Loading...
HomeMy WebLinkAboutCROPPER, JASONCity of Santa Ana '�- Clerk of the Cc .cil AGREEMENT TERMINATION FORM J ` 10-6 Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. r Note: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. / Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with COTC Office Use Only F T 1170g�l_NCIL 11 '22AA-0, N-2022-296 No. was completed on D' �[ ' and final payment has been made. (List all amendments. Use space below it needed.) Department:] C� Phone/Ext.: �b5� Signature: Date: 0/1C) iiagreemen[Oorms\fam - agreement termination form_goldenrod.doc co Jason Cropper ("Speaker/Performer CD 2632 11 th Avenue Oakland, CA 94606 Re: Speaker/Performer Engagement Agreement This letter represents your agreement with the City of Santa Ana ("City") as entered into on the above date for the engagement described below: Event Description: As further described in Exhibit A, attached hereto, the musical artist, Jason Cropper, will provide a twenty (20) minute musical performance for PRCSA. The live performance will take place at the City_ 's Indigenous Peoples Day event at a time to be coordinated with event staff. Date(s): Saturday, October 8, 2022. Event Time(s): 12:00 p.m. — 8:00 p.m. 4. Location: Plaza of the Sun, 20 Civic Center Plaza, Santa Ana, CA 92701 ("Property") Compensation: City agrees to pay and Speaker/Performer agrees to accept as total payment for services to City, including all travel expenses and performance, a total amount not to exceed $3,000 (payable on day of the event, pursuant to City accounting procedures); SpeakerlPerforrner must provide IRS form W-9 before payment can be made. Speaker/Performer is responsible for direct payment to individual band members/performers.. 6. Equipment provided by City. advertising the program, space for the patrons attending, stage, sound and lighting equipment, and staff to assist with setup. Equipment provided by Speaker/Performer. insurance as required by the City and further detailed in Exhibit B, list of family friendly songs with lyrics to be approved by the City of Santa Ana prior to performance, and all other equipment and materials necessary. City Contact Person (for coordinating purposes only): Rodolfo Hernandez 9. Independent Contractor: Speaker/Performer shall, during the entire teen of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Speaker/Performer performs the services that are the subject matter of this Agreement, however, the services to be provided by Speaker/Perfdriner shall be provided in a manner consistent with all applicable standards and regulations. Speaker/Performer shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 10. Indemnification: Speaker/Performer, his or her agents, or employees (if applicable) agrees to and shall indemnify, defend, and hold hannless the City, its officers, agents, employees, consultants, special counsel, and representatives Speaker Agreement — Jason Cropper Page 2 from and against all loss, expenses, or liability (including costs and attorneys fees) arising from the negligence or willful misconduct of Speaker/Performer, his or her agents, or employees. 11. Release: Speaker/Performer accepts any City -provided equipment used in connection with the perfonnance in their "as -is" condition, with all faults. Speaker/Performer fully releases, waives and discharges forever any and all claims, demands, rights, and causes of action of any kind or nature against, and covenants not to sue, City, its elected officials, officers, employees, agents and volunteers, and all persons acting on behalf of, by, through or under each of them, under any present or future laws, statutes, or regulations for any claim or event relating to the condition of the City -provided equipment or Speaker/Performer's use thereof. 12. The City shall have the right and royalty -free license to simulcast or produce and show a tape -delayed broadcast of Speaker/Performer's presentation to the City community or general public, through webcast or any other means. This license shall be non-exclusive and the copyright shall remain with the Speaker/Performer. Copies of Speaker/Performer's presentation may be maintained by the City, and Speaker/Performer consents to use of such recordings. 13. Speaker/Performer is solely responsible for payment of royalty fees, performance fees, or similar fees that may be required by unions or similar organizations. Speaker/Performer shall indemnify the City against any liability or damages, including attorney's fees, that may arise as a result of violation by Speaker/Performer of copyright laws. 14. SpeakeriPerfonner shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, disability, or any other basis protected by applicable law in connection with any activities related to this Agreement. 15. This Agreement shall in all respects shall be interpreted, enforced, and governed exclusively by and under the laws of the state of California. Both parties agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. This Agreement represents the complete and exclusive statement between the City and Speaker/Performer regarding the subject matter herein and supersedes any and all other agreements, oral or written, between the parties. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Speaker/Performer. CITY OF SANTA ANA SPEAKER/PERFORMER .7ascan Crapper ISe Hv 202 2 10:21 PDT! KRISTINE RIDGE Jason Cropper City Manager Musical Artist ATTEST; {_ t `Clerk of the Council AL Hawk Sett Executive D�tectc��`� Parks, Ree e'at n and Cominunity Services Agency APPR�I) AS TO FORM: By:_2 don Salvatierra Deputy City Attorney EXHIBIT A Exhibit A SCOPE OF SERVICES VENDOR INFORMATION': Jason Cropper 263211th Avenue Oakland, CA 94606 (510) 421 -3594 EVENT: Indigenous Peoples Day SERVICE DATE(S): October 8, 2022 COMPENSATION DUE TO THE VENDOR: $3,000 due the day of the event. DESCRIPTION: Jason Cropper will be providing a 20-minute live musicalperformance for the City of Santa Ana's 2022 Indigenous Peoples Day event taking place October 8, 2022. The event will take place The Plaza of the Sun, 20 Civic Center Plaza Santa Ana, CA 92701. Open Hours — event will open at 12pm and close at 8pm. EXHIBIT B Exhibit B -- Insurance Requirements Speaker/Performer shall procure and maintain, for the duration of the contract, insurance against claims for injuries to persons or damages to property that may arise from or in connection with products, materials, and/or services supplied to the City. The cost of such insurance shall be borne by the Speaker/Performer. a. Minimum Scope and Limit of Insurance: Commercial General Liability Insurance. Coverage shall be at least as broad as Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal &: advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Broader Coverage. If the Speaker/Performer maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Speaker/Performer. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Self -Insured Retentions. Self -insured retentions must he declared to and approved by the City, The City may require the Speaker/Performer to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administrations and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. c. Other Insurance Provisions Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Speaker/Performer including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Speaker/Performer's insurance (at least as broad as ISO Form CG 2010 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2. Primary Coverage. For any claims related to this contract, the Speaker/Performer's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Speaker/Performer's insurance and shall not contribute with it. 3. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation. Speaker/Performer hereby grants to City a waiver of any right to subrogation that any insurer of said Speaker/Performer may acquire against the City by virtue of the payment of any loss under such insurance. Speaker/Performer agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Acceptability of (usurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City, G. Verification of Coverage. Speaker/Performer shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Speaker/Performer's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. 7. Subcontractors. Speaker/Performer shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Speaker/Performer shall ensure that City is an additional insured on insurance required from subcontractors. 8. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Indigenous Peoples Day-FINAL-9.29.22 (002) Final Audit Report 2022-09-30 Created: 2022-09-30 By: Emerson pnanxwon(epranxston@santa-anaorg) Status: Signed Transaction ID: oouonaoAAoAAmozpusqVKngovVnwooEkwTouoL*VVz*wv| "Speaker -Performer Agreement — Jason Cropper- Indigenous Peo 'E' Document created byEmerson Frankuton(EFnsnkaton@senta-onaorg) E�! Document amai|odtojasmn@jeeonrroppennusic.comfor signature �u � Email viewed byjamonusic.com ' Signer entered name atsigning ayJason Cropper Document e'ognadbyJason Cropper uekc.oun) Signature Date: 2022-09-30 - 5:21:44 PM GMT - Time Source-, server �� Agreement completed. a Adobe Acrobat Sign Digitally signed Tra cv ACCORD® CERTIFICATE OF LIABILITY INSURANCE ' Dat :2(��t � Jacobs 08:8:42-20 22 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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 Matthew Meyer NAME: Y CoverWallet, Inc. A/C"N Ext : (646) 844 9933 A/�, No : E-MAIL customer.service@coverwallet.com ADDRESS: 25 W 45th Street, Floor 15 New York NY 10036 INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: ACE Fire Underwriters Insurance Company (SCI) 20702 INSURED Studio C Recording INSURER B : 2910 Ford Street INSURER C7 INSURER D 7 Oakland, CA, 94601 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY X X D96641151 11/09/2021 11/09/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE Ln OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 5,000 A PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER : GENERAL AGGREGATE $ 2,000,000 POLICY ❑ PRO- JECT LOC ❑ X PRODUCTS - COMP/OPAGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Certificate holder is included as an additional insured on a primary and noncontributory basis with respect to the General Liability per the policy s terms and conditions. Waiver of subrogation applies in favor of Certificate holder with respect to the General Liability per the policy s terms and conditions. CERTIFICATE HOLDER CANCELLATION The City of Santa Ana 20 Civic Center Plaza Santa Ana, CA, 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CO ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD m RIA a REVIEWED&/�WPRCVEDBv: �— Risk Management Analyst BUSINESSOWNERS LIABILITY ENHANCEMENTS ENDORSEMENT Named Insured Endorsement Number STUDIO C RECORDING BOP47635a0716 Policy Symbol Policy Number Policy Period Effective Date of Endorsement SER I D96641151 11-09-2021 to 11-09-2022 11-09-2021 Issued By (Name of Insurance Company) ACE Fire Underwriters Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM TABLE OF CONTENTS Page Supplementary Payments — Bail Bonds And Bonds To Appeal Judgments — No Sublimit 2 Medical Expenses — Three Years To Report Expenses 2 Non -Owned Watercraft Under 55 Feet 2 Non -Owned Aircraft 2 Damage To Property — Exception For Equipment Loaned Or Rented To Insured 2 Who Is An Insured — Subsidiaries Or Newly Acquired Or Formed Organizations 3 Who Is An Insured — Employees (Including For CPR and First Aid) And Volunteer Workers 3 Additional Insured — Lessor Of Leased Equipment 4 Additional Insured — Managers Or Lessors Of Premises 4 Additional Insured - Vendors 5 Additional Insured — Other Persons Or Organizations Pursuant To Contract Or Agreement 6 Damage To Premises Rented To You — $1,000,000 7 Per Location General Aggregate Limit With Combined Total Aggregate Limit 8 Knowledge/Notice Of Occurrence 9 Bodily Injury, Including Resulting Mental Anguish 9 Coverage Territory, Limited Worldwide 10 Personal Injury, Including Discrimination, Harassment And Segregation 10 Unintentional Failure To Disclose Hazards 10 Other Insurance, Including Primary Provision 10 Waiver Of Subrogation Required By Contract 11 This endorsement modifies the coverages provided under the Businessowners Coverage Form. Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as provided in this endorsement. The titles of the various paragraphs of this endorsement are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. A. SUPPLEMENTARY PAYMENTS — BAIL BONDS AND BONDS TO APPEAL JUDGMENTS - NO SUBLIMIT In Section II - Liability, Paragraph A. Coverages, 1. f. Coverage Extension — Supplementary Payments, subparagraphs (1)(b) and (c) are replaced by the following: (b) The cost of bail bonds, but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. Ao�nH Risk REVIEWED & APPRovED Or BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission �— Risk Management Analyst 1. A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization; or 2. A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. G. WHO IS AN INSURED - EMPLOYEES (INCLUDING CPR AND FIRST AID) AND VOLUNTEER WORKERS In Section II - Liability, Paragraph C. Who is an Insured, Paragraph 2.a. is replaced by the following: 2. Each of the following is also an insured: a. Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no "employee" is an insured for: (1)"Bodily injury" or "personal and advertising injury": (a) To you, to any of your directors, managers, members, "executive officers" or partners (whether or not an "employee") or to any co -"employee" while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b) To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (a) above; or (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (a) or (b) above. With respect to "bodily injury" only, the limitations described in Paragraph 2.a.(1) above do not apply to you or to your directors, managers, members, "executive officers", partners or supervisors as insureds. The limitations also do not apply to your "employees" as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an "employee". (2) "Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, "executive officers" or partners (whether or not an "employee") or by any of your "employees". This limitation does not apply to "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner. b. Your "volunteer workers", but only while acting within the scope of their activities for you and at your direction. H. ADDITIONAL INSUREDS In Section II - Liability, Paragraph C. Who is an Insured, the following is added: 2. Each of the following is also an insured: Ao�nH xisk REVIEWED & APPRovED Or BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission �— Risk Management Analyst LESSOR OF LEASED EQUIPMENT Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 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. MANAGERS OR LESSORS OF PREMISES Any person or organization from whom you lease premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to be a tenant in such premises. (2) Structural alterations, new construction or demolition operations performed by or for such additional insureds. VENDORS g. Any person or organization who is a vendor of "your products", but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. However: (1) The insurance afforded to such vendor only applies to the extent permitted by law; and (2) If coverage provided to the vendor is required by a contract or agreement, the Ao�nH Fisk REVIEWED & APPRovED Or BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission �— Risk Management Analyst insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1) This insurance afforded the vendor does not apply to: (a) "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 the liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) 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; (e) 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; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) 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 (h) "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: (i) The exceptions contained in Subparagraph (d) or (f); or (ii) 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. (2) 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 such products. With respect to the insurance afforded to these vendors, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided by the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: (1) Required by the contract or agreement; or (3) Available under the applicable Limits Of Insurance shown in the Declarations; Ao�nH xisk REVIEWED & APPRovED Or BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission �— Risk Management Analyst whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. OTHER PERSONS OR ORGANIZATIONS PURSUANT TO CONTRACT OR AGREEMENT h. Any persons or organizations that you are required by a contract or agreement to provide with such insurance as is afforded by this policy. However, such a person or organization is an insured only: (1) To the extent such contract or agreement requires the additional insured to be afforded status as an insured; and (2) For activities that did not occur, in whole or in part, before the execution of the contract or agreement. No person or organization is an insured under this provision: (1) That is more specifically identified under any other provision of Paragraph C. Who Is An Insured (regardless of any limitation applicable thereto). (2) With respect to any assumption of liability in a contract or agreement. This limitation does not apply to the liability for damages the additional insured would have in the absence of the contract or agreement. However, the insurance afforded to such persons or organizations: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. The following is added at the end of Paragraph C. Who Is An 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. However, no person or organization is an insured with respect to the: a. Ownership, maintenance or use of any assets; or b. Conduct of any person or organization whose assets, business or organization; any Named Insured acquires, either directly or indirectly, for any: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense first committed; in whole or in part, before such acquisition is executed. With respect to the insurance afforded to the persons or organizations described in Paragraphs e., f.,. and h. above, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: The most we will pay on behalf of such person or organization is the amount of insurance: Ao�nH Fisk REVIEWED & APPRovED Or BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission �— Risk Management Analyst (1) Required by the contract or agreement; or (2) Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. I. DAMAGE TO PREMISES RENTED TO YOU — $1,000,000 In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, Paragraphs 3. and 4. are deleted and replaced with the following: 3. Subject to the Liability And Medical Expenses Limits Of Insurance, the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises while rented to you or while temporarily occupied by you with permission of the owner is $1,000,000. 4. Aggregate Limits The most we will pay for: a. All "bodily injury" and "property damage" that is included in the "products -completed operations hazard" is twice the Liability and Medical Expenses limit. b. All: (1) "Bodily injury" and "property damage" except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; (2) Plus medical expenses; (3) Plus all "personal and advertising injury" caused by offenses committed; is twice the Liability and Medical Expenses Limit. The Limits of Insurance of Section II — Liability apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. J. PER LOCATION GENERAL AGGREGATE LIMIT WITH COMBINED TOTAL AGGREGATE LIMIT In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, the following is added: 1. Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the insured becomes legally obligated to pay for all "bodily injury" and "property damage" caused by "occurrences" under Paragraph A.1. Business Liability, and for all medical expenses caused by accidents under Paragraph A.2. Medical Expenses, which can be attributed only to a single "location": Ao�nH Fisk REVIEWED & APPRovED Or BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission �— Risk Management Analyst (2) The total of all deductible and self -insured amounts under all that other insurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not brought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 3. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Q. WAIVER OF SUBROGATION REQUIRED BY CONTRACT In Section III — Common Policy Conditions, Paragraph K. Transfer of Rights of Recovery Against Others To Us, subparagraph 2. is replaced by the following: 2. Applicable to Businessowners Liability Coverage: We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This paragraph does not apply to Medical Expenses Coverage. All other terms and conditions of the policy remain unchanged. Ao�nH xisk REVIEWED & APPRovED Or BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission �— Risk Management Analyst