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HomeMy WebLinkAboutBendable Labs SPC; 2024-08-12;City Attorney Approved Version 6/5/2024 Page 1 AGREEMENT FOR ONLINE SKILLS DEVELOPMENT PLATFORM SERVICES BENDABLE LABS, SPC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 20__, by and between the City of Carlsbad, California, a municipal corporation ("City") and Bendable Labs, SPC., a California special purpose corporation ("Contractor”). RECITALS City requires the professional services of a company that is experienced in developing and maintaining a platform to curate and deliver online skills training. 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. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed six thousand five hundred dollars ($6,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not six thousand five hundred ($6,500) per Agreement year. 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. Docusign Envelope ID: 4BD5F60B-A678-4CAC-A6FD-E5CE25189BCC August 24 12th City Attorney Approved Version 6/5/2024 Page 2 If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Matt Sanford Name Rick Wartzman Title Economic Development Manager Title Co-President Department Economic Development Address 715 Glenside Circle City of Carlsbad Lafayette, CA 94549 Address 1635 Faraday Ave Phone No. 323-896-0626 Carlsbad, CA 92008 Email rick@bendablelabs.com Phone No. 442-339-5987 Docusign Envelope ID: 4BD5F60B-A678-4CAC-A6FD-E5CE25189BCC ~s City Attorney Approved Version 6/5/2024 Page 3 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 ☒ 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 shall be interpreted in accordance with the laws of the State of California. 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. Docusign Envelope ID: 4BD5F60B-A678-4CAC-A6FD-E5CE25189BCC City Attorney Approved Version 6/5/2024 Page 4 14. 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. 15. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 16. 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. 17. 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. Docusign Envelope ID: 4BD5F60B-A678-4CAC-A6FD-E5CE25189BCC City Attorney Approved Version 6/5/2024 Page 5 18. 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 Bendable Labs, SPC., a California Special Purpose Corporation By: By: (sign here) MATT SANFORD Economic Development Manager RICK WARTZMAN, Co-President (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: SARAH ZANER, Co-President 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 / Assistant City Attorney Docusign Envelope ID: 4BD5F60B-A678-4CAC-A6FD-E5CE25189BCC Bendable for the City of Carlsbad Statement of Work July 2024 Docusign Envelope ID: 4BD5F60B-A678-4CAC-A6FD-E5CE25189BCCI IL~I 1----.,_III lll r: ~L ~ 17 X -< ~ ~ ~ 1~'@'\ ~ / \_ / \ / / ...... / ~ \ \ \' "I k / / /, ./ ./ \ \ \ f® \. ../, ,I ~ \. ../ ...... / \ \ '\ ~ "'1 \ \ >-< -< ,/ '-~ / 1~'@\ \_ / \ / / ...... / ~ ,,I \ \... /, ,) \ \ '\' "I k ,/ / / '-./ \ \ f® ~ \... / ...... / ~ Bendable t!j Labs ~ /\ \ \ ,, \ \ >-< k / '-. ~ 1~'@'' ~ / I'-../ \ ) / ...... / ~ \ \ \/ "I >-< / / ./ '-,/ ,/ \ \ / \ f@) \_ /, ,I ~ \_ / ...... / t '\ \ '\ / ' \ \ X -< / '-. ~ 1~'@\ ~ / / \ ) ' / ...... / ~ \ \ '\' ' >-< '-/ _/ / '-./ ,,I \ \ \ f@) '-. /, ,) ~ '-. ../ ...... / Bendable Labs Bendable for the City of Carlsbad 1June 2024 1. INTRODUCTION Bendable Labs is a technology, consulting and research firm that aims to improve economic stability, mobility and opportunity for people across the United States. Spun out of the Drucker Institute at Claremont Graduate University, we are officially registered with the State of California as a social purpose corporation. Our flagship product is Bendable, a lifelong learning and workforce development platform. The City of Carlsbad’s Department of Innovation & Economic Development has expressed interest in engaging Bendable Labs to offer its Bendable platform to local residents. 2. THE ENGAGEMENT Bendable Labs will: •Make the Bendable platform available to Carlsbad residents through the Carlsbad City Library. •Customize the platform with a special section for job seekers that will align specific learning resources with in-demand job skills highlighted on a dashboard being provided to the City by the labor analytics firm Lightcast. •Train staff from the library and the Department of Innovation & Economic Development, as requested, on platform usage, including the ability to update the learning content that is featured on Bendable. •Offer promotional materials and quick-guides to encourage the use of Bendable and make signing up quick and easy. Docusign Envelope ID: 4BD5F60B-A678-4CAC-A6FD-E5CE25189BCC ~ Bendable tt:I Labs Bendable Labs Bendable for the City of Carlsbad 2June 2024 •Make available a user-insights dashboard so that the Department of Innovation & Economic Development and the Carlsbad City Library can stay updated on how the community is using Bendable. •Provide ongoing technical support, with a response via email guaranteed by the next business day. 3. PROJECT COST The total cost for a Bendable License for one year, as well as the services noted above in Section 2, is $6,500. Docusign Envelope ID: 4BD5F60B-A678-4CAC-A6FD-E5CE25189BCC ~ Bendable tt:I Labs Bendable Labs Bendable for the City of Carlsbad 3June 2024 APPENDIX Learning providers available on Bendable Carlsbad Brainfuse is a leading online tutoring provider, offering learners access to real-time assistance as well as to self-paced courses. Brainfuse’s free training can help learners with completing their homework, preparing for exams, proofreading their writing and more. Brainfuse offers SkillSurfer, a comprehensive library of lessons, videos and practice tests on a wide range of subjects, including state-aligned skills, ESL, college applications and resources for parents. Common Threads is a national nonprofit organization that provides children and families cooking and nutrition education to encourage healthy habits that contribute to wellness. It equips under-resourced communities with information to make affordable, nutritious and appealing food choices wherever they live, work, learn and play. Knowing that food is rooted in culture and tradition, Common Threads promotes diversity in its lessons and recipes, encouraging participants to celebrate the world around them. Coursera delivers flexible, affordable, job-relevant online learning by presenting courses from more than 250 leading universities and companies around the world. Coursera resources are available anytime, anywhere. The offerings range from hands-on courses to job certifications and degree programs. The online learning platform, in seeking to promote access to world-class education for all, has reached more than 80 million learners, 100-plus Fortune 500 companies and some 6,000 campuses, businesses and governments. Creativebug offers thousands of online video classes covering a broad range of arts and crafts. Learners can explore how to paint, screen-print, crochet, knit, sew and more. Classes are available anytime, anywhere. And Docusign Envelope ID: 4BD5F60B-A678-4CAC-A6FD-E5CE25189BCC ~ Bendable tt:I Labs Bendable Labs Bendable for the City of Carlsbad 4June 2024 because classes never expire, learners can start and stop projects at their own pace. Dedicated to the idea that the arts deserve to be shared with everyone, the company donates a percentage of subscription dollars to nonprofits in art education. Developed by the Public Library Association, DigitalLearn.org is an online hub for digital literacy support and training. The site launched in June 2013 and builds upon the work of libraries and community organizations as they strive to increase digital literacy across the nation. Modules are video-based with narration, typically 6 to 22 minutes long, written in plain language and often at an elementary to middle school reading level. Founded by Harvard and MIT and now part of the digital education company 2U, edX is home to tens of millions of learners. It offers the highest quality online courses from more than 260 institutions that share its commitment to excellence in teaching and learning. edX is transforming traditional education by removing the barriers of cost, location and access. Fulfilling the demand for people to learn on their own terms, edX supports learners at every stage, whether entering the job market, changing fields, seeking a promotion or exploring new interests. GCF Global, originally a program of the Goodwill Community Foundation and Goodwill Industries of Eastern North Carolina Inc., has served more than 100 million people over 20 years. You can access its content 24 hours a day, at your own pace. You can watch a single video tutorial or take an entire course—it’s up to you. As our friends at GCF Global put it, “We believe there’s freedom in the ability to learn what you want, when you want, regardless of income or circumstances. Khan Academy offers practice exercises, instructional videos and a personalized learning dashboard that empower learners to study at their own pace in and outside of the classroom. It tackles math, science, Docusign Envelope ID: 4BD5F60B-A678-4CAC-A6FD-E5CE25189BCC ~ Bendable tt:I Labs Bendable Labs Bendable for the City of Carlsbad 5June 2024 computer programming, history, art history, economics and more. Khan Academy’s math missions guide learners from kindergarten to calculus using state-of-the-art, adaptive technology that identifies strengths and learning gaps. Millions of students from all over the world learn at their own pace on Khan Academy every single day. LearningExpress provides online resources for student and adult learners in the areas of academic skill building, career development and more. Its offerings include interactive tutorials, practice tests, e-books, flashcards and articles. Among the major subjects in its course catalog are high school equivalency, college admissions test preparation, classroom and homework success for high school students, achieving undergraduate goals and preparing for future success for college students, and adult core skills. Mango Languages is an online language-learning system that uses real- world situations, vocabulary, and conversations to help students learn words, phrases, grammar, and conjugation. It offers instruction for over 70 languages, including Spanish, French, Japanese, Brazilian Portuguese, German, Mandarin Chinese, Greek, Italian, and Russian. ParentTV offers hundreds of on-demand videos with content designed to support those who care for children, from infancy through the teenage years. From Afrikaans to Zulu, Pronuciator offers beginning instruction in more than 160 languages. Pronuciator’s beginner courses cover the essentials: basic verbs, common conversational phrases, pronouns and vocabulary to express time and numbers. No prior experience is needed to start learning a new language. The platform provides an average of 10,000 instructional phrases per language; the abundance of content allows users to create robust personalized courses. Docusign Envelope ID: 4BD5F60B-A678-4CAC-A6FD-E5CE25189BCC ~ Bendable tt:I Labs Bendable Labs Bendable for the City of Carlsbad 6June 2024 SCORE is a nonprofit organization that aims to provide educational workshops and help small businesses get started, grow and operate effectively. Its 135 mentors across Maine provide free services at numerous locations to more than 4,300 clients. SCORE also offers free and low-cost business education workshops on a wide range of topics, including planning and financing, website development and social media marketing. Sokanu's platform, CareerExplorer, helps people find their ideal career in two ways: through a career test—a prediction engine that uses the latest innovations in psychometrics and machine learning—and through more than 800 career profiles, which contain thousands of pieces of unique content aimed at helping students and working adults alike understand and enter careers. CareerExplorer’s ultimate goal is to help individuals find a meaningful way to contribute to the world so that they can achieve a sense of fulfillment and belonging. Docusign Envelope ID: 4BD5F60B-A678-4CAC-A6FD-E5CE25189BCC ~ Bendable tt:I Labs 07/30/2024 UWIB Risk & Insurance Solutions 228 Pearl St. FL. 2 Franklin TN 37064 Christa Ritner (800) 378-5554 (626) 683-7682 christa@uwib.com Bendable Labs SPC 328 N Mansfield Ave Los Angeles CA 90036-2624 Travelers Casualty Insurance Co. of America 19046 Travelers Property Casualty of America 25674 Coalition Insurance Services 25038a CL2473015593 A Y 6803Y235753 04/04/2024 01/01/2025 1,000,000 300,000 5,000 1,000,000 2,000,000 2,000,000 A 6803Y235753 04/04/2024 01/01/2025 1,000,000 B UB3Y236239 04/04/2024 01/01/2025 1,000,000 1,000,000 1,000,000 C Professional Liability C4MA1245182CYBER2024 01/01/2024 01/01/2025 Aggregate Policy Limit of Liability $2,000,000 THIRD PARTY LIABILITY COVERAGESA. NETWORK AND INFORMATION $2,000,000 Re: Professional Services. The City of Carlsbad, (or if applicable- the City of Carlsbad Redevelopment Agency, Housing Authority orCarlsbad Municipal Water District) its officials, employees and Volunteers are included as additional insured on General Liability and Automobile Liability policies per the attached endorsements. General Liability policy is Primary and Non-Contributory per the attached endorsement. Waiver of Subrogationapplies to General Liability and Automobile Liability policies per the attached endorsements. The City of Carlsbad, Economic Development Department 1635 Faraday Ave. Carlsbad CA 92008 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 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. $ $ $ $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 OCCURRENCEDAMAGE 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 ACORD® I ~ I X I [8] - - ~ □ □ - - - - -X X -H I I XI I I □ I COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft -75 Feet Long Or Less B. Who Is An Insured -Unnamed Subsidiaries C. Who Is An Insured -Employees -Supervisory Positions D. Who Is An Insured -Newly Acquired Or Formed Limited Liability Companies E. Who Is An Insured -Liability For Conduct Of Unnamed Partnerships Or Joint Ventures F. Blanket Additional Insured -Persons Or Organizations For Your Ongoing Operations As Required By Written Contract Or Agreement G. Blanket Additional Insured -Broad Form Vendors H. Blanket Additional Insured -Controlling Interest PROVISIONS A. NON-OWNED WATER CRAFT -75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I - COVERAGES -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e. of SECTION II -WHO IS AN INSURED: e. Any person or organization that, with your express or implied consent, either uses or I. Blanket Additional Insured -Mortgagees, Assignees, Successors Or Receivers J. Blanket Additional Insured -Governmental Entities -Permits Or Authorizations Relating To Premises K. Blanket Additional Insured -Governmental Entities -Permits Or Authorizations Relating To Operations L .. Medical Payments -Increased Limit M. Blanket Waiver Of Subrogation N. Contractual Liability -Railroads 0. Damage To Premises Rented To You is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or property for a charge. B. WHO IS AN INSURED UNNAMED SUBSIDIARIES The following is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. CG D417 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II -Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED -EMPLOYEES - SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTIO N II -WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a co-"employee" while in the course of the co-"employee's" employment by you arising out of work by any of your "employees" who hold a supervisory position. D. WHO IS AN INSURED -NEWLY ACQUIRED OR FOR MED LIMITED LAIBILITY COMPANIES The following replaces Paragraph 3. of SECTION II -WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II -Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization, other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. E. WHO IS AN INSURED -LAIBIL TY FOR CONDUCT OF UNNAMED PARTNERSHIP SO R JOINT VENTURES The following replaces the last paragraph of SECTION II -WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an insured under Section II -Who Is An Insured. F. BLANKET ADDITIONAL INSURED -PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or Page 2 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D417 0219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. G. BLANKET ADDITIONAL INSURED -BROAD FORM VENDORS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Arises out of "your products" that are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you; (2) Any change in "your products" made by such vendor; (3) 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; (4) Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (S) Demonstration, installation, servicing or repair operations, except such operations COMMERCIAL GENERAL LIABILITY performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" that, 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 on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. H. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II -WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. I. BLANKET ADDITIONAL INSURED MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its CG D417 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. J. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. K. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO OPER- ATIONS The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products-completed operations hazard". L. MEDICAL PAYMENTS-INCREASED LIMIT The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. M. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we Page 4 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D417 0219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. N. CONTRACTUAL LIABILITY -RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; COMMERCIAL GENERAL LIABILITY 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. 0. DAMAGE TO PREMISES RENTED TO YOU The following replaces the definition of "premises damage" in the DEFINITIONS Section: "Premises damage" means "property damage" to: a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. CG D417 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permission.