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HomeMy WebLinkAboutWESTBOUND COMMUNICATIONS 4 - 2011INSURANCE ON FILE WORK MAY PROCEED A-2011-241 UNTIL INSURANCE EXPIRES S-!o _ / 2 CLERK OF COUNCIL DATE: /? / . ` CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 3`d day of October, 201 1 by and between Westbound ?? Communications, Inc. (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ' (hereinafter "City"). 3 RECITALS 'V'?' A. City, acting through the Santa Ana Police Department in its capacity as the „ ?? Core City for the Santa Ana Urban Area under the FY10 Urban Areas ? Security Initiative, has applied for, received and accepted a grant from the v Federal Department of Homeland Security, Office of Domestic Preparedness, J ? through the State of California, Emergency Management Agency, to enhance countywide emergency preparedness, hereinafter referred to as "the Grant." B. The City desires to retain a consultant having special skill and knowledge in the field of professional Web Site and promotional communications services. C. Consultant represents that it is able and willing to provide such services to the City and has the necessary skills and experience to do so. D. Consultant has submitted a Proposal which identifies the scope, tasks and general time lines for providing the services and the costs thereof. E. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall continue to provide web site enhancement and hosting services, as well as promotional services for the ReadyOC (ROC) Emergency Preparedness Campaign, as set forth in Exhibit A attached to this Agreement. The parties anticipate that additional planning meetings, training and exercises will be planned and executed during the term of this Agreement. The City Manager and/or Chief of Police for the City of Santa Ana are hereby authorized to approve such additional meetings, training and exercises, in writing, as they determine will fulfill the objectives of the Grant. 2. COPYRIGHT Except as otherwise provided in the terms and conditions of this Agreement, Consultant may copyright any books, publications or other copyrightable materials developed in the course of or under ?? this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve aroyalty-free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government's, SAA'S and. City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $1 50,000.00 during the term of this Agreement. b. Out of pocket expenses, including mileage, copies and phone, will be billed separately on the first of each month, for the preceding month. Expenses that individually exceed $500, or aggregate $1,000 in any one month, will require prior written approval of City. c. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed as set forth in Exhibit A, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set for in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date first written above and terminate on satisfactory completion of all services pursuant to this Agreement, unless terminated earlier in accordance with Section l 3, below. 5. INDEPENDENT CONTRACTOR Consultant 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 and employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability lnsurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insureds) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any covered act or occurrence arising out of Consultant's operations in the performance of this Agreement. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement to be approved in form by the City Attorney. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $],000,000 per accident. c. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. d. Professional Liability Insurance. Consultant shall provide professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim and not less than $2,000,000 annual aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled without thirty (30) days prior written notice to the City. Ten (1 O) days notice if cancellation is due to non-payment of premium. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, and special counsel from liability for personal injury, damages or just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, to the extent they arise from the negligent or willful misconduct in the performance of operations or errors or omissions of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. \ U 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant 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. 10. 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 telefacsimile 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 P.O. BOX 1988 Santa Ana, CA 92702-1988 Fax (714) 647-6956 With courtesy copies to: Santa Ana Police Department UASI /Homeland Security Division 60 Civic Center Plaza P.O. Box 1981 (M-18) Santa Ana, California 92702 Telefacsimile (714) 245-8098 Attn: Brad Hadley And City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Westbound Communications Rick Miltenberger 625 The City Drive, Suite 360 Orange, CA 92868 A party may change its address by giving notice in writing to the other party. Thereafter, communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have bee 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 telefacsimile, 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. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. 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 Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant 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 consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the 1 U property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant 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. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. 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. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, 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. Consultant 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. 17. CONSULTANT CERTIFICATIONS/FEDERAL REQUIREMENTS a. Audit Records -With respect to all matters covered by this agreement all records shall be made available for audit and inspection by the City, the grant agency and/or their duly authorized representatives for a period of three (3) years from the termination of this Agreement. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Consultant shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Consultant shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Consultant, upon request during usual working hours. b. Consultant shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. c. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Consultant agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. d. Americans with Disabilities Act of 1990 - (ADA) Consultant must comply with all requirements ofthe Americans with Disabilities Act of 1990 (ADA), as applicable. e. Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act." f. Civil Rights Compliance and Notification of Findings - Consultant will comply, and all its contractors (or subrecipients) will comply, with the nondiscrimination requirements of the Omnibus Crime Control and Safe Streets Act of 1968, as amended, 42 USC 3789 (d), or Victims of Crime Act (as appropriate); Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Consultant makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Consultant will forward a copy of the findings to the City which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. g. Consultant will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 1 1246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 1 1 375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. h. Consultant will comply, and all its contractors (or subrecipients) will comply, with all requirements ofthe Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. i. Consultant will comply, and all its contractors (or subrecipients) will comply, with all requirements ofthe Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. j. Consultant will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327- 330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. k. Consultant will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 1 1 738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. 1. Consultant will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 1 1 , 1988, as amended at 60 FR 19639, 1 9645, Apr. 19, 1995), as applicable. M. Consultant, and all of its contractors (or subrecipients), shall retain all required records for three years after grantees or subgrantees make final payments and all other pending matters are closed. 18. MISCELLANEOUS PROVISIONS U. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth 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. first above written. in the body of this Agreement. PAUL IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year ATTEST: MARIA HUIZAR Clerk of the Council Interim AS TO FORM: CITY OF SANTA ANA W, M. WAL ERS City Manager OFFICE OF THE CITY ATTORNEY WESTBOUND COMMUNICATIONS, INC. SA JUDD ICK MILTENBERGER Assistant City A ney Senior Vicc President EXHIBIT A ReadyOC FY1 O Budget: Q4 20'1 ? STATEMENT OF WORK General Information: The following Statement of Work (SOW) defines the principle activities and responsibilities of all parties for public outreach services to support the ReadyOC (hereinafter ROC) Emergency Preparedness Campaign. This scope of work shall stand as an agreement between the City of Santa Ana (hereinafter Santa Ana) and Westbound Communications (hereinafter WBC). WBC will supply the following services: o ROC Web Site Management o Site content updating o Social media content updating o Site optimization o Site maintenance o ROC Advertising and Promotional Communications o Paid radio advertising o Social media outreach o Broadcast news promotions o Media/corporate promotions o Publicity services o Marketing Support for ROC Program o Multimedia production and outreach o Faith-based and citizen outreach o Project Administration Services No deviation of this SOW will be allowed without written consent from the Santa Ana Project Manager. Nevertheless, Santa Ana recognizes that projects of this magnitude will likely encounter various unforeseeable events that may cause tasks to overlap or change, and such change will be permissible with the approval of Santa Ana Project Manager. This SOW is contingent upon both WBC and Santa Ana fulfilling their respective responsibilities as defined in the Agreement and within this document. Contents The following are included with this SOW: Task Descriptions Project Change Order • Project Schedule • Milestone Payment Schedule General Project Management Responsibilities Project management occurs throughout the project and is involved in every task. The overall project management activities are listed here for reference. Westbound Responsibilities: a. Maintain project communications with Santa Ana's Project Manager. b. Manage the efforts of the WBC staff and coordinate WBC activities with the Santa An Project Manager. c. Conduct on site status meetings with Santa Ana's Project Manager on a monthly basis or when reasonably required at the discretion of Santa Ana to discuss project status. C1. Provide timely responses, within ten (10) business days, to issues raised by Santa Ana's Project Manager. e. Prepare and submit, no later than the fifth business day of each month, a status report that includes: the accomplishments of the previous month, activities planned for the current month and any update to the project schedule. f. Prepare and submit project Change Proposals to Santa Ana's Project Manager as necessary. g. Prepare and submit Task Completion Letter(s) to Santa Ana's Project Manager as necessary. C. The Project Manager must ensure that their personnel have ample time, resources, and Santa Ana Responsibilities: a. Maintain project communications with the WBC Project Manager. b. Manage the efforts of ROC involved staff and coordinate ROC activities with the WBC Project Manager. expertise to carry out their respective tasks and responsibilities. d. The Project Manager or his designee will participate in the status meeting with the WBC Project Manager on a monthly basis or as may otherwise be reasonably required to discuss project status. e. Provide timely responses, within ten (10) business days, to issues raised by the WBC Project Manager. f. Liaison with all Santa Ana-provided third-party vendors and associated systems. g. Ensure acceptable Change Orders are approved by authorized signature(s). h. Ensure acceptable Task Completion Letter(s) are approved by the Project Manager or his designee. i. Ensure timely payment of invoices. j. Ensure WBC access to server and network equipment and work areas on a 24x7 basis, with pre-authorization for off-hours. k. Provide workspace for WBC personnel as reasonably requested. SOW Format: Each task includes the following: Title, Objective, Task Description, Responsibilities and Completion Criteria. The tasks are depicted on the project schedule. All parties recognize that the SOW is not formatted chronologically with contractual obligations defaulting to Project Schedule unless otherwise noted. Task 1: ROC Phase 4 Initiation 8? Marketing Road Man Objective: Establish formal road map marketing plan and project schedules while continuing efforts to maintain and bridge ongoing activities from Phase 3 (under the FY09 Budget). Task Description: Develop, refine, review and approve plan for all Phase 4 initiatives, including the marketing plan and project schedule. This also includes bridging activities from Phase 3 to maintain campaign momentum, integrity and continuity. Activities include: a. Phase 4 Launch Meetings -conduct meetings with Santa Ana Project Manager and ROC Steering Committee to outline strategies and recommendations for Phase 4 and to get approval to proceed with Phase 4 Road Map. b. Phase 4 Marketing Road Map -develop comprehensive marketing communications and promotions plan detailing strategies, objectives, tasks, schedules and metrics for all ROC and Promise to Prepare (P2P) activities during the contracted period. This includes delivery of a 50-60 slide PowerPoint deck plan that details all strategic goals and programming. c. Project Schedule -develop and complete a comprehensive project schedule that details timing for all activities. d. Project Management & Control Procedures -review and update, as needed, all control and administrative procedures (change orders, approval processes, etc.) and documents. Responsibilities: WBC shall: a. Develop the initiative and seek plan approval from the ROC Steering Committee b. Execute the promotion in accordance with the approved plan Santa Ana shall: a. Approve plan and promotion elements Completion Criteria: This task is considered complete upon the completion of the deliverables. Planned completion will be in the fourth quarter (Q4) of 201 1 . Task 2: Promise to Prer?are (P2P) Promotion Push Objective: Extend and maintain momentum of P2P program and push. The emphasis will be on strong public outreach presence and marketplace exposure in the fourth quarter of 2011, extending into early 2012. Included will be a refinement and subtle but vital shift in the P2P messaging platform from a goal of securing "100,000" promises to "1 in 20 OCers" having taking a step to get prepared. Task Description: The promotion includes the ongoing public pronouncement that ROC will to achieve promises to prepare from OC residents, businesses and community members. Task 2-A: ROC smartphone App Platform Expansion 8? Promotion Objective: Continue to refine the ROC smartphone application (now available on iTunes) and platform, including expanding the format to Droid and other applicable smartphone systems. In addition, create and execute a promotional program to generate app exposure, downloads and use, as well as drive public endorsements/feedback that will assist in developing future features and improvements. Task Description: The program includes the following activities: a. iPhone App Enhancements -work to enhance existing application, including features updates, technical platform refinements, etc. b. Platform Extension -pursue development of Droid and other platforms that extend app availability for a broader range of smartphones. c. App Promotion Plan & Program -develop and implement plan to promote the availability of the app and to drive downloads. The program will include a mix of publicity, advertising, video, website, social media and other offline and online marketing elements. Responsibilities: WBC shall: a. Develop the initiative and seek plan and program approval from the ROC Steering Committee b. Execute the promotion in accordance with the approved plan Santa Ana shall: a. Approve plan and promotion elements Completion Criteria: This task is considered complete upon the completion of the deliverables. Planned completion and implementation will be completed in Q4 2011 . Task 2-B: Clear Channel 4th Quarter Promotion (English 8? Spanish) Objective: Develop and implement an expanded month-long radio promotional campaign leveraging the success of the Fall 201 1 initiative. The program will include on-air spots, public service show interviews, scheduled on-air DJ chatter, on-air remote promotions, online promotions/adlets, etc., with specific emphasis on the Promise to Prepare campaign and message. Task Description: The use of popular radio stations and their on-air personalities will effectively reach Orange County residents of varying backgrounds. By working with a radio syndicate such as Clear Channel (particularly the KITS FM, KOST 103.7 and KSBR 98.7 stations), ReadyOC messages will be aired on multiple stations to reach mainstream as well as more specific segments of the population. On-air and online promotions will be developed and implemented to attract and promote emergency preparedness. Importantly, this effort will expand on previously successful promotions through Clear Channel through a broader reach that will include at least one Spanish language station with a high level of Orange County listenership. Activities will include: a. Plan Development & Review -working with Clear Channel, a plan will be developed and implemented for a promotional period to take place within 04 2011 . The plan will consist of both on-air and online outreach components. b. Coordination of Advertising and Online Promotions -work directly with radio partner on the management of the promotional period, developing copy for advertising spots, public service announcements, completing air checks, securing data from the online components, and reporting results to the Steering Committee. c. Summary Report of Online Outreach -analyze data of registered "click-throughs" from the radio websites to ReadyOC and monitoring the number of promises to prepare that come as a result of the radio promotion. A final report will be prepared and delivered to the Steering Committee. Responsibilities: WBC shall: a. Develop the promotion and seek plan approval from the ROC Steering Committee b. Execute the promotion in accordance with the approved plan Santa Ana shall: a. Approve the plan and promotional elements Completion Criteria: This task is considered complete upon the completion of the promotional period. Completion is planned for the end of Q4 201 1 . Task 2-C: "The Gift of Preparedness" Promotion Objective: Create and execute aholiday-time emergency preparedness promotion centered around giving "The Gift of Preparedness" (this program could potentially extend beyond the holiday season). Orange County residents, schools, businesses and more will be encouraged to give the gift of preparedness to themselves and others during the holiday as a way to make good on stated commitments to Promise to Prepare. The program will feature ROC/P2P messaging and kit items (ex. premium emergency kit) that will be promoted/distributed through seasonal activities (ex. holiday event auctions), community events, the website, the ReadyOC app and more. Task Description: Handle all aspects of programming, materials development and distribution. Broadly, elements are envisioned to include the following: a. Holiday Promotion Plan - develop a formalized plan that defines objectives, strategies and tactics for the program. b. Holiday Event Auctions -identify, select and pursue holiday-time events that feature live and/or silent auctions where ROC will place "higher end" emergency preparedness items (ex. premium survival kit) for auction. c. Major Retail Holiday Events -identify and pursue a select number of large scale holiday events at major regional shopping centers (ex. South Coast Plaza, The Shops at Mission, etc.) to promote ROC and giving the gift of preparedness. This can include distributing branded ROC items (such as aself-charging flashlight) as "stocking stuffers" or other holiday gift. d. ROC Branded Self-Charging Flashlight -acquire and distribute up to 5,000 self- charging flashlights for distribution at holiday events and community events, with an initial emphasis tied into giving the gift of preparedness. Responsibilities: WBC Shall: a. Develop the promotion and seek plan approval from the ROC Steering Committee b. Execute the promotion in accordance with the approved plan Santa Ana shall: a. Approve the plan and promotional elements Completion Criteria: This task is considered complete upon the completion of the promotional period. Completion is planned for the end of 04 2011 . Task 2-D: Promise to Prepare Publicity Outreach Objective: Develop and implement 2-3 formalized story pitches that drive earned editorial coverage in targeted media. Task Description: The emphasis of this effort will be to develop and implement a plan to secure major editorial stories within regional print, broadcast and/or online media. Sample media outlets might include the Orange County Register, Good Day LA, KTLA Morning News, La Opinion, Telemundo, OC Metro, and others. Activities include creating, pitching and securing 2-3 stories to print and broadcast press that reach OC readers, listeners and/or viewers Completion Criteria: This task is considered complete upon the completion of the outreach period. Completion coincides with the end of 04 201 1 . Task 3: `See Something. Sav Something' Marketing Road Map & Materials Objective: Develop ReadyOC-based marketing plan and materials for Orange County based on the Department of Homeland Security's priority national public awareness campaign, "If You See Something, Say Something." The program will be designed to raise public awareness of indicators of terrorism and violent crime in the region, and to emphasize the importance of reporting suspicious activity to the area's proper authorities. Task Description: Develop and secure approval of the plan for all See/Say activities, including the marketing plan and project schedule. Activities include: a. See/Say Planning Meetings -conduct meetings with Santa Ana Project Manager and ROC Steering Committee to outline strategies and recommendations for the ROC See/Say initiative. b. See/Say Marketing Road Map -develop comprehensive marketing communications and promotions plan detailing strategies, objectives, tasks, schedules and metrics for all See/Say activities, ensuring synergy and alignment with broader ROC initiatives and messaging. Actual program implementation will be under separate contract. c. See/Say Materials -develop and complete collateral such as a fact sheet, flyer, display advertising design and other appropriate materials to be ready for distribution under separate contract. Responsibilities: WBC shall: a. Develop the initiative and seek plan approval from the ROC Steering Committee Santa Ana shall: b. Approve plan and collateral materials Completion Criteria: This task is considered complete upon the completion of the proposal. Completion is planned midway through Q4 2011 . Task 4: Website 8? Social Media Platform Refresh Objective: Review, recommend and pursue platform updates for the readyoc.org website and social media platforms to expand and extend technical capabilities for improved user experience and functionality. This includes recommendations and options for a website design/content organization refresh. Also included will be developing and implementing ongoing website and social media content, maintenance and management activities. Task Description: Handle all aspects of the website and social media content updates, site optimization, site maintenance and site management needs. Activities include: a. Website Refresh -conduct and implement a full website fresh to be implemented in calendar year 2012 that encompasses design, content and technical platform enhancements and updates/refinements to: accommodate increasing site traffic levels; support further interactivity and functionality; and extend capabilities to meaningfully connect with hundreds of thousands of OCers. b. Website Content Updates, Management & Maintenance -develop and implement 24/7 website content, maintenance and management activities and support during Q4 2011 . This includes handling all aspects of website updates, site optimization, site maintenance, site management and site metrics/reporting needs in accordance with ROC approved processes and protocols. c. Social Media Content Updates, Management & Maintenance -develop and monitor 24/7 social media content as well as manage platforms for ROC Twitter, Facebook, Linkedln and YouTube channels, all in accordance with the approved processes and protocols for each medium. Responsibilities: WBC shall: a. Develop the initiative and seek plan approval from the ROC Steering Committee Santa Ana shall: c. Approve plan and collateral materials Completion Criteria: This task is considered complete upon the completion of the support period. Completion is planned for the end of 04 201 1 . Task 5: Corporate Advisory Council (CAC) Q4 Support 8. 2012 Plan Objective: Continue managing current CAC group with emphasis on enhancing participation benefits, retaining current active members for 2012, and expanding successes in leveraging CAC resources, connections and contributions to the overall ROC initiative from 04 2011 into Q1 2012. Task Description: Continue momentum to expand the success of the council to help provide opportunities, extensions, and ongoing support for ROC. Activities include: a. CAC Designated Ambassador -continue to leverage and refine the designated CAC ambassadors to facilitate and deepen relationship efforts. b. One-on-One Outreach Tour -continue successful new strategy to outreach to CAC members in ahigh-touch, one-to-one manner to generate customized opportunities for promotional investment and support of the ROC campaign. c. CAC Recognition Program -formalize development and implementation of recognition program for CAC members that elevates the prestige for and expands the interest in promoting ROC and emergency preparedness. Responsibilities: WBC shall: a. Develop and implement the program with approval from the ROC Steering Committee Santa Ana shall: d. Approve the program and promotional efforts Completion Criteria: This task is considered complete upon the completion of the tasks. Completion is planned for the end of 04 2011 . Task 6: Faith-Based and Citizen Outreach - Q4 2011 Objective: Continue implementing program to support and/or staff key faith- and citizen-based emergency preparedness events based on the Project Schedule. Task Description: Handle all aspects of road shows, event support, staffing and promotion for two Ready Sunday events and up to two Ready Sunday events and up to four additional community/emergency preparedness events. Responsibilities: WBC shall: a. Develop the promotion and seek approval from the ROC Steering Committee b. Execute the promotion based on the Task Description Santa Ana shall: a. Approve promotion elements Completion Criteria: This task is considered complete upon the completion of the promotional period. Completion is planned for the end of 04 201 1 . Task 7: Media Training 8? Crisis Response Protocol Objective: Complete media training for ROC spokespersons and establish/implement a crisis response protocol that is triggered during an emergent disaster or emergency situation occurring in - or relevant to -Orange County. Task Description: Conduct ahalf-day media training session for 2-4 designated ROC spokespeople to enable them to be available for proactive editorial/media story pitching or to be put forward on behalf of ROC in an emergent disaster/emergency scenario. This includes the development of a formalized Crisis Response Protocol which establishes defined parameters and processes for ROC and its spokespeople for media outreach during crisis situations. The training and protocol will align with the county's Emergency Operations Center (Et--) mandates. Responsibilities: WBC shall: c. Develop the training and protocol, and seek approval from the ROC Steering Committee d. Execute the training and protocol system in accordance with the approved plan Santa Ana shall: b. Approve the training and protocol elements Completion Criteria: This task is considered complete upon the completion of the promotional period. Completion is planned for the end of 04 201 I. n r r O N ?_ d 'a d t V d T N N ?? ,' 0 0 0 0 • ? 1? Ef3 0 0 0 0 ? CO Ef) 0 0 0 0 ? OD EFS 0 0 0 0 0 O N Ef> 0 0 0 0 0 GO 6FS 0 0 0 0 0 L[7 ? Ef? 0 0 0 0 ? M N Ef? 0 0 0 0 0 N Ef> 0 0 0 0 0 00 CfJ 0 0 0 0 0 O ? Efi 0 0 0 0 0 1? ? r d? c ?? O ? L 0 N C ? O ? _ ? N Q 2 o2S °ZS J W ? ? Q D = ? N ? W ? N W Q ? r C'! ? O Z cc w ? C9 O w o ? 0!3 ? O u' c? N Z Z ? E _ o ? a J W a W p o E o Q ? Q U ? N Y ?' cc ? 2 ? d > > ? d a a ti ? O O ? u' Q .- N ? s ? O Q U Z N o -° c a ? ? N Otf W Q N a i ? W ? W ? 0' Q ? C7 Z ? O N ? O a o O J to H < ) W a i c o ?' W U 0 " °? O d t c ? p •v Y O Q Z ?"' O ? L ? ? Q N W W Z Z H ? U ? d ? o1S F" t!1 Q ? N O ? ? N ?" F - ? m ? tW/? ? ?' U ? d N = m ? H O _ ? ? ? ? ? W W ? O Q W ? d d Cn U LL Q o? U ? N N N N • r N ? N N ? M ? L['l CD N J N ? N N ? ? ?• ? N N N N H H H a H H a O F - F - F ?tDil A9Qtf 31 AM If? 49 ADDITIONAL INSURED ENDORSEMENT CIT?? 't,'r' ': ?' `'.? AF?Ia FOR COMMERCIAL GENERAL LIABILITY POLICY CL` ' :; ;_ ;)-1,dC?L Insurance Cum parry The Hartford Insurance t=his endc?rse{nent-mc?di-ties-such-insurance-as is afforded by the provisions of Policy # 72SBAAE3737 relating to the following: !. The City of Santa Ana, 20 Civic Ccntcr Plaza, Santa Ana, California 92701; its ofFiccrs, employees, agents, volunteers and rcprescntativcs arc named as additional insw•eds ("additional insureds") with regard to liability and defense of suits arising from the opcrutions and uses performed by or on behalf of the named insured. 2. With respcct to claims arising out of the opcrutions and uses performed by or on behalf of the Homed insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance curried by or For the benefit of the additional insured ti- ?• ???+ ? 3. Tfi-is-incurtncc-arpp9i-cs?cpar-uted?-t<reaeh-istsured-again-sue-whom-clmim-ice made-or ??.? suit-i?brvtraht-exempt-with-reSpecHe>-the-c?mpatt-y's+-]-i?[?i•tsvf-li:ibilify: T-hrinclusir??rt>f-:uty- - ? _ person or organization :??an-?n3are?s-htrH-rtt3t'ztffz<ct?a ng ? wTiic7S sucT person or orgtinfiz`aC'ion -- ,.?I-;?-?? --tvovl?#rave? . o so me u c -' /,??V` 4. With respcct to the additional instn-cds, this insurance shall not be cancelled, or ?J -txtaicri:'lly reduced_in_c,cLVtraac or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Ccntcr Plaza, San[u Ana, California 92701. (Completion of the following, including countersignature, is rcyuircd to make this endorsement c ffec[i vc. ) Effective November 23,20 ? ,this endorsement form as a part of Policy # 72SBAAE3737 Issued to Westbound Commications,lnc. Named Insured Countersigned by ? ? .I:t Authorized R cscntativc AP>i'xn? t n ?? -t?ci Fc?ii>t ?? Assist' oP lD:.1I '`'?- `"' CERTIFICATE OF LIABILITY INSURANCE DATE (MM/OD/YYYY) 11 /23/11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the po(icy(lea) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and contlitlons of the policy, certain policies may require an endorsement. A statement on this certificate tloes not confer rights to the certificate holder in lieu of such endorsements . PRODUCER 909-435-0230 Sawyer Cook insurance NAMEACT 1200 California St., Ste 260 909-796-7971 PHONE FAX A/ P XL ; lA1c• No): _ _ Redlands, CA 92374 oRE Small Business Unit ,eo SS: ___ C TOM ER ID p: CQ MfVIU-5 - INSVRER a AFFORDING COVERAGE NAIL k INSURED Westbound Communications, Inc. INSURERA: Hartford Insurance Compan _ 22357 Scott Smith ____ 625 Th C INSURER e e ity Dr., Ste 360 Oran e CA 92866 INSURER C g , INSURER D IN9 URER E : ? INSURER F - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BV PAID CLAIMS. ILTR TV PE OFIN$URANCE AO POLICY NVMBER POLICY EFF MM/DD/YYYY P 1 MM1DD/V YYV LIMITS GENERAL LIABIL ITV EACH OCCURRENCE $ 2,000.000 A X COMMERCIAL GENERAL LIABILITY X 72S BAAE3737 05/06/11 05/06/12 PREMISES Ea occurrence $ 300.000 CLAIMS-MADE ? OCCUR MED EXP (Any one parson) $ 10,000 PERSONAL 8 ADV INJURY $ 2,000,000 GENERAL AGGREGATE 5 4.000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 4.000,000 POLICY PRO- LOC $ AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2.000.000 (Ee accident) - ANY AUTO BODILY INJURY (Per pardon) - $ A X ALL OWNED AVTOS 725 BAAE3737 05/06/11 05/06/12 BODILY INJURY (Per accident) $ SCHEDULED AUTOS pROPE RTY DAMAGE $ X HIRED AUTOS (Par eccidenq X NON-OWNED AUTOS $ S _.- _-______.-_ UM 6RELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ _ DEDUCTIBLE 5 _ RETENTION 5 WORKERS COMPENSATION X WG STATU- OTH- AND EMPLOYERS' LIABILITY Y 1 Y / N - A ANY PROPRIETOR/PARTNER/EXECUTIVE ? 72WECLR3783 09/2$/11 09/28/ 12 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A E.L_ DISEASE - EA EMPLOYEE S 1 ,000,00 IL yes, describe antler DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1 ,000,000 ?EBGRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (Attach ACORD 101, AddlUOna1 Rcmarka Schedule, 11 more space Is r¢qulrad) City of Santa Ana is named as additional insured with respects to general liability per attached SSOOD80405. Insurance is Primary and Non Contributory. This certificate cancels and replaces certificate issued on 11/16/11. SANTANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCE LLEO BEFORE City Of Santa Ana THE EXPIRATION GATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza AppRpVED ?S T? ACCORDANCE WITH THE POLICY PROVISIONS. ??\/ Y - AUT ED REPR?? E Santa Ana, CA 92701 ? /???/\?j//??f\/?\/) © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The .?(?Ot14?iT?A?j'o orb registered marks of ACORD (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you area limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under [his provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or {2) "Personal and advertising Injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible fior the conduct of such person is also an insured, but only with respect to liability arising out ofi the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization Is an insured with respect to: a. "Bodily injury" to a co='employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or 6. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 OS BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or [he issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption ofi 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 fior the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of Fhe vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization firom whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Form SS 00 OS 04 OS BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof ofi financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect [o "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under [his Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to [he first Named Insured, [his insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Otherlnsurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as fol I ows: a. Primary Insurance This insurance is primary except when b. below applies. If other Insurance Is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A_ -Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the foss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the toss remains, have agreed in a written contract, whichever comes firs[. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfier Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written if the insured has rights to recover all or contract, written agreement or part ofi any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured- If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under [his Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 OS 04 05