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HomeMy WebLinkAboutCOMPULINK MANAGEMENT CENTER INC. 2 - 2003 LASERFICHE® A-2003-047 3545 Long Beach Bivd, Long Beach, CA, 90807 www, laserfiche.com Compulink Management Center, Inc. 3545 Long Beach Blvd Suite 110 Long Beach, California 90807 TERMS AND CONDITIONS THIS AGREEMENT is made on the above License Date by Compolink Management Center, Inc. ("Licensor") duly organized a~d existing under the laws of the State of Callfomia, having its principal place of business at 3545 Long Beach Blvd. Suite 110, Long Beach, California 90807, and City of Santa Ana Police Department, 60 Civic Center Plaza, Santa Aha, CA. 92702, a charter city and municipal co~>oration duly organized and existing under the Constitution and laws of the State of California "Licensee" as designated above. THEREFORE, "Licensor" and "Licensee" do hereby agree as follows: 1. Licensed Software. In this Agreement and any Schedule(s) attached to it, "Software" shall mean the computer programs in executable object code which constitute the LaserFiche System; all user Documentation related to such programs; and all License. Licensee shall pay Licensor the Total Duc, per Sales Order 10053, collectively Exhibit A, ailached Here to and incorporated herein by r~ference. All freight, transfers, insurance, duties, or other transportation and shipment expenses shall be borne by Licensee F.O.B manufacturer's point of shipment, as shall all taxes and government impositions, including sales or use taxes. In consideration of Licensee's payment, and subject to the terms and conditions in this Agreement, Licensor grants Licensee a non-transferable, non-exclusive license to install and use the specified Number of Copies of the Software at Licensee's Equipment Site. Licensor retains title of thc Software. Licensee shall be entitled to make one backup copy of the Software for the use in the event of loss or damage to the original copy of the Software. This Agreement shall Training. As part of the Total Due by Licensee to Licensor, Licenses shall be entitled to receive 12 days of tsaining and emergency on-site trouble shooting. Licensee shall schedule the dates with one day advance notice to Licensor. Notice must be provided in writing to Licensor by 12 noon the previous day scheduled. Source Code. The source is not provided as part of the Software, and Licensee shall not reconstitute the source code from the object code. Any attempt by Licensee to reconstitute the source code shall be deemed a breach of this agreement. If Licensor cannot provide T~chnical Support for the SofBvare due to insolvency, other business interruption, or cessahon of marketing the Software, and, as a result, Licensee is prejudiced, Licensor shaft make a copy of the current source code available to Licensee for its sole use in supporting the Software, without any right to further sublicense its use. Licensee in tarn agrees that the source code for the So~vare is an extremely valuable trade secret and that Licensee wi)l take all reasonable actions in accordance with Section 7 to preserve its trade secret status. When the circumstances giving dee to Licensee's acquisition of the source code have abated, Licensee shall return all copies of the source code in its possession and certify that no copies have been made or that all copies have been destroyed. As par~ of the Total Due by Licensee to Licensor, Licensor will provide reasonable telephone support for designated software during normal business hours from 8:00 a.m. to 5:30 p.m. Pacific Time (excluding weekends and legal holidays); and new Copyright and Patent Indemnity. Licensor will indemnify and hold Licensee harmless and will defend, at its own expense, any threatened or actual suit against Licensee based upon claim that the Software infringes upon a patent, copyright, trade secret or any other intelleetoal prop~ right of any third pm'W in the United States, and wilt pay any settlement, costs and damages awarded, subject to Section 10, provided that: (al such infringatoent has not resulted from mmtification of the Software effected by or for Licensee, from combining the software with any other program or data, or from the use of particular release of the Soi2ware which has been replaced with a non-infringing release; (b) Licensor is notified in wftting promptly of any notice received by Licensee of any claim or of any threatened or actual suit.; (c) Licensor has the right to control the defense of any claims, suits or proceedings, and Licensee will not settle any claims ,units or proceedings without Licensor's consent; and (d) at Licensor's request and expense, Licensor is given sufficient information and assistance by Licensee for the defense of tb~ claim~, suits or proceedings. Following receipt of a no~xce of any claim or thmateaod o~ actual suit, Licensee shall p~rmit Licensor, in Licensor's sole discretion and at its own expense, to procure for Licensee the right to continue using the TELE: 562-988-1688 FAX: 562988-1886 info@laserfiche.corn A I: R F: I c' H 3545Lon~BeachBIvd, Uon~Beach, CA. 90807 · ~o fi~aare; ~=odify~t~e Software ~ueh tn~at it is non_ini~nging, while not degralff~srl~[~8-~ffa~,c~qfccept the return of the software and refund to Licensee the price paid to Licensor for the Software. Licensee shall have the right to employ separate counsel in any such claim, suit or proceeding and to participate in defense. Licensee's fees and expense for separate counsel shall not be at the expense of Licensor. Licensor shall not be liable or responsible for any settlement of any claim entered into without its prior written consent. OTHER THAN AS EXPRESSLY STATED HEREIN, LICENSOR SHALL HAVE NO LLABILITY FOR ANY LOSS OR DAMAGE (INCLUDING WITHOUT L~VIITATION ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES) ARIS/NG OUT OF OR RELATED TO ANY ALLEGATION OR DETERMINATION THAT THE SOFTWARE INFRINGES UPON ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT. 4. Trade Secrets; proprietary Rights; Non-Disclosure. Licensee acknowledges that the Softwar~ constitutes a valuable proprietary product and trade secret of Licensor, embodying substantial creative efforts and confidential information, ideas and expressions. Accordingly, Licensee agxees to observe at ail times (and to take precautions to insure that its employees obsecve) complete confidentiality with respect to the Software. Licensee shall not disclose all or any portion of the Software to any third party or entity except, as may be necessary or appropriate to Licensee's employees in the course of their employment. Liceasee acknowledges that the affixing ora copyright notice to the Software shall not, in itself, be deemed to constitute "publication" of the Software pursuant to the U.S. Copyright Act. 5. Solicitation of Lice~sor's PursonneL Licenses acknowledge that Licensor has disclosed to its employees, consultants and independent conU'actors(collectively, "Licensor's personnel") trade secrets and know-how regarding the SoP3,vare and Licensor's techniques in developing, modifying and installing the software. Licensee further acknowledges that the foregoing consfitote I TELE: 562-988-i688 FAX: 562-988-1886 info@laserfiche.com Byexecut~ngth~s greement, ~cense~representsthat~/~dC~eCJiff~seachten~and condition hereof, and agrees to the same. if signed on the behalf of a business organization, the signato~ party represents that he/she has authority to enter into this Agreement on behalf of Licensee. 12. Assignment. This Agreement shall be binding upon the parties and their respective successors and assigns. Licensee shall have no right to assign or delegate this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, except upon Licensor's prior written permission. 13. Law Governing Agreement. This Agreement and the rights and obligations of the parbes under it shall be governed by and construed in accordance with the laws of the State of California.. Venue for all suits and arbitration proceedings shall be exclusively in Los Angeles County, California. 14. Notices. All notices required or allowed under this Agreement shall be in writing and shall be delivered in person or mailed to each respective party at the addresses in the first paragraph of this Agreement, the effective date of such notice to be when received, if personally delivered, or three business days after mailing. Either party may change the address to which notice is to be given by giving written notice of change of address. 15. Entirety of Agreement; Modification; Waiver Severability. This Agreement constitutes the entire Agreement bem,een the parties and may be modified only by a written instrument executed by duly authorized representatives et both parties. Neither party shall he bound by any oral agreement or representation. No waiver of any provision of this Agreement or any rights or obligations of either paw shall be effective, except pursuant W a ,mitten instmmem signed by the party or paff~es wfwing compliance. If any term or condition of this Agreement, or application thereof to any person or circumstances, is held invalid, such invalidity shall not affect other terms, conditions, or applications of this Agreement which can be given effect without the invalid terms, conditions, or applications. IN WITNESS WHEREOF, the parties have causes this instrument, to be executed by their duly authorized and empowered offlce~s as of the License Date specified above. ATTEST: Patricia E Healy Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: Crisfiile L.-Shaw Assistant City Attomey RECOMMENDED FOR. APPROVAL: Ci~ of Santo Ann Police ~pmnt CITY OF SANTA ANA: a municipal corporation of the State of California City Manager mee;~'~i%r)en t _ Comp ulink APPROVED A ,, S~ Iq Michael Vigiiotta Deputy City Attorney I TELE: 562-988-f688 FAX: 562-988-1886 info@laserfiche.com YLASERFIC H E' Quote No.: 10053 Customer Number: 5732 · BILL-TO: City of Santa Aha - Police Dap 60 Civic Center Plaza Santa Aha, CA, 92702 USA Attn: Brian Sherldon 3545 Long Beach Blvd., Long Beach, CA 90807 TELE: 562-988-1688 FAX: 562-988-1886 Customer PO. NO.: Quote Date: 3/27/2003 Payment Terms: NET30 · SHIP-TO: City of Santa Ana- Police Dep 60 Civic Center Plaza Santa Ana, CA, 92702 USA Attn: Brian Sherldon PRO-FORMA INVOICE (US Dollars) · Products Ordered 97830UB WebLink LSAP 6.0 i (1 year) $1,590.00 $1,590.00 LSAP:94631A-2, (1) SN :VRLS~NLAR-$TSC-IAII, Previous E~p.:2/23/03 97840UB LF Plus Plug in LSAP $.01 i (1 year) $1,590.O0 $1,590.00 LSAP:75383D-2, (1) SN :VRLS- NLAR-STSC-[At [, · . previous Exp.:2/23[03 . ..... 97861UB LF Snapshot (2 user) LSAP 5.0 1 (1 year) $160.00 $160.00 LSAP: 75383E-2, (1) SN: VRLS- NLAR-STSC-L~], , Previous Exp.:2/23/03, , 97870UB LF Audit-Trail Module LSAP 6.0 i (1 year) $1,490.00 $1,490.00 LSAP:75383C-2, (1) SN :VRLS-NLAR-STSC-IAZI, Previous Exp,:~/23/03 FB LF Full User [.SAP 6.0 7 (1 year) $100.O0 $700.00 LSAP:75383A-2, (7) SN :VRLS-NLAR-STSCqA[I, previous Exp.: 2/23~,P3 .... $2,000.00 6.0 50 (1 year) $40.00 (50) LF Retrieval User LSAP LSAP:75383A-2, SN :VRLS-NLAR-STSC-IA][I, Previous Exp.:2/23/03 , , LF Enterprise Server LSAP 6.0 i (1 year) $4,000.00 $4,000.00 LSAP:75383A-2, (1) SN :VRLS-NLAR-STSC-L~JI, , Previous Exp. 2/23/03 , 6666 Professional services I $12,000.00 $12,000.00 Subtotal without shippinq or tax , SubTotal ' '$23,530.0( Shipping and Handling $O.01 Tel:al w/o Tax $23t530.01 Client~: 2791 COMPULMGM ACORD . CERTIFICATE OF LIABILITY INSURANCE 03127103 PRODUCER ~, THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION John Burnll~m insu?ance Svcs. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 2416 Campus Drive, Suite 200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Irvine, CA 92612 949 833-2462 INSURERS AFFORDING COVERAGE NAIC # rNSURED INSURERA: St. Paul Fire and Marine Ins. Co. Compulink Management Center INSURER e: Christina Castenada; 3545 Long Beach ~NSURER C: Blvd. #110 INSURER D: Long Beach, CA 90807 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 AUD'L POLICY EFFEC~VE POLICY EXPIR~'RON LTR INSRI~ TYPE OF INSURANCE POLICY NUMBER DATE (MM/OD/fY) DATE (MM/DO/fY} MMITE A GENERAL UABIMTlf rE06100575 0t/06/03 01/06/04 EACH OCCURRENCE $1 ~0001000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES (La occurrencel $250,000 I CLAIMS MADE F~ OCCUR MED EXP (Any one person} $10,000 PERSONAL & ADV INJURY $1 r0001000 GENERAL AGGREGATE $210001000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/DP AGG $21000~000 PRO I~O~,D¥~JECT ~'--I~OD ITE06100S7s A AUTOMOilLE LIABILITY ' 0t/06103 01/06/04 COMBINED SINGLE LIMIT ANY AUTO Ea acciden[) $1,000,000 ALL OWNED AUTOS BODILY INJURY ~ OCCUR [~ CLAIMS MADE AGGREGATE $ $ WORKERS CO/~IPENSATION AND J TORY LIMITS I I EI~ DESCRIPTION OF OPERA'flONE I LOCATIONS I VEHICLES I EXCI.USIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION City of Santa ana- Police Department Attn: Bob Faster 60 Civic Center Plaza Santa Aha, CA 92702 ACORD 25 (2001/08) 1 of 2 #8162 AUTHORIZED REPRESENTA11VE ® ACORD CORPORATION t988 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 #8162 Client#. 2791 COMPUlMGM ACORDm CERTIFICATE OF LIABILITY INSURANCE I DATE IMMfDDIYYYY) 01/08/08 . . PRODUCER A-;;).oo5-/-::J.:;2.. nns CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION UnionBanc Insurance SVC5, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE A - ;;;.DoLt - 00 'f HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 2415 Campus Drive, Suite 200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Irvine, CA 92612~530 1J-~DI-;;J-15 949 833-2462 P. -.;l()O:3..;2.23 INSURERS AFFORDING COVERAGE NAlC# INSURED INSURER'" OneBeacon Insurance Company 21970 Compulink Management Center INSURER B: Accu-Flex, Inc. & laserfiche INSURER c: 3545 long Beach Blvd #110 INSURER D: long Beach, CA 90807 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, EXCLUSlONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. L TR NS TYPE OF INSURANCE POLICY NUMBER PJ}l-rr;::N~ ~~'fl (~~~ LIMITS xl T~N;~);\" I IO~' E.L. EACH ACCIDENT $1,000,000 E.l. DISEASE - EA EMPLOYEE $1,000,000 EL DISEASE - POLICY LIMIT $1,000,000 A ~NERAL LIABIUTY 711010331 01/06/08 01/06/09 X COMMERCIAL GENERAL UABllITY I CLAIMS MADE [Xl OCCUR - n1.AGG~n LIMIT AP~t PER: POLICY ~~gT lOG A ~TOMOBllE LIABIUTY 711010331 01/06/08 01/06/09 ~ ANY AUTO - ALL OWNED AUTOS - SCHEDULED AUTOS ~ HIRED AUTOS ~ NON-QWNED AUTOS f- EACH OCCURRENCE DAMAGE TO RENTED S MEn EXP (Any one person) PERSONAL & NJV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODilY INJURY {Per accident) PROPERTY DAMAGE (Per accident) nGE LIABILITY H ANY AUTO AUTO ONLY - EAACCIDENT OTHER THAN AUTO ONLY: A 711010331 01/06/08 01/06/09 EACH OCCURRENCE AGGREGATE ~ESSJUMBREl..L.A LIABILITY -XJ OCCUR 0 CLAIMS MADE I DEDUCTIBLE xl ~ETENTrON $ 1000Q A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERJEXECUTIVE OFFICERlMEMBER EXCLUDED? Iryes, desaibo under SPECIAL PROVISIONS below OTHER 4060.20072 '12127/07 12127/0.8 $1 000 000 $1 000 000 $1 0 000 $1 000 000 $2 000 000 $2 000 000 $1,000,000 $ $ $ EA ACC AGG $ $ $ $5 000 000 $5 000 000 $ $ $ DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS '\ r' ~~ Certificate Holder is additional insured as respects to general liability, I 1 .t !~'... ~ ",; as required by written contract per attached wording from policy fonn ~/ ....) j') .FU ~ '~-'-\ 1 VCG205 0205 attached. ~~ , ~ilLo ~ '.I.;.i ,7,.l ,____ 1-'0'.0,.)[.: ,., '... 'J CERTIFICATE HOLDER CANCELLATION T~nn~v"_"M,_,""J - "".."' f Pr~~h,~ City of Santa Ana Alln: Pat Healy, M/SM-30 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ----30....- DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. A~, D ~E~ENTATIVE ~~~-,." ACORD 25 (2001/0.8) 1 of 2 #M425285 MASUA @ 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 25-5 (2001/08) 2 of 2 #M425285 . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR GENERAL LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAl GENERAL UABILlTY COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provi- sions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured - Broad Form Vendors 2. Additional Insured - by Contract, Agreement or Permit relating to: o Work performed by you o Premises you own, rent, lease or occupy o Equipment you lease 3. Aggregate Limit Per Location 4. Blanket Waiver of Subrogation 5. Bodily Injury Redefined- Mental Anguish 6. Broadened Named Insured 1. Broadened Property Damage o Borrowed Equipment o Customers' Goods o Use of Elevators 8. Broadened Property Damage Rented Premises 9. Coverage Territory - Worldwide 10. Duties in Event of Occurrence, Claim or Suit 11. Expected or Intended Injury (PO) 12. Incidental Medical Malpractice 13. Medical Payments 14. Mobile Equipment Redefined 15. Newly Acquired or Formed Organizations 16. Non-Owned Aircraft 17. Non-Owned Watercraft 18. Personal and Advertising Injury 19. Product Recall Expense 20. Supplementary Payments Increased Limits 1. ADDITIONAL INSURED - BROAD FORM VENDORS Section 11_ Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor) with whom you agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. This provision 1. does not apply to: (1) "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; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) 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 the products; (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 ingredient of any other thing or substance by or for the vendor; or (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 in Subparagraphs 4. or 6.; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally un- dertakes to make in the usual course of business, in connection with the distribution or sale of the prod- ucts. Pagelof7 VCG 205 02 05 I ncludes copyrighted material of Insurance Services Office, Inc. Copyright 2004, !!!!!!! Ill!! PI!! !!!! !llll!!!!!! 11! 11!!!!!!!! 11 I!! @@@@@@@@@@@@@@@@@@@@@ (9) Any person or organization if the "products-completed operations hazard" is excluded either by the pro- visions of the Coverage Form or by endorsement. ; b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 2. ADDITIONAL INSURED - CONTRACT, AGREEMENT OR PERMIT a. Section II - Who Is An Insured is amended to include as an additional insured any person(s) or organiza- tion(s) with whom you agreed in a written contract, written agreement or permit to provide insurance such as is afforded under this Coverage Part, but only with respect to liability for "bodily injury", "property dam- age" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of "your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or 2. In the maintenance, operation or use of equipment leased to you by such person(s) or organization(s), or 3. In connection with premises you own, rent, lease or occupy. This insurance applies on a primary or primary and non-contributory basis if that is required in writing by the contract, agreement or permit. b, The insurance provided to the additional insured herein is limited. This insurance does not apply: 1, Unless (a) the written contract, agreement or permit is currently in effect or becomes effective during the term of this policy; and (b) the contract or agreement was executed or permit issued prior to the "bodily injury", "property dam- age", or "personal and advertising injury"; 2, To any person or organization included as an insured under the Additional Insured - Broad Form Ven- dors provision of this endorsement; 3, To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part; 4. To any person or organization if the "bodily injury", "property damage", or "personal and advertising in- jury" arises out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. 5. To any: (a) Lessor of equipment after the equipment lease expires; or (b) Owners or other interests from whom land has been leased; or (c) Managers or lessors of premises if: (1) The "occurrence" takes place after you cease to be a tenant in that premises; or (2) The "bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the man- ager or lessor. 6. To "bodily injury, or "property damage" occurring after: (a) All work on the project (other than service, maintenance or repairs) to be performed by or on be- half of the additional insured at the site of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in per- forming operations for a principal as part of the same project. c. Limits of Insurance applicable to the additional insured are those specified in the contract, agreement or permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the number of: 1. Insureds; Page 20f 7 Includes copyrighted malerial of Insurance Services Office, Inc. Copyright 2004, I!I! !!lll! !!!l Jl!! I I!! II!!! I!l! 1!!!!t!l! I! Il!! !!!! VCG 205 02 05 2. Claims made or "suits" brought; or 3. Persons or organizations making claims or bringing "suits". These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Decla- rations. 3. AGGREGATE LIMIT PER LOCATION a. Under Section 111 _ Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations" owned by or rented or leased to you. b. Under Section V - Definitions, the following definition is added: "Location" means premises involving the same or connecting lots, or premises whose connection is in- terrupted only by a street, roadway, waterway or right-of-way of a railroad. 4. BLANKET WAIVER OF SUBROGATION Section IV _ Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products-completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or "property damage", that requires you to waive your rights of recovery. 5. BODILY INJURY REDEFINED - MENTAL ANGUISH , Under Section V the definition of "bodily injury" is replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 6. BROADENED NAMED INSURED Section 11- Who Is An Insured is amended to include as an insured the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180'" day or the end of the policy period, whichever comes first, provided there is no other similar insurance available to that organization. The insurance afforded herein does not apply to any entity which is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 7. BROADENED PROPERTY DAMAGE - BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for "property damage" liability is subject to the following: a. The Damage To Property exclusion under Section I Coverage A is amended as follows: 1. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to pertorm operations at the time of loss. 2. The exclusions for (a) Property loaned to you; (b) Personal property in the care, custody or control of the insured; and (c) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly pertormed on iI do not apply to "property damage" to "customers' goods" while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. Subject to the Each Occurrence Limit, the most we will pay for "property damage" to "Customers' Goods" is $25,000 per "occurrence". b. Under Section V - Definitions, the following definition is added: "Customers' Goods" means goods of your customer on your premises for the purpose of being: 1. Repaired; or 2. Used in your manufacturing process. c. The insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or VCG 205 02 05 lncIoo.s copyrighted material of Insurance Services Off"". Inc. Page 3 of 7 Copyright 2004, !!! ll!!!!! '1!!! III \!!I!!!!!!!!! I!!!! 11!! !ll !\!!!!! on any other basis. Any payments by us will follow the Other Insurance - Excess provisions in the COM- MERCIAL GENERAL LIABILITY CONDITIONS. . : 8. BROADENED PROPERTY DAMAGE - RENTED PREMISES a. In the Damage To Property exclusion under Section I Coverage A, the exclusion for "property damage" to: Property you own, rent or occupy; does not apply to real property you rent or temporarily occupy with permission of the owner. b. In Section IU - Limits Of Insurance, the Damage To Premises Rented To You Limit is amended as follows: Subject to the Each Occurrence Limit, $500,000 is the most we will pay under Coverage A for damages because of "property damage" to anyone premises while rented to you or occupied by you with permission of the owner. If any amount other than $500,000 is shown in the Declarations as the Damage To Premises Rented To You Lim~, the amount shown in the Declarations will replace $500,000 as the Limit of Insurance provided for this coverage. c. The insurance afforded by this Provision 8. is excess over any other valid and collectible property insurance Oncluding any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 9. COVERAGE TERRITORY - WORLDWIDE The definition of "coverage territory" is replaced by the following: "Coverage territory" means anywhere. However, the insured's responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America Oncluding its termories and possessions), Puerto Rico or Canada. 10. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV - Duties In The Event Of Occurrence, Claim or Suit is amended by adding the tollowing paragraphs: a. The requirements that you must 1. notify us of an "occurrence" offense, claim or "suit" and 2. send us documents concerning a claim or "suit" apply only when such "accident" claim, "suit" or "loss" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. An executive officer of the corporation or insurance manager, if you are a corporation; or 4. A manager, if you are a Iim~ed liability company. b. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an "occurrence" to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular "occurrence" is a liability claim rather than a workers compensa- tion claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condi- tion. 11. EXPECTED OR INTENDED INJURY (PROPERTY DAMAGE) The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is replaced by: "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 12. INCIDENTAL MEDICAL MALPRACTICE - EMPLOYED PHYSICIANS, NURSES, EMT'S AND PARAMEDICS a. Under Section 11- Who Is An Insured the paragraph that excludes an employee or volunteer worker as in- sured for "bodily injury" or "personal and advertising injury" arising out of his or her providing or failing to provide professional health care services does not apply to a physician, dentist, nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. Page 4 of 7 Includes cop)orighted material of Insurance Services Offtce, Inc. Copyrighl2004, !! Ill! I!!!!!!! H!!!! 1!!!'!!!!1!! !ll !!!! I! I!!!!f!!! VCG 205 02 05 b. The insurance afforded by this provision is excess over any other valid and collectible insurance whether , "Such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance _ Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 13. MEDICAL PAYMENTS -INCREASED LIMITS AND TIME PERIOD a. In the Insuring Agreement under Coverage C Medical Payments, the requirement that expenses are in- curred and reported to us within one year of the date of the accident is changed to three years. b. The Medical Expense Limit is $10,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. c. This provision 13. does not apply if Coverage C - Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement. 14. MOBILE EQUIPMENT - SELF-PROPELLED SNOW REMOVAL, ROAD MAINTENANCE AND STREET CLEANING EQUIPMENT The following is added to the "mobile equipment" definition: Vehicles maintained primarily for purposes other than the transportation of persons or cargo that are self- propelled vehicles of less than 1,000 pounds gross vehicle weight with the following types of permanently atlached equipment will be considered "mobile equipment": a. Snow removal; b. Road maintenance, but not construction or resurfacing; or c. Street cleaning. 15. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Under Section II _ Who Is An Insured, the time period limitation for newly acquired or formed organizations is replaced by: Coverage under this provision is afforded only until the end of the current policy period. 16. NON-OWNED AIRCRAFT a. The Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability does not apply to an aircraft that is: 1. Hired, chartered or loaned with a paid crew; and 2. Not owned by any insured. b. The insurance afforded by this provision 16. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is pri- mary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Ex- cess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 17. NON-OWNED WATERCRAFT a. Section II _ Who Is An Insured is amended to include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: 1. "Bodily injury" to a co-"employee" of the person operating the watercraft; or 2. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the em- ployer of any person who is an insured under this provision. b. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Prop- erty Damage Liability, the limitation on the length of a watercraft is increased to 51 feet. c. The insurance afforded by this provision 17. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is pri- mary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Ex- cess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 18. PERSONAL AND ADVERTISING INJURY The following is added to the definition of "personal and advertising injury": Discrimination because of race, color, creed, national origin, age, sex or physical disability, where insurance therefore is not prohibited by law, but only if such discrimination is: VCG 205 02 05 Includes copyrighted material of Insurance Services Office, Inc. Copyright 2004, !!!!!!1!!!! 1!!!! !ll! !l!!1 \ I!!!!!! 1!!! !!!!!!! 1!!!!! Page 5 of 7 a. not done intentionally by or at the direction of: (1) the insured; or ~ (2) any executive officer, director, stockholder, partner or member of the insured staff; and b. not directly or indirectly related to the employment, prospective employment or termination of employment of any person or persons by any insured. The insurance afforded under this provision does not apply to fines or penalties, or that portion of any award or judgment caused by trebling or multiplication of actual damages under state or federal law. This provision does not apply if Coverage B - Personal and Advertising Injury Liability is otherwise excluded either by the provisions of this Coverage Form or by any endorsement. 19. PRODUCT RECALL EXPENSE a. With respect to this Provision 19., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodily Injury And Property Damage Liability is deleted. b. The following is added to Section III - Limits Of Insurance section: 1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay regardless of the number of (a) Insureds; (b) "Covered recalls" initiated; or (c) Number of "your products" recalled. 2. The Product Recall Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. 3. Subject to 2. above, the Each Product Recall Limit is the most we will reimburse you for the sum of all "product recall expenses" arising out of anyone "covered recall" for the same defect or deficiency. Products Recall Schedule Limits of Insurance Product Recall Aggregate Limit Each Product Recall Limit $50,000 $25,000 The Limits of Insurance for this coverage 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 Decla- rations, 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 de- termining the Limits of Insurance. c. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision under Section IV - Conditions: You must see to it that the tollowing are done in ihe 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. In- clude 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; 3. As often as may be reasonably required, permit us to inspect "your product" that demonstrates the need for the "covered recall" and permit us to examine your books and records. Also permit us to take damaged and undamaged samples of "your products" for inspection, testing and analysis; and permit us to make copies from your books and records; 4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim. You must do this within 60 days after our request. We will supply you with the necessary forms; and 5. Permit us to examine any insured under oath, while not in the presence of any other insured and at such times as may reasonably be required, about any matter retating to this insurance or your claim, including an insured's books and records. In the event of an examination, an insured's answers must be signed. Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc. Copyright 2004, !!! t t!!!!!! I!!! 11!! Il!!!! 11!!!!!!!!!1!!!! Ill!!!!!! VCG 205 02 05 d. The following definitions are added to the Definitions Section: J 1. 'Covered recall" means a recall made necessal)l because the insured or a government body has deter- mined that a known or suspected defect. deficiency, inadequacy or dangerous condition in "your product" has resulted in or will result in "bodily injul)I" or "property damage". 2. "Product Recall Expense" means: (a) The following necessal)l and reasonabie expenses you incur exclusively for the purpose of recalling "your product": (1) For communications, including radio or television announcements or printed advertisements including stationel)l. envelopes and postage; (2) For shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) For remuneration paid to your regular "employees" for necessal)l overtime; (4) For hiring additional persons, other than your regular "employees"; (5) Incurred by "employees", including transportation and accommodations; (6) To rent additional warehouse or storage space; or (7) For disposal of "your products", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodiiy injul)I" or "property damage" as a result of such disposal, but "product recall expenses" does not include costs of regaining your market share, goodwill, revenue or profit. (b) "Product Recall Expense" does not include any expenses resulting from: (1) Failure of any product to accomplish its intended purpose; (2) Breach of warranties of frtness, quality, durability or performance; (3) Loss of customer approval. or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product" which has been recalled by like products or substi- tutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; and (7) Recall of "your products" that have no known or suspected defect solely because a known or sus- pected defect in another of "your products" has been found 20. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS In the SUPPLEMENTARY PAYMENTS - Coverages A and B provision: a. The limit for the cost of bail bonds is amended to $2,500; and b. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. VCG 205 0205 Includes copyrighted material of Insurance Services Office, Inc. Copyright 2004, I!!!!! 1! 11!!!!lI!!! H! t nll! l~ I!! !!Pl!! I ~1!1 n~ I! Page 7 of7 Additional Insured Endorsement For Commercial General Liability Policy Insurance Company: One Beacon Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy #711010331 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses perfoOlled by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits ofliability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion ofthe following, including countersignature, is required to make this endorsement effective.) Effective Issued to 2-8-08 this endorsement foOll as a part of Policy # 711010331 Comoulink Management Center Inc.. Accu-Flex. Inc.. and Laserfiche Named Insured Countersigned by (),L..; a~ Au~rized R resentative ff I of!