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account is assigned. Please provide any additional information or suggestions that will aid in the City’s selection process.
v. Provide sample copies of the type of reports the City could expect to receive from the firm with each report clearly marked as to the type of information the particular report is trying to convey (this can be included as part of an attachment). A monthly report on the amount assigned, the amount collected, the amount returned, and the overall collection rate is required, at minimum. vi. Provide sample letters to be sent to delinquent accounts. Be sure to indicate what collection method each letter pertains to (this can be included as part of an attachment).
vii. Provide a statement of the dollar amount(s) of an account below which your firm will not actively pursue regular collection and/or legal action. (Indicate whether dollar amount(s) is applied per individual assigned debt or bundled per multiple assigned debts).
viii. Identify any toll-free numbers / dedicated email addresses f or customer service and support and during what hours live phone assistance and email assistance are available in PST/PDT times.
f. References: Attachment B – References shall be submitted for similar projects performed for state and/or similar government clients.
2. Cost Proposal
All Proposers are required to submit a fixed rate fee with their Cost Proposal.
Compensation shall be contingent upon actual collections of debts owed to the City.
Agency may subtract a fee negotiated through this agreement, from the amount of the debt collected and paid to the City, as a percentage of the debt collected with a specified maximum. All Proposers must identify the fee or percentage, how it is determined, and the fee must be consistent across all debts collected. Furthermore, the City may withdraw any uncollected accounts without any charge or penalty regardless if collection efforts were made.
Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Cost Proposal must include a payment schedule if applicable. City reserves the right to negotiate compensation and/or payment schedule prior to award of any resulting agreement. When applicable, if providing hourly rate sheets, Proposer shall not include rate ranges or averages.
The City shall not provide reimbursement for travel -related expenses, mileage, parking, lodging, meals, incidental fees, insurance, freight/shipping and handling/delivery, and any other business expenses, supplies and materials related to providing services as specified herein. Additional costs will not be considered and will not be reimbursed by the City, therefore, such costs must be absorbed in Proposer’s cost proposal fee structure.
Any language related to travel reimbursement shall be stricken from the document by the City and if not stricken, shall be deemed invalid.
Proposals shall be valid for a minimum of one hundred eighty (180) days following Proposal deadline. The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become property of the City.
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Pricing shall remain firm for the entire initial Agreement term. Thereafter, any proposed pricing adjustment for follow -on renewal periods shall be submitted to the City Representative in writing at least ninety (90) days prior to the new Agreement term. The City reserves the right to accept, reject, or negotiate any proposed pricing adjustment not to exceed the Bureau of Labor Statistics Consumer Price Index (CPI) data as follows:
Los Angeles-Long Beach-Anaheim, CA; All Urban Consumers; Not Seasonally Adjusted; annualized change comparing the most recent month’s reported data to the same month of the prior year. (This information may be found on the U.S. Department of Labor’s website at www.bls.gov.)
VI. CERTIFICATIONS (ATTACHMENTS)
In addition to the SOQ, Narrative/Technical Proposal, and Cost Proposal, t he following forms, included in this RFP, shall be signed and included as part of the proposal submittal package:
• Attachment A: Proposer’s Certification and Proposal Item Pricing • Attachment B: References
• Attachment C: Proposer’s Statement
• Attachment D: Non-Collusion Affidavit
• Attachment E: Non-Lobbying Certification
• Attachment F: Non-Discrimination Certification
The proposal must be completely responsive to the RFP. Incomplete proposals will be deemed as nonresponsive and will be rejected. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any commitment will be awarded pursuant to this RFP or otherwise.
PLEASE NOTE:
• All forms above must be signed by a representative of the Firm that is legally authorized to contractually bind the Proposer.
• City will not waive notarization requirement when applicable on any of the required attachments.
VII. REFERENCES
Contractor shall provide three (3) references from other similar public agencies for which services similar to those specified in this RF P have been performed, including contact names and telephone numbers. Use ATTACHMENT B – References. The respondent grants permission for the City to contact any individuals listed as references.
City may disqualify a Proposer if:
• References fail to substantiate Proposer’s description of services and deliverables provided; or
• References fail to support that Proposer has a continuing pattern of providing capable, productive, and skilled personnel, or
• City is unable to reach the point of contact with reasonable effort. It is the Proposer’s responsibility to inform the point of contact(s) of normal City working hours.
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VIII. MINIMUM SCOPE AND LIMIT OF INSURANCE
See Exhibit II – Sample Agreement
IX. SELECTION PROCEDURES & CRITERIA
A. Evaluation: The City will establish a proposal review committee. The review committee will evaluate proposals based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth below.
B. Scoring Criteria: Proposers will be ranked by the review committee based on the following criteria:
C. Rankings: A final score will be calculated for each submitted proposal and used to rank Proposers. Based upon the foregoing criteria, all proposals shall be ranked by score. Only those proposals receiving a score above 70 will be considered for award. The City reserves the right to award the contract to any proposer(s) with a score above 70. The review committee will evaluate proposers based on their response to the RFP and the City evaluation criteria set forth above.
D. Interviews: The review committee may invite the proposers to interview. If invited to interview, Proposers must be prepared to include key personnel in the interview and/or presentation.
The City reserves the right to seek additional information from any or all Proposers invited to present proposals. A final score will be calculated for each submitted proposal and used to rank Proposers. City reserves the right to begin negotiations and enter into a contract without holding interviews, or further discussions.
CATEGORY POINTS
Responsiveness to RFP
• Proposal’s compliance with the requirements of this RFP. • Scope of Services offered including ability to provide optional services. • The value to any new and/or innovative product or service suggestions or other new ideas and enhancements.
15 Experience of Firm and Personnel
• The experience, resources, and qualifications of the firm and individuals assigned to this account, including manager, supervisor and assigned staff.
40 Proposed Pricing
• Reasonableness of Cost 35
References
• References that are similar in size and project scope to the City. 10
TOTAL POSSIBLE SCORE
(Before interviews – if held) 100
Interviews
• The City reserves the right to conduct interviews with the highest-rated firm(s). In the event the City does perform an interview process, the following is the maximum number of additive points that may be applied to the proposal score. Total possible score may exceed 100 points. 20 City of Santa Ana
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E. Selection: The City is under no obligation to accept any proposal and reserves the right to negotiate with respondents as to fees and terms. The City may reject proposals at its sole discretion. If proposal fails to satisfy any requirements outlined in this RFP, it may be considered non-responsive and may be rejected.
The City shall not be obligated to accept the lowest priced proposals, but will make awards in the best interests of the City after all factors have been evaluated. The review committee will recommend the qualified Proposers to the City Council or City Manager for award of contract, as appropriate.
X. WITHDRAWALS
Proposers are responsible for verifying all prices and information before submitting a proposal.
Prior to the proposal due date, the Proposer or Proposer’s representative may withdraw the proposal by providing written notice of the proposal withdrawal to the City Contact/Project Manager. Verbal or telephonic withdrawals are not permissible.
XI. GENERAL TERMS AND CONDITIONS
A. AMERICANS WITH DISABILITIES ACT
The awarded Contractor hereby certifies that it will comply, as applicable, with the Americans with Disabilities Act of 1990 (“ADA”), 42 USC §§ 12101 et seq., and its implementing regulations, including Subtitle A, Title II of the ADA. Contractor will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any contract entered into by the awarded Contractor (or any subcontract thereof), relating to this RFP, shall be subject to the provisions of this paragraph.
B. CITY BUSINESS LICENSE
The selected proposer must obtain a City of Santa Ana Business License prior to the execution of a contract and must provide a copy to the Buyer assigned to this RFP. The awarded party shall maintain a current business license throughout the term of the resulting contract. Procedure to obtain a City of Santa Ana Business License is available by contacting the Finance and Management Services, Business Tax Office at (714) 647- 5447 or on the City’s website: www.santa-ana.org
C. CITY RIGHT TO REJECT
The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RF P or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal.
D. CONFLICT OF INTEREST
Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the City. This obligation shall apply to the Contractor; the Contractor’s employees, agents, and Subcontractors associated with accomplishing work and services hereunder. The Contractor’s efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, and Subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of the City.
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Each Proposer must disclose any existing or potential conflict of interest rel ative to the performance of the contractual services resulting from this RF P. Any such relationship that might be perceived or represented as a conflict should be disclosed. The City reserves the right to disqualify any Proposer on the grounds of actual or apparent conflict of interest.
No person, firm, or subsidiary thereof who has been awarded this Contract may be awarded a Contract for the provision of services, the delivery of supplies, or the provision of any other related action which is required, suggested, or otherwise deemed appropriate as an end product of this Contract. Therefore, Contractor is precluded from contracting for any work recommended as a result of this Contract.
E. CONTRACTOR’S EXPENSE
Pre-Contractual Expenses: The City is not liable for any costs incurred by Proposers prior to entering into a formal contract. Costs of developing a response to this RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City. Pre - contractual expenses are not to be included in the cost proposal. Pre- contractual expenses include, but are not limited to, preparation of the proposal, submission of the proposal and additional information, attendance at pre-proposal conference, negotiating any matter related to this RFP with City, and/or any other expenses incurred by the Proposer prior to the date of award and execution, if any, of the contract.
Other Expenses: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on City sites during the performance of work and services under this Contract.
F. CONTRACTOR’S PROJECT MANAGER/KEY PERSONNEL
Except as formally approved by the City, the key personnel identified in Contractor’s proposal shall be the individuals who will actually complete the work. Changes in staffing must be reported in writing and approved by the City. The City shall have the right to require the removal and replacement of the Contractor’s Project Manager and key personnel under the awarded contract. The City shall notify the Contractor in writing of such action. The City is not required to provide any reason, rationale, or additional factual information if it elects to request any specific key personnel be removed from performing services under the awarded contract. The City shall review and approve the appointment of the replacement for the Contractor’s personnel. Said approval shall not be unreasonably withheld.
Standards of Conduct: Contractor’s personnel shall be courteous and maintain good working relationships with all stakeholders, state or outside agencies, other team members and staff within the City.
G. COST PROPOSAL
The awarded Contractor agrees to provide the purchased services at the costs, rates, and fees as set forth in their Fee Schedule in response to this RFP. No other costs, rates or fees shall be payable to the awarded Subcontractor for implementation of their proposal.
H. DATA RETENTION
Contractor shall be responsible for retaining data, records, and documentation for the preparation of required items. These materials shall be made available to and as requested by City.
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All materials, documents, data or information obtained from the City Data files or any City medium furnished to Contractor in the performance of an awarded contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of the contract.
All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act.
I. DRUG-FREE WORKPLACE
The awarded Contractor certifies compliance with Government Code Section 8355 in matters relating to providing a drug- free workplace. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the contract or both, and the Contractor may be ineligible for award of any future City contracts.
J. EXAMINATION
Proposer represents that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City’s objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in relation to this RFP are fully incorporated.
Any irregularities or lack of clarity in the RFP should be brought to the designated City Contact/Project Manager’s attention as soon as possible so that corrective addenda may be furnished to prospective Proposers.
Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected.
K. EXECUTION OF AGREEMENT
Upon successful negotiations, the City and the selected Proposer will enter into an Agreement similar to that as shown in EXHIBIT II – Sample Agreement of this RFP . If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to disqualify them without any further obligation
L. FISCAL NONFUNDING CLAUSE
In the event sufficient budgeted funds are not available for a new fiscal period, the City shall retain the right to notify the provider of such occurrence in writing at least thirty ( 30) days before the end of the current fiscal period and terminate the contract on the last day of the current fiscal period without penalty or expense to the City.
M. INDEPENDENT CONTRACTOR
Contractor is considered an independent Contractor and neither Contractor, its employees, nor anyone working under Contractor will be considered an agent or an employee of City.
Neither Contractor, its employees, nor anyone working under Contractor, will qualify for workers’ compensation or other fringe benefits of any kind through City.
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N. JOINT OFFERS/SUBCONSULTANTS
Where two or more Proposers desire to submit a single proposal in response to this RFP, they should do so on a prime sub-consultant basis. The City intends to contract with a single firm, also known as the prime, and not with multiple firms doing business as a joint venture.
Should the use of sub -consultants be offered, the Proposer shall provide the same assurances of competence for the sub -consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub- consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub-consultants in the same manner as the Proposer. The proposer is responsible for all the actions taken by their sub-contractor.
The City reserves the right to reject, replace and approve any and all Subcontractors. All Subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such Subcontractors.
O. LITIGATION STATUS
Each Proposer must include in its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to comply with t he terms of this provision will disqualify any proposal. The City reserves the right to reject any proposal based upon the Proposer’s prior history with the City or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures.
P. NEGOTIATIONS
The City reserves the right to negotiate final contract terms with any Proposer selected. The contract between the parties will consist of the RFP together with any modifications thereto, and the awarded Contractor’s proposal , together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed contract, the RFP, any modifications and clarifications to the awarded Contractor’s proposal, and the awarded Contractor’s proposal. Specific exceptions to this general rule may be noted in the final executed contract.
Negotiations shall be confidential and not subject to disclosure to competing Contractors unless and until an agreement is reached. If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with another Contractor or withdraw the RFP.
Q. NON-PAYMENTS
Note that payments will NOT be made for any unsatisfactory work until corrected. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach.
R. OWNERSHIP OF DOCUMENTS
The City has permanent ownership of all directly connected and derivative materials produced under this contract by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the City and may be used by the City as it may require without additional cost to the City. Contractor City of Santa Ana
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shall provide the City copies of documents upon its request at any time. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the City.
S. PARKING
The City will not provide free parking and/or reimbursement for the cost of parking while providing services and conducting business with the City.
T. PROFESSIONAL STANDARDS
Contractor staff shall be courteous to the public and City staff utilizing facilities where Contractor is performing work, but shall be responsive only to the requests of the City’s Project Manager or designee. Contractor staff shall direct all inquiries to Project Manager or designee.
Contractor acknowledges that City locations consist of public -use facilities and recognizes the obligation to ensure Contractor personnel and agents maintain the highest level of professional standards in attire, decorum, and interaction with the public and City personnel.
U. PROJECT MANAGER
The selected Proposer will assume responsibility for all services in its proposal. The selected Proposer shall identify a sole point of contact, Project Manager, with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement.
V. PROPOSAL VALIDITY
Services, pricing, and warranties indicated in a Proposer’s Proposal must be valid for a period of 180 days at minimum after the submission of the Proposal.
W. PUBLIC AGENCIES
Other public agencies, as defined by California Government Code Section 6500, may choose to use the terms of this Contract, subject to Contractor’s acceptance. The City is not liable or responsible for any obligations related to a subsequent contract between Contractor and another public agency.
X. PUBLIC RECORDS
Proposals will become public record after the award of a contract unless the proposal or specific parts of the proposal can be shown to be exempt by law. Each Proposer may clearly label all or part of a proposal as "CONFIDENTIAL" provided that the Proposer thereby agrees to indemnify and defend the City for honoring such a designation. The failure to so label any information that is released by the City shall constitute a complete waiver of any and all claims for damages caused by any release of the information. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act.
Y. SUBCONTRACTORS
Proposals in response to this RFP must identify any Subcontractors, and outline the contractual relationship between the Awarded Subcontractor and each Subcontractor. An official of each proposed Subcontractor must sign, and include as part of the proposal submitted by the Prime Contractor, a statement to the effect that the Subcontractor has read and will agree to abide by the awarded Contractor’s obligations. Any Subcontractor proposed after award of contract must be approved by the City before commencement of work.
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The City will look solely to the awarded Contractor for the performance of all contractual obligations which may result from an award based on this RFP, and the awarded Contractor shall not be relieved for the non-performance of any or all Subcontractors.
XII. AWARD OF AGREEMENT
Selected Contractor(s) will be notified in writing. Any award is contingent upon the successful negotiation of final contract terms.
A. EXECUTION OF AGREEMENT
A standard agreement is included as EXHIBIT II Sample Agreement of this RFP. “Proposer” will hereinafter be referred to as “Consultant” or “Contractor” in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved.
XIII. IMPLEMENTATION
A. KICK-OFF MEETINGS
The successful proposer will be required to meet with City staff prior to commencement of services or at any time as required by the City, to discuss and agree on operational issues including transition of services and scheduling.
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Revenue collection services for unpaid and delinquent accounts receivables will include:
• Collection of miscellaneous delinquent accounts receivable items where customers have not paid for services or charges from the City (e.g. Third-Party Liability Billing, Business License Delinq uent Accounts, Municipal Utility Services Delinquent Accounts, Dog License Delinquent Accounts, etc.). • Collection on delinquent Administrative Citations where members of the public have not paid for citation(s) issued due to a code violation within the City limits. • Administrative Citations and/or Unpaid City Taxes and Fees associated with Cannabis Accounts • Collection of delinquent paramedic and ambulance ground emergency medical transportation service charges.
• Collection of other debts, charges, or monies owed to the City by members of the public and current or previous employees or officials of the City
Requirements: The exact range and extent of services is subject to negotiation, but at a minimum must include professional services and dedicated personnel to perform the following scope of services:
1. Firm shall provide collection services for debts owed to the City for Delinquent Billing.
2. Firm shall designate a manager for the City’s account who will be the City’s primary contact with the Firm.
3. City and/or City’s contracted third party vendor shall submit delinquent accounts for collection via e- mail or electronic filing. Firm shall provide acknowledgement within five (5) business days of account placement.
4. City shall provide documentation to firm for each account, including name, any available customer information, last known address, account number, and balance due.
5. Firm shall make a minimum of two (2) written or telephone contacts for each account (unless the account clears sooner) within forty-five (45) days of receipt of account.
6. Firm shall discuss their recommended use of skip tracing on delinquent accounts. Firm must provide a description of the specific tools used to conduct skip tracing.
7. Firm shall maintain complete records of each account referred by the City, including all correspondence, documents, account records, transactions and a detailed log of all collection efforts of actions. These records shall be retained for a minimum of three (3) years after termination of collection actions on each account.
8. The firm should be able to provide a detailed action plan outlining its backup and disaster recovery procedures for servers containing debtor data, ensuring data integrity, security, and business continuity in the event of a disaster.
9. Firm shall provide to the City a monthly report on the status of each account including: account number, customer name, the amount received, the balance due and date of last payment, and the actions taken on the account. Firm should immediately advise the City of any account that is paid in
EXHIBIT I
SCOPE OF SERVICES
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full or deemed uncollectible. If an account is deemed uncollectible, information regarding this determination must be provided to the City. The firm is not entitled to collection fees after it determined that an account is uncollectible, regardless if payment is made to the City.
10. Firm shall provide to the City quarterly financial summary reports including totals for receipts, net accounts receivable, total accounts receivable, and collection percentage.
11. Firm shall provide to the City an annual financial summary report as of June 30th (City’s fiscal year end) including totals for receipts, net accounts receivable, total accounts receivable and collection percentage. This report should be submitted to the City no later than July 31st of each year.
12. At any time, all records of the firm pertaining to the City shall be subject to inspection, review, or audit by City, State, or Federal officials, during the contract period and for seven (7) years after the termination of the contract.
13. Firm shall guarantee the confidentiality, security and safety of all files, documents and information provided by the City, except as to disclosure required by federal and state laws and regulations.
14. Firm will exercise its best ethical, prudent, lawful, and professional efforts to secure collections on all accounts referred by the City. Collections activities shall comply with all federal, state and local laws, and applicable regulations including but not limited to the Federal Fair Debt Collection Practices Act.
15. Firm will process all customer payments in accordance with applicable Payment Card Industry (PCI) security requirements.
16. Firm shall be HIPPA (Health Insurance and Portability and Accountability Act of 1996) compliant and maintain compliance throughout the term of the contract.
17. Firm shall report all uncollectible accounts to the major credit bureaus. a. Reporting must be done in accordance with all federal, state and local laws, including but not limited to, the Fair Debt Collections Practices Act, the Federal Equal Credit Opportunity act, and the Consumer Credit Protection Act.
b. Firm shall not report accounts to the credit bureaus until the firm has worked the account for forty-five (45) days.
c. At the request of the City, the firm shall remove an account notification from all the affected bureaus and provide a copy of that notification to the City. d. The City retains the right to recall any accounts assigned for collection without charge or penalty from the firm. Upon recall by the City, no further collection efforts on recalled accounts may be undertaken.
i. If the account being recalled was reported to any credit bureaus, it is expected that the record be cleared from the customer’s credit report and written confirmation provided to the City upon request.
18. Firm reporting shall comply in accordance with the Federal Fair Credit Reporting Act (FCRA) regulations which established two types of debt categories : 1) “Permissible Debt” such as, unpaid utility billings, unpaid paramedic billings, and any unpaid sums relating to City Services which were City of Santa Ana
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electively sought or contracted for from the City, and 2) “Prohibited Debt” such as, taxes, licensing and permit fees, towing & impound fess/costs, administrative code violations, and damage to City property.
a. Permissible debts may continue to be reported to credit reporting agencies; prohibited debts may not.
19. Firm shall not assign or subcontract any portion of this agreement or transfer or assign any claim, pursuant to the contract, without the written consent of the City.
20. Firm shall make contacts with delinquent accounts under the name of the firm and not the City of Santa Ana.
21. Firm shall instruct consumers to submit payments to the firm and not to the City of Santa Ana except by written agreement by the City.
a. The firm shall be notified of any payments made to the City of Santa Ana for accounts under collection with the firm.
b. The firm will be entitled to collection fees only if notice was sent to the assigned accounts. c. The firm will not be entitled to collection fees if payment was submitted to the City and no work was yet done on the assigned accounts.
22. Firm shall collect and deposit payments from customers on no later than the 15 th day of every month,
submit an ACH deposit to the City for all monies collected in the previous month, less collection fees, along with a report including the account name and number, amount collected and collection fees.
23. Any compromise settlement of principal or charges shall be agreed upon in writing between the firm and the City prior to acceptance.
24. Firm may allow for time payment agreements (payment plans) and may enter into time payment agreements with consumers for any period less than one year without the consent of the City. a. Any time payment agreement extending beyond one year from the date of initiation of plan or any account owing more than $5,000 must be agreed upon in writing between the firm and the City prior to acceptance.
25. No legal actions shall be taken by the firm without express written consent of the City.
26. Firm shall be solely responsible for any and all costs incurred in and associated with the collection of debts referred to it by the City.
27. In the event of contract termination or the bankruptcy/dissolution of the firm, all accounts and documentation relating to City accounts shall be returned to the City, regardless of status or payment arrangements made with consumers.
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CONSULTANT AGREEMENT
CITY OF SANTA ANA
THIS AGREEMENT is made and entered into on this ____ day of ______, 20_ by and between ___________________________________________________________, (“Consultant”), 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 City desires to retain a Consultant having special skill and knowledge in the field of:
B. Consultant represents that Consultant is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B . The total amount to be expended during the term of this Agreement shall not exceed $xxxxxx.
b. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant’s account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.
3. TERM
EXHIBIT II
SAMPLE AGREEMENT
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This Agreement shall commence on “the date first written above” for a three (3) year term with the option for the City to grant up to two (1)-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services .
Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant.
MINIMUM SCOPE AND LIMIT OF INSURANCE
1. Commercial General Liability (CGL) : Insurance Services Office Form CG 00 01covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance.
3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident, policy or City of Santa Ana
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employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance.
4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate.
If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following provisions:
1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant’s CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations.
2. Consultant’s Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement.
3. For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by City, it’s City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.
4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.
5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non- renewal due to non- payment of premium.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Finance & Management Services Agency, City of Santa Ana, 20 Civic Center Plaza (M-15) P.O. Box 1988, Santa Ana, California 92702. The name and location of project must be included in the Description of Operations section of each certificate.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.
Verification of Coverage
Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements City of Santa Ana
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before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant’s obligation to provide them.
City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may a rise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the Cit y for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.
City of Santa Ana
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10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contr actor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit City of Santa Ana
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the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination.
In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. 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.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:
To City:
City Clerk
City of Santa Ana
City of Santa Ana
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20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Executive Director, Finance & Management
Services Agency
City of Santa Ana
20 Civic Center Plaza (M-15)
P.O. Box 1988
Santa Ana, California 92702
Fax:
To Contractor:
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
First & Last Name
Title
Consultant Firm Name
Address
City, State, Zip
Fax:
City of Santa Ana
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nuñez
City Clerk City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO CONSULTANT:
City Attorney
By:
Assistant City Attorney (title)
Tax ID#
RECOMMENDED FOR APPROVAL:
Executive Director
Finance & Management Services Agency
SAMPLE ONLY
(name)
(title)
City of Santa Ana
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Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit I ) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal.
PROPOSER’S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals . Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions.
__________________________________________________________________________________
LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS
__________________________________________________________________________________
BUSINESS ADDRESS
__________________________________________________________________________________
PRINTED NAME OF AUTHORIZED AGENT TITLE
__________________________________________________________________________________
SIGNATURE OF AUTHORIZED AGENT DATE E-M AIL ADDRESS
__________________________________________________________________________________
FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE)
__________________________________________________________________________________
CITY OF SANTA ANA BUSINESS LICENSE NUMBER
(PLEASE PROVIDE IF AVAILABLE, BUT NOT REQUIRED UNTIL AND IF AN AWARD IS MADE TO PROPOSER.)
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT A
PROPOSER’S CERTIFICATION, PROPOSAL PRICING
City of Santa Ana
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List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications.
REFERENCE
Customer Name:_________________________Contact Individual: ____________________________
Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________
Contract Amount: ________________________Year: ______________________________________
Description of supplies, equipment, or services provided:
__________________________________________________________________________________
REFERENCE
Customer Name:_________________________Contact Individual: ____________________________
Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________
Contract Amount: ________________________Year: ______________________________________
Description of supplies, equipment, or services provided:
__________________________________________________________________________________
REFERENCE
Customer Name:_________________________Contact Individual: ____________________________
Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________
Contract Amount: ________________________Year: ______________________________________
Description of supplies, equipment, or services provided:
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT B
REFERENCES
City of Santa Ana
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Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto.
Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City’s legal holidays), or the funds, check, draft, or proposer’s bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer’s bond substituted in lieu thereof shall be returned to the undersigned.
Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed.
All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP.
Firm________________________________________________________________________________
Signed and Printed Name: ______________________________________________________________
Title ________________________________________________________________________________
Date
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT C
PROPOSER’S STATEMENT
City of Santa Ana
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(Title 23 United States Code Section 112 and Public Contract Code Section 7106)
To the CITY OF SANTA ANA
In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal.
Note: The above non- collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non-collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution.
Signed____________________________________________________________________________
State of ________, County of __________________________________________________________
Subscribed and sworn to (or affirmed) before me on this________ day of_____________, 20____, by ________________________, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
________________________
Notary Public Signature Notary Public Seal
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT D
NON-COLLUSION AFFIDAVIT
City of Santa Ana
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The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, " Disclosure of Lobbying Activities," in conformance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequi site for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly.
Signed:
Title:
Firm:
Date:
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT E
NON-LOBBYING CERTIFICATION
City of Santa Ana
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The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows:
1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.
3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Consultant’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders.
6. In the event of the Consultant’s non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or feder ally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rul e, regulations, or order of the Secretary of Labor, or as otherwise provided by law.
7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract
ATTACHMENT F
NON-DISCRIMINATION CERTIFICATION
City of Santa Ana
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or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States.
8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter.
Signed:
Title:
Firm:
Date:
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
City of Santa Ana
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Finance and Management Services
www.santa-ana.org/finance
Item # 13
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 5, 2025
TOPIC: Citywide Budget Management Software
AGENDA TITLE
Agreement with Euna Solutions, Inc for Maintenance and Support of Citywide Budget Management Software (Specification No. 25-020) (General Fund)
RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Euna Solutions, Inc. for the maintenance and support of Citywide budget management software in an amount not to exceed $585,565, for a term beginning August 15, 2025 and expiring August 14, 2028, with provisions for two (2), one-year extensions (Agreement No. A-2025-XXX).
GOVERNMENT CODE §84308 APPLIES: Yes
DISCUSSION
Request for Proposals (RFP) No. 25-020 was issued on February 11, 2025 on the City’s online bid management and publication system. A summary of vendor participation and results is as follows:
453 Vendors notified
37 Santa Ana vendors notified
4 Responsive proposals received
0 Proposals received from Santa Ana vendors
Proposals were solicited, opened on March 6, 2025, and evaluated. Four proposals were submitted by the RFP deadline and were determined to be responsive to the specifications and met the City’s requirements. An evaluation committee reviewed and rated the proposals according to the criteria listed in the RFP.
Staff recommends awarding an agreement to the highest-ranked firm, Euna Solutions, Inc. (Exhibit 1). The proposal submitted by Euna Solutions, Inc. for Euna Budget Professional was determined by the Committee to be the most well suited for the City’s needs while simultaneously providing the best value.
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Citywide Budget Management Software
August 5, 2025
5 2
3 4
The City began utilizing Euna Budget Professional (known at the time as Questica Budget) in January 2018. This comprehensive budget management software currently includes the following key components:
•Operating & Capital- Streamlines the development of the City’s annual operating and capital improvement budgets.
•Personnel Module- Provides multi-year forecasing and calculation of labor costs.
•OpenBook- A transparency tool that displays interactive charts and tables of current and prior year budgets. The portal also includes vendor payments and contracts approved by the City Manager, providing a comprehensive view of the City’s financial activity. The OpenBook portal is publicly accessible here: https://santaana.openbook.questica.com/#/.
The initial implementation enhanced the City’s reporting capabilities, automated workflow processes for budget development, and integrated seamlessly with existing financial and payroll systems.
As part of this expanded partnership with Euna Solutions, the City will upgrade to the latest version of Euna Budget Professional and implement the Budget Book Studio module. Budget Book Studio is expected to greatly reduce the staff time needed to produce the annual budget book by automating content generation and enabling easy export to PDF for printing.
The City will soon be undertaking the implementation of a new Enterprise Resource Planning (ERP) system to replace its aging financial system. The ERP implementation does not include a budgeting software module, as staff determined that an external provider, such as Euna Solutions, best meets the City’s budgeting needs. It is expected that this software will integrate with the new ERP system once fully implemented to ensure seamless financial and budget operations.
Currently, the City is not eligible for major software version upgrades due to its on-site setup. Migrating to the cloud will allow the City to utilize the most optimized version of the software, further improving operational efficiency and supporting integration with the new ERP system.
Costs are higher in Year 1 due to the one-time implementation costs associated with migration to a cloud-based service and Budget Book Studio. If the agreement is approved by City Council, staff anticipates incorporating these additional new features into the FY2026-27 budget development process.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
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2 8/5/2025
Citywide Budget Management Software
August 5, 2025
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3 4
FISCAL IMPACT
Funding is available in the FY2025-26 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration. A breakdown of the funding is provided in the table below.
EXHIBIT(S)
1. Agreement with Euna Solutions, Inc.
Submitted By: Alex Trinidad, Executive Director, Finance and Management Services Agency
Approved By: Alvaro Nuñez, City Manager
Fiscal
Year
Accounting Unit
– Account #
Fund
Description
Accounting Unit,
Account
Description
Amount
Contract (3-Year Term)
FY25-26 01110100-66511 General Fund
FMSA-
Management &
Support, Computer
Software
Subscriptions
$133,000
FY26-27 01110100-66511 General Fund
FMSA-
Management &
Support, Computer
Software
Subscriptions
$105,000
FY27-28 01110100-66511 General Fund
FMSA-
Management &
Support, Computer
Software
Subscriptions
$110,250
Optional Two, One-Year Extensions
FY28-29 01110100-66511 General Fund
FMSA-
Management &
Support, Computer
Software
Subscriptions
$115,765
FY29-30 01110100-66511 General Fund
FMSA-
Management &
Support, Computer
Software
Subscriptions
$121,550
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EXHIBIT 1
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13 8/5/2025
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14 8/5/2025
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15 8/5/2025
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Human Resources Department
www.santa-ana.org/HR
Item # 14
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 5, 2025
TOPIC: Authorize Funding for One (1) Additional Year for a Learning Management System
AGENDA TITLE
Authorize Funding for One (1) Additional Year for a Learning Management System Agreement with Meridian Knowledge Solutions, LLC
RECOMMENDED ACTION
Authorize funding at reduced subscription fees for one (1) additional year for the agreement with Meridian Knowledge Solutions, LLC, for the Learning Management System (“LMS”) subscription at an annual rate of $30,362, and the add-on service of web-based training content at an annual rate of $42,064.
GOVERNMENT CODE §84308 APPLIES: Yes
DISCUSSION
On June 17, 2025, City Council authorized funding for two additional years for the Learning Management System (LMS) at $34,006 annually and the add-on service of web- based training content through OpenSesame at an annual rate of $42,064 for fiscal years 25-2026 and 2026-2027. Since that request was approved, staff has negotiated a reduction in LMS service fees for the LMS at a rate of $30,362 per year. However, this reduction in rate requires acknowledgement of a third, optional year in 2027-2028.
Acceptance of this new rate and optional third year allows for the City to pay the reduced fee for the LMS subscription for all three years and be able to cancel prior to the third year if the services are no longer required. Staff is requesting approval for this third, optional year in order to take advantage of the lower rate for all years. Prior to the 2027-2028 Fiscal Year, staff will evaluate the need of the LMS and cancel the subscription if it is no longer needed. Acceptance of this new rate results in a General Fund savings of $3,644 per year.
The City’s agreement with Meridian Knowledge Solutions auto renews unless notice of cancellation is provided prior to the new term. City staff will review service needs prior to the ending of the two year term.
City Council
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1 8/5/2025
Authorize Funding for One (1) Additional Year for a Learning Management System August 5, 2025
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4 8
ENVIRONMENTAL IMPACT
The consideration and approval of the proposed action do not constitute a project under the California Environmental Quality Act.
FISCAL IMPACT
If the City Council approves the recommendation, staff anticipates the following costs over the next three years. Funding is available in the FY25-26 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration.
LMS (Meridian)
Fiscal
Year
Accounting Unit –
Account No.
Fund Description Fund, Account
Description
Amount
Contract (2-Year Term) - Approved on June 17, 2025*
2025-26 01109050-66511 General Fund Human Resources
Services – Software
Subscriptions
$30,362
2026-27 01109050-66511 General Fund Human Resources
Services – Software
Subscriptions
$30,362
Optional Additional Year Funding – Recommended
2027-28 01109050-66511 General Fund Human Resources
Services – Software
Subscriptions
$30,362
Additional Year Funding Total $30,362
Grand Total Over Three Years $91,086
* The previously approved two-year contract term rate was $34,006.
Web-based training content (OpenSesame)
Fiscal
Year
Accounting Unit –
Account No.
Fund
Description
Fund, Account
Description
Amount
Contract (2-Year Term) - Approved on June 17, 2025
2025-26 08009052-62120 Liability &
Property Ins
Fund
Liability & Property
Ins – Safety Program
– Training,
Transportation,
Meeting
$12,619
2025-26 08209052-62120 Workers
Compensation
Fund
Workers
Compensation -
Safety Program –
$12,619
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Authorize Funding for One (1) Additional Year for a Learning Management System August 5, 2025
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Training,
Transportation,
Meeting
2025-26 01109051-62120 General Fund Human Resources
Services - Training,
Transportation,
Meeting
$16,826
2026-27 08009052-62120 Liability &
Property Ins
Fund
Liability & Property
Ins – Safety Program
– Training,
Transportation,
Meeting
$12,619
2026-27 08209052-62120 Workers
Compensation
Fund
Workers
Compensation -
Safety Program –
Training,
Transportation,
Meeting
$12,619
2026-27 01109051-62120 General Fund Human Resources
Services - Training,
Transportation,
Meeting
$16,826
Optional Additional Year Funding – Recommended
2027-28 08009052-62120 Liability &
Property Ins
Fund
Liability & Property
Ins – Safety Program
– Training,
Transportation,
Meeting
$12,619
2027-28 08209052-62120 Workers
Compensation
Fund
Workers
Compensation -
Safety Program –
Training,
Transportation,
Meeting
$12,619
2027-28 01109051-62120 General Fund Human Resources
Services - Training,
Transportation,
Meeting
$16,826
Additional Year Funding Total $42,064
Grand Total Over Three Years $126,192
City Council
14 –
3 8/5/2025
Authorize Funding for One (1) Additional Year for a Learning Management System August 5, 2025
5 2
4 8
EXHIBIT(S)
1. Agreement with Meridian Knowledge Solutions, LLC
2. Third Optional Year Quote
Submitted By: Lori Schnaider, Executive Director of Human Resources Approved By: Alvaro Nuñez, City Manager
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General Terms and Conditions
This Software as a Service Subscription Agreement (this "Agreement'') is made and entered into as of the effective date set forth below (the "Effective Date") between:
Effective Date of this Agreement: May 17, 2022
MERIDIAN:
MERIDIAN KNOWLEDGE SOLUTIONS, LLC,
a Virginia, limited liability company
CLIENT:
City of Santa Ana
20 Civic Center Plaza, M-24
Santa Ana, CA 92701
These terms and conditions constitute the entire legal agreement between client and Meridian Knowledge Solutions, LLC ("Meridian") concerning the access to the proprietary Meridian LMS software program, associated documentation ("Software") and the services performed by Meridian in support thereof. MERIDIAN and CLIENT are also referred to as "Party" or "Parties." A. MERIDIAN has developed certain software programs and associated documentation which MERIDIAN makes available to its CLIENT's ("Subscribers") on a Subscription ("Subscription") basis.
B. CLIENT wishes to use MERIDIAN'S Services and Software in its business operations.
C. MERIDIAN has agreed to provide, and the CLIENT has agreed to pay for and use MERIDIAN'S Services and Software subject to the terms and conditions of this Agreement.
0. In the event there are conflicting terms among the various documents, the order of precedence is as follows: 1) This Agreement, including Schedule(s); 2) Project Documents; and 3) Exhibit(s).
1. Definitions
a. Authorized User: Employees, agents , and independent contractors of the CLIENT who are authorized to use the Software as described herein.
b. Confidential Information: Information that is proprietary or confidential of MERIDIAN as further defined throughout this Agreement.
c. CLIENT Data: Data that is input by the CLIENT or Authorized Users of the CLIENT into the Software for the purpose of utilizing the Software.
d. Documentation: Documents made available by MERIDIAN to the CLIENT from time to time which may include but is not limited to documents containing Software descriptions, user manuals and other material related to the Software.
e. Effective Date: The day this Agreement takes effect. f. Initial Subscription Term: The initial term of this Agreement.
Saas Agreement: Multi-Tenant meridianks.com
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g. Internal Business Operations: The internal business processes of an organization. Business operations include the day-to-day activities of the business. Such operations facilitate the achievement of a business' prime function.
h. Standard Business Hours: Monday through Friday 8:00am - 8:00pm Eastern Time {ET), excluding MERIDIAN holidays.
i. Services: The access to the software services {Software Services, Implementation Services, collectively, and any Support provided for such Services) provided by MERIDIAN to CLIENT under this Agreement.
j. Software: The application provided as a part of the Services Subscription. k. Subscription Fees: The fees payable to MERIDIAN by the CLIENT for the User Subscriptions.
I. Subscription Term: The term of the Subscription.
m. Support: Functional and technical support services as set forth herein. n. Support Policy: MERIDIAN'S policy for providing support in relation to the Services as described herein
o. Service Levels: The Service Level commitments as set forth herein. p. User Subscription: The subscriptions purchased to grant Authorized Users access to the Services as described herein.
q. Product Extensions: Any modification to the base Meridian LMS application that is specific to the CLIENT's requirements and scope as defined in the Statement of Work and any associated Change Order. Product Extensions (also known as customizations) are prohibited in this agreement.
r. Software Updates: Meridian governed enhancements and defect resolutions for the Meridian LMS software application in base product form. The release and application of any Software Update is at the sole discretion of Meridian.
2. Subscription
a. Subject to the CLIENT purchasing the User Subscription, the restrictions set forth in this Section and other terms and conditions of this Agreement, MERIDIAN hereby grants to the CLIENT, a non-exclusive, non-transferable right to permit the Authorized Users of the CLIENT to (i) use such Services; and {ii) display such Services solely for the purpose of exercising CLIENT's rights and performing CLIENT's obligations hereunder . The foregoing subscription is subject to the restrictions below and the other terms and conditions of this Agreement. Services shall be used during the Subscription Terms solely for the CLIENT's Internal Business Operations. b. In relation to the Authorized Users, the CLIENT agrees that:
i. the maximum number of Authorized Users that it authorizes to access and use the Services shall not exceed the number of User Subscriptions CLIENT has purchased; ii. CLIENT will not allow any User Subscription to be used by more than one individual Authorized User during an annual subscription term. A license can be reassigned in its entirety upon the next annual subscription term to another individual Authorized User, in which case the prior Authorized User shall be flagged inactive and no longer have any right lo access or use the Services;
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iii. MERIDIAN will monitor the actual number of Authorized Users to ensure compliance with Item (2)(a)(b) above during the annual subscription term.
c. The CLIENT will not intentionally access, store, distribute or transmit any viruses, Trojans or any and all malicious code, or any material during the course of its use of the Services that as outlined below. In the event any of the identified items occur, CLIENT will remove and promptly notify MERIDIAN immediately if there is potential harm to the software. i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
ii. facilitates illegal activity;
iii. depicts sexually explicit images;
iv. promotes unlawful violence;
v. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity;
vi. causes damage or injury to any person or property; or vii. infringes on third party intellectual property, copyright or trademark rights.
MERIDIAN reserves the right, without liability to the CLIENT, to disable the CLIENT's access to any material that breaches the provisions of this clause. d. It is the CLIENT best interest to test content in the staging site prior to loading it in production to ensure the content plays as expected and records any relevant data. e. Software Support Troubleshooting of third-party or client-developed content, as it relates to successfully launching and tracking in the Software.
i. Software Support Troubleshooting of third-party or client-developer content, as it relates to successfully launching and tracking in the Software.
ii. Meridian's responsibilities include: reviewing the course to determine what status/calls the course is passing to the LMS and ensuring that the LMS has properly taken action on those status/calls. For example: the course is responsible for passing a completion to the LMS after a user has successfully completed the course. Meridian will review the course to determine if the course did pass a completion status and also confirm if Meridian then appropriately marked the user as Complete.
iii. Customer's responsibility include: providing a user impacted by any reported courseware issue that Meridian can use to facilitate testing, providing any answer keys if the course/content contains a tesVexam/etc., and providing the courseware files to facilitate Meridian troubleshooting as well as providing the name of the tool used to create the content if applicable.
f. The CLIENT shall not except to the extent expressly permitted under this Agreement:
i. attempt to reproduce, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute, in whole or in part, any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; Saas Agreement: Multi-Tenant meridianks.com
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ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Software;
iii. access all or any part of the Services and/or Documentation in order to build a product or service which competes with the Services, Software and/or the Documentation provided by this Agreement;
iv. use the Services, and/or Documentation to provide services to third parties: or v. subject to the Assignment Section, license, sublicense, sell, rent, lease, transfer, subcontract, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, and/or Documentation available to any third party except the Authorized Users, or vi. attempt to obtain, or assist third parties in obtaining, access to the Services, and/or Documentation, other than as provided under this clause. g. The CLIENT shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services, and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify MERIDIAN. The rights provided under this Section are granted to the CLIENT only and shall not be considered granted to any subsidiary or affiliate of the CLIENT. h. Additional User Subscriptions
i. The CLIENT may, during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in Schedule 1 and MERIDIAN shall grant access to the Services to such additional Authorized Users in accordance with the provisions of this Agreement. ii. If the CLIENT wishes to purchase additional User Subscriptions, the CLIENT shall notify MERIDIAN in writing. MERIDIAN shall evaluate such request for additional User Subscriptions and respond to the CLIENT with approval or disapproval of the request and such approval not to be unreasonably withheld.
iii. If MERIDIAN approves the CLIENT's request to purchase additional User Subscriptions, the CLIENT shall, within thirty (30) calendar days of the date of MERIDIAN'S invoice, pay MERIDIAN the relevant fees for such additional User Subscriptions as set out in Schedule 1 and, if such additional User Subscriptions are purchased by the CLIENT part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall not be pro rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
3. Fees; Payment Terms
a. Fees. In consideration of this Agreement, CLIENT will pay the Subscription fees set forth in Schedule 2 (the "Subscription Fees"). In consideration of any other products provided or services performed under this Agreement, CLIENT will pay the fees and charges described in the applicable Schedule. On the Effective Date of this Agreement, the Subscription Fees shall be payable with respect to the Initial Subscription Term and at least thirty (30) calendar days prior to each anniversary of the Effective Date, the Subscription Fees shall be payable with respect to the next Renewal Period. If, at any time while using the Services, the CLIENT exceeds the amount of storage space specified in Schedule 2, MERIDIAN shall charge the CLIENT, and the CLIENT shall Saas Agreement: Multi-Tenant meridianks.com
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pay MERIDIAN'S then current excess data storage fees. MERIDIAN'S excess data storage fees are set out in Schedule 2 and current as of the Effective Date. MERIDIAN shall be entitled to increase the Subscription Fees, with respect of the additional User Subscriptions purchased, and/or the excess storage fees at the start of each Renewal Period upon thirty (30) calendar days' prior notice to the CLIENT and Schedule 2 shall be deemed to have been amended accordingly.
Fees are non-cancellable and non-refundable except as otherwise stated herein. b. Payment. All fees and expenses will be due and payable to MERIDIAN within thirty (30) calendar days after the date of invoice. All fees and expenses will be paid to MERIDIAN in United States dollars, by wire transfer of funds to an account designated by MERIDIAN or by check sent to MERIDIAN at Attention: Accounts Receivable, Meridian Knowledge Solutions, LLC, 80 Iron Point Circle, Suite 100, Folsom, CA 95630 unless otherwise specified by MERIDIAN. All past-due payments will bear interest at the rate of one and one-half percent ( 1 ½%) per month or the maximum rate allowed by law, whichever is less. MERIDIAN shall have the right to terminate the Agreement for default/cause if the CLIENT does not pay MERIDIAN'S undisputed invoices within the terms contained herein. All outstanding invoices will be due and payable immediately upon such termination. If CLIENT does not pay MERIDIAN for any undisputed outstanding invoices, and MERIDIAN incurs any additional costs including, but not limited to court costs, attorney's fees and other damages , in the collection of said invoices, MERIDIAN shall have the right to recover the additional costs from CLIENT.
c. PCI Compliance. In the event CLIENT engages in payment card transactions as part of the services provided by MERIDIAN , CLIENT shall comply with the Payment Card Industry Data Security Standard ("PCI-DSS") and any amendments or restatements of the PCI DSS during the Term of this agreement. CLIENT accepts responsibility for the security of customer credit card data in its possession, even if all or a portion of the services by MERIDIAN are subcontracted to third parties.
d. Taxes. CLIENT acknowledges and agrees that it is responsible for the payment of all applicable taxes and duties, including, without limitation, sales, use, excise, value added and franchise taxes, associated with this Agreement, the products provided, and the services performed under this Agreement, except for taxes based on MERIDIAN'S income. e. The CLIENT shall on the Effective Date provide to MERIDIAN valid, up-to-date and complete approved purchase order information acceptable to MERIDIAN and any other relevant information needed by MERIDIAN to invoice CLIENT.
f. If MERIDIAN has not received payment within thirty (30) calendar days after the due date of any undisputed invoice, and without prejudice to any other rights and remedies of Meridian, MERIDIAN may, without further liability to the CLIENT. disable the CLIENT's passwords, accounts and access to all or part of the Services. MERIDIAN shall be under no further obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and MERIDIAN shall have the right to terminate the Agreement for default if the CLIENT does not pay MERIDIAN'S undisputed Saas Agreement: Multi-Tenant meridianks.com
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invoices within the terms contained herein. All outstanding invoices will be due and payable immediately upon such termination. If CLIENT does not pay MERIDIAN for any undisputed outstanding invoices, and MERIDIAN incurs any additional costs including, but not limited to court costs, attorney's fees and other damages, in the collection of said invoices, MERIDIAN shall have the right to recover the additional costs from CLIENT.
4. Proprietary Rights
a. CLIENT acknowledges and agrees that the Software is protected by U.S. and international copyright, patent, trademark, trade secret and other intellectual property rights and registrations.
CLIENT acknowledges that all right, title and interest in and to the Software and all intellectual property rights thereto will be owned solely by MERIDIAN and its licensors, as applicable. CLIENT will not remove, obliterate, obscure or alter any copyright or other proprietary rights notice that appears on the Software. Except for the limited rights expressly granted to CLIENT under this Agreement, CLIENT is not granted any other rights in or to the Software. All rights in and to the Software not specifically granted herein are reserved to MERIDIAN and its licensors, as applicable.
5. Confidentiality Obligations
a. Confidential Information. "Confidential Information" means any and all information that is of a confidential, proprietary or trade secret nature that is furnished or disclosed by one Party to the other Party under this Agreement. Without limiting the generality of the foregoing, "Confidential Information" includes the Software (including the object code and source code forms thereof), the specific business terms of this Agreement and any other information that is marked as "Confidential." "Proprietary," "Trade Secret" or in some other manner to indicate its confidential, proprietary or trade secret nature. "Confidential Information" will not include: (i) information that is or becomes publicly known through no fault of the other Party ; (ii) information received from a third party that was disclosed without breach of any confidentiality obligation; (iii) information approved for release by written authorization of a Party ; (iv) information developed or created independently by one Party without reference to, or use of, the other Party's Confidential Information; or (v) information that may be required by law, regulation or an order of any court, agency or proceeding to be disclosed, provided that the Party from whom the Confidential Information is sought will provide the other Party with written notice of any such required disclosure once the Party has knowledge of it and will help the other Party at the expense of the Party to the extent reasonable to obtain an appropriate protective order. b. Non-Disclosure. All Confidential Information will remain the property of the Party to whom it originally belonged and neither Party will not be deemed by virtue of its access to the other Party's Confidential Information to have acquired any right or interest in or to any such Confidential Information, other than as specifically set forth herein. The Parties agree: (i) to hold the Confidential lnfomnation in strict confidence; (ii) except as expressly authorized in this Agreement, not to disclose any Confidential Information to any third party other than employees and independent contractors of the respective Party who have a need to know the Confidential Saas Agreement: Multi-Tenant meridianks.com
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Information for the purposes of this Agreement and who are subject to a confidentiality agreement that affords at least as much protection to the Confidential Information as this Section 5; (iii) to use the Confidential Information solely and exclusively in accordance with the terms of this Agreement in order to carry out the Party's obligations and exercise its rights under this Agreement; and (iv) to notify the other Party promptly of any unauthorized use or disclosure of the Confidential Information and to cooperate with and assist the other Party in every reasonable way to stop or minimize such unauthorized use or disclosure.
c. Injunction. The Parties agree that if a court of competent jurisdiction determines that either Party has breached, or attempted or threatened to breach, its confidentiality obligations to the other Party or the other Party's proprietary rights, the non-breaching Party will be entitled to obtain appropriate injunctive relief and other measures restraining further attempted or threatened breaches of such obligations. Such injunctive relief or other measures will be in addition to, and not in lieu of, any other rights and remedies available to the Party.
6. Client Data
a. The CLIENT shall own all rights, title and interest in and to all of the CLIENT Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the CLIENT Data. b. MERIDIAN shall follow its commercially reasonable backup procedures for CLIENT Data and said procedure may be amended by MERIDIAN in its sole discretion from time to time based upon best practices. In the event of any loss or damage to CLIENT Data, the CLIENT's sole and exclusive remedy shall be for MERIDIAN to use reasonable commercial activities to restore the lost or damaged CLIENT Data from the latest back-up of such CLIENT Data maintained by MERIDIAN in accordance with the backup procedure described herein. MERIDIAN shall not be responsible for any loss, destruction, alteration or disclosure of CLIENT Data caused by any third party (except those third parties subcontracted by MERIDIAN to perform services related to CLIENT Data maintenance and back-up).
c. MERIDIAN shall, in providing access to the Services, comply with its Privacy Policy relating to the privacy and security of the CLIENT Data available at http://www.meridianks.com/privacy statement/ or such other Policy as may be given to the CLIENT from time to time, as such document may be amended from time to time by MERIDIAN in its sole discretion. d. The CLIENT shall not store or process Personally Identifiable Information (PII) or Personally Identifiable Health Information (PHI) within the Software. PII is defined as information that can be used to uniquely identify a single individual and may include an individual's name in combination with a Driver's License, Social Security Number or Credit Card Information. The definition of PII varies depending on international, federal, state and local laws and the definition contained herein shall be used for reference purposes only and shall not be construed as covering all possible Saas Agreement: Multi-Tenant meridianks.com
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definitions of PII. PHI is defined as any information that is related to an individual's health record as defined by the Health Insurance Portability and Accountability Act (HIPAA). e. PHI/PII Processing - The parties shall comply, and warrant that they have complied, with implementing all applicable data protection and privacy laws and regulations in any relevant jurisdiction (together, the "Data Protection Laws"); and where, in connection with this Agreement, the Software is processing information related to PHI/PII on behalf of the CLIENT, MERIDIAN shall:
i. Process the PHI/PII only on the written instructions of CLIENT; ii. Make all reasonable efforts to implement appropriate technical and organizational measures to protect those PHI/PII against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing; iii. Return or destroy all such personal data promptly upon the termination of this Agreement, or at any time during the term of this Agreement upon written instructions from CLIENT; iv. Not disclose PHI/PII to any person except as required or permitted by this Agreement or with CLIENT's written consent;
v. Provide full cooperation and assistance to CLIENT in implementing any procedures required in order to comply with data privacy laws to which .CLIENT is subject, as advised by CLIENT from time to time;
vi. Not process PHI/PII except to the extent reasonably necessary to the performance of this Agreement;
vii. Notify CLIENT immediately in the event of any breach of the security of such personal data. and cooperate with CLIENT in any post- breach investigation or remediation efforts; and viii. Notify CLIENT promptly in the event that MERIDIAN is required by law, court order, warrant , subpoena, or other legal or judicial process to disclose any PHI/PII to any person other than CLIENT.
The CLIENT shall make all reasonable efforts to ensure that those Personal Data are accurate and up to date at all times, to the extent that it is within CLIENT's ability to do so.
The Parties hereto agree, that the above warranties relating to PHI and PII are Meridian's sole responsibilities related to the processing and control of CLIENT PHI and PII.
7. European Union Clients
In the event that CLIENT will access PII originating from a country in the European Economic Area ("EEA") or from a country outside the EEA, MERIDIAN shall, if requested by CLIENT, will comply with the applicable Privacy Law Legislation in coordination with the European Commission, relating to requirements of the European Union's Directive on Data Protection. CLIENT warrants that it has the consent of its employees, independent contractors or any other individual whose PII is being processed and/or transmitted within the Services and MERIDIAN shall have no liability should CLIENT not have received such consent. CLIENT will indemnify, defend and hold MERIDIAN harmless should Saas Agreement: Multi-Tenant meridianks.com
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any such individual or group of individuals bring any suit against MERIDIAN for violation of any applicable law.
8. Limited Warranty I Acceptance
a. MERIDIAN warrants that it will perform the Services in a manner consistent with industry standards reasonably applicable to the performance thereof. MERIDIAN does not warrant that Client's use of the Services will be uninterrupted or error free. The limited warranties set forth in this Agreement do not apply to any deviation by the Software from the specifications set forth in the applicable Schedule that is caused by, or results from, (i) improper usage of Software APls (Application Programming Interfaces) or the introduction/import of corrupt data into the Software by anyone other than MERIDIAN; (ii) use of the Services for any purpose other than that authorized in this Agreement; (iii) use of the Services in combination with other software, data or products that are defective or incompatible with, or are not authorized by MERIDIAN for use with, the Services; (iv) any malfunction of CLIENT's software, hardware, computers or computer-related equipment; (v) CLIENT'S failure to use any Updates made available by MERIDIAN: or (vi) an event of Force Majeure (defined below).
b. Meridian does not and cannot control the flow of data to or from the software and other portions of the internet. such flow depends in large part on the performance of internet services provided or controlled by third parties. at times, actions or inactions of such third parties can impair or disrupt customer's connections to the internet (or portions thereof). although meridian will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, meridian cannot guarantee that such events will not occur. accordingly, meridian disclaims any and all liability resulting from or related to such events. the foregoing warranties are made in lieu of all other warranties, express and implied, including , without limitation, any implied warranties of merchantability or fitness for a particular purpose, and any warranties arising out of course of dealing or course of performance . except as expressly provided herein, there is no warranty against interference with client's enjoyment of the software or against infringement, the services are provided "as is," and meridian disclaims any warranty as to the quality, operation of, access to or use of all or any part of the software and any warranty that (I) the services will operate uninterrupted or error-free, (ii) the results arising out of the use of the services will be accurate, complete or error-free, or (iii) the services will meet the needs of client or its clients, agents or suppliers.
c. Acceptance of the Software will be upon the CLIENT's receipt of the URL from MERIDIAN, where CLIENT will be provided access to the Software.
9. Other CLIENT Obligations
a. The CLIENT shall provide MERIDIAN with:
i. all necessary cooperation in relation to this Agreement :
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ii. all necessary access to such information as may be required by MERIDIAN in order to render the SeNices, including but not limited to CLIENT Data, security access information and configuration seNices:
iii. comply with all applicable laws and regulations with respect to its activities under this Agreement;
iv. carry out all other CLIENT responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the CLIENT's provision of such assistance as agreed by the parties, MERIDIAN may adjust any agreed timetable or delivery schedule as reasonably necessary;
v. ensure that the Authorized Users use the SeNices and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User's breach of this Agreement;
vi. obtain and maintain all necessary licenses, consents, and permissions necessary for MERIDIAN, its employees, subcontractors and/or agents to perform their obligations under this Agreement, including without limitation the SeNices; vii. ensure that its network and systems comply with the relevant specifications provided by MERIDIAN from time to time; and
viii. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to MERIDIAN'S data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the CLIENT's network connections or telecommunications links or caused by the internet 10, Indemnification
a. Each Party (the "Indemnifying Party") agrees to defend the other Party, its affiliates and each of their respective officers, directors, employees, contractors and agents (each an "Indemnified Party") from and against any action, claim, suit, investigation or other proceeding brought by a third party (a "Claim") to the extent such Claim results from the Indemnifying Party's breach of this Agreement or the negligence, willful misconduct or fraud or violation of law on the part of the Indemnifying Party, its officers, directors, employees, agents or other representatives in connection with this Agreement. The Indemnifying Party will indemnify and hold harmless the Indemnified Party from any liabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys' fees and costs of defense) incurred by or levied against such Indemnified Party as a result of such Claim that infringes any currently existing United States copyright, patent, trademark or trade secret of a third party. b. MERIDIAN will have no obligation to defend CLIENT with respect to any claim, demand, action or proceeding, described herein, that is based upon:
(i) use of other than the then-current release of the Software, if infringement could have been avoided by use of the then-current release and the then-current release has been made available to CLIENT; (ii) use of the Services in conjunction with CLIENT'S data, where use with such data gave rise to the infringement claim; (iii) use of the Services with other software, where use of such other software gave rise to the infringement claim; (iv) use of any SeN ices in a manner inconsistent Saas Agreement: Multi-Tenant meridianks.com
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with its documentation; or (v) use of any Services in a manner that breaches this Contract Agreement. CLIENT will defend MERIDIAN from and against any and all liability, damage, loss or expense (including reasonable attorneys' fees) arising out of any claim, demand, action or proceeding based on allegations arising as a result of (i) use of the Services by CLIENT in conjunction with any data, equipment or software not provided by MERIDIAN, where the Services would not itself be infringing or otherwise the subject of the claim; (ii) use of the Services by CLIENT in a manner not permitted by this Agreement; (iii); (iv) use of the Services by CLIENT in any unlawful, improper or inappropriate manner or for any unlawful, improper or inapprop riate purpose; (v) any claim of infringement of any patent or copyright or misappropriation of any trade secret in which CLIENT or any affiliate of CLIENT has a pecuniary or other material interest; or (vi) breach of any of CLIENT's warranties or covenants.
11. Term and Termination
a. The term of this Agreement will begin on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, shall be automatically renewed for successive periods of twelve (12) months ("Renewal Period"), unless:
i. Either party notifies the other party of termination, in writing, at least sixty (60) calendar days before the end of the Initial Subscription Term or any subsequent Renewal Period, in which case this Agreement shall terminate upon the expiration of the applicable Initial Subscription Term or Renewal Period; or
ii. Otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the entire Subscription Term.
b. Either party may terminate this Agreement immediately upon notice to the other party if such other party materially breaches a provision of this Agreement or Schedule, as applicable, and fails to cure such breach within thirty (30) calendar days after receipt of notice of such breach from the non-breaching party. If, in the sole judgment of the non-breaching party, such breach cannot reasonably be cured within such thirty (30) calendar day period, the non-breaching party may, in its sole discretion, grant the breaching party an additional thirty (30) calendar day period following the expiration of the first thirty (30) calendar day period in which to cure such breach; provided that the non-breaching party may terminate this Agreement or such Schedule, as applicable, immediately if the breaching party has failed to cure such breach within such second thirty (30) calendar day period.
c. Either party may terminate this Agreement immediately upon notice to the other party if such other party (i) files for or has filed against it a bankruptcy petition and such petition is not dismissed within sixty (60) calendar days after the filing date, (ii) becomes insolvent or (iii) makes an assignment for the benefit of its creditors .
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12. Effect of Termination
a. Upon the expiration or termination of this Agreement, i. all rights granted to CLIENT under this Agreement will immediately terminate; ii. CLIENT will cease any further use of the Services.
b. At MERIDIAN'S request, CLIENT will verify in writing to MERIDIAN that CLIENT has taken the actions described in Section 12(a)(ii). MERIDIAN may destroy or otherwise dispose of any of the CLIENT Data in its possession unless MERIDIAN receives, no later than ten (1 O) business days after the effective date of the termination of this Agreement, a written request for the delivery to the CLIENT of the then most recent back-up of the CLIENT Data. MERIDIAN shall use reasonable commercial efforts to deliver the back-up to the CLIENT within thirty (30) calendar days of its receipt of such a written request, provided that the CLIENT has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The CLIENT shall pay all reasonable expenses incurred by MERIDIAN in returning or disposing of CLIENT Data. The accrued rights of the parties at termination, or the continuation after termination of any provision expressly staled to survive or implicitly surviving termination shall not be affected or prejudiced. The rights and obligations of each of the parties set forth in Sections 2, 3, 4, 5, 6, 7, 8, 10, 12, 13, 14, 17. 18, 20, 21, 23, 24 and 25 and any other Section or Statement herein that by its nature is intended to survive will survive the expiration or termination of this Agreement. Any payments owed by CLIENT as of the termination date shall become immediately due and payable.
13. Limitation of Liability
Except in the case of an infringement by client of any of meridian's proprietary rights, neither party will be liable to the other party for any lost profits, lost data or special, indirect, incidental, consequential or punitive damages of any nature, for any reason, including, without limitation, the breach of this agreement or any termination of this agreement, whether such liability is asserted on the basis of contract , tort (including negligence or strict liability) or otherwise, even if such party has been warned of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy of any kind. except as expressly set forth herein, all remedies, including, without limitation, the termination of this agreement and all of the remedies provided by law (and not excluded pursuant to the foregoing sentence) will be deemed cumulative and not exclusive. in no event will the liability of meridian under this agreement exceed the total fees paid by client hereunder during the twelve ( 12) months prior to the date any claim is made against MERIDIAN.
14. Government Use/Procurement
a. MERIDIAN provides the Service and access to the Software for ultimate U.S. Government end use solely in accordance with the following: Government technical data and software rights related to the Service and the Software include only those rights customarily provided to the public as Saas Agreement: Multi-Tenant meridianks.com
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defined in this Agreement. This customary commercial license is provided in accordance with FAR
12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with MERIDIAN to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable agreement.
b. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service and the Software. Without limiting the foregoing: (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; and (b) each Party shall not permit any User to access or use the Service and the Software in violation of any U.S. export embargo, prohibition or restriction.
15. Assignment
CLIENT may not assign or otherwise transfer this Agreement or its rights and obligations hereunder without the prior written consent of MERIDIAN, which consent will not be unreasonably withheld. Any transaction or series of transactions in which (i) more than fifty percent (50%) of the outstanding voting stock or membership interests of CLIENT are transferred to a third party, or (ii) all or substantially all of CLIENT's assets are sold to a third party, will be deemed an assignment of this Agreement. Any purported assignment or other transfer without the consent of MERIDIAN (a) will be void and of no force or effect, and (b) will constitute a material breach of this Agreement.
16. Force Majeure
Except for a party's payment obligations hereunder, neither party will be deemed in default of this Agreement to the extent that performance of its obligations, or attempts to cure any breach thereof, are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorist attack, act of government, network or telecommunication system failure, sabotage or any other cause beyond the control of such party ("Force Majeure"), provided that such party promptly gives the other party notice thereof. In the event of such Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure but not in excess of six (6) months.
17. Severablllty
If a court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or otherwise unenforceable for any reason, such provision will be deemed stricken to the extent Saas Agreement: Multi-Tenant meridianks.com
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that it is illegal, invalid or otherwise unenforceable . All remaining provisions will remain in full force and effect and this Agreement will be interpreted as if it had not contained the severed provision.
18. Governing Law
Issues regarding the validity, ownership or enforcement of any copyright, patent, trademark or other proprietary right licensed or sublicensed hereunder will be determined under the applicable law of the United States and the State of California , as applicable. With respect to all other issues , this Agreement will be construed under and governed by the substantive laws of the State of California without resort to conflict of laws principles. Each party agrees that any legal proceeding commenced by one party against the other party under this Agreement will be brought in any state or Federal court having jurisdiction over Orange County, California . Each party submits to such jurisdiction and waives any objection to venue or claim of inconvenient forum. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded .
19. Headings
Captions and section headings used herein are for reference purposes only and will not control or alter the meaning of this Agreement as set forth in the text.
20. Waiver
a. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. b. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
21. Notices
Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 AM on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the nonnal course of post.
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If to MERIDIAN: With a copy to: If to CLIENT: ATTN: With a copy to:
ATTN: Contracts ATTN: Legal Lori Schnaider, HR Clerk of Council Meridian Department City of Santa Ana City of Santa Ana Knowledge Meridian 20 Civic Center Plaza 20 Civic Center Plaza Solutions, LLC Knowledge M-24 M-30
80 Iron Point Solutions, LLC P.O. Box 1988 P.O. Box 1988 Circle 80 Iron Point Santa Ana, CA 92701 Santa Ana, CA 92701 Suite 100, Circle
Folsom, CA Suite 100
95630 Folsom, CA
95630
22. No Partnership or Joint Venture
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). This Agreement shall not prevent MERIDIAN from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation , products and/or services which are similar to those provided under this Agreement.
23. Non-Sollcltatlon
In addition to the obligations set forth in Section 5, during the term of this Agreement and for a period of twelve (12) months immediately following the last occurrence of any introductions , interviews, or provision of services under this Agreement, the PARTIES agree not to solicit or hire, indirectly or directly, in either an employee or independent contractor capacity, any individual who (i) was introduced under this Agreement; ( ii) the PART! ES have interviewed under this Agreement ; (iii) has provided services under this Agreement, or (iv) the PARTIES or its employees, representatives and or agents have received information about or as the result of any introduction, interview or service provided under this Agreement. Should a PARTY breach this Section of the Agreement in any instance the breaching PARTY will pay the other PARTY an amount of two (2) times the then current annual salary (including any applicable bonus compensation) of the individual solicited. Said payment will be made within fifteen (15) calendar days of the breach as notified in writing by the non-breaching PARTY. The Parties hereto further agree that the limit on liability as defined herein does not apply to this Section 23.
24. Disputes and Arbitration
a. The parties agree that in the event of a dispute or alleged breach they will work together in good faith to resolve the matter internally by escalating it to higher levels of management and, if Saas Agreement: Multi-Tenant meridianks.com
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necessary, to use a mutually agreed upon alternative dispute resolution mechanism (other than arbitration) prior to resorting to arbitration. If the parties are unsuccessful at resolving said dispute or alleged breach, then the parties shall seek arbitration. Except as set forth in Section 5, the parties agree to submit to binding arbitration within six (6) months of the last event giving rise to any controversy arising out of this Agreement or involving the construction or application of any of the terms of this Agreement and to waive any statute of limitations to the contrary. Notification to the other party of a written request for arbitration shall comply with Section 22 governing Notices.
Any timely and properly noticed request for arbitration shall be submitted to binding arbitration through the American Arbitration Association pursuant to its Commercial Arbitration Rules. Each party shall pay for its own attorneys' fees and costs for the arbitration. The parties shall split equally the cost of the arbitrator. Both parties are entitled to conduct discovery in accordance with any applicable law. The arbitrator shall apply Virginia and Federal law to the issues presented and shall issue a written memorandum of decision. The decision of the arbitrator shall be final and binding, and the parties waive the right to a jury trial, a trial de novo or appeal except for the purpose of enforcing the arbitrator's decision. The prevailing party will be entitled to recover reasonable attorneys' fees and costs of any action for enforcement, the amount of any such attorneys' fees and costs award to be determined by the Arbitrator. b. Except as set forth in Section 5 with regard to injunctive relief, the parties expressly state that it is their intent to arbitrate disputes between them. Therefore, this Agreement shall be construed so as to be consistent with applicable Federal and Virginia law and to be enforceable to the maximum extent allowable by law to provide arbitration as the forum to resolve their disputes. If necessary, any portion of this Agreement that is unenforceable by law shall be stricken, and the arbitrator or the court, as the case may be, shall have the power to reform this Agreement to the extent necessary to comply with applicable law and to give effect to the parties' intent that they shall arbitrate their disputes.
25. Publicity
CLIENT grants MERIDIAN permission to utilize the CLIENT's trademarks, trade names, or other designations in any promotion, press release or publication subject to CLIENT'S advance approval of said promotion, press release or publication. MERIDIAN will provide proposed promotion, press release or publication to CLIENT within a reasonable time but not less than two business days prior to draft being made public. CLIENT will have the right to make any changes that CLIENT deems reasonably necessary.
26. Entire Agreement
a. Except as otherwise provided for herein, this Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written, between the parties with respect to the subject matter hereof. This Agreement will be binding on and inure to the benefit of the legal representatives, successors and permitted assigns of the parties. This Agreement may not be Saas Agreement: Multi-Tenant meridianks.com
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modified or refined unless amended by both Parties under a written and signed amendment. The issuance of any additional terms and conditions by either Party hereto included with purchase orders or other documents are null and void. In the event of any conflict between these General Terms and Conditions and a provision of any Schedule, the provision of the Schedule will control, but only with respect to the subject matter of the Schedule.
27. Service Level Agreement and Software Support
The Services provided by MERIDIAN under this agreement are bound by the Service Level Agreement (SLA) as described herein. In the case of an SLA violation, the respective remedies described herein will apply. The SLA penalty applicable in any given month is subject to a total cumulative penalty cap of 10% of the current month's hosting service fees ("Service Credits").
Any Service Credits due under this agreement will be credited promptly but in no event later than the quarter following the calculation of the Service Credit.
MERIDIAN will be provided a ramp up period of ninety (90) days from software Go Live (Production go live date) before any SLA requirements and subsequent remedies go into effect.
System Availability: will mean, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the total time (measured in minutes) during such month, and thereafter dividing the difference so obtained by the total time during such month. Represented algebraically , System Availability for any particular calendar month is determined as follows:
(Total Monthly Time - Unscheduled Downtime } System Availability = Total Monthly Time Note: "Total Monthly Time" is deemed to include all minutes in the relevant calendar month excluding minutes of downtime caused by Scheduled Downtime, only to the extent such minutes are included within the Subscription Agreement Term.
MERIDIAN will undertake commercially reasonable measures to ensure that System Availability equals or exceeds 99. 70 % during each calendar month. MERIDIAN will undertake commercially reasonable measures to notify CLIENT in advance of Scheduled Downtime. The timing of Scheduled Downtime is subject to change at MERIDIAN's sole discretion.
Measurement and Reports: MERIDIAN will monitor System Availability metrics on an ongoing basis.
All measurements of System Availability will be calculated on a monthly basis for each calendar month during the term of this agreement. MERIDIAN shall provide the System Availability report to CLIENT, on an as required basis, when requested by CLIENT. This report will contain performance metrics Saas Agreement: Multi-Tenant meridianks.com
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against the System Availability SLA obligations as depicted herein; and specific to unscheduled downtime events only.
Remedies: In the event System Availability is not equal to or greater than 99.70% for a given month, CLIENT will be entitled to service level credits against its subsequent payment obligations (as set forth in this Subscription Agreement) according to the following chart:
System Availability Available Credit (% of mont/Jly service fee)
99.70% - 100.00% No Credit.
95.00% - 99.69% Three percent (3%) of the applicable monthly hosted service fees for the applicable calendar month.
90.00% - 94.99% Six percent (6%) of the applicable monthly hosted service fees for the applicable calendar month.
<89.99% Ten percent (10%) of the applicable monthly hosted service fees for the applicable calendar month.
CLIENT's credits under this section are CLIENT's sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by MERIDIAN to meet the Service Availability required by this agreement. The monthly available credit is capped at the lesser of $5,000 or the total cap as set forth in the System Availability section herein.
1) Exceptions
CLIENT shall not receive any credits in connection with any failure or deficiency Availability caused by or associated with:
i. Force Majeure events beyond MERIDIAN's reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage. armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, ecommerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this Schedule; ii. Failure of access circuits to the ISP Network, unless such failure is caused solely by MERIDIAN;
iii. Scheduled maintenance and emergency maintenance and upgrades; iv. DNS issues outside the direct control of MERIDIAN;
v. Issues with FTP, POP, or SMTP CLIENT access;
vi. False Schedule breaches reported as a result of outages or errors of any MERIDIAN measurement system;
vii. CLIENTS acts or omissions (or acts or omissions of others engaged or authorized by CLIENT), including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP), any negligence, willful misconduct, or use of the Services in breach of MERIDIAN's Terms and Conditions and Acceptable Use Policy;
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viii. E-mail or webmail delivery and transmission;
ix. DNS (Domain Name Server) Propagation; and/ or
x. Outages elsewhere on the Internet that hinder access to your account. MERIDIAN is not responsible for browser or DNS caching that may make your site appear inaccessible when others can still access it. MERIDIAN will guarantee only those areas considered under the control of MERIDIAN: MERIDIAN server links to the Internet, MERIDIAN'S routers, and MERIDIAN'S servers.
2) Software Support. MERIDIAN will provide software support as defined below:
i. During Standard Business Hours
ii. Access for up to three (3) named system administrators, provided their successful completion of Meridian's administrator proficiency training
iii. Help desk support and guidance on the use of existing base product functions. Effort exceeding a total of one (1) hour per one function is considered Training and is not included as part of Software Support.
iv. Troubleshooting of CLIENT reported functional and technical issues related to the intended use of the Software.
v. Troubleshooting of third-party or client-developed content, as it relates to successfully launching and tracking in the Software.
To provide effective support for CLIENT submitted support requests, MERIDIAN will categorize issues based upon the issue's severity level and the time it was received. MERIDIAN may require additional details from CLIENT after initial issue submission to help resolve the issue. Additional details regarding severity levels and response time targets are detailed in MERIDIAN's Support Policy.
3) Support E)(clusions. All other support that is not explicitly defined in Section 2 Software Support in this Schedule is excluded.
4) Credit Request and Payment Procedures.
In order to receive a credit for system availability as defined in Section 27b herein, CLIENT must make a request therefore by sending an email message to [email protected]. Each request in connection with this Schedule must include CLIENT's account number (per MERIDIAN's invoice) and the dates and times of the unavailability of CLIENT's Web site and must be received by MERIDIAN within ten (10) business days after CLIENT's Web Site was not available. If the unavailability is confirmed by MERIDIAN, credits will be applied within one week after MERIDIAN's receipt of CLI ENT's credit request.
Notwithstanding anything to the contrary herein, the total amount credited to CLIENT in a particular month under this Service Level Agreement shall not exceed the total Subscription fee paid by CLIENT for such month for the affected Services. Credits are exclusive of any applicable taxes charged to CLIENT or collected by MERIDIAN and are CLIENT's sole and exclusive remedy with respect to any failure or deficiency in the Availability of Service.
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28. Insurance
Meridian shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder, and the results of that work by the Meridian, its agents, representatives, or employees ..
A. Minimum Insurance Coverage - Coverage shall be at least as broad as:
I. Commercial General Liability (CGL}: Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04} or the general aggregate limit shall be twice the required occurrence limit.
2. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
B. Other Insurance Provisions- The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. Additional Insured Status- The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Meridian including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Meridian's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage- For any claims related to this contract, Meridian's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees , or volunteers shall be excess of the Meridian 's insurance and shall not contribute with it.
Notice of Cancellation- Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation- Meridian hereby grants to City a waiver of any right to subrogation, which any insurer of Meridian may acquire against the City by virtue of the payment of any loss under such insurance. Meridian agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
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C. Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
D. Verification of Coverage- Meridian shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Meridian's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
E. Subcontractors- Meridian shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Meridian shall ensure that City is an additional insured on insurance required from subcontractors.
F. Special Risks or Circumstances- City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
29. Survival
In the event of any termination of the Agreement, Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 21, 22, 23, 24, 25, 27, and 28 shall survive and continue in effect.
MERIDIAN: CLIENT:
MERIDIAN KNOWLEDGE SOLUTIONS,
Le gt a, limited iabilit company ~ ~
By: 0~Y> By:
Printed Name:Sttf'µ.€7\J A· ~a..f'GA]it?'l-p rinted Name: Kristine Ridge Title: (.,\,4\ e)~ (.:Y.)l-1, 1') l~t2.AT/\Jt Title: City Manager opr-,c.~
Date: OS -a:) ,'dDo'd-. Date:
[Signatures continue on the next page]
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ATTEST:
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
Byt~ ~ .L!f\1,,
Laura A. Rossini
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
~~~· / Executive Director
Human Resources Agency
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SCHEDULE 1
IMPLEMENTATION SERVICES SET UP AND OPTIONAL SERVICES
STATEMENT OF WORK# SOW-001
This Schedule One (1) Statement of Work ("SOW') defines the implementation Services being provided by MERIDIAN to CLIENT under the terms and conditions of the Software as a Service and Subscription Agreement; in order to enable MERIDIAN to deliver and CLIENT to receive those Software Services; and is executed by and between MERIDIAN and CLIENT.
A. Summary of Scope Implementation Professional Services
1. Standard Deliverable Summary
I
Meridian LMS software will be delivered to CLIENT preconfigured with standard settings derived from best practices. CLIENT will be provided a limited set of software configurable options that can be personalized to enable the software to meet their business needs (i.e. SCORM settings, Virtual meeting setup, domain configurations). MERIDIAN will (1) work with CLIENT to determine how these options should be configured and (2) implement each option based on the set of configurable parameters inherent to the software. Configuration will be limited to the product capabilities outlined in the current version of the MERIDIAN manuals and documentation as well as the scope defined herein.
The following table summarizes the software setup tasks that MERIDIAN will provide on a FFP basis. Details and scope of these services are further defined in Section B herein.
Standard Software Setup Tasks
-
1. Installation of Meridian LMS Environments 2. Discovery Session/Joint Requirements Development (JRD)
3. Configuration & Branding Application 4. System Integration
5. Production Installation 6. Training
7. Go Live Support
Additional Tasks
8. Historical Data Migration 9. Single Sign-On
10. E-commerce Integration 11. Ad Hoc Report Builder Implementation
12. Open Sesame Connection 13. HRIS/User Data Feed
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2. Change Control
CLIENT acknowledges and agrees that a fundamental guiding principle for planning and executing this process, including the establishment of the User requirements, will be the utilization of existing functionality of the Meridian LMS application on an out of the box basis. This functionality will be used to implement and deploy the requirements as defined herein and further by the Requirements documentation to be mutually developed and approved with the CLIENT. The estimated consulting fees and the planned schedule are based on this principle. The purpose of the Change Management process is to ensure that requests for Project changes (to requirements or software configuration) are property recorded, evaluated/assessed, properly dispositioned, and incorporated into the software implementation scope as required, and schedules with lhe proper priority and deliverable due dates.
8 , Scope Details
MERIDIAN will setup CLIENT's solution according to the following in-scope details. Each task is documented below, along with the MERIDIAN and CLIENT deliverables associated with each task, assumptions, and the acceptance criteria.
Any additional configurations, or e-learning consulting by MERIDIAN, outside the scope defined herein, can be performed by:
a. MERIDIAN Professional Services on a fixed fee or time and materials basis under a separate change request, or
b. CLIENT upon the completion of MERIDIAN Administration training.
MERIDIAN offers its Direct Labor Rates as depicted herein. Cost estimates for any additional service.swi ll be provided to CLIENT upon CLIENT'S request. Upon execution of the Schedule 2 Change Order, defining the additional work to be performed, associated cost and any other relevant information, MERIDIAN will commence work.
1. Standard Setup Tasks: Installation of Meridian LMS Environments.
The purpose of this task is to establish the Meridian LMS pre-production environments that support the software implementation lifecycle as outlined further in this SOW and ensure configuration management between software environments. The following software environments will be installed with out of the box settings as part of this task.
Meridian LMS Environments
Stage
(External)
MERIDIAN'S Staging Environment is an environment that is utilized to setup the CLIENT software based upon scope defined herein. The Stage environment is available for CLIENT Acceptance Testing , allowing project participants and stakeholders to log in and review overall functionality, implementation configurations, product extensions, and integrations that are applicable . . Saas Agreement:.Multi- Tenant meridianks.com
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MERIDIAN Deliverables CLIENT Deliverables
Establish Stage environment described as
aforementioned under section 1.
Provide Client project manager URL, login,
and password to stage environment.
Provide system baseline documentation .
Confirmation of receipt of URL and access
to the stage environment.
Assumptions Acceptance Criteria
Additional pre-production environments are
not included in this effort.
CLIENT will report access within three (3)
days of receiving the access information.
Client receipt of stage environment
credentials and confirmed access.
Receipt of baseline documentation.
2. Standard Setup Tasks: Discovery Session/Joint Requirements Development (JRD) The purpose of this task is for the facilitation of the Discovery/Joint Requirements Development Session to establish Meridian LMS application branding, system configurations, and integrations.
Furthermore , this session provides high level business process mapping to the Meridian LMS application.
MERIDIAN Delivera bles CLIENT Deliverables
Deliver one ( 1) day virtual session
Provide software application branding
checklist.
Document configuration requirements in the
Meridian Standard Requirements
Document.
Rough Order of Magnitudes (ROMs) related
to any scope changes or new tasks
identified.
Provide proper resources as depicted
herein.
List of attendees. coordinate date/times,
location(s), and meeting equipment needs.
Participate in follow up conference calls to
complete the Requirements
Documentation.
Assumptions Acceptance Criteria
- -
One ( 1) day virtual.
Use Case and Functional Requirements
associated to specific integrations are not in
scope.
System configuration requirements are
complete and documented.
Delivery of session.
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I
3. Standard Setup Tasks: Configuration and Branding Application The purpose of this task is to configure and test the Meridian LMS software application based upon the completed and approved Requirements Document as defined in task 8.2 above.
MERIDI AN Deliverables CLIENT Deliverables
Complete the setup of all agreed upon
software application configurations.
Setup One (1) branded Meridian LMS
CLIENT specific skin.
Graphics per branding checklist
specifications.
Assumptions Acceptance Criteria
Application Branding - MERIDIAN will
deliver one ( 1) round of final pre-production
skin mock up to the CLIENT for review and
approval prior to setup in the Meridian LMS
CLIENT Stage environment.
Application Branding - MERIDIAN will
deliver one (1) round of final pre-production
skin review and changes upon applying to
the Meridian LMS CLIENT Stage
environment.
MERIDIAN will conduct and support five (5)
days of Customer Acceptance Testing for
all tasks defined in section B herein.
4. Standard Setup Tasks: System Integration
Configurations completed and tested per
the Requirements specified in task 8.2
above.
Meridian LMS application CLIENT Branded
skin configured and tested, per the
Requirements specified in task 8.2 above.
The purpose of the following task is to setup the inbound to Meridian LMS HRIS Integration. The HRIS inbound feed transmits employee detail from CLIENT's HR system to MERIDIAN (e.g.
Employee Name, Organization, and Job Title).
CLIENT will provide three (3) flat files to MERIDIAN, in MERIDIAN's format, for the inbound processing and loading of HRIS data (Organizations, Job Titles, User data). The HRIS/DAIL Y FEED data (flat files) must follow the specifications designated in MERIDIAN's HRIS templates.
Any extension of the file schema's and/or processing/validation requirements may result in an expansion of scope for this task and may require additional funding. Meridian's tool to process the aforementioned flat files performs the appropriate inserts and updates of Organization Data, Job Titles, then Users, processing all data through the native APl's of Meridian LMS.
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MERIDIAN Deliverables CLIENT Deliverables
MERIDIAN Base HRIS template.
Configuration of the Meridian LMS HRIS
Tool based upon the completed
Requirements Document specified in task
B.2 above.
One pre-production load of a subset of
CLIENT production ready data for CAT
purposes.
One production load of full user data into
the CLIENT production environme nt.
Backfill and delivery of the three (3) flat files
to Meridian for processing: User Data,
Organizations, Job Titles .
Assumptions Acceptance Criteria
One-way HRIS integration inbound to the
Meridian LMS application only.
Meridian configure the HRIS and load a
subset of CLIENT production ready user
data in the Meridian LMS CLIENT Stage
environment for testing purposes .
MERIDIAN will conduct and support five (5)
days of Customer Acceptance Testing for
all tasks defined in section B herein.
Upon completion of CAT, MERIDIAN will
load a full set of CLIENT production data in
the Meridian LMS CLIENT production
environment.
5. Standard Setup Tasks: Production Installation
HRIS Tool configured and tested per the
Requirements specified in task 8.2 above ,
in the Meridian LMS CLIENT Stage
environment.
One ( 1) final data load in Meridian LMS
CLIENT Production environment.
The purpose of this task is to complete the installation of the Meridian LMS base application, database , configurations, branding and integrations into the Meridian LMS CLIENT production environment.
MERIDIAN Deliverables CLIENT Deliverables
Meridian LMS CLIENT production base code
and database installation.
MERDIAN will apply applicable configurations,
branding, and integrations.
Validation Meridian LMS CLIENT
Production install is completed per the
Requirements specified in task B.2
above.
Assumptio ns Acceptance Criteria
Limited to the installation of the application and
database of one instance of the Meridian LMS
CLIENT production environment.
Meridian LMS CLIENT Production
application has been installed and is
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Technical support does not extend to other
software or hardware support, data
integration/migration or the resolution of base
product issues.
MERIDIAN will conduct and support five (5)
days of Customer Acceptance Testing for all
tasks defined in section B herein.
6. Standard Setup Tasks: Training
accessible per the Requirements
specified in task 8.2 above.
The purpose of this task is to provide Implementation Readiness and Administrative training during the project implementation. The description of these trainings and the number of respective days is provided below.
Training Types Definitions
• Implementation Readiness Training (IRT) - two (2) days - The purpose of IRT is to level set terminology and provide core system concepts and features as it relates to key decisions that will be required during the Discovery/Joint Requirements Development Session. • Administrative - two (2) days - The purpose of Administrative training is to provide the in depth knowledge necessary to support administration system features and functions for the set up and management of the Meridian Leaming Management System.
MERIDIAN Deliverables CLIENT Deliverables
Conduct required training sessions as
depicted herein.
Printed Student Guides for up to twelve (12)
people.
Provide list of trainees , location(s), and
training equipment in order to facilitate a
hands-on training and demonstration of
product features and functionality.
Pre-approval of travel reimbursement, if
onsite instructor led training is required.
Assumptions Acceptance Criteria
No more than twelve (12) people.
Travel costs are not included in the cost.
Implementation Readiness Training is
provided prior to the Discovery/Joint
Requirements Session.
Administrative Training is typically provided
towards the end of the implementation.
schedule, prior to the Customer Acceptance
Testing initiation; but can be mutually agreed
upon.
A minimum of two (2) weeks' notice is required
prior to the scheduling of training in order to
Delivery of the scoped number of days of
training by type.
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appropriately manage resource schedules and
minimize travel costs/impacts.
End User Training is not provided within the
current scope of services.
Train-the-Trainer Training is not provided
within the current scope of services.
Technical Training is not provided within the
current scope of services.
Training Cancellation Policies
Rescheduling or cancellations may result in a cancellation fee per the following schedule, plus any reasonable and necessary expenses incurred as a result of preparing to deliver the training described herein. Notification of a cancellation or reschedule must be made to MERIDIAN in writing.
• More than 20 business days prior to training - 0% of standard Training fee. • 11-20 business days prior to training start- 25% of standard Training fee. • 6-10 business days prior to training start - 50% of standard Training fee. • 0-5 business days prior to training start- 100% of standard Training fee.
7. Standard Setup Tasks: Go-live Support
The purpose of this task is to provide CLIENT support from the initial deployment of configurations , branding, and integrations into the Meridian LMS CLIENT Production environment. This period allows the CLIENT to validate that Meridian LMS application containing all configuration, and integrations into the Production environment. Furthermore, it is the period in which the CLIENT is to finalize administrative configuration settings, new course and content readiness.
MERIDIAN Deliverables CLIENT Deliverables
Delivery of final branding, configurations, and
integrations into the Meridian LMS CLIENT
Production environment.
Final sign-off on the delivery of the
respective deliverables as stated in task
B herein, by MERIDIAN.
Assumptions Acceptance Criteria
Go live support consist of ten (10) business
days' worth of implementation resource
support post completion of the initial
deployment into the Meridian LMS CLIENT
Production environmen t.
Extension of the Go Live task as defined
herein will require additional funding.
Completion of ten (10) business day's
duration beyond the completion of the
initial deployment into the Meridian LMS
CU ENT Production environment.
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8. Additional Tasks: Historical Data Migration
The purpose of this task is to provide a Data Migration with the standard Meridian LMS implementation services as depicted herein. The Legacy Data Migration (migration of user historical transcript data to Meridian LMS). Meridian will support a one-way, inbound, one-time Production data migration to import historical data based on the maximum record set of up to 100,000 records.
MERIDIAN Deliverables CLIENT Deliverables
MERIDIAN Base Data M1grat1on template.
Configuration of the Meridian LMS HRIS Tool
based upon the completed Requirements
Document specified in task B.2 above.
One pre-production load of a subset of
CLIENT production ready data for CAT
purposes.
One production load of full user data into the
CLIENT production environment.
Backfill and delivery of the one ( 1) flat
file to Meridian for processing: User
Data, Transcripts.
Assump tions Acceptance Criteria
One-way inbound Data Migration into the
Meridian LMS application only.
CLIENT cannot change the format of the Data
Migration XLS file template.
Meridian will load a subset of CLIENT
production ready historical data in the Meridian
LMS CLIENT Stage environment for testing
purposes.
Content is not included in-scope.
MERIDIAN will conduct and support five (5)
days of Customer Acceptance Testing for all
tasks defined in section 8 herein.
Upon completion of CAT, MERIDIAN will
perform a one-time full data load of CLIENT
production data in the Meridian LMS CLIENT
production environment.
9. Additional Tasks: Single Sign-On
Data Migration completed and tested per
the Requirements specified in task B.2
above, in the Meridian LMS CLIENT
Stage environment.
One (1) final data load in Meridian LMS
CLIENT Production environment.
The purpose of this task is to provide an Active Directory or SAML integration with the Meridian LMS implementation. Setup is limited to the Meridian LMS application out-of-the-box solution for the integration of Microsoft Active Directory services/LOAP/SAML 2.0.
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MERIDIAN Deliverables CLIENT Deliverables
If Active Directory or LDAP:
Map Active Directory (AD) accounts to
Meridian LMS using "sAMAccountName" or
other unique identifier.
Establish service to query AD.
Configure IPsec tunnel.
If SAML 2.0:
Configure SAML Assertion Authentication.
Configure digital certificate for SAML signature
validation.
Configure SSL certificate for Meridian LMS
site.
If Active Directory or LDAP:
Provide remote access and credentials
to access AD/LDAP for application
Business Logic to query for
authentication.
Validate AD access in Meridian LMS
CLIENT Stage and Production
environmen t.
SAML 2.0:
Provide SAML Authentication
environment.
Provide digital certificate to enable
SAML digital signature on Meridian LMS
hosting server.
Provide SSL certificate to enable
secured communication between
Meridian LMS and Authentication
provider .
Validate SAML access in Meridian LMS
CLIENT Stage and Production
environment.
Assumptions Acceptance Criteria
Alternate or multiple Directory Services are out
of scope.
Single Sign-On mechanism must be
utilized/enforced across all domains.
SAML 2.0 Assertion integration assumes user
accounts already exist in Meridian LMS and
UID attributes of SAML assertion properly
maps to the Meridian LMS Login ID.
MERIDIAN will conduct and support five (5)
days of Customer Acceptance Testing for all
tasks defined in section B herein.
10. Additional Tasks: eCommerce Integration
AD/LDAP/SAM L integration/access
validated in Meridian LMS CLIENT
Stage and Production environments ; and
per the Requirements specified in task
B.2 herein.
The purpose of this task is to provide E-Commerce integration with the Meridian LMS implementation. The Meridian LMS application has native and standard integration capabilities with CyberSource, PayPal, Digital River, Authorize.Net and Elavon's e-commerce engine.
Meridian will support the configuration and setup of one integration to worl< with Client's respective merchant account.
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MERIDIAN Deliverables CLIENT Deliverables
Configuration of the Meridian LMS application e
Commerce functionality with Client's account
(one (1) Payment Gateway only).
Provide MERIDIAN with the
applicable Merchant Account
credentials.
Assumptions Acceptance Criteria
CLIENT will provide MERIDIAN with the
Merchant Account credentials to support the
required configurations of the Merchant Account
to be used/integrated with the Meridian LMS
application's e-commerce functiona lity.
Limited to one ( 1) payment Gateway only: TBD
Any other Payment vendors requiring integration
are not covered under this scope of work.
MERIDIAN will conduct and support five (5) days
of Customer Acceptance Testing for all tasks
defined in section B herein.
CLIENT validation of a successful
transaction of purchase through e
commerce functionality into the live
Merchant account.
Confirmation that the e-commerce
functionality has been correctly
configured and is functioning with
Customer's account information, and
in the Requirements specified in task
B.2 herein.
11. Additional Tasks: AdHoc
The purpose of this task is to install and setup the standard AdHoc reporting module for the CLIENT. Setup is limited to the Meridian LMS out of the box solution for AdHoc module that includes identified base product views and data object relationships.
MERIDIAN Deliverables CLIENT Deliverables I
Configuration of the Meridian LMS application. Provide MERIDIAN confirmation of functionality is configured within
Stage/Production environments.
Assumptions Acceptance Criteria I
CLIENT to configure desired base/custom
views and database object relationships
through configuration console that are not
currently exposed via the identified base
product views.
MERIDIAN will conduct and support five (5)
days of Customer Acceptance Testing for all
tasks defined in section B herein.
12. Additional Tasks: Open Sesame Integration
Confirmation that the Meridian AdHoc
functionality has been correctly
configured and is functioning per the
Requirements specified in task 8 .2
herein.
• -
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The purpose of this task is to configure and connect to the CLIENT's Open Sesame account of courseware. Setup is limited to the Meridian LMS out of the box solution.
MERIDIAN Deliverables
Configuration of the Meridian LMS application.
Assumotions
MERIDIAN will create all needed configurations
and database updates.
13. Additional Tasks: HRIS/User Data Feed
C. Project Schedule
CLIENT Deliverables
Provide MERIDIAN all requested account
information.
Acceotance Criteria
Confirmation that the Meridian Open
Sesame functionality has been correctly
configured and is functioning per
the Requirements.
The scope of the implementation services as depicted herein is limited to a one (1) phase software deployment, estimated to take sixteen (16) weeks.
Schedule is dependent on CLIENT's ability to:
1. Complete all Discovery and Planning activities per the mutually agreed upon baselined Project Plan, including but not limited to:
a. Data Template Completion.
2. Provide Configuration and Integration Requirements in a timely manner.
3. Provide feedback on all loaded data in a timely manner.
4. Execute Customer Acceptance Testing activities per the agreed upon Project Plan.
A draft Project Plan will be provided within one (1) week after the Project Kick-Off date. The detailed Project Plan is subject to modification during the software implementation lifecycle with the mutual agreement of both the CLIENT and MERIDIAN.
D. Roles and Responsibilities
MERIDIAN and CLIENT agree to staff the Project at levels and conditions as set forth in the mutually agreed upon Project Plan. At a minimum, across all tasks as defined in section 8.2 above. the Project will be staffed as follows:
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MERIDIAN Resources
Role Responsibilities Participation Skill Set
Acts as Meridian's single . Deployment Project Managemen t point of contact Stages. experience managing
throughout the project. Discovery. teams, issues,
. Develops and manages Execute. project schedules
project plan. Deploy. and financials.
Manages project issues Warranty. Meridian LMS
and mitigates risk on Workstreams configuration skills. behalf of Meridian. Project Mgmt Process definition
Prepares for and Software skills.
conducts status Setup.
meetings. Meridian
Provides status reports University.
and financial tracking.
Project Manager Conducts Requirement
Confirmation Workshops.
Participates in and
coordinates design,
configuration,
development, testing and
deployment activities.
Note: In most cases, the
Meridian Project Manager is
not fully dedicated to one
specific customer
deployment since the
responsibility does not
require a full-time resource.
. Conduct Requirement Deployment ' Meridian LMS
Confirmation workshops Stages. product features &
to gather in-scope Discovery. functiona lity expert.
product extension Execute. Industry Business
Technica l Solutions requirements for Warranty. Process expert.
Architect complex projects only. Workstreams SOL database skills.
Drives the joint project Software SQL query skills.
team to a solution to Setup. Process definition
meet all requirements in skills.
the most efficient and Data analysis skills.
constructive manner.
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Participates in execution Data conversion
of software development skills.
and testing activities.
Facilitates end-user and Deployment . Meridian LMS
system admin Stages. product configuration
Requirements Gathering Discovery . skills.
Sessions. Execute. In-depth Industry and
Confirms configurat ion Deploy. process knowledge.
requirements . Warranty . SOL query skills .
. Identifies gaps and Workstreams. Process definition
Implementation works with integrated Software skills.
Consultant team to develop Setup. Data analysis skills. resolutions.
Performs data
conversion and migration
activities.
Configures and tests
software per defined
requirement s.
Establishes technical Deployment Meridian LMS
environments . Stages. development expert.
Extends software for Discovery. SOL database skills.
requirements not Execute. SOL query skills.
Application supported by out-of-the- Deploy. .NET development box features & Warranty. skills. Developer
configu rations. Workstreams. Meridian LMS
Config ures/Deve lops Software technical
integrations with the Setup. infrastructure skills.
product per defined
requirement s.
Analyzes and assesses Workstreams. In-depth Industry
client's maturity level and Post knowledge.
skill sets. Deployment. In-depth knowledge
Assesses client's of industry best
Account Manager business processes and practices .
goals. Strategic planning .
Creates Project/Account
recommendations to Management.
drive the maturity and
I the business forward .
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Establishes and tracks Process definition
strategic initiatives . and development
skills.
Enablement and
communications
expert.
. Delivers Implementation Deployment Meridian LMS
Readiness and LMS Stages . product features &
Administrator training. . Discovery. functionality expert.
Tailors training delivery Execute. In-depth knowledge
to meet customer's . Workstreams of industry best Meridian Trainer business requirements Meridian practices. and/or configuration University.
decisions.
Finalizes training
logistics.
E. Cost Estimate
Item Description Cost - - ---
Standard Software Setup $28,875 .00
Training $6,000.00
Historical Data Migration $14,190.00
Single Sign-On $4,950.00
eCommerce Integration $6,270.00
HRIS/User Data Feed $10,065.00
AdHoc Setup $4,290.00
Open Sesame Integration ~1,320.00
Total Software Set up Fees $75,960.00
ASSUMPTIONS:
1. All Services are an estimate based on the understanding of the scope of work. Implementation Services may vary based on increased domains, user audience , and scope, or time changes.
Any additional Services that are identified through the wor1<book process (additional modifications , integrations, professional services support or consulting) can be added to this Agreement as needed or in a later CO SOW.
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2. All pricing for additional scopes of work is valid for ninety (90) calendar days from the date of submission to the CLIENT.
3. Travel costs are not included in the Cost Estimate and will be invoiced per MERIDIAN'S current travel guidelines.
F. Out of Scope
The following is currently deemed outside of the scope for this implementation:
• Migrations. integrations, modifications to the system that are not explicitly included in the scope of this SOW.
• Custom reports, localization. documentation, or online help. • Content cleansing, migration, or uploading unless specifically identified. • Consulting or professional services not specified in the implementation tasks (i.e. courseware development, courseware troubleshooting, SCORM, HW/SW configurations or internal network setup or maintenance).
• Advanced Graphical design or other advanced (e.g. flash) GUI support. • Editable training materials such as instructor and student guides.
G. Change Management
MERIDIAN recognizes that changes are a normal part of the project life cycle. Changes to the scope or timeline of the Services contemplated by this Agreement will require a formal Change Order Statement of Work ("Schedule 2") to be submitted by the MERIDIAN Project Manager to the CLIENT. Changes in scope may include an increase in cost and/or timeline and will be specified in each change request. Prior to beginning the change request, CLIENT must execute the Schedule 2 Change Order. MERIDIAN requires formal change acceptance before beginning work on any changes. Changes within the defined scope of the contract need approval by the CLIENT Project Manager and the MERIDIAN Project Manager. Acceptance for scope changes, are given when both the CLIENT Project Manager and the MERIDIAN Project Manager formally approve the change by signing off on Schedule 2 so that miscommunications are avoided. Project change procedure is as follows:
i. Identify change (can originate from the CLIENT Project Manager or the MERIDIAN Project Manager);
ii. MERIDIAN completes Change Request Form;
iii. MERIDIAN Project Manager determines the impact of the proposed change (schedule, resources, time, and/or cost) ;
iv. MERIDIAN Project Manager submits Schedule 2 to the CLIENT Project Manager for review/approval.
v. MERIDIAN Project Manager receives approval from the CLIENT Project Manager within three (3) business days; and
vi. MERIDIAN Project Manager modifies or, if necessary, re-baselines the Project Schedule and Plan to include the approved change.
' ' . . . - . . . . ' , . . . .
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vii. Work begins as agreed upon to incorporate change; or, viii. MERIDIAN Project Manager works with the CLIENT Project Manager to either adjust the requirements or revise the workload distribution, documenting all changes on a revised Change Request Form.
Change Management Criteria are as follows:
i. Any change that is outside the scope of effort defined in Schedule 1; ii. Any additional deliverable or service not defined in Schedule 1, or changes to an accepted deliverable;
iii. Any subsequent modifications to an approved Change Request; iv. Modifications to the technical or management approach defined in Schedule 1; v. Any change in workload or environment or application inventory; vi. Any additional activity or task not defined in Schedule 1 for a planned deliverable; vii. A contradiction to items, assumptions or responsibilities stated in Schedule 1; viii. A delay in turnaround of approvals, information, answers to questions; and ix. Time lost due to reasons such as unavailability of equipment, software, or access to environmenUinfrastructure needed by the project team.
H. Acceptance Management
In an effort to avoid schedule delays stemming from delayed approvals of dependent tasks, MERIDIAN and CLIENT will mutually define a reasonable acceptance review period that does not jeopardize the project duration as outlined within the project management support period Delays in accepting project deliverables could result in a schedule slippage equaling as much as one day for every day acceptance review is delayed. Below are the methods used to verify and validate each of the defined deliverable(s).
i. Deliverable Review and Approval. MERIDIAN will provide deliverables to the CLIENT.
Documentation deliverables will be provided to CLIENT in electronic form. A Deliverable Acceptance Form will be submitted to the CLIENT Project Manager for each deliverable.
CLIENT will provide MERIDIAN with one set of consolidated comments. MERIDIAN will provide a CLIENT Quality Control (QC) sheet that may help the CLIENT collate all comments prior to delivering to MERIDIAN. The deliverable will be deemed acceptable when it satisfies the acceptance criteria specified for each deliverable or service or within ten ( 10) calendar days if no response is received. The Deliverable Acceptance will be signed and returned to MERIDIAN upon review of the deliverable within the mutually defined period as stated upon under acceptance management. In the event that the CLIENT rejects a deliverable, MERIDIAN will resubmit the deliverable to the CLIENT with the required changes within a mutually agreed upon timeline.
ii. Acceptance Authority. CLIENT will specify a single point of contact with deliverable acceptance/sign off authority. Sign off acceptance is required for deliverable by the approving authority, prior to moving any customizations to the production site. iii. Withholding Acceptance. CLIENT shall not unreasonably withhold acceptance. If Acceptance is not granted or rejected within the mutually agreed upon timeframe, automatic Saas Agreement: Multi-Tenant meridianks.com
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'
Acceptance will be granted. In the event that failure to provide Acceptance extends the timeframe of the implementation activities within the respective Schedule 1, CLIENT may be liable for additional Project Management time in order to extend the schedule. iv. 30 Day Post-Delivery Warranty. After sign-off approval has been received, and MERIDIAN has delivered the files, CLIENT will have thirty (30) calendar days in which to report any production errors to the Project Manager. MERIDIAN will assess the error and correct as long as the error is within the scope of the original task completed. After thirty (30) calendar days from the date the files were delivered to the CLIENT, MERIDIAN will provide a cost estimate for any errors/revisions requested unless those costs are covered under separate sections of this Agreement. This warranty is only in terms of the work performed under the Exhibit A.
I. Invoicing Schedule
MERIDIAN will invoice Services based on the following deliverable milestones within the implementation timeline.
i. Contract Execution [30%]-Upon Contract Execution, thirty percent (30%) of the SOW fee will be invoiced.
ii. Delivery to CLIENT Stage Environment [40%] - At the point of all programmatic deliverables being released to the CLIENT Stage Environment for CLIENT review, the second forty percent (40%) of the SOW fee will be invoiced. iii. Delivery to Production [30%] - At the point of all programmatic deliverables being delivered for application to the Production Environment, thirty percent (30%) of the SOW fee will be invoiced.
J. Additional Services - Labor Rates
'f.?_{· ·:·~- 1.abotcateg·orv -.;:.f;..,.:;;~r;;.( J202~ Application Architect I $194.12
Application Architect II $222.33
Application Architect Ill $250.54
Application Developer I $143.67
Application Developer II $183.58
It~~,.-,-.:~ labor.categ~ry. :~ 12oii)::~n-imerciaf"Rate! Application Developer Ill $225.37
Computer Programmer $89.60
Computer Systems Analyst I $81.91
Computer Systems Analyst II $118.55
Computer Systems Analyst Ill $176.74
Functional IT Consultant I $156.57
Functional IT Consultant II $184.67
Functional IT Consultant Ill $186.85
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I Funct ion al IT Consultant IV $237.21
! Funct ional IT Consultant V $333.36
I Info rmation Technology Director I $226.59
Information Technol ogy Director II $254.31
Informa tion Technology Director Ill $305.17
Principal IT Reengineering Analyst $207.82
Principal Systems Engineer/Architect $189.09
Program Manager $291.69
Project Manager I $165.17
Project Manager II $185.19
Project Manager Ill $222.21
Project Manager IV $245.86
1 QA/QC Specialist I $92.48
! QA/QC Specialist II $146.19
1 QA/QC Specialist Ill $190.02
Senior IT Re-engineering Analyst $140.42 -
Software Testing Engineering $138.48
Software Trainer $130.80
' Sr. Technical Document ation Specialist $156.59
Sr. Quality Analyst $229.28
Web Designer I $89.79
Web Designer II $109 .75 --Web Designer Ill $129.71
K. Authorization
By signing below, CLIENT is authorizing MERIDIAN to move forward with the development and testing of the requested functionality , as detailed within this document. CLIENT agrees that the requirements, as documented herein, meet or exceed the expectation of the requested functionality .
Once signed, this page should be faxed or emailed to Meridian Knowledge Solutions , LLC:
To the attention of: Contrac ts
Fax#: 703.322.9568
Email legal@trustvip .com
Saas Agreement: Multi-Tenant meridianks.com
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MERIDIAN: CLIENT:
MERIDIAN KNOWLEDGE SOLUTIONS, LLC, CU7 Of SaR!a Ana
a Virginia, limited liability co pany
By•&, Q:(,' - ,v 1-l Cr-w.PGvifn-:~~l~ ,-c, iz,-k\e,
Printed Name:S11=- \-t"C" • Title:C-1~ MC,\'f\~ e.f \\
Title: L Ht ,;;F A-0 h IN> -:>T~~TI 0t Date:
Date: Q 5 .:;J3 .tfJca;) OF/21 (_~ ---- ----
ATTEST:
/ oaisy Gomez
J Clerk of Council
APPROVED AS TO FORM:
Sonia R. CaNalho
City Attorney
sy:f CWiAA:tLu
Laura A. Rossini
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
xecutive Director
Human Resources Agency
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SCHEDULE 2
Software as a Service Subscript ion Term and Fees
Subscription Term and Fees
a. Software: Meridian LMS
b. Modules/Components. The following additional modules and components are included/enabled:
i. Dominknow
ii. Ad Hoc Report Builder
iii. Optional Content Add-on, OpenSesame Plus 100: $47,055 per year on a 3-year term (discounted by 2% if paid all three (3) years in advance). <:, Languages. The following language packs are included/enabled:
i. English (US) [included]
d. Initial Subscription Term
The initial term of this subscription will be 3 years commencing from the Effective Date of this Agreement.
e. Renewal Period Terms
Upon expiration of the Initial Subscription Term, this Agreement will be renewable in subsequent one-year terms based on the then current pricing for the Applications. Modules/Components, and Languages listed above.
f. Number of Authorized Users . Maximum of 1500 internal active users "Authorized Users" is defined as the total number of user accounts that have access to the system during the annual subscription term.
g. Additional User Subscription Fees
Additional "Authorized Users" can be added at any time during the Initial Term or Renewal Period Terms based on the then current Subscription pricing for additional users h. Bandwidth and Storage
The following bandwidth and storage limitations are included as part of this Agreement. Any additional bandwidth or storage required by CLIENT will be subject to current published price list • Bandwidth: 100GB/month (1.2 TB/annually- measured annually) • Additional content storage is priced at $500 annually for 100 GB.
Bandwidth will be measured based upon total in/out traffic. Bandwidth will be monitored on a monthly basis in relation to the commitment levels, however bandwidth will be ·saaS Agreement: Multi-Tenant meridianks.com
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measured based upon total usage over the annual term. Overage fees may apply go consuming more bandwidth.
i. Subscription Fees
The following subscription fees apply to this Agreement: If annual subscription fees for multiple years of the Initial Subscription Term are paid in advance and the CLIENT cancels in accordance with the General Terms and Conditions §11 (b) after the first year of the Initial Subscription Term but prior to the start of the next annual term, the remaining subscription fee for the Initial Subscrip tion Term will be refunded to the CLIENT.
Subscription Fees
Period of performance Fees Invoice date
5/18/2022 - 6/30/2022 $3,576.89 On execution
7/1/2022 - 6/30/2023 $30,362.00 On execution
7/1/2023 - 6/30/2024 $30,362.00 On execution
7/1/2024 - 6/30/2025 $30,362.00 On execution
Total subscription fees for 3 years and 43 days: $94,662.89 j. Set-up Fee
The following set up fees apply to this Agreement, and are defined in Schedule One (1) of this agreement: $75.960
[Signatures are on the next page)
Saas Agreement: Multi-Tenant meridianks.com
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MERIDIAN: CLIENT:
MERIDIAN KNOWLEDGE SOLUTIONS, City of Santa Ana
LLC~, a Virh'nia, limit\ d liab~ity company By: ~~
1\.; Vl------- Printed Name: r<,,.·1~\~t'lc.. ~-d~e
By: /"\ r, _ ,., Title:G~ ;V\_~~e< 0
Printed Name: 1tfHoV l-l.\....1-)'{f"(Sl5Tt:noate: ___ _ _ G _ _ _ _ _ Title: CHI€-~ Cr?,.._, IN IS~T1Ue
Date: OS-9 3 c9G:t,~ o(Z-1cEIZ.. ATTEST:
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:taMO!i t\ ~h4'.' 1
Laura A. Rossini
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
~
xecutive Director
uman Resources Agency
. ~ • . ,. . . .. ' ' ~ ... . . . ' .. . . ' .
. .
Saas Agree·ment: Multi-Tenant meridianks.com
. .
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CHANGE ORDER TO SCHEDULE 1
STATEMENT OF WORK #CO-001 (TEMPLATE)
IMPLEMENTATION OF THE MERIDIAN LMS
FOR City of Santa Ana
This is a Change Order to Schedule 1 - Statement of Work # SOW-001, dated May 17. 2022 . and defines changes to the work to be provided under the terms and conditions of the Contract Agreement signed between MERIDIAN and CLIENT.
A. EffectlvQ Date of this Change Order
This Change Order is effective upon its execution by MERIDIAN and CLIENT. The estimated Change Order commencement date is May 17, 2022.
B. Summary of Changes to the Scope of Implementation Professional Services CLIENT has requested the following changes to the LMS implementation in support of Additional content add-on.
C. Authorization
By signing below. CLIENT is authorizing MERIDIAN to move forward with the development and testing of the requested functionality, as detailed within this document. CLIENT agrees that the requirements, as documented herein, meet or exceed the expectation of the requested functionality.
Once signed, this page should be faxed or emailed to Meridian Knowledge Solutions, LLC:
To the attention of: Contracts
Fax# : 703-322-9568
Email [email protected]
Saas Agreement: Multi-Tenant • meridianks.com .•
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SIGNATURE PAGE
MERIDIAN:
MERIDIAN KNOWLEDGE SOLUTIONS, LLC.
a Virgin ia, limited liability company
By:
Printed Name:
Title:
Date:
CLIENT :
City of Santa Ana
By: ~
Printed Name: \,,{ri\1-i~ ,z;~
1 Title: G'4a- ;v\:y ~11.
Date: -----1.1-----
ATTEST:
I
Daisy Gomez
Clerk of Council
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:f OMAA, t\ ~ff\~
Laura A. Rossini
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Ja n O SIC
ecutive Director
Human Resources Agency
• • •. . • :; • • • l . ~
. . -
Saas Agreement: Multi-Tenant • • - • meridianks.com
. .
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THIS IS NOT AN INVOICE
To: Sofia Style | City of Santa Ana
Quote Date: 6/16/2025 Quote Expiration: 7/1/2025
Service Annual Cost
ANNUAL TOTAL COST FOR 1,600 USERS – Year 1 – 7/1/2025 – 6/30/2026 $72,426.00 Annual SaaS fee for 1,600 Users $30,362.00
Open Sesame Plus 25 for 1,600 Users $42,064.00
ANNUAL TOTAL COST FOR 1,600 USERS – Year 2 – 7/1/2026 – 6/30/2027 $72,426.00 Annual SaaS fee for 1,600 Users $30,362.00
Open Sesame Plus 25 for 1,600 Users $42,064.00
ANNUAL TOTAL COST FOR 1,600 USERS – Option Year – 7/1/2027 – 6/30/2028 $72,426.00 Annual SaaS fee for 1,600 Users $30,362.00
Open Sesame Plus 25 for 1,600 Users $42,064.00
*Taxes - If applicable will be calculated and added to each annual invoice
Meridian Knowledge Solutions, LLC
By (Signature)
Print Name
Title
Date
CLIENT: City of Santa Ana
By (Signature)
Print Name
Title
Date
Sarah Shifflette
Senior Vice President, Customer Solutions
July 23, 2025
Lori Schnaider
Executive Director of Human Resources
23/07/25
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Renewal Quote_07232025
Final Audit Report 2025-07-23
Created: 2025-07-23
By: Jay Jenkins ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAgpIBNlm8er-YZL9xgaFV37Hi66lSeeVb "Renewal Quote_07232025" History
Document created by Jay Jenkins ([email protected]) 2025-07-23 - 5:18:23 PM GMT
Document emailed to Lori Schnaider ([email protected]) for signature 2025-07-23 - 5:18:27 PM GMT
Email viewed by Lori Schnaider ([email protected]) 2025-07-23 - 6:13:47 PM GMT
Document e-signed by Lori Schnaider ([email protected]) Signature Date: 2025-07-23 - 6:14:19 PM GMT - Time Source: server Agreement completed.
2025-07-23 - 6:14:19 PM GMT
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Human Resources Department
www.santa-ana.org/HR
Item # 15
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 5, 2025
TOPIC: Renew Citywide Insurance Program and Policies Procured through Independent Cities Risk Management Authority and Arthur J. Gallagher
AGENDA TITLE
Approve Renewal of Citywide Insurance Program and Policies Through Independent Cities Risk Management Authority (ICRMA) and Arthur J. Gallagher, an Appropriation Adjustment of $1,345,359, Associated Insurance Premiums, Costs, Programs, and Regulatory Fees for Total Payments Not to Exceed $13,521,649 (Non-General Fund)
RECOMMENDED ACTION
1. Authorize the City Manager to approve payment of insurance premiums and associated programs to ICRMA in an amount not to exceed $9,501,254 for the protection of City assets from July 1, 2025 through June 30, 2026 including but not limited to:
a. Excess Liability Program
b. Excess Workers’ Compensation Program
c. Auto Physical Damage Program
d. Property and Equipment Program
e. Crime Program
f. Cyber Program
g. Associated Programs
2. Authorize the City Manager to approve payment of insurance premiums to Arthur J.
Gallagher, Broker, in an amount not to exceed $3,520,395 for ancillary coverages of City’s assets from July 1, 2025 to June 30, 2026 including but not limited to:
a. General Liability Buffer Program
b. Workers’ Compensation Buffer Program
c. Earth Movement & Flood and Difference in Coverage (DIC) Program d. Terrorism Insurance Program
e. Underground Storage Tank and Environmental Program
3. Authorize the City Manager to approve the City’s obligation to pay the State of California Department of Industrial Relations (DIR) estimated assessment in the amount not to exceed $500,000.
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Renew Citywide Insurance Program and Policies Procured through Independent Cities Risk Management Authority and Arthur J. Gallagher
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4 7
4. Approve an Appropriation Adjustment of $1,345,359 in Liability and Property Insurance Revenue to utilize the fund balance through the Prior Year Carryforward revenue account (No. 08009002-50001) and appropriate spending of the original adopted budget in the same amount from the Liability & Property insurance account (No. 08009051-64010). (Requires five affirmative votes)
GOVERNMENT CODE §84308 APPLIES: No
DISCUSSION
Staff is recommending renewal with ICRMA, a joint powers authority formed in 1980 in accordance with California Government Code Section 6500. ICRMA’s purpose is to provide: 1) excess and re-insurance to protect member cities from extensive financial debt due to large claims, settlements, and judgments; 2) group insurance purchasing power that can offer broader coverage at a lower cost; 3) rate stability; and 4) protect individual member cities through pooling of losses and self-insurance. ICRMA also offers to its members actuarial services, appraisal services, loss control assessments and recommendations, safety trainings, claims audits, contract risk transfer consultation, and other services and resources. Currently comprised of 14 California cities, Santa Ana joined ICRMA in July 2019.
For this renewal period:
•The City’s Workers’ Compensation coverage experienced a decrease of approximately one-half percent (-0.5%).
•The City’s Liability and Property premiums increased approximately twelve percent (12%).
•The City’s Property & Equipment Program premium increased approximately one percent (1%).
•Overall, the City’s insurance coverages remain the same with the exception of an increase in earthquake insurance coverage from $25,000,000 to $40,000,000.
The increase to the cost of insurance is primarily due to the following ongoing reasons:
1. An insurance market with continually decreasing excess carriers willing to quote municipal government entities in California, especially those with Police departments;
2. High dollar jury awards of litigated matters against public entities;
3. High dollar settlements of litigated and non-litigated matters;
4. Rising cost of repairs and replacement of damaged vehicles, property, and equipment;
5. Increased number of claims filed against the City resulting from aging infrastructure including sidewalks and streets; and
6. Increased number of claims filed against the City resulting from damage caused by City owned trees.
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Renew Citywide Insurance Program and Policies Procured through Independent Cities Risk Management Authority and Arthur J. Gallagher
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4 7
WORKERS’ COMPENSATION
COVERAGES FY 2023/24 FY 2024/25 FY 2025/26
Excess Pool Workers’
Compensation Program $ 415,464 $ 459,770 $ 428,629 Excess Workers’ Compensation
Buffer $ 264,085 $ 300,027 $ 327,547 Sub-Total $ 679,549 $ 759,797 $ 756,176 Percent Change 13% 12% -0.5%
LIABILITY AND PROPERTY COVERAGES FY 2023/24 FY 2024/25 FY 2025/26 Excess Pool Liability Program $ 6,070,925 $ 6,927,723 $ 8,202,559 Auto Physical Damage Program $ 145,108 $ 185,294 $ 188,102 Property & Equipment Program $ 593,557 $ 534,757 $ 538,928 Crime Program $ 15,394 $ 17,563 $ 18,518 Cyber Program $ 100,445 $ 118,787 $ 119,518 Associated Programs $ 5,000
Excess Liability Buffer $ 1,743,398 $ 1,805,650 $ 1,676,675 DIC Earth Movement & Flood $ 1,283,147 $ 1,353,245 $ 1,492,474 Terrorism $ 13,723 $ 14,652 $ 14,460 Underground Storage Tanks-
Environmental $ 12,539 $ 15,314 $ 9,239 Sub-Total $ 9,978,236 $ 10,972,985 $ 12,265,473 Percent Change 21% 10% 12%
FY 2023/24 FY 2024/25 FY 2025/26
City Special Events Insurance $ 300,000 $ 350,000 $ 0* State of California DIR $ 500,000 $ 500,000 $ 500,000 Total $ 11,457,785 $ 12,582,782 $ 13,521,649 *City Special Events Insurance is still being researched to best meet the needs of the City and may be brought before Council at a later date.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
The recommended action includes appropriating $1.3 million from the General Liability Fund balance. The table below compares the most recent actuarial valuations of claims liabilities and the City’s target reserve policy with the estimated spendable fund balances for both the Workers’ Compensation and General Liability Funds. Current actuarial
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4 7
estimates indicate that liabilities exceed available fund balances. However, the City’s target reserve levels—set at 80% of actuarially determined liabilities, as determined biennially—are $35.8 million for Workers’ Compensation and $14.9 million for General Liability. To address this target reserve shortfall, staff has gradually increased overhead charges during the annual budget process, with the goal of restoring fund balances to target levels over time.
Workers’ Compensation General Liability
Actuarial valuation as of June 30, 2026
(Present Value)
$44,757,982 $18,646,692
Target Reserve (80% of liability) $35,806,386 $14,917,354 Estimated ending fund balance as of June
30, 2026
$19,801,925 $13,170,324
Estimated Target Reserve Shortfall $(16,004,461) $(1,747,030) After appropriation adjustment, the following table summarizes the funds budgeted and available for estimated premium and administrative costs.
Fiscal
Year
Accounting Unit
– Account
Accounting Unit
Description Account Description Amount
2025-26 08209054-64010 Workers
Compensation
Workers Compensation,
Insurance Payment
$ 1,300,000
2025-26 08009051-64010
Liability &
Property
Insurance
Liability & Property
Insurance, Insurance
Payment
$ 10,876,290
APPROPRIATION ADJUSTMENT
2025-26 08009051-64010 Liability &
Property
Insurance
Liability & Property
Insurance, Insurance
Payment
$ 1,345,359
Total: $ 13,521,649
EXHIBIT(S)
1. Agreement with Arthur J. Gallagher Insurance Brokers of California, Inc. For Insurance Broker Services, Client Service Agreement
2. ICRMA Member Contribution Invoice - Santa Ana
Submitted By: Lori Schnaider, Executive Director of Human Resources Approved By: Alvaro Nuñez, City Manager
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Proposal of Insurance
City of Santa Ana
20 Civic Center Plaza, M-28
Santa Ana, CA 92701
Presentation Date: June 1, 2025
Arthur J Gallagher Risk Management Services, LLC
AJG License Nos.IL 100292093 / CA 0D69293
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City of Santa Ana
Table of Contents
Your Gallagher Team .................................................................................................................................................. 3 Program Structure....................................................................................................................................................... 4 Named Insured............................................................................................................................................................. 5 Market Review.............................................................................................................................................................. 6 Year Over Year Comparison....................................................................................................................................... 9 Full Program Details.................................................................................................................................................. 10 Excess Liability Buffer - $1M xs $2M SIR - General Star Indemnity Company..................................................... 10 Excess Liability Buffer - $1M xs $2M SIR - Princeton Excess & Surplus Lines Ins Co......................................... 13 Excess Workers' Compensation - Response Indemnity Company of California................................................... 16 DIC - $5M Part of $10M - Endurance American Specialty Ins Co ........................................................................ 18 DIC - $2.5M Part of $10M - Palms Insurance Company, Limited......................................................................... 21 DIC - $2.5M Part of $10M - Landmark American Insurance Company ................................................................ 23 Excess DIC - $5M xs $10M - Mt Hawley Insurance Company, (More)................................................................. 25 Excess DIC - $10M Excess $15M - Palomar Excess and Surplus Insurance Company, (More).......................... 27 Terrorism - Lloyd's Syndicate 3623 (Beazley Furlonge Limited) .......................................................................... 30 Terrorism - Texas Insurance Company ................................................................................................................ 33 Premium Summary.................................................................................................................................................... 33 Location Schedule................................................................................................................................................ 35 Payment Plans ..................................................................................................................................................... 36 Coinsurance Illustration ........................................................................................................................................... 37 Proposal Disclosures................................................................................................................................................ 38 Proposal Disclosures............................................................................................................................................ 39 Client Signature Requirements ................................................................................................................................ 42 Surplus Lines Notice - California .......................................................................................................................... 43 Client Authorization to Bind Coverage.................................................................................................................. 45 Appendix.................................................................................................................................................................... 48 Compensation Disclosure Schedule..................................................................................................................... 49 Binding Requirements.......................................................................................................................................... 51 Claims Reporting By Policy .................................................................................................................................. 53 Gallagher STEP Flyer .......................................................................................................................................... 56 Attachments
City of Santa Ana - 2025 Schedule of Values
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City of Santa Ana
Your Gallagher Team
Your Gallagher team is a true partner. We have the expertise to understand your business and we’re here to service and stay alongside you, every step of the way.
Service Team Role Email Phone
Susan Blankenburg
Area Executive Vice President Client Service Executive [email protected] (415) 536-8417 (p) Natalie Bates
Client Service Manager III Client Service Manager
Client Service Associate
Certificate Specialist
[email protected]
[email protected]
[email protected]
(949) 349-9856 (p)
(925) 310-1032 (p)
(415) 536-8432 (p)
(415) 536-4051 (p)
(303) 889-2505 (p)
Kaylee Langron
Client Service Manager
Ron Green
Client Service Associate Senior
Ryan Asuncion
Claims Advocate Dedicated Claims Advocate [email protected] Dedicated Loss ControlJulie Frisbey
Senior Loss Control Specialist [email protected] 3 City Council
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City of Santa Ana
Program Structure
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City of Santa Ana
Named Insured
LINE OF COVERAGE NAMED INSURED
All Lines of Coverage included in this proposal City of Santa Ana Santa Ana Financing Authority
Santa Ana Police Athletic and Activity League
The Friends of Santa Ana Parks and Recreation Community Services The Housing Authority of the City of Santa Ana
Excess Liability Buffer
Note: Any entity not named in this proposal may not be an insured entity. This may include affiliates, subsidiaries, LLCs, partnerships, and joint ventures.
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City of Santa Ana
Market Review
We approached the following carriers in an effort to provide the most comprehensive and cost effective insurance program.
Insurance Company ** (AM
Best Rate/FinancialLine Of Coverage Market Response * Premium Strength); Admitted***
Quoted Rate reduction of 9% over expiring. This
rate reduction is equivalent to a $105K in premium
savings.General Star Indemnity
Company (A++ XV); Non-
Admitted
$1,702,470
They maintained the $2M aggregate and
confirmed they are unable to match the $3M
aggregate proposed by Princeton.
Recommended Quote: A 11% rate reduction in
addition to increasing the aggregate from $2M to
$3M. The rate reduction is equivalent to over
$130K in premium savings.
Princeton Excess & Surplus
Lines Ins Co (A+ XV); Non-
Admitted
Excess Liability
Buffer - $1M xs $2M
SIR
$1,676,675
Chubb Group of Insurance
Companies (A XV); Admitted Declined – outside of underwriting appetite Gemini Insurance Company
(A+ XV) ); Non-Admitted
Declined – not able to improve on the pricing or
terms of the incumbent
Recommended Quote: at a rate increase of 5%
over expiring for the expiring $500K xs $1.5M
retention.Response Indemnity
Company of California (A- X);
Admitted
Excess Workers'
Compensation $327,547
The $750K and $1M limit options were found not
to be competitive with rate increases of 53% and
137%, respectively.
Endurance American
Specialty Ins Co ( A+ XV); );
Non-Admitted
DIC - $5M Part of
$10M
Recommended Quote: Rate reduction of 10%,
a premium savings of nearly $32,000 $349,881.32
$176,488.36
$174,940.66
Palms Insurance Company,
Limited (A IX) ); Non-
Admitted
DIC - $2.5M Part of
$10M
Recommended Quote: Rate reduction of 10%,
a premium savings of nearly $16,000
Landmark American
Insurance Company (A++ X );
Non-Admitted
DIC - $2.5M Part of
$10M
Recommended Quote: Rate reduction of 9%, a
premium savings of over $14,000
Mt Hawley Insurance
Company (A+ XIV);
Lloyd's Synd 1458
(RenaissanceRe Synd) (A
XV); Non-Admitted
Excess DIC - $5M xs
$10M
Recommended Quote: Rate reduction of 10%, a
premium savings of nearly $20,000 $217,193.90
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City of Santa Ana
Insurance Company ** (AM
Best Rate/FinancialLine Of Coverage Market Response * Premium Strength); Admitted***
Palomar Excess and Surplus
Insurance Company (A X);
Princeton Excess & Surplus
Lines Ins Co (A+ XV); Non-
Admitted
Excess DIC - $10M
Excess $15M
Recommended Quote: Rate reduction of 10%, a
premium savings of nearly $30,000 $320,559.62
Palomar Excess and Surplus
Insurance Company (A X);
Non-Admitted
Princeton Excess & Surplus
Lines Ins Co (A+ XV); Non-
Admitted
New Option: Excess
DIC - $5M Excess
$25M
Quoted additional $5M in limits to bring the total
DIC coverage the $30M $92,862.00
Palomar Excess and Surplus
Insurance Company (A X);
Princeton Excess & Surplus
Lines Ins Co (A+ XV ); Non-
Admitted
New Option: Excess
DIC - $10M Excess
$25M
Quoted additional $10M in limits to bring the total
DIC coverage the $35M $170,247.00
Palomar Excess and Surplus
Insurance Company (A X);
Princeton Excess & Surplus
Lines Ins Co (A+ XV ); Non-
Admitted
New Option: Excess
DIC - $15M Excess
$25M
Quoted additional $15M in limits to bring the total
DIC coverage the $40M $252,791.00
$14,919.83
Recommended Quote: for $14,919.83 for the
expiring $10M Combined Property/Liability LimitLloyd's Syndicate 3623 (Beazley Furlonge Limited) (A
XV); Non-Admitted Also provided options for a $1M or $5M combined limit
Texas Insurance Company
(A- XII); Non-Admitted; Non-
Admitted
Quoted - $15,447.00 for the $10M Combined
Property/Liability Limit.Terrorism
Quoted – Not competitive
Indian Harbor Insurance
Company (A XV); Non-
Admitted
To secure a $10M Property Damage Limit would
be $20,000. To secure a separate $1M Liability
Limit would be $10,000.
*If shown as an indication, the actual premium and acceptance of the coverage requested will be determined by the market after a thorough review of the completed application.
**Gallagher companies use AM Best rated insurers and the rating listed above was verified on the date the proposal document was created.
Best's Credit Ratings™ reproduced herein appear under license from AM Best and do not constitute, either expressly or impliedly, an endorsement of Gallagher’s service or its recommendations. AM Best is not responsible for transcription errors made in presenting Best's Credit Ratings™. Best’s Credit Ratings™ are proprietary and may not be reproduced or distributed without the express written permission of AM Best.
A Best’s Financial Strength Rating is an independent opinion of an insurer’s financial strength and ability to meet its ongoing insurance policy and contract obligations. It is not a warranty of a company’s financial strength and ability to meet its obligations to policyholders. Best's Credit Ratings™ are under continuous review and subject to change and/or affirmation. For the latest Best’s Credit Ratings™ and Guide to Best’s Credit Ratings, visit the AM Best website at http://www.ambest.com/ratings. 7 City Council
15 –
11 8/5/2025
City of Santa Ana
***If coverage placed with a non-admitted carrier, it is doing business in the state as a surplus lines or non-admitted carrier, and is neither subject to the same regulations as an admitted carrier nor do they participate in any state insurance guarantee fund.
Gallagher companies make no representations and warranties concerning the solvency of any carrier, nor does it make any representation or warranty concerning the rating of the carrier which may change. 8 City Council
15 –
12 8/5/2025
City of Santa Ana
Year Over Year Comparison
EXPIRING RENEWAL %
2024‐2025 2025-2026 Change
EXPOSURES
RATES
Liability ‐ DE9 Payroll $137,686,727
$137,686,727
$763,954,380
$763,954,379
$142,743,924
$142,743,924
$777,575,467
$777,685,467
4%
Worker's Compensation ‐ payroll
Earth Movement & Flood (DIC) ‐ TIV
Standalone Terrorism ‐ TIV
4%
2%
2%
Liability ‐ Budget 1.3129
0.2179
0.1769
0.0133
0.0246
0.0339
0.0019
1.1746
0.2295
0.1593
0.0119
0.0219
0.0325
0.0019
‐11%
5%
‐10%
‐10%
‐11%
‐4%
Worker's Compensation ‐ payroll
$25M Earth Movement & Flood (DIC)
Excess Earth Movement & Flood (DIC): $5M xs $25M
Excess Earth Movement & Flood (DIC): $10M xs $25M
Excess Earth Movement & Flood (DIC): $15M xs $25M
Standalone Terrorism 0%
PREMIUMS
Liability: $1M/$3M xs $2M SIR $1,807,650.00
$300,027.00
$1,351,649.51
$103,489.54
$191,192.54
$263,418.54
$14,651.56
$1,676,675.00
$327,547.00
$1,239,063.87
$92,862.00
$170,247.00
$252,791.00
$14,919.83
‐7%
9%Workers Compensation: $500K xs $1.5M SIR
$25M Earth Movement & Flood (DIC)
Excess Earth Movement & Flood (DIC): $5M xs $25M
Excess Earth Movement & Flood (DIC): $10M xs $25M
Excess Earth Movement & Flood (DIC): $15M xs $25M
Standalone Terrorism
‐8%
‐10%
‐11%
‐4%
2%
TOTAL PREMIUM / $25M DIC:
TOTAL PREMIUM / $30M DIC:
TOTAL PREMIUM / $35M DIC:
TOTAL PREMIUM / $40M DIC:
$3,473,978.07
$3,577,467.61
$3,768,660.15
$4,032,078.69
$3,258,205.70
$3,351,067.70
$3,521,314.70
$3,774,105.70
‐6%
‐6%
‐7%
‐6%
9 City Council
15 –
13 8/5/2025
City of Santa Ana
Full Program Details
Excess Liability Buffer - $1M xs $2M SIR
Carrier Information Proposed
Policy Term 7/1/2025 - 7/1/2026
Carrier General Star Indemnity Company
A++ XVA.M. Best Rating
Admitted/Non-Admitted
Payment Plan
Payment Method
Non-Admitted
Full annual premium payment is due at inception
Agency Bill
Premium & Exposures
Premium
Proposed
$1,650,000.00
$49,500.00State Tax:
Stamping Fee:
TRIA
$2,970.00
$31,187.19
Minimum Type
Minimum Amount / Description
Estimated Cost
Minimum Earned Premium
25%
$1,702,470.00
Standard Coverages Proposed
Coverage Part A: Each Occurrence Limit
Coverage Part A: Coverage Part Aggregate
Coverage Part B: Each Claim Limit
Coverage Part B: Coverage Part Aggregate
$1,000,000
$2,000,000 (Does not apply to Auto)
$1,000,000
$1,000,000
Overall Aggregate Will Apply to Coverage Parts
A and B Combined
Deductibles/SIR Proposed
Retention - Coverage Part A
Retention - Coverage Part B
$2,000,000 - Each Occurrence
$2,000,000 - Each Claim
Defense Limitations Proposed
Claim expenses will erode both the retained limit and the limit of insuranceCoverage Part A
Claim expenses will erode both the retained limit and the limit of insuranceCoverage Part B
Form Type Proposed
Form Type - Coverage Part A: Genesis Public
Entity Liability Policy Occurrence
Form Type - Coverage Part B: Genesis Public
Official Liability Policy Occurrence
Form Type - Medical Incident Liability Claims Made
7/1/2023Retroactive Date - Medical Incident Liability
10 City Council
15 –
14 8/5/2025
City of Santa Ana
Definition Of Claim:
Refer to attached policy form
Run Off Provisions:
Refer to attached policy form
Incident/Claim Reporting Provision:
Refer to attached policy form
Claims Made Disclaimer:
Should you elect to change carriers (if a new retroactive date is provided) or non-renew this policy, a supplemental extended reporting endorsement may be available subject to policy terms and conditions. You must request the extended reporting period in writing to the carrier within (60) days of the expiration date. The cost of this extended reporting period is 100%% of the annual premium and is fully earned. The extended reporting period extends only to those claims made during the extended reporting period for wrongful acts that occurred prior to the expiration date and would have been covered by the policy. Claims must be reported to the carrier within (3 Years) days of the end of the policy period. The extended reporting period does not increase the limits of liability and is subject to all policy terms, conditions and exclusions.
Endorsements (including but not limited to)
The Public Policy – Retained Limit Form – Declarations Page - GPE 10 0002 03 25 Coverage Part A – Public Liability - GPE 00 0001 10 21
Coverage Part B – Public Officials Liability – Occurrence - GPE 00 0003 07 21 Common Policy Conditions - GPE 00 0004 07 21
Schedule of Forms and Endorsements - GPE 07 0001 07 21
Personal Injustices - GPE 00 0006 07 21
Medical Incident Liability Coverage - GPE 04 0003 10 21 Employee Benefits Liability - GPE 04 0011 07 23
Claim Expenses Erode Retained Limit and Limit(s) of Insurance - GPE 24 0012 07 12 Service of Suit Clause - IC 24 0002 01 25
Additional Policy Conditions – Trade Sanctions and Specially Designated Nationals (OFAC) - IL 11 0001 07 22 Signature Page - SGN 90 0001 08 22
TRIA (if accepted): Cap on Losses from Certified Acts of Terrorism - IL 09 0021 01 15 TRIA (if accepted): Disclosure Pursuant to Terrorism Risk Insurance Act - IL 09 85 01 15 Exclusions (including but not limited to)
Nuclear Energy Liability Exclusion - GPE 00 0005 07 21
Exclusion – Unmanned Aircraft System - GPE 21 0018 07 21 Total PFAS Exclusion - GPE 21 0044 12 21
Exclusion – Cyber Privacy Event, Cyber Security Event, Data-Related Liability and Interruption or Failure of Services - GPE 21 0055 06 22
Exclusion – Recording and Distribution of Material or Information in Violation of Law - GPE 21 0056 04 23 Exclusion – Human Trafficking - IL 24 0005 01 25
TRIA (if accepted): Exclusion – Nuclear, Biological, Chemical or Radiological Acts of Terrorism - IC 21 0006 01 25 TRIA (if accepted): Exclusion of Punitive Damages Related to a Certified Act of Terrorism - IL 09 0026 01 15 TRIA (if rejected): Exclusion – Nuclear, Biological, Chemical or Radiological Acts of Terrorism - IC 21 0006 01 25 11 City Council
15 –
15 8/5/2025
City of Santa Ana
Exclusions (including but not limited to)
TRIA (if rejected): Exclusion of Certified Acts of Terrorism - IL 09 0022 01 15 Binding Requirements:
Description
Subject To:
D-1 (Effective January 1, 2020)
Signed TRIA Form.
Confirmation of Binding Coverage must be signed at Binding Copy of signed E&S due diligence affidavit from retail agent must accompany any request to bind coverage.
Other Significant Terms and Conditions/Restrictions:
Description
Type of Insurance:
Coverage Part A: Genesis Public Entity Liability on an Occurrence Basis excess of a Retained Limit on the Genesis Public Entity Policy Form.
Coverage Part B: Genesis Public Entity Liability on an Occurrence Basis excess of a Retained Limit on the Genesis Public Officials Liability Form
TRIA Premium includes additional taxes of $961.19
12 City Council
15 –
16 8/5/2025
City of Santa Ana
Excess Liability Buffer - $1M xs $2M SIR
Carrier Information Proposed
Policy Term 7/1/2025 - 7/1/2026
Carrier Princeton Excess & Surplus Lines Ins Co
A.M. Best Rating
Admitted/Non-Admitted
Payment Plan
Payment Method
A+ XV
Non-Admitted
Premium is payable within 60 days of binding
Agency Bill
Premium & Exposures
Premium
Proposed
$1,625,000.00
$48,750.00State Tax:
Stamping Fee:
TRIA
$2,925.00
$33,533.50
Minimum Type
Minimum Amount / Description
Estimated Cost
Minimum Earned Premium
25%
$1,676,675.00
Standard Coverages
Auto Liability: Specific Limit
General Liability: Specific Limit
General Liability: Policy Aggregate Limit
*Law Enforcement Liability:
- Specific Limit
Proposed
$1,000,000
$1,000,000
**$3,000,000
$1,000,000
- Policy Aggregate Limit
*Sexual Abuse
**$3,000,000
- Specific Limit $1,000,000
- Policy Aggregate Limit
Professional Liability:
- Specific Limit
**$3,000,000
$1,000,000
- Policy Aggregate Limit
*EPLI:
**$3,000,000
- Specific Limit $1,000,000
- Policy Aggregate Limit
*Sexual Harassment:
- Specific Limit
**$3,000,000
$1,000,000
- Policy Aggregate Limit **$3,000,000
Additional Coverages Proposed
Annual Aggregate $3M applies to all Lines except Auto Liability Deductibles/SIR Proposed
Retention: Auto Liability - Underlying Retention $2,000,000 Retention: General Liability - Underlying
Retention $2,000,000
13 City Council
15 –
17 8/5/2025
City of Santa Ana
Deductibles/SIR Proposed
Retention: *Law Enforcement Liability -
Underlying Retention $2,000,000
Retention: *Sexual Abuse - Underlying
Retention $2,000,000
Retention: Professional Liability - Underlying
Retention $2,000,000
$2,000,000
$2,000,000
Retention: *EPLI - Underlying Retention
Retention: *Sexual Harassment - Underlying
Retention
Defense Limitations Proposed
Excess Liability Defense cost Inside the Limit
Form Type Proposed
Excess Liability: Occurrence; General Liability: Occurrence; *Law Enforcement Liability: Occurrence; *Sexual Abuse: Occurrence; Professional Liability: Occurrence; *EPLI: Occurrence; *Sexual Harassment: Occurrence
Form Type
Endorsements (including but not limited to)
Automobile Liability Coverage Part - RL 1000 AU
Retained Limit Policy - Common Policy Declarations - RL 1000 CDEC General Liability Coverage Part - OCC - RL 1000 GLOC
Retained Limit Policy - Liability Coverage Parts Declarations - RL 1000 LDEC Misc Professional Liability Coverage Part - OCC - RL 1000 MPOC Retained Limits Policy Conditions - RL 1000 PC
Schedule of Forms and Endorsements - RL 1000 S
WROC Wrongful Acts Liability Coverage Part - OCC - RL 1000 Ultimate Net Loss Amendment - RL 2028
Service of SUIT - PESLIC - RL 2050
Sexual Abuse Occurrence GL - RL 2097
Law Enforcement Endorsement - RL 2191
Cap on Losses from Certified Acts of Terrorism (if TRIA is accepted) - RL VLTERR01 Violation of Economic or Trade Sanctions - VL ES 21 01
U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") Advisory Notice of Policyholders - IL P 001 Exclusions (including but not limited to)
Exclusions (in addition to those contained in agreed policy form) - Liability Claim Administration, Exclusions, Conditions and Definitions - RL 1000 LC Mold/Fungal Pathogens Exclusion - RL 2034
Silica and Silica-Related Dust Exclusion - RL 2090
Watercraft Exclusion - RL 2095
Communicable Disease Exclusion - RL 2177
PFAS Chemicals Exclusion - RL 2193
Exclusion of Certified Acts of Terrorism and Other Acts of Terrorism (if TRIA is rejected) - RL 2203 14 City Council
15 –
18 8/5/2025
City of Santa Ana
Binding Requirements:
Description
Subject To:
D-1 (Effective January 1, 2020)
Signed TRIA Form
Prior to binding, the Insurer requires a completed, signed, and dated UM/UIM acceptance/rejection form.
Confirmation of Binding Coverage must be signed at Binding Other Significant Terms and Conditions/Restrictions:
Description
*Sub-limits/Sub-lines are included and not in addition to the major line of business covered above. **$3M Aggregate is a Policy Aggregate and applies to all Lines of Business except Auto Liability Limits Structure: Combined Single Limit
Minimum and deposit annual premium
Cancellation:
(60) Days for Cancellation and Non-Renewal
(10) Days for Non - Payment of Premium
Share: 100%
TRIA Premium includes additional tax of $1,033.50
15 City Council
15 –
19 8/5/2025
City of Santa Ana
Excess Workers' Compensation
Carrier Information Proposed
Policy Term 7/1/2025 - 7/1/2026
Carrier Response Indemnity Company of California
A.M. Best Rating
Admitted/Non-Admitted
Payment Plan
Payment Method
A- X
Admitted
In Full
Agency Bill
Premium & Exposures
Premium
Proposed
$327,547.00
Exposure / TIV
Rate
$142,743,924 - Total Payroll
0.2295
TRIA Included
Minimum Type
Minimum Amount / Description
Estimated Cost
Minimum And Deposit Premium
$327,547
$327,547.00
States
States Covered: CA
States Excluded: OH, ND, WA, WY
Extraterritorial Jurisdictions:
Standard Coverages Proposed
Coverage A - Workers' Compensation Statutory
Per Occurrence, Each Accident: Per Person,
Each Occupational Disease or Cumulative
Trauma
$500,000
Optional Coverages Proposed
$750,000 xs $1,250,000
$1,000,000 xs $1,000,000
Premium : $475,721
Premium : $735,719
Deductibles/SIR Proposed
Retention - Workers Compensation - Limit &
Retention per occurrence, each Accident: per
person, each Occupational Disease or
Cumulative Trauma
$1,500,000
Endorsements (including but not limited to)
Policy form - FSIR 00 01 02 17
Subject to Audit: At Expiration
16 City Council
15 –
20 8/5/2025
City of Santa Ana
Auditable Exposures:
Class Expiring
Rate per
$100
Expiring
Exposure
Rate per
$100State Description ExposureCode
Workers Compensation & Employers
Liability : Class Codes: 7520, 7720,
7721, 8810, 9033, 9410, 9420
CA $0.2179 $137,686,727 $0.229465 $142,743,924
17 City Council
15 –
21 8/5/2025
City of Santa Ana
DIC - $5M Part of $10M
Carrier Information Proposed
Policy Term 7/1/2025 - 7/1/2026
Carrier Endurance American Specialty Ins Co
A.M. Best Rating
Admitted/Non-Admitted
Payment Plan
Payment Method
A+ XV
Non-Admitted
In Full
Agency Bill
Premium & Exposures
Premium
Proposed
$339,098.00
$10,172.94
$610.38
Surplus Lines Tax
Stamping Office Fee
Exposure / TIV
Rate
$777,575,468
0.0436
TRIA $34,988.33
Minimum Earned Premium
25 %
Minimum Type
Minimum Amount / Description
Estimated Cost $349,881.32
Standard Coverages Proposed
Limit of Liability - Earth Movement and Flood $5,000,000 part of $10,000,000 Per Occurrence and Annual Aggregate Additional Coverages Proposed
Extra Expense Extra Expense $2,500,000
Ordinance or Law - Coverage A, B & C
Combined Included
Deductibles/SIR Proposed
Deductible - Flood 2% Per Unit of Insurance Per Occurrence - Subject to $100,000 Minimum
5% Per Unit of Insurance Per Occurrence
- Subject to $100,000 Minimum
Deductible - Flood
Deductible - Earth Movement
Deductible - Earth Movement
Valuations Proposed
Replacement Cost
Actual Loss Sustained
Property
Business Income
Endorsements (including but not limited to)
SN - California - SN 9005 0120 CA
Office Of Foreign Assets Control ("Ofac") - PN 0001 0721 Property Declarations - ECP 0001 0616
Forms And Endorsements Schedule - ECP 0101 0508
Disclosure Pursuant To The Terrorism Risk Insurance Act - IL 1214 1220 Cap On Losses From Certified Acts Of Terrorism - IL 1204 0115 18 City Council
15 –
22 8/5/2025
City of Santa Ana
Endorsements (including but not limited to)
Easic Specified Perils Policy - ECP 0224 1018
Business Income Endorsement Gross Earnings Form Including Extra Expense - ECP 0628 0416 Occurrence Limit Of Liability Endorsement - ECP 1324A 1220 Flood Coverage Limitation - ECP 0508 0516
Flood Percentage Deductible - ECP 1346 0417
Earth Movement And Optional Earth Movement And Sprinkler Leakage Percentage Deductible - ECP 1348 0417 Sub-Limits Of Liability Endorsement - ECP 0102 0216
Ordinance Or Law Coverage Endorsement With Time Element Coverage - ECP 0611 0716 Loss Adjustment Endorsement - ECP 1301 0616
Notice Of Loss - ECP 1302 0214
Service Of Suit Endorsement - ECP 1307 0316
Actual Total Or Constructive Loss Earned Premium Condition - ECP 0684 0123 Signature Page - IL 1008 0114
Mandatory Policyholder Disclosure RE: Terrorism Insurance Coverage - TRIA TRIB 0115 California Fraud Statement - IL N 018 01 22
Privacy Notice for Insurance Applicants and Policyholders - PN 0017 1120 Exclusions (including but not limited to)
Equipment Breakdown Exclusion - ECP 0510b 0508
Absolute Pollution Exclusion - ECP 0501 0606
Asbestos Exclusion - ECP 0502 0606
Absolute Mold Exclusion - ECP 0505 0606
Exclusion For Certain Computer Related Losses - ECP 0509 0416 War And Military Action, Terrorism, And Nuclear, Biological Or Chemical Exclusion - ECP 0507 0606 Communicable Disease Exclusion - ECP 0519 0817
Post-Loss Assignment Exclusion - ECP 0676 1021
Binding Requirements:
Description
Signed Terrorism Disclosure Form prior to binding
D-1 (Effective January 1, 2020)
Other Significant Terms and Conditions/Restrictions:
Description
TRIA Premium Includes Additional Taxes: $1,078.33
Peril(s) Insured: Risk of Direct Physical Loss or Damage caused by the peril(s) of Earth Movement and Flood only as per Policy Form, Endorsements and Exclusions attached.
Coverage(s): Real Property, Business Personal Property, Business Income including Extra Expense and Rental Value as per Policy Form, Endorsements and Exclusions attached
Cancellation: Cancellation term is 60 days. Term is 10 days for reasons of nonpayment.
Occurrence Definition Must Include an Hourly Limit not to Exceed 96 Hours for Named Windstorm and up to 168 Hours for Flood and Earthquake / Earth Movement
Excluding Flood Zones A & V - 501 N. Newhope St., 2501 N. Flower St., 2615 N. Valencia St., 4812 W. Camile St., 706 N.
Newhope St., 751 Memory Ln., 122 N. Newhope St., 3006 Centennial Way, 2401 N. Bristol St., 4404 W. 1st St., 730 E 19 City Council
15 –
23 8/5/2025
City of Santa Ana
Other Significant Terms and Conditions/Restrictions:
Description
Memory Ln., 207 S. Mountain View, 2315 N. Bristol St., 2410 N. Bristol St. or any area designated as a 100 year flood plain are excluded (FS C 505).
See Appendix
20 City Council
15 –
24 8/5/2025
City of Santa Ana
DIC - $2.5M Part of $10M
Carrier Information Proposed
Policy Term 7/1/2025 - 7/1/2026
Carrier Palms Insurance Company, Limited
A.M. Best Rating
Admitted/Non-Admitted
Payment Plan
Payment Method
A IX
Non-Admitted
Payments Terms: 30 Days from Date of Inception
Agency Bill
Premium & Exposures
Premium
Proposed
$169,549.00
$5,131.47
$307.89
Surplus Lines Tax
Stamping Office Fee
Carrier Fees - Carrier Policy Fee / Modeling Fee $1,500.00 Exposure / TIV
Rate
$777,575,468
0.0218
TRIA $87,470.84
Minimum Type
Minimum Amount / Description
Estimated Cost
Minimum Earned Premium
35 %
$176,488.36
Standard Coverages Proposed
25.00% being $2,500,000 Per Occurrence and Annual Aggregate as respects Earth Movement and Flood Part of $10,000,000 Excess of Underlying Deductibles
Limit of Liability
Additional Coverages Proposed
Sub-limits As Per Sompo Quote Dated 4/28/2025
Deductibles/SIR Proposed
Deductible: Deductibles As Per Sompo Quote Dated 4/28/2025 Valuations Proposed
Other As Per Sompo Quote Dated 4/28/2025
Coinsurance Proposed
Coinsurance As Per Sompo Quote Dated 4/28/2025
Endorsements (including but not limited to)
California Surplus Lines Notice - CA SL Notice
Spectrum Declaration Page - Spectrum Dec 08 22
Schedule Of Forms And Endorsements - Spectrum Forms 08 22 Policy Endorsement Page - Change End Page
Spectrum Participation Follow Form Endorsement - Spectrum PFF Spectrum Service Of Suit Clause - Spectrum SOS 08 21
21 City Council
15 –
25 8/5/2025
City of Santa Ana
Endorsements (including but not limited to)
Communicable Disease Endorsement - LMA5393 25Mar2020
Ofac Advisory Notice To Policyholders - IL P 001 01 04
Several Liability Notice - LSW1001INS 08//94
Spectrum Chemical, Biological, Nuclear And Radioactive Explosion, Pollution - Spectrum NCBR 08 21 Spectrum Asbestos Endorsement - Spectrum Asbestos 08 21 Spectrum Claims Reporting And Adjustment - Spectrum Claim 08 22 Property Cyber And Data Endorsement - LMA5400 11Nov2019 Spectrum Occurrence Limit Of Liability - Spectrum OLLE 08 22 U.S. Terrorism Risk Insurance Act Of 2002 As Amended - Not Purchased - LMA5390 09Jan2020 Minimum Earned Premium Endorsement - Spectrum MEP 08 22 Spectrum Assignment - Spectrum Assignment 06 22
Exclusions (including but not limited to)
All Buildings with Outstanding Damage are Excluded, Contact Underwriter if Waiver Needed Coverage Excludes all Loss or Damage Directly or Indirectly Caused by any Named Storm in Existence at Time of Written Request to Bind or Inception of any New or Additional Exposure Excluding Flood Zones A & V - or any Area Designated as a 100 Year Flood Plain are Excluded (Per Sompo) Sanction Limitation And Exclusion Clause - LMA3100 15Sept2010 War And Terrorism Exclusion Endorsement - NMA2918
Exclusion Of Certified Acts Of Terrorism - Spectrum TRIA EXCL 08 21 Binding Requirements:
Description
Subject to - requested information is received within 30 days, automatic NOC must be sent contingent upon receipt of information
D-1 (Effective January 1, 2020)
Signed TRIA Disclosure Notice(s) (required at binding)
The complete Named Insured listing (if any) is per schedule on file with the Program Manager Other Significant Terms and Conditions/Restrictions:
Description
Total TRIA Premium Includes Additional Tax of $2,695.84 Covered Perils:
Risk of Direct Physical Loss or Damage caused by the peril(s) of Earth Movement and Flood only.
Final Binder to be reviewed prior to binding
Final wording to be reviewed prior to binding
Subject to no deterioration in loss record or terms to be reviewed This quote is subject to acceptance on both sides with No Cover Given See Appendix
22 City Council
15 –
26 8/5/2025
City of Santa Ana
DIC - $2.5M Part of $10M
Carrier Information Proposed
Policy Term 7/1/2025 - 7/1/2026
Carrier Landmark American Insurance Company
A.M. Best Rating
Admitted/Non-Admitted
Payment Plan
Payment Method
A++ XV
Non-Admitted
In Full
Agency Bill
Premium & Exposures
Premium
Proposed
$169,549.00
$5,086.47
$305.19
Surplus Lines Tax
Stamping Office Fee
Exposure / TIV
Rate
$777,575,467
0.0218
TRIA
Minimum Type
Minimum Amount / Description
Estimated Cost
Minimum Earned Premium
25 %
$174,940.66
Standard Coverages Proposed
$2,500,000 P/O: $10,000,000 per occurrence and annual aggregate earth movement and floodProperty Limits
Sub-limits: Extra Expense per occurrence $625,000 P/O: $2,500,000 Deductibles/SIR Proposed
2.00% *, subject to a minimum of $100,000 per occurrence (Property Damage & Time Element)Deductible : Flood
5.00% *, subject to a minimum of $100,000 per occurrence (Property Damage & Time Element)Deductible : Earth Movement
Valuations Proposed
Replacement Cost
Actual Loss
Applies
Business Income
Endorsements (including but not limited to)
Warranty Coverage Form
Exclusions (including but not limited to)
Asbestos Exclusion
Cyber, Electronic Data and Systems Exclusion
Exclusion - Marijuana
Exclusion of Pathogenic or Poisonous Biological or Chemical Materials 23 City Council
15 –
27 8/5/2025
City of Santa Ana
Binding Requirements:
Description
D-1 (Effective January 1, 2020)
Other Significant Terms and Conditions/Restrictions:
Description
Coverages: Building, Personal Property, Rental Value, Extra Expense, Ordinance or Law - Coverage A, B & C (Combined) Perils: Earth Movement and Flood
• Excluding Terrorism
• Excluding Mechanical Breakdown
• Excluding Flood Zones A & V (501 N. Newhope St, 2501 N. Flower St., 2615 N. Valencia St., 4812 W. Camille St., 706 N.
Newhope St., 751 Memory Ln., 122 N. Newhope St., 3006 Centennial Way, 2401 N. Bristol St, 4404 W. 1st St., 730 E.
Memory Ln., 207 S. Mountain View, 2315 N. Bristol St, 2410 N. Bristol St., or any area designated as a 100 year flood plain (FS C 505))
* If the Deductible is expressed as a percentage (unless otherwise stated), the Deductible is calculated separately for and applies separately to each building that sustains loss or damage, the personal property at each building at which there is loss or damage to personal property, Personal property in the open, Business Income and Extra Expense. If there is damage to both a building and personal property in that building, separate deductibles apply to the building and to the personal property.
In the event that multiple minimum deductibles apply in any one occurrence, no more than the largest minimum deductible shall apply.
Appraisal Clause Amendment
Loss Reporting Conditions
See Appendix
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Excess DIC - $5M xs $10M
Carrier Information Proposed
Policy Term 7/1/2025 - 7/1/2026
Carrier / A.M. Best Rating / Admitted/Non-
Admitted Mt Hawley Insurance Company (A+ XIV, Non-Admitted) Lloyd's Synd 1458 (RenaissanceRe Synd) (A XV, Non-Admitted) Payment Plan In Full
Payment Method Agency Bill
Premium & Exposures
Premium
Proposed
$210,000.00
$6,315.00Surplus Lines Tax
Stamping Office Fee
Carrier Fees - Catastrophe Analysis Fee
Exposure / TIV
$378.90
$500.00
$777,575,467
0.0270Rate
Minimum Type Minimum Earned Premium
35 %Minimum Amount / Description
Estimated Cost $217,193.90
Standard Coverages Proposed
All Coverages Combined $5,000,000 Excess of $10,000,000 per occurrence - Subject to an Annual Aggregate of for the
Perils of Earth Movement and Flood, Applied
Separately
$5,000,000
Deductibles/SIR Proposed
5.00% of the TIV Per Unit (Including Time Element if Applicable) at the Time of Loss or DamageDeductible - Earth Movement
Deductible - Earth Movement
Deductible - Flood
- Subject to a Minimum of $100,000 Per Occurrence
2.00% of the TIV Per Unit (Including Time Element if Applicable) at the Time of Loss or Damage
Deductible - Flood - Subject to a Minimum of $100,000 Per Occurrence Valuations Proposed
Replacement Cost
Actual Loss Sustained
Physical Damage
Time Element
Coinsurance
Coinsurance
Coinsurance
Proposed
N/A for Physical Damage
N/A for Time Element
Endorsements (including but not limited to)
Earthquake Coverage Form (2025 Version)
Definition of Occurrence
Earth Movement Coverage Endorsement
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Endorsements (including but not limited to)
Flood Coverage Endorsement
Actual Cash Value (ACV) Definition
Appraisal
Cyber and Data Endorsement
Legal Action Conditions Endorsement
Service of Suit Clause (U.S.A)
Several Liability Clause
Additional Interest Notification Conditions
Fully Earned Premium for Actual Total Loss or Constructive Total Loss Business Income (and Extra Expense) Coverage Endorsement Exclusions (including but not limited to)
Asbestos Exclusion
Communicable Disease Exclusion
Nuclear, Biological, Chemical or Radioactive Exclusion
Sanction Limitation and Exclusion Clause
Total Pollution Exclusion
Multi-Carrier Schedule:
Carrier Participating Limit
Mt Hawley Insurance Company
Lloyd's Synd 1458 (RenaissanceRe Synd)
85%
15%
Perils Covered:
Type Description
Special Form
Perils
Earth Movement; Flood - Flood excluded for locations located in Federal Zones A prefix and/or V prefix and/or any 100 year Flood Plain area.
Binding Requirements:
Description
Subject to
D-1 (Effective January 1, 2020)
Please include up-to-date additional interest information such as Additional Named Insureds, Additional Insureds, Mortgagees and Loss Payees with the bind request, if applicable.
Conditional binding subject to receipt and review of primary binder within 5 days. Any changes or discrepancies may invalidate this binder
Subject to receipt of the primary policy within 45 days of binding.
Other Significant Terms and Conditions/Restrictions:
Description
Coverages: Building; Business Personal Property; Business Income/Extra Expenses 30 Day Notice of Cancellation, Except 10 Days for Non-Payment of Premium Based on 100% Values all Coverages
Representation(s): There is no Loss or Damage from Covered Perils in the Last Five Years See Appendix
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Excess DIC - $10M Excess $15M
Carrier Information Proposed
Policy Term 7/1/2025 - 7/1/2026
Carrier / A.M. Best Rating / Admitted/Non-
Admitted Palomar Excess and Surplus Insurance Company (A X, Non-Admitted) Princeton Excess & Surplus Lines Ins Co (A+ XV , Non-Admitted) Payment Plan In Full
Payment Method Agency Bill
Premium & Exposures
Premium
Proposed
$310,080.00
$9,320.40Surplus Lines Tax
Stamping Office Fee
- Catastrophe Analysis Fee - Fully Earned
Exposure / TIV
$559.22
$600.00
$777,575,467
0.0399Rate
TRIA $159,970.28
Minimum Earned Premium
25 %
Minimum Type
Minimum Amount / Description
Estimated Cost $320,559.62
Standard Coverages Proposed
Palomar Excess and Surplus Insurance
Company $7,500,000
Princeton Excess & Surplus Lines Insurance
Company $2,500,000
Layer 1 - Limits Apply Per Occurrence and in
the Aggregate for the Following: Earth-
Movement
$10,000,000 (100.00%) part of $10,000,000 excess of $15,000,000 Additional Coverages
Building Ordinance Coverage A
ICC/Demo: Sub-limit
Proposed
Included.
$10,000,000*
The following program sub-limits is covered in
the primary layer and is allowed to erode
primary aggregate:
Extra Expense, part of and not in addition to the
above business interruption limit(s) $2,500,000
Optional Coverages Proposed
$5,000,000 Part of $5,000,000 Excess of
$25,000,000
Option 1 : $90,000 (Premium) + $900 (Carrier Fee) + $2,727 (CA Surplus Lines Tax) + $163.62 (CA Stamping Fee) = $93,790.62
$10,000,000 Part of $10,000,000 Excess of
$25,000,000
Option 2 : $90,000 (Premium) + $900 (Carrier Fee) + $2,727 (CA Surplus Lines Tax) + $163.62 (CA Stamping Fee) = $93,790.62
$15,000,000 Part of $15,000,000 Excess of
$25,000,000
Option 3 : $245,000 (Premium) + $900 (Carrier Fee) + $7,377 (CA Surplus Lines Tax) + $442.62 (CA Stamping Fee) = $253,719.62 27 City Council
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Deductibles/SIR Proposed
5 % - per Unit
$100,000
Deductible : CA - EM - Including Time Element,
Business Income
Deductible : - Minimum EM Deductible:
Valuations Proposed
Replacement Cost
Actual Loss Sustained
Property Damage
Time Element including Extra Expense
Endorsements (including but not limited to)
Company Excess Follow Form (subject to review and approval of form we are to follow) Debris Removal clause (Company Form)
Excess Limit of Liability and Participation Clause (Company Form) Exclusions (including but not limited to)
Pollution (Company Form)
Asbestos / Contamination (Company Form)
Mold (Company Form)
Flood
EQSL
Theft
Boiler and Machinery
Communicable Disease, Virus or Bacteria
Cyber Exclusion Endorsement
Underlying Sublimited Coverages Exclusion
All Risk Perils (Including Windstorm)
Ensuing Loss
Existing Damage
War Exclusion
Nuclear/Radioactive/Biological and Chemical Exclusion
All perils except the peril of Earth Movement
Multi-Carrier Schedule:
Carrier Participating Limit
75.00%Palomar Excess and Surplus Insurance Company
Princeton Excess & Surplus Lines Ins Co 25.00%
Binding Requirements:
Description
Subject to
D-1 (Effective January 1, 2020)
Signed Insurance Applications and Acknowledgement of State Fraud Warnings.
Notice Regarding Surplus Lines Filing Confirmation and TRIPRA Rejection Forms 28 City Council
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Other Significant Terms and Conditions/Restrictions:
Description
Total TRIA Premium includes Additional Taxes: $4,930.28 Perils: Earth Movement only Excluding Flood, Excluding Earthquake Sprinkler Leakage Property Covered: Real Property, Business Income, Business Personal Property Conditions:
Warrant All Risk Underlyer
Statement of Values form
‘(collectively for Demo and ICC, not individually)
Catastrophe Analysis Fee Breakdown
Palomar Excess and Surplus Insurance Company - Treaty 1 - $ 300.00 Princeton Excess & Surplus Lines Insurance Company - $ 300.00 See Appendix
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Terrorism
Carrier Information Proposed
Policy Term 7/1/2025 - 7/1/2026
Carrier Lloyd's Syndicate 3623 (Beazley Furlonge Limited) A.M. Best Rating
Admitted/Non-Admitted
Payment Plan
Payment Method
A XV
Non-Admitted
Full Pay
Agency Bill
Premium & Exposures
Premium
Proposed
$14,460.00
Exposure / TIV Total Insured Value - $777,685,467
Minimum Earned Premium
75%
Minimum Type
Minimum Amount / Description
Estimated Cost $14,460.00
Standard Coverages Proposed
Limit $10,000,000 - Each Occurrence / Claim / Aggregate Limit Additional Coverages Proposed
Demolition and Increased Cost of Construction
Extension Sublimit: $25,000,000
EXTENSIONS OF COVERAGE - If the Policy
provides business income coverage and/or
additional coverage(s) (hereinafter, collectively
referred to as Additional Coverages), the
Company will only cover such Additional
Coverages if they are directly caused by an Act
of Terrorism. With respect to the Additional
Coverages shown in the attached policy, the
Sublimits of Insurance shown below replace and
are not in addition to the same or similar
Sublimits of Insurance shown in the Policy. If no
sublimit is shown below, then the sublimit shown
in the Policy applies.
Service Interruption $50,000,000 any one occurrence and in the aggregate for direct suppliers $25,000,000 any one occurrence and in the aggregate for indirect suppliersService Interruption
$25,000,000 any one occurrence and in the aggregate for direct suppliers only. Indirect coverage excluded.Contingent time element Civil and Military authority This coverage is sub
limited
$50,000,000. 5 mile distance limitation to apply outside of metropolitan regions. 1 mile distance limitation to apply in metropolitan regions $50,000,000. 5 mile distance limitation to apply outside of metropolitan regions. 1 mile distance limitation to apply in metropolitan regions.Ingress / Egress - This coverage is sub limited Transportation $5,000,000 any one occurrence and in the aggregate (inland only) 30 City Council
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Deductibles/SIR Proposed
Deductible - PD/BI and Liability Combined $0
Deductible - Each Occurrence / Claim
Deductible: $0
$0Deductible - Terrorism - Each Occurrence /
Claim
Defense Limitations Proposed
Liability Defense expenses erode the limit
Form Type Proposed
Form Type - Terrorism Occurrence
Endorsements (including but not limited to)
California Surplus Lines Notice 1 (Post Bind) - A01861CA 012024 ed. (Re)Insurers Liability Clause - E17206 122024 ed.
Cap on Losses Arising Out of Certified Act of Terrorism - E10177 062017 ed.
Policyholder Disclosure Notice of Terrorism Insurance Coverage - E06680 082020 ed.
Premium Payment Clause - E17208 122024 ed.
Sanction Limitation Clause - E16415 012024 ed.
Service of Suit Clause (U.S.A.) - E17209 122024 ed.
Participation Clause - E17212 122024 ed.
Demolition and Increased Cost of Construction Extension - E17207 122024 ed.
Exclusions (including but not limited to)
Nuclear, Radioactive
War
Chemical or Biological
Auditable Exposures:
Description Expiring Rate Expiring Exposure Rate Exposure Total Insured Values $777,685,467
Binding Requirements:
Description
Subject to The Return of a Completed and Signed Surplus Lines Verification Form Must be Received in our Office Within Twenty (20) Days of Binding / California Surplus Lines Disclosure Statement (Pre Bind) Other Significant Terms and Conditions/Restrictions:
Description
Subject to: No material changes; No previous incidents
Choice of Law: New York
VALUES
Deleted and replaced by USD 20,000,000 errors and omissions sublimit Significant Restrictions or Exclusions: As detailed in the attached policy wording We have determined an allocation of the premium for TRIA coverage. The allocation we have made in respect of US exposures to Acts of Terrorism, as defined under TRIA, is 80% of your current premium. 31 City Council
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Premium Summary
The estimated program cost for the options are outlined in the following table:
Line of Coverage Expiring Proposed
Option 1: Option 2:
General Star Indemnity
Company General Star Indemnity
Company
Princeton Excess &
Surplus Lines Ins Co
Excess Liability Buffer –
$1M xs $2M SIR
Estimated Cost*
Estimated Cost*
$1,807,650.00 $1,702,470.00 $1,676,675.00
Response Indemnity Company
of California Response Indemnity Company of California
Excess Workers'
Compensation
$300,027.00 $327,547.00 $327,547.00
Endurance American Specialty
Ins Co Endurance American Specialty Ins Co
Estimated Cost*
Estimated Cost*
Estimated Cost*
$381,766.00 $349,881.32 $349,881.32DIC - $5M Part of $10M DIC - $2.5M Part of $10M
DIC - $2.5M Part of $10M
Palms Insurance Company,
Limited Palms Insurance Company, Limited
$192,383.00 $176,488.36 $176,488.36
Landmark American Insurance
Company Landmark American Insurance Company
$190,883.00
Mt Hawley Insurance Company,
Underwriters at Lloyd's London
$174,940.66 $174,940.66
Mt Hawley Insurance Company,
Lloyd's Synd 1458 (RenaissanceRe Synd)
Excess DIC - $5M xs
$10M
Estimated Cost* $236,901.28 $217,193.90 $217,193.90
Palomar Excess and Surplus
Insurance Company, Palomar Excess and Surplus Insurance Company, Princeton Excess & Surplus Lines Ins CoPrinceton Excess & Surplus Lines Ins Co
Excess DIC - $10M
Excess $15M
Estimated Cost*
Estimated Cost*
$349,716.23 $320,559.62 $320,559.62
Lloyd's Syndicate 3623 (Beazley
Furlonge Limited) Lloyd's Syndicate 3623 (Beazley Furlonge Limited) $14,651.56 $14,919.83 $14,919.83Terrorism
Total Program Cost
% Change
$3,473,978.07 $3,284,000.70
-5%
$3,258,205.70
-6%
$ Change ($189,977.37) ($215,772.37)
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*Estimated Cost includes all taxes, fees, surcharges and TRIA premium (if applicable) Premiums are due and payable as billed and may be financed, subject to acceptance by an
approved finance company. Following
acceptance, completion (and signature) of a
premium finance agreement with the specified
down payment is required. Note: Unless
prohibited by law, Gallagher may earn
compensation for this optional value-added
service.
Quote from General Star Indemnity Company (Berkshire Hathaway Insurance Group) is valid until 7/1/2025
Quote from Response Indemnity Company of California is valid until 7/1/2025 Quote from Endurance American Specialty Ins Co (Sompo Japan US Group) is valid until 7/1/2025 Quote from Palms Insurance Company, Limited is valid until 6/8/2025 Quote from Landmark American Insurance Company (Allegheny Corporation) is valid until 7/1/2025 Quote from Mt Hawley Insurance Company (RLI Group), etc... is valid until 7/1/2025 Quote from Palomar Excess and Surplus Insurance Company (Palomar Insurance Corporation), etc... is valid until 7/1/2025
Gallagher is responsible for the placement of
the following lines of coverage:
Quote from Lloyd's Syndicate 3623 (Beazley Furlonge Limited) (Lloyd's Syndicate 3623 (Beazley Furlonge Limited)) is valid until 6/4/2025
Excess Liability Buffer - $1M xs $2M SIR
Excess Workers' Compensation
DIC - $5M Part of $10M
Quote from Princeton Excess & Surplus Lines Ins Co (Munich-American Holding Corporation) is valid until 7/1/2025
DIC - $2.5M Part of $10M
DIC - $2.5M Part of $10M
Excess DIC - $5M xs $10M
Excess DIC - $10M Excess $15M
Terrorism
Quote from Texas Insurance Company is valid until 7/1/2025 Other Casualty - Underground Storage
Tank Liability
It is understood that any other type of
exposure/coverage is either self-insured or
placed by another brokerage firm other than
Gallagher. If you need help in placing other
lines of coverage or covering other types of
exposures, please contact your Gallagher
representative.
This proposal of insurance features insurance policies which contain cancellation provisions to refund premium other than on a pro-rata basis for such occurrences including but not limited to non-payment of premium (short rate penalty provisions). At your request, we can detail the terms of such cancellation provisions. 34 City Council
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Location Schedule
LINE OF COVERAGE LOCATION ADDRESS
Difference in Conditions Per Schedule on File
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Payment Plans
Payment
MethodCarrier / Payable Carrier Line Of Coverage Payment Schedule General Star Indemnity Company
(Berkshire Hathaway Insurance Group) - $1M xs $2M SIR
Excess Liability Buffer Full annual premium payment is due at inception
Agency
Bill
Princeton Excess & Surplus Lines Ins
Co (Munich-American Holding
Corporation)
Excess Liability Buffer
- $1M xs $2M SIR
Premium is payable within 60 days of
binding
Agency
Bill
Response Indemnity Company of
California
Excess Workers'
Compensation
Agency
BillIn Full
In FullEndurance American Specialty Ins Co
(Sompo Japan US Group)
DIC - $5M Part of
$10M
Agency
Bill
DIC - $2.5M Part of
$10M
Payments Terms: 30 Days from Date of
Inception
Agency
BillPalms Insurance Company, Limited
Landmark American Insurance
Company (Allegheny Corporation)
DIC - $2.5M Part of
$10M
Agency
BillIn Full
Mt Hawley Insurance Company (RLI
Group) Excess DIC - $5M xs
$10M
Agency
BillIn Full
Lloyd's Synd 1458 (RenaissanceRe
Synd)
Palomar Excess and Surplus
Insurance Company (Palomar
Insurance Corporation) Excess DIC - $10M
Excess $15M
Agency
BillIn Full
Princeton Excess & Surplus Lines Ins
Co (Munich-American Holding
Corporation)
Lloyd's Syndicate 3623 (Beazley
Furlonge Limited) (Lloyd's Syndicate
3623 (Beazley Furlonge Limited))
Agency
BillTerrorism
Terrorism
Full Pay
Agency
BillTexas Insurance Company
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Coinsurance Illustration
Coinsurance Formula:
Insurance Carried ÷ Insurance Required x Loss - Deductible = Settlement Example of Coinsurance formula applied to a hypothetical loss situation:
Property Value
Coinsurance Amount
Deductible
=
=
=
=
=
=
$1,000,000
80%
$500
Insurance Required
Insurance Carried
Loss Incurred
$800,000 (80% of $1,000,000)
$400,000
$200,000
Settlement determined by applying the coinsurance formula:
$400,000
(Insurance Carried)
x $200,000 (Loss) - $500 (Deductible) = $99,500 Settlement $800,000
(Insurance Required)
Note: If the property in the above example is insured for the full insurance required ($800,000), the insured will recover $199,500. In the above example, the insured will suffer a $100,000 penalty for not being insured to the proper limit. 37 City Council
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Proposal Disclosures
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Proposal Disclosures
The following disclosures are hereby made a part of this proposal. Please review these disclosures prior to signing the Client Authorization to Bind or e-mail confirmation.
Proposal Disclaimer
IMPORTANT: The proposal and/or any executive summaries outline certain terms and conditions of the insurance proposed by the insurers, based on the information provided by your company. The insurance policies themselves must be read to fully understand the terms, coverages, exclusions, limitations and/or conditions of the actual policy contract of insurance. Policy forms will be made available upon request. We make no warranties with respect to policy limits or coverage considerations of the carrier.
Compensation Disclosure
1. Gallagher Companies are primarily compensated from the usual and customary commissions, fees or, where permitted, a combination of both, for brokerage and servicing of insurance policies, annuity contracts, guarantee contracts and surety bonds (collectively “insurance coverages”) handled for a client’s account, which may vary based on market conditions and the insurance product placed for the client.
2. In placing, renewing, consulting on or servicing your insurance coverages, Gallagher companies may participate in contingent and supplemental commission arrangements with intermediaries and insurance companies that provide for additional compensation if certain underwriting, profitability, volume or retention goals are achieved. Such goals are typically based on the total amount of certain insurance coverages placed by Gallagher with the insurance company, not on an individual policy basis. As a result, Gallagher may be considered to have an incentive to place your insurance coverages with a particular insurance company. If you do not wish to have your commercial insurance placement included in consideration for additional compensation, contact your producer or service team for an Opt-out form.
3. Gallagher Companies may receive investment income on fiduciary funds temporarily held by them, or from obtaining or generating premium finance quotes, unless prohibited by law.
4. Gallagher Companies may also access or have an ownership interest in other facilities, including wholesalers, reinsurance intermediaries, captive managers, underwriting managers and others that act as intermediaries for both Gallagher and other brokers in the insurance marketplace some of which may earn and retain customary brokerage commission and fees for their work.
If you have specific questions about any compensation received by Gallagher and its affiliates in relation to your insurance placements, please contact your Gallagher representative for more details.
TRIA/TRIPRA Disclaimer
If this proposal contains options to purchase TRIA/TRIPRA coverage, the proposed TRIA/TRIPRA program may not cover all terrorism losses.
While the amendments to TRIA eliminated the distinction between foreign and domestic acts of terrorism, a number of lines of coverage excluded under the amendments passed in 2005 remain excluded including commercial automobile, burglary and theft insurance; surety insurance, farm owners multiple perils and professional liability (although directors and officers liability is specifically included). If such excluded coverages are required, we recommend that you consider purchasing a separate terrorism policy. Please note that a separate terrorism policy for these excluded coverages may be necessary to satisfy loan covenants or other contractual obligations. TRIPRA includes a $100 billion cap on insurers' aggregate liability.
TRIPRA is set to expire on December 31, 2027. There is no certainty of extension, thus the coverage provided by your insurers may or may not extend beyond December 31, 2027. In the event you have loan covenants or other contractual obligations requiring that TRIA/TRIPRA be maintained throughout the duration of your policy period, we recommend that a separate ""Stand Alone"" terrorism policy be purchased to satisfy those obligations.
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Property Estimator Disclaimer
These property values were obtained using a desktop Property Estimator software operated by non-appraisal professionals. These property values represent general estimates which are not to be considered a certified appraisal. These property values include generalities and assumptions that may produce inaccurate values for specific structures.
Terms and Conditions
It is important that we clearly outline the nature of our mutual relationship. The following terms and conditions (these “Terms”) govern your relationship with Gallagher unless you have separately entered into a written services agreement with Gallagher relative to the policies and services outlined in this Proposal, in which case that services agreement will govern and control with respect to any conflicts with these Terms.
These Terms will become effective upon your execution of the Client Authorization to Bind Coverage (the “CAB”) included in this Proposal and shall survive for the duration of your relationship with Gallagher relative to the policies placed pursuant to the CAB or otherwise at your request.
Services
Gallagher will represent and assist you in all discussions and transactions with insurance companies relating to the lines of insurance coverage set forth in the CAB and any other lines of insurance coverage with which you request Gallagher’s assistance. Gallagher will consult with you regarding any matters involving these or other coverages for which you have engaged Gallagher. You have the sole discretion for approving any insurance policies placed, as well as all other material decisions involving your risk management, risk transfer and/or loss prevention needs.
Although you are responsible for notifying applicable insurance companies directly in connection with any claims, demands, suits, notices of potential claims or any other matters as required by the terms and conditions of your policies, Gallagher will assist you in determining applicable claim reporting requirements.
Treatment of Information
Gallagher understands the need to protect the confidentiality and security of your confidential and sensitive information and strives to comply with applicable data privacy and security laws. Your confidential and sensitive information will be protected by Gallagher and only used to perform services for you; provided that Gallagher may disclose and transfer your information to our affiliates, agents or vendors that have a need to know such information in connection with the provision of such services (including insurance markets, as necessary, for marketing, quoting, placing and/or servicing insurance coverages). We may also disclose such information as required by applicable data protection laws or the order of any court or tribunal, subject to our providing you with prior notice as permitted by law.
We will (i) implement appropriate administrative, physical and technical safeguards to protect personal information; (ii) timely report security incidents involving personal information to affected parties and/or regulatory bodies; (iii) create and maintain required policies and procedures; and (iv) comply with data subjects’ rights, as applicable. To the extent applicable under associated data protection laws, you are a “business” or “controller” and Gallagher is a “service provider” or “data processor.” You will ensure that any information provided to Gallagher has been provided with any required notices and that you have obtained all required consents, if any and where required, or are otherwise authorized to transfer all information to Gallagher and enable Gallagher to process the information for the purposes described in this Proposal and as set forth in Gallaher’s Privacy Policy located at https://www.ajg.com/privacy-policy/. Gallagher may update its Privacy Policy from time to time and any updates will be posted to such site.
Dispute Resolution
Gallagher does not expect that it will ever have a formal dispute with any of its clients. However, in the event that one should arise, we should each strive to achieve a fair, expedient and efficient resolution and we’d like to clearly outline the resolution process.
A. If the parties have a dispute regarding Gallagher’s services or the relationship governed by this Proposal (“Dispute”), each party agrees to resolve that Dispute by mediation. If mediation fails to resolve the Dispute, you and Gallagher agree to binding arbitration. Each party waives all rights to commence litigation in court to resolve a Dispute, and specifically waives all rights to pursue relief by class action or mass action in court or through arbitration. However, the parties do not waive the ability to seek a court order of injunction in aid of the mediation and arbitration required by these Terms.
B. The party asserting a Dispute must provide a written notice (“Notice”) of the claim to the other party and to the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Mediation Procedures. All Dispute resolutions will take place in Chicago, IL, unless you and Gallagher agree to another location. The parties will equally divide all costs of the mediation and arbitration proceedings and will each pay their own attorneys’ fees. All matters will be before a neutral, impartial and disinterested mediator or arbitrator(s) that have at least 20 years’ experience in commercial and insurance coverage disputes.
C. Mediation will occur within sixty (60) days of filing the Notice with the AAA. Mediation results will be reduced to a memorandum of understanding signed by you, Gallagher and the mediator. A Dispute that is not resolved in mediation will commence to binding arbitration. For Disputes in excess of $500,000, either party may elect to have the Dispute heard by a panel of three (3) arbitrators. The award of the arbitrator(s) must be accompanied by a reasoned opinion prepared and signed by the arbitrator(s). Except as may be required by law, neither 40 City Council
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you, Gallagher, nor a mediator or arbitrator may disclose the existence, content or results of any Dispute or its dispute resolution proceeding without the prior written consent of both you and Gallagher.
Electronic Delivery
In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that Gallagher may be required to deliver to you (including, but not limited to, insurance policies and endorsements, account statements and all other agreements, forms and communications) in connection with services provided by Gallagher. Electronic delivery of a document to you may be made via electronic mail or by other electronic means, including posting documents to a secure website.
Miscellaneous Terms
Gallagher is engaged to perform services as an independent contractor and not as your employee or agent, and Gallagher will not be operating in a fiduciary capacity.
Where applicable, insurance coverage placements and other services may require the payment of federal excise taxes, surplus lines taxes, stamping or other fees to the Internal Revenue Service, various State(s) departments of revenue, state regulators, boards or associations. In such cases, you will be responsible for the payment of the taxes and/or fees, which Gallagher will separately identify on related invoices.
The Proposal and these Terms are governed by the laws of the State of Illinois, without regard to its conflict of law rules.
If an arbitrator/court of competent jurisdiction determines that any provision of these Terms is void or unenforceable, that provision will be severed, and the arbitrator/court will replace it with a valid and enforceable provision that most closely approximates the original intent, and the remainder of these Terms will remain in effect.
Except to the extent in conflict with a services agreement that you may enter into with Gallagher, these Terms and the remainder of the Proposal constitute the entire agreement between you and Gallagher with respect to the subject matter of the Proposal, and supersede all prior negotiations, agreements and understandings as to such matters. 41 City Council
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Client Signature Requirements
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IMPORTANT NOTICE:
1. The insurance policy that you are applying to purchase is being issued by an insurer that is not licensed by the State of California. These companies are called “nonadmitted” or “surplus line” insurers.
2. The insurer is not subject to the financial solvency regulation and enforcement that apply to California licensed insurers.
3. The insurer does not participate in any of the insurance guarantee funds created by California law. Therefore, these funds will not pay your claims or protect your assets if the insurer becomes insolvent and is unable to make payments as promised.
4. The insurer should be licensed either as a foreign insurer in another state in the United States or as a non-United States (alien) insurer. You should ask questions of your insurance agent, broker, or “surplus line” broker or contact the California Department of Insurance at the toll-free number 1-800-927-4357 or internet website www.insurance.ca.gov. Ask whether or not the insurer is licensed as a foreign or non-United States (alien) insurer and for additional information about the insurer. You may also visit the NAIC’s internet website at www.naic.org. The NAIC—the National Association of Insurance Commissioners—is the regulatory support organization created and governed by the chief insurance regulators in the United States.
5. Foreign insurers should be licensed by a state in the United States and you may contact that state’s department of insurance to obtain more information about that insurer. You can find a link to each state from this NAIC internet website: https://naic.org/state_web_map.htm.
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6. For non-United States (alien) insurers, the insurer should be licensed by a country outside of the United States and should be on the NAIC’s International Insurers Department (IID) listing of approved nonadmitted non-United States insurers. Ask your agent, broker, or “surplus line” broker to obtain more information about that insurer.
7. California maintains a “List of Approved Surplus Line Insurers (LASLI).” Ask your agent or broker if the insurer is on that list, or view that list at the internet website of the California Department of Insurance:
www.insurance.ca.gov/01-consumers/120-company/07lasli/lasli.cfm.
8. If you, as the applicant, required that the insurance policy you have purchased be effective immediately, either because existing coverage was going to lapse within two business days or because you were required to have coverage within two business days, and you did not receive this disclosure form and a request for your signature until after coverage became effective, you have the right to cancel this policy within five days of receiving this disclosure. If you cancel coverage, the premium will be prorated and any broker’s fee charged for this insurance will be returned to you.
Date:
Insured:
D-1 (Effective January 1, 2020)
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Client Authorization to Bind Coverage
After careful consideration of Gallagher's proposal dated 6/1/2025, we accept the following coverage(s). Please check the desired coverage(s) and note any coverage amendments below:
Coverage/Carrier Description/Major Differences
☐ Accept ☐ Reject
☐ Option # 1
Excess Liability Buffer - $1M xs $2M SIR
General Star Indemnity Company
☐ Option # 2 Princeton Excess & Surplus Lines Ins Co
TRIA - Excess Liability Buffer - $1M xs $2M
SIR☐ Accept ☐ Reject
☐ Accept ☐ Reject
☐ Option # 1
Excess Workers' Compensation
$500K xs $1,500,000 SIR – Premium:
$327,547Response Indemnity Company of California
$750K xs $1,250,000 SIR - Premium:
$475,721☐ Option # 2 Response Indemnity Company of California ☐ Option # 3 Response Indemnity Company of Californi $1M xs $1M SIR - Premium: $735,719 Included* TRIA - Excess Workers' Compensation
☐ Accept ☐ Reject
☐ Accept ☐ Reject
☐ Accept ☐ Reject
☐ Accept ☐ Reject
DIC - $5M Part of $10M
Endurance American Specialty Ins Co
DIC - $2.5M Part of $10M
Palms Insurance Company, Limited
DIC - $2.5M Part of $10M
Landmark American Insurance Company
Excess DIC - $5M xs $10M
Mt Hawley Insurance Company, Lloyd's Synd
1458 (RenaissanceRe Synd)
☐ Accept ☐ Reject
☐ Accept ☐ Reject
TRIA - Excess DIC - $5M xs $10M
Excess DIC - $10M Excess $15M
Palomar Excess and Surplus Insurance
Company, Princeton Excess & Surplus Lines Ins
Co
☐ Accept ☐ Reject Excess DIC - $5M Excess $25M
An additional $5M in limits for an additional
$92,862.00 in premium
Palomar Excess and Surplus Insurance
Company, Princeton Excess & Surplus Lines Ins
Co
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Coverage/Carrier Description/Major Differences
☐ Accept ☐ Reject
☐ Accept ☐ Reject
Excess DIC - $10M Excess $25M
An additional $10M in limits for an additional
$170,247.00 in premium
Palomar Excess and Surplus Insurance
Company, Princeton Excess & Surplus Lines Ins
Co
Excess DIC - $15M Excess $25M
An additional $15M in limits for an additional
$252,791.00 in premium
Palomar Excess and Surplus Insurance
Company, Princeton Excess & Surplus Lines Ins
Co
☐ Accept ☐ Reject
☐ Option # 1
Terrorism
Lloyd's Syndicate 3623 (Beazley Furlonge
Limited)
☐ Option # 2 Texas Insurance Company
☐ Accept ☐ Reject TRIA - Terrorism
*For this coverage, TRIA cannot be rejected
Additional Recommended Coverages
Gallagher recommends that you purchase the following additional coverages for which you have exposure. By checking the box(es) below, you are requesting that Gallagher provide you with a Proposal for this coverage. By not requesting a Proposal for this coverage, you assume the risk of any uncovered loss.
The above coverage(s) does not necessarily represent the entirety of available insurance products. If you are interested in pursuing additional coverages other than those listed in the Additional Recommended Coverages, please list below:
Coverage Amendments and Notes:
Exposures and Values
You confirm the payroll, values, schedules, and any other information pertaining to your operations, and submitted to the underwriters, were compiled from information provided by you. If no updates were provided to Gallagher, the values, exposures and operations used were based on the expiring policies. You acknowledge it is your responsibility to notify Gallagher of any material change in your operations or exposures.
Additional Terms and Disclosures
Gallagher is not an expert in all aspects of your business. Gallagher’s Proposals for insurance are based upon the information concerning your business that was provided to Gallagher by you. Gallagher expects the information you provide is true, correct 46 City Council
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and complete in all material respects. Gallagher assumes no responsibility to independently investigate the risks that may be facing your business, but rather have relied upon the information you provide to Gallagher in making our insurance Proposals.
Gallagher's liability to you arising from any of Gallagher’s acts or omissions will not exceed $20 million in the aggregate. The parties each will only be liable for actual damages incurred by the other party, and will not be liable for any indirect, special, exemplary, consequential, reliance or punitive damages. No claim or cause of action, regardless of form (tort, contract, statutory, or otherwise), arising out of, relating to or in any way connected with the Proposal, any of Gallagher’s services or your relationship with Gallagher may be brought by either party any later than two (2) years after the accrual of the claim or cause of action.
Gallagher has established security controls to protect Client confidential information from unauthorized use or disclosure. For additional information, please review Gallagher’s Privacy Policy located at https://www.ajg.com/privacy-policy/.
You have read, understand and agree that the information contained in the Proposal and all documents attached to and incorporated into the Proposal, is correct and has been disclosed to you prior to authorizing Gallagher to bind coverage and/or provide services to you. By signing below, or authorizing Gallagher to bind your insurance coverage through email when allowed, you acknowledge you have reviewed and agree with terms, conditions and disclosures contained in the Proposal.
By: _______________________________________________________________________ Print Name (Specify Title)
_______________________________________________________________________ Company
_______________________________________________________________________ Signature
Date: _______________________________________________________________________ 47 City Council
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POLICYHOLDER DISCLOSURE
NOTICE OF TERRORISM
INSURANCE COVERAGE
You are hereby notified that under the Terrorism Risk Insurance Act of 2002, as amended ("TRIA"), that you now have a right to purchase insurance coverage for losses arising out of acts of terrorism, as defined in Section 102(1) of the Act, as amended: The term “act of terrorism” means any act that is certified by the Secretary of the Treasury, in consultation with the Secretary of Homeland Security and the Attorney General of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States mission; and to have been committed by an individual or individuals, as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. Any coverage you purchase for "acts of terrorism" shall expire at 12:00 midnight December 31, 2027, the date on which the TRIA Program is scheduled to terminate, or the expiry date of the policy whichever occurs first, and shall not cover any losses or events which arise after the earlier of these dates.
YOU SHOULD KNOW THAT COVERAGE PROVIDED BY THIS POLICY FOR LOSSES CAUSED BY CERTIFIED ACTS OF TERRORISM IS PARTIALLY REIMBURSED BY THE UNITED STATES UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVENTS. UNDER THIS FORMULA, THE UNITED STATES PAYS 80% OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURER(S) PROVIDING THE COVERAGE. YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A USD100 BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS' LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS USD100 BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED USD100 BILLION, YOUR COVERAGE MAY BE REDUCED.
THE PREMIUM CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS COVERED BY THE FEDERAL GOVERNMENT UNDER THE ACT.
I hereby elect to purchase coverage for acts of terrorism for a prospective premium of USD $84,774.50
X I hereby elect to have coverage for acts of terrorism excluded from my policy. I understand that I will have no coverage for losses arising from acts of terrorism.
Policyholder/Applicant's Signature Syndicate on behalf of Palms Insurance Company, Limited Print Name
Date
Policy Number
LMA9184
09 January 2020
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POLICYHOLDER DISCLOSURE
NOTICE OF TERRORISM INSURANCE COVERAGE
Named Insured:
Policy Number:
City of Santa Ana Offer Date: April 28, 2025
July 01, 2025Effective Date:
Insurance
Company:
Endurance American Specialty Insurance Company
You are hereby notified that under the Terrorism Risk Insurance Act, as amended, you have a right to purchase insurance coverage for losses resulting from acts of terrorism. As defined in Section 102(1) of the Act: The term “act of terrorism” means any act or acts that are certified by the Secretary of the Treasury--in consultation with the Secretary of Homeland Security, and the Attorney General of the United States--to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.
DISCLOSURE OF FEDERAL PARTICIPATION:
YOU SHOULD KNOW THAT WHERE COVERAGE IS PROVIDED BY THIS POLICY FOR LOSSES
RESULTING FROM CERTIFIED ACTS OF TERRORISM, SUCH LOSSES MAY BE PARTIALLY
REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS EXCLUSION FOR NUCLEAR EVENTS. UNDER THE FORMULA, THE UNITED STATES GOVERNMENT GENERALLY REIMBURSES 80% BEGINNING ON JANUARY 1, 2020, OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURANCE COMPANY PROVIDING THE COVERAGE. THE PREMIUM
CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY BE COVERED BY THE FEDERAL GOVERNMENT UNDER THE ACT.
DISCLOSURE OF CAP ON LOSSES:
YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A $100 BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS’
LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS $100 BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED $100 BILLION, YOUR COVERAGE MAY BE REDUCED.
ACCEPTANCE OR REJECTION OF TERRORISM INSURANCE COVERAGE:
Your signature and the return of this notice are required prior to binding related commercial insurance coverage. Premium is based on exposures at policy inception and may change if exposures change during the policy term.
I hereby elect to purchase certified acts of terrorism
coverage for the prospective premium of:
$33,910
X I hereby decline to purchase terrorism coverage for certified acts of terrorism. I understand that I will have no coverage for losses resulting from certified acts of terrorism.
Insured: Title: Date:
This Notice does not form a part of your insurance contract. If there is any conflict between this Notice and the policy (including its endorsements), the provisions of the policy (including its endorsements) apply.
SIL PN 011 (01 20) SN Includes copyrighted material of the National Association of Insurance Commissioners, with its permission.
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Appendix
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Compensation Disclosure Schedule
Client Name: City of Santa Ana
Gallagher U.S. Owned
Wholesaler, MGA, or
Intermediary % and/or Fee
%
Wholesaler, MGA, or
Intermediary Name1
Est. Annual
Premium2Coverage Carrier Name(s)
Excess Liability Buffer
- $1M xs $2M SIR
General Star Indemnity Company (Berkshire Hathaway
Insurance Group) Apex Insurance Agency, Inc.
Apex Insurance Agency, Inc.
Aquitaine Underwriters LLC
CRC Wholesale Group
$1,650,000.00
$1,625,000.00
$327,547.00
$339,098.00
$169,549.00
$169,549.00
Excess Liability Buffer
- $1M xs $2M SIR
Princeton Excess & Surplus Lines Ins Co (Munich-American Holding Corporation)
Excess Workers'
Compensation Response Indemnity Company of California
DIC - $5M Part of
$10M
Endurance American Specialty Ins Co (Sompo Japan US
Group)
DIC - $2.5M Part of
$10M Palms Insurance Company, Limited CRC Wholesale Group DIC - $2.5M Part of
$10M
Landmark American Insurance Company (Allegheny
Corporation) CRC Wholesale Group
Mt Hawley Insurance Company (RLI Group)
Lloyd's Synd 1458 (RenaissanceRe Synd)
Excess DIC - $5M xs
$10M CRC Wholesale Group
CRC Wholesale Group
$210,000.00
Palomar Excess and Surplus Insurance Company (Palomar
Insurance Corporation)Excess DIC - $10M
Excess $15M $310,080.00
$14,460.00
Princeton Excess & Surplus Lines Ins Co (Munich-American Holding Corporation)
Lloyd's Syndicate 3623 (Beazley Furlonge Limited) (Lloyd's Syndicate 3623 (Beazley Furlonge Limited))
Arthur J Gallagher - Baton
Rouge #338Terrorism 5 %
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Gallagher U.S. Owned
Wholesaler, MGA, or
Intermediary % and/or Fee
%
Wholesaler, MGA, or
Intermediary Name1
Est. Annual
Premium2Coverage Carrier Name(s)
Arthur J Gallagher - Baton
RougeTerrorism Texas Insurance Company $15,000.00 5 %
1 We were able to obtain more advantageous terms and conditions for you through an intermediary/ wholesaler. 2 If the premium is shown as an indication: The premium indicated is an estimate provided by the market. The actual premium and acceptance of the coverage requested will be determined by the market after a thorough review of the completed application. * A verbal quotation was received from this carrier. We are awaiting a quotation in writing.
Note: When placing business with insurance companies, Gallagher Companies receive commission based on negotiated contractual terms with those carriers. The commission rate is a percentage of the premium excluding taxes and fees. Major lines of coverage, and their typical range of commissions are listed below. If you wish to receive more details on actual compensation paid to Gallagher Companies, please contact your Gallagher representative. .
.
.
.
.
Accident & Health: 15-25%
Aviation: 14-15%
.
.
.
.
Casualty: 14-15% .
.
.
.
Package / Business Owners Package: 15-16.8%
Executive and Professional Liability: 12-16.5%
Property: 15-22%
Commercial Auto: 12.5-15%
Inland Marine: 20-22.5%
Ocean Marine: 15-17.5%
All Other Commercial: 10-20%
Bonds/Surety: 30-35%
Builders Risk: 15-18%
Workers Compensation: 8-11%
Compensation to Gallagher may also be disclosed in a Client Services Agreement or Consulting Services Agreement. 50 City Council
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Binding Requirements
Coverage (Issuing Carrier) Binding Requirements
Subject To:
D-1 (Effective January 1, 2020)
Signed TRIA Form.Excess Liability Buffer - $1M xs
$2M SIR
General Star Indemnity Company Confirmation of Binding Coverage must be signed at Binding Copy of signed E&S due diligence affidavit from retail agent must accompany any request to bind coverage.
Subject To:
D-1 (Effective January 1, 2020)
Signed TRIA Form
Excess Liability Buffer - $1M xs
$2M SIR
Princeton Excess & Surplus Lines
Ins Co Prior to binding, the Insurer requires a completed, signed, and dated UM/UIM acceptance/rejection form.
Confirmation of Binding Coverage must be signed at Binding Excess Workers' Compensation
Response Indemnity Company of
California
N/A
DIC - $5M Part of $10M
Endurance American Specialty Ins
Co
Signed Terrorism Disclosure Form prior to binding
D-1 (Effective January 1, 2020)
Subject to - requested information is received within 30 days, automatic NOC must be sent contingent upon receipt of information
D-1 (Effective January 1, 2020)DIC - $2.5M Part of $10M Palms Insurance Company, Limited Signed TRIA Disclosure Notice(s) (required at binding) The complete Named Insured listing (if any) is per schedule on file with the Program Manager
DIC - $2.5M Part of $10M
Landmark American Insurance
Company
D-1 (Effective January 1, 2020)
Subject to
D-1 (Effective January 1, 2020)
Excess DIC - $5M xs $10M
Mt Hawley Insurance Company
Please include up-to-date additional interest information such as Additional Named Insureds, Additional Insureds, Mortgagees and Loss Payees with the bind request, if Lloyd's Synd 1458 (RenaissanceRe applicable.
Synd) Conditional binding subject to receipt and review of primary binder within 5 days. Any changes or discrepancies may invalidate this binder
Subject to receipt of the primary policy within 45 days of binding.
Subject toExcess DIC - $10M Excess $15M
Palomar Excess and Surplus
Insurance Company
Princeton Excess & Surplus Lines
Ins Co
D-1 (Effective January 1, 2020)
Signed Insurance Applications and Acknowledgement of State Fraud Warnings.
Notice Regarding Surplus Lines Filing Confirmation and TRIPRA Rejection Forms 51 City Council
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Coverage (Issuing Carrier) Binding Requirements
Terrorism
Lloyd's Syndicate 3623 (Beazley
Furlonge Limited)
Subject to The Return of a Completed and Signed Surplus Lines Verification Form Must be Received in our Office Within Twenty (20) Days of Binding / California Surplus Lines Disclosure Statement (Pre Bind)
Subject to :
Terrorism
- The return of a completed and signed Surplus Lines Verification Form must be received in our office within twenty (20) days of binding Texas Insurance Company
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Claims Reporting By Policy
Immediately report all claims. Each insurer requires notice of certain types of claims depending on the potential exposure or particular injury types. It is important to thoroughly review your policy to ensure you are reporting particular incidents and claims, based upon the insurer's policy requirements.
If you are using a third party administrator ("TPA"), your TPA may or may not report claims to an insurer on your behalf.
Although we will assist you where requested, it is important that you understand whether your TPA will be completing this notification.
Reporting Direct to Carrier [Only When Applicable]
Coverage(s): DIC - $5M Part of $10M Report To:
Insurer: Endurance American Specialty Ins Co
Policy period: 7/1/2025 to 7/1/2026 Insurer/TPA Name: Endurance American Specialty Ins Co Email: [email protected]
Coverage(s): DIC - $2.5M Part of $10M Report To:
Insurer: Palms Insurance Company, Limited
Policy period: 7/1/2025 to 7/1/2026 Insurer/TPA Name: Palms Insurance Company, Limited Phone:
Email:
Web:
Coverage(s): DIC - $2.5M Part of $10M Report To:
Insurer: Landmark American Insurance Company
Policy period: 7/1/2025 to 7/1/2026
Insurer/TPA Name: Landmark American Insurance
Company
Phone: 404-231-2366
Email: [email protected]
Web: https://www.rsui.com/Pages/Claims.aspx
Coverage(s): Excess DIC - $5M xs $10M Report To:
Insurer: Mt Hawley Insurance Company
Policy period: 7/1/2025 to 7/1/2026 Insurer/TPA Name: Mt Hawley Insurance Company Phone: 800-444-0406
Email: [email protected]
Web: https://www.rlicorp.com/how-report-claim
Coverage(s): Excess DIC - $5M xs $10M Report To:
Insurer: Lloyd's Synd 1458
Policy period : 7/1/2025 to 7/1/2026 Insurer/TPA Name: Lloyd's Synd 1458 Phone:
Email:
Web:
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Coverage(s): Excess Liability Buffer - $1M xs $2M SIR
Insurer: General Star Indemnity
Report To:
Insurer/TPA Name: General Star Indemnity
Phone: 203-628-5700 / 312-526-7574
Email: [email protected]
Policy period: 7/01/2025 - 7/01/2026
Web: https://www.generalstar.com/claims/report-a-
claim.html
Coverage(s): Excess Liability Buffer - $1M xs $2M SIR Report To:
Insurer: The Princeton Excess and Surplus Lines
Insurance Company
Insurer/TPA Name: The Princeton Excess and Surplus
Lines Insurance Company
Policy period: 7/01/2025 - 7/01/2026 Phone: 1-866-311-9636 Email: [email protected]
Web:
Coverage(s): Excess DIC - $10M Excess $15M Report To:
Insurer: Palomar Excess and Surplus Insurance Company
Policy period: 7/1/2025 to 7/1/2026
Insurer/TPA Name: Palomar Excess and Surplus
Insurance Company
Phone:
Email:
Web:
Coverage(s): Excess DIC - $10M Excess $15M Report To:
Insurer: Princeton Excess & Surplus Lines Ins Co
Policy period: 7/1/2025 to 7/1/2026
Insurer/TPA Name: Princeton Excess & Surplus Lines Ins
Co
Phone: 1-888-729-2242/ 1-866-220-3505
Email:
Web: http://www.peslic.com/en.html
Coverage(s): Excess Workers Compensation Report To:
Insurer: RESPONSE INDEMNITY COMPANY OF
CALIFORNIA
Policy period: 7/1/2025 to 7/1/2026
Insurer/TPA Name: RESPONSE INDEMNITY COMPANY
OF CALIFORNIA
Phone:
Email:
Web:
Coverage(s): Terrorism Report To:
Insurer: Texas Insurance Company
Policy period: 7/1/2025 to 7/1/2026
Insurer/TPA Name: Texas Insurance Company
Phone: 1-855-497-0578
Email: [email protected]
Web:
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Coverage(s): Terrorism Report To:
Insurer: Underwriters Lloyds at London
Policy period: 7/1/2025 to 7/1/2026
Insurer/TPA Name: Underwriters Lloyds at London
Phone: 1-855-497-0578
Email: [email protected]
Web:
Reporting to Gallagher or Assistance in Reporting
Coverage(s): Report To:
Gallagher Claim Center Phone: 855-497-0578
Fax: 225-663-3224
Email: [email protected]
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18201 Von Karman, Suite 200, Irvine, CA 92612 Phone: 760-217-4952 Questions: [email protected]
INVOICE
Description Amount
Liability Program 2025/2026 8,202,559.00
Workers' Compensation Program 2025/2026 428,629.00
Property & Equipment Breakdown Program 2025/2026 538,928.00 Auto Physical Damage (APD) Program 2025/2026 188,102.00 Crime Program 2025/2026 18,518.00
Cyber Program 2025/2026 119,518.00
2025/2026 Risk Management Fund Contribution - OPTIONAL 5,000.00 TOTAL AMOUNT DUE $ 9,501,254.00
Payment Instructions
Wire (ACH) payments:
Bank Name: California Bank & Trust
Bank Address: 520 Capitol Mall, Suite 380, Sacramento, CA 95814 Routing Number: 121002042
Account Number: 1030068561
For credit to: Independent Cities Risk Management Authority Checks: * ICRMA Finance Department mailing address has changed * Please mail payments to: ICRMA
c/o Eide Bailly LLP
Attn: Jessica Andersen
25231 Paseo De Alicia, Ste. 100
Laguna Hills, CA 92653
Bill To:
CITY OF SANTA ANA
20 Civic Center Plaza
4th Floor (Risk Management)
Santa Ana,CA 92701
Customer #:
CUS_1047
Invoice #:
4407
Invoice Date:
07/01/2025
Due Date:
07/31/2025
Total Due: $ 9,501,254.00
In accordance with Article V Section D.1-3 of the ICRMA Bylaws, unless other arrangements for payment have been approved by the Governing Board, Members with delinquent amounts due shall be assessed a penalty which shall be one percent of the unpaid amount due and payable to the Authority 30 days after the initial invoice due date. A penalty of another one percent shall accrue after an additional 45 days.
Interest shall accrue on all delinquent amounts due and payable to the Authority at the applicable rate of 10% per annum from the due date of the billing until the date finally posted by the designated financial institution.
A member may appeal any surcharge assessed in accordance with Article XII of the ICRMA Bylaws.
INDEPENDENT CITIES
RISK MANAGEMENT AUTHORITY
A Joint Powers Authority
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Information Technology
www.santa-ana.org/IT
Item # 16
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 5, 2025
TOPIC: Enterprise Resource Planning System Software and Implementation Services
AGENDA TITLE
Agreements with Graviton Consulting Services, Inc. and Oracle Corp. for Enterprise Resource Planning (ERP) System Software and Implementation Services (Specification No. 23-132) (Non-General Fund)
RECOMMENDED ACTION
1.Approve agreement with Graviton Consulting Services, Inc. for the purchase of Oracle Cloud ERP subscription licensing, for an initial three-year term beginning September 1, 2025, with seven optional one-year renewals, in an aggregate amount not to exceed $5,026,843; and authorize the City Manager, or their designee, to execute future ordering documents as necessary, provided the total cost does not exceed the approved aggregate amount (Agreement No. A-2025- XXX).
2.Approve an agreement with Graviton Consulting Services, Inc. for Oracle ERP implementation services, in an amount not to exceed $4,798,915, for a 35-month term beginning August 1, 2025, and expiring June 30, 2028 (Agreement No. A- 2025-XXX).
3.Approve agreement with Oracle America, Inc. for Public Sector Oracle Cloud Services, to govern the terms and conditions of the Oracle Cloud ERP services (Agreement No. A-2025-XXX).
GOVERNMENT CODE §84308 APPLIES: Yes
DISCUSSION
On July 6, 1998, the City Council approved the purchase of the High Line Corporation’s “Personality” payroll and human resources software to be used to comply with Y2K requirements. Since 1999, the City has utilized this system (which was upgraded in 2011 to a newer version called “ePersonality”) to process payroll and manage personnel
City Council
16 –
1 8/5/2025
Enterprise Resource Planning System Software and Implementation Services July 15, 2025