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HomeMy WebLinkAboutSpringshare LLC; 2017-02-09;AMENDMENT NO.3 TO EXTEND THE AGREEMENT FOR LIBCAL AND LIBANSWERS WEB SOFTWARE SERVICES SPRINGSHARE, LLC is entered into and effective as of the \ .lf:-+\r.., day of --,L..=:llU-L......,._~~1-<----------' 2020, extending the agreement dated February 9, 2017 (the "Agreement") b and between the City of Carlsbad, a municipal corporation, ("City"), and Springshare, LLC, a limited liability company, ("Contractor") (collectively, the "Parties") for LibCal and LibAnswers web software services. RECITALS A. On February 9, 2017, the Parties entered into and executed the original Agreement for LibCal and LibAnswers web software services; and B. On February 7, 2018, the Parties executed Amendment No. 1 to the Agreement to amend and extend the Agreement for period of one year ending on February 8, 2019; and C. On February 7, 2019, the Parties executed Amendment No. 2 to the Agreement to amend and extend the Agreement for a period of one year ending on February 8, 2020; and D. The Parties desire to extend the Agreement for a period of one year, and. E. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fees. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1 . The Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on February 8, 2021. 2. City will pay Contractor for all work associated with those services, described in Exhibit "A" to this Amendment, in an amount not-to-exceed two thousand, five hundred sixty-two ($2,562) annually. 3. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill City Attorney Approved Version 1/30/13 5. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR (sign here) 04/l.i eA,,ul<(,rJ' {JpcRAfl(/,ifs lf'IC~R.. (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ~ ~zzu¼G?Y@ Library & Cultural Arts Director ATTEST: fl.J. -g )iii:,,, ~ BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIAA. BREWER, City Attorney BY: ~ /(. f{~ Assistant City Attorney City Attorney Approved Version 1/30/13 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE The Contractor will provide customized library solutions web software including an end- to-end online reference platform software known as "LibAnswers," and a calendaring and event management platform software are known as "LibCal." "LibAnswers" software offers email, chat, SMS & Twitter channels, creates unlimited FAQs, a searchable public knowledge base, full reference statistics, and chat anywhere which is mobile and tablet friendly. "LibCal" is an easy to use calendaring and event management platform for libraries and used extensively in the library industry. The software provides the City the ability to manage online room bookings, equipment reseNations, class calendaring and event reseNations. The following information must be adhered to by the Contractor as a part of the Agreement: 1. OWNERSHIP OF DATA. Contractor does not own any data, information or material that is submitted to the Software ("Customer Data"}. The City, not Contractor, shall have sole responsibility for accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss, and failure to store any Customer Data. 2. NON-DISCLOSURE. Contractor will not use City's Customer Data for purposes other than those necessary to directly further the purposes of the Agreement. Neither party will disclose to third parties Customer Data without the prior written consent of the non-disclosing party. 3. SERVICES. Contractor shall be responsible for securing, managing, scheduling, coordinating and supeNising Contractor personnel, in performing any SeNices. Any change to the scope of SeNices must be in writing signed by both parties. The proposed Software SeNices must be securely hosted, and hosting locations will be located in the United States. 4. RECORDS RETENTION. Contractor provides data scrubbing of personally identifiable information (PII} in LibCal and LibAnswers. All data scrub requests to be coordinated in writing by City's Technology Librarian or designee with the Contractor's support team (known as Springy Support team}. Data scrub requests to include Site ID, specific modules or data fields, and months or years of data retention (between one (1} month and five (5) years}. Once City notifies Contractor, the Contractor will schedule the data scrub in accordance to their published timeline(s}. 5. PRIVACY. No personally identifiable information will be disseminated by Contractor to any third parties, except as consented to by City or required by law. If such dissemination is required by law, Contractor agrees to inform City before any such dissemination if permitted by law. 6. AVAILABILITY. The contractor will use commercially reasonable efforts to ensure Contractor systems obtain an operational 99.8% uptime. Contractor agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect uptime, or that is likely to cause any material interruption or disruption in Web Software SeNices of "LibCal" and "LibAnswers." City Attorney Approved Version 1/30/13 3 Notice of scheduled maintenance shall occur three (3) days prior to scheduled downtime. In the event planned emergency maintenance is required, Contractor will make commercially reasonable efforts to notify City in advance. In the event of a disaster of Contractor's primary data center, Contractor will restore services in its secondary center within four (4) hours of a disaster declaration. Post Mortem meeting will be held as needed following any outages to identify root cause and specify corrective and/or preventative actions needed to prevent recurrence. Corrective and preventative action plans, as relevant, will be shared with City via email. 7. INTEGRATION. Contractor will offer Web Service integration with the City's Integrated Library System (ILS). Contractor will work with City to integrate the Web Service connection. Integration will occur within one hundred eighty (180) days of execution of amendment. 8. INSURANCE. Contractor will obtain and maintain policies of commercial general liability insurance, professional liability, and cyber insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 9. PRODUCTS AND SERVICES COST DETAIL QUANTITY 1 ea DESCRIPTION LibCal 20/20/20: 20 Individual Calendars. Each of the 20 calendars can have an unlimited number of events. 20 staff configuring appointments. This allows for up to 20 staff to configure their available times for booking one-on-one appointments with patrons. 20 spaces. Up to 20 rooms can have their available time listed for online booking by patrons. -includes Custom Domain Mapping AMOUNT $1,018.00 City Attorney Approved Version 1/30/13 4 1 ea TOTAL LibAnswers Platform -includes: -LibAnswers Subscription -Custom Domain Mapping -LibChat with Unlimited Chat Operators -Systems and Services Management Tool -Social Media Management Tool -SMS texting with annual message units package -Reference Analytics (5 instances) -Unlimited Groups -Email Integration -Twitter Integration -Statistics -Custom Question Submission Form -Widgets and APl's $1,544.00 $2,562.00 City Attorney Approved Version 1/30/13 5 A~D 8 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 01/29/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Frank Giaquinto NAME: Alwex Inc iA~gN:0 Ext\: (212) 962-7930 I r..e~. Nol: (212) 208-3046 15 Maiden Lane E-MAIL frank@alwex.com ADDRESS: Floor9 INSURER($) AFFORDING COVERAGE NAIC# New York NY 10038 INSURER A: Hanover Insurance 22292 INSURED INSURER B: Chubb 20281 Springshare LLC INSURERC: 801 Brickel Ave, Ste 900 INSURER D: INSURER E: Miami FL 33131 INSURER F: COVERAGES CERTIFICATE NUMBER: 20-21 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICYEFF POLICY EXP LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -~ CLAIMS-MADE [81 OCCUR Uf\MAGE TU """' I CCU PREMISES /Ea occurrence\ $ 100,000 MED EXP (Any one person) $ 10,000 -A y LZY A219115 07 02/10/2020 -02/10/2021 PERSONAL &ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 '.:8JPOLICY □rm □LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ /Ea accident\ -ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -HIRED -NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY <Per accident) $ --$ X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ -A EXCESS LIAB CLAIMS-MADE y UHY A219144 07 02/10/2020 02/10/2021 AGGREGATE $ 2,000,000 ✓ DED I I RETENTION $ $ 2,000,000 WORKERS COMPENSATION I ~JfruTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN -· ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ Professional Liability $2,000,000 $25,000 ded B Cyber Liability D95120350 02/10/2020 02/10/2021 $2,000,000 $25,000 ded ✓ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is included as additional insured as per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. Debbie Jo McCool AUTHORIZED REPRESENTATIVE 1775 Dove Lane Carlsbad CA 92011 4-~---I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD LZYA21911507 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured -Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage -Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments -Extended Reporting Period Included 9. Newly Acquired or Formed Organizations -Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits -Bail Bonds $2,500 -Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II -WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and LZYA21911507 advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION Ill -LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured -Primary and Non- Contributory The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured -Primary and Non- Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II -WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. 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 inc. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 b. Excesslnsurance (1) This insurance is excess over 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 Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional lnsured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I - COVERAGE A -BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B 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. (3) 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: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) 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. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each LZYA21911507 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 3. Blanket Waiver of Subrogation The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V -DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I -COVERAGES, COVERAGE A - BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b. The following is added to SECTION V - DEFINTIONS: 24. "Customers goods" means property of your customer on your premises for the purpose of being: 421-2915 0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments -Extended Reporting Period a. SECTION I -COVERAGES, COVERAGE C - MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(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 b. This coverage does not apply if COVERAGE C -MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION II -WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. LZYA21911507 10. Non-Owned Watercraft SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 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. 11. Supplementary Payments Increased Limits SECTION I -SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d.AII reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 LZYA21911507 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT - TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured -Broad Form Vendors Included 2. Additional Insured -Employee and Volunteer Worker Broadened Bodily Injury Coverage Included 3. Aggregate Limit per Location Included 4. Aircraft -Nonowned Hired, Chartered or Loaned with Paid Crew Included 5. Alienated Premises Included 6. Broad Form Named Insured Included 7. Damage to your Product $50,000 8. Extended Property Damage Included 9. Incidental Malpractice (Employed nurses, EMT's & paramedics) Included 10. Mobile Equipment Redefined Included 11. Personal Injury-Broad Form Included 12. Product Recall Expense -Each Occurrence Limit $25,000 -Aggregate Limit $50,000 -Deductible $500 Property Damage Legal Liability -Broad Form 13. -Fire, Lightning, Explosion, Smoke and Leakage from Fire Protective Systems $1,000,000 Damage Limit This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured -Broad Form Vendors The following is added to SECTION II -WHO IS AN INSURED: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 1 of 6 exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, 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 sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) 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; (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or om1ss1ons or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in sub-paragraphs (4) or (6) above; or (b) 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. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11 )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. LZYA21911507 d. With respect to the insurance afforded to these vendors, the following is added to SECTION Ill -LIMITS OF INSURANCE: The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured -Employee and Volunteer Worker Broadened Bodily Injury Coverage The following is added to SECTION II -WHO IS AN INSURED, Paragraph 2.a.(1 ): Your "employees" and "volunteer workers" are insured for "bodily injury" that results from the providing of or failure to provide first aid by an "employee" or "volunteer worker", other than a licensed medical provider. 3. Aggregate Limit Per Location a. SECTION Ill -LIMITS OF INSURANCE, the General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. b. For purpose of this coverage only, the following is added to SECTION V - DEFINITIONS: "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. 4. Aircraft -Nonowned Hired, Chartered or Loaned with Paid Crew The following is added to SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.: This exclusion does not apply to: g. Aircraft, Auto or Watercraft An aircraft you do not own that is hired, chartered or loaned with a paid crew. This exception does not apply if the insured has any other valid and collectible insurance for "bodily injury" or "property damage" liability that would also be covered under this provision, whether the other insurance is primary, excess, contingent or on any other basis. In that case, this provision does not provide any insurance. 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 2 of 6 5. Alienated Premises SECTION I -COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph j.(2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 6. Broad Form Named Insured If you are designated in the Declarations as anything other than an individual, then any organization: a. Over which you maintained a combined ownership interest of more than 50% on the effective date of this policy; b. That is not a partnership, joint venture or limited liability company; and c. That is not excluded by any endorsement to this policy, will qualify as a Named Insured if there is no other similar insurance available to that organization, or that would be available but for exhaustion of its limits. Any such organization will cease to qualify as a Named Insured as of the date during the policy period when the combined ownership interest of the Named Insureds in the organization equals or falls below 50%. 7. Damage to Your Product SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph k. Damage to Your Product is replaced by the following: "Property damage" to "your product" if caused by any of the following: (1) Delay in, or failure to begin, complete or deliver, "your product"; (2) Loss of market; (3) Any fraudulent, malicious, criminal or intentional act committed by an insured or with an insured's consent or knowledge; or (4) Wear or tear, or gradual deterioration. Subject to the Products Completed Operations Aggregate Limit, the Damage to "Your Product" Limit shown in the Schedule above is the most that we will pay because of all "property damage" to "your product" arising out of any one "occurrence". LZYA21911507 Coverage provided by this section is subject to the Retention stated in the Declarations, and is subject to all other policy terms and conditions. 8. Extended Property Damage SECTION I -COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph a. is replaced by the following: a. Expected or intended Injury Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 9. Incidental Malpractice -Employed Nurses, EMT's and Paramedics SECTION II -WHO IS AN INSURED, Paragraph 2.a.(1)(d) does not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 10. Mobile Equipment Redefined SECTION V -DEFINITIONS, Definition 12. "Mobile Equipment", paragraph f.(1) does not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. 11. Personal Injury -Broad Form a. SECTION I -COVERAGES, COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions, subparagraph e. is deleted. b. SECTION V -DEFINITIONS, Definition 14, "Personal and advertising injury" subparagraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The following is added to SECTION V - DEFINITIONS, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 3 of 6 prospective employment or tennination of any person or persons by an insured. d. The following is added to SECTION V - DEFINITIONS: "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. This coverage does not apply if COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY is excluded either by the provisions of the Coverage Form or by endorsement. 12. Product Recall Expense a. SECTION I -COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph n. is replaced by the following: n. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, this exception to the exclusion does not apply to "product recall expenses" resulting solely from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; LZYA21911507 (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (1 0)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; (11 )Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. The following is added to SECTION II -WHO IS AN INSURED, Paragraph 3.: COVERAGE A does not apply to "product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. c. For the purposes of this endorsement only, the following is added to SECTION Ill -LIMITS OF INSURANCE: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and rules stated below fix the most we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds: (2) "Covered Recalls" initiated: or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Expense Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 4 of 6 Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Product Recall Expense Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance 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 the purposes of determining the Limits of Insurance. d. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must take the following actions in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled, including a description of "your product" and the reason for the withdrawal or recall; and (2) Cease any . further release, shipment, consignment or any other method of LZYA21911507 distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. The following definitions are added to SECTION V -DEFINITIONS: "Covered recall," means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". "Product recall expense" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage; (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" including transportation and ac- commodations; (6) Expenses to rent additional ware- house or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal; You incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". f. This Product Recall Expense Coverage does not apply: (1) If the "products -completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 13. Property Damage Legal Liability -Broad Form 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 5 of 6 a. SECTION I -COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, the last paragraph (after the exclusions) is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION Ill - LIMITS OF INSURANCE. b. SECTION Ill -LIMITS OF INSURANCE, Paragraph 6. is replaced by the following: 6. Subject to Paragraph 5. above, The Damage to Premises Rented to You Limit is the most we will pay under COVERAGE A for damages because of "property damage" to any one premises from fire, lightning, explosion, smoke and leakage from fire protective systems to premises, while rented to you or temporarily occupied by you with permission of the owner. The Damage to Premises Rented to You Limit is the higher of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. This limit will apply to all damage caused by the same event, whether such damage LZYA21911507 results from fire, lightning, explosion, smoke, leakage from fire protective systems or any combination of any of these. c. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance, subparagraph b. Excess Insurance, item (a)(ii) is replaced by the following: (ii) That is fire, lightning, explosion, smoke or leakage from fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; or d. SECTION V -DEFINITIONS, Definition 9. "Insured contract", Paragraph a. is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". e. This coverage does not apply if Damage to Premises Rented to You is excluded either by the provisions of the Coverage Part or by endorsement. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 6 of 6 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR LIBCAL AND LIBANSWERS WEB SOFTWARE SERVICES SPRINGSHARE, LLC This Amendment No. 2 is entered into and effective as of the 7 day of 6 , 2019, extending and amending the agreement dated February 9, 2017 (the "A reement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Springshare, LLC, a limited liability company ("Contractor") (collectively, the "Parties"). RECITALS A. On February 9, 2017, the Parties entered into and executed the original Agreement for UbCal and LibAnswers web software services; and 8. On February 7, 2018, the Parties executed Amendment No. 1 to the Agreement to amend and extend the Agreement for a period of one year ending on February 8, 2019; and C. The Parties desire to amend the term of the Agreement and extend the Agreement for an additional period of one year, beginning February 9, 2019 and expiring on February 8, 2020; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fees. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Producer 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". 2. City will pay Contractor for all work associated with those services, described in Exhibit "A" to this Amendment, in an amount not-to-exceed two thousand, four hundred eighty- seven dollars ($2,487) annually. 3. Contractor will complete Web Service Integration work within ninety (90) days of execution of amendment and all other services as described in Exhibit "A" by February 8, 2020. 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 Producer pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill /II City Attorney Approved Version 1/30/13 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Producer each represent and warrant that they have the legal power, right and actual authority to bind Producer to the terms and conditions of this Amendment. CONTRACTOR By: la~ cl~le.,__ (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By· [j{Afw ~i,~ HEATHER PIZZUTO GAily C/i,Ml<,J, Opc;e.Rf,o;Js !Yl0K (print name/title) Library & Cultural Arts Director By: (sign here) (print name/title) ATTEST: (kJ:rrlffL ~ARBARAENGLESON /; ~ity Clerk If required by City, proper notarial acknowledgment of execution by Producer 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: Assistant City Attorney City Attorney Approved Version 1 /30/13 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE The Contractor will provide customized library solutions web software including an end-to- end online reference platform software known as "LibAnswers," and a calendaring and event management platform software are known as "LibCal." "LibAnswers" software offers email, chat, SMS & Twitter channels, creates unlimited FAQs, a searchable public knowledge base, full reference statistics, and chat anywhere which is mobile and tablet friendly. "LibCal" is an easy to use calendaring and event management platform for libraries and used extensively in the library industry. The software provides the City the ability to manage online room bookings for various locations. The following information must be adhered to by the Contractor as a part of the Agreement: 1. OWNERSHIP OF DATA. Contractor does not own any data, information or material that is submitted to the Software ("Customer Data"). The City, not Contractor, shall have sole responsibility for accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss, and failure to store any Customer Data. 2. NON-DISCLOSURE. Contractor will not use City's Customer Data for purposes other than those necessary to directly further the purposes of the Agreement. Neither party will disclose to third parties Customer Data without the prior written consent of the non-disclosing party. 3. SERVICES. Contractor shall be responsible for securing, managing, scheduling, coordinating and supervising Contractor personnel, in performing any Services. Any change to the scope of Services must be in writing signed by both parties. The proposed Software Services must be securely hosted, and hosting locations will be located in the United States. 4. PRIVACY. No personally identifiable information will be disseminated by Contractor to any third parties, except as consented to by City or required by law. If such dissemination is required by law, Contractor agrees to inform City before any such dissemination if permitted by law. 5. AVAILABILITY. The contractor will use commercially reasonable efforts to ensure Contractor systems obtain an operational 99.8% uptime. Contractor agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect uptime, or that is likely to cause any material interruption or disruption in Web Software Services of "LibCal" and "LibAnswers." Notice of scheduled maintenance shall occur three (3) days prior to scheduled downtime. In the event planned emergency maintenance is required, Contractor will make commercially reasonable efforts to notify City in advance. In the event of a disaster of Contractor's primary data center, Contractor will restore services in its secondary center within four (4) hours of a disaster declaration. Post Mortem meeting will be held as needed following any outages to identify root cause and specify corrective and/or preventative actions needed to prevent recurrence. Corrective and preventative action plans, as relevant, will be shared with City via email. City Attorney Approved Version 1/30/13 3 6. INTEGRATION. Contractor will offer Web Service integration with the City's Integrated Library System (ILS). Contractor will work with City to integrate the Web Service connection. Integration will occur within ninety (90) days of execution of amendment. 7. INSURANCE. Contractor will obtain and maintain policies of commercial general liability insurance, professional liability, and cyber insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 8. PRODUCTS AND SERVICES COST DETAIL QUANTITY 1 1 TOTAL DESCRIPTION LibCal 20/20/20 -includes Custom Domain Mapping LibAnswers Platform -includes: -LibAnswers Subscription -Custom Domain Mapping -LibChat with Unlimited Chat Operators -Systems and Services Management Tool -Social Media Management Tool -SMS texting with annual message units package -Reference Analytics (5 instances) -Unlimited Groups -Email Integration -Twitter Integration -Statistics -Custom Question Submission Form -Widgets and APl's AMOUNT $988.00 $1,499.00 $2,487.00 City Attorney Approved Version 1/30/13 4 ACORD9 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 02/07/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Frank Giaquinto NAME: Alwex Inc ritJgNJ0 Extl: (212) 962-7930 I FAX !A/C Nol: (212) 208-3046 15 Maiden Lane ltlJ~ss: frank@alwex.com Floor 9 INSURER($) AFFORDING COVERAGE NAIC# New York NY 10038 INSURER A: Hanover Insurance 22292 INSURED INSURERB: Chubb Inc 20281 Springshare LLC INSURERC: 801 Brickel Ave, Ste 900 INSURER D: INSURER E: Miami FL 33131 INSURER F: COVERAGES CERTIFICATE NUMBER: 19-20 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER !MM/DDIYYYYl !MM/DD/YYYYl X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 I CLAIMS-MADE [xi OCCUR UAMAC,t: TO "L"' t:U 100,000 PREMISES /Ea occurrence\ $ MED EXP (Any one person) $ 10,000 -A y LZY A219115 06 02/10/2019 02/10/2020 PERSONAL & ADV INJURY $ 1,000,000 >-- GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000.000 P5l □PRO-□LOG 2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT !Ea accident)-$ -ANY AUTO BODILY INJURY (Per person) $ --OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -HIRED >--NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY /Per accident\ $ --$ X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 2,000,000 -A EXCESS LIAB CLAIMS-MADE y UHY A219144 06 02/10/2019 02/10/2020 AGGREGATE $ 2,000,000 OED I I RETENTION $ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) EL DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ E&O Liability $1,000,000 $25,000 ded B Cyber Liability G25609165003 02/10/2019 02/10/2020 $1,000,000 $25,000 ded DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The certificate holder is included as additional insured as per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. Debbie Jo McCool AUTHORIZED REPRESENTATIVE 1775 Dove Lane Carlsbad CA 92011 #------I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD LL. I r'\.L. I ;;J I IV VV VVVVV I .._, THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured -Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage -Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments -Extended Reporting Period Included 9. Newly Acquired or Formed Organizations -Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits -Bail Bonds $2,500 -Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II -WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and LLY ALH:111 o Uo 8oU8oHJ advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION Ill -LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured -Primary and Non- Contributory The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured -Primary and Non- Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II -WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. 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 inc. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 b. Excesslnsurance (1) This insurance is excess over 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 Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional lnsured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I - COVERAGE A -BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B 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. (3) 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: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) 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. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each LL J /"'\L I ":::J I IV UV UUUU'-1 I ;;J 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 3. Blanket Waiver of Subrogation The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V -DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I -COVERAGES, COVERAGE A - BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b. The following is added to SECTION V - DEFINTIONS: 24. "Customers goods" means property of your customer on your premises for the purpose of being: 421-2915 0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments -Extended Reporting Period a. SECTION I -COVERAGES, COVERAGE C - MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(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 b. This coverage does not apply if COVERAGE C -MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION II -WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. LLY AL1!:J11o Uo !::!oU!::101!:J 10. Non-Owned Watercraft SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 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. 11. Supplementary Payments Increased Limits SECTION I -SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d.AII reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 LL..J M.L IV I I...J V...J UUVU...J l.:::J THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT - TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured -Broad Form Vendors Included 2. Additional Insured -Employee and Volunteer Worker Broadened Bodily Injury Coverage Included 3. Aggregate Limit per Location Included 4. Aircraft -Nonowned Hired, Chartered or Loaned with Paid Crew Included 5. Alienated Premises Included 6. Broad Form Named Insured Included 7. Damage to your Product $50,000 8. Extended Property Damage Included 9. Incidental Malpractice (Employed nurses, EMT's & paramedics) Included 10. Mobile Equipment Redefined Included 11. Personal Injury -Broad Form Included 12. Product Recall Expense -Each Occurrence Limit $25,000 -Aggregate Limit $50,000 -Deductible $500 Property Damage Legal Liability -Broad Form 13. -Fire, Lightning, Explosion, Smoke and Leakage from Fire Protective Systems $1,000,000 Damage Limit This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured -Broad Form Vendors The following is added to SECTION II -WHO IS AN INSURED: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 1 of6 exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, 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 sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) 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; (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or om1ss1ons or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in sub-paragraphs (4) or (6) above; or (b) 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. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11 )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. LLY AL1811o Uo 8008018 d. With respect to the insurance afforded to these vendors, the following is added to SECTION Ill -LIMITS OF INSURANCE: The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured -Employee and Volunteer Worker Broadened Bodily Injury Coverage The following is added to SECTION II -WHO IS AN INSURED, Paragraph 2.a.(1 ): Your "employees" and "volunteer workers" are insured for "bodily injury" that results from the providing of or failure to provide first aid by an "employee" or "volunteer worker", other than a licensed medical provider. 3. Aggregate Limit Per Location a. SECTION Ill -LIMITS OF INSURANCE, the General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. b. For purpose of this coverage only, the following is added to SECTION V - DEFINITIONS: "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. 4. Aircraft -Nonowned Hired, Chartered or Loaned with Paid Crew The following is added to SECTION I COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.: This exclusion does not apply to: g. Aircraft, Auto or Watercraft An aircraft you do not own that is hired, chartered or loaned with a paid crew. This exception does not apply if the insured has any other valid and collectible insurance for "bodily injury" or "property damage" liability that would also be covered under this provision, whether the other insurance is primary, excess, contingent or on any other basis. In that case, this provision does not provide any insurance. 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 2 of6 5. Alienated Premises SECTION I -COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph j.(2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 6. Broad Form Named Insured If you are designated in the Declarations as anything other than an individual, then any organization: a. Over which you maintained a combined ownership interest of more than 50% on the effective date of this policy; b. That is not a partnership, joint venture or limited liability company; and c. That is not excluded by any endorsement to this policy, will qualify as a Named Insured if there is no other similar insurance available to that organization, or that would be available but for exhaustion of its limits. Any such organization will cease to qualify as a Named Insured as of the date during the policy period when the combined ownership interest of the Named Insureds in the organization equals or falls below 50%. 7. Damage to Your Product SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph k. Damage to Your Product is replaced by the following: "Property damage" to "your product" if caused by any of the following: (1) Delay in, or failure to begin, complete or deliver, "your product"; (2) Loss of market; (3) Any fraudulent, malicious, criminal or intentional act committed by an insured or with an insured's consent or knowledge; or (4) Wear or tear, or gradual deterioration. Subject to the Products Completed Operations Aggregate Limit, the Damage to "Your Product" Limit shown in the Schedule above is the most that we will pay because of all "property damage" to "your product" arising out of any one "occurrence". L""-I /"'\L IV I I .,J V..J UUVU..J I V Coverage provided by this section is subject to the Retention stated in the Declarations, and is subject to all other policy terms and conditions. 8. Extended Property Damage SECTION I -COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph a. is replaced by the following: a. Expected or intended Injury Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 9. Incidental Malpractice -Employed Nurses, EMT's and Paramedics SECTION II -WHO IS AN INSURED, Paragraph 2.a.(1 )(d) does not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 10. Mobile Equipment Redefined SECTION V -DEFINITIONS, Definition 12. "Mobile Equipment", paragraph f.(1) does not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. 11. Personal Injury -Broad Form a. SECTION I -COVERAGES, COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions, subparagraph e. is deleted. b. SECTION V -DEFINITIONS, Definition 14, "Personal and advertising injury" subparagraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The following is added to SECTION V - DEFINITIONS, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 3 of6 prospective employment or termination of any person or persons by an insured. d. The following is added to SECTION V - DEFINITIONS: "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. This coverage does not apply if COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY is excluded either by the provisions of the Coverage Form or by endorsement. 12. Product Recall Expense a. SECTION I -COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph n. is replaced by the following: n. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, this exception to the exclusion does not apply to "product recall expenses" resulting solely from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; LLY AL1!:111b Ob 800801!:l (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; (11 )Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. The following is added to SECTION II -WHO IS AN INSURED, Paragraph 3.: COVERAGE A does not apply to "product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. c. For the purposes of this endorsement only, the following is added to SECTION Ill -LIMITS OF INSURANCE: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and rules stated below fix the most we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds: (2) "Covered Recalls" initiated: or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Expense Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 4 of 6 Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Product Recall Expense Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance 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 the purposes of determining the Limits of Insurance. d. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must take the following actions in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled, including a description of "your product" and the reason for the withdrawal or recall; and (2) Cease any further release, shipment, consignment or any other method of LL J /"'\£. I V I IV UV UUUUV I V distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. The following definitions are added to SECTION V -DEFINITIONS: "Covered recall," means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". "Product recall expense" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage; (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" including transportation and ac- commodations; (6) Expenses to rent additional ware- house or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal; You incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". f. This Product Recall Expense Coverage does not apply: (1) If the "products -completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 13. Property Damage Legal Liability -Broad Form 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 5 of6 a. SECTION I -COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, the last paragraph (after the exclusions) is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION Ill - LIMITS OF INSURANCE. b. SECTION Ill -LIMITS OF INSURANCE, Paragraph 6. is replaced by the following: 6. Subject to Paragraph 5. above, The Damage to Premises Rented to You Limit is the most we will pay under COVERAGE A for damages because of "property damage" to any one premises from fire, lightning, explosion, smoke and leakage from fire protective systems to premises, while rented to you or temporarily occupied by you with permission of the owner. The Damage to Premises Rented to You Limit is the higher of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. This limit will apply to all damage caused by the same event, whether such damage LLY A:l1!:J11!:> Uo 8008!:>1!:J results from fire, lightning, explosion, smoke, leakage from fire protective systems or any combination of any of these. c. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance, subparagraph b. Excess Insurance, item (a)(ii) is replaced by the following: (ii) That is fire, lightning, explosion, smoke or leakage from fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; or d. SECTION V -DEFINITIONS, Definition 9. "Insured contract", Paragraph a. is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". e. This coverage does not apply if Damage to Premises Rented to You is excluded either by the provisions of the Coverage Part or by endorsement. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 6 of6 AMENDMENT NO.1 TO EXTEND AND AMEND THE AGREEMENT FOR LIBCAL AND LIBANSWERS WEB SOFTWARE SERVICES SPRINGSHARE, LLC This Amendment No.1 is entered into and effective as of the ::J!bday of-L 1 , 2018, amending and extending the agreement dated February 9, 2017 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Springshare, LLC , a limited liability company ("Contractor") (collectively, the "Parties"). RECITALS A. The Parties desire to amend the term of the Agreement and to extend the Agreement for an additional period of one year beginning on February 9, 2018 and expiring on February 8, 2019; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fees. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. City will pay Contractor for all work associated with those services, described in Exhibit "A" to this Amendment, in an amount not-to-exceed two thousand, forty-eight dollars ($2,048) annually. 2. Contractor will complete all work described in Exhibit "A" to this Amendment by February 8, 2019. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 9/27/16 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. CONTRACTOR (sign here) GA~j CA 1Mk111ii N\6R OP~R.A-Tt~N5 (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California Library & Cultural Arts Director ATTEST: \ ~RlfL~t- BARBARA ENGLESON D' u ~ City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: Assistant City Attorney City Attorney Approved Version 9/27/16 2 EXHIBIT "A" The Contractor will provide customized library solutions web software including an end-to- end online reference platform software known as "LibAnswers," and a calendaring and event management platform software are known as "LibCal." "LibAnswers" software offers email, chat, SMS & Twitter channels, creates unlimited FAQs, a searchable public knowledge base, full reference statistics, and chat anywhere which is mobile and tablet friendly. "LibCal" is an easy to use calendaring and event management platform for libraries and used extensively in the library industry. The software provides the City the ability to manage online room bookings for various locations. The following information must be adhered to by the Contractor as a part of the Agreement: 1. OWNERSHIP OF DATA. Contractor does not own any data, information or material that is submitted to the Software ("Customer Data"). The City, not Contractor, shall have sole responsibility for accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss, and failure to store any Customer Data. 2. NON-DISCLOSURE. Contractor will not use City's Customer Data for purposes other than those necessary to directly further the purposes of the Agreement. Neither party will disclose to third parties Customer Data without the prior written consent of the non-disclosing party. 3. SERVICES. Contractor shall be responsible for securing, managing, scheduling, coordinating and supervising Contractor personnel, in performing any Services. Any change to the scope of Services must be in writing signed by both parties. The proposed Software Services must be securely hosted, and hosting locations will be located in the United States. 4. PRIVACY. No personally identifiable information will be disseminated by Contractor to any third parties, except as consented to by City or required by law. If such dissemination is required by law, Contractor agrees to inform City before any such dissemination if permitted by law. 5. AVAILABILITY. The contractor will use commercially reasonable efforts to ensure Contractor systems obtain an operational 99.8% uptime. Contractor agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect uptime, or that is likely to cause any material interruption or disruption in Web Software Services of "LibCal" and "LibAnswers." Notice of scheduled maintenance shall occur three (3) days prior to scheduled downtime. In the event planned emergency maintenance is required, Contractor will make commercially reasonable efforts to notify City in advance. In the event of a disaster of Contractor's primary data center, Contractor will restore services in its secondary center within four (4) hours of a disaster declaration. Post Mortem meeting will be held as needed following any outages to identify root cause and specify corrective and/or preventative actions needed to prevent recurrence. Corrective and preventative action plans, as relevant, will be shared with City via email. 6. INTEGRATION. Contractor will offer Standard Interchange Protocol Version 2 (SIP2) integration with the City's Integrated Library System (ILS). Contractor will work with City to integrate the SIP2 connection. Integration will occur within ninety (90) days of execution of amendment. City Attorney Approved Version 9/27/16 3 JU RAT WITH AFFIANT STATEMENT State of --'-N~e _::w __ y,__Drl_< __ _ } ,; County of ~,-~JS ___________ _ EI See Attached Document (Notary to cross out lines l· 7 below) D See Statement Below (Lines 1-·7 to be completed only l)y clocurnent s1gneri not Notary) _'4_5----+-fl __ j_tt1i-_lu.-_ -------·-·-·······-··· Signature of Document Signer No. 1 MAN VUEN 'flP Notary PuNic • State of New Yor~ NO. 01YIC3234M aualifiecl in aueon, County My Commission Expires Apr 20, ~019 Place Notary Seal/Stamp A/Jove Signoture of Document Signer No. 2 (if any) Subscnbecl dlld swom to (or c1ffirn1ecl) before me this 1--}=-cl,iy of Jqr'lvtY."::/ __ . _)---~/J by Date Mont/J ( YeOI S _________ ( /2,M t,,_ Nome of No. 1 11/cmie of No. 2 ('f cmy) of Notory Puh/ic ~J{, Ji;,y o~, R:L,c1 ~ounotion (Resiclence. E'xptrotion Dute. etc.) ~----------------OPTIONAL-----------------, This section is required for rwtorizattons 1n Arizono but Is op/101101 111 ot/11°1 stote~ tll/5 informo'.ion. can deter olteration of the documA,~;~J::~rt r~~a.c/t(g of:~:i;;J to ~:1,intA1~;::tori~~e,1~ 1 e,,,,e ... { -+a-- Descnpt,on of Attached Document Title 01 Type of Document L,. b(C( I qJ L, ki~.swerj VVe ~---S,itul,(,ll'{ --Serv.-<.(l) ____ >e,; 1'.)ha.~, L LC DocumentDate:._._~!__(_7:_?:__/ 20/l . ________ .. Nurnbc1 ofPc1gEs'f J~(IJeJh,5 __ f"f- Sig11e1(s) Othn Tllan Named Above: NO 0f)w,-____ _5 r)M!. r ____ ·---------·---------·--·---·- . 2017 National Notary Association Ml304-06 (09/17) ACORD9 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 02/07/2018 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 CONTACT Haley Romanowich NAME: Alwex Inc rt2N:0 Extl: (212)962-7930 I r:tNol: (212)208-3046 15 Maiden Lane E-MAIL haley@alwex.com ADDRESS: Floor 9 INSURER(S) AFFORDING COVERAGE NAIC# New York NY 10038 INSURER A: Hanover Insurance 22292 INSURED INSURER B: Chubb Indemnity Insurance Co Springshare LLC INSURER C: 801 Brickel Ave, Ste 900 INSURERD: INSURERE: Miami FL 33131 INSURER F: COVERAGES CERTIFICATE NUMBER: CL 182701317 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IM M/DD/YYYYl IMM/DD/YYYYl X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -:=J CLAIMS-MADE [81 OCCUR DAMAlitc I u KtcN 'CCU 100,000 PREMISES /Ea occurrence\ $ -MED EXP (Any one person) $ 10,000 A y LZFA21911505 02/10/2018 02/10/2019 PERSONAL &ADV INJURY $ 1,000,000 -GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ DPRO-DLOC PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER: Employee Benefits $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ -(Ea accident\ ANY AUTO BODILY INJURY (Per person) $ --OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -HIRED -NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ --$ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D NIA E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ Professional B G25609165002 02/10/2018 02/10/2019 $1,000,000 limit DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is included as additional insured as per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. Debbie Jo McCool AUTHORIZED REPRESENTATIVE 1775 Dove Lane Carlsbad CA 92011 #-----I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD LZY A219115 05 8608519 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured -Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage -Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments -Extended Reporting Period Included 9. Newly Acquired or Formed Organizations -Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits -Bail Bonds $2,500 -Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II -WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and LZY A219115 05 8608519 advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION Ill -LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured Primary and Non- Contributory The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured Contributory Primary and Non- If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II -WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. 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 inc. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 b. Excesslnsurance (1) This insurance is excess over 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 Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional lnsured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I - COVERAGE A -BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B 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. (3) 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: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) 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. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each LZY A219115 05 8608519 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 3. Blanket Waiver of Subrogation The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V -DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I -COVERAGES, COVERAGE A - BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amer:ided as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b. The following is added to SECTION V - DEFINTIONS: 24. "Customers goods" means property of your customer on your premises for the purpose of being: 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments -Extended Reporting Period a. SECTION I -COVERAGES, COVERAGE C - MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(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 b. This coverage does not apply if COVERAGE C -MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION II -WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. LZY A219115 05 8608519 10. Non-Owned Watercraft SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 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. 11. Supplementary Payments Increased Limits SECTION I -SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d.AII reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 LZY A219115 05 8608519 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT - TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured -Broad Form Vendors Included 2. Additional Insured -Employee and Volunteer Worker Broadened Bodily Injury Coverage Included 3. Aggregate Limit per Location Included 4. Aircraft -Nonowned Hired, Chartered or Loaned with Paid Crew Included 5. Alienated Premises Included 6. Broad Form Named Insured Included 7. Damage to your Product $50,000 8. Extended Property Damage Included 9. Incidental Malpractice (Employed nurses, EMT's & paramedics) Included 10. Mobile Equipment Redefined Included 11. Personal Injury -Broad Form Included 12. Product Recall Expense -Each Occurrence Limit $25,000 -Aggregate Limit $50,000 -Deductible $500 Property Damage Legal Liability -Broad Form 13. -Fire, Lightning, Explosion, Smoke and Leakage from Fire Protective Systems $1,000,000 Damage Limit This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured -Broad Form Vendors The following is added to SECTION II -WHO IS AN INSURED: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 1 of 6 exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, 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 sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) 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; (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or om1ss1ons or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in sub-paragraphs (4) or (6) above; or (b) 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. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11 )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. LZY A219115 05 8608519 d. With respect to the insurance afforded to these vendors, the following is added to SECTION Ill -LIMITS OF INSURANCE: The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured -Employee and Volunteer Worker Broadened Bodily Injury Coverage The following is added to SECTION II -WHO IS AN INSURED, Paragraph 2.a.(1): Your "employees" and "volunteer workers" are insured for "bodily injury" that results from the providing of or failure to provide first aid by an "employee" or "volunteer worker", other than a licensed medical provider. 3. Aggregate Limit Per Location a. SECTION Ill -LIMITS OF INSURANCE, the General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. b. For purpose of this coverage only, the following is added to SECTION V - DEFINITIONS: "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. 4. Aircraft -Nonowned Hired, Chartered or Loaned with Paid Crew The following is added to SECTION I COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.: This exclusion does not apply to: g. Aircraft, Auto or Watercraft An aircraft you do not own that is hired, chartered or loaned with a paid crew. This exception does not apply if the insured has any other valid and collectible insurance for "bodily injury" or "property damage" liability that would also be covered under this provision, whether the other insurance is primary, excess, contingent or on any other basis. In that case, this provision does not provide any insurance. 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 2 of 6 5. Alienated Premises SECTION I -COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph j.(2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 6. Broad Form Named Insured If you are designated in the Declarations as anything other than an individual, then any organization: a. Over which you maintained a combined ownership interest of more than 50% on the effective date of this policy; b. That is not a partnership, joint venture or limited liability company; and c. That is not excluded by any endorsement to this policy, will qualify as a Named Insured if there is no other similar insurance available to that organization, or that would be available but for exhaustion of its limits. Any such organization will cease to qualify as a Named Insured as of the date during the policy period when the combined ownership interest of the Named Insureds in the organization equals or falls below 50%. 7. Damage to Your Product SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph k. Damage to Your Product is replaced by the following: "Property damage" to "your product" if caused by any of the following: (1) Delay in, or failure to begin, complete or deliver, "your product"; (2) Loss of market; (3) Any fraudulent, malicious, criminal or intentional act committed by an insured or with an insured's consent or knowledge; or (4) Wear or tear, or gradual deterioration. Subject to the Products Completed Operations Aggregate Limit, the Damage to "Your Product" Limit shown in the Schedule above is the most that we will pay because of all "property damage" to "your product" arising out of any one "occurrence". LZY A219115 05 8608519 Coverage provided by this section is subject to the Retention stated in the Declarations, and is subject to all other policy terms and conditions. 8. Extended Property Damage SECTION I -COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph a. is replaced by the following: a. Expected or intended Injury Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 9. Incidental Malpractice -Employed Nurses, EMT's and Paramedics SECTION II -WHO IS AN INSURED, Paragraph 2.a.(1 )(d) does not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 10. Mobile Equipment Redefined SECTION V -DEFINITIONS, Definition 12. "Mobile Equipment", paragraph f.(1) does not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. 11. Personal Injury-Broad Form a. SECTION I -COVERAGES, COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions, subparagraph e. is deleted. b. SECTION V -DEFINITIONS, Definition 14, "Personal and advertising injury" subparagraph b. is replaced by the following: b. Malicious prosec_ution or abuse of process. c. The following is added to SECTION V - DEFINITIONS, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc,, with it pennission. Page 3 of 6 prospective employment or termination of any person or persons by an insured. d. The following is added to SECTION V - DEFINITIONS: "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic ong1n, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. This coverage does not apply if COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY is excluded either by the provisions of the Coverage Form or by endorsement. 12. Product Recall Expense a. SECTION I -COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph n. is replaced by the following: n. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, this exception to the exclusion does not apply to "product recall expenses" resulting solely from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; LZY A219115 05 8608519 (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (1 0)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; (11 )Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. The following is added to SECTION II -WHO IS AN INSURED, Paragraph 3.: COVERAGE A does not apply to "product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. c. For the purposes of this endorsement only, the following is added to SECTION Ill -LIMITS OF INSURANCE: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and rules stated below fix the most we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds: (2) "Covered Recalls" initiated: or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Expense Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 4 of 6 Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Product Recall Expense Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance 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 the purposes of determining the Limits of Insurance. d. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must take the following actions in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled, including a description of "your product" and the reason for the withdrawal or recall; and (2) Cease any further release, shipment, consignment or any other method of LZY A219115 05 8608519 distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. The following definitions are added to SECTION V -DEFINITIONS: "Covered recall," means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". "Product recall expense" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage; (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" including transportation and ac- commodations; (6) Expenses to rent additional ware- house or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal; You incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". f. This Product Recall Expense Coverage does not apply: (1) If the "products -completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 13. Property Damage Legal Liability -Broad Form 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 5 of 6 a. SECTION I -COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, the last paragraph (after the exclusions) is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION Ill - LIMITS OF INSURANCE. b. SECTION Ill -LIMITS OF INSURANCE, Paragraph 6. is replaced by the following: 6. Subject to Paragraph 5. above, The Damage to Premises Rented to You Limit is the most we will pay under COVERAGE A for damages because of "property damage" to any one premises from fire, lightning, explosion, smoke and leakage from fire protective systems to premises, while rented to you or temporarily occupied by you with permission of the owner. The Damage to Premises Rented to You Limit is the higher of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. This limit will apply to all damage caused by the same event, whether such damage LZY A219115 05 8608519 results from fire, lightning, explosion, smoke, leakage from fire protective systems or any combination of any of these. c. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance, subparagraph b. Excess Insurance, item (a)(ii) is replaced by the following: (ii) That is fire, lightning, explosion, smoke or leakage from fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; or d. SECTION V -DEFINITIONS, Definition 9. "Insured contract", Paragraph a. is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". e. This coverage does not apply if Damage to Premises Rented to You is excluded either by the provisions of the Coverage Part or by endorsement. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-2926 06 15 Includes copyrighted material of Insurance Services Office, Inc., with it permission. Page 6 of 6 AGREEMENT FOR LIBCAL AND LIBANSWERS WEB SOFTWARE SERVICES SPRINGSHARE, LLC THIS AGREEMENT is made and entered into as of the Q-1-t, day o-F-~ L .2017 by and between the CITY OF CARLSBAD, a municipal corporation, (wr and S~SHARE, LLC a limited liability company, ("Contractor''). RECITALS City requires the professional services of a web service company that is experienced in customized library solutions which includes a searchable question and answer platform, and calendaring software which manages online calendar of events and offers room bookings. Contractor has the necessary experience in providing these professional software services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective from the date first written above, for a period of one ( 1) year with up to three (3) optional one (1) year extensions for a total of four (4) years. 3. COMPENSATION The total fee payable for the Software services will not exceed two thousand dollars ($2,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. City Attorney Approved Version 4/1/15 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. 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 four categories. 8. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 9. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. . In the event this Agreement is terminated, Contractor will make available to City a file of the Customer Data in XML format within 30 days of termination if City so request at the time of termination. 10. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. AMENDMENTS City Attorney Approved Version 4/1/15 2 This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 14. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR (sign here) G'AR..i c ht Mk,}J,. /'II(..,.~ ( tJ PfR..It T( IJtV s (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By:~Pi?~ HEATHER PIZZUTO, Library & Cultural Arts Director ATTEST: ~~rrl~~ -BARBARA ENGLESON U" ..._ City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Chairman, President, or Vice-President Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CELIA A. City Attorney Approved Version 4/1/15 3 EXHIBIT "A" SCOPE OF SERVICES The Contractor will provide customized library solutions web software including an end- to-end online reference platform software known as "LibAnswers", and a calendaring and event management platform software known as "LibCal". "LibAnswers" software offers email, chat, SMS & Twitter channels, creates unlimited FAQs, a searchable public knowledge base, full reference statistics, and chat anywhere which is mobile and tablet friendly. "LibCal" is an easy to use calendaring and event management platform for libraries and used extensively in the library industry. The software provides the City the ability to manage online room bookings for various locations. The following information must be adhered to by the Contractor as a part of the Agreement: OWNERSHIP OF DATA: Contractor does not own any data, information or material that is submitted to the Software ("Customer Data"). The City, not Contractor, shall have sole responsibility for accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data NON-DISCLOSURE. Contractor will not use City's Customer Data for purposes other than those necessary to directly further the purposes of the Agreement. Neither party will disclose to third parties Customer Data without prior written consent of the non-disclosing party. SERVICES. Contractor shall be responsible for securing, managing, scheduling, coordinating and supervising Contractor personnel, in performing any Services. Any change to the scope of Services must be in writing signed by both parties. The proposed Software Services must be securely hosted, and hosting locations will be located in the United States. PRIVACY. No personally identifiable information will be disseminated by Contractor to any third parties, except as consented to by City or required by law. If such dissemination is required by law, Contractor agrees to inform City prior to any such dissemination if permitted by law. AVAILABLITY. Contractor will use commercially reasonable efforts to ensure Contractor systems obtain an operational 99.8% uptime. Contractor agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect uptime, or that is likely to cause any material interruption or disruption in Web Software Services of "LibCal" and "LibAnswers". Notice of scheduled maintenance shall occur three (3) days prior to scheduled downtime. In the event planned emergency maintenance is required, Contractor will make commercially reasonable efforts to notify City in advance. In the event of a disaster at Contractor's primary data center, Contractor will restore services in its secondary center within four (4) hours of disaster declaration. Post Mortem meeting will be held as needed following any outages to identify root cause and specify corrective and/or preventive actions needed to prevent recurrence. Corrective and preventive action plans, as relevant, will be shared with City via email. INTEGRATION. Contractor will offer Standard Interchange Protocol Version 2 (SIP2) integration with the City's Integrated Library System (ILS}. Contractor will work with City to integrate the SIP2 connection. Integration will occur within sixty (60) days of product Go Live. Go Live Date means the date on which Services are accepted by City for operational use. City Attorney Approved Version 4/1/15 4 JURAT WITH AFFIANT STATEMENT ;<::-m.&>:R:<:~-t:X:<:<:v<'X:JX:.Q'&::R:<:-<'%:vf!X:X:X:.G<:£(:(~-?t::<:Y:C.i<'~~K:X''KX&:s:XY.:'X~R:<:v<'X:~~M:<J<'~R:<:-<i<:&-0!, N •· 1 Yorl< State of ___ i?_vv ________ _ County of I<·; "~J) 0'see Attached Document (Notary to cross out lines 1-7 below) 0 See Statement Below (Lines 1-7 to be completed only by document signer[s], not Notary) ~------------------------------------------------------------------------ Signature of Document Signer No. 1 MAN YUEN YIP Notary Public -State of New York NO. 01 Yl6323466 J Qualified in Queens County },,..,~Commission Expires Apr 20, 2019 Place Notary Seal/Stamp Above Signature of Document Signer No. 2 (if any) Subscribed and sworn to (or affirmed) before me this 26 day of },"'"/( , Z-">l7, by Date Mon h Year ~Q7 s C h;Mk·;n Name of Signer No. 1 Name of Signer No. 2 (if any) Signature of Notary Public Any Other Required Information (Residence, Expiration Date, etc.) ------------------------------opnoNAL----------------------------- This section is required for notarizations performed in Arizona but is optional in other states. Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended docurr:ent. ~ Description of Attached Document spr''J .s q~ I LL c Title or Type of Document: A~reefY!Qrrt for L/b(a/ <:v.J Ll bqn~w~rj Web .5~f-fvtrt~.r€ Sc~v;-c_,":. Document Date: Jo..I'J 2 6 1 2 0/ 7 Number of Pages: !; f"' < /v~Je tk;) puJe Signer(s) Other Than Named Above: No oiher-s ;~~nt>r ----------.. I ,X;.'G<A~~~'O(.~~'Q0.~'0(.'<,X;;~:,<;;<.:~;~.l<0~~'0(.'0<.>-c.(,'C<.~'O(.~'<X;'O(.'§;.()<,::<e<,::<...'Q(lCx;'<X;>'G(;.'G(;.'G(;.'G'~ ©2014 National Notary Association· www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #25924