Loading...
HomeMy WebLinkAboutARROW TAG ENTERTAINMENT, LLC DBA ARROW TAG OC ƒ i> ; c e ;0 X E : a �� sup c :k 0— = / k rek try c \ _ R _co o .� % £ I— E ; C• �� O ■ & 2 • - j 4 o 0 •m O 2 ss .. E E 4 \ •: \ E 4 E / •,,,.: 2 - _ o @ | b c 0CY ) § 2 c ° 2 • 0 _c / 0 - ? i — / ' c a \ _� / / O — 7 © 0) IL c • / / 7 c 0 u o - &� *--- z � f § - • \ % O = \ / ƒ / / ƒ ° / • k * / / \ \ / D . k • © w 2 — �w / a. • U _ y = "' k Z 0 - ƒ k w 0 _ . 0 2 * / 0 ) .$ G 0 42 w / / f o \ £ V' 0 _> ii g G \ £ 0 \ 9 E 0 U 4 — m � \ 2 ± 7 \ fc \ k E / E ci E ge �\ co) o 0 ° L / _ / 0 \ ± % ` ca— � ye 0t © - / 2 E7 0) \ i 2y. / o = y — % f /" e E k \ £ @ 3 / / / m . , / s o z = 2 2 O + z INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES S `029 !d� CLERK OP COUNCIL DATE: O: FRCS16 2018 (/ ) Silvia Cuevas RECREATION SERVICES AGREEMENT N-2018-049 THIS AGREEMENT is made and entered into this 2nd day of April, 2018 by and between Arrow Tag Entertainment, LLC dba Arrow Tag OC ("Provider") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ('City"), RECITALS A. The City desires to retain a recreation service provider having special skills, resources and knowledge to provide Beginning Archery classes in its recreation class program. B, Provider represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Provider represents that hetshelit is knowledgeable in their field and that any services performed by Provider under this Agreement will be performed in compliance with such standards as may reasonably be expected. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Provider shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION In consideration for the provision of the programs set forth in Exhibit A, City agrees to pay the Provider seventy percent (70%) of all gross revenue received from program participants. Total revenue to Provider shall not exceed $25,000.00 annually. Payment to Provider shall be made monthly within thirty (30) days following completion of the last class taught by Provider the prior month. City shall be responsible for collecting all fees from program participants. Provider shall not collect fees but will refer all interested participants to City for registration information. Provider agrees that City shall retain thirty percent (30%) of all gross revenue received from program participants as an administrative fee. 3. TERM This Agreement shall commence on April 4, 2018 and end on December 31, 2018 unless terminated earlier in accordance with Section 12 below, The term of this Agreement may be extended by a writing executed by the City Manager and the City Attorney, 4. INDEPENDENT CONTRACTOR Provider shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the manner in which Provider performs the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services. Provider shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Provider is not an agent, representative or employee of City and Provider shall have no authority to act on behalf of the City. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Provider shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Provider's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. b. Worker's Compensation Insurance. In accordance with California State law, Provider, if Provider has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Provider agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Provider pursuant to this section: (i) Provider shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (ii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. d. If Provider fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured 2 and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Provider's right to be paid for its time and materials expended prior to notification of termination. Provider waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Provider agrees to and shall indemnify, defend and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Provider or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, to the extent that the injury, damages, just compensation, restitution, judicial or equitable relief is caused by the negligence of the Provider. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. In no case will Provider be required to indemnify or hold harmless the City from injury, damages, just compensation, restitution, judiciaf or equitable relief caused by the negligence of the City. CONFLICT OF INTEREST Provider covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 8. LIVE SCAN BACKGROUND CHECI{ Provider, and any employees, subcontractors or substitutes, in contact with minors under eighteen (IS) years of age shall arrange for and submit to a Live Scan electronic background check for criminal history available through the California Department of Justice as a condition of this Agreement and provide proof of compliance prior to performing services hereunder, 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 With copy to: Santa Ana, CA 92702-1988 Fax (714) 647-6956 Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 571-4211 To Provider: Arrow Tag Entertainment, LLC dba Arrow Tag OC 21230 Twin Oak Yorba Linda, CA 92704 Phone: (714) 272-2777 Email: Thomas ,arrowtagoc.com A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Provider. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Provider or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 11. ASSIGNMENT/SUBSTITUTES a. Assignment. The experience, knowledge, capability and reputation of Provider were a substantial inducement for City to enter into this Agreement. Therefore, Provider may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. b. Substitutes. In the event Provider is not able to teach a class due to illness or some other cause beyond Provider's reasonable control, Provider must procure, at its sole expense, a qualified substitute instructor to teach the class at its regular time and place. Provider shall ensure that substitute instructors are at least twenty-one (21) years of age and comply with the City's insurance and live scan requirements contained herein. Evidence of compliance with City's insurance and live scan requirements shall be provided upon request. Provider must immediately notify the City of the substitute instructor's name, qualifications, address and phone number. If Provider cannot procure a qualified substitute and the City is unable to assist in this regard, then the class shall be canceled and a make-up class must be added to the session. Provider must notify participants as soon as possible of any class cancellation and make-up class. Provider must personally teach at least seventy-five percent (75%) of its offered classes. 12. TERMINATION a. This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Provider shall be entitled to receive, and City shall pay Provider, compensation for all services rendered prior to the effective date of termination. b. Termination or cancellation of classes by the Provider outside of Section 1 Lb. must be given to the City at least thirty (30) days prior to termination/cancellation. Failure to provide adequate cancellation notice to the City may put future contracting of business with the City at risk and will result in the City's retention of ten (10%) percent of the final payment to Provider. 13, RECORDS Provider shall use attendance sheets generated and supplied by the City to record attendance in each class. Provider shall keep these and any other records in connection with the work to be performed under this Agreement and shall permit City, upon request, to review such records for a period of three (3) years from the date of final payment to Provider under this Agreement. 14. NON-DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement, Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION—VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. LICENSES Provider shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. 17. SEVERABILITY In the event that one or more of the phrases, sentences, clauses, paragraphs or sections contained in this Agreement shall be declared invalid or unenforceable by validjudgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which shall be interpreted to cant' out the intent of the parties hereunder. 18. EXHIBITS All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 19. AUTHORITY The person(s) executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. [Signatures page to follow] N-2018-049 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: (i5���K'3�z Q -soma& �Maria D. Huizar ' / Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: GhZ $V, F4 F4 JoluV. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Gerardo Mouet Executive Director of Parks, Recreation and Community Services Agency CITY OF SANTA ANA Raul Godinez II City Manager PROVIDER: KW Name: Thomas Magsaysay Arrow Tag Entertainment, LLC dba Arrow Tag OC Exhibit A SCOPE OF SERVICES A. Provider shall conduct Beginning Archery classes for ages 6yrs-Up. B, Provider shall teach such or similar classes (1) at the times below at facilities to be designated by the City or (2) on a schedule agreed upon by the parties for each class session or term, including the location, specific days and hours when classes will be held, and holidays to be observed, in accordance with City's needs. • Beginning classes will consist of monthly sessions, held 2 days per week, 1 hour per day. C, Provider shall provide all materials, supplies, equipment, records and personnel. Provider shall be responsible for clean-up of the facilities and materials and shall ensure the safety and effectiveness of instruction. CLASS SIZE A. Each class must have a minimum of 10 paid students and no more than 20 students. B. No registration will be accepted after the second meeting of classes. C. If the minimum registration has not been reached by the second class, the class shall be cancelled. Provider will be under no obligation to provide services for the cancelled classes, and the City will have no further obligations to pay Provider compensation for the remaining classes that were cancelled in that session, CLASS FEES A. Each participant shall pay class registration fees as established by City. B. Provider may not waive class participation/registration fees. C. Only registered participants may participate in class. D. Any refunds to participants will be made in accordance with City policy. E. Any materials fee shall be established by mutual agreement of City and Provider and shall be payable directly to Provider. Alaii C RO CERTIFICATE OF LIABILITY INSURANCE DA4/2 e THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pollcles may require an endorsement. A statement on this certificate does not confer rights to the PRODUCER Robert Harris Insurance Agency, Inc. Lic. #0216736 3150 Bristol St., Suite 200 Costa Mesa CA 92626 u.N I�'I Adriana Lopez NAME.. __ PHO IAIC,NNo Ext): (714) 619-4480 _ _ FAX IN T (714)619-4481 E-MAIL ADDRESS: adriana@reharris. com INSURERS) AFFORDING COVERAGE NAIL INSURER A•Philadelphia Indemnity Ins Cc j18058 INSURED nn _p4g INSURER B:Stdte Compensation Ing, Fund 135076 Arrow Tag Entertainment LLC, N�io18 INSURERC: DBA: AIIOw Tag OC INSURER D: ' 3400 W Warner Ave., Suite H INSURER E: Santa Alla CA 92704 INSURER F: COVERAGES CFRTIFICATF KHOWRFR•2018 RFt/14InM All IMPPO. 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 —ADDL.SUBR. POLICY EFF POLICY EXP LTR TYPE OF INSURANCE WHO WVQ POLICY NUMBER MMIDDIYVVY MWDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE § 1,000,000 X� A CLAIMSMADE OCCUR DAMAEMISGE I U RENTED PRES(Ea occurrences_ 100,000 13/11/2018'0/29/20181 -t$ I PHP1785296 MED EXP (Any one person) '.$ 5,000 PERSONAL B ADV INJURY 'I$ 1,000,000 GEVL AGGREGATE LIMIT APPLIES PER',, GENERAL AGGREGATE ,$_ 2,000,000 XPOLICY JECT _ LOU —, PRODUCTS - COMPIOP AGO $ 2,000,000 -$ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Eaaccdent)_ ANY AUTO ! BODILY INJURY (Per person) $ _ . ALL OWNED !. SCHEDULED AUTOS AUTOS (Y INJURY Per acc i $ BOY tlent ) -- -- -. NON -OWNED —HIRED AUTOS —gUT05 _ PROPERTY DAMAGE $ -- _-- -- Perapcitlent) $ UMBRELLA LIAa OCCUR - EACH OCCURRENCE $$ EXCESS LIAB CLAIMS -MADE, �', AGGREGATE $ —, DED !RETENTION$'' § WORKERS COMPENSATION '�. X PER ' 0TH - AND EMPLOYERS' LIABILITY YIN .STATUTE I I ER ANY PROPRIETOWPARTNERIEXECUTIVE I '.NIA E.L. EACH ACCIDENT $ 1,000,000 B OFFICERIMEM HER EXCLUDED? (MandatorylnNH) — 9216909-2017 8/29/2017 8/29/2018 EL DISEASE- EA EMPLOYEE 1,000,000 If yes, describe under DESCRIPTIONOFOPERATIONSbe. ! - -- - E.L. DISEASE -POLICY LIMIT I�$ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Rama rks Schedule, may be attached If more space Is maul red) The City of Santa Ana, officers, employees, agents and representatives are named as additional insured per the attached PIAS009 04/04 pxQ�' e � r 5 The City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DE; THE EXPIRATION DATE THEA ACCORDANCE WITH THE POLICY AUTHORIZED REPRESENTATIVE c3`BE CANCELLED BEFORE WILL BE DELIVERED IN Lauren Atkinson/ALO °S `-""-"�'a^-- '•+avwx..-......s„„-, All riehts reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401) PI -AS -009 (04/04) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we," "us" and "our" refer to the Company providing this insurance. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE The following is a summary of the Limits of Insurance and additional coverage provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. A, Supplementary Payments — Bait bonds increased to $2,500/Loss of earnings increased to $500 each day; B. Tenant's Legal Liability — for Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers — Limit increased to $300,000; C. Broadened Definition of Who Is An Insured; D. Amended Duties In the Event Of Occurrence, Claim Or Suit; E. Broadened definition of Advertising Injury— includes Televised Or Videotaped Publication; F. Amended definition of Bodily Injury to include Mental Anguish; G. Broadened definition of Personal Injury— includes Abuse Of ProcessfDiscrimfnation; H. Amended Unintentional Failure To Disclose Hazards, 1. Amended Liberalization Clause J. Added Employee Indemnification Defense Coverage — We will pay up to $25, 000 in defense costs for an "employee" in a criminal proceeding (subject to established criteria); K. "Property Damage" - Removed exclusion for "Property damage" resulting from the use of reasonable force to protect persons or property; L. Added blanket Additional Insured — Funding Source; M. Added blanket Additional Insured — Managers or Lessors of Premises; N. Non -owned Watercraft — coverage length is increased to 58 ft. f�Le <�e / �aQs ) SCJ Q Page 1 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc.. used with its permission. PI -AS -009 (04104) A. Supplementary Payments In the Supplementary Payments — Coverages A. and B. provision: The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. B. Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: The Limits of Insurance section of the Declarations as the Fire Damage Limit. That limit: a. Is changed subject to all the terms of Limit of Insurance (Section III) to the greater of: (1) $300,000; or (2) The amount shown in the Declarations as the Fire Damage Limit. b. Subject to a. above is the most we will pay to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. 2. The last paragraph of Coverage A. (Section 1) after the Exclusions; 3. Paragraph 6. of Limits of Insurance (Section III); 4. Paragraph b.(1)(b) of the Other Insurance Condition (Section IV); and 5. Paragraph a. of the definition of "insured contract." C. Who Is An Insured Who Is An Insured (Section Ii) is changed as follows: If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period. D. Duties In The Event Of Occurrence, Claim Or Suit The requirement in Condition 2.a. (Conditions, Section IV) that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the "occurrence" or offense is known to: X'A ` (a) You, if you are an individual; �0-�, "n (b) A partner, if you are a partnership; or 4Ye (c) An executive officer or insurance manager, if you are a corporation. �jtir? D�Q Page 2 of 5 ® 4 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc., used with its permission. PI -AS -009 (04104) The requirement in Condition 2.b. that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: (a) You, if you are an individual; (b) A partner, if you are a partnership; or (c) An executive officer or insurance manager, if you are a corporation. E. Advertising Injury —Televised Or Videotaped Publication The definition of "Personal and Advertising Injury" items 14. d., e., f. and g. is changed to read: "Personal and Advertising Injury" means injury arising out of one or more of the following offenses: d. Oral, written, televised or videotaped publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, televised or videotaped publication of material that violates a person's right of privacy; f. Misappropriation of advertising ideas or style of doing business; or g. Infringement of copyright, title or slogan. 2. 2. Exclusions b. and c, of Coverage B., Personal And Advertising Injury Liability, are changed to read: b. (2) Arising out of oral, written, televised or videotaped publication of material, if done by or at the direction of the insured with knowledge of its falsity; c. (3) Arising out of oral, written, televised or videotaped publication of material whose first publication took place before the beginning of the policy period. F. Bodily Injury — Mental Anguish The definition of "bodily injury" is changed to read: "Bodily injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time.�a G. Personal Injury — Abuse Of Process/Discrimination I Ga If Personal and Advertising Injury Liability Coverage (Coverage B.) is not otl Ise exfc' d •�( this Coverage Part: 1. The definition of "Personal and Advertising Injury" is changed by: Q� Page 3 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, inc., used with its permission. PI -AS -009 (04/04) a. Revising Item b. of that definition to read: Malicious prosecution or abuse of process; b. Adding the following: "Personal Injury" also means discrimination based on race, color, religion, sex, age or national origin, except when: (1) Done intentionally by or at the direction of, or with the knowledge or consent of: (a) Any insured; or (b) Any executive officer, director, stockholder, partner or member of the insured; or (2) Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; or (3) Directly or indirectly related to the sale, rental, lease or sub -lease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or (4) Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The insurance afforded by G.1.b. above does not apply to fines or penalties imposed because of discrimination. H. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. I. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. J. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: 3. We will pay on your behalf defense costs incurred by an "employee" in a criminal proceeding. However, you must have a prior written agreement with such "employee" whereby you agree to indemnify the "employee" for such defense costs and the agreement includes a prp�ion for repayment of defense costs in the event of an adverse judgment. p"' "\ The most we will pay for any "employee" who is alleged to be directly invoq' in • Sin�t g proceeding is $25,000 regardless of the number of employees, claimskf3uits" brow �' •�{ persons or organizations making claims or bringing "suits." Page 4 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPAN Includes copyright material of the Insurance Services Office, Inc., used with its permission. PI -AS -009 (44104) K. Extended "Property Damage" SECTION I — COVERAGES, COVERAGE A, 2. Exclusions a. is deleted and replaced by the following: a. Expected or Intended Injury "Bodily Injury" or "Property Damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury' or "properly damage" resulting from the use of reasonable force to protect persons or property. L. Additional Insured — Funding Source Under SECTION II —WHO IS AN INSURED the following is added: Any person or organization with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. M. Additional Insured — Managers or Lessors of Premises Under SECTION II —WHO IS AN INSURED the following is added: Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased to you subject to the following additional exclusions: This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises. b. Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. N. Non -owned Watercraft SECTION I — COVERAGES, 2. Exclusions, paragraph g. (2) is amended to read as follows: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge This provision applies to any person, who with your consent, either uses or is responsible e u of a watercraft �\ �yP�. h� This insurance is excess over any other valid and collectible insurance avai3ablF�t e itps'rad , L�C, whether primary, excess or contingent.Q'�' Page 5 of 5�� PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc., used with its permission. ADDITIONAL INSURED ENDORSEMENT Insurance Company: Philadelphia Indemnity Insurance Co. This endorsement modifies such insurance as in afforded by the provisions of policy # PHPK1785296 The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701., officers, employees, agents and representatives are named as additional insured with regard to liability and defense of suits arising from the operations and uses performed by on behalf of the: named insured. 2. With respect to claims arising out of the operations and rues performed by on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insured, 3. This insurance applies separately to each insured against whom claim is made or suit is brought except respect to tine company's limits of liability. The inclusion of anv person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. =l. With respect to the additional insured, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty -30 dans written notice has given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92707.. (Completion of the following, including countersignature, is required to make this endorsement effective). Effective 3/11/2018 this endorsement form as part of Policy # PHPK1785296 Issued to Arrow Tag Entertainment LLC Name Insur Countersigned by