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Home My WebLink AboutLINEAR SYSTEMS - 2017A-2017.152 ®. ?D MAINTENANCE AND SUPPORT AGREEMENT THIS MAINTENANCE AND SUPPORT AGREEMENT, made and entered into this I" day of July, 2017 by and between Linear Systems (hereinafter "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 (hereinafter "City"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of providing 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. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. Contractor has provided maintenance and support for the DIMS system since it was originally purchased in 2004. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide maintenance and support as needed to the DIMS system as outlined in the attached Exhibit "A". This shall include a one year warranty for enhanced digital acquisition station, image server, forensic services field personnel kits, and two forensic services lab kits. It shall also include on-site maintenance and support for the data base case management rack server, PDD library and digital output devices. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $33,000.00 over the term of this Agreement. This includes a $10,000 contingency for unanticipated system modifications. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. INSURANCE ON FILE WORK MAY PROCEED UNTIL INS 1RANCE EXPIR CLERK UATE This term of this Agreement shall be for a one year (1) year period commencing on July 1, 2017 and terminating on June 30, 2018, unless terminated earlier in accordance with Section 12 of this Agreement. The tern of this Agreement may be extended for two (2) additional one (1) year terms upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under thus Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement and shall be approved in form by the City Attorney. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain acid maintain any employer's liability insurance with limits not less than $1,000,000 per accident. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. d. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not acquire any interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. No persons having such interest shall be employed by or associated with Contractor. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax (714) 647-6956 With courtesy copies to: And Chief of Police, Santa Ana Police Department City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 245-8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 647-6515 To Contractor: Linear Systems 8403 Maple Place Rancho Cucamonga, California 91730 Fax (909) 899-4346 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, any communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. Asa condition of such payment, the Police Chief mayrequire Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS Contractor shall carry out all services pursuant to this Agreement in substantial conformity with all applicable laws, ordinances, statutes, codes, mules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indeninify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA TO UYZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: - ooh -- Ta a ogosian Assistant City Attorney FOR APPROVAL: AVID VALENTIN Acting Chief of Police CITY OF SANTA ANA CONTRACTOR LINEAR SYSTEMS By: l (Name) Tax. ID # 7� - 61 2r7 i4 22 EXHIBIT A �& Linear Systems Inc. 8403 Maple Place Rancho Cucamonga, CA 91730 909-899-4345 909-899-4346 FAX BILL TO City of Santa Ana Purchasing Division M-16 20 Civic Center Plaza RM 429 Santa Ana, CA 92701 SHIP TO Santa Ana Police Department Photo Lab 60 Civic Center Plaza M-95 Santa Ana, CA 92703 Heather Heider/Jeff Carlson P.O. NUMBER Invoice DATE VIA INVOICE 6/15/2017 DUE DATE 20170536 SHIP TO Santa Ana Police Department Photo Lab 60 Civic Center Plaza M-95 Santa Ana, CA 92703 Heather Heider/Jeff Carlson P.O. NUMBER TERMS REP VIA F.O.B. SHIP DATE DUE DATE INVOICE DATE Linear l year on-site maintenance & support for Database Case Net 30 JH N/A Source 7/1/2017 7/15/2017 06/15/2017 ITEM DESCRIPTION QTY. B/O LIST $ UNIT S TOTAL LSIl00IS0 Linear l year on-site maintenance & support for Database Case 1 8,500,00 8,500.00 Management Rack Server LSI100ISO Linear Systems 1 year onsite #LS-6200XR DIMS Database Case l 4,000.00 4,000.00 Management Decoding ImageServer Rackmount 48.OTB #072001125 LSI100ISO Linear Systems 1 year onsite 9LS-6200XR DIMS (RNSS) 1 4,000,00 4,000.00 Database Case Management Decoding ImageServer Rackmount 48.OTB 4072001126 LSI1004SO Linear Systems 1 year castle 9LS-6200XR DIMS (Failsafe RNSS) 1 4,000.00 4,000,00 Database Case Management Decoding ImageServer Rackmount 48.OTB #072001127 LSIl00WSO Linear Systems onsite warranty for workstation 407201259 2 500.00 1,000.00 LSII ODDSD Linear Systems I year depot warranty for Linear Systems 4LS-125 4 450.00 1,800.00 DIMS Enhanced Performance Digital Acquisition Station #07201138,#07201139,#072001140,#072001141 LSI I OOSSC Linear Systems 1 year Software telephone support with version 1 3,750.00 3,750.00 upgrades LSIl00MISC Linear I year on-site maintenance & support for Digital Output 1 2,500,00 2,500.00 Devices DISCOUNT Pre -negotiated discount for maintenance contract. -6,550.00 -6,550.00 *"Warranty to Cover Period From: 7/1/2017 through 6/30/2018 ra Person that gets insurance and pushed payments Lit ough. Leo Martinez - 714-245-8405 Sales Tax (8.0%) $0.00 Total $23,000.00 No returns on software. No returns without prior authorization & RMA # issued by Linear. All products carry a 1 year manufacturer's warranty only, unless specified in writing. 1� Q Balance Due $239000.00 Signature on invoice or acceptance of shipment acknowledges receipt of order. Please contact Linear within 49 hours of receiving a damaged shipment. Customers with past due invoices will not be shipped any new orders or RMAs. GS-35F-O547K www.linear-systems.com E Contract Holder DATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVEOR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT; If the certificate holder is an ADDITIONAL INSURED, the pollcyties) 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 debts to the certificate holdar m Ileu of such endorsemands), PRODUCER HUB INTERNATIONAL INS SERVICES INC 3390 UNIVERSITY AVE, 9300 RIVERSIDE, CA 92501 of America 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 RECUIREMENT, 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 I$ SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSq......... _.._....F .. ..,....._. %itSOL 9Eg.Ai. .. ........ . ........... POIIGV GF' 6''�LiCYFJtp--1. ......._...,..., .,..__..., .. ........._.... T TYPE OF INSUpANCE POLICYNUMBER MMIDDr YVY ( IYYW LIMITS X COMMERCIALG EERX LIABILITY '', I 'EACHOUWRRENCE 'DFM€'Td �6 1,000,000 ."' _.,� .. occuR X RENYEb I.PSEPnISEb rk ppsn rUgnT'pJ 1$ ...... 300 000... A OB3 9898818 04 -04/25/2018 .MED ESP (Aar onn parsnN s _, 10 000 104/25/2017 IPERSONAI.&ADVINJURY $ 1000000 GENLAOCRIEGATELIMiTl PPLIFS PEli:( S 2000000 GEIERALAUORLOATE I,POLICY j� lX LOC . � � I I Prypgf CTB COMPIOP AGG .,..... 5 2,00.0,10-0.01. i.. OTHER __ ... .... IS AUTOANY AIOEILELIAe1LITY ! 40NIBiNEgS IE LIPAIT t7a aaida q I£ 1000,000 AUTO i I BODILY INJURY tle" Psi S B .J OWNED : SCHEDULED AW3 9898809 04 04/25/2017 04/25/2018 - i BODILY INJURY AUTOSONLY AM05 (Per sem4e - 1f a ' NONi AU70S ( ! ONLY AUTOS ONLY I X UMBRELLA LIAR X OCCUR X i EAG'HOCCUKKENLE 1 000 000 A EXOESS LIAR CLAIMS -MAGE 0133 9898816 04 04/25(2017 04/25/2018 AGGREGATE „g,..,.,.,, $ 100Q000 DE )RET€NTIENS $ WORKERS COMPENSATIONX G SI'AI RE Fq B AND CIAKOYCitSLIABILITY Y N AAIYPRGPRIETORIPAHYNERlctECU I vI, OFPIOERIAIEMBER EkOLUOEDI ❑ NIA I 1EL EACH ACCIDENT W23 9871564 04 03/01/2017 03/01/2018 ;. ,_ ... $ _....._.. (danastory In NH) E.L.iDISEASE- EA EMPLOYEES 1000,000 If yYes, If sons Intl., GESCRIPTIGN OF OPERATIONS mi - a,L UI5EAaa-POLI(JY LIMIT -' $ 1,000,000 — ..a.._.�._..�.... ! 1 DESCRIPTION OFOPERATIONSI LOCATIONS) VEHICLES (ACORD 101, Asks thmai Remarks SchMme, may assail If more space is requires) City of Santa Ana is an Additional Insured 5n General Liability pursoent to the terms and conditions of forin: 3911006 (Susinessowners Liability Special Broadoning Endorsement). Additional Insured Is primary and noncontributory on General Liabifty to the extent provided Wfonn: 3911003, �p�ryovFA A5 1b F*414: City of Sonia Ana 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, CORPORATION. All ACORD 25 (2516103) The ACORD name and logo are registered marks of ACORD LINESYS•01 SCr1Nl7AI I `®,C R CERTIFICATE OF LIABILITY INSU PUCE DA 319/20IYYYY) aralzo17 THIS CERTIFICATE IS ISSUED ASA 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pGllCles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsemont s . PRODUCER License#0757770 c &ACT Jennifer House( ,HUB International Insurance Services Inc. FAX P. O, Box 5345 tAlc, No, ExN: (951) 779.8581 (AIC Nol:(951) 239-2572 Riverside, CA 92517 . cal.cpl @hubinternational.com -. INSURER(S)AFFORDING COVERAGE __-- NAICk IN SURERA.;.BeaaleV (ngurance COm n) 37840 INSURED INSURER 8: --- ,. Linear Systems, Inc. ! INSURER G: 8403 Maple Place INSURER O'. Rancho Cucamonga, CA 91730 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. MSR TYPE OF INSURANCE AODL WOR POLICY NUMBER POLICY EFF PMMIDDNYM OLICY EXP _ LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MAbE OCCUR EACH OCCURRENCE S q DRMh1GE OR5WT D S MEp.EKP An ono eroen 5 __.,,_ , PERSONAL & ADV INJURY ".-.---_ GENL AGGREGATE LPIIM``'17 APPLIES PER: POLICY ❑ Tpa n LOC GENERAL AGGREGATE S COMPIOP AGG S "PRODUCTS OTHER', AUTO AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT E c�denl Y leer ANY AUTO OWNED j� SCHEDULED AUTOS ONLY AUTOS ONLY TpW ( acecr ion BODILY INJURYj S PEOppbILY AM1AGEAS 5 I UMBRELLA LIAaI OCCUR EACH OCCURRENCE EXCESS LAB CLAIMS -MADE OED RETENTION S WORKERS COMPENSATION AND EMPLUYEHS' LIAa1LH Y ANY PROPRETORIPARTNERIEXECUTIVEY(" N UFHUE WMtMy�µ EACLUDEDP LJ NIA ,,. PF.R Et� FI FArH ArninFNT g EL. DISEASE - EA EMPLOYEE S (Mande[ory In NH) b yes, desalts unser I DeSCHI I IDN OF OPERAHUNS Kalov+ -'-- E. L. OI SEASE •POLICY LIMIT A '•Professional Liab V102F2170801 0310'12017 03/0112018 Each Claim 1,000,000 A 'PROF DED: $10,000 V102F2170801 0310112017 03/01/2018 Aggregate 2,000,000 I DESORIPTION OF OPERATIONS I Lb CATIO NS I VEHI CLbS (AU UHU 101, Agdltlanal He marks ebh came, may be attached if mora space is required) For Information Purposes Only. I�}��7Q-OVER f{5 7b �A2M City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 ar:riRr1 9g l9n1 ninm SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLER BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE CCS 14RR-9018 ArDnpun Cr1RPn F!ATlrIM All .in 6Fe .rammed The ACORD name and logo are registered marks of ACORD 44k Hanover Insurance Group® OTHER INSURANCE - PRIMARY AND NON-CONTRIBUTORY (ADDITIONAL INSURED) ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to SECTION III — COMMON POLICY CONDITIONS: M. Other Insurance 1. Additional Insureds If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II - LIABILITY, Part C — Who is An Insured, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss we cover under SECTION II — LIABILITY, Part A. Coverages, Paragraph 1., Business Liability our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) When b.(2) below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in b.(3) below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION II — LIABILITY, Part A. Coverages, 1. Business Liability. When this insurance is excess, we will have no duty under SECTION II — LIABILITY, Part A. Coverages, 1. Business Liability to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (2) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (3) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of 391-1331 06 09 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 1 of 2 Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 391-1331 06 09 Includes copyrighted material of Insurance services Offices, Inc., with its permission Page 2 of 2 the Insurance Group. 0839898815 1001051 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies Insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Limits � In cluded Page 1 2. Additional Insured - Broad Form Vendors_ included 2 3, Alienated Premisesncluded _ 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 $20000 Occurrence 5 Product Recall Expense Aggregate Limit $50,000 Aggregate 5 B. 9. Product Recall Deductible Unintentional Failure to Disclose Hazards Unintentional Failure to Notify i $500 Included Included 5 6 5 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 II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The tollowing 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 policy 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 perm it; (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 cOpyrlghted materials of Insuranrw Servlr..es Offices, Inc„ with Its permiosion. Page 1 of 6 QW992 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 damage", "personal and advertising Injury" 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 (ii) 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: 891-1006 08 16 nn 014 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 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 e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured - Broad Form Vendors The following is added to SECTION II - 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 law; (2) WIII not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) WIII 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 yo u; 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 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 ingredient of any other thing or substance by or for the vendor; (6) `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. (19)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 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: iwh�Q �q ver �s 4 Htel®B e 1 Ka9c 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. 3. Alienated Premises SECTION If - 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. 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION 11 - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, It. 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 (3), (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 Is. 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. 5. Incidental Malpractice - Employed Nurses, EMT's and Paramedics SECTION II - 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 004933 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. 6. Personal Injury - Broad Form a. SECTION II , LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b. SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising Injury", paragraph b. is replaced by the following; b. Malicious prosecution or abuse of process. c. The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unless Insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the Insured; and (2) Not directly or Indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d. For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination" means the unlawful treatment of Individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not Include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these, e. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. o. Recall of Products, Work or Impaired Property is replaced by the following: o, Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense Incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "Your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost Incurred to regain customer approval; (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (S) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, Including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products' has been found. b. The following is added to SECTION 11 - LIABILITY, C, Who Is An Insured, paragraph 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 of Insurance aervlees offices, Inc., with its permisslon. 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 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 pay In connection with any one defect 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 connectlon 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 N TTe v Insurance Group. 0839898815 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. d. 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 othermethod 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. a.. 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 06 16 Includes copyrighted materials of Insurance Services offices, Inc., with Its permission. Page 6 of 6 004934 (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; (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 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: (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 th e reto. 8, Unintentional Failure to Disclose Hazards 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. 9. 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, 391.1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with Its permission, page 6 of 6