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HomeMy WebLinkAboutNorth Coast Repertory Theatre; 2023-08-03; PSALCA-23136CAPSALCA-23136CA 1 City Attorney Approved Version 4/24/2023 AGREEMENT FOR PERFORMING ARTS CAMP SERVICES NORTH COAST REPERTORY THEATRE THIS AGREEMENT is made and entered into as of the ____ day of ___________, 2023, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and North Coast Repertory Theatre, a municipal non-profit corporation, ("Contractor”), (collectively, the “Parties”.) RECITALS City requires the professional services of a theatre company that is experienced in children’s theatre instruction and production. 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 one (1) year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be not to exceed eight thousand five hundred four dollars ($8,504). 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’ DocuSign Envelope ID: 2850DADE-76FC-49B9-99B8-26DACAF62D86 3rd August PSALCA-23136CA 2 City Attorney Approved Version 4/24/2023 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 Ben Cole Title Cultural Arts Manager Title Director of Theatre School and Outreach Department Library & Cultural Arts Address 987 Lomas Santa Fe Drive, Suite D City of Carlsbad San Diego, CA 92075 Address 1775 Dove Lane Phone No. 858-481-1055 Carlsbad, CA 92011 Email ben@northcoastrep.org Phone No. 442-339-2086 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 as required in the City of Carlsbad Conflict of Interest Code. Yes No DocuSign Envelope ID: 2850DADE-76FC-49B9-99B8-26DACAF62D86 PSALCA-23136CA 3 City Attorney Approved Version 4/24/2023 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: 2850DADE-76FC-49B9-99B8-26DACAF62D86 PSALCA-23136CA 4 City Attorney Approved Version 4/24/2023 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: SUZANNE SMITHSON Library & Cultural Arts Director As authorized by the City Manager MARC TAYER, CEO ATTEST: By: For SHERRY FREISINGER BERIT DURLER, CFO 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. 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 CINDIE K. McMAHON, City Attorney By: Assistant City Attorney DocuSign Envelope ID: 2850DADE-76FC-49B9-99B8-26DACAF62D86 PSALCA-23136CA 5 City Attorney Approved Version 4/24/2023 EXHIBIT “A” SCOPE OF SERVICES Contractor will provide a five-day program in August 2023 of theatre classes in Improvisational Theatre techniques and the preparation for a presentation involving a summer camp for up to 30 participants entitled "Guest Artists Residency: North Coast Repertory presents Fun with Improvisation, a summer one-week camp. Final performance on the last day, inviting friends and families to enjoy the participant's production in the Schulman Auditorium. 1. CONTACT INFORMATION Contractor Director of Theatre School Education & Outreach, Ben Cole, 858-481-1055, ben@northcoastrep.org City • Cultural Arts Manager, Richard Schultz, 442-339-2086, richard.schultz@carlsbadca.gov • Community Arts Coordinator, Wendy Sabin Lasker, 442-339-5982, wendy.sabinlasker@carlsbadca.gov • Cultural Arts General Phone, 442-339-2090 Email may be the initial preferred method of reaching staff 2. EVENT DETAILS Program Location: Carlsbad City Library, 1775 Dove Lane in the Ruby G. Schulman Auditorium and the George & Patricia Gowland Meeting Room. Programming Period: Monday, Aug. 14, 2023, to Friday, Aug. 18, 2023 Contractor will provide a 5 (five) consecutive day program of theatre classes in Improvisational Theatre techniques and the preparation for a presentation involving a summer camp for up to 30 participants entitled “Guest Artists Residency: North Coast Repertory presents Fun with Improvisation, a summer one (1)-week camp. The instructional week will culminate in thirty (30) minutes to one (1) hour-long presentation involving the participants as performers and friends and families as audience members on Friday, Aug. 18, 2023, at the Carlsbad City Library in the Ruby G. Schulman Auditorium. 3. SERVICES A. Contractor shall provide • programming from Monday, Aug. 14, 2023, through Friday, Aug. 18, 2023, from 9:30 a.m.to 3 p.m. • two (2) theatre instructors each day from 9 a.m. to 3:30 p.m. DocuSign Envelope ID: 2850DADE-76FC-49B9-99B8-26DACAF62D86 PSALCA-23136CA 6 City Attorney Approved Version 4/24/2023 • produce one (1) final program with camp participants on Friday, Aug. 18, 2023, at 2 p.m. in the Schulman Auditorium • an improvisational class and culminating theatre presentation for up to thirty (30) camp participants. Daily camp from Monday to Friday, 9:30 a.m. to 3 p.m. • teach theater classes, exercises and activities that will culminate in thirty (30) minutes to a one (1) hour duration theatre presentation involving the participants as performers and friends and families as audience members on the last day of the Theatre Residency • a North Coast Repertory T-Shirt for each of the thirty (30) camp participants • an outline and or curriculum for the week of August 14-18 to the City staff by July 17, 2023 • a summary of the Guest Residency/camp experience with recommendations within thirty (30) days or sooner from completion of camp. B. City shall provide • access to the camp venues from 8:30 a.m. to 3:30 p.m. on each scheduled camp day • registration and enrollment processes for camp participants through software CivicRec. One (1) on-site Coordinator to oversee Summer Assistants, check students in and out each day and function as a Front of the House Manager during the final presentation. Two (2) Summer Assistant Staff members to help with daily management of campers, help with daily activities including monitor lunch breaks and other daily activities leading up to and including the final presentation • one (1) Tech Staff member to work when Schulman Auditorium is in use to help with any lighting and sound as needed for daily classes and final presentation on the afore mentioned dates • daily lunch for two (2) Contractor’s staff (Monday to Friday, Aug. 14 to Aug. 18,2023) for a staff of two (2) people at a time to be determined. Lunch will consist of a protein, side dish and beverage • 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 Performing Arts Camp and the Final Performance. • stage lighting that is in good working order and capable of conforming to the size of the audience, Venue Site and the needs of the Production. 4. ADDITIONAL DETAILS A. Publicity Contractor may provide publicity and promotional materials to City for advertising the Performing Arts Camp and Final Performance. Contractor represents and warrants that City DocuSign Envelope ID: 2850DADE-76FC-49B9-99B8-26DACAF62D86 PSALCA-23136CA 7 City Attorney Approved Version 4/24/2023 may use all promotional materials received from the Contractor to promote the Performing Arts Summer Camp and Final Performance in all advertising media, including without limitation, print, TV, radio, Internet, etc., without being in violation of any third-party intellectual property rights. City reserves the right to photograph during the Performing Arts Summer Camp and Final Performance for the purpose of publicizing, advertising, or promoting the City of Carlsbad and/or programs (collectively “Usage”). The Contractor waives the right to any fees, royalties, or control, now or in the future, and the Contractor grants full permission for the use of the Contractor’s image, including without limitations, name, likeness, and biography related City’s Usage. Contractor will relinquish any right that the Contractor may have to examine or approve the completed product or products or the advertising copy or printed matter that may be used in conjunction therewith or the use to which it may be applied, including in all media now in existence or may come into existence in the future. B. City Audio/Video Recording City reserves the right to audio and/or video record any lecture, reading or performance; including live streaming the event to any location(s) owned and/or controlled by the City. City may retain the recording in its files and online and may replay the recordings for its employees and may make excerpts available for public viewing on the City’s YouTube channel and other social media platforms. C. Performance Content Contractor represents and warrants that its educational activities and Final Presentation in all aspects 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 educational activities and Final Performance. The Contractor shall be solely responsible for the content of the Performing Arts Camp and Final Performance. D. 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 contract. In the event City terminates the contract because of violation of this paragraph, City shall not be liable to the Contractor for the balance owed under this Agreement and all monies paid to the Contractor shall be full and complete payment of the Contractor’s services. In the event of this occurrence, City shall not be deemed to be in breach of this agreement E. Production Rights Contractor agrees that the right to produce the event(s) which are the subject matter of this Agreement belongs solely to the City and the Contractor has no right to independently produce DocuSign Envelope ID: 2850DADE-76FC-49B9-99B8-26DACAF62D86 PSALCA-23136CA 8 City Attorney Approved Version 4/24/2023 or sell rights of any kind to this event. Further, Contractor agrees that the Educational Provider will not acquire any independent, individual or joint rights with the City to the event(s) which are the subject matter of this Agreement. Parties agree that this event(s) is a “work for hire” business arrangement under the United States Copyright Act of 1976 [17 U.S.C. §§ 101, et seq.] and any other applicable law. 5. HEALTH & SAFETY During any health-related pandemic, all activities occurring at City facilities, all Parties must adhere to the guidance from the state, county, and local authorities on health and safety protocols. City staff will inform performer(s) what the current guidelines are prior to their arrival and entering any City facility. Safety protocols may include, but are not limited to, hand washing, temperature testing, requiring face covering, maintaining physical distancing of six (6) feet. The safety protocols may be modified at any time due to changing rules, regulations, or circumstances. 6. INVOICING / PAYMENT Fee Schedule Activity Payment Activity Description First payment Four thousand two hundred fifty-two dollars ($4,252) paid upon delivery of camp curriculum on July 17, 2023 Final payment Four thousand two hundred fifty-two dollars ($4,252) paid on final camp day, Aug. 18, 2023, post final performance Fee will include any cost associated with the Guest Artist Residency including instructor(s) fees, transportation, business license, insurances and any props or other equipment used by North Coast Repertory Theatre in delivering Guest Residency. All invoices shall be submitted to City’s Cultural Arts Manager Richard Schultz or Community Arts Coordinator Wendy Sabin Lasker and shall be sufficiently detailed to include related activities and costs. Final invoice approval will be completed by City’s Library & Cultural Arts Director or designee. DocuSign Envelope ID: 2850DADE-76FC-49B9-99B8-26DACAF62D86 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/22/2023 License # 0757776 (818) 257-7400 (818) 257-7450 01184 North Coast Repetory Theatre 981 LLomas Santa Drive Suite D Solana Beach, CA 92075 A 1,000,000 2023-11082 6/1/2023 6/1/2024 500,000 20,000 1,000,000 3,000,000 3,000,000 1,000,000B 2023-11082-UMB 6/1/2023 6/1/2024 The certificate holder is included as Additional insured, with respect to claims arising out of the operations of the named insured, as required by written contract. City of Carlsbad Library & Cultural Arts Department 1635 Faraday Ave Carlsbad, CA 92008 NORTCOA-34 AWARNER HUB International Insurance Services Inc. PO Box 20005 Encino, CA 91436 Nonprofits' Insurance Alliance of California, Inc N A I C C X X DocuSign Envelope ID: 2850DADE-76FC-49B9-99B8-26DACAF62D86 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION CG 20 10 12 19 2023-11082 Named Insured: North Coast Repertory Theatre Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. All insured premises and operations. Location(s) Of Covered Operations Name Of Additional Insured Person(s) Or Organization(s) SCHEDULE COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance provided under the following: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and A. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. © Insurance Services Office, Inc., 2012 Page 1 of 2CG 20 10 12 19 DocuSign Envelope ID: 2850DADE-76FC-49B9-99B8-26DACAF62D86 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS CG 20 37 12 19 2023-11082 Named Insured: North Coast Repertory Theatre Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. All insured premises and operations. Location And Description Of Completed Operations Name Of Additional Insured Person(s) Or Organization(s) SCHEDULE COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART This endorsement modifies insurance provided under the following: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and A.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: 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 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. © Insurance Services Office, Inc., 2012 Page 1 of 1CG 20 37 12 19 DocuSign Envelope ID: 2850DADE-76FC-49B9-99B8-26DACAF62D86