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HomeMy WebLinkAboutMariposa Productions Inc; 2021-08-26; PSALCA-22008CACity Attorney Approved Version 6/12/18 1 AGREEMENT FOR PERFORMING ARTIST IN RESIDENCE SERVICES MARIPOSA PRODUCTIONS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________, 2021, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and MARIPOSA PRODUCTIONS, INC., a State of Missouri Nonprofit Corporation, ("Contractor”, “Artist”), collectively (“Parties”) RECITALS City requires the professional services of a performing artist in residence that is experienced in providing artistic residency activities and services to compliment the William D. Cannon Art Gallery exhibit “Frida Kahlo’s Garden”. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2.TERM This Agreement will be effective for a period of 12 (twelve) months from the date first above written. 3.COMPENSATION The total fee payable for the Services to be performed will be all inclusive Flat Fee in the amount of seven thousand five hundred twenty-four dollars ($7,524). A list of all fees covered under the Flat Fee are listed in Exhibit “A”. City will pay Performer deposit of one thousand five hundred dollars ($1,500) upon a fully executed contract. The six thousand twenty-four dollars ($6,024) balance at the completion of the residency. The fee(s) due to the Contractor, may, at City’s sole discretion, be reduced on a pro-rata basis by the value of the services(s) not performed. 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, DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 Debbie Jo McCool Karen McGuire Richard SchultzDebbie Jo McCool Suzanne SmithsonEd Garbo 26th August City Attorney Approved Version 6/12/18 2 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. 6.INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7.NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Richard Schultz Name Vanessa Severo Title Cultural Arts Manager Title Owner Department Library & Cultural Arts Address 226 E 72nd Ter City of Carlsbad Kansas City, MO 64114 Address 1775 Dove Lane Phone No. 816 699-6730 Carlsbad, CA 92011 Email Vanessavivabrazil@gmail.com Phone No. 760-602-2086 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8.CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 City Attorney Approved Version 6/12/18 3 9.COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10.TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11.CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12.JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13.ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14.AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 City Attorney Approved Version 6/12/18 4 15.AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) SUZANNE SMITHSON Library & Cultural Arts Director As Authorized by City Manager Vanessa Severo, Artist/Owner (print name/title) ATTEST: By: (sign here) For FAVIOLA MEDINA City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: For CELIA A. BREWER, City Attorney By: Deputy/Assistant City Attorney DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 City Attorney Approved Version 6/12/18 5 EXHIBIT “A” SCOPE OF SERVICES Contractor was selected to participate in a guest artist residency from September 14 to September 18, 2021, at the City of Carlsbad, showcasing and participating in activities that complement the William D. Cannon Art Gallery exhibit “Frida Kahlo’s Garden.” on loan from Mid-America Arts Alliance. Artist will perform several performances of her one-woman show called “Frida…. A Self-Portrait”, lead public workshops, participate in community meet and greets, and instruct master art classes. Guest Artist Residencies. Guest artist residencies provide educational, engaging, and entertaining opportunities for the Carlsbad community to interact with diverse visual and performing artists over an extended period through performances, special events, workshops, masterclasses, and community events. Artist Background. Kansas City, Missouri Artist Vanessa Severo is a playwright and actor who has studied at Missouri State University and The American Conservatory Theatre, San Francisco. She is trained in an improvisational method called Viewpoints and the Suzuki method, which uses a series of physical exercises or disciplines. Artist is the playwright and actor of “Frida…A Self-Portrait,” a one-woman show about the tumultuous and brilliant life of Frida Kahlo. The play, written and performed by the Artist, is a one-woman show, a theatrical portrait of Frida Kahlo’s adult life. Best described as what begins as an interview with the Artist quickly transforms into both a biographical journey and an ode to what Kahlo has meant to the Artist’s own life. 1.CONTACT INFORMATION Contractor: Mariposa Productions, Inc. Address: 226 E 72nd ter, Kansas City, MO 64114 Email: Vanessavivabrazil@gmail.com Phone Number: 816 699-6730 City: •Cultural Arts Manager, Richard Schultz, 760-602-2086, richard.schultz@carlsbadca.gov •Gallery Curator, Karen McGuire, 760-602-2022, karen.mcguire@carlsbadca.gov •Cultural Arts General Phone, 760-602-2090 Email may be the initial preferred method of reaching staff. 2.Residency Details Dates. Tuesday, September 14 through Saturday, September 18, 2021 Times. All scheduled events will fall between the hours of 7:30 a.m. to 9:30 p.m., with no one day containing more than eight (8) hours of scheduled events (inclusive of travel, rehearsals, sound checks, workshops, masterclasses, and performances). DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 Audra Mahoney City Attorney Approved Version 6/12/18 6 Arrival Information. Contractor will arrive and report to Carlsbad City Library, Cultural Arts Office, second floor, 1775 Dove Lane, Carlsbad. CA by 9 a.m. on Tuesday, September 14, 2021. Residency Artistic Vision. All activities during residency will be designed with the following artistic goals during the residency: •Performance of a one woman show •Actor Training •Working collaboratively with others •Cultural Awareness 3.Schedule / Services: A.Contractor shall provide: Residency Activities. Programming and preparation for all scheduled events, including: •Performances in various locations throughout city •Workshops with community members throughout city •Masterclasses with community members throughout city Residency Duration. A not-to-exceed maximum of forty (40) hours of scheduled events during timeframe of residency, inclusive of travel, rehearsals, sound checks, workshops, masterclasses, and performances. Residency Schedule. Residency schedule will be finalized by September 1, 2021 and will be mutually agreed upon by the City and Contractor in writing. Tuesday, September 14 •9:00 a.m. arrival at the Carlsbad City Library, 1775 Dove Lane •Eight-hour schedule to be finalized by September 1, 2021 between Parties •One-hour lunch TBD Wednesday, September 15 •8 to 9 a.m.- Travel and workshop set-up •9 to 11 a.m. High School Workshop •One-hour lunch TBD •7 p.m. to 9:30 p.m. Pre-film Q&A and screening of the film Frida •Schedule details to be finalized by September 1, 2021 between Parties Thursday, September 16 •Schedule details to be finalized by September 1, 2021 between Parties •One-hour lunch TBD •3 p.m. - Arrival and workshop set-up •4 p.m. to 6 p.m. - Teacher Workshop DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 City Attorney Approved Version 6/12/18 7 Friday, September 17 • Time: TBD, Three-hour block activity • One-hour lunch TBD • 3 p.m. to 6 p.m. - Technical Rehearsal • 7 p.m. - Call time • 7:30 p.m. - Performance and Q&A • 9:00 p.m. - End of performance and Q&A Saturday, September 18 • 9:30 a.m. - Coffee with Frida (Meet & Greet event) in the William D. Cannon Gallery, 1775 Dove Lane • 11 a.m. to 2:00 p.m. - Family Open Studios (Interactive family gallery and art experience) • 6 p.m. - Call and Tech Rehearsal Changes may occur at any time, and staff will provide changes in writing to Contractor in a timely fashion. Other Materials. Resource guides, marketing materials and any other print material required for audiences Lodging. Contractor will provide all coordination and take responsibility for lodging throughout duration of residency. Performance Content. The Contractor represents and warrants that its Performance in all aspects (including any sheet music, lyrics or script as may be desired or required by City) will not violate any copyright, and that all necessary approvals to perform copyrighted works have been obtained. Contractor agrees to indemnify, defend and save harmless the City against any copyright claim, demand, liability or expense caused by or arising out of its Performance. Contractor shall be solely responsible for the content of the Performance. Subject Matter. Contractor agrees to refrain from presenting or performing material that is derogatory or critical of the City, contains sexually explicit actions or gestures, expletives and/or other obscenities, or contains racial slurs or is otherwise derogatory of any race, religion, sexual orientation, age or national origin. Should such material be presented or performed, City, in its sole discretion, may immediately terminate the Performance. In the event City terminates the Performance of Contractor because of violation of this paragraph, City shall not be liable to Contractor for the balance owed under this Agreement and all monies paid to Contractor shall be full and complete payment of Contractor’s services. In the event of this occurrence, City shall not be deemed to be in breach of this agreement. B. City shall provide: Transportation. Transport of Contractor to and from all scheduled residency events. Staffing. Staff liaison for all scheduled events, inclusive of travel, rehearsals, sound checks, workshops, master classes and performances. Residency Events. Coordination, logistics, communication with partners, confirming of equipment and space accommodations and final booking of all scheduled residency events. City will work with Contractor on finalizing the school and business locations in writing prior to the residency start. DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 City Attorney Approved Version 6/12/18 8 Residency Event Locations • 1775 Dove Lane, Carlsbad, CA 92011 - Carlsbad City Library - Gowland Meeting Room - Ruby G. Schulman Auditorium - William D. Cannon Art Gallery • Other locations within the City of Carlsbad city limits Space Accommodations. Non-City Operated Locations. Coordination and confirmation with offsite locations, including event date(s), time(s), audience information, location specifics and amenities, arrival and departure times, parking and (when applicable) lighting and sound capabilities and requirements Conditions in non-city operated locations may vary depending on availability and quality of venue equipment and space. City Operated Locations A sound amplification system that is in good working order and capable of conforming to the size of the audience, acoustics of the venue site and producing quality sound reproduction for the duration of the residency. Stage lighting that is in good working order and capable of conforming to the size of the audience, Venue Site and the needs of the Contractor. Advertising and Publicity. The City shall pay all costs for local publicity and performance promotion. Contractor shall furnish the City with online access to the marketing no less than thirty (30) days prior to the residency, including graphics, media releases, photo and content. Parking. All parking costs related to conducting the residency week will be paid by the City. Regulatory Compliance. The City shall be solely responsible for taking all reasonably appropriate action to ensure that all Contract activities and each audition, rehearsal, workshop and performance complies with the applicable governmental regulations. 4. Residency Terms: City Audio/Video Recording. City reserves the right to audio and/or video record any lecture, reading or speaking engagement; including live streaming the event to any location(s) owned and/or controlled by the City; but not any musical concert or musical Performance. City may retain the recording in its files, may replay the recordings for its employees, and may make excerpts available for public viewing. City shall make no more than three copies of the recordings. City shall not sell the recording. City shall provide a copy of the recording to the Contractor, upon the Contractor’s request. Weather and Other Types of Cancellations Re: Residency Activities/Performances: If Performance is canceled by City due to inclement weather, acts of God, acts or any other reason, while Contractor is traveling to or is already at Venue Site, but has not yet performed, City will pay Contractor Contractor’s out-of-pocket travel expenses to the Venue Site. In the event that a storm should develop while Contractor is at the Venue Site and has already set up or is in the process of setting up Contractor’s equipment, City and Contractor DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 City Attorney Approved Version 6/12/18 9 will discuss whether the Performance should be cancelled. If the Performance is cancelled, Contractor shall be entitled to full payment. Concession Sales: Contractor shall have the right to offer limited items for sale at residency activities on city-owned property (e.g. books, CDs, DVDs, and audio/video tapes) at a rate of 0% commission (City’s fee based on gross revenue from sales). Sales at non- city activity locations will be subject to adherence to venue policies. Contractor agrees to refrain from offering for sale or distributing material that is derogatory or critical of the City, contains sexually explicit actions or gestures, expletives and/or other obscenities, or contains racial slurs or is otherwise derogatory of any race, religion, sexual orientation, age or national origin. City reserves the right to pre-approve items offered for sale by Contractor, both before and during the performance. 5. Total Contractor Fee Schedule totaling $7,524 All-inclusive fee to cover Contractor’s lodging and meals stipend, and Contractor services hourly fee and all other fees for a total not-to-exceed residency fee in the amount of seven thousand five hundred twenty-four dollars ($7,524). Contractor lodging and meals stipend $1,490 The total stipend payable for Contractor’s lodging and meals during residency will be all inclusive in the amount of one thousand four hundred ninety dollars ($1,490). Covering meals at $70/day x five days = $350, and lodging at $190/night x six nights = $1,140 Contractor services hourly fee $6,000 The hourly fee payable for the Services to be performed will be in the amount of $150 per hour for a total of forty (40) hours, for a total of six thousand dollars ($6,000). Other fees. Carlsbad Business License $34 City of Carlsbad business license expenses related to this specific residency in the amount not-to-exceed thirty-four dollars ($34). 6. Invoicing/Payment: Initial Payment - City will pay Contractor deposit of one thousand five hundred dollars ($1,500) upon a fully executed contract. Final Payment: The six thousand twenty-four dollars ($6,024) balance must be paid after the residency. The fee(s) due to the Contractor may be reduced on a pro-rata basis by the value of the services(s) not performed at the City's sole discretion. All fees will be paid as specified above. All invoices are submitted to City's Cultural Arts Manager Richard Schultz or Gallery Curator Karen McGuire and shall be sufficiently detailed to include related residency activities and costs. Final invoice approval will be completed by City's Library & Cultural Arts Director or designee. If, at the expiration or termination of the agreement, if Contractor has not completed any portion of the tasks, the Contractor shall refund the remaining portion of the initial payment. DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 08/18/2021 Next First Insurance Agency, Inc.PO Box 60787Palo Alto, CA 94306 Mariposa Productions, Inc. 226 E 72nd Ter Kansas City, MO 64114 (855) 222-5919 support@nextinsurance.com 6201216 A X X X 08/04/2021 08/04/2022 1,000,000.00 100,000.00 15,000.00 2,000,000.00 2,000,000.00 City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 1,000,000.00NXTH6YK4JU-00-GLX Next Insurance US Company 16285 Certificate Holder is an Additional Insured on the General Liability policy per the Additional Insured Automatic Status Endorsement. All Certificate Holder privileges apply only if requiredby written agreement between the Certificate Holder and the insured, and are subject to policy terms and conditions. DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 COMMERCIAL GENERAL LIABILITY NXUS-GL-2037.1-0218 Includes material copyrighted by Insurance Services Office, Inc. used with its permission Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A.SECTION II - WHO IS AN INSURED is amended to include the following as insureds: 1.Lessor of Leased Equipment Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to their liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. No such person or organization is an insured under this section: a.Upon expiration or termination of their contract or agreement with you for such leased equipment ends; b.For any “bodily injury” or “property damage” caused by an "occurrence" which takes place after expiration or termination of their contract or agreement with you; or c.For any “personal and advertising injury” caused by an "offense" which takes place after expiration or termination of their contract or agreement with you. 2.Managers or Lessors of Premises Any person or organization from whom you lease premises when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability arising out of your ownership, maintenance or use of that part of the premises leased to you. No such person or organization is an insured under this section for any: a.For “bodily injury” or “property damage” caused by an "occurrence" which takes place after you cease to be a tenant in that premises. b.Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3.Grantor of Franchise Any person or organization (referred to below as grantor of a franchise) with whom you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy, but only with respect to "bodily injury" or "property damage" arising out of " liability as grantor of a franchise to you B.With respect to the insurance afforded to these additional insureds, the following is added to SECTION III LIMITS OF INSURANCE: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 COMMERCIAL GENERAL LIABILITY NXUS-GL-2037.1-0218 Includes material copyrighted by Insurance Services Office, Inc. used with its permission Page 2 of 2 C.With respect to the provisions of this endorsement, the following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 4. Other Insurance: Regardless of whether other insurance is available to an additional insured on a primary basis, this insurance will be primary and noncontributory if a written contract between you and the additional insured specifically requires that this insurance be primary. All other terms and conditions of the policy remain unchanged. DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 COMMERCIAL GENERAL LIABILITY NXUS-GL-2036.1-0218 Includes material copyrighted by Insurance Services Office, Inc. used with its permission Page 1 of 3 Abuse or Molestation Limit of Insurance - Each Person: $100,000.00 Abuse or Molestation Limit of Insurance - Aggregate: $100,000.00 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ABUSE AND MOLESTATION COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE The following changes apply only to the coverage provided by this endorsement. A. The following exclusion is added to Paragraph 2. Exclusions under SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY and COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY: This insurance does not apply to: Abuse Or Molestation "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual or threatened abuse, molestation or exploitation by anyone. This exclusion applies even if the claim against the insured alleges negligence or other wrongdoing in the employment, investigation, supervision, reporting to the proper authorities or failure to so report, training or retention. B. The following is added to SECTION I – COVERAGES: ABUSE OR MOLESTATION COVERAGE 1. Insuring Agreement a. We will pay those sums the insured becomes legally obligated to pay as damages because of "bodily injury" arising out of abuse, molestation or exploitation to which this insurance applies. We will have the right and duty to defend the insured against any “suit” seeking such damages. However, we will have no duty to defend the insured against any "suit" seeking damages to which this insurance does not apply. Nor do we have a duty to defend any insured who is alleged to have taken part in the abuse, molestation or exploitation. We may, at our discretion, investigate and settle any claim or “suit” that may result. But: (1) The amount we will pay for damages is limited as described in Paragraph C. Limits Of Insurance below; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Abuse Or Molestation Coverage. b. This insurance applies to “bodily injury” arising out of abuse, molestation or exploitation only if the abuse, molestation or exploitation: (1) Takes place in the “coverage territory”; (2) Results from the insured’s negligence in employment, investigation, supervision, reporting to the proper authorities or failure to so report, training or retention; and (3) First occurs during the policy period. DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 COMMERCIAL GENERAL LIABILITY NXUS-GL-2036.1-0218 Includes material copyrighted by Insurance Services Office, Inc. used with its permission Page 2 of 3 c.Abuse, molestation or exploitation which first occurs during the policy period includes anycontinuation, change or resumption of that abuse, molestation or exploitation after the end ofthe policy period. d.Multiple acts of abuse, molestation or exploitation of any one person by one or moreperpetrators will be deemed to have first occurred at the time of the first act of such abuse,molestation or exploitation and shall be subject to the coverage and limits in effect at the timeof the first act of abuse, molestation or exploitation. 2.Exclusions This insurance does not apply to: a.Fines And Penalties Any fines, penalties, punitive damages, exemplary damages or aggravated damages. b.Participating Insured Any insured who takes part in the abuse, molestation or exploitation. c.Passive Insured Any insured who remains passive upon gaining knowledge of any actual, alleged or threatened abuse, molestation or exploitation. C.SECTION III – LIMITS OF INSURANCE is replaced by the following: SECTION III – LIMITS OF INSURANCE 1.The Limits of Insurance shown in the SCHEDULE above and the rules below fix the most we willpay under Abuse Or Molestation Coverage regardless of the number of: a.Insureds; b.Claims made or “suits” brought; or c.Persons or organizations making claims or bringing “suits”. 2.The Aggregate limit shown in the Schedule of this endorsement is the most we will pay underAbuse Or Molestation Coverage for the sum of all damages. 3.Subject to Paragraph 2. above, the Each Person limit shown in the Schedule of this endorsementis the most we will pay under Abuse Or Molestation Coverage for damages because of “bodily injury” arising out of abuse, molestation or exploitation committed upon any one person, regardlessof the number of acts of abuse, molestation or exploitation committed, the period of time over which such acts occur, or the number of perpetrators taking part in the abuse, molestation orexploitation. 4.The coverage provided by this endorsement does not provide any duplication or overlap of anyother coverage provided elsewhere in this policy. No coverage is provided for abuse, molestation or exploitation under this policy except as provided in this endorsement. 5.The Limits of Insurance provided by this endorsement are in addition to, not part of, the Limits ofInsurance provided by the Commercial General Liability Coverage Form. The Limits of Insurance shown in the Schedule of this endorsement 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 of the Commercial General Liability Coverage Form, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 COMMERCIAL GENERAL LIABILITY NXUS-GL-2036.1-0218 Includes material copyrighted by Insurance Services Office, Inc. used with its permission Page 3 of 3 D.SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The heading and Paragraph a. of Condition 2. is replaced by the following: 2.Duties In The Event Of Abuse, Molestation, Exploitation, Claim Or Suit a.You must see to it that we are notified as soon as practicable of an act or allegation ofabuse, molestation or exploitation which may result in a claim. To the extent possible, notice should include: (1)How, when and where the abuse, molestation or exploitation took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the abuse, molestation orexploitation. 2.The following is added to Paragraph b. Excess Insurance of Condition 4. Other Insurance: The insurance provided by this endorsement is excess over any other insurance provided to any insured, whether such other insurance is provided on a primary, excess, contingent or any other basis, unless such other insurance is written to be specifically excess of this insurance. 3.The following Condition is added: Multiple Coverage Forms Or Policies Issued By Us When two or more Coverage Forms or policies issued by us apply to the same claim, “suit” or loss,the maximum limit of our liability under all such Coverage Forms or policies combined shall notexceed the highest applicable limit of liability under any one Coverage Form or policy among them. E.Definition 3. “bodily injury” under SECTION V – DEFINITIONS is amended as follows: “Bodily injury” means bodily injury, sickness, disease, mental anguish or emotional distress sustained bya person, including death resulting from any of these at any time. All other terms and conditions of the policy remain unchanged. DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0 DocuSign Envelope ID: 2E7F1967-09C5-4D65-8C33-2AD8ED0C31D0