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LINEAR SYSTEMS, INC. (2)
INSURANCE ON R- A-2020-128 WORKMAYPROCEED Exhibit 1 UNT SUR .NCE EXPIRES M DATE. '1dER 1"2029,IAINTENANCE AND SUPPORT AGREEMENT FOR THE DIGITAL IMAGING MANAGEMENT SYSTEM (DIMS) WITH LINEAR SYSTEMS, INC. � . 1 I� (Tfnn2+YQ,CpWa►�r�lt)�s THIS AGREEMENT is made and entered into on this 2" day of June, 2020 by and between Linear Systems, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of providing a maintenance to and support as necessary for the Police Department's digital imaging management system (DIMS) which maintains photographic, video and audio evidence for the Police Department. B. Consultant represents that it is able and willing to provide such services to the City and has provided maintenance and support for the DIMS system since it was originally purchased by the City in 2004. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. 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: SCOPE OF SERVICES Consultant shall provide maintenance and support as needed to the DIMS system as outlined in the attached Exhibit A. This shall include replacement of the current nonoperational disc -producing system, provision of related consumables (on an annual basis), and a three-year warranty during the term of the Agreement for the DIMS solution service. 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 Consultant agrees to accept as total payment for its services for City, the rates and charges identified and outlined in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $77,304.19 The not - to -exceed auruurrt includes a base amount of $67,304.19 and a $10,000 contingency amount to pay for services/goods requisitioned at the sole discretion of the City. Services shall be paid in annual installments as detailed in Exhibit A. 11agc 1 of S 440832v2 b. Payment by City shall be made within forty-five (45) 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. Mai x7 This Agreement shall continence on July 1, 2020 and continue for a three-year term until June 30, 2023, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data'). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior- to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant 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, Page 2 of 8 #40832v2 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, with $2,000,000 in the aggregate, Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insu red(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. hi accordance with the provisions of Section 3700 of the Labor Code, Contractor, if Consultant 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, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect fui the entice pcciud covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. 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. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a hilly executed additional insured endorsement. f. If Cunsultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required pruuf Ghat 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 affect Contractor's right to be paid for its time and materials expendedprior to notification Page 3 of 8 #40832v2 of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City, 7. INDEMNIFICATION Consultant agrees to defend, 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 death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I 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 terms of, or effects, arising from this Agreement. The Consultant 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 terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any Uaited States' letters patent, trademark,, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurale records with respect to the costs incurred under this Agreement and any set -vices, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement, All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business horns. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 4 of 8 #40832v2 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant 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 Consultant disclosed in a publicly available ,source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11, CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement, Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,, state and local laws and regulations, 13. 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 Consultant 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. Page 5 of 8 440832v2 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant 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 Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) clays written notice of termination. 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. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) 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 put -poses 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. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE 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, Roth parties father 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. 18, PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify die City immediately and Page 6 of 8 ft40832v2 in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 4988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Fax:714-245-8007 To Contractor: Linear Systems, Inc. 8403 Maple Place Rancho Cucamonga, CA 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, 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 fax, 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. Page 7 of 8 #40832v2 A-2020-128 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify 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: aisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: l r, Tamara Bogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: Valentin Chief of Police 440832v2 CITY OF SANTA ANA Kristine Ridge City Manager LINEAR SYSTEMS, INC.: 24 By Title: %v Page 8 of 8 Exhibit A Santa Ana Police Department DIMS Annual Support Contract (1 Year X3) 51192020 1:49 Ph1 Egoitiounrl Phase Quantity Unit Extended$ Total Digital Drforaratiau Management System Solution Serrice - $18,000.00 1 Year Hardware Maintenance & Support Agreement 01211121110 Linear I year on -site maintenance & support for Database Case Management Rack Server 1 $000 $0.00 Linear Systems 1 year #LS-6200XR DINTS CMS 48.OTB 9072001125 1 $0.00 $0.00 Linear Systems l year#LS-600XR DIMS(RNSS) 48.OTB#072001126 1 $0.00 $0.00 Linear Systems 1 year 9LS-6200XR DIMS (Failsafe RNSS) 48.OTB #072001127 1 $0.00 $0 00 Linear Systems l year#LS-200 Workstation Tower SN:#07201461 1 $0.00 $000 Linear Systems 1 year depot warranty for Linear Systems #LS-125 DIMS Acquire Station 5 $0.00 $0do #07201138,907201139,#072001140,#072001141,#072001128 Linear Systems I year Software telephone support with version upgrades 1 $0,00 $0.00 Linear 1 year or ite maintenance & support for Digital Output Devices 1 $0,00 $000 *** Wamw, to Cover From 7 1 2020 through 6'30'0'1 Digital Deformation Management System Soludon Service $18,000.00 IYea r Nn rdware Ma intenance& Su pport Agreemen l $1800000 Linear I year on -site maintenance & support for Database Case Management Rack Server 1 $0.00 $0.00 Linear Systems l year#LS-6200XR DIMS CMS 48.OTB 4072001125 1 $0,00 $0.00 Linear Systems 1 year #LS-600XR DIMS (RNSS) 48.OTB #072001126 1 $0,00 $0.00 Linear Systems l year #LS-620OXR DIMS (Failsafe RNSS) 48.OTB #072001127 1 $0.00 $0.00 Linear Systems I year#LS-200 Workstation Tower SN: #07201461 1 SOAO $0.00 Linear Systems 1 year depot warranty for Linear Systems #LS-125 DIMS Acquire Station 5 $0.00 $0.00 #07201138,#07201139,#072001140,#072001141,#072001128 Linear Systems 1 year Software telephone support with version upgrades 1 $0.00 $0.00 Linear I year on -site maintenance & support for Digital Output Devices 1 $0.00 $0.00 *** Warranty to Cover From 7/1/2021 through 6/30/2022'*' Digital Information Management System Solution Servme :;Y� !� _..LL - - �f'�''y*�ur�y�� - I Year Hardware Maintenance & SupportAgreement ® ( $18,000.00 Linear l year on -site maintenance& support for Database Case Management Rack Server 1 $000 $0.00 Linear Systems 1 year #LS-6200XR DIMS CMS 48.OTB 9072001125 1 $0.00 $0.00 Linear Systems 1 year #LS-600XR DM (RNSS) 48.OTB 9072001126 1 $0.00 $0.00 Linear Systems I yew #LS-6200XR DIMS (Failsafe RNSS) 48.OTB #072001127 1 $0.00 $0.00 Linear Systems I yew #LS-200 Workstation Tower SN: #07201461 1 $0.00 $0.00 Linear Systems l yea depot warranty for Intent Systems #LS- 125 DIMS Acquire Station 5 $0.00 $0.00 #07201138,#07201139,#072001140,#072001141,#072001128 Linea Systems I year Software telephone support with version upgrades 1 $0,00 $000 Linea 1 year on -site maintenance & support for Digital Output Devices 1 $0,00 $0.00 * * * Warranty to Cover From 7/12022 thi ough 6/101 023 *** Digital Inforaart goer Management Systene Output Solution $6,392.00 DIMS Blu-Ray Authoring Server Solution w/ 100 disc capacity AQ 1440 dpi inkjet color photographic print output Epson 1 $3,200.00 $3,200.00 1x BD-R SL, BD-R DL Maximum: 6x 1 $0.00 $0.00 DIMS Direct Publish Printer (requires DIMS) 1® $995.00 Media start up -1 complete set of ink, 100 DVDR, 100 CDR 1 $300.00 $300.00 Custom templates w/ DIMS interlink for OVD CD print 1 $1,000.00 $1,000.00 Upgrade to: I Yew Rapid Exchange Warranty (3 years max) 3 $299 00 $897.00 Total With Epson Disc Producer ( Disk Producer is a one time purchase, not recurring.) 1 $24,392 00 Linear Systems Preferred Customer Discount Program (donation using Market Development Funds 2020) (S995 00) No Errors & Omissions Coverage No $0.00 Subtotal $23,397.00 Sales Tax on Disc Producer Solution 925% $407.19 Shipping $0.00 Total $23,SO4.19 ** The payment for each year can be made as annual installments for each maintenance period. Linear Systems, Inc. A Valid rmfit: 8/17/2020 Rancho Cucamonga, CA LNPAW SYSTEMS ® 9°mum- Kyle Meyer Terms: N-30 909-8994345 s-t. Kmevorosi-mear-symoria.core Ship Via: Truck 909-8994346 fax , LarvEnrxmcenrsrvrDmisiov' --'_..._... �m-.crtmue< umrlineor-s'slenu cam Santa Ana Police Department Consumables 1 Year X3 Equipment Digital Information Management System Solution Service 1 Year Department Equipment Consumables 2020-2021 12image Disk Producer Consumables Epson PP-1 ODDI Consumables DNP Consumables Consumables include bat see not limited to: DVDr CDr Replacement Ink Replacement Retrausfer Ribbon Photo Quality Print Paper `'Consunmble Pm rnalfrom 7; 1 20_'D through 6/30/2021 `•• Digital Dtfornmtion ManagenrentSysfmn Solution Service 1 Yea r Department Equipment Consumables 2021-2022 Rimag, Disk Producer Consumables Epson PP-100111 Consumables DNP Consumables Consumables include but me not limited an DVDr CDr Replacement Ink Replacement Retransfer Ribbon Photo Quality Print Paper w: Consuvmble Polauial Gam 7/IR021 through 6/30/2022 sas Digital b fornmtion Management System Solution Service I Year Department Equipment Consumables 2022-2023 Rimage Disk Producer Consumables Epson PP-IOOlH Consumables DNP Consumables Consumables include but are not limited to: DVDr CDr Replacement Ink Replacement Retransfer Ribbon Photo Quality Print Paper ••" Warranty to Cwer From 7/1/2022 tluoueh 6/302023 •"• No Errors & Omni Coverage Subtotal Sales Tax Shipping Total Per Year "" The payment for each year can be made as consuma bles are needed" 41IM2020 IAA rat Phase Quantity Unit S Extender! S Total S $2,500.00 ® 0 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 $0.00 a $0.00 $0,00 a $0.00 $0,00 0 0 $0.00 $000 0 $000 $000 $2,500.00 o $0.00 $o oD 0 $0.00 $0,00 0 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 $0,00 0 $0.00 $0,00 0 o $0.00 $0.00 o $0.00 $0.00 M t tus-i. $2,500.00 0 $0.00 SO.00 0 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 $0.00 0 $0.00 $0.00 0 0 $0,00 $0.00 0 $0,00 $0.00 Linear Systems, Inc. ,k Rancho Cucmrionga, CA :LINEAR SYSTEMS ® n =+sr Kyle Meyer 909-899-4345 reps KmeverNlCnaer-swrmcum 909-9994346 faX `i'u-., 11\1\I'Iae 9c'91¢m5 [O Exhibit A - Page 2 No WOO $2,500 00 9.25% MOO $0,00 $z,soo.00 Valid motil: 7/12/2020 Terms: N-30 Strip Via: Truck LINESYS-01 OATD1I CERTIFICATE OF LIABILITY INSURANCE I S110190911 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(iss) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER License # 0757776 2.23JACT INSURED ational Insurance Services Inc. 45 CA 92517 Linear Systems, Inc. 8403 Maple Place Rancho Cucamonga, CA 91730 ,q, (951) 779-8686 A c H� arlene.campos@hubinternational.com INSURER(S) AFFORDING COVERAGE _ NAIC0 .INSURER A. Citizens Insurance Company of America _31534 INSURER e.Alimerica Financial Benefit Insurance Company 41840 INSURER C: Beezley Insurance Company _ _37540 INSURER D INSURER E COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ITR TYPE OF INSURANCE N)DL SUER POLICY NUMBER UPMLICY EFF I POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE .5 1,000,000 CI_UMS.MAOE X OCCUR 0/339898815 412512020 4/2512021 X X .PRESSES DAMAGE ro REMED IEietfufr9PtfL. _�1.__. _ _ MEDEXPLMyw pe,w, .g_— 10,000 PERSONAL IS MY INJURY :5 1,000,000 GENT AGGREGATE LIMIT APPLIES PER _ GENERAL AGGREGATE_ _ 5 2.000.000 _ POLICY jELQT LOC PRODUCTSCAMPDPAGGS 2,000,000 OTHER 5 _ B AUTOMOBILE LIABILITY . COMBIINNESINGLE LIMIT S XaA_X 1 000,000 ANVALfrO _ AW3989880907 4/25/2020 412512021 BODILY IMURY(Per parsc�.. OWNED SCHEDULED _5___ AUTOS ONLY AUTO.pSSWWNNEEpp INJURY Poracndem! 5 _ A�T'OS ONLY AUTOSONLY _BODILY O=DMAC 5 UMBRELLA LIAB OCCUR EACH OCCURRENCE .5 EXCESS LIAB CLAIMS -MADE AGGREGATE _S DED RETENTIONS B WOMERS COMPENSATION PER OTw X STATUTE ER AND EMPLOYERS' LIABILITY YIN W239871564 31112020 31112021 _ 1,000,000 ANY PROPMETORIPARTNERLEXECUTNE REXCLUDED? NIA EL EACH ACCIDENT 5 - .. - - pF�FlCEZ4EM IMeR4Lary Mil�il 1,000,000 El t)ISEAS_E_�EA EMPLOYEE S _ X yyeess tlewAe under 1,000,000 DESdRd=10N OF OPERATIONS bek E L DISEASE -POLICY LIMIT 5 C Professional Llab V102F2201101 31112020 31112021 Each Claim 2,000,000 C IPROF DED: $10,000 V102F2201101 3/1/2020 31112021 I Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101. Addltldell Remade Schedule, may hatlached a more a ace iA reRulndl City of Santa Ana It's officers, agents, employees, agents and volunteers are named additional insure and waiver of subrogation apply when required by written contract per attached endorsements, as respects general liability and such insurance as is afforded by this policy shall be primary, and any insurance carried by City shall be excess and noncontributory. Thirty (30) day notice of cancellation, except (10) days for non-payment of premium. REVIEWED & APPROVED J 2 3 2020 ULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th Flook A (,I 2. VnA RE CO EXPIRATION WITH THE POLICY THEREDATE O. NOO S. TICE WILL BE DELIVERED IN L AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD arti WN o�l Hanover Insurance Group_ 0B3 9898815 1001051 1. SECTION I - PROPERTY, if two or more of However, if you agree in a written this coverage part's coverages apply to contract, written agreement, or the same loss or damage, we will not pay written permit that the insurance more than the actual amount of the loss or provided to any person or damage. organization included as an 2. SECTION II - LIABILITY, it is our stated Additional Insured under this intent that the various Coverage Parts, Coverage Part Is primary and forms, endorsements or policies issued to non-contributory, we will not seek the named insured by us, or any company contribution from any other affiliated with us, do not provide any insurance available to that Additional duplication or overlap of coverage for the Insured which covers the Additional same claim, "suit", "occurrence", offense, Insured as a Named Insured except: accident, "wrongful act" or loss. We will (1) For the sole negligence of the not pay more than the actual amount of Additional Insured; or the loss or damage. (2) When the Additional Insured is If this Coverage Part and any other an Additional Insured under Coverage Part, form, endorsement or another liability policy. policy issued to the named insured by us, b. Excess Insurance or any company affiliated with us, apply to the same claim, "suit", occurrence, This insurance is excess over: offense, accident, "wrongful act" or loss, (1) Any of the other insurance, the maximum Limit of Insurance under all whether primary, excess, such Coverage Parts, forms, contingent or on any other basis: endorsements or policies combined shall not exceed the highest applicable Limit of (a) That That is Fire, Extended Insurance under any one Coverage Part, Coverage, e, Builder', s Risk form, endorsement or policy. Risk osimilar Instalcoverage This condition does not apply to any for "your work Excess or Umbrella Policy issued by us (b) That is Property Insurance for specifically to apply as excess insurance premises rented to you or over this policy. temporarily aamissiocn piedf ou G. Liberalization with the owner; If we adopt any revision that would broaden (c) That is insurance purchased by you to cover your liability the coverage under this policy without as a tenant for "property additional premium within 45 days prior to or during the policy period, the broadened damage" to premises rented to coverage will immediately apply to this policy. you or temporarily occupied by you with H. Otherinsurance permission of the owner; or 1. SECTION I - PROPERTY (d) If the loss arises out of the If there is other Insurance covering the maintenance or use of 'autos" same loss or damage, we will pay only for aircraft, or watercraft the amount of covered loss or damage in to the extent not subject to excess of the amount due from that other SECTION II - LIABILITY, insurance, whether you can collect on it or Exclusion g. Aircraft, Auto or not. But, we will not pay more than the Watercraft; and applicable Limit of Insurance of SECTION 1 (2) Any other primary insurance -PROPERTY. available to you covering liability 2. SECTION 11 - LIABILITY for damages arising out of the premises or operations, or the If other valid and collectible insurance is products and completed available to the insured for a loss we operations, for which you have cover under SECTION II - LIABILITY, our been added as an additional obligations are limited as follows: insured by attachment of an a. Primary Insurance endorsement. This insurance is primary except when When this insurance is excess, we Paragraph b. below applies. If this will have no duty under SECTION Ii - insurance is primary, our obligations LIABILITY to defend the insured "suit" are not affected unless any of the against any if any other other insurance is also prima The insurer has a duty to defend the we will share with all & APPROVED risured against that "suit". If no other MWIIrg 1'rD insurance by the method d (lt &WNACtIEMs t Divisiorinsurer defends, we will undertake to do but paragraph c. below. so, we will be entitled to the pp gpp��pp 391-1003 08 16 Includes copyrighted material `0 I ur ce YN41fes ce, Inc., with its permission. Page 79 of 81 ( NGINE R. VILLAREAI. insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers. When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers. I. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2. Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3. The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K. Transfer of Rights of Recovery Against Others to Us ByRAMD&mmiDOsoD 1. Applicable to SECTION I - PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: JUL 23 2020 391.1003 08 16 Includes copy ®RA"TIYK 8 Office, Inc., with its permission. Page 80 of 81 VILLAR a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to SECTION II - LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. aA§,,s Hanover Insurance Croup- OB3 9898815 1001051 We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work' done under a contract with that person or organization and included in the "products -completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. REVIEWED & APPROVED By RISk MANAGEMENT DIVISION J L 2 3 2020 FI<A�Hi 391-1003 08 16 Includes copyrighted material of Insurance services Office, Inc.. with its permission. Page 81 of 81 Hanover Insurance Group_ OB39898815 1001051 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2 3 2. Additional Insured - Broad Form Vendors Included 3. Alienated Premises Included 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators Included 3 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury - Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 Occurrence 5 Product Recall Expense Aggregate Limit $50,000 Aggregate 5 Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provlded below. The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION 11 - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. (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 Any person or organization with whom you (2) Will not be broader than the insurance agreed In a written contract, written which you are required by the contract, agreement or permit to add such person or agreement or permit to provide for such organization as an additional insured on additional insured. your policy is an additional Insured only with (3) Applies on a primary basis if that is r1.espect to liability for "bodily injury", required by the written contract, written property damage', or personal and agreement or permit. advertising Injury' caused, in whole or in part, by your acts or omissions, or the acts (4) Will not be broader than coverage or omissions of those acting on your behalf, provided to any other Insured. but only with respect to: (5) Does not apply If the "bodily Injury", (1) "Your work" for the additional insured(s) "property damage" or "personal and designated in the contract, agreement or advertising injury"Is otherwise excluded permit; from coverage under this Coverage Part, REVIEWED & APPROVE, including any endorsements thereto. By Risk MANAC{FMe'N1 DIVISION 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with Its permisslon. Page 1 of 0 ,ju 3 202 t-KAN(ANL K. VILLAI&AL 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 (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (it) 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 inury" Involved the rendering of or faliure to render any professional services by or for you. d. With respect to the insurance afforded to these additional Insureds, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance The most we will pay on behalf of the additional insured for a covered claim Is the lesser of the amount of Insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 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 11 - LIABILITY, C. Who Is An Insured: Additional Insured - Broad Form Vendors a. Any person or organization that is a vendor WA 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. It. The Insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, Including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily Injury" or "property damage" for which the vendor Is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the Insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; REVIEWED & APPROVED By RISk IVIANACEWW DIVISION 391.1906 08 16 Includes copyrtghteite�go�ance Services Offices, Inc., with Its permission. N<ANl,il t t. VILLARE 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; (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for Its own acts or omissions or those of its employees or anyone else acting on Its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such Inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an Insured by another endorsement issued by us and made part of this Coverage Part. (11)Any Insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying 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: Hanover Insurance Croup_ 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 II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (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 b. Used in your manufacturing process. c. The Insurance afforded under this provision is excess over any other valid and collectible property Insurance (including deductible) available to the Insured whether primary, excess, contingent or on any other basis. 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, REVIEWED & APPROVED By Risk MANACEMMT Division 391-1006 08 16 Includes copyrighted materials of Insurance services OffIces. Inc., with Its permission. JUL 23 2020 h t. VILLAREAL Page 3 of 6 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. It. 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 termmation of any person or persons by an Insured. d. For purposes of this endorsement, the following definition is added to SECTION If - 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 exponsos" 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; (8) 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 (II)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 II - 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. fRjEEVpIEIW,tE�D& APP fR�OVCED 391-1006 08 16 Includes copynghtb�R�9lNfl`AIS"St Ii nC$I btvQcas Offices, Inc., with its permission. Page 4 of 6 JU 23 2020 FRV LAREAL 4 Hanover asurauce roap_ OB39898815 1001051 c. The following is added to SECTION II - of a deductible amount, you shall LIABILITY, D. Liability and Medical Expenses promptly reimburse us for the part of the Limits of Insurance: deductible amount we paid. Product Recall Expense Limits of Insurance The Product Recall Expense Limits of a. The Limits of Insurance shown in the Insurance apply separately to each SUMMARY OF COVERAGES of this consecutive annual period and to any endorsement and the rules staled below remaining period of less than 12 months, fix the most that we will pay under this starting with the beginning of the policy Product Recall Expense Coverage period shown in the Declarations, unless the regardless of the number of: policy period is extended after issuance for an additional period of less than 12 months. (1) Insureds; In that case, the additional period will be (2) "Covered Recalls" Initialed; or deemed part of the last preceding period for (3) Number of "your products" the purposes of determining the Limits of withdrawn. Insurance. b. The Product Recall Expense Aggregate d. The following is added to SECTION 11 - LIABILITY, E. Liability and Medical Expense Limil is the most that we will reimburse "product General Conditions, 2. Duties in the Event of you for the sum of all recall Occurrence, Offense, Claim or Suit: expenses" Incurred for all "covered recalls" Initiated during the policy period. You must see to it that the following are c. The Product Recall Each Occurrence done in the event of an actual or anticipated "covered Limit Is the most we will pay in recall" that may result in "product connection with any one defect or recall expense": deficiency. (1) Give us prompt notice of any discovery d. All "product recall expenses" in or notification that "your product" must connection with substantially the same be withdrawn or recalled. Include a description of your product" and the general harmful condition will be reason for the withdrawal or recall; deemed to arise out of the same defect or deficiency and considered one (2) Cease any further release, shipment, "occurrence". consignment or any other method of e. Any amount reimbursed for "product distribution of like or similar products until It has been determined that all recall expenses" in connection with any such products are free from defects that one "occurrence" will reduce the amount o could be a cause of loss under this of the Product Recall Expense Aggregate insurance. Limit available for reimbursement of "product recall expenses" in connection e. For the purposs of this endorsement, the with any other defect or deficiency, following definitions are added to SECTION f. If the Product Recall Expense Aggregate If - LIABILITY, F. Liability and Medical Expenses Definitions: Limit has been reduced by reimbursement of "product recall 1. "Covered recall" means a recall made expenses" to an amount that Is less than necessary because you or a government the Product Recall Expense Each body has determined that a known or Occurrence Limit, the remaining suspected defect, deficiency, Aggregate Limit Is the most that will be inadequacy, or dangerous condition in available for reimbursement of "product "your product" has resulted or will result recall expenses" In connection with any In "bodily injury" or "property damage". other defect or deficiency. 2. "Product recall expense(s)" means: g. Product Recall Deductible a. Necessary and reasonable expenses We will only pay for the amount of for: "product recall expenses' which are in (1) Communications, including radio excess of the $500 Product Recall or television announcements or Deductible. The Product Recall printed advertisements Including Deductible applies separately to each stationary, envelopes and "covered recall". The limits o insurance postage; 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 REVIEWED & APPROVED By Risk MAIVACtEh1L'Plt Division 391-7006 0816 Includes copyrighted materiels of Insurance Se",c161 KWs31n011MYi 11s permission. Page 5 of 6 I-1 AIVI, ' !IIOLOREAL