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HomeMy WebLinkAbout6077 TOURISM PROMOTION SERVICES AGREEMENT _ROXY BREMERTON The City of Bremerton ("City") and Roxy Bremerton ("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. The event(s) promoted by Organization must occur within the agreement Term, unless otherwise agreed to in writing by the City. II. Term: This agreement shall commence on January 1, 2020 and shall continue in full force and effect until December 31, 2020 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 Ten-Thousand and One-hundred Eighty Dollars ($10,180.00) 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. A. Payment will be released when the following has been fulfilled: I. The Organization shall submit monthly billing invoices, by the 15th of the month following the end of the quarter in which services were performed, 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. II. The Organization will provide proof of insurance, agree to the use of Automated Clearing House (ACH) Direct Deposit, a signed W-9, and current City Business license. B. 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. Sample of a conforming invoices and support is provided in Exhibit B. I. 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 10th, 2021 after the expiration of this Agreement may result in the forfeiture of remaining unbilled compensation. C. 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. Bremerton/Roxy Bremerton Page 1 of 5 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 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 100, 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/Roxy Bremerton Page 2 of 5 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 per Exhibit B. 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. Contracts Administrator Organization Address City of Bremerton Roxy Bremerton 345 6th Street, Suite 100 423 Pacific Ave STE 402 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/Roxy Bremerton Page 3 of 5 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: Organisation 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. I 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 OW I RTO N Av-e-'" v )(1't By: siGvi:egIV eeler By: �--- its: Mayor its: -e c-r Date: �)i' 1202D Date: ccct-yk. a) Approved as to form: Attest: •40" <Puf Bremerton City Attorney City Clerk 0. 14.50 vc_< Bremerton/Roxy Bremerton Page 4 of 5 EXHIBIT A Scope of Services Design and production of segments of videos/podcasts including a flagship video for the Historic Roxy Theatre. With the objectives to increase tourism to Bremerton, increase overnight stays and increase tourism during shoulder seasons. Will include `About the Roxy' video and Calendar of Events videos spotlighting the history, evolution and rebirth of the Roxy and spotlighting the most popular events for the month. Videos will be released each month and boosted/promoted on our social media platforms, email newsletters and archived on website. All of the videos will contain a unique call to action (ie click to reserve your seat) and Markers of success will be tied directly to each call to action. • Develop Roxy website advertising banners to integrate with hotels and restaurants and focus on Search Engine Optimization advertising, furthering our collaborative relationship with local and regional lodging establishments • Pursue initiation of a West Sound/Bremerton Film Festival in conjunction with the Port Orchard Film Festival • Explore developing a Seattle information kiosk to direct tourists to the Roxy and Quincy Square in Bremerton. • Continue solicitation of regional and local talent, musicians, speakers, performers, comedians to perform and present at HRT • Development of a HRT Membership (donor levels)program for donors, contributors and supporters. • Continue our Social media campaign encompassing HRT Facebook Page and HRT Instagram page and continue the collaborative use of miscellaneous other community-based pages. • Continue our monthly Classic Film Showings/Block Parties (which is a collaboration among multiple Quincy Square/4th Street businesses) and continue the use of our contemporary 'art photo booth' within the HRT in the original phone room to be used for marketing purposes. • Design and production of promotion, marketing pieces to advertise film showings, concerts, live shows, community presentations. direct ongoing communication and collaboration with See Film Cinema and Admiral Theatre staff and Board Members to create a collaborative, reciprocal promotional and booking environment. • Continued participation in events, festivals and activities in the downtown and greater Bremerton area community. Active engagement in the Bremerton Chamber/Downtown Bremerton Association, as well as key corporations/businesses, apartment/condominium associations and neighborhood groups/coalitions. • Continue communication and collaboration with Josh Farley and Michael Moore of the Kitsap Sun, with Kitsap Peninsula Visitor& Convention Bureau and with Kitsap Newspaper Groups. • Extensive community outreach to local philanthropic organizations such as Kiwanis, Rotary, Lions Club, etc.to further awareness of the availability of the Theatre to the public and distribute promotional materials. Bremerton/Roxy Bremerton Page 5of5 EXHIBIT B CITY OF BREMERTON LODGING TAX FUND REIMBURSEMENT REQUEST FORM • � - Date ct BREMERTON Contract No. Total Award Amount Organization Name Mailing address Contact Name: Phone: email: Date of Service Event/Program Title Please list your expenses below,attach copies of matching receipts. If more space is needed please use page 2 of this form. Total Request: 0.00 Tourism Funding Recipient Name(printed): Tourism Funding Recipient Signature: Date: `1 certify under penalty of perjury,the information contained in this request for reimbursement is true and correct:I am authorized to certify and submit this request;and I am requesting reimbursement of money I actually spend for the project or event as described in the application and contract with the City of Bremerton. Please return form along with copies of supporting invoices and receipts to: City of Bremerton Contracts Administrator 346 6th Street,Ste 100 Bremerton,WA 98337-1873 Form B.3 2019 Page 1 } CITY OF BREMERTON tI LODING TAX FUND REIMBURSEMENT REQUEST FORM Date rirr DF BREMERTON Contract No. Organization Name Please list your expenses below, attach copies of matching receipts. Form B.3 2019 Page 2 EXHIBIT B CITY OF BREMERTON LODGING TAX WORKSHEET CITY OF BREMERTON' The City of Bremerton is required by RCW 67.28.1816 to report the use of lodging tax funds each year. Your organization received lodging tax funds for 2019. Please complete this form and return to the City no later than March 1, 2020. If you have any questions or concerns please contact Melinda Monroe, Contracts Administrator at (360)473-5306 or by email at Melinda.monroe@ci.bremerton.wa.us. Organization: Date: Completed By: Email: Telephone: ACTIVITY Activity Name Type Date ❑ Event/Festival Start ❑ Facility Total Cost of Activity ❑ Marketing End ATTENDEE ESTIMATES Projected Actual Methodology Notes/Explanation Overall Attendance Select Drop-Down Its Attendees who traveled 50 miles or more to attend: Total Select Drop-Down Its Of Total, attendees who traveled from another state Select Drop down !ter or country Attendees who stayed overnight: Paid accommodations Select Drop-Down Its Unpaid accommodations Select Drop-Down Its Paid Lodging nights Select Drop-Down Its PLEASE RETURN COMPLETED WORKSHEET BY MARCH 1, 2020 Please return to Melinda Monroe at melinda.monroe@ci.bremerton.wa.us or fax(360)473-5306. ACOREI CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) ‘ilim....'"-- 2/25/2019 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 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 Trines Maher NAME: Kuresman Insurance (PHONE .Ext): (360)692-6131 (NC,No): (360)692-616? 9321 Bayshore Dr. NW E-MAIL trinam@kuresmanins.com ADDRESS: STE 111 INSURER(S)AFFORDING COVERAGE NAIC 9 Silverdale WA 98383-8350 INSURER A:OHIO SECURITY 24082 l r�^�3.yam` L��)[ ROXY BREMERTON, DBA: THE ROXY BREMERTON FOUNDATION INSURER C: ö�� lI V v ` i J PO BOX 1218 INSURER D INSURER E: - BREMERTON WA 98 337 INSURER F: COVERAGES CERTIFICATE NUMBER:CL1922507916 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 ADDL SUBR POUCY EFF POUCY EXP LTCt JSSD WVD POUCY NUMBER IMM/DDIYYYY),(MM/DO/YYYYI UMITS X COMMERCIAL GENERAL LABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED A CLAIMS-MADE X OCCUR PREMISE$ (Ea occurrence) $ J//1,000,000 X Y BKS59589049 2/25/2019 2/ 5/2020 MED EXP(Any one person) $ �, 15,000 PERSONAL BADVINJURY $ V 1,000,000 — GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY n PRO- JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 X OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BK959589049 2/25/2019 2/25/2020 BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X AUTOS (Per accident) $ X HIRED AUTOS _— UMBRELLA UAB �_ OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER X OTH- AND EMPLOYERS'UABIUTY Y 1 N STATUTE ER , ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? n N I A A (Mandatory In NH) BKS59589049 2/25/2019 2/25/2020 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Add lona!Remarks Schedule,may be attached H more space Is required) CERTIFICATE HOLDER IS LISTED AS ADDITIONA INSURED FOR GENERAL LIABILITY BY WRITTEN AGREEMENT PER CG8810. V /s' INSURANCE IS PRIMARY ANON CONTRIBUTORY WITH A WAIVER be/SUBROGATION FOR GENERAL LIABILITY BY WRITTEN AGREEMENT PER CG8810. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF BREMERTON // THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ATTN RISK MANAGER ACCORDANCE WITH THE POLICY PROVISIONS. 345 6TH STREET S41, LOD V BREMERTON, WA 98337 AUTHORIZED REPRESENTATIVE Mark Maberry/MWM ?i'4 7y=we---.. I 01988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) w COMMERCIAL GENERAL LIABILITY CG 88 10 10 09 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 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 11‘UREDS—BY CONTRACT,AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY-ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS- EXTENDED PROTECTION OF YOUR"LIMITS OF INSURANCE" 5 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 6 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 7 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US- 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU ©2010 Liberty Mutual Insurance Company. All rights reserved. CG 88 10 10 09 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 7 • With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section 1—Coverage A-Bodily Injury And Property Damage Liability, exclusion g.Aircraft,Auto Or Watercraft does not apply to an 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 this policy), contingent or on any other basis,that would also apply to the loss covered under this provision. 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 not apply 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 for a charge. C. PROPERTY DAMAGE LIABILITY—ELEVATORS 1. Under Paragraph 2. Exclusions of Section I -Coverage A—Bodily Injury And Property Damage Liability, Subparagraphs(3), (4) and (6)of exclusion j. Damage To Property do not apply if such"property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists 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: 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 I -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 or fewer 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. ©2010 Liberty Mutual Insurance Company. All rights reserved. CG 88 10 10 09 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 7 • 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 Ill—Limits Of Insurance. 2. Paragraph 6. under Section III—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 to 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: 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—COVERAGES A 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 loss of earnings up to$500 a day because of time off from work. G. V 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 ©2010 Liberty Mutual Insurance Company. All rights reserved. CG 88 10 10 09 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 7 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization;or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a 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, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection,or removal of advertising signs, awnings, canopies,cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings,sidewalk vaults, street banners, or decorations and similar exposures;or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (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 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 insured under 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 insurance does not apply to any"occurrence"which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement 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. 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: 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: ©2010 Liberty Mutual Insurance Company. All rights reserved. CG 88 1010 09 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 7 • • • (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. 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 contractor or subcontractor engaged in performing operations for a 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 a part of this policy. H. Nit 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. b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease,facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be 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 an additional insured, this insurance is excess over any other insurance 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 qualifies as 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 additional insured under this endorsement will as soon as practicable: a. Give written notice of an"occurrence"or an offense that may result in a claim or"suit" under this insurance to us; b Tender the defense and indemnity of any claim or"suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. ©2010 Liberty Mutual Insurance Company. AU rights reserved. CG 88 10 10 09 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 7 • 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. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated 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 or performing duties related to the conduct of your business, or to your other"volunteer workers"while performing duties related to the conduct of your business; (b) To the spouse,child, parent, brother or sister of that co-"employee"or"volunteer worker"as a consequence of Paragraph (1)(a)above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a)or(b)above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing professional health care personnel 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. 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 to"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. ©2010 Liberty Mutual Insurance Company. All rights reserved. CG 88 10 10 09 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 7 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. 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"or"property damage" resulting from the use of reasonable force to protect persons or property. Q. vj 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 damage arising 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 and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agreement. ©2010 Liberty Mutual Insurance Company. All rights reserved. CG 88 10 10 09 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 7