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HomeMy WebLinkAboutINVOICE CLOUD, INC (2)INSURANCE ON FILL' WORK MAY PROCEED UNPL INSURANCE EXPIRES A-2020-028 EXHIBIT 2 /olll 2 CLERK OF CO- U�('J� DATE: fikST AMENDMENT TO MERCHANT PROCESSING RENEWAL AGREEMENT :�trtyti�n wall kol�� THIS FIRST AMENDMENT TO MERCHANT PROCESSING RENEWAL AGREEMENT ("First Amendment to Renewal Agreement") is made and entered into this 18th day of February 2020, by and between Invoice Cloud, Inc., a Delaware Corporation, (hereinafter "CONSULTANT"), 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 (hereinafter "CITY"). CITY and CONSULTANT shall hereinafter collectively be referred to as "the PARTIES". N N RECITALS O A. The PARTIES to the MERCHANT PROCESSING RENEWAL AGREEMENT ("Renewal Agreement") (A-2018-247), wish to amend said Renewal Agreement, dated October 16, 2018, by which CONSULTANT agreed to perform such services for CITY with respect to Municipal Utility Services, Business License Tax, Proactive Residential Rental Enforcement Program Accounts, with provisos for the extension to CONSULTANT's Dog License accounts. B. The PARTIES to this First Amendment to Renewal Agreement wish to reinstate and expand the expired optional contingency provision (Section 3. "OPTIONAL CONTINGENCY" of said Renewal Agreement). Said optional contingency is for an updated walk-up Payment Kiosk hardware and software solution to replace CITY's aging Payment Kiosk hardware and software purchased and installed in fiscal year 2012-13 at a pre -paid cost not to exceed $100,000, covering a three-year term beginning July 1, 2020 and concluding June 30, 2023. Also included is a separate optional contingency for complimentary PayGo services to permit payment of CITY Municipal Utility Services charges at 7Eleven Stores and CVS Pharmacies for an annual cost of $19,500 over an identical three-year term. C. The PARTIES to this First Amendment to Renewal Agreement also wish further to extend the length of said Renewal Agreement to include fiscal years 2022-23 and 2023-24 (Section 4. "TERM"), and to correspondingly extend the fiscal year limits for both fiscal years by an additional $190,000 each, together with a $60,000 contingency amount for merchant processing services (Section 2. "COMPENSATION") payable under said Renewal Agreement to coincide with the effect of the tern and compensation amendments made in Section 3. D. In undertaking the performance of this Agreement, CONSULTANT represents that it is knowledgeable in its field and that any services performed by CONSULTANT under this First Amendment to Renewal Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the PARTIES agree to amend Section 1. "SCOPE OF WORK", Section 2. "COMPENSATION, Section 3. "OPTIONAL CONTINGENCY", and Section 4. "TERM" as follows: 1. SCOPE OF SERVICES The PARTIES agree that the SCOPE OF SERVICES shall be amended such that CONSULTANT shall perform credit card processing services according to the rates set forth in EXHIBIT A of the Renewal Agreement in accordance with the terms and conditions set forth in the Merchant Card Processing Agreement incorporated therein. CONSULTANT shall perform such other electronic and enhanced electronic billing and payment presentation services in accordance with the terms and conditions set forth in EXHIBIT A, to include all associated "Biller Agreements", "Invoice Cloud Biller Order Forms", and "Invoice Parameters" in effect June 30, 2018, and any subsequently associated "Biller Agreements", `Invoice Cloud Biller Order Forms" and "invoice Parameters", utilizing any mutually acceptable level of electronic billing and/or payment presentation services, executed between CONSULTANT and CITY during the Term of this Renewal Agreement to also include (where applicable) enhanced electronic bill presentment and payment (EBPP) services which are herein incorporated by reference. Said enhanced EBPP services to include EBPP portal with real-time account balance pull and real-time payment posting to System & Software, Ine.'s enQuesta CIS (any version) and Single Sign -on (SSO) capabilities with System & Software, Inc.'s WebConnect and/or Capricorn portal. The PARTIES hereto hereby acknowledge and reaffirm their agreement to the terms as set forth in EXHIBIT A of the Renewal Agreement for the Term of the Renewal Agreement. All references to Term shall mean the Term of said Renewal Agreement including any longer Term agreed to by the parties as may be set forth in any amendment to the Renewal Agreement. 2. COMPENSATION a CITY agrees to pay, and CONSULTANT agrees to accept as total payment for its services, the rates and charges identified in EXHIBIT A. The total sum to be expended under this Agreement shall not exceed the annual fiscal year limits set forth below unless amended by the PARTIES for a greater specified amount. The total sum to be expended under this Agreement, exclusive of optional expenditure(s) authorized via an agreed to Change Order proviso, shall not exceed $1,140,000 for contract services, and $60,000 for merchant processing contingency charges, including any unpaid sums receivable by CONSULTANT for prior contractual services concluding June 30, 2018, and shall not exceed the annual amounts identified below for thefiscal year periods specified during the remaining Term of this Agreement: Contract Term Period Annual Fiscal Year Period i. July 1, 2018 through .Tune 30, 2019 ii. July 1, 2019 through June 30, 2020 iii. July 1, 2020 through June 30, 2021 iv. July 1, 2021 through June 30, 2022 v. July 1, 2022 through June 30, 2023 vi. July 1, 2023 through June 30, 2024 vii. Merchant Processing Contingency Contract Term Period Annual Compensation Amount $190,000 $190,000 $190,000 $190,000 $190,000 $190,000 $ 60,000 Subsection (vii) "Merchant Processing Contingency" shall be deemed to be that certain amount available to cover annual merchant processing charges that may occur above the $190,000 Annual Compensation Amount during any portion of the Term of this Agreement due to variability in the number of actual annual merchant processing transactions versus anticipated annual transactions. b. Payment by CITY shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures, unless CONSULTANT or CONSULTANT's merchant processor directly debts CITY provided bank account. 3. OPTIONAL CONTINGENCIES a The PARTIES hereto now desire to include a separate Optional Contingency, solely exercisable by CITY, for CONSULTANT to provide CITY with an updated walk-up payment kiosk hardware and software solution utilizing Kiosk Information Systems, Inc. authorized hardware, software, hosting services, and program maintenance. This Optional Contingency may be exercised by CITY prior to March 1, 2020, on a forty-five (45) month prepaid lease basis with the currently planned start date beginning October 1, 2020 and continuing through June 30, 2024 for a net amount not to exceed $135,000, with the parties signing the applicable Add On Biller Order Form at the time of exercise. The detail terms for the exercise of this optional contingency provision shall be set -out via a Change Order proviso. b. The PARTIES hereto now desire to include a separate Optional Contingency, solely exercisable by CITY, for CONSULTANT to provide CITY with PayGo services to permit payment of CITY Municipal Utility Services charges at 7Eleven Stores and CVS Pharmacies for a cost not to exceed $19,500 annually, with a further contingency in the amount of $5,500 due to variability in the number of actual annual PayGo processing transactions versus anticipated annual transactions which will be subject to additional terms and conditions to be agreed by the Parties. This Optional Contingency may be exercised by CITY prior to December 1, 2020, on a three-year fiscal year basis with the currently planned start date beginning July 1, 2021 and continuing through June 30, 2024 for a net amount not to exceed $75,000, with the parties signing the applicable Add On Biller Order Form at the time of exercise. The detail terms for the exercise of this optional contingency provision shall be set -out via a Change Order proviso. FREENFIX7351 The Term of this Agreement shall be effective from July 1, 2018 and shall terminate on June 30, 2024, unless amended by the PARTIES for a longer term or terminated earlier in accordance with Section 13, below. H H {Signatures on following page} IN WITNESS WHEREOF, the PARTIES hereto have executed this First Amendment to Renewal Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk ofthe Council APPROVED AS TO FORNI: SONIA R. CARVALHO City Attorney By: John nnk Assis t City Attorney RECOMMENDED FOR APPROVAL: io'r'—�6� Kathryn Downs Executive Director Finance & Management Services Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT INVOICE CLOUD, IN . e 4me: Robert Lapides r Title: President (Invoice Cloud) Tax ID FEIN 426-3972596 A� v® CERTIFICATE OF LIABILITY INSURANCE DDfYYY DAT2/25I2020 v) 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 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 CONTACT NAME: Arthur J. Gallagher Risk Management Services, Inc. PNONE 470 Atlantic Ave, 13th Floor . 856-234-6111 ac No : 814-536-5554 E-MAIL ADDRESS: Boston MA 02210 INSURERS AFFORDING COVERAGE NAICIf INSURER A: Hartford Fire Insurance Company 19682 INSURED INVOCLO-01 INSURER B: Trumbull Insurance Company 27120 Cloud, Inc. 30 Braintree Hill Office Park 30 Br INSURERC: Hartford Casualty Insurance Company 29424 INSURERD: Hartford Underwriters Insurance Company 30104 Suite 303 Braintree MA 02184 lwsuRERE: Indian Harbor Insurance Company 36940 INSURER F COVERAGES CERTIFICATE NUMBER: 695374576 REVISION NUMBER: 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. ILTR TYPE OF INSURANCE ADOL BUBR POLICY NUMBER POLICY EFF MWDDM'YY) POLICY EXP flMMfDDVYYY`D LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR OBUUNAZ9995 1/1/2020 1/1/2021 EACH OCCURRENCE $1,000,000 (RENTED PREMISES PREMISES RENT occurrence) $300,000 MED EXPAny one person) $10.000 PERSONAL &ADV INJURY $1.000.000 GEN'L X AGGREGATE LIMIT APPLIES PER: POLICY ❑ JET DOC OTHER: GENERAL AGGREGATE $2.000,000 PRODUCTS - COMPIOP AGO $2,000,000 $ R AUTOMOBILELIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY 08UENBA0205 1/1/2020 1/1/2021 COMBINED SINGLE LIMIT Ea accident $1.000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per eccldenl) $ PROPERTY DAMAGE Per accident $ C X UMBRELLA LIAR EXCESS LIAB X I OCCUR CLAIMS -MADE 08XHUAZ8387 111/2020 1/1/2021 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DIED I X I RETENTION$ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANVPROPRIETORIPARTNERIEXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 08WBAC5UB5 1/1/2020 1/1/2021 PER OTH- STATUTE ER EL EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 E Errors& OmissionslCyber MTP004242206 2/11I2020 2/11/2021 LImIUAggregal8 Retention 5,000,000 50,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) City of Santa Ana is an Additional Insured as respects to the General Liability policy, pursuant to and subject to the policy's terms, definitions, conditions and exclusions when required by a written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division AUTHORIZED REPRESENTATIVE yn 20 Civic Center Plaza, 4th Floor Santa Ana CA 92701 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD DATE(MMIDDIYYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE 4/11/2027 4/21/2026 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 Lockton Companies,LLC CONTACT NAME: DBA Lockton Insurance Brokers,LLC in CA PHONE FAX CA license#OF15767 (A/C,No Ext: A/C,No E-MAIL 8110 E Union Ave.,Ste.100 ADDRESS: Denver CO 80237 INSURER(S)AFFORDING COVERAGE NAIC# denver-ceps@lockton.com INSURER A:Berkley National Insurance Company 38911 INSURED INVOICE CLOUD,INC INSURER B:Riverport Insurance Company 36684 1567218 10 Fan Pier Boulevard INSURER C:Federal Insurance Company 20281 Boston,MA 02210 INSURER D:Indian Harbor Insurance Company 36940 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 23410206 REVISION NUMBER: XXXXXXX 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DDIYYW W MMIDD/ YY A X COMMERCIAL GENERAL LIABILITY Y N TCP 7031 343-1 0 4/11/2026 4/30/2027 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence) ccurrence $ 1 000 000 MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JE� � LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY N N TCP 7031343-10 4/11/2026 4/30/2027 COMBINED SINGLE LIMIT $ Ea accident 1,000,000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XXXXXXX X HIRED X NON-OWNED PROPERTY DAMAGE $ XXXXXXXAUTOS ONLY AUTOS ONLY Per accident X Coll Ded:$1 X Com Ded:$ 00 $ XXXXXXX A X UMBRELLA LIAB X OCCUR N N TCP 7031343-10 4/11/2026 4/30/2027 EACH OCCURRENCE $ 15,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 15,000,000 DED I I RETENTION$ $ XXXXXXX WORKERS COMPENSATION PER OTH- B AND EMPLOYERS'LIABILITY YIN N TWC 7031344-1 0 4/11/2026 4/1 1/2027 X STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1000 000 OFFICER/MEMBER EXCLUDED? N N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Crime N N J07113808 4/11/2026 4/30/2027 Limit:$2,000,000 D Cyber/Tech E&O/PL MTP9050460 00 4/11/2026 4/30/2027 Limit:$5,000,000;Ret$250,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Agreement:A-2020-028. City of Santa Ana is/are an Additional Insured to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. APPROVED By Tu Tran Nguyen at 4:19 pm,Apr 29,2026 CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 23410206 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City 0 Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza f AUTHORIZED REPRESENTATNE Santa Ana CA 92701 ©1988-20j ACORD CORPC,RATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D690284 Master ID: 1567218, Certificate ID:23410206 Additional Named Insured Schedule 2026-2027 • Invoice Cloud, Inc. • IVR Technology Group LLC • Metropolitan Communications LLC • Payment Service Network, Inc. • Invoice Cloud Security Corp • InvoiceCloud Pvt. Ltd. (India) Attachment Code: D644713 Master ID: 1567218, Certificate ID:23410206 L MXXTON" City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92701 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless deliveryof Certificates of Insurance, thus this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 23410206. -Email: mountainwestedelivery@lockton.com -Phone: 303-728-8060 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox or contact the phone number below with email updates. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 8110 E. Union Avenue, Suite 100 Denver, CO 80237 Attachment Code: D649775 Certificate ID: 23410206 POLICY NUMBER: TCP 7031343-10 COMMERCIAL GENERAL LIABILITY CG83601219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE OF COVERAGE EXTENSIONS A. Additional Insured— Lessors of Leased L. Duties in the Event of Occurrence, Offense, Equipment Claim or Suit B. Additional Insured—Owners, Managers or M. Expected or Intended Injury or Damage Lessors of Premises roperty Damage) C. Additional Insured - Primary and Non- N. Damage to Premises Rented To You contributory D. Additional Insured—Vendors O. Medical Payments E. Additional Insured—Written Contract or P. Non-owned Aircraft greement F. Aggregate Limit Per Location Q. Non-owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments I. Broadened Named Insured T. Unintentional Omission amage to Property—Borrowed Equipment, giver of Subrogation - Blanket Customer Goods, Use of Elevators K. Good Samaritan Services A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT Under Section II -Who Is An Insured, the following is added: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for "bodily injury", "property damage", "personal and advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or"property damage" caused by an "occurrence" that takes place, or"personal and advertising injury" caused by an offense that is committed after the equipment lease expires. B. ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II -Who Is An Insured, the following is added: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: 1. Any"bodily injury" or"property damage" caused by an 'occurrence" that takes place, or"personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or CG 83 60 12 19 Includes copyrighted material of Insurance Page 1 of 6 Services Office, Inc., with its permission. Attachment Code: D649775 Certificate ID: 23410206 C. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY The following is added to the Other Insurance Condition and supersedes any provision to the contrary: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. D. ADDITIONAL INSURED -VENDORS Under Section II -Who Is An Insured, the following is added: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for"bodily injury" or"property damage" that: 1. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement; and 2. Arises out of"your products"which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: 1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. 2. The insurance provided to such vendor does not apply to: a. Any express warranty not authorized by you; b. Any change in "your products" made by such vendor; c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container; d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of"your products"; e. Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of"your products"; or f. "Your 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 on behalf of such vendor. Coverage under this provision does not apply to: 1. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or 2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. ADDITIONAL INSURED -WRITTEN CONTRACT OR AGREEMENT Under Section II -Who Is An Insured, the following is added: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for"bodily injury" or"property damage" that: 1. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement; and 2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. F. AGGREGATE LIMIT PER LOCATION 1. Under Section III - Limits Of Insurance, the following is added: The General Aggregate Limit applies separately to each of your"locations" owned by or rented or leased Page 2 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code: D649775 Certificate ID: 23410206 2. Under Section V - Definitions, the following is added: "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. G. AMATEUR ATHLETIC PARTICIPANTS Under Section II -Who Is An Insured, the following is added: Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: 1. "Bodily injury" to: a. A co-participant, your"employee" or"volunteer worker"while participating in amateur athletic activities that you sponsor; or b. You, any partner or member(if you are a partnership or joint venture), or any member(if you are a limited liability company), or any "executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company); or 2. "Property damage"to property owned by, occupied or used by, rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by: a. A co-participant, your"employee" or"volunteer worker"; or b. You, any partner or member(if you are a partnership or joint venture), or any member(if you are a limited liability company), or any "executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company). H. BODILY INJURY Under Section V- Definitions, the definition of"bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness, or disease sustained by a person, including death resulting from any of these. "Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. I. BROADENED NAMED INSURED Under Section II -Who Is Insured, the following is added: Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership,joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. J. BROADENED PROPERTY DAMAGE -BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for"property damage" liability is subject to the following: 1. Under Section I -Coverages, Coverage A, Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, item j., Damage To Property is amended as follows: a. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. b. The exclusions for: (1) Property loaned to you; (2) Personal property in the care, custody or control of the insured; and (3) That particular part of any property that must be restored, repaired or replaced because"your work" was incorrectly performed on it; do not apply to "property damage"to "customers' goods"while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. 2. Subject to the Each Occurrence Limit, the most we will pay for"property damage" to "customers' goods" is $25,000 per"occurrence". 3. Under Section V - Definitions, the following is added: "Customers' goods" means goods of your customer on your premises for the purpose of being: CG 83 60 12 19 Includes copyrighted material of Insurance Page 3 of 6 Services Office, Inc., with its permission. Attachment Code: D649775 Certificate ID: 23410206 b. Used in your manufacturing process. 4. Under Section IV-Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions. K. GOOD SAMARITAN SERVICES 1. Under Section II -Who Is Insured, paragraph 2., item d., the following is added: This exclusion does not apply to your employees or volunteer workers, other than an employed or volunteer physician, rendering "Good Samaritan services". 2. Under Section V - Definitions, the following definition is added: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV-Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suit is amended to include the following: 1. The requirements that you must: a. Notify us of an "occurrence" offense, claim or"suit"; and b. Send us documents concerning a claim or"suit" apply only when such accident claim, "suit" or loss is known to: (1)You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer of the corporation or insurance manager, if you are a corporation; or (4) A manager, if you are a limited liability company. 2. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an "occurrence"to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular"occurrence" is a liability claim rather than a workers' compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I -Coverages, Coverage A, Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, item a., Expected Or Intended Injury, is deleted 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. N. DAMAGE TO PREMISES RENTED TO YOU If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. The last paragraph under 2. Exclusions of Section I -Coverage A - Bodily Injury And Property Damage Liability is deleted 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 the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. 2. The paragraph immediately after Sub-paragraph j.(6) of Paragraph 2. Exclusions of Section I -Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Page 4 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code: D649775 Certificate ID: 23410206 3. Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under Coverage A for damages because of"property damage" to 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, including the contents of such premises rented to you for a period of seven or fewer consecutive days. 4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV- Commercial General Liability Conditions is deleted and replaced by the following: (ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control; 5. Subparagraph a. of Definition 9. "Insured contract' of Section V- Definitions is deleted and replaced by the following: a. 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'. 6. As used in this provision "smoke" does not include smoke from agricultural smudging, industrial operations or a "hostile fire". O. MEDICAL PAYMENTS 1. Under Section I -Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. 2. The Medical Expense Limit is$15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3. This provision O. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement. P. NON-OWNED AIRCRAFT 1. Under Section I -Coverages, Coverage A, Bodily Injury and Property Damage Liability, item 2., Exclusions, item g., Aircraft, Auto Or Watercraft, does not apply to an aircraft that is: a. Hired, chartered or loaned with a paid crew; and b. Not owned by any insured. 2. The insurance afforded by this provision P. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance- Excess Insurance provisions in the Commercial General Liability Conditions. Q. NON-OWNED WATERCRAFT 1. Under Section II -Who Is Insured, is amended as follows: To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 2. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet. 3. The insurance afforded by this provision Q. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance- CG 83 60 12 19 Includes copyrighted material of Insurance Page 5 of 6 Services Office, Inc., with its permission. Attachment Code: D649775 Certificate ID: 23410206 R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section II -Who Is An Insured, item 3.a. is deleted and replaced by the following: a. Coverage under this provision is afforded only until the end of the current policy period. S. SUPPLEMENTARY PAYMENTS Under Section I -Coverages, Supplementary Payments -Coverages A and B is amended as follows: 1. The limit for the cost of bail bonds is amended to $2,500; and 2. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. T. UNINTENTIONAL OMISSION Under Section IV-Commercial General Liability Conditions, paragraph 6., Representations, the following is added: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. U. WAIVER OF SUBROGATION -BLANKET Under Section IV-Commercial General Liability Conditions, paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products-completed operations hazard". Page 6 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission.