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HomeMy WebLinkAboutORANGE COUNTY MUSEUM OF ARTTry, rA INSURANCE ON FILE WORK MAY PROCEED UNTILINSURAN EEXPIRES CLERK OF COU IL ' TSEP Q 4 20194RTS AND CULTURE ARTIST GRANT PROGRAM AGREEMENT BETWEEN 110 caA�O� LiThis Artist Grant Agreement ("Agreement") is made and entered this 20'h day of August, 2019, by and between the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Orange County Museum of Art ("Grantee") for the purpose of providing grant funding pursuant to the Investing in the Artist Grant Program. City and Grantee may herein individually be referred to as a "Party' and collectively be referred to as the "Parties" to the Agreement. N-2019-161 THE CITY OF SANTA ANA AND ORANGE COUNTY MUSEUM OF ART RECITALS: A. On July 18, 2019, the Arts and Culture Commission reviewed all applicants and recommended that Grantee be awarded an artist grant based on its Application for its artwork ("Project"). A true and correct copy of Grantee's Application is attached hereto as Exhibit A and incorporated herein by reference. B. In undertaking the performance pursuant to this Agreement, Grantee represents that it is skilled and knowledgeable in the arts and culture arena and that the Project created or performed hereunder will be created or performed in compliance with such standards as may reasonably be expected from an artist. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. Term. This Agreement shall be effective upon signature by both Parties and shall expire one year from the date first written above, unless terminated earlier in accordance with this Agreement. 2. Fundin . 2.1. Subject to Grantee's performance of all required actions under this Agreement, City shall provide funding, in two disbursements, as detailed below, of an amount not to exceed Six Thousand Dollars ($6,000.00) ("Grant Amount" or "Grant"). 2.2. Grantee will be paid in two (2) installments. First payment will be one-half of the funding amount provided above or $3,000.00 and will be provided within thirty (30) days of the full execution of the Agreement by the parties along with a complete invoice submitted by Grantee. The second and final payment will include the remaining amount of $3,000.00 and will be issued within thirty (30) days after the Grantee submits to the City all the proper receipts, invoices and final report for the Project. 2.3. Appropriate performance of the Grantee will be determined by City in its sole discretion. City reserves the right to cease funding after the first disbursement detailed above, and to be reimbursed the initial payment, if Grantee's performance is determined to be insufficient or unacceptable in the City's sole discretion. 2.3. City represents that there is no correlation or connection between its selection of institutions or organizations for grant awards and an institution or organization's business relationship or potential business relationship with City. 3. Grant Activities. Grantee agrees: #2661v2 3.1. To perform the activities described in the Grant Application and Timeline submitted to City for consideration dated May 30, 2019, a copy of which is attached as Exhibit A and incorporated into this Agreement as if set out in full. 3.2. To submit all reports (each, a "Report"), which shall include, at a minimum, the items set forth as required by the Application. No personally identifiable information shall be included in any of the Reports, except where specifically requested. The Reports shall be in a format that is reasonably acceptable to City. City may request additional information as City, in its sole discretion, determines is necessary to monitor performance of this Agreement. City shall have the right to use any Reports submitted by Grantee, or any portion thereof, for any reason. 3.3. Grantee shall maintain all pertinent financial and accounting records pertaining to this Agreement in accordance with generally accepted accounting principles and other procedures reasonably specified by City. Upon termination or expiration of this Agreement or request by City, Grantee shall provide, at its expense, copies of all financial and accounting records produced by it arising out of this Agreement. 3.4. Grantee shall allow audits, compliance or special reviews and inspections, including on -site inspection, with or without prior notice, of Grantee's facilities by City or by third parties designated by City, or their authorized representatives. Grantee shall provide its full cooperation for any such audit, review or inspection, including providing timely access, for examination and copying of records (including computerized records) pertinent books, documents, papers, computer programs and records and reasonable access to its personnel. 3.5. Grantee shall ensure that any areas utilized for the Project are maintained and restored to a well -maintained, safe, sanitary, and clean condition, and kept free of any hazardous waste at all times. All equipment associated with the installation of the artwork, trash and debris shall be removed and cleaned up on a daily basis. Grantee shall place a drop cloth or similar barrier on the ground below the artwork while installation is underway, which barrier shall be removed each day upon completion of an installation session. 3.6. The Project may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. Appropriateness of the content of the Project will be determined by City in its sole discretion. 3.7. The Project may not include any breach of intellectual property, trademarks, brands, or images of illegal activity, and the Grantee must be the copyright holder for the Project. 4. Termination. 4.1. City may immediately terminate this Agreement upon one or more of the following: 4.1.1. Grantee's violation of any federal, state or local law or regulation. 4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the Application and Timeline, or any unapproved deviation from said documents that has not been cured within 30 days of written notice of such breach. 4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee agrees to refund to City any or all grant funds awarded under this Agreement. #2661v2 5. Limitation of Liabilit 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for whom Grantee is legally responsible in connection with the execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent to declaration by the Grantee. Grantee's obligations shall survive the termination of this Agreement. 6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. Insurance 7.1 Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property #2661v2 damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. General Provisions. 8.1. Grantee shall acquire prior written permission from City for any use of the City name or logo in association with its Project. 8.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of the Agreement shall continue to be valid and enforceable. #2661v2 8.3. Grantee shall comply with all governmental requirements that may now or in the future become applicable to its activities under this Agreement. 8.4. This Agreement, including Exhibit A, Application, and any amendments or schedules hereto, contain the full understanding and agreement of the Parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both Parties. 8.5. No waiver by either Party or any breach, default, or series of breaches or defaults, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it under this Agreement or to insist upon strict compliance with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either Party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 8.6. Any notice or other communication required or permitted to be made or given by either Party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine; or (iii) when delivered if delivered personally or sent by express courier service. All notices to City shall include a reference to the Project title. All notices will be sent to the other Party at its address as set forth below or at such other address as such Party will have specified in a notice given in accordance with this section: Grantee: or-A06( ✓nT� MUSc��t pFMKT 5" )o'Ju- �. �Ik A V14) CA q )A-0 q City: City of Santa Ana Clerk of the Council (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 FAX (714) 647-6956 8.7. This Agreement is subject to all applicable local, State and Federal laws. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 8.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other #2661v2 employment related activities. Grantee affirms that it is an equal opportunity employer (if applicable) and shall comply with all applicable federal, state and local laws and regulations. 8.9. Any funds provided under this Agreement that are not expended, obligated or otherwise committed by the termination or expiration of this Agreement shall be immediately returned to City. 8.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide license to use, reproduce, display, distribute, and prepare derivative works, in any form or media at the discretion of the City for the Project conceived, performed or created as a result of this Agreement. 8.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 8.12. Neither Party shall assign any rights or obligations under this Agreement. 8.13. Each Party covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 8.14. Each Party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each Party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each Party. 8.15. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 8.16. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. #2661v2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO "HODGE Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency #2661v2 CITY OF SANTA ANA KRfSTINE RIDGE City Manager GRANTEE: Name:SACA j jSE Title: v N �I�CC�p(Ci EXHIBIT A INVESTING IN THE ARTS GRANT PROGRAM APPLICATION #2661v2 OCMAC>:F'AND PERSONNEL Description of Personnel (contracted instructors, lecturer honorarium, Total Compensation Grant Funds artist stipend, etc.) Requested Local Teaching Artist (1 per day x 2 days) $1,100 $1,100 Translator (2 Family Guides, promotional $1,000 $1,000 materials, and survey text) Education, PR and Social Media 2,000 $0 EQUIPMENT, MATERIALS, AND SUPPLIES Item (equipment, materials, supplies) Quantity Unit Cost Total Cost Grant Funds Requested Art Supplies 2 Days $500/each $1,000 $1,000 Family Guide 2Guides $1,000/each $2,000 $2,000 SPECIAL EVENTS Description (permits, fees, facility rental for project, marketing) Total Cost Grant Funds Requested Food vendor $500 $500 Ads and flyers $400 $400 Enter budget categories and projected expenditures for the proposed program. Expenditures Expenditures Funded By Total Program Total Category Funded By Santa Other Sources Budget Organization Ana Grant (Including in- Budget kind) Administrative Staff $8,000 Salaries and Benefits Contractual/Professional $2,100 $2,000 Services/Stipends Equipment, Material, $3,000 Supplies Special Events $500 Production Marketing $400 City of Santa Ana, Community Development Agency 20 Civic Center Plaza, M-25, Santa Ana, CA 92701 (714) 647-5360 ®CMAEN"ANC _ -. %Nw TOTAL 16,000 1 $10,000 PROGRAM REVENUE LIST ALL OTHER PROGRAM RESOURCES "Funding Source" total must equal "Total Program Budget" listed above. FUNDING SOURCE AMOUNT Santa Ana Artist Grant $6,000 In -kind $10,000 TOTAL PROGRAM BUDGET $16,000 City of Santa Ana, Community Development Agency 20 Civic Center Plaza, M-25, Santa Ana, CA 92701 (714) 647-5360 OCMA7X__'AND DATE ACTION OUTCOME September 2019 Recruit and hire local teaching artist Teaching Artist secured September 2019 Write Family Guide #1 Draft of Family Guide Spanish/English versions of Family October 2019 Edit and translate Family Guide #1 Guide Design and translate survey to solicit October 2019 feedback Draft of survey October - Deploy bilingual promotional materials to November 2019 hyperlocal audience Local residents are aware of program Families actively engage with the November 2019 Family Day #1 museum Analyze anecdotal evidence, observations, and survey and make iterative improvements December 2019 for the next Family Day Action plan for next Family Da February 2020 Recruit and hire two local teaching artists Teaching Artists secured February 2020 Write Family Guide #2 Draft of Family Guide Spanish/English versions of Family March 2020 Edit and translate Family Guide #2 Guide Deploy bilingual promotional materials to March -April 2020 hyperlocal audience Local residents are aware of program April 2020 Submit interim report to City of Santa Ana Draft of interim report Families actively engage with the May 2020 Family Day #2 museum Analyze anecdotal evidence, observations, and survey and make iterative improvements April -May 2020 for the next Family Day Action plan for future Family Days August 2020 Submit final report to City of Santa Ana Draft of fmal report City of Santa Ana, Community Development Agency 20 Civic Center Plaza, M-25, Santa Ana, CA 92701 (714) 647-5360 aftTIPICATE OF LIABILITY INSUMN95PIGHar9r2g19 1J0TAFFIRMA� OFINEGATIVELYAMEND EXTEND OR IIEFtDFIN:ORNj lollACONFERLTER HE CTOVERAG AFFORDED BY THE POLICIE—S-U-p-0-N THE —CERTIFICATE HOLDER. Y ANDS =IcgTE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED 2 PRODUCER, AND THE CER7IFlCATE HOLDER. rtlficate holder le an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to um w,nm ana commons of the policy, certain policies may require an endorsement A statement on this Corti Cato does not confer rights to the certificate holder In lieu of such endorsement(s). Manuel Berea, GOUGER A�_aenn f._.._,. mlaadl-B3u itnight Insurance Services 535 North Brand Boulevard Suite 1000 Glendale OIL91203 INSURED E-MAI manuelhBItnightIns.net AD0ae8s: INBU AFFORDING ill 1 INSURER A: Phc - 8hiladelPhia I INSURER 8:IC5 - Inaurenae COME Orange COuntY Museum Of Art INSURER c: 1661 W. Sunflower Ave INSURER D: Santa Ana CA 92704I INSURER F: REVISION NUMBER: COVERAGES UERI11-I1,AIC IYwROM --- THIS IS TO CERTIFY THATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDIS AWHICHTO NTCIIN CERTIFICATE MA E ISS DORMAY PE AIHE INSURANCEAFFRDED BY THE POLICIES DESCRIBED HERES SUTHHE TERMS. EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, II TYPE OF INSURANCE W.D MIDPOLICY NU S E 'A POLII LIMITS A X COMMERCIALOENERALLIABILITY CLAIM6J.IADE M OCCUR X VHYK1735143 al/12/2018 I 11/12/2019 EACH OCCURRENCE S 1,000,000 PUMISESM'ET B�q.!-• S 100F000 MED EXP My are paean S 5,000 PENSOYAL a ADV INJURY t 2,000,000 1ENLAGGREGATE LIMIT APPLIES PER: X POLICY ❑ JEOT L� O IEW GENERAL AGGREGATE S 2,000,000 PRODUCTS -COMWOPAGG $ 2,000,000 Uq..r UgARV $ 1,000,000 A AUTDMOBRALUBBITY X ANYAUTO ALL OWNED 9CHEOJLED AUTOS NONAUTOS AUTOS X HIREDAUiOS Mx X Compvm cm,51MG 2NPK1 T351a3 11/12/2012 11/12/2019 QUM Ea ed i i S 1,000,000 BODILY IN.URY (PIN person) S SWILY Ii'JURY (Per acdden0 S PRCPERTYpAM GE era en S MadYAI .I. $ 5,000 UMBRBLWLIAB EXCESS UAB OCCUR CLAIMS -MADE EACH OCCURRENCE S AGGREGATE S DED I I RETENTION $ B WORNERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETONPARTHEWEECUTIVE OFFICMMEMew EXCLUDED? (Mandatory M NH) If yyees, deaU Inder. DESCRIPTION OFOP'_MTIONS OMaM NIA NVB502494e OS 11/12/2018 11/12/2019 X E.L. EACH ACCIDENT S 1,000,000 E.L. DISEASE -EA EMPLOYEE S 11000,000 E.L. DISEASE -POLICY LIMIT S 1,000,000 DESCMPnON M OPERATIONS I LOCAnONS I VEHICLES (ACOR0101, Addlllonal Ramwkn SCMdule, may M altnched Ir mare apace la required) Certificate holder is completed to read; City of Berta Ana, it-s officers, employees, agents and reprensentives Certificate holder is included as Additional insured where required by written contract. City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 l7LI I SHOULD EXP ATION DATE THEREOF, NOITICE WILL BED POLIBE DELIVERED IN ES BE ED BEFORE 2019 THER ACCORDANCE WITH THE POLICY PROVISIONS. Mashhoud/,IENBURA....A+-Z MIWM� AD IAVTwvq 1 no ACUNU name ana logo are reglstered marks of ACORD INS025 12014011 0 ADDITIONAL INSURED ENDORSEMENT insurance CompanyY` 1 l (��!�doy�rysttmrenq�t,7modifies such insurance as is offered by the proviaiorts of PoNry Nurnber: w f . f L f.F h „{_G.. J retatirad to the fcri owfng: f. The 'City of Santa:( Ana, 20 Civic Center plaza, Santa Ana. California 92741; it Officers. ernpinyees, agents and reprvsentalive are narnEd a$ additional insureds. ("additional insureds) with rogard far liability and defense of suits arising from the operations ;and uses perfOrnted try or on behalf of the named insured. With asaspe d to clairns arisinfy nut of that operations and uses tasrforrned by or on behalf Of they named staswed, such insurance as is afforded by this policy is primary and is nat addidonal to or contrfbuling vAth any other insurganre carried by or for the benefit �f-sf the .additional Insureds. 3. 'Chit: instrranc"e aaCaptIOS srrfaarate.ly to efich insured against whom claim is made nr suit is brought except with respe"Of to tho company's limits of liability, The inclusion of zany leer t,Il xzr organization as am ifist. d -,",allivCi Affect any fight which such person car ra+garlization would have as a claimant if next 5o irtcia:dect. 4. With rew,%:1 the additional Insureds, this insurance shalt not be cancelled, or Materially reduovd in coverage Or litnits excepi after thirty (30) (lays mitten notice has been given to tlac Uty of Santa Ana, Zit Civic Center Plaza, Santa Ana, California 9274t, (Cnrnptnfurnaairfrflraf,S^a>:�u,,,r Stu,��.u;�tar��cwnfrrrsa'�rretrix�ex cr:e�ix;,;rr°WSnra�ttrarhri;,;x:�2.v€+trad7rYt�flee'1',y,raS Effeof vo ��'•: J� 4 _ this endorsoryta"f fart(, part of Policy 4 ���le�_ tssuod to (Nametnsuredl ( /rf U>", 0 f � f o ulal w's' igrre+d lay PI-GLD-MK (03/12) H. Employee Indemnification Defense Coverage SECTION I — COVERAGES, 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 occurring in the course of employment. 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 numbers of"employees," claims or "suits" brought or persons or organizations making claims or bringing "suits." I. Additional Insureds SECTION tI — WHO IS AN INSURED is amended as follows: Each of the following is also an Insured: f. Managers and Supervisors —Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also Insureds for "bodily injury" to a co-"ampioyee" white in the course of his or her employment by your or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as It applies to managers of a limited liability company, 2. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage ParL However, coverage does not apply to any organization or subsidiary not named In the Declarations as Named Insured, if they are also Insured under another similar policy, but for its termination or the exhaustion of Its limits of Insurance. 3, Funding Source —Any person or organization with respect to their liability arising out of: a. Their finanoial oontrol of you; or b. Premises they own, maintain or control while you lease or occupy these premises. This Insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 4. Managers, Landlords, or Lessors of Promises —Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises; or b. Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization_ & Lessor of Leased Equipment --Automatic Status When Required In Lease Agreement With You —Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or Page 5 of 8 nted material of Insurance Services Office, Inc., with permission, 2012 Philadelphia Indemnity Insurance Company PI-GLD-MK (03/12) organization is to be added as an additional Insured on your policy. Such person or organization is an Insured 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 or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 6. Vendors — Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or acid In the regular course of the vendor's business, subject to the following additional exclusions: a. The insurance afforded the vendor does not apply to: (1) "Bodily Injury" or "property damage" for which the vendor Is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement, (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made Intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container, (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (6) "Bodily Injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Sub -paragraphs (4) or (6); or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. This Insurance does not apply to any insured person or organization, from whom you have acquired such products, or any Ingredient, part or container, entering into, accompanying or containing, Page 6 of g In des co rlghted material of insurance Services Office, !no., with permission. 0 2012 Philadelphia Indemnity Insurance Company /�/� PI-GLD-MK (03112) As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional Insured for "bodily Injury," "property damage" or "personal and advertising Injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional Insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of Insurance shown In the Declarations S. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: a. This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has Issued a permit, and Is required by contract. b. This Insurance does not apply to. (1) "Bodily Injury,""property damage° or "personal and advertising Injury" arising out of operations performed for the state or municipality; or (2) "Bodily Injury" or "property damage" included within the "products -completed operations hazard," J. General Aggregate Per Location SECTION III — LIMITS OF INSURANCE, Paragraph 2. Is amended to include the following additional provision: The General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises Involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. K. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Is amended as follows: Item a. Is amended to Include: This condition applies only when the "occurrence" or offense is known to; (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, It you are a corporation. Item b. is amended to Include: This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or Page 7 of uJ material of Insurance Services Office, Inc., with permission. 2 Philadelphia Indemnity Insurance Company