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HomeMy WebLinkAboutS. Groner Associates Inc; 2021-11-30; PSA22-1698CA(Attachment B) DocuSign Envelope ID: 46F65670-4151-4BB1-BD19-8B78FCBE753D PSA22-1698CA MASTER AGREEMENT FOR COMMUNICATIONS/OUTREACH SERVICES S.GRONER ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the ______ day of _________ , 2021, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and S. Groner Associates, Inc., a California corporation hereinafter referred to as "Contractor." RECITALS A.CMWD requires the professional services of a consulting firm that is experiencedin the communications and outreach field. B.The professional services are required on a non-exclusive, project-by-project basis. C.Contractor has the necessary experience in providing professional services and advice related to communications and outreach. D.Contractor has submitted a proposal to CMWD under Request for Qualifications(RFQ) No. 21-1449CA and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1.SCOPE OF WORKCMWD retains Contractor to perform, and Contractor agrees to render, those services (the"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2.STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily . exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment whileexercising its professional skill and expertise. 3.TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2021, through November 30, 2024. The Executive Manager of CMWD ("Executive Manager") mayamend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof.Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4.PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten(10)days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for 1 of 10 30th November OocuSign Envelope ID: 46F65670-4151-4BB 1-BO19-8B78FCBE753O PSA22-1698CA a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per agreement year. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 of 10 DocuSign Envelope ID: 46F65670-4151-4881-BD19-8878FCBE753D PSA22-1698CA 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad 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 willful misconduct or negligent act or omission 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 CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 of 10 DocuSign Envelope ID: 46F65670-4151-4BB1-BD19-8B78FCBE753D PSA22-1698CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain , or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 of 10 DocuSign Envelope ID: 46F65670-4151-4BB1-BD19-8B78FCBE753D PSA22-1698CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Michelle Struthers Title Project Manager Address _10_0_W_e_s_t _B_ro_a_d_w_a~y~, _S_u_it_e_2_9_0 __ _ Phone Mobile Email LONG BEACH, CA 90802 562-597-0205 760-4 73-9942 mstruthers@sgamarketing.com 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. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes0 NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to 5 of 10 DocuSign Envelope ID: 46F65670-4151-4BB1-BD19-8B78FCBE753D PSA22-1698CA · both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is 6 of 10 DocuSign Envelope ID: 46F65670-4151-4BB1-BD19-8B78FCBE753D PSA22-1698CA grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill 7 of 10 DocuSign Envelope ID: 46F65670-4151-4BB1-BD19-8B78FCBE753D PSA22-1698CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of communications and outreach tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Communications. B. Construction Outreach. C. Design / Development Outreach. D. Public Meeting Facilitation. Requests for work not listed above must be contracted under separate agreement. 9 of 10 BOP MultiCover -SB 91 89 04 17 Policy Amendment This Endorsement modifies insurance provided under the Businessowners Coverage Form. Your policy is broadened and clarified as follows: 1. Non Employment Discrimination Liability Unless "personal and advertising injury" is excluded from this policy the following applies: A. Section II -Liability, F. Liability and Medical Expenses Definitions, Item 14. is amended to include the following: h. "Discrimination" B. Section II -Liability, F. Liability and Medical Expenses Definitions is amended to include the following: 23. "Discrimination" means the violation of a person's civil rights with respect to such person's race, color, national origin, religion, gender, marital status, age, or sexual orientation or preference, physical or mental condition, or any other protected class or characteristic established by any federal, state or local statutes, rules or regulations. C. Section II -Liability, B. Exclusions, 1. Applicable to Business Liability Coverage, p. Personal and Advertising Injury is amended to include the following: (14) Arising out of "discrimination" directly or indirectly related to the past employment, employment or prospective employment of any person or class of persons by any insured; (15) Arising out of "discrimination" directly or indirectly related to the sale, rental, lease or sub- lease or prospective sale, rental, lease or sub-lease of any dwelling or permanent lodging by or at the direction of any insured; (16) Arising out of "discrimination", if insurance thereof is prohibited by law; or (17) Fines, penalties, specific performance, or injunctions levied or imposed by a governmental entity, or governmental code, law, or statute because of "discrimination". 2. Additional Insured If an Additional Insured endorsement is attached to this policy that specifically names a person or organization as an additional insured, then this Section 2. Additional Insured does not apply to such person or organization. Section II -Liability Coverage, C. Who Is An Insured, Item 2. is amended to include the following: e. Any person or organization is included as an additional insured, but only to the extent such person or organization is legally obligated to pay for "bodily injury", "property damage" or "personal and advertising injury" caused by your acts or omissions. With respect to the insurance afforded to such additional insured, all of the following additional provisions apply: S89189 04-17 Copyright© 2017 Allianz Global Risks US Insurance Company. All rights reserved. Page 1 of 8 (1)You have agreed in a written "insured contract" that such person or organization be added asan additional insured under this policy; (2)The "bodily injury", "property damage" or "personal and advertising injury" for which saidperson or organization is legally obligated to pay occurs subsequent to the execution of such"insured contract"; (3)The most we will pay is the lesser of either the amount of insurance available under theapplicable Limits of Insurance shown in the Declarations or the limits of insurance required bythe "insured contract"; (4)The insurance afforded to such additional insured only applies to the extent permitted by law; (5)Such person or organization is an additional insured only with respect to: (a)Their ownership, maintenance, or use of that part of the premises, or land, owned by,rented to, or leased to you, except such person or organization is not an insured withrespect to structural alterations, new construction or demolition operations performed byor on behalf of such person or organization; (b)Your ongoing operations performed for that insured; (c)Their financial control of you, except such person or organization is not an insured withrespect to structural alterations, new construction or demolition operations performed byor on behalf of such person or organization; (d)The maintenance, operation or use by you of equipment leased to you by such person ororganization; (e)Operations performed by you or on your behalf and for which a state or politicalsubdivision has issued a permit, provided such operations are not performed for suchstate or political subdivision, and are not included within the "products-completedoperations hazard"; or (f) Their liability as a granter of a franchise to you. (6)This insurance does not apply to "bodily injury", "property damage", "personal and advertisinginjury", "occurrence" or offense: (a)Which takes place at a particular premises after you cease to be a tenant of thatpremises; (b)Which takes place after all work, including materials, parts or equipment furnished inconnection with such work to be performed by or on behalf of the additional insured at thesite of the covered operations, has been completed; (c)Which takes place after that portion of "your work" out of which the injury or damagearises has been put to its intended use by any other person or organization other thananother contractor or subcontractor engaged in performing operations for a principal aspart of the same project; or (d)Which takes place after the expiration of any equipment lease to which (5) (d) aboveapplies; (7)With respect to architects, engineers or surveyors, coverage does not apply to "bodily injury","property damage" or "personal and advertising injury" arising out of the rendering or failure to 8B9189 04-17 Copyright© 2017 Allianz Global Risks US Insurance Company. All rights reserved. Page 2 of 8 render any professional services by or for you, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; or (b) Supervisory, inspection, architectural, or engineering services. These exclusions apply 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 or advertising injury" involved the rendering of or the failure to render any professional services by or for you. 3. Additional Insured -Vendors If an Additional Insured Vendors endorsement is attached to this policy that specifically names a person or organization as an additional insured, then this Section 3. Additional Insured -Vendors does not apply to that person or organization. Unless the "products-completed operations hazard" is excluded from this policy, Section II -Liability Coverage, C. Who Is an Insured, Item 2. is amended to include the following: f. Any vendor of yours is included as an additional insured, but only with respect to "Bodily Injury" or "Property Damage" caused by "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed by the vendor in full compliance with the manufacturer's written instructions at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the liability of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or S89189 04-17 Copyright© 2017 Allianz Global Risks US Insurance Company. All rights reserved. Page 3 of 8 containing such products; (3) The most we will pay is the lesser of either the amount of insurance available under the applicable Limits of Insurance shown in the Declarations or the limits of insurance required by the contract or agreement; and (4) The insurance afforded to such vendor only applies to the extent permitted by law. 4. Additional Insured -Limited Primary and Noncontributory Provision Section Ill -Common Policy Conditions (Applicable to Section 1-Property and Section II -Liability), H. Other Insurance, is amended to include the following: 4. With respect to Section II -Liability: However, if you have added any person, organization or vendor of yours as an additional insured to this policy by way of this MultiCover endorsement and have agreed in a written "insured contract" that this insurance is primary and non-contributory with other insurance available to that additional insured, this insurance is primary and we will not seek contribution from such additional insured's other insurance, provided that the additional insured is a Named Insured under such other insurance. 5. Blanket Waiver of Subrogation Section Ill Common Policy Conditions (Applicable to Section I -Property and Section 11-Liability, K. Transfer of Rights of Recovery Against Others to Us, 2., is deleted and replaced with the following: 2. Applicable to Businessowners Liability Coverage a. If the insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after loss to impair those rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. If requ ired by a written "insured contract" executed prior to the "occurrence" or offense, we waive any right of recovery we may have against any person or organization named in such "insured contract" because of payments we make for injury or damage arising out of your operations or "your work" for that person or organization. 6. Broadened Named Insured A Section II -Liability Coverage, C. Who Is An Insured, is amended to include the following: 3. Any organization that you own at the inception of this policy, or newly acquire or form during the policy period, and over which you maintain during the policy period majority ownership or majority interest, will qualify as a Named Insured if: S89189 04-17 a. There is no other similar insurance available to that organization; and b. The first Named Insured shown in the Declarations has the responsibility of placing insurance for that organization; and c. That organization is incorporated or organized under the laws of the United States of America. However: Copyright© 2017 Allianz Global Risks US Insurance Company. All rights reserved. Page 4 of 8 (1) Coverage under this provIsIon 3 is afforded only until the next occurring annual anniversary of the beginning of the policy period shown in the Declarations, or the end of the policy period, whichever is earlier; and (2) Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and (3) Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. B. Section II -Liability Coverage, C. Who Is An Insured, the last paragraph, is deleted and replaced with the following: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture, or limited liability company that is not shown as a Named Insured in the Declarations. However, this does not apply to a limited liability company that meets all of the conditions in Section II -Who Is An Insured, provision 3., above. 7. Medical Payments Unless Medical Expenses Coverage is excluded from this policy: A. Section II -Liability, B. Exclusions, 2. Applicable to Medical Expenses Coverage, f. is deleted and replaced with the following: f. Included within the "products-completed operations hazard". However, this exclusion does not apply to expenses for dental services. B. Section II -Liability, D. Liability and Medical Expenses Limits of Insurance, is amended to include the following: 5. Medical Expenses Coverage is primary and not contributing with any other insurance, even if that other insurance is primary also. 8. Liberalization Section Ill -Common Policy Conditions (Applicable to Section I -Property and Section II -Liability), G. Liberalization, is deleted and replaced with the following: G. Liberalization If we adopt a change in our forms or rules which would broaden the coverage provided by any form that is a part of this policy without an extra premium charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. 9. Damage to Premises Rented to You A. Section Ill -Liability Coverage, B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph is deleted and replaced with the following: Exclusions c., d., e., f., g., h., i., k., I., m., n. and o. in Section II -Liability do not apply to damage by fire to premises while rented to you, temporarily occupied by you with permission of the owner or managed by you under a written agreement with the owner. A separate Damage To Premises Rented To You Limit of Insurance applies to this coverage as described in Paragraph D. Liability And Medical Expenses Limits of Insurance in Section II -Liability. S89189 04-17 Copyright© 2017 Allianz Global Risks US Insurance Company. All rights reserved. Page 5 of 8 B. Section Ill -Liability Coverage, D. Liability and Medical Expenses Limits of Insurance, Item 3. is deleted and replaced with the following: 3. The most we will pay under Business Liability for damages because of "property damage" to a premises while rented to you, or in the case of fire, while rented to you, temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner, is the greater of: a. $1,000,000 Any One Premises; or b. The Damage to Premises Rented To You Limit shown in the Declarations. 10. Chartered Aircraft Section II -Liability, B. Exclusions, 1.Applicable to Business Liability Coverage, g. Aircraft, Auto or Watercraft, is amended to include the following: (6) An aircraft in which you have no ownership interest and that you have chartered with crew. 11 . Coverage Territory Broadened Section II -Liability Coverage, F. Liability and Medical Expenses Definitions, Item 4.a. is deleted and replaced with the following: a. The United States of America (including its territories and possessions), Puerto Rico, Canada, Bermuda, the Bahamas, the Cayman Islands and the British Virgin Islands. 12. Personal or Advertising Injury -Contractual Unless "Personal and Advertising Injury" is excluded from this policy, Section II -Liability Coverage, B. Exclusions, 1. Applicable to Business Liability, p. Personal and Advertising Injury, (4) is deleted in its entirety. 13. Fellow Employees Coverage Section II -Liability Coverage, C. Who Is an Insured, Item 2.a.(1) is deleted and replaced with the following: (1) "Personal and advertising injury": However, subsections (a), (b), (c) and (d) of item (1) remain unchanged. 14. Bodily Injury Definition -Broadened Section II -Liability Coverage, F. Liability and Medical Expenses Definitions, Item 3. is deleted and replaced with the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. 15. Unintentional Failure to Disclose Hazards Section II -Liability Coverage, E. Liability and Medical Payments General Conditions, is amended to include the following: 8B9189 04-17 Copyright© 2017 Allianz Global Risks US Insurance Company. All rights reserved. Page 6 of 8 6. Unintentional Failure to Disclose Hazards If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. 16. Supplementary Payments, Increase Limits Section II -Liability, A. Coverages, 1. Business Liability, f. Coverage Extension -Supplementary Payments, (1) (b) and (d) are deleted and replaced with the following: (b) The 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. (d) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit including substantiated loss of earnings up to $500 a day because of time off work. 17. Amended Duties in the Event of an Occurrence, Offense Claim or Suit Section II -Liability Coverage, E. Liability and Medical Payments General Conditions, 2. Duties in the Event of Occurrence, Claim or Suit, a. and b. are deleted and replaced with the following: a. You must see to it that we or any licensed agent of ours are notified of a General Liability "occurrence" or offense which may result in a claim as soon as practicable after it becomes known to: (1) You, if you are an individual; (2) Your partner or member, if you are a partnership or joint venture; (3) Your member, if you are a limited liability company; (4) Your executive officer if you are an organization other than a partnership, joint venture or limited liability company; or (5) Your authorized representative or insurance manager. Knowledge of an "occurrence" or offense by persons other than those listed above does not imply that those listed above also have such knowledge. To the extent possible, notice to us should include: (1) How, when and where the "occurrence" or offense took place; (2) The names, addresses, and telephone numbers of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the occurrence, offense, claim, or "suit". 18. Section Ill -Common Policy Conditions (Applicable to Section I -Property and Section II -Liability), H. Other Insurance, 2. is deleted and replaced with the following: 2. Business Liability Coverage S89189 04-17 Copyright © 2017 Allianz Global Risks US Insurance Company. All rights reserved. Page 7 of 8 If other valid and collectible insurance is available to any insured for a loss we cover under Business Liability Coverage, our obligations are limited as follows: a. The insurance provided under this policy is primary if you are required by a written "insured contract" to include any person or organization as an insured, but only with respect to that insured's liability arising out of the ownership, maintenance, or use of that part of the premises owned by or rented to you, or "your work" for that insured by or for you. Any other insurance available to that person or organization is excess and noncontributory with this insurance, or; b. Except for the circumstance described in 2.a., above, the insurance provided under this policy is excess over any other liability insurance available to any insured whether such other insurance is written as primary, excess, contingent or any other basis. An exception applies when any insured specifically has purchased excess insurance to apply in excess of the limits of insurance shown in the Declarations for Business Liability Coverage. 19. Damage to Invitees' Automobiles from Falling Trees or Tree Limbs -Limited Coverage The policy applies to direct physical damage to automobiles owned by invitees subject to all of the following: 1. Provided such damage originates from premises owned, managed, leased or rented by an insured; 2. Coverage applies only to invitees of an insured or an insured's tenant; 3. Such damage is directly caused by wind-driven falling trees or tree limbs; 4. The most we will pay for any one loss is the lowest of: a. the actual cash value of the damaged automobile as of the time of the loss; or b. the cost of repairing the damaged automobile; or c. the cost of replacing the damaged automobile with another automobile of like kind and quality. Regardless of the number of occurrences, losses or claims, this coverage is subject to a limit of $25,000 in any one policy period; 5. This coverage is not subject to the General Liability General Aggregate Limit; and 6. We will make payments under this coverage without regard to fault. 20. Section II -Liability, B. Exclusions, 1. Applicable to Business Liability Coverage, a. Expected or Intended Injury, is deleted and replaced with 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. All other terms and conditions of this policy shall remain unchanged. S89189 04-17 Copyright© 2017 Allianz Global Risks US Insurance Company. All rights reserved. Page 8 of 8