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HomeMy WebLinkAboutSan Diego Ballet; 2020-02-27;CITY OF CARLSBAD PERFORMANCE AGREEMENT FOR LIVE EVENT SAN DIEGO BALLET THIS CONTRACT is made on j o _b; d r"j , 2020 by and between the City of Carlsbad (City) and San Diego Ballet (Representative), who warrants that it has the authority to represent and contract on behalf of its Performers, for a live performance as specified below, and upon the following terms and conditions: 1. Event Name of event: Starring Artists Presents: San Diego Ballet hereinafter referred to as "performance". Description of performance: Performance consists of 45-minutes of interview/discussion, 45-60 minutes of performance, including recorded music. Venue site: Carlsbad City Library, Ruby G. Schulman Auditorium, 1775 Dove Lane, Carlsbad CA 92011 Representative's Phone No.: 619-294-7378 Date(s) of performance: Saturday, April 25, 2020, Start-time: 7 p.m. End-time: 9 p.m. Expected arrival time: 4 p.m. Access to venue/stage: 4 p.m. No. of sets/workshops: Two (2) Length of each sets/workshop: 45-60 minutes Number/length of Breaks: One ( I), 15 minutes 2. Parking -Reserved 3. Lodging/Meals-Reserved 4. Performance Fee Performer shall be entitled to a Flat Performance Fee in the amount of one thousand seven hundred and fifty dollars ($1,750) plus reimbursement for City business license fees in the amount not-to-exceed four dollars ($4) for a total not-to-exceed fee of one thousand seven hundred and fom: dollars ($1,754). City will pay Performer full fee at time of performance. If any unperformed portion of the event or event series is cancelled due to the Performer's inability to perform, the unperformed portion of the event or event series may be, if feasible, rescheduled to a new date(s) that is/are mutually agreeable to City and Performer. If a replacement performance cannot be rescheduled, the fee(s) due to the Performer may, at City's sole discretion, be reduced on a pro-rata basis by the value of the performance(s) not performed. City will make all checks payable and addressed to: Name of Performer/Representative: Matt Camey Address: 2650 Truxtun Road # 102, San Diego CA 92106 Phone: 619-294-73 78 Email: matt.camey@sandiegoballet.org City Attorney Approved Version 10.27.17 5. Sound City will provide a sound amplification system that is in good working order and capable of conforming to the size of the audience, acoustics of the Venue Site and producing quality sound reproduction. In the event that Performer is providing the sound system and special electrical needs are required, Performer shall notify City of its needs at least 30 days in advance of the first Performance date. Failure to timely notify the City will result in Performer assuming all the responsibility of providing its own electricity for the sound system. If required by state or local laws, Performer will obtain all necessary permits and approvals associated with the provision of electricity. 6. Stage Lighting City will provide stage lighting that is in good working order and capable of conforming to the size of the audience, Venue Site and the needs of the Production. In the event that Performer is providing the stage lighting system and speciai electrical needs are required, Performer shaii notify City of its needs at ieast 30 days in advance of the first Performance date. Failure to timely notify the City will result in Performer assuming all the responsibility of providing its own electricity for the stage lighting system. If required by state or local laws, Performer will obtain all necessary permits and approvals associated with the provision of electricity. 7. Venue Hospitality-Reserved 8. Concession Sales Performer shall have the right to offer limited items for sale at the Performance (e.g. books, CDs, DVDs, and audio/video tapes) at a rate ofQ¾ commission (City's fee based on gross revenue from sales). Performer agrees to refrain from offering for sale or distributing material that is derogatory or critical of the City, contains sexually explicit actions or gestures, expletives and/or other obscenities, or contains racial slurs or is otherwise derogatory of any race, religion, sexual orientation, age or national origin. City reserves the right to pre-approve items offered for sale by Performer, both before and during the performance. 9. Publicity Performer may provide publicity and promotional materials to City for advertising the Performance. Performer and/or Representative represents and warrants that City may use all promotional materials received from Performer or Representrrtive to promote the Performance in all advertising media, including without limitation, print, TV, radio, Internet, etc., without being in violation of any third party intellectual property rights. Performer agrees to be available for personal interviews. City reserves the right to photograph the Performance for the purpose of publicizing, advertising, or promoting the City of Carlsbad and/or programs (collectively "Usage"). Performer(s) waive the right to any fees, royalties, or control, now or in the future, and Performer(s) grant full permission for the use of Performer(s)' image, including without limitations, name, likeness, and biography related City's Usage. Performer(s) relinquish any right that Performer(s) may have to examine or approve the completed product or products or the advertising copy or printed matter that may be used in conjunction therewith or the use to which it may be applied, including in all media now in existence or may come into existence in the future. 2 City Attorney Approved Version 10.27.17 10. Radio and Television Coverage Performer agrees to permit reasonable Radio or Television news coverage of the Performance. City will try, but is not required, to let Performer know whether Radio or Television news coverage is planned or will be occurring during the Performance. City is not responsible for securing prior consent of Performer for said Radio or Television coverage. City is not responsible for obtaining copies of any footage that is broadcasted on any Radio or Television station for the benefit of Performer. City will assist Performer in trying to identify which Radio or Television station is on scene. In the event that Performer does not desire to have any Radio or Television coverage of the Performance, Performer shall be solely responsible for notifying the Radio or Television station(s) of this desire. If unauthorized taping or broadcasting of Performance occurs, City shall not be deemed in breach of this contract. 11. City AudioNideo Recording City reserves the right to audio and/or video record any iecture, reading or speaking engagement; including live streaming the event to any location(s) owned and/or controlled by the City; but not any musical concert or musical Performance. City may retain the recording in its files, may replay the recordings for its employees, and may make excerpts available for public viewing. City shall make no more than three copies of the recordings. City shall not sell the recording. City shall provide a copy of the recording to the Performer, upon the Performer's request. 12. Weather and Other Types of Cancellations Re: Performance If Performance is canceled by City due to inclement weather, acts of God, acts or any other reason, while Performer is traveling to or is already at Venue Site, but has not yet performed, City will pay Performer Performer's out-of-pocket travel expenses to the Venue Site. In the event that a storm should develop while Performer is at the Venue Site and has already set up or is in the process of setting up Performer's equipment, City and Performer will discuss whether the Performance should be cancelled. If the Performance is cancelled, Performer shall be entitled to full payment. 13. General Cancellation The City reserves the right to cancel this engagement for any reason at any time prior to 30 days preceding the engagement, voiding this contract and excusing the City from any payment or other compensation. If this contract is canceled by the Performer less than 30 days prior to the scheduled engagement, the Performer will reimburse the City the amount of$(N/A) to help defray the production, promotion and labor costs that are incurred up to the date of the cancellation. 14. Performance Content The Performer represents and warrants that its Performance in all aspects (including any sheet music, lyrics or script as may be desired or required by City) will not violate any copyright, and that all necessary approvals to perform copyrighted works have been obtained. Performer agrees to indemnify, defend and save harmless the City against any copyright claim, demand, liability or expense caused by or arising out of its Performance. Performer shall be solely responsible for the content of the Performance. 15. Losses 3 City Attorney Approved Version 10.27.17 It is understood and agreed that the City shall not be responsible for any loss of or damage to the property of the Performer, or for the acts or omissions of the audience. 16. Independent Contractor The Performer(s) and/or Representative are independent contractors and not employees of City. No Performer(s) or his/her employees or Representative or his/her/it employees are or shall hold themselves out as an agent or employee of the City. The Agent or Performer shall have no authority to make any commitment on behalf of the City. Performer and/or Representative shall be responsible to pay all applicable state, local and federal taxes associated with this agreement. 17. Subject Matter Performer agrees to refrain from presenting or performing material that is derogatory or critical of the City, contains sexually explicit actions or gestures, expletives and/or other obscenities, or contains racial slurs or is otherwise derogatory of any race, religion. sexual orientation, age or national origin. Should such material be presented or performed, City, in its sole discretion, may immediately terminate the Performance. In the event City terminates the Performance of Performer because of violation of this paragraph, City shall not be liable to Performer for the balance owed under this Agreement and all monies paid to Performer shall be full and complete payment of Performer's services. In the event of this occurrence, City shall not be deemed to be in breach of this agreement. 18. Indemnification Performer and its agents, employees, successors and assigns, agrees to indemnify, hold harmless, protect and defend the City and its elected officials, agents, and employees, from all claims, reasonable attorneys' fees and court costs, out-of-pocket expenses, damages (including compensatory and punitive damages) and liabilities, arising from or relating to the Performer's presentation of the Performance or to its obligations under this Agreement. This indemnification provision shall survive the expiration or termination of this Agreement. 19. Insurance If required by City, Performer will be required to show proof of general liability insurance to the City before commencement of any performance required pursuant to this Agreement, in a minimum amount of one million dollars, to be kept in full force and effect during the term of this Agreement. City shall be named as an additional insured by endorsement. Performer is encouraged to maintain any additional insurance(s) policies that Performer, in its own discretion, feels it should maintain in force and effect throughout the term of this Agreement. If required, Workers Compensation Insurance shall be provided as required by the State of California. Performer must also show evidence of Workers' Compensation coverage in accordance with the laws of the State of California. The Worker's Compensation policy must contain a waiver of subrogation ofrights against the City of Carlsbad. 20. Production Rights The Performer agrees that the right to produce the event(s) which are the subject matter of this Agreement belongs solely to the City and Performer has no right to independently produce or sell rights of any kind to this event. Further, Performer agrees that Performer will not acquire any independent, individual or joint rights with the City to the event(s) which are the subject matter of this Agreement. The Parties agree 4 City Attorney Approved Version 10.27.17 that this event(s) is a "work for hire" business arrangement under the United States Copyright Act of 1976 [17 U.S.C. §§ 101, et seq.] and any other applicable law. 21. Complete Contract This is a fully integrated contract. It is further understood that this Agreement contains the whole Agreement between Performer and Purchaser and this document supersedes any other terms, agreements, obligations, covenants, representations, statements or conditions, oral or otherwise or any kind whatsoever concerning this contract, not expressly set forth herein. Furthermore, it is understood and agreed that this contract may not be changed, modified, or altered except by mutual agreement of both parties. All changes to the contract for this engagement must be signed by authorized signatories of both parties. 22. Governing Law This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of California. If any term or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law governing this Agreement, the validity of the remaining portions of this Agreement shall not be affected thereby. Venue for purposes of enforcing any provision of this Agreement shall be San Diego County. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ 5 City Attorney Approved Version 10.27.17 \\\ 23. Signing Authority The individual on his/her own behalf or the representative for each party signing on behalf of a corporation, partnership, joint venture or governmental entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other party or parties hereto harmless if it is later determined that such authority does not exist. CONTRACTOR (sign h 1!.li~ MfJ."",t) I fl JSCt: .. .,}j;g__ ( · t name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ~nuu p; 1.11@ ~td'l-t>?o A THER PIZZUTO Library & Cultural Arts Director If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Chairman, President, or Vice-President Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. Approved as to Form: CELIA A. BREWER, City Attorney By: 6 ATTEST: By~li..,mcw,__e rrlml~ ~ARBARA ENGLESON {l Lity Clerk City Attorney Approved Version 10.27.17 Deputy/Assistant City Attorney 7 City Attorney Approved Version 10.27.17 EXHIBIT "A" SCOPE OF SERVICES Performer will be featured as part of the City of Carlsbad Cultural Arts Office's series title Starring Artists. Events in this series feature approximately 60-120 minutes of performance. Key Contacts: • City Contact: Megan Gilby, 760-602-2081, megan.gilby@carlsbadca.gov • Day of Show: Saturday, April 25, 2020 • Technician: Bonnie Crane-Sullivan, 760-602-2023, bonnie.crane-sullivan@carlsbadca.gov • Artist Advance: Matt Camey, 619-294-7378, matt.camey@sandiegoballet.org Engagement Venue: • Carlsbad City Library's Ruby G. Schulman Auditorium, 1775 Dove Lane, CA 92011 • www.carlsbadca.gov/library Performer will provide: • Recorded music to the City, prior to the performance date • Performance content, including any required visuals • Performance repertoire, performer information and biography information and organization information for program no later than three (3) weeks (April 4, 2020) prior to performance date City will provide: Provide chairs and music stands for performers as needed. • Provide wireless microphones and microphone stands for performer as needed. • Audio playback capability Production technician on site Date & Show Time: • Saturday, April 25, 2020 Showtime: 7 p.m. Doors Open: 6:30 p.m. Performer arrival: 5 p.m. Number & Length of Performances: • One (I) interview/discussion One (I) performance • Two (2) sets total: each set approximately 45-60 minutes in length One (I) intermission: 15 minutes in length 8 City Attorney Approved Version 10.27.17 Performance Fees/Invoicing: • Performance fee of $1,750 plus $4 City Business License fee, totaling $1,754 reimbursement for Performer. Performance invoice shall be submitted to Community Arts Coordinator Megan Gilby and shall be sufficiently detailed to include related costs. Final invoice approval will be completed by the City's Library & Cultural Arts Director or designee. City will charge NO ADMISSION FEE for this performance. 9 City Attorney Approved Version 10.27.17 SANDIEG-40 CANRA1 ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 12/11/2019 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OL48969 ~Rij!~cT Ray Canto C3 Risk & Insurance Services F.t8,N:o, Ext): (619) 233-8000 I FAX 404 Camino Del Rio S. STE 410 (A/C, No):(619) 864-7106 San Diego, CA 92108 xt1oA~~SS: policy@c3insurance.com INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: Philadelohia lndemnitv Insurance Comoanv 18058 INSURED INSURER B: Como West Insurance Comoanv 12177 San Diego Ballet INSURERC: 2650 Truxtun Rd Ste 102 INSURER □: San Diego, CA 92106 INSURERE: 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. NOTVIIITHSTANDING 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 ~,.\l.P~ w,~~ POLICY NUMBER POLICYEFF POLICY EXP LIMITS I TR IMU/DDNVVV• A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -□ CLAIMS-MADE [K] OCCUR DAMAGE TO RENTED X PHPK2054121 11/21/2019 11/21/2020 PREMISES /Ea occurrence\ $ MED EXP (Anv one oerson\ $ 5,000 - PERSONAL & ADV INJURY -$ 1,000,000 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ ~ POLICY □ ~r8r DLoc PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident\ $ ~ ANY AUTO PHPK2054121 11/21/2019 11/21/2020 BODILY INJURY /Per oerson\ $ ~ O'MIIED -SCHEDULED ~ AUTOS ONLY ~ AUTOS BODILY INJURY /Per accident\ $ X ~LRT1?s ONLY X ~ar~~1.~ f;ROPERTY 1 t~AMAGE Per accident $ $ A X UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ 1,000,000 f---PHUB698401 11/21/2019 11/21/2020 EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I X I RETENTION $ 10,000 $ 1,000,000 / B WORKERS COMPENSATION XI ~-\%uTE I I OTH-AND EMPLOYERS' LIABILITY ER YIN WCV5503542 7/1/2019 7/1/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE [Y] E.L. EACH ACCIDENT $ p,,m~:m:~,~~m EXCLUDED? N/A 1,000,000 E.L. DISEASE -EA EMPLOYEE $ ~~S~~ft-ITJ~ o'f~PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERA TIO NS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Certificate Holders are included as Additional Insureds as/where required by written contract as respects to General Liability, but limited to the operations of the Insured under said contract, and always subject to all the policy terms, conditions and exclusions per attached endorsement Pl-GLD-VS (01/08). CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad, Library & Cultural Arts Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1775 Dove Lane Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SKSN5387454 442:i42:i34 <#:#142:i42:i3 53 Philadelphia Indemnity Insurance Company Pl-GLD-VS (05/17) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT SCHOOLS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Damage to Premises Rented to You $300,000 2 Extended Property Damage included 2 Non-Owned Watercraft Less than 58 feet 2 Supplementary Payments -Bail Bonds $2,500 2 Supplementary Payment -Loss of Earnings $500 per day 2 Medical Payments $15,000 3 Medical Payments -Extended Reporting Period 3 years 3 Employee Indemnification Defense Coverage for Employee $25,000 3 Additional Insured -Medical Directors and Administrators Included 3 Additional Insured -Managers and Supervisors Included 3 Additional Insured -Broadened Named Insured Included 3 Additional Insured -Funding Source Included 3 Additional Insured -Managers or Lessors of Premises Included 4 Additional Insured -By Contract, Agreement or Permit Included 4 Additional Insured -Broad Form Vendors Included 4 General Aggregate -Per Campus Included 5 Duties in the Event of Occurrence, Claim or Suit Included 6 Other Insurance -Primary Additional Insured Included 6 Other Insurance -You Are An Additional Insured On Included 7 Another Person's Or Orqanization's Policy Unintentional Failure to Disclose Hazards Included 8 Liberalization Included 8 Bodily Injury -includes Mental Anguish Included 8 Personal and Advertising Injury -includes Abuse of Included 8 Process, Discrimination Transfer of Rights of Recovery Against Others To Us Clarification 9 Science Laboratory "Occurrence" $50,000 9 Medical Incident Liability -Nurse and Athletic Trainer Included 9 Pl-GLD-VS (05/17) Page 1 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company Pl-GLD-VS (05/17) A. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION 1-COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION Ill -LIMITS OF INSURANCE, Paragraph 6.; c. SECTION V -DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words "Fire insurance" are changed to "insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $300,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Extended "Property Damage" SECTION I -COVERAGES. COVERAGE A, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted and replaced by the following: a. Expected or Intended Injury "Bodily Injury" or "Property Damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. C. Non-Owned Watercraft SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is amended to read as follows: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Supplementary Payments Under the SUPPLEMENTARY PAYMENTS -COVERAGE A AND B provision, Items 1.b. and 1.d. Pl-GLD-VS (05/17) Page 2 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company Pl-GLD-VS (05/17) are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. E. Medical Payments -Limit Increased to $15,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION Ill -LIMITS OF INSURANCE to the greater of: a. $15,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I -COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, the second part of Paragraph a. is amended to read: provided that: (2) The expenses are incurred and reported to us within three years of the date of the accident; F. Employee Indemnification Defense Coverage Under the SUPPLEMENT ARY PAYMENTS -COVERAGES A AND B provision, the following is added: 3. We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees", claims or "suits" brought or persons or organizations making claims or bringing "suits". G. SECTION II -WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators -Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. b. Managers and Supervisors -If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. c. Broadened Named Insured -Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source -Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or Pl-GLD-VS (05/17) Page 3 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company Pl-GLD-VS (05/17) (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Managers or Lessors of Premises -Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. f. By Contract, Agreement or Permit -Any person or organization with whom you agreed, because of a written contract or agreement or permit, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you. (1) This provision does not apply: (a) Unless the written contract or agreement has been executed or permit has been issued prior to the "bodily injury," "property damage," "personal and advertising injury": (b) To any person or organization included as an insured under g. Broad Form Vendors below; or (c) To any person or organization included as an insured by an endorsement issued by us and made a part of this Coverage Part. (2) When an engineer, architect or surveyor becomes an insured under this Coverage Part, the following additional exclusion applies: (a) "Bodily injury", "property damage", "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (i) The preparing, approving, or failing to approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (ii) Supervisory, inspection, or engineering services. (3) When a lessor of leased equipment becomes an insured under this Coverage Part, the following additional exclusions apply: (a) To any "occurrence" which takes place after the equipment lease expires; or (b) To "bodily injury" or "property damage" arising out of the sole negligence of the lessor. (4) When owners or other interests from whom land has been leased become an insured under this Coverage Part, the following additional exclusions apply: (a) Any "occurrence" which takes place after you cease to lease that land; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of the owners or other interests from whom land has been leased. g. Broad Form Vendors -Any person or organization with whom you agreed, because of a written contract or agreement to provide insurance, 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, subject to the following additional exclusions. (1) The 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 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, unless unpacked solely for the purpose of inspection, demonstration, testing or substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Pl-GLD-VS (05/17) Page 4 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company Pl-GLD-VS (05/17) (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 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. (2) This provision 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. (3) This provision does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Coverage Part. (4) This provision does not apply if "bodily injury" or "property damage" included within the "products-completed operations hazard" is excluded either by the provisions of the Coverage Part or by endorsement. H. Per Campus -General Aggregate SECTION Ill -LIMITS OF INSURANCE is amended to include the following provisions: 1. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under SECTION 1-COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, and for all medical expenses caused by accidents under SECTION I-COVERAGE, COVERAGE C MEDICAL PAYMENTS which can be attributed only to operations at a single designated "campus" shown in the Declarations: a. A separate Per Campus General Aggregate Limit is applicable to each single designated "campus" shown in the Declarations and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. b. The Per Campus General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard," and for medical expenses under COVERAGE C 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 COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the Per Campus General Aggregate Limit for that designated "campus." Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Per Campus General Aggregate Limit for any other designated "campus" shown in the Declarations. d. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Per Campus General Aggregate Limit. Pl-GLD-VS (05/17) Page 5 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company Pl-GLD-VS (05/17) 2. · For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under SECTION I -COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABIITY, and for all medical expenses caused by accidents under SECTION I -COVERAGE, COVERAGE C MEDICAL PAYMENTS which cannot be attributed only to operations at a single designated "campus" shown in the Declarations: a. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable; and b. Such payments shall not reduce any separate designated "campus" General Aggregate Limit. 3. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payment for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Per Campus General Aggregate Limit. 4. SECTION V -DEFINITIONS is amended by adding the following: "Campus" is defined as 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. 5. The provisions of SECTION Ill -LIMITS OF INSURANCE not otherwise modified by the above shall continue to apply as stipulated. I. Duties in the Event of Occurrence, Claim or Suit 1. The requirement in Paragraph 2.a. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the "occurrence" or offense is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An executive officer or insurance manager, if you are a corporation. 2. The requirement in Paragraph 2.b. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An executive officer or insurance manager, if you are a corporation. J. Other Insurance -Primary Additional Insured 1. If the written contract or agreement or permit requires this insurance to be primary for any person or organization with whom you agree to include in SECTION II -WHO IS AN INSURED, then SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance is replaced by the following: If other valid and collectible insurance is available for a loss we cover under COVERAGE A of this Coverage Part, our obligations are limited as follows: a. Primary Insurance -This insurance is primary. We will not seek contributions from other Pl-GLD-VS (05/17) Page 6 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company Pl-GLD-VS (05/17) insurance available to the person or organization with whom you agree to include in SECTION II -WHO IS AN INSURED, except when 2. below applies. b. Excess Insurance -This insurance is excess over any of the other insurance whether primary, excess, contingent or any other basis: (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) That is Fire, lightning or explosion insurance for premises rented to you; or temporarily occupied by you with permission of the owner; or (3) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION I -COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. When this insurance is excess, we will have no duty under Coverages A or B to defend any claim or "suit" that any other insurer has a duty to defend. 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. 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; and (2) The total of all deductible and self-insured amounts under all other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this excess insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method of Sharing -If all 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 or the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's contribution is based on the ratio of its applicable limits of insurance of all insurers. 2. This provision only applies with respect to your operations, "your work" or facilities owned or used by you. K. Other Insurance -You Are An Additional Insured On Another Person's Or Organization's Policy If you are an insured under SECTION II -WHO IS AN INSURED, then SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. OTHER INSURANCE, Paragraph b. Excess Insurance is replaced by the following: This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis: 1. That is Fire, Extended Coverage, Builders Risk, Installation Risk or similar coverage for "your work"; 2. That is Fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Pl-GLD-VS (05/17) Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company Pl-GLD-VS (05/17) 3. If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION I -COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g.; or 4. When any of the Named Insureds, under this Coverage Part, are additional insureds under a commercial general liability policy or similar insurance of another party. When this insurance is excess, we will have no duty under Coverages A or B to defend any claim or "suit" that any other insurer has a duty to defend. 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 insureds. When this insurance is excess or 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; and 2. The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. L. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. M. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. N. Bodily Injury -Mental Anguish SECTION V -DEFINITIONS, Paragraph 3. is changed to read: "Bodily Injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (item a. above) at any time. 0. Personal and Advertising Injury -Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V-DEFINITIONS, Paragraph 14. b. is revised to read: b. Malicious prosecution or abuse of process: 2. SECTION V -DEFINITIONS, Paragraph 14. is amended to include the following: Pl-GLD-VS (05/17) Page 8 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company Pl-GLD-VS (05/17) "Personal Injury" also means discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; or b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; or c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. P. Transfer of Rights of Recovery Against Others To Us As a clarification, the following is added to SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 8. Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's Rights of Recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. Q. Science Laboratory "Occurrence" SECTION I -COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph f. does not apply to any "bodily injury" or "physical damage" arising out of a fire or "occurrence" in any of your science laboratories while teaching is being conducted in that laboratory, subject to a $50,000 per policy limit. R. Medical Incident Liability-Nurse and Athletic Trainer 1. SECTION II -WHO 15 AN INSURED, Subparagraph 2.a. (1) (d) is deleted and replaced by the following: (d) Arising out of his or her providing or failing to provide professional medical services. This paragraph does not apply to a registered or practical nurse or athletic trainer, while acting within the scope of his or her duties for the Named Insured and arising out of a "medical incident". 2. SECTION V-DEFINITIONS, 13. is deleted and replaced by the following: "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions, and "medical incident". 3. The following definition is added to SECTION V -DEFINITIONS: "Medical Incident" means any act or omission in the furnishing or failure to furnish professional medical services by the insured or any person acting under the personal direction, control, or supervision of the insured. Any such act or omission together with all related acts or omissions in the furnishing of such services to any one person shall be considered one "medical incident". "Medical incident" does not include any actual, alleged or threatened emotional, physical, or sexual abuse of any patient or professional medical services recipient. Pl-GLD-VS (05/17) Page 9 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission.