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HomeMy WebLinkAboutDISCOVERY SCIENCE FOUNDATIONCity of Santa A^a Clerk of the Cout._d COTC Office Use Only AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. City of Santa Ana Note: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. AU3 02 16c1 Is the agreement(s) a permanent record? Yes No Clerk of the Council Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. 1 The agreement with ISG�V� Yl jj� O rli) ilk n'!t tc� n N-2018-140 No. (List all amendments. Revised: 10-18-16 was completed on F' / 1 l<3 Use space below if needed.) and final payment has been made. Department: PRLE A Phone/Ext.: jq Signature: (11�illl Date: qIct� M_q INSURANCE ON FILE WORK MAY PROCEED NTIL INSURANCE EXPIRES CLERKOF GCnnm,IL - � � DAZE lit I ? 2018 O: PRCS (® ) Silvia Cuevas N-2018-140 CITY OF SANTA ANA RECREATION FACILITIES USE AGREE MEN THIS AGREEMENT is made and entered into on May 29, 2018 by and between DISCOVERY SCIENCE FOUNDATION a: California non-profit public benefit corporation "Uses") doing'business as the Discovery Cube Orange County, and the CITY OF SANI'A ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A, User wishes to.utilize portions of the, Qty,owped Santa Ana Zoo at Prentice Park to provide summer camp programs to children, including residents of the City, B. City is willing to allow use of portions of the Zoo for such purposes subject to the terms of this Agreement. The parties agree as follows: 1, GRANT OF PERMISSION AND FACILITIES TO BE USED City hereby grants User permission to utilize those portions of the Santa Ana Zoo at Prentice Park ("Facilities") for the exclusive purpose of conducting an educational summer camp for children ages 5-10 years old entering grades K-5, as more specifically described on Exhibit A and on the dates and times therein. Other portions may be used only by mutual agreement in writing of the parties, User's use shall be and remain subj act to the priority use of the property by City, and its invitees, as a zoo facility open to the public, User shall have the responsibility to set programming for each camp in consultation with zoo staff. User agrees to restrict campers from entering any portion of the zoo that has not been designated for camp use or any other areas as requested by zoo staff. 2. COMPENSATION User agrees to pay City $25 per student, due and payable to City upon completion of each week of the camp for services as set forth in the scope of services attached and incorporated as Exhibit A. The total sum.lo be accepted wider this Agreement will not exceed twenty-five thousand dollars ($25,000.00) - 3, TERM This Agreement shall commence on June 25, 2018 and continue through August 8, 2018. 4. COMPLIANCE WITH RULES AND REGULATIONS User shall use and occupy the Facilities in a safe and careful manner and shall comply with all applicable local, state, and federal laws in its use of and activities in the Facilities, including as to the conduct of its employees, agents, clients, customers, guests, and others using the Facilities by reason of this Agreement. User shall also comply with all rules and regulations of City in effect dining its use of the Facilities this includes camp, set up, training, and clean-up. Failure to abide by such laws, rules, or regulations, or any condition of this Agreement, may result in the immediate termination of this Agreement in the sole discretion of the City, 5. BACKGROUND CHECKS Where User's use of the Facilities tinder this Agreement involves participation by minors, User represents and warrants that it has engaged an independent entity to conduct a background check of all employees, agents, independent contractors, volunteers, or other individuals who are performing services for User in connection with such use. The background check shall include at a minimlun a state slid county eria final history investigation where such individual resides and a search of the national and California state sex offender registries. Proof of the background check required under this section shall be provided to City upon request. 6. INDEMNIFICATION User agrees to and shall indemnify, protect, defend, and hold harmless City, its officers, agents, employees, consultants, special counsel, and representatives from and against any and all claims, damages, judgments, attorney's fees, costs and expenses arising out of, involving, or in connection with the use of the Facilities or the acts or omissions of User, its officers, agents, employees, volunteers, guests, or invitees, whether or not such acts or omissions constitute permitted uses of the Facilities, 7. INSURANCE Without limiting User's indemnification obligations, User agrees to obtain and maintain during the term of the Agreement, and to require its subcontractors, if any, to obtain and maintain, insurance as described below: a. Commercial General Liability Insurance. Commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting fiom any act or occurrence arising out of User's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 aggregate, including coverage of sexual molestation with limits not less than $50,000 per occurrence and $100,000 general aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insu ed(s); (b) be primary and not contributory with, respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions, b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance (California statutory limit) and Employer's Liability Insurance for not less than $1,000,000 per occurrence. d. The following requirements apply to the insurance to be provided by User pursuant to this section: 2 (i) User shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. c. If User fails or refuses to produce or maintain the insurance required by this section or fails or refuses to fiunish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement without penalty or further notice to User. S. CONFLICT OF INTEREST CLAUSE User covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. In the event that the Facilities are rendered unavailable due to destruction, partial or total, acts of nature, work stoppages or other labor disturbances, civil commotion, war, or any other action by governmental agencies, or for any reason beyond the control of City, City shall have the right to terminate this Agreement without penalty. 10. LICENSES AND PERMITS User represents and warrants that it, and any agents, independent contractors, subcontractors, vendors, or others acting on its behalf under or with respect to this Agreement, will at all times during the term of this Agreement have and maintain in force any and all licenses, permits, or approvals required by law for the conduct of User's activities under this Agreement, 11. DAMAGE TO FACILITIES User shall be liable for any damage to the Facilities caused by any act of negligence of User, its partners, agents, servants, contractors, representatives, guests, employees, invitees, or customers, City may, at its option, repair such damage, and User agrees to reimburse City for the total cost of repair. 12. PROPERTY BELONGING TO USER. City shall not be responsible for lost, stolen, or damages property belonging to User, its partners, agents, servants, contractors, representatives, guests, employees, invitees, or customers. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and directed to the addresses below or such addresses as either party may later specify in writing. Notice is deemed effective on the date it is given if hand - delivered or received by facsimile that day. Notice given by U.S. mail shall be deemed to have been given three (3) business days after it is deposited in the U,S. mail, postage prepaid and addressed as follows: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702.1988 With copies to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 To User: DISCOVERY SCIENCE FOUNDATION 2500 N Main Street Santa Ana, CA 92705 Attn: Joe Adams, Chief Executive Officer/ President Discovery Cube Orange County 14, EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and User regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties regarding the use of the Facilities. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of User. The parties agree that any terms or conditions of any purchase order or other instrument that arc inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate User or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT User may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. User shall not allow any other person or entity to use the Facilities without the prior written consent of City, N-2018-140 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice. 17. NONDISCRIMINATION User shall not discriminate in the course of its activities in or about the Facilities on the basis of race, color, disability, religion, sex, marital status, sexual orientation, age, national origin, ancestry, disability, or any other basis prohibited by law. User aflimrs that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. AUTHORITY Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement. CITY OF SANTA AN Raul God{naz, II City Manager APPROVED AS TO FORM; SONIA R. CARVALHO City Attorney Laura A. Rossini Senior Assistant City Attorney DISCOVERY SCIENCE FOUNDATION LEND F A R VAL: r//L Nunlez, lnterirtt ama: `Tirt.c Rbteuatez Director—PRCS ode' Vice— R;!!.4ictr E j tFAwCA41on 5 N-2018-140 Exhibit A Scope of Service The User will provide the City with 4 weeks of summer day camp instruction, "Zoo Camp", at the Santa Ana Zoo at Prentice Park in the numbers, ages and dates set forth below: Maximum Age/Grade Start Date End Date Time Camp Number of of Campers Campers 30 Yd- 5th 07/09/18 07/13/18 9AOam- Zoomazement 4:OOpm 30 K-2nd 07/16/18 07/20/18 9:OOam- Junior Wildlife 1:OOpm Adventure 30 3rd-5th 07/23/1$ 07/27/18 9:00am Zoomazement 4:00pm 30 K-2nd 07/30/18 08/03/18 9 00am- Junior Wildlife 1:00pm Adventure The portions of the Zoo that are permitted for the above camps at the respective dates and times are the following: • The Zoo Earn Classroom • Amphitheater and Amphitheater Picnic Area • Other portions of the Zoo maybe used only by mutual agreement of the parties. User agrees to restrict its campers from entering any portion of the Zoo which has not been designated for provision of the camp, and any other area as requested by Zoo staff. 271050 A� a� CERTIFICATE OF LIABILITY INSURANCE DAT7/312016vYv1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Commercial Lines - 213-253-6700 USI Insurance Services National, Inc. - CA Lic#: OD08408 777 South Figueora SC Ste 2100 Los Angeles, CA 90017 CONTACTNorah.Jacobo NAME: PHONE FAX Exl AIC No: E MAIL. ADDRESS: Norah.Jacobo@usi.com INSURER(S) AFFORDING COVERAGE NAICW INSURERA: Philadelphia Indemnity Insurance Company 18058 INSURED Discovery Science Center of Orange County dba. Discovery Cube Orange County N-2018-140 2500 N. Main Street Santa Ana, CA 92705 INSURER B: Travelers Property Casualty CO Of America 25674 INSURER C: INSURER D: INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 13274314 REVISION NI IMRI See below 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, INSR LTR TYPE OF INSURANCE ADDL SUBR WyD POLICY NUMBER POLICY EFF MMiODIYYVY POLICY E%P fMMIDCVYYYYILIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MACE I OCCUR X PHPK1843692 7/1/2018 .7/1/209g EACH OCCUR $ L000,oco FENCE PREMISES Ea occurrence) $ 100,000 MEO EXP (Any one person) $ 5,000 PERSONAL It ADV INJURY S 1,000,000 GEHL AGGREGATE LIMIT APPLIES PER: PRD- X POLICY JECT LOG GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMPIOP AGG $ 2,000,000 Sexual Abuse/Molestation IS Included OTHER: I A AUTOMOBILE LIABILITY PHPK1843692 7/1/2018 ".7/1/2019 COMBINED SINGLE LIMIT Ea accident $ T000,000 X ANY AUTO BODILY INJURY (Per person) $ 11 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accidanl) $ X HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY PROPERTY DAMAGE Per accidanl $ $ A X 1 UMBRELLALIAB X OCCUR PHUB567098 7/1/2018 7/1/2019 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS UAB CLAIMS -MADE DEO i RETENTION$ $ 1 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMERE%CLUDEO? C NIA U6003K35535418 04I01/18 04/01/19"' PER 'ER"- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L DISEASE - EA EMPLOYEE S 1,000,000 (Mandatory In NH) If yes, describe under EL DISEASE-POLICVLIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS 1 LOCATIONS /VEHICLES (ACORD 401. Additional Remarks Schedule, may be attached it more space is required) The City of Santa Ana, its officers, agents, and employees and the City of Santa Ana Parks, Recreation and Com try Services Boy is named as additional insured as it relates to general liability in accordance with the terms and conditions of the policy. The to t{v 'rage' rimary and noncontributory where required by written contract.Umbrella follows form as it relates to additional insureds. City City of Santa Ana Parks, Recreation and Community Services Agency 20 Civic Center Plaza Santa Ana CA 92701 SHOULD ANY OF TH5aSOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ge/.� The ACORD name ACORD 25 (2016/03) Qhls cPIS,au replaces ceuftee# 92742B5laved M LY201 B) are registered marks of ACORD © 1988.2015 ACORD CORPORATION. All Hants reserved PI-GLD-MK (03/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: CULTURAL INSTITUTIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Premises Rented to You $1,000,000 2 Personal and Advertising Injury - Televised or Videotaped Publication Included 3 Medical Payments $20,000 4 Medical Payments - Extended Reporting Period 3 years 4 Athletic Activities Amended 4 Supplementary Payments - Bail Bonds $5,000 - 4 Supplementary Payment - Loss of Earnings $1,000 per day 4 Employee Indemnification Defense Coverage $25,000 5 Additional Insured - Managers and Supervisors (with Fellow Employee Coverage) Included 5 Additional Insured - Broadened Named Insured Included 5 Additional Insured - Funding Source Included 5 Additional Insured - Managers, Landlords, or Lessors of Premises Included 5 Additional Insured - Lessor of Leased Equipment Included 5 Additional Insured -Vendor Included 6 Additional Insured -As Required by Contract Included 7 Additional Insured - State or Political Subdivisions Included 7 General Aggregate Per Location Included 7 Duties in the Event of Occurrence, Claim or Suit Included 7 Unintentional Failure to Disclose Hazards Included 8 Transfer of Rights of Recovery Against Others To Us Clarification , Qi 8 Liberalization Includ e CO Bodily Injury - includes Mental Anguish Include • .�•.. Personal and Advertising Injury - includes Abuse of Process, Discrimination Included a' Q Page 1 of 9 Includes copyrighted material of Insurance Services Office, Inc., with permission. 9) 2012 Philadelphia Indemnity Insurance Company In PI-GLD-MK (03/12) A. Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. C. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems' where it appears in: a. The last paragraph of SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n, do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. b. SECTION III — LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit' the most we will pay under Coverage A for damages because of "property dama any one premises, while rented to you, or in the case of damage by fire, light explosioi smoke, or leakage from automatic fire protective systems while rents ryd ou o A temporarily occupied by you with permission of the owner. �<I A ' c. SECTION V — DEFINITIONS, Paragraph 9.a., is deleted in its entirety and repla - Q\� following. CON Page 2 of 9 Yy e Includes copyrighted material of Insurance Services Office, Inc., with permission. © 2012 Philadelphia Indemnity Insurance Company PI-GLD-MK (03/12) A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1)(a)(11) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. D. Personal and Advertising Injury — Televised or Videotaped Publication 1. SECTION I —COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, Subsection 2. Exclusions, Paragraphs b. and c. are deleted in their entirety and replaced by the following: b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written, televised, or videotaped publication of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written, televised, or videotaped publication of material whose first publication took place before the beginning of the policy period, 2. SECTION V — DEFINITIONS, Paragraph 14. Is deleted in its entirely and replaced by the following. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses, a. False arrest, detention or imprisonment, b. Malicious prosecution, Qua D �C G�PJ� c. The wrongful eviction from, wrongful entry into, or invasion of the right of priv occupancy of a room, dwelling or premises that a person occupies, comm'1j��y\P on behalf of its owner, landlord or lessor; r , Page 3 of 9 or Includes copyrighted material of Insurance Services Office, Inc., with per 0 2012 Philadelphia Indemnity Insurance Company PI-GLD-MK (03/12) d. Oral, written, televised, or videotaped publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, televised, or videotaped publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement", or g. Infringing upon another's copyright, trade dress, slogan, title, or slogan in your ..advertisement." E. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III —LIMITS OF INSURANCE to the greater of: a. $20,000, or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I — COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. F. Athletic Activities SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirely and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. G. Supplementary Payments SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGE A AND B are amended as follows. 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist usv t'he ,ram investigation or defense of the claim or "suit", including actual loss of earnings up to $1 day because of time off from work, G\' cf Page 4 of 9 Includes copyrighted material of Insurance Services Office, Inc., with permission. 0 2012 Philadelphia Indemnity Insurance Company PI-GLD-MK (03/12) H. Employee Indemnification Defense Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits." I. Additional Insureds SECTION II — WHO IS AN INSURED is amended as follows: Each of the following is also an insured: 1. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co -"employee" while in the course of his or her employment by your or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. 2. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. 3. Funding Source — Any person or organization with respect to their liability arising out of: a. Their financial control of you, or b. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 4. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: `1 a. Any "occurrence" which takes place after you cease to be a tenant in that pre \e b. Structural alterations, new construction or demolition operations performor on b I that person or organization. S. Lessor of Leased Equipment— Automatic Status When Required in Lease With You — Any person or organization from whom you lease equipment when sppy� person or organization have agreed in writing in a contract or agreement th ucr Page 5 of 9 .x Includes copyrighted material of Insurance Services Office, Inc., with permission. © 2012 Philadelphia Indemnity Insurance Company PI-GLD-MK (03/12) organization is to be added as an additional insured on your policy. Such person or organization is an insured 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 equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 6. Vendors — Any person(s) or organization(s) (referred to below as vendor), 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: a. The insurance afforded the vendor does not apply to: (1) "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; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) 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; (6) 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; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) 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 (8) "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: (a) The exceptions contained in Sub -paragraphs (4) or (6); or (b) 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 wit the distribution or sale of the products. p, ?1 �> This insurance does not apply to any insured person or organization, from wYygykb�a� have acquired such products, or any ingredient, part or container, entering inter accompanying or containing. Page 6 of 9 101' Includes copyrighted material of Insurance Services Office, Inc., with permission. © 2012 Philadelphia Indemnity Insurance Company PI-GLD-MK (03112) As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations 8. State or Political Subdivisions —Any state or political subdivision as required, subject to the following provisions: a. This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. b. This insurance does not apply to: (1) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard." J. General Aggregate Per Location SECTION III — LIMITS OF INSURANCE, Paragraph 2. Is amended to include the following additional provision: The General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. K. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: Item a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. Item b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim�l'suit" known to: ��,\ (1) You, if you are an individual; G�E�4,65 (2) A partner, if you are a partnership; or Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc., with permission? 0 2012 Philadelphia Indemnity Insurance Company PI-GLD-MK (03112) (3) An executive officer or insurance manager, if you are a corporation. L. Unintentional Failure To Disclose Hazards SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. M. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Recovery Against Others To Us is deleted in its entirety and replaced by the following: 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. Therefore, the insured can waive the insurer's Rights of Recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. N. Liberalization SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. .O. Bodily Injury —Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. is deleted in its entirety and replaced by the following: "Bodily injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. P. Personal and Advertising Injury —Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: ,,91 1. SECTION V — DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by tYaa'`Q7 following: �� et q (A b, Malicious prosecution or abuse of process; (,5%- 2. SECTION V —DEFINITIONS, ParagrapPended to include the followin Page 8 of g Includes copyrighted material of Insurance Services Office, Inc., with per is !on. �J 0 2012 Philadelphia Indemnity Insurance Company PI-GLD-MK (03/12) Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. �ed°o1 �1 ¢�J Page 9 of 9 Includes copyrighted material of Insurance Services Office, Inc., with permission. 5 2012 Philadelphia Indemnity Insurance Company PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 07/01/2018 Name of Person or Organization (Additional Insured): Blanket where required by written contract. SECTION II —WHO IS AN INSURED is amended to include as an additional insured the person(s) or organizations) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," ..property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization, This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured, The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III — LIMITS OF INSURANCE. e616 , )\ All other terms, conditions, and exclusions under the policy are applicable to this endorsf and remain unchanged." r1Ul/ G,%e 0. Page 1 of 1 \0,r5o�� Includes copyrighted material of Insurance Services Office, Inc., with its mis 1''`'