HomeMy WebLinkAboutCOMPULINK MANAGEMENT CENTER INC. 1B - 2002
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Compulink Management Center, Inc.
3545 Long Beach Blvd
Long Beach, California 90807
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TERMS AND CONDITIONS
THIS AGREEMENT is made on the above License Date by Compulink Management Center, Inc. ("Licensor") duly organized and
existing under the laws of the State of California, having its principal place of business at 3545 Long Beach Blvd., Long Beach,
California 90807, and City of Santa Ana, 60 Civic Center Plaza, Santa Ana, CA. 92702, a charter city and municipal corporation duly
organized and existing under the Constitution and laws of the State ofCahfomia "Licensee" as designated above.
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THEREFORE, "Licensor" and "Licensee" do hereby agree as follows:
I. Licensed Software. In this Agreement and any Schedule(s) attached to it, "Software" shall mean the computer programs in
executable object code which constitute the LaserFiche System; all user Documentation related to such programs; and all
updated or modified versions of such Software and Documentation delivered from time to time pursuant to this Agreement.
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License. Licensee shall pay Licensor the Total Due, per Sales Order 2002.[ 0 and 2002-27, collectively Exhibit A, attached
Here to and incorporated herein by reference. All freight, transfers, ;nsurance, di.lties, or other transportation and shipment
expenses shall be borne by Licensee F.O.B manufacturer's point of shipment, as shall all taxes and government impositions,
incluclmg sales or use taxes. In consideration of Licensee's payment, and subject to the terms and conditions in this Agreement,
Licensor grants Licensee a non. transferable, non-exclusive license to install and use the specified Number of Copies of the
Software at Licensee's Equipment Site. Licensor retains title of the Software. Licensee shall be entitled to make one backup
copy of the Software for the use in the event ofloss or damage to the original copy of the Software. This Agreement shall
terminate upon breach of any term or condition of this Agreement. Upon termination, Licensee shall destroy or return to
Licensor the Licensed Software and all copies of it
Training. As part of the Total Due by Licensee to Licensor, Licenses shall be entitled to receive 12 days of training and
emergency on-site trouble shooting. Licensee shall schedule the dates with one day advance notice to Licensor. Notice must be
provided in writing to Licensor by 12 noon the previous day scheduled.
Source Code. The source is not provided as part of the Software, and Licensee shall not reconstitute the source code from the
object code. Any attempt by LIcensee to reconstitute the source code shall be deemed a breach of this agreement. If Licensor
cannot provide Technical Support for the Software due to insolvency, other business interruption, or cessation of marketing the
Software, and, as a result, Licensee is prejudiced, Licensor shall make a copy ofthe current source code available to Licensee
for its sole use in supporting the Software, without any right to further sublicense its use. Licensee in turn agrees that the
source code for the Software is an extremely valuable trade secret and that Licensee will take all reasonable actions in
accordance with Section 7 to preserve its trade secret status. When the circumstances giving rise to Licensee's acquisition of the
source code have abated, Licensee shall return all copies of the source code in its possession and certify that no copies have been
made or that all copies have been destroyed.
As part of the Total Due by Licensee to Licensor, Licensor will provide reasonable telephone support for designated software
during normal business hours from 8:00 a.m. to 5:30 p.m. Pacific Time (excluding weekends and legal holidays); and new
versions and releases of the Software issued from time to time, which mat exchange existing functions or correct minor defects.
Major new functions will be considered options and will not be included under Software Support. For as long as Licensee
continues to pay Licensor the applicable Software Support Fee, and upon receipt of a written detailed report from Licensee,
LicensOl will employ its best efforts to correct any identified substantial nonconformity in the operation of the Software to the
functional specifications in the user Documentation. Licensor's obligation shall not apply if the Software is not a current release
or ifit has been altered in anyway, subjected to malfunctioning computer hardware or abnormal operating conditions, or has
been accidentally damaged. If Licensee requests corrections of such a nonconformity, Licensee shall pay for the time and
expense which Licensor shall have incurred to investigate the nonconformity, at Licensor's rates then in efIect.
3. Copyright and Patent Indemnity. Licensor will indemnify and hold Licensee harmless and will defend, at its own expense, any
threatened or actual suit against Licensee based upon claim that the Software infringes upon a patent, copyright, trade secret or
any other intellectual property right of any third party in the United States, and will pay any settlement, costs and damages
awarded, subject to Section 10, provided that: (a) such infringement has not resulted from modification of the Software effected
by or for Licenst=e, from combining the software with any other program or data, or from the use of particular release of the
Suftware which has been replaced with a non~infringing release; (b) Licensor is notified in writing promptly of any notice
received by Licensee of any claim or of any threatened or actual suit.; (c) Licensor has the right to control the defense
of any claims, suits or proceedings, and Licensee will not settle any claims ,units or proceedings without Licensor's consent;
and (d) at Licensor's request and expense, Licensor is given sufficient information and assistance by Licensee for the defense
of the claims, suits or proceedings. Following receipt of a notice of any claim or threatened or actual suit, Licensee shall pennit
Licensor, in Licensor's sole discretion and at its own expense, to procure for Licensee the right to continue using the
~LE 562-988-1688 FAX 562-988-1886
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A S E R Fie H E 3545 Long Beach Blvd Long Beach, CA. 90807
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Software, modlfy the Software such that It IS non-mfnngmg, while not degradmg lts pertormance, or accept the return of the
software and refund to Licensee the price paid to Licensor for the Software. Licensee shall have the right to employ separate
counsel in any such claim. suit or proceeding and to participate in defense. Licensee's fees and expense for separate counsel
shall not be at the expense of Licensor. Licensor shall not be liable or responsible for any settlement of any claim entered into
without its prior written consent. OTHER THAN AS EXPRESSLY STATED HEREIN, LICENSOR SHALL HAVE NO
LIABILITY FOR ANY LOSS OR DAMAGE (INCLUDING WITHOUT LIMITATION ANY
CONSEQUENTIAL,INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES) ARISING OUT OF OR RELATED TO
ANY ALLEGATION OR DETERMINA TION THAT THE SOFTWARE INFRlNGES UPON ANY PATENT, COPYRIGHT,
TRADE SECRET OR OTHER PROPRlETARY RlGHT.
4. Trade Secrets; Proprietary Rights; Non-Disclosure. Licensee acknowledges that the Software constitutes a valuable proprietary
product and trade secret of Licensor, embodying substantial creative efforts and confidential information, ideas and expressions.
Accordingly, Licensee agrees to observe at all times (and to take precautions to insure that its employees observe) complete
confidentiality with respect to the Software. Licensee shall not disclose all or any portion of the Software to any third party or
entity except, as may be necessary or appropriate to Licensee's employees in the course of their employment. Licensee
acknowledges that the affixing of a copyright notice to the Software shall not, in itself, be deemed to constitute "publication" of
the Software pursuant to the U.S. Copyright Act.
5. Solicitation of Licensor's Personnel. Licenses acknowledge that Licensor has disclosed to its employees, consultants and
independent contractors(collectively, "Licensor's personnel") trade secrets and know-how regarding the Software and Licensor's
techniques in developing, modifying and installing the software. Licensee further acknowledges that the foregoing constitute
Licensor's valuable trade secrets and confidential proprietary information. The parties agree that it is a material condition of
this Agreement that Licensor be able to protect its valuable secrets and confidential infonnation from unauthorized use or
disclosure by Licensee's or Licensor's personnel to others. Accordingly, Licensee shall not, either during the term of this
Agreement or for a period of one year following its termination, directly or indirectly solicit or induce any of Licensor's
personnel to terminate their relationship with Licensor to become an employee, consultant or independent contractor of
Licensee, or of any person or company affiliated with Licenses; and Licensee shall not, either during the term of this Agreement
or for a period of one year following its termination, directly or indirectly, employ or contract with any of Licensor's personnel
to perform any function, provide any service, or render any advice which is Licensor's obligation or responsibility under this
Agreement. The parties acknowledge that the breach of this paragraph may result in damages which are difficult to ascertain,
and therefore, in addition to all of Licensor's remedies under this Agreement or at law, Licensor shall be entitled to seek
injunctive relief and specific performance of Licensee's obligations under this paragraph.
6. Non-Consumer. The parties agree and Buyer acknowledges that Buyer shall not be deemed a consumer as defined by any
Federal or State Act, and that the Equipment is not covered by any trade practices act. The parties agree that no claims arising
out of the sale or offer for sale shall be made pursuant to such acts and that each party will rely on the remedies provided tor in
this Agreement as a mutually agreeable allocation of risk.
7. Warranties; Limits of Liability. Licensee affirms that it has the requisite expertise to select, inspect and evaluate the Software
and determine the appropriateness thereof for Licensee's intended uses. Licensee does not rely upon any statements or
representations of Licensor, oral or Mitten, with the respect to the Software. LICENSOR DISCLAIMS ALLW ARRANTlES,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, ARlSING OUT OF OR IN CONJUCTlON WITH THEIR
USE OR PERFORMANCE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANT
ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR WILL IN NO EVENT BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR CLAIMS OF ANY THIRD PARTIES.
IN NO EVENT SHALL LICENSOR'S LIABILITY EXCEED THE REFUND OF THE DOWNPA YMENT OR OTHER
INSTALLMENTS OF THE PRICE OF THE SOFTWARE PAID TO LICENSOR BY LICENSEE. Any and all legal statute(s)
of limitations shall apply to any actions or proceedings based on this Agreement or arising out of its performance or breach.
8. Excused Performance; Exclusion of Damages. Licensor shall not be in default by reason of any failure or delay in its
performance which results, directly or indirectly, from fire, explosion, strike, freight embargo, Act of God or the public enemy,
war civil disturbances, act of any government, de jure or de facto, or any agency or official thereof, material or labor
shortage, transportation contingencies, unusually severe weather, default or delay of any manufacturer a supplier or a
subcontractor, quarantine, restriction, epidemic, catastrophe, lack of timely instructions or essential infonnation from Licensee,
or which otherwise arises out of causes beyond the control of Licensor whether similar or dissimilar to the foregoing.
9. Legal Proceedings; Attorney's Fees: Other Remedies. All disputes arising under, in connection with, or concerning the
interpretation, enforcement, or breach of this Agreement, whether in contract, tort, or otherwise, and regardless of the nature of
the damages sought, shall be brought in a court of law, of local jurisdiction. Either party may pursue in a court of law all legal
remedies available, including, but not limited to the equitable remedies of specific performance and injunctive relief, and the
provisional remedies of attachment or replevin. Each right or remedy permitted by law shall be cumulative of every other right
and remedy now or hereafter existing in law, in equity, by statute, by this Agreement or otherwise. The prevailing party in any
court proceedings shall be entitled to recover its attorney's fees and costs from the losing party.
10. Use of Name. Licensee agrees to permit Licensor to list Licensee's name as a user of the Software in published lists advertised
from time to time, provided Licensor does not thereby imply Licensee's endorsement of the Soft'Nare.
~LE 562-988-1688 FAX: 562-988-1886
info@laserfiche.com
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II Authonty to Contract By executmg thIs Agreement, LIcensee represents that W~i'iel.lli'~JGrllil:t~r;(~s each term and
condition hereof. and agrees to the same. If signed on the behalf of a business organization, the signatory party represents that
he/she has authority to enter into this Agreement on behalf of Licensee.
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CA 90807
12. Assignment. This Agreement shall be binding upon the parties and their respective successors and assigns. Licensee shall have
no right to assign or delegate this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise,
except upon Licensor's prior \Vritten permission.
13. Law Governing Agreement. This Agreement and the rights and obligations of the parties under it shall be governed by and
construed in accordance with the laws ofthe State of California.. Venue for all suits and arbitration proceedings shall be
exclusively in Los Angeles County, California.
14. Notices. All notices required or allowed under this Agreement shall be in writing and shall be delivered in person or mailed to
each respective party at the addresses in the first paragraph of this Agreement, the effective date of such notice to be when
received, if personally delivered, or three business days after mailing. Either party may change the address to which notice is to
be given by giving written notice of change of address.
15. Entirety of Agreement; Modification; Waiver Severability. This Agreement constitutes the entire Agreement between the parties
and may be modified only by a written instrument executed by duly authorized representatives of both parties. Neither party
shall be bound by any oral agreement or representation. No waiver of any provision of this Agreement or any rights or
obligations of either party shall be effective, except pursuant to a written instrument signed by the party or parties waiving
compliance. If any term or condition of this Agreement, or application thereof to any person or circumstances, is held invalid,
such invalidity shall not affect other terms, conditions, or applications of this Agreement which can be given effect without the
invalid terms, conditions, or applications.
IN WITNESS WHEREOF, the parties have caused this instrument, to be executed by their duly authorized and empowered officers as
of the License Date specified above.
ATTEST'
CITY OF SANTA ANA:
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Clerk of the Council
a municipal corporation of the
State/of califria .,/ ,_,:,~_~
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David Ream
City Manager
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APPROVED AS TO FORM:
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JOSEPH W. FLETCHER
City Attorney
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BY( \.i;/f\:,J- .~
Cristme L. Shaw-
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
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0j2:'Paul Walters
t; , Chief of Police
City of Santa Ana Police Department
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// VP of Sales ~ CompuLink
~LE: 562-988-1688 FAX 562-988-1886
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Laserfiche
3545 Long Beach Blvd
Long Beach, CA 90807
Sales Order
Date Order #
2/1 9/2002
2002-27
Bill To
Santa Ana Police Dept.
Bob Faster
60 Civic Center Plaza 4th Floor
Santa Ana, CA. 92702
Ship To
Santa Ana Police Dept.
Bob Faster
60 Ciyic Center Plaza 4th Floor
Santa Ana, CA. 92702
P.O. No.
Terms
i u_n --
Due Brian ,.. Approved
3/211200;-t--BP--t
Ship Via I' Account No., Invoice No. ,
i ------- ----------r---------
Net 30
Item Code Description Quantity Price Each Amount
i 97870UB LF Audit Trail LSAP I 1,490.00 1,490.00
, 97840UB LF Plus Plug in LSAP I 1,590.00 1,590.00
'9786lUB LF Snapshot for Entry Pack LSAP I 160.00 , 160.00 I
i 9445UB LF NT Retrieval Pack II LSAP I 1,290.00 1,290.00
TAX I Sales TAX @ 8.25% I, 373.73 373.73
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I
I LSAP Maintenance
Sales Tax (0.0%)
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Total:
$4,903.73
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Sales Order
Laserfiche
3545 Long Beach Blvd
Long Beach, CA 90807
Date Order #
1/30/2002
2002-10
Bill To
Santa Ana Police Dept.
Bob Faster
,60 Ciyic Center Plaza 4th Floor
Santa Ana, CA. 92702
Ship To
Santa Ana Police Dept.
Bob Faster
60 Ciyic Center Plaza 4th Floor
Santa Ana, CA. 92702
P.O. No. Terms Due Brian ... Approved Ship Via Account No. Invoice No.
Net 30 I 3/1/2002 BP US Mail
Item Code Description Quantity Price Each Amount
Sl ,LF MSDE Single Database (trade in credit) -4,000.00 -4,Ooo.oor
,S4 LF MS SQL Multi Processor License (15 20,000.00 20,00000T
Databases)
S4UB LF MS SQL LSAP (1 year maintenance) 4,000.00 4.000,00T
VIP3 LF VIP Annual Service Agreement 12,00000 12.00000T
97830 Web link 9,995.00 9,9<J5.UO
97830UB Weblink LSAP 2,390.00 2,390.00
SC4 LF MS SQL Conversion Fee ($2000 - VIP 0.00 OOOT
Contract)
0.00 O.OOT
TAX 'Sales TAX @ 8.25% 3,661.76 3,661.76
Sales Tax (0,0%)
so.oo
Total:
$48,046.76
ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYVY)
03/10/05
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
John Burnham .~nsurance Svcs 21 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
CA License 0099753 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
2415 Campus Drive, Suite 200
Irvine, CA 92612 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: 51. Paul Fire and Marine Ins. Co. 24767
Compulink Management Center INSURER B:
Christina Castenada; 3545 Long Beach INSURER c:
Blvd. #110 A -.J.t.vl(. -iXJ1 INSURER 0:
Long Beach, CA 90807 INSURER E:
Client#. 2791
COMPULMGM
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LT' NS. TYPE OF INSURANCE POLICY NUMBER PDO..N~1J~r68~lE Pg~fJ,~~gtC'~N LIMITS
A ~NERAl LIABILITY TT061 00058 01/06/05 01/06/06 EACH OCCURRENCE $1 000 000
X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $250 000
I CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $10000
- PERSONAL & ADV INJURY $1 000000
- GENERAL AGGREGATE $2 000 000
~'L AGG~EnE LIMIT APnS PER: PRODUCTS - COMP/OP AGG $2 000 000
PRO-
POLICY JECT LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $
ANY AUTO (Eaaccident)
-
- ALL OWNED AUTOS BODILY INJURY
(Per person) $
- SCHEDULED AUTOS
- HIRED AUTOS BODILY INJURY
(Per accident) $
- NON~OWNED AUTOS
- PROPERTY DAMAGE $
(Peraccidenl)
~~GE LIABILITY APPROVE ) AS TO FPRM AUTO ONLY - EA ACCIDENT $
ANY AUTO ~l ..-1.// //7 OTHER THAN EA ACC $
AUTO ONLY: AGG $
3~SS/UMBRElLA LIABILITY Laura )'-iLL Sheedy EACH OCCURRENCE $
OCCUR D CLAIMS MADE AGGREGATE $
'\';:::.hUIIJ Clly Altornc
$
~ DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND 1. wc STAJU: I 1OJ,~-
EMPL.OYERS' LIABILITY $
ANY PROPRIETOR/PARTNER/EXECUTIVE E.l. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? E.l. DISEASE - EA EMPLOYEE $
If yes, describe under E.l. DISEASE - POLICY LIMIT $
SPECIAL PROVISIONS below
OTHER
DESCRIPTION OF OPERATIONS I lOCATIONS / VEHICLES I EXCL.USIONS ADDEO BY ENDORSEMENT f SPECIAL PROVISIONS
Cert holder is additional insured as per attached wording from policy form
CERTIFICATE HOLDER
CANCELLATION
SHOUL.D ANY OF THE ABOVE DESCRIBED POLICIES BE CANCEL.lED BEFORE THE EXPIRATION
City of Santa Ana DATE THEREOF, THE ISSUING INSURER Will ENDEAVOR TO MAil ---60..- DAYS WRITTEN
Attn: Pat Healy, M/SM-30 NOTICE TO THE CERTIFICATE HOL.DER NAMED TO THE lEFT, BUT FAIL.URE TO 00 SO SHALL.
20 Civic Center Plaza IMPOSE NO OBLIGATION OR L.IABILlTY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Santa Ana, CA 92701 REPRESENTATIVES.
A~~RIZEDR~EZ;V~
ACORD 25 (2001108) 1 of 2
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. the protected person's liability for such
injury or damage is determined in a suit
on the merits in the coverage territory, Or
in a settlement agreed to by us; and
. they result from the ,activities of a person
whose home is In the coverage territory,
but is away from there for a short time
on your business; or
. they result from your products that ,are
made or sold by you in the coverage
territory.
For example:
You manufacture a product in the coverage
territory. It is exported to Norway. A
few months later. a Norwegian citizen is
allegedly injured while using that product.
He sues you. If the suit is brought against
you in the coverage territory. and it seeks
damages for bodily injury covered by this
agreement, we'll have the duty to defend
you against the suit, and to pay covered
damages awarded in a judgment against
you. Hovvever, if the suit Is brought
against you in Norway. or anywhere else
outside the coverage territory. we worlt
have a duty to defend you there. Also. we
wortt, have a duty to pay a judgment
awarded by a court there. even if the
judgment is later recognized and enforced
by a court in the coverage territory.
Coverage territory means:
. the United States of America, including its
territories and possessions;
. Puerto Rico;
. Canada; and
. international waters or airspace only
during travel or transportation between an~
of the above places.
We explain what we mean by your products
in the Products and completed work total
limit section.
Who Is Protected Under This Agreement
Individual. If you are shown in the
Introduction as a named insured and an
individual, you and your spouse are
protected persons only for the conduct of
business of which you are the sole owner.
Page 5 of 2,
47150 Rev. '-96 Printed in U.S.A. Insuring Agreement
oSt.Paul Fire and Marine Insurance Co.1996 All Ri!'lhts Reserved
judgment awarded in a suit for injury or
damage covered by this agreement if:
. we defend a protected person against the
suit; and
. the judgment is awarded against that
protected person.
If we appeal such a judgment, we'll pay all
expenses which result directly from that
appeal, including post judgment interest and
the cost of appeal bonds. Such appeal
expenses are in eddition to the limits of
coverage. However, the results of an appeal
won't change the limits of coverage that
apply under this agreement.
When This Agreement Covers
Bodily injury and property damage liability.
We'll apply this agreement to claims or
suits for covered bodily injury, property
damage, or premises damage whenever
they're made or brought.
Personal injury liability. We'll apply this
agreement to claims or suits for covered
personal injury whenever they're made or
brought.
Advertising injury liability. We'll apply this
agreement to claims or suits for covered
advertising injury whenever they're made or
brought.
Medical expenses. We'll apply this agreement
to covered medical expenses only when
they're reported to us within three years of
I the beginning date of the event.
\AIJIere This Agreement Covers
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'\lYe'lI apply, and make payments under, this
, a-Sreement:
oo: only in the coverage territory; and
.. only for covered injury or damage that's
: caused by events or offenses which
, happen or are committed there.
However, we'll also apply, and make
payments under, this agreement in the
coverage territory for covered injury or
damage that's caused by events or offenses
which happen or are committed in the rest
of the world if:
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Partnership or joint venture. If you are shown
in the Introduction as a named insured and a
partnership or a joint venture, you are a
protected person. Your partners or co-
venturers, and their spouses. are protected
persons only for the conduct of your
business.
Limited liability company. If you are shown in
the Introduction as a named insured and a
limited liability company. you are a
protected person. Your members are
protected persons only for the conduct .of
your businesS. And your managers are
protected persons only for their duties as
your managers.
Corporation or other. organization. If you are
shown in the Introduction as a named
insured and a corporation or an other
organization, you are a protected person.
Your directors and executive officers are
protected persons only for the conduct of
their duties as your directors or executive
officers. And your stockho Iders are
protected persons only for their liability as
your stockholders.
Other organization means an organization
other than a corporation, partnership, joint
venture, or limited liability company.
Executive officer means any person holding
an officer position created by the charter.
constitution, or by-laws, or any other similar
governing document, of a corporation or
other organization.
Employees and volunteer workers. Your
employees are protected persons only for:
. work done within the scope of their
employment by you: or
. their performance of duties related to the
conduct of your business.
.
. any of your partners or co-venturers if
you are a partnership or joint venture;
. any of your members or managers if you
are a limited liability company;
. any fellow employee;
. any fellow volunteer worker or any of
your employees; or
. the spouse or any child, parent, brother, or
sister of that employee or volunteer
worker if such injury results from the
bodily injury or personal injury to the
fellow employee or volunteer worker.
Nor is any employee or volunteer worker a
protected person for any obligation to share
damages with or repay someone else who
must pay damages because of such bodily
injury or personal injury.
Also, no employee or volunteer worker is a
protected person for bodily injury or
personai injury that results from his or her
performance of or failure to perform health
care professional services.
In addition, no employee or volunteer
worker is a protected person for property
damage to property that's controlled by:
. you;
. any of your partners or co.venturers if
you are a partnership or joint venture;
. any of your members or managers if you
are a limited liability company;
. that employee or any fellow employee; or
. that volunteer worker, any fellow volunteer
worker, or any of your employees.
But we won't apply the exclusions in this
Employees and volunteer workers section to:
. bodily injury that results from the
providing of or failure to provide first aid
by an employee or volunteer worker, other
than an employed or volunteer doctor; or
. premises damage.
And your vo lunteer workers are protected
persons only for activities or work they
conduct or perform:
Nor will we apply the exclusions in this
. at your direction; and Employees and volunteer workers section to
. within the scope of their duties for you. bodily injury or personal injury to;
. any fellow employee that results from
However, no employelln</.f volunt~.er w.o!ker, work, other than the performance Or
is a protected persorf'-AA&Q.'M;iJ.yJln~yl B\- [-ORM failure to perform health care professional
personal injury to; \ ,J:.7() . services. done by your employees who
. you: _7'""rl) C;/7 hold supervisory positions; or
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Page 6 of 23
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. the spouse or any child, parent, brother, or
sister of that fellow employee if such
injury results from the bodily injury or
personal injury to that fellow employee.
Also, we won't apply this Employees and
volunteer workers section to the following
protected persons:
. Your managers if you are a limited
liability company. Instead, we'll apply the
Limited liability company section to them.
. Your executive officers if you are a
corporation or an other organization.
Instead, we'll apply the Corporation or
other organization section to them.
Emp/oyee includes a leased worker, other
than a leased temporary worker.
Leased worl<er means any person who:
. is hired from an employee leasing firm
under a contract or agreement between the
hirer and that firm; and
. is performing duties relatad to the conduct
of the hirer's business.
.
Employee leasing firm means any person or
organization who hires out workers to
others. It includes eny:
. employment agency, contractor, or service;
. labor leasing firm; or
. temporary help service.
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Leased temporary worl<er means a leesed
worker who is hired to:
. temporarily take the place of e permanent
employee on leave; or
. meet seasonal or short-term workload
conditions.
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tI(,;unteer worker means any person other
th!n:
. an employee; or
.. ~ leased temporary worker.
Cant rolled by means:
. "bwned, rented, leased, occupied, borrowed,
'or used by;
. in the care, custody. or control of; or
. being physically controlled for any
purpose by.
Health care professional services includes:
.
'IboStRIlII
. any dental, medical, mental, nursing,
surgicel, x-ray, or other health care
professional service, including any advice,
instruction, food, or beverage provided
with such service;
. the dispensing of drugs or medical or
dantal supplies and appliances; and
. the handling or treatment of corpses,
including autopsies, organ donations, and
other postmortem procedures.
Real estate managers. Your real estate
managers are protected persons only for
their management of premises that you own,
or rent, lease, or borrow from others. They
may be persons or organizations.
But we won't apply this Real estate
managers section to your employees.
Instead, we'll apply the Employees and
volunteer workers section to them.
landlords. Any landlord of a premises rented
or leased to you is a protected person only
for the ownership, maintenance, or use of
the premises while you rent or lease it.
However. no landlord is a protected person
for injury or damage that results from any
of the foliowing work while being done by
or for the landlord:
. Structural changes.
. New construction work.
. Demolition work.
Landlord means the owner. lessor, or
manager of a premises.
Equipment lessors. Any lessor of equipment
rented or leased to you is a protected
person only for your operation, maintenance,
or use of the equipment whiie you rent or
lease it.
However, no equipment lessor is a protected
person for injury or damage that results
from their sole negligence.
Lessor means the owner or lessor.
Persons or organizations for your work as
required by wrillen contract Any person or
organization who:
. is not otherwise a protected person under
this agr eement; and
47150 Rev. 1-96 Printed in U.S.A.
_co. D.....I l:";~c ::Inri r-./huinp In!,;llr.t'lnr.A
Page 7 of 23
Insuring Agreement
r.o.1996 All Riohts Reserved
.
lhostRlld
. is required by 8 written contract or
agreement with you to be made a
protected person for your work;
is 8 protected person only for covered
bodily injury or property damage that results
from your work.
However, no such person or organization is
a protected person for injury or damage that
results from their sole negligence.
We explain what we mean by your work in
the Products and completed work total limit
section.
Vendors. Any vendor of your products is a
protected person for covered bodily injury
or property damage that results from your
products only if:
. this agreement provides products liability
coverage for those products;
. a wrillen contract or agreement with you
requires that the vendor be made an
additional protected person; and
. the products are sold or distributed in the
usual course of the vendor's business.
However. no vendor from whom you've
acquired your products. or any of their parts
or containers. is a protected person.
Nor is any vendor a protected person for
bodily injury or property damage that results
from:
.
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any express warranty which you haven't
authorized;
any physical or chemical change In your
products which is intentionally made by
the vendor;
the repackaging of your products for
purposes other than demonstration,
inspection, testing, or replacement of parts
oiered by you or the manufacturer;
th repackaging of your products in other
t , n their original containers;
a~y Ulilure of the vendor to do normal or
a' #~ upon servicing of your products;
~ -
t ~ ~monstration, installation, or servicing
f",y;5lur products which is done away from
t. iSlendor's premises; or
~i:i products which have been labeled or
lijaEeled, or used as an ingredient, part;
lZPntSlner tn, on, or for anything else,
y ooer for the vendor.
"
Page 8 of 23
"Ct Poo" l'irR and Marine Insurance Co.1996 All RiQhts Reserved
.
Also, no vendor is a protected person for
bodily injury or property damage for which II
the vendor has assumed liability under any ·
contract or agreement. But we won't apply
this exclusion part to bodily injury or
property damage for which the vendor would
have liability without the contract or
agreement.
Servicing includes any adjustment.
assembly, inspect ion, repair. or test.
We explain what we mean by your products
in the Products and completed work total
Ii m it sect ion.
Operators of registered mobile equIpment. A II
operators of registered mobile equipment are
protected persons for their driving of such
equipment on a public street or road with
your permission.
Any person or organization legally
responsible for the driving conduct of those
operators is also a protected person. But
only if there's no other valid and collectible
insurance available to cover their liability
for the operators.
However, no operator or any other person or
organization is a protected person for:
. bodily injury to a fellow employee of the
person driving the equipment; or
. property damage to property controlled by
you or the employer of IIn operlltor who
is a protected person.
Registered mobile equipment means mobile
equipment that's registered in your name
under a motor vehicle registration law.
We explain what we mean by:
. controlled by in the Employees and
volunteer workers section; and
. mobile equipment in the Mobile equipment
exclusion.
Unnamed Subsidiaries. Any of your
subsidiaries thllt aren't shown in the
Introduction as a named insured is a
protected person if:
. you own more than 50% of it on the
beginning date of this agreement; and
. it isn't an insured or protected person
under other general liability insurancE.
.
.
.
.
Newly acquired or formed organizations. .A~y
organization, other than a partnership, Jomt
venture, or limited liability company, that
you acquire or form while this agreement is
in effect is a protected person if you own
more than 50% of it.
.
TheStRlul
· all covered personal injury that's caused
by all personal injury offenses committed
In a policy year;
· all covered advertising injury that's caused
by all advertising injury offenses
committed in a pOlicy year; and
· all covered medical expenses that result
from all events Which happen in a policy
year.
However, this limit won't apply to bodily
injury or property damage that results from
your products or completed work. Instead,
t.he products and completed work total limit
applies to such bodily injury or property
damage Covered by this agreement.
Policy year meens the policy periOd shown
in the Introduction, or the period of time
that this agreement is in effect, whichever
is less. But when that periOd is longer than
one year, it means each consecutive annual
period, and the remaining periOd if any, that
this agreement is in effect, starting with the
beginning date of this agreement.
We explain the products and completed work
total limit, and what we mean by your
products and your completed work, in the
Products and completed work total limit
section.
Products and compleled work IOlal limit. This
is the most we'll pay for all covered bodily
injury and property damage thet:
· results from your products and completed
work; and
· happens in a policy year.
Your products means any of the goods or
products that are Or were manufactured,
sold, handled, distributed, or disposed of by:
· you;
· others using your name; or
· any person or organization whose business
or assets you've acquired.
Your products includes:
· all Containers, equipment, materials, Or
parts provided with or for your products;
. any warranty provided with or for your
products;
. any statement made. Or which should nave
been made, about the durability, fitness,
handling, maintenance, operation,
47150 Rev. 1-96 Printed-'. itt Sheeuy Insuring Agreement
If'lC::t Pl"Ii/ Firp ;>Jnd Marine Insurff~J~(tyOt:t.tfl~se All RiQhts ReservF!rI
However, no newly acquired or formed
organization is a protected person for:
· more than the remainder of the time this
agreement is in effect, beginning with the
date that you acquired or formed it;
· bodily injury or property damage that
happened before you acquired or formed
it;
· personal Injury or advertising injury that
results from an offense committed before
you acquired or formed it; or
· injury or damage that's covered by other
similar general liability insurance.
Separation of prolected persons. We'll apply
this agreement separately to each protected
person.
However, the limits of coverage shown in
the Coverage Summary are shared by all
protected persons. We explain how in the
Limits Of Coverage section.
Also, any right or duty specifically assigned
to the first named insured remains
unchanged. We explain those rights and
duties in the General Rules, which is a pert
of your poliCY.
limits Of Coverage
The limits shown in the Coverage Summary
and the information contained in this section
fix the most we'll pay as damages and
medical expenses, regardless of the number
of;
· protected persons;
. claims made or suits brought; or
. persons or organiZations making cleims Or
bringing suits.
General lotal limit This is the most We'll
pay for the combined total of:
. all covered bodily injury, property damage,
and premises damage that happens in a
policy year; APPROVED AS TO i.)I~M
. %51/7
Page 9 of 23