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HomeMy WebLinkAboutSpringshare LLC; 2025-02-06;City Attorney Approved Version 6/5/2024 Page 1 AGREEMENT FOR LIBCAL AND LIBANSWERS WEB SOFTWARE SERVICES SPRINGSHARE, LLC THIS AGREEMENT is made and entered into as of the ________ day of ______________, 2025, by and between the City of Carlsbad, California, a municipal corporation ("City") and Springshare, LLC a limited liability corporation ("Contractor”) (collectively, the “Parties”.) RECITALS City requires the professional services of a web service company that is experienced in customized library solutions which includes a searchable question and answer platform and calendaring software which manages online calendar events and offers room bookings. Contractor has the necessary experience in providing these professional software services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A,” attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one (1) year from Feb. 9, 2025 with three (3) optional one (1) year extensions for a total of four (4) years. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed three thousand seven hundred eight dollars ($3,708.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Docusign Envelope ID: 72C2C087-7523-40E5-883F-B8514C37CB17 6th February City Attorney Approved Version 6/5/2024 Page 2 If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The Parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Maria Callander Name Gary Chimkin Title IT Director Title Operations/Accounting Manager Department IT Address 801 Brickell Avenue, Suite 900 City of Carlsbad Miami, FL 33131 Address 1635 Faraday Ave Phone No. 917-817-5816 Carlsbad, CA 92008 Email gary@springshare.com Phone No. 442-339-2454 Docusign Envelope ID: 72C2C087-7523-40E5-883F-B8514C37CB17 City Attorney Approved Version 6/5/2024 Page 3 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 11. TERMINATION City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 12. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 13. JURISDICTION AND VENUE Docusign Envelope ID: 72C2C087-7523-40E5-883F-B8514C37CB17 City Attorney Approved Version 6/5/2024 Page 4 This Agreement shall be interpreted in accordance with the laws of the State of California regardless of conflict of laws principles. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the Parties arising out of this Agreement is the State Superior Court, San Diego County, California. 14. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 15. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 16. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both Parties, with a statement of estimated changes in charges or time schedule. 17. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the Parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both Parties. This Agreement may be executed in counterparts. /// /// /// /// /// /// /// /// /// /// /// 18. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor Docusign Envelope ID: 72C2C087-7523-40E5-883F-B8514C37CB17 City Attorney Approved Version 6/5/2024 Page 5 each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California SPRINGSHARE, LLC, a limited liability corporation By: By: (sign here) IT Director SLAVEN ZIVKOVIC, CEO & CFO (print name/title) ATTEST: By: For SHERRY FREISINGER, City Clerk (sign here) By: Senior Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: For CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 72C2C087-7523-40E5-883F-B8514C37CB17 City Attorney Approved Version 6/12/18 6 SCOPE OF SERVICES AND FEE The Contractor will provide customized library solutions web software including an end-to-end online reference platform software known as "LibAnswers," and a calendaring and event management platform software known as "LibCal." "LibAnswers" software offers email, chat, SMS & Twitter channels, creates unlimited FAQs, a searchable public knowledge base, full reference statistics, and chat anywhere which is mobile and tablet friendly. "LibCal" is an easy to use calendaring and event management platform for libraries and used extensively in the library industry. The software provides the City the ability to manage online room bookings, class calendaring and event reservations. The following information must be adhered to by the Contractor as a part of the Agreement: 1. CONTACT INFORMATION. Contractor Operations Manager Gary Chimkin, 917-817-5816, gary@springshare.com City • Deputy Library Director Sheila Crosby, 442-339-5520, sheila.crosby@carlsbaca.gov • Business Technology Manager Devin Castel, 442-339-2065, devin.castel@carlsbadca.gov • Principal Librarian Andrea Hilliard, 442-339-2041, andrea.hilliard@carlsbadca.gov • Library Administration General Phone, 442-339-2011 2. OWNERSHIP OF DATA. Contractor does not own any data, information or material that is submitted to the Software ("Customer Data"). The City, not Contractor, shall have sole responsibility for accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss, and failure to store any Customer Data. 3. NON-DISCLOSURE. Contractor will not use City's Customer Data for purposes other than those necessary to directly further the purposes of the Agreement. Contractor shall not disclose to third Parties Customer Data without the prior written consent of the non-disclosing party. 4. SERVICES. Contractor shall be responsible for securing, managing, scheduling, coordinating and supervising Contractor personnel, in performing any Services. Any change to the scope of Services must be in writing signed by both Parties. The proposed Software Services must be securely hosted, and hosting locations will be in the United States. 5. RECORDS RETENTION. Contractor will provide data scrubbing of any personally identifiable information (PII) in LibCal and LibAnswers. All data scrub requests to be coordinated in writing by City's Technology Librarian or designee with the Contractor's support team (known as Springy Support team). Data scrub requests to include Site ID, specific modules or data fields, and months or years of data retention (between one (1) month and five (5) years). Once City notifies Contractor, the Contractor will schedule the data scrub in accordance to their published timeline(s) and will provide written confirmation upon completion. Docusign Envelope ID: 72C2C087-7523-40E5-883F-B8514C37CB17 City Attorney Approved Version 6/12/18 7 6. PRIVACY. No personally identifiable information will be disseminated by Contractor to any third Parties, except as consented to by City or required by law. If such dissemination is required by law, Contractor agrees to inform City before any such dissemination if permitted by law. 7. AVAILABILITY. The contractor will use commercially reasonable efforts to ensure Contractor systems obtain an operational 99.8% uptime. Contractor agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect uptime, or that is likely to cause any material interruption or disruption in Web Software Services of "LibCal" and "LibAnswers." Notice of scheduled maintenance shall occur three (3) days prior to scheduled downtime. In the event planned emergency maintenance is required, Contractor will make commercially reasonable efforts to notify City in advance. In the event of a disaster of Contractor's primary data center, Contractor will restore services in its secondary center within four (4) hours of a disaster declaration. Postmortem meeting will be held as needed following any outages to identify root cause and specify corrective and/or preventative actions needed to prevent recurrence. Corrective and preventative action plans, as relevant, will be shared with City via email. 8. INTEGRATION. Contractor will offer Web Service integration with the City's Integrated Library System (ILS). Contractor will work with City to integrate the Web Service connection. Integration will occur within one hundred eighty (180) days from integrations request by City. 9. PRODUCTS AND SERVICES COST DETAIL DESCRIPTION Quote#24-MB1406 Quantity Product Name Description Amount 1ea LibCal 50/50/50 50 individual calendars. Each of the 50 calendars can have an unlimited number of events. 50 staff configuring appointments. This allows for up to 50 staff to configure their available times for booking one-on-one appointments with patrons. 50 rooms will have their available time listed for online booking by patrons and includes Custom Domain Mapping $1,874 1ea LibAnswers Platform LibAnswers Subscription Custom Domain Mapping LibChat with Unlimited Chat Operators Systems and Services Management Tool Social Media Management Tool SMS texting with annual message units package Reference Analytics (5 instances) Unlimited Groups Email Integration Twitter Integration Statistics Custom Question Submission Form Widgets and APl's $1,834 TOTAL $3,708 10. INVOICING/PAYMENT. Contractor’s invoice shall be submitted to City for processing and be sufficiently detailed to include related activity for review and approval. Docusign Envelope ID: 72C2C087-7523-40E5-883F-B8514C37CB17 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies, LLC 444 W. 47th St., Ste. 900 Kansas City MO 64112-1906 (816) 960-9000 kcasu@lockton.com SPRINGSHARE, LLC 801 BRICKELL AVE, FLOOR 8 MIAMI FL 33131 American Guarantee and Liab. Ins. Co.26247 Indian Harbor Insurance Company 36940 Travelers Casualty and Surety Co of America 31194 Zurich American Insurance Company 16535 Berkshire Hathaway Specialty Insurance Company 22276 X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 X X X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 10,000,000 10,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX PROF/E&O/CYBER/MPL CRIME D&O/EPL/FIDUCIARY $5,000,000 $3,000,000 $3,000,000 A CPO 3050920-03 1/1/2025 1/1/2026 A CPO 3050920-03 1/1/2025 1/1/2026 C MTP0039871 12 1/1/2025 1/1/2026 D 107551377 1/1/2025 1/1/2026 E 47-EMC-319010-04 1/1/2025 1/1/2026 B AUC 2440402-03 1/1/2025 1/1/2026 NOT APPLICABLE 1/1/2026 1537743 Y N N N N N 12/30/2024 N N 21025289 21025289 XXXXXXX City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 RE: FOR CANCELLATION FOR ANY REASON OTHER THAN NONPAYMENT OF PREMIUM, THE INSURER(S) WILL SEND 30 DAYS NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER. X Docusign Envelope ID: 72C2C087-7523-40E5-883F-B8514C37CB17 Policy Number 12:01 A.M., Standard Time COMMON POLICY CHANGE ENDORSEMENT X The following item(s): SEE NEXT PAGE The above amendments result in a change in the premiums as follows: This premium does not include taxes and surcharges. Tax and Surcharge Changes THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Endorsement No. 001 American Zurich Insurance Company Named Insured Springshare LLC Effective Date of Change: 01/24/2025 Agent Name LOCKTON COMPANIES LLC Agent No. 37385000 This endorsement will not be used to decrease coverages, increase rates or deductibles or alter any terms or conditions of coverage unless at the sole request of the insured. COVERAGE PART INFORMATION — Coverage parts affected by this change as indicated by below. Commercial Property Commercial General Liability NO CHARGE Commercial Crime Commercial Inland Marine Commercial Automobile NO CHARGE Property Portfolio Protection NO CHARGE Insured’s Name Insured’s Mailing Address Effective/Expiration Date Insured’s Legal Status/Business of Insured Payment Plan Coverage Forms and Endorsements Add/Delete Vehicle Deductibles Additional Interest Classification/Class Codes Limits/Exposures Underlying Exposure/Insurance Covered Property/Location Description is (are) changed to read [See Additional Page(s)] No Changes To be Adjusted at Audit Additional NO CHARGE Return NO CHARGE Additional NO CHARGE Return NO CHARGE CPO 3050920 - 03 X X X X X X U-GU-614-B CW (10/16) Docusign Envelope ID: 72C2C087-7523-40E5-883F-B8514C37CB17 Policy Number 12:01 A.M., Standard Time COMMON POLICY CHANGE ENDORSEMENT Endorsement No. 001 American Zurich Insurance Company Named Insured Springshare LLC Effective Date of Change: 01/24/2025 Agent Name LOCKTON COMPANIES LLC Agent No. 37385000 POLICY CHANGES ENDORSEMENT DESCRIPTION (CONT’D) CPO 3050920 - 03 THE FOLLOWING ADDITIONAL INTEREST (ADDL INSURED) HAS BEEN ADDED TO THE POLICY: CITY OF CARLSBAD/CMWD/ C/O EXIGIS INSURANCE COMPLIANCE SERVICES PO BOX 947, MURRIETA, CA 92564-0947 THE FOLLOWING FORM(S) HAS BEEN ADDED: CG 20 26 12 19 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME REMOVAL PERMIT If this policy includes the Commercial Property Coverage Part, the following applies with respect to the Coverage Part: If Covered Property is removed to a new location that is described on this Policy Change, you may extend this insurance to include that Covered Property at each location during the removal. Coverage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change; after that, this insurance does not apply at the previous location. U-GU-614-B CW (10/16)2 Docusign Envelope ID: 72C2C087-7523-40E5-883F-B8514C37CB17 POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Carlsbad/CMWD/ c/o EXIGIS Insurance Compliance Services Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CPO 3050920 - 03 A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 Docusign Envelope ID: 72C2C087-7523-40E5-883F-B8514C37CB17