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Core Business Technologies; 2018-11-01; (2)
City Attorney Approved Version 9/27/16 1 AMENDMENT NO. 2 TO AGREEMENT FOR UPGRADE FROM EXISTING CORE ONE-STEP APPLICATION TO IPAYMENT ENTERPRISE WONDERWARE INC. DBA CORE BUSINESS TECHNOLOGIES This Amendment No. 2 is entered into and effective as of the ______ day of ______________________________, 20___, amending the agreement dated November 1, 2018 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Wonderware Inc. dba Core Business Technologies, (“Contractor") (collectively, the “Parties”) for (description of project). RECITALS A. On November 14, 2019, the Parties executed Amendment No.1 to the Agreement to alter the scope of work to replace the peripherals listed in Exhibit A of the original agreement with those listed in Exhibit A of Amendment No. 1; and B. The Parties desire to alter the Agreement’s scope of work to add additional business center functionality and develop a custom management report; and C. The Parties have negotiated and agreed to the fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total Agreement amount shall not exceed four hundred fifteen thousand, four hundred, fifty-five dollars and forty cents ($415,455.40). 2. City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed eleven thousand, sixty-two dollars and zero cents ($11,062.00). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. // DocuSign Envelope ID: D1BEC3D2-038B-4B7C-9203-F0CFB0E16056 3rd 20June City Attorney Approved Version 9/27/16 2 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Assistant City Manager (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON 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, President, or Vice-President Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: D1BEC3D2-038B-4B7C-9203-F0CFB0E16056 John Costa VP Professional Services Raj Lakhani 5/27/2020 for City Attorney Approved Version 9/27/16 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE Whereas CORE Business Technologies (CORE) and the City of Carlsbad, CA (customer) executed a Professional Services Agreement (Agreement) on November 1, 2018, Whereas, both parties desire to amend the Agreement by adding additional professional services to the items listed in Exhibit A, Now, therefore, both parties agree to amend the Agreement as follows: 1. CORE will add a custom page to the iPayment Business Center public facing portal that will calculate Transient Occupancy Tax (TOT) and enable the public to pay the tax online using a credit card or ACH echeck. 2. CORE will add the Energov transaction to the iPayment Business Center public facing portal to enable the public to pay for permits online using a credit card or ACH echeck. 3. CORE will develop a custom report in the iPayment cashier system to group transaction details by individual daily batch file for each user in each work group, instead of by transaction and report type, to make reconciliation more efficient. Professional Services One-Time Cost Transient Occupancy Tax (TOT) calculations and transactions on iPayment Business Center public facing portal $6,000 Energov transactions on iPayment Business Center public facing portal $1,500 Custom management report in iPayment cashier system $3,562 Total investment $11,062 DocuSign Envelope ID: D1BEC3D2-038B-4B7C-9203-F0CFB0E16056 INSR ADDLSUBRLTRINSR 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) COMMERCIAL GENERAL LIABILITY 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 INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $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 POLICY NON-OWNED 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 any 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) ACORDTM CERTIFICATE OF LIABILITY INSURANCE National Fire Insurance Co. of Hartford Continental Casualty Company Argonaut Insurance Company Beacon Mutual Insurance Company 06/05/2018 USI Insurance Services LLC 475 Kilvert Street, Building B Suite 205 Warwick, RI 02886 Charlotte Carignan 401 558 3104 610 537 4819 charlotte.carignan@si.com ISAM, Inc, Wonderware, Inc dba Core Business Technologies, UCI 2224 Pawtucket Ave East Providence, RI 02914 20478 20443 19801 24017 A X X C5095789699 10/23/2017 10/23/2018 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 A X X X C5095789704 10/23/2017 10/23/2018 1,000,000 B X X X 10000 C5095789685 10/23/2017 10/23/2018 5,000,000 5,000,000 C Y WC928198269394 10/23/2017 10/23/2018 X 1,000,000 1,000,000 1,000,000 A E & O C5095789699 10/23/2017 10/23/2018 5,000,000/5,000,000 ** Workers Comp Information ** Beacon Mutual Insurance Company--25170- Eff Date: 10/23/2017 Exp Date: 10/23/2018 WC Each Accident Limit: $1,000,000 WC Policy Limit: $1,000,000 (See Attached Descriptions) City of Carlsbad/CMWD Attn: IT Department 1635 faraday Carlsbad, CA 92011 1 of 2 #S23225356/M21770578 ISAMINCWClient#: 750568 CXCCB 1 of 2 #S23225356/M21770578 DocuSign Envelope ID: D1BEC3D2-038B-4B7C-9203-F0CFB0E16056 I I ~ □ □ ~ ~ Fl n n f-- f--- f--- f--f-- f--H I I I I I □ I SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) WC Each Employee Limit: $1,000,000 The City of Carlbad, its officials, employees and volunteers are additional insured with respect to liability arising out of activities performed by or on behalf of the Named Insured (General Liability only). GL & Auto Liability Additional Insured on a Primary non contributory basis if required by written contract, to the extent insured is held legally liable, and for owned autos only. 2 of 2 #S23225356/M21770578 DocuSign Envelope ID: D1BEC3D2-038B-4B7C-9203-F0CFB0E16056 DocuSign Envelope ID: D1BEC3D2-038B-4B7C-9203-F0CFB0E16056 Client#· 750568 ISAMINCW ACORDm CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 12/02/2019 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~fijl~c:T Lynn Lev USI Insurance Services LLC rlJBNJo Extl: 401 558 3133 I Fffc, Nol: 877 484-4772 475 Kilvert Street, Building B !flJ~ss: lynn.lev@usi.com Suite 205 INSURER(S) AFFORDING COVERAGE NAIC# Warwick, RI 02886 INSURER A: National Fire Insurance Co. of Hartford 20478 INSURED INSURER B : Continental Insurance Company 35289 ISAM, Inc; INSURER C : Beacon Mutual Insurance Company dba Core Business Technologies, UCI INSURER D: 2224 Pawtucket Avenue East Providence, RI 02914-1716 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR ,:~Mg~ 1,:~M51v~~Yi LIMITS LTR INSR WVD POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY C5095789699 10/23/2019 10/23/202C EACH OCCURRENCE $1 000 000 f--□ CLAIMS-MADE [!] OCCUR ~~~~[i;~J9E~~~6.Tr~encel s1 ooo ooo MED EXP (Any one person) $15 000 f-- PERSONAL & ADV INJURY f--$1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 R □PR~ □LOG PRODUCTS -COMP/OP AGG s2,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY C5095789704 10/23/2019 10/23/202C fE~~~~~~~tlSINGLE LIMIT s1,000,000 f-- X ANYAUTO BODILY INJURY (Per person) $ f--OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ f--- X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident\ -$ B ~ UMBRELLA LIAB ~ OCCUR C5095789685 10/23/2019 10/23/202C EACH OCCURRENCE s5.000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5.000 000 OED I XI RETENTION $10000 $ C WORKERS COMPENSATION 25170 10/23/2019 10/20/202( l~~fTIJTF I X l~JH-AND EMPLOYERS' LIABILITY y / N s1 000 000 ANY PROPRIETOR/PARTNER/EXECUTIVE□ E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE • EA EMPLOYEE $1000000 If yes, describe under E.L. DISEASE -POLICY LIMIT s1 000,000 DESCRIPTION OF OPERATIONS below A E&O C5095789699 10/23/2019 10/23/202( 3,000,000 25,000 deductible DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) The City of Carlbad, its officials, employees and volunteers are additional insured with respect to liability arising out of activities performed by or on behalf of the Named Insured (General Liability only). GL & Auto Liability Additional Insured on a Primary non contributory basis if required by written contract, to the extent insured is held legally liable, and for owned autos only. CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD, Attn: IT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Department ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Avenue Carlsbad, CA 92011 AUTHORIZED REPRESENTATIVE I J>~-..:rJ4Jd-Y © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S27253127/M26959387 PJRZP City Attorney Approved Version 9/27/16 1 AMENDMENT NO. 1 TO AGREEMENT FOR UPGRADE FROM EXISTING CORE ONE-STEP APPLICATION TO IPAYMENT ENTERPRISE WONDERWARE INC. DBA CORE BUSINESS TECHNOLOGIES This Amendment No. 1 is entered into and effective as of the ______ day of ______________________________, 20___, amending the agreement dated November 1, 2018 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Wonderware Inc. dba Core Business Technologies, (“Contractor") (collectively, the “Parties”) for (description of project). RECITALS A. The Parties desire to alter the Agreement’s scope of work to replace the peripherals listed in Exhibit A of the original agreement with those listed in Exhibit A of Amendment No. 1; and B. The Parties have negotiated and agreed to the fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed forty-two thousand, three hundred, thirty-three dollars and forty cents ($42,333.40) for peripheral hardware devices. 2. City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed forty-two thousand, three hundred, thirty-three dollars and forty cents ($42,333.40). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. // DocuSign Envelope ID: 56465416-FA5C-4B98-95CE-EEA45F971A2F 19 4th November City Attorney Approved Version 9/27/16 2 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON 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, President, or Vice-President Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 56465416-FA5C-4B98-95CE-EEA45F971A2F Chief Executive OfficerJeff Saucier For for City Attorney Approved Version 9/27/16 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE DocuSign Envelope ID: 56465416-FA5C-4B98-95CE-EEA45F971A2F AGREEMENT FOR UPGRADING FROM EXISTING CORE ONE-STEP APPLICATION TO !PAYMENT ENTERPRISE WONDERWARE INC. DBA CORE BUSINESS TECHNOLOGIES "-c:HIS AGREEMENT is m,?Eje and entered into as of the 'St day of ~h\et?v:: , 20__1¼ by and between the CITY OF CARLSBAD, a municipal corporation, ("Cityl, andWONDERWARE INC. dba CORE BUSINESS TECHNOLOGIES, an East Providence, Rhode Island, ("Contractor"). RECITALS A. City requires the professional services of a professional services vendor that is experienced in upgrading from the existing CORE One-Step application to CORE iPayment Enterprise and the addition of CORE iPayment ASP hosting service. B. Contractor has the necessary experience in providing professional services and advice related to upgrading the CORE One-Step Application to CORE iPayment Enterprise, providing an ASP hosting service, and providing ongoing software support. C. Contractor 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 attached Exhibit "D", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of 60-months from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total maximum fee payable for the Services to be performed during the initial Agreement term will be one hundred fifty-six thousand five hundred dollars ($156,500.00). The total maximum fee payable for peripheral hardware devices will be seventeen thousand eight hundred thirty-six dollars ($17,836.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payments shall be made in accordance with the schedule contained in Exhibit B. The City reserves the right to withhold a ten percent ( 10%) retention until City has accepted the work and/or Services or has moved to production specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. 1 CORE 2018 Agreement iPayment Enterprise Services and Hardware Agreement.FINAL nc 10-5-18 October 30, 2018 Item #3 Page 32 of 44 The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct 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. It is specifically agreed that the City maintains the responsibility for the auditing of transaction data. Transaction data is defined as information that is captured in iPayment and is either stored in its transaction database and/or posted to the host system(s) of record for payment application. The action or lack of action taken by the City as a result of transaction processing is the sole responsibility of the City. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have 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. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 2 CORE 2018 Agreement iPayment Enterprise Services and Hardware Agreement.FINAL nc 10-5-18 October 30, 2018 Item #3 Page 33 of 44 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance with Contractors awareness and agreement or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of Contractor. The Contractor hereby grants to the City a perpetual, worldwide, irrevocable, nonexclusive royalty free license to use such works or modifications for its business purposes; 3 CORE 2018 Agreement iPayment Enterprise Services and Hardware Agreement.FINAL nc 10-5-18 October 30, 2018 Item #3 Page 34 of 44 provided, however, any work and modifications developed hereunder which are made part of the baseline software shall be governed by the terms of the License and Maintenance Agreement.. 14. OMITTED 15. 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 Name Maria Callander Title Director Department Information Technology City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2454 For Contractor Name Jeffrey Saucier Title Vice President & General Manager Address 2224 Pawtucket Avenue East Providence, RI 02914 Phone No. 401-431-0700 Email j sa ucier@corebt.com 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. 16. 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 in all categories. YesD NogJ_ 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. Nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 4 CORE 2018 Agreement iPayment Enterpnse Services and Hardware Agreement.FINAL nc 10-5-18 October 30, 2018 Item #3 Page 35 of 44 20. TERMINATION a) Termination upon Breach. In the event either party gives written notice to the other that such other party has materially breached the terms of this Agreement, and such breach shall not have been cured within Sixty (60) business days of the giving of such notice, the party giving such notice shall have the right to terminate this Agreement at any time thereafter upon written notice of such termination to the other party with or without additional cause. Notwithstanding the foregoing, CORE may terminate this License Agreement and the rights granted hereunder if Customer fails to pay any amounts due under this License Agreement as and when due (CORE will send written notice to Customer advising of such breach with 60 days to cure). Upon termination for failure to pay amounts due after 60 days after written notice has been sent to cure the original breach and the remaining payments for the initial term, CORE may terminate this agreement. Customer must make all remaining payments due in the Initial Agreement Term within 90 days of termination. Customer shall immediately cease to use the Licensed Program and, if such matter is not resolved within six (6) months of the above-mentioned written notice, dispose of Documentation by returning such Documentation to CORE or, at CORE's option, by destroying the same and certifying such destruction in writing. Upon payment of all amounts due after Customer has been advised of breach, the Customer may immediately resume use of the Licensed Program for the remainder of the Initial Agreement Term. THIS AGREEMENT IS NON-CANCELLABLE FOR THE INITIAL AGREEMENT TERM EXCEPT AS PROVIDED IN THIS AGREEMENT. b) This Agreement may be terminated by a party due to assignment of the business of the other party for the benefit of creditors or upon filing of a petition into receivership, or a petition of bankruptcy (voluntary or involuntary) which has not been discharged within Sixty (60) days. c) The City is a public entity that is subject to an annual budgetary appropriation process. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement are, at any time, not forthcoming or insufficient through failure of the City Council to appropriate funds or otherwise, the City may terminate this Agreement upon thirty (30) days written notice and with no penalties. d) Effect of Termination. Upon termination of this Agreement, neither party shall have any further obligation hereunder except for (i) obligations accruing prior to the date of termination, and (ii) obligations or covenants contained herein that are expressly intended to extend beyond the term of this Agreement, including, without limitation, covenants relating to Confidentiality and Indemnification. e) Actions upon Termination. Upon termination of this Agreement for any reason, Customer shall immediately cease use of, and return forthwith to CORE, the Licensed Program and the Licensed Documentation, and any copies thereof, including Maintenance Modifications and Enhancements. CORE has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement 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. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and 5 CORE 2018 Agreement iPayment Enterprise Services and Hardware Agreement.FINAL nc 10-5-18 October 30, 2018 Item #3 Page 36 of 44 Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS This Agreement, nor the monies due or to become due, may not be assigned by either party without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by either party in connection with a merger, consolidation, sale of all of the equity interests of the party, or a sale of all or substantially all of the assets of the party to which this Agreement relates and so long as the acquiring party acknowledges in writing that it intends to fulfill the obligations of this Agreement. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not otherwise be assigned by the parties hereto. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it 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. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor 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 (sign here) Mark S. Cohen, President/President (print name/title) By: (sign here) CIT O CARLSBAD, a municipal co orati n of the State of California By: ERT TITLE OF PERSON AUTHORIZED TO SIGN (City Manager or Mayor or Division Director as authorized by the City Manager)] ATTEST: BARBARA E 6 CORE 2018 Agreement iPayment Enterpnse Services and Hardware Agreement.FINAL nc 10-5-18 October 30, 2018 Item #3 Page 37 of 44 City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. .!.f..._§_ corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. ~~EWE~ a::rney BY: //(;{_),t --------------Assistant City Attorney 7 CORE 2018 Agreement iPayment Enterprise Services and Hardware Agreement.FINAL nc 10-5-18 October 30, 2018 Item #3 Page 38 of 44 Payment Terms: EXHIBIT B BILLING/PAYMENT SCHEDULE a. Customer shall pay the one-time Professional Services and interface development fees as outlined in Exhibit A: Project Design and Configuration, iCashiering, Business Center and Admin Center Project Management -ACH and ICL File Creation Interface Development Installation and Training including FitGap Payment terms for Professional Service items above: • 40% upon issuance of Purchase Order or $59,600.00 • 20% upon delivery of project to Test Environment or $29,800.00 • 20% upon completion of Acceptance Testing 29,800.00 • 20% upon "Go Live" or $29,800.00 b. Customer shall pay for travel expenses upon consumption in accordance with Exhibit A in an amount not to exceed $7,500.00 based upon 7 days (9 people days) of on-site services. c. Customer shall pay for peripheral equipment plus shipping charges 100% upon delivery and invoice in accordance with Exhibit A. NOTES: 1. The customer is responsible for remitting any applicable sales and use taxes to the local and or State tax authority. 2. Training will be "train the trainer" format. 3. Customer will facilitate supervised access to customer host systems. 4. Additional custom programming (tailoring) or services would be at additional expense of $1,500.00 per day (8-hour minimum.) 5. The hardware warranty and maintenance agreement resides with the original equipment manufacturer. City Attorney Approved Version 6/12/18 10 October 30, 2018 Item #3 Page 41 of 44 EXHIBIT C MINIMUM HARDWARE REQUIREMENTS COMMUNICATION AND CONNECTIVITY REQUIREMENTS PCs should have the following minimum configuration: 1 GHz Core 2 Duo ( or better) MS Windows 7 or higher 1GB RAM USB Ports (recommend min. of 4 per PC) Monitor with 1024 x 768 or greater Operating System/Software Environment Workstation must be running Internet Explorer version 11.0 or higher and Microsoft.Net Framework 4.5.2 installed (if the peripheral package is installed) All workstations will be installed with appropriate peripheral drivers and Microsoft ActiveX controls if needed for proper peripheral functions (i.e. CORE provided receipt printers, card readers, pin pad, barcode readers, etc.). Payment Gateway Connectivity for MX 915 credit card device for POS card processing PORTS AND URLS PREREQUISITES The MX915 requires the following URL's and Ports to be opened up to function properly. https://vhq.verifone.com/MessagingServer/MessageHandler.asmx The IP for the above URL is 199.71.107.160 This is the online monitoring service for the devices. It is used to monitor the connection status of the MX915's, pull log files and push updates as needed. For production these URLS are needed. https://prodl.ipcharge2.net/ipchapi/rh.aspx https://prodl.ipcharge.net/ipchapi/rh.aspx For test these URL's are needed. https://certl.ipcharge.net/ipchapi/rh.aspx These are the main and backup URL's for the payment gateway. The MX915 talks directly to these URL's for credit card payments. Ports 5015 and 5016 These are for communication between the Peripheral Service and the MX915 CORE will provide advanced notice to Customer of any planned changes to IP's, URL's or ports. City Attorney Approved Version 6/12/18 11 October 30, 2018 Item #3 Page 42 of 44 EXHIBIT D STATEMENT OF WORK This Statement of Work ("SOW") is governed by, incorporated into, and made part of the Contract between CORE Business Technologies (CORE), 2224 Pawtucket Avenue, East Providence, RI 02914 and the City of Carlsbad (Customer) dated _____ 2018. This SOW defines the tasks and deliverables of both CORE and Customer under the terms of the Contract. The terms of this SOW are limited to the scope of this SOW and shall not be applicable to any other SOW, which may be executed and attached to the Agreement. In the event of any conflict between other provisions of the Contract and one or more provisions of this Statement of Work, the provisions of this Statement of Work shall govern. 1.0 SERVICES -DESCRIPTION OF THE WORK CORE will provide the City with professional services for the purpose of configuration and installation of iPayment Enterprise (iPayment), including the iCashiering, Admin Center and Business Center modules. Professional services will be provided for the development of system interfaces between iPayment and systems outlined in 2.0.1 below along with creation of ACH and ICL Files. Other interfaces may be developed as required at the rates indicated in Exhibit A. iPayment will be hosted by CORE in its data center. Installation and training will be provided as indicated in Exhibit A. Additional services are available at the listed daily rate under item 4 of the Notes section of Exhibit B. 2.0 TASKS AND DELIVERABLES-OVERVIEW & CORE ASSUMPTIONS CORE will: 2.0.1 Conduct a project design meeting at a location determined by the City for the purpose of reviewing existing functionality, determining business rules, interface methodologies and data mapping of the systems listed below: • IFAS Host -Query G/L, update and end of day Batch • IFAS NR -Query NR, update and end of day Batch • Northstar 6.4 Utilities -Query, post and end of day Batch • EnerGov -Real time query and end of day Batch • PUBS interface -(Real time query and update via Stored Procedure) • Symphony-End of day Batch • Civic Rec -End of day Batch • ACH File Creation for eCheck (Business Cente~ -Wells Fargo/1 st Data • ICL File Creation (iCashiering) -Wells Fargo/1 Data • Managed Payment Gateway • OneStep Historical Data Access A. Integration specifications will be required for each interface. Additional professional services will be required for CORE to reverse-engineer any existing interface. 2.0.2 As a result of the project design meeting an initial Project Specification design document will be prepared and delivered to Customer within twenty (20) business days from the conclusion of the on-site design meeting. 2.0.3 As a result of the feedback to the initial project specification a Final Project Specification will be prepared for the formal acceptance of the parties. Once accepted the Final Project Specification will be incorporated herein as the controlling functional document for all system acceptance testing by Customer. 2.0.4 Configure, customize, test, install and train the iPayment system, its components, modules and enhancements, in accordance with the project schedule contained within the Final Project Specification. 2.0.5 Provide corrections for all deficiencies determined during system acceptance testing to conform to the Final Project Specification within ten (10) business days of notification of said deficiency by Customer to City Attorney Approved Version 6/12/18 12 October 30, 2018 Item #3 Page 43 of 44 CORE in an agreed to form. This is not intended to imply that all corrections will take ten (10) business days to correct. 2.0.6 Provide administrative and User documentation. 2.2 City of Carlsbad will: 2.2.1 Provide facilities and appropriate personnel for the on-site design meeting. 2.2.2 Provide integration specifications for each integration point. 2.2.3 Provide written response to the Initial Project Specification and all subsequent versions within fifteen (15) business days from receipt. 2.2.4 Provide written acceptance of the Final Project Specification. 2.2.5 Customer will facilitate supervised access to the test instances of customer host systems. 2.2.6 Provide access to the appropriate personnel as required by CORE during configuration, development, installation and training. 2.2.7 Schedule and conduct system acceptance testing according to the Final Project Specification. Deficiencies identified during acceptance testing that are within the Final Project Specification will be addressed as stated in section 2.0.5. Deficiencies identified during acceptance testing that are not within the Final Project Specification will result in a modification request, which will state details of the modification and any resulting costs, if required. Costs will be according to the listed daily rate as indicated in Exhibit A. 2.2.8 Report all deficiencies as determined during system testing and provide at a minimum of ten (10) business days for correction by CORE. This is not intended to imply that all corrections will take ten (10) business days to correct. CORE is responsible for all items identified as assigned and documented in the Final Project Specification. 3.0 PROJECT MANAGEMENT 3.1 Each party agrees to appoint a principal point of contact, identified in the Project Specification as "Project Managers", to whom all communications between the parties with respect to development of the project shall be directed. 3.2 Change Management Process will be controlled through Modification Request Forms (MRF). 3.3 Resource allocation and scheduling will commence once the SOW is signed. Once the Design meeting has taken place, a specification document will be created as stated in section 2.1.2 and a timeline will be created for items listed in section 4.0 below. 4.0 PROJECT SCHEDULE & KEY DELIVERABLES 4.1 Award Contract or issue PO 4.2 On-Site Design Meeting at _______ _ 4.3 Delivery of Initial Project Specification 4.4 Revision and Approval of Final Project Specification 4.5 System Development and Setup at CORE 4.6 Quality Assurance Testing at CORE 4.7 Final System Installation and Training at _____ _ 4.8 Final Testing 4.9 Go Live City Attorney Approved Version 6/12/18 13 October 30, 2018 Item #3 Page 44 of 44 Client#· 750568 ISAMINCW ACORD," CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/ODIYYYY) 06/05/2018 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 15 WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~f~l!'cT Charlotte Carignan USI Insurance Services LLC W8NJao Ext): 401 558 3104 I rffc,No): 610 537 4819 475 Kilvert Street, Building B :~~~ss: charlotte.carignan@si.com Suite 205 INSURER($) AFFORDING COVERAGE NAIC# Warwick, RI 02886 INSURER A : National Fire Insurance Co. of Hartford 20478 INSURED INSURER B : Continental Casualty Company 20443 ISAM, Inc, Wonderware, Inc INSURER C : Argonaut Insurance Company 19801 dba Core Business Technologies, UCI INSURER D : Beacon Mutual Insurance Company 24017 2224 Pawtucket Ave East Providence, RI 02914 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR 1&~Mg~i 11&~Mg~i LIMITS LTR INSR WVD POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY C5095789699 10/23/2017 10/23/201E EACH OCCURRENCE $1,000,000 ~ D CLAIMS-MADE [!] OCCUR DAMA~E WERENTED $1.000 000 PREM! ES Ea occurrence> MED EXP (Any one person) ~ $15,000 PERSONAL & ADV INJURY $1,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 H •PRO-•LOG $2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: $ A AUTOMOBILE LIABILITY C5095789704 10/23/2017 10/23/201S COMBINED SINGLE LIMIT $1,000,000 (Ea accident) -X ANYAUTO BODILY INJURY (Per person) $ --OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ --X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident) -c- $ B _X UMBRELLA LIAB ~ OCCUR C5095789685 10/23/2017 10/23/201S EACH OCCURRENCE $5 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5 000 000 / DED I XI RETENTION $10000 $ C WORKERS COMPENSATION WC928198269394 10/23/2017 101231201a X l~~fTIJTF I l~JH-AND EMPLOYERS" LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE[y] E.L. EACH ACCIDENT $1000000 OFFICER/MEMBER EXCLUDED? y N/A (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 A E&O C5095789699 10/23/2017 10/23/201E 5,000,000/5,000,000 / DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) ** Workers Comp Information ** Beacon Mutual Insurance Company--25170-Eff Date: 10/23/2017 Exp Date: 10/23/2018 WC Each Accident Limit: $1,000,000 WC Policy Limit: $1,000,000 (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: IT Department ACCORDANCE WITH THE POLICY PROVISIONS. 1635 faraday Carlsbad, CA 92011 AUTHORIZED REPRESENTATIVE I ~~v © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S23225356/M21770578 CXCCB DESCRIPTIONS (Continued from Page 1) WC Each Employee Limit: $1,000,000 The City of Carlbad, its officials, employees and volunteers are additional insured with respect to liability arising out of activities performed by or on behalf of the Named Insured (General Liability only). GL & Auto Liability Additional Insured on a Primary non contributory basis if required by written contract, to the extent insured is held legally liable, and for owned autos only. SAGITTA 25.3 (2016/03) 2 of 2 #S23225356/M21770578 t'age 1 ot U It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision. and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured -Primary And Non-Contributory To Additional lnsured's Insurance 3. Bodily Injury -Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury -Exception for Reasonable Force 8. In Rem Actlons 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability -Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising Injury-Discrimination or Humiliation 16. Personal And Advertising Injury -Limited Contractual Liability 17. Property Damage -Elevators 18. Supplementary Payments 19. Property Damage -Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation -Blanket 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or http://forrnnet-ci.cna.com/glhtm/scn 12494.htm 6/5/2018 CNA74872XX 0115 Page 2 of 13 (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest In a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising Injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily Injury, property damage or personal and advertlsf ng Injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising Injury as granter of a franchise to the Named Insured. D. Lessor. of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising Injury caused, in whole or in part, by the Named lnsured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily Injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily Injury or property damage, or the offense giving rise to such personal and advertising Injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named lnsured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. http://formnet-ci.cna.com/glhtm/scn 12494.htm 6/5/2018 \..,l"4tt/"t0/.!.AA VI I.) Page 3 of 13 H. State or Governmental Agency or Subdivision or Political Subdivisions -Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising Injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named lnsured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products.completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named lnsured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named lnsured's acts or omissions: or b. the acts or omissions of those acting on the Named lnsured's behalf, in the performance of the Named lnsured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily Injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container. http://formnet-ci.cna.com/glhtm/scn 12494.htm 6/5/2018 CNA74872:XX 0115 Page 4 of 13 e. any failure to make any inspections, adjustments, tests or servicing that such person or organization 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; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization 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: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization/ Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily Injury, property damage or personal and advertising Injury for which such additional insured is liable because of the Named lnsured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily Injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, http://fonnnet-ci.cna.com/glhtm/scn 12494.htm 6/5/2018 """'""',-u/.:..~~ Vl JJ Page 5 of 13 and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY -EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person. including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured. or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named lnsured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named lnsured's reasonable belief that the bodily Injury or property damage is not covered under this Coverage Part However, the Named Insured shall give written notice of such occurrence. offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to . whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or http://fonnnet-ci.cna.com/glhtm/scn 12494.htm 6/5/2018 CNA74872XX 0115 Page 6 of 13 B. having the right, pursuant to a written trust agreement. to protect, control the use of, encumber or transfer or sell property held by a trust 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising Injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse. where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named lnsured's business. 7. EXPECTED OR INTENDED INJURY -EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A -Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEAL TH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A -Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named lnsured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A -Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: http://formnet-ci.cna.com/glhtm/scnl2494.htm 6/5/2018 CNA74872XX 0115 Page 7 of 13 This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the lnsured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color. age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest. criminal or malicious act. error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named lnsured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic: f. Dentist: g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any seivices rendered in connection with human clinical trials or product testing. http://formnet-ci.cna.com/glhtm/scn 12494.htm 6/5/2018 CNA74872XX 0115 Page 8 of 13 II. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named lnsured's employees are Insureds with respect to: (1) bodily Injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named lnsured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named lnsured's business; when such bodily injury arises out of a health care Incident. • the Named lnsured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named lnsured's business: and (2) bodily Injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named lnsured's business: when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excesslnsurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES/ PARTNERSHIP/ LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named lnsured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and http://formnet-ci.cna.com/glhtm/scn 12494.htm 6/5/2018 U~A l"fl'S I LAA U 11:, Page 9 of 13 c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY -DAMAGE TO PREMISES A. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies lo Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(il), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named lnsured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C -Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: tatatarataiaiaratatataiatata; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C -Medical Payments is amended to replace Paragraph 1.a.(l)(b) with the following: http://formnet-ci.cna.com/glhtm/scn 12494.htm 6/5/2018 CNA74872XX 0115 Page 10 of 13 (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising Injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B -Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination http://formnet-ci.cna.com/glhtm/scn 12494.htm 6/5/2018 LNA/4~/LXX Ul l:> Page 11 of 13 discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY -LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B -Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named lnsured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS-COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as http://formnet-ci.cna.com/glhtm/scn 12494.htm 6/5/2018 CNA74872XX 0115 Page 12 of 13 amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. 0. This PERSONAL AND ADVERTISING INJURY • LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B -Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE-ELEVATORS A. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE -ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance Is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS-COVERAGES A AND Bis amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE -PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE • PATTERNS MOLDS AND DIES coverage, and this limit: A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named lnsured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION · BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named lnsured's ongoing operations; or 2. your work included in the products*completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily Injury, property damage or personal and advertising injury giving rise to the claim. http://formnet-ci.cna.com/glhtm/scn 12494.htm 6/5/2018 Ll'lfJ-\/'-tOU.AA UI IJ Page 13 of 13 All other terms and conditions of the Policy remain unchanged This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. http:i'/formnet-ci.cna.com/glhtm/scn 12494.htm 6/5/2018