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HomeMy WebLinkAbout5642 407/g— AGENDA BILL 5F CITY OF BREMERTON CITY COUNCIL SUBJECT: Tourism Promotion Study Session Date: January 25, 2017 Services Agreement with Bremerton COUNCIL MEETING Date: February 1, 2017 Symphony Association in the amount of $25,000.00 Department: City Clerk Presenter: Shannon Corin Phone: (360) 473-5323 SUMMARY: The Lodging Tax Advisory Committee recommended lodging tax funds be granted to applicants in 2016 for 2017 funds. City Council approved recommendations at the Council Meeting held August 3, 2016. The Council adopted the 2017 budget with Ordinance No. 5315 which included in the approved recommendations. Pursuant to BMC 2.76.100, contracts over $25,000.00 require Council approval. ATTACHMENTS: Tourism Promotion Services Agreement FISCAL IMPACTS (Include Budgeted Amount): $25,000.00 is budgeted in the Lodging Tax Fund STUDY SESSION AGENDA: o No Presentation ❑ Full Presentation STUDY SESSION ACTION: o Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Tourism Promotion Services Agreement with Bremerton Symphony Association in the amount of$25,000.00 and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: [Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/07/15 TOURISM PROMOTION SERVICES AGREEMENT Bremerton Symphony Association The City of Bremerton ("City") and Bremerton Symphony Association ("Organization"), referred to collectively as the"Parties,"enter into the following Agreement for Tourism Promotion services: I. Scope: The Organization shall provide tourism promotion services for the City. Tourism promotion shall mean activities and expenditures designed to increase tourism to the City. Tourism promotion activities may include, but are not limited to, advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists to the City. The Organization shall provide to the City a work plan attached hereto as Exhibit A setting forth its goals and objectives for successful tourism promotion. II. Term: This agreement shall commence on January 1,2017 and shall continue in full force and effect until December 31, 2017 unless terminated earlier pursuant to Section IX of this Agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement City shall pay the Organization an amount not to exceed Twenty-Five Thousand dollars ($25,000.00) for Tourism Promotion services. However, funding for this Agreement is subject to the actual Hotel/Motel Tax funds received by the City. If Hotel/Motel Tax receipts are lower than budgeted funding may be decreased. The Organization shall submit monthly billing invoices, by the 15'of the month,detailing how activities and services performed by the Organization during the preceding month have specifically promoted tourism in the City of Bremerton including measurable results. Upon receipt of a conforming billing invoice,the City shall promptly process payment. If a billing invoice does not conform to this Agreement, the City may withhold payment until the invoice is brought into compliance. Such withholding does not relieve the Organization of its obligations under this Agreement. Failure by the Organization to submit all conforming billing invoices by January 15`h after the expiration of this Agreement may result in the forfeiture of remaining unbilled compensation. The Organization shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. IV. Relationship of Parties: The Organization represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. The Organization and its personnel are independent contractors and not employees of the City. The Organization and its personnel have no authority to bind the City or to control the City's employees and other contractors. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents,representatives,or sub-consultants Bremerton/Symphony Page 1 of 4 of the Organization. Organization will be solely and entirely responsible for its acts and for the acts of the Organization's agents, employees, representatives and sub-consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work. As an independent contractor, the Organization is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Organization or its personnel. As an independent contractor. Organization is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business&Occupation, State professional licensing. and City business licensing. If any taxes or fees due the City have been declared delinquent,the City may withhold the delinquent amount,plus any additional charges arising from the delinquency, from any payments due Organization. V. Indemnification: Organization shall defend, indemnify and hold the City, its officers. officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: Prior to and during the performance of the work covered by this Agreement, Organization shall provide the Risk Manager for the City with evidence that it has obtained and maintains in full force and effect during the term of this Agreement comprehensive general liability insurance coverage of at least $500,000.00 per occurrence. In the event Organization organizes. promotes or sponsors an event involving the sale or consumption of food or alcoholic beverages, Organization shall also provide evidence that it has obtained products liability and liquor liability insurance of at least $500,000.00 per occurrence, for each event. The City shall be named as additional insured and it shall be an affirmative obligation upon Organization to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton,yattn: Risk Management, 345 6th Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. Bremerton/Symphony Page 2 of 4 The Organization's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. VII. General Conditions: A. Reports and Information: When requested by the City, Organization shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Organization shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Work Performed at Organization's Risk: Organization shall take all precautions necessary and shall be responsible for the safety of its employees,agents,and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Organization's own risk, and Organization shall be responsible for any loss of or damage to materials,tools,or other articles used or held for use in connection with the work. C. Place of Work: The Organization shall perform the work authorized under this Agreement at its offices in Bremerton, Washington. Any necessary meetings with the City staff shall take place at the City's offices,or at locations mutually agreed upon by the parties. D. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. E. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. F. Modification: This Agreement may only be modified by written instrument signed by both Parties. G. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address Organization Address City Clerk Anna Miller 345 6th Street, Suite 600 532 5th Street, Suite 16 Bremerton, WA 98337 Bremerton, WA 98337 H. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. Bremerton/Symphony Page 3 of 4 I. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. J. Compliance with Laws: Organization shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. K. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. L. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein,each party shall pay all its own costs and attorney's fees. M. Assignment: Any assignment of this agreement by the Organization without the written consent of the City shall be void. VIII. Nondiscrimination: Organization shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, sexual orientation or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the other party, or for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of written notice and diligently completes the correction thereafter. Upon such termination,City will be entitled to reports showing the status of all services Organization is providing to the City as of the effective date of termination. X. Termination of Other Contracts. This Agreement shall supersede all prior Agreements between the parties relating to the use of Hotel/Motel Tax. CITY OF BREMERTON BREM 'TON SYMPHONY ASSO'ATION By: Pa Jr ent By: ITAMIIIIIM its: Ma,r its: Mt'M ie Date: 0-/f..../7 Date: 1 -i -V-1 Approved as to form: I Attest: 3A0MA,44 Bremerton Cit/. ttorne City Clerk Bremerton/Symphony Page 4 of 4 * ; BREMERTON SYMPHONY (360)373-1722•bremertonsymphony.org PO Box 996.645 4th Street#206, Bremerton,WA 98337 Alan Futterman, Music Director•Anna James Miller, Executive Director Scope of Service — Exhibit A • Print and distribute/mail 4,000 season brochures throughout Kitsap, Pierce, King, and Mason Counties. • Advertise on KING FM radio leading up to each season concert. • Advertise in Kitsap Sun arts & entertainment and Kitsap Weekly publications leading up to each season concert. • Advertise in Northwest Sinfonietta (Seattle, Tacoma, Puyallup) and Poulsbo Community Orchestra concert program booklets. • Distribute press releases leading up to each season concert to regional print and electronic media outlets. • E-mail deployments to approx. 2,000 regional households leading up to each season concert. • Social media promotion through Facebook and Twitter leading up to each season concert. Lodging tax grant funds awarded will be used toward paid advertising on KING FM, Kitsap Sun, and Kitsap Weekly publications, as well as toward printing costs associated with 4,000 full-color, 12-page season brochures. a Client#: 125198 BREMSYMP ACO—Ra. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY)1/11/2017 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. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Roxanne Buskirk Propel Insurance PHONE No,Ext):800 499-0933 FAX 866.577.1326 Tacoma Commercial Insurance E-MAIL (A/c ,No): ADDRESS: roxanne.buskirk@propelinsurance.com 1201 Pacific Ave,Suite 1000 INSURER(S)AFFORDING COVERAGE NAIC# Tacoma,WA 98402 INSURER A:Philadelphia Insurance 18058 INSURED INSURER B: Bremerton Symphony Association Inc INSURER C: Bremerton Youth Symphony INSURERD: er4r� PO Box 996 Bremerton,WA 98337 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LTRINSR WVD POLICY NUMBER .(MMIDD/YYYY) (MMIDD/YYYY) LIMITS A GENERAL LIABILITY X PHPK1329703 04/29/2016 04/29/2017 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(EaE rrence) $100,000 _ CLAIMS-MADE X OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE _$2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 O- POLICY JET LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURYPer accident) $ AUTOS AUTOS ( HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ _ AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE _$ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITYTORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? I Y/N 1 N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION City of Bremerton SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 345 6th Street Suite 600 ACCORDANCE WITH THE POLICY PROVISIONS. Bremerton,WA 98337 AUTHORIZEDyyREPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S2549119/M2510212 BAL01 i a PI-AS-010 (04/04) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED: OWNERS AND / OR LESSORS OF PREMISES, LESSORS OF LEASED EQUIPMENT, SPONSORS OR CO- PROMOTERS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This policy is amended to include as an additional Insured any person or organization of the types designated below, but only with respect to liability arising out of your operations: 1. Owners and/or lessors of the premises leased, rented, or loaned to you, subject to the following additional exclusions: a. This insurance applies only to an `occurrence"which takes place while you are a tenant in the premises; b. This insurance does not apply to"bodily injury" or"property damage" resulting from structural alterations, new construction or demolition operations performed by or on behalf of the owner and /or lessor of the premises; c. This insurance does not apply to liability of the owners and /or lessors for"bodily injury" or "property damage" arising out of any design defect or structural maintenance of the premises or loss caused by a premises defect. With respect to any additional insured included under this policy, this insurance does not apply to the sole negligence of such additional insured. 2. Lessor of Leased Equipment, but only with respect to liability for"bodily injury", "property damage"or "personal and advertising injury"caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s)or organization(s)subject to the following additional exclusions: a. This insurance does not apply to any"occurrence"which takes place after the equipment lease expires. 3. Sponsors 4. Co-Promoters Page 1 of 1 PI-MUN-007 (04/08) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MUNICIPALITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED: a. If you are designated in the Declarations as a municipality, you are an insured. Your operating authorities, boards, commissions, districts or any other governmental units are insureds, provided that you operate, control, and fund the authority, board, commission, district or other governmental unit. b. Your elected and appointed officials are also insureds. Elected and appointed officials, including elected and appointed officials of your operating authorities, boards, commissions, districts or other governmental units are insureds but only for acts within the course and scope of their duties for the insured public entity or its operating authorities, boards, commissions, districts or other governmental units. • Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. • PI-AS-009 (04/04) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM 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. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. A. Supplementary Payments—Bail 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 Process/Discrimination; H. Amended Unintentional Failure To Disclose Hazards; I. 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. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-AS-009 (04/04) A. Supplementary Payments In the SUPPLEMENTARY PAYMENTS—COVERAGES A AND B provision: 1. 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 1. 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: a. The last paragraph of SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION III—LIMITS OF INSURANCE, Paragraph 6.; c. SECTION V—DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words"Fire insurance"are changed to"insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems"where it appears in: a. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance. 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $300,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for 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. C. Who is An Insured SECTION II—WHO IS AN INSURED is changed as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read: Coverage under this provision is afforded until the end of the policy period. D. Duties In The Event Of Occurrence, Claim Or Suit 1. In SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2.a., the requirement 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: a. You, if you are an individual; Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-AS-009 (04/04) b. A partner, if you are a partnership; or c. An executive officer or insurance manager, if you are a corporation. 2. In SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2.b., the requirement 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 1. In SECTION V—DEFINITIONS, Items 14. (d), (e), (f)and(g)are changed to read: 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. Missappropriation of advertising ideas or style of doing business; or g. Infringement of copyright, title or slogan. 2. In SECTION I—COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, Subsection 2. Exclusions, Paragraphs b. and c. are changed to read: b. "Personal and advertising injury"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. "Personal and advertising injury"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 In SECTION V—DEFINITIONS, Paragraph 3. 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. G. Personal Injury—Abuse Of Process/Discrimination If Personal and Advertising Injury Liability Coverage (Coverage B.)is not otherwise excluded from this Coverage Part: Page 3of5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-AS-009 (04/04) In SECTION V—DEFINITIONS, the definition of"personal and advertising injury" (Paragraph 14.)is changed by: 1. Revising Item b. of that definition to read: Malicious prosecution or abuse of process; 2. Adding the following: "Personal and advertising injury"also means discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; or b. 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 c. 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 d. 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.2.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: 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 provision for repayment of defense costs in the event of an adverse judgment. The most we will pay for any"employee"who is alleged to be directly involved in a criminal proceeding is$25,000 regardless of the number of"employees,"claims or"suits" brought or persons or organizations making claims or bringing "suits." Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-AS-009 (04/04) K. Extended "Property Damage" SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph 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"property 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: 1. Their financial control of you; or 2. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for 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: 1. Any"occurrence"which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. N. Non-owned Watercraft SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 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 for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. This page has been left blank intentionally.