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DocuSign Envelope ID: 548616E9-3E51-490B-8175-98C66A9372A 7
SECOND AMENDMENT TO SOFTWARE LICENSE AND
PROFESSIONAL SERVICES AGREEMENT WITH
COMPULINK MANAGEMENT CENTER, INC.
THIS SECOND AMENDMENT to the above-referenced agreement is entered into on June 6, 2023, by and between Compulink Management Center, Inc. dba Laserfiche ("Laserfiche"), 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 ("City").
RECITALS
A. The parties entered into Agreement No. A-2014-144, which commenced on June 12, 2014, by which Laserfiche agreed to provide Laserfiche Enterprise Software Licenses and Professional Services ("Agreement"). The Agreement provides for a perpetual license for the use of the software license and provides varied terms for the services related to the use of the software license. The Agreement remains in effect.
B. On June 4, 2019, the parties entered into a First Amendment to the Agreement to amend the Agreement to remove services no longer provided by Laserfiche and amend the renewal periods, pricing, and the noted designatee for the City related to the continuation of professional services by Laserfiche. The First Amendment ran until June 30, 2022.
C. On April 8, 2022, the parties exercised their option to extend the Agreement until June 30, 2023.
D. The parties wish to further amend the Agreement to include an updated pricing quote, increase the overall compensation, and extend the term of the Agreement, as amended.
The Parties therefore agree:
I. Schedule A - Laserfiche Software Purchased and Price Schedule, is hereby replaced with the attached amended and restated Schedule A, incorporated herein by this reference. All references in the Agreement to Schedule A, shall henceforth refer to the attached amended and restated Schedule A to this Second Amendment.
2. Schedule D - Description of Professional Services, is hereby replaced with the attached amended and restated Schedule D, incorporated herein by this reference. All references in the Agreement to Schedule D shall henceforth refer to the attached amended and restated Schedule D to this Second Amendment.
3. Section l -Term, is hereby amended to read in its entirety as follows:
I.a. Software Licenses - All software licenses purchased by the City, during this Agreement, are considered perpetual and can only be terminated in accordance with Section 14, below.
I .b. The parties hereby agree to extend the current term for an additional five (5) year period from July I, 2023 through June 30, 2028 for purposes of the products or services identified in
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Laserfiche Enterprise Software License and
Professional Services Agreement
This Enterprise Software License and Professional Services Agreement (" Agreement") ventered into by and between Com'pulink Management: Center, Inc., a California corporation x
a doing business as Laserfiche (" Laserfiche"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws ofthe State of California, with its primary place of business at 20 Civic Center Plaza, Santa Ana, CA 92701 A (
referred to as " Licensee").
v
RECITALS
A. Laserfiche designs, develops and markets enterprise content management (ECM), business process management (BPM), and related software programs, products and professional services under the Laserficheg brand name. Licensee desires to acquire the Laserfiche Software described in Schedule A (the " Laserfiche Software"), the professional services described in Schedule D and Section 4 (the " Services"), training described in Schedule E, and scanning services described in Schedule G ofthis Agreement.
B. Licensee has therefore requested, and Laserfiche has agreed to grant, an enterprise software license authorizing Licensee to use the Laserfiche Software on all computer hardware and peripherals owned, leased or managed by Licensee, subject to the terms and conditions of this Agreement.
C. Laserfiche Software constitutes valuable proprietary products, information and trade secrets of Laserfiche, embodying substantial creative efforts and confidential information, ideas, and expressions. Laserfiche has invested large amounts of capital and time to develop and promote the Laserfiche Software. Laserfiche claims copyrights and proprietary trade secrets in the Laserfiche Software.
THEREFORE, in consideration ofthe premises and covenants contained in this Agreement, Laserfiche and Licensee agree as follows:
AGREEMENT
1. Term.
This Agreement commences on the date first written above and includes provisions with various terms.
The tern ofthe software licenses purchased under this Agreement is perpetual and can only be terminated in accordance with Section 14, below.
The term for purchasing software licenses, training, and professional services under this Agreement is thirty-six (36) months during which the pricing and rates will be as described in this Agreement. Thereafter, pricing and rates will be at Laserfiche' s then -published rates or as agreed upon by the parties.
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The term for purchasing scanning services under this Agreement is thirty-six (36) months during which the pricing and rates will be as described in this Agreement. License may renew this provision for two (2) one ( 1) year renewals. Thereafter, pricing and rates will be at Laserfiche' s then -published rates or as agreed upon by the parties.
The term for maintenance and support, referred to as the Laserfiche Software Assurance Plan LSAP"), will commence June 12, 2014, and continue for one ( 1) year. Thereafter, Licensee may renew the LSAP for one year terms on June 12 of each year. The annual LSAP rates will remain fixed during the first three ( 3) years and, thereafter, be subject to the increase limits set forth in this Agreement. The option to renew will be exercised by Licensee' s Executive Director ofthe Finance and Management Services Agency or other authorized staff designated by Licensee.
2. Definitions.
A. " Laserfiche Software" means any software program, application, integration, customization, derivative work, or related software product developed, created, written, owned, licensed, distributed, sold, or marketed by Laserfiche or licensed or marketed under the Laserfiche(& trademark. For purposes of this Agreement, " Laserfiche Software" is described in Schedule A and includes all maintenance modifications to the Laserfiche Software provided to licensees.
B. " LSAP" means the annual software maintenance agreement provided by Laserfiche to Licensee and known as the " Laserfiche Software Assurance Plan," or by its acronym " LSAP." All LSAP references in this Agreement shall refer to the LSAP " Basic" level of coverage which is described in Schedule F, attached and incorporated by this reference.
C. " Acceptance" means that the Laserfiche Software has performed substantially in conformance with Laserfiche' s Warranty for 30 days following installation of the Laserfiche Software. Licensee will conduct User Acceptance Testing (pursuant to Section 2. 1) below) to determine ifthe Laserfiche Software has performed in accordance with Laserfiche' s Warranty.
Licensee' s failure to notify Laserfiche in writing of any discrepancies within 30 days of installation of the Laserfiche Software will constitute Licensee' s Acceptance. Upon Licensee' s Acceptance of the Laserfiche Software, and except as otherwise specifically set forth in this Agreement, the Laserfiche Software license fee consideration paid to Laserfiche, together with the purchase of the LSAP maintenance agreement and the balance of any moneys due for the license of the Laserfiche Software, will all become final and non-refundable.
D. " User Acceptance Testing (UAT)" refers to the testing procedures used to ensure that the Laserfiche Software solution reasonably satisfies Licensee' s functional requirements as set forth in the Scope of Work attached to this Agreement and that it complies with Laserfiche' s Warranty. User Acceptance Testing is intended to identify and expose defects and bugs in the Laserfiche Software solution and to communicate all known issues to the Laserfiche project team and ensure that all issues are addressed in an appropriate manner before full implementation of the solution. During this stage ofthe project, Licensee should exhaustively test the system. This testing should be done using a testing plan developed by Laserfiche Enterprise Sofikeaare License and
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Licensee and reviewed by Laserfiche' s Professional Services Group (" PSG"). The goals of UAT are as follows:
Goal # 1: Identify and resolve all non -core -product defects that have occurred during the project' s implementation process. For example, a Laserfiche workflow is accidently configured to route a document to the wrong person.
Goal #2: Identify and resolve all core produe defects that are relevant to Licensee' s particular implementation, but which may also affect other Laserfiche clients generally.
For example, a Laserfiche Workflow product causes an error when trying to connect to a database, even though the product has been correctly configured during the project' s implementation process. If an immediate resolution is not possible, an appropriate workaround may be implemented with Licensee' s approval, which will not be refused unreasonably.
Goal #3: Ensure the system satisfies all material technical and business requirements specified in the Scope ofWork (SOW).
During the UAT phase of the project, it is especially important to identify defects associated with Goal # 1 and Goal #3, as these defects will not be covered by the Laserfiche Software Assurance Plan (LSAP) after the project is completed.
Upon successful completion of the UAT, Licensee will sign a. UAT form and will schedule the installation or implementation in the production environment. Before moving past the UAT phase of the project, Laserfiche PSG will require that Licensee give its written approval to move the system into production, which will not be refused unreasonably. Once Licensee approval is given, the project will unconditionally " close out" within 10 days after approval. If Licensee does not respond in writing to Laserfiche' s request for approval to move the system into production within 10 days of Laserfiche' s request, or Licensee does not reasonably refuse such approval within the 10-day period, Licensee will be the deemed to have approved moving the system into production. After " close out," all new work not covered by the LSAP agreement will be considered a new billable project.
E. Stabilization. This stage of the project occurs after the system or component has started its production life following its Acceptance by Licensee. During this stage, one or more members of the Laserfiche PSG implementation team will be directly available to Licensee to help resolve all product issues ( both core and non -core) that are identified in the production environment (although no work will be done in other environments). Unless otherwise stated in any SOW, the Stabilization stage will continue for 30 days following the commencement of the production phase, at which point the project will be considered closed, Once closed, all new work not expressly covered by LSAP will be considered a new billable project.
F. " Delivery of Software" means the date that Laserfiche delivers or makes available to Licensee the Laserfiche Software described in Schedule A for installation at the location(s) identified in Schedule B of this Agreement. Delivery of Software will be electronic via download from Laserfiche' s web or ftp site.
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G. " Derivative Work" means all software developed, created or written by or at the request of Laserfiche or any subsidiary or affiliate of it, which is based on or incorporates the Licensed Software. Derivative Work will include, without limitation express or implied, all translations, abridgments, condensation, improvements, updates, modifications, supplements, enhancements, or any other form or format in which the Licensed Software or the Documentation (as defined below) may be recast, transformed, adapted or revised. Derivative Work will also refer to any other software which the parties mutually designate in writing as a Derivative Work.
H. " Documentation" means the current versions of all manuals, toolkits, guides and other written instructions, including information in computer readable format, published by Laserfiche and currently being used in connection with the Laserfiche Software, including all written addenda, supplements, additions, and modifications to the Documentation.
I. " Warranty" means the Laserfiche' s Limited Warranty as set forth in Section 11 of this Agreement.
3. Payment of License Fee for Laserfiche Software Licenses.
A. Laserfiche Software Licenses Purchased. Licensee will pay Laserfiche the license fees for the Laserfiche Software Licenses Purchased specified in Schedule A.
B. Laserfiche Software License Purchase Option. Licensee will have the option to purchase additional (optional) Laserfiche Software Licenses at the prices specified in the Price Schedule listed in Schedule A for a period of thirty-six (36) months from the execution date of this Agreement (" Purchase Option").
After the thirty-six (36) month Purchase Option term expires, Licensee may purchase additional Software Licenses at Laserfiche' s then published prices, unless the parties agree to different prices at that time.
Additional Software License purchases will be ordered by way of a purchase order or purchase communication referencing this Agreement from Licensee' s Executive Director of Finance and Management Services Agency or Licensee' s other authorized designee to the Laserfiche Account Representative assigned to Licensee.
C. Software Payment Terms. All Laserfiche Software products will be subject to the terms, covenants, conditions, restrictions, disclaimers and limitations in this Agreement. The payment terms are specified in Schedule C. The payment of the software license fee by Licensee to Laserfiche will become final and non-refundable upon Acceptance of the Laserfiche Software.
Time is of the essence in regard to all payments due under this Agreement.
4. Professional Services.
Laserfiche will provide consulting, development, integration, installation, configuration, custom training, and other implementation services ( the "Services") that are specified in any Scope of Work document (" SOW") that may be attached to Schedule D and incorporated to this Agreement by reference at any time during the term of this Agreement. The Services to be Laserfiche Enterprise Software License and
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famished and any SOW attached to this Agreement are subject to the following terms and conditions:
A. Payment for Services
1) VIP Professional Services. Laserfiche provides a VIP Professional Services Pack that includes a designated number ofpre -paid discounted Laserfiche professional services hours as well as other special client benefits including admission to the annual Laserfiche User Conference, VIP Service hours are most commonly utilized to provide services that are not covered by LSAP as well as for small projects that come up throughout the year.
Licensee will pay Laserfiche the amounts for the quantities of the VIP Professional Services Pack( s) specified in Schedule D, Description of Professional Services, for the June 12, 2014, - June 11, 2015, period. Licensee may use these hours as it desires for Laserfiche professional services engagements with an associated SOW totaling 40 hours or less. The VIP Professional Services Pack hours can fund Laserfiche professional services including installation, configuration, custom training, consulting, project management, and other implementation services involving the Laserfiche solution. The term of each VIP Professional Services Pack purchased will be one ( 1) year and will coincide with the annual LSAP maintenance term. Laserfiche will track Licensee' s VIP Professional Services hours used and provide usage and balance information to Licensee upon request. Unused VIP Professional Services hours will expire at the end of that year's term. Licensee is not required to purchase the VIP Professional Services Pack but may do so in whole or fractional amounts with each year's LSAP renewal.
2) Fees, Price Protection. Laserfiche Professional Service hours provided will be deducted from any available hours in Licensee' s VIP Professional Services Pack Hours bank. When Licensee's VIP Professional Services Pack hours have been exhausted, Laserfiche Professional Services will be billed to Licensee on a Time and Materials (T& M) basis of the actual hours worked at the Laserfiche Professional Services Rates specified in Schedule D.
Laserfiche will make available Laserfiche Professional. Services to Licensee at the rates specified in Schedule D for a period of thirty-six (36) months from the execution date of this Agreement. Thereafter, Professional Services rates will be at Laserfiche' s then -published rates or as agreed upon by the parties.
The fees specified in any SOW are the total fees and charges for the Services specifically described in that SOW. IfLicensee requires Services not specified in the SOW, or ifthe scope of work changes, Laserfiche will provide such Services at the rates specified in Schedule D, or, ifafter the term of this Agreement, at Laserfiche' s then - published rates. Upon Licensee' s Acceptance of all or any portion of the Services or Acceptance of the Laserfiche Software, and except as otherwise specifically set forth in this Agreement, the fees paid or owed to Laserfiche for the Services which Laserfiche has furnished before such Acceptance will be final and non-refundable.
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3) Out -of -Pocket Expenses. Laserfiche will not charge travel -related expenses or time for travel to and from Licensee' s location in Santa Ana, California.
Licensee will reimburse Laserfiche for all other reasonable out-of-pocket expenses as specified in the SOW that are incurred in performance of the Services. Laserfiche will obtain Licensee' s written approval before incurring an expense which is not authorized by any SOW, purchase order, or other writing signed by Licensee, and which exceeds 2,500, unless Laserfiche incurs the expense due to emergency or other unforeseen circumstances which delay Laserfiche' s ability to obtain such approval, in which case Laserfiche will seek approval ofthe expense after the fact. Licensee will approve all reasonable and necessary expenses incurred by Laserfiche in performance of the Services within 10 business days following Laserfiche' s request for approval. Approval of expenses may be by email, fax or other communication confirmed in writing.
B. Obligations of Laserfiche
1) Work on Licensee's Premises. Laserfiche' s employees and agents will, whenever on Licensee's ;premises, obey all reasonable instructions and directions issued by Licensee.
2) Project Manager. Laserfiche will assign a Project Manager for the work to be provided in any SOW. The Project Manager will act as Laserfiche' s representative and contact person with regard to the Services furnished to Licensee pursuant to this Agreement. Should this person no longer be active on Licensee' s account or cease to be employed by Laserfiche for any reason, Laserfiche will designate a successor Project Manager reasonably acceptable to Licensee.
3) Consultations, Reports. Laserfiche will Make available Laserfiche's representative, who will be mutually agreed upon by Laserfiche and Licensee, for monthly meetings, either in person or by telephone conference, to review the progress of all work under this Agreement. Ifrequested by Licensee, Laserfiche will also prepare and submit to Licensee each month a written report setting forth the status of such work in a format to be mutually agreed upon by Laserfiche and Licensee.
C. Obligations of Licensee
1) Licensee agrees to make available to Laserfiche, upon reasonable notice, computer programs, data and documentation required by Laserfiche to complete the Services.
2) Project Manager. Licensee will assign its own Project Manager to be Licensee' s representative and contact person with regard to the Services to be famished to Licensee pursuant to this Agreement; and should this person no longer be active on the Laserfiche project or cease to be employed by Licensee for any reason, Licensee will designate a successor Project Manager reasonably acceptable to Laserfiche.
D. SOWs
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1) When requested by Licensee during the term of this Agreement, the parties will in good faith negotiate and develop a Scope ofWork document (" SOW') which, upon signing, will be attached to and incorporated to this Agreement by reference.
The following provisions will govern SOWs generally:
a. Term. In the absence of an express provision for the duration or early termination of a SOW, each SOW will be terminable in accordance with the provisions of this Agreement.
b. Payment. SOWS may specify their own payment terms but should be based on the rates specified in Schedule D. In addition to Time and Materials T& M), payment terms may be lump sum, periodic payment, payment against performance milestones, or a fixed price. If not specified, payment terms shall be T& M. As described above, VIP Professional Service hours may be used to fund SOWS.
C. Content. SOWS will include written specifications for the work to be performed such as engagement goals and objective, requirements, time frame, resources, estimated hours and / or cost, and any other information that helps define the scope of the engagement. The content of the SOW will be flexible based on the type and size of the engagement.
d. Costs ofNegotiating. Each party will bear its respective costs relating to the negotiation of each SOW.
C. Other. Each SOW may contain such additional terms and conditions as may be mutually agreed to by the parties. 2) Installation and Testing. All computer software programs developed or provided pursuant to any SOW will be subject to Acceptance pursuant to the Acceptance procedures and practices described in Section 2.D of this Agreement. If any software developed by Laserfiche pursuant to any SOW is not accepted, or if Licensee decides to terminate Services of the SOW before Acceptance of the completed work, Licensee may terminate the SOW without obligation to compensate Laserfiche for Services not yet provided as of the effective date of termination unless the SOW provides for different payment terms on termination. However, Licensee will nevertheless compensate Laserfiche for its Services provided prior to the effective date of termination, based on time and materials consistent with the rates agreed upon in the attached Schedules. Upon Acceptance of the Laserfiche Software or Acceptance of the Services, all fees for the Services furnished before such Acceptance will be final and non-refundable.
E. Recruitment
During the term of this Agreement and for six months thereafter, and except as limited by applicable law, Laserfiche and Licensee agree not to recruit, hire of subcontract with the employees or full-time consultants ( or who were formerly employed or full-time consultants in the previous six months) of the other party unless written permission is obtained from the other party. If a party breaches this Section, the breaching party will, within ten days of such breach, Laserfiche Enterprise Software License and
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pay the non -breaching party liquidated damages in an amount equal to 100% of the total salary or compensation paid by the non -breaching party to such current or former employee or full-time consultant in the last twelve months of his or her employment or consulting work. The parties further agree that money damages may not be an adequate remedy for a breach by a party of this Section and, therefore, in addition to any other legal or equitable remedies available to it, the non -breaching party will be entitled to obtain an injunction against such hiring and employment.
F. Limited Warrantv on Services
Laserfiche warrants the following with respect to Services performed:
1) Compliance with Specifications. Laserfiche' s Services will substantially conform to the descriptions of the Services ( including performance capabilities, completeness, specifications, configurations, and function) set forth in any SOW. 2) Laserfiche Professionals. All Services provided by Laserfiche will be performed in a professional manner by qualified personnel. Laserfiche personnel will observe and comply with Licensee' s security procedures, rules, regulations, policies, working hours and holiday schedules. In performing services at Licensee locations, Laserfiche personnel will use their best efforts to minimize any disruption to Licensee' s normal business operations
3) Compliance with Specifications after Acceptance. For a period of 30 days after Acceptance of any Services, any custom software programs developed under this Agreement will operate substantially in conformance with the specifications for such software.
4) Non -Infringement of Third Party Rights. The Services will not violate or infringe upon the intellectual property rights of third parties, including their trade secrets, proprietary information, or trademark, copyright or patent rights. 5) Limitations. Laserfiche' s liability for breach of any of the above warranties or for any damages resulting from a breach of warranty will be strictly limited as set forth in Section 11 below (" LIMITATION OF LIABILITY AND DAMAGES").
5. Installation and Training.
A. Licensee will take the " ownership" role for installing the Laserfiche Software in the locations described in Schedule B of this Agreement.
B. Laserfiche will provide training to Licensee personnel as described in Schedule E of this Agreement.
C. Licensee personnel may attend scheduled training sessions at Laserfiche' s offices in Long Beach, California, at Laserfiche' s published charges. All Licensee personnel who attend training sessions will be responsible for any travel, food, lodging or other out-of-pocket business expenses incurred in attending the graining session.
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6. Laserfiche Software Assurance Plan (LSAP).
A. Laserfiche will provide Licensee the Laserfiche Software Assurance Plan (LSAP) as described in Schedule F, Laserfiche Software Assurance Plan, attached to this Agreement.
B. LSAP support services will commence beginning with the Delivery of Software for installation at Licensee' s locations. The parties recognize that the rollout of the Laserfiche Software for Licensee may present unique issues. Therefore, upon Licensee' s request, Laserfiche will use its reasonable best efforts to expedite its responses to Licensee' s requests for assistance to facilitate Licensee' s Acceptance of the Laserfiche Software.
C. The LSAP fees charged for additional Software Licenses purchased under the Purchase Option term of this Agreement ( section 3. 13) or beyond for the same Laserfiche Software Component License( s) Licensee already owns at that time (e. g.: to increase quantity) will be at the same rate( s) Licensee is already paying for said Software Component License( s) LSAP during that LSAP maintenance year. This will provide consistent rates on LSAP invoices for Software Licenses purchased at different times.
The LSAP fees charged for additional Software Licenses purchased under the Purchase Option term of this Agreement (section 3. 13) in which Licensee does not already own said Software Component License( s) will be at the rate( s) specified in the Laserfiche Price Schedule listed in Schedule A for that LSAP maintenance year.
7. Grant of License.
Description. Laserfiche grants Licensee a limited, irrevocable, non-exclusive, nontransferable license to use the Laserfiche Software described on Schedule A, subject to the terms and conditions of this Agreement and the License File which accompanies the Laserfiche Software. The Laserfiche Software may include, without limitation express or implied, some or all of the following types of software: ( a) " Server Software" that provides document management services to other programs, and " Client Software" that allows a computer or workstation to access or utilize the services provided by the Server Software; ( b) " Stand- alone Software" that operates on a single computer; and ( c) " Plug-in Software Modules" that can be added to the previously mentioned Software packages. If a separate, express license applies to particular Laserfiche Software, such as terms that accompany a software development kit, "demonstration" software provided only for demonstration, testing and feedback purposes or software designated for "application service provider" purposes, those terms apply. Otherwise, this Agreement applies to the Laserfiche Software that is described in Schedule A and one or more License Files, which constitute plain text and machine readable code generated by Laserfiche, reside on the server or computer folders containing the Laserfiche Software, and are installed as part of the processing of downloading the Laserfiche Software. Laserfiche grants Licensee a limited, nonexclusive, non -transferable license to use the Laserfiche Software subject to the terms and conditions of this Agreement and the License Files which accompany the Laserfiche Software.
A. Limitations and Requirements.
1) The License Files constitute part of this Agreement. The License Files define the scope and limitations of the Software. Licensee may use the Software only for Laserfiche Enterprise Software License and
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the number and types of users, until the expiration date( s), if any, described in the License Files, and subject to the other limitations specified in the License Files. If Licensee receives a License Manager program that enables installation of the Software for access by multiple users, Licensee may use the License Manager program only to install the Software for access by the numbers and types of users, and subject to the other limitations described in the applicable License File.
2) If a Rio product is being licensed, Licensee may install up to the maximum number copies of the Server Software listed in the applicable License File labeled as " instances") to multiple physical or virtual operating system environments so long as those installations have continuous network access to a running instance of the included License Manager program. Licensee may install only one copy of any License Manager program on a single physical or a single virtual operating system environment. 3) The Server Software may only be operated with the database system( s) Microsoft SQL Server or Oracle) 'listed in the applicable License File. If no database system is listed in a License File, then such Server Software may only be operated with Microsoft SQL Server Express.
4) If a License File includes an item labeled as " databases" ( also known as repositories), the Server Software may only host the number of databases listed in the License File, unless Licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, each running copy of the Server Software may host up to the number of databases listed in the License File.
5) If a License File indicates that the Software includes " named user connections," Licensee may allocate the named user connections to specific individuals or devices at Licensee' s discretion. When a named user connection is allocated to a specific individual person's Laserfiche or external directory account, that individual may not share the use of that named user connection by sharing the use of the account with others. When a named user connection is allocated to a device, the connection may only be used from that device and various individuals may share the use of that device so long as only one individual is accessing the Server Software from that device at a time. There are two types of named user connections — named user connections capable ofmodifying a database governed by the Server (referred to as " Named Full User" connections and listed in the License File as " named read-write objects") and named user connections capable of only read-only access ( referred to as " Named Retrieval" connections and listed in the License File as " named read-only objects"). Only the maximum number of each type of named user connection listed in the applicable License File may be allocated to individuals or devices. Named user connections may not be routinely reallocated for the purpose of lessening the number of named user connections required. A third type of named user connection is available on a limited basis, which has all of the capabilities of a Named Retrieval User connection, plus a limited set of additional read-write capabilities, which are listed in the License File. This third type of connection is referred to as " Restricted Named User" connection and is listed in the License File as RestrictedNamedUserLimit." The Restricted Named User Connection has the additional capabilities listed in the License File in a section called " RestrictedUserFeatures." Only Laserfiche Enterprise Software License and
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the maximum number of each type of named user connection listed in the applicable License File may be allocated to individuals or devices. Named user connections may not be routinely reallocated for the purpose of reducing the number of named user connections required.
6) If a License File indicates that the Software includes 'concurrent user connections," the concurrent user connections may be shared among individuals. There are two types of concurrent user connections — concurrent user connections capable of modifying a database governed by the Server (referred to as " Full User" connections and listed in the License File as " read-write users") and concurrent user connections capable of only read-only access ( referred to as ' Retrieval' connections and listed in the License File as " read- only users"). Once the maximum number of read-write or read- only concurrent user connections specified in the applicable License File is reached, no additional user connections of that type may be made, until some user connections of that type are closed. Individuals who require write access in the course of their work must use a Full User connection at all times; thus, individuals assigned to use a Full User connection may not use a Retrieval connection to perform read- only tasks which do not require a Full User connection. Hardware or software may not be used to reduce the number of concurrent user connections required for individuals to access or otherwise utilize Server services ( sometimes called "multiplexing"). 7) If a License File indicates that the Software lists a maximum number of Public Portal connections" ( listed as " read-only public portals"), which are intended to allow members of the public (referred to as " Public Users") read- only access to the Server Software only using a Laserfiche application known as WebLink, then once the maximum number of Public Portal connections specified in the License File is reached, no additional Public Portal connections may be made until some Public Portal connections are closed. Ifthe License File lists a maximum number of CPU sockets that may be utilized to support Public Portal access ( listed as " read-only CPU limit"), then Public Portal connections may be made only if the physical or virtual machine on which the Server Software is running has the listed number of CPUs or fewer. If neither a maximum number ofPublic Portal connections nor a maximum number of CPUs for Public Portal access is listed in the applicable License File, then no Public Portal connections may be made. Ifthe Software is licensed with the Web Distribution Portal listed as " SeeurityProfiles= l" in the License File), all connections through WebLink will have the same security profile.
8) Licensee may not install a version of the Server Software later than the version listed in the applicable License File.
9) If a License File lists an expiration date, the Software referenced in the License File may not be run after that date.
10) If a License File specifies one or more languages, then the Laserfiche user interface may only be run in those languages.
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11) If Software requires a product key or keys to install or access it, Licensee is responsible for the use of the keys assigned to Licensee. Licensee is not authorized to share the keys with third parties.
12) Activation associates the use of particular Software with a specific device.
This procedure is to prevent unlicensed use. During activation, the Software will send information about the Software and the device to Laserfiche. This information may include the product key of the Software, the internet protocol address of the device and information derived from the hardware configuration of the device. By downloading and using the Software, Licensee consents to the transmission of this information. 13) Add- ons and additional features that the Software can support may be used only when listed in a License File.
14) If Licensee desires to upgrade or enhance the capabilities of the Software or the numbers of users, connections or other features, Licensee must acquire the required additional rights from Laserfiche or an authorized reseller, in which case Licensee will also receive a new or updated License File.
15) The Software may only be used as intended, according to the capabilities made available through its various user interfaces and according to the Documentation. 16) As between Laserfiche and Licensee, Licensee will be solely responsible for configuring the Software and the databases to restrict access only to particular individuals who are permitted users hereunder. Licensee may delegate responsibilities relating to configuration to a third -party such as a reseller; however, it remains ultimately liable for complying with this License Agreement and the applicable License Files.
Licensee waives all liability, claims, damages and suits against Laserfiche, and all of its employees, officers, directors and contractors in any way related to the unauthorized disclosure of, or access to, information or documentation in the databases, whether or not due to a defect in or real ('unction of the Software. Licensee acknowledges that this License Agreement contains other limited warranties and limitations and waivers of damages and claims, and that Licensee' s waiver of liability in this section will be in addition to, and not in lieu of, Licensee' s other waivers set forth elsewhere in this License Agreement.
17) If Software is furnished to Licensee with materials indicating that it is Demonstration, " " Beta" or " Test" software, Licensee acknowledges that: (A) Laserfiche is furnishing the Software to Licensee solely for demonstration, or testing and feedback purposes; ( B) Licensee is strictly prohibited from using the Software for any purposes other than (i) demonstration of its capabilities to prospective licensees ofthe Software, ii) evaluation and t or testing ofthe Software for suitability for the period allowed in the applicable License File, or (iii) providing feedback to Laserfiche; ( C) testing does not include staging on a server in a production environment, such as loading content before or in conjunction with production use; ( D) Laserfiche makes no warranties, representations or any other claims with regard to the Software' s usability, reliability, performance, or overall quality; (E) Licensee will indemnify and defend Laserfiche Laserfiche Enterprise Software License and
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against any claim, suit, damages or other losses, including attorney' s fees and expenses, resulting from the use of the Software by Licensee; and (F) Licensee' s receipt of the Software does not constitute a license to use, sell, distribute, or commercialize the Software or copies of it. No compensation will be paid to Licensee for any use of the Software or for performing any service or giving any advice, analysis, or feedback to, or for the benefit of, Laserfiche. Licensee assigns and agrees to assign to Laserfiche without charge any suggestions, ideas, improvements and resulting intellectual property relating to any feedback it provides, for any purpose. Laserfiche' s rights to the feedback survive the termination of this License Agreement.
18) Ifthe License File lists the Standard Forms feature, then the forms features of Laserfiche may be used by Named Full Users. Ifthe License File lists the Forms Portal feature, then Public Users may submit forms that initiate a forms business process, but Public Users may not participate in subsequent steps in the forms business processes, or create or configure forms or forms business processes, or otherwise use the forms features of Laserfiche. Named Retrieval Users and Restricted Named Users are defined as Public Users for this purpose. Ifthe License File lists the Forms Portal and Authenticated Participants, then users designated as Authenticated Participants may submit forms after authentication and may participate in forms business processes at steps after the initial submission. However, Authenticated Participants may not create or configure forms or forms business processes or otherwise use the forms features of Laserfiche.
B. Compatibility. Except as expressly warranted in the Documentation, Laserfiche does not warrant the Laserfiche Software for any computer and operating system. Licensee will be responsible for consulting with Laserfiche for information about compatibility. Licensee acknowledges and agrees that Laserfiche will not have any responsibility or liability for any defect, problem or software error which in any way results from or is attributable to any nonLaserfiche software, program, code, utility or application provided by Licensee, Laserfiche or any other third party provider.
8. Protection of Confidential Information.
A. Each party may have access to information that is confidential to the other party Confidential Information"). Laserfiche' s Confidential Information will include, but not be limited to, the Laserfiche Software, including the object code, source code, and Documentation, the terms of this Agreement and all referenced schedules, formulas, methods, know how, processes, designs new products, developmental work, derivative works, the terms and pricing under this Agreement, and any other information which is clearly identified in writing at the time of disclosure as confidential and that meets the criteria for non -disclosure under laws of the State of California, including the California Public Records Act. During the tern of this Agreement and for seven years following its termination, and for such additional tern as the Laserfiche Software remains Laserfiche' s trade secret, or Confidential Information, Licensee will not directly or indirectly, alone or in conjunction with any other person or company, ( a) attempt to write or develop software in order to discover the Laserfiche Software source code or other trade secrets contained in the Laserfiche Software; or (b) utilize the Laserfiche Software, Laserfiche Enterprise Software License and
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Documentation, or the Confidential Information, either directly or indirectly, to sell, market or distribute any software product which competes with the Laserfiche Software; or (c) utilize the Laserfiche Software, Documentation, or Confidential Information, directly or indirectly, to assist, advise or consult with any other person or company in selling, marketing or distributing any software product which competes with the Laserfiche Software; or (d) publish the Laserfiche Software for others to copy; or (e) utilize the Laserfiche Software, Documentation, or Confidential Information, directly or indirectly, to convert, or to assist, advise or consult with any other person or company to convert, any end user of the Laserfiche Software to a software product which competes with the Laserfiche Software; or (f) remove any product identification, copyright legend or other notices from the Laserfiche Software or Documentation, or directly or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the Laserfiche Software claimed by Laserfiche or third parties identified in the Laserfiche Software or Documentation. The software source code and the trade secrets therein are not licensed to Licensee, and all modifications, additions, or deletions are strictly prohibited. Licensee must obtain Laserfiche' s prior written approval to disclose to a third party the results of any benchmark test of the Laserfiche Software unless such disclosure is required under the laws of the State of California, including the California Public Records Act.
B. Licensee' s Confidential Information will include, but not be limited to, its trade secrets, methods, processes, procedures, formulas, know-how, designs, new products, developmental work, marketing requirements, marketing plans, customer names and data, prospective customer names and data, the terms of this Agreement and all referenced schedules, and any other information clearly identified in writing at the time of disclosure as confidential and that meets the criteria for non -disclosure under laws of the State of California, including the California Public Records Act.
C. Confidential Information also includes all information received from third parties that either party is obligated to treat as confidential and all verbally -disclosed information that is identified by either party as confidential, provided that any unwritten confidential information is subsequently (within 30 days of disclosure) confirmed to be confidential by a written memorandum describing the information furnished, claiming the information to be confidential, and describing the circumstances under which it was furnished.
D. Confidential Information will not include information that: (i) was in the other party' s lawful possession before its disclosure and was not obtained, directly or indirectly, as a result of a breach of confidentiality or violation of law by any non-party to this Agreement; or ii) is or becomes a part of the public domain through no wrongful or illegal act or omission of the other party or of any non-party who breached a duty of confidentiality by placing the Confidential Information in the public domain; or (iii) is lawfully disclosed to the other party by a non-party without restriction on disclosure; or (iv) is independently and lawfully developed by the other party without use of or reference to the other party's Confidential Information or breach of this Agreement. In addition, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that, if permitted by law, the responding party will first have used reasonable efforts to provide notice to the other party of such a request or order, in order to permit such other party to oppose such disclosure or to obtain Laserfiche Enterprise Software License and
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a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.
E. The parties will not, unless required by law, make each other's Confidential Information available in any form to any third party (except each party's respective legal, tax, and accounting advisors, technology consultants, and other persons who have a reasonable need to know such Confidential Information for performance by Laserfiche or Licensee under this Agreement) or to use each other's Confidential Information for any purpose other than in the performance of this Agreement. Except to persons described in the previous sentence, Licensee will not disclose the results of any Acceptance tests results or findings without Laserfiche' s prior written approval. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of this Agreement. The parties agree to hold each other's Confidential Information in confidence during and for seven years after the termination of this Agreement or until such Confidential Information is no longer confidential. Each party acknowledges and agrees that, because of the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this confidentiality provision, and that such breach would cause irreparable harm to the non - breaching party; therefore, the non -breaching party will be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement.
F. The exchanged Confidential Information will remain the property of the party disclosing such Confidential Information, and upon request, except where provided expressly to the contrary herein, the receiving party will return all Confidential Information received in tangible form to the disclosing party, or at the disclosing party's option, destroy all such Confidential Information and certify such destruction to the disclosing party.
9. OwnershiD of Data and Works: CODvriaht.
A. Ownership. The Laserfiche Software is licensed and not sold. Laserfiche will retain ownership of, and title to, the Laserfiche Software and Documentation (including all adaptations, derivative works or copies). Licensee agrees that Laserfiche is the owner of all rights, title and interest in all computer programs that comprise the Laserfiche Software, including any source code, object code, derivative works, enhancements and modifications, all files, including input and output materials, all Documentation related to such computer programs and files, all media upon which any such computer programs, files and documentation are located ( including tapes, disks and other storage media) and all related material that are used by, developed for, or paid for by Licensee in connection with the performance of any Services provided by Laserfiche. Licensee is acquiring the license under the terms described in this Agreement and the License File(s) described in Section TA above, and Licensee acquires no other rights. Licensee will retain ownership of, and title to, all content, data files, and similar materials developed and stored by Licensee.
B. Proprietary Rights. The Laserfiche Software and the Documentation are protected by United States and other international copyright laws, conventions and treaties. Licensee agrees that all copyrights and other proprietary rights in computer programs, files, Documentation, and related materials that are paid for by Licensee or developed by Laserfiche in connection with this Agreement are owned by Laserfiche, and Licensee hereby assigns to Laserfiche Enterprise Software License and
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Laserfiche all right, title and interest in such copyrights and other proprietary rights. Licensee may copy the Documentation solely for internal, reference purposes, as long as this Agreement is in effect and the copy includes all trademark and copyright notices set forth on the Documentation, and the use of such copy does not violate or breach any other term or provision of this Agreement.
10. Other Restrictions.
Licensee may not sublicense, assign, loan, duplicate, rent, lease, convey or otherwise use, transfer, copy, translate, convert to another programming language, alter, modify, decompile, disassemble or reverse engineer the Laserfiche Software, in whole or in part, except as expressly permitted or authorized by this Agreement. Licensee will not use or acquire any Laserfiche Software product from anyone other than Laserfiche or an authorized Laserfiche reseller and will not use any illegal or unauthorized means to download, access or copy any Laserfiche Software product for any purpose whatsoever. Unless a separate license expressly authorizes a particular, application or use of Laserfiche software, such as for "application service provider" purposes, all users ofthe Laserfiche Software must be employees of Licensee or independent contractors bound by contractual obligation to use the Laserfiche Software solely in the course ofLicensee' s business: all other uses of the Laserfiche Software are strictly prohibited, including, without limitation, (a) use in the business of an application service provider, commercial software hosting business or a scanning bureau, and (b) transferring, copying or other dissemination of the Laserfiche Software outside of the legal person that constitutes Licensee. Licensee will strictly comply with the all United States laws regarding or governing the export of technology. 11, LIMITED WARRANTY AND DISCLAIMER.
A. Laserfiche warrants that the Laserfiche Software, as and when delivered to Licensee, will substantially conform to the specifications set out in the Documentation. In addition, defective media, if any, wiII be replaced when it is returned postage or shipping prepaid to Laserfiche. The warranties on the Laserfiche Software will continue in full force and effect for a period of thirty days after Licensee' s Acceptance of the Laserfiche Software.
B. Except as stated above, LASERFICHE LICENSES THE LASERFICHE SOFTWARE ON AN "AS IS" BASIS AND WITH ALL FAULTS AND WITHOUT ANY OTHER WARRANTIES OF ANY KIND. LASERFICHE DOES NOT WARRANT THE ERROR -FREE OPERATION OF THE LASERFICHE SOFTWARE. EXCEPT AS
EXPRESSLY STATED ABOVE, LASERFICHE DISCLAIMS, TO THE FULLEST
EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE LASERFICHE SOFTWARE. LASERFICHE DOES NOT
WARRANT THAT THE LASERFICHE SOFTWARE WILL SATISFY THE
REQUIREMENTS OF LICENSEE OR THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION.
12. LIMITATION OF LIABILITY AND DAMAGES.
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A. LASERFICHE' S LIABILITY FOR ANY DAMAGES OR INJURIES
SUFFERED BY LICENSEE, WHETHER BASED ON A BREACH OF CONTRACT,
BREACH OF WARRANTY, CLAIM OF NEGLIGENCE, MISREPRESENTATION OR
OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT,
UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT THAT LICENSEE HAS
ACTUALLY PAID TO LASERFICHE FOR THE DEFECTIVE OR NON -COMPLIANT LASERFICHE SOFTWARE COMPONENTS OR SERVICES WITHIN THE 12- MONTH
PERIOD IMMEDIATELY PRECEDING THE DATE THAT LICENSEE FILES SUIT
OR OTHERWISE NOTIFIES LASERFICHE OF AN EXISTING OR POTENTIAL CLAIM AGAINST LASERFICHE, WHICHEVER OCCURS FIRST. NO ACTION MAY
BE BROUGHT AGAINST LASERFICHE OR ITS REPRESENTATIVES UNDER THIS
AGREEMENT MORE THAN ONE YEAR AFTER LICENSEE DISCOVERED OR
SHOULD HAVE DISCOVERED THE FACTS WHICH GAVE RISE TO THE CLAIM OR CAUSE OF ACTION. NO RESELLER, VAR, DISTRIBUTOR OR OTHER THIRD
PARTY MAY MODIFY, SUPPLEMENT OR CHANGE THIS WARRANTY WITHOUT THE EXPRESS PRIOR WRITTEN APPROVAL OF LASERFICHE.
B. UNDER NO CIRCUMSTANCES WILL LASERFICHE OR LICENSEE OR
THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, RESELLERS, DISTRIBUTORS,
AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, OR SUPPLIERS (COLLECTIVELY, `REPRESENTATIVES") BE LIABLE TO THE
OTHER PARTY OR ANY THIRD PARTIES FOR ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS, LOSSES FROM BUSINESS INTERRUPTION, LOSS
OF BUSINESS INFORMATION OR DATA, COSTS OF RECREATING LOST DATA,
THE COST OF SUBSTITUTE EQUIPMENT OR PROGRAMS SUSTAINED BY
EITHER PARTY OR BY ANY THIRD PARTY, OR ANY OTHER PECUNIARY LOSS),
REGARDLESS OF WHETHER EITHER PARTY OR ITS REPRESENTATIVES HAVE BEEN WARNED OF SUCH DAMAGES OR CLAIMS.
C. NOTWITHSTANDING THE FOREGOING, SECTIONS 12A AND 12B
WILL NOT APPLY TO THE LIABILITY OF EITHER PARTY TO INDEMNIFY THE
OTHER AGAINST THIRD -PARTY CLAIMS ARISING OUT OF ITS
INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13. INSTEAD, THE FOLLOWING LIMITS WILL APPLY TO THIRD -PARTY INDEMNITY CLAIMS:
1) IF AN INDEMNITY CLAIM IS MADE AGAINST LASERFICHE,
ITS MAXIMUM LIABILITY FOR THE CLAIM WILL NOT, UNDER ANY
CIRCUMSTANCES, EXCEED THE AGGREGATE CONTRACT PRICE SET
FORTH IN SCHEDULES A AND D OF THIS AGREEMENT FOR SOFTWARE
AND SERVICES, LESS (A) ALL AMOUNTS REMAINING UNPAID BY
LICENSEE TO LASERFICHE AND (B) LESS ALL AMOUNTS REFUNDED OR CREDITED BY LASERFICHE TO LICENSEE.
2) IF AN INDEMNITY CLAIM IS MADE AGAINST LICENSEE, ITS
MAXIMUM LIABILITY FOR TH CLAIM WILL NOT, UNDER ANY
CIRCUMSTANCES, EXCEED THE CONTRACT PRICE AS SET FORTH IN Laserfiche Enterprise Software License and
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SCHEDULES A AND D OF THIS AGREEMENT FOR SOFTWARE AND
SERVICES.
3) ADDITIONALLY, LICENSEE' S CONTRACTUAL OBLIGATION
TO PAY TO LASERFICHE THE BALANCE OF THE CONTRACT PRICE OR
FOR UNPAID INVOICES FOR LASERFICHE SOFTWARE, SERVICES,
MAINTENANCE OR SUPPORT WILL NOT BE LIMITED BY ANY
LANGUAGE IN THIS OR ANY OTHER SECTION OF THIS AGREEMENT.
D. IN RESPECT TO ALL THIRD -PARTY INDEMNITY CLAIMS, THE
PARTY ENTITLED TO INDEMNITY WILL ALSO BE ENTITLED TO RECOVER ALL
AMOUNTS WHICH MAY BE PAYABLE UNDER THE OTHER PARTY' S
APPLICABLE INSURANCE POLICIES; AND NEITHER PARTY' S INSURERS WILL
BE EXPRESS OR IMPLIED THIRD -PARTY BENEFICIARIES OF ANY LIMITATION OF LIABILITY IN SECTION 12 OF THIS AGREEMENT.
E. THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN
THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LASERFICHE AND LICENSEE. EACH PARTY
ACKNOWLEDGES AND AGREES THAT THE OTHER PARTY WOULD NOT BE
ABLE OR WILLING TO ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS.
13. Indemnification.
A. Laserfiche will indemnify and hold harmless Licensee, and each of its employees, officers and directors, against all liabilities and expenses ( including without limitation, reasonable attorney' s fees and expenses), costs, judgments, settlements, contract losses, or other costs arising out of or relating to ( 1) any final judgment or settlement which awards damages or injunctive reliefto a third -party based on a finding that the Laserfiche Software infringed or misappropriated a patent, copyright, trademark or trade secret of a third party, and (2) personal injuries and physical property damage caused by Laserfiche' s negligence. Laserfiche' s indemnity obligation will be limited as stated in Section 12. C( 1).
B. Licensee will indemnify and hold harmless Laserfiche, and each of its employees, officers and directors, against all liabilities and expenses ( including without limitation, reasonable attorney' s fees and expenses), costs, judgments, settlements, contract losses, or other costs arising out of or relating to ( 1) any claim related to Licensee' s use of the Laserfiche Software in breach of this Agreement or the Laserfiche Software License Agreement or any other claim resulting from a misrepresentation or concealment, patent, trademark or copyright infringement, misappropriation or misuse of proprietary information, or violation of law, and (2) personal injuries and physical property damage caused by Licensee' s negligence. Licensee' s indemnity obligation will be limited as stated in Section 12. C( 2).
14. Termination of Agreement.
A. Termination. Either party, upon giving written notice to the other party, may terminate this Agreement:
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1) if either party breaches an obligation to pay moneys owed to the other, and fails to cure the non-payment within ten days written notice of non-payment; 2) if the other party breaches any non -monetary provision of this Agreement and the breach is not remedied within thirty days of the party's receipt of written notice of the breach; provided, however, that if a breach cannot reasonably be remedied within thirty days of written notice, such breach will be remedied as soon as reasonably possible thereafter, but in any event within ninety days of written notice; or 3) if at any time after the commencement of the Services, Licensee, in its reasonable judgment, determines that such Services are inadequate, unsatisfactory, or substantially nonconforming to the specifications, descriptions, or warranties contained herein and the problem is not remedied within ninety days of the party's receipt of written notice describing the problem.
B. Survival. Termination of this Agreement will not affect either party' s obligation to pay for any products or services incurred before termination and will not release the parties from their respective contractual obligations incurred before termination including, without limitation, to protect the Confidential Property of the other.
15. Notices.
Notices must be given in writing to the address stated at the end of this Agreement, or to such other address as either party may substitute by written notice to the other. Any notice involving breach or termination, must be personally delivered or sent by recognized overnight courier (such as Federal Express or DHL) or by certified mail, postage pre -paid and return receipt requested, with a copy by email or fax. All other notices may be sent as stated above, or by fax, email, or First Class Mail. All notices will be deemed to have been given and received on the earlier of actual delivery ( except that faxes, emails and other notices received on a non - business day or after business hours will be deemed received on the next business day, according to the recipient' s business calendar) or three ( 3) days from the date of postmark. A notice will be valid, even if not fully compliant with the above procedures, ifthe party giving notice has complied with any means of transmission and can prove that the recipient actually received the notice.
16. Insurance.
Prior to undertaking performance of work under this Agreement, Laserfiche shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
A. Commercial General Liability Insurance. Laserfiche 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 there from and damage to property, resulting from any act or occurrence arising out of Laserfiche' 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 Laserfiche Enterprise Software License and
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amount of One Million Dollars ($1, 000,000) per occurrence. Such insurance shall ( a) name Licensee (" the City"), its officers, employees, agents, volunteers, and representatives as additional insured( s); ( b) be primary and not contributory with respect to insurance or selfinsurance programs maintained by the City; and ( c) contain standard separation of insureds provisions.
B. Business Automobile Liability Insurance, or equivalent form, with a combined single limit of not less than One Million Dollars ($ 1, 000, 000) per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance: In accordance with the provisions of Section 3300 of the Labor Code, Laserfiche is required to be insured against liability for Workers' Compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Laserfiche agrees to obtain and maintain any employer's liability insurance with limits not less than. One Million Dollars ($ 1, 000,000) per accident.
D. Professional Liability Insurance: If Laserfiche is or employs a licensed professional such as an architect or engineer, Laserfiche is required to carry Professional Liability (errors and omissions) insurance, with a combined single limit of not less than One Million Dollars ($ 1, 000,000) per claim.
E. The following requirements apply to the insurance to be provided by Laserfiche pursuant to this section:
1) Laserfiche shall maintain all insurance required above in full force and effect for the entire period covered by this agreement. 2) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. 3) 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. I£ Laserfiche 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 affect Laserfiche' s right to be paid for its time and materials expended prior to notification of termination. Laserfiche waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City.
17. General.
A. Severability. If any provision of this Agreement is adjudicated or held to be unlawful, void, or unenforceable, that provision will be severed from this Agreement and will not affect the validity and enforceability of any of its remaining provisions.
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B. Supersedes Other Agreements. This Agreement contains the sole and exclusive agreement between Laserfiche and Licensee relating to its subject matter. It will not be modified or amended in any way by any purchase order or other document issued by Licensee to Laserfiche. Any amendment or modification must be in writing and signed by both Laserfiche and Licensee.
C. No Authority. Laserfiche' s resellers, dealers and distributors are not authorized to modify this Agreement, or to make any additional representations, commitments, or warranties binding on Laserfiche.
D. Assignment. This Agreement may not be transferred or assigned by Licensee without. the prior written consent of Laserfiche. Any permitted transfer or assignment of this Agreement will be void unless and until the transferee or assignee agrees in writing to be bound by this terms of this Agreement.
E. Applicable Law. This Agreement will be governed and construed by the laws of the State of California, without reference to that state' s choice of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
F. Arbitration of Disputes. Any dispute, claim or controversy arising out of or relating to any claim regarding the breach, termination, enforcement, interpretation or validity of this Agreement will be deterinined' by arbitration in the venue described in Section G below before one arbitrator. The arbitrator must have substantial experience in the field of intellectual property law, either as an attorney or as an arbitrator or judge, and possess a basic understanding of software licensing. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause will not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
G. Venue. Any arbitration, suit, action or proceeding arising from or related to this Agreement or the rights or obligations of the parties under it, whether in contract, tort or otherwise, must be brought exclusively in the JAMS office in Los Angeles, California, if an arbitrated dispute, or in the state and federal courts located in Los Angeles County, California.
All parties consent and agree to the jurisdiction of the state of California, and consent and agree to venue for any such suits in the state and federal courts located in Los Angeles County, California.
H. Taxes. Except to the extent that Licensee has provided an exemption certificate, direct pay permit or other such appropriate documentation, Laserfiche will add to each invoice anv sales, use, excise, value-added, gross receipts, services, consumption and other similar transaction taxes, however designated, that are properly levied by any taxing authority upon the provision of the Laserfiche Software or the Services, excluding, however, any state or local privilege or franchise taxes, or taxes based upon Laserfiche' s net income. Also, Laserfiche and Licensee will each bear sole responsibility for all taxes, assessments, and other ad valorem levies on each party' s respective own personal property.
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I. Force Majeure. Neither party will be liable for any failure or delay in performance ifthe failure or delay is due to any war, riot, revolution, explosion or sabotage, casualty beyond the reasonable control of such party and its employees, change in government law, order or regulation.
J. Export Restrictions. Licensee acknowledges that the Laserfiche Software and all related technical information, documents, and materials are subject to United States export jurisdiction and controls under the U.S. Export Administration Regulation. Licensee must comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes, including but not limited to, the procurement ofrequired permits, certificates, approvals, and inspections in Licensee' s performance of this Agreement. In addition, Licensee must comply with applicable international export laws and regulations. Licensee represents, warrants and certifies that Licensee will (i) comply strictly with all legal requirements, (ii) cooperate fully with Laserfiche in any official or unofficial audit or inspection that relates to these controls, and iii) not export, re- export, divert, transfer, or disclose, directly or indirectly, any Laserfiche Software or related technical information, document, or products to any country restricted by applicable export laws or regulations, as modified from time to time, or to any national or resident of such country, unless Licensee has obtained the prior written authorization of Laserfiche, the U.S. Commerce Department and any other required governmental authority.
K. U.S. Government Restricted Rights Notice. The Laserfiche Software is provided with restricted rights. Use, duplication or disclosure for or by the government of the United States, including without limitation any of its agencies or instrumentalities, is subject to the restrictions set forth, as applicable: ( i) in subparagraphs ( a) through (d) of the Commercial Computer Software Restricted Rights clause at FAR 52. 227- 19; ( ii) in subparagraph ( c)( 1)( ii) of the Rights in Technical Data and Computer Software clause at DEARS 252. 227- 7013; or (iii) in similar clauses in other federal regulations, including the NASA FAR supplement. Licensee and any end user may not remove or deface any restricted rights notice or other legal notice appearing in the Laserfiche Software or on any packaging or other media associated with the Laserfiche Software. The contractor/ manufacturer is Compulink Management Center, Inc. dba Laserfiche, 3545 Long Beach Blvd., Long Beach, California.
L. Captions. The captions used on this Agreement are for convenience only and will not be a part of this Agreement.
M. Survival. The obligations of the parties set forth in this Agreement will survive its termination.
N. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDT ( Portable Document Format) file attachment, or other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner.
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Executed on ' i0 2014 at Long Beach, California.
COMPULINK MANAGEMENT CENTER.,
INC. (" LASERFICFIE")
LICENSEEo CITY OF SANTA ANA
r
702rZv1Lf
By: , PC,U,rV1,„ By:
Name: Ly 1 h ( 6 Q tI Name: David Cavazos
Title: U L V P fCL i'7t S
Address: 3545 Long Beach Blvd.
Long Beach, CA 90807
Telephone: ( 562)988- 1688
Fax: ( 562)988- 1886
Email: [email protected]
Title: City Manager
Address: 20 Civic Center Plaza
Santa Ana, CA 92701
Telephone: 714- 647-5400
Fax: 714-647-6956 ( Clerk's Office)
Email [email protected],
ATTEST:
aria D. I3uizar
Clerk of the Council
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:
Jose doval
Chi6Assistant City Attorney
C 2014 Compniink Management Center, Inc.
Laserfiche Enterprise Software License and
Professional Services Agreement Page 23
City Council 37 – 34 6/6/2023
Schedule A - Laserfiche Software Purchased and Price Schedule
1. Laserfiche Software Licenses Purchased
The following table identifies the Laserfiche software licenses and first year's Laserfiche Software Assurance Plan (LEAP) and VIP Professional. Services Pack being purchased under the terms of this agreement. This schedule includes the software components for upgrading Licensee' s existing Clerk (which includes Clerk, Finance, Treasury, CDA, and other repositories) and Public Works Agency (PWA) Laserfiche United systems to a single Laserfiche Rio system (referred to as the future "City" Laserfiche system). The upgrade cost includes a trade- in credit of Licensee' s past Laserfiche Cleric and PWA United software purchases.
The actual amount billed for LSAP shall be pro -rated with a start date of Delivery of Software for an initial term that extends through June 11, 2015.
The schedule does not include Laserfiche Rio Software licenses for Licensee's Police Department (PD). PD will continue to run its existing Laserfiche United system. Refer to Schedule F for the Police Department's Laserfiche United LSAP renewal and VIP Service costs.
Product Descnption ` Qty Price Total
Laserfiche User Licenses
ENF02 LF Rio Named Full User w/ Forms 175 660.00 115, 500. 00 Laserfiche Portal Licenses _ _
PPM25 LF Pilot Public Portal License (25 concurrent 1 25, 000.00 25, 000. 00 connections)
EPFRM LF Forms Portal Add -On 1 7, 995. 00 7, 995; 00 - Capture Tools
QCl Quick Fields Core (includes Validation packages 4 5, 000.00 20,000. 00 for Bar Code, Real -Time Lookup, Zone -OCR,
Scripting)
Quick Fields Auto Stamp/ Redaction/ Bates
QC6 Num. 3 500. 00 1, 500. 00
SC05 LF ScanCormect 5- pack 1 660.00 660. 00
Additional Tools
TK Laserfiche SDK (Software Development Kit) 1 $ 2, 500.00 $ 2, 500. 00 LF Rio Software Subtotal $ 173 155. 00
Clerk and PWA LF United Software Past Purchase Trade-in Credit (, 97, 115. 00) LF Rio Software Total $ 75, 340. 00
Laser acheSofh+areAssurancePlan (LSAP) and VIP Service
ENF02B LF Rio Named Full User w/ Forms LSAP 175 $ 132. 00 $ 23, 100. 00 PPM25B LF Pilot Public Portal License LSAP
EPFRMB LF Forms Portal Add -On LSAP
QCIB Quick Fields Core LSAP
Laserfiche Enterprise Sofiware License and
Professional Services Agreement
5, 000. 00
1, 599. 00
1, 000.00
5, 000. 00
1, 599. 00
4,000. 00
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QC613 QF Auto Stamp/ Redaction/ Bates Num. LSAP 3 $ 100. 00 $ 300. 00 SC05B LF ScanConnect 5- pack 1 $ 132. 00 $ 132. 00
TKB Laserfiche SDK LSAP 1 $ 750.00 $ 750. 00
LF Rio LSAP Subtotal $ 34, 881. 00
VIP VIP Professional Services Pack (Up to 80 hours) 1 $ 12,000.00 $ 12, 000. 00 through June 1 L 2015
1- 1- ...... .............. ...
LF Rio LSAP and VIPI..... Service Subtotal $ 46, 881. 00 Laserfiche Rio Uuarade Total $ 122. 221. 00
2. Price Schedule
The following tables identify the Laserfiche Software Catalog and prices that Licensee may optionally purchase additional Laserfiche Software licenses during the Laserfiche Software License Purchase Option term pursuant to section 3. B of this agreement.
Laserfiche will provide Licensee a trade-in credit for past Laserfiche PD software license purchases toward the purchase of Laserfiche Rio licenses should Licensee choose to upgrade the Police Department (PD) system from Laserfiche United to Laserfiche Rio in the future.
LfRio Named Full Users with Forms for MS SQL
ENFO 1 100- 174 Named Full User System $ 770.00 $ 154.00 $ 924.00 ENF02 175- 499 Named Full User System 660. 00 132.00 792. 00 ENF05 500- 999 Named Full User System 550.00 110.00 660.00 ENF10 1, 000- 1, 499 Named Full User System 440. 00 88. 00 528. 00 ENF15 1, 500- 1, 999 Named Full User System 385. 00 77. 00 462.00 L Rio Named Retrieval Users or MSS L
ENR2 200- 999 Named Retrieval User System 200.00 40.00 240.00 ENR10 999- 9, 999 Named Retrieval User System 100.00 20,00 120.00 Product Description License LSAP Total
Unit Cost
LfRio Portal Licenses
EPFRM LF Forms Portal 7, 995. 00 1, 599. 00 9, 594.00
EPFRMX LF Enterprise Forms Portal 24, 000.00 4,800. 00 28, 800.00 PPM25 LF Pilot Public Portal 25, 000.00 5, 000. 00 30, 000. 00 PPX LF Public Portal 45, 000.00 9, 000. 00 54, 000. 00
PPX2 LF Public Portal for dual CPU machine 50, 000.00 10,000. 00 60, 000. 00 PPMX LF Public Portal for multiprocessor machine 75, 000.00 15, 000. 00 90, 000.00 EPPMX LF Enterprise Public Portal 225, 000. 00 45, 000.00 270,000. 00 LfRio CaRture Tools
QC5 LF Quick Fields 595. 00 120. 00 715. 00
QC4 LF Quick Fields Basic 2, 500. 00 500. 00 3, 000. 00 Laserfiche Enterprise Software License and
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QCl LF Quick Fields Core 5, 000. 00 1, 000.00 6, 000. 00 QC2 LF Quick Fields Classify 7,500. 00 1, 500. 00 9, 000. 00 QC3 LF Quick Fields Context 10, 000.00 2, 000. 00 12, 000. 00 QCX LF Quick Fields Complete 15, 000.00 3, 000. 00 18, 000. 00 QFA LF Quick Fields Agent 10, 000. 00 2, 000. 00 12,000.00 IA LF Import Agent 1, 500. 00 300.00 1, 800.00
SCO1 LF ScanConnect 165. 00 33. 00 198. 00
SC05 LF ScanConnect 5- pack 660. 00 132.00 792.00
SC10 LF ScanConnect 10- vack 915.00 183. 00 1, 098. 00
LfRio Additional Components
PLUSI Laserfiche Plus - 5 Seats 10, 000.00 2, 000. 00 12, 000.00 PLUS2 Laserfiche Plus - 1 Seat 3, 800. 00 1, 600. 00 5, 400.00 TK Laserfiche SDK 2, 500.00 750.00 3, 250.00
United User
FX Full User United 750. 00 150.00 900. 00
RX Retrieval User United 300.00 60. 00 360.00
Lf United Portal Licenses
97830A WebLinlc- AdditionalRepository 1, 250.00 250.00 1, 500.00 L United Capture Tools
OF Lf Quick Fields 595.00 127.63 722.63
QF- 1 ScanConnect 165. 00 33. 00 198. 00
QF- 1- 5 ScanConnect5 pack 660.00 132.00 792.00
QF- 1- 10 ScanConnect10 pack 915. 00 183. 00 1, 098. 00 QF- 6 Auto Stamp/ Redaction/ Bates Num. 495.00 127. 63 622. 63 QF- 9 Document Classification 4, 995. 00 1, 276.28 6,271. 28 QF- 10 Forms Alignment 2, 495. 00 500.00 2, 995. 00
QF- 11 Optical Mark Recognition 2, 495. 00 500.00 2, 995. 00 QF- 14 Quick Fields Agent 10, 000.00 2, 000.00 12, 000. 00 QF- 15 Forms Identification 2,495. 00 500.00 2, 995. 00 QF- 16 Forms Extractor 2,495. 00 500.00 2, 995. 00
QF- 18 Quick Fields Scripting Kit 595. 00 127. 63 722. 63 QF- Cl Forms Combo 9, 995. 00 2, 000.00 11, 995. 00
QF- C3 Zone OCR and Validation Package 2, 795. 00 560.00 3, 355. 00 QF- C4 Barcode and Validation Package 1, 695. 00 340.00 2, 035. 00 QF- 05 Real -Time LookUp and Validation Package 595. 00 120.00 715. 00 PI Import Agent _ ,._._ 1, 500. 00 300.00 1, 800.00
Lf i7nitedAdditional Components
TK Laserfiche SDK 2, 500. 00 750.00 3, 250. 00
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3. Temporary United Licenses
A. Clerk and Public Works.
With the purchase of Lasefiche Rio Software, Licensee will undertake a Laserfiche Rio Migration project to migrate its existing Clerk and Public Works Agency (PWA) Laserfiche United systems to Laserfiche Rio. The Clerk and PWA Laserfiche United systems are separate systems on different versions of Laserfiche. They are integrated with several third -party and inhouse applications. The systems are working and being used in production in the course of Licensee' s business.
Laserfiche recognizes that Licensee must take care to minimize risk of disrupting existing working systems during the migration to Rio. It will take considerable time, effort, and resources to establish test environments, test, and migrate Licensee' s Laserfiche repositories and systems.
As such, Licensee will take a phased approach to implementing Rio which involves migrating systems and repositories, one at a time. Licensee plans to migrate each of several repositories in the Clerk system during the first phase. Licensee must also upgrade the PWA repository and system to the same version as that of the Clerk system. Finally, Licensee will migrate the PWA repository to Rio into the Clerk Rio system. The Clerk Rio system will then be referred to as the City" system.
During the transition and migration period, Licensee will need to test United version upgrade(s) and Rio while running its United systems in production. Laserfiche shall grant licensee permission to use its Laserfiche United and Rio systems concurrently during this transition and migration period.
Laserfiche will provide Licensee temporary Laserfiche United licenses or extend Licensee' s existing United Licenses upon Licensee' s request for the purpose of testing and upgrading its existing United systems and running them concurrently during the migration to Rio as long as Licensee is covered under any LSAP. The temporary license or extension will not exceed 12 months. During this period, Licensee may request subsequent temporary license extensions until the Rio migration is complete.
B. Police Department.
Licensee' s Police Department (PD) will continue running its existing Laserfiche United system.
Laserfiche will provide Licensee temporary Laserfiche United licenses upon request for the purpose of testing Laserfiche version upgrades and / or system configuration changes as long as Licensee is covered under any LSAP. Temporary licenses will not exceed 12 months, but Licensee may request subsequent temporary licenses when needed for upgrade and / or system configuration changes.
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Schedule B — Locations of Software Installations
All Laserfiche Software will be delivered electronically and installed on Licensee owned or leased hardware at its on -premise data center or on Licensee' s computer network infrastructure.
As required for the delivery of services and support, Laserfiche personnel may require remote and possibly physical access to Licensee' s computers on the network on which the Laserfiche solution is to run.
During certain phases of the project, remote access may be required outside of City of Santa Ana' s standard hours of operation.
In both cases, access will be requested in advance and scheduled with authorized City of Santa Ana IT representative( s).
Laserfiche Enterprise Software License and
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Schedule C — Terms of Payment for Software and Services
1. Initial Software, VIP Service, and LSAP
The amount for Laserfiche Software Licenses Purchased, first year's LSAP, and VIP Professional Services Pack, specified in Schedule A, for the Clerk / City system ($ 122, 221. 00), will be billed upon Agreement execution.
The amount for the LSAP and fractional VIP Professional Services Pack for Licensee' s Police Department for the June 12, 2014 to June 11, 2015 term specified in Schedule F ($ 26,333. 92) will be billed upon Agreement execution.
Laserfiche should submit separate invoices for Clerk / City and Police Department billings
2. Additional Software and LSAP
The amount for additional Laserfiche Software licenses purchased from the Laserfiche Price Schedule in Schedule A under the Purchase Option term will be billed upon Delivery of Software for those additional software licenses purchased.
LSAP renewals will be billed prior to the June I expiration for each annual renewal.
3. Professional Services
All professional services will be performed in accordance with any mutually accepted Scope of Work document (" SOW") that may be attached to this Agreement and incorporated by reference.
Laserfiche Professional Service hours provided will be deducted from any available hours in Licensee' s VIP Professional Services Pack Hours bank. When Licensee's VIP Professional Services Pack hours have been exhausted, Laserfiche Professional Services will be billed to Licensee on a Time and Materials T& M) basis of the actual hours worked at the Laserfiche Professional Services Rates specified in Schedule D. Professional services and qualifying expenses are to be billed at a bi-weekly, or less frequent e. g.: monthly), frequency.
4. Scanning Services
Billing for scanning services will be based on actual items scanned using the Price Schedule specified in Schedule G, Accuflex Scanning Services.
5. Training
Laserfiche will provide the optional training identified in Schedule E.
Billing for online Laserfiche CPP training or Regional Training will be upon Licensee enrolling in the training.
Billing for custom training will be on a Time & Materials basis or per the terms of the SOW.
6. Payment Terms
Licensee will make a good faith earnest effort to process Laserfiche invoices in a timely manner within 30 days of receipt. Payment terms shall be Net 45 days.
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Schedule D — Description of Professional Services
Laserfiche professional services will be provided based on a Scope of Work ("SOW") that identifies the services to be provided. Laserfiche and Licensee may develop SOW( s) at any time during the term of this Agreement that, when mutually agreed upon, will be attached to and incorporate by reference to this Agreement. Licensee' s Executive Director ofFinance and Management Services Agency, or an authorized designee, shall have authority to establish SOWS with Laserfiche.
1. Laserfiche Professional Services Purchased
The following table identifies the Laserfiche VIP Professional Services Packs being purchased under the terms ofthis agreement.
VIP VIP Professional Services Pack (Up to 80 hours) 1 $ 12, 000. 00 $ 12, 000.00 through June 11 2015, for Clerk / City
VIP VIP Professional Services Pack (Up to 80 hours) . 5 $ 12, 000. 00 $ 6, 000. 00 through June 11, 2015, for Police Department
Total $ 18, 000.00
2. Laserfiche Professional Services Rates
Professional services engagements with an associated SOW of 40 hours or less may be funded by the VIP Professional Services Pack hours. When any Licensee VIP Professional Services Pack Hours bank is exhausted, Laserfiche will charge the following rates for professional services during the term of this Agreement.
Product Description Hourly Rate
Laserfiche Professional Services Rates _
Install Installation and configuration of Laserfiche related software $ 187.50 components
Training Onsite or Custom Training for all Laserfiche products except SDK Consult Requirements analysis, solution design, Quick Fields, Business Process, Workflow, security, design, configuration, consulting, documentation PM Project management
Program Level I: programming performed by LF PSG Engineer Level II: programming performed by LF Development Engineer Level III: programming performed by LF Server Architect Travel Travel to and from Licensee site
VIP VIP Professional Services Pack (Up to 80 hours).
Pre -paid bank of hours for use of installation, configuration, training, consulting, project management services and other implementation services.
Laserfiche Enterprise Software License and
Professional Services Agreement
187.50
187.50
187. 50
250.00
300. 00
375. 00
No Charge
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Schedule E — Description of Training of Licensee Personnel In order for users and administrators to establish baseline Laserfiche knowledge and skills, Laserfiche has developed online, self -paced Laserfiche Certified Professionals Program ( CPP) courses. The successful completion of these courses has contributed to high rates of user adoption and overall project success. Therefore, Laserfiche has provided recommendations for courses by role of project participant. The cost for each CPP course, per user, is $ 100. 00 with the exception ofECM 101 which is offered at no charge. A valid Laserfiche Support Site account is required to register for CPP courses. Licensee may optionally enroll its staff in any of these courses or new ones that Laserfiche makes available.
Laserfiche Certified Professionals Program (CPP) Courses Available System Administrators / IT App Analysts
Project Managers
Super Users
End Users
Application Developers
Laserfiche Specialist
Laserfiche Administrator I
Laserfiche Administrator 11
Repository Architect
Troubleshooting
ECM 101
Laserfiche Specialist
Repository Architect
Laserfiche Specialist
Capture I
Capture Workflow
Business Process Management
ECM 101
Laserfiche Specialist
Business Process Management
Laserfiche Integrator I
Capture II
Capture Workflow
Licensee personnel may also enroll and attend scheduled training sessions at Laserfiche' s offices in Long Beach, California, at Laserfiche' s published charges.
Licensee may also engage Laserfiche Professional Services for custom training per the SOW or Supplemental SOWS.
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Schedule F — LEAP Terms and Conditions
The following annual renewal costs have been detailed to align with the Laserfiche Rio Software components identified in Schedule A and the existing Laserfiche United software components currently licensed by Licensee' s Police Department. The VIP Professional Services Pack is shown in the schedule since its renewal term coincides with the LSAP term and would likely be included at the same with subsequent LSAP renewals.
Laserfiche Rio LSAP Initial Term (Clerk and PWA - " City" Laserfiche System) Laserfiche Software Assurance Plan & VIP Renewal
ENF02B LF Rio Named Full User w/ Forms LSAP 175 132.00 23, 100.00 PPM25B LF Pilot Public Portal License LSAP 1 5, 000.00 5, 000.00 EPFRMB LF Forms Portal Add -On LSAP 1 1, 599. 00 1, 599. 00 QC1B Quick Fields Core LSAP 4 1, 000. 00 4, 000. 00
QC6B QF Auto Stamp/ Redaction/ Bates Num. LSAP 3 100.00 300.00 SC05B LF ScanConnect 5- pack 1 132.00 132. 00
TKB Laserfiche SDK LSAP 1 750.00 750.00
LF Rio LSAP Total 34, 881. 00
VIP VIP Professional Services Pack (Up to 80 hours) 1 12, 000.00 12, 000. 00 LF Rio LSAP and VIP Service Total 46, 881. 00
Laserfiche United LSAP Renewal (Police Department Laserfiche System) Laserfiche Software Assurance Plan & VIP Renewal
97830UB WebLink LSAP 1 2, 029. 29 2, 029. 29
97840UB LF Plus Plug-in LSAP 1 2, 029. 29 2, 029. 29
97870UB LF Standard Audit -Trail LSAP 1 1, 901. 67 1, 901. 67 FB LF Full User LSAP 14 147.40 2, 063. 61
PMB LF E- mail Plug-in LSAP 64 0.00 0.00
PSB LF Snapshot LSAP 14 0.00 0.00
QF- 3B QF-Zone OCR LSAP 3 638. 14 1, 914.42
QF- 9B QF-Doc. Classification LSAP 1 1, 276. 28 1, 276.28 QFB Quick Fields LSAP 4 127.63 510. 51
RB LF Retrieval User LSAP 50 58. 97 2, 948.47
S413 LF Enterprise Server LSAP 1 5, 360. 38 5, 360.38
LF United LSAP Renewal Total 20,333. 92
VIP VIP Professional Services Pack (Up to 80 hours) 5 12, 000.00 6, 000. 00 LP United LSAP Renewal and VIP Service Total 26,033. 93 Laserfiche Enterprise Software License and
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Laserfiche® Software Assurance Plan (LSAP)
PLEASE TAKE THE TIME TO READ THE FOLLOWING TERMS AND CONDITIONS OF THE LASERFICHE SOFTWARE ASSURANCE PLAN ("LSAP") BY WHICH COMPULINK MANAGEMENT CENTER, INC., DBA LASERFICHE (" LASERFICHE") WILL PROVIDE
SERVICE, MAINTENANCE AND UPDATES TO LICENSEE FOR LASERFICHE SOFTWARE. THIS AGREEMENT IS BETWEEN LICENSEE ("YOU') AND LASERFICHE. BY ACCEPTANCE OF THE LSAP, YOU AGREE TO ACCEPT ALL OF ITS TERMS AND CONDITIONS AS DESCRIBED IN THIS AGREEMENT. HERE ARE THE DETAILS OF YOUR LASERFICHE SOFTWARE ASSURANCE PLAN:
Your Software. For purposes of this Agreement, the Laserfiche Software covered under this Agreement is described in Schedule A of this Agreement or on the Laserfiche Product Registration Card which accompanied your purchase.
What Your Laserfiche Software Assurance Plan Provides to You. Your Laserfiche Software Assurance Plan is designed to provide you with the software care and assistance you need to service and maintain your Laserfiche system and to provide you with the updates and fixes" needed to keep your Laserfiche Software up and running. To accomplish these goals, the Laserfiche Software Assurance Plan provides the following benefits:
Hotline support and assistance to help you solve software problems promptly.
Laserfiche technicians are trained to solve your problems by phone or email. By purchasing the Laserfiche Software Assurance Plan, you will be able to handle most, if not all, of the questions and any problems that may arise regarding operation of the software.
Feature enhancements to deliver increased productivity. From time to time, Laserfiche adds features and performance enhancements to an existing version of its software, which are known as " updates." Updates are enhancements to existing features, which are designed to improve performance and correct any problems discovered in the current version of your Laserfiche Software. LSAP subscribers receive all updates without charge. By way of example, under the LSAP there is no charge for an update of Laserfiche 8. 3 to Laserfiche 9. 0 or from Laserfiche 9.02 to Laserfiche 9. 1.
100% credit toward the purchase of new versions of Laserfiche. Laserfiche periodically publishes new product suites of its Software, which bundle new and exciting features not previously included in the subscriber' s existing product suite and make significant improvements in system design and architecture, all of which combine to improve performance and capability. Because of the many new features and performance enhancements, the new Laserfiche product suite may be priced higher than the subscriber' s existing one. If an LSAP subscriber Laserfiche Enterprise Software License and
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elects to replace its existing Laserfiche Software with a new Laserfiche product suite, the subscriber is entitled to credit 100% of the purchase price of its existing Laserfiche Software toward the purchase of the new Laserfiche product suite.
Examples of new product suites would include a subscriber' s transition from Laserfiche Team to Laserfiche Avante, or from Laserfiche Avante to Laserfiche Rio. Naturally, Laserfiche can only credit the price the LSAP subscriber actually paid for its current Laserfiche Software against the new product suite. Laserfiche does not credit the subscriber' s annual LSAP payments or other interim purchases it may have paid for installation, training, upgrades, ancillary programs, additional professional services and consulting. 24-hour FTP and web access to drivers and update files. LSAP subscribers receive free 24-hour FTP access to each new Laserfiche release, as well as updated drivers. By installing all updates and upgrades for your Laserfiche Software, you are assured the best possible performance. The Laserfiche Website also contains more support information and answers to frequently -asked questions.
Online Support Resources. Your staff receives access to the Laserfiche Support Site, where they'll find the detailed technical information that helps them optimize system performance and maximize uptime, as well as integrate your document repository with your organization' s other line -of -business applications.
The latest hotfixes, updates and patches. These critical items ensure that your Laserfiche system continues to operate at peak efficiency.
Laserfiche user education pro
ams. You will be updated regularly via our
website about our extensive array of user education programs, including Regional Training sessions closer to you. All Premium LSAP subscribers will be entitled to preferred pricing and priority seating when they attend our user education programs and our annual Laserfiche Institute Conference.
Monthly newsletters and technical updates to keep you current on the latest system and records developments. LSAP subscribers receive monthly newsletters and technical bulletins to keep you informed on how to maximize the benefits of your Laserfiche Software
Preventative maintenance with optional on -site support. We offer additional on - site service and support plans to provide routine maintenance visits. Depending on the complexity and sophistication of your entire hardware and software needs, we may suggest a scheduled preventative maintenance program to eliminate cumulative problems that would otherwise go unnoticed by everyday users. We Laserfiche Enterprise Software License and
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can also arrange for ongoing in-house training to improve the benefits of the Laserfiche system for current and new staff.
Laserfiche Will Provide the Assistance You Need. Laserfiche will provide you with a telephone number and email address to contact us whenever you need assistance with your Laserfiche Software. To better assist Laserfiche in serving you, we suggest you do the following:
Prepare for the call. You should be prepared to describe any hardware on which your Laserfiche Software is installed, including the manufacturer' s model numbers.
Explain your problem clearly. Let us know exactly what the error was; what you were doing immediately before the error occurred; whether by repeating the steps leading to the error, you encounter the same problem; the exact wording of any error message; and what efforts you have already taken to solve the problem.
Hours of support. The LSG Helpdesk is available Monday through Friday from 6 AM to 6 PM Pacific Time. Online chat support is available Sunday through Friday from 6 PM to 6 PM Pacific Time ( except between 2 AM and 6 AM).
Access to Laserfiche' s knowledgebase articles, software downloads and the support forum is available 24/ 7.
Service Levels. The LSG helpdesk guarantees a 4- hour response time, although more than 90% of calls are answered live and most issues are resolved on the first call. All support cases are logged in a case management system, assigned a unique case number and categorized according to severity and priority.
Customers are able to subscribe to cases so that they are kept abreast of all work being done. The escalation path for support cases is LSG Helpdesk -> PSG Technical Engineer (the engineer who originally worked on the project) -> Laserfiche Technical Support -> Laserfiche QA -> Laserfiche Development.
There is a dedicated escalation team that manages cases through the escalation process and tracks all communications with the subscriber.
Billable Services. Any services provided that are not covered under LSAP will be billable either through consumption of VIP Professional Service hours, if any, or at the professional services rates specified under the terms of this Agreement.
LSAP Term and Renewal. The LSAP for Laserfiche Software Licenses Purchased in Schedule A commences on the Delivery ofSoftware and continues through June 11, 2015. The LSAP for existing Laserfiche United Software used by Licensee' s Police Department will commence on June 12, 2014, and continue through June 11, 2015. The annual LSAP coverage period is June 12 — June 11 ( one year term), and the renewal date is June 12 annually.
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Laserfiche believes that LSAP is an essential component of Licensee' s system, and that LSAP offers real value to Licensee. Consequently, Laserfiche urges Licensee to renew its LSAP annually.
Laserfiche will provide Licensee LSAP billing information for each upcoming renewal period at least 30 days in advance of the LSAP expiration date for that year. Laserfiche will not increase its LSAP fees during the first three ( 3) LSAP terms. Thereafter, Laserfiche shall not increase its LSAP fees by more than the rate of the United States Consumer Price Index (CPI) as published by the United States Department of Labor, Bureau of Labor Statistics littD:// www.bls.goy/ cpi), over its previous year's fees. Licensee will have the option to renew or cancel the LSAP effective as of each annual renewal date.
You may transfer your Laserfiche Software Assurance Plan. You are entitled to transfer your LSAP to someone who purchases the computer hardware on which your entire Laserfiche Software is installed, provided that you strictly comply with all the conditions of this paragraph.
To do so, you must notify us, in writing, of the name, address and telephone number of the proposed transferee. We will give you further information regarding how to give notice of transfer if you later seek to do so. In case of transfer of the LSAP, your transferee will be subject to all of the terms and conditions of this Agreement. However, please note that, if your transferee is outside of our service coverage, Laserfiche may charge a fee to provide ifremote service responses are not available. Ifthere is no authorized Laserfiche technician in the immediate vicinity of your transferee' s place of business, Laserfiche may, in its sole and absolute discretion, refuse to authorize the transfer. No transfer will be valid unless approved by Laserfiche in writing.
LIMITED WARRANTY; DISCLAIMER. THIS AGREEMENT IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE OBLIGATIONS OF LASERFICHE UNDER
THE LASERFICHE SOFTWARE ASSURANCE PLAN, AND SUPERSEDES ALL
OTHER REPRESENTATIONS, WARRANTIES, GUARANTIES AND PROMISES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. LASERFICHE
DOES NOT WARRANT THE ERROR -FREE OPERATION OF LASERFICHE SOFTWARE. EXCEPT AS EXPRESSLY STATED ABOVE, LASERFICHE
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND SERVICES.
LIMITATION OF LIABILITY AND DAMAGES. THE LIABILITY OF LASERFICHE
AND ITS EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, SUPPLIERS AND RESELLERS (COLLECTIVELY, "REPRESENTATIVES") FOR ANY DAMAGES
OR INJURIES SUFFERED BY YOU, WHETHER BASED ON A BREACH OF
CONTRACT, BREACH OF WARRANTY, CLAIM OF NEGLIGENCE,
MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR Laserfiche Enterprise Software License and
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EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO LASERFICHE FOR THIS LSAP. UNDER NO CIRCUMSTANCES SHALL
LASERFICHE OR ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD
PARTIES FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSSES FROM BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR ANY OTHER
PECUNIARY LOSS), REGARDLESS OF WHETHER LASERFICHE OR ITS REPRESENTATIVES HAVE BEEN WARNED OF SUCH DAMAGES OR CLAIMS. NO
ACTION MAY BE BROUGHT AGAINST LASERFICHE OR ITS REPRESENTATIVES
UNDER THIS LICENSE AGREEMENT MORE THAN ONE YEAR AFTER YOU
KNEW OR SHOULD HAVE KNOWN OF THE FACTS WHICH GAVE RISE TO THE CAUSE OF ACTION.
The limitations of damages or liability set forth in this Agreement are fundamental elements of the basis of the bargain between Laserfiche and you. You acknowledge and agree that Laserfiche would not be able to provide this product on an economic basis without such limitations.
OTHER TERMS AND CONDITIONS.
Scope ofAgreement. If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision shall be severed from this Agreement and will not affect the validity and enforceability of any of its remaining provisions. This Agreement does not limit any rights that Laserfiche may have under trade secret, copyright, patent or other laws. Laserfiche' s resellers, dealers and distributors are not authorized to modify this Agreement, or to make any additional representations, commitments, or warranties binding on Laserfiche.
Limitation on Scope of Benefits. This Agreement extends only to original purchasers ofthe LSAP and to any transferee authorized by Laserfiche and who has complied with all transfer requirements of this Agreement. This Agreement extends only to the uses for which the Laserfiche Software was designed. Preventive maintenance is not included. Installation, deinstallation, or relocation services and operating supplies are not included. Services necessitated by alterations, additions or deletions, adjustments, or repairs by anyone other than Laserfiche or its authorized Representatives, and services which are necessary due to defects or problems in your hardware on non-Laserfiche Software specifically excluded. Laserfiche is not obligated to service or repair any system or component which has been damaged as a result of:
i) accident, misuse, neglect, failure to follow instructions for proper use, care or cleaning of your hardware or Laserfiche Software, ( ii) an act of God such as, but not limited to, lightning, flooding, tornado, earthquakes, and hurricanes, ( iii) failure due to an external factor (fire, flood, failures or fluctuations of electrical power or air conditioning), (iv) abuse or excessive wear and tear, (v) the loading of software, software configurations or any data files, worms or viruses which may corrupt your Laserfiche Software, or (vi) the moving of your system from one geographic location to another or from one purchaser or entity to another.
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Assignment. Laserfiche reserves the right to assign its obligations to perform the terms and conditions of this Agreement to a qualified third party designated by Laserfiche. In that event, you agree to look solely to Laserfiche' s designee for performance of Laserfiche' s obligations under this Agreement.
Exclusive Agreement. This Agreement contains the sole and exclusive agreement between you and Laserfiche relating to its subject matter. It shall not be modified or amended in any way by any purchase order or other document issued by you, but may be amended only by a writing signed by both you and Laserfiche and specifically referring to it.
Additional Services. With regard to any services that are not within the scope of services under this Agreement, it will be within Laserfiche's discretion whether to perform the services, and, if Laserfiche elects to perform the services, the services will be subject to an additional charge to be paid by you.
Important Notice. Before requesting services, it is your responsibility to back up the software and data on your system' s hard disk drive and on any other storage device( s) in the system.
Under no circumstances shall Laserfiche be responsible for any loss of any software or data.
Force Majeure. Laserfiche is not liable for any failure or delay in performance due to any cause beyond its control. In any event, if Laserfiche' s ability to render repair services is impaired by you or circumstances beyond Laserfiche' s control, Laserfiche may terminate this Agreement.
Law: Jurisdiction. This Agreement will be governed and construed by the laws of the State of California. The headings are for convenience only and are not to be used to interpret this Agreement. All disputes between you and Laserfiche shall be litigated in the state and federal courts located in Los Angeles County, California; and you consent to jurisdiction ofthe courts located in the State of California over all disputes between you and Laserfiche.
Contact Us. Should you have any questions concerning this Agreement, or if you desire to contact Laserfiche for any reason, please write: Laserfiche, 3545 Long Beach Blvd., Long Beach, CA 90807, U.S.A.
2014 Laserfiche
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Schedule G — Accuflex Scanning Services
Licensee wishes to engage scanning services to scan of some of Licensee' s records into Licensee' s Laserfiche system( s) on an " as needed" basis. Laserfiche will provide Licensee scanning services under the terms of this Agreement through Laserfiche's affiliate, Accuflex Accuflex").
Accuflex is qualified and experienced in providing scanning services for Laserfiche Software systems. Accuflex has been an affiliate of Laserfiche and has been providing scanning and document conversion services since 1992. Accuflex staff has experience in high -volume scanning, document merging, indexing, importing images, exporting images, performing quality control, prep -work and post: scanning processes. Accuflex is capable of scanning Licensee's documents which include multiple types of media and sizes including letter, legal, and miscellaneous size paper documents, engineering drawings up to E size, microfilm, and microfiche (" Documents").
1. Process Overview
The process for Licensee to engage Accuflex' s scanning service is described below. It serves as a guide but can be reasonably modified as agreeable by Licensee and Accuflex.
Licensee will prepare batch(es) of documents, drawings, microfilm rolls, and / or microfiche sheets to be scanned by Accuflex. Licensee will notify Accuflex that batch(es) are ready for scanning and will coordinate with Accuflex for either pick up at Licensee' s offices in Santa Ana, California, or delivery to Accuflex at their office in Long Beach, California.
As part of the batch preparation, Licensee will prepare a Batch Control Sheet for each batch. The Batch Control Sheet will identify the following information about each batch.
Field Description
Batch ID A unique identifier assigned by Licensee that identifies the batch. The Format is YYYYMMDDa where " YYYMMDD" is the batch creation date and " a" is an alpha sequence suffix ensuring uniqueness in the event of multiple batches for the same day or it could identify the type of documents.
Document Type The type of documents in the batch (i. e.: Drawings, Microfilm, Microfiche, etc.).
Index Template The name of the Laserfiche indexing template to be used.
Item Count The number of items (pages, sheets, or rolls) in the batch.
Special Instructions Any special instructions for scanning, indexing, or filing.
Pick LJ2 Info
Date The date that Accuflex picked up the batch.
Signature City The signature of the Licensee representative providing the batch to Laserfiche Enterprise Software License and
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Accuflex.
Signature Accuflex The signature of the Accuflex representative picking up the batch from Licensee.
Return Info
Date The date that Accuflex returned the batch.
Signature City The signature of the Licensee representative receiving the batch from Accuflex.
Signature Accuflex The signature of the Accuflex representative delivering the batch to Licensee.
Licensee and Accuflex will each keep a copy of each the batch cover sheet for each pickup / delivery.
Accuflex will pre-process (if any), scan, index, quality -check, export in Laserfiche format (e. g.:
Exported Laserfiche Briefcase or Volume), and copy / burn to portable media ( e. g.: USB drive, memory card, or DVD) or load to a secured FTP site the batch(es) of documents, drawings, microfilm rolls, and / or microfiche sheets per the requirements specified herein.
Accuflex will notify Licensee of completion of the scanning and coordinate with Licensee the return of the batch( es) and delivery of the portable media of the scanned images or make those scanned images available on a secured FTP site.
2. Document Preparation
Accuflex will perform the tasks necessary to prepare Documents for scanning such as removal of staples, fasteners, clips, sorting of double -sided, single -sided, and mixed -size documents, etc.
3. Scanning
Accuflex will perform scanning of documents at Accuflex's location in Long Beach using Accuflex's scanning equipment. Accuflex will set up and scan into a Laserfiche environment that mimics Licensee' s Laserfiche structure ( e. g.: index template, folders, etc.). Documents should be scanned straight, without skew, and with acceptable image quality.
4. Quality Control
After Accuflex scans and indexes Licensee' s Documents, Accuflex will review the images and metadata for quality and accuracy. Accuflex should compare the scanned images with the physical Document( s) when necessary for the following.
1. Images should be as readable as the original Documents
2. Index field values should be accurate
3. Document names should be accurate
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4. Folder and sub -folder names should be accurate
5. There should not be any missing pages
6. The page sequence should be correct
7. Pages should not be skewed by more than 2%
8. Page orientation should be correct
Accuflex will re -scan and / or re -index Documents that require correction prior to delivery to Licensee. If scan and / or index quality is unacceptable ( based on comparison of the original and scanned image and any specific instructions verbal or written by the Licensee) after delivery to Licensee, Accuflex will, at the option of Licensee, re -scan and / or re -index the unacceptable scanned Document( s) at no charge.
5. Document Turn -Around
Licensee and Accuflex will coordinate batch sizes, so the scanning turn -around time will be around 1 — 3 weeks. Longer turn -around time is acceptable if agreed upon by Licensee.
6. Access to Licensee Documents at Accuflex
Licensee may need to access Document(s) that are at Accuflex's office for scanning. In such a case, Licensee will make a request to Accuflex by calling or emailing [email protected] requesting that Accuflex make available the desired Document( s) electronically (e. g.: via email, FTP, or website). If Licensee identifies the request as urgent, Accuflex will make an earnest effort to make available the Document(s) electronically within 4 business hours; otherwise, Accuflex will make available the Document(s) electronically within 1 business day. Ifthe Document request is too large to make it electronically available, the Licensee is able to pick up the physical files from Accuflex' s Long Beach location or Accuflex will deliver requested files to Licensee ( additional Pickup/Drop Off fees will apply).
7. Laserfiche System Version Compatibility
The exported scanned images provided by Accuflex to Licensee should be compatible with the version of Licensee's Laserfiche system in which it will be imported. Below is a list of Licensee' s current Laserfiche systems versions.
Clerk (used for Fire Records) 9. 0. 2
PWA 8. 2. 1
PD 8. 1. 2
Licensee expects to upgrade some of its Laserfiche systems. Licensee will notify Accuflex of Licensee' s Laserfiche system versions and folder structure and template changes for which the Accuflex scanning service is being used.
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8. Confidentiality
Documents provided by Licensee will be considered confidential. Only authorized Accuflex personnel required for scanning / conversion will have access to records provided by Licensee, and the purpose for such access will be solely for scanning / conversion.
9. Fire Records Microfilm and Microfiche Scanning Requirements Licensee is required to maintain the former Santa Ana Fire Department ( SAFD) records that meet Licensee' s retention policy prior to April, 2012, when SAFD was outsourced to the Orange County Fire Authority (OCFA) (" Fire Records"). A number of these records are stored on microfilm and microfiche media. Licensee wishes to engage the scanning services ofAccuflex to scan these Fire Records into Licensee's Laserfiche system. The requirements stated herein are based on meetings between Licensee and Accuflex and sample microfilm rolls and microfiche sheets provided by Licensee to Accuflex.
A. Scan Settings.
Accuflex will scan the images at 200 dots per inch (DPI) resolution unless Licensee requests another setting.
Licensee prefers the images be scanned in Black and White (B& W) format but Grayscale should be used if necessary to attain acceptable quality for readability. Accuflex will make this determination by reviewing the quality of the images.
B. Indexing.
A Laserfiche Index Template named " Fire" will be used for Fire Records with its Field structure defined below ( subject to change). Not all fields will be used for all document types.
Field Tyne
Document Type List 20 List Values: Incident Reports, Property Info, HAZMAT / UST Street Number Char 20
Direction List 2 List Values: N, S, E, W
Street Name Char 40
Street Suffix List 4 List Values below
Unit/Suite # Char 8
Date Date
Date Range Char 21
Street Suffix List Values
The following abbreviations should be used for Street Suffix Field Values and in Document Names where applicable. The list is available in the Street Suffix field List drop -down.
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Ave
Blvd
Cir
Ct
Dr
G1
Lk
Ln
P1
Plz
Rd
St
Way
C. Type Case.
Metadata entry (indexing and document names) should be in mixed case where the first letter of each word is capitalized and the remaining letters are in lower case.
D. Microfilm Rolls.
Each microfilm roll is in a box and generally includes SAFD incident report documents in date sequence for a date range, usually 6 months.
Document Name - Each roll will be scanned and stored as one document, using the following naming convention from information identified on the roll label:
Date Range> Incident Reports
Use YYYYMMDD — YYYYDDMM format for the Date Range.
Example: 19740101 — 19740630 Incident Reports
Also there may be some rolls that are labeled with 'Dispatchers Report of Alarms" or similar (typically 1 or 2 per year). The following naming convention should be used for those.
Year, Date, or Date Range> Incident Reports Dispatchers Report Example: 1974 Incident Reports Dispatchers Report
Folder Structure — A top-level " Fire" folder will be created which will contain an Incident Reports" sub -folder which will contain ten year range sub -folders. Documents will be placed in the ten year range sub -folders according to the year of the document.
The folder structure will look as follows:
Fire
Incident Reports
1960 — 1969
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1970 — 1979
1980 —1989
1990 — 1999
2000 — 2009
Indexing — The " Fire" index template will be used with the following fields populated.
Field Value
Document Type Incident Reports
Date Range the date range from the roll label, i. e.: O1/ 01/ 1969- 06/ 30/ 1969 Microfiche Sheets.
Microfiche sheets contain property address -related documents.
One or more microfiche sheets are stored in a jacket ( envelop) for each property address in the City of Santa Ana.
When a microfiche jacket contains more than one fiche sheet, they will be scanned in the order they appear in the jacket as one multi -page document.
Page removal
e Accuflex will not include certain unique pages that meet criteria provided by Licensee established during the sample test scans).
Document Name - Each set of sheets per property address will be scanned and stored as one document, using the following naming convention from information identified on the jacket:
Address> ( i. e.: 3100 W Adams St)
The Street Suffix should be included in the address for the Document Name. No periods in the Direction or Street Suffix. See the Street Suffix List Values section for standard street suffix abbreviations.
Folder Structure — A top- level " Fire" folder will be created which will contain a " Property Information" sub -folder which will contain number and alphabet sub -folders for the beginning of the street name from the fiche jacket. The folder structure will look as follows:
Fire
Property Address
O1
02 21
A
B
7,
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Indexing — The " Fire" index template will be used with the following fields populated.
Field Value
Document Type Property Info
Street Number Address Number
Direction Street Direction ifIndicated (List Values: N, S, E, W) Street Name Street Name
Street Suffix Street Suffix ifIndicated (See Street Suffix List Values section) Unit/Suite # Unit or Suite # ifIndicated
10. PWA and Other Scanning Requirements
Licensee wishes to engage the scanning services ofAccuflex to scan Public Works Agency PWA) and other Licensee department paper records into Licensee' s Laserfiche system. In addition to letter and legal size documents, PWA works with and stores engineering drawings up to E size.
A. Scan Settings.
i. Drawings.
The quality of drawing images scanned is very important because PWA is planning to destroy the originals. The images will be relied upon for engineering accuracy. Everything legible in the original document should also be legible in the image. In addition to quality, performance and storage capacity are considerations as well but not as important as quality.
Below is the preferred resolution and bit -depth settings for PWA drawings. Accuflex will use its discretion on adjusting these and other scan settings as necessary for each image to reach acceptable quality.
Drawing Type Resolution Bit -Depth
Drawings Hard -copy — Mylar and Good Quality Mono -tone Print 400 dpi Black & White Drawings Hard -copy — Halftones, Shading, or Poor Quality 200 dpi Grayscale Drawings Hard -copy — Color 200 dpi Color
Drawings Aperture Cards ( microfilm) — Good Quality Simple 200 dpi Grayscale Mono -tone images
400 B& W may be acceptable; however, aperture card quality cannot be ascertained w/o looking at it in a reader, so the conservative approach is to scan 200 gayscale
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Drawings Aperture Cards ( microfilm) - Halftones, Shading, 200 dpi Grayscale Complicated or Poor Quality images
ii. Business Size Documents.
PWA and Licensee' s other departments work with business size documents up to 11" x 17". The quality of non -drawing document images scanned is also important. These will be retrieved and read by users. Originals may be destroyed after the images are loaded into the system. The document images need to be clearly legible.
Below is the preferred resolution and bit -depth settings for business size documents.
Accuflex will use its discretion on adjusting these and other scan settings as necessary for each image to reach acceptable quality.
Document Type Resolution Bit -Depth
Business -size documents 200 dpi Black & White
Business -size documents with Shading (i.e.: Charts) 200 dpi Grayscale/ color* Subject to approval by Licensee.
B. Other Drawing Specifics
Image Area: Drawing sizes will be up to "E" size ( Engineering or Architectural). Ifthe drawing includes a hangtag, it should be included in the scanned image.
Document Separation: Drawings (aka: Drawing Set) are composed of one or more sheets pages). Each drawing has a unique drawing number. Its drawing number and page number on its hangtag identifies each page in a drawing. The page numbers in the hangtag should be used to identify when a document ends and when a new one begins. Note: the page numbers in the lower right title block of the drawing may not be accurate.
C. Indexing - General.
Accuflex will use information associated with the document to populate a set of index template fields, name the document, and file the document in a folder in the Laserfiche system.
Licensee will provide instructions on where to find the information associated with each document for this purpose. Documents may contain 1 or more pages.
The number of characters included (allotted) for indexing in the standard rate is up to 10 per page averaged over the total number of pages scanned during the batch. For example, if each Laserfiche Enterprise Software License and
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document being scanned in the batch contains exactly 5 pages, 50 characters of indexing would be included. Ifthe documents being scanned contain a variable number of pages, then the total pages scanned divided by 10 would determine the allotted indexing characters included for the batch. Selection of values from a drop -down list is counted as 1 character. Accuflex will keep track of the index characters used and may charge a per -character surcharge for characters entered over the allotment for the batch.
The following do not count towards the allotment of indexing characters.
Document Name
Folder Name creation ( as necessary)
The selection of Document Scan Volume
The selection of other scan and image processing Settings Automated population of fields (i.e.: zone -OCR, lookup from an outside data source, etc.) D. PWA Drawings Indexing.
PWA Drawings will be indexed using the Drawings Template containing the following fields.
Field Data Type Description
Drawing No Char ( 10) Drawing number assigned by PWA Central Files. This number is on the drawing hangtag. E. g.: TS1- 001. The second set of numbers should be at least 3 digits (it should be zero -pre -filled if necessary).
Project No Char (50) Project number(s), if any, that the drawing is associated with. If there are multiple they will be delimited with a semicolon ("•").
Ifthere is a project number, it will appear in the hangtag and/ or the title block or surrounding area. It will start with a " PR" prefix. E.g.: PR1440A
Year Char (4) The year of the drawing. Ifthere is more than one date, the most recent one in the signature block should be used.
Cabinet No Char (4) Cabinet number in which the hard copy drawing is / was stored in. This will be found in the PlanLog or Master Plan Log Access database.
Drawing Number Convention
Sequence
Type
Numbering
Convention
Description
of Drawings Approval Years
I 1- XXX-XX Street Improvements, including utilities 1931 thru 2005 Lamfiche Enterprise Software License and
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Sequence
Type
Numbering
Convention
Description
of Drawings A royal Years
2 AD_XXX Street Improvements, including utilities 1921 thru 1982 3 CH_1- XXX Signing and Striping 1995 thru 2003
4 F-XXXXX Facilities & Structures 2004 thru2005 5
FF- XXXXX Fire Stations 2002 6
FX- XXXXX Parks and Schools 2002 thru 2005 7
FP- XXXXX Parlc nLots 2006 8
FR- XXXXX Regional Transportation Center 2006 9
HF_ XX- XX Street Improvements, including utilities 1921 thru 1995 10 R- XXXXX Street Improvements 2002 thm 2006 11
RB- XXXXX Bike Trail 2005 12
RL- XXXXX Street Lighting 2006 13
RS- XXXXX Storm Drains & Catch Basins 2004 thm 2005 14
S- XXXXX Sewer Improvements 2002 thru 2005 15
SS- XXX Sewer Improvements 1956 thru 2004 16
TC- XXXXX Traffic Control Plans 2003 THRU 2005 17
TH- XXXXX Signing & Striping 2003 thru 2006 18
TR_ XXXXX Street Improvements by designated Tracts 1919 thru 1990 19 TS- XXXXX Traffic Signal Improvements 2003 thru2006 20 TS_ 1- XXX Traffic Signal Improvements 1995 thru 2003 21 TSC_ X- XXX Traffic Signal Cabinet Drawings 2003 thr 2005 22UXXXXX Utilities Sewer & Water) 2005 23 WXXX Water Improvements 1934 thru 2006 24WXXXXX Water Improvements 2003 thru 2005 Seq Numbering Convention
T
Explanation
e
Sequence I
begins with the number 1, followed by adash, then a 3digit number, followed by a2 digit number. 11-
XXX- XX Number the image as per the inventory sheet, adding 0'sin both the middle and final segments when appropriate. For example,
ifcard reads 1-2-9, number the image as1-002- 09. 2 AD
XXX Sequence 2 begins with the capital letters AD, followed by aspace, and then a3digit number. Again, add 0's
in the last se ment when necessary. Exam le, AD 330 3 CH 1- XXX Sequence 3 begins with the capital letters CH, followed byaspace, the number 1, and then a 3 digit number. Again, add
0'sin the final position when necessa . Exam le, CH 1- 001 4 FXXXXX Sequence 4 begins with the capital letter F, followed by adash, and then a5digit number. Example, F-05001 5 FFXXXXX Sequence 5begins with the capital letters FF, followed by adash, and then a5digit number. Example, FF-04032 6 FXXXXXX Sequence 5begins with the capital letters FX, followed by adash, and then a5digit number. 7 FPXXXXX Sequence 7begins with the capital letters FP, followed by adash, and then a5digit number. 8 FRXXXXX Sequence 8begins with the capital letters FR, followed byadash, and then a5digit Laserfaehe Enterprise Software License and Professional Services
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Seq Numbering
Type Convention Explanation
number.
9 HF_XX-XX Sequence 9 begins with the capital letters HF, followed by a space, and2 digit number, and then another 2 digit
number. Add 0' s were appropriate See Invento List Example, HF 01- 02 10 R-XXXXX Sequence 10 begins with the capital letter R, followed by a dash, and then a 5 digit number.
11 RB-XXXXX Sequence 11 begins with the capital letter RB, followed by a dash, and then a 5 digit number.
12 RL-XXXXX Sequence 12 begins with the capital letters RL, followed by a dash, and then a 5 digit number.
13 RS- XXXXX Sequence 13 begins with the capital letters RS, followed by a dash, and then a 5 digit number.
14 S- XXXXX Sequence 14 begins with the capital letter S, followed by a dash, and then a 5 digit number.
15 SS- XXX Sequence 15 begins with the letters SS, followed by a dash, and a 3 digit number. Add 0' s where appropriate.
16 TC-XXXXX Sequence 16 begins with the letters TC, followed by a dash, and then a 5 digit number. 17 TH-XXXXX Sequence 17 begins with the capital letters TH, followed by a dash, and then a 5 digit number.
18 TR_XXXXX Sequence 18 begins with the capital letters TR, followed by a space, and then a 5 digit number.
19 TS- XXXXX Sequence 19 begins with the capital letters TS, followed by a dash, and then a 5 digit number.
20 TS_ 1- XXX, Sequence 20 begins with the capital letters TS, followed by a space, followed by the number 1, a dash, and then a
3 digit number. Add 0' s in the last " segment" when appropriate. Exam le, TS 1- 023 21 TSC_X-XXX Sequence 21 begins with the capital letters TSC, followed by a space, followed by a 1 digit number, followed by a
dash and then a 3 digit number. Add 0' s in the last " segment" when appropriate.
Example, TSC 1- 102
22 U-XXXXX Sequence 22 begins with the capital letter U, followed by a dash, and then a 5 digit number.
23 W-XXX Sequence 23 begins with the capital letter W, followed by a dash, and then a 3 digit number. Add 0' s when appropriate.
24 W-XXXXX Sequence 24 begins with the capital letter W, followed by a dash, and then a 5 digit number.
E. PWA Drawings Document Naming.
PWA Drawing documents will be named by their Drawing Number which is found in the hangtag of the drawing.
Example: TH- 05034
F. Other Documents Indexing, Naming, and Folders.
The template fields, document naming, and folder requirements will be provided for other Laserfiche Enterprise Software License and
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documents to be scanned.
G. Scan Folder Structure.
Documents scanned by Accuflex should be scanned into the following folder structure:
Scan\Accuflex To Be Reviewed\Batch <batch number>
PWA will reviewed scanned documents in this folder and move them to the permanent folder once the quality has been verified.
11. Price Schedule
Laserfiche will bill Licensee for actual items scanned by Accuflex using the following price schedule.
A. Microfilm Rolls.
Service Unit Black & White
Cost
Grayscale
Cost
16mm rolls containing less than 2, 000 images Roll 50 65 16mm rolls containing 2, 001- 4,000 images Roll 75 90
16mm rolls containing more than 4,000 images Roll 100 115 Microfilm Scanner Setup/ Cleaning of the rolls (if
required)
50 per setup 50 per setup
B. Microfiche Sheets.
Service Unit Black & White
Cost
Grayscale
Cost
16mm Image 0. 07 0.10
35mm Image 0.085 0. 115
C. Paper Documents and Drawings (Black & White or Grayscale).
Type of Document Unit Cost
Documents up to and including 11" x 17" Page 08
Large Format Documents - up to E Size ( 36" x 48") Black and Sheet 1. 35 White
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Large Format Documents - up to E Size ( 36" x 48") Grayscale Sheet 1. 45 Large Format Documents - up to E Size ( 36" x 48") Color Sheet 1. 55 Aperture Cards Frame 49
Indexing Surcharge when exceeding 10 characters / page
averaged over the total engagement pages
Character 008
D. Additional Fees.
Service Fee
Document Naming & Indexing (per requirements) No Charge Exporting as a Laserfiche Briefcase/ volume No Charge
Making Exported Briefcase / Volume Available on a Secure Laserfiche FTP Site for Downloading
No Charge
Media Copy / Burning ( e. g.: USB Drive, Memory Card, DVD) 30 per disk Document Pickup / Drop off (round trip from Accuflex to Licensee' s office) 60 per trip Laserfiche Enterprise Software License and
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Client#: 1258425 305COMPUMGM
ACORDTM CERTIFICATE OF LIABILITY INSURANCE
DATE( MMm wy)
2/ 14/2014
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 CONSTITUT,. A CONTRA BETWEEN THE ISSUING INSURER(5), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERS"jP,( A1`E-HI5LRER, i,.,- i•%+ 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 Pz may require an endorse4rtept. Astatement onthis certificate does not confer rights tothe I. -'. certificate holder inlieu of such endorsement(s). I °, PRODUCER (_, ,.. , I'- Aide Radilla BB&
T Insurance Services PHONE 714 578-7050 FAX 877 297-9245 INC, No, Est : AIC Ne of Orange County ADDRESS: aradilla@bbandt. com680
Langsdorf Drive Suite 100 Fullerton,
CA 92831 INSURER(
S)AFFORDING COVERAGE NAIC# INSURERA:
Atlantic Specialty Insurance Cc 27154 INSURED
Compulink
Mgm4 Center Inc INSURER
B: dba
Laserfiche NSURER
C : 3545
N. Long Beach Blvd. #110 INSURER
D: Long
Beach, CA 90807 INSURER
E: 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.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE
MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BYTHE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE ASR MID POLICY NUMBER MMIDIDIYI' EYVY MMIDI[ YYYY LIMITS A GENERAL LIABILITY 7110103310007 2/ 13/ 2014 02/13/ 201 EACH OCTCURRRRENCE 1 D66, 006 X
COMMERCIAL GENERAL LIABILITY CLAIMS -
MADE ®OCCUR PREMISES
Ee occurrence 1, 000000 MED
EXP(Any one person) 10, 000 PERSONAL &
ADV INJURY 1, 000, 000 GENERAL
AGGREGATE 2, 000, 000 GEN'
LAGGREGATE LIMITAPPLIEBPER: PRODUCTS - COMPIOP AGO 2, 000, 000 POLICY
PRO LOC JECT A
AUTOMOBILE LIABILITY 7110103310007 2113/ 2014 02I13/ 201 COMBINED SINGLE 1,LIMIT Eaeccident 000, 000 BODILY IANY INJURY Fr,parson) AUTO
ALLOWNED SCHEDULED AUTOS
AUTOSBODILY
AlITOG X NON -
HIRED
INJURY( OWNED AUTOS
Peracddent) PROPERTVDAMAGE
Per
accidentA
X UMBRELLA LIAB X OCCUR 7110103310007 2/ 13/ 2014 02/13/ 201E EACH OCCURRENCE 20, 000 000 AGGREGATE 20OOO OOO EXCESS LAB CLAIMS -MADE CED RETENTION$
A WORKERS
COMPENSATION AND EMPLOYERS'
LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE
OFFICERIMEMBER NEXCLUDED?
NIA 4060200720006 1/
01/ 2014 01/ 01/201 X WCSTATU- OTH- LI AI
E. L.
EACH ACCIDENT 1000000E, LDISEASENH) If yes, EAEMPLOYEE 1,000, 000 Mandatory In describe under DESCRIPTION OF
OPERATIONS below E.L. DISEASE, POLICY LIMIT 1$1, 000 A Technology 7110103310007 2/ 13/ 2014 02/13/201 Limit: $5, 000, 000 E & O Ded. $ 50, 000 Retro Date:
02/13/ 2004 DESCRIPTION OF
OPERATIONS/ LOCATIONS VEHICLES (Attach ACORD 101, Additional Remarks Schedule, ifmore space ism u' arl Evidence of Insurance. ovl;D
T l~atz Jose San
alS for
Assistant City - City of
Santa Ana 20 Civic
Center Plaza M-42 Santa Ana,
CA92701 SHOULD ANY
OFTHE ABOVE DESCRIBED POLICIES BECANCELLED BEFORE THEEXPIRATION
DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE
Ajz1988-
2010
ACORD CORPORATION. Allrights reserved. ACORD 25 (
2010105) 1 of 1 811863142/ M11863111 TheACORD
name and logo are registered marksofACORD AFRAID City Council 37 – 63 6/6/2023 Client#: 1258425
A- Z- OILI - Ii
305COMPUMGM
ACORD,. CERTIFICATE OF LIABILITY INSURANCE D2123/
V)
2/ 23/2015
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
BB& T Insurance Services
of Orange County
2400 Katella Avenue Ste 1100
Anaheim, CA 92806
NAONMEA C Aide Radilla
PHONE
AIC No Ezt: (714 941. 2850 A/C No 877 297-9245
ADDRESS: [email protected]
COVERAGE
ISpecialty NAIC H
InsuraRDINGnce INSURER A: Atlantic Specialty Insurance Co 27154
INSURED
Compulink Mgmt Center Inc
dba Laserfiche
INSURER B
INSURER C
3545 N. Long Beach Blvd. #110
Long Beach, CA 90807
INSURER O:
INSURER E:
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. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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.
HER
TYPE OF INSURANCE
ADDLSUSR
NSR WVD POLICY NUMBER POLICYEFF MMIDIDIYYEYYV LIMITS
A GENERAL LIABILITY X 7110103310008 02/13/ 2015 02/ 1312016 EACHOCCURRENCE$ 1 000, 000 X
COMMERCIAL GENERAL LIABILITY CLAIMS
MAOE 15 OCCUR PREMISES
Ea occurrence 1, 000, 000 MED
EXP (Any one person) 1 O 000 PERSONAL &
ACV
2,
INJURY 1, 000, 000 GENERALAGGREGATE
000, 000 AGGREGATE
LIMIT APPLIES PER: PRODUCTS - COMP/ OPAGG 2, 000, 000 IT
POLICYJECT LED A
AUTOMOBILE LIABILITY 7110103310008 02/ 13/ 2015 02/13/ 20A COMB OBNEDSINGLELIMIT rt1, 000, 000 BODI ANYAUTO ALL LYINJURY(Perperson) X
OWNED SCHEDULED AUTOS
AUTOS X
HIRED AUTOS X NON - BODILY OWNED AUTOS
INJURY (Per accident) PROPERTY
DAMAGE Per
accidentA
UMBRELLA LIABX OCCUR 7110103310008 02/ 13/ 2015 02/13/ 201 EACH OCCURRENCE 20 000 000 AGGREGATE 20OOO OOO EXCESS LIAB CLAIMS -MADE RETENTIONS xi
WORKERS A
COMPENSATION4060200720009 AND EMPLOYERS'
LIABILITY ANY PROPRIETORPARTNERIEXECUTIVEY/ N OFFICERMEMBER EXCLUDED? Mandatory in NH) NIA 01/
01/
2015 01/ 01/2016 X TCVTLMT ORH- E, L,
EACH ACCIDENT 1$1, 000 E. L.
DISEASE - EA EMPLOYEE 1,0005000 IIdescribe under
OFbelow OPERATIONS E.L. DISEASE - POLICY LIMIT 1,000,000 A Technology 7110103310008 02113/ 2015 02/ 13/201 Limit:$5,000, 000 E & O Ded.$
50, 000 Retro Date: 02/
I
13/2004 DESCRIPTION OF OPERATIONS
LOCATIONS VEHICLES ( Attach ACORD 101, Additional Remarks Schedule, ifmore space Is required) RE: Contract agreement with insured. Certificate holder is
included as Additional Insured, as respects to General Liability, as required by written contract, perform # VCG207 attached. THIS CERTIFICATE SUPERSEDES &
REPLACES THE CERTIFICATE PREVIOUSLY ISSUED ON2116115. Cityof Santa Ana
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center
Plaza M-42 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE @
1988.2010
ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) 1of 1 The ACORD name and logo are registered marks o CORD I513746621/ M13718087 I vd<'(') ii
I> ti PW 11n -` L,,,,,. // i
AFRAD
City Council 37 – 64 6/6/2023
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR GENERAL LIABILITY
TECHNOLOGY COMPANIES
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provisions to determine the extent of your coverage.
SCHEDULE OF COVERAGE EXTENSIONS
1. Additional Insured — Broad Form Vendors 8. Coverage Territory — Worldwide
2. Additional Insured — by Contract, Agreement or 9. Duties in Event of Occurrence, Claim or Suit Permit relating to: 10. Expected or Intended Injury ( PD) o Work performed by you 11. Incidental Medical Malpractice o Premises you own, rent, lease or occupy 12. Medical Payments o Equipment you lease 13. Mobile Equipment Redefined
3. Aggregate Limit Per Location 14. Newly Acquired or Formed Organizations
4. Blanket Waiver of Subrogation 15. Non -Owned Aircraft
5. Bodily Injury Redefined — Mental Anguish 16. Non -Owned Watercraft
6. Broadened Named Insured 17, Personal and Advertising Injury
7. Broadened Property Damage 18. Product Recall Expense o Borrowed Equipment 19. Supplementary Payments Increased Limits o Customers' Goods
o Use of Elevators
1. ADDITIONAL INSURED —BROAD FORM VENDORS
Section II — Who Is An Insured is amended to include as an additional insured any person( s) or organization(s) referred to below as vendor) with whom you agreed in a written contract or agreement to provide insurance, but only with respect to " bodily injury" or "property damage" arising out of ' your products" which are distributed or sold in the regular course of the vendor' s business, subject to the following additional exclusions:
a. This provision 1, does not apply to:
1) " Bodily injury" or ' property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendorwould have in the absence of the contract or agreement; 2) Any express warranty not authorized by you;
3) Any physical or chemical change in the product made intentionally by the vendor; 4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor' s premises in connection with the sale of the product; 7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or 8) ' Sodily injury" or " property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
a) The exceptions contained in Subparagraphs 4. or 6.; or VCG 207 07 09 Includes copyrighted material of Insurance Services Office, Inc. Pagel of7 Copyright 2009, OneBeacon Insurance Group
E- INSURED
VI (-W(a-) ( PW A
City Council 37 – 65 6/6/2023
b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
9) Any vendor, person or organization if the " products -completed operations hazard" is excluded either by the provisions of the Coverage Form or by endorsement.
b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products.
2. ADDITIONAL INSURED— CONTRACT, AGREEMENT OR PERMIT
a. Section II — Who Is An Insured is amended to include as an additional insured any person( s) or organk zation( s) with whom you agreed in a written contract, written agreement or permit to provide insurance such as is afforded under this Coverage Part, but only with respect to liability for' bodily injury", ' property damage" or " personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
1. In the performance of "your work" for the additional insured( s) at the location designated in the contract, agreement or permit; or
2. In the maintenance, operation or use of equipment leased to you by such person( s) or organization( s), or
3. In connection with premises you own, rent, lease or occupy.
This insurance applies on a primary or primary and non- contributory basis if that is required in writing by the contract, agreement or permit.
b. The insurance provided to the additional insured herein is limited. This insurance does not apply:
1. Unless
a) the written contract, agreement or permit is currently in effect or becomes effective during the term of this policy; and
b) the contract or agreement was executed or permit issued prior to the ' bodily injury", " property damage", or "personal and advertising injury";
2. To any person or organization included as an insured under the Additional Insured - Broad Form Vendors provision of this endorsement;
3. To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part;
4. To any person or organization if the ' bodily injury", ' property damage", or " personal and advertising injury" arises out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you including:
a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, Feld orders, change orders or drawings and specifications; or b) Supervisory, inspection, architectural or engineering activities.
5. To any:
a) Lessor of equipment after the equipment lease terminates or expires; or b) Owners or other interests from whom land has been leased; or c) Managers or lessors of premises if:
1) The "occurrence" takes place after you cease to be a tenant in that premises; or 2) The ' bodily injury", " property damage", " personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor.
6. To 'bodily injury, or "property damage" occurring after:
a) All work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured at the site of the covered operations has been completed; or b) 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 performing operations for a principal as part of the same project.
Copyright 2009, OneBeacon Insurance Group
P'vf (Z- wo---s ft y F u-) r /) _ Vr,
City Council 37 – 66 6/6/2023
c. Limits of Insurance applicable to the additional insured are those specified in the contract, agreement or permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the number of:
1. Insureds;
2. Claims made or "suits" brought; or
3. Persons or organizations making claims or bringing " suits".
These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Declarations.
3. AGGREGATE LIMIT PER LOCATION
Under Section III — Limits of Insurance, the General Aggregate Limit applies separately to each of your locations" owned by or rented or leased to you.
b. Under Section V — Definitions, the following definition is added:
Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad.
4. BLANKET WAIVER OF SUBROGATION
Section IV — Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following:
We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of yourongoing operations done under a written contract or agreement with that person or organization and included in ' your work" or the " products -completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the bodily injury" or "property damage", that requires you to waive your rights of recovery.
5. BODILY INJURY REDEFINED— MENTAL ANGUISH
Under Section V, the definition of "bodily injury" is replaced by the following:
Bodily, injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time.
6. BROADENED NAMED INSURED
Section II — Who Is An Insured is amended to include as an insured the following:
Any organization which is a legally incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180th day or the end of the policy period, whichever comes first, provided there is no other similar insurance available to that organization.
The insurance afforded herein does not apply to any entity which is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance.
7. BROADENED PROPERTY DAMAGE— BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF
ELEVATORS
The insurance for " property damage" liability is subject to the following:
a. The Damage To Property exclusion under Section I Coverage A is amended as follows:
The exclusion for personal property in the care, custody or control of the insured does not apply to property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss.
2. The exclusions for
a) Property loaned to you;
b) Personal property in the care, custody or control of the insured; and c) That particular part of any property that must be restored, repaired or replaced because ' your work" was incorrectly performed on it
do not apply to " property damage" to " customers' goods" while on your premises nor do they apply to property damage" arising from the use of elevators at premises you own, rent, lease or occupy.
Subject to the Each Occurrence Limit, the most we will pay for " property damage" to " Customers' Goods" is $ 36, 000 per " occurrence".
VCG 207 07 09 Indudes copyrighted material of Insurance services Office, Inc. Page 3 of 7 City Council Copyright 2009, OneBeacon Insurance Group 37 – 67 6/6/2023 b. Under Section V — Definitions, the following definition is added:
Customers' Goods" means goods of your customer on your premises for the purpose of being:
1. Repaired; or
2. Used in your manufacturing process.
c. The insurance afforded by this provision is excess over any other valid and collectible property insurance including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS.
8. COVERAGE TERRITORY —WORLDWIDE
The definition of "coverage territory" is replaced by the following:
Coverage territory" means anywhere provided the insured' s responsibility to pay damages must be determined in a settlement we agree to or in a " suit" on the merits brought within the United States of America ( including its territories and possessions), Puerto Rico or Canada.
9. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV — Duties In The Event Of Occurrence, Claim or Suit is amended by adding the following paragraphs:
a. The requirements that you must
1. notify us of an "occurrence" offense, claim or "suit" and
2. send us documents concerning a claim or " suit"
apply only when such "accident" claim, "suit" or "loss" is known to:
1. You, if you are an individual;
2. A partner, if you are a partnership;
3. An executive officer of the corporation or insurance manager, if you are a corporation; or
4. A manager, if you are a limited liability company.
b. The requirement that you must notify us as soon as practicable of an " occurrence" or an offense that may result in a claim does not apply if you report an " occurrence" to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular " occurrence" is a liability claim rather than a workers compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition.
10, EXPECTED OR INTENDED INJURY (PROPERTY DAMAGE)
The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is replaced by:
Bodily injury" or " property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to ' bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property.
11. INCIDENTAL MALPRACTICE —EMPLOYED PHYSICIANS, NURSES, EMT'S AND PARAMEDICS a. Under Section II — Who Is An Insured, the paragraph that excludes an employee or volunteer worker as insured for ' bodily injury" or " personal and advertising injury" arising out of his or her providing or failing to provide professional health care services does not apply to a physician, dentist, nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x- ray or nursing services. b. The insurance afforded by this provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS.
12. MEDICAL PAYMENTS— INCREASED LIMITS AND TIME PERIOD
In the Insuring Agreement under Coverage C — Medical Payments, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. a. The Medical Expense Limit is $ 15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater.
b. This provision 12. does not apply if Coverage C — Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement.
City Council Copyright 2009, OneBeacon Insurance 37 – Group 68 6/6/2023
13. MOBILE EQUIPMENT — SELF-PROPELLED SNOW REMOVAL, ROAD MAINTENANCE AND STREET
CLEANING EQUIPMENT
The following is added to the "mobile equipment" definition:
Vehicles maintained primarily for purposes other than the transportation of persons or cargo that are selfpropelled vehicles of less than 1, 000 pounds gross vehicle weight with the following types of permanently attached equipment will be considered " mobile equipment":
a. Snow removal;
b. Road maintenance, but not construction or resurfacing; or c. Street cleaning.
14. NEWLY FORMED OR ACQUIRED ORGANIZATIONS
Under Section II — Who Is An Insured, the time period limitation for newly acquired or formed organizations is replaced by:
Coverage under this provision is afforded only until the end of the current policy period.
15. NON -OWNED AIRCRAFT
The Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability does not apply to an aircraft that is:
1. Hired, chartered or loaned with a paid crew; and
2. Not owned by any insured.
a. The insurance afforded by this provision 15. is excess over any other valid and collectible insurance including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS,
16. NON -OWNED WATERCRAFT
a. Section II — Who Is An Insured is amended to include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to:
1. Bodily injury" to a co -"employee" of the person operating the watercraft; or
2. ' Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.
b. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 55 feet. c. The insurance afforded by this provision 16. is excess over any other valid and collectible insurance including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS.
17. PERSONAL AND ADVERTISING INJURY
The following exclusions under the definition of "personal and advertising injury" are amended as follows:
a. Insureds In Media Type Businesses
Personal and advertising injury" committed by an insured whose business is:
1) Advertising, broadcasting, publishing or telecasting; or 2) Designing or developing content of websites for others.
However, this exclusion does not apply to paragraphs 14 a., b. and c. of "personal and advertising injury" under the Definitions Section.
For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms Or Bulletin Boards
Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or maintains for others.
VCG 207 07 09 Indudes copyrighted material of Insurance services Office , Inc. Page 5 of 7 Copyright 2009, OneBeacon Insurance Group
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City Council 37 – 69 6/6/2023
18. PRODUCT RECALL EXPENSE
With respect to this Provision 18., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodily Injury And Property Damage Liability is deleted. a. The following is added to Section III - Limits Of Insurance section:
1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay regardless of the number of
a) Insureds;
b) " Covered recalls" initiated; or
c) Number of "your products" recalled.
2. The Product Recall Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all " covered recalls" initiated during the policy period.
3. Subject to 2. above, the Each Product Recall Limit is the most we will reimburse you for the sum of all product recall expenses" arising out of any one " covered recall" for the same defect or deficiency.
4. Subject to 3. above, we will pay only the amount of "product recall expenses" in excess of the deductible amount shown in the Product Recall Schedule.
Products Recall Schedule
Limits of Insurance
Product Recall Aggregate Limit $ 50, 000
Each Product Recall Limit $ 25, 000
Each Product Recall Deductible $ 1, 000
If any limits and deductible other than those above are shown in the Declarations as the Products Recall Expense Limits, the amounts shown in the Declarations will replace the Limits of Insurance and deductible provided for this coverage.
The Limits of Insurance for this coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance.
b. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision under Section IV —Conditions:
You must see to it that the following are done in the event of an actual or anticipated " covered recall" that may result in " product recall expense":
1. Give us prompt notice of any discovery or notification that " your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall;
2. Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance;
3. As often as may be reasonably required, permit us to inspect' your product" that demonstrates the need for the " covered recall" and permit us to examine your books and records. Also permit us to take damaged and undamaged samples of " your products" for inspection, testing and analysis; and permit us to make copies from your books and records;
4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim.
You must do this within 60 days after our request. We will supply you with the necessary forms; and
5. Permit us to examine any insured under oath, while not in the presence of any other insured and at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured' s books and records. In the event of an examination, an insured' s answers must be signed.
City Council Copyright 2009, OneBeacon Insurance 37 – Group 70 6/6/2023 c. The following definitions are added to the Definitions Section:
1. " Covered recall" means a recall made necessary because the insured or a government body has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in your product" has resulted in or will result in " bodily injury" or "property damage'.
2. ' Product Recall Expense" means:
a) The following necessary and reasonable expenses you incur exclusively for the purpose of recalling your product":
1) For communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage;
2) For shipping the recalled products from any purchaser, distributor or user to the place or places designated by you;
3) For remuneration paid to your regular " employees" for necessary overtime; 4) For hiring additional persons, other than your regular "employees", 5) Incurred by " employees", including transportation and accommodations; 6) To rent additional warehouse or storage space; or
7) For disposal of "your products", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid " bodily injury" or "property damage" as a result of such disposal, but product recall expenses" does not include costs of regaining your market share, goodwill, revenue or profit.
b) ' Product Recall Expense" does not include any expenses resulting from:
1) Failure of any product to accomplish its intended purpose; 2) Breach ofwarranties of fitness, quality, durability or performance; 3) Loss of customer approval, orany cost incurred to regain customer approval; 4) Redistribution or replacement of ' your product" which has been recalled by like products or substitutes;
5) Caprice or whim of the insured;
6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; and
7) Recall of ' your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found
19. SUPPLEMENTARY PAYMENTS— INCREASED LIMITS
Under Section I — Coverages, Supplementary Payments — Coverages A and B, paragraphs 1. 1b. and 1. d. are replaced by the following:
b. Up to $2, 500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds.
d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work.
VCG 207 07 09 Includes copyrighted material of Insurance Services Office, Inc. Page 7 of City Council Copyright 2009, OneBeacon Insurance Group 37 – 71 6/6/2023 page 2 of 11
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ACORD. CERTIFICATE OF LIABILITY INSURANCE
DATE( MMIDDIYYYY)
1 2/ 15/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
BB& TInsurance Services
NAME: Aloe Radilla
PH, AIC, INo, Exl): 714941- 2850 ( NC, No>: 877297.9245 of Orange County AODREBs: aradillaBIbbandt.com
2400 E Katella Ave. Suite 1100 INSURERS) AFFORDING COVERAGE NAIC k Anaheim, CA 92806 INSURERA: AtloncIcs ecum'- smence Csepnry 27154
INSURED
Compulink Mgmt Center Inc
INSURER a : Trmabre Ropnry CeceeeyCe al Amer 25674
INSURER C: ACE A. s" cmm.arm- Ca 22667
dba Laserfiche INSURER D:
3545 N. Long Beach Blvd. #110
Long Beach, CA 90807
INSURER E:
1 INSURER F:
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 CONTRACTOR 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.
ILTq TYPE OF INSURANCE ADO INSR VIVO LIDSP POLICY NUMBER ICY EFF MMIDDIVYY MMIDDIYYY P LI YEXp LIMITS
A X COMMERCIAL GENERALLIABILIrY X 7110103310011 2/ 13/2018 02tl3/2019 EACH OCCURRENC,E 1, 000, 000 PREMISESEaoccuneme 1000,000
OCCUR
MEDEXP( Arty oneperson) 10000
CLAIMS MADE
PERSONAL A ADV INJURY 1, 000, 000
GENERAL AGGREGATE 2, 000, 000
GEN' L AGGREGATE LIMIT APPUES PER:
PRO PRODUCTS- COMPIOPAGG 2, 000,000
POLICY JECT LOC
p
OTHER:
AvroaoeaEuaeanY 7110103310011 2/13/ 2018 02/ 13/201
MBINED BINDLE LIM
Eaaccitlent 1, 000,000
BODILY INJURY ( Per person)
X ANY AUTO
OWNED SCHEDULED BODILY INJURY (Per accident)
AUTOS ONLY AUTOS
HIRED NON OWNED
X X
PR PERTY DAM GE
Per accident
AUTOS ONLY AUTOS ONLY
X UMBRELLA LIAB X OCCUR 7110103310011 2113/2018 02/13/ 201 EACH OCCURRENCE 20 000, 000 AGGREGATE 20 000 000 EXCESS LIAB CLAIMS -MADE
X STATUTE ERH B UB4K964827 1/ 01/ 2018 01/ 01/ 201
BED RETENTIONS
WORKERS COMPENSATION
E. L. EACH ACCIDENT_$ 1, 606, 099 AND EMPLOYERS` LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVEY/ N OFFICER/ MEMBER EXCLUDED? E. L. DISEASE FA EMPLOYEE 1, 000,000 NIA Mandatory In NH)
Ilyes, descrbeunder ri DISEASE- POUCYUMIT 1, 000,000
DESCRIPTION OF OPERATIONS below
C Technology G46867580001 02/13/ 2018 02/ 13/2019 15,000,000 Agg Limit 15,000,000 Each Claim
E & O -
Retro 2/13/2004 50,000 Retention
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be aaaehed N mare space Is required) RE: Contract agreement with insured.
Certificate holder is included as Additional Insured, as respects to General Liability, as required by written contract, per form #VCG207 0709 attached.,,, P y 1 t t 0 ' Y `' avv'l'- *'" 1 3
15C I W,
City of Santa Ana
20 Civic Center Plaza M- 42
Santa Ana, CA 92701
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
V V ^ VV V MV
ACORD 25 (2016103) 1 of 1 The ACORD name and logo are registered marks of ACORD AFRAD 694 # S19537247/ M19537241
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR GENERAL LIABILITY
TECHNOLOGY COMPANIES
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provisions to determine the extent of your coverage.
I SCHEDULE OF COVERAGE EXTENSIONS I
1. Additional Insured — Broad Form Vendors
2. Additional Insured — by Contract, Agreement or
Permit relating to:
o Work performed by you
o Premises you own, rent, lease or occupy
o Equipment you lease
3. Aggregate Limit Per Location
4. Blanket Waiver of Subrogation
5. Bodily Injury Redefined — Mental Anguish
6. Broadened Named Insured
7. Broadened Property Damage
o Borrowed Equipment
o Customers' Goods
o Use of Elevators
B. Coverage Territory— Worldwide
9. Duties in Event of Occurrence, Claim or Suit
10. Expected or Intended Injury ( PD)
11. Incidental Medical Malpractice
12. Medical Payments
13. Mobile Equipment Redefined
14. Newly Acquired or Formed Organizations
15. Non -Owned Aircraft
16. Non -Owned Watercraft
17. Personal and Advertising Injury
18. Product Recall Expense
19. Supplementary Payments Increased Limits
1. ADDITIONAL INSURED —BROAD FORM VENDORS
Section II — Who Is An Insured is amended to include as an additional insured any person( s) or organization( s) referred to below as vendor) with whom you agreed in a written contract or agreement to provide insurance, but only with respect to' bodly injury" or "properly damage" arising out of "your products" which are distributed or sold in the regular course of the vendor' s business, subject to the following additional exclusions:
a. This provision 1. does not apply to:
1) ' Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; 2) Any express warranty not authorized by you;
3) Any physical or chemical change in the product made intentionally by the vendor; 4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor' s premises in connection with the sale of the product; 7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or 8) ' Bodily injury" or " property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
a) The exceptions contained in Subparagraphs 4. or 6.; or 696
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E- INSURED
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b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
9) Any vendor, person or organization it the ' products -completed operations hazard" is excluded either by the provisions of the Coverage Form or by endorsement.
b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products.
2. ADDITIONAL INSURED —CONTRACT, AGREEMENT OR PERMIT
a. Section 11 — Who Is An Insured is amended to include as an additional insured any person( s) or organization(s) with whom you agreed in a written contract, written agreement or permit to provide insurance such as is afforded under this Coverage Part, but only with respect to liability for' bodily injury", "property damage" or " personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
1. In the performance of "your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or
2. In the maintenance, operation or use of equipment leased to you by such person( s) or organization(s), or
3. In connection with premises you own, rent, lease or occupy.
This insurance applies on a primary or primary and non-contribulory basis if that is required in writing by the contract, agreement or permit.
b. The insurance provided to the additional insured herein is limited. This insurance does not apply:
1. Unless
a) the written contract, agreement or permit is currently in effect orbecomes effective during the term of this policy; and
b) the contract or agreement was executed or permit issued prior to the ' bodily injury", ' property damage", or "personal and advertising injury';
2. To any person or organization included as an insured under the Additional Insured - Broad Form Vendors provision of this endorsement;
3. To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part;
4. To arty person or organization if the ' bodily injury", " property damage", or " personal and advertising injury" arises out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you including:
a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b) Supervisory, inspection, architectural or engineering activities.
5. To any:
a) Lessor of equipment after the equipment lease terminates or expires; or b) Owners or other interests from whom land has been leased; or c) Managers or lessors of premises if:
1) The "occurrence" takes place after you cease to be a tenant in that premises; or 2) The ' bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor.
6. To' bodily injury, or "property damage" occurring after:
a) All work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured at the site of the covered operations has been completed; or b) 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 performing operations for a principal as part of the same project.
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c. Limits of Insurance applicable to the additional insured are those specified in the contract, agreement or permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the n umber of:
1. Insureds;
2. Claims made or "suits" brought; or
3. Persons or organizations making claims or bringing " suits".
These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Declarations.
3. AGGREGATE LIMIT PER LOCATION
a. Under Section III — Limits of Insurance, the General Aggregate Limit applies separately to each of your locations" owned by or rented or leased to you.
b. Under Section V — Definitions, the following definition is added:
Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad.
4. BLANKET WAIVER OF SUBROGATION
Section IV — Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following:
We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in ' your work" or the " products -completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the bodly injury" or' property damage", that requires you to waive your rights of recovery.
5. BODILY INJURY REDEFINED— MENTAL ANGUISH
Under Section V, the definition of " bodily injury" is replaced by the following:
Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time.
6. BROADENED NAMED INSURED
Section II — Who Is An Insured is amended to include as an insured the following:
Any organization which is a legally incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180th day or the end of the policy period, whichever comes first, provided there is no other similar insurance available to that organization.
The insurance afforded herein does not apply to any entity which is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance.
7. BROADENED PROPERTY DAMAGE— BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF
ELEVATORS
The insurance for "property damage" liability is subject to the following:
a. The Damage To Property exclusion under Section I Coverage A is amended as follows:
1. The exclusion for personal property in the care, custody or control of the insured does not apply to property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss.
2. The exclusions for
a) Property loaned to you;
b) Personal property in the care, custody or control of the insured; and c) That particular part of any property that must be restored, repaired or replaced because " your work" was incorrectly performed on it
do not apply to " property damage" to "customers' goods" while on your premises nor do they apply to property damage" arising from the use of elevators at premises you own, rent, lease or occupy.
Subject to the Each Occurrence Limit, the most we will pay for " property damage" to " Customers' Goods" is $ 35,000 per " occurrence".
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b. Under Section V — Definitions, the following definition is added:
Customers' Goods" means goods of your customer on your premises for the purpose of being:
1. Repaired; or
2. Used in your manufacturing process.
c. The insurance afforded by this provision is excess over any other valid and collectible property insurance including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS.
8. COVERAGE TERRITORY —WORLDWIDE
The definition of " coverage territory" is replaced by the following:
Coverage territory" means anywhere provided the insured' s responsibility to pay damages must be determined in a settlement we agree to or in a " suit" on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada.
9. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV — Duties In The Event Of Occurrence, Claim or Suit is amended by adding the following paragraphs:
a. The requirements that you must
1. notify us of an " occurrence" offense, claim or "suit" and
2. send us documents concerning a claim or "suit"
apply only when such "accident" claim, "suit" or " loss" is known to:
1. You, if you are an individual;
2. A partner, if you area partnership;
3. An executive officer of the corporation or insurance manage, if you area corporation; or
4. A manager, if you are a limited liability company.
b. The requirement that you must notify us as soon as practicable of an " occurrence" or an offense that may result in a claim does not apply if you report an " occurrence" to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular " occurrence" is a liability claim rather than a workers compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition.
10. EXPECTED OR INTENDED INJURY (PROPERTY DAMAGE)
The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is replaced by:
Bodily injury" or " property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to 'bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property.
11. INCIDENTAL MALPRACTICE— EMPLOYED PHYSICIANS, NURSES, EMT'S AND PARAMEDICS a. Under Section II — Who Is An Insured, the paragraph that excludes an employee or volunteer worker as insured for "bodily injury" or "personal and advertising injury" arising out of his or her providing or failing to provide professional health care services does not apply to a physician, dentist, nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x- ray or nursing services. b. The insurance afforded by this provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS.
12. MEDICAL PAYMENTS— INCREASED LIMITS AND TIME PERIOD
In the Insuring Agreement under Coverage C — Medical Payments, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. a. The Medical Expense Limit is $ 15, 000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater.
b. This provision 12. does not apply if Coverage C — Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement.
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13. MOBILE EQUIPMENT — SELF-PROPELLED SNOW REMOVAL, ROAD MAINTENANCE AND STREET
CLEANING EQUIPMENT
The following is added to the "mobile equipment" definition:
Vehicles maintained primarily for purposes other than the transportation of persons or cargo that are selfpropelled vehicles of less than 1, 000 pounds gross vehicle weight with the following types of permanently attached equipment will be considered "mobile equipment":
a. Snow removal;
b. Road maintenance, but not construction or resurfacing; or c. Street cleaning.
14. NEWLY FORMED OR ACQUIRED ORGANIZATIONS
Under Section II — Who Is An Insured, the time period limitation for newly acquired or formed organizations is replaced by:
Coverage under this provision is afforded only until the end of the current policy period.
15. NON -OWNED AIRCRAFT
The Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability does not apply to an aircraft that is:
1. Hired, chartered or loaned with a paid crew; and
2. Not owned by any insured.
a. The insurance afbrded by this provision 15. is excess over any other valid and collectible insurance including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS.
16. NON -OWNED WATERCRAFT
a. Section II — Who Is An Insured is amended to include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of awatercraft. However, no person or organization is an insured with respect to:
1. ' Bodily injury" to a co -"employee" of the person operating the watercraft; or
2. ' Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.
b. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability, the limitation on the length of awatercraft is increased to 55 feet. c. The insurance afbided by this provision 16. is excess over any other valid and collectible insurance including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS.
17. PERSONAL AND ADVERTISING INJURY
The following exclusions under the definition of ' personal and advertising injury" are amended as follows:
a. Insureds In Media Type Businesses
Personal and advertising injury" committed by an insured whose business is:
1) Advertising, broadcasting, publishing or telecasting; or 2) Designing or developing content of websites for others.
However, this exclusion does not apply to paragraphs 14 a., b. and c. of "personal and advertising injury" under the Definitions Section.
For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms Or Bulletin Boards
Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or maintains for others.
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18. PRODUCT RECALL EXPENSE
With respect to this Provision 18., the Recall IOf Prod I. cts, Work Or Impaired Property exclusion under Coverage A Bodi * Injury And Property Damage Liabi kk is deleted. a. The following is added to Section III - Limits Of Insurance section:
1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay regardless of the number of
a) Insureds;
b) ' Covered recalls" initiated; or
c) Number of " your products" recalled.
2. The Product Recall Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period.
3. Subject to 2. above, the Each Product Recall Limit is the most we will reimburse you for the sum of all product recall expenses" arising out of any one " covered recall" for the same defect or deficiency.
4. Subject to 3. above, we will pay only the amount of "product recall expenses" in excess of the deductible amount shown in the Product Recall Schedule.
Products Recall
Limits of Insurance
Product Recall Aggregate Limit $ 50,000
Each Product Recall Limit $ 25,000
Each Product Recall Deductible $ 1, 000
If any limits and deductible other than those above are shown in the Declarations as the Products Recall Expense Limits, the amounts shown in the Declarations will replace the Limits of Insurance and deductible provided for this coverage.
The Limits of Insurance for this coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance.
b. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision under Sectio n IV — Conditions:
You must see to it that the following are done in the event of an actual or anticipated " covered recall" that may result in ' product recall expense":
1. Give us prompt notice of any discovery or notification that " your product" must be withdrawn or recalled. Include a description of' your product" and the reason for the withdrawal or recall;
2. Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance;
3. As often as may be reasonably required, permit us to inspect "your product" that demonstrates the need for the " covered recall" and permit us to examine your books and records. Also permit us to take damaged and undamaged samples of " your products" for inspection, testing and analysis; and permit us to make copies from your books and records;
4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim.
You must do this within 60 days after our request. We will supply you with the necessary forms; and
5. Permit us to examine any insured under oath, while not in the presence of any other insured and at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. In the event of an examination, an insured' s answers must be signed.
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c. The following definitions are addedto the Definitions Section:
Covered recall" means a recall made necessary because the insured or a government body has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in' your product" has resulted in or will result in " bodily injury" or "property damage".
2. " Product Recall Expense" means:
a) The following necessary and reasonable expenses you incur exclusively for the purpose of recalling "your product":
1) For communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage;
2) For shipping the recalled products from any purchaser, distributor or user to the place or places designated by you;
3) For remuneration paid to your regular "employees" for necessary overtime; 4) For hiring additional persons, other than your regular "employees"; 5) Incurred by " employees", including transportation and accommodations; 6) To rent additional warehouse or storage space; or
7) For disposal of " your products", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid " bodily injury" or "property damage" as a result of such disposal, but product recall expenses" does not include costs of regaining your market share, goodwill, revenue or profit.
b) " Product Recall Expense" does not include any expenses resulting from:
1) Failure of any product to accomplish its intended purpose; 2) Breach of warranties of fitness, quality, durability or performance; 3) Loss of customer approval, or any cost incurred to regain customer approval; 4) Redistribution or replacement of " your product" which has been recalled by like products or substitutes;
5) Caprice or whim of the insured;
6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; and
7) Recall of ' your products" that have no known or suspected defect solely because a known or suspected defect in another of' your products" has been found
19. SUPPLEMENTARY PAYMENTS— INCREASED LIMITS
Under Section I — Coverages, Supplementary Payments — Coverages A and B, paragraphs 1. b. and 1. d. are replaced by the following:
b. Up to $ 2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds.
d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $ 500 a day because of time off from work.
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Client#: 1258425
Francine R.
305COMPUMreal
DI9Id Ilwlgned LV Fmnenes
Vlllweal
ACORDT,, CERTIFICATE OF LIABILITY INSURANCE
D4/ TE
01/ 1(
01/ MMIY) 202
1 THIS CERTIFICATE
IS ISSUED AS AMATTER OF INFORMATION ONLY ANDCONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTENDOR ALTER THE COVERAGE AFFORDED BYTHEPOLICIES BELOW. THIS
CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THEISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If
the certificate holder isan ADDITIONAL INSURED, thepolicy(ies) must have ADDITIONAL INSURED provisionsorbeendorsed. If SUBROGATION IS WAIVED, subject tothe terms and conditions of thepolicy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder inlieu of such endomement( s). PRODUCER McGriff Insurance
Services 2400E
Katella Ave Suite 1100 Anaheim, CA
92806 714 941-
2800 CONTACT Aide
Radilla NAME: PHONE
714 941- 2850 FAX 877 297-
Eat : A/C, No E- MAIL 9245 AIC, No,
com ADDRESS: aradilla@mcgriff. l_
INSURER( S) 9
AFFORDING COVERAGE NAIC# INSURER A:
Star Net Insurance Company 40045 INSURED Compulink
Mgmt
Center Inc dba Laserfiche
3545N.
Long Beach Blvd. #110 Long Beach,
CA 90807 INSURER B:
Allmerica Financial Benefits 41840 Westchester Surplus
P10172 LinesInsurance INSURER INSURER C: DHomeland
InsCo34452 Lloyds of
YINSURER London F: INSURER E.
Radnor Specialty InsCO15756 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. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY
BEISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BYTHE POLICIES DESCRIBED HEREIN ISSUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTRR TYPE
OF INSURANCE NSB SUBR MID POLICY NUMBER MM/DDY/ YYYFY MM/DD VFY-XYVLIMBSA X COMMERCIAL GENERAL LIABILITY XTCP701616011 3/ 13/ 2021 03/13/2022 EACH OCCURRENCE 1,000, 000 CLAIMS -MADEOCCUR PREMISESEoacu nce 1,000, 000 MED EXP(
Any one person) 15,000 PERSONAL & ADV
INJURY 1,000, 000 GEN'L
AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 2,000, 000 POLICY PRO JECT PRO- LCPRODUCTS- COMP/ OPAGG 2,000, 000 OTHER'. A
AUTOMOBILE
LIABILITY TCP701616011 3/ 13/ 2021 03/13/ 2022 COMBINED SINGLE LIMIT 1,000,Eaaccident 000 XBODILY INJURY ( Per person) ANY AUTO OWNED AUTOSSCHEDULED ONLY
AUTOS BODILY INJURY (
Per accident) DAMAGE Per
accident ONLY X NONOWNEDPROPERTY AUTOS X
ONLY AUMBRELLA X HIRES
LIAB X OCCUR TCP701616011 3/ 13/ 2021 03/ 13/ 2022 EACH OCCURRENCE 20000 000 20OOD OOO EXCESS LIAB B
CLAIMSMADEAGGREGATE LED RETENTION $ WORKERS
YIN ANY
EMPLOYERS'
PROPRIETOR/
LIABILITY
COMPENSATION AND
PARTNER/ EXECUTIVE _N] OFFICER/
MEMBER 1/EXCLUDED? 01/N/ 2021A W231144370100 01/ 01/
2022 X PER OTH- ER EL EACHACCIDENT 1, 000, 000 EL.
DISEASE -EA EMPLOYEE 1,000,
under DESCRIPTION OF 000 Mandatory inNH) If yes, describe OPERATIONS below EL.DISEASE -
POLICY LIMIT 1,000, 000 SEE BELOW FOR SEE BELOW FOR
ADDITIONAL ADDITIONAL COVERAGES** COVERAGES** DESCRIPTION OF
OPERATIONS / LOCATIONS /
VEHICLES ( ACORD
101, Additional Remarks Schedule, may be attached ifmore space is required) ADDITIONAL COVERAGE/ POLICY INFORMATION: C. Insurer:
Westchester Surplus Lines Insurance (
Non Admitted) - NAIC #: 10172 TechnologyE&O, Cyber, Privacy & Network Security and Media Liability Policy Number: F14774865003 Policy Effective: 03/ 13/2021 - Policy
Expiration: 03/13/ 2022 See Attached Descriptions) City of Santa Ana Risk Management
Division, 4th Floor 20
Civic Center Plaza Santa Ana,
CA 92702 ACORD 25 (
2016103) 1 of2
S27696010/ M27543148 SHOULD ANY OF THE
ABOVE DESCRIBED
POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1988- 2015 ACORD ( The
ACORD name
and logo are
registered marks of ACORD Rink Management Division REVIEWED&APPROVEDBY: Risk Management Analyst
City Council 37 – 82 6/6/2023
DESCRIPTIONS (Continued from Page 1)
5, 000,000 Each Claim
5, 000,000 Each Aggregate
50, 000 Retention
Tech E& O Retro date 2. 13.2004
D. Insurer: Homeland Ins Co ( Non Admitted) - NAIC #: 34452 Technology E& O, Cyber, Privacy & Network Security and Media Liability Policy # 7110174440000
Policy Effective: 03/ 13/2021 - Policy Expiration: 03/ 13/2022 5, 000,000 Each Claim
5, 000,000 Each Aggregate
50, 000 Retention
Excess of underlying $5, 000,000 Each Claim/Aggregate Limits Tech E& O Retro date 2. 13.2004
E. Insurer: Hiscox Lloyds of London (Non Admitted)
Technology E& O, Cyber, Privacy & Network Security and Media Liability Policy #MPL404257421
Policy Effective: 03/ 13/2021 - Policy Expiration: 03/ 13/2022 5, 000,000 Each Claim
5, 000,000 Each Aggregate
Excess of underlying $10,000,000 Each Claim/Aggregate Limits Tech E& O Retro date 2. 13.2004
Cyber/Media 2. 13.2018
F. Insurer: Radnor Specialty Ins Co ( Non Admitted)- NAIC #: 15756 Technology E& O, Cyber, Privacy & Network Security and Media Liability Policy #DPS5002117
Policy Effective: 03/ 13/2021 - Policy Expiration: 03/ 13/2022 5, 000,000 Each Claim
5, 000,000 Each Aggregate
Excess of underlying $15,000,000 Each Claim/Aggregate Limits Policy Retro date 10. 19.2018
G. Insurer: Crum & Forster Specialty Ins Co ( Non Admitted) - NAIC #: 44520 Technology E& O, Cyber, Privacy & Network Security and Media Liability Policy #EOL231171
Policy Effective: 03/ 13/2021 - Policy Expiration: 03/ 13/2022 5, 000,000 Each Claim
5, 000,000 Each Aggregate
Excess of underlying $20, 000,000 Each Claim/Aggregate Limits Policy Retro date 10. 19.2018
RE: Agreement #A-2014- 144.
Certificate holder is amended to read as: City of Santa Ana, officers, agents, employees, and volunteers, are included as Additional Insured with primary wording, as respects to General Liability, as required by written contract, perform #CG8360 1219 attached.
30 Notice of Cancellation will be given as respects General Liability, as required by written contract.
THIS CERTIFICATE SUPERSEDES & REPLACES THE CERTIFICATE PREVIOUSLY ISSUED ON 03/ 17/21. ** SAGITTA 25.3 ( 2016/03) 2 of 2
S27696010/ M27543148
Rink Mmagtme dDi%isimt
S{AP'PIROA MBYE: REVIEV;IED
Risk Management Analyst
City Council 37 – 83 6/6/2023
Compulink Mgmt Center Inc
TCP701616011
COMMERCIAL GENERAL LIABILITY
CG 83 60 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
GENERAL LIABILITY EXTENSION FOR TECHNOLOGY
COMPANIES ENDORSEMENT
This Endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded.
SCHEDULE OF COVERAGE EXTENSIONS
A. Additional Insured — Lessors of Leased
Equipment
L. Duties in the Event of Occurrence, Offense,
Claim or Suit
B. Additional Insured —Owners, Managers or
Lessors of Premises
M. Expected or Intended Injury or Damage
Property Damage)
C. Additional Insured - Primary and NoncontributorN. Damage to Premises Rented To You D. Additional Insured —Vendors O. Medical Payments
E. Additional Insured — Written Contractor
Agreement
P. Non -owned Aircraft
F. Aggregate Limit Per Location Q. Non -owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments
I. Broadened Named Insured T. Unintentional Omission
J. Damage to Property — Borrowed Equipment,
Customer Goods, Use of Elevators
U. Waiver of Subrogation - Blanket
K. Good Samaritan Services
A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT
Under Section II - Who Is An Insured, the following is added:
Any person or organization that is an equipment lessor is an insured, but only with respect to liability for "bodily injury", "property damage", "personal and advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor.
The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or " personal and advertising injury" caused by an offense that is committed after the equipment lease expires.
B. ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II - Who Is An Insured, the following is added:
Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you.
The insurance provided to such premises owner, manager or lessor does not apply to:
1. Any " bodily injury" or "property damage" caused by an ' occurrence" that takes place, or " personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises, or
2. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor.
CG 83 60 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Rink Managtme dNisimt
REVI DSAPPROVm BY:
Fnaw,6.He '. VttPr uFP
Risk Management Analyst
City Council 37 – 84 6/6/2023
C. ADDITIONAL INSURED - PRIMARY AND NON- CONTRIBUTORY
The following is added to the Other Insurance Condition and supersedes any provision to the contrary:
This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that:
1. The additional insured is a Named Insured under such other insurance, and
2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.
D. ADDITIONAL INSURED - VENDORS
Under Section II - Who Is An Insured, the following is added:
Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or " property damage" that:
1. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement, and
2. Arises out of "your products" which are distributed or sold in the regular course of such vendor's business.
The insurance provided to such vendor is subject to the following provisions:
1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less.
2. The insurance provided to such vendor does not apply to:
a. Any express warranty not authorized by you,
b. Any change in " your products" made by such vendor,
c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container,
d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products",
e. Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your products", or f. " Your products" which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor.
Coverage under this provision does not apply to:
1. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products, or
2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement.
E. ADDITIONAL INSURED - WRITTEN CONTRACTOR AGREEMENT
Under Section II - Who Is An Insured, the following is added:
Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that:
1. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement, and
2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf.
The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less.
F. AGGREGATE LIMIT PER LOCATION
1. Under Section III - Limits Of Insurance, the following is added:
The General Aggregate Limit applies separately to each of your "locations" owned by or rented or leased to you.
Services Office, Inc., with its permission.
Rink Managtme dNisimt
RWE D& APPROVm BY:
Fnaw,6.He '. VttPr uFP
Risk Management Analyst
City Council 37 – 85 6/6/2023
2. Under Section V - Definitions, the following is added:
Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad.
G. AMATEUR ATHLETIC PARTICIPANTS
Under Section II - Who Is An Insured, the following is added:
Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for:
1. " Bodily injury" to:
a. A co -participant, your "employee" or "volunteer worker" while participating in amateur athletic activities that you sponsor, or
b. You, any partner or member (if you are a partnership or joint venture), or any member ( if you are a limited liability company), or any "executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company), or
2. " Property damage" to property owned by, occupied or used by, rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by:
a. A co -participant, your "employee" or "volunteer worker", or b. You, any partner or member (if you are a partnership or joint venture), or any member ( if you are a limited liability company), or any "executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company).
1:- 10111] 1 wd10 PillWA
Under Section V - Definitions, the definition of "bodily injury" is deleted and replaced by the following:
Bodily injury" means physical injury, sickness, or disease sustained by a person, including death resulting from any of these. " Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person.
I. BROADENED NAMED INSURED
Under Section II - Who Is Insured, the following is added:
Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period.
Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement.
J. BROADENED PROPERTY DAMAGE - BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF
ELEVATORS
The insurance for "property damage" liability is subject to the following:
1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, item j., Damage To Property is amended as follows:
a. The exclusion for personal property in the care, custody or control of the insured does not apply to property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss.
b. The exclusions for:
1) Property loaned to you,
2) Personal property in the care, custody or control of the insured, and 3) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it,
do not apply to " property damage" to "customers' goods" while on your premises nor do they apply to property damage" arising from the use of elevators at premises you own, rent, lease or occupy.
2. Subject to the Each Occurrence Limit, the most we will pay for "property damage" to "customers' goods" is 25, 000 per "occurrence".
3. Under Section V - Definitions, the following is added:
Customers' goods" means goods of your customer on your premises for the purpo a. Repaired, or
CG 83 60 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Rink Managtme dNisimt
RWE D& APPROVm BY:
Fnaw,6.He '. VttPr uFP
Risk Management Analyst
City Council 37 – 86 6/6/2023
b. Used in your manufacturing process.
Services Office, Inc., with its permission.
4. Under Section IV - Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance ( including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions.
K. GOOD SAMARITAN SERVICES
1. Under Section II - Who Is Insured, paragraph 2., item d., the following is added:
This exclusion does not apply to your employees or volunteer workers, other than an employed or volunteer physician, rendering "Good Samaritan services".
2. Under Section V - Definitions, the following definition is added:
Good Samaritan services" means any emergency medical services for which no compensation is demanded or received.
L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suit is amended to include the following:
1. The requirements that you must:
a. Notify us of an " occurrence" offense, claim or " suit", and b. Send us documents concerning a claim or " suit" apply only when such accident claim, " suit" or loss is known to:
1) You, if you are an individual,
2) A partner, if you are a partnership,
3) An executive officer of the corporation or insurance manager, if you are a corporation, or 4) A manager, if you are a limited liability company.
2. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an " occurrence" to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular "occurrence" is a liability claim rather than a workers' compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition.
M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I - Coverages, Coverage A, Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, item a., Expected Or Intended Injury, is deleted and replaced by the following:
a. Expected or Intended Injury
Bodily injury" or " property damage" expected or intended from the standpoint of the insured.
This exclusion does not apply to " bodily injury" or " property damage" resulting from the use of reasonable force to protect persons or property.
N. DAMAGE TO PREMISES RENTED TO YOU
If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply:
1. The last paragraph under 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following:
Exclusions c. through n. do not apply to damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance.
2. The paragraph immediately after Sub -paragraph j.(6) of Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following:
Paragraphs ( 1), ( 3) and (4) of this exclusion do not apply to " property damage" ( other than damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Sectn III - Limits Of Insurance.
Rink
Managtme dNisimt RWE
D&APPRD MBY: Fnaw,
6.He '. VttPr uFP Risk
Management Analyst
City Council 37 – 87 6/6/2023
3. Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following:
6. Subject to Paragraph 5. above, the greater of:
a. $ 500, 000, or
b. The Damage To Premises Rented To You Limit shown in the Declarations, is the most we will pay under Coverage A for damages because of "property damage" to premises while rented to you, or in the case of damage by fire, lightning, explosion, " smoke", or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days.
4. Subparagraph b.( 1)( a)( ii) of Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions is deleted and replaced by the following:
ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control,
5. Subparagraph a. of Definition 9. 'Insured contract' of Section V - Definitions is deleted and replaced by the following:
a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an " insured contract'.
6. As used in this provision "smoke" does not include smoke from agricultural smudging, industrial operations or a " hostile fire".
C01111111111Ptl = 11][+ id1 11112_ylPtl =1011& 1
1. Under Section I - Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years.
2. The Medical Expense Limit is $ 15, 000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater.
3. This provision O. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement.
P. NON -OWNED AIRCRAFT
1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability, item 2., Exclusions, item g., Aircraft, Auto Or Watercraft, does not apply to an aircraft that is:
a. Hired, chartered or loaned with a paid crew, and
b. Not owned by any insured.
2. The insurance afforded by this provision P. is excess over any other valid and collectible insurance including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions.
Q. NON -OWNED WATERCRAFT
1. Under Section II - Who Is Insured, is amended as follows:
2. 3.
CG 83 60 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission.
To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to:
a. " Bodily injury" to a co -"employee" of the person operating the watercraft, or b. " Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.
In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet.
The insurance afforded by this provision Q. is excess over any other valid and collectible insurance including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions.
Rink Managtme dNisimt
RWE D& APPROVm BY:
Fnaw,6.He '. VttPr uFP
Risk Management Analyst
City Council 37 – 88 6/6/2023
R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS
Under Section II - Who Is An Insured, item 3.a. is deleted and replaced by the following:
a. Coverage under this provision is afforded only until the end of the current policy period.
S. SUPPLEMENTARY PAYMENTS
Under Section I - Coverages, Supplementary Payments - Coverages A and B is amended as follows:
1. The limit for the cost of bail bonds is amended to $ 2, 500, and
2. The limit for reasonable expenses incurred by the " insured" is amended to $ 500 a day. 11M11011011" 0111111010f_1S01 kytl& 1-11010 1
Under Section IV - Commercial General Liability Conditions, paragraph 6., Representations, the following is added:
The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations.
1, 11I• V%1DI =4: 101J&P1- 7: ZeZH_%11110100- 1A_10111= 1I Under Section IV - Commercial General Liability Conditions, paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added:
We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in " your work" or the "products -completed operations hazard".
This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the " bodily injury" or "property damage", that requires you to waive your rights of recovery.
Services Office, Inc., with its permission.
Rink Managtme dNisimt
RWE D& APPROVm BY:
Fnaw,6.He '. VttPr uFP
Risk Management Analyst
City Council 37 – 89 6/6/2023
Community Development Agency
www.santa-ana.org/community-development
Item # 38
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 6, 2023
TOPIC: Lease Agreement for the Santa Ana WORK Center
AGENDA TITLE
First Amendment to the Lease Agreement for 19,321 Square Feet of Office Space Located at 801 W Civic Center Drive for the Santa Ana WORK Center
RECOMMENDED ACTION
1. Authorize the City Manager to execute the first amendment to the office lease agreement with Santa Ana CA I SGF, LLC for 19,321 square feet of office space located at 801 W Civic Center Drive, for a ten-year term beginning July 1, 2023 with two optional five-year extensions, in the monthly amount of $45,404.35 with an 3- percent annual increase, subject to non-substantive changes approved by the City Manager and City Attorney.
2. Authorize the City Manager to execute a sub-lease agreement and Memorandum of Understanding with the Employment Development Department, subject to nonsubstantive changes approved by the City Manager and City Attorney.
3. Authorize the City Manager to execute a first amendment to sub-lease agreement and Memorandum of Understanding with the County of Orange Social Services Agency to extend the term through June 30, 2025 and to adjust rent, subject to nonsubstantive changes approved by the City Manager and City Attorney.
4. Authorize the City Manager to execute Memorandum of Understandings with Department of Rehabilitation, SER Jobs for Progress, and the City’s Community Development Agency for the Housing Authority and Economic Development Division, subject to non-substantive changes approved by the City Manager and City Attorney.
DISCUSSION
The City receives federal Workforce Innovation and Opportunity Act (WIOA) grant funds to provide employment and vocational training services to low income, unemployed, or underemployed residents, as well as assist local area businesses with employment and training needs. One of the requirements of WIOA is for the City to maintain a comprehensive One Stop Employment Center. The Santa Ana WORK Center fulfills this requirement for the City.
City Council 38 – 1 6/6/2023
Lease Agreement for the Santa Ana WORK Center
June 6, 2023
The WORK Center is a component of the City's economic development efforts by providing employment and training services and assisting Santa Ana based businesses in acquiring skilled employees. In fiscal year 2022-23, the WORK Center served 8,500 people and invested over $450,000 in direct vocational skills training. More than 2,500 clients received one-on-one assistance with their resumes and 65% of the participants were employed within three months after completion of the workforce program. In addition, the WORK Center’s business services team visited 187 Santa Ana businesses to promote customized training, recruitment services, and rapid response programs.
On October 3, 2017, the City Council approved a five-year lease agreement at 801 W Civic Center Drive to house the Santa Ana WORK Center. As the primary recipient of WIOA funding, the City holds the master lease agreement and has sublet space to partner organizations that assist in the delivery of workforce services or offer support services that are a benefit to the WORK Center client. Those on-site partners are the Employment Development Department, Orange County Social Services Agency (SSA), Santa Ana Housing Agency, Department of Rehabilitation (DOR), and SER Jobs for Progress. Staff evaluated several alternate office locations and determined that the current location, office design, and property management at 801 W. Civic Center met the needs and supported the delivery of services best to the community (Exhibit 1).
Under the terms of the lease, the City will be responsible for payment of the monthly rent. Partners who co-locate at the WORK Center will reimburse the City based on their direct occupancy and a percentage of the suite’s common area and office building common area charges, and shared operating costs (security, telecom, IT maintenance, and office cleaning).
The co-located partners have informed staff that they would like to continue to offer services on-site and indicated their desire to sign a renewal to their sub lease agreements. SSA, SER Jobs for Progress, and the City’s Housing Authority expressed the desire to increase the number of staff delivering services on-site at the WORK Center.
Authorization of the first amendment to the lease agreement will allow staff to finalize the sub lease agreements and Memorandum of Understanding (MOU) with EDD and SSA (Exhibit 2 and 3). The remaining partners SER, DOR, the Housing Authority, and Economic Development/WORK Center use the MOU as the primary document to reimburse the City for their portion of rent and shared costs associated in operating the WORK Center (Exhibit 4). Now that the lease terms have been finalized, the MOU boilerplate will be updated to reflect each partner’s direct and shared costs and signed by all parties.
FISCAL IMPACT
The City’s share of the monthly lease payment is budgeted and available in various Work Center grant program account (nos. 12318xxx-62500 WIOA Grant Rent Payments and 12418737-62500 SSA VT WEX Rent Payments). Upon completion of sub lease City Council 38 – 2 6/6/2023
Lease Agreement for the Santa Ana WORK Center
June 6, 2023
with the City’s partners and approval of the FY 2023-24 City Budget, staff will return to City Council and request an appropriation adjustment to recognize anticipated revenue received from Partners’ share and appropriate funds for expenditures on any adjustments to City’s share.
The City’s share of the lease payments will be included in future fiscal year budgets from all eligible grants funds that derive benefit from the lease of the office space, including WIOA and Vocational Training Activities and Work Experience funds from the County of Orange. The annual amount of the City’s share of the lease payment is estimated to be as follows:
Fiscal Year City’s Share Partners’ Share Annual Amount
2023-24 $ 217,288.90 $ 327,563.30 $ 544,852.20
2024-25 $ 223,807.57 $ 337,390.20 $ 561,197.77
2025-26 $ 230,521.79 $ 347,511.91 $ 578,033.70
2026-27 $ 237,437.44 $ 357,937.27 $ 595,374.71
2027-28 $ 244,560.57 $ 368,675.38 $ 613,235.95
2028-29 $ 251,897.38 $ 379,735.65 $ 631,633.03
2029-30 $ 259,454.31 $ 391,127.72 $ 650,582.02
2030-31 $ 267,237.93 $ 402,861.55 $ 670,099.48
2031-32 $ 275,255.07 $ 414,947.39 $ 690,202.47
2032-33 $ 283,512.72 $ 427,395.82 $ 710,908.54
Totals $ 2,490,973.68 $ 3,755,146.18 $ 6,246,119.87
Fulfilling this long-term obligation requires receipt of a Grant Award allocation throughout the lease period (FY 2032-33). In the event the City is unsuccessful in obtaining a grant award, it will require alternate funding sources to meet the abovereferenced lease obligation.
EXHIBIT(S)
1. First Amendment Lease Agreement
2. EDD Sub Lease Boilerplate
3. SSA First Amendment Sub Lease Boilerplate
a. SSA MOU
4. Sample MOU for on-site Partners
Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager
City Council 38 – 3 6/6/2023
FIRST AMENDMENT TO OFFICE LEASE BETWEEN
SANTA ANA CA I SGF, LLC AND THE CITY OF SANTA ANA
THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment'') is entered into as of ____ _. 2023 (the" -ffective Date") by and between SANTA ANA CA I SGF, LLC, a Delaware limited liability company ("Landlord"), and THE CITY OF SANTA ANA, a charter city and municipal corporation ("Tenant").
WITNESSETH:
WHEREAS, Landlord, as successor-in-interest to CF SANTANA, LLC, a Delaware limited liability company, and Tenant entered into that certain Office Lease No. A-2017-264 dated October 7, 2017, Tenant Estoppel Ce1iificate No. A-2017-264-01 dated February 8, 2018, and Exhibit B Notice of Lease Term Dates No. A-2017-264-02 dated February 16, 2018 (hereinafter collectively referred to as the "Lease"), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord that certain premises identified as Suite 200 containing approximately 19,321 rentable square feet of office space (the "Prerni e ") in the building located at 80 I Civic Center Drive, Santa Ana, CA 92701 (the "Building");
WHEREAS, Landlord and Tenant desire to amend the Lease to set a new Term of the Lease, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the aforesaid premises and the other agreements and covenants hereafter set forth and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows:
I. Tncorporalion of Recitals. The above recitals are hereby incorporated into this First Amendment as if fully set f01ih herein. As used herein the term "Lease'' shall mean the Lease as amended by this First Amendment.
2. D tinitions. All capitalized terms used in this First Amendment shall have the meanings assigned to them in the Lease unless otherwise specified herein.
3. Term. The Initial Term as defined by Section 3, Basic Lease Provisions, of the Lease is hereby for a period of One Hundred Twenty ( 120) full calendar months, commencing on July 1, 2023 and expiring on June 30, 2033 (the ''Term").
Tenant shall have the right to extend the Term for two (2) sixty (60) month periods, in accordance with Section 3.2.2, Standard Lease Provisions, of the Lease.
4. Base Rent. Commencing on July I, 2023, Tenant shall pay Base Rent in the fol lowing amounts:
Monthly Installment Annual Rental Rate
Dates Annual Base Rent of Base Rent ger RSF
7/1/2023 - 6/30/2024 $544,852.20 $45,404.35 $2.35
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7/1/2024- 6/30/2025 $561,197.77 $46,766.48 $2.42
7/1/2025 - 6/30/2026 $578,033.70 $48,169.47 $2.49
7/l /2026- 6/30/2027 $595,374.71 $49,614.56 $2.57
7/1/2027 -6/30/2028 $613,235.95 $51,103.00 $2.64
7/l /2028 - 6/30/2029 $631,633.03 $52,636.09 $2.72
7/1/2029- 6/30/2030 $650,582.02 $54,215.17 $2.81
7/1/2030-6/30/2031 $670,099.48 $55,841.62 $2.89
7/l /2031-6/30/2032 $690,202.47 $57,516.87 $2.98
7/l/2032-6/30/2033 $710,908.54 $59,242.38 $3.07
5. Base Year. The "Ba e Year'' is hereby amended to reflect calendar year 2023.
6. Subsection 14.1, Waiver of Liabi I ity and Indemnification, of the Standard Lease Provisions, is hereby amended as follows:
Except to the extent caused by the gross neg I igence of Landlord or its agents, contractors or employees, Tenant hereby waives all claims and causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (including, without limitation, loss of profits and intangible, property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever, including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part the Building or f
rom the pipes, appliances, equipment or plumbing works or from the roof, street or sub-surface or from any other place or caused by dampness, vandalism, malicious mischief. Tenant shall indemnify, defend, protect and hold harmless Landlord and each of the Landlord Parties from and against any and all Claims that arise out of, are occasioned by or are in any way attributable to: (a) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tenant or any Tenant Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided that Tenant shall not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise out of the gross negligence or willful misconduct of Landlord, its agents or employees.
7. Tenanl Improvements. Landlord consents to (but does not require) Tenant's completion of certain improvements to the Premises (collectively, the "Tenant Improvements"), subject to the terms and conditions of Exhibit A attached hereto and made a part hereof.
8. As-Is Condition. Tenant accepts the Premises in its "AS-IS, WHERE-IS" condition as of the Effective Date. and Landlord makes no representation or warranty concerning the condition of the Leased Premises and has no obligation to construct, remodel, improve, repair, decorate or paint the Premises or any improvement on or a part of the Premises, except as may be otherwise set forth in the Lease. Tenant represents that (a) it has been in possession of the Premises pursuant to the Lease, (b) it has inspected the Premises prior to execution of this First Amendment, ( c) it is not relying on any statement, representation or warranty of Landlord, its employees or agents, and (d) is fully satisfied with the condition of the Premises. 2 5910216.11
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9. following:
Parking. Section 2.3.2(c)(ii) is hereby deleted in its entirety and replaced with the "Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without charge: (A) a number of Short Term Project Parking Validations (defined below) equal to the product of thirty (30) and the number of days in such calendar month (during the Term) and (B) a number of Long Term Project Parking Validations ( defined below) equal to the product of one hundred eighty ( 180) and the number of days in such calendar month (during the Term), in each case to be used only by Tenant's Business Customers for parking in the Parking Facilities without charge; provided that (x) Landlord shall not, at any time during the Term, be required under this Section
2.3.2(c)(ii) to provide a number of Project Parking Validations in any calendar month in excess of a number equal to the product of two hundred ten (210) and the number of days in such calendar month (during the Term) and (y) any Project Parking Validations provided by Landlord with respect to any particular calendar month that are not used during such calendar month shall, at the election of Landlord, either: ( 1) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section 2.3.2(c)(ii) for subsequent calendar months. No Project Parking Validations provided by Landlord to Tenant under this Section 2.3.2(c)(E) shall be used to accommodate parking, without charge, by any patiicular Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any pa1iicular day). "Short Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to twenty (20) minutes without charge. "Long Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to one (I) hour without charge."
I 0. No Default. Each of Landlord and Tenant hereby affirm to each other that as of the Effective Date no breach, default, event of default, or other act, error, or omission which, with the giving of notice or passage of time or both would constitute a breach, default, or event of default by such party has occurred and is continuing under the Lease beyond any applicable notice or cure period.
l l. Affirmation of Lease Terms. Except as modified by this First Amendment, Landlord and Tenant hereby ratify the Lease and agree that the Lease shall remain unchanged and shall continue in ful I force and effect. fn the event there is any conflict between the terms of the Lease and the terms set forth in this First Amendment, the terms specifically set out in this First Amendment shall control. From and after the Effective Date, any and all references to "the Lease" or "this Lease'' in the Lease shall mean the Lease as modified by this First Amendment.
12. Mutual Authorization Repr sentation. Each of Landlord and Tenant hereby represent and warrant to each other that: (a) this First Amendment (and each term and provision hereat) has been duly and appropriately authorized and executed by such party through proper written corporate or limited liability company action and approval; and (b) no additional consent, agreement, or approval is required with respect hereto. 3 5910216.11
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13. Brokerage. Landlord and Tenant each represent that they had no dealings with any real estate broker, finder, or other person with respect to this First Amendment in any manner, other than Lee & Associates Newport Beach, Inc. representing Tenant ("Tenant's Broker") and Newmark representing Landlord ("Land lord's Broker" and collectively with Tenant's Broker, the ·'Brokers"). Landlord shall pay Brokers a leasing commission in connection with this First Amendment pursuant to separate agreement. Tenant shall indemnify and hold Landlord harmless f
rom any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any other real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of Tenant. Landlord shall indemnify Tenant and hold Tenant harmless f
rom any cost, expense or liability (including costs of
suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of Landlord.
14. Miscellaneous. The submission of an unsigned copy of this First Amendment to Tenant shall not constitute an offer. This First Amendment (a) shall be binding upon an inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns, (b) may be executed in two or more counterparts, all of which together shall constitute but one and the same agreement, (c) shall be governed by and construed in accordance with the laws of the State of California and both 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, (d) shall constitute the entire agreement between the parties relating to the subject matter hereof, al I prior negotiations, agreements, and understandings ( not including the Lease, as amended), whether oral or written, being hereby superseded and terminated, and (e) shall become effective and binding only upon execution and delivery by both Landlord and Tenant.
The execution of facsimiles, including the use of electronic signatures, of this First Amendment shall be binding on the parties hereto.
17. and Counterparts. Landlord and Tenant agree: (a) that a party's electronic signature with respect to this Lease has been executed or adopted by the signatory with the intent to sign, and be bound by, this Lease; (b) delivery of this Lease via electronic transmission or other electronic means shall be valid delivery for all purposes; (c) this Lease and any additional information incidental hereto may be maintained as electronic records; (d) photocopies, facsimile transmissions, electronic images and other copies of this Lease and/or its signature pages, shall be valid, binding, effective and enforceable the same as originals for all purposes, and may be so admitted in any judicial proceeding, regulatory proceeding or arbitration, and in making proof of this Lease it shall be unnecessary to produce the original hereof or any or all original signature pages; and ( e) each party agrees to take any and all reasonable actions, if any, as may be necessary or as may be reasonably requested by any other party to this Lease to further evidence such party's intent to be bound by the provisions of this Lease and to ensure compliance with the provisions of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 700 I, et seq., the Uniform Electronic Transactions Act as incorporated into applicable law, and any other applicable law pet1aining to electronic signatures.
[Remainder of Page intentionally Blank; Signature Page Follows] 4 5910216.11
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City Council 38 – 7 6/6/2023
IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment to be effective as of the date first set forth above.
ATTEST:
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:
SONIA R. CARY ALHO
City Attorney
By: Jose Montoya, Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Mike Garcia
Executive Director
Community Development Agency
CITY OF SANTA ANA (TENANT):
Kristine Ridge
City Manager
LANDLORD:
SANTA ANA CA J SGF, LLC,
a Delaware limited liability company
Mike Garcia - Executive Director Community Development Agency [SIGNATURE PAGE TO FIRST AMENDMENT TO OFFICE LEASEJ
5910216.11
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City Council 38 – 8 6/6/2023
EXHIBIT A
WORK LETTER
THIS WORK LETTER (this "Work Letter") is attached to and incorporated into the First Amendment. Supplementing the provisions of the Lease (as amended by the First Amendment), but without limiting those provisions, Landlord and Tenant agree as follows with respect to the Tenant Improvements to be installed in the Premises.
1. Purpose. This Work Letter establishes responsibilities for the design and construction of the Tenant Improvements as well as the allocation of the costs of the Tenant Improvements. The terms, conditions, and requirements of the Lease, except where clearly inconsistent or inapplicable to this Work Letter, are incorporated into this Work Letter.
2. Definitions. The following defined terms used in this Work Letter shall have the meanings set forth below. Unless provided to the contrary herein, any other capitalized term that is not defined in this Work Letter shall have the meaning given to that term in the Lease. (a) "Approved Working Drawings" is defined in tion 3(c) hereof. (b) "Building Systems" means the structural portions of the Building, the common area restrooms, elevators, the Building's HV AC, mechanical, electrical, plumbing, and fire and life safety systems and equipment (including, but not limited to, the fire alarm and fire sprinklers).
(c) "Contractor'' means the general contractor engaged by Landlord for performance of the Landlord Work pursuant to ection 4 hereof. (d) "Cost Proposal" is defined in Section 5(a) hereof.
(e) "Days" means, unless otherwise indicated, calendar days. (t) "Landlord Coordination Fee'' means a fee equal to five percent (5%) of the hard and soft costs of the Landlord Work charged by Landlord for its services in managing the design and construction of the Tenant Improvements, and such fee will be included in the cost of the Landlord Work and deducted from the Tenant Allowance. (g) '·Landlord's Representative" means Dana Duarte as the only person authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other communication from or on behalf of Landlord in connection with this Work Letter unless such communication is in writing from Landlord's Representative. Landlord may change the Landlord's Representative at any time upon not less than five (5) days' advance written notice to Tenant.
(h) ·'Landlord Work" means all work necessary and appropriate to complete the Tenant Improvements in accordance with this Work Letter and the Lease. 6 5910216.11
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(i) ·'Over-Allowance Amount" is defined in Section 1 0(d) hereof.
U) "Permits" is defined in ection 6(a) hereof.
(k) "Punch List Work" means those minor corrections of construction or decoration details, and minor mechanical adjustments, that are required to cause any applicable po11ion of the Tenant Improvements as constructed to conform to the Approved Plans in all material respects and that do not materially interfere with Tenant's use or occupancy of the Building and the Premises.
(I) "Space Plan'' is defined in Section 3{a) hereof
(m) "Space Plan Allowance" shall be Zero and 15/100 Dollars ($0.15) per rentable square foot of the Premises (i.e., up to $2,898.15), based on 19,321 rentable square feet of the Premises, and shall be included in the Tenant Allowance and deducted therefrom.
(n) '·Substantial Completion" of the Tenant Improvements shall be deemed to have occurred on the date that: (i) all Landlord Work has been performed in accordance with the terms of this Work Letter, other than any Punch List Work; and (ii) if required, Landlord has obtained and delivered to Tenant a permanent or temporary certificate of occupancy ("COO") with respect to the Premises, except to the extent the same cannot be obtained by reason of the incompletion of installations or other work that is the responsibility of Tenant (such as, but not limited to, the installation and making operational of Tenant's systems and telecommunications equipment), in which case Landlord shall obtain the same within a reasonable time after the same can be obtained. ( o) "Tenant Allowance" sh al I be Twenty-Eight and 00/100 Dollars ($28.00) per rentable square foot of the Premises (i.e., up to $540,988.00), based on 19,321 rentable square feet of the Premises.
(p) ·'Tenant Contractor" or "Tenant Contractors'' means any employees, agents, contractors, consultants, subcontractors, mechanics, suppliers and invitees of Tenant, whether or not directly employed by Tenant, each of whom shal I be reasonably approved by Landlord before they may work in the Building. 5910216.11
(q) "Tenant Delay" means a delay caused by any of the following:
(i) Tenant's failure to timely approve the Working Drawings or any other matter requiring Tenant's approval;
(ii) a breach by Tenant of the terms of this Work Letter or the Lease; (iii) Tenant's request for changes in any of the Working Drawings, but only if such a request actually causes a delay to Substantial Completion of the Premises;
7 EXHIBIT 1
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(iv) Tenant's requirement for: (A) materials, components, finishes, or improvements which are different from, or not included in, Landlord's standard tenant improvement items for the Building (which have been provided to Tenant and of which Tenant acknowledges receipt); or (B) materials that are not available in a commercially reasonable time given the estimated date of Substantial Completion of the Premises, but only to the extent that such a requirement actually causes a delay to Substantial Completion of the Premises; or (v) any other acts or omissions of Tenant, or of any of the Tenant Contractors, their agents, or employees that continue more than one ( 1) day after written notice thereof by Landlord.
(r) "Tenant FF&E Allowance: means a portion of the Tenant Allowance in the amount of up to Ten and 00/ I 00 Dollars ($10.00) per rentable square foot of the Premises (i.e., up to $193,210.00), which Tenant may use for Tenant's furniture, fixtures and equipment to be purchased and installed in the Premises and any costs of data cabling and IT infrastructure in connection with Tenant's furniture, fixtures and equipment. (s) ''Tenant's Representative" means the Executive Director, Community Development, or the Economic Development Manager or their designee (either such individual acting alone) as the only person[s] authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry, or other communication from or on behalf of Tenant in connection with this Work Letter unless such communication is in writing from Tenant's Representative.
Tenant may change the Tenant's Representative[s] at any time upon not less than five (5) days' advance written notice to Landlord.
3. (t) ''Working Drawings'' is defined in Secti n 3(b) hereof.
Plan Approval.
(a) Prior to commencement of the Landlord Work, Landlord and Tenant shall approve detailed space plans ( collectively, the "Space Plan") for the construction of the Tenant Improvements, which space plans shall be prepared by Landlord's architect and subject to Tenant's reasonable approval within ten (10) days after receipt thereof. (b) Promptly following Tenant's approval of the Space Plan, Landlord shall cause its architect and engineers to prepare and deliver to Tenant detailed specifications and engineered working drawings for the Tenant Improvements shown on the Space Plan, with such modifications to the Space Plan as shall be necessary to comply with the requirements of the Building Systems of the Building (the "Working Drawings"). (c) Tenant shall approve or disapprove the Working Drawings in writing within fourteen (14) business days after receipt. Tenant may only disapprove the Working Drawings to the extent such Working Drawings are inconsistent with the Space Plan and only if Tenant delivers to Landlord, within such fourteen (14) business day period, specific changes proposed by Tenant which are consistent with the Space Plan. If any such revisions are timely and properly proposed by Tenant, Landlord shall cause its architect and 8 5910216.11
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engineers to revise the Working Drawings to incorporate such revisions and submit the same for Tenant's approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord's and Tenant's written approval of the Working Drawings, including any agreed changes pursuant to Sections 5 and 6, the same shall be known as the "Approved Working Drawings''.
4. Construction Contracts. Landlord shall enter into a construction contract for the performance of the Landlord Work with the Contractor. Landlord shall use commercially reasonable efforts to obtain at least three (3) bids from each trade ( other than mechanical, electrical, plumbing, and fire/life safety, for each of which Landlord shall require all work to be performed by Landlord's approved subcontractor for such trade) and shall select the lowest qualified bidder unless otherwise approved by Tenant in writing. Landlord shall require its Contractor to exercise reasonable effotts to avoid disruption of Tenant's business and to protect the health & safety of Tenant, its employees and its guests. This shall include, at a minimum, using all feasible methods to minimize danger, noise, vibration, fumes, dust and other pollution, and to the extent practicable, perform work outside of normal business hours.
5. Cost Estimate.
(a) Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of the Tenant Improvements (the ·'Cost Proposal''). The Cost Proposal shall be provided to Tenant on an open book basis (i.e., Landlord shall make available to Tenant the economic terms of the construction agreement with the Contractor (including, without limitation, the cost of labor and materials, contractor fees and permit fees), as well as all bids received by Landlord for the Landlord Work, and reasonable documentation supporting Landlord's estimate of plan preparation costs and all other costs of the Landlord Work).
(b) Within ten (10) days of the receipt of the same, Tenant shall either: (i) approve the Cost Proposal; or (ii) have a one-time right to propose modifications to the Working Drawings so that the Cost Proposal does not exceed the amount of the Tenant Allowance. With the exception of the City's one-time right to modify as provided in this section, any proposed changes to the Working Drawings (other than changes that make the Working Drawings conform to the Space Plan) shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord approves the proposed revisions: (A) Landlord shall have the Working Drawings revised in accordance with the approved revisions; and (B) Landlord shall submit a revised Cost Proposal to Tenant. Tenant shall notify Landlord in writing within ten ( 10) days whether it desires to proceed with such revisions. If Tenant fails to approve such revisions and revised Cost Proposal within such ten ( 10) day period; such failure shall be deemed to be a Tenant Delay. Any delays arising from further changes to the Working Drawings requested by Tenant shall be deemed to be Tenant Delays.
(c) Tenant's final written approval of the Cost Proposal and the Approved Working Drawings shall be authorization by Tenant for Landlord to purchase all materials 9 5910216,11
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set forth in the Cost Proposal and to promptly commence the construction of the Tenant Improvements in accordance with the Approved Working Drawings.
6. Performance of the Landlord Work.
(a) Landlord shall cause the Contractor to obtain all applicable building permits for construction of the Landlord Work ( collectively, the "Permits''), and to perform the Landlord Work in a good and workmanlike manner and in compliance with the Permits and all applicable Laws in effect at the time of construction. All costs associated with obtaining Permits will be deducted from the Tenant Allowance. (b) If any local governmental agency requires revisions to the Approved Working Drawings, Tenant shall be deemed to have approved any adjustments to the Approved Working Drawings and the Cost Proposal resulting therefrom. If any Authority issuing Permits for the construction of the Tenant Improvements shall impose terms or conditions upon the construction thereof that: (i) are inconsistent with Landlord's obligations hereunder; (ii) increase the cost of constructing the Tenant Improvements; or (iii) will materially delay the construction of the Tenant Improvements, Landlord and Tenant shall reasonably and in good faith seek means by which to mitigate or eliminate any such adverse terms and conditions.
7. Change Requests. No changes to the Approved Working Drawings or the agreed Cost Proposal may be made without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. If Tenant requests a change that would directly or indirectly delay the Substantial Completion of the Tenant Improvements, Landlord shall not be obligated to make such change unless Tenant agrees in writing that such delay (in the amount reasonably determined by Landlord) is a Tenant Delay. ff Tenant requests a change to the Approved Working Drawings that increases the agreed Cost Proposal, Landlord shall not be obligated to make such change unless Tenant agrees in writing to pay any such increase in costs in accordance with Section
10. 8. Subshrntial Completion. When Landlord's architect certifies that the Landlord Work is Substantially Complete, Landlord shall notify Tenant thereof in writing. Tenant's Representative and Landlord's Representative shall at a mutually convenient date and time [but in no event later than ten ( I 0) days after such notice] conduct a joint walk-through of the Premises in order to review the Tenant Improvements. Based upon said walk-through, Landlord's Representative and Tenant's Representative shall prepare a list of Punch List Work and, subject to Force Majeure, Tenant Delays and other causes beyond Landlord's reasonable control, Landlord shall complete the Punch List Work items within thirty (30) days after such joint walk-through. In the event of any dispute as to whether Landlord has Substantially Completed the Tenant Improvements, the City will be afforded an opportunity to provide input before the Landlord's architect renders a final decision on the dispute. The decision of Landlord's architect shall be final and binding on the parties. Tenant agrees that, at the request of Landlord from time to time after the initial inspection, Tenant shall initial such punch list or execute revised lists of Punch List Work to reflect completion or partial completion of prior Punch List Work. 10 5910216.11
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9. Access by Tenant. Subject to the terms hereof and provided that Tenant and its agents do not interfere with the Contractor's work in the Building and the Premises, Landlord shall allow Tenant and any of the Tenant Contractors access to the applicable portions of the Premises at least ten ( I 0) days prior to the Substantial Completion of the Landlord Work for the purpose of installing equipment and/or fixtures (including Tenant's data and telephone equipment) and Tenant's furniture in the Premises. Prior to Tenant's entry into the Premises, Tenant shall submit a schedule to Landlord and the Contractor, for their approval, which schedule shall detail the Tenant Contractors accessing the Premises and the timing and purpose of such entry. In connection with any such entry, Tenant acknowledges and agrees that all Tenant Contractors shall fully cooperate, work in harmony with and not, in any manner, materially interfere with Landlord or Landlord's contractors (including the Contractor), agents, or representatives in performing work in the Building and the Premises, or in performing any inspections, or interfere with the general operation of the Building. If at any time any of the Tenant Contractors shal I not be cooperative or shall otherwise cause or threaten to cause any such disharmony or interference, including, without limitation, labor disharmony, and Tenant fails to immediately institute and maintain corrective actions as directed by Landlord, then Landlord may revoke Tenant's entry rights (as to an individual Tenant Contractor, or as to all Tenant Contractors, as Landlord shall deem appropriate).
Tenant acknowledges and agrees that any such entry into and occupancy of the Premises or any portion thereof by Tenant or any Tenant Contractor shall be deemed to be subject to all the terms, covenants, conditions, and provisions of the Lease, excluding only the covenant to pay Rent (until the occurrence of the Lease Commencement Date).
10. Cost Allocation.
(a) Provided this Lease is in full force and effect, and Tenant is not in default thereunder beyond any applicable notice and cure period, Landlord shall pay (i) the costs of Space Plan in an amount up to, but not exceeding, the Space Plan Allowance, and (ii) the costs of the Tenant Work in an amount up to, but not exceeding, the Tenant Allowance.
Landlord shal I deduct the Landlord Coordination Fee of the Tenant Improvements from the Tenant Allowance.
(b) In no event shall Landlord be obligated to pay for the costs of any of Tenant's furniture, computer systems, telephone systems, equipment, or other personal property (whether or not such items may be depicted on the Approved Working Drawings) that exceed the Tenant FF&E Allowance. Eligible costs that exceed the Tenant FF&E Allowance shall be borne by Tenant.
(c) In the event that all costs associated with the Space Plan and design, permitting, and construction of the Tenant Improvements, including the Landlord Coordination Fee, exceeds the Space Plan Allowance and/or the Tenant Allowance, as applicable, the amount of such excess (the "Over-Allowance Amount") shall be paid by Tenant to Landlord within thirty (30) days following delivery of an invoice by Landlord.
Tenant shall not be responsible for the Over-Allowance Amount if caused by Landlord or Landlord Contractor's own negligence, willful misconduct, or delay.
II
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(d) Tenant shall not be entitled to receive (in cash or as a credit against any rental or otherwise) any portion of the Tenant Allowance not used to pay for the costs of the design, permitting, and construction of the Tenant Improvements.
11. Miscellaneous.
(a) All Tenant Improvements to be performed by Landlord (and any installations in the Premises as set forth in the Approved Working Drawings, or otherwise) shall use Building-standard specifications, materials, finishes, and supplies, unless otherwise specified in the Approved Working Drawings. Landlord, in its sole discretion, may substitute items, materials, or finishes with other items, materials, or finishes of comparable kind and quality. Landlord, at its sole option, may also change mechanical plans and specifications where necessary for the installation or modification of the Building Systems to accommodate the Tenant Improvements, provided that any such changes shall not materially and adversely affect Tenant's use and occupancy of the Demised Premises for the Permitted Use.
(b) Tenant acknowledges that the timely completion of the Tenant Improvements is of the utmost importance to Landlord and Tenant. Accordingly, Tenant hereby agrees to fully and diligently cooperate with all reasonable requests by Landlord in connection with or related to the design and construction of the Tenant Improvements and the completion of the permitting process and, in connection therewith, Tenant shall respond to Landlord's requests for information and/or approvals, except as specifically set forth herein to the contrary, within two (2) days following request by Landlord. Landlord and Tenant, and such other parties as may be useful or appropriate, shall meet on a scheduled basis to be determined by Landlord's Representative and Tenant's Representative, to discuss progress in connection with the same.
(c) lf at any time on or before the Substantial Completion of the Landlord Work, Tenant is in default under this Work Letter or under the Lease. which default remains uncured after the expiration of applicable notice and cure periods, then: (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to instruct the Contractor to cease the construction of the Landlord Work (in which case, Tenant shall be responsible for the Tenant Delay caused by such work stoppage); and (ii) all other obligations of Landlord under the terms of this Work Letter shal I be suspended until such time as such default is fully and finally cured. (d) Landlord hereby assigns to Tenant all warranties by Contractor relating to the Tenant Improvements, which assignment shall be on a non-exclusive basis such that the warranties may be enforced by Landlord and/or Tenant; such warranties shall be for a twelve ( 12) month period.
(e) Any portion of the Tenant Allowance not used within thirty-six (36) months of the Effective Date of this First Amendment shall be forfeited with no further obligation by Landlord with respect thereto. In no event shall Tenant be entitled to apply any unused portion of the Tenant Allowance towards future payments of Base Rent and/or, except as expressly set forth herein, purchase of Tenant's furniture, fixtures and equipment. 12 5910216.11
EXHIBIT 1
City Council 38 – 15 6/6/2023
Page - 1 “RESD Standard Sublease” – (Rev-2/20)
STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES
REAL ESTATE SERVICES DIVISION
STANDARD SUBLEASE FORM
SUBLEASE COVERING PREMISES LOCATED AT
SUBLESSOR'S FED. TAX. I.D., NO. OR SOCIAL SECURITY NO. Lease File No.:
Project No.:
SUBTENANT AGENCY
This Agreement, made and entered into this day of , 20, is a Sublease of that certain Lease Agreement (the “Master Lease”) dated between as Lessor (the “Master Lessor”) and as Lessee.
This sublease agreement is between
hereinafter called the Sublessor, without distinction as to number or gender, and the State of California, acting by and through the Director of the Department of General Services, hereinafter called the State.
WITNESSETH
WHEREAS, under the Master Lease, Sublessor hires from Master Lessor certain premises located at as more particularly described in the Master Lease, and WHEREAS, a copy of the Master Lease is attached hereto, incorporated herein as Exhibit “D” dated and made a part of this sublease by this reference; and WHEREAS, the Master Lease provides that Sublessor shall have the right to sublet any portion of the Master Leased Premises; and Sublessor has obtained necessary consent from the Master Lessor; and
WHEREAS, the and the State of California’s Employment Development Department (EDD) desire to consolidate certain of their operations at a facility currently under Master Lease to the Sublessor;
NOW, THEREFORE, it is mutually agreed between the parties as follows:
1. The Sublessor hereby subleases unto the State and the State hereby hires from the Sublessor those certain premises with appurtenances situated in the City of , County of , State of California, and more particularly described as follows:
Approximately net usable square feet of office space on the floor consisting of net usable square feet of shared space as outlined in green and net usable square feet of exclusive space as outlined in red on the attached Exhibit "A" plan, together with Outline Specifications marked Exhibit "B" and Administrative Requirements marked Exhibit "C", said Exhibits "A" and "B" and "C", Project No. dated , hereby being incorporated into this sublease, and including nonexclusive unobstructed parking spaces contiguous to the subject building, and unlimited use of the building's common facilities.
Preamble
Description
EXHIBIT 2
City Council 38 – 16 6/6/2023
Page - 2 “RESD Standard Sublease” – (Rev-2/20)
2. The term of this sublease shall commence on , and shall end on , with such rights of termination as may be hereinafter expressly set forth.
3. The State may terminate this sublease at any time effective on or after , by giving written notice to the Sublessor at least days prior to the date when such termination shall become effective. If the State fails to complete its move out within the notice period and remains in the premises, additional rent shall be paid and prorated on a thirty (30) day month, based on the actual number of days the State occupies the premises following the effective date of termination.
Remainder of Page Intentionally Left Blank
Term
Early
Termination
City Council 38 – 17 6/6/2023
Page - 3 “RESD Standard Sublease” – (Rev-2/20)
4. Rental payments shall be paid by the State, from legally available funds and subject to the California Constitution, in arrears on the last day of each month during said term as follows:
Rental payable hereunder for any period of time less than one month shall be determined by prorating the monthly rental herein specified based on the actual number of days in the month.
Rental shall be paid to Sublessor at the address specified in Paragraph 5 or to such other address as the Sublessor may designate by a notice in writing. If the premises are not complete pursuant to Paragraph 6 by the date shown in Paragraph 2, it is understood and agreed by and between the parties that, at the State's sole option, the dates shown in Paragraphs 2 and 3 and the dates and dollar amounts shown in Paragraph 4 may be adjusted to the first of the month following the State's acceptance of the completed premises, such acceptance shall not unreasonably be withheld. If the State exercises this option, it is agreed the State will complete unilaterally an amendment to the sublease to revise the herein above stated dates. Any accrued rents for the period of time prior to the unilaterally adjusted commencement date will be paid in accordance with Paragraph 8. Additionally, it is understood and agreed between the parties that, at the State's option, the dates shown in the "CPI Escalator Operating Expenses" paragraph, if incorporated herein, shall be adjusted to reflect the time delay between sublease commencement and the first of the month following the actual acceptance date.
Remainder of Page Intentionally Left Blank
Rent
City Council 38 – 18 6/6/2023
Page - 4 “RESD Standard Sublease” – (Rev-2/20)
5. All notices and correspondence herein provided to be given, or which may be given by either party to the other, shall be deemed to have been fully given when made in writing and either: 1) deposited in the United States Mail, certified and postage prepaid; or 2) sent via an alternate commercial overnight delivery service (i.e. FedEx or similar) with receiver’s signature required; and addressed as follows:
To the Sublessor:
Phone No.: ()
FAX No.: ()
Email:
To the State:
DEPARTMENT OF GENERAL SERVICES, Phone No. (916) 375-4172 REAL ESTATE SERVICES DIVISION FAX No. (916) 375-4029
LEASE MANAGEMENT Email: [email protected]
707 THIRD STREET, SUITE 5-305
WEST SACRAMENTO, CA 95605
ALL NOTICES AND CORRESPONDENCE MUST REFERENCE
TENANT AGENCY AND PREMISES ADDRESS
Rental warrants shall be made payable to:
and mailed to:
Nothing herein contained shall preclude the giving of any such written notice by personal service. The address to which notices and correspondence shall be mailed to either party may be changed by giving written notice to the other party.
6. Sublessor agrees that, prior to , and at Sublessor's sole cost and expense, all required construction, improvements and/or alterations, if any, shall be completed and the subleased premises made ready for State's occupancy in full compliance with Exhibit "A", consisting of # of sheets sheet(s) titled, "Office Quarters, Project No. " dated , and in accordance with Exhibit "B", consisting of # of pages pages, titled, "Outline Specifications, Project No. " dated , and Exhibit "C" consisting of # of pages pages titled, "Administrative Requirements Project No. " dated , which Exhibits "A" and "B" and "C" are by this reference incorporated herein.
7. Sublessor shall notify the State in writing by certified mail of the date the subleased premises will be completed and ready for occupancy at least thirty (30) days prior thereto. Such notice shall be a condition precedent to the accrual of rental hereunder, except however, that if the State occupies the premises prior to the receipt of such notice or prior to the expiration of the notice period of such notice, rental shall commence to accrue as of the date of occupancy.
Following execution of this sublease, and not more than sixty days (60) prior to completion of construction and occupancy under this sublease, State or its contractors or other representatives shall have the right to enter the premises for the purpose of installing certain equipment such as, but not limited to, modular system furniture, and electrical and telecommunications cabling and equipment.
State agrees to indemnify and hold Sublessor harmless from and against any claims, damages, or other injury suffered by Sublessor as a result of the work to be performed pursuant Notices
Completion
and
Compliance
with Plans
and
Specifications
Notice of
Completion
and Access to
Premises
during
Construction
City Council 38 – 19 6/6/2023
Page - 5 “RESD Standard Sublease” – (Rev-2/20)
to this right to enter the premises prior to State's acceptance and occupancy of the premises.
Sublessor agrees to indemnify and hold State and its agents, contractors or other representatives harmless from and against any claims, damages, injury or other harm suffered by reason of the negligence or other wrongful act of Sublessor or any of Sublessor's agents, contractors, or other representatives.
In no event shall the exercise of this right of entry be construed so as to cause an acceleration of the occupancy date of this sublease or the obligation of the State to pay rent.
Sublessor and State shall each make all reasonable efforts to ensure that the respective construction and installation work is scheduled in such a manner so as to not interfere with or delay the other.
In the event that one or the other party causes a delay in the other party’s work, such injured party shall be compensated in the following manner:
Delays caused by the Sublessor:
Credit the State a compensating day of delay in the occupancy date and corresponding day of delay in payment of rent.
Delays caused by the State:
Credit the Sublessor a compensating day of payment of rent from the actual date of occupancy.
Compensation will be in one day increments.
The parties agree that this shall be the sole remedy for delay, in that the calculation of damages in any other manner is too uncertain and not susceptible of accurate determination.
8. Sublessor agrees that if the subleased premises are ready for occupancy prior to the completion date specified above in Paragraph 6, State may elect to occupy the premises on the earliest date practical after its receipt of the herein required completion notice. The rent payable for any such early occupancy by the State shall be at the rate of $ per month, and shall be prorated on a daily basis for any partial month.
9. No rental shall accrue under this sublease, nor shall the State have any obligation to perform the covenants or observe the conditions herein contained until the subleased premises have been made ready for occupancy in accordance with the provisions hereof. It is specifically agreed that in the event the subleased premises are not completed and ready for occupancy by the State on or before , then and in that event the State may, at its option and in addition to any other remedies it may have, terminate this sublease and be relieved of any further obligations hereunder, providing that a fair and reasonable allowance for the following delays shall be added to said time for completion:
A. Acts of the State, its agents or employees, or those claiming under agreement with or grant from the State; or by
B. The acts of God, which Sublessor could not reasonably have foreseen or guarded against; or by
C. Any strikes, boycotts or like obstructive actions by employees or labor organizations and which are beyond control of Sublessor, and which cannot be reasonably overcome; or by D. Restrictive regulations by the Federal Government which are enforced in connection with a National Emergency.
It is understood by all parties hereto that it shall be the Sublessor’s responsibility to remove any prior tenant.
Early
Occupancy
Time limit and
Prior Tenancy
City Council 38 – 20 6/6/2023
Page - 6 “RESD Standard Sublease” – (Rev-2/20)
10. Occupancy of the subleased premises by the State shall not relieve Sublessor in any respect from full compliance at all times with aforesaid Exhibits "A" and "B" and "C". It is further understood and agreed that any installation not in conformity with said Exhibits "A" and "B" and "C" shall be immediately corrected by the Sublessor at Sublessor's sole cost and expense. In the event Sublessor shall, after receiving notice in writing from the State requiring the Sublessor to comply with the requirements of this paragraph in regard to a specified condition, fail, refuse or neglect to remedy such condition, State may terminate this sublease without further obligation, or as to such specified condition, at its option and in addition to any other remedy the State may have, withhold rent due and bring the subleased premises into conformity with said Exhibits at its own cost including State's Administrative costs, if any, and deduct the amount thereof from the rent that may then be or thereafter become due hereunder.
11. Sublessor hereby warrants and guarantees that the space subleased to the State will be operated and maintained free of hazard from Asbestos Containing Materials (ACM) and agrees to the conditions for survey, testing, and abatement of ACM described in Exhibit "B" as applicable.
Sublessor specifically agrees that, in the event the State elects to exercise its rights under the provisions of Paragraph 16 of this sublease, any costs related to abatement or hazard from asbestos shall be the Sublessor's responsibility as described in the aforementioned Exhibit "B."
12. Sublessor, at Sublessor's sole cost and expense, shall clearly mark the parking spaces described hereinabove as assigned to the State of California. Said parking spaces will be arranged and maintained so as to provide unobstructed access to each parking space at any time. In addition to any assigned parking spaces, State and its invitees shall have equal access to common spaces provided to all tenants on a first-come, first-served basis.
13. Sublessor, at Sublessor's sole cost and expense, during the term of this sublease shall furnish the following services, utilities, and supplies to the area subleased by the State, and also to the "common" building areas (if any) such as lobbies, elevators, stairways, corridors, etc., which State shares with other tenants, if any:
A. Sewer, trash disposal, and water service, including both hot and cold water to the lavatories except lavatories in Employment Development Department public toilet rooms in lobby areas which need only cold water.
B. Elevator (if any) service.
C. Electricity and/or gas as necessary to provide power for heating, ventilating, and air conditioning, and electrical or gas service as needed for State's operations.
D. Janitorial services sufficient to maintain the interior in a clean well-maintained condition; that is, to eliminate all visible dust, dirt, litter, grime, stains, smears, finger marks, etc., to the greatest practical degree possible, by performing at least the following:
Daily:
(1) Empty and clean all trash containers, and dispose of all trash and rubbish. (2) Clean and maintain in a sanitary and odor-free condition all floors, wash mirrors, basins, toilet bowls, and urinals.
(3) Furnish and replenish all toilet room supplies (including soap, towels, seat covers, toilet tissue, and sanitary napkins). Furnish and replenish paper towel supply in all areas of the subleased space.
(4) Sweep or dust mop all hard surface floors, and carpet sweep all carpeted areas, including stairways and halls. Offices with hard surface floors in the public lobby area shall be damp-mopped daily.
(5) Remove finger marks and smudges from all glass entrance doors. (6) Specifically check, and if action is needed, then:
a. Dust the tops of all furniture, counters, cabinets, and window sills, (which are free of interfering objects).
Conformity to
Exhibits
Asbestos
Parking
Services,
Utilities, and
Supplies
City Council 38 – 21 6/6/2023
Page - 7 “RESD Standard Sublease” – (Rev-2/20)
b. Remove spots and/or spills from the carpets, floors, and stairways.
As needed, but not less frequently than:
Twice Weekly: Vacuum all carpets.
Weekly:
(1) Damp mop all hard surface floors.
(2) Dust all window blinds.
(3) Treat stainless steel fountains and sinks to eliminate stains and mineral deposits. (4) Spot clean the walls.
Quarterly:
(1) Strip all hard surface floors and apply a new coat of floor finish; buff as necessary to produce a uniformly shining appearance.
(2) Treat carpets for static electricity control (if not integrated in the fabric).
Semi-annually: Wash all windows, window blinds, light fixtures, walls, and painted surfaces.
Annually:
(1) Steam clean carpets to remove all stains and spots. (2) Clean window coverings.
In the event of failure by the Sublessor to furnish any of the above services or supplies in a satisfactory manner, the State may furnish the same at its own cost; and, in addition to any other remedy the State may have, may deduct the amount thereof, including State's Administrative costs, from the rent that may then be, or thereafter become due hereunder.
14. A. During the sublease term, the Sublessor shall maintain the subleased premises in good repair and tenantable condition, so as to minimize breakdowns and loss of the State's use of the premises caused by deferred or inadequate maintenance, including, but not limited to:
(1) Generally maintaining the subleased premises in good, vermin-free, operating condition and appearance.
(2) Furnishing prompt, good quality repair of the building, equipment, and appurtenances.
(3) Furnishing preventative maintenance, including, but not limited to, manufacturer’s recommended servicing of equipment such as elevator (if any), heating, ventilating and air conditioning equipment, and fixtures.
(4) Furnishing and promptly replacing any inoperative light bulbs, fluorescent tubes, ballast, starters, and filters for the heating, ventilating and air conditioning equipment as required.
(5) Furnishing remedial painting as necessary to maintain the premises in a neat, clean and orderly condition.
(6) Annual testing and maintenance of all fire extinguishers in or adjacent to the subleased premises.
(7) Repairing and replacing as necessary intra-building network cable and inside wire cable used for voice and data transmission.
(8) Repairing and replacing parking lot bumpers and paving as necessary. Repaint directional arrows, striping, etc., as necessary.
Repair and
Maintenance
City Council 38 – 22 6/6/2023
Page - 8 “RESD Standard Sublease” – (Rev-2/20)
(9) On a weekly basis, sweeping parking areas and sidewalks, maintaining landscaped areas, including sprinklers, drainage, etc., in a growing, litter-free, weed free, and neatly mowed and/or trimmed condition.
(10) Repairing and replacing floor covering as necessary. Sublessor, at Sublessor's sole cost, shall arrange for moving of furniture and equipment prior and subsequent to the repairing or replacement of floor covering.
(11) Keeping all walkways, parking lots, entrances, and auxiliary areas free of snow, water, oil spills, debris, or other materials which may be hazardous to users of the building.
B. Sublessor shall provide prompt repair or correction for any damage except damage arising from a willful or negligent act of the State's agents, employees or invitees.
C. Except in emergency situations, the Sublessor shall give not less than 24 hours prior notice to State tenants, when any pest control, remodeling, renovation, or repair work affecting the State occupied space may result in employee health concerns in the work environment.
D. In case Sublessor, after notice in writing from the State requiring the Sublessor to comply with the requirements of this paragraph in regard to a specified condition, shall fail, refuse or neglect to comply with such notice, or in the event of an emergency constituting a hazard to the health or safety of the State's employees, property, or invitees, the State may terminate this sublease without further obligation or at its option, perform such maintenance or make such repair at its own cost and, in addition to any other remedy the State may have, may withhold rent due and deduct the amount thereof, including necessary costs incurred by the State required for the administration of such maintenance and repairs, from the rent that may then be or thereafter become due hereunder.
E. Sublessor understands and agrees that State shall not assume any of Sublessor’s obligations under the Master Lease.
15. In addition to any painting completed prior to the commencement of this sublease, and touch-up painting required after initial occupancy upon receipt of written request from the State, Sublessor agrees at Sublessor's sole cost and expense to repaint all painted surfaces ([X] interior and [ ] exterior) of the subleased premises in accordance with the attached Exhibits "A" and "B".
In no event shall Sublessor be required to repaint more than once during the first sixty (60) month period of this sublease after the painting completed prior to the commencement date, and once during any succeeding sixty (60) month period. Sublessor shall, within forty-five (45) days from the giving of any such notice, arrange for and complete the painting. Colors are to be approved by the State. Sublessor, at Sublessor's sole cost, shall arrange for moving of furniture and equipment prior and subsequent to the repainting, and provide drop cloths, and covers as necessary.
16. The State shall have the right during the existence of this sublease to make change orders and alterations; attach fixtures; and erect additions, structures, or signs in or upon the subleased premises. Such fixtures, additions, structures, or signs so placed in or upon or attached to the premises under this sublease or any extension hereof shall be and remain the property of the State and may be removed therefrom by the State prior to the termination or expiration of this sublease or any renewal or extension hereof, or within a reasonable time thereafter.
In the event alterations, fixtures, additions, structures, or signs in or upon the subleased premises are desired by State and State elects not to perform the work, any such work, when authorized in writing by the State shall be performed by the Sublessor in accordance with plans and specifications provided by State. Sublessor agrees to obtain competitive bids from at least three licensed contractors and to contract with the lowest bidder. Sublessor further agrees that the overhead and profit for the work shall not exceed fifteen percent (15%) total for Sublessor and any general contractor combined. Within forty-five (45) days after receiving Sublessor's notice of completion of the requested work and an invoice requesting payment therefor, together with a Painting
Change
Orders and
Alterations
City Council 38 – 23 6/6/2023
Page - 9 “RESD Standard Sublease” – (Rev-2/20)
complete detailed accounting of all costs for each trade, State agrees to reimburse Sublessor by a single total payment for the cost of such work.
17. The State shall not assign this sublease without prior written consent of the Sublessor, which shall not be unreasonably withheld, but shall in any event have the right to sublet the subleased premises.
18. The Sublessor agrees that the State, while keeping and performing the covenants herein contained, shall at all times during the existence of this sublease, peaceably and quietly have, hold, and enjoy the subleased premises without suit, trouble, or hindrance from the Sublessor or any person claiming under Sublessor.
19. The Sublessor reserves the right to enter and inspect the subleased premises at reasonable times, and to render services and make any necessary repairs to the premises.
20. If the subleased premises are totally destroyed by fire or other casualty, this sublease shall terminate. If such casualty shall render ten percent (10%) or less of the floor space of the subleased premises unusable for the purpose intended, Sublessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days.
In the event such casualty shall render more than ten percent (10%) of such floor space unusable but not constitute total destruction, Sublessor shall forthwith give notice to State of the specific number of days required to repair the same. If Sublessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option may terminate this sublease or, upon notice to Sublessor, may maintain occupancy and elect to undertake the repairs itself, deducting the cost thereof from the rental due or to become due under this sublease and any other sublease between Sublessor and State.
In the event of any such destruction other than total, where the State has not terminated the sublease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Sublessor shall diligently prosecute the repair of said premises and, in any event, if said repairs are not completed within the period of thirty (30) days for destruction aggregating ten percent (10%) or less of the floor space, or within the period specified in Sublessor's notice in connection with partial destruction aggregating more than ten percent (10%), the State shall have the option to terminate this sublease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this sublease and any other sublease between Sublessor and State.
In the event the State remains in possession of said premises though partially damaged, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the subleased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.
It is understood and agreed that the State or its agent has the right to enter its destroyed or partially destroyed subleased facilities no matter what the condition. At the State's request, the Sublessor shall immediately identify an appropriate route through the building to access the State subleased space. If the Sublessor cannot identify an appropriate access route, it is agreed that the State may use any and all means of access at its discretion in order to enter its subleased space.
Assignment
and
Subletting
Quiet
Possession
Inspection
Destruction
City Council 38 – 24 6/6/2023
Page - 10 “RESD Standard Sublease” – (Rev-2/20)
21. To the extent authorized by any fire and extended coverage insurance policy issued to Sublessor on the herein subleased premises, Sublessor hereby waives the subrogation rights of the insurer, and releases the State from liability for any loss or damage covered by said insurance.
22. For those projects defined as "public works" pursuant to Labor Code §1720.2, the following shall apply:
A. Sublessor/contractor shall comply with prevailing wage requirements and be subject to restrictions and penalties in accordance with §1770 et seq. of the Labor Code which requires prevailing wages be paid to appropriate work classifications in all bid specifications and subcontracts.
B. The Sublessor/contractor shall furnish all subcontractors/employees a copy of the Department of Industrial Relations prevailing wage rates which Sublessor will post at the job site. All prevailing wage rates shall be obtained by the Sublessor/contractor from:
Department of Industrial Relations
Division of Labor Statistics and Research
455 Golden Gate Avenue, 8th Floor
San Francisco, California 94102
Phone:(415) 703-4774
Fax: (415) 703-4771
For further information on prevailing wage: http://www.dir.ca.gov/dlsr/statistics_research.html C. Sublessor/contractor shall comply with the payroll record keeping and availability requirement of §1776 of the Labor Code.
D. Sublessor/contractor shall make travel and subsistence payments to workers needed for performance of work in accordance with the Labor Code.
E. Prior to commencement of work, Sublessor/contractor shall contact the Division of Apprenticeship Standards and comply with §1777.5, §1777.6, and §1777.7 of the Labor Code and Applicable Regulations
23. During the performance of this sublease, the Sublessor shall not deny benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age, or sex. Sublessor shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.
Sublessor shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Section 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Government Code, Sections 11135-11139.8), and the regulations or standards adopted by the awarding State agency to implement such article.
24. The State of California supports the use of Disabled Veteran Business Enterprise (DVBE) and we encourage the Sublessor to utilize DVBEs when contracting for tenant improvements and services. Sublessor shall complete the DVBE Program Certification Sheet (Form F) attached in Exhibit “C” herein prior to acceptance and occupancy of this sublease. Sublessor may refer to the following internet link for DVBE guidelines and instructions.
Disabled Veteran Business Enterprise (DVBE) Program Guidelines
25. Within fifteen (15) days after occupancy of the subleased premises by the State, Sublessor shall provide the State with the name, address, and telephone number of an agency or person convenient to the State as a local source of service regarding the Sublessor's Subrogation
Waived
Prevailing
Wage
Provision
Fair
Employment
Practices
DVBE
Participation
Service
Companies
City Council 38 – 25 6/6/2023
Page - 11 “RESD Standard Sublease” – (Rev-2/20)
responsibilities under this sublease as to repairs, maintenance, and servicing of the premises and any or all related equipment, fixtures, and appurtenances.
26. Sublessor agrees that the rental provided under the terms of Paragraph 4 hereof is based in part upon the costs of the services, utilities, and supplies to be furnished by Sublessor in accordance with Paragraph 13 hereof. In the event the State vacates the premises prior to the end of the term of this sublease, or, if after notice in writing from the State, all or any part of such services, utilities, or supplies for any reason are not used by the State, then, in such event, the monthly rental as to each month or portion thereof as to which such services, utilities, or supplies are not used by the State shall be reduced by an amount equal to the average monthly costs of such unused services, utilities, or supplies during the six-month period immediately preceding the first month in which such services, utilities, or supplies are not used.
27. In the event the State remains in possession of the premises after the expiration of the sublease term, or any extension or renewal thereof, this sublease shall be automatically extended on a month to month basis, subject to thirty (30) days termination by either party, and otherwise on the terms and conditions herein specified, so far as applicable. If the last rental amount shown in Paragraph 4 included the amortization of a capital sum expended by Sublessor for certain alterations and improvements, as described in a separate paragraph herein, and the capital sum has been fully amortized, the holdover rent shall be reduced by the amount of the monthly amortization. If the State fails to vacate the premises within the notice period and remains for an extended period, additional rent shall be paid and prorated on a thirty (30) day month, based on the actual number of days the State occupies the premises following the effective date of termination. In the event the Holding Over period lasts longer than one hundred and eighty (180) days, the State may unilaterally, reduce the monthly rent to seventy percent (70%) of the last base rental amount paid less any amortization under paragraph (4). Notwithstanding the aforementioned option to reduce the monthly rent; anytime during the Holding Over period, the State may unilaterally relinquish any proportion of the Premises thereby reducing the net usable square feet specified in paragraph (1) herein and reduce the monthly rent in proportion to the reduction in net usable square feet. It is understood and agreed by and between the parties that the State, at the State’s sole option, may unilaterally amend the sublease to exercise options described herein.
28. Upon termination or expiration of this sublease, the State will peacefully surrender to the Sublessor the subleased premises in as good order and condition as when received, except for reasonable use and wear thereof and damage by earthquake, fire, public calamity, the elements, acts of God, or circumstances over which State has no control or for which Sublessor is responsible pursuant to this sublease. The State shall have no duty to remove any improvements or fixtures placed by it on the premises or to restore any portion of the premises altered by it, save and except in the event State elects to remove any such improvements or fixtures and such removal causes damages or injury to the subleased premises, and then only to the extent of any such damage or injury.
29. Time is of the essence of this sublease, and the terms and provisions of this sublease shall extend to and be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns to the respective parties hereto. All of the parties hereto shall be jointly and severally liable hereunder.
30. It is mutually understood and agreed that no alterations or variations of the terms of this sublease shall be valid unless made in writing and signed by the parties hereto, and that no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto.
Service Credit
Holding Over
Surrender of
Possession
Time of
Essence,
Binding upon
Successors
No Oral
Agreements
City Council 38 – 26 6/6/2023
Page - 12 “RESD Standard Sublease” – (Rev-2/20)
31. Pursuant to California Civil Code §1938, the Sublessor states that the subleased premises:
☐ have not undergone an inspection by a Certified Access Specialist (CASp). A CASp can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the premises, the Sublessor may not prohibit the tenant from obtaining a CASp inspection of the premises for occupancy by the tenant, if requested by the tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.
☐ have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the leased premises met all applicable construction-related accessibility standards pursuant to California Civil Code §55.53 et seq. Sublessor shall provide a copy of the current disability access inspection certificate and any inspection report to the State within seven days of the date of execution of the lease pursuant to subdivision (b).
☐ have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the leased premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code §55.53 et seq. Sublessor shall provide a copy of any inspection report to the State prior to the execution of the Lease. If the report is not provided to the State at least 48 hours prior to execution of the sublease, the State shall have the right to rescind the sublease, based upon the information contained in the report, for 72 hours after execution of the sublease.
Remainder of Page Intentionally Left Blank
ConstructionRelated
Accessibility
Standard
Compliancy
Act
City Council 38 – 27 6/6/2023
Page - 13 “RESD Standard Sublease” – (Rev-2/20)
IN WITNESS WHEREOF, this sublease has been executed by the parties hereto as of the dates written below
STATE OF CALIFORNIA
Approval Recommended
DEPARTMENT OF GENERAL SERVICES
REAL ESTATE SERVICES DIVISION
ASSET MANAGEMENT BRANCH
By
, Real Estate Officer
Real Estate Leasing and Planning Section
Date
Approved
DIRECTOR OF THE DEPARTMENT
OF GENERAL SERVICES
By
, Leasing Manager
Real Estate Leasing and Planning Section
Date
SUBLESSOR
By
,
Date
By
,
Date
By
,
Date
City Council 38 – 28 6/6/2023
ES: 5/19/2023 2:27:34 PM CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 1 of 4 First Amendment to Sublease CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana
801 W. Civic Center, Suite 200
Santa Ana, CA 92705
FIRST AMENDMENT TO SUBLEASE
THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT (“First Amendment”) is made and entered into on , 2023, (“Effective Date”), by and between CITY OF SANTA ANA a charter city and municipal corporation, organized and existing under the Constitution and laws of the State of California, (hereinafter referred to as “Sublessor”) and the COUNTY OF ORANGE, a political subdivision of the State of California (hereinafter referred to as “County”), without regard to number and gender.
Sublessor and County may sometimes hereinafter be referred to individually as “Party” or jointly as “Parties.”
R E C I T A L S
I. Pursuant to a sublease dated May 7, 2019 No. A-2019-071 (“Sublease”), County subleases from Sublessor approximately 1,260 rentable square feet of office space in the building located at 801 W.
Civic Center, Suite 200, in the City of Santa Ana, State of California (“Premises”).
II. The Sublessor intends to extend the term of its Master Lease with CF Santa Ana, LLC (“Owner”) until June 30, 2033.
III. The County and Sublessor intend to enter into a new Memorandum of Understanding (“MOU”) agreement which will commence on July 1, 2023, and terminate on June 30, 2025, for County to continue to provide CalWORKs services (‘Services”) at the Premises.
IV. The Parties have agreed to also amend the Sublease consistent with the terms below, to extend the term through June 30, 2025, to be coterminous with the new MOU and to adjust rent.
NOW, THEREFORE, in consideration of the Recitals, above, which are incorporated herein by this reference, the Parties do herby agree to amend the Sublease as of the Effective Date first written above as follows:
A. Clause 6 TERM (1.6 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted:
“6. TERM (1.6 S)
The term of this Sublease commenced on May 7, 2019 (“Commencement Date”) and shall terminate on June 30, 2025, unless otherwise terminated consistent with Clause 8 (OPTION TO TERMINATE SUBLEASE) of this Sublease.”
EXHIBIT 3
City Council 38 – 29 6/6/2023
ES: 5/19/2023 2:27:34 PM CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 2 of 4 First Amendment to Sublease B. Clause 9 RENT (1.9 N) is hereby deleted from the Sublease in its entirety and the following clause is substituted:
“9. RENT (1.9 N)
County agrees to pay to Sublessor as rent for the Premises the sum of Three Thousand Three Hundred and 19/100 Dollars ($3,300.19) per month commencing on July 1, 2023 (“Rent Commencement Date”) and adjusted annually pursuant to the Rent Adjustment schedule in clause 10 (RENT ADJUSTMENT) below.
To obtain rent payments and payment of any amounts hereunder Sublessor (or Sublessor’s designee) shall submit to SSA/Facilities Services Manager, in a form acceptable to said SSA/Facilities Services Manager, a written claim for said rent payments.
Payment shall be due and payable within twenty (20) days after the later of the following:
A. The first day of the month following the month earned; or B. Receipt of Sublessor’s written claim by the SSA/Facilities Services Manager.
Payment shall be due and payable within twenty (20) days after the first day of the month following the month earned.”
C. Clause 10 RENT ADJUSTMENT (2.0 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted:
“10. RENT ADJUSTMENT (2.0 S)
The monthly Rent payable by County for the Premises (“Rent”) shall be automatically adjusted as follows:
Period Monthly Rent Per Square Foot
7/1/24-6/30/25 $3,399.20 $2.70
The monthly Rent, above, is the amount to be paid by County. The “Per Square Foot” rate, above, is an estimate for statistical purposes only and for no other purpose.” D. Wherever a conflict in the terms or conditions of this First Amendment and the original Sublease exists, the terms and conditions of this First Amendment shall prevail. In all other respects, the terms and conditions of the Sublease not specifically changed by this First Amendment shall remain in full force and effect.
//
//
//
[Signatures on the following page]
EXHIBIT 3
City Council 38 – 30 6/6/2023
ES: 5/19/2023 2:27:34 PM CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 3 of 4 First Amendment to Sublease This First Amendment may be executed in one or more electronic or original counterparts, each of which will be deemed an original signature, but all of which together will constitute one and the same instrument.
WITNESS WHEREOF, the Parties have executed this First Amendment the day and year first above written.
APPROVED AS TO FORM:
OFFICE OF COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA
By
Date
RECOMMENDED FOR APPROVAL:
SOCIAL SERVICES AGENCY
By: _________________________________
Dorthe Lee, Director of Administration
COUNTY EXECUTIVE OFFICE
By
CEO/RE Administrative Manager
SUBLESSOR
City of Santa Ana
Attest:
Jennifer L. Hall
City Clerk
Kristine Ridge
City Manager
APPROVED AS TO FORM:
City Attorney
Jose Montoya
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Michael Garcia
Executive Director
Community Development Agency
[Signatures continued on the following page]
EXHIBIT 3
City Council 38 – 31 6/6/2023
ES: 5/19/2023 2:27:34 PM CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 4 of 4 First Amendment to Sublease
SIGNED AND CERTIFIED THAT A
COPY OF THIS DOCUMENT HAS BEEN
DELIVERED TO THE CHAIR OF THE BOARD
PER GC § 25103, RESO. 79-1535
Attest:
ROBIN STIELER
Clerk of the Board of Supervisors
of Orange County, California
COUNTY
COUNTY OF ORANGE
Chairman of the Board of Supervisors
Orange County, California
EXHIBIT 3
City Council 38 – 32 6/6/2023
Memorandum of Understanding
For
Santa Ana Workforce Development Board
and the
County of Orange Social Services Agency
EXHIBIT 3a
City Council 38 – 33 6/6/2023
MEMORANDUM OF UNDERSTANDING
1. LEGAL AUTHORITY
The Workforce Innovation and Opportunity Act ("WIOA'') sec. 121(c)(l) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ("MOU") with each America's Job Center of California ("AJCC") Partner, consistent with WIOA Sec. 12l(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 Code of Federal Regulations (CFR) 678.500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance.
Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CFR part 200.
2. PARTIES
The parties to this MOU are the City Council of the City of Santa Ana, the Santa Ana Workforce Development Board ("SA WDB"), and the County of Orange Social Services Agency ("SSA"), a collocated one-stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701.
3. PURPOSE
The purpose of the MOU is consistent with the provisions ofWIOA sec. 121(c)(l), to establish a cooperative working relationship between the SA WDB and SSA, the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing ofresources and costs.
4. DURATION
The term of this MOU shall commence on July 1, 2023, and end on June 30, 2025, unless earlier terminated pursuant to the provisions of Paragraph 32 of this MOU; however, the Parties shall be obligated to perform such duties as would normally extend beyond this term, including, but not limited to, obligations with respect to indemnification, reporting and confidentiality.
This MOU will be reviewed not less than once every two years to ensure appropriate funding and delivery of services and to identify any substantial changes that require modification of this MOU.
This MOU will remain in effect until the termination date, unless one of the conditions in Paragraph 32occurs.
MA-063-230111379 2
EXHIBIT 3a
City Council 38 – 34 6/6/2023
5. MODIFICATIONS AND REVISIONS
This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU.
6. SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES
Santa Ana's vision rests on integrating current and future resources through its SA WDB Partners.
Integration suggests more than partnering or assembling multiple funding sources. It means maldng certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics. The SAWDB's overall strategies include:
a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base;
c) Educating Santa Ana's current and future workforce through classroom pre-training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; f) Organizing, integrating and supporting social and other services through the SA WDB's network of partnerships, volunteer organizations, and established institutional resources; and,
g) Assuring funding from all public, private, and other sources in support of its programs.
7. ONE-STOP SYSTEM & SERVICES
A. LOCATION
The AJCC is currently located in Santa Ana as follows:
American Job Center (Comprehensive AJCC)
Santa Ana WORK CENTER
801 W. Civic Center Drive, Suite 200
Santa Ana, CA 92701
(714) 565-2600
Open to the Public: Monday-Friday 8:00 am-5:00 pm
MA-063-230111379 3
EXHIBIT 3a
City Council 38 – 35 6/6/2023
The AJCC is currently located at the Santa Ana WORK: Center ("SA WC") as described in the Location of AJCC and all Partners, attached herein as Attachment 1 and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SA WC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world-class workforce in Santa Ana. The SA WC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SA WC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference.
B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER
Services and referrals provided at the SA WC by AJCC Partners may include, but are not limited to, the following:
1. Basic Career Services:
a. Eligibility determination;
b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including:
1. Job vacancy listings in labor market areas;
11. Information onjob skills needed to obtain the vacant jobs; and, iii. Information relating to in-demand occupations, including earnings and opportunities for advancement;
e. Provision of performance and progran1 cost information on the Eligible Training Provider List eligible programs by program and type of provider; f. Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures; g. Provision of information related to support services; h. Provision of information and assistance in filing Unemployment Insurance claims; and
i. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA.
2. Individualized Career Services:
a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan to identify goals, objectives, and services;
d. Group counseling;
e. Individual counseling;
f. Career planning;
g. Short-term pre-vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training;
MA-063-230111379 4
EXHIBIT 3a
City Council 38 – 36 6/6/2023
h. Workforce preparation activities, including basic academic; and, obtaining other skills necessary for successful transition into postseconda1y education, training or employment;
i. Financial literacy services; and,
J. Out-of-area job search assistance and relocation assistance.
3. Training Services;
a. Occupational skills training;
b. On-the-Job training;
c. Incumbent worker training;
d. Programs that combine workplace training with related instruction, which may include cooperative education programs;
e. Training programs operated by the private sector;
f. Skill upgrading and retraining;
g. Entrepreneurial training programs;
h. Transitional jobs;
i. Job readiness training provided in combination with any of the aforementioned training Services;
J. Adult education and literacy activities, including: activities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training;
I. Internships and work experiences that are linked to careers; and, m. English language acquisition and integrated education and training program.
4. Employer Services:
a. Recruitment and other business services on behalf of employers.
C. SYSTEM STRUCTURE
1. AJCC ONE-STOP OPERATOR PROCUREMENT
The SA WDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget's (0MB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJ CC operator is re-competed at least every three years and no later than every four years.
2. ROLES AND RESPONSIBILITIES OF PARTIES
a. Provision of Applicable Career Services and Participation in Planning and Development:
The parties to this MOU will work closely together to ensure that the AJCC is a high-performing workplace with staff that ensure quality of service. The AJCC Partner has indicated they shall MA-063-230111379 5
EXHIBIT 3a
City Council 38 – 37 6/6/2023
provide an array of applicable career services to clients as set forth in Attachment 2. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following:
1. Continuous partnership building;
ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs.
Parties agree to the co-enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one-stop system consistent with the terms of the MOU and requirements of authorized laws.
Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU.
Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers.
Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comply with:
i. Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016);
11. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973, as amended; 1v. The Americans with Disabilities Act of 1990, as amended; v. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Department of Labor;
vi. Training and Employment Guidance Letter (TEGL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188;
vii. The Non-traditional Employment for Women Act of 1991; viii. The Age Discrimination Act of 1967, as amended;
MA-063-230111379 6
EXHIBIT 3a
City Council 38 – 38 6/6/2023
ix. The Age_ Discrimination Act of 1975, as amended;
x. Title IX of the Education Amendments of 1972, as amended; x1. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR part 99);
xii. Title IX of the Education Amendments of 1972, as amended; x111. Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CFR 361.38);
xiv. The confidentiality requirements governing the use of confidential information held by the State UI agency (20 CFR part 603); and,
xv. All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts.
The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires police intervention.
8. SSA RESPONSIBILITIES AS COLLOCATED AJCC PARTNER
SSA commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. SSA will further promote system integration to the maximum extent feasible and as authorized by applicable state and federal law through:
a. Effective communication, information sharing as authorized by law, and collaboration with the AJCC operator;
b. Joint planning, policy development, and system design processes; c. Commitment to the joint mission, vision, goals, strategies, and performance measures; d. The design and use of common intake, assessment, referral, and case management processes;
e. As authorized by law, the use of common and/or linked data management systems and data sharing methods, as appropriate;
f. Leveraging of resources, including other public agency and non-profit organization services;
g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and
MA-063-230111379 7
EXHIBIT 3a
City Council 38 – 39 6/6/2023
h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration.
SSA shall provide applicable career services to clients as set forth in the Santa Ana AJCCPartner Services.
9. REFERRALS
The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to:
a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network;
b. Develop materials summarizing their program requirements and making them available for Partners and customers;
c. Develop and utilize common intal(e, eligibility determination, assessment, and registration forms, as appropriate;
d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e. Regularly evaluate ways to improve the referral process, including the use of customer satisfaction surveys;
£ Commit to robust and ongoing communication required for an effective referral process; g. Commit to actively follow up on the results of referrals and assuring that Partner resources are being leveraged at an optimal level;
h. Ensure that intal(e and referral processes are customer-centered with the intent to provide high quality customer service;
1. Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; J. Ensure that referrals will be made via CalJOBS, email, or other means; k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of collocation, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and,
1. Ensure that the referral process will include specific staff name, the activity required, MA-063-230111379 8
EXHIBIT 3a
City Council 38 – 40 6/6/2023
desired outcome and a method for communicating back to the referring agency that the service need was addressed.
10. SUPERVISIONIDA Y-TO-DA Y OPERA TIO NS
a. Day-to-Day Supervision
The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). SSA will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and SSA management. b. Santa Ana WORK Center Hours of Operation
The SA WC is open for business: Monday through Friday from 8:00 am until 5:00 pm. c. SSA StqffOffice Hours
The office hours for SSA staff at the AJCC will be established by SSA. All SSA staff will comply with the County of Orange holiday schedule and will provide a copy of their holiday schedule to the SA WDB and SA WC at the beginning of each fiscal year. d. Building Accessibility
All Partner staff assigned to the SA WC will be issued an access card to SA WC suite 200 and a parking lot pass that allows them to enter and exit the parking lot. It is all individual staffs responsibility to keep them secure. Should they damage or lose them they can be replaced by the SA WDB at the expense of the individual agency staff.
e. Benefits
Each party shall be solely liable and responsible for providing to, or on behalf of, its employee( s ), all legally required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party's employee(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters.
11. AJCC OPERATING BUDGET
The purpose of Paragraph 11 is to establish a financial plan, including terms and conditions, to fund the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that:
a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; MA-063-230111379 9
EXHIBIT 3a
City Council 38 – 41 6/6/2023
b. Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each program's effectiveness);
c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs;
d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and,
e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings.
The parties consider this AJCC operating budget the master budget that is necessary to maintain the SA WDB's high-standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations:
a Infrastructure costs (also separately outlined below m the Infrastructure Funding Agreement);
b. Career services; and
c. Shared services.
All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. SSA may be allocated additional space, with mutual consent of both parties, at which time the Office Lease may be amended.
12. INFRASTRUCTURE FUNDING AGREEMENT
The Infrastructure Funding Agreement ("IF A") contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IF A is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and MA-063-230111379 10
EXHIBIT 3a
City Council 38 – 42 6/6/2023
incorporated herein by reference.
AJCC infrastructure costs are defined as non-personnel costs that are necessary for the general operation of the AJCC, including, but not limited to:
a. Rental of the facilities;
b. Utilities and maintenance;
c. Equipment, including assessment-related products and assistive technology for individuals with disabilities; and,
d. Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities.
Changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions will require an amendment of the MOU.
13. COST ALLOCATION METHODOLOGY
The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SA WDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar days of each month.
14. INFRASTRUCTURE COST ALLOCATION METHODOLOGY
a. Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from the total assigned square footage, calculating the percentage of usage by each AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of 3% over the ten (10)-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b. Utilities and Maintenance: This Paragraph includes only telephone services, which includes voicemail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation.
c. Telephones:. Telephone costs are based on the actual cost for telephones in assigned spaces.
Common area telephones are allocated based on percentage of space allocation.
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d. Technology and Internet Access Costs: Maintenance of Network Wireless Bridge will be a monthly charge based on costs from the vendors. The cost per AJCC Partner is derived from the calculation of total percentage of space used by each AJ CC Partner. Recurring monthly charges for Internet, Wi-Fi and other technology charges are allocated based on the percentage of total space allocated.
15. INFRASTRUCTURE CONTRIBUTIONS
The AJCC Partner may provide cash, non-cash (in- kind), and third-party in-kind contributions to cover its share of infrastructure costs. In-kind contributions cannot be used to fund noninfrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC Partner's proportionate share.
If third-party in-ldnd contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner's proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners.
a. Cash: Cash funds provided to the SA WDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. b. Non-Cash: Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non-cash contributions or goods or services contributed by a Partner program and used by the AJCC. c. Third-party In-kind: Contributions of space, equipment, technology, non-personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to: support the AJCC in general or support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CFR 463.760].
16. OTHER AJCC DELIVERY SYSTEM COSTS
In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute ( or fairly evaluated in-kind contributions) to share the additional costs relating to the operation of the One-Stop delivery system. These costs may be shared through cash, non-cash, or third-party in-kind contributions.
As required by Workforce Services Directive (WSD) 16-09, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions.
a. Career Services Applicable to the AJCC Partner: The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and MA-063-230111379 12
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incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services.
b. Required Consolidated Budget for the Delivery of "Applicable Career Services": The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions.
AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Paiiners must share in other System costs through non-cash (in-kind) contributions as set forth herein.
17. DATA SHARING
Parties agree that the use of high-quality, integrated data is essential to inform decisions made by policymakers, employers, and job seekers. Additionally, it is vital to develop and maintain an integrated case management system, as appropriate, that informs customer service throughout customers' interaction with the integrated system and allows information collected from customers at intalce to be captured once.
Parties further agree that the collection, use, and disclosure of customers' Personally Identifiable Information (PII) is subject to various requirements set forth in Federal and State privacy laws.
Partners aclmowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements, nor that disclosure of such data is legally authorized under Federal and State privacy laws.
For all data that is legally authorized to be shared, including customer PII, collected, used, and disclosed by Partners will be subject to the following:
a Customer PII will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PII;
b. The collection, use, and disclosure of customer education records, and the PII contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy laws;
c. All confidential data contained in Unemployment Insurance wage records must be protected in accordance with the requirements set forth in 20 CFR part 603; d All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; e. Customer data may be shared with other prograins, for those prograins' purposes, within the AJCC network only after the informed written consent of the individual has been obtained, where required;
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f Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and,
g All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)).
All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PII and any other confidential data for all applicable programs, including FERP Aprotected education records, confidential information in UI records, and personal information in VR records.
18. CONFIDENTIALITY
All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations regarding confidential information, including PII from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205.50, 20 United States Code (U.S.C.) 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations.
Each party will ensure that the collection and use of any information, systems, or records that contain PII and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law.
Each party will ensure that access to software systems and files under its control that contain PII or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to talce measures to ensure that no PII or other personal or confidential information is accessible by unauthorized individuals.
To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603 .10, payments of costs, and permissible disclosures.
With respect to the use and disclosure ofFERP A-protected customer education records and the PII contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1232g and 34 CFR Part 99.
With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CFR 361 .38.
19. PRESS RELEASES AND COMMUNICATIONS
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All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies.
The parties agree to utilize the AJCC logo developed by the State of California and the SA WDB on buildings identified for AJCC usage.
20. ACCESSIBILITY
Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis of any other classification protected under state or federal law.
21. NON-DISCRIMINATION AND EQUAL OPPORTUNITY
All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of: (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of a qualified individual with a disability.
22. GRIEVANCES AND COMPLAINTS PROCEDURE
The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities.
23. AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act ("ADA") and its amendments. Additionally, the SA WDB and the AJCC Partners will ensure that policies and procedures established by the SA WDB and the AJCC Partners are in compliance with the ADA.
24. HOLD HARMLESS/INDEMNIFICATION/LIABILITY
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In accordance with provisions of Section 895 .4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU.
25. SEVERABILITY
If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force.
26. DRUG AND ALCOHOL-FREE WORKPLACE
All parties to this MOU certify they will comply with the Drug-Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug-free workplace. The recipient must notify the awarding office ifan employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94.
27. CERTIFICATION REGARDING LOBBYING
All parties shall comply with the Byrd Anti-Lobbying Amendment (31 U.S.C. Sectionl352), 29 C.F.R. Part 93, and 34 CFRpart 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations.
28. DEBARMENT AND SUSPENSION
All parties shall comply with the debarment and suspension requirements (E.0.12549 andl2689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485.
29. PRIORITY OF SERVICE
All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that MA-063-230111379 16
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receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners.
30. BUY AMERICAN PROVISION
Each party that receives funds made available under title I or II of WIOA or under the WagnerPeyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the "Buy American Act.") and as referenced in WIOA Section 502 and 20 CPR 683.200(±).
31. SALARY COMPENSATION AND BONUS LIMITATIONS
Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Persom1el Management Executive Level II.
32. TERMINATION
This MOU will remain in effect until the end date specified in Paragraph 4 above, unless:
a Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due to lack of fimding shall notify the other parties as soon as the party has lmowledge that funds may be unavailable for the continuation of activities under this MOU;
b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and,
d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SA WDB Chair ( or designee) specifying such breach in reasonable detail. In such event, the non-breaching party(s) shall have the right to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately.
In the event of termination, the parties to the MOU must convene within thirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed.
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This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended.
Notice of withdrawal shall be given to the SA WDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner.
33. NOTICES
All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows:
City of Santa Ana: City of Santa Ana
Administration Services
801 W. Civic Center Dr., Suite 200
Santa Ana, CA 92701
COUNTY: County of Orange Social Services Agency
Contracts Services 500 N. State
College Blvd, Suite #100
Orange, CA 92868
34. INSURANCE
The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Innovation Opportunity Act and at the SA WC, including commercial general liability, property damage liability, business personal property, workers' compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance and the coverage shall be primary and non-contributory with regard to the City.
35. AUTHORITY AND SIGNATURES
The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing.
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ATTACHMENTS
Attachment 1: AJCC Partners Location and Map
Attachment 2: Santa Ana AJCC Partner Services
Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services
Attachment 4: Comprehensive Cost Allocation and Partner Contributions Attachment 5: Office Lease
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WHEREFORE, the parties hereto have executed this Agreement in the County of Orange, California.
FOR THE CITY OF SANTA ANA
Attest:
Jennifer L. Hall
City Clerk
City of Santa Ana:
Kristine Ridge
City Manager
Dated: _____________ _ Dated: ____________ _
Recommended for Approval:
Michael Garcia
Executive Director
Community Development Agency
Approved as to Form:
Jose Montoya
Assistant City Attorney
Dated: ____________ _ Dated: ____________ _
FOR SANTA ANA WORKFORCE DEVELOPMENT BOARD
Chair
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