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HomeMy WebLinkAboutLINEAR SYSTEMS (2)uvJUkANGE ON FILE WORK MAY PROCEED LINTILNINS 1 CEEXPIRES KOUULLO OL DATE. i'?,Zj t0 FIRST A-2018-167 THIS FIRST AMENDMENT to the above -referenced agreement is entered into on June 19, 2018, by and between Linear Systems ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement #A-2017-152, dated July 1, 2017 ("Agreement'), by which Contractor agreed to provide maintenance to and support as necessary for the Police Department's digital imaging management system (DIMS) which maintains all photograph, video and audio evidence for the Police Department vehicle towing and storage services. B. The original term of the Agreement was from July 1, 2018 through June 30, 2018, with an option to extend the agreement for up to two (2) one-year extensions, upon a writing executed by the City Manager and the City Attorney. The Agreement is still current and in effect. C. The compensation term of the Agreement provided for a not to exceed amount of $33,000 over the term of the Agreement, which included the option extension periods. The sum of the amount included $23,000 for services with a $10,000 contingency amount for services as performed under the sole direction of the City. The contingency amount was not used during the tern of the original Agreement. D. The parties wish to amend this Agreement to exercise both options and extend the term of the Agreement for an additional two (2) years. The parties also wish to increase the overall compensation to reflect costs for services rendered by the Contractor for the extended term. The Parties therefore agree: Section 2, Compensation, is amended to increase the yearly amount for services at $23,000 a year or $46,000 for the remaining two (2) years of the Agreement. A contingency amount of $10,000, not utilized during the first year of the Agreement, shall remain for services performed by the Contractor at the sole discretion of the City. The total not to exceed amount for the Agreement shall be $79,000. The sum is comprised of the yearly amount of $23,000, over the entire term of the Agreement plus the $10,000 contingency. 2. Section 3, Term, is amended to increase the term of the Agreement for an additional two (2) years and continue through June 30, 2020. 3. Except as modified by this First Amendment, all terns and conditions of the Agreement shall remain in full force and effect. Page 1 of 2 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year .first written above. ATTEST ,- a4tpi z>. ;✓ MA IA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO CityAtomey TAMA`N4 BC Assistant City RECOMMENDED FOR APPROVAL i (--D ALENTIN Chief of Police CITY OF SANTA ANA RAUL GODIN IIr-- City Manager CONTRACTOR 17 t ame: Title:i'(ttLkEe RTycn Page 2 oF2 CERTIFICATE OF LIABILITY INSURANCE I D3/112018/,512018 I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION 1S 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 enclorsoment(s). PRODUCER HUB INTERNATIONAL INS SERVICES INC $390 UNIVERSITY AVE, 4300 IlVERSIDE, CA 92501 INSURED LINEAR SYSTEMS INC. 8403 MAPLE PLACE RANCHO CUCAMONGA, CA 91730 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. INSiR —' _.._..........._-_..._.A001�B'��-..-.,.._-__._-....:__ POLICY EPF ._ FOLICY EXP r..-......_..__._..._._,._........._��_� LTR TYPE OF INSURANCE POLICYN MBER M1100 YY�MMIDOIY LIMITS GENERAL LIABILITY EACH CCCURRENCE $ 1,000.000 X� COMMERCIAL GENERAL LIABILITY PREMISFS s 3OO OOO A } CLAIMS -MADE[?- OCCUR 053 9898815 05 I04/25/2018 04/25/2019 lnEDEXPIAnycne pe5an)y •s IO OOO PERSONAL&AOV INJURY i s 1,000,000 GENERAL AGGREGATE .,.d _ $2000000 'LAGGRCGATE LIMIT APPLIES PER PRO i I PRODUCTS-COMPRJPAGG �..___ _..._.s ................. s2000000 ........__ __. POLICY 1 LOC 1 i AUTOMOBILE LIABILITY COMBINED INED SINGLE M a a (, 1,000,000 ANVAVTO e00ILV INJURY (For persons S B -"-` ALLOWNED —' SEULED CHOD AW3 9898809 05 04/25/2018 04/25/2019 -.._.._.__...-.__..___...__-._-..._......._... BODILY INJURY _.. -..._ _.__ _ AUTOS AUTS (Peramitlongl$ X .-..,,, -.._ X NON-0W1VE0 HIRED AUTOS AUTOS V ___.__ _ (SPERTY DAMHGE'--'-TS�'-`'-_.__ ............... 5 I X UMBRELLA LIAR X OCCUR Fx I Z EACH OCCURRENCE s 1,000,000 A EXCESSLIA O CLAIM$ -MADE I OB3 9898815 05 ! 04/25/2018 04/25/2019 AGGREGATE �$ - _ 1,000,000 -^_ - 1 ( i ~ DED RETENTIONS COMPENSATION WO TA'rUTA'rU BOTH.. D LOYERT LIABILITY EXECUTIVE NIA[ W23987156405 03/01/2018 03/01/2019I EL EACH ACCIDENTI $ 1 000000 d FICE VEMB R EXCLUDEp andatory InNH) i EL DISEASE, EnEMPLOYE s 1 000000 es, desmbv ander E I ' """" -IT DISEASE- POLICY LIMIT I S 1,000,000 1 DESCRIPTION OF OPERATIONS) LOCA1IONS I VEHICLES (Attach ACOR0101, Atldidanal Remarks Schedule. Ir mare space is raqutredl Certificate Holder is an Additional Insured pursuant to the terms and conditions of form: 3911006 (Businessowners Liability Special Broadening Endorsement).Additional Insured is primary agn7d, noncontributory to the extent provided by form 391-1003. City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE r' ©1988-2010 AC( ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD All rights reserved. -.;-�^"^-1 LINESYS-91 NZALE OF INSURANCE 'ATEIMAllDD1YYYVl CERTIFICATE LIABILITY THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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 NOTCONSTITUTE A CONTRACT BETWEEN THE ISSUINGINSURER(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 endorsements}, PRODUCER License fP 0757776 HUB International Insurance Services Inc. P.O. Box 5345 Riverside, CA 92517 gONEACT Jennifer Houses (AiCNNo, Ez9Z-} 77g-8FJ$3 FA% 951 ��1�2572 t»rc, Nag{ } EoA,'Uss,eal,epu hubinternationaLeom i R $ AFFORDING COVERAGE (C INSURER A: BeazleinsuranceComAany 37540 INSURED INSURER B: _ INSURER C; Linear Systems, Inc. INSURER 0 8403 Maple Place Rancho Cucamonga, CA 91730 INSURER E: INSURER F: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY 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, IN$R R 'rYFE OF INSURANCE ADDLISUBROID p POLICY NUMBER POLICY EFT POLICY p LIMITS-----J-17 Xa0P y COMMERCIALGENERALLIASIUrY CLAIMS -MADE ❑ OCCUR -r EACH OCCURRENCE DAMMAIG$EE�4�ENTED MED EXP Aff one arson _P_ER_SONALBADV INJURY GENERAL AGGREGAT PRODUCTS-COMP/OP G w ^� $ .Si_..._.__^T $ _, � $ _ LIMIT APPLIES PER: 'LAGGRF ATE L POLICY']JEqCT F LOC $' 1_-- — AUTOMOBILE .� _ LIABILITY ANVAUTD OWNED SCHEDULED AUTOS AUTOS ��++// AUTO&ONLY AOTO-0SONNLY I COMBINED SINGLE LIMIT _BODILY INJURY Per arson 80qDILYINJURY Perawidenl Pedsca�ry. AMAGE $ $ - UMBREIlA UAB L EXCESS DAB F-ICLAWS-MADE I OCCUR EACHOCCU R NCE —I,„ AGGREGATE DED J_LRETENTION 5 A A wpRKRftB COMPENSATION ANDEMPLOYERS'LIABILITY YIN AANNTN Y PROPRIETOR/PARERIEXECUTIVE ❑ andaIn ryn)EXCWDEDI (mtory If S, desolibe under D f P IOh'QP,OPERATIONS We,, Professional Lab PROF DED: $10,000 NIA _ V102F'2180901 V102F2180901 03/01lid Ts— 03/01/2018 RER OTH- E.L. EACH ACCIDENT E.L. EMPLOYS E.L, DISEASE -POLICY IMI7 _ 03101%2 119 Each Claim 03/0112019 Aggregate _ y�— " _$ $ $ _ 2,000,000 2,000,000 City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) 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 REPRE$ENTA nvE R01417761EWITFAMI Ca71988.2015 ACORD The ACORD name and logo are registered marks of ACORD riailts reserved. �1 LINESYS-01 CERTIFICATE OF LIABILITY INSURANCE EBETT DATazsn126/001ol9 ) s 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 endorsements . PRODUCER License # 0757776 Riverside, CA - HUB International Insurance Services Inc. PO BOX 5345 Riverside, CA 92517 CONTACT Jennifer Housel PNONE FAX LAIC, No, Ext): (951) 779-8581 Alt, No): AEbmpAg'ELss.ionnifer.housel@hubinternational.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Citizens Insurance Company of America 31534 INSURED Linear Systems, Inc. 8403 Maple Place Rancho Cucamonga, CA 91730 INSURER B :Allmerica Financial Benefit Insurance Com an / 41840 INSURER c: Beazley Insurance Company 37540 INSURER D : INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER- REVICInM NIIMRPR. 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 RESPECTTO 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 TYPE OF INSURANCE ADDL INSD SUBR War) POLICY NUMBER POL01 pY EFF POLICY EXPJJJL LIMITS A COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FA] OCCUR X X OB39898815 412512019 4125/2020 EACH OCCURRENCE $ 1,000,000 DAMAGE T ERENTEDPREMISES nCe $ MED EXP (My... arson $ 10,000 PERSONAL B ADV INJURY $ 1,000,000 GEN'L X AGGREGATE LIMIT APPLIES PER POLICY Lac GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: B AUTOMOSILELIABILITY COMaBINIED SINGLE LIMIT es flEsiX $ 1,000,000 BODILY INJURY Per persond $ MY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS AW3989880906 412512019 4125/2020 BODILY INJURY Per accident $ Parraccdenl AMAGE $ WW AUTOS ONLY AUrO50NLB UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE EXCESS LIAB CLAIMS -MADE DED RETENTION $ _4 B WORKERS EMPLCOMPENSATION YERS' LIAB IION ANY PROPRIETORIPARTNERJEXECUTIVE YIN pFFICERMIEMBER EXCLUDED? (Mandatory in NH) If yes, describe under D DESCRIPTION OF OPERATIONS below NIA W239871564 3/112019 3/1/2020 X PER ERH E. L. EACH ACCIDENT 11000,000 E.L. DISEASE- EA EMPLOYE 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 C Professional Liab X V102F2191001 31112019 3/1 22020 Each Claim 2,000,000 C PROF DED: $10.000 V102F2191001 31112019 3/1/2020 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana it's officers, employees, agents, volunteers and representatives are Additional insured regarding general liability coverage when required by written contract per attached form 39110060816. Waiver of Subrogation and Primary and noncontributory wording apply when required by written contract per attached endorsement 39110030816. Additional insured status regarding E&O Coverage applies when required by written contract per attached Endorsement F00434092014 �Md-vvvc t"- z-req ,12-1t9 CERTIFICATE HOLDER CANCFI I ATInN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE F ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 44 Hanover Insurance Group- OB3 9898815 1001051 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3, Alienated Premises Included 3 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators Included 3 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury - Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 Occurrence 5 Product Recall Expense Aggregate Limit $50,000 Aggregate 5 Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION it - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policv is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work' for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional Insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply If the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance services Offices, Inc., with Its permission. Page 1 of 6 �p P Knroo-aFy c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily Injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property 2. damage", "personal and advertising in Jury" arises out of sole negligence of the lessor. (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense Is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (1) The "occurrence" takes place or the offense Is committed after you cease to be a tenant In that premises; or (11) The "bodily injury", "property damage", personal injury' or "advertising injury arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or Z. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not Increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. Additional Insured - Broad Form Vendors The following is added to SECTION 11 - LIABILITY, C. Who Is An Insured: Additional Insured - Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by I aw; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor Is obligated to pay damages by reasons 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; (2) Any express warranty unauthorized by you; 391.1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of Inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged In the original container; (5) Any failure to make such Inspection, adjustments, tests or servicing as the vendor has agreed to make or normally 3. undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or 4, ingredient of any other thing or substance by or for the vendor; (8) "Bodily injury" or °property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an Insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying 5. or containing such products. d. With respect to the insurance afforded to these vendors, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: ` The Hanover Insurance Group_ OB39898815 1001051 The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of Insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not Increase the applicable Limits of Insurance shown in the Declarations. Alienated Premises SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph f3), (4) and (6) do not apply to "property damage" to 'customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used In your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the Insured whether primary, excess, contingent or on any other basis. Incidental Malpractice - Employed Nurses, EMT's and Paramedics SECTION It - LIABILITY, C. Who Is An Insured , paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with Its permission. Page 3 of 6 emergency medical technician or paramedic o. Recall of Products, Work or Impaired employed by you if you are not engaged in the Property is replaced by the following: business or occupation of providing medical, o. Recall of Products, Work or Impaired paramedical, surgical, dental, x-ray or nursing Property services. 6. Personal Injury - Broad Form Damages claimed for any loss, cost or expense incurred by you or others for a. SECTION II - LIABILITY, B. Exclusions, 2. the loss of use, withdrawal, recall, Additional Exclusions Applicable only to inspection, repair, replacement, "Personal and Advertising Injury", paragraph adjustment, removal or disposal of: e. is deleted. (1) "Your product"; b. SECTION 11 - LIABILITY, F. Liability and "Personal (2) "Your work"; or Medical Expenses Definitions, 14. and advertising injury", paragraph b. is (3) "Impaired property"; replaced by the following: If such product, work or property is b. Malicious prosecution or abuse of withdrawn or recalled from the market or process. from use by any person or organization c. The following is added to SECTION II - because of a known or suspected defect, LIABILITY, F. Liability and Medical Expenses "Personal deficiency, inadequacy or dangerous condition in it, but this exclusion does Definitions, Definition 14. and 9 n,,: advertisin in u not apply to "product recall expenses" hat tyou incur for the "covered recall" of "Discrimination" (unless insurance thereof is "your product". prohibited by law) that results in injury to the However, the exception to the exclusion feelings or reputation of a natural person, "discrimination" does not apply to "product recall but only if such is: expenses" resulting from: (1) Not done intentionally by or at the (4) Failure of any products to accomplish direction of: their intended purpose; (a) The insured; (5) Breach of warranties of fitness, (b) Any officer of the corporation, quality, durability or performance; director, stockholder, partner or (6) Loss of customer approval, or any member of the insured; and cost incurred to regain customer (2) Not directly or indirectly related to an approval; "employee", not to the employment, prospective employment or termination (7) Redistribution or replacement of "your of any person or persons by an Insured. product" which has been recalled by like products or d. For purposes of this endorsement, the substitutes; following definition is added to SECTION II - (8) Caprice or whim of the insured; LIABILITY, F. Liability and Medical Expenses Definitions: (9) A condition likely to cause loss of 1. "Discrimination" means the unlawful which any insured knew or had reason to know at the inception of treatment of individuals based upon race, this insurance; color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" (10)Asbestos, including loss, damage or does not include the unlawful treatment clean up resulting from asbestos or of individuals based upon developmental, asbestos containing materials; or physical, cognitive, mental, sensory or (11)Recall of "your products" that have emotional impairment or any no known or suspected defect solely combination of these. because a known or suspected e. This coverage does not apply if liability defect in another of "your products" coverage for "personal and advertising has been found. injury" is excluded either by the provisions of b. The following is added to SECTION 11 - the Coverage Form or any endorsement LIABILITY, C. Who Is An Insured, paragraph thereto. 3.b.: 7. Product Recall Expense "Product recall expense" arising out of any a. SECTION II - LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials or Insurance Services Offices, Inc., with its permission. Page 4 of 6 c. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds•, (2) "Covered Recalls" initiated; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate d. Limit is the most that we will reimburse you for the sum of all "product recall expenses" Incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will ay in connection with any one detect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment 4 The Z�\,, Hanover ]nsurance Gcoup_ OB39898815 1001051 of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense 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 the purposes of determining the Limits of Insurance. The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product' and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement, the following definitions are added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in 'your product' has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements Including stationary, envelopes and postage; 391.1006 BB 16 Includes copyrighted materials of Insurance services Offices, Inc., with Its permisslon. Page 5 of 6 (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses Incurred by "employees" including transportation and accommodations; (1) If the "products - completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 8. Unintentional Failure to Disclose Hazards (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are g. required to avoid "bodily injury" or "property damage" as a result of such disposal, you Incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". f. This Product Recall Expense Coverage does not apply: The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION 11 - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 394.1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 Hanover Insurance Group_ OB39898815 1001051 1. SECTION I - PROPERTY, if two or more of However, if you agree in a written this coverage part's coverages apply to contract, written agreement, or the same loss or damage, we will not pay written permit that the insurance more than the actual amount of the loss or provided to any person or damage. organization included as an 2. SECTION 11 - LIABILITY, it is our stated Additional Insured under this intent that the various Coverage Parts, Coverage Part is primary and forms, endorsements or policies issued to non-contributory, we will not seek the named insured by us, or any company contribution from any other affiliated with us, do not provide any insurance available to that Additional duplication or overlap of coverage for the Insured which covers the Additional same claim, "suit", "occurrence", offense, Insured as a Named Insured except: accident, "wrongful act" or loss. We will (1) For the sole negligence of the not pay more than the actual amount of Additional Insured; or the loss or damage. (2) When the Additional Insured is If this Coverage Part and any other an Additional Insured under Coverage Part, form, endorsement or another liability policy. policy issued to the named insured by us, b. Excess Insurance or any company affiliated with us, apply to the same claim, "suit", occurrence, This insurance is excess over: offense, accident, "wrongful act" or loss, (1) Any of the other insurance, the maximum Limit of Insurance under all whether primary, excess, such Coverage Parts, forms, contingent or on any other basis: endorsements or policies combined shall not exceed the highest applicable Limit of (a) That is Fire, Extended Insurance under any one Coverage Part, Coverage, Builder's Risk, form, endorsement or policy. Installation Risk or similar coverage for "your work"; This condition does not apply to any Excess or Umbrella Policy issued by us (b) That is Property Insurance for specifically to apply as excess insurance premises rented to you or over this policy. temporarily occupied by you with permission of the owner; G. Liberalization If we adopt any revision that would broaden (c) by you to cover eourrchasliability the coverage under this policy without as a tenant for "propert additional premium within 45 days prior to or damage" to premises rented during the policy period, the broadened to you or temporarily coverage will immediately apply to this policy. occupied by you with H. Other Insurance permission of the owner; or 1. SECTION I - PROPERTY (d) If the loss arises out of the If there is other insurance covering the maintenance or use ofaircraft, "autos" or watercraft same loss or damage, will pay only for to the extent not subject to to the amount of covered loss or damage in SECTION II - LIABILITY, excess of the amount due from that other Exclusion g. Aircraft, Auto or insurance, whether you can collect on it or Watercraft; and not. But, we will not pay more than the applicable Limit of Insurance of SECTION 1 (2) Any other primary insurance - PROPERTY. available to you covering liability 2. SECTION 11 - LIABILITY for damages arising out of the premises or operations, or the If other valid and collectible insurance is products and completed available to the insured for a loss we operations, for which you have cover under SECTION 11 - LIABILITY, our been added as an additional obligations are limited as follows: insured by attachment of an a. Primary Insurance endorsement. This insurance is primary except when When this insurance is excess, we will have no duty under SECTION 11 - paragraph b. below applies. If this LIABILITY to defend the insured insurance is primary, our obligations are not affected unless any of the against any "suit" if any other other insurance is also primary. Then, insurer has a duty to defend the "suit". we will share with all that other insured against that If no other insurance by the method described in insurer defends, we will undertake to paragraph c. below. do so, but we will be entitled to the 391-1003 08 16 Includes copyrighted material of Insurance services Office, Inc., with its permission. Page 79 of 81 insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that otherinsurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers. f. When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "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. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2. Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3. The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K. Transfer of Rights of Recovery Against Others to Us 1. Applicable to SECTION I - PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance services Office, Inc., with its permission. Page 80 of 81 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to SECTION 11 - LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. me Hanover Jnsurance Group_ 01339898815 1001051 We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81