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HomeMy WebLinkAboutACTIVE NETWORK (2) -2016wry ur oulllu r Ilu Q9 Clerk of the Council AGREEMENT TERMI.vATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The The agreement with l^i^ No. N-2n(e -7 11 was completed on (List all amendments. Use space below if needed.) Revised: 01-07-16 --..._---------..-.-...- .__-----.. COTC Office Use Only lux FEB -6 pM .'6 CLER;,r 'oF COUNCIL and final payment has been made. Department: MESA Phone/Ext.: Signature: Date:2� iq IgSuHANCE ON UNTIL DATE. I I (q0\ t '7 AMENDMENT (No. 2) TO THE AGREEMENT A-2016-371 This Amendment No. 2 (this "Amendment") is made effective as of 1 eQ>l V1ti-" 2�� (the "Amendment Effective Date") by and between City of Santa Ana ("Client") and Active Network, LLC (successor in Interest to The Active Network, Inc.) ("Active") and amends that certain Products and Services Agreement, dated as of June 9, 2015 as amendment by Amendment #1 dated November 30, 2015 (together the "Agreement") entered into by the Parties. Client and Active are also individually referenced herein as a "Party' and collectively as the "Parties." Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. NOW THEREFORE in consideration of the mutual covenants, recitals and promises contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party, the Parties hereto hereby agree as follows: 1. Changes to the Agreement. Section 6.1 Termination of the Agreement is deleted in its entirety and replaced with the following: 6.1 Termination. This Agreementwill terminate on November 30, 2017, unless terminated: (a) at the option of either party if the other party materially defaults In the performance or observance of any of its obligations hereunder and fails to remedy the default within thirty (30) days after receiving written notice thereof; or (b) without limiting (a), at the option of Active if Client breaches its payment obligations, provided that the right of termination will be in addition to all other rights and remedies available to the parties for breach or default by the other, or (c) as allowed in Section 23. 2. Full Force and Effect. Except as expressly modified herein, the Agreement remains in full force and effect. All references in the Agreement to "this Agreement," "hereto," "hereof," "hereunder" or words of like import referring to the Agreement shall mean the Agreement as amended by this Amendment. In the event any of the terms and conditions of the Agreement conflict with the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail only as to the subject matter expressly stated herein. 3. Counterparts, This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document, binding against each of the Parties. To the maximum extent permitted by law or by any applicable governmental authority, this Amendment may be transmitted by facsimile, electronic mail (including pdf) or other transmission method with the same validity as if it were an Ink -signed document and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Amendment Effective Date. Active Network, LLC by its authorized signatory Name: Allar14 Title: l - Date: City of Santa Ana by Its authorize " cry By: Name: David Cavazos. Title: City Manager Date: Approved rrass�,to Form: Attest: Recommen(/jd��ed for Ap �L/K M f c� � tAiO n M. Funk Mere D. Huizar �- Gerardo Mouet Assistant City Attorney Clerk of the Cot ndl Executive Director, PRCSA Revised 0 311 0/2 01 4 VE,,;" 6 E Y network Contact Info: 717 N. Harwood Street Dallas, TX 75201 United States Phone: 469.291-0300 Option 4 • Fax: 469-533.3940 Questions? Email us at 6cibm68rairactive corn Bill To: CITY OF SANTA ANA Attn: Accounts Payable PO BOX 1988 M-23 SANTA ANA, CA 92702 United States Invoice CITY OF SANTA ANA Cost 9 Invoice # Invoice Date Customer PO # 3610 4100153643 31 -AUG -16 Ship To: CITY OF SANTA ANA Attn: PO BOX 1988 M-23 SANTA ANA, CA 92702 United Stales Please Pay this Amount: Notes: Yearly Installment 1 of 1 Due Date Transaction Type Curr 29-NOV-16 INV -INC COM SOL USD UOM Sales Person Sales Order # - Order Type Quote # Ext Amount Terms 6,685.25 Maint Renewal SC4100003774-6-R29-AUG-16 Year 90 NET 4,254.25 13:27:19 -R29 -AUG -16 13:27:19 Ln Item # Description Delivery Method Ordered Invoiced Class - Maintenance & Support Renewal - 1 70719MR Registration (includes Flex Reg) - per 1.00 1.00 workstation: 1210112016 — 11130/2017: Class - Maintenance & Support Renewal - 2 70721MR Reservations (includes QuickRez) - per 1.00 1.00 workstation: 12/01/2016 --11/3012017: 3 70636MR Class - Maintenance&SupportRenewai - Crystal Reports: 12/0112016 --11/30/2017: 1.00 1.00 Class - Maintenance & Support Renewal - 4 70667MR Brochure -link (Desktop Publishing Integration) - per server: 12101/2016 — 1.00 9.00 11/3012017: Class - Maintenance & Support Renewal - 5 707081vIR Multilingual - Front Desk- per workstation: 1.00 1.00 12/01/2016 -- 11130/2017: Please Pay this Amount: Notes: Yearly Installment 1 of 1 Due Date Transaction Type Curr 29-NOV-16 INV -INC COM SOL USD UOM Unit Price Ext Amount Year 6,685.25 6,685.25 Year 4,254.25 4,254.25 Year 182.33 162.33 Year 678.70 678.70 Year 165.36 165.36 Sub -total: 11,965.91 Tax Total: 0,00 Invoice Total: 11,965.91 Balance Due: 11,965.91 Please Remit Check Payment to our Lockbox: TO PAY BY CREDIT CARD OR ACH, OR TO SET UP RECURRING PAYMENT, PLEASE CONTACT US AT Act'veARlrsacl've ro . PLEASE BE SURE TO INCLUDE ACTIVE'S INVOICE NUMBER ON YOUR REMITTANCE ACOR®' CERTIFICATE OF LIABILITY INSURANCE DATE(MMIODNM) �'' 9/1/2016 6/1/2016 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 policyfies) must he endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers, LLCT•CT CA License#OF15767 Two Embarcadero Center, Suite 1700 San PranDIBDD OA 94111 POafawroonlyyy LIICC XP P N �Fnn. Not;; a No Ext): E MAIES$: v A E NAI (415) 5684010 INSURER A: Valley Forge Insurance Company 20508 6016940273 INSURED Active Network, LLC 1394474 717 North Harwood SC, Suite 2500 Dallas TX 7520135289 INSURER B: National Fire Insurance Co of Ilartford 20478 INSURER C : The Continental Insurance Company INsUI D : National Union Fire Ins Cc Pitts. PA 19445 _ �•'t n rV {... —.CI 1'�IJOi INSURE Columbia Casual Col an 31127 OR RF: COVERAGES 1084882 CERTIFICATE NUMBER: 12901237 REVISION NUMBER' XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR Im TYPE OF INSURANCE IDD SUBPOLICY NUMBER POLICY EFF POafawroonlyyy LIICC XP OMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR Ir N 6016940273 6/1/2016 6/1(2017 EACHOCCURRENCE1,000,000 PREMG ES Ea oN�o ren • I OQO OQO MED EXP ifty 0 amen 15 000 Most Cmror Liab. Included PERSONAL A ADV INJURY $ 1,000,000 CENT AGGREGATE LIMIT APPLIES PER: POLICY❑ JECT ❑ LOC GENERA -AGGREGATE $2000OOO PRODUCTS-COMP/OP AGO s 2,000,000 $ OTHER _ A AUTOMOBILE LIABILITY N N 6016940239 6/1/2016 6/1/2017 1,000,000N OaBI�IED INGLELIMIT $ 1000000 X ANY AUTO ANY AUTOS NEO SUTESULED AANON--OWNED BODILY INJURY (Per Psrson) $ xxxxxxx pODiLY INJURY (Per accident $ XXXXXXX HIRED AUTOS AUTOS ROPERTV DAMAGE en $ XXXXXXX $500 X Coll $500 $ 7CXX7CX3CX B X UMBRELLALIAB X OCCUR N N 6016940287 6/112016 6/1/2017 EACH OCCURRENCE $ 25,000,000 EXCE35 LIAR CLAIMS -MADE AGGREGATE S 2S OQO,OOO DED RETENTION$ $ XXXXXXX C WOREERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYCER(M"ETOREXCLUDE EXECUTIVE ❑ ANYOFFPROIMEMBER ARTNERAE N (Mantlatory In NH) fESCRIPTI NOFO DESCRIPTION OF OPERgt10NS below NIA N 60169402$6 6/112616 6/1/2017 p7 . X STATUTE ElEACHACCIDENT $ 1,000,000 E.L e1SEASE- EA EMPLOYEE Is I000000 e.L. DISEASE - POLICY LIMY 1000000 D E D Cruse Tech E&O/Cyber Liability Claims Made N N 01-368-t2-18 59657/163 01-261-3048 6/1/2016 4/30/2015 4/30/2015 9/1/2016 9/1/2016 9/1/2016 55,000,000 Limit $10,000,000 Limit DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, may be attached If more space is required) 1Vp� City of Santa Ana Parks, Recreation and Community Services Agency, its officers, agents and employees are included as Additional Insured t ek'fe t provided by the policy language or endorsement issued or approved by the insurance carrier, Insurance provided to Additional Insured(s) j,X•L$ and non-contributory as per the attachedcudmsculows or policy language. G�e`v���' .,io . lad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12901237 City of Santa Ana Attn: Silvia Cuevas Parks, Recreation and Community Services Agency 26 Civic Center Plaza Santa Ana CA 92701 The ACORD name and logo are registered marks of ACORD 000 CNA74872XX (1-15) CNA Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Bodily Injury — Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability —Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury—Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage — Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation— Blanket 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a. higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A, through K. below, e6101 Any coverage granted by this endorsement shall apply only to the extent permissible by law. \P✓� 0� s - \���P\C\. Attachment Code: D509349 A, Certificate ID : 12901237 \a \ X6 b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than requited by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. S. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organisation from whom a Named Insured teases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving .rine to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom it Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, neer construction or demolition opemdons performed by, on behalf of, or for suchadditional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner of lessor's foal estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverer ranted b this paragraph does nota 1 to structural alterations, new construction or demolition coverage S Y apply �Q operations performed by, on behalf of, or for such additional insured. e' Attachment Code: D509349 Certificate ID : 12901237�\J\C� 0 H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injuryarising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or e. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed fox the state or governmental agency or subdivision or political subdivision; or b, Bodily injury or property damage included within the products -completed operations hazard. With respcnC to dsiS pro'vision's regtvrement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit, that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by, a. the Named Insured's acts or omissions; of b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. T. Vendor Any person or organization but only with respect to such person or orgarvzation's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organizations business, provided that: 1. The coverage granted by this paragraph does not apply to: 6p�`° a. bodily injury or property damage for which such person or organization is obligated to p 9 reason of the assumption of liability in a contract or agreement unless such liability exists in the . seuce o£ contract or agreement; Attachment Code : 13509349 Certificate IA : 12901237 ��� b. any express warranty unauthorized by the Named Insured; e, any physical or chemical change,, in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instntctions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organizationhas agreed to make or normally undertakes to make hi 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 such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization 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: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured 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 Paragraph J. sloes not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b, to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or onussions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2, for bodily injury or property damage included within the products -completed operations hazard ed�� except to the extent all of time following apply: �eI\e*41 a. this Coverage Part provides such coverage;Se{1v'a.5 Attachment Code: D509349S\ INea P`P d0\� Certificate ID : 12901237 � J,; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and e. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance; provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or roan employee designated by any of theabove to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not he prejudiced if the Named Insured tails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. S. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3, in its entirety and replace it with the toflo Attachmeut Code: D509349 Certificate ID : 12901.237 ,`'`a ��a�ov 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES J PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company, or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that fust occurred prior to die date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insuredshould choose, to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity of status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct o£the Named Insured's business. 7. EXPECTED OR INTENDED INJURY -- EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the followiq, „ This insurance does not apply to: (� F-�t 1ve���1�� Attachment Code: D509349 Certificate ID : 12901237 Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi hi rvm action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were iu per o mum against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A— Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and Lb.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services arc incidental to the Named Insured's primary business purpose, and only if (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence willbe deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A— Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liabilityand replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii, add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud Attachment Code: D509349 Certificate ID : 12901237 any actual or alleged violation of law with respect to Medicare, Medicaid, Trieste or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a, professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded of received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity its such but solely to the extent they are duly licensed as required: a, physician; b. Nurse; c, Nurse practitioner; d. Emergency medical techrv.cian; e. paramedic; E Dentist; g. physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. u. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: Attachment Code : D509349 Certificate ID ; 12901237 • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(I) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such. Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, anti thq&"ual and advertising injury arising out of such offense, first occurred after such termination date; e�j\P Attachment Code : D509349 Certificate ID : 12901237 5 ue.�� C��1 b. the bodily injury or property damage Brat occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY— DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured 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 LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last purageaph and replace it with the following: Exclusions c. through n, do not apply to damage by bre to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate ILnit of insurance applies to this coverage as described is the LIMITS OF INSURANCE Section. G. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You limit) and replace it with the following: 6. Subject to Paragraph 5. above, (die Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a, any one promises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a different Damage to Premises Rented to You Limit is shown in the Declaradous. D. The Other Insurance Condition is amended to delete Patagraph b.(1)(a)(ii), and replace it with the Following: (ii) That is property insurance for premises rented to a Named Insured, for prenuscs temporarily occupied by the Named Insured with the pemissiou of the owner; or for personal property of others in the Named Insured's cafe, custody or control; E. This Provision'I1. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7 the following: Attachment Code: D509349 Certificate ID : 12901237 �Ps (the Medical Expense Linilt;3^'a•Cplace it tyith� 7. Subject to Paragraph 5. above (the Each Occurrence L rout), the Rledical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@@; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following. (b) The expenses are incurred and reported to the Insurer witivn three years of the date of the accident; and 'Ibis Paragraph B. does not apply to medical expenses incurred in the state of Vlissouri. 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A—Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with t:he following.. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: Discrimination or hunuliation that results in injury to the feelings or reputation of a natural person.. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to:� Attachment Code: D509349 \d w1'N Certificate ID : 12901237 J��C Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited Iiabibty company) of the Named Insured. 2, add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, Past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of 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. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or i attachment of an additional insuredendorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability- for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose o liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred E $ f a / party other than an Insured are deemed to be damages because of personal and advertising injur��e Hca �v Attachment Code: D509349 Certificate ID : 12901237�r�Q.l (a) liability to such parry for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding inwhich covered damages are alleged. B. Solely for the purpose of die coverage provided by this paragraph, DEFINITIONS is amended to delete the de6rution of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or writtenagreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort hability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS - COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The fust unnumbered paragraph beneath Paragraph 21(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amendedby this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY- LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B -Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Pail, 17. PROPERTY DAMAGE - ELEVATORS A. Under COVERAGES, Coverage A - Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs; (3), (4) and (G) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE - ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurnnce is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS - COVERAGES A AND B is amended as follows: A. Paragraph Lb. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a a �xt'. $5,000. Unit; and 7 B, Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it uRrn Attachment Code: D509349 Certificate ID : 12901237 $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A—Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss, A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or dacmge arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. - However, this waiver applies only when die Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1, is in effect or becomes effective during the term of this Coverage Part; and 2, was executedprior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. �e6 Attachment Code: D5093449 Certificate Ill : 12901237 r CERTIFICATE OF LIABILITY INSURANCE 121112017 DATE(MMIDDIYYYY) 6f 6/l/2017 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. ADDL fN D IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does' not confer rights to the certificate holder in lieu of such endorsement(s). POLICY NUMBER PRODUCER LOCkton Insurance Brokers, LLC CA License #OF15767A1C Three Elmbarcadero Center, Suite 600 San Francisco CA 94111 (415)568-4000 NAME: LIMITS FAX No, Ext): A1C, Nos : COMMERCIAL GENERAL LIABILITY CLAdMS-MADE191 OCCUR EMAIL ADDRESS: N INSURER /AFFORDIN C VERAGE NAIL# INSURER A : National Fire Insurance Co of I laill'ord 20478 INSURED Active Network LLC "s 2 1394474 17 North TX 5201 Harwood St., Suite 2500 M1 1 Dabs INSURER B The Continental Insurance Company 'n 35289 INSURER C : Lloyd's of London 38253 Company wSUR R D : Columbia Casuals Com an ! 31127 INSURER E:- Illinois National Insurance Company 23817 INSURER IncludedGENT lrranvcr's r100rlcrrrA'171=KIHAA01= v REVISION NUMBER: 7tJ4�'S.'S1iAA r947G:J .kjotoo ......_- 'I+UVCV THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. S TYPE OF INSURANCE ADDL fN D SLIBR WVD POLICY NUMBER POLICY EFF MMIDD/ POLICY EXP IMMIDDlYYYY LIMITS A COMMERCIAL GENERAL LIABILITY CLAdMS-MADE191 OCCUR Y N 6016940273 6/1/2017 9/1/2013 EACH OCCURRENCE 1,000,000 PREMISES RENTED occurrence)1,0'00,000 MED EXP An one erson 15,0'0'0 I lost I i a©r Liab PERSONAL & ADV INJURY $' 1,000,000 IncludedGENT GENERAL AGGREGATE S 2,000,000 AGGREGATE LIMIT APPLIES PER" PRODUCTS - COMPIOP AGG $ 2,000,000 POLICY O PRO -ECT D, LOC $ OTHER A AUTOMOBILE LIABILITY N N 601604'0230 6/1/2017 9/l/2013 EaaaB�doDtSINGLELIMIT $ 11000,000 BODILY INJURY (Per person) $ .r'�X'X i�X X X X ANY AUTO AUTOS ONLY AUTHEDULED OS HIRED D NON -OWNED AUTOS ONLY AUTOS ONLY X Collip $500 X Coll $500 INJURY(Per accident $]]{,5�.. XX �ROPEERdTYDAMAGE $ X`S x i $ xxxxxXX H X UMBRELLA LIAB X OCCUR N 1'sl 6016940287 6/l/2017 9/112013 EACH OCCURRENCE $, 25,000,000' AGGREGATE $ 25,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ xxxx.�ix B COMPENSATION AND EMPLOY AN PROPRI ®ERS' LIABILITY YIN ANY PROPRIETORlPARTNERdE>tECUT'IVE ER EXCLUDE E ® (Mandatory in NH) N (A N 60169'4'0256 ACS) 601 6940`42 CA, y S )1 6./1/2017 61'1/2017 9/1/201$ 91112013 sTATDTE CER Xyy 000 E.L. EACH ACCIDENT $ 1,000,000 n nn�l1 E.L. DISEASE. EA EMPLOYEE 1,000 000 E . DISEASE - POLICY LIMIT 1,000,000 If yea. describe under DESCRIPTION OF OPERATIONS below C 1) L, Crime PrimaryTechE&O/C0er XS'reuh Ec°�O/Cy�bcr N N SPRDR1700925 crime 7)65711631;&C7 02-330-25-49 6111201 7 12/112.016 1211/2,016 9/112013 1211/2017 1211/2017 55,000,000 Limit $5,000_,000 $5,000,000 J" DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule„ may be attached if more space is required � City of Santa Arra, its officers, agents and employees are. included as additional insured as respects General Liability as required t it en contract or agreement. Coverage is primary and non-contributory. See attacbed separation of insured's clause - form 480-02-2000, a y.J YYY :��,~y •iM1 �V UERTIFIGAT E h1U'LUEK L MlvvcLLn rvr+ uW r .- & ,,,,. i. SHOULD ANY OF THE ABOVE DESCRIBEDw-OLICIES BE CANCELLED BEFORE THE EXPIRA'TION'S DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12901238 AUTHORIZED REPRESENTATIVE City of Santa Ana, its officers agents and employees Attention: Silvia Cuevas 26 Civic Center Plaza Santa Ana CA 92701 Arman ?r ran1rtnAt @19 8-2015 ACOR CORPORATI . All rights reserved The ACORD name and logo are registered marks of ACORD CNA74872XX (1-15) CNA Technology General Liability Extension Endorsement CN A 74872X]K_01 2015 Policy=: 6016940273 Effective: 6/1/2017 It is understood and agreed that this endorsernentamends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Bodily Injury — Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. joint Ventures/Partncrship /Limited Liability Companies 11. Legal Liability — Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury — Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage — Patterns, Molds and Dies 20, Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation — Blanket 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as ,in Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and . 7 e� (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which suce Aitl�pi d seeks coverage. 9 b. However, subject ahvays to the terms and condition,,, of this policy, including the lin-fits of insurance, the Insurer X -,U 1101 provide such additional insured with: (1) a higher limit of insurance than required by such contract oragreement;or Attachitient Code : D509349 Certificate ID : 12901238 (2) coverage broader than required b1' such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. 1ny coverage granted by this endorsement shall apply only to the extent permissible by lava. A. Controlling Interest Any person or organization with a controlling interest in a planned Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: I.. such person or organizations financial control of a framed Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owvner of such prermses C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only wvith respect to such person or organisation's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or: personal and advertising injury* caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from wliorn a Named Insured leases land but onlywith respect to liability for bodily injury, property damage or personal and advertising injury arising out of the owvnership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations perfonnned by, on behalf of, or for such additional insured. F. Lessor of Premises _fin owner or lessor of premises leased to the Narned Insured, or such owner or lessor's restate manag'" „f * l with respect to liahili�, for bodily injury, property damage or personal and advertising injury arisia ownership, maintenance or use of such part of the premises leased to the Named Insured, and pr a occurrence giving rise to such bodily injury or property damage, or the offense giving rise rI and advertising injury, takes place prior to the termination of such lease. The coverage gran} till, ph does not: apply to structural alterations,, new construction or demolition operations performed by, on behalf or for such additional insured. G. Mortgagee, Assignee or, Receiver Attachment Cade : D509349 Certificate ID : 129111238 A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions -- Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertishig signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c, the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property dainagc or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested wider a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the perform, f the N d Insured's ongoing operations at the trade show event premises during the trade sh ` nt. S 2. The coverage granted by this paragraph does not apply to bodily injury or property damage includ iia' within the products -completed operations hazard. G1 J. Vendor C! I. Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: Attachment Code: D509349 Certificate ID : 12901238 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract oragreement; b. any express Warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; 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 any inspections, adjustments, tests or servicing that such person or organization 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 such person or organization's premises in connection -,vith the sale of a product; g. products wbich, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization 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: (1) the exceptions contained in Subparagraph,,, d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed Nvith the Named Insured to make or normally undertakes to make in the usual course of business, in connection,,nth the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, frorn Nvhom the Named Insured has -w ingredient, part or container, entering into, accorripam" containing such acquired such products, nor to ai 7ing or cont, products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as ,in additional insured by endorsement to this Coverage Part-, b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included %vithin the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work 1�1 Any person or organization who is not an additional insured Luider Paragraphs A. through 1. above. Sud insured is an Insured solely for bodily injury, property damage or personal and advertising inj r additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as ,in additional insured on another endorsement to this Coverage Part; Attachment Code : D509349 Certificate ID : 12901238 nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and e. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBU'T`ORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance, For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding any[hiug to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sicluxess or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice o %ccurrenee, of se or claim only when the occurrence, offense or claim is known to a natural person Na sired, to a a r, executive officer, manager or inernber of a Named Insured, or to an employee design' by at3y of th Jto give such notice. ad �1PVd�° B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named f a ed fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered Crider this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is Attachment Code: D509349 Certificate ID : 12901238 aware that this insurance may apply to such occurrence, offense or claim S. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 501/o of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encurnber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance docs not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under th ' "pwin names or under such other trading names or doing -business -as names (dba) as any Named Insuredshould m to employ ploy. e� 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be e. policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, a; F9 seamagesor claims arising solely out of their capacity or status as such and, in the case of a spouse, where S clalln, from marital community property, jointly held property or property transferred from sucl chiral persoi insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. Attaclun.ent Code : D509349 Certificate ID : 12901238 7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability„ the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it,,vith the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN ITEM ACTIONS A quasi in roan action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, Evill be treated in the same manner asthough the action were in perao a)n against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the. Insuring Agreement is amended to replace Paragraphs Lb.(7) and Lb.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary, business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence -Nvvill be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and. B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily* injury arising from a health care incident is covered by other liability, insurance available to the Insured (or which would have been available but for exhaustion of its hmtts). � 1 r � ii. delete the exclusion entitled Contractual 'Liability and replace it with the following This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability underany oral or written contract or agreemer limited to express -,warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination air), actual or alleged discrimirnation, humiliation or harassment, that; includes but shall not: be limited to claims based on an individual's race, creed, color, age, gender, national origin, religions disability*, marital status or sexual orientation. Attachment Code: D509349 Certificate Ili : 12901238 Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement .Any health care incident for which coverage is excluded by esidorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; e. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist, h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does slot include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to Attachment Code: D509349 Certificate 1:1) : 12901238 Constitute a single occurrence; iii. amend the definition of Insured to: a. add the folio,, ring; the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employcc ..while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Narned Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and. (2) bodily injury to an employee while in the course of the employee's employment: by the. Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2,a,(1) of WHO IS AN INSURED. c. add the following. Insured does not include any physician acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the fallowing: Other Insurance b. Excess Insurance (1) To the extent this isnsurance applies, it is excess over any other insurance, self insurance or ris s�",�Qi transfer instrument, whether primary, excess, contingent or on any other basis, except for ins99ce 1 " purchased specifically by the Named Insured to he excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITE.D LIABILITY COMPANIES WHO IS AN INSURED is amended to dente its last paragraph and replace it with the following: No person or organization is an Insured -,with respect to: the conduct of any current or past partnership or joint venture that is not shcnvn as a Named Insured in the Declarations; nor * the conduct of a current or past limited liability; company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured Nvas a joint venturer, partner, or member of such a limited liability company, and such point venture, partnership or kited liability company terminated prior to or during the policy period, then such Attachment Code: D509349 Certificate ID : 1.2901238 Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company' but only to the extent that: a. any offense gj-,,iilg rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date-, b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY – DAMAGE TO PREMISES A. tinder COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the follo-'ving: Paragraph,,, (1), (3) and (4) of this exclusion do not apply to property damage (other than damage 1)), fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured 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 LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A– Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it With the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured fora period of 7 or fewer consecutive days. A -i separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the DarnageTo premises Rented To You Limit) and replace it with the following: 6. Suhject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Prernises Rented To You Limit is the most the Insurer xill pay under COVERAGE A for damages because of property damage to: a. any one premises rented to a Named Insured or temporarily occupied by Named Ins with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or few consecutive da3,s, The Damage To Premises Rented To You Limit is $500,000. unless a different Dannage,,twe.4'r e '- ) Rented to You Limit is sho-,vn in the Declarations." e ?\- D. The. Other Insurance Condition is amended to delete Paragraph b,(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured vith the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This provision 11. does, not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. Attachment Code :17509549 Certificate ID : 12901238 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following! 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Lin -.Lit is the greater of: (1) $15,000 unless different amount is shown here: 0(1,(a-) ,00,@@@@0(1,@@@@@@; or (2) the amount, shown in the Declarations forlMedical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph La.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and This Paragraph B. does not apply to medical expenses incurred in the state of Missouri. 13, NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, proNrided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of Arnerica or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crc-,v to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14, NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled . Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, aii6i - replace it with the following. �,6 Nell, inis exclusion does not apply to: 00'� (2) a watercraft that is not owned by any Named Insured, pro -.Tided the watercraft is: (a) less than 75 fect long-, and (b) not being used to carry person,,, or property for a charge. rt A 15, PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort; - Discrimination or humiliation that results in injuiv to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Attachment Code : D509349 Ceilificate ID : 12901238 Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it Nvith the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to disc ritrsuiation or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any execrative officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment:, pass: employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of 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. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely From •, Provision 1. ADDITIONAL INSURED of this endorsement; or • attachmem of an additional insured endorsement to this Coverage hart 16. PERSONAL AND ADVERTISING INJURY LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Ina Liability,the ara gra h entitled c��l �r g g Ip g pyQ Exclusions is amended to delete the exclusion entitled Contractual Liability* and replace it with the following:'° This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply) to liability for damages: (1) that the Insured would have in the abscnce of the contract or agreement; or Attachment Code : D509349 Certificate ID : 12901238 (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such 'insured contract. Solely- for the purpose of liability assumed in an insured contract„ reasonable attorney fees and necessary litigation expenses incurred by or fora party= other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract, and (b) such attorney= fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the folloxving: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability= of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following; d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsemeint),. such payments will not be deemed to be damages for personal and advertising i The section entitled SUPPLEMENTARY PAYMENT'S — COVERAGES A AND B is amended as follows: A. Paragraph l.b. is amended to delete the $250 hrnit shown for the cost of bail bonds and replace it with a $5,000. lindt; and B. Paragraph Ld. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A -- Bodily Injury and Property Damage Liability„ the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, bort only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A lin-lit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: A, is included within the General Aggregate 1,itnit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the 'Insured, including any deductible applicable to such insurance; the Other Insurance condition is clianged accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us isamended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injur�T or damage arising out of: 1, the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. however, this waiver applies only when the Named Insured has agreed in -waiting to waive such rights of recovery, in a written contract or written agreement:, and only if such contract or agreement: I y injury, property g p g" j injury giving � ry , 1. is in effect or becomes effective duringthe term of this Coverage Part; and J l 2. was executed prior to the bodrl in"nrdamage or personal and advertising in a nvnn r1s� to the claim. % ' .-1 All other terms and conditions of the Policy remain unchanged., This endorsement, which forms a part of and is for attachment to the Policy, issued by the designate r� effect on the effective date of said. Policy at the hour stated in said Policy, unless another effective gate is shtCtSw, and expires concurrently With said Policy. C'_ A74872XX 012015 Policy: 6016940273 l? ffective: 6/l/201' Attachment Code : D509349 Certificate ID : 12901238