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HomeMy WebLinkAboutFOCUS MEDIA GROUP, INCn•SURANCE ON FILE VVORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK OF COUNCIL LATE' A-2022-010 0•1?1AA (-) AGREEMENT BETWEEN THE CITY OF SANTA ANA AND (C'MI � FOCUS MEDIA GROUP, INC. FOR THE INSTALLATION, MAINTENANCE, REPAIR AND 9)fA ADVERTISING OF BUS SHELTERS, BUS BENCHES AND KIOSKS This Agreement is made and entered into this 181h day of January 2022 by and between Focus Media Group, Inc., an Oklahoma corporation, ("Company"), and the City of Santa Ana, a charter city and N municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). City and Company may at times be referred to individually as a "Party," and collectively as '~ "Parties". m W L ' RECITALS A. The City desires to retain a company having special skill and knowledge in the field of selling advertising through out -of -home media assets — specifically, street furniture, and the installation, maintenance, janitorial services and operation of advertising -supported bus shelters, bus benches and kiosks. B. The City is authorized to enter into agreements for the installation, operation, janitorial service and maintenance of bus shelters, bus benches, and kiosks and otherwise regulate the use and encroachments into the public -right-of-way within the City's boundaries by virtue of its Charter, by its police powers, by its authority over its public rights of way and by other City powers and authority. C. Company represents that Company is able and willing to provide such services to the City and that it has the financial, legal and technical ability to provide the services, facilities and equipment as set forth in this Agreement. D. Company has agreed to comply with the applicable regulations pertaining to transit advertising services, including but not limited to applicable provisions of the City of Santa Ana Municipal Code. E. In undertaking the performance of this Agreement, Company represents that it is knowledgeable in its field and that any services performed by Company under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in the field. F. The terms and conditions of this Agreement are reasonable to meet the future transit -related needs and interests of the community, taking into account the cost of meeting such needs and interests. G. The Parties wish to enter into an arrangement pursuant to which Company shall install, maintain, and operate advertising -supported bus stops, bus shelters and kiosks throughout the City and shall share revenue from advertising with the City. 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: Page 1 of 27 1. SCOPE OF SERVICES During the Term of this Agreement, Company shall perform the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Scope of Services - Exhibit A, attached hereto and incorporated by reference. Company shall provide janitorial services (e.g. cleaning) and maintenance of all of the bus stops, bus shelters and kiosks in the City as required by the City. Collectively, all the advertising at City bus stops, bus shelters, and kiosks are called "Advertising Inventory". "Street Furniture" shall include but is not limited to bus stop shelters, kiosks, benches, trash receptacles, signs (including LED solar signs), posts, information map cases, schedule holders, outdoor advertising displays (both static and digital), secure bicycle racks, and ancillary equipment and structures. The Parties aclmowledge that the Scope of Services for this Agreement shall be limited to Street Furniture located within a bus stop "Site Area" with the exception of kiosks and outdoor advertising displays (both static and digital) that may be located within and/or outside a bus stop Site Area. For purposes of this Agreement, ("Site Area") includes all area within twenty (20) feet of the outer edges of all bus stop furniture/fixtures (e.g. shelters, benches, receptacles, signs (including LED solar signs), posts, improvements, sidewalks, curbs and gutters, pavement, etc.) at each location and from right-of-way to curb face, all furniture/fixtures within the Site Area and only that area which is part of the public right of way (e.g., sidewalks and streets open to public access). 2. TERM & COMMENCEMENT Company shall begin to provide services at a date to be determined by the City, which shall be no later than thirty (30) days after the date first written above ("Effective Date"). The Agreement shall commence on the Effective Date for a ten (10) year term (the "Term") with the option for the City to grant up to one (1) five (5) year renewal (the "Renewal Term"), if Company has paid the City at least $t00,000 in Revenue Share above the MAG (as defined in Section 4 below) over the Term of the Agreement. The Renewal Term must be exercised in writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 18, below. 3. LICENSE The City hereby grants to Company an exclusive license for the right to enter and use the Street Furniture beginning on the Effective Date, for the performance of the Scope of Services, upon the terms and conditions set forth herein in this Agreement, subject to Company's performance of all of its obligations under this Agreement. This Agreement is intended and shall be construed only as a revocable license to use the properties and not as a lease or grant of any possessory or other interest. Company shall not use, and shall prohibit its Agents or Invitees from using, the Property other than performing the Scope of Services. The term "Agents" shall mean Company's officers, directors, members, agents, employees, invitees, subcontractors and any employees of such parties. The term "Invitees" shall mean Company's invitees, guests, customers, tenants, or business visitors. Page 2 of 27 4. COMPENSATION TO CITY Company shall pay the City the greater of the revenue share generated from the Advertising Inventory or the minimum annual guarantee ("MAG"). The Revenue Share is defined as 25% of the Gross Advertising Revenue. Gross Advertising Revenue shall be defined as gross advertising revenue received from the sale of the Advertising Inventory without any deductions. The MAG shall be calculated as $60 per ad shelter or kiosk per month ($720 per year). MAG payments shall be adjusted on a quarterly basis based on the number of bus stops with ad shelters or kiosks that are operational in such quarter. MAG payments and a forecast of revenue and payments based on the current number of bus shelters and kiosks is provided in Exhibit B, attached hereto and incorporated by reference. If, at any time during the Term, Company and City agree to add additional bus stops or bus shelters after the Effective Date, the MAG payment shall be increased for each additional ad shelter or kiosk by $60 per ad shelter or kiosk per month ($720 per year). The MAG shall be increased annually at the end of each 12-month period from the effective date of this Agreement by a percentage equal to the percentage change in the Consumer Price Index (CPI) statistics for all Urban Consumers for the Los Angeles -Long Beach -Anaheim area, as published by the United States Bureau of Labor (CUURS49ASA0). The percentage change shall be determined with reference to the year over year percentage change in CPI for the prior 12-month period ending in December. After the Effective Date and with prior written approval from the City, Company may install up to ten (10) Company owned kiosks ("Company Owned Kiosks") at approved locations to generate additional income at the beginning of the Term. Company Owned Kiosks shall adhere to the City's design guidelines as provided in Exhibit A and be painted black by the Company at Company's own expense. The Parties acknowledge that, at a later date, the City, at its sole discretion, may replace the Company Owned Kiosks with City owned kiosks. All Company Owned Kiosks shall be excluded from the MAG calculation until replaced with City owned kiosks. All revenue generated by the Company Owned Kiosks shall be included in the Revenue Share calculations. Company shall not derive revenue from any other sources other than advertising ("Ancillary Revenue") without prior approval from the City Council. 5. PAYMENTS MAG payments shall commence the first full calendar month after the Effective Date of the contract. On a quarterly basis, Company shall pay the greater of the Revenue Share amount or the MAG amount within thirty (30) days of the end of each calendar quarter (the "Revenue Payment"). The Quarterly Maintenance Services Cost, as defined in Exhibit A, shall be subtracted from the quarterly Revenue Payment. If the difference is positive, such amount shall be paid to the City. In the event the difference is negative: a. The negative balance shall be carried forward for up to three (3) years and offset by the MAG or the Revenue Share. b. At the end of the 4th year, any remaining negative balance shall be waived. c. After the 4th year, any negative balance for the rest of the Term shall be waived. Page 3 of 27 Payments shall be made payable to the City at the following address: City of Santa Ana Public Works Agency, City of Santa Ana M-21, Administrative Services Manager, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A late charge of ten percent (10%) shall be applied to any payment hereunder due but unpaid after the 30th day of each calendar quarter. 6. PREVAILING WAGES If required by law, Company shall satisfy the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Company shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws if so required. 7. INDEPENDENT CONTRACTOR Company shall, during the entire term 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, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Company performs the services which are the subject matter of this Agreement; however, the services to be provided by Company shall be provided in a manner consistent with all applicable standards and regulations governing such services. Company 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. 8. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded electronically, which are prepared or caused to be prepared by Company under this Agreement ("Documents & Data"). Company shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Company represents and warrants that Company has the legal right to license any and all Documents & Data. Company makes no such representation and warranty regarding Documents & Data which were provided to Company by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 9. INSURANCE Company shall procure and maintain for the duration of the contract insurance against claims forinjuries to persons or damages to property which may arise from or in connection with the Page 4 of 27 performance of the work hereunder and the results of that work by the Company, his agents, representatives, employees or subcontractors. A. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Company has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If the Company maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Company. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. B. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Company including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Company's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Company's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Company's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation: Company hereby grants to City a waiver of any right to subrogation which any insurer of said Company may acquire against the City by virtue of the payment of any Page 5 of 27 loss under such insurance. Company agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Company to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (note— should be applicable only to professional liability, see below) If any of the required policies provide claims -made coverage: a. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Date prior to the contract effective date, the Company must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 8. Verification of Coverage: Company shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Company's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. Page 6 of 27 10. INDEMNIFICATION Company agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Company, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in Exhibit A of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. Company further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Company's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Company. 11. INTELLECTUAL PROPERTY INDEMNIFICATION Company shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Company to the City pursuant to this Agreement. 12. RECORDS All financial records of Company shall be maintained in accordance with generally accepted accounting principles and auditing standards for government institutions. Company shall make available for examination and copying such financial books and financial records. City shall have the right to access and examine such financial books and financial records, without charge, during normal business hours. City shall further have the right to audit such financial books and financial records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities. Company shall keep and maintain all such books and records separate and distinct from other records and accounts and shall maintain such books and records for at least seven (7) years after acceptance by City, or such longer period during which any legal proceeding with respect to the work may be pending. Page 7 of 27 13. CONFIDENTIALITY If Company receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Company 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 importance, 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. The 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 Company disclosed in a publicly available source; (c) is in rightful possession of the Company without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Company without reference to information disclosed by the City. 14. CONFLICT OF INTEREST CLAUSE Company covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 15. DISCRIMINATION Company 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. Company affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. EXCLUSIVITY AND AMENDMENT For the Term of this Agreement, Company shall be the exclusive advertising, janitorial service and maintenance partner to the City for its Street Furniture. Furthermore, Company shall have the exclusive right to represent, manage, and sell the Advertising Inventory. This Agreement does not include digital community kiosks that provide information of interest to residents and tourists and/or any stops or infrastructure related to the OC Streetcar that is scheduled to begin service at some time following the Effective Date of this Agreement. The rights under this Agreement may include a possible nonexclusive future digital option at future Street Furniture locations as determined by the City. This option would provide digital advertising kiosks that may be built in the future which will be serviced and compensated pursuant to mutually agreeable terms to be negotiated in writing by the parties at a later date. This Agreement represents the complete and exclusive statement between the City and Company, 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. Page 8 of 27 This Agreement may not be modified except by written instrument signed by the City Manager or their designee and by an authorized representative of Company. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Company 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 is not embodied herein. 17. ASSIGNMENT City and Company acknowledge that Company was chosen for this Agreement due in part to its particular experience and expertise in the provision of bus shelters, bus stops and kiosks. Inasmuch as this Agreement is intended to secure the specialized services of Company, Company 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 companies retained by City. 18. TERMINATION A. Upon the occurrence of anyone or more of the events of default hereinafter described, this Agreement shall be subject to termination. As a condition precedent thereto, the City will give Company such notice as provided below, by certified mail or personal delivery of the date set for termination thereof; the grounds therefor; and that an opportunity to be heard thereon will be afforded on or before said date, if a request is made therefor. Events of Default: a. The failure of the Company to punctually make the payments herein when due, where the delinquency continues beyond ten (10) days following written notice for payment thereof. b. The failure of the Company to operate in the manner required by this Agreement, where such failure continues for more than thirty (30) days after written notice from the City to correct the condition therein specified. c. The failure of the Company to construct and/or install the bus shelters, bus benches or other improvements pursuant to mutually agreed upon installation dates, where such failure continues for more than thirty (30) days after service of notice by the City as provided above. d. The failure to maintain the bus shelter, bus benches, and the required improvements pursuant to this Agreement in the state of repair required, and in a clean, sanitary, safe and satisfactory condition, where such failure continues for more than thirty (30) days after written notice from the City for correction thereof, provided that where fulfillment of such obligation requires activity over a period of time and Company shall have immediately, following receipt of such notice, commenced to perform whatever may be required to cure Page 9 of 27 the particular default and continues such performance diligently, said time limit may be waived in the manner and to the extent allowed by the City. e. The failure of Company to keep, perform, and observe all other promises, covenants, conditions, and agreements set forth in this Agreement, where such failure continues for more than thirty (30) days after written notice from the City for correction thereof, provided that where fulfillment of such obligation requires activity over a period of time and Company shall have commenced to perform whatever may be required to cure the particular default within ten (10) days after such notice and continues such performance diligently, said time limit may be waived in the manner and to the extent allowed by the City. f. The filing of a voluntary petition in bankruptcy by the Company; the adjudication of Company as bankrupt; the appointment of any receiver of Company's assets; the making of a general assignment for the benefit of creditors; a petition or answer seeking an arrangement for the reorganization of the Company under any Federal Reorganization Act, including petitions or answers under Chapters X or XI of the Bankruptcy Act; the occurrence of any act which operates to deprive the Company permanently of the rights, powers, and privileges necessary for the proper conduct and operation of the bus shelters; the levy of any attachment or execution which substantially interferes with the Company's operations under this Agreement and which attachment or execution is not vacated, dismissed, stayed or set aside within a period of ninety (90) days. This Agreement may be terminated by the City for any of the above -listed events of default after providing written notice to Company and if the event of default is not cured within the specified cure period provided in this Section. City shall be entitled to receive, and the Company shall pay City earned revenue from advertising in the form of the pro -rated MAG payment and/or the Revenue Payment up to the date of termination. B. Notwithstanding subsection A. of this Section, after five (5) years from the Effective Date, this Agreement may be terminated for convenience by the City upon ninety (90) days written notice of termination. In such event, Company shall be entitled to receive and the City shall pay Company compensation for all services performed by Company prior to the termination date. C. In the event City is paying Company for services, as a condition of such payment, Company shall provide all services paid for by the City and work product(s) completed as of the date of termination. 19. SECURITY FOR PERFORMANCE The Company shall establish a bond in the sum of $50,000.00 within forty- five (45) days after the effective date of this Agreement to insure faithful performance of Company's covenants for ongoing janitorial services construction, maintenance, and repair or replacement of the Street Furniture, timely payment of all revenues due the City under this Agreement, and restoration of shelter and/or bench sites to the condition existing prior to installation of the shelters and/or benches, whenever a shelter and/or bench is removed or relocated. The bond shall be in a form acceptable to the City Attorney, and issued by a company licensed to do business in the State of California. Company shall not commence any work or bench installation until the surety required herein is/are supplied to and approved by the City. Page 10 of 27 20. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 21. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. In the event suit is brought by either Party to enforce the terms and provisions of this Agreement or to secure the performance hereof, each Party shall bear the cost of its own attorney's fees. 22. PROFESSIONAL LICENSES Company shall, throughout the term of this Agreement, maintain all necessary licenses, permits (including but not limited to encroachment permits), approvals, waivers, and exemptions necessary for the provision of the services 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. Company 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. 23. NON -LIABILITY OF CITY OFFICERS AND EMPLOYEES No officer, official, employee, agent, representative, or volunteer of the City shall be personally liable to the Company, or any successor in interest, in the event of any default or breach by the City, or for any amount which may become due to Company or its successor, or for breach of any obligation of the terms of this Agreement. 24. FORCE MAJEURE The time within which the Company is obligated to commence and to complete the Refurbishment Program shall be extended for a period of time equal in duration to, and performance shall be excused on account of and for, and during the period of, any delay caused by strikes, threat of strikes, lockouts, war, threats of war, insurrection, invasion, acts of God, pandemic, earthquakes, calamities, violent action of the elements, fire, delays in electrical service provider permit issuance, action or adoption of any regulation, law or ordinance by any governmental agency, precluding Company's performance. Page 11 of 27 25. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, 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. 26. 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 fax 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 With courtesy copies to: Executive Director, Public Works City Attorney Agency City of Santa Ana City of Santa Ana 20 Civic Center Plaza (M-29) 20 Civic Center Plaza (M-21) P.O. Box 1988 P.O. Box 1988 Santa Ana, California 92702 Santa Ana, California 92702 Fax: 714- 647-6515 Fax: 714- 647-5635 To Company: Michael Culver, President Focus Media Group, Inc. 2271 W Malvern Ave., Suite 407 Fullerton, CA 92833 Fax: (714) 459-7234 Page 12 of 27 A-2022-010 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: 1� �{ aisy Gomez erk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney m Jose Montoya Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Krlst � City Manager COMPANY: lLelkA��_ Michael Culver President Page 13 of 27 EXHIBIT A SCOPE OF SERVICES The Scope of Services includes managing and selling the City's Advertising Inventory, janitorial service, and the installation, operation, and maintenance of Street Furniture located within the boundaries of the City of Santa Ana. The Company, at its sole cost and expense, shall be responsible for installing, relocating, repairing, maintaining, and replacing (if necessary) all Street Furniture as set forth in this Exhibit A, and in accordance with the design standards set forth in the Shelter and Bench Design and Construction Specifications, attached hereto as Exhibit C and incorporated herein by this reference. The City shall supply all new bus shelters. The installation and/or relocation of all City supplied Street Furniture shall be the responsibility of the Company throughout the Term. The Company shall be responsible for all necessary coordination with Orange County Transportation Authority (OCTA) to obtain any required approvals by OCTA for the location of Street Furniture. Comprehensive Service Program Upon signing the Agreement, Company shall implement a comprehensive service program which shall include janitorial services and maintenance of all City bus stops in accordance with Table 1 below. Bus stops with ad shelters, non -ad shelters with or without kiosks, and kiosk locations shall be known as "Group A" and bus stops with non -ad benches shall be known as "Group B". All Group A and Group B bus stops shall be serviced three (3) times per week. Group A is comprised of 143 existing advertising bus shelters and 30 new advertising kiosks to be placed at either non -advertising bus shelters or other locations approved by the City. Group B is comprised of non -advertising bus shelters and bus stops Maintenance Service Costs Group A bus stops shall be serviced at no cost to the City. Group B bus stops shall be serviced at an estimated total annual cost of $137,000 or $34,250 for each quarter (the "Quarterly Maintenance Services Cost"). The quarterly and annual cost was calculated by multiplying the number of bus stops in Group B by the cost per visit for each bus stop in Group B, which is $1.80 ("CPV"). The Quarterly Maintenance Services Cost shall be an offset to the quarterly revenue generated from the Advertising Inventory. The Quarterly Maintenance Services has been designed to reference the number of Group B bus stops at the time of the Effective Date. Parties recognize that the number of Group B bus stops may change over the term of the Agreement at the City's sole discretion. In the event of any such change, the Parties agree that the Quarterly Maintenance Services charge shall be adjusted based on this change and that the adjusted charge will become effective at the start date of the next following quarter. The $1.80 CPV shall be increased annually at the end of each 12-month period from the effective date of this Agreement by a percentage equal to the percentage change in the Consumer Price Index (CPI) statistics for all Urban Consumers for Page 14 of 27 the Los Angeles -Long Beach -Anaheim area, as published by the United States Bureau of Labor (CUURS49ASA0). The percentage change shall be determined with reference to the year over year percentage change in CPI for the prior 12-month period ending in December. Hot Spots The City shall designate at a minimum forty-five (45) bus stops from either Group A and/or Group B, as "Hot Spots." Hot Spots shall be serviced a minimum of five (5) days per week, one (1) of which shall be a weekend day. City will provide a list of the hot spots to the Company that require janitorial services at least (5) days per week. The list will be updated by the City by providing advance notice to Company. Company shall also evaluate on a regular basis if there are any other bus stops that need more service visits than the three (3) minimum service visits per week and shall adjust their service schedule accordingly from time -to -time at no additional cost for Group A. In the event the City requests to increase the frequency of visits to Group B bus stops, the cost per additional visit provided by Company shall be $8.00 dollars ("Cost Per Additional Visit") for visits above 1,506 visits per week. The Cost Per Additional Visit shall be increased annually at the end of each 12-month period from the effective date of this Agreement by a percentage equal to the percentage change in the Consumer Price Index (CPI) statistics for all Urban Consumers for the Los Angeles -Long Beach -Anaheim area, as published by the United States Bureau of Labor (CUURS49ASA0). The percentage change shall be determined with reference to the year over year percentage change in CPI for the prior 12-month period ending in December. Refurbishment Program Company shall incur 100% of the cost of the Refurbishment Program. Company shall review all existing bus stops and bus shelters for repairs and parts needed. Within two (2) weeks from the Effective Date of this Agreement, Company shall implement a comprehensive refurbishing program, including graffiti removal, plexiglass cleaning, broken or cracked plexiglass replacement, and repairing and painting all Street Furniture (the "Refurbishment Program"). Company shall provide the Refurbishment Program plan to the City before commencing. The City shall have five (5) business days to review and provide feedback on the Refurbishment Program plan. Painting shall only be required for the older (green) Street Furniture. Company shall bear the cost of all approved replacement parts needed to repair damaged Street Furniture, The Refurbishment Program shall be completed within six (6) months of the Effective Date of this Agreement; however, painting the older Street Furniture may be completed within nine (9) months of the Effective Date. Safety Company shall be solely responsible for employing appropriate safety measures and taking all other actions reasonably necessary to protect the life, health, and safety of the public when it has notice of potential safety hazards that exist at the Site Areas that are subject to this Agreement. Installation and Design Standards a. In its design of bus stop and bus shelter program elements, the City's focus has been and remains on the fundamentals, naively, shelter, shade, safety, and comfort. The City believes Page 15 of 27 that thoughtful design can respond to needs and provide multiple benefits for all those who share the sidewalks in the City of Santa Ana. Design should be scalable considering site - specific space constraints and varying levels of transit ridership. The installation of any device by Company without City's prior approval is forbidden. b. The Company shall conform to and abide by all City and Orange County ordinances, OCTA bus stop standards (including the (2004) Bus Stop Safety and Design Guidelines) and all applicable state and federal laws (including the requirements in the (2007) Caltrans's Bus Rapid Transit Handbook -for Partners). Where permits and/or licenses are required, it is the responsibility of the Company to first obtain them from the regulatory agency having jurisdiction. c. The Company shall permanently affix in a conspicuous area on each shelter and/or bench an owner identification tag which includes the Company's business name and 24-hour service telephone number. d. The Company shall conform to and abide by all applicable City regulations. e. Company shall employ or subcontract, for services, adequate personnel to competently and timely meet all agreed on obligations. If the City determines, at any time that the conduct of an employee or representative of the Company or an authorized and approved subcontractor of the Company, while in performance of its obligations, in the reasonable belief of the City, detrimental to the interest of the City or the public, the City shall give written notice thereof to the Company. Following the City's written notice therefor, the Company shall take all reasonable actions necessary to correct such conduct and prevent it from occurring in the future including, but not limited to terminating such employee's work assignment within the City of Santa Ana. Advertising Standards a. Bus shelter advertising shall be limited to one two-sided, back-to-back, backlit ad panel per shelter. Alternative advertising panel designs as required on a site by -site basis will require prior approval by the City. Any proposed advertising to be located on the shelter ad panels shall not: 1. Display the words "STOP", "DRIVE-IN", "DANGER", or any other word, phrase, symbol or character which may interfere with, mislead, confuse, or direct vehicular traffic. 2. Be comprised of rotating, revolving, or flashing lighting devises. 3. Promotes material which the City in its sole discretion deems offensive to community standards of good taste. 4. Promotes alcohol, cannabis and/or tobacco products of any kind within 1,000 feet of any school. 5. Contains "off -site business identification signs" or "political endorsements." For the purpose of this Agreement, "off -site identification signs" are defined as ad panels that give specific direction to an advertiser's place of business other than the site's address. b. Company shall not accept ads or run ads in the Advertising Inventory with content that is deemed unacceptable by the City in accordance with Exhibit D. The Parties will agree to an ad approval Page 16 of 27 process for advertising that Company believes may be potentially deemed in violation of the City's ad standards. c. The City shall have the right to remove advertising that contains Unacceptable Content upon request. The Director will make the final determination on unacceptable advertising. In the event that an advertisement is determined to be unacceptable, Company agrees to remove said advertising within twenty -hour (24) hours of being noticed by the City. Site Relocation a. In the event that a bus route or stop is altered or deleted such that any bus shelter will no longer serve as an active bus stop location, the Company shall, within thirty (30) days after notification from the City, relocate the bus shelter and appurtenances to a new location designated by the City. The vacated location shall be restored to its original condition, including complete replacement of the affected sidewalk sections, within that same time period by the Company at its own cost and expense. b. In the event a construction or roadway improvement project impacts Street Furniture, the Company shall coordinate with the City to vacate, remove, store, and reinstall the Street Furniture at its own cost and expense. Upon completion of the work, the Company shall automatically resume its operations. Janitorial Services (Cleaning) a. The Company shall furnish all labor, materials, water, equipment, clean-up, disposal, and services required to perform the services set forth herein. b. Company shall be responsible for performing the following cleaning activities with each visit to the Site Area: 1. At each Site Area, the Company shall unlock and open trash container. Empty replace the trash bag in each trash receptacle and properly dispose of all debris, trash, and other associated undesirable items from the Site Area and dispose of such legally and properly, to the City's satisfaction, at the Company's expense, and if needed, wash down the affected area to eliminate any remaining residue. Close and lock trash containers. 2. Cleaning all interior and exterior visible metal and concrete surfaces at each location, including all plexiglass surfaces, trash cans, trash can covers and entire benches with disinfecting cleaners (approved by the Environment Protection Agency for its effectiveness against COVID-19). The Company shall clean the entire bus stop/shelter (including but not limited to bus furniture, shelter structure, trash receptacles, posts and signs). 3. Clean by sweeping all Site Area (e.g. sidewalk/boarding area, etc.) and remove all litter (including cigarette butts), waste material, debris, etc. 4. Remove stickers, decal, tape and gum from Site Area and from concrete pads and sidewalks. 5. Cleaning solar panels to remove dust and grime build up (no pressure washing), cleaning the LED display, cleaning the aluminum case and replacing the polycarbonate screen protector in the event that the solar panel is vandalized. Company shall provide and replace the poly - carbonate screen protectors as needed. Page 17 of 27 Company shall use steam to clean the bus stops one (1) time each month. Prior to any steam cleaning, the Company shall block or seal all storm drains and clean accumulated debris and remove blocking materials when finished. Wash water shall be contained and pumped up or vacuumed and properly disposed of. Maintenance, Replacement and Repair of Street Furniture a. Company shall repair, remove, or replace damage vandalism, or graffiti, including etching and other forms of graffiti and/or vandalism damage, within twenty-four (24) hours after having been found at the time of routine janitorial service and/or maintenance call or upon notification by the City. b. If shelter or bench damage or vandalism is such that the public could be exposed to a dangerous situation while in or near the shelter or bench, the Company shall repair or if necessary, remove the entire shelter or bench within three (3) hours of notification, and it shall be replaced and fully operation at the same location within five (5) working days after removal. c. In the event that the Company determines that the Street Furniture, or any of its major components cannot be repaired and need to be fully replaced (e.g. total loss), Company shall photograph the damaged Street Furniture before its removal from the Site Area (as defined in table 2 of this Agreement) and immediately provide the photograph to the City for review. If the City determines that the damaged Street Furniture is a total loss, the City shall provide replacement furniture and/or components at City's sole cost and Company shall install at its sole cost. d. Company shall spray for weed control within twenty (20) feet of the outer edges of benches. e. Company shall maintain, repair, and replace shelter lighting, which shall be illuminated from dusk until dawn by an overhead energy efficient, lighting system, concealed in the roof structure. f. Company shall be responsible for all maintenance and repair, including the replacement of parts to ensure everything is in working order at its sole cost and expense. Painting a. All non -galvanized (green) bus shelters shall be painted, by Company, within nine (9) months of the Effective Date. b. Twenty percent of the current inventory of non -galvanized bus shelters shall be painted on an annual basis. The inventory list of bus shelters to be painted annually by Company shall be approved in advance by the City. c. Touch up paint at bus shelters, bus stops and associated furniture and fixtures on an as needed basis. Page 18 of 27 Cleaning, Maintenance and Repair, and Painting Schedule The frequency for janitorial services and performing maintenance (including painting) at bus shelters and bus stops is presented in Table 2 below and in this Agreement. mySantaAna App Communication regarding maintenance or cleaning requests of the bus stops shall be handled through the City's computerized work order management system, whether presently known as the "mySantaAna" app (the "City App") or otherwise in the future. Company personnel shall use handheld devices such as smartphones or tablets to receive, respond to, and close maintenance requests through the City App. Company shall respond within twenty-four (24) hours to any maintenance or service requests that are received through the City App or otherwise. Cost of Utilities Company shall incur 100% of the cost of all electrical connections, including obtaining all service permits from Southern California Edison (SCE), running electrical conduit and for all metered electrical charges generated by the Street Furniture. Hours of Operation To preserve peace and quiet, maintenance, repairs and replacement of street furniture in residential areas shall be between 7:00 a.m, and 6:00 p.m. seven days per week. Hours for steam cleaning bus shelters and bus stops are between 3:00 a.m. and 9:00 p.m. Monday through Friday and between 5:00 a.m, and 9:00 p.m. on Saturday and Sunday. If complaints are received from residential units, which are at least one hundred (100) feet away from service locations, the Executive Director may direct that services shall be performed between the hours of 7:00 a.m. and 6:00 p.m. Contractor may not make exceptions to these service days and times without advanced written approval from the City. Traffic Control Traffic control shall be provided by Company to ensure that no personnel, equipment, and/or vehicles block lanes without proper warning signs and all required safety measures when performing services under this Agreement. Advertising Services a. Company's obligation is to maximize the revenue of the Advertising Inventory. All ad campaigns in the Advertising Inventory must have a revenue component based on market rates. Company shall not use the Advertising Inventory to bonus additional ad panels to clients that are not purchasing ads in the Advertising Inventory. b. From time -to -time, Company shall evaluate the opportunity to replace the current static ad panels with digital panels and shall do so when it becomes economically feasible and after obtaining approval by the City. Page 19 of 27 Public Service Announcements Company shall, at least four (4) times per year, for at least twenty-eight (28) calendar days each time, display at least one (1) public service announcement in lieu of paid advertising in up to sixteen (16) bus shelters identified by the City, or 10% of the total number of bus shelters under the Agreement, whichever is greater. Company shall arrange, at its own cost and expense, for production, service and installation of the public service announcements upon consultation with the City. The City shall approve all public service messages. City Ads a. Company shall provide the City with free ad space from unsold Advertising Inventory, up to 10% of available Advertising Inventory, to use for City messages and/or additional Public Service Announcements ("City Ads"). In addition, Company shall provide design services for City Ads at no cost. b. Ad lead times shall be no longer than two (2) weeks - ad designed, approved, and placed in Advertising Inventory. Discounts For City Businesses Company shall provide introductory packages that include discounts on design and production costs and shall bonus additional ad panels on a space -available basis. Reporting a. Company shall provide quarterly reports with each quarterly Revenue Payment within thirty (30) days from the end of each calendar quarter. Each report shall detail the revenue generated from the Advertising Inventory, associated ad rates and occupancy rates. The report shall also include the MAG amount, the Maintenance Services Cost, and the resulting Revenue Payment for the quarter. The Parties shall mutually agree on the format of the quarterly reports. b. Company shall provide quarterly reports of its shelter maintenance operations in a format to be approved by the City. City may request monthly reports as needed. Account Executive Company shall assign an Account Executive to be the City's single point of contact for this partnership. Meetings At the City's discretion, the Parties shall meet on a quarterly basis or on an as needed basis to review sales performance, janitorial performance and maintenance performance, current Street Furniture, new potential Street Furniture, and any other matter related to the services provided by Company. Page 20 of 27 Table 1 — Estimated Maintenance Expense and Frequency of Visits 3 Visits Per Week 173 Total Number of Visits Per Week 519 Total Annual Cost to City No Charge(l) (')There will never be a cost to the City for the maintenance and cleaning of Group A bus stops by Company. 3 Visits Per Week 487 Total Number of Visits Per Week 1,461M Total Annual Cost to City $137,000(3) (2) Company shall provide up to 1,506 (1,461+45) visits per week before any additional cost is calculated. is)The annual cost to the City for non -ad shelters and non -ad benches may be adjusted by the City as provided in this Agreement. These figures represent the estimated number of non -ad bus stops at time of Agreement, subject to change. 5 Visits Per Week 45 Total Number of Visits Per Week 225 Total Annual Cost to City No Charger^> (4)There will never be a cost to the City for the maintenance and cleaning of Hot -Spot locations by Company. Page 21 of 27 Table 2 — Frequency for Janitorial Services (Cleaning) and Maintenance at Bus Shelters and Bus Stops r-�� g H c A Frec�neney ,- rThree Five time _: Within 12°ec�u�retl ,asks/ACtrvitiestrl s times first As rfi pec. " per Month .t' �Tme Annually Required x' week (2 week Months Unlock and open trash container. Empty replace the trash bag in each trash receptacle and properly dispose of remove all debris, trash, refuse, and other associated undesirable items from the Site Area from the area within twenty (20) feet from all directions of the bus shelter or bus stop and dispose of such legally x x and properly, to the City's satisfaction, at the Company's expense, and if needed, wash down the affected area to eliminate any remaining residue. Close and lock trash container. Use disinfecting cleaners (approved by the Environment Protection Agency for its effectiveness against COVID-19) to wipe x x down trash cans, trash can covers and entire benches. Clean by sweeping all Site Ared) and remove all litter (including cigarette butts), waste x x material, debris, etc. Remove graffiti, stickers, decal, tape and gum from Site Area and from concrete pads and x x sidewalks. Cleaning all interior and exterior visible metal and concrete surfaces at each location, including all plexiglass surfaces. The Company shall clean the entire bus x stop/shelter (including but not limited to bus furniture, shelter structure, trash receptacles, posts and signs). Cleaning solar panels to remove dust and grime build up (no pressure washing), cleaning the LED display, cleaning the aluminum case and replacing the polycarbonate screen protector in the event x that the solar panel is vandalized. Company shall provide and replace the Replacement poly -carbonate screen protectors as needed. Touch up paint at bus shelters, bus stops and associated furniture and fixturesM. x Page 22 of 27 �......... . Frequency Three :Within - Reyulreil'Taslts/Acttvrt es(iJ Flveltlrnes times First As t ppronthly: �vI _ Nine Annupll Required; per. kkr eek(2) weekk' IVlonths' Test power to all lighting fixtures. x Spray for weed control within 20 feet of the outer edges of benches, x Inspect ad panel plexiglass. x Steam cleaning of bus shelters and bus stops. Prior to any steam cleaning, the Company shall block or seal all storm drains and clean accumulated debris and remove blocking x materials when finished. Wash water shall be contained and pumped up or vacuumed and properly disposed of. Paint all non -galvanized (green) bus shelters. x Paint twenty percent of the current inventory of non -galvanized bus shelters. x Board up damaged ad panels. x Repair damaged plexiglass ad panels. Repair and replace light fixtures and ad panel lights. x 0) If any safety issues or hazards ate found, all necessary measures shall be taken to minimize or eliminate the potential risks to the workers and public. If required, the City will be notified as soon as possible, but no later than 24 hours after the bus stop has been serviced. (2) Company to maintain approximately forty-five (45) sites clean requiring janitorial services five days per week including one weekend day. The Sites are typically along the most heavily used bus routes and are referred to as "Hot Spots". City will provide a list of the Hot Spots to Company, The list will be updated by the City by providing advance notice to Company. )r) One Site Area is equivalent to one Bus Shelter or Bus Stop. The ("Site Area") includes all area within twenty (20) feet of the outer edges of all bus stop fumiture/fixtures (e.g. shelters, benches, receptacles, signs (including LED solar signs), posts, improvements, sidewalks, curbs and gutters, pavement, etc.) at each location and from right-of-way to curb face, all fiarniture/fixtures within the Site Area and only that area which is part of the public right of way (e.g., sidewalks and streets open to public access). MBus shelters and bus stops furniture/fixture include benches, trash receptacles, information map cases, schedule holders, free standing kiosks, outdoor advertising displays (both static and digital), secure bicycle racks. Page 23 of 27 I-W011TI.Two. PROJECTED MAG PAYMENTS AND FORECASTED REVENUE & EXPENSES Annual The >of Year MAG (173 Ad Revenue MAG or Maintenance Difference Balance Notes Locations x Share Revenue Expense Share $720) 1 $124,560 $101,000 $124,560 $137,000 ($12,440) ($12,440) Roll over toyr. 2 2 $124,560 $140,284 $140,284 $137,000 $3,284 ($9,156) Roll over toyr. 3 3 $124,560 $147,298 $147,298 $137,000 $10,298 $1,142 Due to City 4 $124,560 $154,663 $154,663 $137,000 $17,663 $17,663 Due to City 5 $124,560 $162,396 $162,396 $137,000 $25,396 $25,396 Due to City 6 $124,560 $170,516 $170,516 $137,000 $33,516 $33,516 Due to City 7 $124,560 $179,042 $179,042 $137,000 $42,042 $42,042 Due to City 8 $124,560 $187,994 $187,994 $137,000 $50,994 $50,994 Due to City 9 $124,560 $197,394 $197,394 $137,000 $60,394 $60,394 Due to City 10 $124,560 $207,263 $207,263 $137,000 $70,263 1 $70,263 Due to City Note: Any negative balance will be rolled over in the first 3 years. Any negative balance at the end of year 4 will be waived. Any positive balance at the end of any quarter or year will be paid to the City. MAG and Maintenance Expense will be adjusted annually based on CPI specified in the agreement. Page 24 of 27 EXHIBIT C SHELTER AND BENCH DESIGN AND CONSTRUCTION SPECIFICATIONS vM Val go ,,,Mrs;; .rim, Page 25 of 27 EXHIBIT D UNACCEPTABLE CONTENT Company shall not accept or run advertising on the Advertising Inventory that contains Unacceptable Content, as determined by the City. Unacceptable Content includes but is not limited to the following: • Is lewd, profane, obscene, or indecent, including any content that is violent or pornographic, explicit violent or sexual material, or depictions of violent or sexual acts; • Contains gruesome, graphic, or disgusting accounts or imagery; • Promotes the sale of products that are designed to explode and could cause damage to nearby people or property; • Promotes the sale of firearms or sporting or recreational guns that can cause serious harm if misused, or that appear to be real guns; • Promotes the sale of other weapons that are designed or promoted as products that can be used to injure an opponent in sport, self-defense, or combat; • Is harassing, threatening, abusive, inflammatory or otherwise objectionable; • Is unlawful or that could facilitate the violation of any applicable law, regulation or governmental rule or guidance; • Offers or disseminates any fraudulent goods, services, schemes or promotions; • Demeaning or disparaging matter - Contains images, copy or concepts that actively denigrate, demean or disparage any individual or group. • Vulgarity - Contains images, copy or concepts that are obscene, vulgar, crude, sexually suggestive, indecent, profane or scatological. • Promotes the sale and use of tobacco and tobacco -related products. Tobacco means: (1) any product containing, made, or derived from tobacco or nicotine that is intended for human consumption, whether smoked, heated, chewed, absorbed, dissolved, inhaled, snorted, sniffed, or ingested by any other means, including, but not limited to cigarettes, cigars, little cigars, chewing tobacco, pipe tobacco, snuff; and (2) any electronic device that delivers nicotine or other substances to the Person inhaling from the device, including, but not limited to, an electronic cigarette, electronic cigar, electronic pipe, or electronic hookah; • Promotes the sale and use of cannabis or cannabis product, medicinal/medical cannabis, or commercial cannabis activity and business as defined in Santa Ana Municipal Code Section 40- 2; • Political endorsements — Contains messages that are political in nature, including messages of political advocacy, that support or oppose any candidate or referendum, or that feature any current political office holder or candidate for public office, or take positions on issues of public debate. • Religion - Contains images, content or copy related to religion or religious ideas or viewpoints. • Promotes products or services marketed as facilitating recreational drug use; • Is libelous, defamatory, knowingly false or misrepresented an individual, company or entity; • Infringes upon the intellectual property rights of any third party, including copyrights, trademarks, trade names, trade secrets, or patents of such third party; Page 26 of 27 • Negative connotations of public transit - Contains images, copy or concepts that actively denigrate public transportation. • Unsafe transit behavior — Contains images, copy or concepts that depict unsafe behaviors aboard buses or trains, or in or around transit stations or railroad tracks; or • Is harmful to the City of Santa Ana, its neighboring cities, or Orange County. Page 27 of 27 Francine R. Digitally signed by FmndneR aNt----I Villareal T ® vwal cal .A� CERTIFICATE OF LIABILITY INSURANCE r TE IMMA)DrvYYY) DA2/9i2D22 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 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 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 NONE: Laura L. Baron, CIC Nickerson Insurance Services, Inc. PHONE EM. (310)326-6335 ext 2151 Fes. No: l3101326-5414 E-MAIL Laura@nickersoni.ns. com ADDRESS: LIC #0491589 2106 West Lomita Blvd. INSURERS AFFORDING COVERAGE NAIC # INSURERA:Continental Casualty Company 20443 Lomita CA 90717 INSURED INSURERa:Trans Ortation Insurance Company 20494 INsuRtsptc:Sercurity Nat-ionil Insurance Company 19879 Focus Media Group, Inc., DBA: Coastline Advertising Corporation INSURER D: 2271 W Malvern Ave. 8407 INSURERE: Fullerton CA 92633-2106 INSURERF: COVERAGES CERTIFICATE NUMBER:21-22 GLADWCUMB 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 rypE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF flMM'DDNYVYl POLICY UP LIMITS X COMMERCIAL GENERALLIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE �X OCCUR DAMA ETORENTED PREMISES Eaccumence IS 300,000 X MED EXP(Any one person) $ 10,000 Primary/Non-Contributory X Y B4034610293 5/19/2021 5/19/2022 PERSONAL 3ADV INJURY $ 1,000,000 GEN-LAGGREGATE LIMITAPPUES PER: GENERALAGGREGATE $ 2,000,000 X PRO- POLICY JECT LCC PRODUCTS - COMPIDPAGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY 0MBIN -SINGLE LIMIT Es accident $ 1,000,000 X BODILY INJURY (Per person) $ A ANYAUTO BODILY INJURV Par accident ( ) $ ALL OWNED SCHEDULED AUTOS AUTOS X Y BUA50B5115T84 5/19/202i 5/19/2022 NON -OWNED HIREDAUTOS HAUTOS PROPERTY DAMAGE Per aukent $ Uninsured mmods(combined single $ 1,000,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4 000,000 AGGREGATE $ 4,000,000 EXC ESS CESS LIAB CWMS-MADE G. RETENTION It IS X Y CUP4034610245 5/19/2021 5/19/2022 WORKERS COMPENSATION X PER OTH- AND EMPLOYERS' LIABILITY YIN STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 ANY PRCPRIETORNARTNERIEXECUTIVE C OFFICEWMEMBER EXCWDED9 MandatoryMandatory❑NIA In NH) y MC1332579 4/21/2021 4/21/2022 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under E.L. DISEASE- POUCY UMIT S 1,000,000 DESCRIPTION OF OPERATIONS below A Business Personal Property B4034610293 05/19/2021 05/19/2022 Replacement Cast $5,000 Business Income Actual Loss Sustain¢d(ALS) pl,g DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule. may be attached if mole space is required) The City of Santa Ana, , its officers, officials, employees, and volunteers are included as additional as respect to insured ongoing operations per attached CNA Additional Insured endorsements SB146932E & SE300022B including primary, non-contributory and waiver of Subrogation; 30 Days Notice of Cancellation subject to 10 days notice of cancellation for nonpayment of premium when required by written executed contract SHOULD ANY OF THE ABOVE DES City of Santa Ana its officers,employees, THE EXPIRATION DATE THEREOF, employees, and volunteers ACCORDANCE WITH THE POLICY 20 Civic Center Plaza (M-30) P.O. Box 1988 AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702-1988 Sarah Kelly/LAURA © 1988-2014 ACO ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 (201401) REVEWED&APPROVED Or F44Hi.11 A,VVJAWI Risk Management Analyst POLICY NUMBER INSURED NAME AND ADDRESS B 4034610293 FOCUS MEDIA GROUP, INC. 2271 W MALVERN AVE STE 407. FULLERTON, CA 92833-2106 POLICY CHANGES ENDORSEMENT EFFECTIVE 1/15/2022 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. The following Additional Insured(s) has (have) been added: Form #:SB300120 Title: Additioal Insured - Owners, Lessees or Contractors Name and Address: City of Santa Ana, its officers, officials, employees, and volunteers Clerk of the City Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Chairman � G-56015-B (ED. 11/91) E s mnRbkMavgernentDhiafo. Revt:o&APPROVaJ BY: ®' Risk Management Analyst SB-300001-C CNA (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - AGGREGATE LIMITS OF INSURANCE (PER PROJECT) This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM A. For all sums which the insured becomes legally Declarations, such limits will be subject to the obligated to pay as damages caused by "occurrences" applicable "Project" General Aggregate limit. under COVERAGE A.1., and for all medical expenses B. For all sums which the insured becomes legally caused by accidents under COVERAGE A.2., which obligated to pay as damages caused by can be attributed only to ongoing operations at a single "occurrences," and for all medical expenses caused by "project": accidents, which cannot be attributed only to ongoing 1. A separate "Project" General Aggregate limit operations at a single "project": applies to each "project" The "Project" General 1. Any payments made under COVERAGE A.I. for Aggregate limit is equal to the amount of the damages or under COVERAGE A.2. for medical General Aggregate limit shown in the expenses shall reduce the amount available under Declarations. the General Aggregate limit or the 2. The "Project" General Aggregate limit is the most Products/Completed Operations Aggregate limit, we will pay for the sum of all damages payable whichever is applicable; and under COVERAGE A.1., except damages 2. Such payments shall not reduce any "Project" because of "bodily injury" or "property damage" General Aggregate limit. included in the "products -completed operations hazard," and for medical expenses payable under C. When coverage for liability arising out of the "products - COVERAGE A.2. regardless of the number of: completed operations hazard" is provided, any payments for damages because of "bodily injury' or a. Insureds; property damage" included in the "products- b. Claims made or "suits" brought; or completed operations hazard" will reduce the Products/Completed Operations Aggregate limit, and c. Persons or organizations making claims or not reduce the General Aggregate limit nor any bringing "suits.' "Project" General Aggregate limit. 3. Any payments made under COVERAGE A.I. for D. If a "project" has been abandoned, delayed, or damages or under COVERAGE A.2. for medical abandoned and then restarted, or V the authorized expenses shall reduce the "Project" General contracting parties deviate from plans, blueprints, Aggregate limit for the applicable "project." Such designs, specifications or timetables, the "project" will payments shall not reduce the General Aggregate still be deemed to be the same "project." limit shown in the Declarations nor shall they reduce any "Project" General Aggregate limit E. The provisions of the Limits Of Insurance section not applicable to other "projects." otherwise modified by this endorsement shall continue to apply as stipulated. 4. The limits shown in the Declarations for Liability and Medical Expenses, Damage to Premises F. The following definition is added to Section F. Liability Rented to You, and Medical Expenses continue to and Medical Expenses Definitions: apply. However, instead of being subject to the "Project" means 'your work" at location(s) away from General Aggregate limit shown in the premises owned or rented to you. ,t.Mt. wektdarugrmodoH,mn t�M1J,,,a ,\^ns REVIEWfa S APPR1Q,V® BY: SB-300001-C Includes copyrighted material of Insurance Services Office, Inc. , with its permission. 1 ` ' ,' ' F�M c cot VK<'iV 4f (Ed. 06/11) Copyright, Insurance Services Office, Inc., 2002 Risk Management An tyet SB300022C (Ed. 6-16) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION Name Of Person Or Organization: City of Santa Ana, its officers, officials, employees, and volunteers 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS We waive any right of recovery we may have against: 1. Any person or organization shown above or in the Declarations; or 2. Any person or organization with which you have a written contract that requires such a waiver, provided the contract was executed prior to the loss. All other terms and conditions of the Policy remain unchanged. SB300022C (Ed.6-16) Page 1 of 1 _,F, Risk Managemmtnhniun RFOEWED & APPROVED ar. RBk Managenent Anatyst Copyright, CNA All Rights Reserved. CAM SB- - (Ed.d. 06/106/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION -WITH PRODUCTS COMPLETED OPERATIONS COVERAGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM SCHEDULE* Name Of Person Or Organization: City of Santa Ana, , its officers, officials, employees, and volunteers 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana CA 92702-1988 ' Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. A. The following is added to Paragraph C. Who Is An Insured: 4. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury," caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf in the performance of your ongoing operations for the additional insured(s); at the location(s) designated above; or c. "Your work' that is included in the "products - completed operations hazard" and performed for the additional insured, but only if this Policy provides such coverage, and only if the written contract or written agreement requires you to provide the additional insured such coverage. B. The insurance provided to the additional insured does not apply to 'bodily injury," 'property damage," or "personal and advertising injury" arising out of: SB-300120-C (Ed. 06/11) 1. The rendering of, or the failure to render any professional architectural, engineering, or surveying services, including: (a) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. 2. 'Bodily Injury," "property damage," or "personal and advertising injury' arising out of any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Policy. C. The following is added to Paragraph H. of the Businessowners Common Policy Conditions: H. Other Insurance This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. WakManagementDivision REVIEWED & APPRovso aY; o fu"i ..Q P. V' ® Risk Management Analyst C�i71_1 SB-146932-E (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED —BLANKET VENDORS WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its SB-146932-E (Ed. 06111) own acts or omission or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury' or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: a. Additional insured —Your Work That person or org work is an addition Risk Ma"a8""a"Eo" lan Rt EwED S APPRQ BY: �'. ftkk Management Analyst C' .V/_' 1 due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply to "bodily injury" or "property damage" arising out of the "products -completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (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 premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (2) 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. SB-146932-E (Ed. 06/11) SB-146932-E (Ed. 06/11) This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury' arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only 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 such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that speck part of the premises leased to you and 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 such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners/Other Interests — Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you c WekMansge tDMsbon c REVIE &APPROVED BY: ® Ruk Management Analyst CNA (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. g. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability as co- owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs b. through h. above does not apply to "bodily injury' or "property damage" included within the "products -completed operations hazard" 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY CONDITIONS: H. Other Insurance 4. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. 4. LEGAL LIABILITY —DAMAGE TO PREMISES A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. SB-146932-E (Ed. 06/11) SB-146932-E (Ed. 06/11) Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are 'your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. gg,^RlakMmwganentD!Aslmt Aaewi ,n� ItinE &A"Rov®av: fie , e R. vju d ® Risk Management Analyst CNA Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item S. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. 5. Blanket Waiver of Subrogation We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. 6. Broad Knowledge of Occurrence The following items are added to E. Businessowners General Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; SB-146932-E (Ed. 06111) SB-146932-E (Ed. 06/11) (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer' or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph e. applies separately to you and any additional insured. 7. Bodily Injury Section F. Liability and Medical Expenses Definitions, item 3. "Bodily Injury" is deleted and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 6. Expanded Personal and Advertising Injury Definition a. The following is added to Section F. Liability and Medical Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: 1. Not done intentionally by or at the direction of: a. The insured; or b. Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and 2. Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. b. The following is added to Exclusions, Section B.: Rick Management Division RtlnerrFD & APPRwm BY: �. ® Risk Management Analyst (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. c. This provision (Expanded Personal and Advertising Injury) does not apply if SB-146932-E (Ed. 06/11) SB-146932-E (Ed. 06/11) Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. 9. Personal and Advertising Injury Re -defined Section F. Liability and Medical Expenses Definitions, item 14, Personal Advertising Injury, Paragraph c. is replaced by the following: c. The wrongful evictio n Riela Management Dirisimt 9' REVIEWED S APPROVED BY: �Risk Management Analyst