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Nakoa Physical Fitness and Therapy LLC; 2019-11-06;
AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR PHYSICAL FITNESS AND THERAPY SERVICES NAKOA PHYSICAL FITNESS AND THERAPY, LLC This Amendment No. 1 is entered into and effective as of the LI-h day of Novem b e / , 20ö, extending and amending the agreement dated November 6, 2019 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Nakoa Physical Fitness and Therapy, ("Contractor") (collectively, the "Parties") for wellness and injury prevention services. RECITALS A. The Parties desire to alter the Agreement's scope of work to expand and enhance the wellness and injury prevention pilot program; and B. The Parties desire to extend the Agreement for a period of one year; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in 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 fifty-two thousand dollars ($52,000.00). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" as a lump sum not-to-exceed fifty-two thousand dollars ($52,000.00). 3. Contractor will complete all work described in Exhibit "A" by November 6, 2021. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. // // // City Attorney Approved Version 1/30/13 CARLSBAD, a municipal n of the State of California By: 1, r Scott dwick CIT eigO City Manager CONTRACTOR (sign here) 1/1 NattOn OkNiflOr (print name/title) B BY: Depu ssistant City Attorney 6. 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. ATTEST: By: 411 (11AZ-RA/101/PV +Pr 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, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 2 (sign here) EXHIBIT "A" SCOPE OF SERVICES AND FEE Nakoa Physical and Therapy, LLC (Nakoa) will expand and enhance the wellness and injury prevention pilot program for the Carlsbad Fire Department. Pilot Program Scope Baseline Comprehensive Assessment The baseline comprehensive assessment provides a detailed blueprint of the body to develop a customized wellness and injury prevention program specific to the needs of each participant. Biometric Screen (15 minutes) • The biometric screen is done with an inBody machine which is an advanced medical tool designed to scan an entire body and identify valuable information including fat mass, skeletal muscle mass, body fat percentage, visceral fat level and basal metabolic rate. The information can also help assess health risks for cardiovascular disease and heart attack, assist in nutrition guidelines, gauge progress and provide real time feedback. Functional Movement Screen (30 minutes) • The functional movement screen analyzes fundamental movement patterns that form the foundation for everything from daily movements to exercise to high-level performance. A series of tests help determine if a movement pattern is optimal, acceptable, or restricted. This in turn helps create an effective and efficient program that is tailored to the specific needs of every participant. This program is aimed at creating optimal movement patterns thereby improving quality of movement and reducing a risk for injury. Physical Therapy Injury Screen (30 minutes) • A Doctor of Physical Therapy will conduct a physical therapy injury screen which is a deeper level evaluation providing a comprehensive risk assessment by examining common high risk injured areas as well as participant specific pain or concerns. Educational Coaching Series The educational coaching series blends essential information regarding functional movement and injury prevention with practical application, feedback and coaching. The program is designed to reinforce key concepts and movements multiple times to create successful long-term habits. The program addresses all seven of the primal movement patterns (squat, hinge, push, pull, lunge, rotation, and gait) that are the foundation for all human movement at all complexity levels. It addresses dysfunction at the source and works to create a strong base which supports fundamental growth. The program educates and empowers participants to move correctly, recognize individual risks and apply preventative actions to help avoid major injuries, surgeries, etc. City Attorney Approved Version 1/30/13 3 The series includes one hour sessions in small groups of 4-6 people, spread over approximately 4 weeks. Content includes: 1. Breakdown of Functional Movement Screen, understanding of personal results, forecasting plan of action, injury prevention and training program design 2. Injury prevention and preventative programming for back 3. Movement education for the hinge pattern 4. Injury prevention and preventative programming for shoulder 5. Movement education for the pull pattern 6. Movement education for the squat pattern 7. Final progress evaluation Nutrition Education The workshop provides education, tools and resources for long term healthy nutrition. Proper nutrition and body nourishment is a lifelong necessity. The guidelines and tools benefit all participants by helping improve biometric markers. The workshop is 90 minutes for groups of 15 to 25 participants. Account Management A dedicated account manager will oversee all aspects of the program. A team of coaches and physical therapists will develop a tailor-made program to fit a diversity of needs and provide a supportive network of coaching, encouragement, and accountability. Nakoa Group Classes Participants may attend unlimited group classes offered at Nakoa Performance in Carlsbad, CA. Pilot Program Fee Agreement compensation shall not exceed $52,000 per agreement year. Payment will be made in full following amendment execution. ITEM NO. DESCRIPTION QUANITY PRICE 1 Baseline Comprehensive Assessment 80 participants $8,000 2 Educational Coaching Series 80 participants $40,000 3 Nutrition Education 6 workshops $0 4 Account Management $4,000 5 Nakoa Group Classes $0 TOTAL $52,000 , City Attorney Approved Version 1130/13 4 - y ACORE)0 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 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 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 R & R Insurance Services, Inc N14 W23900 Stone Ridge Drive Waukesha WI 53188 CONTACT Client Care 2 NAME: E PHONo, Ext) (262)574-7000 'No)' (262)574-7080 (262) 574-7080 N: (A/C, 21,AXE„, clientcare@rrins . com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Philadelphia Insurance Co 18058 INSURED Nakoa Fitness & Physical Therapy LLC 5850 El Camino Real Suite 100 Carlsbad CA 92008 INSURER B : AmTrust 15954 INSURER C : INSURER D : INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER:20/21 Master 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 LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X PHPK2088598 3/15/2020 3/15/2021 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) 100,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JEPRO- CT PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OP AGG $ 3,000,000 $ A _ X _ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS - , ... - SCHEDULED AUTOS NON-OWNED AUTOS PHPK2088598 3/15/2020 3/15/2021 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS-MADE PHUB708985 3/15/2020 3/15/2021 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED X RETENTION $ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) ((yes, describe under DESCRIPTION OF OPERATIONS below Y / N y N/A QWC1103623 3/15/2020 3/15/2021 X PER OTH- STATUTE ER EL. EACH ACCIDENT $ 1,000,000 EL. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A A Professional Liability Sexual Abuse & Molestation PHPK2088598 PHPK2088598 3/15/2020 3/15/2020 3/15/2021 3/15/2021 Limit $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS (VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) - City of Carlsbad Fire Department is listed as additional insured in regards to general liability per form CG2026 04/13. CERTIFICATE HOLDER CANCELLATION 'jennif er . marinov@carlsbadca.g City of Carlsbad Fire Department 2560 Orion Way Carlsbad, CA 92010 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Trisha Schmitt/TS631 © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401) POLICY CHANGE DOCUMENT POLICY NO.: PHPK2088598 Philadelphia Indemnity Insurance Company14402 R & R INSURANCE SERVICES INC NAMED INSURED Nakoa Fitness & Physical Therapy LL MAILING ADDRESS 5850 El Camino Real Ste 100 Carlsbad, CA 92008-8816 POLICY PERIOD: FROM 03/15/2020 TO 03/15/2021 at 12:01 A.M. Standard Time at your mailing address shown above. CHANGE EFFECTIVE 09/28/2020 CHANGE # 3 REVISION # 3 DESCRIPTION In consideration of the premium reflected, the policy is amended as indicated below: Added: Additional Insured City of Carlsbad Fire Department Form CG2026 - Additional Insured Designated Person or Organization Per attached schedule Path ID 14124606 Total Annual Total Prorate Additional/Return Premium $ 0.00 Additional/Return Premium $ 0.00 NO CHANGE NO CHANGE COUNTERSIGNED BY (Date) (Authorized Representative) 10/13/2020 Issue Date Insurance Policy Page 1 of 1 Philadelphia Indemnity Insurance Company Additional Insured Schedule Policy Number: PHPK2088598 Additional Insured H.G. Fenton Company Property Company, and H.G. Fenton Company 7577 Mission Valley Rd San Diego, CA 92108-4432 CA - Loc #ALL - ADDL INS PRIMARY & NON-CONTRIBUTORY INS RE: Landlord Additional Insured City of Santee, Its City Council and each member thereof, its officers, employees, and agents 10601 Magnolia Ave Santee, CA 92071-1222 CA2048 - Commercial Automobile Additional Insured City of Carlsbad Fire Department 2560 Orion Way Carlsbad, CA 92010-7240 CG2026 - General Liability RE: Training program with Fire Department Page 1 of 1 POLICY NUMBER. PHPK2088598 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Carlsbad Fire Department Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 PI-AS-009 (04/04) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words you and "your refer to the Named Insured shown in the Declarations. The words "we," "us" and "our" refer to the Company providing this insurance. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE The following is a summary of the Limits of Insurance and additional coverage provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. A. Supplementary Payments — Bail bonds increased to $2,500/Loss of earnings increased to $500 each day: B. Tenant's Legal Liability.— for Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers — Limit increased to $300,000; C. Broadened Definition of Who Is An Insured: D. Amended Duties In the Event Of Occurrence, Claim Or Suit: E. Broadened definition of Advertising Injury — includes Televised Or Videotaped Publication; F. Amended definition of Bodily Injury to include Mental Anguish,' G. Broadened definition of Personal injury — includes Abuse Of Process/Discrimination: H. Amended Unintentional Failure To Disclose Hazards; I. Amended Liberalization Clause J. Added Employee Indemnification Defense Coverage — We will pay up to $25,000 in defense costs for an "employee" in a criminal proceeding (subject to established criteria); K. "Property Damage' - Removed exclusion for 'Property damage" resulting from the use of reasonable force to protect persons or property, L. Added blanket Additional Insured — Funding Source; M. Added blanket Additional Insured — Managers or Lessors of Premises, AL Non-owned Watercraft— coverage length is increased to 58 ft Page 1 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc., used with its permission. PI-AS-009 (04/04) A. Supplementary Payments In the Supplementary Payments — Coverages A. and B. provision The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. B. Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire' is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems' where it appears in: 1 The Limits of Insurance section of the Declarations as the Fire Damage Limit. That limit: a. Is changed subject to all the terms of Limit of Insurance (Section III) to the greater of: (1) $300,000 or (2) The amount shown in the Declarations as the Fire Damage Limit b. Subject to a. above is the most we will pay to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. 2. The last paragraph of Coverage A, (Section I) after the Exclusions; 3. Paragraph 6. of Limits of Insurance (Section III): 4. Paragraph b.(1)(b) of the Other Insurance Condition (Section IV)and 5. Paragraph a. of the definition of "insured contract." C. Who is An Insured Who Is An Insured (Section II) is changed as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, paragraph 3.a. is changed to read: a. - Coverage under this provision is afforded until the end of the policy period. 0, Duties In The Event Of Occurrence, Claim Or Suit 1, The requirement in Condition 2.a. (Conditions, Section IV) that you must see to it that we are notified as soon as practicable of an 'occurrence" or an offense, applies only when the 'occurrence" or offense is known to. (a) You, if you are an individual, (b) A partner, if you are a partnership; or (c) An executive officer or insurance manager, if you are a corporation. Page 2 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office. Inc , used with its permission PI-AS-009 (04/04) The requirement in Condition 2.b. that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit is known to: (a) You, if you are an individual, (b). A partner, if you are a partnership, or (c) An executive officer or insurance manager, if you are a corporation. E. Advertising Injury — Televised Or Videotaped Publication The definition of "Personal and Advertising Injury" items 14, d., e., f. and g is changed to read; "Personal and Advertising Injury" means injury arising out of one or more of the following offenses: d. Oral, written, televised or videotaped publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, e. Oral, written, televised or videotaped publication of material that violates a person's right of privacy; f. Misappropriation of advertising ideas or style of doing business; or g. Infringement of copyright, title or slogan. 2. Exclusions b. and c. of Coverage B., Personal And Advertising Injury Liability, are changed to read, (2) Arising out of oral, written, televised or videotaped publication of material, if done by or at the direction of the insured with knowledge of its falsity; (3) Arising out of oral, written, televised or videotaped publication of material whose first publication took place before the beginning of the policy period. F. Bodily Injury — Mental Anguish The definition of "bodily injury" is changed to read: "Bodily injury": a Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. G. Personal Injury — Abuse Of Process/Discrimination If Personal and Advertising Injury Liability Coverage (Coverage B.) is not otherwise excluded from this Coverage Part: The definition of "Personal and Advertising Injury" is changed by Page 3 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc., used with its permission. PI-AS-009 (04/04) Revising Item b. of that definition to read: Malicious prosecution or abuse of process. Adding the following: "Personal Injury" also means discrimination based on race, color, religion, sex, age or national origin, except when: (1) Done intentionally by or at the direction of, or with the knowledge or consent of: (a) Anyinsured; or (b) Any executive officer, director, stockholder, partner or member of the insured or (2) Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; or (3) Directly or indirectly related to the sale, rental, lease or sub-lease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or (4) Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The insurance afforded by G.1.b. above does not apply to fines or penalties imposed because of discrimination Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning.of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state_ Employee indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: 3. We will pay on your behalf defense 'costs incurred by an "employee" in a criminal proceeding However, you must have a prior written agreement with such "employee" whereby you agree to indemnify the "employee" for such defense costs and the agreement includes a provision for repayment of defense costs in the event of an adverse judgment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the number of employees, claims or "suits" brought or persons or organizations making claims or bringing "suits." Page 4 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the insurance Services Office, Inc., used with its permission PI-AS-009 (04/04) K. Extended "Property Damage" SECTION I — COVERAGES, COVERAGE A, 2. Exclusions a. is deleted and replaced by the following: 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 L. Additional Insured — Funding Source Under SECTION II — WHO IS AN INSURED the following is added: Any person or organization with respect to their liability arising out of: a Their financial control of you, or b. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization, M. Additional Insured — Managers or Lessors of Premises Under SECTION ll WHO IS AN INSURED the following is added: , Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased to you subject to the following additional exclusions; This insurance does not apply to: a. Any "occurrence" which taKes place after you cease to be a tenant in that premises. Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. N. Non-owned Watercraft SECTION I — COVERAGES, 2. Exclusions, paragraph g. (2) is amended to read as follows: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent, Page 5 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc., used with its permission, AGREEMENT FOR PHYSICAL FITNESS AND THERAPY SERVICES NAKOA PHYSICAL FITNESS AND THERAPY THIS AGREEMENT is made and entered into as of the (o~ day of ,)Ja\)-g._,\N\~ 20 19: , by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and NAKOA Fitness & Physical Therapy, a physical therapy provider ("Contractor"). RECITALS A. City requires the professional services of a wellness program that is experienced in physical fitness and therapy. B. Contractor has the necessary experience in providing professional services and advice related to physical fitness and therapy. 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 "A", 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 one year from the date first above written. The Agreement may be amended to extend it for three additional one-year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty-thousand dollars ($30,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-thousand dollars ($30,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 6/12/18 6. ST A TUS 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. 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 attorneys 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. 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 City Attorney Approved Version 6/12/18 2 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. 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). $2,000,000 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 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. City Attorney Approved Version 6/12/18 3 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 City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested In City and Contractor relinquishes all claims to the copyrights in favor of City. 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 Kevin Lynds Title Fire Captain Department Fire City of Carlsbad Address 2560 Orion Way Carlsbad, CA 92010 Phone No. 760-931-2400 ext 3240 For Contractor Name Bianca Waiton Title Contract Administrator Address 5850 El Camino Real Carlsbad, CA 92008 Phone No. 760-804-1700 Email Bianca.Waiton@nakoafit.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. City Attorney Approved Version 6/12/18 4 YesD No fil 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. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 6/12/18 5 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 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 It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 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. City Attorney Approved Version 6/12/18 6 CONTRACTOR By: 1A]A /\~ -~;v ~ (sign here) 0\Cl\f\Ut V\}~\~dL (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ~eChief // ATTEST: [AJ.<;l,~~ BARBARA ENGLESON City Clerk 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 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. BREWER, City Attorney BY: t!AJ~ Assistant City Attorney City Attorney Approved Version 6/12/18 7 EXHIBIT "A" SCOPE OF SERVICES Carlsbad Fire 2019 Introductory Wellness Program • NAKOAWell App & Online portal: individual engagement, accountability & tracking tool, content and information portal, personalized account manager • Onsite wellness education workshops: 1. Baseline Analysis: Initial Functional Movement Screens/Body Composition Screening, Fire-Specific Performance Testing 2. Fundamental Movement Pattern Re-Education 3. Common Injury Prevention 4. Nutrition Foundation & Fundamental • Onsite/Ride-along Movement Analysis • Onsite Injury Screenings • Unlimited NAKOA Group Class Access (Nov 2019. -Feb 2020) • Cost: $30,000, Paid in full as start of program, NET15 City Attorney Approved Version 6/12/18 9 NAKO A F itness a n d Ph [dsical T h e r apld CARLSBAD FIRE WELLNESS PROGRAM PROPOSAL Description Price Onsite wellness education workshops: 1. Baseline Analysis: Initial Functional Movement Screens/Body Composition Screening, Fire-Specific Performance Testing Fundamental Movement Pattern Re-Education Common Injury Prevention Nutrition Foundation & Fundamental ,.......................................................................................................................................................................................... : . : = = ;;:::;:;~;:~~:~~:~;~::':~~·:~:': : : ~ : : : ;,:;;::~ r :;;::~~:= j 2. 3. 4. :····........................ i Discount i -$12,"'v' ,· Unlimited NAKOA Group Class Access (Nov. 2019 -Feb. 2020) Comped $0 i •····························· ························································································································ ........................................................... ; ........................................•.......................................... ' ' Total $30,000 , ............................. ················•·····•··· ·········································································"······· ......................................................................................... 1 ................................................. 1 NAKOA ,itness and Physical Therapy 5850 11 Camino Real. Suite 100 I Carlsbad. CA 9?008 I 760. 80LJ.. 1700 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 10/8/2019 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 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 Client Care NAME: R&R Insurance Services Inc ;l)gNio ExtL(~6 2) 57 4 -7 0 0 0 I FAX -----(A/C, No): (262) 574-7080 -------- 1581 E Racine Avenue ~t1DA~bs: clientcare@r_rins.com ------------- PO Box 1610 INSUl"l.~R(S) AFFORDING COVERAGE I NAIC# ---· Waukesha WI 53187-1610 INSURER _A :Phi ladelphi_ci IIl_§urance Co ----------------------------------- INSURED INSURER 8 :AmTrus t I ·--------------------+---------- Nakoa Fitness & Physical Therapy LLC INSURER C: I ------l-5850 El Camino Real Suite 100 INSURER D: -----·------------- INSURER E: -----f------ Carlsbad CA 92008 INSURER F: COVERAGES CERTIFICATE NUMBER:CL1931589030 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. l~J~C ----~-PE OF INSURANCE -------------- I X , COMMERCIAL GENERAL LIABILITY A I -I CLAIMS-MADE i X ! OCCUR r--I _, -- ~_j ' I GEN'L AGGREGATE LIMIT APPLIES PER -x i POLICY =-~ mg: ,-x' LOC OTHER ! AUTOMOBILE LIABILITY ' I ANY AUTO A I -ALL OWNED b AUTOS 1 _x i HIRED AUTOS , -SCHEDULED ____ ; AUTOS X I NON-OWNED ---i AUTOS ! X ! UMBRELLA LIAB X OCCUR r·--1 -- A l-i EXCESSUAB , CLAIMS-MADE I DEDTx ~ RETENTIONS 10,000 I WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y / N : ANY PROPRIETOR/PARTNER/EXECUTIVE --· : ,y i ! I II OFFICER/MEMBER EXCLUDED? _l'<J N / A B (Mandatory in NH) , If yes, describe under i , DESCRIPTION OF OPERATIONS below I A Professional Liability i POLICY NUMBER PHPK1955953 #PI-AS-009 i PHPK1955953 I PHUB668323 TWC3791761 i PHPK1955953 I 3/15/2019 3/15/2019 I 13/15/2019 3/15/2019 I 3/15/2020 3/15/2020 i EACH OCCURRENCE I $ 1, 0 0 0, 0 0 0 , DAMAGE TO RENTED --------10-0, 00 O 1 PREMISES(Ea occurrenctl_ S __ I MED EXP (Any one _ _person) __ ~'_S _____ s __ , 00~ PERSOr-J_A_L_& A_D_yl~JURY ! S 1, _0_O(J_, 000 : GENER_flLAGGR_EGATE S 3,000,000 IPRODUCTS-COMP/OPAGG S 3,000,000 Professional L1ab~1ty ---+-S---1, (){)Q_,_0_0_0_ ~~~~~~~t)SIN_GLE__L~ I$_ 1,000,000 ' BODILY INJURY (Per pers~ -··----- I BODILY INJURY (Per accident) i $ '1 PROPERT'(DAMAGE 1 $ 1 _(.F'er acc1den!L__ --·-fs _ I I EACH OCCURRENCE ! S 1, 0 0 0, 0 0 0 I AGGREGATE --I ---- 3/15/2020 ! ---t: 1,000,0_00 __ ! ~~~TUTE I I ~~H I ~,------ E L EACH ACCIDENT i $ 1, 0 0 0, 0 0 0 3/15/2020 , I I E.L DISEASE -EA EMPL __ O_Y_E-+7_$ ___ 1_, 00()_, 000 EL.DISEASE-POLICY LIMIT,$ 1,000,000 3/15/2019 1 3/15/2020 $1.000,000 Occurrance ' S3,000,000 Aggregate DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad, Fire Department is listed as additional insured in regards to general liability per form above when required by written contract. CERTIFICATE HOLDER City of Carlsbad, Fire 2560 Orion Way Carlsbad, ACORD 25 (2014/01) INS02512014011 CA 92010 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Julie Liebelt/TL653 ~ ~ ""-~..,? =~ © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ✓ ./ ✓ ADDITIONAL COVERAGES Ref# I Description I Coverage Code Form No. I Edition Date Sexual Abuse & Molestation Limit 1 I Limit 2 I Limit 3 I Deductible Amount I Deductible Type Premium 1,000,000 1,000,000 Ref# I Description I Coverage Code Form No. I Edition Date Premium discount POIS Limit 1 I Limit 2 I Limit 3 I Deductible Amount I Deductible Type Premium -$213.00 Ref# I Description I Coverage Code Form No. I Edition Date Experience Mod Factor 1 EXP01 Limit 1 I Limit 2 I Limit 3 I Deductible Amount I Deductible Type Premium -$4,794.00 Ref# I Description I Coverage Code Form No. I Edition Date Expense constant EXCNT Limit 1 I Limit 2 I Limit 3 I Deductible Amount I Deductible Type Premium $100 00 Ref# I Description I Coverage Code Form No. I Edition Date DTEC DTEC Limit 1 I Limit 2 I Limit 3 I Deductible Amount I Deductible Type Premium $55.00 Ref# I Description I Coverage Code Form No. I Edition Date CA OCC Safety & Health Fund COASH Limit 1 I Limit 2 I Limit 3 I Deductible Amount I Deductible Type Premium $569 00 Ref# I Description I Coverage Code Form No. I Edition Date Limit 1 I Limit 2 I Limit 3 I Deductible Amount I Deductible Type Premium Ref# I Description I Coverage Code Form No. I Edition Date Limit 1 I Limit 2 I Limit 3 I Deductible Amount I Deductible Type Premium Ref# I Description I Coverage Code Form No. I Edition Date Limit 1 I Limit 2 I Limit 3 I Deductible Amount I Deductible Type Premium Ref# I Description I Coverage Code Form No. I Edition Date Limit 1 I Limit 2 I Limit 3 I Deductible Amount I Deductible Type Premium Ref# I Description I Coverage Code Form No. I Edition Date Limit 1 I Limit 2 I Limit 3 I Deductible Amount I Deductible Type Premium OFADTLCV Copyright 2001, AMS Services, Inc. PI-AS-009 (04/04) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we," "us" and "our" refer to the Company providing this insurance. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE The following is a summary of the Limits of Insurance and additional coverage provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. A. Supplementary Payments -Bail bonds increased to $2,500/Loss of earnings increased to $500 each day; B. Tenant's Legal Liability -for Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers -Limit increased to $300,000; C. Broadened Definition of Who Is An Insured; D. Amended Duties In the Event Of Occurrence, Claim Or Suit. E. Broadened definition of Advertising Injury-includes Televised Or Videotaped Publication; F. Amended definition of Bodily Injury to include Mental Anguish, G. Broadened definition of Personal Injury -includes Abuse Of Process/Discrimination, H. Amended Unintentional Failure To Disclose Hazards, I. Amended Liberalization Clause J. Added Employee Indemnification Defense Coverage -We will pay up to $25,000 in defense costs for an "employee" in a criminal proceeding (subject to established criteria); K. "Prope,ty Damage' -Removed exclusion for 'Property damage" resulting from the use of reasonable force to protect persons or property, L. Added blanket Additional Insured -Funding Source; M. Added blanket Additional Insured -Managers or Lessors of Premises, N. Non-owned Watercraft -coverage length is increased to 58 ft. Page 1 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc , used with its permission. PI-AS-009 (04/04) A. Supplementary Payments In the Supplementary Payments -Coverages A and B. provision: The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. 8. Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: 1. The Limits of Insurance section of the Declarations as the Fire Damage Limit. That limit: a. Is changed subject to all the terms of Limit of Insurance (Section Ill) to the greater of: (1) $300,000; or (2) The amount shown in the Declarations as the Fire Damage Limit b. Subject to a. above is the most we will pay to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. 2. The last paragraph of Coverage A. (Section I) after the Exclusions; 3. Paragraph 6. of Limits of Insurance (Section Ill); 4. Paragraph b (1 )(b) of the Other Insurance Condition (Section IV); and 5. Paragraph a. of the definition of "insured contract." C. Who Is An Insured Who Is An Insured (Section 11) is changed as follows: If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, paragraph 3.a. is changed to read a Coverage under this provision is afforded until the end of the policy period. D. Duties In The Event Of Occurrence, Claim Or Suit 1. The requirement in Condition 2.a. (Conditions, Section IV) that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the ·occurrence" or offense is known to: (a) You, if you are an individual; (b) A partner. if you are a partnership; or (c) An executive officer or insurance manager, if you are a corporation Page2of5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office. Inc. used with its permission. PI-AS-009 (04/04) 2. The requirement in Condition 2.b. that you must see to it that we receive notice of a claim or ·'suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: (a) You, if you are an individual; (b) A partner, if you are a partnership; or (c) An executive officer or insurance manager, if you are a corporation. E. Advertising Injury-Televised Or Videotaped Publication '1. n1e definition of "Personal and Advertising Injury" items i4. d, e., f. and g. is changed to read "Personal and Advertising Injury" means inJury arising out of one or more of the following offenses: d. Oral, written, televised or videotaped publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, televised or videotaped publication of material that violates a person's right of privacy; f. Misappropriation of advertising ideas or style of doing business; or g Infringement of copyright, title or slogan. 2. 2. Exclusions b. and c. of Coverage B., Personal And Advertising Injury Liability, are changed to read: b. (2) Arising out of oral, written, televised or videotaped publication of material, if done by or at the dir·ection of the insured with knowledge of its falsity; c. (3) Arising out of oral, written, televised or videotaped publication of material whose first publication took place before the beginning of the policy period. F. Bodily Injury -Mental Anguish The definition of "bodily inJury" is changed to read: "Bodily injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. G. Personal Injury -Abuse Of Process/Discrimination If Personal and Advertising Injury Liability Coverage (Coverage B ) is not otherwise excluded from this Coverage Part: i. The definition of "Personal and Advertising Injury" is changed by: Page 3 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc , used with its permission. PI-AS-009 (04/04) a. Revising Item b. of that definition to read: Malicious prosecution or abuse of process: b. Adding the following "Personal Injury" also means discrimination based on race, color, religion, sex, age or national origin, except when ( 1) Done intentionally by or at the direction of, or with the knowledge or consent of: (a) Any insured; or (b) Any executive officer, director, stockholder, partner or member of the insured; or (2) Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; or (3) Directly or indirectly related to the sale, rental, lease or sub-lease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or (4) Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The insumnce afforded by G.1. b. above does not apply to fines or penalties imposed because of discrimination. H. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. I. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. J. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS -COVERAGES A AND B the following is added: 3. We will pay on your behalf defense costs incurred by an "employee" in a criminal proceeding However, you must have a prior written agreement with such "employee" whereby you agree to indemnify the "employee" for such defense costs and the agreement includes a provision for repayment of defense costs in the event of an adverse judgment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the number of employees, claims or' suits" brought or persons or organizations making claims or bringing "suits." Page4of5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc., used with its permission PI-AS-009 (04/04) K. Extended "Property Damage" SECTION I -COVERAGES, COVERAGE A, 2. Exclusions a. is deleted and 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 L. Additional Insured -Funding Source Under SECTION II -WHO IS AN INSURED the following is added: Any person or organization with respect to their liability arising out of: a. Their financial control of you, or b. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. M. Additional Insured -Managers or Lessors of Premises Under SECTION II -WHO IS AN INSURED the following is added: Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased to you subject to the following additional exclusions: This insurance does not apply to a. Any "occurrence" which takes place after you cease to be a tenant in that premises. b. Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. N. Non-owned Watercraft SECTION I -COVERAGES, 2. Exclusions, paragraph g. (2) is amended to read as follows: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. Page 5 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc, used with its permission.