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HomeMy WebLinkAbout2018 CON Meritage Systems - Online Plan Submittal and Tracking Services#2017 20718 CA R1 SERVICES AGREEMENT FOR NATIONAL CITY, CALIFORNIA This SERVICES AGREEMENT (this "Agreement"), effective as of April 17. 2018 (the "Effective Date"), is by and between Meritage Systems, Inc., a Colorado corporation, having its principal place of business at 3755 Precision Dr #140, Loveland, CO 80538 ("Meritage"), and National City, 1243 National City Blvd, National City, CA 91950 ("Customer"). Meritage provides certain services relating to managing building department services (the "Services") through the web site located at www.permits.meritaqesystems.com and such other sites as may be designated by Meritage (each, the "Site" or collectively, the "Sites"). Customer wishes to have access to the Services. The parties agree as follows: 1. DEFINITIONS. For purposes of this Agreement, the following initially capitalized terms have the following meanings: 1.1. "Account" means an account allowing access to the Services created in Customer's name. 1.2. "Fees" means the fees for the Services. 1.3. "Confidential Information" means (a) all nonpublic information disclosed or made available under this Agreement that relates to the provision or receipt of the Services or either party's financial condition, operations or business, and which is clearly identified as confidential at the time of disclosure, (b) the Technology, (c) the Documentation, (d) the Customer Information, and (e) the User IDs. 1.4. "Customer Information" means all data, information or other content entered by or collected from Customer or any other user of the Account while accessing the Services. 1.5. "Documentation" means the online help files and instruction manuals (whether in print or electronic form) that relate to the use of the Services that have been provided or made available by Meritage to Customer. 1.6. "Intellectual Property Rights" means any and all intellectual property rights throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and any and all other legal rights protecting intangible proprietary information. 1.7. "Start of Service Date" is the date of commencement of operation of the services by Customer or 120 days following the Effective Date, whichever is first. 1.8. "Technology" means the software, hardware and other technology used by or on behalf of Meritage to provide the Services, and all data, information and other content included on or accessible through the Services, except for any Customer Information. 1.9. "User ID" means each unique User identification name and password used for access to and use of the Services through the Account. 1.10. "User" means anyone accessing the Services through Customer's Account. 2. CUSTOMER'S ACCESS To AND USE OF THE SERVICES. 2.1. Customer's Right to Access the Services. Subject to the terms of this Agreement Meritage will provide Customer with the right to access and use the Services as specified in Attachment A: Description and Pricing of Services during the term of this Agreement, solely for Customer's own internal business purposes. Except as set forth in this Agreement, Customer is not receiving any right or license to use, or any ownership interest with respect to, the Sites, Services or any Technology or Intellectual Property related to the Services. 2.2. Certain Restrictions on Customer's Access. Customer will not, and will not permit any Users or any other party to: (a) alter, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Sites, Services or Technology; (b) knowingly interfere in any manner with the operation or hosting of the Sites, Services or Technology or attempt to gain unauthorized access to the Services or any other services offered by Meritage; (c) use the Services to provide outsourcing, service bureau, commercial hosting, application service provider or on-line services to third parties, or otherwise make available the Sites, Services or Technology, or access thereto, to any third party; or (d) otherwise use the Sites, Services or Technology in violation of the Agreement. 2.3. Customer's Use of the Services. (a) Accounts/User IDs. Customer will be provided with one or more User IDs to access the Services through the Account. Attachment A Description and Pricing of Services specifies the number of user IDs and Read - Only IDs provided by this agreement unless otherwise agreed in writing by Meritage ("Subscription Cap"). Customer agrees to limit usage to those individuals assigned User IDs and will be responsible for using commercially reasonable SA 15_0206 -1- efforts to ensure the security and confidentiality of all User IDs. (b) Customer Information. Customer grants to Meritage all necessary intellectual and proprietary rights and licenses in and to any Customer Information necessary for Meritage to provide the Services. Customer will not knowingly, and will not knowingly permit any Users to, provide Customer Information that: (i) infringes, misappropriates or violates any Intellectual Property Rights, publicity/privacy rights, law or regulation; (ii) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (iii) is false, misleading or inaccurate. (c) Necessary Equipment. Customer will be solely responsible, at Customer's own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for Customer and Customer's Users to connect to, access, and use the Services. Current requirements include Internet access and a PC or mobile device with a modern browser including Internet Explorer, Safari, Chrome, Firefox and maintained to versions within the prior 3 years. 3. SET UP SERVICES. 3.1. Set Up Services. Subject to the terms of this Agreement Meritage will provide Customer with support to set up the Account and User IDs, configure the Services for use by the Customer, and provide training to Users in the essential operation of the Services. 3.2. Customer Responsibilities and Certain Restrictions on Set -Up Services. Customer is responsible for providing information in a timely manner and in an appropriate format for Services configuration and entry, and for ensuring the resource(s) assigned for the Set Up process and all Users have adequate computer skills for use of the Services. Customer acknowledges and accepts that configuration of the Services is limited to the extent accommodated by the current capabilities and limitations of the Services. Set up support required beyond the specified Set -Up Services will incur an additional fee upon written notification by Meritage and with agreement by both parties. 4. FEES AND PAYMENT. 4.1. Fees. On the Effective Date, Customer will pay Meritage a set-up fee (the "Set -Up Fee") as specified in Attachment A: Description and Pricing of Services for Set-up Services. In addition, on the Start of Service Date and ending upon the termination of this Agreement, Customer will pay to Meritage a fee for the Services provided under this Agreement ("Subscription Fees") as specified in Attachment A: Description and Pricing of Services. Any changes in the Fees mutually agreed to by the parties will be made effective the month following the change. Customer will pay the then -current Fees for all other Services added to Customer's Account. On an annual basis or as may be requested from time -to -time by either party, Meritage and Customer will renegotiate the Subscription Fees and Subscription Cap. FEES ARE TO BE CONSIDERED CONFIDENTIAL BY BOTH PARTIES AND NOT TO BE SHARED WITHOUT WRITTEN PERMISSION OR AS REQUIRED BY THE FREEDOM OF INFORMATION ACT. 4.2. Payment. All Set Up Fees, Subscription Fees and other fees due under this Agreement (collectively, "Fees") are payable in U.S. dollars, unless otherwise specified in writing. Customer shall pay all Fees and any other amounts set forth on each such invoice issued by Meritage under this Agreement within 30 days of the date of invoice. 5. CONFIDENTIALITY. 5.1. Obligations. The party receiving Confidential Information (the "Receiving Party") from the other party (the "Disclosing Party") will not use any Confidential Information of the Disclosing Party for any purpose other than the providing and receipt of Services under this Agreement. The parties agree the use of the Confidential Information will be in accordance with all terms and conditions of this Agreement. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. 5.2. Termination of Obligations. The Receiving Party's obligations under this Section 5 with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party's Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure in #SA 14_1028 -2- writing and cooperates with the Disclosing Party, at the Disclosing Party's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. 5.3. Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party's possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the termination of this Agreement, whichever comes first. At the Disclosing Party's request, the Receiving Party will certify in writing that it has fully complied with its obligations under this Section 5.3. For the purposes of this Section 5, Data, as defined in Section 6 below, shall not be considered Customer's Confidential Information. 6. OWNERSHIP. 6.1. Customer's Ownership. Customer retains all right, title and interest in and to the Customer Information Customer provides to Meritage. Meritage will provide Customer Information in the form of files containing permit data to Customer within 10 business days of written request at no additional charge for up to 4 requests in a one-year period. 6.2. Meritage's Ownership. Meritage retains all right, title and interest in and to, and all Intellectual Property Rights embodied in or related to the Sites, Services, Technology, and any other information or technology used or made available in connection with the Sites or Services, including without limitation any and all improvements, updates, and modifications thereto, whether or not made in conjunction with this Agreement. Meritage's name, logo, and the product and service names associated with the Services are trademarks of Meritage or third parties, and no right or license is granted to Customer to use them separate from Customer's right to access the Services. 7. DATA. Meritage will have the right to collect non -personally identifiable data or information resulting from Customer's use of the Services ("Data") solely as necessary to provide the Services to Customer under this Agreement. All such Data will remain the Confidential Information of Customer. Meritage will have the right to collect non -customer identifiable data and information for the purposes of publishing examples of service provided. 7.1. Backup and Recovery. Meritage shall provide the following recovery services: 7.2.1 Hosting infrastructure recovery processes 7.2.2 Application recovery processes 7.2.3 Data backup with rotation and retention. Backups are done daily, the prior month of daily data is retained, each month is retained for a year, and each year retained until termination of the agreement. 8. TERM AND TERMINATION. This Agreement will begin on the Effective Date and will continue in perpetuity until terminated in accordance with the terms of this Agreement. Customer may terminate this Agreement upon notice to Meritage. In the case of such termination, Customer may specify that such termination is effective at any time up to 120 days following notice of such termination by Customer. Either party may terminate this Agreement if the other party breaches this Agreement and does not cure such breach within 60 days after being provided with written notice thereof, provided that in the case of Customer such time period will be extended beyond 60 days if Customer is exercising reasonable efforts to cure such breach during such 60 day period. Upon any termination of this Agreement: (a) all rights and licenses granted to Customer in this Agreement will immediately cease to exist; (b) Meritage may cease performing all Services; (c) all access by Customer and any Users to the Sites and the Services (including all Customer Information) may be suspended; (d) Meritage will discontinue all use of the Customer Information; and (e) all Fees and other amounts incurred under this Agreement prior to such termination or expiration will become immediately due and payable by Customer. Upon the request of Customer following any termination or expiration, Meritage will transfer all Customer information collected by Meritage either directly to Customer or to Customer's identified third -party partner. Customer shall compensate Meritage for the transfer on a time and materials basis at Meritage's then -current rates and will reimburse all reasonable expenses and costs associated with the transfer. Such expenses and costs shall include, without limitation, travel, consultant costs, hardware expenses, or software costs associated with efforts involved in preparing Customer Information for transfer as well as any costs incurred as part of the physical transfer of Customer Information. Meritage will not be required to issue any refunds for any fees pre -paid in advance. The provisions of Sections 4, 5, 6, 7, 8, 9.2, 10 and 11 of this Agreement will survive termination of the Agreement for any reason. 9. WARRANTIES AND DISCLAIMERS. 9.1. Warranties. Each party represents and warrants to the other party that: (a) such party has all requisite corporate or other applicable power and authority to execute, deliver and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement by such party has been duly authorized; and will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such NSA 14_1028 -3- party is bound; and (c) such party will, in such party's performance of this Agreement, comply with all applicable laws, rules and regulations. 9.2. Disclaimers. EXCEPT AS STATED UNDER THIS AGREEMENT, MERITAGE PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE" AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS RELIED ON NO SUCH WARRANTIES IN ENTERING INTO THIS AGREEMENT. FURTHER, MERITAGE DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. 10. CERTAIN LIABILITIES. Customer will, at Customer's own expense, indemnify, defend, hold harmless and pay all costs, damages and expenses (including reasonable attorneys' fees) awarded against or incurred by Meritage based on any claims, allegations or lawsuits that may be made or filed against Meritage by any person: (a) based on or relating to any breach by Customer of any representation and warranty under this Agreement; or (b) that use by Meritage under this Agreement of Customer's Customer Information, Data or Confidential Information infringes or misappropriates the Intellectual Property Rights of, or has caused harm or damage to, a third party. 10.1. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA, OR PROFITS, OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THE USE OF THE SITES OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EACH PARTY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SITES OR THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO MERITAGE HEREUNDER. EACH PARTY ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, MERITAGE'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 11. GENERAL PROVISIONS. This Agreement will be binding upon the parties to this Agreement and their permitted successors and assigns. Neither party may assign, delegate or transfer this Agreement or any of its rights or obligations (in whole or in part) under this Agreement (whether by operation of law or otherwise) to any third party without the other party's prior written consent. Notwithstanding the foregoing, either party may assign this agreement to any successor in interest to such party's stock, assets or business, whether by way of sale, merger, reorganization or other form of transaction, provided that such party provides the other party with notice of such assignment and that the successor in interest agreed in advance to assume all right, obligations, liabilities, and responsibilities of the assigning party under this Agreement. Any assignment or transfer in violation of the foregoing shall be null and void. Nothing in this Agreement confers or is intended to confer, expressly or by implication, any rights or remedies upon any person or entity not a party to this Agreement. The parties hereto are independent parties, not agents, employees or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any notice to the other party required or allowed under this Agreement must be delivered in writing by express courier, personal delivery, or by certified mail, postage pre -paid to the address for the party listed in the first paragraph of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect. Meritage may use Customer's name as a reference and publicize Customer as a customer of Meritage. In addition, the Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Meritage is not responsible for any delays, failures, or other damage resulting from such problems. Unless otherwise amended as provided herein, this Agreement will exclusively govern Customer's access to and use of the Services and the Sites and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Customer's access to and use of the Services and the Sites. This Agreement may be amended or modified only by a writing signed by both parties. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 11.1 GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts, and in accordance with applicable federal, state and local law, without SSA I4_1028 -4- .egard to its conflict of laws provisions. Customer agrees that It will only bring any action or proceeding arising from or elating to this Agreement in a federal court in the District of California or in state court In San Diego County, California, and :ustomer irrevocably submits to the personal jurisdiction and venue of any such court In any such action or proceeding or 1 any action or proceeding brought in such courts by Meraage. 2. INSURANCE Meritage Systems will maintain during the period of this agreement Professional Liability Insurance for Technology and Internet Errors and Omissions and Electronic Media Activities in the amount no Tess than $1,000,000 per claim and $2,000,000 aggregate. Insurance coverage shall be per attached Exhibit B - Certificate of Insurance. 'he parties hereby agree to be legally bound by the terms of th's Agreement: FOR CUSTOMER: CITY OF NATIONAI{ CITY FOR MERtTAGE SYSTEMS, INC.: By: ` By: Name: Ron Morrison Name: Jim Muller Title: Mayor Title: Director of Sales Date: April 17, 2018 Date: February7, 2018 14_102$ By: �- Thomas P. Wilkas, 0 April s2�ji :) By: Tiffa i iamson, CTO April 10, 2018 This section intentionally left blank. -5. Attachment A: Description of Services and Pricing for National City, CA Below is the budget for the one-time setup and yearly support and licensing fees. Assumptions include number of users and permit volume. Applications and Services Included One -Time Set -Up Fee Annual Support & License Fee Permit Management (see details on Inclusions below) Annual Fee Based on Number of Jurisdiction Users X $6,500 * $8,000 ContractorConnectT" Online Permitting• PC, Smartphone and Tablet anywhere, anytime access through web browser by your citizens and contractors to do permit application, payment status Check, inspection scheduling and results. Included in Setup Fee Mentage-Preferred Merchant Account for X Included in Setup Fee $2,000 Credit Card Processing GIS Integration: Permitting Included In $900 X Setup Fee Contractor andlor Business Licensing Included in $500 X Setup Fee Legacy Data Impair_ Permimag $2,000 NA Tranderofbstorkvtpercutdatafromlegacysystem,asugmesacmlcbihr,efreadabled inflfee• CSf, • (optional) Non -Preferred Merchant Account additional fee If not a Mentage Systems preferred prodder $2 500. NA (optfonal7 Per Day OnStte Permit System Training $1,600 NA (optional) Total of All Included (X) Items' $6,500 $11,400 Permit Management /nclus/ens • Unlimited Read -Only Users • Permit Management • Address Import Setup • Inspections (including mobile access & when available, lnspectorConnecr' app for iOS and Android smartphones and tablets) • Contractor Registration • Plan Review Tracking and simpie Planning / Zoning permits and workflows • Reporting and Data Import/Export • Complete configuration of permit types, workflows per permit type, terminology, fee structures, documents and user roles and permissions, contractor and business licensing setup • Permit Docs: Standard set of Permits, CO, TCO configured with your)urfsdfction logo and Information. Additional custom does at $500 per document • Report Generator: Library of standard reports with ability to configure your own. Custom Reports priced individually • Daily backup with rotation • Multiple Online Training sessions for startup and post startup • Personalized support, including periodic configuration updates • Automatic updates of new features * Meritage services to be Invoiced and paid as follows. ✓ Set -Up Fee and Data Import Fee invoiced on Agreement Effective Date and billed directly from Mentage Systems to National City, CA ✓ Annual Service fee to be pad through updated EsgiIiSAFEbui1t agreement . ESGII is responsible for payment of all annual cunnnrt anti lit- neci facie nn hphalf of the City (thrniinh a cpnpratP anrPPmPntl iSA 14_ 1028 -6- 4WRO tAr-IIt51 1 t5 - L.CK I IrMI.H I t ur IIVJUKHIN SAFELLC-01 LNORTZ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 02/26/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER RBN & Associates, Inc. 303 E Wacker Dr. Suite 1130 Chicago, IL 60601 INSURED EsGil, LLC 9320 Chesapeake Drive, Ste 208 San Diego, CA 92123 COVERAGES CONTACT NAME: PHONE (A/C, No, Ext): (312) 856-9400 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE INSURER A: Hartford Acc. & Indemnity Co. (n C, No): (312) 856-9425 INSURER B: Prop & Casu Ins Co of Hartford INSURER C : Navigators Insurance Company INSURER D : Hartford Fire Insurance Co. INSURER E : Great American E&S Ins. Co. INSURER F : NAIC S 22357 34690 42307 19682 37532 CERTIFICATE NUMBER: • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF 4MM/DDIYYYYI POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR X 83UENZV3951 10/03/2017 10/03/2018 DAMAGETO RENTED PREMISES (Ea occurrence) 300,000 $ MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES .7 PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X — _ X UABILITY ANY AUTO OWNED AUTOSOONLY AUTOS ONLY X SCHEDULED AUTOS yy AUUTOS ONLYY X 83UENPY9100 10/03/2017 10/03/2018 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ ((Per accident) AMAGE $ $ C _ X UMBRELLA LIAB EXCESS LIAR X OCCUR CLAIMS -MADE CH17EXC885600IV 10/03/2017 10/03/2018 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED X RETENTION $ 0 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE MFFICER/MEMBER EXCLUDED? andatory in NH) If yes, descnbe under DESCRIPTION OF OPERATIONS below Y / N N 1 A X 83WECE0623 05/12/2017 05/12/2018 X I STATUTE I I ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E L DISEASE - POLICY LIMIT 1,000,000 $ E Professional Liab TER 317-77-89 10/03/2017 10/03/2018 Each Claim/Aggregate 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ACORD 101, Additional Remarks Schedule, may be attached If more space is required The City of National City, its elected officials, off 'cers, agents and employees are Additional Insureds as respects General Liability and Automobile Liability as required by a written contract. Workers Compensation Waiver of Subrogation in favor of the Additional Insureds applies as required by a written contract. CERTIFICATE HOLDER City of National City 1243 National City Blvd. National City, CA 91950 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: SAFELLC-01 LNORTZ LOC #: 0 ACORD" ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY & Associates, Inc. NAMED INSURED EsGiRBN 9320 Chesapeake Drive, Ste 208 San Diego, CA 92123 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance If required by a written contract, the following forms apply on a blanket basis. General Liability: Form HG0001 09 16 Additional Insureds; Primary and Non-contributory; Waiver of Transfer of Rights of Recovery Against Others to Us Auto Liability: HA9916 0312 Commercial Automobile Broad Form Endorsement includes Additional Insureds and Waiver of Subrogation Workers Compensation: WC 00 03 13 Waiver Of Our Right to Recover from Others ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 83 UEN ZV3951 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section 111 — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: HG00010916 (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for: (3) Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II — WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only HG 00 01 09 16 Page 11 of 21 with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. b. "Bodily injury" to a co -"employee" of the person operating the watercraft; or "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 0Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally Page 12 of 21 HG 00 01 09 16 (f) (9) undertakes to make in the usual course of business, in connection with the distribution or sale of the products; Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or HG 00 01 09 16 Page 13 of 21 (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f.f}Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury" "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or In connection with "your work" and included within the "products -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others (3) by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section III — Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard"; and c. Damages under Coverage B. 3. Products -Completed Operations Aggregate Limit The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products - completed operations hazard". 4. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and Page 14 of 21 HG 00 01 09 16 contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (3) (5) b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or hen You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also (3) (5) (6) Page 16 of 21 HG 00 01 09 16 primary, we will share with all that other insurance by the method described in c. below. Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. ransfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to HG 00 01 09 16 Page 17 of 21 impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. °Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment -Related Practices" means: a. Refusal to employ that person; b. Termination of that person's employment; or c. Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. Page 18 of 21 HG 00 01 09 16 POLICY NUMBER: 83 UEN PY9100 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: Form HA 99 16 03 12 d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 1 of 5 (3) The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover Toss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" Tess any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or (3) Form HA 9916 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. AIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total Toss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," Form HA 99 16 0312 c. Regardless of the number of autos deemed a total Toss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total Toss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 5 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 83 WE CE0623 Endorsement Number: Effective Date: 05/12/17 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: SAFEBUILT LLC 3755 PRECISION DR ST 140 LOVELAND, CO 80538 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. EXCLUDED: KY NH NJ Countersigned by Form WC 00 03 13 Printed in U.S.A. Process Date: 05/12/17 Authorized Representative Policy Expiration Date: 05/12/18 RESOLUTION NO. 2018 — 52 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND MERITAGE SYSTEMS, INC., TO PROVIDE ONLINE PLAN SUBMITTAL AND TRACKING SERVICES FOR THE BUILDING, ENGINEERING, PLANNING, AN D FIRE DEPARTMENTS THROUGH THE MERITAGE WEBSITE WHEREAS, on September 20, 2016, the City Council adopted Resolution No. 2016-150 entering into an Agreement with EsGil Corporation to provide permit processing, plan reviews, construction inspections on -site and off -site for a not -to -exceed annual amount of $800,000 and a term from August 8, 2016 through August 7, 2019; and WHEREAS, the Agreement provided compensation for reviewing building plans in the amount of sixty-five percent (65%) of the plan checking fee collected by the City for each permit based upon the City's adopted fee schedule; and WHEREAS, City staff evaluated permit processing products provided by CAA Professionals and Meritage Systems, Inc. ("Meritage"), each of which had previously gone through a request for proposals (RFP) process with the Engineering Department, and determined that the Meritage Systems website provided the best functionality and ease of use; and WHEREAS, the City desires to execute an Agreement with Meritage for access to their website for the management of all areas of plan submittal and inspection processes that also allows residents and customers to have live access to the most current status of their respective plan review and inspection process; and WHEREAS, because Meritage and EsGil Corporation ("EsGil") are both subsidiaries of Safebuilt, LLC, EsGil has agreed to a payment arrangement to provide access to the Meritage website through a First Amendment to their Agreement with the City to increase the compensation by one -percent (1 %), from sixty-five percent (65%) to sixty-six percent (66%), to pay the Meritage cost for annual support and license fees; and WHEREAS, Meritage's one-time start up training and legacy import cost of $10,000 that will be paid by the City utilizing Building's professional services account, and the annual support and licensing fee of $11,400 will be paid by EsGil with monies collected during the plan review and permit issuance process; and WHEREAS, the term of the Agreement between the City of National City and Meritage will begin on April 17, 2018 (the "effective date") and may be terminated by the City upon notice to Meritage; and WHEREAS, if the City terminates its Agreement with EsGil, such will not end the City's continuing use and support of the Meritage website, but the City would need to provide an alternate funding source to continue to pay the annual support and licensing fee for the Meritage System. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement between the City of National City and Meritage Systems, Inc., to provide online plan submittal and tracking services for the Building, Engineering, Planning, and Fire Departments, through the Meritage website. Said Agreement is on file in the Office of the City Clerk. [Signature Page to Follow] Resolution No. 2018 — 52 Page Two ATTEST: PASSED and ADOPTED this 17th day of Apr 18. on Morrison, Mayor N N Michael R. Dalla,1City Clerk APPROVED AS TO FORM: Morri -Jones torney torney Passed and adopted by the Council of the City of National City, California, on April 17, 2018 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California () y A City CI rk of the City of ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2018-52 of the City of National City, California, passed and adopted by the Council of said City on April 17, 2018. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: April 17, 2018 AGENDA ITEM NO. 7 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement between the City of National City and Meritage Systems, Inc., to provide online plan submittal and tracking services for Building, Engineering, Planning and Fire, through the Meritage website. Meritage and EsGil are both subsidiaries of Safebuilt; and as such, an amendment to the City's agreement with EsGil will allow the City to pay Meritage for the enhanced tracking system utilizing monies collected during the plan review and permit issuance process. (Building/Fire) PREPARED BY: Frank Parra DEPARTMENT: PHONE: 619-336-4551 APPROVED BY: EXPLANATION: See Staff Report. FINANCIAL STATEMENT: APPROVED: `gam Xe Finance ACCOUNT NO. 120-00000-3545 — Revenue account APPROVED: MIS 120-412-028-213-0000 — Professional Services $10,000 one-time start up training and legacy import cost will be paid with Building's professional services account, and annual support and licensing fee of $11,400 will be paid by Esgil with monies collected during the plan review and permit issuance process. ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt Resolution. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: Services Agreement for National City, California ' Resolution 20/ k :52 City Council Staff Report 4/17/2018 ITEM TITLE Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement between the City of National City and Meritage Systems, Inc., to provide online plan submittal and tracking services for Building, Engineering, Planning and Fire, through the Meritage website. Meritage and EsGil are both subsidiaries of Safebuilt; and as such, an amendment to the City's agreement with EsGil will allow the City to pay Meritage for the enhanced tracking system utilizing monies collected during the plan review and permit issuance process. (Building/Fire) BACKGROUND On September 20, 2016, the City Council adopted Resolution No. 2016-150 entering into an Agreement with EsGil Corporation to provide permit processing, plan reviews, construction inspections of on -site and off -site for a not -to -exceed annual amount of $800,000 and a term of August 8, 2016 through August 7, 2019. The original Agreement provided compensation for reviewing building department plans in the amount of sixty-five percent (65%) of the plan checking fee collected by the City for each permit based upon the City's adopted fee schedule. DISCUSSION City staff evaluated permit processing products provided by consultants who had previously gone through a request for proposals (RFP) process with the Engineering Department. City staff evaluated CAA Professionals and Meritage Systems, Inc. Development Services would like the right to access the Meritage System, Inc. web site for managing all areas of plan submittal and inspection processes; the new permit & inspection tracking system will allow our residents and customers live access to the most current status of their respective plan review and inspection process. EsGil Corporation has agreed to provide access to the Meritage System, Inc. web site under the following contract agreement changes. The City and EsGil Corporation agree that an increase by one -percent (1%) from sixty-five percent (65%) to sixty-six percent (66%) is adequate to cover the Meritage Systems, Inc. annual support & license fees. There is a one-time start up training and legacy import cost of $10,000 that will be paid with Building's professional services account. An annual support and licensing fee of $11,400 will be paid by EsGil with monies collected during the plan review and permit issuance process. This Agreement will begin on the effective date and may be terminated upon notice to Meritage. The City may specify that such termination is effective at any time up to 120 days following Page 2 Staff Report: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement between the City of National City and Meritage Systems, Inc., to provide online plan submittal and tracking services for Building, Engineering, Planning and Fire, through the Meritage website. Meritage and EsGil are both subsidiaries of Safebuilt; and as such, an amendment to the City's agreement with EsGil will allow the City to pay Meritage for the enhanced tracking system utilizing monies collected during the plan review and permit issuance process. (Building/Fire) notice. If the City end its Agreement with EsGil, the City would need to provide an alternate funding source to continue to pay the annual support and licensing fee for the Meritage System. FISCAL IMPACT $10,000 one-time start up training and legacy import cost will be paid with Building's professional services account and annual support and licensing fee of $11,400 will be paid by EsGil with monies collected during the plan review and permit issuance process. RECOMMENDATION(S) Adopt the resolution. ATTACHMENT(S) Services Agreement for National City, California #2017 20718 CA R1 SERVICES AGREEMENT FOR NATIONAL CITY, CALIFORNIA this SERVICES AGREEMENT (this "Agreement"), effective as of April 17, 2018 (the "Effective Date"), is by and between Meritage Systems, Inc., a Colorado corporation, having its principal place of business at 3755 Precision Dr #140, Loveland, CO 80538 ("Meritage"), and National City, 1243 National City Blvd, National City, CA 91950 ("Customer"). Meritage provides certain services relating to managing building department services (the "Services") through the web site located at www.permits.meritagesystems.com and such other sites as may be designated by Meritage (each, the "Site" or collectively, the "Sites"). Customer wishes to have access to the Services. The parties agree as follows: 1. DEFINITIONS. For purposes of this Agreement, the following initially capitalized terms have the following meanings: 1.1. "Account" means an account allowing access to the Services created in Customer's name. 1.2. "Fees" means the fees for the Services. 1.3. "Confidential Information" means (a) all nonpublic information disclosed or made available under this Agreement that relates to the provision or receipt of the Services or either party's financial condition, operations or business, and which is clearly identified as confidential at the time of disclosure, (b) the Technology, (c) the Documentation, (d) the Customer Information, and (e) the User IDs. 1.4. "Customer Information" means all data, information or other content entered by or collected from Customer or any other user of the Account while accessing the Services. 1.5. "Documentation" means the online help files and instruction manuals (whether in print or electronic form) that relate to the use of the Services that have been provided or made available by Meritage to Customer. 1.6. "Intellectual Property Rights" means any and all intellectual property rights throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and any and all other legal rights protecting intangible proprietary information. 1.7. "Start of Service Date" is the date of commencement of operation of the services by Customer or 120 days following the Effective Date, whichever is first. 1.8. "Technology" means the software, hardware and other technology used by or on behalf of Meritage to provide the Services, and all data, information and other content included on or accessible through the Services, except for any Customer Information. 1.9. "User ID" means each unique User identification name and password used for access to and use of the Services through the Account. 1.10. "User" means anyone accessing the Services through Customer's Account. 2. CUSTOMER'S ACCESS To AND USE OF THE SERVICES. 2.1. Customer's Right to Access the Services. Subject to the terms of this Agreement Meritage will provide Customer with the right to access and use the Services as specified in Attachment A: Description and Pricing of Services during the term of this Agreement, solely for Customer's own internal business purposes. Except as set forth in this Agreement, Customer is not receiving any right or license to use, or any ownership interest with respect to, the Sites, Services or any Technology or Intellectual Property related to the Services. 2.2. Certain Restrictions on Customer's Access. Customer will not, and will not permit any Users or any other party to: (a) alter, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Sites, Services or Technology; (b) knowingly interfere in any manner with the operation or hosting of the Sites, Services or Technology or attempt to gain unauthorized access to the Services or any other services offered by Meritage; (c) use the Services to provide outsourcing, service bureau, commercial hosting, application service provider or on-line services to third parties, or otherwise make available the Sites, Services or Technology, or access thereto, to any third party; or (d) otherwise use the Sites, Services or Technology in violation of the Agreement. 2.3. Customer's Use of the Services. (a) Accounts/User IDs. Customer will be provided with one or more User IDs to access the Services through the Account. Attachment A Description and Pricing of Services specifies the number of user IDs and Read - Only IDs provided by this agreement unless otherwise agreed in writing by Meritage ("Subscription Cap"). Customer agrees to limit usage to those individuals assigned User IDs and will be responsible for using commercially reasonable SA I5_0206 -1- efforts to ensure the security and confidentiality of all User IDs. (b) Customer Information. Customer grants to Meritage all necessary intellectual and proprietary rights and licenses in and to any Customer Information necessary for Meritage to provide the Services. Customer will not knowingly, and will not knowingly permit any Users to, provide Customer Information that: (i) infringes, misappropriates or violates any Intellectual Property Rights, publicity/privacy rights, law or regulation; (ii) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (iii) is false, misleading or inaccurate. (c) Necessary Equipment. Customer will be solely responsible, at Customer's own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for Customer and Customer's Users to connect to, access, and use the Services. Current requirements include internet access and a PC or mobile device with a modern browser including Internet Explorer, Safari, Chrome, Firefox and maintained to versions within the prior 3 years. 3. SET UP SERVICES. 3.1. Set Up Services. Subject to the terms of this Agreement Meritage will provide Customer with support to set up the Account and User IDs, configure the Services for use by the Customer, and provide training to Users in the essential operation of the Services. 3.2. Customer Responsibilities and Certain Restrictions on Set -Up Services. Customer is responsible for providing information in a timely manner and in an appropriate format for Services configuration and entry, and for ensuring the resource(s) assigned for the Set Up process and all Users have adequate computer skills for use of the Services. Customer acknowledges and accepts that configuration of the Services is limited to the extent accommodated by the current capabilities and limitations of the Services. Set up support required beyond the specified Set -Up Services will incur an additional fee upon written notification by Meritage and with agreement by both parties. 4. FEES AND PAYMENT. 4.1. Fees. On the Effective Date, Customer will pay Meritage a set-up fee (the "Set -Up Fee") as specified in Attachment A: Description and Pricing of Services for Set-up Services. In addition, on the Start of Service Date and ending upon the termination of this Agreement, Customer will pay to Meritage a fee for the Services provided under this Agreement ("Subscription Fees") as specified in Attachment A: Description and Pricing of Services. Any changes in the Fees mutually agreed to by the parties will be made effective the month following the change. Customer will pay the then -current Fees for all other Services added to Customer's Account. On an annual basis or as may be requested from time -to -time by either party, Meritage and Customer will renegotiate the Subscription Fees and Subscription Cap. FEES ARE TO BE CONSIDERED CONFIDENTIAL BY BOTH PARTIES AND NOT TO BE SHARED WITHOUT WRITTEN PERMISSION OR AS REQUIRED BY THE FREEDOM OF INFORMATION ACT. 4.2. Payment. All Set Up Fees, Subscription Fees and other fees due under this Agreement (collectively, "Fees") are payable in U.S. dollars, unless otherwise specified in writing. Customer shall pay all Fees and any other amounts set forth on each such invoice issued by Meritage under this Agreement within 30 days of the date of invoice. 5. CONFIDENTIALITY. 5.1. Obligations. The party receiving Confidential Information (the "Receiving Party") from the other party (the "Disclosing Party") will not use any Confidential Information of the Disclosing Party for any purpose other than the providing and receipt of Services under this Agreement. The parties agree the use of the Confidential Information will be in accordance with all terms and conditions of this Agreement The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. 5.2. Termination of Obligations. The Receiving Party's obligations under this Section 5 with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party's Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure in NSA 14_1028 -2- writing and cooperates with the Disclosing Party, at the Disclosing Parry's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. 5.3. Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party's possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the termination of this Agreement, whichever comes first. At the Disclosing Party's request, the Receiving Party will certify in writing that it has fully complied with its obligations under this Section 5.3. For the purposes of this Section 5, Data, as defined in Section 6 below, shall not be considered Customer's Confidential Information. 6. OWNERSHIP. 6.1. Customer's Ownership. Customer retains all right, title and interest in and to the Customer Information Customer provides to Meritage. Meritage will provide Customer Information in the form of files containing permit data to Customer within 10 business days of written request at no additional charge for up to 4 requests in a one-year period. 6.2. Meritage's Ownership. Meritage retains all right, title and interest in and to, and all Intellectual Property Rights embodied in or related to the Sites, Services, Technology, and any other information or technology used or made available in connection with the Sites or Services, including without limitation any and all improvements, updates, and modifications thereto, whether or not made in conjunction with this Agreement. Meritage's name, logo, and the product and service names associated with the Services are trademarks of Meritage or third parties, and no right or license is granted to Customer to use them separate from Customer's right to access the Services. 7. DATA. Meritage will have the right to collect non -personally identifiable data or information resulting from Customer's use of the Services ("Data") solely as necessary to provide the Services to Customer under this Agreement. All such Data will remain the Confidential Information of Customer. Meritage will have the right to collect non -customer identifiable data and information for the purposes of publishing examples of service provided. 7.1. Backup and Recovery. Meritage shall provide the following recovery services: 7.2.1 Hosting infrastructure recovery processes 7.2.2 Application recovery processes 7.2.3 Data backup with rotation and retention. Backups are done daily, the prior month of daily data is retained, each month is retained for a year, and each year retained until termination of the agreement. 8. TERM AND TERMINATION. This Agreement will begin on the Effective Date and will continue in perpetuity until terminated in accordance with the terms of this Agreement. Customer may terminate this Agreement upon notice to Meritage. In the case of such termination, Customer may specify that such termination is effective at any time up to 120 days following notice of such termination by Customer. Either party may terminate this Agreement if the other party breaches this Agreement and does not cure such breach within 60 days after being provided with written notice thereof, provided that in the case of Customer such time period will be extended beyond 60 days if Customer is exercising reasonable efforts to cure such breach during such 60 day period. Upon any termination of this Agreement: (a) all rights and licenses granted to Customer in this Agreement will immediately cease to exist; (b) Meritage may cease performing all Services; (c) all access by Customer and any Users to the Sites and the Services (including all Customer Information) may be suspended; (d) Meritage will discontinue all use of the Customer Information; and (e) all Fees and other amounts incurred under this Agreement prior to such termination or expiration will become immediately due and payable by Customer. Upon the request of Customer following any termination or expiration, Meritage will transfer all Customer Information collected by Meritage either directly to Customer or to Customer's identified third -party partner. Customer shall compensate Meritage for the transfer on a time and materials basis at Meritage's then -current rates and will reimburse all reasonable expenses and costs associated with the transfer. Such expenses and costs shall include, without limitation, travel, consultant costs, hardware expenses, or software costs associated with efforts involved in preparing Customer Information for transfer as well as any costs incurred as part of the physical transfer of Customer Information. Meritage will not be required to issue any refunds for any fees pre -paid in advance. The provisions of Sections 4, 5, 6, 7, 8, 9.2, 10 and 11 of this Agreement will survive termination of the Agreement for any reason. 9. WARRANTIES AND DISCLAIMERS. 9.1. Warranties. Each party represents and warrants to the other party that: (a) such party has all requisite corporate or other applicable power and authority to execute, deliver and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement by such party has been duly authorized; and will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such NSA 14. 1028 -3- party is bound; and (c) such party will, in such party's performance of this Agreement, comply with all applicable laws, rules and regulations. 9.2. Disclaimers. EXCEPT AS STATED UNDER THIS AGREEMENT, MERITAGE PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE" AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS RELIED ON NO SUCH WARRANTIES IN ENTERING INTO THIS AGREEMENT. FURTHER, MERITAGE DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. 10. CERTAIN LIABILITIES. Customer will, at Customer's own expense, indemnify, defend, hold harmless and pay all costs, damages and expenses (including reasonable attorneys' fees) awarded against or incurred by Meritage based on any claims, allegations or lawsuits that may be made or filed against Meritage by any person: (a) based on or relating to any breach by Customer of any representation and warranty under this Agreement; or (b) that use by Meritage under this Agreement of Customer's Customer Information, Data or Confidential Information infringes or misappropriates the Intellectual Property Rights of, or has caused harm or damage to, a third party. 10.1. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA, OR PROFITS, OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THE USE OF THE SITES OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EACH PARTY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SITES OR THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO MERITAGE HEREUNDER. EACH PARTY ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, MERITAGE'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 11. GENERAL PROVISIONS. This Agreement will be binding upon the parties to this Agreement and their permitted successors and assigns. Neither party may assign, delegate or transfer this Agreement or any of its rights or obligations (in whole or in part) under this Agreement (whether by operation of law or otherwise) to any third party without the other party's prior written consent. Notwithstanding the foregoing, either party may assign this agreement to any successor in interest to such party's stock, assets or business, whether by way of sale, merger, reorganization or other form of transaction, provided that such party provides the other party with notice of such assignment and that the successor in interest agreed in advance to assume all right, obligations, liabilities, and responsibilities of the assigning party under this Agreement. Any assignment or transfer in violation of the foregoing shall be null and void. Nothing in this Agreement confers or is intended to confer, expressly or by implication, any rights or remedies upon any person or entity not a party to this Agreement. The parties hereto are independent parties, not agents, employees or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any notice to the other party required or allowed under this Agreement must be delivered in writing by express courier, personal delivery, or by certified mail, postage pre -paid to the address for the party listed in the first paragraph of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect. Meritage may use Customer's name as a reference and publicize Customer as a customer of Meritage. In addition, the Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Meritage is not responsible for any delays, failures, or other damage resulting from such problems. Unless otherwise amended as provided herein, this Agreement will exclusively govem Customer's access to and use of the Services and the Sites and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Customer's access to and use of the Services and the Sites. This Agreement may be amended or modified only by a writing signed by both parties. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 11.1 GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts, and in accordance with applicable federal, state and local law, without NSA 14_1028 -4- regard to its conflict of Iav's provisions. Customer agrees that it will only bring any action or proceeding arising from or relating to this Agreement in a federal court in the District of California or in state court in San Diego County, California, and Customer irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by Meritage. 12. INSURANCE Meritage Systems will maintain during the period of this agreement Professional Liability Insurance for Technology and Internet Errors and Omissions and Electronic Media Activities in the amount no less than $1,000,000 per claim and $2,000,000 aggregate. Insurance coverage shall be per attached Exhibit B - Certificate of Insurance. The parties hereby agree to be legally bound by the terms of this Agreement: FOR CUSTOMER: FOR MERITAGE SYSTEMS, INC.: By: By: � Name: Name: Jim Muller Title: Date: #SA 14_1028 Title: Director of Sales Date: February 7, 2018 By: Name: Thomas P. Wilkes, CFO Date: March 6, 2018 This section intentionally left blank. -5- Thomas P. Wilkas, CFO March 27, 2018 Tiffany Williamson, CTO March 27, 2018 Attachment A: Description of Services and Pricing for National City, CA Below is the budget for the one-time setup and yearly support and licensing fees. Assumptions include number of users and permit volume. Applications and Services Included One -Time Set -Up Fee Annual Support & License Fee Permit Management (see details on Inclusions below) Annual Fee Based on Number of Jurisdiction Users X $6,500 * $8,000 * ContractorConnect*" Online Permitting. PC, Smartphone and Tablet anywhere, anytime access through web browser by your citizens and corbactors to do pa trot application, payment, status check, inspection scheduling and results Included in Setup Fee Mentage-Preferred Merchant Account for X Included in Setup Fee $2,000 Credit Card Processing GIS Integration Permitting Included In $900 X Setup Fee Contractor andlor Business Licensing Included in 5500 X Setup Fee Legacy Data Impoit Permrmng Transfer of historical permit data from legacy sputm, ruvane r maifrbrhh of readable data file o, 32.0D0 NA CS (optional) Non -Prefers ed Met chant Account additional fee ijnot a Merttage Systems preferred provider $7, 550 NA (optional) Per Day On -Site Permit System Training : t, 500 NA (optional) Total of All Included (X) items $6,500 $11,400 Permit Management Inclusions • Unlimited Read -Only Users • Permit Management • Address Import Setup • Inspections (including mobile access & when available, InspectorConnectTM app foriOS and Android smarlphones and tablets) • Contractor Registration • Plan Review Tracking and simple Planning / Zoning permits and workflows • Reporting and Data Import/Export • Complete configuration of permit types, workflows per permit type, terminology, fee structures, documents and user roles and permissions, contractor and business licensing setup • Permit Docs: Standard set of Permits, CO, TCO configured with your Jurisdiction logo and information Additional custom docs at $500 per document • Report Generator. Library of standard reports with ability to configure your own. Custom Reports priced individually • Daily backup with rotation • Multiple Online Training sessions for startup and post startup • Personalized support, including periodic configuration updates • Automatic updates of new features * Mentage services to be invoiced and paid as follows: Set -Up Fee and Data Import Fee invoiced on Agreement Effective Date and billed directly from Mentage Systems to National City, CA 1 Annual Service tee to be paid through updated EsgibSAFELwIt agreement , EsGil is responsible for payment of all annual support and license fees on -behalf of the City (through a seperate agreement) NSA 14_1028 -6- 13€c RESOLUTION NO. 2018 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND MERITAGE SYSTEMS, INC., TO PROVIDE ONLINE PLAN SUBMITTAL AND TRACKING SERVICES FOR THE BUILDING, ENGINEERING, PLANNING, AND FIRE DEPARTMENTS THROUGH THE MERITAGE WEBSITE WHEREAS, on September 20, 2016, the City Council adopted Resolution No. 2016-150 entering into an Agreement with EsGil Corporation to provide permit processing, plan reviews, construction inspections on -site and off -site for a not -to -exceed annual amount of $800,000 and a term from August 8, 2016 through August 7, 2019; and WHEREAS, the Agreement provided compensation for reviewing building plans in the amount of sixty-five percent (65%) of the plan checking fee collected by the City for each permit based upon the City's adopted fee schedule; and WHEREAS, City staff evaluated permit processing products provided by CAA Professionals and Meritage Systems, Inc. ("Meritage"), each of which had previously gone through a request for proposals (RFP) process with the Engineering Department, and determined that the Meritage Systems website provided the best functionality and ease of use; and WHEREAS, the City desires to execute an Agreement with Meritage for access to their website for the management of all areas of plan submittal and inspection processes that also allows residents and customers to have live access to the most current status of their respective plan review and inspection process; and WHEREAS, because Meritage and EsGil Corporation ("EsGil") are both subsidiaries of Safebuilt, LLC, EsGil has agreed to a payment arrangement to provide access to the Meritage website through a First Amendment to their Agreement with the City to increase the compensation by one -percent (1 %), from sixty-five percent (65%) to sixty-six percent (66%), to pay the Meritage cost for annual support and license fees; and WHEREAS, Meritage's one-time start up training and legacy import cost of $10,000 that will be paid by the City utilizing Building's professional services account, and the annual support and licensing fee of $11,400 will be paid by EsGil with monies collected during the plan review and permit issuance process; and WHEREAS, the term of the Agreement between the City of National City and Meritage will begin on April 17, 2018 (the "effective date") and may be terminated by the City upon notice to Meritage; and WHEREAS, if the City terminates its Agreement with EsGil, such will not end the City's continuing use and support of the Meritage website, but the City would need to provide an alternate funding source to continue to pay the annual support and licensing fee for the Meritage System. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement between the City of National City and Meritage Systems, Inc., to provide online plan submittal and tracking services for the Building, Engineering, Planning, and Fire Departments, through the Meritage website. Said Agreement is on file in the Office of the City Clerk. [Signature Page to Follow] Resolution No. 2018 — Page Two PASSED and ADOPTED this 17th day of April, 2018. ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney Ron Morrison, Mayor ,k,v( ' CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk MERITAGE SYSTEMS, INC. ONLINE PLAN SUBMITTAL AND TRACKING SERVICES Agreement Judy Wilkins (Fire) forwarded copies of the Fully Executed Agreement to Meritage Systems, Inc.