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21-019 Mission Control GG, Inc., Technology Software-as-a-Service Agreement
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TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND MISSION
CONTROL GG, INC. FOR SOFTWARE-AS-A-SERVICE
THIS AGREEMENT (“Agreement”), by and between the CITY OF CUPERTINO, a
California municipal corporation ("City"), and MISSION CONTROL GG, INC., a
Corporation whose address is 401 Pine Street, Saint Louis, MO 63102 ("Software
Provider") (collectively referred to as the “Parties”).
RECITALS:
The following Recitals are a substantive portion of this Agreement:
A. City is a municipal corporation duly organized and validly existing under
the laws of the State of California.
B. Software Provider is specially trained, experienced, and competent to
perform the special services which will be required by this Agreement.
C. City and Software Provider desire to enter into an agreement for Software
Provider’s provision of software-as-a-service (SaaS) pertaining to City’s online systems.
Through this Agreement, Software Provider shall provide to City E-sports application for
teens and adults in our community relating to the City’s network. The full scope of
services covered by this agreement is described in the attached Exhibit A: Service Level
Agreement (the “SLA”).
NOW, THEREFORE, the Parties mutually agree as follows:
1. TERM
The term of this Agreement shall commence on the last date signed below
(“Effective Date”). The term of this Agreement is 1 Year, unless the Agreement is
terminated prior thereto under the provisions of Section 16, below. The City’s
appropriate department head or the City Manager may extend the Term through a
written amendment to this Agreement, provided such extension does not include
additional contract funds. Extensions requiring additional contract funds are
subject to the City’s purchasing policy.
2. SCOPE OF SERVICES AND CONDITIONS THEREOF
Subject to the terms and conditions set forth in this Agreement, Software Provider
shall perform each and every service to the schedule of performance set forth in
the SLA (collectively “Services”), as described below.
1. Responsibilities of Software Provider. Software Provider shall provide the
software services as further described in the SLA. The Services provided under this
Agreement shall include (a) any software, plug-ins, or extensions related to the
Services or upon which the Services are based including any and all updates,
upgrades, bug fixes, dot releases, version upgrades, or any similar changes that may
be made available to the Software Provider from time to time (the “Software”), (b)
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any and all technical documentation necessary or use of the Services, in hard copy
form or online (the “Documentation”), (c) regular maintenance of Software
Provider’s system, and (d) other technology, user interfaces, know-how, and other
trade secrets, techniques, designs, inventions, data, images, text, content, APIs, and
tools provided in conjunction with the Services.
2. Equipment. If necessary to enable Software Provider to fulfill its obligations under
the SLA, Software Provider shall, at its sole cost and expense, furnish all facilities,
personnel and equipment to City necessary to provide the Services (the
“Equipment”). City agrees, if necessary, to install the Equipment at the location(s)
and in the manner specified by Software Provider and as directed by Software
Provider. Any Equipment installed by City is a part of the Service and loaned to
City by Software Provider, not sold. City agrees to return the Equipment to
Software Provider at the termination of this Agreement in an undamaged condition,
less ordinary wear and tear.
3. Registration. Prior to using the Services, City shall identify the administrative
users for its account (“Administrators”). Each Administrator will be provided an
administrator ID and password.
4. License Grant. Software Provider hereby grants City a license to use the Software
and the Documentation for the permitted purpose of accessing the Services.
5. Reservation of Rights and Data Ownership. City shall own all right, title, and
interest in its data that is related to the services provided by this contract. Software
Provider shall not access City user accounts or City data, except (1) as essential to
fulfillment of the objectives of this Agreement, (2) in response to service or
technical issues, or (3) at City’s written request.
6. Data Protection. In carrying out the Services, Software Provider shall endeavor
to protect the confidentiality of all confidential, non-public City data (“City Data”)
as follows:
1. Implement and maintain appropriate security measures to safeguard against
unauthorized access, disclosure, or theft of City Data in accordance with
recognized industry practice.
2. City Data shall be encrypted at rest and in transit with controlled access.
Unless otherwise stipulated, Software Provider is responsible for encryption
of the City Data.
3. Software Provider shall not use any City Data collected by it in connection
with the Service for any purpose other than fulfilling the obligations under
this Agreement.
7. Software Ownership. Software Provider owns the Services, Software,
Documentation, and any underlying infrastructure provided by Service Provider in
connection with this Agreement. City acknowledges and agrees that (a) the
Services, any Software, and Documentation are protected by United States and
international copyright, trademark, patent, trade secret, and other intellectual
property or proprietary rights laws, (b) Software Provider retains all right, title, and
interest (including, without limitation, all patent, copyright, trade secret, and other
intellectual property rights) in and to the Services, the Software, any
Documentation, any other deliverables, any and all related and underlying
technology and any derivative works or modifications of any of the foregoing,
including, without limitation, (c) the Software and access to the Services are
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licensed on a subscription basis, not sold, and City acquires no ownership or other
interest in or to the Services, the Software, or the Documentation other than the
license rights expressly stated herein, and (d) the Services are offered as an on-line,
hosted solution, and that City has no right to obtain a copy of the Services.
8. Restrictions. City agrees not to, directly or indirectly,: (i) modify, translate, copy,
or create derivative works based on the Service or any element of the Software, (ii)
interfere with or disrupt the integrity or performance of the Services or the data
contained therein or block or disrupt any use or enjoyment of the Services by any
third party, (iii) attempt to gain unauthorized access to the Services or their related
systems or networks or (iv) remove or obscure any proprietary or other notice
contained in the Services, including on any reports or data printed from the
Services.
9. Security Incident. In the event a data breach occurs with respect to City Data,
Software Provider shall immediately notify the appropriate City contact by
telephone in accordance with the agreed upon security plan or security procedures
if it reasonably believes there has been a security incident. Software Provider shall
(1) cooperate with City to investigate and resolve the data breach, (2) promptly
implement necessary remedial measures, if necessary, and (3) document responsive
actions taken related to the data breach, including any post-incident review of
events and actions taken to make changes in business practices in providing the
services, if necessary.
10. Notification of Legal Requests. Software Provider shall contact City upon receipt
of any electronic discovery, litigation holds, discovery searches, and expert
testimonies related to City Data. Software Provider shall not respond to subpoenas,
service of process, and other legal requests related to City without first notifying
City, unless prohibited by law from providing such notice.
11. Access to Security Logs and Reports. Software Provider shall provide reports to
City in a format as specified in the SLA agreed to by both Software Provider and
City. Reports shall include latency statistics, user access, user access IP address,
user access history, and security logs for all City files related to this Agreement.
12. Responsibilities and Uptime Guarantee. Software Provider shall be responsible
for the acquisition and operation of all hardware, software, and network support
related to the services being provided. The technical and professional activities
required for establishing, managing and maintaining the environments are the
responsibilities of Software Provider. The system shall be available for City’s use
on a 24/7/365 basis (with agreed-upon maintenance downtime).
13. Subcontractor Disclosure. Software Provider shall identify all of its strategic
business partners related to services provided under this Agreement, including all
subcontractors or other entities or individuals who may be a party to a joint venture
or similar agreement with Software Provider, and who shall be involved in any
application development and/or operations.
14. Business Continuity and Disaster Recovery. Software Provider shall provide to
City a written business continuity and disaster recovery plan prior to or at the time
of execution of this agreement and shall ensure that it meets City’s recovery time
objective (RTO) of four (4) hours or less.
15. Compliance with Accessibility Standards. Software Provider shall comply with
and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101).
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16. Web Services. Software Provider shall use Web services exclusively to interface
with City Data in near real time when possible.
17. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption
consistent with validated cryptography standards as referenced in FIPS 140-2,
Security Requirements for Cryptographic Modules for all personal data, unless City
approves the storage of personal data on Software Provider’s portable device in
order to accomplish work as defined in the statement of work.
3. COMPENSATION TO SOFTWARE PROVIDER
Software Provider shall be compensated for services performed pursuant to this
Agreement in a total amount not to exceed ($1,900.00)dollars. The payments
specified in this section shall be the only payments to be made to Software Provider
for services rendered pursuant to this Agreement. Software Provider shall invoice
City according to the following schedule of milestones/deliverables:
Milestone/Deliverable Total Amount
Upon execution of contract 1,900
City shall pay Contractor within thirty (30) days after receipt of Service Provider’s
invoice. City shall return to Contractor any payment request determined not to be a
proper payment request as soon as practicable, but not later than seven (7) days
after receipt, and shall explain in writing the reasons why the payment request is
not proper.
4. TIME IS OF THE ESSENCE
Software Provider and City agree that time is of the essence regarding the
performance of this Agreement.
5. LICENSES; PERMITS; ETC.
Software Provider represents and warrants to City that it has all licenses, permits,
qualifications, and approvals of whatsoever nature which are legally required to
carry out the purposes of this Agreement.
6. ASSIGNMENTS. Software Provider may assign, sublease, or transfer this
Agreement, or any interest therein, to a third party with the prior written consent
of City. Such consent shall not be unreasonably withheld. City’s withholding of
consent shall be deemed reasonable if it appears that the intended assignee in
question is not financially or technically capable of performing Software
Provider’s obligations under this Agreement, or if City has reason to conclude that
the proposed assignee is otherwise incapable of fulfilling Software Provider’s
duties hereunder.
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7. INDEPENDENT PARTIES
City and Software Provider intend that the relationship between them created by
this Agreement is that of independent contractor. No civil service status or other
right of employment will be acquired by virtue of Software Provider's services.
None of the benefits provided by City to its employees, including but not limited to
unemployment insurance, workers' compensation plans, vacation, and sick leave
are available from City to Software Provider, its employees, or agents. Software
Provider is not a "public official" for purposes of Government Code §§ 87200 et
seq.
8. IMMIGRATION REFORM AND CONTROL ACT (IRCA)
Software Provider assumes any and all responsibility for verifying the identity and
employment authorization of all of his/her employees performing work hereunder,
pursuant to all applicable IRCA or other federal or state rules and regulations.
Software Provider shall indemnify and hold City harmless from and against any
loss, damage, liability, costs, or expenses arising from any noncompliance of thi s
provision by Software Provider.
9. NON-DISCRIMINATION
Consistent with City's policy prohibiting harassment and discrimination, Software
Provider agrees that neither it nor its employee or subcontractors shall harass or
discriminate against a job applicant, a City employee, or a citizen on the basis of
race, religious creed, color, national origin, ancestry, handicap, disability, marital
status, pregnancy, sex, age, sexual orientation, or any other protected class status.
Software Provider agrees that any and all violations of this provision shall
constitute a material breach of this Agreement.
10. INTELLECTUAL PROPERTY INDEMNIFICATION
Software Provider agrees to, at its expense, defend and/or settle any claim made by
a third party against City alleging that the City's use of the Services infringes such
third party’s United States patent, copyright, trademark, or trade secret (an “IP
Claim”), and pay those amounts finally awarded by a court of competent
jurisdiction against City with respect to such IP Claim.
11. DUTY TO INDEMNIFY AND HOLD HARMLESS
Software Provider shall indemnify, defend, and hold harmless City and its officers,
officials, agents, employees, and volunteers from and against any and all liability,
claims, actions, causes of action, or demands whatsoever against any of them,
including for any injury to or death of any person or damage to property or other
liability of any nature, whether physical, emotional, consequential, or otherwise,
arising out of, pertaining to, or related to the performance of this Agreement by
Software Provider or Software Provider’s employees, officers, officials, agents, or
subcontractors, except where such liability arises solely as a result of the active
negligence or willful misconduct of City. Such costs and expenses s hall include
reasonable attorneys’ fees of counsel of City’s choice, expert fees, and all other
costs and fees of litigation.
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Provider agrees to obtain executed indemnity agreements with provisions identical
to those set forth here in this Section 11 from each and every subcontractor, or any
other person or entity involved by, for, with, or on behalf of Contractor in the
performance of this Agreement. Failure of City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way act as a
waiver of any rights hereunder.
The provisions of this Section 11 survive the completion of the Services or
termination of this Agreement.
12. INSURANCE:
A. General Requirements. On or before the commencement of the term of this
Agreement, Software Provider shall furnish City with certificates showing the type,
amount, class of operations covered, effective dates, and dates of expiration of
insurance coverage in compliance with the requirements listed in Exhibit B.
Software Provider shall maintain in force at all times during the performance of this
Agreement all appropriate coverage of insurance required by this Agreement.
B. Subrogation Waiver. Software Provider agrees that in the event of loss due
to any of the perils for which it has agreed to provide comprehensive general and
automotive liability insurance, Software Provider shall look solely to its insurance
for recovery. Software Provider hereby grants to City, on behalf of any insurer
providing comprehensive general and automotive liability insurance to either
Software Provider or City with respect to the services of Software Provider herein,
a waiver of any right to subrogation which any such insurer of said Software
Provider may acquire against City by virtue of the payment of any loss under such
insurance.
13. RECORDS
Software Provider shall maintain internal records reflecting that the Services were
performed by Software Provider hereunder in accordance with customary
recordkeeping practices in the software development industry. Software Provider
shall provide free access to such records to the representatives of City or its
designee’s at all reasonable and proper times, and gives City the right to examine
and audit same, and to make transcripts therefrom as necessary. No such
examination and audit shall give City the right to access records relating to other
Software Provider customers. Such records shall be maintained for a period of four
(4) years after Software Provider receives final payment from City for all services
required under this Agreement.
14. NONAPPROPRIATION
This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code,
and this Agreement will terminate without any penalty (a) at the end of any fiscal
year in the event that funds are not appropriated for the following fiscal year, or (b)
at any time within a fiscal year in the event that funds are only appropriated for a
portion of the fiscal year and funds for this Agreement are no longer available. This
Section shall take precedence in the event of a conflict with any other covenant,
term, condition, or provision of this Agreement.
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15. NOTICES
All notices, requests, and approvals must be sent to the persons below in writing to
the persons below, and will be considered effective on the date of personal delivery,
the delivery date confirmed by a reputable overnight delivery service, on the fifth
(5th) calendar day after deposit in the United States Mail, postage prepaid,
registered or certified, or the next business day following electronic submission:
TO CITY:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: Bill Mitchell
TO SOFTWARE PROVIDER:
Mission Control GG, INC.
401 Pine Street
Saint Louis, MO 63102
Attention: Andrew Madison
16. TERMINATION
A. Basis for Termination. In the event Software Provider fails or refuses to
perform any of the provisions hereof at the time and in the manner required
hereunder, Software Provider shall be deemed in default in the performance of this
Agreement. If Software Provider fails to cure the default within the time specified
and according to the requirements set forth in City’s written notice of default, and
in addition to any other remedy available to the City by law, the City Manager or
her designee may terminate the Agreement by giving Software Provider written
notice thereof, which shall be effective immediately. The City Manager or her
designee shall also have the option, at her sole discretion and without cause, of
terminating this Agreement by giving seven (7) calendar days' prior written notice
to Software Provider as provided herein. Upon receipt of any notice of termination,
Software Provider shall immediately discontinue performance.
B. Pro Rata Payments. City shall pay Software Provider for services
satisfactorily performed up to the effective date of termination. In such event, a
calculation of the amounts due shall be deemed correct as computed on a pro rata
basis with compensation provided for the period of service paid as a percentage of
the total contract amount.
C. Handling of City Data. In the event of a termination of this Agreement,
Software Provider shall implement an orderly return of City data in a CSV or
another mutually agreeable format at a time agreed to by the parties and the
subsequent secure disposal of City data. During any period of service suspension,
Software Provider shall not take any action to intentionally erase any City data for
a period of thirty (30) days after the effective date of termination, unless authorized
by City. City shall be entitled to any post-termination assistance generally made
available with respect to the Services; unless a unique data retrieval arrangement
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has been established as part of the SLA. Software Provider shall securely dispose
of all requested data in all of its forms, including disk, CD/DVD, backup tape, and
paper, when requested by City. Data shall be permanently deleted and shall not be
recoverable, according to National Institute of Standards and Technology (NIST)-
approved methods. Certificates of destruction shall be provided to City.
17. WARRANTY AND WARRANTY DISCLAIMER
Software Provider warrants that, (i) the Services shall be provided in a diligent,
professional, and workmanlike manner in accordance with industry standards, (ii)
the Services provided under this Agreement do not infringe or misappropriate any
intellectual property rights of any third party, and (iii) the Services shall
substantially perform in all material respects as described in the SLA. In the event
of any breach of section (iii), above, Software Provider shall, as its sole liability
and as City’s sole remedy, repair or replace the Services that are subject to the
warranty claim at no cost to City, or if Software Provider is unable to repair or
replace, then it will refund any pre-paid fees for services not rendered. Except for
the warranty described in this section, the Services are provided without warranty
of any kind, express or implied, including, but not limited to, the implied warranties
or conditions of design, merchantability, fitness for a particular purpose, and any
warranties of title and non-infringement.
18. COMPLIANCE
Software Provider shall comply with all state or federal laws and all ordinances,
rules, policies, and regulations enacted or issued by City.
19. CONFLICT OF LAW
This Agreement shall be interpreted under, and enforced by the laws of the State of
California excepting any choice of law rules which may direct the application of
laws of another jurisdiction. Any suits brought pursuant to this Agreement shall be
filed with the Superior Court for the County of Santa Clara, State of California.
20. ADVERTISEMENT
Software Provider shall not post, exhibit, or display, or allow to be posted,
exhibited, or displayed, any signs, advertising, show bills, lithographs, posters, or
cards of any kind pertaining to the services performed under this Agreement unless
prior written approval has been secured from City to do otherwise.
21. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the Parties, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement
or implied covenant shall be held to vary the provisions hereof. Any modification
of this Agreement will be effective only by written execution signed by both City
and Software Provider. In the event that any Service Level Agreement, Exhibit,
associated instrument, or agreement executed by the Parties in conjunction with
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this Agreement or prior thereto contains a term that conflicts with the terms of this
Agreement, the terms of this Agreement shall govern and supersede any other
document or Exhibit.
22. AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have
the legal capacity and authority to do so on behalf of their respective legal entities.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed.
CITY OF CUPERTINO
A Municipal Corporation
By ___________________
Title ___________________
Date __________________
APPROVED AS TO FORM:
_________________________
City Attorney
Heather M. Minner
ATTEST:
__________________________
City Clerk
__________________________
Date
SOFTWARE PROVIDER
MISSION CONTROL GG, INC.
By ___________________
Title ___________________
Date __________________
Austin M Smith
CEO
Oct 27, 2020
Heather M. Minner
Nov 3, 2020
IT Manager Applications
Nov 4, 2020
Mission Control GG
Service Level Agreement
1. Purpose. Mission Control is in the business of designing and operating a software-as-a-service
platform which facilitates the formation of recreational esports leagues (the "Services"). Individuals
within Channel Partner's network wish to have access to the Services and Channel Partner wishes to
arrange for such access for the Authorized Users (the "Purpose"). In order to fulfil the Purpose, the
Parties enter into this Agreement.
2.Payment for Access to the Services. Channel Partner shall pay Mission Control the following:
2.1 Setup Fee. Channel Partner shall pay Mission Control a setup fee for the on-boarding
and deliverables as Channel Partner joins the platform:
Basic Setup Fee (Automated Setup Process): $700.00
Advanced Setup Fee (Exclusive 1on1 Setup Process): $1,500.00
2.2 Annual Fee. Beginning 10/22/2020, unless Channel Partner terminates this agreement
by written notice to Mission Control, Channel Partner will automatically be charged a recurring
annual fee for access to the Services, based upon the number of Active Authorized Users accessing
the Services. "Active Authorized Users" are defined as users who have been registered in Channel
Partner’s organization on the Mission Control platform within the previous 30 days or has been
active in a league associated with Channel Partner's organization on the Mission Control platform
within the previous 90 days. Channel Partners will not be upgraded to a new tier (as set forth below)
without its explicit consent. Select the tier you expect to be in (subject to change, based on size,
pending approval):
0 – 40 Active Authorized Users: $600.00 ("Tier 1")
41-150 Active Authorized Users: $1,200.00 ("Tier 2")
151-500 Active Authorized Users: $3,000.00 ("Tier 3")
500+ Mutually Agreed Upon Pricing
3. Revenue Share.
Channel Partner intends to charge League Registration Fees
Channel Partner does not intend to charge League Registration Fees
3.1 League Registration Fee Revenue Share. If the applicable box is checked
immediately above, as directed by the Channel Partner at time of League Creation, Mission Control
will charge Authorized Users a fee for participating in the Services (a "League Registration Fee").
Mission Control will pay to the Channel Partner 90% of League Registration Fee gross revenues
generated by the Channel Partner's Authorized Users (the "Revenue Share Amount"). If the
applicable box is not checked immediately above, the provisions of this Section 3 shall not apply to
the relationship between the Parties.
3.2 Reporting. Monthly, no later than the 30th day of the month following the month in
which a League Registration Fee is paid, Mission Control shall send to Channel Partner a report
X
X
X
EXHIBIT A - SLA
indicating the amount of League Registration Fees paid by Channel Partner's Authorized Users and
the Revenue Share Amount for the preceding month.
3.3 Payment of Revenue Share. Monthly, no later than the 30th day of the month
following the month in which a League Registration Fee is paid, Mission Control shall pay the
Revenue Share Amount to Channel Partner via ACH using the following instructions:
4.Licensing of Marks. Each of the Parties grants to the other the limited, non-transferable,
revocable permission to use the other Party's trademarks, service marks or other identifying marks of the
other Party (the "Marks") in order to achieve the Purpose. No other use of the Marks is permitted without
the express written consent of the other Party. Neither Party shall depict the Marks in any manner or in
any materials that would tend to denigrate, disparage, tarnish, present in a false light, or otherwise reflect
negatively on the Marks, the other Party or any of its affiliates, or any of the other Party's respective
products or services. The Parties may revoke the permission set forth in this Section 4 at any time by
written notice. Each Party may publicly disclose the fact that an agreement between Mission Control and
Channel Partner exists, however the terms of this Agreement shall be kept confidential by both Parties.
5.Terms of Use. The relationship between Mission Control and Channel Partner, and the use of
the Services by Authorized Users shall at all times be subject to Mission Control's Terms of Use, as set
forth at https://app.termly.io/document/terms-of-use-for-website/15087e11-678e-49c8-9fb9-
feff372268de, as may be amended from time to time.
6. Data and Privacy. The relationship between Mission Control and Channel Partner, and the use
of the Services by Authorized Users shall at all times be subject to Mission Control's Terms of Use, as set
forth at https://app.termly.io/document/privacy-policy/61d2c399-55ab-4ba8-b7bf-
9c704dd6330c#infocollect, as may be amended from time to time.
Contract No. ________
Exhibit B: Insurance Requirements and Proof of Insurance
Proof of insurance coverage described below is attached to this Exhibit, with City named as
additional insured.
1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES
Additional Insureds:
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and
volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s
Commercial General Liability and Cyber Liability policies. General Liability coverage can be
provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form
CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used).
Primary Coverage:
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-
insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of
Software Provider’s insurance and shall not contribute to it.
Notice of Cancellation:
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except
with written notice to City 30 days in advance or 10 days in advance if due to non-payment of
premiums.
Workers' Compensation:
As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no
less than $1,000,000 per occurrence for bodily injury or disease.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of
City for all work performed by Software Provider, its employees, agents, and subconsultants.
General Liability:
For bodily injury, property damage, personal injury liability for premises operations, products and
completed operations, contractual liability, and personal and advertising injury with limits no less
than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either
the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or
25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement that any available insurance proceeds broader than or in excess
of the specified minimum insurance coverage requirements and/or limits shall be made
available to the Additional Insured and shall be (i) the minimum coverage/limits specified
in this agreement; or (ii) the broader coverage and maximum limits of coverage of any
insurance policy, whichever is greater.
b. Additional Insured coverage under Software Provider’s policy shall be "primary and
non-contributory," will not seek contribution from City’s insurance/self-insurance, and
shall be at least as broad as ISO Form CG 20 01 (04/13).
Contract No. ________
c. The limits of insurance required may be satisfied by a combination of primary and
umbrella or excess insurance, provided each policy complies with the requirements set forth
in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain
a provision that such coverage shall also apply on a primary basis for the benefit of City
before the City’s own insurance or self-insurance shall be called upon to protect City as a
named insured.
Automobile Liability
ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less
than $1,000,000 per accident for bodily injury and property damage.
Cyber Liability:
Insurance, with limits not less than:
$2,000,000 each occurrence
$2,000,000 aggregate - all other
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by
Software Provider in this Agreement and shall include, but not be limited to, claims involving
infringement of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction
of electronic information, release of private information, alteration of electronic information,
extortion, and network security. The policy shall provide coverage for breach response costs as
well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient
to respond to these obligations.
If the Software Provider maintains broader coverage and/or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or higher limits
maintained by the Software Provider. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
2. ABSENCE OF INSURANCE COVERAGE.
City may direct Software Provider to immediately cease all activities with respect to this
Agreement if it determines that Software Provider fails to carry, in full force and effect, all
insurance policies with coverages at or above the limits specified in this Agreement. At the
City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge
all costs related to such policy to Software Provider.
3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION.
A Certificate of Insurance, on an Accord form, and completed coverage verification shall be
provided to City by each of Software Provider's insurance companies as evidence of the
stipulated coverages prior to the Commencement Date of this Agreement, and annually
thereafter for the term of this Agreement. All of the insurance companies providing insurance
for Software Provider shall be licensed to do insurance business in the State of California and shall
have, and provide evidence of, a Best Rating Service rate of A:VII or above.
Contract No. ________
4. SUBCONTRACTORS
Software Provider shall require and verify that all subconsultants maintain insurance that meet the
requirements of this Contract, including naming the City as an additional insured on
subconsultant’s insurance policies.
5. HIGHER INSURANCE LIMITS
If Software Provider maintains broader coverage and/or higher limits than the minimums shown
above, City shall be entitled to coverage for the higher insurance limits maintained by Software
Provider.
6. ADEQUACY OF COVERAGE
City reserves the right to modify these insurance requirements/coverage based on the nature of
the risk, prior experience, insurer or other special circumstances, with not less than ninety (90)
days prior written notice.
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
06/15/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Vouch Insurance Services, LLC
831 Montgomery Street
San Francisco, CA 94133
CONTACT
NAME:
PHONE
(A/C, No, Ext):
FAX
(A/C, No):
E-MAIL
ADDRESS
:
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A : State National Insurance Company 12831
INSURED
Mission Control GG, Inc.
401 Pine St
St. Louis, MO 63102
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: COI.25.ESJ8.1 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE ADDL
INSR
SUBR
WVD POLICY NUMBER POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY) LIMITS
COMMERCIAL GENERAL LIABILITY
HDG.BOP.20.FLQM-ESJ8 06-10-2020 06-10-2021 EACH OCCURRENCE $1,000,000
CLAIMS-MADE X OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence) $100,000
X Business Liability MED EXP (Any one person) $10,000
PERSONAL & ADV INJURY $1,000,000
GEN’L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000
X POLICY PRO-JECT LOC PRODUCTS - COMP/OP AGG $2,000,000
OTHER: $
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT
(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
SCHEDULED
AUTOS
NON-OWNED
AUTOS ONLY
BODILY INJURY (Per accident) $
PROPERTY DAMAGE
(Per accident) $
Per Occurrence Limit $
UMBRELLA
LIAB EXCESS
LIAB
OCCUR
CLAIMS-MADE
EACH OCCURRENCE $
EXCESS LIAB AGGREGATE $
DED RETENTION $ $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N / A
PER STATUTE OTH- ER
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
E.L. DISEASE - POLICY LIMIT $
DIRECTOR AND OFFICERS
CYBER - 1ST PERSON
CYBER - 3RD PERSON
CRIME -COMPUTER FRAUD & FUNDS
CRIME - COUTERFIT MONEY
CRIME – EMPLOYEE DISHONESTY
CRIME – FOGERY & ALTERATION
CRIME - FRAUDULENT IMPERSONATION
CRIME - OFF-PREMISE MONEY + SECURITIES
CRIME - ON-PREMISE MONEY & SECURITIES
HDG.MPL.20.9KVC-VBTD
HDG.CRIME.20.D1LK-UOOK
06-10-2020
06-10-2020
06-10-2021
06-10-2021
D&O LIMIT: $1,000,000
CYBER 1ST PERSON LIMIT: $250,000
CYBER 3RD PERSON LIMIT: $500,000
COMPUTER FRAUD & FUNDS LIMIT: $10,000
COUTERFIT MONEY LIMIT: $25,000
EMPLOYEE DISHONESTY LIMIT: $500,000
FOGERY & ALTERATION LIMIT: $100,000
FRAUDULENT IMPERSONATION LIMIT: $10,000
OFF-PREMISE MONEY + SECURITIES LIMIT: $10,000
ON-PREMISE MONEY & SECURITIES LIMIT: $25,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
John Wallace
(415) 488-6728
john.wallace@vouch.us
@vouch
INFORMATIONAL ONLY.
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
10/21/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE
AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE
ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED,
subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does
not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
WEISS INSURANCE AGENCY INC
84531203
683 TRADE CENTER BLVD STE 100
CHESTERFIELD MO 63005
CONTACT NAME:
PHONE
(A/C, No, Ext):
(636) 787-7777 FAX
(A/C, No):
(636) 787-7778
E-MAIL ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC#
INSURER A :Hartford Fire and Its P&C Affiliates 00914
INSURED
MISSION CONTROL GG, INC.
401 PINE ST
SAINT LOUIS MO 63102-2731
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER:REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE
TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE ADDL
INSR
SUBR
WVD
POLICY NUMBER POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/Y YYY)
LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE
CLAIMS-MADE OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE
POLICY PRO-
JECT
LOC PRODUCTS - COMP/OP AGG
OTHER:
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident)
ANY AUTO BODILY INJURY (Per person)
ALL OWNED
AUTOS
SCHEDULED
AUTOS BODILY INJURY (Per accident)
HIRED
AUTOS
NON-OWNED
AUTOS
PROPERTY DAMAGE
(Per accident)
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS-
MADE
EACH OCCURRENCE
AGGREGATE
DED RETENTION $
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY
PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N/ A 84 WBC AH6K25 09/15/2020 09/15/2021
X PER
STATUTE
OTH-
ER
Y/N E.L. EACH ACCIDENT $1,000,000
E.L. DISEASE -EA EMPLOYEE $1,000,000
E.L. DISEASE - POLICY LIMIT $1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Those usual to the Insured's Operations.
CERTIFICATE HOLDER CANCELLATION
Mission Control Customer
401 PINE ST
SAINT LOUIS MO 63102
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED
IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD
