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Hidden Dip LLC dba Matador Paella; 2019-06-20;
1.0 PARTIES AGREEMENT BETWEEN THE CITY OF CARLSBAD AND HIDDEN DIP LLC OBA MATADOR PAELLA REGARDING FOOD SERVICES AT TGIF CONCERTS IN THE PARKS THIS AGREEMENT {"AGREEMENT"), dated ~Y\c 2,,o¼ 1.,Q (<f {"Effective Date") is made and entered into between the City of Carlsbad, a California Municipal Corporation, hereinafter referred to as the "CITY" and Hidden Dip LLC OBA Matador Paella hereinafter referred to as the "VENDOR." 2.0 RECITALS WHEREAS, the CITY is the presenter of TGIF Concerts in the Parks, a series of nine concert events, and holds fee title to portions of real property on which the concerts are performed; and WHEREAS, the CITY provides TGIF Concerts in the Parks, a special event series, and all related activities and services to MORE THAN 30,000 patrons annually; and WHEREAS, the site of TGIF Concerts in the Parks includes approximately 1,000 square feet of space {the "Premises") located adjacent to patrons attending the events and the CITY exercises control over the same Premises designed to be utilized for purposes compatible with, and supportive of, the mission of special events offered for the enjoyment of the public; and WHEREAS, subject to certain terms and conditions, the CITY desires to allow the use of the Premises by VENDOR for the sale of food items and beverages; NOW, THEREFORE, for good and valuable consideration, the CITY and VENDOR enter into this Agreement for use of the Premises subject to the following terms and conditions. 3.0 TERMS 3.1 Authorization for Use. Subject to the terms and conditions set forth below, CITY authorizes VENDOR non-exclusive use of the Premises during hours of operation, as defined in Section 3.3 below. A site plan of the Premises is shown in Exhibit "A" attached hereto and hereby incorporated by this reference. 3.2. Term. The term of this AGREEMENT shall be for the duration of the TGIF Concerts in the Parks 2019 season, commencing on June 21, 2019 and ending on August 16, 2019. The parties may renew this AGREEMENT by mutual consent and in writing for two (2) additional TGIF Concerts in the Parks concert seasons, as those dates may be defined (i.e. 2020 season and 2021 season), by giving written notice of such renewal to the other party no sooner than one hundred eighty (180) days following the end date of the current AGREEMENT, requesting an additional season term period. 3.3 Hours of Operation. The CITY shall allow the VENDOR use of the Premises for a period of six (6) hours, from 3:00 p.m. until 9:00 p.m., on the dates of 2019 TGIF Concerts in the Parks events. These dates are the nine (9) consecutive Fridays from June 21, 2019 through August 16, 2019. The Page 1 of 14 4.0 AGREEMENT CONSIDERATION 4.1 Consideration Subject to the Provisions of Section 11.0. VENDOR shall pay the CITY a flat fee of $85 per concert for each of the nine concerts comprising the 2019 TGIF Concerts in the Parks season, amounting to a total of $765. Payment shall be in one installment, receivable and in accordance with the following payment schedule: Payment in full will be due on Friday, June 14 by 5 p.m. by check, either mailed or hand delivered to: Library & Cultural Arts Administration 1775 Dove Lane Carlsbad, CA 92011 City reserves the right to not renew or enter into future contracts with vendors who do not adhere to the above annual payment schedule. 5.0 OBLIGATIONS 5.1 Obligations of the CITY 5.1.1 The CITY shall maintain the Premises, including grounds, parking lots and access ways to the VENDOR's site of operation. 5.1.2 The CITY shall provide access to the onsite trash receptacles and recycle receptacles. The CITY shall provide removal service of trash and recycle materials. 5.2 Obligations of the VENDOR 5.2.1 The VENDOR shall provide mobile food services to the general public as submitted in its proposal of food and beverage menu and prices for the 2019 TGIF Concerts in the Parks. A copy of Vendor's proposal is attached hereto as Exhibit Band incorporated herein. 5.2.2 VENDOR agrees to maintain the hours as set forth in Section 3.3. that best serve the community at TGIF Concerts in the Parks events during the period of use of the Premises set forth in this AGREEMENT. 5.2.3 VENDOR shall provide CITY with a copy of the Articles of Incorporation if vendor is a corporation, or any other document deemed by CITY to be valid proof the signatory(s) of the AGREEMENT have the legal authority to contractually bind VENDOR. 6.0 COMPLIANCE 6.1 VENDOR shall comply with all federal, state, county and local laws, statues, ordinances, rules, and regulations and the orders and decrees of any courts or administrative bodies in any manner affecting performances of activities conducted on the Premises. VENDOR shall display in a prominent location of his/her food truck or booth all required permits and licenses. 7.0 ASSIGNMENT OF CONTRACT/NON-POSSESSORY INTEREST 7.1 Assignment of Agreement. VENDOR shall not assign this AGREEMENT Page 2 of 14 or any part thereof without the prior written consent of the CITY. 7.2 Non-Possessory Interest. VENDOR shall have no permanent or possessory interest in the Premises based upon this AGREEMENT or any activities that VENDOR may conduct on the Premises. 8.0 ASSUMPTION OF RISKS 8.1 VENDOR assumes all loss or damage to VENDOR's property within the Premises, except damage or loss through the sole negligence or intentional misconduct of the CITY. The CITY shall not be liable to VENDOR, or those claiming through the CITY, for injury, death, or property damage occurring at the Premises and arising out of the conduct of VENDOR. 9.0 INDEMNIFICATION 9.1 VENDOR agrees to indemnify, defend, and hold the CITY and CITY's elected officials, officers, employees and agents harmless from and against any and all claims, demands, causes of action, losses, damages, and costs, including all costs of arising out of, or in any manner connected directly or indirectly with any actions or omissions or operations of VENDOR or the VENDOR's agents, employees, contractors, officials, officers, patrons, invitees or representatives on the Premises. With respect to the indemnity and hold harmless provisions of this section, VENDOR shall, upon demand and at its own expense, defend the CITY and its officials, officers, employees and agents, with legal counsel acceptable to the CITY, from and against any and all claims, demands, causes of action, losses, damages, and costs. 10.0 INSURANCE 10.1 VENDOR shall obtain, and during the term of this AGREEMENT shall maintain policies of general liability and property damage insurance (for structure and contents) from an insurance company authorized to do business in the State of California, in an amount not less than two million dollars ($2,000,000), for each occurrence in a form satisfactory to the CITY's Risk Manager. The insurance policy shall provide that the policies shall not be cancelled, terminated, or allowed to expire without thirty (30) day prior written notice to the CITY from the insurance company. VENDOR shall provide certificate of insurance and additional insured endorsement for insurance required pursuant to this section to the satisfaction of the CITY no later than the Effective Date of this AGREEMENT. The CITY shall be named as additionally insured by endorsement on these policies and provided proof of insurance by way of a certificate of insurance with additional insurance endorsement. 10.2 VENDOR shall procure a policy of Worker's Compensation Insurance as required by Labor Code of the State of California, if VENDOR has employees. 11.0 TERMINATION 11.1 If VENDOR is in default in the performance of this AGREEMENT or materially breaches any of its provisions, the CITY at its sole option may terminate this AGREEMENT by giving written notice to VENDOR. On receipt of said notice, VENDOR shall cease immediately all sale operations taking place on the Premises under the Terms of this AGREEMENT. Page 3 of 14 11.2 If the CITY defaults in the performance of the AGREEMENT, or materially breaches any of its provisions, VENDOR at its sole option may terminate this AGREEMENT by giving written notice to the City of Carlsbad. 11.3 Either party may terminate this AGREEMENT, for convenience, without cause, upon sixty (60) days prior written notice to the other party. 12.0 ENTIRE AGREEMENT 12.1 This writing constitutes the entire AGREEMENT between the parties relating to the terms and conditions hereunder. No modification of this AGREEMENT shall be effective unless and until such modification is evidenced by writing signed by all parties. 13.0 GOVERNING LAW; VENUE 13.1 The existence, validity, construction, operation and effect of this AGREEMENT shall be determined in accordance with laws of the State of California. Venue shall be established in the County of San Diego in the event of a dispute between parties. 14.0 NOTICES 14.1 Notices and requests to CITY or VENDOR shall be delivered at the following address served upon CITY or VENDOR or any person hereafter authorized to either in writing and may be delivered personally or by U.S. Postal Service or other delivery services. CITY: CITY Contact: VENDOR: VENDOR Contact: City of Carlsbad 1775 Dove Lane Carlsbad CA 92011 Megan E. Gilby Community Arts Coordinator Phone: 760-602-2081 Email: megan.gilby@carlsbadca.gov Hidden Dip LLC dba Matador Paella Matt Marcacci Bryan Taylor 9932 Mesa Rim Road, Suite A San Diego, CA 92121 matt@madorpaella.com / bryan@matadorpaella.com 619-564-7537 Page 4 of 14 15.0 AUTHORITY The individual on his/her own behalf or the representative for each party signing on behalf of a corporation, partnership, joint venture or governmental entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other party or parties hereto harmless if it is later determined that such authority does not exist. 5 {z7{1c/ity: ',I'-7 / I 'i & ~ 6-19"/9 Vendor's Signature Date Name printed: Matt Marcacci / Bryan Taylor Address: 9932 Mesa Rim Road, Suite A San Diego, CA 92121 Email: matt@madorpaella.com / bryan@matadorpaella.com Phone: (w): 619-564-7537 Fax: N/ A Cell: Approved as to Form: CELIA A. BREWER, City Attorney By:_~~~~- Assistant City Attorney Library & Cultural Arts Director Signature Date < ~HEATHER PIZZUTO City of Carlsbad, 1200 Carlsbad Village Dr. Carlsbad CA 92008 Email: heather.pizzuto@carlsbadca.gov Phone (w) 760-602-2011 Fax: 760-602-7941 Cell: N/ A ATTEST: BARBARA ENGLESON City Clerk Page 5 of 14 EXHIBIT A Food Vendor locations as determined by City for all TGIF Concerts in the Parks 2019 events. Maps subject to change. Stagecoach Community Park June 21, 28 & July 5, 2019 LEGEND: WA51£ IIA~ACCIJ!:NT CARS CAR I,() I, 2 le J -::~:~~~ -POIITN.ffi -SW/E -SJ'Of1M DRAl>/S [D roa,>£'ClORS r.J l"R>EJIDS OF 711£ ARTS tJ IIEROWIDISE 0 rAJ111.r /POI sn.oos (!] CI.EClll10TY (!] f/RST NO. NO le Sl'Ct.f11TY [!] S(»ID ENCIHE£R [I) l1lf£ SPU:CH ZCH: (I] arr IIOOIH TGIF CONCERTS IN THE PARKS STAGECOACH PARK 2019 CAMINO Page 6 of 14 EXHIBIT A (cont.) Poinsettia Park July 12 & 19, 2019 LEGEND: WAS!!" IIA~A(;Cll£NT CARS CARS I, 2 • J - A -J 111A5H DIM'SWIS B -1 REC'IIU WWS1ERS -POIITAU:TS • sr.a: -ST!ll<M DIIA»-'S [!) rooo ',{NC)()RS [ZJ ~~AR1S 0 FAJ,1'1 Y OP£H S1WIOS (D fJ.CCTROTY [I] f'IIISTAIJ,M'O•S£CU11TY [!) SOLWOCNQNt.fJI II) OCFIBRtLA ~ SH£D (!] F'RfI SPflO< ZON. (I] arr BOOIH Page 7 of 14 EXHIBIT A (cont.) Calavera Hills Community Park July 26 & Aug. 2, 2019 LEGEND: .rt ~it 11.IJl-'OEll£.II T CARS CARS I, 2 ct J -;:J:~~~~ -PORT•Lf1'S • sr•ec -STORM OPP, [!] <CXX) lf>,1l<RS ~ 0 ffftEVJS Of 11-£ ,'RTS '<( ( J <,w.,_y OPt.!i ST..OOS ~ llf!IOl~\'OISE I!] El fC T'P101Y (!] Fll?ST •IO. INFO ct SECtli!TY ll) SW.0 E.'iGl>oil!I [I] FR!£ SPE.C11 zo,.._ [I] CITY 8001n TGIF CONCERTS IN THE PARKS CALAVERA HILLS PARK 2019 Page 8 of 14 EXHIBIT A (cont.) Alga Norte Community Parle Aug. 9 & 16, 2019 LEGEND: WASTE MANAGO/ENT CARS CAR NO 1, 2, de J -A -J TRASH DUMPSTERS 8 -2 RECYCU.' DUMPSTERS -PORTALETS -STAGE -STORM ORAIIYS (I] FOOD VE:NDORS [TI FRl~~JrAN;~ARTS Q] FAMILY OPEN STUDIOS II) ELECTRICITY [3) FIRST AID, INFO de SECURITY (I] SOUND ENGINEER [ZJ FREE SPEECH ZONE (ID CJTY BOOTH DOC PARK CLOSES AT J PM ~\ o,~s"(;, ~ TGIF CONCERTS IN THE PARKS ALGA NORTE PARK 2019 Page 9 of 14 EXHIBIT B Proposal No. RFP 19-20-Food Vendor Services 1ADOR PAELLA • Summary o Matador Paella has been in operation since May 2018 with 100+ events o Large Scale Events Executed: • • • • • Weddings-3 weddings of 75+ guests, 2 weddings of 150+ guests Wineries-6 hosted dinners and wine club events Breweries-37 brewery events in total Private Parties-18 private parties catered Deliveries-Average of 3 per week on EX Cater and Grub Hub • Farmers Markets-Weekly events at Oceanside Sunset and North Park Farmers Markets • Street Fairs/ Festivals-21 music, holiday, art, wine or beer events executed to date • Large Scale events scheduled for early 2019-Kaaboo Music Festival, Gator by the Bay, San Diego Bayfest, December Nights o Environmental Practices • Seasonal Vegan and Vegetarian dishes served • Sustainable and bio-degradable dinnerware utilized • Composting of unused food items • Vendor Information o Hidden Dip LLC. dba Matador Paella o Specializing in Spanish Paella, Ta pas and Desserts o Business Address-3685 Alexia Place, San Diego, Ca. 92116 o Commissary Kitchen-Shared Kitchen Rental, 9932 Mesa Rim Rd, Suite A, San Diego, Ca, 92121 o Website-www.matadorpaella.com o Facebook/ lnstagram/ Twitter-@Matador Paella o Providing Food Service since May 2018 o Owners-Matt Marcacci (matt@matadorpaella.com) / Bryan Taylor (bryan@matadorpaella.com) Page 10 of 14 • Specifications and Menu o See attached • Client References o North Park Mainstreet Association-David Gamboa (619-922-3665) o Ocean Beach Mainstreet Association-Claudia (619-224-4906) o Brian's Farmers Markets-Vincent (619-356-8789) Page 11 of 14 Matador Paella Menu-RFP 19-20 PAELLA Matador Paellas are made with authentic Bomba Rice, Saffron and Extra Virgin Olive Oil imported from Spain. Created with Matador's signature sofrito base and served with delicious roasted garlic and lemon aioli to add depth, richness and spice. Diego Paella -$11 Boneless Chicken, Spanish Chorizo, Shrimp, Squash, Mushrooms, Sweet Corn and Peas. Vegan Paella -$9 Soy Based Chorizo, Mushrooms, Sun Dried Tomatoes, Artichokes, Asparagus, Zucchini, Sweet Corn, Snap Peas. SALAD All salads include rolls, butter and our house made dressings. Matador Salad -$4 Romaine Hearts, Mixed Greens, Cherry Tomatoes, Cucumber, Kalamata Olives, Red Onion, Candied Almonds, Feta Cheese Crumbles and Champagne Vinaigrette. TAPAS All tapas are bite size and served chilled or room temperature. Perfect for passed appetizers before the main course! Garlic Shrimp Summer Gazpacho -$5 Bright and refreshing tomato-based soup loaded with fresh vegetables. Topped with garlic shrimp, cucumber and fresh herbs. San Felipe Ceviche -$6 Shrimp and scallops flavored in citrus, chiles, avocado, cucumber and tomatoes topped with won ton crumbles Mexican Street Corn -$4 Charred, summer, sweet corn mixed with a blend of mayonnaise, green onion, jalepefio, cilantro, crumbled cotija cheese, chili powder and lime. Served "off the cob". DESSERT Donna's Chocolate Almond Toffee -$5 Chocolate-Covered, Almond Butter Crunch Toffee with a coating of Ground Almonds. SANGRIA Non-Alcoholic Watermelon Sangria -$6 Crisp and refreshing fruit punch with a splash of fresh watermelon juice and ginger beer. Infused with cinnamon, rosemary and other spices. Page 12 of 14 EXHIBITC TGIF FOOD VENDOR SCOPE OF WORK CITY shall provide food service access restricted to five (5) or less selected food vendors at nine (9) TGIF Concerts in the Parks 2019 for the purpose of providing concertgoers with onsite commercial food services; dates of services are presented in Exhibit D, TGIF Concerts in the Parks Schedule. • Matador Paella , VENDOR shall conduct commercial food service business at all nine (9) TGIF Concerts in the Parks at each concert's specific locations, with dates from June 21 through August 16, 2019 as presented in Exhibit D. • VENDOR shall use the site specifically designated for VENDOR at each concert location. • Food service will consist of a menu of Spanish Paella, Tapas and Desserts , menu and price as negotiated with the CITY and presented in Exhibit E. • VENDOR will arrive on-site by 3:15 p.m. on each event date. VENDOR may commence sales at 4 p.m., and must begin sales by 5 p.m. and must conclude all operations by 8 p.m. VENDOR shall vacate concert premises by 9 p.m. • If VENDOR is conducting service from vehicle (i.e. food truck), VENDOR must be on site and placed by event staff by 3:00 p.m. • VENDOR shall operate the commercial food service business from a self-contained truck, trailer, cart or mobile booth provided by the VENDOR. VENDOR is responsible for all food service staffing needs to support sales and distribution. • VENDOR is responsible for all operational costs, including, but not limited to, inventory costs, sale/delivery of products, labor, paper products, cleaning supplies, permits and additional miscellaneous expenses. • VENDOR shall have self-sufficient means of power and water adequate to any on-site food preparation requirements. VENDOR shall not dispose of any grease, oil or other materials related to food service on any city property. • VENDOR shall maintain and conduct all requirements with regard to taxes, licenses, insurance and fees applicable for food service operations in the City of Carlsbad. • VENDOR shall obtain and display all health permits and certifications applicable to food service operations as required by the San Diego County Department of Environmental Health. VENDOR shall adhere to all additional regulations regarding mobile food service operations required by the San Diego County Department of Environmental Health. • CITY shall provide VENDOR with trash and recycling receptacles and services during each TGIF event. • CITY shall provide VENDOR on-site parking permit for one (1) vehicle per VENDOR for transportation of equipment. Parking permits are for business purposes only and cannot be transferred to non-vendor staff. Page 13 of 14 EXHIBITD TGIF CONCERTS IN THE PARKS SCHEDULE 2019 STAGECOACH COMMUNITY PARK 3420 Camino de los Caches, Carlsbad CA 92009 June 21 June 28 July 5 POINSETTIA COMMUNITY PARK 6600 Hidden Valley Road, Carlsbad CA 92011 July 12 July 19 CALAVERA HILLS COMMUNITY PARK 2997 Glasgow Drive, Carlsbad CA 92010 July 26 August 2 ALGA NORTE COMMUNITY PARK 6565 Alicante Road, Carlsbad CA 92009 August 9 August 16 Page 14 of 14 ACORD• CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) I... ---06/12/2019 THIS CERTIFICATE IS ISSUED AS A MA TIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jon Carbauah NAME: Ives Insurance Services, Inc. rtgN!ITn <'•tl (619)224-5337 I rt~ Nol: (619)223-4716 2850 Womble Road, Suite 103 E-MAIL ionl@ivesins.com San Diego, CA 92106 ADDRESS: INSURER/SI AFFORDING COVERAGE NAIC# License#: 0G13604 I ihi:>rtv IUl11t11<1I Inc• tr:inr.i:> 7.40R2 INSURER A: INSURED INSURER B: Maofre Hidden Dip LLC DBA Matador Paella INSURERC: Emnlovers 3685 Alexia Place INSURER D: San Diego, CA 92116 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· 00000000-62759 REVISION NUMBER· 8 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 SHOVvN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL LTR TYPE OF INSURANCE '"••n SUBR [,.n,n POLICY NUMBER l~~)clg~l '~~TJg~, LIMITS A 1 COMMERCIAL GENERAL LIABILITY BKS58982756 07/31/2018 07/31/2019 EACH OCCURRENCE $ 1 000.000 f--D CLAIMS-MADE [x] OCCUR ~~~~~iJ9E~~~~nce' $ 1 000.000 f--MED EXP (Any one person) $ 15 000 PERSONAL & ADV INJURY $ 1000000 f-- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2 000 000 ~ □PRO-□LOG 2 000 000 POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER $ B AUTOMOBILE LIABILITY 8004010005265 11/16/2018 f--11/16/2019 i~~~~~;~llNGLE LIMIT $ 100 000 ANY AUTO BODILY INJURY (Per person) $ f--OVVNED -SCHEDULED AUTOS ONLY _x AUTOS BODILY INJURY (Per accident) $ f--HIRED NON-OWNED fp~~~~-R.:i;,~,~AMAGE $ f--AUTOS ONLY -AUTOS ONLY $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ f-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I RETENTION $ $ C WORKERS COMPENSATION EIG2721158-00 10/18/2018 10/18/2019 x 1 ~~rT, ,T" 1 I 2JH-1,000,000 AND EMPLOYERS" LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE [y] E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under 1000000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Inland Marine BKS58982756 07/31/2018 07/31/2019 10,000 DESCRIPTION OF OPERA TIO NS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarics Schedule, may be attached rf more space is required) Certificate Holder is included as additional insured, as their interest may appear, with regard to work performed by named insured, as required by written contract per blanket endorsement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad, Attn: Library & Culture Arts Department ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Avenue Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE ~,,,,,;1 __ -,,. I r, /J --CJJCI © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by JJC on June 12, 2019 at 1238PM POLICY NUMBER: BKS58982756 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 = = = - THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART iiii; SUBJECT -~ !!!!!!!!!!!!!!! NON-OWNED AIRCRAFT =-- 1!!!!!!!!!!!!!! -NON-OWNED WATERCRAFT ~ PROPERTY DAMAGE LIABILITY -ELEVATORS ~ ~ 0 =--g ==== .....,,,,._ EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 0 ~ N 0 MEDICAL PAYMENTS EXTENSION EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT PRIMARY AND NON-CONTRIBUTORY-ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT LIBERALIZATION CLAUSE BODILY INJURY REDEFINED EXTENDED PROPERTY DAMAGE WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2 2 2 2 3 3 3 5 6 6 7 7 7 7 7 8 8 Page 1 of 8 0 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV -Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: 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 an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1 ), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section Ill -Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 0 E. b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill -Limits Of Insurance. 2. Paragraph 6. under Section Ill -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU {Tenant's Property Damage) -Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I -Coverage C -Medical Payments, Subparagraph {b) of Paragraph a. is replaced by the following: {b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 0 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: However: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV -Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 0 ~ N 0 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A -Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 0 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section Ill -Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker'' as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 0 ~ N 0 K. L. advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV -Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV -Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: ' Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II -Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. 0. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 0 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. 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. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV -Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8