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Rising Tide Partners LLC; 2019-04-30;
AGREEMENT FOR NEWSLETTER-AS-A-SERVICE AND WEBSITE CONTENT DEVELOPMENT SERVICES RISING TIDE PARTNERS, LLC THIS AGREEMENT is made and entered into as of the ~ day of ' , 20.!1_, by and between the CITY OF CARLSBAD, a municipal cor oration, ("City"), and RISING TIDE PARTNERS, LLC, a California Limited Liability Company, ("Contractor''). RECITALS City requires the professional services of a communications firm that is experienced in email newsletter outreach and website content development for the public sector. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of seven (7) months from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be nine thousand dollars ($ 9,000). No other compensation for the Services will be allowed. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to 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. City Attorney Approved Version 6/12/18 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Joseph Stewart Title Management Analyst Community & Economic Department Development City of Carlsbad Address 1635 Faraday Ave. Carlsbad, CA 92008 Phone No. 760-602-4620 For Contractor Name Neal Bloom Title Managing Partner Address 2683 Via de la Valle G #226 Del Mar, CA 92014 Phone No. 818-620-6764 Email neal@risingtidepartners.co Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes Iii No D 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. City Attorney Approved Version 6/12/18 2 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. II II II II II II II II II II 3 City Attorney Approved Version 6/12/18 15. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR By: (sign here) (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ~,J~'Lba~~ beieFountain, Community & Economic Development Director 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 City Attorney Approved Version 6/12/18 4 EXHIBIT "A" SCOPE OF SERVICES Task 1: Newsletter-as-a-Service Contractor will develop one (1) email newsletter every other month during a six (6) month period. Contractor will develop a total of three (3) newsletters during the contract period. Each newsletter will contain no less than four (4) articles about economic development related news, events, resources, etc. Within two (2) weeks of contract execution, Contractor's project staff will meet with City staff to overview the project management strategies for the course of the contract, as well as set up scheduling for check-in calls and meetings as needed. Contractor will manage, create, and distribute the Carlsbad Life in Action® email newsletter. Contractor will research existing newsletter output on Constant Contact, assets, and results. Contractor will create/update the newsletter template to be in line with current Life in Action® brand aesthetic to include updates to the graphics and visual design. Contractor will sync with relevant news contributors for content funnel. Content generation for each newsletter will be done in consultation with City staff. Contractor will also promote the newsletter on social channels and create shareable posts for partners. Contractor will manage and grow the subscription list. One (1) round of comments will be provided by City staff prior to finalizing each newsletter campaign. Deliverables: One (1) email newsletter, delivered every other month during a six (6) month period, for a total of three (3) newsletters. Services to include promotion on social channels and shareable posts for partners. Task 2: Original website content development Contractor will develop one (1) blog post per month during a six (6) month period to be featured on the www.carlsbadlifeinaction.com website. Topics for the blog post will be decided by City staff in coordination with Contractor. Contractor will interview local entrepreneurs, business owners and local leaders. Contractor will write profiles and gather relevant photos. Contractor will work with City staff to promote blog posts via newsletters and appropriate social channels. City staff will arrange introductions between Contractor and third parties should outside sources be needed to conduct interviews or generate content and images. Special attention will be paid to SEO optimization in order to elevate website ranking. One (1) round of comments will be provided by City staff prior to finalizing each blog post. Deliverables: One (1) blog post per month during a six (6) month period for a total of six (6) blog posts. Services include assistance in promoting content via newsletter and appropriate social channels. City Attorney Approved Version 6/12/18 5 FEE SCHEDULE Contractor will invoice the following items on a deliverable-based fee schedule. Upon completion of a task and acceptance by the City, Contractor will invoice the City. Monthly Fees: • Monthly blog posts: $875/month Monthly blog posts for website content will begin no later than one (1) month after contract execution. Contractor will invoice the City $875/month for a period of six (6) months for a total of $5,250 during contract term. Bimonthly (every other month) Fees: • Bimonthly (every other month) email newsletters: $1,250/newsletter Bimonthly email newsletters will begin no later than one (1) month after contract execution. Contractor will invoice the City $1,250 every other month for a period of six (6) months for a total of $3,750 during contract term. One (1) email newsletter, delivered every other month over the contract period, $3,750.00 for a total of three (3) newsletters. Services to include promotion on social channels and shareable osts for artners. $1,250 er newsletter One (1) blog post per month for six (6) months, Contractor will produce six (6) $5,250.00 blog posts. Services to include assistance in promoting content via newsletter and a ro riate social channels. $875 er blo ost TOT AL $9,000.00 City Attorney Approved Version 6/12/18 6 Client#· 516584 RISINTIDEP ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 4/02/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~f~!fcT Shelley Self Marsh & Mclennan Agency llC rtgN~o Extl: 858-750-4551 Ir~ Nol: 858-452-7530 Marsh & Mclennan Ins. Agency llC ~fDAJ~ss: Shelly.Self@marshmma.com PO Box 85638; CA Lie #OH18131 INSURER(S) AFFORDING COVERAGE NAIC# San Diego, CA 92186 INSURER A: ACE Property & Casualty Insurance Co 20699 INSURED INSURER B : Hartford Fire Insurance Company 19682 Rising Tide Partners llC INSURER c: Hanover Insurance Company 22292 2683 Via de la Valle G #226 Del Mar, CA 92014 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR ,&ShlgMVvi 1 ,&sMgrvv~~) LIMITS LTR INSR WVD POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY X X SERCAD944468793N 11/15/2018 11/15/2019 EACH OCCURRENCE $2 000 000 f--D CLAIMS-MADE [!] OCCUR ~~~A~~ WE RENTED Ml S Ea occurrence\ $1000000 MED EXP (Any one person) $5 000 f-- PERSONAL & ADV INJURY $1,000,000 f-- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 ~ □PRO-□LOG $2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: $ / A AUTOMOBILE LIABILITY X X SERCAD944468793N ~1/15/2018 11/15/2019 COMBINED SINGLE LIMIT $2,000,000 /Ea accident\ - ANY AUTO BODILY INJURY (Per person) $ -~ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ t----x X HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY r Per accident\ >->-$ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ t----EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ B WORKERS COMPENSATION 72WECAC3W07 ~ 1/15/2018 11/15/2019 X l~ifTIITF I I2JH-AND EMPLOYERS' LIABILITY y / N $1 000 000 ANY PROPRIETOR/PARTNER/EXECUTIVE[N] E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N NIA (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1 000 000 If yes, describe under E.L. DISEASE -POLICY LIMIT $1,000 000 DESCRIPTION OF OPERATIONS below C Professional lH3D770223 11/15/2018 11/15/201S Each Claim: $2,000,000 Liability Aggregate: $2,000,000 ✓ Deductible: $2 500 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Re: Professional Services. The City of Carlsbad, (or if applicable-the City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and Volunteers are included as additional insured on General Liability and Automobile Liability policies per the attached endorsements. General Liability policy is Primary and Non-Contributory per the attached endorsement. Waiver of Subrogation applies to General Liability and Automobile Liability policies per the attached endorsements. CERTIFICATE HOLDER CANCELLATION The City of Carlsbad, Economic SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Development Department ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Avenue Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I JJ~O_,J~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S4083699/M3967999 WXSQM \ BUSINESSOWNERS LIABILITY ENHANCEMENTS ENDORSEMENT Named Insured Endorsement Number RISING TIDE PARTNERS LLC BOP47635a0716 Policy Symbol ~olicy Number rolicy Period Effective Date of Endorsement $ER ERCAD944468793N 11-15-2018 to 11-15-2019 11-15-2018 Issued By (Name of Insurance Company) ~CE Propertv And Casualtv Insurance Comoanv THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM TABLE OF CONTENTS Suoolementarv Payments -Bail Bonds And Bonds To Aooeal Judqments -No Sublimit Medical Expenses -Three Years To Report Expenses Non-Owned Watercraft Under 55 Feet Non-Owned Aircraft Damaqe To Property-Exception For Equipment Loaned OrRented To Insured Who Is An Insured -Subsidiaries Or Newly Acquired Or Formed Ori::ianizations Who Is An Insured -Employees (lncludinq For CPR and First Aid) And Volunteer Workers !Additional Insured -Lessor Of Leased Equipment !Additional Insured -Manaqers Or Lessors Of Premises !Additional Insured -Vendors Additional Insured -Other Persons Or Orqanizations Pursuant To Contract Or Ai::ireement Damaqe To Premises Rented To You -$1,000,000 Per Location General Aqqreqate Limit With Combined Total Aqqreqate Limit Knowledqe/Notice Of Occurrence Bodily lniurv, lncludinq Resultinq Mental Anquish ~overaqe Territory, Limited Worldwide Personal lniurv, lncludinq Discrimination, Harassment And Sei::ireqation Unintentional Failure To Disclose Hazards K)ther Insurance, lncludin!=J Primary Provision Waiver Of Subroi::iation Required By Contract This endorsement modifies the coverages provided under the Businessowners Coverage Form. Page 2 2 2 2 2 3 3 4 4 5 6 7 8 9 9 10 10 10 10 12 Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as provided in this endorsement. The titles of the various paragraphs of this endorsement are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. A. SUPPLEMENTARY PAYMENTS -BAIL BONDS AND BONDS TO APPEAL JUDGMENTS -NO SUBLIMIT In Section II -Liability, Paragraph A. Coverages, 1. f. Coverage Extension -Supplementary Payments, subparagraphs (1)(b) and (c) are replaced by the following: (b) The cost of bail bonds, but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 1 of 11 (c) The cost of bonds to appeal judgments or release attachments, but only for amounts within the available limit of insurance. We do not have to furnish these bonds. B. MEDICAL EXPENSES -THREE YEARS TO REPORT EXPENSES In Section II -Liability, Paragraph A. Coverages, 2. Medical Expenses, subparagraph a.(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and C. NON-OWNED WATERCRAFT UNDER 55 FEET In Section II -Liability, Paragraph B. Exclusions, subparagraph (2) of Exclusion 1.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 55 feet long; and (b) Not being used to carry persons or property for a charge; D. NON-OWNED AIRCRAFT In Section II -Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.g. Aircraft, Auto or Watercraft in Section II -Liability: This exclusion does not apply to an aircraft you do not own provided: 1. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. It is rented with a trained, paid crew; and 3. It does not transport persons or cargo for a charge. E. DAMAGE TO PROPERTY -EXCEPTION FOR EQUIPMENT LOANED OR RENTED TO THE INSURED In Section II -Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.k. Damage To Property: Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. F. WHO IS AN INSURED -SUBSIDIARIES OR NEWLY ACQUIRED OR FORMED ORGANIZATIONS In Section II -Liability, Paragraph C. Who is an Insured is amended to include the following: If there is no other insurance available, each of the following is also a Named Insured: BOP-4 7635a (07 /16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 2 of 11 1. A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization; or 2. A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. G. WHO IS AN INSURED -EMPLOYEES (INCLUDING CPR AND FIRST AID) AND VOLUNTEER WORKERS In Section II -Liability, Paragraph C. Who is an Insured, Paragraph 2.a. is replaced by the following: 2. Each of the following is also an insured: a. Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no "employee" is an insured for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to any of your directors, managers, members, "executive officers" or partners (whether or not an "employee") or to any co-"employee" while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b) To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (a) above; or (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (a) or (b) above. With respect to "bodily injury" only, the limitations described in Paragraph 2.a.(1) above do not apply to you or to your directors, managers, members, "executive officers", partners or supervisors as insureds. The limitations also do not apply to your "employees" as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an "employee". (2) "Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, "executive officers" or partners (whether or not an "employee") or by any of your "employees". This limitation does not apply to "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner. b. Your "volunteer workers", but only while acting within the scope of their activities for you and at your direction. H. ADDITIONAL INSUREDS In Section II -Liability, Paragraph C. Who is an Insured, the following is added: 2. Each of the following is also an insured: BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 3 of 11 LESSOR OF LEASED EQUIPMENT e. Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. MANAGERS OR LESSORS OF PREMISES f. Any person or organization from whom you lease premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to be a tenant in such premises. (2) Structural alterations, new construction or demolition operations performed by or for such additional insureds. VENDORS g. Any person or organization who is a vendor of "your products", but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. However: (1) The insurance afforded to such vendor only applies to the extent permitted by law; and (2) If coverage provided to the vendor is required by a contract or agreement, the BOP-4 7635a (07 /16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 4 of 11 insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1) This insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraph (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such products. With respect to the insurance afforded to these vendors, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided by the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: (1) Required by the contract or agreement; or (3) Available under the applicable Limits Of Insurance shown in the Declarations; BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 5 of 11 whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. OTHER PERSONS OR ORGANIZATIONS PURSUANT TO CONTRACT OR AGREEMENT h. Any persons or organizations that you are required by a contract or agreement to provide with such insurance as is afforded by this policy. However, such a person or organization is an insured only: (1) To the extent such contract or agreement requires the additional insured to be afforded status as an insured; and (2) For activities that did not occur, in whole or in part, before the execution of the contract or agreement. No person or organization is an insured under this provision: (1) That is more specifically identified under any other provision of Paragraph C. Who Is An Insured (regardless of any limitation applicable thereto). (2) With respect to any assumption of liability in a contract or agreement. This limitation does not apply to the liability for damages the additional insured would have in the absence of the contract or agreement. However, the insurance afforded to such persons or organizations: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. The following is added at the end of Paragraph C. Who Is An 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. However, no person or organization is an insured with respect to the: a. Ownership, maintenance or use of any assets; or b. Conduct of any person or organization whose assets, business or organization; any Named Insured acquires, either directly or indirectly, for any: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense first committed; in whole or in part, before such acquisition is executed. With respect to the insurance afforded to the persons or organizations described in Paragraphs e., f.,. and h. above, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: The most we will pay on behalf of such person or organization is the amount of insurance: BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 6 of 11 (1) Required by the contract or agreement; or (2) Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. I. DAMAGE TO PREMISES RENTED TO YOU -$1,000,000 In Section II -Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, Paragraphs 3. and 4. are deleted and replaced with the following: 3. Subject to the Liability And Medical Expenses Limits Of Insurance, the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises while rented to you or while temporarily occupied by you with permission of the owner is $1,000,000. 4. Aggregate Limits The most we will pay for: a. All "bodily injury" and "property damage" that is included in the "products-completed operations hazard" is twice the Liability and Medical Expenses limit. b. All: (1) "Bodily injury" and "property damage" except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; (2) Plus medical expenses; (3) Plus all "personal and advertising injury" caused by offenses committed; is twice the Liability and Medical Expenses Limit. The Limits of Insurance of Section II -Liability apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. J. PER LOCATION GENERAL AGGREGATE LIMIT WITH COMBINED TOTAL AGGREGATE LIMIT In Section II -Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, the following is added: 1. Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the insured becomes legally obligated to pay for all "bodily injury" and "property damage" caused by "occurrences" under Paragraph A.1. Business Liability, and for all medical expenses caused by accidents under Paragraph A.2. Medical Expenses, which can be attributed only to a single "location": BOP-47635a (07 /16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 7 of 11 a. A separate Location General Aggregate Limit will apply to each "location", and that limit is equal to the Other than Products/Completed Operations Aggregate Limit shown in the Declarations. b. The separate Location General Aggregate Limit is the most we will pay for the sum of all damages for "bodily injury" or "property damage" under Paragraph A.1. Business Liability, except in connection with "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under Paragraph A.2. Medical Expenses, regardless of the number of: (1) Insureds; (2) Claims made or "suits" brought; or (3) Persons or organizations making claims or bringing "suits". c. Any payments made under Paragraph A.1. or under Paragraph A.2. Medical Expenses shall reduce the separate Location General Aggregate Limit for that "location". Such payments shall not reduce the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations nor shall they reduce the separate Location General Aggregate Limit for any other "location". d. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations, such limits will be subject to the applicable separate Location General Aggregate Limit. 2. Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the Insured becomes legally obligated to pay for all "bodily injury" or "property damage" caused by occurrences under Paragraph A.1. Business Liability and for all medical expenses caused by accidents under Paragraph A.2., which cannot be attributed only to operations at a single "location". a. Any payments made under Paragraph A.1. Business Liability for damages or under Paragraph A.2. for medical expenses shall reduce the amount available under the Other Than Products/Completed Operations Aggregate Limit or the Products/Completed Operations Aggregate Limit, whichever is applicable; and b. Such payments shall not reduce the separate Location General Aggregate Limit applicable to a single "location". 3. Subject to the separate Location General Aggregate Limit and all other applicable limits, the Combined Total Aggregate Limit shown in the Declarations is the most we will pay for the combined sum of amounts described above, regardless of the number of "locations". 4. Any payments we make for "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit regardless of the number of "locations", and not reduce the Other Than Products/Completed Operations Aggregate Limit nor the separate Location General Aggregate Limit applicable to a single "location." 5. As used in this endorsement, "location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. The provisions of Paragraph D. Liability and Medical Expenses Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. K. KNOWLEDGE/NOTICE OF OCCURRENCE In Section II -Liability, Paragraph E. Liability and Medical Expenses General Conditions, 2. Duties In the Event Of Occurrence, Offense, Claim or Suit is amended to include the following: BOP-4 7635a (07 /16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 8 of 11 e. Knowledge of an "occurrence" or offense by an agent or "employee" of the insured will not constitute knowledge by the insured, unless an "executive officer" (whether or not an "employee") of any insured or an "executive officer's" designee knows about such "occurrence" or offense. Failure of an agent or "employee" of the insured, other than an "executive officer'' (whether or not an "employee") of any insured or an "executive officer's" designee, to notify us of an "occurrence" or offense that such person knows about will not affect the insurance afforded to you. f. If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. L. BODILY INJURY, INCLUDING RESULTING MENTAL ANGUISH In Section II -Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 3. is deleted and replaced with the following: 3. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease; sustained by a person, including resulting death, humiliation, mental anguish, mental injury or shock at any time. All such loss shall be deemed to occur at the time of the physical injury, sickness or disease. M. COVERAGE TERRITORY, LIMITED WORLDWIDE In Section II -Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 4. is deleted and replaced by the following: 4. "Coverage territory" means all parts of the world. However, "coverage territory" does not include any: a. "Bodily injury" or "property damage" that takes place or any offense committed outside of the United States of America (including its possessions and territories), Canada and Puerto Rico, unless the insured's responsibility to pay damages is determined by a "suit" on the merits that is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico; or b. Injury or damage in connection with any "suit" brought outside the United States of America (including its possessions and territories), Canada and Puerto Rico. N. PERSONAL INJURY, INCLUDING DISCRIMINATION, HARASSMENT AND SEGREGATION In Section II -Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 14. is amended to include the following: h. Discrimination, harassment or segregation based on a person's age, color, national origin, race, religion or sex unless committed by or at the direction of any "executive officer'', director, stockholder, partner or member of the insured. BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 9 of 11 0. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS In Section 111-Common Policy Conditions, Paragraph C. Concealment, Misrepresentation or Fraud is amended to include the following additional paragraph: Unintentional failure of an "employee" of the insured to disclose a hazard or other material information will not violate this condition, unless an "executive officer" (whether or not an "employee") of any insured knows about such hazard or other material information. P. OTHER INSURANCE, INCLUDING PRIMARY PROVISION In Section 111-Common Policy Conditions, Paragraph H. Other Insurance, subparagraphs 2. and 3. are replaced by the following: H. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this insurance, our obligations are limited as follows: 1. Primary Insurance This insurance is primary except when Paragraph 2 below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph 3 below. 2. Excess Insurance a. This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b)That is insurance that applies to "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (c) If the loss arises out of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section 11.B. Exclusions, 1. Applicable to Business Liability Coverage; or (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured. b. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 10 of 11 (2) The total of all deductible and self-insured amounts under all that other insurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not brought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 3. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Q. WAIVER OF SUBROGATION REQUIRED BY CONTRACT In Section 111-Common Policy Conditions, Paragraph K. Transfer of Rights of Recovery Against Others To Us, subparagraph 2. is replaced by the following: 2. Applicable to Businessowners Liability Coverage: We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This paragraph does not apply to Medical Expenses Coverage. All other terms and conditions of the policy remain unchanged. BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 11 of 11 BUSINESSOWNERS BP14880713 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other Insurance of Section Ill -Common Policy Conditions and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. BP14880713 © Insurance Services Office, Inc., 2012 Page 1 of 1 12/4/2017 CALIFORNIA -HIRED AUTO AND NON-OWNED AUTO LIABILITY lJ BP 06 86 05 17 -CALIFORNIA -HIRED AUTO AND NON- OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Coverage Additional Premium A. Hired Auto Liability $ B. Non-owned Auto Liability $ Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Insurance is provided only for those coverages for which a specific premium charge is shown in the Declarations or in the Schedule. 1. Hired Auto Liability The insurance provided under Paragraph A.1. Business Liability in Section II -Liability applies to "bodily injury" or "property damage" arising out of the maintenance or use of a "hired auto" by you or your "employees" in the course of your business. 2. Non-owned Auto Liability The insurance provided under Paragraph A.1. Business Liability in Section II -Liability applies to "bodily injury" or "property damage" arising out of the use of any "non-owned auto" in your business by any person. B. For insurance provided by this endorsement only: 1. The exclusions under Paragraph B.1. Applicable To Business Liability Coverage in Section II -Liability, other than Exclusions a., b., d., f. and i. and the Nuclear Energy Liability Exclusion, are deleted and replaced by the following: a. "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of injury. This exclusion does not apply to: (1) Liability assumed by the insured under an "insured contract"; or (2) "Bodily injury" arising out of and in the course of domestic employment by the insured unless benefits for such injury are in whole or in part either payable or required to be provided under any workers' compensation law. b. "Property damage" to: (1) Property owned or being transported by, or rented or loaned to the insured; or (2) Property in the care, custody or control of the insured. 2. Paragraph C. Who Is An Insured in Section II -Liability is replaced by the following: 1. Each of the following is an insured under this endorsement to the extent set forth below: a. You; b. Any other person using a "hired auto" with your permission; c. For a "non-owned auto": (1) Any partner or "executive officer" of yours; or (2) Any "employee" of yours; but only while such "non-owned auto" is being used in your business; and d. Any other person or organization, but only for their liability because of acts or omissions of an insured under a., b. or c. above. 2. None of the following is an insured: a. Any person engaged in the business of his or her employer for "bodily injury" to any co-"employee" of such person injured in the course of employment, or to the spouse, child, parent, brother or sister of that co- "employee" as a consequence of such "bodily injury", or for any obligation to share damages with or repay someone else who must pay damages because of the injury; b. Any partner or "executive officer" for any "auto" owned by such partner or officer or a member of his or her household; c. Any person while employed in or otherwise engaged in duties in connection with an "auto business", other than an "auto business" you operate; d. The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner of a "non-owned auto" or any agent or "employee" of any such owner or lessee; or e. Any person or organization for the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. C. For the purposes of this endorsement only, Paragraph H. Other Insurance in Section Ill -Common Policy Conditions is replaced by the following: This insurance is excess over any primary insurance covering the "hired auto" or "non-owned auto". D. The following additional definitions apply: 1. "Auto business" means the business or occupation of selling, repairing, servicing, storing or parking "autos". 2. "Hired auto" means any "auto" you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent or borrow from any of your "employees", your partners or your "executive officers" or members of their households. 3. "Non-owned auto" means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes "autos" owned by your "employees", your partners or your "executive officers", or members of their households, but only while used in your business or your personal affairs. https://www5.iso.com/clm/app/toc.do?docNode=FO _ 85&selectedPublication=BP-CA-S I M-12/01/2017 &selected Publisher= ISO&dispName=FO _ BP068... 2/2