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Rising Tide Partners LLC; 2019-12-18;
City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR NEWSLETTER-AS-A-SERVICE AND WEBSITE CONTENT DEVELOPMENT SERVICES RISING TIDE PARTNERS, LLC This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 20___, extending and amending the agreement dated December 18, 2019 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and RISING TIDE PARTNERS, LLC, (“Contractor") (collectively, the “Parties”) for website content development services. RECITALS A. The Parties desire to alter the Agreement’s scope of work to provide original website content development; and B. The Parties desire to extend the Agreement for a period of one (1) 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 thirty thousand dollars ($30,000). 2. City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed fifteen thousand dollars ($15,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit “A” by December 18, 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. /// /// /// DocuSign Envelope ID: 7F0FB6CC-A16D-41DB-9B6A-2607AA402210 20September 15th City Attorney Approved Version 1/30/13 2 5 The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. RISING TIDE PARTNERS, LLC, a California Limited Liability Company CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) DAVID GRAHAM Chief Innovation Officer Neal Bloom, Owner, Rising Tide Partners (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 7F0FB6CC-A16D-41DB-9B6A-2607AA402210 City Attorney Approved Version 1/30/13 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE Task: Original website content development and promotion Contractor will develop blog posts as needed 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: Website content on an as-needed basis over the contract period. Services include assistance in promoting content via newsletter and appropriate social channels. 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. Original website content development: $1,000/blog post Contractor will invoice the City $1,000 per blog post on an as-needed basis over the course of the contract term. Cost includes project management time including daily communications via email, virtual communication and bi weekly calls. DocuSign Envelope ID: 7F0FB6CC-A16D-41DB-9B6A-2607AA402210 INSR ADDL SUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE ACE Property & Casualty Insurance Co Hartford Fire Insurance Company Hanover Insurance Company 12/03/2019 Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC PO Box 85638; CA Lic #0H18131 San Diego, CA 92186 Denise Meza 858-225-4582 858-452-7530 Denise.meza@marshmma.com Rising Tide Partners LLC 2683 Via de la Valle G #226 Del Mar, CA 92014 AGREEMENT FOR NEWSLETTER-AS-A-SERVICE AND WEBSITE CONTENT DEVELOPMENT SERVICES RISING TIDE PARTNERS, LLC OTHIS AG~EEMENT is made and entered into as of the / )?th day of / VJ' o vY7.fo&1.c: , 20 1 q, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and RISING TIDE PARTNERS, LLC a California Limited Liability Company, ("Contractor"). RECITALS A. City requires the professional services of a communications firm that is experienced in email newsletter outreach and website content development for the public sector. ----8. Contractor has the necessary experience in providing professional services and advice related to drafting economic development newsletters and original website content. 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 ( 1) year from the date first above written. The Community & Economic Development Director may amend the Agreement to extend it for one ( 1) additional one ( 1) 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 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 fifteen thousand dollars ($15,000). 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 fifteen thousand dollars ($15,000) 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". City Attorney Approved Version 6/12/18 Incremental payments, if applicable, should be made as outiined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. 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. ~ 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 City Attorney Approved Version 6/12/18 2 carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 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 projecUlocation 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 City Attorney Approved Version 6/12/18 3 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of 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 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 2863 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. City Attorney Approved Version 6/12/18 4 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesD No [j] 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 City Attorney Approved Version 6/12/18 5 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and 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. City Attorney Approved Version 6/12/18 6 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. RISING TIDE PARTNERS, LLC a California Limited Liability Company By: (sign here) N""'l st~,.. I {)--,;,e,· I R,-s,·~,1da. ~~ (print name/titlef By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: 4J ~ dcHAEL PfuRSON Interim Community & Economic Development Director ATTEST: Lk~I 114~;,_, f BARBARA ENGLESON lTcity 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: ::LIA A~~l' : Attorney Assistant Ci~tlorney City Attorney Approved Version 6/12/18 7 EXHIBIT "A" SCOPE OF SERVICES Task 1: Newsletter-as-a-Service Contractor will develop up to four (4) newsletters as needed to during the contract period. Each newsletter will contain no less than four (4) articles about economic development related news, events, resources, etc. Contractor project staff will coordinate 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 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: Up to four (4) newsletters as needed over the contract term. Services to include promotion on social channels and shareable posts for partners. Task 2: Original website content development Contractor will develop up to ten (10) blog posts as needed 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: Ten (10) blog posts on an as-needed basis over the contract period. Services include assistance in promoting content via newsletter and appropriate social channels. City Attorney Approved Version 6/12/18 8 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. Original website content development: $1,000/blog post Contractor will invoice the City $1,000 per blog post on an as-needed basis over the course of the contract term. Newsletter-as-a-service: $1,250/newsletter Contractor will invoice the City $1,250 per newsletter on an as-needed basis over the course of the contract term. City Attorney Approved Version 6/12/18 9 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of J'a,, ft·:'!j o ) On l>.u.~MJ.,r S:, JoJ f before me, ~/Vf~,-=-·cJ..._~_/-<_D_._H_A_t'J.--+-y~, _N~"-/--.~"-+Y-~~""--_b_/;_c_ Date Here Insert Name and Title of the Officer personally appeared __ l\)_u~_/_~-/._o_o_"'1 _____________________ _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(.81 whose name'8) is/are' subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/ber/tbeir authorized capacity(~, and that by his/ber/tl::te'ir signature{ar on the instrument the person(s), or the entity upon behalf of which the person(81 acted, executed the instrument. Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~ 7:J. ~'f;g, Signature of Notaryb/ic ---------------OPTTONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ___________________________ _ Document Date: __________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ____________ _ □ Corporate Officer -Title(s): ______ _ □ Corporate Officer -Title(s): ______ _ □ Partner -□ Limited □ General □ Partner -□ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Trustee □ Guardian or Conservator □Other: ______________ _ □ Other: ______________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ • ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 ACTION TAKEN BY UNANIMOUS CONSENT OF THE SOLE INITIAL MEMBER OF RISING TIDE PARTNERS, LLC IN LIEU OF ORGANIZA TIONAL MEETING The undersigned, constituting the sole initial Member of RISING TIDE PARTNERS, LLC (the "Company") hereby undertakes the following action and adopts the following resolutions by unanimous written consent in accordance with the Operating Agreement of the Company and the appropriate provisions of the laws of the State of California. RESOLVED, by the sole initial Member of RISING TIDE PARTNERS, LLC that: 1. Articles of Organization. The Articles of Organization, as approved by and filed with the State of California on December 27, 2017 are approved and accepted as the Articles of Organization hereof. 2. Adoption of Operating Agreement. The Company adopts as the Operating Agreement of the Company the Operating Agreement dated as of December 27, 2017. 3. Record Book. The Record Book for the Company presented to the Member is approved and adopted, and the Member is directed to insert in it the Articles of Organization, the Operating Agreement, all minutes of meetings or consents to resolutions adopted and actions by the Member, and all other documentation relevant to the business of the Company. 4. Adoption of Record of Membership U_n_its. The Record of Membership Units, as may be amended, shall represent the membership interests of the Company. 5. Issuance of Initial MembershipJnterests. Upon receipt of consideration therefor, the following shall constitute the original membership interests in the Company: Initial Member and Address: NEAL BLOOM 101 West Broadway, Suite 1120, San Diego, California 92101 Membership Interest: 100% Membership Interest ( represented by 1,000 Membership Units) 6. Designation of Bank Deposito_ry. The Member of the Company is authorized: (a) to open on behalf of the Company at a financial institution of his/her choice, such accounts as deemed necessary or appropriate; (b) to endorse any checks, drafts, notes, orders and bills of exchange payable to, or otherwise the property of, the Company; (c) to deposit them in such accounts; and ( d) to draw and sign checks on such accounts in the name of the Company. The Member hereby adopts any resolutions required by such bank in connection with its designation 4817-8557-0905.v I 4817-8557-0905. v2 as depository. The Member shall insert as an appendix to this Action a copy of such resolutions, which thereupon shall be deemed to have been adopted by the Member. 7. Fiscal Year. The fiscal year of the Company shall begin on the first day of January and end on the last day of December in each year. The Member is authorized, empowered and directed on behalf of the Company to keep the books of account and financial records of the Company in accordance with such fiscal year. 8. Borrowing. The Member is authorized, from time to time, to borrow, or cause to be borrowed, money in the name of the Company from such lenders as the Member, in said Member's sole discretion, deems necessary or appropriate and in the best interest of the Company and to execute and deliver on behalf of the Company notes therefore, in such amounts and upon such terms and conditions, including as to rate of interest and schedule of payment, as deemed necessary and appropriate for the operation of the Company's business. 9. Organizational Expenses. The Member is authorized and directed to pay out of the funds of the Company all fees and expenses incurred incidental and necessary to the organization hereof. 10. Authorization to Conduct Business in Foreign States. Subject to advance qualifications in all respects with appropriate laws and regulations, the Member is authorized and directed to do or cause to be done any and all things necessary or desirable to effect the qualification of this Company to transact business in such states and at such time or times the Member shall determine that such qualification is in the best interest of the Company. For the purposes of authorizing the Company to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary, desirable or expedient for the Company to transact business, the Member is authorized to appoint and substitute, or to cause to be appointed or substituted, all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices and the Company seal, to make and file, or cause to be made and filed, all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the Company to transact business therein and whenever it is expedient for the Company to cease doing business therein and withdraw therefrom, to revoke any appointment of agency or attorney for service of process and to file, or cause to be filed, such certificates, reports, revocations of appointment, or surrender of authority as may be necessary to terminate the authority of the Company to do business in any such state, territory, dependency or country. 11. Operations in Ordinary Course of Business. The Member is authorized to execute and deliver, or cause to be executed and delivered, in the name of, and on behalf of, the Company any and all agreements, contracts, deeds, mortgages, sale, offers, applications and other legal documents and instruments which may be necessary or expedient in, or incident to, the conduct of the ordinary business of this Company; and that the Secretary is authorized to affix the Company seal, if required, to any such document or instrument and to attest said seal when the same is so affixed. 2 48 I 7-8557-0905.v I 48 l 7-8557-0905.v2 12. Enabling Authorization. The Member, or such other person as may be designated by the Member, is authorized and empowered in the name of, and on behalf of, the Company, from time to time to do, negotiate, or renegotiate any and all matters in connection with, or cause to be done all acts or things, and to execute and deliver all instruments and documents, as shall be necessary, desirable or appropriate to carry out the purpose and intent of the foregoing resolutions, and any modifications, amendments or rearrangements thereof, as the Member deems to be in the best interest of the Company. 13. Ratification of All Acts of Organizers. The acts and performances of all organizers on behalf of the Company up to this date are hereby approved by the Member, and all expenditures and disbursements, if any, as reflected by the books of account of the Company are likewise ratified, and all minutes and other legal documents prepared and placed in the Record Book are hereby ratified. It is one of the intents of this Company to absolve all promoters, organizers, and the Member of this Company from any personal liability for acts performed on behalf of the Company to date and approve these acts on behalf of the Company. 14. Principal Place of Business. The principal office of the Company for the transaction of business is hereby fixed at 101 West Broadway, Suite 1120, San Diego, California 92101, until such other principal office address has been duly designated. Executed by the undersigned as the sole initial Member of NEAL BLOOM as of December 27, 2017. MEMBER: NEAL BLOOM 3 48 I 7-8557-0905.v I 48 l 7-8557-0905.v2 Client#· 516584 RISINTIDEP ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/VYYV) 12/03/2019 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 ~l(ll~~"' Denise Meza Marsh & Mclennan Agency llC rtgN~o Extl: 858-225-4582 Irie~ Nol: 858-452-7530 Marsh & Mclennan Ins. Agency llC E-MAIL D . @ h i ADDRess, emse.meza mars mma.com PO Box 85638; CA Lie #OH18131 f-INSURER(S) AFFORDING COVERAGE NAIC# San Diego, CA 92186 , INSURER A : ACE Property & Casualty Insurance Co 20699 INSURED 19682 Rising Tide Partners llC L!'::l~RER a_: Hartford Fire lnsuranc~-C~pany _ ~INSURER c: Hanover Insurance Company -- ----- 22292 2683 Via de la Valle G #226 -~-----------------·------------- Del Mar, CA 92014 i_lNSURER D_: ______________ -------------- L_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. A XI COMMERCIAL GENERAL LIABILITY X D94446879D h 1/15/2019 11 /15/202(1 ~CH OCCURRENCE _ ~000,000 _ ~ft-_T_VP_E_O_F_IN_S_U_RA_N_C_E__ r~'/1-~J' ~-~ ___ PO_L_IC_V_N_U_M_BE_R -------il&~LJ~fv~~~) ~1~~~T-----------L-IMI~; ------ ---- -Fl CLAIMS-MADE [!) OCCUR ~~r~~H?E~~.l=rPence\ $1 000 000 MED EXP (Any one person) $ 5 000 _..I _______________ 1 PERSONAL & ADV INJURY $ --- GEN'L AGGREGATE LIMIT APPLIES PER: 1 GENERAL AGGREGATE $4,000,000 -XI POLICY □ j:g: n LOG PRODUCTS -COMP/OP AGG $4,000,000 -7 OTHER: ---------+---t-___________ -f; A AuT0Moe1LEL1Ae1L1Tv X X D94446879D ---------h1/15/201911/15/20201.f&_~~~~1F1NGLE-uMiT -i~.!!.~~ci_e~ =~ a ANY AUTO _ __El?D~~f'J.JlJ_~ ~"'_P~Cl_")__ ~ _______ _ ~~&P ONLY ~3~6guLED BODILY INJURY (Per accident) $ _ I x1 HIRED X NON-OWNED PROPERTY DAMAGE $ , : AUTOS ONLY _ AUTOS ONLY _(f';iracciden!) ____ --+----------n $ f-----+-~----~----~----->-----+---+--------------r-----+------1----------+----------·· L UMBRELLA LIAB H OCCUR 1--E_A_CH_OC_C_l_JR_R_EN_C __ E __ --+-I $ _________ _ 1 EXCESSLIAB CLAIMS-MADE ~GGREGATE -~ _$ _________ _ ___ o~I _ [_!:1_ETENTION$____ _______ ____________________________ ________________ ______________ _ _ _ 7 ,. $ __________ _ B WORKERS COMPENSATION [ 72WECAC3W07 h 1/15/2019 11/15/2020 ?( __ L~filu1~ _j__~~ _ ------__ AND EMPLOYERS' LIABILITY y / N ANY PROPRIETOR/PARTNER/EXECUTIVE 1~7 1 \ E.L. EACH ACCIDENT _ $1 ,_Q0_Q,()00 ~~=~~:::~~~~~~ EXCLUDED? ~ NI A i E.L. DISEASE -EA EMPLOYE~ $1 000 000 ---- l----+-=-g=:ls=t"-~"'-ft-'-~r=l~"-'N-=Ond-'-F-=~'--'PE=-R"'-A"-T=IO'--'NS=--b=e=lo=w----+--+---+-------------+--1 E.L. DISEASE -POLICY LIMIT $1,000,000 ---=: C !Professional lH3D770223 h1/15/2019 11/15/2020 Each Claim: $2,000,000 ,' i Liability I Ded: $2,500 I Aaaree1ate: $2 000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addltlonal Remarks Schodule, 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 -r-~1 ;t,~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S4509902/M4509893 WXSQM BUSINESSOWNERS LIABILITY ENHANCEMENTS ENDORSEMENT Named Insured Endorsement Number RISING TIDE PARTNERS LLC BOP4 7635a0716 Policy Symbol I Policy Number I Policy Period Effective Date of Endorsement SER D94446879 11-15-2019 to 11-15-2020 11-15-2019 Issued By (Name of Insurance Company) ACE Property And Casualty Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM TABLE OF CONTENTS Supplementary Payments -Bail Bonds And Bonds To Aooeal Judaments -No Sublimit Medical Expenses -Three Years To Report Expenses Non-Owned Watercraft Under 55 Feet Non-Owned Aircraft Damage To Propertv -Exceotion For Eauioment Loaned Or Rented To Insured Who Is An Insured -Subsidiaries Or Newly Acauired Or Formed Oraanizations Who Is An Insured -Emplovees (lncludino For CPR and First Aid) And Volunteer Workers Additional Insured -Lessor Of Leased Eauioment Additional Insured -Manaaers Or Lessors Of Premises Additional Insured -Vendors Additional Insured -Other Persons Or Organizations Pursuant To Contract Or Agreement Damaoe To Premises Rented To You -$1,000 000 Per Location General Aaaregate Limit With Combined Total Aaaregate Limit Knowledge/Notice Of Occurrence Bodily Injury, lncludina Resultina Mental Anouish Coverage Territory Limited Worldwide Personal Injury, lncludino Discrimination Harassment And Searegation Unintentional Failure To Disclose Hazards Other Insurance, Including Primary Provision Waiver Of Subroaation Reauired Bv 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 11-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 11-Liability, Paragraph 8. 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 11-Liability, Paragraph 8. 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 11-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 11-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-47635a (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 11-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 11-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-47635a (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-47635a (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 11-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 11-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 11-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 Ill -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 Ill -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 Ill -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 BP 14 88 07 13 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. BP 14 88 0713 © Insurance Services Office, Inc., 2012 Page 1 of 1 12/4/2017 CALIFORNIA -HIRED AUTO AND NON-OWNED AUTO LIABILITY [] 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: https://www5. iso.com/clm/app/toc.do?docNode=FO _ 85&selectedPublication=BP-CA-SI M-12/01/2017 &selectedPublisher=ISO&dispName=FO _BP068. . . 1 /2 12/4/2017 CALIFORNIA -HIRED AUTO AND NON-OWNED AUTO LIABILITY 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-SIM-12/01/2017 &selectedPublisher=ISO&dispName=FO _ BP068... 2/2