks Ot AL:UKU ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company CNA /National Fire Insurance of Hartford This endorsement modifies such insurance as is afforded by the provisions of Policy # 402943251 7 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective 06/01 /14 this endorsement form as a part of Policy# 4029432517 Issuedto Geospatial Technologies, Inc. Named Insured Countersigned by PROVEII AS ')C,O F "ORM� ' Laura A. Rossini Assistant City Attorney 05-2_ Authorized Representative