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02-1001_DIGITAL MAP PRODUCTS_Sublicense Agreement Attachment 1 SUBLICENSE AGREEMENT Agreement No. 0207101 2002 DIGITAL MAP PRODUCTS This document and any portion thereof may not be reproduced without the prior written consent of DIGITAL MAP PRODUCTS This Sublicense Agreement (Agreement) is made and entered into as of October 1, 2002 (the Effective Date) by and between Digital Map Products, LLC ("DMP") and The City of San Juan Capistrano (Licensee). Unless otherwise defined herein, all capitalized terms in this document have the respective meanings assigned to them in Section 1. RECITALS A. DMP is an authorized Sublicensor of certain Contributed Databases, which are owned by third parties. B. Licensee desires to acquire from DMP and DMP desires to grant to Licensee a non-exclusive right and sublicense to use the Licensed Products containing all or portions of the contributed databases solely for the Purpose hereinafter defined. NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, the parties of this Agreement hereby agree as follows: 1. DEFINITIONS 1.1 Contributed Database/Contributor Database shall mean those certain Databases licensed by those certain Contributors to DMP with the right to grant sublicenses as set forth herein. The Licensed Products and Contributors relevant to this Agreement are identified in Exhibit A attached hereto and incorporated by reference herein. 1.2 Contributor shall mean a third party licensor of Contributed Databases to DMP. 1.3 Database shall mean a compilation of geographic, cartographic, engineering, architectural, tabular, text and/or other data, information or works, including, but not limited to, graphic and/or file data in automated or manual form. 1.4 Derivative Databases or Products shall mean all works created by Licensee which incorporate all or part of the Contributed Database, including, but not limited to, a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form of, or modification to the Contributed Database. t 9 d � ,�� ,�s �� ,, � s�� i . � Sublicense Agreement No. 07101 • OZ 1.5 Documentation shall mean all manuals, user documentation, and other related materials pertaining to the Licensed Products which are furnished in order to ensure proper and/or ease of use of the databases by Licensee. 1.6 Licensed Products shall mean those portions of the Contributed Databases set forth in Exhibit A of this Agreement. 1.7 Owners shall mean the owners of certain Contributed Databases referred to in Exhibit A . 1.8 Peripheral Databases or Products shall mean any work created by Licensee that does not incorporate, or use as a base, any portion of the Contributed Database or Derivative Product. 1.9 "Purpose" shall mean the non-commercial use of Licensed Products for Licensee's normal business activities by its employees, agents and contractors, subject to the terms and conditions herein, or as hereinafter modified in accordance with Section 2. Specifically excluded from the Purpose, but not limited to, is the public display or depiction of the Thomas Bros. Maps Digital Database, Digital Orthophotography not owned by Licensee, Property Records tabular Data, or Raster Tax Maps on the Internet or other public electronic transmission. Purpose shall include the use of Licensed Products through DMP's CityGIS Subscription Service as defined in the attached CityGIS Subscription Agreement in Exhibit E. 1.10 Visual Output shall mean all printouts, plots, displays, photographic film, printed matter and other visual representation of data. 2. EXPANDED DEFINITION OF PURPOSE If in the future, during the term of this Agreement, or any subsequent extensions, Licensee requires an expanded definition of the Purpose to meet its normal non- commercial business objectives, DMP shall not unreasonably withhold such an expanded definition so long as such expanded definition does not cause Licensee to in any way compete with DMP or Owners. 3. GRANT OF RIGHTS DMP hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable, and non-assignable right and sublicense to use the Licensed Products solely for the Purpose, from the Effective Date hereof until this Agreement is terminated or expires in accordance with its terms. Licensee may produce Visual Output from the Licensed Products and/or from Derivative Products for its normal business use. Licensee may also externally distribute Visual Output, including distribution to Licensee's contractors, consultants and agents that Licensee engages for the Purpose as long as the Visual Output does not compete with or replace, current products and/or services of DMP or any of its affiliates or Page 2 Sublicense Agreement No. 7101 Owners. Licensee shall not be precluded from charging fees for the distribution of such Visual Output provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices. Without limiting the foregoing, Licensee understands and agrees that it shall in no event use any aspect of the Licensed Products to produce maps of any kind, or map-related or other information using the Thomas Bros. Maps Page and Grid'"^, for any use or purpose other than the Purpose. Licensee may create Derivative Products to the extent that such Derivative Products contribute to the Purpose. Licensee shall be entitled to possess and use such Derivative Products, royalty-free, in perpetuity, under the terms of this Agreement, solely for the Purpose provided that use of such does not include any manner of attempt to reverse-engineer any aspect of Licensed Products. Licensee may provide copies of Derivative Products to DMP, but Licensee is not obligated to provide such copies at any time. Licensee shall have no right to assign, transfer, or sublicense any aspect. of the Licensed Products or Derivative Products except as and to the extent and on the terms agreed, in writing, in advance, by DMP in its sole and absolute discretion. As a condition for such authorization by DMP, if granted, each such other party must abide by the restrictions on Licensee's use in this Agreement and execute an agreement satisfactory to DMP. Licensee shall have the right to access the Licensed Products using the DMP CityGIS subscription service by signing the Digital Map Products CityGIS Subscription Agreement provided in Exhibit E.. Licensee's third party contractors, agents and consultants may use the Licensed Products and Derivatives in digital format for Licensee's Purpose provided however that said third parties do not sell, license, or otherwise distribute Licensed Products, Derivative Products or any portion thereof and that such other parties must execute and abide by the terms of a consultant use agreement to be provided by DMP and approved by Licensee. Licensee shall not be precluded from charging fees for the distribution of Licensed Products and Derivative Products to third party contractors, agents and consultants provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices. Licensee may distribute Derivative Products in digital format without restrictions to other third parties who have signed agreements with DMP for Licensed Products from which such Derivative Products were created. Licensee may distribute Derivative Products to other third parties without signed agreements with DMP only by signing a separate contributor agreement with DMP in which Licensee becomes a Contributor as defined herein. Page 3 Sublicense Agreement No. 0207101 4. DELIVERY 4.1 Delivery Formats. DMP shall make one delivery of the Licensed Products to Licensee in a standard format compatible with Licensee's choice of either Intergraph, ESRI or AutoDesk GIS platform as of the Effective Date. During the term of this Agreement, should Licensee require the Licensed Products compatible with an additional GIS platform supported by DMP, DMP shall deliver such Licensed Products in the requested format within 30 days of written request therefor for a mutually agreed upon service charge. Licensed Products shall be delivered on mutually acceptable media compatible with Licensee's computer system. If Licensee has special delivery and/or format requirements, a predetermined mutually agreed upon service charge will be included in the price of the initial delivery and all subsequent deliveries to which the special requirements apply. DMP shall deliver and install the Licensed Products within thirty (30) days of DMP's receipt of this signed Sublicense Agreement. 4.2 Delivery Responsibilities. DMP shall be responsible for the delivery of all Licensed Products. Licensee shall be responsible for installation of Licensed Products.: and maintenance updates, or new Licensed Products. For invoicing purposes installations shall be considered to be complete fourteen (14) days from date of delivery. 5. SUPPORT 5.1 Regular Support. For the term of this Agreement DMP will provide telephone support for Licensed Products at the prevailing DMP technical consulting rates. Such support will be provided by technical staff as resources are available. 5.2 On-Call Support. Licencee may elect for On-call customer support and be provided with priority telephone access and an E-Mail address to communicate support issues to DMP for an annual fee. Normal hours of operation for On-Call Support are 8:00 a.m. to 5:30 p.m. A technical consultant will respond to all telephone requests submitted within four business hours and to all emergency requests within two business hours. A technical consultant will provide up to 16 hours per year of technical consulting resources required to address any specific issues as directed by Licensee. Any additional resources requested by Licensee will be made available at the prevailing DMP technical consulting rates. Licensee will appoint one contact person for addressing support issues to DMP. 6. MAINTENANCE AND MODIFICATIONS. 6.1 Maintenance Update Schedule. Licensee shall receive Database updates to the Licensed Products according to the schedules identified in Exhibit C, Product Update Schedule. Page 4 it 0 Sublicense Agreement No. 101 6.2 Responsibility for Maintenance Updates. DMP assumes responsibility for providing updates outlined in Exhibit A, to Licensee based upon the update schedule specified in Exhibit C. As part of its responsibility, DMP shall ensure that the updates provided are delivered within a reasonable level of accuracy and completeness. 6.3 Modifications to the Licensed Product. Licensee shall be entitled to modifications to the Licensed Products as part of the normal update process. Licensee may, from time to time, at no cost to Licensee, request that DMP incorporate certain features, enhancements or modifications into the Licensed Product. DMP may, in its sole and absolute discretion, undertake to incorporate such changes and distribute the Licensed Products, as modified, to all or any of DMP's licensees. Unless otherwise specified by DMP, such modifications and material automatically shall be deemed included within the definition of the term "Licensed Products" and subject to the terms and conditions of this Agreement and shall be the sole property of DMP. DMP shall be under no obligation to make modifications that may be required for Licensee-specific needs. DMP and Licensee reserve the right to separately negotiate terms and conditions for joint projects to upgrade the Licensed Products ("Upgrade Projects") that the parties may enter into in writing, in order to create and market new data products and services. 6.4 Errors in the Licensed Product. Licensee may identify errors in the Licensed Product to DMP, but Licensee shall not be responsible for correcting such errors. Any errors detected by Licensee and identified to DMP in writing shall be forwarded to Owners. Owners shall investigate all errors and may at their sole discretion decide to fix such errors in which case such corrections shall be included in the next scheduled update of the Licensed Product to Licensee. DMP shall provide written feedback to Licensee with respect to the disposition of all errors communicated to DMP in writing. 7. LICENSE FEES, PAYMENT AND ACCEPTANCE. 7.1 License Fees and Payments. In consideration of the license rights granted in Section 3 above, Licensee shall pay license fees for the Licensed Products and Other Products/Services as set forth in Exhibit A and Exhibit B, plus all applicable taxes. All applicable fees shall be invoiced annually at the beginning of each contract year. Licensee shall be invoiced in-full upon delivery and Licensee will pay the invoiced amount to DMP in-full within thirty (30) days from date of invoice. 7.2 Other Products/Services. Other Products/Services included with Licensed Products and corresponding fees have been itemized in Exhibit B, Other Products/Services. 7.3 Renewal Fees. In the event this Agreement is renewed at the end of the term, as provided for in Section 11, the Licensed Product License Fee for the renewed term shall be mutually agreed upon by both parties. Page 5 Sublicense Agreement No. 07101 • 8. PROTECTION OF LICENSED PRODUCT. 8.1 Proprietary Notices. Owners claim and reserve all ownership and rights afforded at law and in equity in all data, compilations, and materials that constitute the Licensed Products, including, but not limited to, all rights under federal copyright law. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality, or other proprietary notice, mark, or legend appearing on the Licensed Product or on the Visual Output, including, but not limited to, any such notices displayed to the user during the operation of the Licensed Products and any such notices in the Documentation, and agrees to use its best efforts to reproduce and include the same on any copy of the Licensed Product or any portion thereof distributed to Licensee's consultants, agents and contractors. Map printouts and plots shall bear the following notice: Copyright 2002, All Rights Reserved The information contained herein is the proprietary property of the following owners supplied under license and may not-bei6eproduced except as licensed by Digital Map Products Licensee shall use the same reasonable effort to include the above notice on all Visual Output and shall at all times exert no lesser effort than that Licensee uses to protect Licensee's own intellectual property. Licensee further agrees to use its best and reasonable efforts to require all contractors, consultants and agents using the Licensed Products, as provided in Section 3, to include the above notice on all Visual Output. 8.2 Ownership. Licensee further acknowledges that the Licensed Products in any form provided by DMP and any copies thereof, including, without limitation, all portions of the Derivative Products that are copied from or based on the Licensed Products, are the sole property of Owners. Except for the rights expressly granted to Licensee herein, Licensee shall not have any right, title, or interest in or to such portions of the Derivative Products or to the Database or Documentation or any copies of any of the foregoing except as expressly provided in this Agreement, and further shall secure and protect the Database consistent the terms of this Agreement. DMP and Owners make no claim of ownership or copyright in or to any original data contributed by Licensee to the Licensed Products or Derivative Products. All copyrights associated with the Licensed Product and relevant Contributed Databases and all other rights thereto not specifically granted to the Licensee in this Agreement are reserved by DMP. Nothing contained in this Agreement shall be construed as conferring any license or right with respect to any trademark, trade name, brand name, or the corporate name of DMP or Owners. 8.3 Licensee's Ownership. DMP acknowledges that the Peripheral Products in any form, and any copies thereof, including, without limitation, any portion thereof which may have been given to DMP, are the sole property of Licensee. DMP shall not have any right, title, or interest in or to said Peripheral Products or the Peripheral Products data or documentation or any copies of the foregoing except as expressly Page 6 Sublicense Agreement No. 0207101 is provided in this Agreement. DMP shall secure and protect Peripheral Products consistent with the terms of this Agreement. All copyrights associated with Peripheral Products, and all other rights thereto not specifically granted to DMP in this Agreement are reserved by Licensee. Nothing contained in this Agreement shall be construed as conferring any license or right upon DMP or Owners with respect to any Licensee logo, seal, product name, or the corporate name of Licensee. 9. CONFIDENTIALITY AND INJUNCTIVE RELIEF. 9.1 Acknowledgment. Licensee hereby acknowledges and agrees that the Licensed Products are valuable and proprietary, embodying substantial creative efforts, trade secrets, and confidential information, ideas, and expressions of Owners or DMP. Accordingly, Licensee agrees to treat the Licensed Products as confidential information in accordance with the confidentiality requirements and conditions set forth below. 9.2 Acknowledgment. DMP hereby acknowledges and agrees that the Derivative Products and/or Peripheral Products are valuable proprietary produnts, embodying substantial creative efforts, trade secrets, and confidential information, ideas and expressions of Licensee. Accordingly, DMP agrees to treat (and take precautions to ensure that its employees treat) the Derivative and/or Peripheral Products as confidential information of the Licensee in accordance with the confidentiality requirements set forth below. 9.3 Iniunctive Relief. Licensee acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Licensed Products, Documentation, Derivative Products or copies thereof will (i) substantially diminish the value to Owners of the trade secrets, copyrights, and other proprietary interests that are the subject of this Agreement; (ii) render DMP's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause irreparable injury. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Licensed Products, Documentation, or Derivative Products, DMP shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. 9.4 Iniunctive Relief. DMP acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Peripheral Products and/or Derivative Products or copies thereof will (i) substantially diminish the value to Licensee of the Peripheral Products and/or Derivative Products; (ii) render Licensee's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause immediate irreparable injury. If DMP breaches any of its obligations with respect to the use or confidentiality of the Peripheral Products and/or Derivative Products, Licensee shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. Page 7 . • • Sublicense Agreement No. 0207101 9.5 Maintenance of Confidential Information. Each party agrees to keep confidential all confidential information disclosed to it by other party in accordance herewith, and to protect the confidentiality thereof, in the same manner in which it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have such obligation with respect to the use or disclosure to others of any confidential information that can be established to have: (a) been known publicly; (b) been known generally in the industry before communication by the disclosing party; (c) become known publicly, without fault on the part of the receiving party, subsequent to disclosure by the disclosing party; (d) been known otherwise by the receiving party before communication by the disclosing party; (e) been received by the receiving party without any obligation of confidentiality from a source (other than DMP) lawfully having possession of such information or, (f) which is required to be disclosed pursuant to any local, state or federal law or regulation. Upon (presentation of just cause and) ten (10) days' written notice to Licensee, DMP shall have the right to inspect and audit Licensee's procedures and to examine Licensee's computer systeirns in order to determine whether such procedutes and computer systems comply with the requirements set forth in this Agreement. 10. WARRANTY. 10.1 Limited Warranty. DMP represents and warrants to Licensee that the Licensed Product will perform in all material respects. DMP further represents and warrants that it has the right to enter into this Agreement and to grant Licensee the rights granted hereunder. Should DMP be in breach of its representation and warranty under this Section 10.1, DMP's entire liability and Licensee's exclusive remedy under this Agreement shall be, at DMP's option, which option shall be exercised, within thirty (30) business days from the date of Licensee's notice of breach, either (i) return the Licensed Product(s) in exchange for the full refund of all of the fees paid for such Licensed Product, or (ii) repair or replace the Licensed Product upon its return to DMP provided, however, that DMP receives written notice from Licensee of a breach of warranty. Any replacement Licensed Product will be warranted for the remainder of this Agreement. 10.2 Infringement. (a) If any action or proceeding brought against Licensee is based on a claim of infringement arising out of Licensee's use of all or any portion of a Contributed Database included in the Licensed Products, and if Licensee notifies DMP within thirty (30) days after the receipt of knowledge of any such action or proceeding, DMP shall, at its own expense, do the following to assure continuation of the use of the Licensed Products and Documentation: (i) procure for Licensee the right to continue to use any part of the Licensed Product and Documentation affected by such action or proceeding; or (ii) replace or modify, with Licensee's approval, any Licensed Products and Documentation determined to be infringing such that the infringement is removed; or (iii) failing (i) or (ii) above reimburse Licensee for the pro rata portion of the Licensed Page 8 0 0 Sublicense Agreement No. 0207101 Products license fee paid to DMP by Licensee, if any, for any period in which Licensee is unable to use the Licensed Product as a result of such action or proceeding. Licensee shall exert its best efforts to cooperate with DMP in DMP's defense of such actions and proceedings. DMP shall give Licensee prompt written notice of any potential infringement problems of which it becomes aware. (b) Notwithstanding anything to the contrary contained herein, DMP and Owners shall have no warranty, liability or obligation with respect to Peripheral Products or to any modifications of the Database by Licensee if, absent the incorporation of the Licensed Products or modifications made by Licensee, the claim of infringement would not have occurred. Further, if any claim, suit or demand is asserted by a third party that, as a result of modifications by the Licensee, the Licensed Products as so modified infringes on intellectual property right of the third party or that Peripheral Products infringe on intellectual property right of the third party, Licensee shall defend, indemnify and hold harmless DMP with respect to any and all losses, necessary and reasonable costs, liabilities or damages resulting from or in conjunction with such claim s. (including reasonable and necessary attorneys' fees) and any judgment that may be awarded against DMP to the extent based upon such Licensee made modification or Peripheral Product. 10.3 Disclaimer of Warranties. THE WARRANTIES STATED IN SECTION 10.1 ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY DMP. THERE ARE NO OTHER WARRANTIES RESPECTING THE LICENSED PRODUCT, DOCUMENTATION, OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, EVEN IF DMP HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF DMP IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN. 10.4 Limitation of Liability (a) Except as otherwise expressly set forth in this Agreement, neither DMP, Owners nor Licensee shall be liable to any of the others for any special, indirect, incidental or consequential damages resulting from a breach of this Agreement including, but not limited to, loss of use of or under-utilization of labor or facilities, loss of revenue or anticipated profits, or claims of customers, resulting from performance or nonperformance of the obligations under this Agreement. (b) Except for claims of infringement or unauthorized disclosure of the other party's proprietary or confidential information, any provision herein to the contrary notwithstanding, the maximum liability of DMP to any person, firm, or corporation whatsoever arising out of or in connection with any license, use, or other employment of the Database delivered to Licensee hereunder, when such liability arises from any claim based on breach or repudiation of contract or warranty, shall in no case exceed the actual Licensed Product License Fee paid to DMP by Licensee for the Page 9 0 0 Sublicense Agreement No. 0207101 Licensed Product, the license, use, or other employment of which gives rise to the liability. 11. TERM OF AGREEMENT. This Agreement shall be effective on the Effective Date and shall continue in effect for five years, unless terminated in accordance with the terms and conditions of Section 12. 12, DEFAULT AND TERMINATION. 12.1 Events of Default. This Agreement may be terminated by the non- defaulting party if any of the following events of default occur: (a) a party materially fails to perform or comply with this Agreement or any provision hereof; (b) a party fails to strictly comply with the provisions of Section 8 (Protection) or of Section 9 (Confidentiality and Injunctive Relief) or makes an assignment in violation of Section 16 (Non-assignability); (c) any transfer, sale, merger, or -a(qt isition of more than fifty percent (50%) of the issued and outstanding shares or assets of either party; (d) a party ceases doing business, becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (e) a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party; (f) such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days. 12.2 Effective Date of Termination. Termination under subparagraphs 12.1(b), (c), (d), (e), or (f) above shall be effective on notice. Termination under subparagraph 12.1 (a) shall be effective thirty (30) days after notice of termination to the defaulting party if the defaults have not been cured within such thirty-day (30-day) period. 12.3 Option for Early Termination. Licensee shall have the one-time option at its sole discretion to terminate this agreement without cause effective at the end of the first year. This option must be exercised by sending a written notice to be received by DMP at least 90 days prior to the first anniversary of this Agreement. Should Licensee not elect to exercise this option, the contract shall continue for the full five-year term. 12.4 Obligations on Expiration or Termination. Upon expiration or termination of this Agreement, Licensee shall cease and desist all use of the Licensed Products, and Licensee shall promptly deliver to DMP at termination all full, or partial, copies of the Licensed Products and Documentation in Licensee's possession or under its control. Expiration or termination shall not prohibit Licensee from continued use of Peripheral Products in perpetuity under the terms specified herein and continued use of Derivative Products in perpetuity under the terms specified herein provided that such use does not include any manner of attempt to recreate any form of the Licensed Products from such Derivative Products and Licensee continues to protect such Derivative Products in perpetuity as outlined in this Agreement. Licensee Page 10 Sublicense Agreement No. 0207101 acknowledges that its failure to comply with the obligations of this Section will constitute unauthorized use of the Licensed Products, entitling DMP to equitable relief as specified herein. 13. INDEPENDENT CONTRACTOR STATUS DMP agrees that DMP is an independent contractor and not an employee of the Licensee and all of DMP's personnel shall be employees or subcontractors of DMP and not employees of the Licensee. DMP shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 14. INSURANCE REQUIREMENTS DMP shall obtain, at its sole cost and file with licensee prior to exercising any right or performing any obligation pursuant to this Agreement, and maintain for the period in which annually licensed products are in effect, a policy or policiesi,ofi liability insurance or a certificate of such insurance, satisfactory to Licensee, naming Licensee, its officers and employees as additional insured, which insurance coverage shall not be less than that provided in the form of a comprehensive liability insurance policy against injuries to persons or property resulting from or arising out of negligent operations of DMP, its officers or employees. Said policy or policies of insurance shall provide coverage for both general liability and automobile liability in not less than the following minimum amounts: One Million Dollars ($1,000,000.00) combined single limit for automobile liability, including bodily injury and property damage; One Million Dollars ($1,000,000) general aggregate for general liability. Said policy or policies shall also contain a provision that no termination, cancellation or change of coverage of insured or additional insured shall be effective until after thirty (30) days notice thereof has been given in writing to Licensee. DMP shall give to Licensee prompt and timely notice of claims made or suit instituted arising out of Digital Map Product's operations hereunder. DMP shall procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance, which in its own judgment, may be necessary for its own for its proper protection in the performance of the work. 15. NOTICES. All notices, authorizations, and requests in connection with this Agreement shall be deemed given (a) five days after being deposited in the mail, postage prepaid, certified, or registered, return receipt requested; or (b) one day after being sent by overnight courier, charge prepaid; and addressed as first set forth above or to such other address as the party to receive the notice or request so designates by written notice to the other, addressed as follows: Page 11 • • Sublicense Agreement No. 0207101 If to Digital Map Products: If to Licensee: Digital Map Products City of San Juan Capistrano 3187 Redhill Avenue, Suite 220 32400 Paseo Adelanto Costa Mesa, California 92626 San Juan Capistrano, CA 92675 Attn: Contracts Attn: Ziad Mazboudi Phone: (714) 432-7637 Phone: (949) 234-4413 16. NON-ASSIGNABILITY Neither party may assign or transfer this Agreement or all or any part of its rights hereunder, by operation of law or otherwise, without the prior written consent of the other party. Any unauthorized assignment or transfer shall be null and void and shall constitute grounds for immediate termination of this Agreement under Section 12 above. This Agreement shall inure to the benefit of and be binding upon any permitted successor or assign. 17. GOVERNING LAW The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California, without regard to the conflicts of laws principals thereof. 18. SEVERABILITY If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. 19. MISCELLANEOUS. 19.1 Entire Understanding. This Agreement and the exhibits signed or initialed by Licensee attached hereto contain the entire understanding and agreement between the parties respecting the subject matter hereof and all prior quotations, invoices, negotiations, understandings, representations, and agreements of the parties, whether oral or written, are superseded in their entirety. 19.2 Modifications to Agreement. This Agreement may not be supplemented, modified, amended, released, or discharged except by an instrument in writing signed by each party's duly authorized representative. 19.3 Headings Not Controlling. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Page 12 Sublicense Agreement No. 02P71 01 • 19.3 Headings Not Controllinq. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 19.4 Consent to Breach Not Waiver. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the sante or a different kind. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute and deliver this Agreement as of the date first set forth above. CITY OF SAN JUAN CAPISTRANO DIGITAL MAP PRODUCTS Qom/x/at�/ DIANE BATHGAOFIE JA SKURZYNSKI Mayor t ATTEST: / �� X I 11) (2 . V M rg ret R. Monahan, City Clerk APPROV D AS TO FORM: —lr-:;� John R. Slkaw, City Attorney Page 13 Exhibit A Schedule of Licensed Products Licensed Product Description Contributed Database Owner Right of Ways and Parcels Orange County/The Gas Company (Licensee already holds perpetual license) Property Records Tabular Data First American Real Estate Solutions Raster Tax Maps First American Real Estate Solutions Thomas Bros. Maps Digital Database Thomas Bros. Maps Geographic Boundaries of Licensed Products All Licensed Products for a total parcel count of 11,672 as previously delivered to the City. Maintenance Fee Schedule for all Perpetual Licensed Products Right of Ways and Parcels $ 2,334.40 ** Annual License Fee Schedule for all Annual Licensed Products and Services Property Attribute Records & Raster Tax Maps $ 3,968.48 Thomas Bros. Maps $ 3,000.00 1/2 meter color imagery $ not included Hazard database $ not included * All fees are exclusive of local sales tax, which will be itemized at time of invoice ** First year of parcel maintenance paid under separate agreement Exhibit B Other Products/Services Other Products/Services Annual CityGIS Subscription Fee $ 20,000.00 Annual Packaging, Setup, Delivery & Product Support n/c Annual translation of parcel data to ArcView n/c Annual GIS Program Management not included * All fees are exclusive of local sales tax, which will be itemized at time of invoice Exhibit C Product Update Schedule Licensed Product/Service Description Update Schedule Right of Ways and Parcels Annual Property Records Tabular Data Monthly Raster Tax Maps Annual Thomas Bros. Maps Digital Database Annual 1/2-Meter Color Digital Orthophotography not included Hazard Database not included Exhibit D Fee Summary uy July July July July 2002 2003 2004 2005 2006 Basic Subscription Fee -Add Property Information Module -Add Code Enforcement Module -Add Flood Module -Add CommunityView -Add Planning Module -Add Water Module Total Unlimited User Subscription Fees S 20,000.00 $ 20,000.00 $ 20,000.00 $ 20,000.00 $ 20,000.00 Data License Fees -Maintain County Parcels(11,672 unique APN's'$.20 each) $ - $ 2,334.40 $ 2,334.40 $ 2,334.40 $ 2,334.40 -Property/Owner Attributes 8 Tax Maps(11,672 APN's) $ 3,968.48 $ 3,968.48 $ 3,968.48 $ 3,968.48 $ 3,968.48 -Thomas Bros.Maps Database $ 3,000.00 $ 3,000.00 $ 3,000.00 $ 3,000.00 $ 3,000.00 Total Data License Fear S 8,968.48 $ 9,J0288 S 9302.88 S 9302.88 $ 9302.88 TOTALSUBSCRIPTION+LICENSE FEES $ 26,968.48 $ 29,302.88 E 29,302.88 $ 29,302.88 $ 29,302.88 Exhibit E Digital Map Products LLC CityGIS Subscription Agreement THIS SUBSCRIPTION and DATA LICENSE AGREEMENT ("Agreement") is entered into and effective as of this 1st day of July, 2002, (the "Effective Date") by and between Digital Map Products LLC, a California limited liability company ("DMP"), and City of San Juan Capistrano("CUSTOMER"). RECITALS 1.12. "Internet Map" is a limited compilation of Data. A. DMP is the operator of web sites providing 1.13. "License" is the grant of certain limited geographical information systems(GIS). DMP desires to provide rights to use and maintain the Data. subscription to such web sites for use upon the terms and 1.14. "Licensed Data" are those data that are conditions of this Agreement. being licensed to the Licensee hereunder including,but not limited B. DMP is an owner of data and an authorized to,"Data"as defined in 1.7 above., and"Derivative Products" as Sublicensor of data owned by third parties. DMP desires to defined in 1.9 above. provide license to such data for use upon the terms and conditions 1.15. "Licensed Data Provider" is a party that of this Agreement owns Licensed Data. Licensed Data may be owned by DMP or a C. CUSTOMER desires and is willing to accept a third party. limited subscription to use such web sites as selected by 1.16. "Output" is an electronically displayed CUSTOMER for certain purposes upon the terms and conditions and/or printed adaptation of the Licensed Data and/or the Internet of this Agreement. As part of this Agreement,CUSTOMER also Map obtained through Subscription. accepts a limited license to use data for certain purposes upon the 1.17. (a) "Purpose of Subscription" is the non- terms and conditions of this Agreement. commercial access and use of the Internet Map and Modules for NOW,THEREFORE,it is agreed as follows: Customer's internal business purposes by an Authorized User, subject to the terms of this Agreement. (b) "Purpose of Data 1. DEFINITIONS License" is the non-commercial access and use of the Licensed For purposes of this Agreement, the following terms Data within and incidental to the Subscription,subject to the terms shall mean: of the Agreement. Specifically excluded from either Purpose is I.I. "Addendum" is a document which amends use of the Licensed Data in any manner or form that competes this Agreement and which shall,upon signature of both parties,be with or interferes with the products,goods,or services of DMP. incorporated into this Agreement. 1.18. "Site" is the collection of Modules and 1.2. "Application Module" or "Module" is any Licensed Data accessed through any of DMP's websites online product offered by DMP to Customer by subscription, including, but not limited to, DigitalMapCentral.com, either now or in the future. digmap.com,and CityGis.com. 1.3. "Attachment(s)" is any document(s) which 1.19. "Subscription" is authorized access and use provides further details to this Agreement and which shall, upon of the Site to view the Internet Map,and/or such other Modules as signature of both parties,be incorporated into this Agreement. Customer selects as set forth in the Fee Attachment. 1.4. "Authorized User" is an employee or agent of the Customer that has been authorized to utilize the 2. GRANT OF NON-EXCLUSIVE SUBSCRIPTION Subscription and Licensed Data in accordance with this 2.1. Subject to the terms and conditions in this Agreement and has been issued a user name and a password. Agreement, DMP hereby grants to Customer a limited, non- 1.5. "Content" is all materials on the Site, exclusive,non-transferable,and non-assignable Subscription to the including images, illustrations,designs, icons,photographs,video Site for the "Purpose of Subscription"as defined in Section 1.17 clips,and written and other materials that are part of the Site. (a). 1.6. "Customer Provided Data"shall mean data 2.2. Any use of the Subscription for an unlawful provided by Customer and installed on the Site for use by purpose, or for the operation of a service bureau or any use Customer as described in Section 7.6. involving the processing of data of other persons or entities, or in 1.7. "Data" is data from which Internet Map is ways that disrupt, interfere, or restrict the proper working of the derived. Site is not pernitted and will immediately terminate the 1.8. "Data Provider" is a party that provides Subscription and all Licenses granted under this Agreement. Data to be accessible via the DMP web sites. Data may be 2.3. Customer shall not copy, and hereby agrees provided by DMP or a third party, not to copy or monitor the Content or Data by using any robot, 1.9. "Derivative Products" are all works created spider,other automatic device,or manually process the Content or by Customer pursuant to the Data License granted hereunder Data maintained on the DMP server. which incorporate all or part of the Licensed Data. 2.4. Customer shall not distribute the LIQ "Extent" shall mean the mapped area for Subscription provided hereunder to any party except an which this Agreement applies. Authorized User under this Agreement. 1.I1, "Fee Attachment" is the Attachment that 2.5. DMP reserves all rights to reproduce, describes the Customer's selection of Modules to be covered by distribute,display,and prepare derivative works of the Site and the this Agreement, fees applicable to each Module, and the term of Internet Map. this Agreement as it applies to each Module. DMP Subscription/Data License Agreement -1- Version 4.26.01 3. GRANT AND ACCEPTANCE OF NON- to others or use the same for Customer's own purposes outside of EXCLUSIVE LICENSE scope of this Agreement, during the term of this Agreement or 3.1. Subject to the terms and conditions of this thereafter. Agreement, DMP hereby grants to Customer and Customer 4.7. Customer hereby represents and warrants accepts a limited, non-exclusive, non-transferable and non- that the Modules shall be protected from public disclosure and assignable License to use the Licensed Data for the Purpose considered exempt from any statute, law regulation, or code, defined in Section 1.17(b). including any Sunshine Act, Public Records Act, Freedom of 3.2. Customer may produce and distribute Information Act, or equivalent, which permits access and/or Output in a manner consistent with the Purpose of Data License as reproduction or use of the Modules. In the event of breach of any defined in Section 1.17(b). part of this paragraph by such disclosure,this Agreement shall be 3.3. Any use of the License for an unlawful considered breached and any and all right to retain any copies or purpose,or for the operation of a service bureau or any other use use of the Modules shall be terminated and considered involving the processing of data of other persons or entities, will immediately null and void. Any copies of the Modules held by immediately terminate the License under this Agreement,and shall Customer shall be immediately returned to DMP. If any court of constitute grounds for termination of the entire Agreement by competent jurisdiction considers this clause void and DMP pursuant to Paragraph 10. unenforceable,in whole or in part,for any reason,this Agreement 3.4. Customer shall not copy,and hereby agrees shall be considered terminated and null and void, in its entirety, not to copy or monitor,the Licensed Data by using any automatic and any and all copies of the Modules shall be immediately device or manual process except for internal data backup. returned to DMP. 3.5. DMP reserves the right to license, 4.8. Except for Customer Provided Data,title to, reproduce,distribute,display,and prepare derivative works of the ownership of,and all rights and interest in,the Site or any portion Licensed Data, thereof, Internet Map, Content Licensed Data and all copies thereof,shall remain at all times vested in DMP. This Agreement 4. INTELLECTUAL PROPERTY OWNERSHIP is not a sale of the Site or any portion thereof, Internet Map, 4.1. Except for Customer Provided Data, all Content, or Licensed Data, or of any copy, or of the copyright Content, Licensed Data, Modules, and Internet Map that are part thereof. Customer acknowledges and agrees that title to all of the Site are owned or licensed by DMP. Except for Customer copyright, trade secrets, trade and any other intellectual and Provided Data, no right, title or interest in the Content, Data, proprietary rights in the such are the property of DMP, and Licensed Data, Modules, or Internet Map is transferred to the Customer agrees that during and after termination of this Customer via this Agreement. Customer may not download,print, Agreement, Customer shall not raise or cause to be raised any copy, reproduce, publish, transmit, distribute, display, modify, questions concerning or objections to the validity of the create derivative works from, sell or participate in any sale of, or intellectual property rights in the software or any of the rights held exploit any of the Content, the Data, Modules, the Internet Map, by DMP therein. Customer further acknowledges and agrees that, the Site, or any portion thereof, or any related materials in any except for the non-exclusive Subscription and the non-exclusive ways inconsistent with this Agreement. License granted hereunder, Customer shall acquire no right,title, 4.2.. Use, duplication, reproduction, release, or interest in the Licensed Data, the Content, the Site or the modification, disclosure or transfer of any Module(s) and Intemet Map. accompanying documentation is restricted in accordance with 4.9. Customer shall comply fully with all export FAR 12.212 and DFARS 227.7202. Certain data is provided laws and regulations of the United States to assure that the pursuant to a license agreement with third parties. ALL RIGHTS Modules,or any direct products thereof,are not exported,directly RESERVED UNDER THE COPYRIGHT LAWS OF THE or indirectly,in violation of United States law. UNITED STATES. PROPRIETARY PRODUCTS.For purpose of 4.10. Customer acknowledges and agrees that any public disclosure provision under any federal, state or local DMP's Data Providers are third-party beneficiaries of DMP's law, it is agreed that the Modules are a trade secret and a rights under this Agreement,but that such Data Providers are not proprietary commercial product and not subject to disclosure. parties to the Agreement and have no obligation to Customer 4.3. The Content and the Site as a whole contain hereunder. DMP intellectual property ("IP"), including but not limited to copyrights;trademarks and service marks such as,but not limited 5. PAYMENT to, "DigitalMapCentral", "digmap", and "CityGIS"; trade dress; 5.1. In consideration for the Subscription and the trade secrets; patents; and other IP. DMP shall be the sole and non-exclusive License granted hereunder, Customer will pay to exclusive owner of all such proprietary and IP rights. DMP applicable fees as outlined in the Fee Attachment. 4.4. Any enhancements and/or any 5.2. Customer's access to the Site,or any portion improvements to the Site, Internet Map, including all applicable thereof, is contingent upon Customer's timely payment of rights to patents, copyrights,trademarks, and trade secrets therein applicable Fees as provided for in the Fee Attachment are proprietary to DMP and DMP reserves exclusive rights to 5.3. Customer shall be responsible for any and reproduce,distribute,display,and prepare derivative works of the all taxes levied on any products and/or services provided under Site and the Internet Map. this Agreement. 4.5. Customer shall not obscure, obliterate or 5.4. Customer agrees to pay for all amounts due remove the patent, copyright, trade secret, trademark, or other under this Agreement within thirty (30) days after the date of proprietary protection legends or notices that appear on or in the invoice. Customer shall have fifteen (15) days after the invoice Site or Output. date to contest in good faith any amounts and items charged. 4.6. Customer hereby acknowledges and agrees 5.5. Past due amounts will bear interest of one to hold in trust and preserve as confidential all information and one-half percent(1 '/,%) per month from the due date or the disclosed by DMP or obtained by the Customer relating to or highest rate permitted by law if less. Additionally,DMP reserves pertaining to DMP's business, projects, products, customers, the right to suspend access and use,of the Site and to terminate any trades secrets, confidential information, and any unpublished license granted hereunder if any past due amounts remain on the know-how,and to all of Customer's activities with or on behalf of Customer's account for more than 30 days after the date of DMP and not to publish or disclose any part of such information invoice. DMP Subscription/Data License Agreement -2- Version 4.26.01 5.6. All payments made hereunder are nonrefundable except as specifically provided otherwise in this 9. WARRANTY DISCLAIMER AND LIMITATION Agreement. OF LIABILITY 9.1. CUSTOMER ACKNOWLEDGES AND AGREES THAT AS AN INDUCEMENT TO DMP TO ENTER 6. DELIVERY INTO THIS AGREEMENT, CUSTOMER EXPRESSLY 6.1. DMP shall provide Customer with access to AGREES,TO THE FULL EXTENT PERMITTED BY LAW,TO the Site in accordance with the terms of the Fee Attachment and ACCEPT THE SUBSCRIPTION AND DATA LICENSE"AS IS" 5.2 above. AND TO DISCLAIM ALL WARRANTIES OF ANY KIND, 6.2. DMP shall have no obligation to provide EITHER EXPRESSED OR IMPLIED OR INFERABLE FROM Customer with any maintenance, updates, enhancements or THE COURSE OF DEALING OR CUSTOM OF THE TRADE modifications to the Site or to the Licensed Data unless otherwise INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES agreed to by the parties in writing. OTHERWISE ARISING FROM CONTRACT OR TORT, OR 6.3. DMP shall provide accessibility to the Site IMPOSED BY STATUTE OR IMPLIED BY LAW AS TO and Licensed Data via the Microsoft Internet Explorer and MERCHANTABILITY AND FITNESS FOR ANY Netscape Navigator versions 4,0 or later and the Customer shall be PARTICULAR PURPOSE, CUSTOMER AGREES THAT solely responsible for obtaining, installing and maintaining the CUSTOMER HAS THE ENTIRE RISK AS TO QUALITY AND appropriate equipment as well as a compatible browser to access ACKNOWLEDGES AND AGREES THAT ANY OF DMP'S the Site. ADVERTISEMENTS, SALES OR MARKETING MATERIALS PRESENT ONLY SUMMARY DESCRIPTIONS OF THE 7. SUPPORT SUBSCRIPTION AND DATA LICENSE, AND ANY 7.1. DMP will provide access to the Site for no INFORMATION CONTAINED THEREIN DOES NOT IMPOSE less than 95% of the cumulative time between the boors of ANY WARRANTY OR OTHER OBLIGATION UPON DMP. S:OOAM and TOOPM PST of all business days each calendar year. DMP DOES NOT EXPRESSLY OR IMPLIEDLY WARRANT 7.2. The foregoing standard shall not apply to THE CORRECTNESS OR VALIDITY OF ANY OUTPUT any cause beyond the control of DMP. INFORMATION OR DATA PROVIDED BY USE OF THE 7.3. DMP shall respond between 7:OOAM and SUBSCRIPTION. AND LICENSED DATA. CUSTOMER 7:OOPM PST during regular business days either by fax or email to EXPRESSLY ACKNOWLEDGES THAT CUSTOMER IS assist Customers with problem resolution related to the SOLELY RESPONSIBLE FOR CHECKING THAT ANY Subscription. RESULTS PRODUCED BY IT USING THE SUBSCRIPTION 7.4. DMP shall provide Customer with such of AND LICENSED DATA ARE FREE FROM ERROR AND the following supplemental support services as Customer elects to SUITABLE FOR THE APPLICATIONS FOR WHICH THEY include in this Agreement. Customer understands and agrees that ARE TO BE USED, IN NO EVENT SHALL DMP'S LIABILITY its use of the following supplemental support services shall result FOR DAMAGES FOR ANY BREACH OF THIS AGREEMENT in additional charges for which Customer will be billed as set forth OR ANY WARRANTY IMPOSED BY LAW EXCEED THE on the Fee Attachment: SUBSCRIPTION FEE FOR THE APPLICABLE APPLICATION 7.4.1 General Consulting Services consisting of data MODULE OR LICENSED DATA. installation,program setup,and installation assistance. 9.2. DMP MAKES NO REPRESENTATION, 7.4.2 Specific Consulting Services consisting of WARRANTY OR GUARANTEE AS TO WHETHER THE customization and data conversion. SUBSCRIPTION AND DATA LICENSE OR ANY PORTION 7.4.3 Training. THEREOF WHEN USED BY CUSTOMER WILL INFRINGE 7.4.4 Data Backup Storage Services. ANY U.S. OR FOREIGN PATENTS, COPYRIGHTS OR 7.4.5 Customer Website Hosting. PROPRIETARY RIGHTS OWNED OR CONTROLLED BY 7.5. DMP shall provide Customer with support ANY THIRD PARTY. IN NO EVENT SHALL DMP OR ANY for problem resolution related to the Licensed Data as follows:(a) OF DMP'S DATA PROVIDERS BE LIABLE TO CUSTOMER Customer shall communicate support issues related to Licensed FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR Data to DMP via an e-mail address provided to Customer; (b)a CONSEQUENTIAL DAMAGES EVEN IF DMP HAS BEEN technical consultant will respond to all support requests within ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. four (4) business hours; (c) support related to Licensed Data is available from 8:00 AM to 5:30 PM PST; on the terms of this 10. TERM AND TERMINATION subsection shall not apply to any cause beyond the control of 10.1. This Agreement commences on the DMP. Effective Date. Each Module selected by Customer shall remain 7.6. Support related to Customer-Provided Data, in full force and effect for the period applicable to such Module as if any,is limited to the express terms and conditions set forth in an agreed to by Customer and set forth in the Fee Attachment. applicable Attachment. Unless terminated earlier in accordance with this Article, this Agreement terminates upon the expiration of the term of the 8. UPDATES&ERRORS Module with the latest expiration date. 8.1. DMP may update the Site and/or Internet 10.2. Either party may terminate this Agreement Map and/or Licensed Data as new Content and/or Data become if the other party materially breaches any representation,warranty, available. DMP shall not be responsible for errors or omissions covenant,or obligation contained in this Agreement,provided the that may result from updating the Site,Internet Map,or Licensed non-breaching party has given the breaching party notice of such Data. breach and there has been a failure to cure such breach within 30 8.2. Customer shall identify errors or omissions days after receipt of such notice. A material breach includes,but in the Internet Map and/or Licensed Data to DMP. DMP shall is not limited to, Customer's failure to make payments to DMP notify the Customer of any.known errors or omissions in the when due or DMP's failure to meet the performance standards in Internet Map and/or Licensed Data. DMP shall forward any Section 7. claims of errors or omissions to the third party Data Provider, if applicable_ DMP Subscription/Data License Agreement -3- Version 4.26.01 10.3. Termination shall be effective 30 days after 575 Anton Blvd.,Suite 750 the notice of a breach if the breach is not cured within said 30 Costa Mesa,CA 92626 days. To CUSTOMER: As shown on Sublicense Agreement 10A. Upon termination of this Agreement for any 12.3. Customer shall not have the right or power reason whatsoever, DMP shall have no further obligation to to sell,transfer or assign this Agreement or any rights granted to Customer. Except as otherwise provided herein, Customer's Customer hereunder without DMP's prior written consent. Any obligations under Sections 4 and 5 of this Agreement shall survive such sale, transfer, or assignment without DMP's prior written the termination of this Agreement. consent shall be null and void. DMP shall be entitled to assign or subcontract this Agreement or delegate any obligation hereunder at it. INDEPENDENT CONTRACTORS its discretion at any time. 11.1. The parties hereto hereby agree that in the 12.4. If any provision of this Agreement shall be performance of their respective obligations hereunder, they are, held by a court of competent jurisdiction to be illegal, invalid, or and shall be independent contractors. Nothing in this Agreement unenforceable,the remaining provisions shall remain in full force shall be construed to constitute either party as the agent of the and effect so long as the intent of this Agreement and the rights other party for any purpose whatsoever, and neither party shall and obligation of the parties are not materially changed. bind, or attempt to bind, the other party to any contract or the 12.5. The validity, interpretation, construction performance of any other obligation,or represent to any third party and performance of this Agreement is governed by California law, that it has the right to enter into any binding obligation on the without regard to conflicts of laws principles. Customer and DMP other party's behalf Any such attempt to bind the other party agree that all legal proceedings pursuant to this Agreement shall be shall be null and void. adjudicated in Orange County,California. 12.6. This Agreement expresses the entire 12. GENERAL PROVISIONS agreement between DMP and Customer,and supersedes any prior 12.1. No amendments, modifications or communication, oral or written, relating to the terms of this supplements to this Agreement shall be binding unless in writing Agreement. and signed by the parties. 12.7. Neither the fact that this Agreement or any 12.2. All notices, requests and demands given to portion of this Agreement was negotiated or drafted by any or made upon the parties hereto shall be sent by telex,telecopy or attorney for either party, or that either party consulted with an registered first class mail, return receipt requested and postage attorney prior to executing this Agreement, shall be used for prepaid to the following addresses: purposes of interpreting this Agreement nor shall such facts used to construe this Agreement or any portion of this Agreement in To DMp: Technical Support favor of,or against,any party. Digital Map Products IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the first date written above or, if none,as of the last signature below. DMP Date: By: Title: CUSTOMER Date: By: Title: DMP Subscription/Data License Agreement -4- Version 4.26.01 FEE ATTACHMENT TO CityGIS SUBSCRIPTION AGREEMENT CUSTOMER: City of San Juan Capistrano Notices to be sent according to Section 9 City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California Attn: Ziad Mazboudi (949)234-4413 This Attachment is made by and between Digital Map Products, LLC ("DMP") and CUSTOMER in consideration of their mutual promises and subject to its terms and conditions. This supplements and amends the terms and conditions of the Subscription and Data License Agreement, dated July 1, 2002 ("Agreement')and is incorporated by reference therein, as follows: CUSTOMER agrees to pay a Subscription Fee of$20,000.00 per year for a Subscription applied to the following Extent: Parcels Previously Delivered to City and the following number of Authorized Users: Unlimited City employees and elected officials. CUSTOMER agrees to pay 100% of the Base Subscription Fee for the first year upon execution of the Agreement. CUSTOMER acknowledges and agrees to pay a separate fee(s) (the "Module Subscription Fee")for each Module or Data License which CUSTOMER may select in this Attachment, and CUSTOMER hereby selects the following Modules, and hereby indicates its selection by entering and initialing the Effective Date and Term for each such Module selected by CUSTOMER in the space provided. CUSTOMER agrees to pay the Module Subscription Fee(s)on the following Modules: MODULE/DATA DESCRIPTION EFFECTIVE DATE ANNUAL FEE TERM <<<CUSTOMER is entitled to all modules owned by DMP>>> <<< CUSTOMER has licensed data under separate Sublicense Agreement>>> <<<Subscription Term Commensurate with of Sublicense Agreement>>> Notwithstanding anything to the contrary in the Agreement, in the event of a conflict between the terms and conditions of this Attachment and those contained within the Agreement, the terms and conditions of this Attachment shall prevail. All other terms and conditions remain unchanged and are ratified hereby. THIS ATTACHMENT SHALL NOT BE EFFECTIVE UNTIL EXECUTED BY SUBSCRIBER AND ACCEPTED AND EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF DMP. By execution, signer certifies that signer is By execution, signer certifies that signer is authorized to accept and execute this Agreement authorized to execute this Agreement on behalf on behalf of DMP. Accepted by of Customer. Accepted by Customer and effect- DMP and effective as of July 2, 2002. tive as of 200 Digital Map Products, LLC CUSTOMER By By Title Title Gllenw: b33b UHPI IALMAP' ACORD,M GERTIFIC OF LIABILITY INSU NCE PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION John Burnham Insurance Svcs 21 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License 0099753 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 2415 Campus Drive, Suite 200 RECEIVED Irvine,CA 92612 INSURERS AFFORDING COVERAGE NAIC# INSURED fr s E =Insurance Co. 20281 Digital Map Products IMS AUG IS INs E udson Insurance Company 25054 575 Anton Blvd.,9750 IN URER C: Costa Mesa,CA 92626 CITY CLE WkWh SAN JUAN CAP I N D E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AD POLICY EFFECTIVE POLICY EXPIRATION LTR NBR TYPE OF INSURANCE POLICY NUMBER DATE MM 0 !V1' MM DO LIMITS A GENERAL LIABILITY 35801235 07/26/05 07/26/06 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $1,000,000 CLAIMS MADE 1 OCCUR MED EXP(Any one Person) $10,000 PERSONAL&ADV INJURY $1 000 000 GENERAL AGGREGATE s2,000.000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $1000000 POLICY PRO LOC JECT A AUTOMOBILE LIABILITY 74992471 07/26/05 07/26/06 COMBINED SINGLE LIMIT $1,000,000 ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per Person) X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACGE AUTO ONLY: AGG $ A EXCESS/UMBRELLA LIABILITY 93639107 07/26/05 07/26/06 EACH OCCURRENCE s3,000,000 X OCCUR 7 CLAIMS MADE AGGREGATE s3,000,000 E DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND WC STATU- OTH EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ yes, a under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ B OTHER Professional EMH110446 06/25/05 06/25/06 3,000,000 Each Occ. Claims Made 3,000,000 Gen.Agg. Technolo y,Media &Prof.Liabilit DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS City of San Juan Capistrano, its officers,employees and agents are named as Additional Insureds when required by written contract for the work performed by the named Insured.Form 80-02-2305(Rev.4.01)Attached. CERTIFICATE HOLDER CANCELLATION Tan Day Notice for Non-Payment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of San Juan Capistrano DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL gp_ DAYS WRITTEN Attn: Kassidy Hill NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 32400 Paseo Adelanto IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR San Juan Capistrano, CA 92675 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25(2001/08)1 Of 2 #S31960/M969 KJEAT © ACORD CORPORATIO 988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S(2001/08) 2 of 2 #S31960/M969 OHUBB Liability Insurance Endorsement Policy Period JULY 26,2005 TO JULY 26, 2006 Effective Date JULY 26,2005 Policy Number 3580-12-35 WUC Insured DIGITAL MAP PRODUCTS,LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued JULY 22,2005 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added: Who Is An Insured Owners, Lessees Or Any person or organization designated below is an insured;but they are insureds only with respect Contractors to their liability as owner,lessee or contractor arising out of your ongoing operations performed for that insured, Liability Insurance Additional Insured—Owners,Lessees Or Contractors continued Form 80-02-2305(Rev.4-01) Endorsement Page 1 Who Is An Insured Owners, Lessees Or Designated Owners, Lessees Or Contractors Contractors (continued) City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 All other terms and conditions remain unchanged. Authorized Representative Liability Insurance AdditionalInsured—Owners,Lessees Or Contractors last page Form 80-02-2305(Rev. 4.01) Endorsement Page 2 • , aVAM • 32400 PASEO ADELANTO MEMBERS OF THE CITY COUNCIL SAN JUAN CAPISTRANO,CA 92675 //jSAM (949)4931171 /,( DIANE BEVATO (949)49310$3 FAX jy 10[Oe10AAfE1 DIANE BATMGATE BanlseH �, 1961 WYATT MART w. wwsanjuancapistrano.org 1776 JOE SOTO • • DAVID M.SWERDLIN July 25, 2005 Digital Map Products 575 Anton Blvd. #750 Costa Mesa, CA 92626 RE: Compliance with Insurance Requirements —City GIS Service The following insurance documents are due to expire: ✓ General Liability Certificate 07/26/2005 V (,�c1 ✓ General Liability Endorsement Form naming the City of San Juan Capistrano as additional insured. ✓ Automobile Liability Certificate 07/26/2005 Please submit updated documentation to the City of San Juan Capistrano, attention City Clerk's office, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. If you have any questions, please contact me at (949) 443-6310. Sincerely, M. i Or De O puty City Clerk cc: Kassidy Hill, Administrative Assistant San Juan Capistrano: Preserving the Past to Enhance the Future ^J Printed on r cled paper 32400 PASEO ADELANTO /� 9 � A MEMBERS OF THE CITY COUNCIL SAN JUAN CAPISTRANO,CA 92675 /'1 Iliad (949)493-1171 SAM ALLEVATO (949)493-1053 FAX }1 I IA196111A DIANE BATHGATE fS1ArtIfAFA WYATT HART www.sanjuancapistrano.org V]6 JOE SOTO � DAVID M SWERDLIN June 9, 2005 Digital Map Products 575 Anton Blvd. #750 Costa Mesa, CA 92626 RE: Compliance with Insurance Requirements — City GIS Service The following insurance document is due to expire: Professional Liability Certificate 06/25/2005 GJ`� Please submit updated documentation to the City of San Juan Capistrano, attention City Clerk's office, 32VO Paseo Adelanto, San Juan Capistrano, CA 92675 by the above ex ' tion date. ou have any questions, please contact me at (949) 443-6309. inI Ma ra d inistra a Secretary cc: Dawn M. Schanderl, Administrative Assistant San Juan Capistrano: Preserving the Past to Enhance the Future �A.� Printed on rewGetl never Client#: 6336 DIGITALMAP A�RDT. CERTIFICA OF LIABILITY INSUR&CE 07/21/04°"""" PROD75 7 z THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION John Burnham Insurance Svcs 21 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2415 Campus Drive,Suite 200 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Irvine, CA 92612 949 833-2462 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERAFederal Insurance Co. 20281 Digital Map Products INSURERS'. Lloyds of London 575 Anton Blvd.,#750 INSURER C: Costa Mesa, CA 92626 INSURER D. INSURER E'. COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONfMMIDDrfYI LIMITS A GENERAL LIABILITY 35801235 07126/04 07/26/05 EACH OCCURRENCE $1.000.000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RE NTEDnc, $56666 CLAIMS MADE �OCCUR MED EXP(Any one person) $5,000 PERSONAL S ADV NJURY $1000000 GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGG $1000000 POLICY PRO- LOC ECT A AUTOMOBILE LIABILITY 74992471 07/26/04 07/26/05 COMBINED SINGLE LIMIT $1,000,000 ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per parson) X HIREDAUTOS BODILY INJURY $ X NON-OWNEDAUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTOONLV-EAACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY. AGO $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE S OCCUR 71 CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND WC STATU- OTH- TS I I FR EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE E L EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? E .DISEASE-EA EMPLOYEE $ yes.tla under SPRO SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ B OTHER Professional SQ000180Y 06125104 06125105 1,000,000 each Occ. Claims Made 1,000,000 Gen.Agg. Tech nology,Media 1& Prof.Liability DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS City of San Juan Capistrano, its officers,employees and agents are named as Additional Insureds only with respect to their General Liability. CERTIFICATE HOLDER CANCELLATION Tan nay Notice for Non-Payment of Premium SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of San Juan Capistrano DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30_ DAYS WRITTEN Attn: Maria Guevara NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO$0 SHALL 32400 Paseo Adelanto IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR San Juan Capistrano,CA 92675 REPRESENTATIVES. AUUTWHORIZZEEEDiREPRESENTATIVE ACORD 25(2001108)1 of 2 #M17982 KJE o ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25•S(2001/08) 2 of 2 #M17982 X09/10/2004 11: 13 949-833-01 JOHN BURNHAM PAGE 01/01 Liability Insurance cr�u�a Endorsement poltry period tl II.Y 26. 2004 TO n n Y ?h. 7nna Etiectwe Date JULY 21. 2U(w Policy Number 35SU-12-35 1`11A Insured DICI1 AL ivIAP PRC)DUC1 S. LLC Name of Company FCUERALINSURANCECOMPANY Dalt: Issued RTF.Y 26, 2U04 This Lndurscincm applies to the fullowing furnu Undcr Who IS insured, the fullowing provistun is added. Who Is Insured Owiiet s, LebsuuJ Or Any pcison or Org Yitcattan dosignatcd below itt ail insu Pbd,but only with r!speoi un ihrir hubility Contractors as owner, lessee or contractor arising out or yuur ougomg operauons performed for Urat wsurcd. Ueslgnated Owncr,Lessee Or Contractor City of San Juan Capistrano ALLu: city Clerk/T1at Schanderi 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Ali other terms and condluons remain unchanged Authorized Rapresantative ' 7671 \. post-lti-Fax Mole _ From co. T PMw�y Co IDept ea,* P"", last page Ltabduy Insurance Fa+M .,.,ur Contractors Form 60-022305(Ed 4.5 . .. ,- Page ., 07/23/2004 15: 35 949-833-00 JOHN BURNHAM PAGE 01/01 Jahn Burnham FAX Insurance Services Date: July 23, 2004 Number of Pages Including This Cover: To: From: Maria Guevara Karen Eaton City of San Juan Capistrano Phone: 949 833-2462 Fax Phone: 949 493-1053 Fax Phone: 949 833-0127 RE: Digital Map Products ❑ Urgent For your review Reply ASAP ❑ Please comment Maria: We have not received the policy for the above as yet. We have ordered the Additional Insured endorsement from Federal Insurance, as soon as it comes in we will fax/mail to your attention. Karen CA License 00099753 32400 PASEO ADELANTO � " MEMBERS OF THE CITY COUNCIL SAN JUAN CAPISTRANO,CA 92675 / SAM ALLEVATO (949)493-1171f,.��y IAm RPIROM DIANE L.BATHGATE (949)493-1053 FAX manuem I �96� WYATT HART www,sanjuaneapistrano.org 1776 JOE SOTO • • DAVID M.SWERDLIN June 17, 2004 Digital Map Products 575 Anton Blvd. #750 S Costa Mesa, CA 92626 RE: Compliance with Insurance Requirements — City GIS Service 1\� 01\ The following insurance documents are due to expire: ✓ General Liability Certificate 0712612004 ✓ General Liability Endorsement Form naming the City of San Juan Capistrano as additional insured. ✓ Automobile Liability Certificate 07/2612004 V-Q-1j Please submit updated documentation to the City of San Juan Capistrano, attention City Clerk's office, 324 0 Paseo Adelanto, San Juan Capistrano, CA 92675 by the above expiration dates. ou have any questions, please contact me at (949) 443-6309. Oetary 1` V ra cc: Dawn M. Schanderl, Administrative Assistant VvA San Juan Capistrano: Preserving the Past to Enhance the Future 949-833-0127 JOHN BURNHAM PAGE 01/02 i Y FAX John Burnham 7isurance s6rvlces) Date: September 9,2004 Number of Pages Including This Cover: 2 To: _ _ From: D chanden Karen Eaton City of San Juan Capistrano T Phone: 949 833-2462 Fax Phone: 493-1251 Fax Phone: 949 833-0127 RE: Digital Map Products, LLC ' Urgent 29 For your review Reply ASAP Please comment Dear Dawn Schandert: Enclosed Is the•Additinnat Insured endorsement for the above referenced insured. Thank You! Kdrdn' CA License#0099753 Client#: 63311,,,... QGITALMAP 'ACORDTI� CERTIFICA OF LIABILITY INSU NCE 07112104D n PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION John Bufflham linsurance Svcs 21 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2415 Campus Drive, Suite 200 HOLDER.THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Irvine, CA 92612 949 833.2462 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA. Lloyds of London Digital Map Products INSURER B'. 575 Anton Blvd.,#750 INSURER C' Costa Mesa, CA 92626 INSURER D INSURER E. COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, R NSRE TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE IPOLICY EXPIRATION LIMITS A GENERAL LIABILITY SQ000180Y 06/25104 016125105 EACH OCCURRENCE $1,000,000 COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ X CLAIMS MADE a OCCUR MED EXP(Any one person) $ PERSONAL S ADV INJURY $ Technology,Media &Prof. Liab GENERAL AGGREGATE $1,000,000 GENT AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGG $1000000 POLICY PRO- JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON-0WNED AUTOS (Per accident) yy O Pocci DAMAGEE (Perer acciQbSt) A/� GARAGE LIABILITY AUTO O .QAC T So ANY AUTO OTHERS ACC ACC $rn AUTO ONILV�r qGG $ EXCESS/UMBRELLA LIABILITY EACH OCC (FENCE $ OCCUR M CLAIMS MADE AGGREGA $ 7' $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND WC STATU-I OTH- EMPLOYERS'LIABILITY ANY PROPRIETORRARTNER/EXECUTWE E L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ If yes,tle antler PRO SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT I$ OTHER DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS City of San Juan Capistrano, its officers, employees and agents are named as Additional Insureds only with respect to their General Liability. CERTIFICATE HOLDER CANCELLATION Ton pay Notice for Non-Payment of Premium SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of San Juan Capistrano DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL _ 0 DAYS WRITTEN Attn: Maria Guevara NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 32400 Paseo Adelanto IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS San Juan Capistrano,CA 92675 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25(2001108) 1 of 2 #S174711MIT381 KJE o ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S(2001/08) 2 of 2 #S17471/M17381 ,M Professional Liability Insura* • Page 1 of I Maria Guevara From: Dawn Schanderl Sent: Monday, July 12, 2004 9:13 AM To: Maria Guevara Subject: FW: Professional Liability Insurance for DMP FYI -----Original Message----- From: Ziad Mazboudi Sent: Monday, July 12, 2004 9:05 AM To: Dawn Schanderl Subject: FW: Professional Liability Insurance for DMP Dawn FYI Ziad -----Original Message----- From: Leisa Cierley fmailto:LCierley@digmap.com] Sent: Monday, July 12, 2004 8:39 AM To: 'ZMazboudi@sanjuancapistrano.org' Cc: Jim Skurzynski Subject: Professional Liability Insurance Ziad - I will have my agent fax over a copy of the certificate of insurance and follow up with a hard copy. Thanks, Leisa Leisa A. Cierley Office Manager Digital Map Products 575 Anton Blvd., Suite 750 Costa Mesa,CA 92626 (714)432-7637 ext. 2340 7/12/2004 Maria Guevara From: Maria Guevara Sent: Friday, July 09, 2004 11:17 AM To: Dawn Schanderl Subject: Insurance Hi best friend: FYI - I'll be adding Digital Map Products (GIS service) to the non-compliance list next friday - Professional Liability Maria Guevara, Secretary City of San Juan Capistrano City Clerk Division (949) 443-6309 i KIM 32400 PASEO ADELANTO MEMBERS OF THE CITY COUNCIL SAN JUAN CAPISTRANO,CA 92675 /i '�'Q� SAM ALLEVATO (949)493-1171 mtlePe ArtEn DIANE L.BATHOATE (949)493.1053 FAX (STAT NO � 1961 WYATT HART www.sanjuancapistrano.org 1776 JOE SOTO • • DAVID M.SWERDLIN May 17, 2004 Digital Map Products 575 Anton Blvd. #750 Costa Mesa, CA 92626 RE: Compliance with Insurance Requirements — City GIS Service The following insurance document is due to expire: ✓ Professional Liability Certificate 06/25/2004W Please submit updated documentation to the City of San Juan Capistrano, attention City Clerk's office, 32400 Wseo Adelanto, San Juan Capistrano, CA 92675 by the above expnVa e any questions, please contact me at (949) 443-6309. nc r uev Se retary cc: Dawn M. Schanderl, Administrative Assistant San Juan Capistrano: Preserving the Past to Enhance the Future ACORD� ERTIFICATE OF INS NCE ISSUE DATE 09/16/2003 PRODUCER This certificate is issued as a matter of information only and confers no rights AON RISK SERVICES, INC. OF NEW YORK upon the Certificate Holder. This Certificate does not amend,extend or alter the 685 THIRD AVE coverage afforded by the policies below. 7TH FLOOR COMPANIES AFFORDING COVERAGE NEW YORK, NY 10017-4024 Company American Home Assurance Co A INSURED Company ADMINISTAFF COMPANIES, INC. B 19001 CRESCENT SPRINGS DRIVE Company KINGWOOD, TX 77339 C 'SEE BELOW Company D Company E This is to certify that the policies of insurance described herein have been issued to the Insured named herein for the policy period indicated. Notwithstanding any requirement,term or condition of contract or other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the policies described herein is subject to all the terms,conditions and exclusions of such policies. Limits shown may have been reduced by paid claims. CO TYPE OF INSURANCE POLICY NUMBER EFFECTIVE LIMITS OF LIABILITY LT EXPIRATION GENERAL LIABILITY EACH OCCURRENCE ❑Commercial General Liability FIRE DAMAGE ❑Claims Made❑Occurrence ❑Owners'and Contractors'Protection MEDICAL EXPENSE ❑ PERS.AND ADVERTISING INJURY ❑ GENERAL AGGREGATE General Aggregate limit applies per: PRODUCTS AND COMP.OPER.AGG. ❑Policy❑Project❑Location AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ❑Any Automobile BODILY INJURY(Per person) ❑All Owned Automobiles ❑Scheduled Automobiles BODILY INJURY(Per accident ❑Hired Automobiles PROPERTY DAMAGE(Per accident) ❑Non-owned Automobiles COMPREHENSIVE ❑ COLLISION A WORKERS'COMPENSATION 5684824 09/01/2003 WC Statutory Limit I x I Other AND EMPLOYERS'LIABILITY 09/16/2004 EL EACH ACCIDENT $ 1,000,000 EL DISEASE(Each employee) $ 1,000,000 EL DISEASE(Policy Limit) $ 1,000,000 EXCESS LIABILITY EACH OCCURRENCE ❑Occurrence El Claims Made AGGREGATE 'DIGITAL MAP PRODUCTS LLC(790000)IS COVERED THROUGH BLANKET ALTERNATE EMPLOYERS ENDORSEMENT FOR ALL EMPLOYEES UNDER CLIENT SERVICE AGREEMENT. CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE INSURER WILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. Authorized Representative City San Juan Capistrano 324000 Paseo Adelanto Attn: City Clerk San Juan Capistrano, CA 92675 Certificate ID# R4X-057A 1:08 949-833-0127 JOHN BURNHAM PAGE 01/04 JOHN BURNHAM INSURANCE SERVICES FAX P.O, Box 2710•Newport Beach,CA 92658 Date 10/24/03 Number of pages including cover sheet To- From: Mad Mazboudi KareatHerb City of San Juan Capistrano Phone 949-833-2462 Fax Phone 949 493-1251 Fax Phone 949-833-0127 RE: Digital Map Products,LLC ❑Urgent N For your review 0 Reply ASAP ❑Please comment Endorsement for Digital Map Products, LLC, along with the Certificate of Insurance which you have already received by mail. CC: Leisa Cierley @ Digital Map Products 714 432-8657 CA License#0099753 001 :08 949-633-0127 JOHN BURNHAM PAGE 02/04 0449 ALMAIF DIGArORD. GERTIFIO* OF LIABILITY INS NCE DATE(MW OMVn _ DA FACCUteR THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Bohn Burnham Insurance Svcs 21 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2415 Campus Drive,Suite 200 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR Irvine,CA 92612 ALTER TME COVERAGE AFFORDED LLT THE POLICIES BELOW. 949 833-2462 INSURERS AFFORDING COVERAGE NAIC 0 INSURED URFRA. Federal Insurance Co. 20261 Digital Map Products IHS As~a: Lloyds of London 575 Anton Blvd.,0750 ans�NEN L' Costa Mesa, CA 92626 INSURER O. _ INSURER E! COVERAGES THE POLICIES OF INSURANCE LISTED BROW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY RSWREMEiNT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE IN5URANr,E AFFORDED BY THE FQLHCRD UESUHNEU HtHEIN IS SUBJECT TO ALL THE TERMS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMSAm . LTR NS TYPEOFMSIIRANCE POLICY NUMBER DAILY E POLE FYMRA LIMITS A GENERAL16MIOUTY 35801235 07/26/03 07/26/04 EACH OCCURRENCE S1000000 X COMMERCIAL GENERAL LIABILITY DAMAG N R a SrO 000 CLAIMS WOE 17X OCCUR MED ERP(A'p P~) 4000 PERJOHAL a ADV MARY S1 000 000 GENERAL AGGREGATE _ S2,000,000 GEM AGGREGATE UMn APPLIES PER PRODUCTS-COMWNIPAGG f1 000 ISDO POLICY j�T LOC A AWOMDeILE UABILM 74992671 07126103 07126104 CWIBINED SINGLE LIMIT AWAUTO tlz aw4dR) $1,000,000 ALL OWNED AUTOS BOOAY WARY S $CMEDULED AUTOS (MeI parson) X HIREOAUTOS (IONLY INJURY $ x NON-OWN60 AUTOS "Awd") PROPERTY DAMAGE $ (Paa IdaN) GARAGE DAMIL TY AUTO ONLY-FAACCIOENT S MVALITO OTHER IHFN EA ACC S AUTOONLY: AGG A FJICE$61UNWIS LADABWTY EACH OCCURRENCE S OCCUR CIAM9 RUDE AGGREGATE S f DEDUCTIBLE f RETENTION S wORNERSCOMPENSATIONANO IVC SYATU- OTH. EMPLOYERS'LIABILITY AW PROP0.IETOPRARTNERIEKECUTW4 EL EACH ACCIDENT S I1FFR`FRAKMRPR FMCI IIIfFIIf E.L DISEASE-[A EMYLVY E ryes daacdbo =3 ndw JIECUL PRWI 3bNbw E.L.DISEASE-POLI[Y LOAT S B OTHER Professional S0000016DW 06/25/03 06/25(04 1,000,000 each occ. Claims Made 1,000,000 Gon,Agg, Technolo ,Media &PmWability OESCRIPTON OF OPEMMONS I LOGATIONG I VEWCLES I EKCLUSIM ADDED BY ENDORSEMENT tT. CW PRLTNRMwy City of San Juan Capistrano,its officers,employees and agents are named as Additional Insureds only with respect to their General Uability.This replace any previously iecuod,certificate. CERTIFICATE HOLDER CANCELLATION SHOULD AW OF THE ABOVE DEEPRWEP POYCIL3 DC CANCELLED FEFORE THE ENPIRATON City of San Juan Capistrano DATE THEREOF,THE I$SUMG DAURER WRL ENDEAVOR TO MNL �3D„ RAYS WRITTEN Attn:City Clerk NOTICE TO THE CERRRC&TE HOLDER NAMEDTO THE LEFT,BUT FAILURE TO DO SGSRALL 32400 Paseo Adelanto IMPOSE No OBLIGATION OR LWBRJIY OF ANY HIND IAgFI TME IMNnTFP.rMs ArsN.A M San Juan Capistrano,CA 92675 TIEPRESENTATIVEJ. AUTHONZED REPRESENTATIVE ACORD 25(2001109) 1 of 2 N11110342 KJE 0 ACORO CORPORATION 1981 24/2003 11:08 949-833-0127 JOHN BURNHAM PAGE 03/04 Liability Insurance Endorsement Policy Period JULY 26.2003 TO IDLY 26.2004 Effective O>fe JULY 26,2003 Policy Number 3580-12-35 PHA Insured DIGITAL MAP PRODUCTS,LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued JULY 17,2003 This Endorsernent IrPliec In the following forma: GENERAL LIABILITY Under Who Ia Insured,rbc following provision K added: / Who Is Insured City of San Juan Capistrano V{ 32400 Pagan AdPlanto San Juan Capistrano, CA 92675 Owners, Lessees Or Any person or organization designated below is an insured,bur only with rccpect to their liability Contractors as owner,lessee or convactor arising out of your ongoing operations performed for that inured. Designated Owner,Lessee Or Contractor All other twine aN conditions rennin unchnngrd Authmized ftmsentalive l+rr pege Liability rnsmarree Atrtalionar rnc,n.d.ownrrr.iecxca O.Conaacwm Form 80.02.2305(Ed.4-94) EndmsemB/tl Page 1 udzi :08 949-833-0127 JOHN BURNHAM PAGE 04/04 IMPORTANT It the Certificate holder is an ADDITIONAL INSURED.the policy(iea)must be endorsed, A statement on this certificate does not canter rights to the certificate holder in lieu of such emlorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may rer)nirp an ondnms . P.nt A statement on this cenificate does not confer rights to the eertHicate holder In lieu of such endomemeM(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the Issuing Insurer(s), authorized representative or producer,and the certificate holder, nor does it affirmatively or negatively amend. extend or alter the coverage afforded by the policies listed thereon. ACORD 25S(2DDIMS) 2 of 2 OM 10342 Client#: 6336 DIGITALMAP 0 °"""AC00D, CERTIFIC OF LIABILITY INS NCE 0724/ 3 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION John Burnham Insurance Svcs 21 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2415 Campus Drive, Suite 200 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Irvine, CA 92612 949 833-2462 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Federal Insurance Co. 20281 Digital Map Products INSURER B: Lloyds of London 575 Anton Blvd., #750 INSURER C: Costa Mesa, CA 92626 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD' LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE(MIWDDNYj DATE(MMOD/YYI LIMITS A GENERAL LIABILITY 35801235 07/26/03 07/26/04 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED n $50 000 _RECLAIMS MADE 51OCCUR MED EXP(Any one person) s5,000 PERSONAL&ADV INJURY $1000000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $1,000,000 POLICY PRO LOC A AUTOMOBILE LIABILITY 74992471 07/26/03 07/26/04 COMBINED SINGLE LIMIT $1,000,000 ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIREDAUTOS BODILY INJURY $ X NON•OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR 0 CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND WC ORY LIMLT Oc. TH- EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEd$ If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT I$ B OTHER Professional SQ0000180W 06/25/03 06/25/04 1,000,000 each occ. Claims Made 1, 000(Up. Agg. Technolo ,Media & Prof.Liabilit z o DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS C— City of San Juan Capistrano, its officers, employees and agents are named �� n as Additional Insureds only with respect to their General Liability. This replaces any previously issued. certificate. �i �z - . m CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POIMI ES BE CWJ ELLED BEFORE THE EXPIRATION City of San Juan Capistrano DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL In DAYSWRITTEN Attn: City Clerk NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 32400 Paseo Adelanto IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR San Juan Capistrano, CA 92675 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25(2001/08) 1 of 2 #M10342 KJE 0 ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25S(2001/08) 2 of 2 #M10342 a,US6 Liability Insurance Endorsement Policy Period JULY 26,2003 TO JULY 26,2004 Effective Date JULY 26,2003 Policy Number 3580-12-35 PHA Insured DIGITAL MAP PRODUCTS,LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued JULY 17,2003 This Endorsement applies to the following forms: COMMON POLICY CONDITIONS OWNERS, LESSEES OR CONTRACTORS FORM 80-02-2305 OWNERS,LESSEES OR CONTRACTORS CITY OF SAN CLEMENTE 100 AVENIDA PRESIDIO AVE SAN CLEMENTE,CA 92672 COUNTY OF ORANGE INS DESK-SHERIFF PURCHASING 2ND FL 320 N FLOWER ST SANTA ANA, CA 92703 COUNTY OF ORANGE 630 N BROADWAY RM 251 SANTA ANA,CA 92701 All other terms and conditions remain unchanged. Authorized Representative L7 Liability Insurance OWNERS,LESSEES OR CONTRACTORS lestpage Form 60-02-2373(Ed. 4-94) Endorsement Page 1 08/06/2063 09:14 949-833-0127 JC1HN PURNHAM PAGP 02/04 cnprole, ML3b _ DIGITALMAP __ ACOM CERTIFICWE O_ F LIABILITY INS NCE 0720°nY PRDDucER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION- John Burnham Insurance Svcs 21 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 7415 Campus Drive, Suite 200 HOLDER.THIS CERTIFICATE DOES NOTAMEND,EXTEND OR ALTER THE GOVERAGE At HUKULU tlY THE POLICIES BELOW. Irvine, CA 92612 -- - '---- 949 833.2462 INSURERS AFFORDING COVERAGE_ NAIC D INSURED INSURERA FederallTlSUranQeCA. 20267 Digital Map Products - — -- - -- -- 575 Anton Blvd..#750 INSURLR_D: Lloyds of London IN50RE R G. Costa Mesa, CA 92626 — INSURER D: INSURER L COVERAGES 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 10 WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURAN VE AFFORDED BY THE EOLICIE5 UESGRIBED HEREIN IJ JUHJFU 1 IU ALL I Ht I EKMS,EAOLUSIUNS AND CONDITIONS OF SUCH POLICIESAGGREGATELIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION —T-� _ _ _ _. MIOWYYJ OATS MMIDOIW OMITS A GENERAL LIABILITY 35801235 07126/03 07/26/04 EACH OCCURRENCE 81 000 000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO R(EeENTED S50,000 PREMISESCLgMS MAOG L J OCCVR MED C-XP(Any Ont pOzen) ..S 000 _ PERSONAL A ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMPrOP AGG $7,000000 POLICY PRO- 7 LOC A AIT OMODILE LIARILITY 74992471 07/26/03 07/26/04 CUMBSINGLE LIMB 81,000,000 ANV AUTO tee Atteimt)Wrnp ALL OWNED AUTOS - - -- ---- BODILYINJURY y SCHEDULED AUTOS Icer DTISOnI X HIRED AUTOS BODILY INJURY S X NON-LIMED AUTOS (PerPwWcnt) PROPERTY DAMAGE S (Per xrldent) GARAGE LIABILITY AUTOONLY-EAACCIDENT $ ANY AUTO OTHER THAN EAACC $ AUTOONW' AGG EXCESSRIMBRELLA LIABILITY EACH OCCURRENCE 5 OCCUR ❑ CLAIMS MADE AGGREGATE $ S OEOUCTIBLE $ RETENTION_- __ _ _ _ $ WORKERS COMPENSATION AND EMPLOYERS'UABIUTY E L TACH ACCIDENT S ANY PROMI'Mrp Fxr.TIIEWEXELUTVE _ -.-- -.— OFFIC.FgIMFMRFR FXf.I 110FD0 EL olaEnaE-ew EMPLOYEE f It qqPL,describe unser SPECIAL PROVISIONS belowg _ EL.DISEASE-POLICY LIMIT $ OTHER Professional 5000001_ 80W 06125103 06125!04 1,000,000 each occ. Claims Made 1,000,000 Gen.Agg. Technolo ,Media 8 Prof.Liabilit _ DESCRIPTION OF OPERATON3lLOCATIONS IVEMICLFSlEXCWSIONS ADDED tlY ENDORSEMENTI SPECIAL PROVISIONS City of San Juan Capistrano, Its officers,employees and agents are named as Additional Insureds only with respect to their General Liability. This replaoee any previously ieeuod.cortificato. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OFTML ABOVE DESCRIDED POUCIIM DE CANCELLED BEFORE THE EXPIRATIOA City at San JuanCaplstrano OATETNEREOF.THEISSUINGINSURERWILLENOEAVORTOMML _3,a_ DAYSWRITTEN Attn: City Clerk NOTICE TO TME CERTIFICATE MOLDER NAMED TO THE LErr,BUT FAILURE TO DO SO SHALL 32400 Paseo Adelanto IMPOSE NOOBLIUAVON OR LIABILITY OF MY WND UPON THE INSURER,ITS AGENTS OR San Juan Capistrano,CA 92675 REPRESENTATIVES AUTHORIZED REPRFSENTAEVE ACORD 25(2001f0ft) 1 of 2 #M10342 v KJE o ACORD CORPORATION 19F 003 09:14 949-833-0177 ,70HN BURNHAM PAGE 04/04 C"Unn Liability Insurance Endorsement Pok-y Period 1117.Y 26,2003 TO JULY 26, 2004 Effective Date JULY 26, 2003 Policy Number 3580 12-35 PITA Insured WGLrAL MAP PRODUCTS,LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued JULY 17, 2003 This Endorscment applies to the following forms: COMMON POLICY CONDMONS LESSERS, ,, LESSEES l 1 f OR CONTRACTORS FORM 80-02-2305 OWNERS_ I F1'CFFS OR CONTRACTORS CITY OF SAN CLF.MFNTL HICI A VFNIFIA PRESIDIO AVE SAN CLEMFNTF„CA 92672 COUNTY OF ORANGE INS DF$K-SHERIFF PURCHASING 2ND EL 320 N FLOWER ST SAN IA ANA,CA 92703 COUNTY OF ORANGE ti 30 N BROADWAY RM 251 SANTA ANA,CA 97,701 All cher trims and conditions remain unchan,,,cd. Authori>Ad F7epiasenfaeve OabdtV Insuranre OWNERS,i ESSEES OR CONTRACTORS last page Farm♦70.(12-2373(Ed 4-9d) Endnrsomenf page � Client#: 6336 DIGITALMAP ACORD- - CEIRTIFIC OF LIABILITY INSUWNCE 07/240°°"""' PRODuVR ' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Johii Burnham Insurance Svcs 21 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2415 Campus Drive, Suite 200 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Irvine, CA 92612 949 833-2462 v INSURERS AFFORDING COVERAGE NAIC# INSURED Digital Map Products INSURERA: Federal Insurance Co. 20281 n `�575 Anton Blvd.#750 �J1U INSURER B: Costa Mesa, CA 92626 INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ON LTR NSR TYPE OF INSURANCE POLICY NUMBER PDATE MICY MOD/YY POLICY TE MWDD/YY1 LIMITS A GENERAL LIABILITY 35801235 07/26/03 07/26/04 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENREMISE .TED rfE $SO()OD CLAIMS MADE ER OCCUR MED EXP(Any one person) $5,000 PERSONAL 8 ADV INJURY $11-0-001-0-0-0 GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGO $1 QQQ QQQ POLICY PEC LOC A AUTOMOBILE LIABILITY 74992471 07/26/03 07/26/04 COMBINED SINGLE LIMIT $1x000 QQQ ANY AUTO (Ea aCcldent) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED,AUTOS (Per person) X HIREDAUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE is OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE S RETENTION $ _ _ _ enSw WORKERS COMPENSATION AND STATU- OTR- ` EMPLOYERS'LIABILITY u ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.E6.QH AACCIDENT OFFICEFUMEMBER EXCLUDED? E.L. ASE-E PLOY If yes,describe under SPECIAL PROVISIONS below E.L.D#kW4=-P V LIMIT OTHER A n cn < oT.. N= m DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS City of San Juan Capistrano, its officers,employees and agents are namedLin as Additional Insureds only with respect to their General Liability. This o replaces any previously issued. certificate. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of San Juan Capistrano DATE THEREOF,THE ISSUING INSURER WILL ENDEAVORTO MAIL -. n DAYS WRITTEN Attn: City Clerk NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 32400 Paseo Adelanto IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR San Juan Capistrano, CA 92675 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25(2001108) 1 of 2 #M10342 KJE 0 ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer,and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25S(2001108) 2 of 2 #M10342 • ,ate., • 32400 PASED ADE LANTO ��(/� IA[1111111(1 SAN JUAN CAPISTRANO, CA 92675I 1111111111 1 �g6� MEMBERS OFTHE CITU COUNCIL (949) 493-1171 1716 DIANE L BATHGATE (949) 493-1053 (FAX) JOHN S.GELFF Tv1vTvsanj uancapistrano.org WYATT HART JOESOTO DAVID M.SWEROUN CITYMANAGER GEORGESCARROROUGH July 22, 2003 Digital Map Products 575 Anton Blvd., #750 Costa Mesa, California RE: Compliance with Insurance Requirements - City GIS Service The following insurance documents are due to expire: V General Liability Certificate 7/26/2003 6 4 V General Liability Endorsement naming the City of San Juan Capistrano as additional insured. /' V Automobile Liability Certificate 7/26/2003 Please submit updated documentation to the City of San Juan Capistrano, attention City Clerk's office, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 by the above expiration dates. If you have any questions, please contact me at (949) 443-6310. Sincerely, Dawn Schanderl Deputy City Clerk cc: William Huber, Director of Engineering & Building Ziad Mazboudi, Senior Civil Engineer DRUG USE u San Juan Capistrano: Preserving the Past to Enhance the Future Client#: 6336 DIGITALMAP ACORD� CERTIFIC OF LIABILITY INSU CE o0')AT 0°"YYY PRODUCER THIS CERTIFICATE IjWED AS A MATTER OF INFORMATION John Burnham Wsurance Svcs 21 ONLY AND CONFER RIGHTS UPON THE CERTIFICATE 2415 Garfi us Drive, Suite 200 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR P ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Irvine, CA 92612 949 833-2462 RECEIVED INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA: Federal Insurance Co. 20281 Digital Map Products INSURER B: Lloyds 575 Anton Blvd.,#750 1003 OCT 2l P 4' yds of London INSURER C: Costa Mesa, CA 92626 , IN C;T', fLcRi: SURER D: Lail Will Leal (S T R A PJ 0 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Do LTR "N POLIC RA TYPE OF INSURANCE POLICY NUMBER DATEYMMIDDIYYE POJ RATE MMI OTION ITY) LIMITS A GENERAL LIABILITY 35801235 07/26/03 07/26/04 EACH OCCURRENCE b1 1 OOQ 1 QQQ X COMMERCIAL GENERAL LIABILITY DAMMIS TO RENTED $50000 CLAIMS MADE OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $i.000.000 GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $1000000 POLICY F PEOT LOC A AUTOMOBILE LIABILITY 74992471 07/26/03 07/26/04 COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULEDAUTOS (Per Person) $ X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT b ANY AUTO OTHER THAN EA PGC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ b DEDUCTIBLE $ RETENTIONb $ WC STATU- OTH- WORKERS COMPENSATION AND TORY LIMITS ER EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYE $ mdw SPEC AL PROVISIONS E.L.DISEASE-POLICY LIMIT $ SPECIAL PROVISIONS Gelow B OTHER Professional S00000180W 06/25103 06/25/04 1,000,000 each occ. Claims Made 1,000,000 Gen.Agg. Technology,Media &Prof.Liabili DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS City of San Juan Capistrano, its officers,employees and agents are named as Additional Insureds only with respect to their General Liability. This replaces any previously issued. certificate. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of San Juan Capistrano DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL In DAYS WRITTEN Attn: City Clerk NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 32400 Paseo Adelanto IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR San Juan Capistrano, CA 92675 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25(2001108) 1 of 2 #M10342 KJE 0 ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S(2001108) 2 of 2 #M10342 04 0 Liability Insurance �HIlJ66 Endorsement Policy Period JULY 26,2003 TO JULY 26,2004 - Effective Date JULY 26, 2003 Policy Number 3580-12-35 PHA Insured DIGITAL MAP PRODUCTS,LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued JULY 17,2003 This Endorsement applies to the following forms: - GENERAL LIABILITY Under Who Is Insured,the following provision is added- Who Is Insured City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Owners, Lessees Or Any person or organization designated below is an insured,but only with respect to their liability Contractors as owner,lessee or contractor arising out of your ongoing operations performed for that insured. Designated Owner,Lessee Or Contractor All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Owners,Lessees Or Contractors last page Form 60-02-2305(Ed.4-94) Endorsement Page I IX( � V~ ACORD CERTIFICA F LIABILITY INSURA CSR RG DATE(MM/DD/YYYYI DIGITAI 06/2 03 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PIASC Insurance Services, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Lie.# 0747420 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR P.O. Box 910936 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Los Ange*SUS CA 90091-0936 Phont: 323-728-9500 Fax:323-728-0483 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Atlantic/Centennial Ins. Co. INSURER B: State Compensation Ins. Fun D'gital x pp].n44, IAC. INSURER C: CNA Insurance Companies c�/o 2 Brookh rstyazic iqulu 21062 gton Beach St, 101 INSURER D: Huntington Beach CA 9 646 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REOUIREMEITF,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MWD DATE MM/DDM' LIMITS GENERAL LIABILITY EACH OCCURRENCE $1,000,000 A X COMMERCIAL GENERAL LIABILITY 787-00-73-95 06/07/03 06/07/04 PREMISES Ea=urence 31,000,000 CLAIMS MADE OCCUR MED EXP(Any one person) $ 10,000 PERSONAL B ADV INJURY $ 1,000,000 GENERAL AGGREGATE 52,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG 12,000,000 POLICY JECT PRO. 7 LOC AUTOMOBILE LIABILITY A X ANY AUTO 787-00-73-95 06/07/03 06/07/04 COMBINE Fa ecddeonDISINGLE LIMIT $1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per pmon) $ X HIREDAUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per amdent) PROPERTY DAMAGE $ (Par ac decd) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANYAUTO OTHER THAN EA ACC S AUTO ONLY: AGG $ EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE 32,000,000 A X OCCUR � CLAIMSMADE 787-00-73-95 06/07/03 06/07/04 AGGREGATE 32,000,000 S 0DEDUCTIBLE $ X RETENTION so $ WORKERS COMPENSATION AND X ITW WC STA U- ER B EMPLOYERT ABILITY 1622827-03 04/01/03 04/01/04 E.L.EACH ACCIDENT $ 1000000 ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICERMIEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE 51000000 I(yes desalbe under SPECIAL PROVISIONS be. E.L.DISEASE-POLICY LIMIT 51000000 OTHER C Errors S Omissions LSA-11-398-61-98 11/28/02 11/28/03 Limit $2,000,000 Professional Liab. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Certificate holder is named as Additional Insured with respects to work performed. CERTIFICATE HOLDER CANCELLATION SANJUAl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER MILL ENDEAVOR TO MAIL 30 DAYS VAUTTEN City of San Juan Capistrano NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Attn: Eric P. Bauman IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR P.E. , Senior Engineer 32400 Paseo Adelanto REPRESENTATIVES. San Juan Capistrano CA 92675 AUT RIZED REP VE J ACORD 25(2001/08) m ACORD CORPORATION 1988 .,2400 PASEO AOELANTO 11 SWINISH SAN JUAN CAPISTRANO, CA 92675 DIIIGfIN 1 1961 MEMBERS OFTHE CITY COUNCIL (949) 493-1171 1776 DIANELOATHGATE (949) 493-1053 (FAX) JOHN S.GELFF Iv W lv.sanj uancapislrano.org WYATT HART JOE 5070 DAVID M.SWERDLIN CITY MANAGER GEORGESCARBOROUGH June 24, 2003 Digital Map Products 575 Anton Blvd., #750 Costa Mesa, California 92626 RE: Compliance with Insurance Reguirements - City GIS Service The following insurance document is due to expire: V Professional Liability Certificate 6/25/2003 Please submit updated documentation to the City of San Juan Capistrano, attention City Clerk's office, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 by July 3, 2001 If you have any questions, please contact me at (949) 443-6310. Sincerely, MW4 996�®?rte Dawn Schanderl Deputy City Clerk cc: William Huber, Director of Engineering & Building Administrative Assistant Ziad Mazboudi, Senior Civil Engineer onus use is San Juan Capistrano: Preserving the Past to Enhance the Future 10/17/2002 11:12 949-B33-0127 JDHN ELPNHAM GITA MAP PAGE 01/01 ACQN CERTIFI{OTE OF LIABILITY INS CE ;oo�°° PRVNUL THIS CERTIFICATE IS ISSUED AS A MATTER OF WFORMATW John Burnham Insurance Svcs. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICAM 2415 Campus Drive,Suite 200 HOLDER. 77M CERTIFICATE DOES HOT AMEND, i.YTEND O PO Mine,CA 92612 ALILK 'JHE COVERAGE AFFORDED BY THE POLICIES BEWIA 949 8332462 INSURERS AFFORDING COVERAGE MSURBRA Fed—orallnsuranceCo Digital Map Products INSURER B. Lloyds of London 575 Anton Blvd.0750 ---- — Costa Mesa,CA 92626 MYUAE0.°__ .-- -- L'u V ERAGES THE POLICIES OF INSURANCE LISTED KLOW HAVr. BEEN ISSUED TO TILE INSURED NAMED ABOVE POR THE POLICY PERIOD INDICATED NOTWrTHSTANDi1 ANY REQUIREMENT. TERM OR CONDITION Or ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WNInr *THIS CERTTFICATR MAY BE LVED ( MA V PERTAIN. T186 INSURANCC ArFOHOW DY' THE POLICIES In<M:NItlhU HEREIN IS SUBJECT TO ALL THE TERMS.EXCLUSIONS AND CONDITIONS OF SUE POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. In TYPE OF INSum;;CE POLICY NVM/ER CY EiRE V' T DA CrE p�t.L71ON (tiI,K --- A Detr11ALLIAaaSTY 35601235 07128!0201 7126109 E-ACH4CCURRBHea s1000,000 _ X COMMERCMLGENEI(AALLL{NBB.PrY I{ FIREDAMAGE(A xae fi.) f5 OO CLAIMS MADE 1-_x-1OCCUR ME SXP(AMMWp W fS )-_— _ I iPERSONAL&ADVINIURY f1Ooo,000,— _ G6NGAL :AWATE S9 DOOM_` OP_xiw°4RE4nre LWII AYYLI6S PGR'. IPRpDULTt -COMIwPAGG S1,000,000POLICY PRO- I LOC A � Au'ruf/OWELfA1mSTT 74992471 0712602 407f26t0] rouewsu SINME UMIT � — ANYAUTO ` (ESaenkMl '51,000,000 ALL OWNED AUTOS R(IaA YrNIVE.Y YNEDVLED AVSaS IRr altln) Lf Xi HUMDAVIES RODLLY INJURY NONOWNEDAUTOS PROPERTY DAMAGE S a aAa6 WRRATI' AUTOONLY-6A AGCDIEM" ANY AUTO Rn ACC S AUTOU 1IAN AVTD ONLY: wac If ERCrSSLDINL I' EACH 0CCUMENC6 - I OCCUR LJ CLAIMS MADE I ACGRROATE S DEDUCTa1.5 AETBNTION S t WORIDI6COMPRNEAY1oN AND EMPLOVUS LLAZILI'" E.L EAW ACCIDENT 3 �_.. _—TLS— __ E.L.DWASE -EAEMPLOYEE 5 EL=SE -POLCY LIMB S B mia-professional Sfi 1000180W 106125102 06/25/05 1 1,000,000 each nre iainw Mada 1 1,000,000 gen. agg echnol , -of.liability arscawrioN ADDED BY FTODRRA1Me.M'r6FRt V.L M4YS5lU W City of San Juan Capistrano,its officers,employees and agents are named as Additional Insureds only with respect to their General Liability.This replaces any previously Issued.certificate. CERTIFICATEHO ER ADDDIDN ORro•cv5tWzxmTs6R: CANCELLATION sa4Ufa ANYafVIE NOY6otxcuwrouCR;asccANCBLLBDaeFMBL10EAaA'a0N City of San Juan Capsetrano DATRTBEREOP,T1�5RSU65G INSURER WILLENDEAVOR TOMAn.ID_DAYS WROWNINEURRR WILLBNDEAVOR TOMAn.IQ_DAYS WRQSEN Attn:City Clark NOSCBTOTOE TRCATE 8OLDERNAMED 10711E LE VI,RVrrAl1DIE TODOSa5aY1 32400 Paseo Adelanto324Do auoa Nn If.rIMM ORLwLmor ANYf@ID vrON TaE avAVRaa.as AGaxrS uaIMM nRLw>_moP wwvvm vron Tas svnvRea.as nraxry LIR San Juan CapiatTana,CA 92675 BE ACORD 25.9(7/97)1 of 2 #M5742 fCJE P ACORD CORPORATION IM 10/17/2002 11:05 949-833-0127 JOHN BURNHAM PAGE 02/02 'a Wl IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(fes)must be endorsed. A statement on this certiftcale das not conks rights to the certificate holder in lieu of such endorsement(s), If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an etldOrsemem. A statement On this cenifirara does not confer right; to the cmifiutc holder in lieu of such endorsement(s). DLSCLADIUR The Certificate of Insurance on the revem side Of this form does Trot constitute a contract between the issuing insurcr(s), amhorizW rcp,.;anaativc or producer,and the cendicate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD25-S(7/97) 2 of 2 #M5742 i Client#: 6336 DIGITALMAP Ate., CERTIFICOE OF LIABILITY INS*ANCE 100601DD YY PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION John Burnham Insurance Svcs. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2415 Campus Drive, Suite 200 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Irvine, CA 9261 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 949 833.12462° INSURERS AFFORDING COVERAGE -- -- -- — --- 1-- msimsn - msuRERA: Federal lnsurance Co Digital Map Products -- -- ----- 575 Anton Blvd.#750 INSURER B: Lloyds of London _ -- Costa Mesa, CA 92626 LMSURER c:—____ �NSURER @ INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDIN ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED O MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.EXCLUSIONS AND CONDITIONS OF SUC POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. OVER TYPE OF WSTRNNCE -� POLICY NUMBER POLICY EFFECTIVE POLICY EXPHtATION TR DA HND DATE N LIMITS A GENERAL LIABILITY 35801235 07/26/02 07/26/03 EACH OCCURRENCE �$1,000,-000 X COMMERCIALGENERALLIABBDY FIRE DAMAGE(AV .o fire)_ i 550,000 CLAIMS MADE `�( OCCUR MEDEXP("..Person_ IS5,0000 PERSONAS L&nuv INJURY 151, 00,000 L AGGREGATE $2,000,000_ GENERA _ IGENLAGGREGATELIMRAPPLIES PER PROOUCfS=COMP/OP AGG $1000,000 POLICY PEO F,LOC — A AUTOMOBILE LIABILITY 74992471 07/26/02 07/26/03 ANY AUTO COMBINED SINGLE LIMIT $1,000,000� (Ea mcidenc) ALL OWNED AUTOS -----._—� pBODILYINIURY Is SCHEDULED AUTOS LXJ HIREDAUTOS BODILY INJURY —� �X - �NONOWNEDAUTOS (Per accid.0 $ $ - - —. 111 PROPERT t)DAMAGE $ GARAGE LIABILITY AUTOONLY-EAACCIDENT I S__ _ F—�ANY AUTO r0THE1 THAN EA ACCT$—_— AUTOONLY: pGG 8 EXCESS LIABILITY EACH OCCURRENCE I$ --__ OCCUR C�CLAIMS MADE I AGGREGATE__ '- $f- -� DEDUCTIBLE I RETENTION $ WORKERS COMPENSATION AND IWC STATU- OTIi- --- EMPLOYERS'LIABILITY TORY LIMITS ER _ E.L.EACH ACCIDENT j$ E.LDISEASE -EAEMPLOYEE S _ E.L.DIS SE -POLICY LIMITtS B OTHER Professional SQ0000180w 06/25/02 1� 6125/03 1,00 000 eaghocc. tlaims Made �,(', / 1,00000 gaWagg ^� chnolo ,Media 8 Prof. LiabilityC. o DESCRIFrION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS = ti 0 City of San Juan Capistrano, its officers,employees and agents are named as Additional Insureds my with- respect respect to their General Liability.This replaces any previously issued. certificate. M W v CERTIFICATE HOLDER ADDDDNALINSURED•BSSURERIETIER: CANCELLATION SHOUID ANYOFTHE ABOVEDESCRBED POLCES BE CANCELLED BEFORE THE E"IRAMN City of San Juan Capistrano DATE THEREOF, ISSUING INSURER WILLENDEAVOR TOMAI130—DANS WREMEN Attn: City Clerk NOTCETOTHE RT4CAM HOIDERNAMED TOTHELEFT,BUCFAB.URE'IDDOSOSHALL 32400 Paseo Adelanto B41 NO L ATIONORLUBRSPYOFANY KIND UPON TRE INSURER,RSAGENTSOR San Juan Capistrano, CA 92675 BE SE AT s. ACORD 25-S 57197) 1 of 2 #M5742 KJE 0 ACORD CORPORATION 1988 all _7 l , i / /�/ IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer,and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD25.S(7/97) 2 of 2 #M5742 ACORD CERTIFICATE OF INSURANCE ISSUE DATE 0/17/2002 PRODUCER This certificate is issued as a matter of information only and confers no rights AON RISK SERVICES, INC.OF NEW YORK upon the Certificate Holder, This Certificate does not amend,extend or alter the 685 ThIRb AVE coverage afforded by the policies below. 7YH FLOOR COMPANIES AFFORDING COVERAGE NEW YORK, NY 10017-4024 Company Lumbermens Mutual Casualty Co A INSURED Company rn ADMINISTAFF COMPANIES, INC. B D 19001 CRESCENT SPRINGS DRIVE Company L091 KINGWOOD,TX 77339 C cc+ M SEE BELOW Company = N D >C. m Company 'D rr E to 7' __i- Zo This is to certify that the policies of insurance described herein have been issued to the Insured named herein for the policyperiod indi ted. N ithstanding any requirement,term or condition of contract or other document with respect to which this certificate may be issued or me rtain,I�AtArsurance afforded by the policies described herein is subject to all the terms,conditions and exclusions of such policies. Limits shown may have en reduW by paid claims. CO TYPE OF INSURANCE POLICY NUMBER EFFECTIVE LIMITS OF LIABILITY LT EXPIRATION GENERAL LIABILITY EACH OCCURRENCE ❑Commercial General Liability FIRE DAMAGE ❑Claims Made❑Occurrence ❑Owners'and Contractors'Protection MEDICAL EXPENSE ❑ PERS.AND ADVERTISING INJURY ❑ GENERAL AGGREGATE General Aggregate Limit applies per: PRODUCTS AND COMP.OPER.AGG. ❑Poricy❑Project❑Location AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ❑Any Automobile BODILY INJURY(Perperson) ❑All Owned Automobiles ❑Scheduled Automobiles BODILY INJURY(Per accident ❑Hired Automobiles PROPERTY DAMAGE Per accident ❑Non-owned Automobiles COMPREHENSIVE ❑ COLLISION A WORKERS'COMPENSATION 5BA 166743-01 10/01/2002 WC Statutory Limit x Other AND EMPLOYERS'LIABILITY 10/01/2003 EL EACH ACCIDENT $ 1,000,000 EL DISEASE(Each employee) $ 1,000,000 EL DISEASE(Policy Limit) $ 1,000,000 EXCESS LIABILITY EACH OCCURRENCE ❑Occurrence 11 Claims Made AGGREGATE DIGITAL MAP PRODUCTS LLC(790000)IS COVERED THROUGH BIrANKET Al TPRNATEMPLOYERS ENDORSEMENT FOR ALL EMPLOYEES UNDER CLIENT SERVICE AGREEMENT. CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE INSURER WILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Authorized Representative City of San Juan Capistrano 32400 Paseo Adelanto Attn:City Clerk San Juan Capistrano, CA 92675 Certificate 0# LQS6FFP5 ACORD„ CERTIFICATE OF INSURANCE ISSUE DATE 1on7 zooz PRODUCER This certificate is issued as a matter of information only and confers no rights AON RISK SERVICES, INC.OF NEW YORK upon the Certificate Holder. This Certificate does not amend,extend or alter the 6y67F41Rb AVE coverage afforded by the policies below. 7TH FLOOR COMPANIES AFFORDING COVERAGE NEW YORK, NY 10017-4024 Company Lumbermens Mutual Casualty Co A INSURED Company ADMINISTAFF COMPANIES, INC. B 19001 CRESCENT SPRINGS DRIVE Company KINGWOOD,TX 77339 C SEE BELOW Company D Company E This is to Certify that the policies of insurance described herein have been issued to the Insured named herein for the policy period indicated. Notwithstanding any requirement,term or condition of contract or other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the policies described herein is subject to all the terms,conditions and exclusions of such policies. Limits shown may have been reduced by paid claims. CO TYPE OF INSURANCE POLICY NUMBER EFFECTIVE LIMITS OF LIABILITY IT EXPIRATION GENERAL LIABILITY EACH OCCURRENCE []Commercial General Liability FIRE DAMAGE ❑Claims Made❑Occurrence ❑Owners'and Contractors'Protection MEDICAL EXPENSE ❑ PERS.AND ADVERTISING INJURY ❑ GENERAL AGGREGATE General Aggregate Limit applies par. PRODUCTS AND COMP.OPER.AGG. ❑Policy❑Project❑Location AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ❑Any Automobile BODILY INJURY Per person ❑All Owned Automobiles ❑Scheduled Automobiles BODILY INJURY Per accident ❑Hired Automobiles PROPERTY DAMAGE Per accident ❑Nonvwned Automobiles COMPREHENSIVE ❑ COLLISION A WORKERS'COMPENSATION 513A 166743-01 10/01/2002 WC Statutory Limit I x I Other AND EMPLOYERS'LIABILITY 10/01/2003 EL EACH ACCIDENT $ 1,000,000 EL DISEASE Each employee) $ 1,000,000 EL DISEASEPoli Limit $ 1,000,000 EXCESS LIABILITY EACH OCCURRENCE ❑Occurrence❑Claims Made AGGREGATE DIGITAL MAP PRODUCTS LLC(790000)IS COVERED THROUGH BLANKET ALTERNATE EMPLOYERS ENDORSEMENT FOR ALL EMPLOYEES UNDER CLIENT SERVICE AGREEMENT. CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE INSURER WILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Authorized Representative City San Juan Capistrano 324000 Paseo Adelanto Attn:City Clerk San Juan Capistrano,CA 92675 Certificate 10# LQS6FFP5 Client#: 63- •';ITALMAP 91'�Rn. CERTIFICA'jL E OF LIABILITY INSLJt.ANCE 1008 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION John Burnham Insurance Svcs. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2415 Campus Drive;Suite 200 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Irvine, CA 92612 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 949 833-2462 INSURERS AFFORDING COVERAGE INSURED iNSURERA: Federal Insurance Co. _ Digital Map Products SURERB: Lloyds of London 575 Anton Blvd.#750 _T ------------- INSURER C: Costa Mesa, CA 92626 — ---- -------- - - INSURER D: NSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDIN ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED O MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUC POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY waIRATIONDATE(MM LIMITS �— A GENERAL LIABILITY 35801235 07/26/02 07/26/03 EACHOCCVRRENCE sJp00�000__ _ X CO_MMERCIALGENERALLIABB,ITY FIRE DAMAGE(Ay aro fim) $50000__ CLAIMS MADE 1X1 OCCUR MED EXP(AM one person) _ $5000 PERSONAL&ADVMIURY $1,000,000 GENERALAGGREGAT6 S2�OOl1,000 _ _ -- GENLAGGREGATELIMITAPPLIESPER: PRODUCTS -COMPIOPAGG 3110001000 . POLICY IRO- LOC -- A AUTOMORILE LIABILITY 74992471 07/26/02 07/26/03 COMBINED SINGLE LIMIT _ ANY AUTO tE�ue�aen,) 31,000,000 ALL OWNED AUTOS BODILY INJURY 3 SCHEDULED AUTOS X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per cadent) S PROPERTY DAMAGE (Per,"^idenp 3 _GARAGE LIABTLTTY AUTO ONLY-EA ACCIDENT ANY AUTO EA ACC S OTHER AUTO ONLY: AGO 1 EXCESS LIABTLTTY EACH OCCURRENCE IOCCUR E CLAIMS MADE AGGREGATE 3 -- - RETENTION S IS WORKERS COMPENSATION AND WC ITA TU- 1ER1 EMPLOVERS'UABILTIT R E.L. CCID EACH ACCIDENT E.L.MSEASE .EAEMPLOYEE S E.L.DISEASE -POLICY LIMIT 3 B OTHER Professional S00000180W 06/25/02 06/25/03 1,000,000 each occ. !aims Made 1,000,000 gen, agg echnolo ,Media &Prof. Liability DESCRIPTION OF OPERATIONS/ OCATIONSrvEMIT SMXCLUMONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS City of San Juan Capistrano, its officers, employees and agents are named as Additional Insureds only with respect to their General Liability. This replaces any previously Issued, certificate. CERTIFICATE HOLDER ADDmoNALINSURED•wsURERLETIER: CANCELLATION SHOULD ANYOFTHE ABOVEDESCRMED POLOS BE CANCELLED BEFORE TBEEXPIRATION City of San Juan Capistrano DATE THEREOF,TOISSUING INSURER WMLENDEAVOR TOMA1130_DAYS WRITTEN Attn: City Clerk NOTICRTOTHE QERTIFICATB ROiDERNAMEDTOTHEIEFI',BUTFAB.URE TODOSOSHALL 32400 Paseo Adelanto IMPOS NO L ATTOttORLIABEdTYOFANYMNDUPON TRE MSVRERr15AGENTS OR San Juan Capistrano, CA 92675 RE AT s. 1,7 ACORD 25•S(7197) 1 of 2 #M5742 KJE ACORD CORPORATION 1988 i IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD x5-s(7i9T 2 of 2 #M5742 0 0 CERTIFICATE OF INSURANCE, issued by Manning Williams Limited, Lutidine House 3-5 Crutched Friars,London EC3N 2PN(hereinafter called"Correspondent") Evidencing Placement of Insurance with certain UNDERWRITERS AT LLOYD'S LONDON Previous No. Authority Ref.No SE810190W Certificate No. SQ00018OW Correspondent hereby certifies that insurance as described herein has been effected with certain Underwriters at Lloyd's,London (not incorporated). This insurance is issued pursuant to the California Insurance Code,Sections 1760 through 1780,and this certificate is issued by a nonadmitted insurer not subject to regulation by the California Department of Insurance,and the provisions of Article 15.2(commencing with Section 1063)of chapter 1 of Part 2 of Division 1,creating the California Insurance Guarantee Association,do not apply to any insurance underwritten by a nonadmitted insurer. Such insurance has been placed in accordance with the limited authorization granted to the Correspondent by certain Underwriters at Lloyd's,London,whose names and the proportions underwritten by them can be ascertained from the office of said Correspondent(such Underwriters being hereinafter called"Underwriters")and in consideration of the premium specified herein, Underwriters have agreed to bind themselves each for his own part and not one for another,their heirs,executors and administrators. The Assured is requested to read this certificate,and if not correct,return it immediately to the Correspondent for appropriate alteration. In the event of a claim under the insurance described in this certificate,please notify the Correspondent,unless specifically stated otherwise herein. DECLARATIONS 1.Name and address of the Assured DIGITAL MAP PRODUCTS LLC 575 Anton Blvd,Suite 750,Costa Mesa,CA 92626 2.Effective from 25th June 2002 to 25°i June 2003 both days at 12,01 a.m.standard time at location of risk. 3.This evidences that Insurance has been placed with certain UNDERWRITERS AT LLOYD'S,LONDON Percentage: 100% 4. Coverage Media/Technology Professional Liability 5. Special conditions Wording: AFB Media Tech(Word Processed Equivalent)plus Application dated: 3016 May 2002 and No Claims Declaration dated 26th June 2002 Nuclear Incident Exclusion Clause-Liability-Direct(Broad)-NMA 1256 Radioactive Contamination Exclusion Clause-Liability-Direct-NMA 1477 Endorsements Number I and 2 New Short Rate Cancellation Table -NMA 45 Small Additional or Return Premiums Clause—NMA 1168 War and Terrorism Exclusion—NMA 2918 6. Service of Suit may be made upon Mendes&Mount,72S South Figueroa St.,Los Angeles,California 90017,USA. 7. Limit of Liability(Includin.e Claims Expenses): a)Maximum Limit of Liability for each Claim US$ 1,000,000 b)Maximum aggregate Limit of Liability for all Claims US$ 1,000,000 Excess of Each and Every Claim(Including Claims Expenses) US$ 5,000 Premium US$5,000 Annual Dated in London,England,this 81h day of July,2002 At: Lutidine House by 3-5 Crutched Friars London EC3N 2PN England (the office of the Correspondent) 0'�• (Co),��ont) This Certificate is intended for use as evidence of the placement of the insurance describein accordance with Section 1764 of the California Insurance Code. 0 0 uee Property Insurance • Declarations Chubb Group of Insurance Companies 15 Mountain View Road Warren, NJ 07059 Named Insured and Mailing Address Policy Number 3580-12-35 PHA DIGITAL MAP PRODUCTS,LLC 575 ANTON BLVD.#750 Effective Date JULY 26,2002 COSTA MESA,CA 92626 Issued by the stock insurance company indicated below, herein called the company. FEDERAL INSURANCE COMPANY Producer No. 0006467 Incorporated under the laws of INDIANA Producer JOHN BURNHAM&COMPANY 2415 CAMPUS DRIVE,#200 IRVINE,CA 92612-8530 • m� ssaxiw�ccoxce.:.ae�wceoxaemttr<:axwvxwextt,�sas: o.e ,�s. xioauraac�xsaazx Policy Period From: JULY 26,2002 To: JULY 26, 2003 12:01 A.M.standard time at the Named Insured's mailing address shown above. The following displays the premises covered under this insurance. Premises Summary PREMISES#1 575 ANTON BLVD.#750 COSTA MESA,CALIFORNIA 92626 3a`VkC'&�R .eA.'F:.R'Rt. S4"oSYb�:.3'K<e".A\WG '�}5"' Xnk .'6.�tdLY/5a.&.'b"rti'Mq:AYQSo�2'iA.'oa'.W.�CLN�:�)� PREMISES#2 2681 KELVIN AVE. IRVINE,CALIFORNIA 92614 RECEIVED EI V` ,C i._® AUG I � 2062 JOHN BURNHAM & CO. Property insurance Issue pate: AUGUST 3,2002 continued Form 90-02-0005(Ed.4.94) Declarations Page 1 Premises Summary (continued) • THIS PAGE INTENTIONALLY LEFT BLANK • • Property Insurance Issue Date: AUGUST 3,2002 continued Form 80-02-0005(Ed.4.94) Declarations Page 2 or�uBe Property Insurance • • Declarations Chubb Group of Insurance Companies 15 Mountain View Road Warren, NJ 07059 Named Insured and Mailing Address Policy Number 3580-12-35 PHA DIGITAL MAP PRODUCTS,LLC 575 ANTON BLVD.#750 Effective Date JULY 26,2002 COSTA MESA,CA 92626 Issued by the stock insurance company indicated below, herein called the company. FEDERAL INSURANCE COMPANY Producer No. 0006467 Incorporated under the laws of INDIANA Producer JOHN BURNHAM&COMPANY 2415 CAMPUS DRIVE,#200 IRVINE,CA 92612-8530 KCNFd'«O:}W:o]l9XR.`nYXKAC.%:ff.9.:aXSN2L:S..:dMA?\�a�AiA:.AS:.W..:.�'o.':�tFS:R'zSnO.Cc.'16>`:L:$:$:6.5W bR::d.`aWk?L .P.6YF.3AOSRT.`:RV:.R'SY U"/.n`�o��.JAMv"SSS3hN..�£'2.•'�O••XC'Kw" .SJlCY�Y..kS:k:.'e`:o:': • Policy Period From: JULY 26,2002 To: JULY 26,2003 12:01 A.M. standard time at the Named Insured's mailing address shown above. 1R.:A::^..".."."3.5nvV':SA(:L.W.:1Fk.v.S`k<6anC:AL')k:HI'S:`.W'::O<:.g:,+d<RUAO\w`K^"..vR:A+.:��F'R:pAFJAt::Y'#:riSY/"..RnDq`:.T.i`mW^.ieki.L'o��.w..�...:3:5`4iK•fAC�kGSkJ33.e.�w"'Q'td'X63'G¢.FY3.6'#:'d&tbk"R?ib:¢e':DYroA.i.`^..(6fio„vop+ y'J.C:a:'o Deductible $ 1,000 The deductible shown above applies to all coverages,except Business Income and Extra Expense,and all premises shown in this and all other property declarations,unless a specific deductible is shown following a coverage. EM.ffiiAi.O'uo:(D','.e:.<:4:9t:G`fRb:k.”bpi:SVn`Szb?:t�'.sa�"Y.NXosJ:<DfMK' .::k�Ce'Alkk`.'M:&W:S::�w^n`.' .nYCSW.CXC:rv''SnW�.�M1b 'dtl.�UF:C '.dR::dd?:K.`o`#A`.:3 y.'i%9.5S:o:Yu".eCdhw`tt:R:9TRA:iJ:d'QY.6N'N. The following displays the coverages provided at the premises stated below: Premises Coverages -Blanket Limits BLANKET LIMIT OF INSURANCE S 250,000 WAITING PERIOD 0 HOURS AUTOMATIC INCREASE IN LIMITS 25% COVERAGES PERSONAL PROPERTY BUSINESS INCOME WITH EXTRA EXPENSE EDP PROPERTY RESEARCH AND DEVELOPMENT PROPERTY • Property Insurance Issue Date: AUGUST 3,2002 continued Form 80-02-0005(Ed.4-94) Declarations Page 3 Premises Coverages • (continued) PREMISES#1 575 ANTON BLVD.#750 COSTA MESA,CALIFORNIA 92626 PREMISES#2 2681 KELVIN AVE. IRVINE,CALIFORNIA 92614 ::;a::x.,.::xaaac<r:a:Kra:Kxxso.:c:;amw:.;,u�.,M.aa:�::,^.w.:ao.::xw:o::.%�x:axaxceo:.:.arca��xak::a.:,;:xaezawAcavae?:x::mxaaxxa:a;•waaunco,vxxomaxuaxaaoaao?.xaaxcexkwwm.:w: LAPTOP COMPUTER COVERAGE LAPTOP COMPUTERS LIMIT OF INSURANCE $ 50,000 DEDUCTIBLE $ 2,500 LOSS PAYMENT BASIS REPLACEMENT COST A".!o>":ui'1cY.a:KKK#nS1R32VYb:�:g<(Sa�`.':','W':kii0:.[ai�WotiO'[i'QGF'.iC SY.'SYN.6A.:aY'!4?3i0i,+'au3:w:cu<:>:F?t2?"N.O:CY.e).'O'4ii0a:,O,:.�nSi6�5.'.NC�O�' bbF'nF�OA:0:4':6K'.WC"KWYO.ib`nV"XO'.Ci'3.'T.lRYll�v'SO"A:��.'AKYY'nnv:L}'SXPnOF>:5.'O:d:D1f<nli GLOBAL BLANKET LIMIT OF INSURANCE $50,000 DEDUCTIBLE $2,500 PERSONAL PROPERTY&EDP PROPERTY AT ANY OTHER LOCATION, IN TRANSIT,OR AT ANY EXHIBITION,FAIR OR TRADE SHOW • • Property Insurance Issue Date: AUGUST 3,2002 last page Form 80-02-0005(Ed.4-94) Declarations Page 4 C • co-,uee Aperty Insurance • Supplementary Declarations Chubb Group of Insurance Companies 15 Mountain View Road Warren, NJ 07059 Named Insured and Mailing Address Policy Number 3580-12-35 PHA DIGITAL MAP PRODUCTS,LLC 575 ANTON BLVD.#750 Effective Date JULY 26,2002 COSTA MESA,CA 92626 Issued by the stock insurance company indicated below, herein called the company. FEDERAL INSURANCE COMPANY Producer No. 0006467 Incorporated under the laws of INDIANA Producer JOHN BURNHAM&COMPANY 2415 CAMPUS DRIVE,#200 IRVINE,CA 92612-8530 s�xaxys.rmucaoetaNnccsan:.xuy�.�.�.asaca�uwrae.axxro.anx�xzrtt::ms��:�.an::o�'wx�nm�ace:,smnaxx�rz�x:�,x�aca�xa�:�,.tt?x.�sra%awrawaus:;�;.mxys:::r.Hyxesz • Policy Period From: JULY 26,2002 To: JULY 26,2003 12:01 A.M.standard time at the Named Insured's mailing address shown above. :<�.i..y�:ia.�':myi.;¢ata.:.samuax..axxzattm�nm�x�uax�'sszaaxid.:.+as.��xattcz�.ssrnttxcemxmhcmac�.ar.� '.cmarcu.�ae> Covered Premises $100,000 Blanket Limit Of Insurance The Blanket Limit Of Insurance shown above applies over all Coverages shown below.Unless otherwise stated,this Blanket Limit Of Insurance applies separately at each covered premises shown in the Declarations.Other than for Extra Expense Coverage,this Blanket Limit Of Insurance applies in excess of the applicable deductible shown in the Declarations.This Blanket Limit Of Insurance does not apply to Any Other Location;In Transit;Exhibition,Fair or Trade Show;Installation;or any Newly Acquired Premises or Newly Acquired or Constructed Property. At time of loss,the first Named Insured may elect to apportion this Blanket Limit Of Insurance to one or any combination of the Coverages shown,but under no circumstance will the aggregate apportionment be permitted to exceed the Blanket Limit Of Insurance shown above at any one covered premises.For the purpose of the application of this$100,000 Blanket Limit Of Insurance,all property at one premises shall constitute a single premises. Separate specific Limits Of Insurance may be purchased for each of these Coverages.If purchased,these Limits Of Insurance and any applicable deductible will be shown in the Declarations with the Coverage.If no deductible is shown in the Declarations with the Coverage,then the Property Deductible will apply.When a specific Limit Of Insurance is purchased for any of these Coverages,such specific Limit Of Insurance will apply in addition to whatever amount the fust Named Insured apportions to that Coverage at time of loss as provided in the previous paragraphs. The Coverages afforded in this Blanket Limit Of Insurance are subject to the applicable contracts which form a part of this policy.Extra Expense coverage is subject to: • Business Income With Extra Expense,if purchased;or • Extra Expense,if Business Income With Extra Expense is not purchased. Property Insurance continued Form 80-02-0056(Ed.2-98) Supplementary Declarations-Property Page 1 Coverages Included In The Blanket Limit Of Insurance • ACCOUNTS RECEIVABLE LEASEHOLD INTEREST- UNDAMAGED CONSEQUENTIAL LOSS TENANT'S IMPROVEMENTS& ELECTRONIC DATA PROCESSING PROPERTY BETTERMENTS EXTRA EXPENSE PERSONAL PROPERTY OF EMPLOYEES VALUABLE PAPERS >:�•`.'v".:::R.;qr49.:P.::isary.1::.C::t.2itoN;m'9.:Q:Gn„Sv.:::l6:k:i!QYs:>::k'iA'a:.0::ih:>\.:.:.f)�.w."x'.1.5;59.`.:.N::o,�'.'o.>,'.'.oar.:'f.?9.e!w:":if4:&;';CG�:%!w`:er,.AHD:e?+.26:'ri»R:Sm..b.:M..»:.:ah:6>`+J.�Y<tati#:!3R'-0A`k:NIRA.LN.q:'n3:'o3"m`:Ki:3.Y'Y.ihw Additional Property Coverages The Limits Of Insurance shown below are provided for the Additional Coverages shown at no additional cost to you. Except for: • Any Other Location; • In Transit; • Exhibition,Fair or Trade Show;or • Installation, these Limits Of Insurance apply separately at each premises shown in the Declarations. You may purchase increased Limits Of Insurance,and we will charge you an additional premium.If you purchase increased Limits Of Insurance for any of these Additional Coverages,the Limits Of Insurance shown in the Declarations will reflect your total Limit Of Insurance,including the Limits Of Insurance shown below. Any applicable deductible will be shown in the Declarations with the Additional Coverage.If no deductible is shown in the Declarations with the Additional Coverage, then the Property Deductible will apply. • ?a':.Q:uri?.':b3:A2'&'C6:x:�S.go..o'2:'to>ni.D`/.s:%.r.2'sc3.�YA:.A`fi5:..�' 'iAV.cF"a`.'dfM?RL:a':tl.;."C.arckd'o6.'Kx.Sc".tL'.ti :J.l�iG:t?D`.�:WEA•oZaaTa.65w[oY.. `:R.xuO'ota�X�:R:A%;Sp:WY��xu+'!R#x>•..tt3:; Additional Property Coverages Limit Of Insurance ANY OTHER LOCATION- ACCOUNTS RECEIVABLE $ 5,000 BUILDING COMPONENTS $ 10,000 ELECTRONIC DATA PROCESSING PROPERTY $ 25,000 FINE ARTS $ 5,000 PERSONAL PROPERTY $ 10,000 VALUABLE PAPERS $ 5,000 DEBRIS REMOVAL - PREMISES SHOWN IN THE DECLARATIONS $ 50,000 ANY OTHER LOCATION $ 20,000 IN TRANSIT $ 10,000 DEFERRED PAYMENTS $ 25,000 EXHIBITION, FAIR OR TRADE SHOW- ELECTRONIC DATA PROCESSING PROPERTY $ 2,500 FINE ARTS $ 2,500 PERSONAL PROPERTY $ 2,500 • Property Insurance continued Form 80-02-0056(Ed.2-98) Supplementary Declarations-Property Page 2 NE 0 0 �r,uss Property Insurance • Supplementary Declarations Effective Date JULY 26,2002 Policy Number 3580-12-35 PHA Additional Property Coverages Limit Of Insurance FINE ARTS $ 5,000 FIRE DEPARTMENT SERVICE CHARGES $ 25,000 INSTALLATION- ANY JOB SITE $ 20,000 IN TRANSIT $ 10,000 IN TRANSIT- ACCOUNTS RECEIVABLE $ 10,000 ELECTRONIC DATA PROCESSING PROPERTY $ 50,000 FINE ARTS $ 1,000 VALUABLE PAPERS $ 10,000 INVENTORY OR APPRAISALS $ 5,000 LOSS PREVENTION EXPENSES $ 5,000 • MONEY& SECURITIES- ON PREMISES $ 10,000 OFF PREMISES $ 5,000 OUTDOOR TREES, SHRUBS, PLANTS OR LAWNS $ 25,000 POLLUTANT CLEAN-UP OR REMOVAL $ 25,000 PROCESSING WATER $ 5,000 RKS."6:w'iW..R`.O+M,k'triutR'.:.RS'G.itiSA`�L.':d30Y:Rt:R:e`CGnS'Jb'.tl�W.'�'At ARK�SY�"b..mh'CNO:.R:�`¢.SCR�:.c�:.OSttCt A:xi6.'a .. .. The following displays the Coverages and the applicable Limits Of Insurance for: Newly Acquired Premises or Newly Acquired Or Constructed Property Coverages Limit Of Insurance BUILDING $1,000,000 PERSONAL PROPERTY $ 500,000 ELECTRONIC DATA PROCESSING EQUIPMENT $ 250,000 ELECTRONIC DATA PROCESSING MEDIA $ 25,000 ELECTRONIC DATA PROCESSING MEDIA DUPLICATES $ 25,000 TELEPHONE EQUIPMENT $ 25,000 FINE ARTS $ 10,000 • Property Insurance continued Form 80-02-0056(Ed.2-98) Supplementary Declarations-Property P899 ,9 You.may purchase increased Limits Of Insurance for any of the Newly Acquired Premises or Newly Acquired or Constructed Property • Limits Of Insurance shown above and we will charge you an additional premium.If you purchase such increased Limits Of Insurance, the Limits Of Insurance shown in the Declarations will reflect your total limit,including the Limits Of Insurance shown above. All other terms and conditions remain unchanged. Authorized Representative • • Property Insurance continued Form 80-02-0056(Ed.2-98) Supplementary Declarations-Property Page 4 0 0 oriuea Property Insurance • Supplementary Declarations Chubb Group of Insurance Companies 15 Mountain View Road Warren, NJ 07059 Named Insured and Mailing Address Policy Number 3580-12-35 PHA DIGITAL MAP PRODUCTS,LLC 575 ANTON BLVD.#750 Effective Date JULY 26,2002 COSTA MESA,CA 92626 Issued by the stock insurance company indicated below, herein called the company. FEDERAL INSURANCE COMPANY Producer No. 0006467 Incorporated under the laws of INDIANA Producer JOHN BURNHAM&COMPANY 2415 CAMPUS DRIVE,#200 IRVINE,CA 92612-8530 • Policy Period From: JULY 26,2002 To: JULY 26,2003 12:01 A.M.standard time at the Named Insured's mailing address shown above. .mxv` Y;:maa+.: c.`ba'3.x:. :b+.>4Acao:;J;.'xxwszx:¢r.5msamt<x:GAG'Dov.?xxxar;:mYxYG�`tnYxaz:WTdxaftw:ces0.`:arra. Sczccsar<R:ix:SQaxxivzas�EsrataAxaw:c. y.'o:SRURyi}..ztiibZ?xsx.R'sA'tarez :&�I.Wix; Additional Business Income Coverages The Limit Of Insurance shown below are provided for the Coverages shown at no additional cost to you.You may purchase increased Limits Of Insurance,and we will charge you an additional premium.If you purchase increased Limits Of Insurance for any of these Coverages, the Limits Of Insurance shown in the Declarations will reflect your total Limit Of Insurance, including the Limits Of Insurance shown below. Except for Dependent Business Premises,Any Other Location or Exhibition,Fair or Trade Show,the Limits Of Insurance shown below apply at each premises for which you have purchased a Limit Of Insurance for Business Income as shown in the Declarations. The Limit Of Insurance for Dependent Business Premises applies: • at each of your premises for which you have purchased a Limit Of Insurance for Business Income as shown in the Declarations; • separately to each occurrence,regardless of the number of dependent business premises that sustain covered direct physical loss or damage;and • only if such direct physical loss or damage causes a business income(or extra expense loss if Business Income With Extra Expense is purchased)at your premises for which you have purchased a Limit Of Insurance for Business Income as shown in the Declarations, provided that actual loss for such premises is the direct result of the covered direct physical loss or damage to the dependent • business premises. Property Insurance continued Form 60-02-0057(Ed.2-98) Supplementary Declarations-Business Income Page 1 If you increase the$100,000 Limit Of Insurance for Dependent Business Premises as provided for in this Supplementary • Declarations,such increased limit of insurance: • will be shown in the Declarations and will reflect your total Dependent Business Premises Limit Of Insurance at the applicable dependent business premises shown in the Declarations;and • is the most we will pay in any one occurrence at all premises for which a Limit Of Insurance for Business Income is shown in the Declarations. The Limit Of Insurance for Any Other Location or Exhibition,Fair or Trade Show applies within the coverage territory of this policy. `kEikkYA:iYe if:.2:>`xk:>�..YRkrorb`+5n`.i`>' :J:GoaRa):..JVW"Q'h`.:R4YiP.d+ioS.�6C` ::AY.C6:k `w`:R:R:#:'P.H'6.`o fM".::H'wSYn.'oiN %::R>X'S:CaUi;z::Y`GRn:.4T[SRk:&Rwwt'd#Q.btK�?N.:Qk6:iFd:Ak :#fQ:`enkki<>.e}YMKbW= Business Income Coverages Limit Of Insurance ANY OTHER LOCATION $ 10,000 CONTRACTUAL PENALTIES $ 5,000 DEPENDENT BUSINESS PREMISES $100,000 EXHIBITION, FAIR OR TRADE SHOW $ 5,000 FEES $ 5,000 LOSS OF UTILITIES $ 15,000 POLLUTANT CLEAN-UP OR REMOVAL $ 5,000 :'P.o:s?M"bh'.�Y.'W'.bik3:60.kkYdb'd<NY#Yi9:SkL.u.0".�X.'aYtY'Xd.'ft&WYm�1.#.R.:R' .SRS' 'A:fd 'GR:l:R#.W:Fb:uM`.&'. ` `.:'<59xAWt� 'n�`h',P.'AS01Yd'IdU,Yi1YCRX�LCtd` ?"P[.�A:6RSiMaLRYGQp. n.`k.b The following displays the coverage and the applicable Limit Of Insurance provided for each newly acquired premises: Newly Acquired Premises • Coverage Limit Of Insurance BUSINESS INCOME $100,000 All other terms and conditions remain unchanged. Authorized Representative • Property Insurance last page Form 80-02-0057(Ed.2-98) Supplementary Declarations-Business Income Page 2 i cNues Liability Insurance • Schedule of Forms Policy Period JULY 26,2002 TO JULY 26,2003 Effective Date JULY 26,2002 Policy Number 3580-12-35 PHA Insured DIGITAL MAP PRODUCTS,LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued AUGUST 3,2002 The following is a schedule of forms issued as of the date shown above: Edition Effective Date Form Number Date Form Name Date Issued 80-02-2393 2-98 EXCLUSION-ASBESTOS 07/26/02 08/03/02 80-02-0010 4-94 LIABILITY DECLARATIONS 07/26/02 08/03/02 80-02-2000 4-94 GENERAL LIABILITY 07/26/02 08/03/02 • 80-02-2012 6-98 EMPLOYEE BENEFITS ERRORS OR OMISSIONS 07/26/02 08/03/02 80-02-2047 8-98 LIABILITY GLOBAL EXTENSION 07/26/02 08/03/02 80-02-2328 4-94 CUMIS-CALIFORNIA 07/26/02 08/03/02 80-02-2345 12-00 EXCLUSION-EMPLOYMENT-RELATED PRACTICES 07/26/02 08/03/02 80-02-2347 4-94 EXCLUSION-PROFESSIONAL LIABILITY 07/26/02 08/03/02 80-02-2378 7-95 SPECIAL LIABILITY PROVISIONS 07/26/02 08/03/02 80-02-2507 4-94 AMENDED ERP-INTERNATIONAL 07/26/02 08/03/02 • last page Form 80-02-2999(ED.6-95) Schedule of Forms Page 1 otHuss Ability Insurance • • Declarations Chubb Group of Insurance Companies 15 Mountain View Road Warren, NJ 07059 Named Insured and Mailing Address Policy Number 3580-12-35 PHA DIGITAL MAP PRODUCTS,LLC 575 ANTON BLVD.#750 Effective Date JULY 26, 2002 COSTA MESA,CA 92626 Issued by the stock insurance company indicated below, herein called the company. FEDERAL INSURANCE COMPANY Producer No, 0006467 Incorporated under the laws of INDIANA Producer JOHN BURNHAM&COMPANY 2415 CAMPUS DRIVE,#200 IRVINE,CA 92612-8530 Policy Period • From: JULY 26,2002 To: JULY 26,2003 12:01 A.M. standard time at the Named Insured's mailing address shown above. Liability Coverage Limit Of Insurance GENERAL LIABILITY GENERAL AGGREGATE LIMIT $2,000,000 EACH OCCURRENCE LIMIT $ 1,000,000 ADVERTISING INJURY AND PERSONAL INJURY LIMIT $ 1,000,000 MEDICAL EXPENSE LIMIT $ 10,000 STATE: CALIFORNIA CLASSIFICATION CODE NUMBER 43152 CLASSIFICATION DESCRIPTION ELECTRONIC DATA PROCESSING-TIME SHARING (THIS CLASSIFICATION INCLUDES PRODUCTS/COMPLETED OPERATIONS) PREMIUM BASIS PREM/OPS EXPOSURE: AREA: 3,740 PREMISES/OPERATIONS RATE: 261.765 • EMPLOYEE BENEFITS ERRORS OR OMISSIONS AGGREGATE LIMIT $ 1,000,000 Liability Insurance Issue Date: AUGUST 3,2002 continued Form 80-02-0010(Ed.4-94) Declarations Page 1 Liability Coverage Limit Of Insurance • (continued) EACH CLAIM LIMIT $ 1,000,000 DEDUCTIBLE-EACH CLAIM $ 1,000 RETROACTIVE DATE JULY 26, 2002 • • Liability Insurance Issue Date:AUGUST 3,2002 lastpage Form 80-02-0010(Ed.4-94) Declarations Page 2 cHuee General Liability • Contract Words and phrases that appear in bold print have special meanings and are defined in the Definitions section of this contract. Throughout this contract the words"you" and"your"refer to the Named Insured shown in the Declarations of this policy,and any other person or organization qualifying as a Named Insured under this contract. The words "we," "us" and"our"refer to the company providing this insurance. In addition to the Named Insured,other persons or organizations qualify as insureds. Those persons or organizations and the conditions under which they qualify are identified in the Who Is Insured section of this contract. :.W.:S.wn2:0M.'tiNm2S'� R ':CfkR,vu.Ca.eYwlN'u:0Cw3:u(dYs'�".d:A:S:a<[Jf.':co #:w\`da6K1'A:k:Cu'k`3.u: 'Ce`.R:S: 'd'.hkbl,°nb`:SRv'n'6:."A".R:.9.R: SCCA'.h':.it'fS`M:1RibtY'vv:"�ddt"R:2`S`3H`.Y� Who Is Insured Sole Proprietorship If you are 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. Partnership Or Joint If you are a partnership or joint venture,you are an insured. Your members,your partners,and Venture their spouses are also insureds,but only with respect to the conduct of your business. • Other Organizations If you are an organization other than a partnership,joint venture or lttmted 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. Employees Your employees,other than your executive officers,are insureds,but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. No employee is an insured for: A. bodily injury or personal injury: 1. to you,your partners or members(if you are a partnership,joint venture or limited liability company),or to a co-employee while in the course of his or her employment or while performing duties related to the conduct of your business; 2. to the spouse,child,parent,brother or sister of that co-employee as a consequence of paragraph A.1. above;or 3. for which there is any obligation to share damages with or repay someone else who must pay damages because of an injury described in A.1.or A.2.above; Paragraphs A.1.,A.2.,and A.3.do not apply to officers or supervisors. B. property damage to property owned or occupied by or rented or loaned to that employee, any of your other employees,or any of your partners or members(if you are a partnership, joint venture or limited liability company). Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 3 of 25 Who Insured (continued) • Volunteer Workers Your volunteer workers(at your option)are insureds. Real Estate Manager Any person(other than your employee)or any organization while. I acting as your real, r estate: manager are insureds. Custodian Any person or organization having proper temporary custody of your property if you die are insureds,but only with respect to the maintenance or use of that property until your legal representative has been appointed. ......... Legal Representative Your legal representative is an insured,if you die. That representative will have all of your lights and duties,but is an insured only with respect to his duties as your legal representative. Permissive User Of Mobile With respect to mobile equipment registered in your name under any motor vehicle registration Equipment law: • any person is an insured while driving such equipment along a public highway with your permission;and • 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 equipment,and • only if no other insurance of any kind is available to that person or organization for this liability. No person or organization is an insured with respect to: • bodily injury to a co-employee of the person driving the equipment;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. Vendors Any vendor is an insured,but only with respect to bodily injury or property damage arising out of the distribution or sale of your products in the regular course of that vendor's business and only if products/completed operations coverage is provided under this contract. No vendor is an insured with respect to: • 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; • any express warranty unauthorized by you; • any physical or chemical change in your products made intentionally by the vendor; • Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 4 of 25 crtuiaB General Liability • • Who Is Insured Vendors repacking,unless unpacked solely for the purpose of inspection,demonstration,testing or the (continued) substitution of parts under instruction from the manufacturer and then repacked in the original container; • demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of your products; • your products which after distribution or sale by you have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance,by or for the vendor; • any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of your products; • any of your products or completed operations contained within the products-completed operations hazard which have been excluded from this insurance;or • any occurrence which takes place after the contract with the vendor expires or the end of the policy period,whichever comes fust. This insurance does not apply to any person or organization,as insured,from whom you have acquired your products or any ingredient,part or container,entering into,accompanying or containing your products. • Lessors O/Premises Any lessor of leased premises is an insured,but only with respect to liability arising out of the ownership,maintenance or use of that part of the premises leased to you and only if you are contractually obligated to provide such coverage as is afforded by this contract. No lessor is an insured with respect to: • any occurrence which takes place after you cease to be a tenant in the premises or the end of the policy period,whichever comes fust; structural alterations,new construction,or demolition operations performed by or on behalf of the lessor;or • bodily injury,property damage,advertising injury,or personal injury arising out of the sole negligence of the lessor. Lessors Of Leased Any lessor of equipment leased to you is an insured,but only with respect to bodily injury or Equipment property damage arising out of the maintenance,operation or use by you of the equipment and only if you are contractually obligated to provide such coverage as is afforded by this contract. No lessor is an insured with respect to: • any occurrence which takes place after any equipment lease expires or the end of the policy period,whichever comes fust;or • bodily injury or property damage arising out of the sole negligence of the lessor. Subsidiaries Or Newly If there is no other similar insurance available,the following will qualify to be a named insured: Acquired Or Formed Any financially controlled subsidiary of yours;or • Organizations Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 50f25 Who Is Insured • Subsidiaries Or Newly any organization you newly acquired or formed during the policy period,other than a Acquired Or Formed partnership,joint venture or limited liability company,and over which you maintain Organizations ownership or majority interest.This coverage is effective on the acquisition or formation date (continued) and is afforded only until the end of the policy period during which the acquisition or formation took place. No subsidiary or newly acquired or formed organization is an insured with respect to: • bodily injury or property damage that occurred before you acquired or formed the organization;or • advertising injury or personal injury arising out of an offense committed before you acquired or formed the organization. Limitation On Who Is No one is an insured for the conduct of any current or past partnership,joint venture or limited Insured liability company that is not shown as a named insured in the Declarations. :SSS:.�RiH:.1<iN:ib:G+.w.MR'a.:�`.hv.6criw:::9X4'.^S::G:.Ez#:6KiCG:ba`.3Q:2:okRSY::R::�:<k::DRb:6�.ta:.t0}YR`.".k`AM`YER�:#:':#R&M:�t6iCQtiX:i.�4:R'RYn..'6.tPN:a'0.tiYCCaYQw[i6W'2w:k"�b'�k.. "AY#>:..`G>Y>T.`SRGA:n.�' Coverage Bodily Injury, Property Subject to the applicable Limits Of Insurance,we will pay damages the insured becomes legally Damage, Advertising obligated to pay by reason of liability imposed by law or assumed under an insured contract for: Injury, And Personal Injury • bodily injury or property damage to which this insurance applies caused by an • occurrence;or • advertising injury or personal injury to which this insurance applies caused by an offense. This insurance applies to: • bodily injury or property damage which occurs during the policy period;and • advertising injury or personal injury caused by an offense conunitted during the policy period. Damages for bodily injury include damages claimed by any person or organization for care or loss of services resulting at any time from the bodily injury. Medical Expense Subject to the applicable Limits Of Insurance,we will pay each person who sustains bodily injury caused by an accident all medical expenses incurred and reported to us within three years from the date of the accident. The accident must take place during the policy period and the bodily injury must arise out of premises or operations for which you are afforded bodily injury liability coverage under this contract. The injured person must submit to examination,at our expense,by physicians of our choice as often as we reasonably require. - rmreuawa'9a�:<?.m;.✓axtt4mvmxv<r9xaRu9.�'��t%xVxa�9'w xw.'a::mac4arexz4mxce�x4o9s:�:%cteau�.aaaawaw:R:R:«n'.:x�rorcexa4c::u':>-gRea '9Xo�.�ttr�b�:.s'axoaw� e:.x>e9asMaX.x:> Limits Of Insurance The Limits Of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: • insureds; • claims made or suits brought;or • Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 6 ot25 Ic 0 0 criuss General Liability Limits Of Insurance persons or organizations making claims or bringing suits. (continued) The Limits Of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months,starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than 12 months. In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits Of Insurance. General Aggregate Limit Subject to the Each Occurrence Limit and the Advertising Injury And Personal Injury Limit,the General Aggregate Limit is the most we will pay for the sum of: • damages under bodily injury and property damage coverage,except damages because of bodily injury and property damage included in the products-completed operations hazard; • damages under advertising injury and personal injury coverage;and • medical expenses under Medical Expense coverage. Products-Completed Subject to the Each Occurrence Limn,the Products-Completed Operations Aggregate Limit is the Operations Aggregate Limit most we will pay for damages under bodily injury and property damage coverage included in the products-completed operations hazard. AdVertising Injury And The Advertising Injury And Personal Injury Limit is the most we will pay under advertising • Personal Injury Limit injury and personal injury coverage for the sum of all damages involving the same oral or written publication of material,or the same act,regardless of the frequency or repetition thereof,the number or kind of media used,and the number of claimants. Any amount paid for damages arising out of an offense will reduce the amount of the applicable Aggregate Limit available for payment of damages arising out of any other offense. If the applicable Aggregate Limit has been reduced by payment of damages to an amount that is less than the Advertising Injury And Personal Injury Limit stated in the Declarations,the remaining Aggregate Limit is the most that will be available for payment of damages arising out of any other offense. Each occurrence Limit The Each Occurrence Limit is the most we will pay for the sum of: • damages under bodily injury and property damage coverage;and • medical expenses under Medical Expense coverage because of all bodily injury and property damage arising out of any one occurrence. Any amount paid for damages arising out of an occurrence will reduce the amount of the applicable Aggregate Limit available for payment of damages arising out of any other occurrence. If the applicable Aggregate Limit has been reduced by payment of damages to an amount that is less than the Each Occurrence Limit stated in the Declarations,the remaining Aggregate Limit is the most that will be available for payment of damages arising out of any other occurrence. • Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 70/25 Limits Of Insurance • (continued) Medical Expense Limit Subject to the Each Occurrence Limit described above,the Medical Expense Limit is the most we will pay under Medical Expense coverage for all medical expense because of bodily injury sustained by one person. Investigation, Defense We will have the right and duty to defend any insured against a suit seeking damages for bodily And Payment Of injury,property damage,advertising injury,or personal injury. However,we will have no Damages duty to defend any insured against a suit seeking damages to which this insurance does not apply. We may at our discretion investigate any occurrence or offense and settle any claim or suit that may result. The amount we will pay for damages is limited as described in Limits Of Insurance.Our right and duty to defend end when we have used up the applicable Limit Of Insurance in the payment of judgements or settlements under bodily injury,property damage,advertising injury,personal injury or medical expense. We have no further obligation or liability to pay sums or perform acts or services unless explicitly provided for under Supplementary Payments shown below. Cu.:n?S2a::RA:e.4`RixT.>�8'A':'o';.Ei'o�'4:arec:,o,:� ..K:�C:0.5#.tank¢:HRhSacE:itb;b.'4�WY.ATS`.:e:1k::'<eoSw77•CS.Q><aYk:S:WF.1tCP.�b%3:3h�h�tk6.0C�'Y.'�.SMS�i;'P:M1G:L�`R:Q:?;RNSd'e"b' Supplementary We will pay,with respect to any claim we investigate or settle,or any suit against an insured we Payments defend: • all expenses we incur; • up to$2000 for the cost of bail bonds required because of accidents or traffic law violations • arising out of the use of any vehicle to which the bodily injury liability coverage applies. We do not have to furnish these bonds; • the premium amount of bonds to release attachments,but only for premium amounts within the amount of insurance available. We do not have to furnish these bonds; • reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit,including actual loss of earnings up to$300 a day because of time off from work; • costs taxed against the insured in the suit; • prejudgment interest awarded against the insured on that pan of the judgment we pay. If we make an offer to pay the applicable Limit Of Insurance,we will not pay any prejudgment interest based on that period of time after the offer;and • all interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid,offered to pay,or deposited in court the part of the judgment that is within the applicable Limit Of Insurance. These payments will not reduce the Limits Of Insurance. Coverage Territory This insurance applies anywhere. However,the insured's responsibility to pay damages must be determined in a suit on the merits,in the United States of America,its territories or possessions, Canada or Puerto Rico,or in a settlement we agree to. A`.:!.).`Fd` 9#>`b�33.ffA:i<r.0i'oic:p2'<i<iwc'.'A`:4:YA`K',hVCEiGAG9.S'A`�:.G' Y.Y.NR'S.kiKi�FSPXN:YTR:::Pw%HR:&Y'.PY'.P§:kY&:Ria`2YoWYdh'vK#CR&YRY."RM?tY<h:� .erg„ tl:S.o-iS�`.'SYC.S:C&:.,>..M..`: • Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 8 or 25 IEGeneral Liability • Bodily In jury/Property None of the following exclusions,except Contractual Liability and Expected or Intended Injury, Damage Exclusions apply to damage to premises rented to you. Aircraft, Auto Or Watercraft This insurance does not apply to bodily injury or property damage arising out of the ownership, maintenance,use,operation,loading or unloading,or entrustment to others of any: • aircraft; • auto;or • watercraft which any insured owns,operates,rents or borrows. This exclusion does not apply to: A. watercraft on land at your premises; B. watercraft that you do not own that is: 1. less than 55 feet long;and 2. not being used to carry persons or property for a charge; C. parking an auto on,or on the ways next to,premises you own or rent,provided the auto is not owned by or rented or loaned to you or the insured; D. liability assumed under any insured contract for the ownership,maintenance,or use of aircraft,or watercraft; • E. bodily injury or property damage arising out of the operation of any of the equipment listed in paragraph F.2.or F.3.of the definition of mobile equipment;or F. aircraft you do not own,provided: 1. the pilot in command holds a currently effective certificate,issued by the duly constituted authority of the United States of America or Canada,designating him or her a commercial or airline transport pilot; 2. it is rented with a trained,paid crew;and 3. it is not being used to carry persons or property for a charge. Contractual Liability This insurance does not apply to bodily injury or property damage for which the insured 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 insured would have in the absence of the contract or agreement;or • assumed in an oral or written contract or agreement that is an insured contract,provided the bodily injury or property damage occurs subsequent to the execution of the contract or agreement. When a claim for such bodily injury or property damage is made,we will defend that claim provided the insured has assumed the obligation to defend such claim in the insured contract. Such defense payments will not reduce the Limits of Insurance. • Liability Insurance Form 80-02-20W(Ed.4-94) Contract Page 9 or25 Bodily Injury/Property Damage Exclusions • (continued) Damage To Impaired This insurance does not apply to property damage to impaired property or property that has not Property been physically injured arising out of: • a defect,deficiency,inadequacy,or dangerous condition in your product or your work;or a delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to your product or your work after it has been put to its intended use. Damage To Property Of This insurance does not apply to property damage to. Others (Care, Custody Or Control) Personal properly of others you rent; • property of others you hold for sale or entrusted to you for storage or safekeeping; • property of others on your premises for the purpose of having operations performed on such property by you or on your behalf, • tools or equipment of others while being used by you in performing your operations;or • property of others in your custody which you will be installing,erecting,or using in construction. This exclusion does not apply to liability assumed under a sidetrack agreement. • Damage To Your Product This insurance does not apply to property damage to your product arising out of it or any part of it. Damage To Your Work This insurance does not apply to property damage to your work arising out of it or any part of it and included in the products-completed operations hazard. This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. Employer's Liability This insurance does not apply to bodily injury to: A. an employee of the insured arising out of and in the course of: 1. employment by the insured;or 2. performing duties related to the conduct of the insured's business;or B. the spouse,child,parent,brother or sister of that employee as a consequence of A.above. This exclusion applies: • whether the insured may be liable as an employer or in any other capacity;and • Liability Insurance Form 80-02-2000(Ed.4-94) contract Page 10 of 25 0 9 l u usB General Liability • Bodily InjurylProperty Damage Exclusions Employer's Liability to any obligation to share damages with or repay someone else who must pay damages (continued) because of the injury. This exclusion does not apply to liability assumed by the insured under an insured contract. Expected Or Intended This insurance does not apply to bodily injury or property damage which results from an act that: Injury • is intended by the insured;or • can be expected from the standpoint of a reasonable person to cause bodily injury or property damage,even if the injury or damage is of a different degree or type than actually intended or expected. This exclusion does not apply to bodily injury resulting from the use of reasonable force to protect persons or property. X.X-�:XXIX Liquor Liability This insurance does not apply to bodily injury or property damage for which any insured may be held liable by reason of.- • causing or contributing to the intoxication of any person; • the furnishing of alcoholic beverages to a person under the legal drinking age or under the • influence of alcohol;or • any statute,ordinance or regulation relating to the sale,gift,distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing,distributing,selling, serving or furnishing alcoholic beverages. Product Recall This insurance does not apply to bodily injury or property damage claimed for any loss,cost,or expense incurred by you or others for the loss of use,withdrawal,recall,inspection,repair, replacement,adjustment,removal or disposal of., • your product; • your work;or • impaired property if such product,work,or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect,deficiency,inadequacy,or dangerous condition in it. ........... • Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page I I ot25 Bodily Injury/Property • Damage Exclusions (continued) Property Formerly owned This insurance does not apply to property damage to premises you sell,give away or abandon,if the property damage arises out of any part of those premises. This exclusion does not apply if the premises are your work and were never occupied,rented,or held for rental by you. Property Owned This insurance does not apply to property damage to property you own. z: Transportation Of Mobile This insurance does not apply to bodily injury or property damage arising out of the Equipment transportation of mobile equipment by an auto owned or operated by or rented or loaned to any insured. o Workers'Compensation This insurance does not apply to any obligation of the insured under a workers compensation, And Similar Laws disability benefits Or unemployment compensation law or any similar law. Advertising Injury/ Personal Injury Exclusions Advertising, Broadcasting, This insurance does not apply to advertising injury or personal injury arising out of an offense • Publishing, Telecasting or committed by an insured whose business is advertising,broadcasting,publishing,telecasting or Telemarketing Business telemarketing. This exclusion does not apply to offenses A,B,or C. under the definition of personal injury. Breach Of Contract This insurance does not apply to advertising injury arising out of breach of contract. Contractual Liability This insurance does not apply to advertising injury or personal injury for which the insured 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 insured would have in the absence of the contract or agreement;or assumed in a written contract or agreement that is an insured contract,provided the advertising injury or personal injury results from an offense committed subsequent to the execution of the contract or agreement. When a claim for such advertising injury or personal injury is made,we will defend that claim provided the insured has assumed the obligation to defend such claim in the insured contract. Such defense payments will not reduce the Limits of Insurance. •........... Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 12 of 25 0 0 tusB General Liability • Advertising Injury/ Personal Injury Exclusions (continued) Failure To Conform To This insurance does not apply to advertising injury arising out of the failure of goods,products or Advertising services to conform with advertised quality or performance. Intentional Falsehoods This insurance does not apply to advertising injury or personal injury arising out of oral or written publication of material if done by or at the direction of the insured with knowledge of its falsity. .......... Prior Acts This insurance does not apply to advertising injury or personal injury arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. Willful Violations This insurance does not apply to advertising injury or personal injury arising out of the willful violation of a penal statute or ordinance committed by or with the knowledge or consent of the insured. • Wrong Description This insurance does not apply to advertising injury arising out of the wrong description of the price of goods,products or services. Medical Expense Exclusions Athletic Activities This insurance does not apply to medical expense for bodily injury to any person taking part in athletics. . ............................ Injury To An Insured This insurance does not apply to medical expense for buddy injury to any insured. Products-Completed This insurance does not apply to medical expense for bodily injury included within the products Operations completed operations hazard. -XX a Workers'Compensation This insurance does'not'apply to medical expense for bodily injury to a person,whether or not an And Similar Laws employee of any insured,if benefits for the bodily injury are payable or must be provided under a workers'compensation or disability benefits law or a similar law. • Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 13 o125 Policy Exclusions • Intellectual Property This insurance does not apply to bodily injury,property damage,advertising injury or personal injury arising out of or directly or indirectly related to the actual or alleged publication or utterances of oral or written statements,whether made in advertising or otherwise,which is claimed as an infringement,violation or defense of any of the following rights or laws: • copyright,other than infringement of copyrighted advertising materials; • patent; • trade dress; • trade secrets;or • trademark or service mark or certification mark or collective mark or trade name, other than trademarked or service marked titles or slogans. Nuclear Energy A. This insurance does not apply to bodily injury,nuclear property damage,advertising injury or personal injury: 1. with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters,Nuclear Insurance Association of Canada or any of their successors,or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability;or 2. resulting from the hazardous properties of nuclear material and with respect to which(a)any person or organization is required to maintain financial protection • pursuant to the Atomic Energy Act of 1954,or any law amendatory thereof,or(b)the insured is,or had this policy not been issued would be,entitled to indemnity from the United States of America,or any agency thereof,under any agreement entered into by the United States of America,or any agency thereof,with any person or organization. B. Under any Medical Expense coverage,this insurance does not apply to expenses incurred with respect to bodily injury resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. C. This insurance does not apply to bodily injury,nuclear property damage,advertising injury,or personal injury resulting from the hazardous properties of nuclear material,if: 1. the nuclear material(a)is at any nuclear facility owned by,or operated by or on behalf of,an insured or(b)has been discharged or dispersed therefrom; 2. the nuclear material is contained in spent fuel or nuclear waste at any time possessed,handled,used,processed,stored,transported or disposed of by or on behalf of an insured;or 3. the bodily injury,nuclear property damage,advertising injury or personal injury arises out of the furnishing by an insured of services,materials,parts or equipment in connection with the planning,construction,maintenance,operation or use of any nuclear facility,but if such facility is located within the United States of America,its territories or possessions or Canada,this exclusion 3.applies only to nuclear property damage to such nuclear facility and any property therein. Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 14 0125 oNuse General Liability Policy Exclusions (continued) Pollution A. This insurance does not apply to bodily injury,property damage,advertising injury,or personal injury arising out of the actual,alleged,or threatened discharge,dispersal, seepage,migration,release,or escape of pollutants: 1. at or from any premises,site or location which is or was at any time owned or occupied by,or rented or loaned to,any insured; 2. at or from any premises,site or location which is or was at any time used by or for any insured or others for the handling,storage,disposal,processing or treatment of waste; 3. which are or were at any time transported,handled,stored,treated,disposed of,or processed as waste by or for any insured or any person or organization for whom you may be legally responsible;or 4, at or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations: a. if the pollutants are brought on or to the premises,site or location in connection with such operations by such insured,contractor or subcontractor;or b. if the operations are to test for,monitor,clean up,remove,contain,treat, detoxify,or neutralize,or in any way respond to,or assess the effects of pollutants. • Subparagraphs A.1.and A.4.a.do not apply to bodily injury,property damage,advertising injury,or personal injury arising out of heat,smoke or fumes from a hostile fire. B. This insurance does not apply to any loss,cost or expense arising out of any 1. request,demand or order that any insured or others test for,monitor,clean up, remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of pollutants;or 2. claim or suit by or on behalf of a governmental authority for damages because of testing for,monitoring,cleaning up,removing,containing,treating,detoxifying,or neutralizing or in any way responding to,or assessing the effects of pollutants. This exclusion does not apply to damage to premises rented to you caused by fire,explosion,smoke or leakage from fire protective equipment. >:tt ;�ec�tt�. �aeasamsn�mamuxttcc�tta�:�mxza:�.me..�aaaxicewx�ttrx�� Liability Conditions Arbitration We are entitled to exercise all of the insured's rights in the choice of arbitrators and the conduct of any arbitration proceeding,except when the proceeding is between us and the insured. Bankruptcy Bankruptcy or insolvency of the insured or the insureds estate will not relieve us of any obligation to which this insurance applies. • Liability insurance Form 8402-2000(Ed.4-94) contract Page 15 o125 Liability Conditions • (continued) Duties 1n The Event Of A. You must see to it that we are notified as soon as practicable of an occurrence or an offense Occurrence, Offense, which may result in a claim. To the extent possible,notice should include: Claim Or Suit 1. how,when and where the occurrence or offense took place; 2. the names and addresses of any injured persons and witnesses;and 3. the nature and location of any injury or damage arising out of the occurrence or offense. B. If a claim is made or suit is brought against any insured,you must: 1. immediately record the specifics of the claim or suit and the date received;and 2. notify us in writing as soon as practicable. C. You and any other involved insured most: 1. immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or suit; 2. authorize us to obtain records and other information; 3. cooperate with us in the: a. investigation or settlement of the claim or b. defense of the suit;and 4. assist us,upon our request,in the enforcement of any right against any person or • organization which may be liable to the insured because of injury or damage to which this insurance may also apply. D. No insureds will,except at that insured's own cost,make a payment,assume any obligation, or incur any expense,other than for fust aid,without our consent. E. Notice given by or on behalf of: 1. theinsured; 2. the injured person;or 3. any other claimant; to any licensed agent of ours with particulars sufficient to identify the insured shall be deemed notice to us. F. Knowledge of an occurrence or offense by any agent or employee of the insured will not constitute knowledge by the insured,unless an officer or his designee receives such notice from its agent or employee. G. Failure of an agent or employee of the insured,other than an officer or his designee,to notify us of any occurrence or offense which he knows about will not affect the insurance afforded you by this contract. H. If the insured reports any occurrence or offense as a Workers Compensation claim which later develops into a liability claim,the failure to report such occurrence or offense to us will not violate this provision provided the insured gives us immediate notice as soon as they are made aware of the fact that the occurrence or offense is a claim under this contract. Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 16 of 25 C • • cf.uss General Liability • Liability Conditions (continued) Legal Action Against Us No person or organization has a right under this insurance: • to join us as a party or otherwise bring us into a suit asking for damages from an insured;or • to sue us on this insurance 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 obtained after: • an actual trial in a civil proceeding; • an arbitration proceeding;or • an alterative resolution proceeding, but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable Limits of Insurance. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under bodily injury,property damage,advertising injury or personal injury coverage of this insurance,our obligations are limited as follows: Primary Insurance This insurance is primary except when the Excess Insurance provision described below applies. • If this insurance is primary,our obligations are not affected unless any of the other insurance is also primary. Then we will share with all that other insurance by the method described in the Method of Sharing provision described below. Excess Insurance This insurance is excess over any of the other insurance,whether primary,excess,contingent or on any other basis: A. that is Fire,Extended Coverage,Builders'Risk,Installation Risk or similar coverage for your work; B. that is Fire insurance for premises rented to you; C. if the loss arises out of the maintenance or use of aircraft,autos or watercraft to the extent not subject to the Aircraft,Auto Or Watercraft exclusion;or D. that is valid and collectible bodily injury,property damage,advertising injury,or personal injury insurance: 1. provided you by anyone working under contract for you;or 2, provided by another party's policy to which you have been added as an additional insured. When this insurance is excess,we will have no duty under bodily injury,property damage, advertising injury or personal injury coverages to defend any insured against a suit that any other insurer has a duty to defend. 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. • Liability Insurance Form 80.02-2000(Ed.4-94) Contract Page 17 of25 Liability Conditions • Other Insurance When this insurance is excess over other insurance,we will pay only our share of the amount of the (continued) loss,if any,that exceeds the sum of: • the total amount that all such other insurance would pay for the loss in the absence of this insurance;and • 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 purchased specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes fust. 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. Premium Audit We will compute all premiums for this insurance in accordance with our rules and rates. In accordance with the Estimated Premiums section of the Premium Summary,premiums identified by an asterisk are estimated premiums and are subject to audit.In addition to or in lieu of such designation in the Premium Summary,premiums may be designated as estimated premiums in the • Liability Insurance Section of this policy.In that event,these premiums will also be subject to audit and the second paragraph of the Estimated Premiums section of the Premium Summary will apply. Separation Of Insureds Except with respect to the Limits Of Insurance and any rights or duties specifically assigned in this insurance to the first named insured,this insurance applies: • as if each named insured were the only named insured;and • separately to each insured against whom claim is made or suit is brought. Transfer Of Rights Of If the insured has rights to recover all or part of any payment we have made under this insurance, Recovery those rights are transferred to us. The insured must do nothing after loss to impair them. At our request,the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expense. A)'Mv;. xMq +hF'o:0P:4:`..�fR.b`.`iW#. .iStl�iW."la.M4rit�`45iM�S.Y�.i��`G4V.f..he�:RStt:AtY.f. ":S'�`.P�:flY3Y9.S.M: • Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 18 o125 Ic General 0 General Liability • Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT: Advertising Advertising means any advertisement,publicity article,broadcast or telecast. Advertising Injury Advertising injury means injury,nj.ury,other than bodily injury or personal injury,arising solely out of one or more of the following offenses committed in the course of advertising of your goods, products or services: • oral or written publication of advertising material that Slanders or libels a person or organization; • oral or written publication of advertising material that violates a person's right of privacy;or • infringement of copyrighted advertising materials or infringement of trademarked or service marked titles or slogans. X Agreed Settlement Agreed settlement means a settlement and release of liability signed by us,the insured and the claimant or the claimant's legal representative. xxc:X Auto Auto means a land motor vehicle,trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment. But auto does not include mobile equipment. X -------- • Bodily Injury Bodily injury means physical: injury, • sickness,or • disease sustained by a person and,if arising out of the foregoing,mental anguish,mental injury,shock, humiliation or death at any time. Employee Employee includes a]eased worker but does not include a temporary worker. XX� Executive Officer Executive officer means a person holding any of the officer positions created by your charter, constitution or by-laws. ........ Hazardous Properties Hazardous properties includes radioactive,toxic or explosive properties. Hostile Fire Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. Impaired Property Impaired property means tangible property,other than your product or your work,that cannot be used or is less useful because: • it incorporates your product or your work that is known or thought to be defective, deficient,inadequate,or dangerous;or Liability Insurance Form si>-02-2000(Ed-4-94) Contract Page 19 o125 Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT: • Impaired Property you have failed to fulfill the terms of a contract or agreement; (continued) if such property can be restored to use by: • the repair,replacement,adjustment,or removal of your product or your work;or • your fulfilling the terms of the contract or agreement. Insured Insured means any person or organization qualifying as an insured under the Who Is Insured provision and against whom claim is made or suit is brought. Insured Contract Insured contract means: • a lease of premises; • a sidetrack agreement; • an easement or license agreement; • an obligation as required by ordinance,to indemnify a municipality,except in connection with work for a municipality; • an elevator maintenance agreement; • that part of any other contract or agreement pertaining to your business(including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for boddy injury,property • damage,advertising injury,or personal injury to a third person or organization. An insured contract does not include that part of any contract or agreement that indemnifies an architect,engineer or surveyor for injury or damage arising out of: • preparing,approving or failing to prepare or approve maps,drawings,opinions,reports, surveys,change orders,designs or specifications;or • giving directions or instructions,or failing to give them,if that is the primary cause of the injury or damage. ................�'X ..... ........ Leased Worker Leased worker means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing funt,to perform duties related to the conduct of your business. Leased worker does not include a temporary worker. Loading or Unloading Loading or unloading means the handling of property; • after it is moved from the place where it is accepted for movement into or onto an aircraft, auto or watercraft; • while it is in or on an aircraft,auto or watercraft;or • while it is being moved from an aircraft,auto or watercraft to the place where it is finally delivered. Loading or unloading does not include the movement of property by means of a mechanical device,other than a hand truck,that is not attached to the aircraft,auto or watercraft. .... .... Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 20of25 0 0 CGeneral Liability • Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT: (continued) Medical Expense Medical expenses means reasonable expenses for: • first aid administered at the time of an accident; • necessary medical,surgical,x-ray,and dental services,including prosthetic devices;and • necessary ambulance,hospital,professional nursing and funeral services. Mobile Equipment Mobile equipment means any of the following types of land vehicles,including any attached machinery or equipment: A. bulldozers,farm machinery,forklifts and other vehicles designed for use principally off public roads; B. vehicles maintained for use solely on or next to premises you own or rent; C. vehicles that travel on crawler treads; D. vehicles,whether self-propelled or not,maintained primarily to provide mobility to permanently mounted: 1, power cranes,shovels,loaders,diggers or drills;or 2. road construction or resurfacing equipment such as graders,scrapers or rollers; • E. vehicles not described in A.,B.,C.or D.above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: 1, air compressors,pumps and generators,including spraying,welding,building cleaning,geophysical exploration,lighting and well servicing equipment;or 2. cherry pickers and similar devices used to raise or lower workers;and F. vehicles not described in A.,B.,C.or D.above maintained primarily for purposes other than the transportation of persons or cargo. However,self-propelled vehicles with the following types of permanently attached equipment are not mobile equipment but will be considered autos: 1. equipment designed primarily for: a. snow removal; b. road maintenance,but not construction or resurfacing; C. street cleaning; 2. cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers;and 3. air compressors,pumps and generators,including spraying,welding,building cleaning,geophysical exploration,lighting and well servicing equipment. • Liability Insurance Form 80-02-2000(Ed 4-94) Contract Page 21 of 25 Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT.- (continued) ONTRACT:(continued) Nuclear Facility Nuclear facility means: A. any nuclear reactor; B. any equipment or device designed or used for: 1. separating the isotopes of uranium or plutonium; 2. processing or utilizing spent fuel;or 3. handling,processing or packaging nuclear waste; C. any equipment or device used for the processing,fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof,or more than 250 grams of uranium 235; D. any structure,basin,excavation,premises or place prepared or used for the storage or disposal of nuclear waste, and includes the site on which any of the foregoing is located,all operations conducted on such site and all premises used for such operations. Nuclear Material Nuclear material means source material,special nuclear material or by-product material. Nuclear Property Damage Nuclear property damage means property damage including all forms of radioactive contamination of property. Nuclear Reactor Nuclear reactor means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. Nuclear Waste Nuclear waste means any waste material. A. containing by-product material other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its source material content;and B. resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph A.or B. Occurrence Occurrence means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. • Liability Insurance Form 8402-2000(Ed.4-94) Contract Page 22 of 25 CE • • p- General Liability Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT: (continued) Personal Injury Personal injury means injury,other than bodily injury,arising out of one or more of the following offenses committed in the course of your business,other than your advertising: A. false arrest,detention or imprisonment; B. malicious prosecution; C. the wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room,dwelling or premises that a person or persons occupy,by or on behalf of its owner,landlord or lessor; D. oral or written publication of material that slanders or libels a person or organization; E. oral or written publication of material that violates a person's right of privacy;or F. discrimination(unless insurance thereof is prohibited by law)based on race,color,religion, sex,age or national origin;except when alleged,charged or suffered by any: 1, applicant for employment; 2. present or former employee;or 3. prospective employee. Pollutants Pollutants means any solid,liquid,gaseous or thermal irritant or contaminant,including smoke, • vapor,soot,fumes,acids,alkalis,chemicals and waste. Waste includes materials to be disposed of, recycled,reconditioned or reclaimed. Products-Completed 1. Products-completed operations hazard includes all bodily injury and property damage Operations Hazard occurring away from premises you own or rent and arising out of your product or your work except: • products that are still in your physical possession;or • work that has not yet been completed or abandoned. 2. Your work will be deemed completed at the earliest of the following times: • when all of the work called for in your contract has been completed. • when all of the work to be done at the site has been completed if your contract calls for work at more than one site; • when that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service,maintenance,correction,repair or replacement,but which is otherwise complete,will be treated as completed. 3. This hazard does not include bodily injury or property damage arising out of: • the transportation of property,unless the injury or damage arises out of a condition in or on a vehicle created by the loading or unloading of it; • Liability Insurance Form 8602-2000(Ed.4-94) Contract Page 23 of 25 Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT: • Products-Completed the existence of tools,un-installed equipment or abandoned or unused materials; Operations Hazard products or operations for which the classification in our manual rules includes products or (continued) completed operations. Property Damage Property damage means: • physical injury to tangible property including the resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it;or • loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the occurrence that caused it. Source Material Special Source material,special nuclear material,and by-product material have the meanings given Nuclear Material, and BY- them in the Atomic Energy Act of 1954 or in any law amendatory thereof. Product Material Spent Fuel Spent fuel means any fuel element or fuel component,solid or liquid,which has been used or exposed to radiation in a nuclear reactor. Suit Suit means a civil proceeding in which damages because of bodily injury,property damage, advertising injury or personal injury to which this insurance applies are alleged.Suit also • includes: • an arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent;or • any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. Temporary Worker Temporary worker means a person who is furnished to you for a finite time period to support or supplement your work force in special work situations such as employee absences,temporary skill shortages and seasonal workloads. Your Product Your product means: A. any goods or products,other than real property,manufactured,sold,handled,distributed or disposed of by: 1. you; 2. others trading under your name;or 3. a person or organization whose business or assets you have acquired;and B. containers(other than vehicles),materials,parts or equipment furnished in connection with such goods or products. • Liability Insurance Form 80-02-2000(Ed.4-94) Contract Page 24 o125 0 0 uBB General Liability • Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT: Your Product Your product includes: (continued) warranties or representations made at any time with respect to the fitness,quality,durability, performance or use of your product;and. • the providing of or failure to provide warnings or instructions Your product does not include vending machines or other property rented to or located for the use of others but not sold. Your Work Your work means: • work or operations performed by you or on your behalf;and • materials,parts or equipment furnished in connection with such work or operations. Your work includes: • warranties or representations made at any time with respect to the fitness,quality,durability, performance or use of your work;and • the providing of or failure to provide warnings or instructions. • • Liability Insurance Form 80-02-2000(Ed.4-94) contract Page 25 or 25 9. CLAIMS DENIED FOR CAROLINE ARGO,CHRISTIAN GAARD,JUSTIN GAARD, F JESSICA GAARD, MIKE GAARD, PHONDA GOULD, JOSH GOULD, JASON - GOULD, AND HENRY GOULD BASED UPON THE INVESTIGATION AND RECOMMENDATION OF THE CITY'S INSURANCE ADJUSTER,CARL WARREN & COMPANY (170.70) 10. INVESTMENT POLICY FOR THE CITY OF SAN JUAN CAPISTRANO APPROVED FOR FISCAL YEAR 2002-2003;AND,THE CITY CLERK DIRECTED TO FORWARD THE INVESTMENT POLICY TO THE CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION (350.30) 11. AGREEMENTWITH THE COUNTY OF ORANGEANIMAL CONTROL SERVICES FOR FISCAL YEAR 2002-2003 APPROVED IN A PROVISIONAL AMOUNT OF $51,732; AND, THE MAYOR AUTHORIZED TO EXECUTE THE AGREEMENT (600.50) 12. SECOND AMENDMENT APPROVED TO THE INTEGRATED SOLID WASTE MANAGEMENT COLLECTION AGREEMENT ESTABLISHING RATES FOR COMMERCIAL RECYCLING AND OVERFLOW CHARGES (CR&R/SOLAG) (600.30) �3. FIVE-YEAR CITY GIS SUBSCRIPTION AGREEMENT APPROVED WITH DIGITAL MAP PRODUCTS, LLC, IN THE AMOUNT OF$26,968.48 FOR THE FIRST YEAR AND $29,302.88 FOR EACH YEAR FOLLOWING; AND, MAYOR AUTHORIZED TO EXECUTE THE AGREEMENT (600.30) PUBLIC HEARINGS: 1. LOCAL LAW ENFORCEMENT BLOCK GRANT FUNDS APPROVED TO INCLUDE: $1,500 TO THE DRUG USE LIFE ABUSE PROGRAM; $1,000 TO SOUTH ORANGE COUNTY DRUG COURT; $1,000 SOUTH ORANGE COUNTY DOMESTIC VIOLENCE PROGRAM; $3,000 FOR PURCHASE OF EQUIPMENT AND SUPPORT FOR CRIME PREVENTION AND ENFORCEMENT PROGRAMS; AND, $14,750 TO OFF-SET COST OF SPECIAL ENFORCEMENT PROGRAM OVERTIME. (580.10) Project Description:. Under the terms of the Local Law Enforcement Block Grant Program funds are made available forthe purpose of reducing crime and improving public safety. Funds allocated for the City of San Juan Capistrano will be utilized for additional overtime patrols, police equipment, domestic violence program, drug awareness program and, support of crime prevention and enforcement programs. Under the terms of the grant, the City will received $16,425 with a contribution from the City in the amount of$1,825. City Council Minutes 4 10-1-02 .' M. 10/1/2002 AGENDA ITEM D 13 TO: George Scarborough, City Manager FROM: Cynthia L. Russell, Administrative Services Director SUBJECT: Consideration of Five-Year Subscription Agreement for CityGIS Service (Digital Map Products, LLC) RECOMMENDATION: By Motion, approve the Five-Year CityGIS Subscription Agreement with Digital Map Products, L.L.C. In the amount of$26,968.48 for the first year and$29,302.88 for each year following and authorize the Mayor to execute the Agreement. SITUATION: A. Summary and Recommendation As part of the FY 2002/03, the City Council approved funding to implement a product that would provide the ability to use the City's GIS information on a day-to-day basis to assist with various tasks. CityGIS, created by Digital Map Products, LLC provides immediate access to flood information, geohazard information, aerial photography, parcel information,parcel notification,and infrastructure information to assist field and office staff, as well as the general public. This program can be linked to existing information which has been digitized throughout the City (building, engineering, planning records, code enforcement). This system will also enhance our emergency response program and provide public safety staff with immediate, accurate tools regarding the City in the event of an emergency. The cost of the program is approximately $30,000 annually; however, the City will be able to discontinue certain services costing approximately $5,000. This leaves a net cost to the City of$25,000. Staff recommends the City Council approve the five-year CityGIS Subscription Agreement with Digital Map Products, L.L.C. B. Background The City maintains a GIS system that was originally implemented by the Capistrano Valley Water District and brought to the City through consolidation in 1997. Since that time, staff has added many layers to the initial extensive water system related information. The GIS now includes sewer, parks, storm drain, land use, parcel information, and other valuable information. The GIS information is invaluable to the City's operation and has allowed us to provide substantially increased customer service in a more effective manner. �� FOR CITY COUNCIL AGENDA� , �' •' Y Agenda Item -2- October 1, 2002 Over the past couple of years, City staff has also been evaluating software to automate our development processes and access our GIS data in conjunction with our day-to-day functions. Traditional software packages that track development applications as well as access GIS information require a large capital investment as well as annual maintenance fees,extensive training and supportfromthe City's network administrator. The capital cost for 20-25 users can easily be in excess of $100,000 with minimum annual costs of$25,000. Additionally, as a smaller City, San Juan Capistrano does not have the staff resources necessary for a conventional desktop GIS solution. In addition to the cost of traditional software, the City would need more highly trained staff to continue to build and maintain the complex GIS system, and most GIS can only be used by technical people. • CityGIS As an alternative to a conventional solution, the City investigated a subscription to CityGIS. CityGIS provides an innovative mapping system that eliminates the need for expensive hardware and software, which until now, has typically been used to access GIS and track development. This service allows customers to access user-friendly computerized maps,digital imagery and links to data bases. By providing links to other City databases such as planning, business license, code enforcement, etc., the City can avoid most of the costly software used to track this information. Simple databases can be used in its place and linked to the CityGIS system. The following is a summary of the advantages of this product • Immediate benefits • No Capital cost • Minimal training required and very fast learning curve • No impact on in-house information system staff: No support needed • Total deployment throughout the entire organization • Staff is already using the product with excellent reviews • Allows for connectivity with 3' party vendors, current and future • Increase staff efficiency and provide more support to Public needs • Uses our existing data licensing, and will support in-house generated data • Provide a turnkey implementation and support package Access and Training The City currently has four to five experienced and trained users on the GIS who develop or update various Geographic Information Systems(GIS)data or maps. When staff needs any information or map, they depend on these users to provide it to them. These experienced users are not solely dedicated to this GIS function, they use GIS as a tool to assist them in their day to day task, and they perform many other duties. When assisting other City staff, it disrupts their work, and impacts the City's operation. Essentially, there is no City-wide access to this valuable information. Agenda Item -3- October 1, 2002 CityGIS provides a means for the untrained staff in GIS to be able to have access to the day to day simple GIS functionalities in an easy to use format. From looking up parcel information, to generating a mailing for a commission or Public Hearing, to identifying the flood zone a property is in. These tasks will be performed faster, with more accuracy and will not impact the City's operation, but will allow us to have immediate access to staff, the Public, Council or Commissions, whether at City Hall or at any other location where we have access to the Internet. For example, the service would be utilized by staff from all departments with as little as two hours of training. Any GIS layer that we build in house can be added to CityGIS, and shared immediately with the entire organization. Current or future database software can be linked to CityGIS. This will provide continuity to our current products, and does not limit our choices in future products. No-Risk Investment In addition to the quick start-up time, CityGIS is a more cost-effective and virtually no- risk investment, another benefit for a smaller city like San Juan Capistrano. The annual subscription of CityGIS is minimal,at approximately$30,000 annually compared to the investment needed to develop and host a comparable product in-house. Additionally, the product would be accessible to all City staff and provide access to certain information to the public. In addition to eliminating the costs for training and on- going support, the City would be able to discontinue other products that provide database information which is included and pre-integrated in the CityGIS product. These avoided costs will result in approximately $5,000 of savings annually bringing the net cost of CityGIS to $25,000 per year. Lastly, the City can customize its applications with their own data in any format and post to City GIS. This system provides the most flexibility of the products on the market. In comparison, most in-house products run, at a minimum, $4,000-$5,000 per license and require an annual maintenance fee of$1,000 to$1,500 per license. For 25 users, or only about 1/4 of the City staff, this cost would be in excess of$100,000 up front and $25,000 annually. Additionally, there would be on-going costs for training and trained GIS personnel on staff, and network support. Other Benefits In addition to the services that CityGIS allows staff to provide to the community, the citizens will also be able to access certain information about services directly from their home or office. CityGIS provides a component that can be linked to the City's website or accessed at www.cityois.com. Initially, this component will provide polling places, flood zones and other property information such as street sweeping, trash collection days, zoning and other parcel based data. As we connect more data to the system, additional community access items will be added. This product will be an excellent tool to the citizens of the City of San Juan Capistrano, it's staff and elected officials. Agenda Item -4- October 1, 2002 Current Users A number of cities and public agencies are currently using CityGIS and have identified its benefits. In Orange County these cities and agencies include San Clemente, Laguna Hills, Westminister, Yorba Linda and OCFA to name a few. Additional information regarding CityGIS and information from users is provided as Attachment 3 to this report. This information has been provided to the City Council and is on file with the City Clerk. COMMISSION/BOARD REVIEW AND RECOMMENDATIONS: Not Applicable FINANCIAL CONSIDERATIONS: CityGIS has been included in the Fy 2002/03 budget in Acct# 16-62128-4451 in the amount of$30,000. NOTIFICATION: Mr. James S. Skurzynski* ALTERNATE ACTIONS: 1. By Motion, approve the CityGIS Subscription Agreement with Digital Map Products, LLC. 2. Do not approve the agreement. 3. Request additional information from staff. RECOMMENDATION: By Motion, approve the CityGIS Subscription Agreement with Digital Map Products, LLC. Respectfully Submitted, Cyn is L. Russell Administrative Services Director Attachment 1 - SubLicense Agreement (Digital Map Products) Attachment 2 - www.city.gis.com sample page Attachment 3 - CityGIS reference material • Attachment 1 SUBLICENSE AGREEMENT Agreement No. 0207101 2002 DIGITAL MAP PRODUCTS This document and any portion thereof may not be reproduced without the prior written consent of DIGITAL MAP PRODUCTS This Sublicense Agreement (Agreement) is made and entered into as of October 1, 2002 (the Effective Date) by and between Digital Map Products, LLC ("DMP") and The City of San Juan Capistrano (Licensee). Unless otherwise defined herein, all capitalized terms in this document have the respective meanings assigned to them in Section 1. RECITALS A. DMP is an authorized Sublicensor of certain Contributed Databases, which are owned by third parties. B. Licensee desires to acquire from DMP and DMP desires to grant to Licensee a non-exclusive right and sublicense to use the Licensed Products containing all or portions of the contributed databases solely for the Purpose hereinafter defined. NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, the parties of this Agreement hereby agree as follows: 1. DEFINITIONS 1.1 Contributed Database/Contributor Database shall mean those certain Databases licensed by those certain Contributors to DMP with the right to grant sublicenses as set forth herein. The Licensed Products and Contributors relevant to this Agreement are identified in Exhibit A attached hereto and incorporated by reference herein. 1.2 Contributor shall mean a third party licensor of Contributed Databases to DMP. 1.3 Database shall mean a compilation of geographic, cartographic, engineering, architectural, tabular, text and/or other data, information or works, including, but not limited to, graphic and/or file data in automated or manual form. 1.4 Derivative Databases or Products shall mean all works created by Licensee which incorporate all or part of the Contributed Database, including, but not limited to, a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form of, or modification to the Contributed Database. Sublioense Agreement No. 029101 • 1.5 Documentation shall mean all manuals, user documentation, and other related materials pertaining to the Licensed Products which are furnished in order to ensure proper and/or ease of use of the databases by Licensee. 1.6 Licensed Products shall mean those portions of the Contributed Databases set forth in Exhibit A of this Agreement. 1.7 Owners shall mean the owners of certain Contributed Databases referred to in Exhibit A . 1.8 Peripheral Databases or Products shall mean any work created by Licensee that does not incorporate, or use as a base, any portion of the Contributed Database or Derivative Product. 1.9 "Purpose" shall mean the non-commercial use of Licensed Products for Licensee's normal business activities by its employees, agents and contractors, subject to the terms and conditions herein, or as hereinafter modified in accordance with Section 2. Specifically excluded from the Purpose, but not limited to, is the public display or depiction of the Thomas Bros. Maps Digital Database, Digital Orthophotography not owned by Licensee, Property Records tabular Data, or Raster Tax Maps on the Internet or other public electronic transmission. Purpose shall include the use of Licensed Products through DMP's CityGIS Subscription Service as defined in the attached CityGIS Subscription Agreement in Exhibit E. 1.10 Visual Output shall mean all printouts, plots, displays, photographic film, printed matter and other visual representation of data. 2. EXPANDED DEFINITION OF PURPOSE If in the future, during the term of this Agreement, or any subsequent extensions, Licensee requires an expanded definition of the Purpose to meet its normal non- commercial business objectives, DMP shall not unreasonably withhold such an expanded definition so long as such expanded definition does not cause Licensee to in any way compete with DMP or Owners. 3. GRANT OF RIGHTS DMP hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable, and non-assignable right and sublicense to use the Licensed Products solely for the Purpose, from the Effective Date hereof until this Agreement is terminated or expires in accordance with its terms. Licensee may produce Visual Output from the Licensed Products and/or from Derivative Products for its normal business use. Licensee may also externally distribute Visual Output, including distribution to Licensee's contractors, consultants Page 2 Sublicense Agreement No. 0101 • and agents that Licensee engages for the Purpose as long as the Visual Output does not compete with or replace, current products and/or services of DMP or any of its affiliates or Owners. Licensee shall not be precluded from charging fees for the distribution of such Visual Output provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices. Without limiting the foregoing, Licensee understands and agrees that it shall in no event use any aspect of the Licensed Products to produce maps of any kind, or map-related or other information using the Thomas Bros. Maps Page and GridTm, for any use or purpose other than the Purpose. Licensee may create Derivative Products to the extent that such Derivative Products contribute to the Purpose. Licensee shall be entitled to possess and use such Derivative Products, royalty-free, in perpetuity, under the terms of this Agreement, solely for the Purpose provided that use of such does not include any manner of attempt to reverse-engineer any aspect of Licensed Products. Licensee may provide copies of Derivative Products to DMP, but Licensee is not obligated to provide such copies at any time. Licensee shall have no right to assign, transfer, or sublicense any aspect of the Licensed Products or Derivative Products except as and to the extent and on the terms agreed, in writing, in advance, by DMP in its sole and absolute discretion. As a condition for such authorization by DMP, if granted, each such other party must abide by the restrictions on Licensee's use in this Agreement and execute an agreement satisfactory to DMP. Licensee shall have the right to access the Licensed Products using the DMP CityGIS subscription service by signing the Digital Map Products CityGIS Subscription Agreement provided in Exhibit E.. Licensee's third party contractors, agents and consultants may use the Licensed Products and Derivatives in digital format for Licensee's Purpose provided however that said third parties do not sell, license, or otherwise distribute Licensed Products, Derivative Products or any portion thereof and that such other parties must execute and abide by the terms of a consultant use agreement to be provided by DMP and approved by Licensee. Licensee shall not be precluded from charging fees for the distribution of Licensed Products and Derivative Products to third party contractors, agents and consultants provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices. Licensee may distribute Derivative Products in digital format without restrictions to other third parties who have signed agreements with DMP for Licensed Products from which such Derivative Products were created. Licensee may distribute Derivative Products to other third parties without signed agreements with DMP only by signing a separate contributor agreement with DMP in which Licensee becomes a Contributor as defined herein. Page 3 Sublicense Agreement No. 0229101 • 4. DELIVERY 4.1 Delivery Formats. DMP shall make one delivery of the Licensed Products to Licensee in a standard format compatible with Licensee's choice of either Intergraph, ESRI or AutoDesk GIS platform as of the Effective Date. During the term of this Agreement, should Licensee require the Licensed Products compatible with an additional GIS platform supported by DMP, DMP shall deliver such Licensed Products in the requested format within 30 days of written request therefor for a mutually agreed upon service charge. Licensed Products shall be delivered on mutually acceptable media compatible with Licensee's computer system. If Licensee has special delivery and/or format requirements, a predetermined mutually agreed upon service charge will be included in the price of the initial delivery and all subsequent deliveries to which the special requirements apply. DMP shall deliver and install the Licensed Products within thirty (30) days of DMP's receipt of this signed Sublicense Agreement. 4.2 Delivery Responsibilities. DMP shall be responsible for the delivery of all Licensed Products. Licensee shall be responsible for installation of Licensed Products and maintenance updates, or new Licensed Products. For invoicing purposes installations shall be considered to be complete fourteen (14) days from date of delivery. 5. SUPPORT 5.1 Regular Support. For the term of this Agreement DMP will provide telephone support for Licensed Products at the prevailing DMP technical consulting rates. Such support will be provided by technical staff as resources are available. 5.2 On-Call Support. Licencee may elect for On-call customer support and be provided with priority telephone access and an E-Mail address to communicate support issues to DMP for an annual fee. Normal hours of operation for On-Call Support are 8:00 a.m. to 5:30 p.m. A technical consultant will respond to all telephone requests submitted within four business hours and to all emergency requests within two business hours. A technical consultant will provide up to 16 hours per year of technical consulting resources required to address any specific issues as directed by Licensee. Any additional resources requested by Licensee will be made available at the prevailing DMP technical consulting rates. Licensee will appoint one contact person for addressing support issues to DMP. 6. MAINTENANCE AND MODIFICATIONS. 6.1 Maintenance Update Schedule. Licensee shall receive Database updates to the Licensed Products according to the schedules identified in Exhibit C, Product Update Schedule. Page 4 Sublicense Agreement No. 02101 • 6.2 Responsibility for Maintenance Updates. DMP assumes responsibility for providing updates outlined in Exhibit A, to Licensee based upon the update schedule specified in Exhibit C. As part of its responsibility, DMP shall ensure that the updates provided are delivered within a reasonable level of accuracy and completeness. 6.3 Modifications to the Licensed Product. Licensee shall be entitled to modifications to the Licensed Products as part of the normal update process. Licensee may, from time to time, at no cost to Licensee, request that DMP incorporate certain features, enhancements or modifications into the Licensed Product. DMP may, in its sole and absolute discretion, undertake to incorporate such changes and distribute the Licensed Products, as modified, to all or any of DMP's licensees. Unless otherwise specified by DMP, such modifications and material automatically shall be deemed included within the definition of the term "Licensed Products" and subject to the terms and conditions of this Agreement and shall be the sole property of DMP. DMP shall be under no obligation to make modifications that may be required for Licensee-specific needs. DMP and Licensee reserve the right to separately negotiate terms and conditions for joint projects to upgrade the Licensed Products ("Upgrade Projects") that the parties may enter into in writing, in order to create and market new data products and services. 6.4 Errors in the Licensed Product. Licensee may identify errors in the Licensed Product to DMP, but Licensee shall not be responsible for correcting such errors. Any errors detected by Licensee and identified to DMP in writing shall be forwarded to Owners. Owners shall investigate all errors and may at their sole discretion decide to fix such errors in which case such corrections shall be included in the next scheduled update of the Licensed Product to Licensee. DMP shall provide written feedback to Licensee with respect to the disposition of all errors communicated to DMP in writing. 7. LICENSE FEES, PAYMENT AND ACCEPTANCE. 7.1 License Fees and Payments. In consideration of the license rights granted in Section 3 above, Licensee shall pay license fees for the Licensed Products and Other Products/Services as set forth in Exhibit A and Exhibit B, plus all applicable taxes. All applicable fees shall be invoiced annually at the beginning of each contract year. Licensee shall be invoiced in-full upon delivery and Licensee will pay the invoiced amount to DMP in-full within thirty (30) days from date of invoice. 7.2 Other Products/Services. Other Products/Services included with Licensed Products and corresponding fees have been itemized in Exhibit B, Other Products/Services. 7.3 Renewal Fees. In the event this Agreement is renewed at the end of the term, as provided for in Section 11, the Licensed Product License Fee for the renewed term shall be mutually agreed upon by both parties. Page 5 Sublicense Agreement No. 0101 • 8. PROTECTION OF LICENSED PRODUCT. 8.1 Proprietary Notices. Owners claim and reserve all ownership and rights afforded at law and in equity in all data, compilations, and materials that constitute the Licensed Products, including, but not limited to, all rights under federal copyright law. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality, or other proprietary notice, mark, or legend appearing on the Licensed Product or on the Visual Output, including, but not limited to, any such notices displayed to the user during the operation of the Licensed Products and any such notices in the Documentation, and agrees to use its best efforts to reproduce and include the same on any copy of the Licensed Product or any portion thereof distributed to Licensee's consultants, agents and contractors. Map printouts and plots shall bear the following notice: Copyright 2002, All Rights Reserved The information contained herein is the proprietary property of the following owners supplied under license and may not be reproduced except as licensed by Digital Map Products Licensee shall use the same reasonable effort to include the above notice on all Visual Output and shall at all times exert no lesser effort than that Licensee uses to protect Licensee's own intellectual property. Licensee further agrees to use its best and reasonable efforts to require all contractors, consultants and agents using the Licensed Products, as provided in Section 3, to include the above notice on all Visual Output. 8.2 Ownership. Licensee further acknowledges that the Licensed Products in any form provided by DMP and any copies thereof, including, without limitation, all portions of the Derivative Products that are copied from or based on the Licensed Products, are the sole property of Owners. Except for the rights expressly granted to Licensee herein, Licensee shall not have any right, title, or interest in or to such portions of the Derivative Products or to the Database or Documentation or any copies of any of the foregoing except as expressly provided in this Agreement, and further shall secure and protect the Database consistent the terms of this Agreement. DMP and Owners make no claim of ownership or copyright in or to any original data contributed by Licensee to the Licensed Products or Derivative Products. All copyrights associated with the Licensed Product and relevant Contributed Databases and all other rights thereto not specifically granted to the Licensee in this Agreement are reserved by DMP. Nothing contained in this Agreement shall be construed as conferring any license or right with respect to any trademark, trade name, brand name, or the corporate name of DMP or Owners. 8.3 Licensee's Ownership. DMP acknowledges that the Peripheral Products in any form, and any copies thereof, including, without limitation, any portion thereof which may have been given to DMP, are the sole property of Licensee. DMP shall not Page 6 Sublicense Agreement No. 02 /101 • have any right, title, or interest In or to said Peripheral Products or the Peripheral Products data or documentation or any copies of the foregoing except as expressly provided in this Agreement. DMP shall secure and protect Peripheral Products consistent with the terms of this Agreement. All copyrights associated with Peripheral Products, and all other rights thereto not specifically granted to DMP in this Agreement are reserved by Licensee. Nothing contained in this Agreement shall be construed as conferring any license or right upon DMP or Owners with respect to any Licensee logo, seal, product name, or the corporate name of Licensee. 9. CONFIDENTIALITY AND INJUNCTIVE RELIEF. 9.1 Acknowledgment. Licensee hereby acknowledges and agrees that the Licensed Products are valuable and proprietary, embodying substantial creative efforts, trade secrets, and confidential information, ideas, and expressions of Owners or DMP. Accordingly, Licensee agrees to treat the Licensed Products as confidential information in accordance with the confidentiality requirements and conditions set forth below. 9.2 Acknowledgment. DMP hereby acknowledges and agrees that the Derivative Products and/or Peripheral Products are valuable proprietary products, embodying substantial creative efforts, trade secrets, and confidential information, ideas and expressions of Licensee. Accordingly, DMP agrees to treat (and take precautions to ensure that its employees treat) the Derivative and/or Peripheral Products as confidential information of the Licensee in accordance with the confidentiality requirements set forth below. 9.3 Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Licensed Products, Documentation, Derivative Products or copies thereof will (i) substantially diminish the value to Owners of the trade secrets, copyrights, and other proprietary interests that are the subject of this Agreement; (ii) render DMP's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause irreparable injury. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Licensed Products, Documentation, or Derivative Products, DMP shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. 9.4 Injunctive Relief. DMP acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Peripheral Products and/or Derivative Products or copies thereof will (i) substantially diminish the value to Licensee of the Peripheral Products and/or Derivative Products; (ii) render Licensee's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause immediate irreparable injury. If DMP breaches any of its obligations with respect to the use or confidentiality of the Peripheral Products and/or Derivative Products, Licensee shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. Page 7 Sublicense Agreement No. 0101 • 9.5 Maintenance of Confidential Information. Each party agrees to keep confidential all confidential information disclosed to it by other party in accordance herewith, and to protect the confidentiality thereof, in the same manner in which it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have such obligation with respect to the use or disclosure to others of any confidential information that can be established to have: (a) been known publicly; (b) been known generally in the industry before communication by the disclosing party; (c) become known publicly, without fault on the part of the receiving party, subsequent to disclosure by the disclosing party; (d) been known otherwise by the receiving party before communication by the disclosing party; (e) been received by the receiving party without any obligation of confidentiality from a source (other than DMP) lawfully having possession of such information or, (f) which is required to be disclosed pursuant to any local, state or federal law or regulation. Upon (presentation of just cause and) ten (10) days' written notice to Licensee, DMP shall have the right to inspect and audit Licensee's procedures and to examine Licensee's computer systems in order to determine whether such procedures and computer systems comply with the requirements set forth in this Agreement. 10. WARRANTY. 10.1 Limited Warranty. DMP represents and warrants to Licensee that the Licensed Product will perform in all material respects. DMP further represents and warrants that it has the right to enter into this Agreement and to grant Licensee the rights granted hereunder. Should DMP be in breach of its representation and warranty under this Section 10.1, DMP's entire liability and Licensee's exclusive remedy under this Agreement shall be, at DMP's option, which option shall be exercised, within thirty (30) business days from the date of Licensee's notice of breach, either (i) return the Licensed Product(s) in exchange for the full refund of all of the fees paid for such Licensed Product, or (ii) repair or replace the Licensed Product upon its return to DMP provided, however, that DMP receives written notice from Licensee of a breach of warranty. Any replacement Licensed Product will be warranted for the remainder of this Agreement. 10.2 Infringement. (a) If any action or proceeding brought against Licensee is based on a claim of infringement arising out of Licensee's use of all or any portion of a Contributed Database included in the Licensed Products, and if Licensee notifies DMP within thirty (30) days after the receipt of knowledge of any such action or proceeding, DMP shall, at its own expense, do the following to assure continuation of the use of the Licensed Products and Documentation: (i) procure for Licensee the right to continue to use any part of the Licensed Product and Documentation affected by such action or proceeding; or (ii) replace or modify, with Licensee's approval, any Licensed Products Page 8 Sublicense Agreement No. 09101 • and Documentation determined to be infringing such that the infringement is removed; or (iii) failing (i) or (ii) above reimburse Licensee for the pro rata portion of the Licensed Products license fee paid to DMP by Licensee, if any, for any period in which Licensee is unable to use the Licensed Product as a result of such action or proceeding. Licensee shall exert its best efforts to cooperate with DMP in DMP's defense of such actions and proceedings. DMP shall give Licensee prompt written notice of any potential infringement problems of which it becomes aware. (b) Notwithstanding anything to the contrary contained herein, DMP and Owners shall have no warranty, liability or obligation with respect to Peripheral Products or to any modifications of the Database by Licensee if, absent the incorporation of the Licensed Products or modifications made by Licensee, the claim of infringement would not have occurred. Further, if any claim, suit or demand is asserted by a third party that, as a result of modifications by the Licensee, the Licensed Products as so modified infringes on intellectual property right of the third party or that Peripheral Products infringe on intellectual property right of the third party, Licensee shall defend, indemnify and hold harmless DMP with respect to any and all losses, necessary and reasonable costs, liabilities or damages resulting from or in conjunction with such claim (including reasonable and necessary attorneys' fees) and any judgment that may be awarded against DMP to the extent based upon such Licensee made modification or Peripheral Product. 10.3 Disclaimer of Warranties. THE WARRANTIES STATED IN SECTION 10.1 ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY DMP. THERE ARE NO OTHER WARRANTIES RESPECTING THE LICENSED PRODUCT, DOCUMENTATION, OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, EVEN IF DMP HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF DMP IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN. 10.4 Limitation of Liability (a) Except as otherwise expressly set forth in this Agreement, neither DMP, Owners nor Licensee shall be liable to any of the others for any special, indirect, incidental or consequential damages resulting from a breach of this Agreement including, but not limited to, loss of use of or under-utilization of labor or facilities, loss of revenue or anticipated profits, or claims of customers, resulting from performance or nonperformance of the obligations under this Agreement. (b) Except for claims of infringement or unauthorized disclosure of the other party's proprietary or confidential information, any provision herein to the contrary notwithstanding, the maximum liability of DMP to any person, firm, or corporation whatsoever arising out of or in connection with any license, use, or Page 9 Sublicense Agreement No. O107101 • other employment of the Database delivered to Licensee hereunder, when such liability arises from any claim based on breach or repudiation of contract or warranty, shall in no case exceed the actual Licensed Product License Fee paid to DMP by Licensee for the Licensed Product, the license, use, or other employment of which gives rise to the liability. 11. TERM OF AGREEMENT. This Agreement shall be effective on the Effective Date and shall continue in effect for five years, unless terminated in accordance with the terms and conditions of Section 12. 12. DEFAULT AND TERMINATION. 12.1 Events of Default. This Agreement may be terminated by the non- defaulting party if any of the following events of default occur: (a) a party materially fails to perform or comply with this Agreement or any provision hereof; (b) a party fails to strictly comply with the provisions of Section 8 (Protection) or of Section 9 (Confidentiality and Injunctive Relief) or makes an assignment in violation of Section 16 (Non-assignability); (c) any transfer, sale, merger, or acquisition of more than fifty percent (50%) of the issued and outstanding shares or assets of either party; (d) a party ceases doing business, becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (e) a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party; (f) such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days. 12.2 Effective Date of Termination. Termination under subparagraphs 12.1(b), (c), (d), (e), or (f) above shall be effective on notice. Termination under subparagraph 12.1 (a) shall be effective thirty (30) days after notice of termination to the defaulting party if the defaults have not been cured within such thirty-day (30-day) period. 12.3 Option for Early Termination. Licensee shall have the one-time option at its sole discretion to terminate this agreement without cause effective at the end of the first year. This option must be exercised by sending a written notice to be received by DMP at least 90 days prior to the first anniversary of this Agreement. Should Licensee not elect to exercise this option, the contract shall continue for the full five-year term. 12.4 Obligations on Expiration or Termination. Upon expiration or termination of this Agreement, Licensee shall cease and desist all use of the Licensed Products, and Licensee shall promptly deliver to DMP at termination all full, or partial, copies of the Licensed Products and Documentation in Licensee's possession or under its control. Expiration or termination shall not prohibit Licensee from continued use of Peripheral Products in perpetuity under the terms specified herein and continued use of Page 10 Sublicense Agreement No. 097101 • Derivative Products in perpetuity under the terms specified herein provided that such use does not include any manner of attempt to recreate any form of the Licensed Products from such Derivative Products and Licensee continues to protect such Derivative Products in perpetuity as outlined in this Agreement. Licensee acknowledges that its failure to comply with the obligations of this Section will constitute unauthorized use of the Licensed Products, entitling DMP to equitable relief as specified herein. 13. INDEPENDENT CONTRACTOR STATUS DMP agrees that DMP is an independent contractor and not an employee of the Licensee and all of DMP's personnel shall be employees or subcontractors of DMP and not employees of the Licensee. DMP shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 14. INSURANCE REQUIREMENTS DMP shall obtain, at its sole cost and file with licensee prior to exercising any right or performing any obligation pursuant to this Agreement, and maintain for the period in which annually licensed products are in effect, a policy or policies of liability insurance or a certificate of such insurance, satisfactory to Licensee, naming Licensee, its officers and employees as additional insured, which insurance coverage shall not be less than that provided in the form of a comprehensive liability insurance policy against injuries to persons or property resulting from or arising out of negligent operations of DMP, its officers or employees. Said policy or policies of insurance shall provide coverage for both general liability and automobile liability in not less than the following minimum amounts: One Million Dollars ($1,000,000.00) combined single limit for automobile liability, including bodily injury and property damage; One Million Dollars ($1,000,000) general aggregate for general liability. Said policy or policies shall also contain a provision that no termination, cancellation or change of coverage of insured or additional insured shall be effective until after thirty (30) days notice thereof has been given in writing to Licensee. DMP shall give to Licensee prompt and timely notice of claims made or suit instituted arising out of Digital Map Product's operations hereunder. DMP shall procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance, which in its own judgment, may be necessary for its own for its proper protection in the performance of the work. 15. NOTICES. All notices, authorizations, and requests in connection with this Agreement shall be deemed given (a) five days after being deposited in the mail, postage prepaid, certified, or registered, return receipt requested; or (b) one day after being sent by overnight courier, charge prepaid; and addressed as first set forth above or to such other address Page 11 Sublicense Agreement No. 02101 • as the party to receive the notice or request so designates by written notice to the other, addressed as follows: If to Digital Map Products: If to Licensee: Digital Map Products City of San Juan Capistrano 3187 Redhill Avenue, Suite 220 32400 Paseo Adelanto Costa Mesa, California 92626 San Juan Capistrano, CA 92675 Attn: Contracts Attn: Ziad Mazboudi Phone: (714) 432-7637 Phone: (949) 234-4413 16. NON-ASSIGNABILITY Neither party may assign or transfer this Agreement or all or any part of its rights hereunder, by operation of law or otherwise, without the prior written consent of the other party. Any unauthorized assignment or transfer shall be null and void and shall constitute grounds for immediate termination of this Agreement under Section 12 above. This Agreement shall inure to the benefit of and be binding upon any permitted successor or assign. 17. GOVERNING LAW The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California, without regard to the conflicts of laws principals thereof. 18. SEVERABILITY If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. 19. MISCELLANEOUS. 19.1 Entire Understanding. This Agreement and the exhibits signed or initialed by Licensee attached hereto contain the entire understanding and agreement between the parties respecting the subject matter hereof and all prior quotations, invoices, negotiations, understandings, representations, and agreements of the parties, whether oral or written, are superseded in their entirety. 19.2 Modifications to Agreement. This Agreement may not be supplemented, modified, amended, released, or discharged except by an instrument in writing signed by each party's duly authorized representative. Page 12 Sublicense Agreement No. 07101 19.3 Headings Not Controlling. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 19.4 Consent to Breach Not Waiver. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute and deliver this Agreement as of the date first set forth above. CITY OF SAN JUAN CAPISTRANO DIGITAL MAP PRODUCTS DIANE BATHGAGTE JAMES SKURZYNSKI Mayor President ATTEST: Margaret R. Monahan, City Clerk APPROVED AS TO FORM: John R. Shaw, City Attorney Page 13 Exhibit A Schedule of Licensed Products Licensed Product Description Contributed Database Owner Right of Ways and Parcels Orange County/The Gas Company (Licensee already holds perpetual license) Property Records Tabular Data First American Real Estate Solutions Raster Tax Maps First American Real Estate Solutions Thomas Bros. Maps Digital Database Thomas Bros. Maps Geographic Boundaries of Licensed Products All Licensed Products for a total parcel count of 11,672 as previously delivered to the City. Maintenance Fee Schedule for all Perpetual Licensed Products Right of Ways and Parcels $ 2,334.40** Annual License Fee Schedule for all Annual Licensed Products and Services Property Attribute Records & Raster Tax Maps $ 3,968.48 Thomas Bros. Maps $ 3,000.00 i/2 meter color imagery $ not included Hazard database $ not included * All fees are exclusive of local sales tax, which will be itemized at time of invoice ** First year of parcel maintenance paid under separate agreement } Exhibit B Other Products/Services Other Products/Services Annual CityGIS Subscription Fee $ 20,000.00 Annual Packaging, Setup, Delivery & Product Support n/c Annual translation of parcel data to ArcView n/c Annual GIS Program Management not included * All fees are exclusive of local sales tax, which will be itemized at time of invoice 0 Exhibit C Product Update Schedule Licensed Product/Service Description Update Schedule Right of Ways and Parcels Annual Property Records Tabular Data Monthly Raster Tax Maps Annual Thomas Bros. Maps Digital Database Annual 1/2-Meter Color Digital Orthophotography not included Hazard Database not included Exhibit D Fee Summary uJuly Julyu uy 2002 2003 2004 2005 2006 Bask Subscription Fee -Add Property Information Module -Add Cade Erdomernem Module -Add Flood Module -Add Commundyv- -Add Planning Module -Add Water Module Tobl Unlimuea User Subscription Fees $ 20,000.00 $ 20,000.00 $ 20,000.00 $ 20,000.00 $ 20,000.00 Data License Fees - Maintain County Parcels(11,672 unique APN's'$.20 each) $ - 3 2,334.40 $ 2,334.40 $ 2,334.40 S 2,334.40 - ProperlyKhmsrAttabules&Tax Maps(11,672 APN's) $ 3,968.48 $ 3,968.48 It 3,968.48 $ 3,966.48 It 3,966.48 -Tlromas Bros.Maps Database $ 3,000.00 $ 3,000.00 S 3,000.00 $ 3,000.00 S 3,000.00 Toll Data LicaneFees 93003290.8932302 888 , 08 .8STOTAL SUBSCRIPTION+LICENSE FEES E 269S 2f 29,3288 3020,302 Exhibit E Digital Map Products LLC CityGIS Subscription Agreement THIS SUBSCRIPTION and DATA LICENSE AGREEMENT("Agreement")is entered into and effective as of this Ist day of July, 2002, (the "Effective Date") by and between Digital Map Products LLC, a California limited liability company ("DMP"),and City of San Juan Capistrano("CUSTOMER"). RECITALS 1.13. "License"is the giant of certain limited rights to use and maintain the Data. A. DMP is the operator of web sites providing 1.14. "Licensed Data"are those data that are being geographical information systems (GIS). DMP desires to provide licensed to the Licensee hereunder including, but not limited to, subscription to such web sites for use upon the terms and conditions "Data" as defaced in 1.7 above., and "Derivative Products" as of this Agreement. defined in 1.9 above. B. DMP is an owner of data and an authorized 1.15. "Licensed Data Provider"is a party that owns Sublicensor of data owned by third parties. DMP desires to provide Licensed Data. Licensed Data rosy be owned by DMP or a third license to such data for use upon the terms and conditions of this party. Agreement 1.16. "Output"is an electronically displayed and/or C. CUSTOMER desires and is willing to accept a limited printed adaptation of the Licensed Data and/or the Internet Map subscription to use such web sites as selected by CUSTOMER for obtained through Subscription. certain purposes upon the terms and conditions of this Agreement. 1.17. (a) "Purpose of Subscription" is the non- As part of this Agreement, CUSTOMER also accepts a limited commercial access and use of the Internet Map and Modules for license to use data for certain purposes upon the terms and conditions Customer's internal business purposes by an Authorized User, of this Agreement. subject to the terms of this Agreement. (b) "Purpose of Data NOW,THEREFORE,it is agreed as follows: License"is the nroncorturercinl access and use of the Licensed Data within and incidental to the Subscription,subject to the terms of the 1. DEFINITIONS Agreement. Specifically excluded from either Purpose is use of the For purposes of this Agreement,the following terms shall Licensed Data in any manner or form that competes with or interferes ocean: with the produces,goods,or services of DMP. LL "Addendum" is a document which amends 1.18. "Site" is the collection of Modules and this Agreement and which shall,upon signature of both parties,be Licensed Data accessed through any of DMP's websites including, incorporated into this Agreement. but not limited to, DigitalMapCentral.com, digmap.com, and 1.2. "Application Module" or "Module" is any City'".com. online product offered by DMP to Customer by subscription,either 1.19. "Subscription"is authorized access and use of now or in the future. the Site to view the Internet Map, and/or such other Modules as 1.3. "Attachncent(s)" is any documents) which Customer selects as set forth in the Fee Attachment. provides further details to this Agreement and which shall, upon signature of both parties,be incorporated into this Agreement. 2. GRANT OF NON-EXCLUSIVE SUBSCRIPTION 1.4. "Authorized User"is an employee or agent of 2.1. Subject to the terms and conditions in this the Customer that has been authorized to utilize the Subscription and Agreement, DMP hereby grants to Customer a limited, non- Licensed Data in accordance with this Agreement and has been exclusive, non-transferable, and non-assignable Subscription to the issued a user name and a password. Site for the "Purpose of Subscription"as defined in Section 1.17(a). 1.5. "Content' is all materials on the Site, 2.2. Any use of the Subscription for an unlawful including images, illustrations, designs, icons, photographs, video purpose,or for the operation of a service bureau or any use involving clips,and written and other materials that are part of the Site. the processing of data of other persons or entities, or in ways that 1.6. "Customer Provided Data" shall mean data disrupt, interfere, or restrict the proper working of the Site is not provided by Customer and installed on the Site for use by Customer permitted and will immediately terminate the Subscription and all as described in Section 7.6. Licenses granted under this Agreement. 1.7. "Data" is data from which Internet Map is 2.3. Customer shall net copy,and hereby agrees derived. not to copy or monitor the Content or Data by using any robot, 1.8. "Data Provider"is a party that provides Data spider,other automatic device, or manually process the Content or to he accessible via the DMP web sites. Data may be provided by Data maintained on the DMP server. DMP or a third party. 2.4. Customer shall not distribute the Subscription 1.9. "Derivative Products" are all works created provided hereunder to any party except an Authorized User under by Customer pursuant to the Data License granted hereunder which this Agreement. incorporate all or part of the Licensed Data. 2.5. DMP reserves all rights to reproduce, 1.10. "Extent" shall mean the mapped area for distribute,display,and prepare derivative works of the Site and the which this Agreement applies. Internet Map. 1.11. "Fee Attachment" is the Attachment that describes the Custoncer's selection of Modules to be covered by this 3. GRANT AND ACCEPTANCE OF NON- Agneement, fees applicable to each Module, and the term of this EXCLUSIVE LICENSE Agreement as it applies to each Module. 3.1. Subject to the terns and conditions of this 1.12. "Internet Map" is a limited compilation of Agreement,DMP hereby grants to Customer and Customer accepts a Data. limited, non-exclusive, non-transferable and non-assignable License to use the Licensed Data for the Purpose defined in Section 1.17(b). DMP Subscription/Data License Agreement -I- Vcrsion 4.26.01 3.2. Customer may produce and distribute Output terminated and considered immediately null and void. Any copies of in a manner consistent with the Purpose of Data License m defined in the Modules held by Customer shall be immediately returned to Section 1.17(b). DMP. If any court of competent jurisdiction considers this clause 3.3. Any use of the License for an unlawful void and unenforceable, in whole or in part, for any reason, this purpose,or for the operation of a service bureau or any other use Agreement shall be considered terminated and null and void,in its involving the processing of data of other persons or entities, will entirety,and any and all copies of the Modules shall be irmnediately immediately terminate the License under this Agreement,and shall returned to DMP. constitute grounds for termination of the entire Agreement by DMP 4.8. Except for Customer Provided Data,title to, pursuant to Paragraph 10. ownership of and all rights and interest in,the Site or any portion 3.4. Customer shall not copy, and hereby agrees thereof,Internet Map,Content,Licensed Data and all copies thereof not to copy or monitor,the Licensed Data by using any automatic shall remain at all times vested in DMP. This Agreement is rot a device or manual pmcess except for internal data backup. sale of the Site or any portion thereof Internet Map, Content, or 3.5. DMP reserves the right to license,reproduce, Licensed Data,or of arty copy,or of die copyright thereof.Customer distribute, display, and prepare derivative works of the Licensed acknowledges and agrees that title to all copyright, trade secrets, Data. trade and any other intellectual and proprietary rights in the such are the property of DMP,and Customer agrees that during and atter 4. INTELLECTUAL PROPERTY OWNERSHIP termination of this Agreement,Customer shall not mise or cause to 4.1. Except for Customer Provided Data, all be raised any questions concerning or objections to the validity of the Content,Licensed Data,Modules,and Internet Map that are part of inte0ecnul property rights in the software or any of the rights held by the Site an owned or licensed by DMP. Except for Customer DMP therein. Customer further acknowledges and agrees that, Provided Data, an right, title or interest in the Content, Data, except for the non-exclusive Subscription and the non-exclusive Licensed Data, Modules, or Internet Map is transferred to the License granted hereunder,Customer shall acquire no right,title,or Customer via this Agreement. Customer may not download,paint, interest in the Licensed Data,the Content,the Site or the Internet copy,reproduce,publish,transmit,distribute,display,modify,create Map. derivative works from, sell or participate in any sale of or exploit 4.9. Customer shall comply fully with all export any of the Content,the Data,Modules,the Internet Map,the Site,or laws and regulations of the United States to assure that the Modules, any portion thereof or any related materials in any ways inconsistent or any direct products thereof are not exported,directly or indirectly, with this Agreement in violation of United States law. 4.2. Use, duplication, reproduction, release, 4.10. Customer acknowledges and agrees that modification, disclosure or transfer of arty Module(s) and DMP's Data Providers are third-panty bemficiaries of DMP',rights accompanying documentation is restricted in accordance with FAR under this Agreement,but that such Data Providers are not parties to 12.212 and DFARS 227.7202. Certain data is provided pursuant to the Agreement and have an obligation to Customer hereunder. a license agreement with third parties. ALL RIGHTS RESERVED UNDER THE COPYRIGHT LAWS OF THE UNITED STATES. 5. PAYMENT PROPRIETARY PRODUCTS.For purpose of any public disclosure 5.1. In consideration for the Subscription and the provision under any federal,state or local law,it is agreed that the non-exclusive License granted hereunder,Cusonwr will pay to DMP Modules are a track secret and a proprietary commercial product and applicable fees as outlined in the Fee Attachment not subject to disclosure. 5.2. Customer's access to the Site,or any portion 4.3. The Content and the Site as a whole contain thereof is contingent upon Customer's timely payment of applicable DMP intellectual property ("IP"), including but not limited to Fees as provided for in the Fee Attachment copyrights;trademarks and service marks such as,but not limited to, 5.3. Customer shall be responsible for any and all "DigifalMapCentral", "digmap", and "CityGIS"; trade dress; trade taxes levied on arty products and/or services provided under this secrets;patents;and other IF. DMP shall be the sole and exclusive Agreement. owner of all such proprietary and IP rights. 5.4. Customer agrees to pay for all amounts due 4.4. Any enhancertwnts and/or any improvements under this Agreement within thirty(30)days after the date of invoice. to the Site, Internet Map, including all applicable rights to patents, Customer shall have fifteen (15) days ager the invoice date to copyrights,trademarks,and trade secrets therein are Proprietary to contest in good faith any amounts and items charged. DMP and DMP reserves exclusive rights to reproduce, distribute, 5.5. Past due amounts will bear interest of one and display, and prepare derivative works of the Site and the Internet on half percent(1 '/:%)per month from the due date or the highest Map. nate permitted by law if less. Additionally,DMP reserves the right to 4.5. Customer shall not obscure, obliterate or suspend access and use of the Site and to terminate any license remove the patent, copyright, trade secret, trademark, or other granted hereunder if any past due amounts remain on the Customer's proprietary protection legends or notices that appear on or in the Site account for more than 30 days after the date of invoice. or Output. 5.6. All payments made hereunder are 4.6. Customer hereby acknowledges and agrees to nonrefundable except as specifically provided otherwise in this hold in trust and preserve as confidential all information disclosed by Agreement. DMP or obtained by the Customer relating to or pertaining to DMFS business, projects, products, customers, trades secrets, confidential information, and any unpublished know-how, and to all of 6. DELIVERY Customer's activities with or on behalf of DMP and not to publish or 6.1. DMP shall provide Customer with access to disclose any part of such information to others or use the same for the Site in accordance with the terms of the Fee Attachment and 5.2 Customer's own purposes outside of scope of this Agreement,during above. the term of this Agreement or thereafter. 6.2. DMP shall have no obligation to provide 4.7. Customer hereby represents and warrants that Customer with any maintenance, updates, enhancements or the Modules shall be protected from public disclosure and considered modifications to the Site or to the Licensed Data unless otherwise exempt from any statute, law regulation, or code, including any agreed to by the parties in writing. Sunshine Act, Public Records Act,Freedom of Information Act,or 6.3. DMP shall provide accessibility to the Site equivalent,which permits access ardfor reproduction or use of the and Licensed Data via the Microsoft Internet Explorer and Netscape Modules. In the event of breach of any part of this paragraph by such Navigator versions 4.0 or later and the Customer shall be solely disclosure,this Agreement shall be considered breached and any and responsible for obtaining,installing and maintaining the appropriate Oil right to retain any copies or use of the Modules shall be equipment as well as a compatible browser to access the Site. DMP Subscription/Datta License Agrcenicnt -2- `vrcrsion 4.26.01 r USE OF THE SUBSCRIPTION. AND LICENSED DATA- 7. ATA7. SUPPORT CUSTOMER EXPRESSLY ACKNOWLEDGES THAT 7.1. DMP will provide access to the Site for no CUSTOMER IS SOLELY RESPONSIBLE FOR CHECKING less than 95%of the cumulative time between the hours of 5:OOAM THAT ANY RESULTS PRODUCED BY IT USING THE and 7:OOPM PST of all business days each calendar year. SUBSCRIPTION AND LICENSED DATA ARE FREE FROM 7.2. The foregoing standard shall trot apply to any ERROR AND SUITABLE FOR THE APPLICATIONS FOR cause beyond the control of DMP. WHICH THEY ARE TO BE USED, M NO EVENT SHALL 7.3. DMP shall respond between 7:OOAM and DMP'S LIABILITY FOR DAMAGES FOR ANY BREACH OF 7:00PM PST during regular business days either by tax or email to THIS AGREEMENT OR ANY WARRANTY IMPOSED BY assist Customers with problem resolution related to the Subscription. LAW EXCEED THE SUBSCRIPTION FEE FOR THE APPLICABLE APPLICATION MODULE OR LICENSED DATA- 7.4. ATA7.4. DMP shall provide Customer with such of the 9.2. DMP MAKES NO REPRESENTATION, following supplemental support services as Customer elects to WARRANTY OR GUARANTEE AS TO WHETHER THE include in this Agreement. Customer understands and agrees that its SUBSCRIPTION AND DATA LICENSE OR ANY PORTION use of the following supplemental support services shall result in THEREOF WHEN USED BY CUSTOMER WILL INFRINGE additional charges for which Customer will be billed as set forth on ANY U.S. OR FOREIGN PATENTS, COPYRIGHTS OR the Fee Attachment: PROPRIETARY RIGHTS OWNED OR CONTROLLED BY ANY 7.4.1 General Consulting Services consisting of data THIRD PARTY. IN NO EVENT SHALL DMP OR ANY OF installation,program setup,and installation assistance. DMFS DATA PROVIDERS BE LIABLE TO CUSTOMER FOR 7.4.2 Specific Consulting Services consisting of cusomvation DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR and data conversion. CONSEQUENTIAL DAMAGES EVEN IF DMP HAS BEEN 7.4.3 Training. ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.4.4 Data Backup Storage Services. 7.4.5 Customer WebSite Hosting. 10. TERM AND TERMINATION 7.5. DMP shall provide Customer with support for 10.1. This Agreement commences m the Effective problem resolution related to the Licensed Data as follows: (a) Date. Each Module selected by Customer shall remain in full force Customer shall communicate support issues related to Licensed Data and effect for the period applicable to such Module as agreed to by to DMP via M e-mail address provided to Customer; (b)a technical Customer and set forth in the Fee Attachment. Unless terminated consultant will respond to all support requests within four (4) earlier in accordance with this Article, this Agreement terminates business hours; (c) support related to Licensed Data is available upon the expiration of the term of the Module with the latest Item 8:00 AM to 5:30 PM PST;(d)the terms ofthis subsection shall expiration date. not apply to any cause beyond the control of DMP. 10.2. Either party may terminate this Agreement if 7.6. Support related to Customer-Provided Data,if the other party materially breaches any representation, warranty, any, is limited to the express terms and conditions set forth in an covenant, or obligation contained in this Agreement, provided the applicable Attachment. non-breaching party has given the beaching party notice of such breach and [lane has been a failure to cure such breach within 30 8. UPDATES&ERRORS days after receipt of such notice. A material breach includes,but is 8.1. DMP may update the Site and/or Internet not limited to,Customer's failure to snake payments to DMP when Map and/or Licensed Data as new Content and/or Data become due or DMP's failure to meet the perfor ance standards in Section 7. available. DMP shall not be responsible for errors or omissions that 10.3. Termination shall be effective 30 days after may result from updating the Site,Internet Map,or Licensed Data. the notice of a breach if the breach is not cured within said 30 days. 8.2. Customer shall identify errors or omissions in 10.4. Upon termination of this Agreement for any the Internet Map and/or Licensed Data to DMP. DMP shall notify reason whatsoever, DMP shall have an further obligation to the customer Of any known errors or omissions in the Internet Map Customer. Except as otherwise provided herein, Customer's and/or Licensed Data. DMP shall forward any claims of errors or obligations under Sections 4 and 5 of this Agreement shall survive omissions to the third party Data Provider,if applicable. the termination of this Agreement. 9. WARRANTY DISCLAIMER AND LIMITATION It. INDEPENDENT CONTRACTORS OF LIARII.ITY 11.1. The parties hereto hereby agree that in the 9.1. CUSTOMER ACKNOWLEDGES AND performance of their respective obligations hereunder,they are,and AGREES THAT AS AN INDUCEMENT TO DMP TO ENTER shall be independent contractors. Nothing in this Agreement shall be INTO THIS AGREEMENT, CUSTOMER EXPRESSLY construed to constitute either party as the agent of the other party for AGREES,TO THE FULL EXTENT PERMITTED BY LAW,TO any purpose whatsoever,and neither party shall bind,or attempt to ACCEPT THE SUBSCRIPTION AND DATA LICENSE"AS IS" bind,the other party to any contract or the perfomance of any other AND TO DISCLAIM ALL WARRANTIES OF ANY KIND, obligation,or represent to any third party that it has the right to enter EITHER EXPRESSED OR IMPLIED OR INFERABLE FROM into any binding obligation on the other party's behalf. Any such THE COURSE OF DEALING OR CUSTOM OF THE TRADE attempt to bind the other party shall be null and void. INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OTHERWISE ARISING FROM CONTRACT OR TORT, OR 12. GENERAL PROVISIONS IMPOSED BY STATUTE OR IMPLIED BY LAW AS TO 12.1. No amendments, modifications Or MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR supplements to this Agreenert shall be binding unless in writing and PURPOSE. CUSTOMER AGREES THAT CUSTOMER HAS signed by the parties. THE ENTIRE RISK AS TO QUALITY AND ACKNOWLEDGES 12.2. All notices,requests and demands given to or AND AGREES THAT ANY OF DMP'S ADVERTISEMENTS, made upon the parties hereto shall be sent by telex, telecopy or SALES OR MARKETING MATERIALS PRESENT ONLY registered fust class mail, return receipt requested and postage SUMMARY DESCRIPTIONS OF THE SUBSCRIPTION AND prepaid to the following addresses: DATA LICENSE, AND ANY INFORMATION CONTAINED THEREIN DOES NOT IMPOSE ANY WARRANTY OR OTHER To DMP: Technical Support OBLIGATION UPON DMP. DMP DOES NOT EXPRESSLY OR Digital Map Products IMPLIEDLY WARRANT THE CORRECTNESS OR VALIDITY 575 Anton Blvd.,Suite 750 OF ANY OUTPUT INFORMATION OR DATA PROVIDED BY Costa Mesa,CA 92626 DMP Subscription/Daly License Agreement Version 4.20 01 To CUSTOMER: As shown on Sublicense Agreement without regard to conflicts of laws principles. Customer and DMP 12.3. Customer shall not have the right or power to agree that all legal proceedings pursuant to this Agreement shall be sell, Transfer or assign this Agreement or any rights granted to adjudicated in Orange County,California. Customer hereunder without DMP's prior written consent. Any such 12.6. This Agreement: expresses the entire sale, transfer, or assignment without DMP's prior written consent agreement between DMP and Customer, and supersedes any prior shall be null and void. DMP shall be entitled to assign or subcontract communication, oral or written, relating to the terms of this this Agreement or delegate any obligation hereunder at its discretion Agreement. at any time. 12.7. Neither the fact that this Agreement or any 12.4. If any provision of this Agreement shall be portion of this Agreement was negotiated or drafted by any attorney held by a court of competent jurisdiction to be illegal, invalid, or for either party,or that either party consulted with an attorney prior unenforceable,the remaining provisions shall remain in full force and to executing this Agreement, shall be used for purposes of effect so long as the intent of this Agreement and the rights and interpreting this Agreement nor shall such facts used to construe this obligation of the parties are not materially changed. Agreement or any portion of this Agreement in favor of,or against, 12.5. The validity, interpretation,construction and any party. performance of this Agreement is governed by California law, IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the first date written above or, if none,as of the last signature below. DMP Date: By: Title: CUSTOMER Date: By: Title: DMP Subscriplion/Daly License Agreement -4- Version 1.26.01 0 r FEE ATTACHMENT TO CityGIS SUBSCRIPTION AGREEMENT CUSTOMER: City of San Juan Capistrano Notices to be sent according to Section 9 City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California Attn: Ziad Mazboudi (949)234-4413 This Attachment is made by and between Digital Map Products, LLC ("DMP") and CUSTOMER in consideration of their mutual promises and subject to its terms and conditions. This supplements and amends the terms and conditions of the Subscription and Data License Agreement, dated July 1, 2002 ("Agreement')and is incorporated by reference therein, as follows: CUSTOMER agrees to pay a Subscription Fee of$20,000.00 per year for a Subscription applied to the following Extent: Parcels Previously Delivered to City and the following number of Authorized Users: Unlimited City employees and elected officials. CUSTOMER agrees to pay 100% of the Base Subscription Fee for the first year upon execution of the Agreement. CUSTOMER acknowledges and agrees to pay a separate feels) (the"Module Subscription Fee") for each Module or Data License which CUSTOMER may select in this Attachment, and CUSTOMER hereby selects the following Modules, and hereby indicates its selection by entering and initialing the Effective Date and Term for each such Module selected by CUSTOMER in the space provided. CUSTOMER agrees to pay the Module Subscription Fee(s)on the following Modules: MODULE/DATA DESCRIPTION EFFECTIVE DATE ANNUAL FEE TERM <<<CUSTOMER is entitled to all modules owned by DMP>>> <<<CUSTOMER has licensed data under separate Sublicense Agreement>>> <<<Subscription Term Commensurate with of Sublicense Agreement>>> Notwithstanding anything to the contrary in the Agreement, in the event of a conflict between the terms and conditions of this Attachment and those contained within the Agreement, the terms and conditions of this Attachment shall prevail. All other terms and conditions remain unchanged and are ratified hereby. THIS ATTACHMENT SHALL NOT BE EFFECTIVE UNTIL EXECUTED BY SUBSCRIBER AND ACCEPTED AND EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF DMP. By execution, signer certifies that signer is By execution, signer certifies that signer is authorized to accept and execute this Agreement authorized to execute this Agreement on behalf on behalf of DMP. Accepted by of Customer. Accepted by Customer and effect- DMP and effective as of July 2, 2002. tive as of 200_ Digital Map Products, LLC CUSTOMER By By Title Title CityGIS.com ATTACHIENI' 2 Page I of 1 r - _ "Naln � Now San Juan Capistrano Polling Places The Polling Places module tells you where your polling place is. Data is provided by the Orange County Registrar of Voters. Flood Zones is The Flood Zones module tells you i whether or not your home may be y� inside a flood zone. This information irn" 1p is being provided as a courtesy by Digital Map Products, First American Real Estate Solutions, and Thomas Bros. Maps. Property Information Enter an address and retrieve information including street sweeping and trash collection days, zoning, and assessors parcel number (APN). We want to hear from you! Send us your comments. Copyright®1999-2001 Digital Map Products. No portion of this website maybe printed,copied or reproduced in any manner without the express written permission or license from Digital Map Products. http://www.citygis.com/commview.asp?cvuser=119987 9/23/02 Attachment 3 City GIS REFERENCE MATERIALS Provided to City Council Members and on file in the City Clerk's Office L 32400 PASEO ADELANTO IALIIIIIIIII SAN .JUAN CAPISTRANO, CA 92675 • BIMlIS61 (gE) MEMBERS OF THE CIN COUNCIL (949) 493-) 171 DIANE L.BATHGATE (949) 493-1053 (FAX) 1776 CQUENE CAMPBELL • • JOHN S.GELFF 1V1V1V.3QNjNONCQpIS Iran O.OTg HAR DAMD T • • DAVID M.SWERDLIN CITY MANAGER GEORGE SCARBOROUGH November 19, 2002 Digital Map Products 3187 Redhill Ave, Ste 220 Costa Mesa, CA 92626 Attention : Contracts Dear Sir or Madam: Please find enclosed an original, fully executed, Sublicense Agreement No. 0207101 related to use of non-exclusive use of databases. We have received the required evidence of insurance. Please keep in mind that this documentation must be maintained current with our office, or all work under this agreement must stop and all payments for services rendered will be withheld, until these documents are brought current. You may proceed with work under this agreement in coordination with the Project Manager, Ziad Mazboudi, Senior Civil Engineer (949)4874413. Yours truly, v � Meg Mo h CMC City erk enclos reement cc: Ziad Mazboudi, Senior Civil Engineer William Huber, Engineering and Building Director DR USE u San Juan Capistrano: Preserving the Past to Enhance the Future 32400 PASEo ADELANTO L2! MEMBERS OF THE CRY COUNCIL SAN ,JUAN CAPISTRANO, CA 92675 �/ IA011111IO DIANE L.BATHGATE (949) 493-1171mPulslR rB6r JOHN S.GELFFFENE PBELL (949) 493-1053 (FAX) x776 MATT HAAT www.sanjuancapistrano.org • • DAVID M.SWERDLIN * CITY MANAGER GEORGE SCARBOROUGH NOTIFICATION OF MEETING OF POTENTIAL INTEREST OF THE SAN JUAN CAPISTRANO CITY COUNCIL The City Council of San Juan Capistrano will meet at 7:00 p.m. on October 1, 2002 in the City Council Chamber in City Hall, to consider: "Consideration of Five-Year Subscription Agreement for CityGIS Service (Digital Map Pruducts, LLC)" — Item No. D13 If you have specific thoughts or concerns regarding this item, you are encouraged to participate in this decision making process. You can communicate with the City Council through correspondence addressed to the Council and/or by attending the meeting and speaking to the Council during the public meeting. Correspondence related to this item must be received at City Hall by 5:00 p.m. on Monday, September 30, 2002 to allow time for the Council to consider its content. If you would like to speak at the meeting, please complete a blue "Request to Speak" form found inside the entrance to the Council Chamber. This form is turned in at the staff table, just in front of the Council dais. You will be called to speak by the Mayor when the item is considered. You have received this notice at the request of the City staff member Cynthia Russell, Administrative Services Director. You may contact that staff member at (949) 443-6301 with any questions. The agenda, including agenda reports, is available to you on our web site: www.san*uancapistrano.org, If you would like to subscribe to receive a notice when agendas are posted to the web site, please make that request by sending an e-mail to: council-agendas a)sanivancapistano.org. Meg-00 ahan, CMC City Cler cc: --James S. Skurzynski, Digital Map Products*; Cynthia Russell, Administrative Services Director * Received staff report nnuo use is San Juan Capistrano: Preserving the Past to Enhance the Future �p 32400 PASEO ADELAISTRAN , /.7 In11110nn111 SAN JUAN CAPI$TRANO, CA 92675 i1➢pBAt1 I 1961 MEMBERS OFTHE CITY COUNCIL (949) 493-1171 177[ DIANE L.BATHOATE Y (949) 493-1053 (FAX) JOHHNN S.GOAA1pBEu FIT nvFvw.sanjuancapistrano.org WYAn HART DAVID M.BWERDIJN CITY MANAGER GEORGE SCARBOROUGH October 2, 2002 NOTIFICATION OF ACTION BY THE CITY COUNCIL OF SAN JUAN CAPISTRANO On October 1, 2002 the City Council of San Juan Capistrano met regarding: "Consideration of Five-Year Subscription Agreement for CityGIS Service (Digital Map Pruducts, LLC)" Item No. D13 The following action was taken at the meeting: Five-year CityGIS subscription agreement with Digital Map Products, LLc, in the amount of $26,968.48 for the first year and $29,302.88 for each year following approved; and the Mayor authorized to execute the agreement. The following documents are in the process of being executed: agreement If you have any questions regarding this action, please contact Cynthia Russell, Administrative Services Director at 443-6301 for more detailed information. Thank you, V _/^ � M o ahan, CMC ity Cler Enclosed: Cc: James S. Skurzynski, Digital Map Products`; Cynthia Russell, Administrative Services Director nnuo use la San Juan Capistrano: Preserving the Past to Enhance the Future • • Page 1 of 1 Dawn Schanderl Frrjm: Meg Monahan Sent: Friday, October 25, 2002 6:17 PM To: Dawn Schanderl Cc: Maria Guevara Subject: A few notes Let's add the Sewer District under city file numbers. your in-box. City Council is the only agenda missing items: o Presaatatieas.-amployee recognition; finance award; o eering Director—speed humps—Julia is checking whether this item will be pulled or not :.._. ady to go. I've left the yellow highlights. Please remove them after file numbers are-checked' The agreement with City GIS (the one that Diane Bathgate signed) needs to be signed by the consultant. It is somewhere in Cindy's office. Ziad had arranged to have a new set of signed agreements sent by the consultant. When I reviewed hem, they did not math the agreement that was in the agenda packet, so I tossed them. CA �, Y/ �l,�--�0 Please -^ ' timesheets to Mae on 10-30-02, I've put mine in your in-box. Please review, ' h Giratlptho5e'WWS"Vt3Mthe 10-15-02 agenda. I had no idea where theyId be 10117 sent a next step should be. 1 hope things are too wild while I'm gone and that Halloween is fun. Thanks for all of your help. Meg 10/28/2002 Dawn Schanderl To: Meg Monahan Subject: Digital Map Products If and when the agreements appear they may be distributed. I have received required insurance t 0 JOHN BURNHAM INSURANCE SERVICES N H T November 08, 2002 C-M n r_, .0 < Attention: City Clerk City of San Juan Capistrano ? �, 32400 Paseo Adelanto o San Juan Capistranto, CA 92675 Re: Digital Map Products Enclosed please find a copy of the policies for Digital Map Products as well as a copy of the certificate of insurance previously mailed to you. If you should have any questions please feel free to contact our office. V Iyan trative Assistant KeatOn(a)mohnburnham.com KJ E/ Enclosure CA License#0099753 0 Dawn Schanded To: Ziad Mazboudi Subject; Digital Map Products FYI: I have received the insurance for Digital with the exception of the general liability endorsement form naming the City as an additional insured. This is a separate form from the certificate of insurance. t 0 0 Dawn Schanderl From: Cindy Russell Sent: Wednesday, October 30, 2002 5:34 PM To: . Dawn Schanderl Subject: RE: Digital Map Projects - CityGIS Subscription Agreement Thanks for the reminder. Juliet and I discussed sending them before I left and we didn't. I will send them to be signed tomorrow. I will ask them to return the agreement and insurance docs ASAP. Thanks, ciV�d� P-VsSeU, X=C�3O1 -----Original Message----- From: Dawn Schanderl Sent: Wednesday,October 30,2002 3:56 PM To: Cindy Russell Subject: Digital Map Projects-CityGIS Subscription Agreement I have a note from Meg that these agreements are in your office. HELP 04,A-1 * , M I ro 3� � (erg' , --3 D November 25, 2002 DIG 1 TA L MACTSP Ms. Meg Monahan City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Dear Ms. Monahan: On October 1, 2002, the City of San Juan Capistrano entered into Sublicense Agreement No. 0207101 with Digital Map Products to provide GIS licensed data and Internet host application subscription services to the City. In Paragraph 15, the address for Digital Map Products is incorrectly stated. Please change the address of Digital Map Products to read as follows: Digital Map Products 575 Anton Boulevard, Suite 750 Costa Mesa, California 92626 Attn: Contracts Phone: (714) 432-7637 ext. 2348 All other information should be correct. We apologize for the inconvenience. Sincerely, DIGITAL MAP PRODUCTS iUsa A. Cierley Office Manager cc: Ziad Mazboudi 575 Anton Blvd., Swte 750 Costa Mesa,California 92626 TeP 714.432.7637 Fax 714432.8657