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HomeMy WebLinkAbout5652 6//ig04 C6.° TOURISM PROMOTION SERVICES AGREEMENT Visit Kitsap Peninsula The City of Bremerton ("City") and Visit Kitsap Peninsula("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 Eighteen Thousand dollars ($18,000.00) 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 15th 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 15th 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 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 Bremerton/VKP Page 1 of 4 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. 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, attn: 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. 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. Bremerton/VKP Page 2 of 4 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 Patricia Graf-Hoke • • 345 6t" Street, Suite 600 9481 Silverdale Way NW Bremerton, WA 98337 Silverdale, WA 98383 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. 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. Bremerton/VKP Page 3 of 4 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 - - lViit K Pe insula , A � f By: P. ' Lent By: Patricia Graf-HTF— its: .,or its: Director Date: (4,7— 7 Date: I - i - '} o 1 -3— Approved as to fo : Attest: 1 `L ` ' (0.1 Bremerto' City Atto ey City Clerk Bremerton/VKP Page 4 of 4 EXHIBIT A Scope of Services • Bremerton will have a dedicated page on the VKP website with photos, content, and links to key attractions. • Bremerton tourism related event organizers will have free 24/7 access to self-post their tourism related events, attractions and activities on VKP's Calendar using the VKP's free- self-posting event tool. • The City of Bremerton will be included on the new VKP 2016 Visitor Guide/Bike Map (which was paid for with Lodging tax funds from Kitsap County and funds from Kitsap County Public Works). 35-40,000 copies of the new VKP Visitor Guide/Bike Map will be distributed via Certified Folder on WA State Ferries, throughout visitor centers on the Kitsap & Olympic Peninsulas, at trade shows, events, and in packet to visitor and travel writers. • Bremerton tourism related businesses, attractions and events may be including in the following: the VKP website on various pages; in monthly VKP e-Newsletter distributed to 13,000 subscribers; in the VKP Blog; in VK P social media program (Facebook, Twitter, etc.); and in online promotions on the VKP website. • Some lodging establishments will be eligible to be featured VKP co-op and paid media programs including print and digital advertising, broadcast video opportunities, visitor flyers, public relations and travel articles. • Literature about Bremerton and its tourism partners, museums, galleries, theatres, • attractions, events will be distributed to visitors, event planners,travel writers and others as requested. Bremerton/VKP COMMERCIALGENERAL LIABILITY CG 8810 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL.GENERAL LIABILITY,COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT r • . • . , 2 NON-OWNED WATERCRAFT 2 ) PROPERTY DAMAGE LIABILITY—ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property.Damage) --. 2 MEDICAL PAYMENTS EXTENSION " 3 EXTENSION OF SUPPLEMENTARY PAYMENTS-COVERAGES A AND.B 3 ADDITIONAL INSUREDS—BY CONTRACT,AGREEMENT OR PERMIT " 3 PRIMARY AND NON-CONTRIBUTORY—ADDITIONAL.INSURED EXTENSION. 5 ADDITIONAL INSUREDS—EXTENDED PROTECTION OF YOUR:"LIMITS OF INSURANCE" 6 WHO IS AN,INSURED—INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED— 6 FELLOW EMPLOYEE EXTENSION—MANAGEMENT EMPLOYEES ` NEWLY FORMED'OR ADDITIONALLY ACQUIRED:ENTITIES. 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES • 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED'PROPERTY DAMAGE' 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US— 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU ' .. • . ' • • ©2013'Lilierty Mutual insurance CG 8810 0413 '. 'Includes copyrighted material of Insurance:Services Office, Inc.,with its permission. Page 1 o 8 34558361 157678082 1 Master Certificate 1 Carmen Hendewerk 1 3/7/2017 2:58:10 PM (PDT) 1 Page'2 of 9 V With respect.to":coverage afforded.by this endorsement, the provisions of the policy apply unless modified by the endorsement.1.? • A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I-Coverage A Bodily Injury And Property Damage Liability, exclusion g.Aircraft,Auto Or,Watercraft,does'not apply toe'?aircraft•:provided:,- 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued•by the duly constituted authority of the ' United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property-‘for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other-valid and collectible insurance,whether primary, excess(other than insurance written to apply specifically in excess of Jhis policy), contingent or on anyother basis, that would also apply to the loss covered under this rovision: 3`} P Y). PP Y p . B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I-Coverage A-Bodily Injury And Property Damage Liability, Subparagraph(2)of exclusion g.Aircraft,Auto Or Watercraft is replaced by the following: This exclusion does notaPP Yl 'to. • (2) A watercraft you do not own that is: , • (a) Less'than 52 feet long; and '(b) Not being used to carry"persons•or property fora charge: C. PROPERTY DAMAGE LIABILITY-ELEVATORS '., 1. Under Paragraph 2. Exclusions of Section,l_Coverage A-Bodily..lnjury._And,Property,Damage Liability,Subparagraphs(3),(4)and (6)of exclusion j'. Damage To.Property'do"not apply iif'siich`' • "property damage"results from the use of elevators. For the purpose of this provision, elevators do not • include vehicle''lifts"`Vehicle lifts are lifts oriioists used in automobile service•or repair operations. 2. The following is added.to Section IV.-.Commercial General,Liability,Conditions,.Condition 4:.Other Insurance, Paragraph b. Excess Insurance .: - _ F' The insurance afforded by this provision of this endorsement is excess over any_ property insurance; whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED.TO YOU (Tenant's Property Damage),.. If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section f=Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j.`Damage To Property is replaced by the following: Paragraphs(1),(3)and(4)of this exclusion do not apply to"property,damage",(other,than., damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system)",` to: • (i) Premises rented to you,for a period of 7.,orfewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs.(1), (3)and (4)Of this exclusion do not apply to"property damage"to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III--Limits of Insurance. ©2013 Liberty Mutual Insurance CG.88 10 04 13 Includes copyrighted•material of,Insurance,Services•Office,inc.•,.with its permission. "Page oft ;• 34558361 1 57678082 IMaster Certificate 1 Carmen Hendewerk I 3/,7/2017.2:58:10 PM (PDT) I Page.3 of.9 _„ .,,,:. b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c.through n.do-not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to.you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as• described in Section III-Limits Of insurance. .. 2. Paragraph 6. under Section.11l—Limits•Of Insurance'is replaced by the following: 6. Subject to.Paragraph 5.above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage"to: a. Any one premise: (1) While rented t'o you; or. .• . (2) While rented to you or temporarily occupied'by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic - • protection systems:,or ` , b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU(Tenant's Property Damage)'-Paragraph 9.a:of Definitions is replaced with the following: 9.a. A contract for a lease of premises: However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your;premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: . • . t Under Paragraph 1. Insuring Agreement of Section I—Coverage C—Medical Payments, • Subparagraph (b)of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS—COVERAGESA AND B 1. Under Supplementary Payments—Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to$3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the,use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. , •2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual lossof earnings.up to $500 a day because of time off from work. ' G. ADDITIONAL INSUREDS-BY CONTRACT,AGREEMENT OR PERMIT 1. , .Paragraph 2 under Section II—Who,Is An Insured is amended to include as:an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only.with respect to liability for"bodily`injury'„"property damage"or"personal and advertising.injury" caused in whole or in part by: • a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the :performance of your on going operations for-the additional insured that are the subject of the written contract or written agreement provided that'the"bodily injury" or"property damage',occurs, or the"personal and advertising injury" is committed, subsequent to the signing of such written • contract or written agreement; or ,©2013 Liberty Mutual Insurance CG 88 1004 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 3,of 8 34558361 1 57678082 1 Masten Certificate 1 Carmen Hendewerk 1'3/7/2017 2:58:.10 PM'(PDT) 1 Page 4 of 9 b. c:Premises orfacilities rented You or usedby,you;..or c '. The maintenance, operation or use by you of equipmennted or leased to you by such person or'.organization;'or t`'re " d. . Operations perfo'rm'ed by you or on your`behalf for which"the state or political subdivision has issuedo permit subject to the_following;additional provisions:' •- (1) This insurance does not apply to'"bodily injury","property,"damage", or"personal and advertising`injury"''arising out Of the operations performed•for the state or political subdivision; (2) . This insurance does not apply to"bodily injury"or"property damage" included within the . , "completed operations.hazard , (3) Insurance applies to premises you own, rept,,or,control but only with respect to the following hazards: - : = -a) • ; 7;,Theexistence, 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 deco'ratio'ns and similar exposures; or 1, 1 '' . (bb), A The construction,:erection;•or removal"-of elevators, or'-''= c The ownership, maintenance,'or-use of an elevators covered by this insurance. However: :` l• 1. The insurance afforded to such additional insured only applies to the extent permitted by law;`and, 2. 'If coverage provided to the additional insured-•1s required by,a contract or_agreement, thei•insurance afforded to such additional insured will not be broader than that which you are required by thecontract or agreement to provide for such additional insured. - • • With respect to Paragraph 1.a.above; a"person's•or organization's status as an additional insured under this , .•endorsement ends•when: :" ., •- _ G (1) :` All work;,including amaterials, parts or equipment•furnished in cohnection with such work, - on the project(other than service, maintenance or repairs),to be"performed by or on behalf of the additional insured(s)at the location Of the covered operations has been completed; or • "(2) Thatzportion of"your work"out of which the,injury.or damage arises has been put to its 4 ' ' intended use by'any person'or organization otherthanianotlier contractor or subcontractor engaged in performing operations for a principal as a part of the same project. • :, °. .. With respect to Paragraph 1.b.above, a person's or organization's status.as an additional insuredunder this endorsement ends when their written contract or written agreement with you for'such premises or facilities ends, :With respects to`Paragraph 1 c.'above,this.insuranre does not apply to,any"occurrence"which'takes place after the'equipment rental orlease agreement has expiiired'&you'have'returned such equipment to the lessor. ! / ) ;` -, rovided,by this:endorsement ,°The,insurance p applies,only;if<the written contract„or.written.agreement is signed prior to the,'"bodily injury":or'property,damage” : , We have no duty to defend an additional insured under this endorsement until.we receive written notice of a"suit" by the additional insured as required in Paragraph b.of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV-Commercial General Liability Conditions. ©2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office lnc with its permission- Page 4 of 8 34558361 1 57678082 1 Master Certificate I Carmen Hendewerk I 3/7/2017.2:58:10 PM (PDT) I Page 5 of 9, 2. With respect to the insurance provided,by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A-Bodily Injury And Property Damage Liability: This•insurance does not apply to: • . -:I ' a. .. "Bodily injury"or"property damage arising from the sole negligence of the additional insured. b. "Bodily injury" or"property damage"that occurs prior to you commencing operations at the location where such "bodily injury"or"property damage" occurs. • c.. • "Bodily injury", "property damage"or"personal and advertising injury'arising out of the rendering of, or the failure to render, any;;professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This'exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the"occurrence"which caused the"bodily injury" or"property damage", or the offense which caused the"personal and advertising , injury",,involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services: • d. "Bodily injury"or"property damage"occurring after (1) All work, including materials, parts or equipment furnished in,connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on , behalf of the additional insured(s).at .the., location of,the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its • intended use by any person or organization other than another contractoror subcontractor engaged in'perforniing operations fora principal as a'part of the same project. e..:. . Any person or organization,specifically designated as an additional.insured for ongoing operations by a separate ADDITIONAL INSURED—OWNERS, LESSEES OR:CONTRACTORS • endorsement issued by us and.made apart of this policy.., 3. With respect to the insurance afforded to these additional insureds,,the following is added to Section III— Limits Of Insurance:.. If coverage provided to the.additional•insured.is"required by a contract:or'agreement,the most we will pay on behalf of the additional insured,is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less: 'This endorsement shall not increase the applicable Limits of Insurance shown in•the Declarations. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4:Other Insurance'of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: a'. • • The following is added to Paragraph a: Primary Insurance: ' If an,additional,insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover ©2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 8 34558361 1 57678082 1 Master Certificate 1 Carmen Hendewerk 1 3/7/2017 2:58:10 PM (PDT) '1 Page 6 of 9 . . The.following is:added to:Paragraph b..Excess"Insurance When a written contractor`written agreement, other thana premises•lease, facilities rental contract or agreement; an equipment rental-or lease contract oragreement;or permit issued by a state or political subdivision betweenyou and an additional insured does not require this insurance to tie primary or primary and non=contributory;this"insurance is excess over any other insurance ,for Which the additional insured is designated as a.Named Insured Regardless of the written"agreement between you and ari"additional insured,this insurance is i -excess'over any otherinsurance,whether;primary, excess, contingent or.on any other basis for :-which the additional insured has-been added as an additional insured on other policies. ADDITIONAL INSUREDS-EXTENDED PROTECTION OF YOUR"LIMITS OF INSURANCE" ;, This provision"applies:to any,person;or organization:who qualifiesas an additional insured-under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: . • , : An additionalinsured under this endorsement will as soon'as pracficable: a. `Give wr'itten`notice of an"occurrence"or an offense that may resultin,a claim'or"suit" under this insurance to us; . b. Tender the defense and indemnity of any claim or"suit"to all insurers whomalso have insurance ' ' available to.the'additional insured;''and • .' . Agree to make available"any other insurance which the addition'al insured has for a loss we cover under this Coverage Part. " d. We have no duty-to"defend or indemnify,an additional insured under this endorsement until we receive written_notice of a"suit° by,.the.additional,insured - rti 2 The limits of insuranceapplicable to;the additional insured'are those specified in a written contract or "written agreement dr the iirnits ofinsurance•as•etated in the Declarations'of"this policy and defined in Section III—Limits of Insurance of this'policy,whichever are less. These limits are inclusive of and not - :« "in•addition to the,limits of insurance available,under this policy. J. WHO IS AN INSURED-INCIDENTAL MEDICAL ERRORS/MALPRACTICE WHO IS AN.INSURED:,..FELLOW EMPLOYEE EXTENSION 'MANAGEMENT.EMPLOYEES Paragraph 2.a.(1)of Section II-Who Is An Insured'is replaced with the following- , (1) "Bodily injury"or"personal and advertising injury": ' , . (a) To you, to your partners or members(if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee"while in•the course'of•his or her employment pr performing duties related to"the conduct of your business', or.'to.your other "volunteer workers"while performing duties related tote conduct of your business; (b) To t e spouse,e Paragraph preet, ,rotther,or sister of that co-"employee"or'!yolunteer worker'as a (a) above; - 7 (c). For which there is any,obligation to.share darnages,with_or repay..someone:,elsewho-must,pay damages because of the injury described in Paragraphs(1)(a)or(b)above; or (d) Arising out of his or her-;providingorfailing,to.provide:professional,health care services. However, if you are not in the business of providing professional health care services or providing professional'health carepersonnel to others, or if coverage for providing professional health care • services is not otherwise excluded by separate endorsement, this provision (Paragraph (d))does not apply. ' ' 0'2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,withits permission. Page 6 of 8 34558361 I 57678082'I Master Certificate I Carmen Hendewerk 3/7/2017 2:58:10,PM (PDT) I Page 7,of 9 " -. Paragraphs(a)and (b)above do not apply to"bodily injury"or"personal and advertising injury"caused by an "employee"who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's"job responsibilities assigned by you,,includes the direct supervision of other"employees"of yours. However, none of these"employees-are insureds for"bodily injury" or"personal and advertising injury"arising out of their willful conduct, which is defined as the purposeful or willful intent to cause"bodily injury" or"personal and advertising injury", or caused in whole or in part by their intoxication by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED:OR ADDITIONALLY ACQUIRED ENTITIES-.. .: Paragraph 3.of Section II-Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority'interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to"bodily injury"or,'•'property damage"that occurred before you acquired or formed the organization;and • C. .Coverage B does not apply td"personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. , • • d. 'Records and descriptions of operations must be maintained by the,first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV-Commercial General Liability Conditions,the following is added to Condition 6. Representations: Your failure to disclose all hazards or prior"occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior"occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE,,OFFENSE, CLAIM OR SUIT Under Section IV-Commercial General Liability Conditions,the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an"occurrence", offense, claim or"suit" by an agent, servant or"employee"of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1.of Section II-Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or"suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V-Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease. ©2013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insurance Services'Office, Inc.,with its permission. Page 7 of 8 34558361 I 57678082 I Master Certificate 1 Carmen Hendewerk 1 3/7/2017 2:58:10 PM (PDT) 1 Page 8 of 9 P. EXTENDED PROPERTY DAMAGE - Exclusion a."of•COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is 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"ori"propeity damage" resulting from the use of reasonable force to protect persons or property., , Q. WAIVER OF TRANSFER OF RIGHTS,OF RECOVERY.AGAINST OTHERS TO US,-WHEN REQUIRED IN A 'CONTRACT OR AGREEMENT.WITH YOU,, Under Section IV— Commercial General Liability Conditions, the following is,added to Condition 8. Transfer Of,Rights.Of Recovery,Against Others To Us: . • We waive any right of recovery we may have against a person or organization because of payments we make for injury or damagearising out of your ongoing operations or"your work"done,under.a contract with that person or organization and included in the"products-completed,operations.hazard" provided:. 1. You andthat person or organization have agreed•iri'writing'iti aicontract or agreement that you waive such. rights against that person or organization; and : . ' - . 2. The injury br`darnage occurssubsequent to the execution bf the written contract or written agreement. Ir • • • ©2013 Liberty Mutualrinsurance CG 88.10 04 13 Incudes copyrighted material of Insurance Services Office,Inc.,with its permission. ;Page8 of 8 34558361 157678082 I Master Certificate 1 Carmen Hendewerk 1 3/7/2017 2:58:10 PM (PDT) 1 Page 9 of 9