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HomeMy WebLinkAboutBLUERAY MANAGEMENT, LLC (3) -2015City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with No. N-2015-031 was completed on (List all amendments. Use space below if needed.) Revised 10-31-12 20'9 AM 22 RIM u: "3 CU OF S NIA ANA CL' R)C OF COMIL 1� 111 D and final payment has been made. Department: Phone/Ext.: Signature: Date: INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES N-2015-031 GL s•A-t, WC RECREATION SERVICES AGREEMENT CLERK OF COUNCIL DATE: OR 1,2 2015 0� h���^,� THIS AGREEMENT made and entered into this 1'` day of January 2015, by and between S��"u`A Blueray Management, LLC, a California limited liability company (hereinafter "Provider") and the Capja&,j City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). A. The City desires to retain a recreation service provider having special skills, resources and knowledge to manage the City's aquatics program at City pools. B. Provider represents that Provider is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Provider represents that it is knowledgeable in its field and that any services performed by Provider under this Agreement will be performed in compliance with such standards as may reasonably be expected. 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: I. SCOPE OF SERVICES Provider shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION In consideration for the right to use the City facilities, Provider shall be responsible for all program costs (except those facility costs to be assumed by the City as set forth in Exhibit A to this Agreement) and shall have the right to collect all registration fees as set forth in Exhibit A, and retain all program revenues. Anticipated revenue from this class shall not exceed $25,000 annually. 3. TERM This Agreement shall commence on January 1, 2015 and terminate on December 31, 2016, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Provider shall, during the entire term 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 manner in which Provider performs the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services. Provider 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. Provider is not an agent, representative or employee of City and Provider shall have no authority to act on behalf of the City. 1 5. INSURANCE Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Provider shall maintain commercial general liability insurance which 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 Provider'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 damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers 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 insured's provisions. b. Worker's Compensation Insurance. hr accordance with the provisions of Section 3300 of the Labor Code, Provider, if Provider 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, Provider agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Provider pursuant to this section: (i) Provider shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (ii) 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. d. If Provider fails or retiuses 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 Provider's right to be paid for its time and materials expended prior to notification of termination. Provider waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNII+ICATION Provider agrees to and shall indemnify and bold harmless the City, its officers, agents, employees, Providers, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Provider or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement. The Provider further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFLICT OF INTEREST Provider covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any mamier with performance of services specified under this Agreement. S. LIVE SCAN BACKGROUND CHECK Providers, and any employees or substitutes, in contact with minors under eighteen (18) years of age shall arrange for and submit to a Live Scan electronic background check for criminal history available through the California Department of Justice as a condition of this Agreement and provide proof of compliance prior to performing services hereunder. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clark of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Facsimile (714) 647-6956 With copy to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 26 Civic Center Plaza (M-75) P,O. Box 1988 Santa Ana, California 92702 Facsimile (714) 571-4211 To Provider: Blueray Management:, LLC Abby Pearose P.O. Box 12529 Newport Beach, CA 92658 Facsimile (949) 559-5421 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, Comity or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider, and supersedes any and all other agreements, oral or written, between the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto, the terns of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City acid by an authorized representative of Provider. The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Provider or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied, herein. 11. ASSIGNMENT/SUBSTITUTES a. Assignment. The experience, knowledge, capability and reputation of Provider were a substantial inducement for City to enter into this Agreement. Therefore, Provider may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Provider must personally teach at least seventy-five percent (75%) of its offered classes. b. Substitutes. In the event Provider is not able to teach a class due to illness or some other cause beyond Provider's reasonable control, Provider must procure, at its sole expense, a qualified substitute instructor to teach the class at its regular time and place. Provider shall ensure that substitute instructors comply with the City's insurance and live scan requirements contained herein. Provider must immediately notify the City of the substitute instructor's name, qualifications, address and phone number. I£ Provider cannot procure a qualified substitute and. the City is unable to assist in this regard, then the class shall be canceled and a make-up class must be added to the session. Provider must notify participants as soon as possible of any class cancellation and make-up class. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. Teruination or cancellation of classes by the Provider must be given to the City at least thirty (30) days prior to termination/cancellation. Failure to provide adequate cancellation notice to the City may put future contracting of business with the City at risk and will result in the City's retention of ten (10%) percent of the final payment to Provider. 13. DISCRIMINATION Provider 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 employment related activities. Provider affirms thatt it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE 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 Rather 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. 15. LICENSES Provider shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. 16. SEVERABILITY In the event that one or more of the phrases, sentences, clauses, paragraphs or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 17. EXHIBITS All Exhibits referenced herein and attached hereto shall be incorporated as if hilly set forth in the body of this Agreement. 18. AUTHORITY The person(s) executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that be so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. Signature Page to Follow IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: M—ARLi D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:i� Lisa `Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: GERARDO MOIJET Executive Director of Parks, Recreation and Community Service C� N'TA ANA DAVID CAVAZOS City Manager BLUERAY MA 'EMENT, L LC �ABBIPEAROSE Manager EXHMIT A SCOPE OF SERVICES PROGRAM DESCRIPTION Blueray Management will continue to offer seasonal aquatic programs at all five (5) City pools and will assume the management of the aqua aerobic program and coaching of the city -wide swim teams, Blueray Management will manage all registration for these program activities. Blueray Management may add other programs with tine prior written approval by the Executive Director of Parks, Recreation and Commuruty Services. Blueray Management will handle the collection and management of program fees and will retains 100% of the revenue generated by the aquatics programming at all five (5) city pools. SWIM LESSONS Blueray Management will provide swim lessons according to the nationally recognized American Red Cross Learn -to -Swim Program, The programs will operate on a schedule determined by Blueray Management and approved by the City. A maximum of six (6) swim participants are enrolled with the exception of the Parent & Tot and Adult swim classes, which in both courses accommodates up to 10 participants; the Parent & Tot program, has the support of parent involvement, which is an American Red Cross standard. The Swim lesson fees for a two (2) week, 8 clay session will be $ 45,00 for all swim participants. Private lessons will be available at $ 25.00 per 25 minutes lesson.. BLUERAY SWIM TEAM Blueray Management will provide the swim team program, which will be conducted at four (4) city Pools for all interested participants, ages 5-17. The swim teen program will operate on a schedule determined by Blueray Management and approved by the City. Teams will compete in the City,s traditional events. All Meets will be govemed by United States Swimming (USS) rules and regulations. The swim team fees will be $ 55.00 per month, payable to Blueray Management, BLUERAY WATER POLO Blueray Management will provide a water polo program, which will be conducted at Memorial Pool for all interested participants, ages 9-14. A minimum 20 participants must be registered in order for the program to be offered, The water polo fees will be $ 55.00, payable to Blueray Management. BLUERAY AQUA AEROBIC PROGRAM Blueray Management will offer an aqua aerobic program, for all ages 18 and up, which will be conducted at Salgado Pool for all interested participants, which will run from Tuesday - Thursday from 9;00 a.m. - 10:15 a.m. Cost for the program is $5.00 per class or $45.00 for a 10-day pass. PERSONNEL The proposed program will be managed by experienced Blueray Management staff, and will provide training through the nationally recognized American Red Cross health and Safety courses for Lifeguard training, First Aid, and CPR for the Professional rescuer and Learn -to -Swim Program. The current qualified City of Santa Ana aquatic staff will have priority to be hired by Blueray Management and will continue to operate the existing programs for the summer, Employment will be from May through September, 2015. A onetime in-service training to confirm qualification and required skill performances and team information meeting will be conducted. CITY COSTS The City shall be responsible for all maintenance, gas, water, electricity and related facility expenses, and recreational swim sessions at facilities covered by this Agreement. BLUER-2 OP ID: GI CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 03/25/2014 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(Sb AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT; If the certificate holder is an ADDITIONAL INSURED, the polloy(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 endorsements). PRoouasa Phone;818.833-2700 Momentous Insurance Brokerage 5990 Sepulveda Blvd, Suite 550 Fax: 81 B-933-2701 Van Nuys, CA 01411 Gregg Inboden N "EgQT 6regglnboden PI#ONE FAx ,� 1.818-833.2729 tArc. No,: 818.933-2795 A cress; inbaden mmibi.com INSURERIM AFFORDING COVERAGE _ NAOI INOORERA:Philadeiphia Insurance Company 18058 INSURED Blueray Management LLC INSURER B t State Compensation Ins. Fund PO Box 12529 Newport Beach, CA 92658 INSURER C: INSURER D ; INSURER E I INSURER Fi CF,VFRAGFR 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 PER= INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH 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 SEEN REDUCED BY PAID CLAIMS. (NTRR TYPEOFiNSURANCO __ ADM SUBS 11 P VOY NUMBER P_ O M/1CYYYYY M IDD YYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,00 A X GO_MMERCIALGENERALLIAEILrrY mm CLAIMS -MADE ®gCCUR PHPK1147404 0312412014 0312412015 Eno o0curronea ^ S -.� 100.00 MeD E%P (An one person It PERSONAL$ ADV INJURY $ 2,000,00 GENERALAGOREGATE S 4,000,00 _ GEML AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,00 S POLICY PRO- LDC AUTOMOBILE LIABILITY EOMBI a anc d DISINGL LIMIT $ 1,000,00 BODILY INJURY (Per persooi $ A X ANY AUTO PKPK1147404 0312412014 0312412013 BODILY INJURY (Per accident) 3 ALL 07 X AUZgS E0 NON•OWNEO X HIREDAT'OO AUTOS POPERTY AGE d S $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE L S .. EXCESS LIAR CLAIMS -MADE D TE TiONS $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRICTORWARTNERiE%ECUTIVE OFFICERM1EMaER EXCLUDED? (Mandatory in NH) MIA �.�.�.� 9054636.13 05/01/2013 05F0112014 X WC STATU• OTW YLIMITS _ -5 EL. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMP40YEE $ 1,000,00 E , 013EASE •POLICY LIMIT ; 1,000,00 Ir. descdbounder O goaCRIPTI OF OPERATIONS nelaw DESCRIPTION OF OPERATIONS I LOCATIONSIVaHIGLBS (AUeon ACORD 101, Additional Remain SclltduM, It more space is required) certificate holder is named as additional insured per the attached rt3 '•�`,�� � • endorsements. Primary and non contributory endorsement attached.} tC1V r, /2-- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES HE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Parks, ReGreation & Community AUTHORIZED� REPRESENTATIVE Services Agency bR�4 1825 W. Civic Center h iSanta Ang. CA 92701 0 1988-2010 ACORD CORPORATION, All rights reserved. ACORD 25 (201(1105) The ACORD name and logo are registered marks of ACORD PI-MANU-1 (01/00) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY Primary & Non -Contributory Wording This insurance is primary except when it is excess as provided under part b., below. When this insurance is primary, we will not seek contribution from other insurance available to the person or organization shown in the schedule of this endorsement except for the gross negligence and or willful or wantan misconduct of the person or organization shown in the schedule of this endorsement All other terms and conditions of this Policy remain unchanged. C, Page 1 of 1 POLICY NUMBER: PHPxi147404 COMMERCIAL GENERAL LIABILITY CG 20 11 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): 1825 West Civic Center Dr Santa Ana, CA 92703-2921 Name Of Person(s) Or Organization(s) (Additional Insured): City of Santa Ana Additional Premium: $ Included Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section it — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown In the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This Insurance does not apply to; 1. Any 'occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. B. With respect to the insurance afforded to these additional Insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured Is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 11 0413 O Insurance Services Office, Inc., 2012 -?V1 N5.5d1t PageA of 1 POLICY NUMBER: PHPK1147404 COMMERCIAL GENERAL LIABILITY CG 20 11 0413 THIS -ENDORSEMENT CHANGli-T-1dlii laOIIOY. RLEASE-READ-IT CAREFULLY-._ _....... ADDITIONAL INSURED -- MANAGERS OR LESSORS OF PREMISES This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): 2102 S Flower at Santa Ana, CA 52707-2500 Name Of Person(s) Or Organization(s) (Additional Insured): City of Santa Ana Additional Premium: $ Included Information required to complete this Schedule if not shown above will be shown in the Declarations A. Section tl — Who Is An I nsured Is amended to Include as an additional insured the persons) or organizatlon(s) shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This Insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tonant in that premises. 2. Structural alterations, now construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown In the Schedule, However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2, if coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. S. With respect to the Insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional Insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown In the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 11 0413 OO Insurance Services Office, Inc., 2012 Page 2 of L0 PQLIOY NUMBER: PEtPK1147404 COMMERCIAL GENERAL LIABILITY CG 2011 0413 -T-HIS-ENDORSE-ME-N-T-CHANGES-THE-POL-IC—Y-.-PLEASE READ -IT CAREFi-}LLY: ADDITIONAL INSURED -- MANAGERS OR LESSORS OF PREMISES This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): 300 S Figueroa St Santa Ana, CA 92703-3373 Name Of Parson(s) Or Organization(s) (Additional Insured): City of Santa Ana Additional Premium: $ Included Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule, However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. if coverage provided to the additional insured Is required by a contract or agreement, the Insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured Is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 11 0413 0 Insurance Services Office, Inc., 2012 Page 3 of 10 POLICY NUMBER: PEPKII47404 COMMERCIAL GENERAL LIABILITY CG 20 11 0413 THIS ENDORSEMENT -CHANGES THE-POL-IGY.- PLEASE -READ-iT-CAREFULLY _... -.- ..- --- ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following; COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): 706 N Newhope St Santa Ana, CA 92703-2562 Name Of Persons) Or Organization(s) (Additional Insured): City of Santa Ana Additional Premium: $ Included Information required to complete this Schedule, It not shown above, will be shown in the Declarations, A. Section II— Who Is An Insured is amended to Include as an additional insured the person(s) or organization(s) shown In the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This Insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises, 2. Structural alterations, new construction or dornclition operations performed by or on behalf of the person(s) or organization(s) shown In the Schedule. However: 1. The insurance afforded to such additional insured only applies to the extent permitted bylaw; and . 2. If coverage provided to the additional Insured Is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional Insured is the amount of Insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever Is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 11 0413 @ Insurance Services Office, Inc., 2012 Page 4 of 10 POLICY NUMBER: PIM1147404 COMMERCIAL GENERAL LIABILITY CG 20 11 0413 _...._... THIS- .END-ORSEMENT-CHANGES- THE- ROLICY.--P-LE-ASE—READ-IT ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): 726 S Center St Santa Ana, CA 92704-2835 Name Of Person(s) Or Organizations) (Additional Insured): City of Santa Ana Additional Premium: $ Included Information required to complete this Schedule If not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organlaatlon(s) shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown In the Schedule. However: I. The insurance afforded to such additional insured only applies to the extent permitted by law; and CG 20 11 0413 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. B. With respect to the Insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown In the Declarations; whichever Is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services office, Inc., 2012 Page 5 of 10 BLUER-2 OP ID: SP DATF. (MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 03/24/2015 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 INSURERS), 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 sloes not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER I CONTACT r.,_1_1__ 91411 Gregg INSURED Blueray Management LLC PO Box12529 Newport Beach, CA 92658 I�}al-t31 I _._._ NE URER E NBURER F COVERAGES r:FRTIFif`ATF MI IM1IIRFD• nwv,n,.... ... .........� 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 CONTRACTOR 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. INBRi AbDL SURR���.___� LTR TYPE OP INSURANCE POLICY NUMBER 7' _........ MM OI OIVYYY MMADDYYYY I LIMITS �— ___ GENERAL LIABILITY I EACH OCCURRENCE i$ 2,000,000 A X COMMERCIALGENERALAL LIABILITY PHPK731149$ I ­' 03124/20151 103124/2016 , PREMISES Ea oxurrence ($ 100 Q00 I CLAIMS MADE XL OCCUR �OANVGMTORENT0J MED EX P (Any one person) $ 0 RSONAL_&ADV INJURY ,J,$ 2,000,000 1 .............._ _ .._.....___ - - ... ....... .. GENERAL AGGREGATE 1 $ 4,000,000 GEN'L AGGREGATEDO_JECTAPPLIES PER __. .__'I.... AGo $ ......... ............. 4,000,000 POLICY: I PRO- r LOG APRODUCTS-C_OMPIOP F -C $ -- I AUTOMOBILE LIABILITY I - COMBINEOSINGLEL IT I I fEa accidenu __. $ 1,000,000 A I X 1 ANY AUTO PHPK1311408 03/24/2015 03/24/20161 BODILY INJURY (Per person) tS I-- - I ALL OWNED ...., SCHEDULED ( • AUTOS X [AUTOS >-- BODILY INJURY (Per accident) $ -- - IX HIRED AUTOS NON -OWNED PROPER11 T /`"DAMAGE�— j LPEft ACCIDENL_ 1.,, �AUTOS $ ... UMBRELLA LIAR OCCUR 1 - EACH OCCURRENCE ! $ E%CEEB LIAB MADE -___-- 1 AGGREGATE $ DED RETENTION$CLAIMB WORKEas COMPENSATION AND EMPLOYERS' LIABILITY WC STATU OTH� XI TORY LIts1T5� IR r_ B ANY PROPRIETORIPARTNERIEXECUTIVE YIN 904636.14 EXCLUOED9 N/A ACCIDENT 105/0112014' 05101201$ 1OFFICERIMFMBER _$ - _._._ 1,000000 (Mandatory in NH) f EL DISEASE -EA EMPLOYEE 1,000,000 If yes, describe under _$ DESCRIPTION OF OPERATIONS below ! ! E.L.DISEASE POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS/ VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) y y Certificate holder is named as additional insured per the attached endorsements. Primary and non contributory endorsement attached. p Silvia Cuevas ►'RCSA/Admin, City of Santa Ana Parks, Recreation & Community Services Agency 1825 W. Civic Center 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 d,i 91988.2010 ACORD CORPORATION, All riahts reserved ACURD 26 (2010/U5) The ACORD name and logo are registered marks of ACORD mvvvngc,ncn, mm�corcic,,v, WAIVER OF SUBROGATION BLANKET BASIS HOME OFFICE SAN FRANCISCO EFFECTIVE MAY 1, 2014 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING MAY 1, 2015 AT 12.01 A.M. AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME BLUERAY MANAGEMENT PO BOX 12529 NEWPORT BEACH, CA [ 11wok 9054636-14 RENEWAL Sc 5-45-42-50 PAGE 1 OF WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORR UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2,00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER BLANKET WAIVER OF SUBROGATION Reviewed by: 1 Silvia Cuevas PRCSA/Admin. NOTHING IN THIS ENDORSEMENT CONTAINED SHALL RE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED, NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SANN FRANCISCO: AUTHORIZED REPRESENTA IVE APRIL 30, 2014 `" �' 4 1 PRESIDENT AND CEO 2572 PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy, If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement, The following Is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insuranca page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,00011mit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Oecupy_-" $30,000 limit 2 Damage to Premises Rantsd to You $1,000,p00 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments- Extended Reporting Period - ..... 3 years 5 -"" Athletic Activities Amended 5 Supplementary Payments -Bail Bonds $5,OOo 5 Supplementary Payment -Loss of Earnings -'-" $1,000 perday 5 Employee Indemnification Defense Coverage Kay and Lock Replacement -,Janitorial Services �Ilent Coverage $25,000 5 $10,000Ilmit 6 Additional Insured - Newly Acquired lima Period Amended 6 Additional Insured -Medical Directors and Administrators -Included 7 Additional Insured - Managers and Supervisors (with Fellow Em to ee.Covora a Included 7 Additional Insured - Broadened Named Insured Included 7 AdditionalInsured-FundmgSource Included 7 Additional Insured - Hnme Care Providers Included 7 Additional Insured -Managers,. Landlords, or Lessorsof Premises - Included 7 Additional insured - Lessor of Leased Equipment MAdditional Insured - Grantor of Permits Included 7 Included - 8 Additionallnsured-Vendor Included g Additionallnsured-Franchisor Included g Additional Insured- When Required by Oontract Additionallnsured-Owners, Lessees, orConlractors ncludod Included g g Additionallnsured State orPolllicalSubfivisions Included tp Page 1 of 12 Reviewed by: Includes copyrighted material of Insurance Services office, Inc., with Its permission. © 2011 Philadelphia Indemnity Insurance Company I a Silvia Cuevas PRCSAIAdmirl. PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim'or Sult Included 10 Unintentional Failure to Disclose Hazards Included - 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury- includes Mental Angulsh Included . 11 Personal and Advertising Injury - Includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property, B. Limited Rental Lease Agreement Contractual Liability SECTION I - COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b, Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft SECTION I -- COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) Is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: Reviewed by: (a) Less than 58 feet long; and 14 (b) Not being used to carry persons or property for a charge; &Via CUUG-\/taz: This provision applies to any person, who with your consent, either uses of isKAn�sl61e'7opr IN the use of a watercraft. This insurance Is excess over any other valid and collectible Insurance available to the insured whether primary, excess or contingent. D, Damage to Property You Own, Rent or Occupy SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph J. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, Including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, Including prevention of Injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $$0,000 limit. A client Is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire' is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following; Exclusions c. through n, do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION ill — LIMITS OF INSURANCE. b. SECTION III — LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: 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 any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V —DEFINITIONS, Paragraph 9.a., is deleted In its entirety and replaced by the following: 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 protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "Insured contract"; 2. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4, Other Insurance, Paragraph b. Excess Insurance, (1) (a) (11) Is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations Is amended to the greater of: Page 3 of 12 Reviewed by: Includes copyrighted material of Insurance Services Office, Inc., with its permission. ) © 2011 Philadelphia Indemnity Insurance Company s Siivla Cuevas PRCSA/Admin. PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This Is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. �:1TSF1 SECTION I —COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to Include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "Investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. & SECTION V — DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations," b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "Investigation" does not include a Compliance Review. c. "Violation' means the actual or alleged failure to comply with the regulations included in the HIPAA. Reviewed by: Page 4 of 12 Includes copyrighted material of insurance Services Office, Inc., with its permission. e Q 2011 Philadelphia Indemnity Insurance Company Silvia Cuevas PRCSA/Admin. PI-GLD-HS (10111) G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown In the Declarations of this Coverage Pan. 2. SECTION I —COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1, Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are Incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e, Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person Injured while taking part In athletics. I. Supplementary Payments SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 9, b. is deleted In its entirety and replaced by the following: 1. b. Up to $5000 for cost of ball 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. t,d. is deleted in its entirety and replaced by the following: 1. 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 $1,000 a day because of time off from work, J. 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. Page 5 of 12 Reviewed by: includes copyrighted material of Insurance Services Office, Inc., with its permission, 02011 Philadelphia Indemnity Insurance Company 7-( r Silvia Cuevas PRCSA/Admin. PI-GLD-HS (10/11) K. Key and Lock Replacement --Janitorial Services Client Coverage SECTION I —COVERAGES, SUPPLEMENTARY PAYMENTS —COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an Individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person Is subject to your direction and control and performing services for you, (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving In a directorial capacity for a limited liability company. L. Additional Insureds SECTION II —WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Tp\jI , V Page 6 of 12 � ^' i 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 02011 Philadelphia Indemnity Insurance Company �eleVaS P t�G�P� P�mtr PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. Is deleted in its entirely and replaced by the following; a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an Insured: a. Medical Directors and Administrators —Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such, Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist In the treatment of a patient. b. 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 - "employee" while in the course of his or her employment by you 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. c. Broadened Named Insured —Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. 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. d. Funding Source —Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers — At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of premises —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; (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) 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 organization is to be added as an additional insured on your policy, Such person oo�p�d�y rl Page 7 of 12 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission, e�d5 2011 Philadelphia Indemnity Insurance Company P PI-GLD-HS (10/11) 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 ands 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. In. Grantors of permits —Any state or political subdivision granting you a permit In connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has Issued a permit In connection with the premises you own, rent or control and to which this Insurance applies: (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; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance, 1. Vendors — 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, subject to the following additional exclusions: (1) The 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 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; (a) 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; Page 8 of 12 g Includes copyrighted material of Insurance Services Office Inc with its permission 2�a u \� OO 2011 Philadelphia Indemnify Insurance Company C p�G PI-GLD-HS (10111) (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: (1) The exceptions contained in Sub -paragraphs (d) or (f); or (it) 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. j. Franchisor — Any person or organization with respect to their liability as the grantor of a franchise to you. k. 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 I. Owners, Lessees or Contractors —Any person or organization, but only with respect to liability for "bodily Injury," "property damage" or "personal and advertising injury" caused, in whole or In part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional Insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply, This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) 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 Insureds) at the location of the covered operations has been completed; or (b) 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. Page 9 of 12 �e Includes copyrighted material of Insurance Services Office, Inc., with its permissiu��\W7 02011 Philadelphia Indemnity Insurance Company a� 01-11 ��J2lgP�P�t� PI-GLD-HS (10/11) m. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: (1) 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. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Is amended as follows: 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, if you are a corporation, 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 (3) An executive officer or insurance manager, If you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to Include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 0. Transfer of Rights of Recovery Against Others To Us SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 �1 Includes copyrighted material of Insurance Services Office, Inc,, with its permisslpa`e ) 02011 Philadelphia Indemnity Insurance Company / , a5 �"� ali ,�4x �d 9 PI-GLD-HS (10/11) Recovery Against Others To Us Is deleted in its entirety and replaced by the following: If the Insured has rights to recover all or part of any payment we have made under this Coverage Part, 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. Therefore, the Insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver Is made in a written contract. P. Liberalization SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision Is effective in your state. Q. Bodily injury —Mental Anguish SECTION V -- DEFINITIONS, Paragraph 3. is deleted In its entirety and replaced by the following: "Bodily injury" means: a. Bodily Injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, Includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury —Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V — DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V —DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done Intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; KC1 d�l (j Page 11 of 12 `,�Includes copyrighted material of Insurance Services Office, Inc., with its permuon.2011 Philadelphia Indemnity Insurance Company VIX PI-GLD-MS (10)11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discriminatlon. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc„ with Its permission @ 2011 Philadelphia Indemnity Insurance Company PI-MANU•1 (01/00) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY Primary & Non -Contributory Wording This insurance is primary except when it, is excess as provided under part r, b., below. When this insurance is primary, we will not seek contribution from other insurance available to the person or organization shown in the schedule of this endorsement except for the gross negligence and or willful or wanton misconduct of the person or organization shown in the schedule of this endorsement All other terms and conditions of this Policy remain unchanged. Page i of 1