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DAVISELEN ADVERTISING, INC.
City of Santa Ana Clerk of the Council corc office AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements City Of Santa Ana have been satisfied prior to signing the termination form. ,U 3 02 2021 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. n The agreement with No. N-2019-175 was completed on (List all amendments. Use space below if needed.) Revised: 10-1&16 6140 and final payment has been made. Department: pvxs*� / M t Phone/Ext.: 5304 Signature: zsQ�J 6 & 1yp LN 1 Date: W INSURANCE NOT ON FILE WORK MAY NQ PROCEED N-2019-176 CLERK OF COUNCIL © DATE: SEP 1 2 2019 SPONSORSIIP AGREEMENT WITH DAVIS ELEN ADVERTISING ON A �� BEHALF OF MCDONALDS S v � k CV\'l.o w7 FOR FIESTAS PATRIAS 2019 THIS SPONSORSHIP AGREEMENT is made and entered into this 9th day of September, 2019 by and between DavisElen Advertising, Inc. ("Sponsor") a California Corporation, and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City is producing its Fiestas Patrias in Santa Ana on September 14-September 15, 2019 ("Event") and desires to retain sponsors for the Event. B. Sponsor represents that it is able and willing to provide sponsorship for the Event on behalf of its client, McDonald's Operators of Southern California ("MOASC"). Sponsor represents that it is authorized by MOASC to enter into this Agreement for its benefit. C. City and Sponsor desire to enter into this Sponsorship Agreement to identify each parry's respective responsibilities for the sponsorship. D. Sponsor represents that it and/or MOASC do not have any pending or open applications with the City that require discretionary approval. E. Sponsor represents that it and/or MOASC is not adverse to the City in any pending or ongoing legal proceeding. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. CITY RESPONSIBLITIES City shall be responsible for providing the following: a. One (1) 20 x 30 booth space for Sponsor; and b. One (I) electrical outlet and lighting at Sponsor's request. 2. SPONSOR RESPONSIBILITIES AND BENEFITS Sponsor shall be responsible for: (1) On Saturday, September 14, 2019 from 12:00 p.m. to 10:00 p.m. and on Sunday, September 15, 2019 from 12:00 p.m. to 9:00 p.m., utilizing the booth provided by the City to provide free samples of McDonald's smoothies or other McDonald's products (pre - approved by the City) to the public. (2) Obtain an Orange County Health Permit from the County of Orange; (3) Provide any equipment necessary at Sponsor's expense for safe food and/or beverage distribution; (4) Provide any equipment including a generator, table, canopies, or chairs necessary for Sponsor to utilize the booth pursuant to the terms of this Agreement; (5) Comply with all Orange County Fire Authority requirements for the use of a generator; (6) Comply with and require any subcontractors, volunteers or agents to comply with all City Event Exhibitor requirements; (7) Have MOASC designated as a sponsor of the Event. b. Sponsor grants to City the right to use MOASC's trademark(s), trade name(s), logo designs and company descriptions as prepared and delivered to City by Sponsor in any medium of advertising, marketing materials, and/or promotional goods distributed in conjunction with the Event and in accordance with Sponsor and/or MOASC's usage guidelines. 3. SPONSORSHIP FEE For its participation as a Sponsor for the Event, Sponsor shall pay to the City a sponsorship fee of six thousand five hundred dollars ($6,500). The sponsorship fee is payable by Sponsor to City upon execution of this Agreement or by September 13, 2019 whichever occurs first. Sponsor shall not be entitled to the sponsorship benefits under this Agreement, or to otherwise participate in the Event, if the sponsorship fee is not received pursuant to the terms of this Agreement. 4. EXCLUSIVITY OF SPONSORSHIP This sponsorship is non-exclusive. The City may enter into other sponsorship agreements for this Event. 3. TERM This Agreement shall commence on the date stated above and continue through September 16, 2019, unless terminated as otherwise provided in this Agreement. 4. INDEPENDENT CONTRACTOR Sponsor shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Sponsor performs the services which are the subject matter of this Agreement; however, the services to be provided by Sponsor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Sponsor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE During the term of this Agreement, Sponsor and/or any subcontractors, volunteers or agents acting on behalf of Sponsor, providing services for Event pursuant to this Agreement shall obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Sponsor shall maintain 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 from any act or occurrence arising out of Sponsor'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 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and non-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 -awned automobiles. c. Worker's Compensation Insurance. In accordance with California state law, Sponsor, if Sponsor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Sponsor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Sponsor pursuant to this section: (i) Sponsor shall maintain all insurance required above in fill 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 e. I£ Sponsor faits or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish 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 tenninate this Agreement. 6. INDEMNIFICATION To the fullest extent permitted by law, Sponsor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from or in any manner are related (directly or indirectly) to this Agreement or Sponsor's presence or activities at the Event (including the negligent and/or willful acts, errors and/or omissions of Sponsor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of thein or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Sponsor to indemnify the indemnified parties fiom any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. 'rho policy limits do not act as a limitation upon the amount of indemnification to be provided by the Sponsor. 7. CONFIDENTIALITY If Sponsor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Sponsor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like irnportance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information, Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. `rho foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Sponsor disclosed in a publicly available source; (c) is in rightful possession of the Sponsor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Sponsor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Sponsor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with this sponsorship agreement. Should this sponsorship create a conflict of interest for the City, the sponsorship agreement shall be deemed null and void. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 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 Fax:714-647-6956 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702-1988 Fax: 714-571-4221 And, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) Santa Ana, California 92702-1988 Fax:714-647-5212 To Sponsor: DavidElen Advertising, Inc. 865 South Figueroa Street, Suite 1200 Los Angeles, CA 90017 Phone: (213) 688-7091 Fax: (213) 688-7104 Email: leandrabourgard a)davidelen.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. if sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been. deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above, If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Sponsor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. 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 Sponsor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Sponsor 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. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Sponsor, Sponsor 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. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services, which are the subject to this Agreement performed by City personnel or by other Sponsors retained by City. 12. CANCELLLATION OR TERMINATION If, because of war, fire, strike, civil strife, government regulation, natural catastrophe, an act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control of City, the Event or any part thereof is prevented trorn being held or is cancelled by City, City, in its sole discretion, shall determine and refund to the Sponsor its proportionate share of the balance of the aggregate sponsor fees received that remain after deducting expenses incurred by City and reasonable compensation to City. In no case shall the amount of the refund to the Sponsor exceed the amount of the fee paid. City reserves the right to cancel any portion of the Event as it deems necessary and appropriate. Cancellation by the Sponsor will be accepted only in writing. In the event of cancellation by Sponsor, Sponsor will remain obligated for 100% of the sponsorship fee, and City will retain the right to seek and retain an alternate sponsor in City's sole discretion. 13, NONDISCRIMINATION Sponsor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or any activities in connection with this Agreement. Sponsor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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 Change 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. 15. PROFESSIONAL LICENSES Sponsor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Sponsor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16, PERSONAL BENEFIT TO CITY OFFICERS AND EMPLOYEES IS PRO UBITED Sponsor must not confer a personal benefit, directly or indirectly, to any individual City officer or employee. 17. NO ENDORSEMENT Sponsorship shall not be deemed to constitute an endorsement by City of Sponsor, its services, products, officials, board members, or owners. 18. LIMITATIONS a. Editorial Control: City retains the right to exercise full editorial control over the placement, content, appearance, wording, and design of sponsorship materials and messages. b. No Use of City Logo or Seal: This sponsorship agreement does not allow for the use of the City's seal or logo by sponsor. C. Content: Sponsorship signage, materials, advertising, handouts, etc., provided by sponsor pursuant to this agreement shall not contain the following: (1) Obscenity; (2) Pornography; (3) Fighting words; (4) Fraudulent material; (5) Defamatory, libelous, or slanderous material; (6) Promotion of illegal drugs, tobacco products, gambling, or adult entertainment; (7) Political campaign speech, speech that supports or opposes a ballot measure or initiative, speech that supports or opposes any person running for political office. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. c. The portions of this Agreement are severable. Any invalidity, unenforceability or illegality of any provision or provisions, shall not act to invalidate the entire Agreement. Each term or provision of this Agreement shall be construed to be valid and enforceable to the fullest extent of the law. IN WITNESS WHEREOF, the parties hereto have executed this Sponsorship Agreement the date and year first above written. C erk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Rl9N�UrLI LAURA A. ROSSINI Senior Assistant City Attorney CITY OF SANTA ANA KRI TINE RIDGE City Manager SPONSOR teanso-a D. Sowga4 DavisElen Advertising, Inc. Name: Leandra O. Bourgard Title: Senior Account Manager [Signatures continue on the next page] RECOMMENDED FOR AP,'1-ROVAL; LISA tUDVFF Execu&xeArcctor of Parks, Recreation and Community Services Agency NCOS ACORO CERTIFICATE OF LIABILITY INSURANCE 10/31/2019 DATE(MMDIYM) 1 9/6/2019 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 pollcy(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 endomement(s). PRODUCER Lockton Insurance Brokers, LLC 777 S. Figueroa Street, 52nd Fl. CA License#OF15767 Los Angeles CA 90017 CONTACT NAME: PHONE _ FAX AND No: E-MAIL ADDRESS, INSURER(S)AFFORDING COVERAGE N1 CY (213)689-0065 _ INSURER A: Hartford Fire Insurance Com an 19682 INSURED Advantage Solutions, Inc. 1381013 dba: Eventus Marketing, LLC 11980 Telegraph Rd#104 N 20`Lq'' 4� Santa Fe Springs CA 90670 1V' INSURERB -ACE Pro cif &Casualty Insurance Co 1 20699 INSURER C: _ INSURER D: - -- - -- -- — INSURER E INSURER F : COVERAGES ADVSA01 CERTIFICATE NUMBER: 1AIR7011 REVISIr1M NUMBER: vv 11 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 INRD SUB I VIVO I POLICY NUMBER POLICY EFF DDIYYYY POLICY EXP MMIDD LIMITS A MGENERAL !LIABILITY CLAIMS -MADE OCCUR Y N' 72C$ER30003 10/312018 10/31/2019 EACH OCCURRENCE DAMAGE TO TED PREMISES Eaocnarence E 2,000,000 �T�C�MERCIAL s 1000000 s X)MXXX MED EXP (Anyone person) s 2 000 000 PERSONAL s ADV INJURY AGGREGATE LIMIT APPLIES PER: POLICY JECT Fx ILOC s 4000000 GENT ! G_ENERALAGGREGATE_ PRODUCTS -COMPTOP AGG s 4.000.000 s OTHER: A AUTOMOSILE LIABILITY N N 72CSER30002 10/3112018 10/31,2019 COMBINED SING IT Ea accident $ 2,000,000 }( ANYAUrO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY now Person) s XXXXXXX '- BODILY INJURY(Peracddenn $ XXXXXXX HIRED NON-0WNED AUTOS ONLY AUTOS ONLY PROPERTYDAMAGE _ IN, acaWenl s XXXXXXX Conw/Coll Ded. s 1,000 0 X UMBRELLA LIAR X OCCUR N N M00987566001 10/31/2018 1031/2019 EACH OCCURRENCE $5000000 EXCESS LIAR_ CLAIMS-MAOEI AGGREGATE s 5000000 s XXX)cXm DIED X RETENTION$ 10.000 A A WORKERS COMPENSATION AND EMPLOYERTLIABILRY N 72VVNR3000o AOS ANY PROPRIETORIPARTNERIEXECUTNE YIN 73WBRR30GOI W1 (Mande%in NH)EXCLUDED' � N/A Myyeers describeunder 0 SCRIPTIONOFOPERATIONSInd. 10/31/2018 1031(2018 10/31i2019 ID/31/2GI9 PER OTH- X STATUTE ER EL EACH ACCIDENT $ 00000 E.L. DISEASE -EA - E $ `- OQQQO __- E.L.OISEASE-POmlrt4i- $ 00000 O 'C7 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (AOORO 101. Additional Remarks schedule, maybe anached if more space is required) _ City of Santa Ana, officers, agents, employees, and volunteers are an Additional Insured rs to the extent provided by the policy language or endows nr�sued or? approved by the insurance carrier. Insurance provided to Additional Insured(s) is primary and noncontributory as per die attached endorsement r)ffioTicL languele. �C-) REVI WED & APPROVED y, -- By R MANAGEMENT DIVISION C 112019 16287921 City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 ACORD 25 (2016103) M. LAMBERT I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The ACORD name and logo are registered marks of ACORD riahts reserved. Attachment Code: D530510 Certificate ID: 16287921 POLICY NUMBER: 72CSER30003 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF OTHER INSURANCE CONDITION - SCHEDULED ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional INsured Person(s) Or Organization(s): ALL PERSON OR ORGANIZATIONS FOR WHOM YOU HAVE AGREED, IN A WRITTEN CONTRACT OR AGREEMENT, TO PROVIDE INSURANCE ON A PRIMARY AND NON-CONTRIBUTORY BASIS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. With respect to insurance provided to the additional insured or insureds shown in the Schedule, Paragraph 4. of Section IV - Conditions is replaced by the following: 4. Other Insurance If other valid and collectible insurance Is available to the additional insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance (1) Primary Insurance When Required By The Additional Insured This Insurance is primary if you have agreed with any additional insured or insureds shown in the Schedule that this insurance is primary. If other insurance is also primary, we will share with all that other insurance by the method described in Paragraph c. below Form HS 20 07 12 10 (2) Primary And Non -Contributory To Other Insurance When Required By The Additional Insured If you have agreed with any additional insured or insureds shown in the Schedule that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured has been added as an additional insured or to other insurance described in Paragraph b, below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: 2010, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 2 Attachment Code; D530510 Certificate Ill: 16287921 (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment of the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury Arid Property Damage Liability; or (6)When You Are Added As An Additional Insured To Other insurance That is available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by the insurance. Form HS 20 07 1210 When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. when this Insurance Is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of the Coverage Part. 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. 2010, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with Its permission 4 Page 2 of 2 DAZM cmlcos) September 10, 2019 To Whom It May Concern: This serves as a formal confirmation that McDonald's Operators of Southern California (MOASC) is not utilizing vehicles or their direct employees during the 2019 Santa Ana Fiestas Patrias event taking place on Saturday, 9/14 & Sunday, 9/15. Only Advantage Solutions, Inc., dba: Eventus Marketing, LLC will be utilizing vehicles for asset drop off & pick up and their employees as staff for sampling McDonald's products: McCafe Mango Pineapple Smoothies and McCafe Strawberry Banana Smoothies. Advantage Solutions, Inc., dba: Eventus Marketing, LLC has been hired by Davis Elen Advertising, Inc. since 2018 for all activations at community events, handling all logistics, experiential activations and McDonald's food sampling. Davis Elen Advertising, Inc. is the agency of record for MOASC for over 50 years. Davis Elen Advertising, Inc.'s Scope of Work for MOASC includes creative development/production, account services, strategic planning, and event strategy planning. MOASC is connected with Davis Elen and Advertising Solutions, Inc., dba: Eventus Marketing, LLC and all parties are self -insured. REVIEKD & APPROVED 9y Ris NAGEMENT DIVISION Sincerely, Leandra 0. Bougard Sr. Account Manager Davis Elen Advertising, Inc. 865 5. Figueroa St. #1200 - Los Angeles, CA 90017 1 O: 213-688-7000 12 2019 M. LAMBERT A�Rbr CERTIFICATE OF LIABILITY INSURANCE 099/A 9/2019""' 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(les) must 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 CONTACT NAME Marsh Sponsored Programs a division of Marsh USA Inc. P.O. Box 19992 PHONE .800-323-9195 q 86b-395-9725 AMRE ;mcdonalds@mar3h.com INSURERS AFFORDING COVERAGE Mk1CN Des Moines, IA 50306 INSURERA: Philadelphia Indemnity Insurance Co 1805E INSURER INSURER B: McD Op Assn of So. CA IMOASCI INSURERC: Attn: Donna Feder 21600 Oxnard St. Suite 2000 INSURER o: INSURERE: Woodland Hills, CA 91367-4969 NSURER F: COVERAGES CERTIFICATE NUMBER REVISION NUMBER THIS IS TO CERTI FY 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. L1RR TYPE OF INSURANCE ADOLSUBR INSO WV0 POLICY NUMBER E 009 LIMITS A X I COMMERCIAL GENERAL LIABILITY PHPK1970371 J`a101/^015 of/Ul/^_o^, EACH OCCURRENCE 31,000,000 1-7 PREMISES Lea omc ace $300,000 LLAIMSfAADE %] OCCUR MEO EXP (My oneperson) $5, 000 PERSONAL &ADV INJURY S1,000,000 LIMIT APPLIES PER: POLICV0JEPO CTT �LOC GENERAL AGGREGATE S2,000,000 GEN'LAGGREGATE X PRODUCTS -COMPIOP AGE $2,000,000 E OTHER: AUTOMOBILELIABILITY COMBINED SINGLE LIMIT Ea accident S BODILY INJURY (Pa person) S ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per acNdenU Y NOTOWNED HIRED AUTOS AUTOS PROPERTY DAMAGE PnraccMenr $ $ UMBRELLA LAB OCCUR EACH OCCURRENCE S AGGREGATE $ EXCESS LAB CLAIMS MADE DEO I I RETENTION $ S WORKERS COMPENSATION PER OTH. AND EMPLOYERS' LIABILITY Y/N STATE EB EL EACH ACCIDENT S ANY PROPRIETORIPARTNERIEXECUDVE OFFICERIMEMBER EXCLUD509 NIA E.L. DISEASE - EA EMPLOYE $ (Mandator, In NH) II yyes, describe under DE SCRIPtIONOFOPERATIONSnel. E.L. DISEASE -POLICY LIMIT I S DESCRIPTION OF OPERATIONS r LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be aaeohW If more span Is required) Even,: Santa Ana Fiestas Pat[ins Date: saptembee 14-15, _-013 TLae: LD:JOam to 11:1)Jom acati.on: City er Sans Ana - Fes ,L Sr, e Santa Ana Blvd. City of Santa Ana Risk Management Div 20 Civic Center Fla Santa Ana, CA 92702 ACORD 25 (2014101) DS897209994 & APPRW SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE \GEMEM THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 8i ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ®190-2(�fl ACORD CORPORATION. All rights reserved. The ACORD name and logo ariftegistered marks of ACORD Philadelphia Indemnity Insurance Company Form Schedule — Policy Policy Number: PHPK1970371 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description WHY MyPHLY 0000 WHY MyPHLY? CSNotice-1 0818 Making Things Easier B.IP-190-1 1298 Commercial Lines Policy Jacket PI -REINS -NOTICE 1 0318 Notice Reinstatement Fee IL N 177 0912 California Premium Refund Disclosure Notice PP2015 0615 Privacy Policy Notice CPD-PIIC 0614 Common Policy Declarations Location Schedule 0100 Location Schedule Additional Insured Schedule 0100 Additional Insured Schedule PI-BELL-1 1109 Bell Endorsement PI-CME-I 1009 Crisis Management Enhancement Endorsement IL0017 1198 Common Policy Conditions IL0021 0908 Nuclear Energy Liability Exclusion Endorsement IL0102 0505 California Changes - Actual Cash Value IL0104 0907 California Changes IL0270 0912 California Changes - Cancellation And Nonrenewal IL0952 0115 Cap On tosses From Certified Acts Of Terrorism PI-TER-DN1 0115 Disclosure Notice Of Terrorism Ins Coverage Rejection Page 1 of Philadelphia Indemnity Insurance Company COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS Policy Number: PHPK1970371 Agent # 913 0 See Supplemental Schedule LIMITS OF INSURANCE $ 2,000, 000 General Aggregate Limit (Other Than Products —Completed Operations) $ 2,000, 000 Products/Completed Operations Aggregate Limit $ x, 000, 000 Personal and Advertising Injury Limit (Any One Person or organization) $ 1, 000,000 Each Occurrence Limit $ ioo, 000 Rented To You Limit (Any One Premises) $ 5, 000 Medical Expense Limit (Any One Person) FORM OF BUSINESS: NON PROFIT ORGANIZATION Business Description: Non Profit Organization Location of All Premises You Own, Rent or Occupy: SEE SCHEDULE ATTACHED AUDIT PERIOD, ANNUAL, UNLESS OTHERWISE STATED: This DolicV Is not subiect to Dremium a irlit. Classifications Code No, Premium Basis Rates Prom./ Prod/ ops. Comp. ops Advance Premiums Prem./ Prodd ops. Comp, o s. SEE SCHEDULE ATTACHED TOTAL PREMIUM FOR THIS COVERAGE PART: $ 874.00 $ RETROACTIVE DATE (CG 00 02 ONLY) This insurance does not apply to "Bodily Injury", "Property Damage", or "Personal and Advertising Injury" which occurs before the retroactive date, if any, shown below. Retroactive Date: NONE FORM (S) AND ENDORSEMENT (S) APPLICABLE TO THIS COVERAGE PART: j{er Tg Formc 5 .hedule Countersignature Date Authorized Representative Philadelphia Indemnity Insurance Company Form Schedule — General Liability Policy Number: PHPK1970371 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description Gen Liab Dec 1004 Commercial General Liability Coverage Part Declaration Gen Liab Schedule 0100 General Liability Schedule CG0001 0413 Commercial General Liability Coverage Form CG2002 1185 Additional Insured - Club Members CG2026 0413 Additional Insured - Designated Person Or Organization CG2147 1207 Employment -Related Practices Exclusion CG2167 1204 Fungi or Bacteria Exclusion CG2170 0115 Cap On Losses From Certified Acts Of Terrorism CG2402 1204 Binding Arbitration CG2404 0509 Waiver of Transfer of Rights of Recovery Against Other CG3234 0105 California Changes PI-GL-001 0917 Exclusion - Lead Liability PI-GL-002 CA 0208 Exclusion - Asbestos Liability PI-GLD-HS 5011 General Liability Deluxe Endorsement: Human Services PI-SAM-006 0117 Abuse Or Molestation Exclusion PI-SE-001 0718 Special Events Endorsement Page 1 of PI-GLD-HIS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES 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 Limlted Rental Lease Agreement Contractual Liability $50.000 limit 2 Non -Owned Watercraft — Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000limit 2 Damage to Premises Rented to You T17000,000 _ 3 HIPAA v Clarification G Medical Payments $20,000 5 Medical Payments — Extended Reporting Period ----Amended 3 years 5 Athletic Activities 5 Supplementary Payments — Bail Bands $5,000 .5 Supplementary Payment— Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 _ 5 Key and Lock Replacement —Janitorial Services Client Coverage $10,0001(rra 6 Additional Insured — Newly Acquired Time Period Amended 6 Additional Insured — Medical Directors and Administrators .� Included 7 Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 7 AdditionalInsured—BroadenedNamedInsured —� _ _ Included 7 Additional Insured — Funding Source Included 7 Additional Insured — Home Care Providers Included 7 Additional Insured — Managers, Landlords, or Lessors of Premises Included 7 Additional Insured — Lessor of Leased Equipment Included 7 Additional Insured — Grantor of Permits Included 8 Additional Insured — Vendor Included 8 Additional Insured — Franchisor _ Included 9 Additional Insured — When Required by Contract Included 9 Additional Insured — Owners, Lessees, or Contractors Included 9 Additional Insured —State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 02011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury- includes Mental Anguish T- Included 11 Personal and Advertising Injury- includes Abuse of Process, Discrimination Included11 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. Limited Rental Lease Agreement Contractual Liability SECTION I - COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. 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. D. Damage to Property You Own, Rent or Occupy SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: ('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, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. 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 is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V — DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: 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) (ii) 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 the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) 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. F. HIPAA SECTION I— COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate Molation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3, SECTION V — DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "Investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. 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. H. Athletic Activities SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. 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 us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $1,000 a day because of time off from work. J. 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. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement — Janitorial Services Client Coverage SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees', "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. 'The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee' means (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee' does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II — WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a, is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators - Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. 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 you 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. c. 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. d. Funding Source - Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) 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. e. Home Care Providers -At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. 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) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment- Automatic Status When Required in Lease Agreement With You - Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) 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. h. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the 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, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. I. Vendors — 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 agreerent; (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; (a) 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; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (9) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury' or "property damage' arising out of the 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: (i) The exceptions contained in Sub -paragraphs (d) or (f); or (ii) 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. j. Franchiser — Any person or organization with respect to their liability as the grantor of a franchise to you. k. 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 I. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage' or "personal and advertising injury' caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This Insurance does not apply to "bodily injury" or "property damage' occurring after: (a) All work, including materials, parts or equipment furnished In connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work' out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission, © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions —Any state or political subdivision as required, subject to the following provisions: (1) 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. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury" or "property damage" included within the "products -completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: 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. b, is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit' 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. N. 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. 0. Transfer of Rights of Recovery Against Others To Us SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. O2011 Philadelphia Indemnity Insurance Company PI-GLD+IS (10111) 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. P. 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. Q. BodilyInjury— MentalAnguish SECTION V — DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. 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. R. 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; 1. SECTION V — DEFINITIONS, Paragraph 14.b. Is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V — DEFINITIONS, Paragraph 14. is amended by adding the following: 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; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) 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. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company