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HdL Coren & Cone; 2024-07-03;
City Attorney Approved Version 12/22/2023 Page 1 AGREEMENT FOR WEB-BASED PROPERTY TAX SOFTWARE DATA SERVICES HDL COREN & CONE, INC THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and HdL Coren & Cone, a California corporation ("Contractor” or “HdLCC”). RECITALS City requires the professional services of a consultant that is experienced in property tax data in a web-based property tax software application, with monthly updates and unlimited property tax data downloads. 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 five (5) years from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed forty-two thousand four hundred seventy-three dollars ($42,473.00). 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 defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed 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 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. DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 July 3rd City Attorney Approved Version 12/22/2023 Page 2 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 Maria Callander Name Nichole Cone-Morishita Title IT Director Title Project Manager Department IT Address 120 S. State College Booulevard City of Carlsbad Suite 200 Address 1635 Faraday Ave Phone No. (714) 879-5000 x337 Carlsbad, CA 92008 Email ncone@hdlccpropertytax.com Phone No. 442.339.2454 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 DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 City Attorney Approved Version 12/22/2023 Page 3 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 ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 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. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 11. 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. 12. 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. 13. JURISDICTIONS AND VENUE This Agreement will be governed by the laws of the State of California regardless of conflict of laws principles. 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. 14. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 City Attorney Approved Version 12/22/2023 Page 4 under it, without the prior written consent of City. 15. 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. 16. 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. This Agreement may be executed in counterparts. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 17. 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 DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 City Attorney Approved Version 12/22/2023 Page 5 to the terms and conditions of this Agreement. CONTRACTOR HdL Coren & Cone Inc, a corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) IT Director (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Deputy 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: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney EXHIBIT A SCOPE OF SERVICES AND FEE DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 PresidentPaula Cone Nichole Cone-Morishita CFO Senior City Attorney Approved Version 12/22/2023 Page 6 Web-Based Property Tax Software Web Based Property Tax Software Application providing unlimited data downloads: HdLCC will provide a web-based property tax software application to the City of Carlsbad as a user-friendly web-based tool to access the City's property tax data. The property tax data will be joined to the GIS parcel layer, and integrated into the EnerGov application, for use citywide. Departments that will access the property tax data include, but are not limited to: Community and Economic Development, Public Works, Parks & Recreation, City Manager's Office, Emergency Operations, Fire Department, Police, and GIS. This will also be integrated into the City's web portal and made available for public access. The property tax data provided will consist of those parcels within the incorporated limits of the City of Carlsbad. HdLCC shall provide updates to the tax data portion of the product on monthly basis to reflect all changes to the data. Examples of changes may include ownership, deed recordings, and common characteristics of the property. The City of Carlsbad will have access to the latest version of the software at no additional cost. For fees as described below, access will be provided to up to 20 users (additional users at $100/year per seat). HdLCC shall provide access to the web-based Property Tax Software Application per the Financial Summary below (invoiced quarterly). Financial Summary Annual Term Amount 07/01/24-06/30/25 8,000.00$ 07/01/25-06/30/26 8,240.00 07/01/26-06/30/27 8,487.00 07/01/27-06/30/28 8,742.00 07/01/28-06/30/29 9,004.00 Agreement Total 42,473.00$ DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 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 5/31/2024 Woodruff Sawyer2ParkPlaza,Suite 500IrvineCA92614 WS Certificates 844-972-6326 certificates@woodruffsawyer.com Continental Casualty Company 20443 HDLCORE-01 American Casualty Company of Reading 20427HdLCoren&Cone120S.State College Blvd.,Suite 200Brea,CA 92821 1794544331 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X X B6025253592 6/15/2024 6/15/2025 4,000,000 A 1,000,000 X X B6025253592 6/15/2024 6/15/2025 A X X 1,000,000B60252536116/15/2024 6/15/2025 1,000,000 X 10,000 B XWC6252536086/15/2024 6/15/2025 1,000,000 1,000,000 1,000,000 A Errors &OmissionsCyberLiability 652117825 6/15/2024 6/15/2025 Each ClaimAggregate $2,000,000$2,000,000 City of Carlsbad,its officials,employees and volunteers are included as additional insured as respects General Liability and Automobile Liability to the extentprovidedintheattachedforms. City of Carlsbad1635FaradayAvenueCarlsbadCA92008 DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 SB146932G (Ed.10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I.Blanket Additional Insured Provisions A.Additional Insured –Blanket Vendors B.Miscellaneous Additional Insureds C.Additional Provisions Pertinent to Additional Insured Coverage 1.a.Primary –Noncontributory provision 1.b.Definition of "written contract" 2.Additional Insured –Extended Coverage II.Liability Extension Coverages A.Bodily Injury –Expanded Definition B.Broad Knowledge of Occurrence C.Estates,Legal Representatives and Spouses D.Fellow Employee First Aid E.Legal Liability –Damage to Premises F.Personal and Advertising Injury –Discrimination or Humiliation G.Personal and Advertising Injury –Broadened Eviction H.Waiver of Subrogation –Blanket I.BLANKET ADDITIONAL INSURED PROVISIONS A.ADDITIONAL INSURED –BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a "written contract"to provide insurance,but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1.The insurance afforded the vendor does not apply to: a."Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.Repackaging,except when 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 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 SB146932G (10-19)Page 1of7 Copyright,CNA All Rights Reserved. Policy Number: B6025253592DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 SB146932G (Ed.10-19) h."Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (1)The exceptions contained in Subparagraphs d.or f.;or (2)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. 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 containing such products. 3.This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4.This provision 2.does not apply if "bodily injury"or "property damage"included within the "products-completed operations hazard"isexcluded either by the provisions of the Policy or by endorsement. B.MISCELLANEOUS ADDITIONAL INSUREDS 1.Who Is An Insured is amended to include as an insured any person or organization (called additional insured)described in paragraphs 3.a.through 3.j.below whom you are required to add as an additional insured on this policy under a "written contract." 2.However,subject always to the terms and conditions of this policy,including the limits of insurance,we will not provide the additional insured with: a.A higher limit of insurance than required by such "written contract;" b.Coverage broader than required by such "written contract"and in no event greater than that described by the applicable paragraph a.through k.below;or c.Coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard."But this paragraph c.does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3.Only the following persons or organizations can qualify as additional insureds under this endorsement: a.Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1)such person or organization's financial control of you;or (2)Premises such person or organization owns,maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b.Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury," "property damage"or "personal and advertising injury"as co- owner of such premises. c.Grantor of Franchise Any person or organization that has granted a franchise to you,but only with respect to such person or organization's liability for "bodily injury," "property damage,"or "personal and advertising injury"as grantor of a franchise to you. SB146932G (10-19)Page 2of7 Copyright,CNA All Rights Reserved. 50 0 2 0 0 0 9 2 6 0 2 5 2 5 3 5 9 2 0 0 1 4 Policy Number: B6025253592 DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 SB146932G (Ed.10-19) d.Lessor of Equipment Any person or organization from whom you lease equipment,but only with respect to liability for "bodily injury," "property damage"or "personal and advertising injury"caused in whole or in part by your maintenance,operation or use of such equipment,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e.Lessor of Land Any person or organization from whom you lease land,but only with respect to liability for "bodily injury," "property damage"or "personal and advertising injury"arising out of the ownership,maintenance or use of that specific part of the land leased to you,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertisinginjury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by, on behalf of or for such additional insured. f.Lessor of Premises An owner or lessor of premises leased to you,or such owner or lessor's real estate manager,but only with respect to liability for "bodily injury," "property damage"or "personal and advertising injury" arising out of the ownership,maintenance or use of such part of the premises leased to you,andprovidedthat the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee,or receiver's liability for "bodily injury," "property damage"or "personal and advertising injury"arising out of the ownership,maintenance,or use of a premises by you. This insurance does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. h.State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization,but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage"or "personal and advertising injury"arising out of: (1)The following hazards in connection with premises you own,rent,or control and to which this insurance applies: (a)The existence,maintenance,repair,construction,erection,or removal of advertising signs, awnings,canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or (b)The construction,erection,or removal of elevators;or (c)The ownership,maintenance or use of any elevators covered by this insurance;or (2)The permitted or authorized operations performed by you or on your behalf.But the coverage granted by this paragraph does not apply to: (a)"Bodily injury", "property damage"or "personal and advertising injury"arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b)"Bodily injury"or "property damage"included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract,"we will treat as a "written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19)Page 3of7 Copyright,CNA All Rights Reserved. Policy Number: B6025253592 DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 SB146932G (Ed.10-19) i.Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor,presenter or displayer,any person or organization whom you are required to include as an additional insured,but only with respect to such person or organization's liability for "bodily injury," "property damage,"or "personal and advertising injury"caused by: a.Your acts or omissions;or b.Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j.Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i.above.Such additional insured is an insured solely for "bodily injury," "property damage"or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1)For "bodily injury," "property damage,"or "personal and advertising injury"arising out of the rendering or failure to render any professional services; (2)For "bodily injury"or "property damage"included in the "products-completed operations hazard."But this provision (2)does not apply to such "bodily injury"or "property damage"if: (a)It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract";and (b)The "written contract"requires you to make the person or organization an additional insured forsuch"bodily injury"or "property damage";or (3)Who is afforded additional insured coverage under another endorsement attached to this policy. C.ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1.With respect only to additional insured coverage provided under paragraphs A.and B.above: a.The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess,contingent or on any other basis.However,if a "written contract"requires that this insurance be either primary or primary and noncontributing,then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b.Under Liability and Medical Expense Definitions,the following definition is added: "Written contract"means a written contract or agreement that requires you to make a person or organization an additional insured on this policy,provided the contract or agreement: (1)Is currently in effect or becomes effective during the term of this policy;and (2)Was executed prior to: (a)The "bodily injury"or "property damage;"or (b)The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2.With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part,the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a.An individual,then his or her spouse is an insured; SB146932G (10-19)Page 4of7 Copyright,CNA All Rights Reserved. 50 0 2 0 0 0 9 2 6 0 2 5 2 5 3 5 9 2 0 0 1 5 Policy Number: B6025253592 DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 SB146932G (Ed.10-19) b.A partnership or joint venture,then its partners,members and their spouses are insureds; c.A limited liability company,then its members and managers are insureds; d.An organization other than a partnership,joint venture or limited liability company,then its executive officers,directors and shareholders are insureds;or e.Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations.Furthermore,employees of additional insureds are not insureds with respect to liability arising out of: (1)"Bodily injury"or "personal and advertising injury"to any fellow employee or to any natural person listed in paragraphs a.through d.above; (2)"Property damage"to property owned,occupied or used by their employer or by any fellow employee;or (3)Providing or failing to provide professional health care services. II.LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form.Ifany other endorsement attached to this policy amends any provision also amended by this endorsement,then that other endorsement controls with respect to such provision,and the changes made by this endorsement to such provision do not apply. A.Bodily injury –Expanded Definition Under Liability and Medical Expenses Definitions,the definition of "Bodily injury"isdeleted and replaced by the following: "Bodily injury"means physical injury,sickness or disease sustained by a person,including death,humiliation, shock,mental anguish or mental injury by that person at any time which results as a consequence of the physical injury,sickness or disease. B.Broad Knowledge of Occurrence Under Businessowners Liability Conditions,the Condition entitled Duties In The Event of Occurrence,Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence,"offense, claim or "suit"isknown to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C.Estates,Legal Representatives and Spouses The estates,heirs,legal representatives and spouses of any natural person insured shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives and spouses only for claims arising solely out of their capacity as such and,in the case of a spouse,where such claim seeks damages from marital common property,jointly held property,or property transferred from such natural person insured to such spouse.No coverage is provided for any act,error or omission of an estate,heir,legal representative or spouse outside the scope of such person's capacity as such,provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19)Page 5of7 Copyright,CNA All Rights Reserved. Policy Number: B6025253592 DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 SB146932G (Ed.10-19) D.Fellow Employee First Aid Coverage In the section entitled Who Is An Insured,paragraph 2.a.1.is amended to add the following: The limitations described in subparagraphs 2.a.1.(a),(b)and (c)do not apply to your "employees"for "bodily injury"that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee"or "volunteer worker"that becomes necessary while your "employee"isperforming duties in the conduct of your business.Your "employees"are hereby insureds for such services.But the insured status conferred by this provision does not apply to "employees"whose duties in your business are to provide professional health care services or health examinations. E.Legal Liability –Damage To Premises 1.Under B.Exclusions,1.Applicable to Business Liability Coverage,Exclusion k.Damage To Property,is replaced by the following: k.Damage To Property "Property damage"to: 1.Property you own,rent or occupy,including any costs or expenses incurred by you,or any other person,organization or entity,for repair,replacement,enhancement,restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; 2.Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; 3.Property loaned to you; 4.Personal property in the care,custody or control of the insured; 5.That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations,if the "property damage"arises out of those operations;or 6.That particular part of any property that must be restored,repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work"and were never occupied, rented or held for rental by you. Paragraphs 1,3,and 4,of this exclusion do not apply to "property damage"(other than damage by fire or explosion)to premises: (1)rented to you: (2)temporarily occupied by you with the permission of the owner,or (3)to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D – Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4,5,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage"included in the "products- completed operations hazard." 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph is added, and replaces the similar paragraph,if any,beneath paragraph (14)of the exclusion entitled Personal and Advertising Injury: Exclusions c,d,e,f,g, h,i,k,l,m,n, and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19)Page 6of7 Copyright,CNA All Rights Reserved. 50 0 2 0 0 0 9 2 6 0 2 5 2 5 3 5 9 2 0 0 1 6 Policy Number: B6025253592DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 SB146932G (Ed.10-19) 3.The first Paragraph under item 5.Damage To Premises Rented To You Limit of the section entitledLiabilityAndMedicalExpensesLimitsOfInsuranceisreplacedbythefollowing: The most we will pay under Business Liability for damages because of "property damage"to any one premises,while rented to you or temporarily occupied by you with the permission of the owner,including contents of such premises rented to you for a period of 7 or fewer consecutive days,is the Damage to Premises Rented to You Limit.The Damage to Premises Rented to You Limit is the greater of: a.$1,000,000;or b.The Damage to Premises Rented to You Limit shown in the Declarations. F.Personal and Advertising Injury –Discrimination or Humiliation 1.Under Liability and Medical Expenses Definitions,the definition of "personal and advertising injury"is amended to add the following: h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but onlyifsuchdiscriminationorhumiliationis: (1)Not done intentionally by or at the direction of: (a)The insured;or (b)Any "executive officer,"director,stockholder,partner,member or manager (if you are a limited liability company)of the insured;and (2)Not directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person or person by any insured. 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale,rental,lease or sub-lease or prospective sale,rental,lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment,prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3.This provision (Personal and Advertising Injury –Discrimination or Humiliation)does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G.Personal and Advertising Injury -Broadened Eviction Under Liability and Medical Expenses Definitions,the definition of "Personal and advertising injury"is amended to delete Paragraph c.and replace it with the following: c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner,landlord or lessor. H.Waiver of Subrogation –Blanket We waive any right of recovery we may have against: a.Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19)Page 7of7 Copyright,CNA All Rights Reserved. Policy Number: B6025253592 DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 SB146902G (Ed.6-16) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. HIRED AUTO AND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS SCHEDULE Insurance is provided only with respect to those coverages for which a specific limit is shown: COVERAGE LIMIT Hired Auto Liability:$ Non-owned Auto Liability:$ (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) PROVISIONS A.COVERAGE With respect only to the Coverage(s)for which a limit is shown in the SCHEDULE above,the insurance provided under Coverage A.1.Business Liability for "bodily injury"and "property damage"also applies to "bodily injury"or "property damage"arising out of the maintenance or use of a: •"Hired auto"used by you or your "employee"in the course of your business;and/or •"Non-owned auto"used in the course of your business.Maintenance or use of a "non-owned auto"includes test driving in connection with an "auto business." With respect only to the coverage provided by this endorsement,under Coverages,coverage A.1.Business Liability is amended to: 1.Delete paragraph A.1.b.(1)(b)and replace it with the following: b.This insurance applies: (1)To "bodily injury"and "property damage"only if: (b)The "occurrence"occurs during the policy period;and 2.Delete paragraph A.1.b.(2),. B.LIMITS OF INSURANCE With respect only to the coverage provided by this endorsement,SECTION D.Liability And Medical Expenses Limits of Insurance is deleted in its entirety and replaced with the following: D.Limits Of Insurance 1.Regardless of the number of: a.Insureds; b.Claims made or "suits"brought; c.Persons or organizations making claims or bringing "suits";or d."Autos," the applicable Hired Auto Liability limit or Non-Owned Auto Liability limit shown in the Declarations is the most we will pay for damages under SECTION A.Coverages because of all "bodily injury"and "property damage" resulting from any one "occurrence"arising out of the maintenance or use of a "hired auto"or "non-owned auto." SB146902G (Ed.6-16) Page 1of3 Copyright,CNA All Rights Reserved. 50 0 2 0 0 0 9 2 6 0 2 5 2 5 3 5 9 2 0 0 0 9 Policy Number: B6025253592DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 SB146902G (Ed.6-16) C.EXCLUSIONS With respect only to the insurance provided by this endorsement: 1.Under Exclusions,the paragraph entitled Applicable to Business Liability Coverage is amended to delete all exclusions except exclusions a.,b.,d.,e.,f.and i.and to add the following exclusions: This insurance does not apply to: •Fellow Employee "Bodily injury" to: (1)Any fellow "employee"of the insured arising out of and in the course of employment by the insured or while performing duties related to the conduct of the insured's business;or (2)The spouse,child,parent,brother or sister of that fellow "employee"while as a consequence of Paragraph (1)above. •Care,Custody or Control "Property Damage"to: (1)Property owned or being transported by,or rented or loaned to the insured;or (2)Property in the care,custody or control of the insured. D.WHO IS AN INSURED With respect only to the insurance provided by this endorsement,Who Is An Insured is replaced by the following: Each of the following is an insured under this insurance to the extent set forth below: 1.You; 2.Subject to paragraph 3.c.below,your "employee"while operating an "auto"hired or rented under a contract or agreement,with your permission,in that "employee's"name,while performing duties related to the conduct of your business. 3.Anyone else including any partner or "executive officer"of yours while using with your permission a "hired auto"or a "non-owned auto"except: a.The owner or lessee (of whom you are a sublessee)of a "hired auto"or the owner or lessee of a "non-owned auto"or any agent or "employee"of any such owner or lessee; b.Your "employee"if the covered "auto"is owned by that "employee"or a member of his or her household; c.Your "employee"if the covered "auto"is leased,hired or rented by him or her or a member of his or herhouseholdunderaleaseorrentalagreementforaperiodof 180 days or more; d.Any partner or "executive officer" with respect to any "auto"owned by such partner or officer or a member of his or her household; e.Any partner or "executive officer" with respect to any "auto"leased or rented to such partner or officer or a member of his or her household under a lease or rental agreement for a period of 180 days or more; f.Any person while employed in or otherwise engaged in duties in connection with an "auto business,"other than an "auto business"you operate; g.Anyone other than your "employees,"partners,a lessee or borrower or any of their "employees,"while moving property to or from a "hired auto"or a "non-owned auto";or 4.Any other person or organization,but only with respect to their liability because of acts or omissions of an insured under 1.,2.or 3.above. E.AMENDED DEFINITION The Definition of "insured contract"in Section F –Definitions is amended by the addition of the following exceptions to paragraph f.: SB146902G (Ed.6-16) Page 2of3 Copyright,CNA All Rights Reserved. Policy Number: B6025253592 DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8 SB146902G (Ed.6-16) Paragraph f.does not include that part of any contract or agreement: •That pertains to the loan,lease or rental of an "auto"to you or any of your "employees,"if the "auto"is loaned, leased or rented with a driver;or •That holds a person or organization engaged in the business of transporting property by "auto"for hire harmless for your use of a covered "auto"over a route or territory that person or organization is authorized to serve by public authority. F.ADDITIONAL DEFINITIONS Section F.Definitions is amended by the addition of the following definitions: a."Auto Business"means the business or occupation of selling,repairing,servicing,storing or parking "autos." b."Hired auto"means any "auto"you or your "employee"lease,hire,rent or borrow in the course of your business. This does not include: i.Any "auto"you lease,hire or rent under a lease or rental agreement for a period of 180 days or more,or ii.Any "auto"you lease,hire,rent or borrow from any of your "employees,"partners,stockholders,or membersoftheirhouseholds. c."Non-owned auto"means any "autos"you do not own,lease,hire,rent or borrow that are being used in the course and scope of your business at the time of the "occurrence."This includes "autos"owned by your "employees"or partners or members of their households but only while being used in the course and scope of your business at the time of the "occurrence." If you are a sole proprietor,"non-owned auto"means any "autos"you do not own,lease,hire,rent or borrow that are being used in the course and scope of your business or personal affairs at the time of the "occurrence." G.With respect only to the operation of a "hired auto"or "non-owned auto,"Paragraph H,of the Businessowners Common Policy Conditions is deleted and replaced with the following: H.Other Insurance 1.Except for any liability assumed under an "insured contract"the insurance provided by this Coverage Form is excess over any other collectible insurance. However,if your business is the selling,servicing,repairing,parking or storage of "autos,"the insurance provided by this endorsement is primary when covered "bodily injury"or "property damage"arises out of theoperationof a customer's "auto"by you or your "employee." 2.When this Coverage Form and any other Coverage Form or policy covers on the same basis,either excess or primary,we will pay only our share.Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. All other terms and conditions of the Policy remain unchanged. SB146902G (Ed.6-16) Page 3of3 Copyright,CNA All Rights Reserved. 50 0 2 0 0 0 9 2 6 0 2 5 2 5 3 5 9 2 0 0 1 0 Policy Number: B6025253592 DocuSign Envelope ID: 504A6672-7675-444F-AA98-4F6645352BB8