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HomeMy WebLinkAboutACTIVE NETWORK, THE 5-2015City of Santa . a fl 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AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect.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 FFB -6 PM � 21 CITY OF SAN- CLFtK OF COiA AN6� UNCIL Only No. N-2095-097 was completed on J1 1W,02GLS and final payment has been made. (List all amendments. Use space below if needed.) Department: Q Cs A Phone/Ext.: y2�� Signature: p Date: - I?"�, bmCk Revised 10-31-12 INSURANCE ON FILE VYORK MAY PROCEED UNTIL INSURANCE EXPIRES 4 -i- /6 CLERK OF COUNCIL DATE: JUN 1 5 2015 O: PRCS //A Silvia Cuevas N- 2015 -097 PRODUCTS AND SERVICES AGREEMENT CONTRACT #410009120D CLIENT INFORMATION ORGANIZATION FULL City of Santa Ana ADDRESS: 20 Civic Center Plaza LEGAL NAME: Appendix 2: Licensed Software; Support and Maintenance Santa Ana, CA 92701 CONTACT NAME: Francisco Hernandez TELEPHONE: (714) 571 -4218 EMAIL: FHemandez @santa- FAX: Services Exhibit ® ana.org Maintenance Exhibit OVERVIEW OF AGREEMENT This document ( "Agreement ") consists of this cover page, and the following Schedules and Exhibits (check all applicable Appendices) ® Appendix 1: Hosted Software ® Appendix 2: Licensed Software; Support and Maintenance ® Appendix 3: Third Party Products ® Schedule ❑ Exhibit A: Services Exhibit ® Exhibit B: Maintenance Exhibit NOTE: If Client is tax exempt, certificate must be provided along with signed contract. In consideration of the mutual promises and covenants contained in this Agreement, Client and Active hereby agree to be bound by this Agreement and all attachments hereto. By signing below, Client acknowledges and confirms that it has read this Agreement. CLIENT ACTIVE NETWORK, LLC,-,( "1ArCTIVE ") Signature: 0—kyp V1' Si() Aw k4AO— Signature: ' Name: Name: jjly/ Dpg�s� S d Title: Title: n V c ail% 4t l a✓1.0.Q Date: Date: Active Network, LLC, 10182 Telesis Court, San Diego, California 92121 Telephone: (858) 964 -3801, Fax: (858) 964 -3978 Last revised October 4, 2013 �V tl TERMS APPLICABLE TO ALL PRODUCTS AND SERVICES INTERPRETATION 1.1 Definitions. For the purposes of interpreting this Agreement, the following terms will have the following meanings: (a) "Active" means The Active Network, Inc. as referenced on the first page of this Agreement. (b) "Affiliates" of a designated corporation, company or other entity means all entities which control, are controlled by, or are under common control with the named entity, whether directly or through one or more intermediaries. For purposes of this definition "controlled" and "control" mean ownership of more than fifty percent (50 %) of the voting capital stock or other interest having voting rights with respect to the election of the board of directors or similar governing authority. (c) "Agreement" means this Products and Services Agreement, inclusive of all Appendices, Schedules and exhibits. (d) "Client" means the legal entity other than Active entering this Agreement. (e) "Concurrent Use" means use at the same moment in time to access a given server computer (of any kind) owned or controlled by Client. (f) "Database Server" means the single server computer upon which the Enterprise Database is resident. (g) "Effective Date" means the last date set forth on page one of this Agreement. (h) "Enterprise Database" means the MSDE, MS SQL Server, or Oracle database files containing customer data and that are accessed by the Licensed Software. (1) "Hosted Software" means computer code and programs, in executable code form only, including related data files, rules, parameters and documentation, which have been created or licensed by Active and are identified in a Schedule as licensed (or sublicensed) to Client by Active in connection with this Agreement, and which reside on Active's servers and are accessible by Client's staff or Users via the Internet. (j) "Internet Client" means a remote device capable of using the Internet to access selected Licensed Software on the Internet Server or the Enterprise Database on the Database Server via the Internet Server. (k) "Internet Server" means a single server computer used by Client which enables access to the Licensed Software by individuals using an Intranet or the Internet, having a minimum configuration as set out in hardware specifications previously described to Client as applicable to the Licensed Software to be installed and used upon it. (q "IVR Server" means a single server computer used by Client for voice - recognition and telephone- based, rather than computer- based, access to the Enterprise Database by Client's clients, having a minimum configuration as set out in hardware specifications previously described to Client as applicable to the Licensed Software to be installed and used upon it. (m) "Licensed Software" means computer code and programs, in executable code form only, including related data files, rules, parameters and documentation, which have been created or licensed by Active and are identified in a Schedule as licensed (or sublicensed) to Client by Active in connection with this Agreement, and /or which are in the future provided to Client by Active under any circumstances unless provided under a separate licensing agreement. (n) "Maintenance" means the provision of error investigation and repair services as set out in Sections 20 through 23, the Support and Maintenance Handbook attached as Exhibit B, and the provision of new Versions and Releases in respect of the Licensed Software all as more particularly set out in the Support and Maintenance Handbook. (o) "Module" means a single module element of Licensed Software listed in a Schedule. (p) "Online Services" means services, such as Internet registration, that are enabled by Hosted Software and available to the public via the Internet. (q) "Other Services" means Services other than Professional Services as provided in an agreed Schedule. (r) "Payment Server" means a single server computer used by Client to process electronic payments from its clients, having a minimum configuration as set out in hardware specifications previously described to Client as applicable to the Licensed Software to be installed and used upon it. (s) "Products" means all Licensed Software, Hosted Software, Third Party Products, and other products (including documentation) provided to Client by or on behalf of Active. (t) "Professional Services" means any and all types of services which Active provides, to Client and/or to other customers of Active, in the course of Active's business, including but not limited to services relating to the installation, implementation, optimization, administration, training and troubleshooting of computers, computer software including the Licensed Software, computer networks, databases, intemet- related equipment and applications, but expressly excludes Support and Maintenance. Professional Services shall be as set forth in the applicable Schedule. (u) "Release" means any release, update, patch, set of revisions, or bug /permanent fix or temporary bypass solution released by Active to its customers generally during the term of this Agreement, which provides enhancements and/or error corrections to the then- current Version or Release, and where a new Version has been released and no new Release has been released since the release of that Version, that Version will also constitute a Release for the purpose of determining whether Support or Maintenance is available with respect to drat Version. New Releases will be denoted by an increase to the version number to the right of the decimal point such as from Release 1.1 to Release 1.2. (v) "Schedule" means a schedule, quote, pricing form, order form, or similar document associated with this Agreement that lists the Products and Services provided by Active to Client hereunder and the related fees. The features, services, options, and fees may be described more fully on web pages describing the Software and Services, and/or in an applicable Schedule. Each Schedule will reference this Agreement or the Contract Number above (if applicable), must be signed by Client and will be governed by and incorporated into this Agreement. (w) "Services" means all Professional Services, Support and Maintenance, Online Services, and Other Services provided to Client by or on behalf of Active. (x) "Software" means the Licensed Software and the Hosted Software as defined elsewhere in this Section. (y) "Support" means the ongoing telephone, email, web - based and dial -in support and problem resolution to assist Client in the use of the Licensed Software, the Hosted Software, and Other Services and Products of Active as set out in the Support and Maintenance Handbook. (z) "Support and Maintenance Handbook" means the documents published by Active setting out the applicable service levels, processes, restrictions, and other particulars of Support and Maintenance provided in respect of the Software and Other Services and Products of Active, as amended from time to time upon notice to Client. (aa) "Support and Maintenance Start Date" means, for implementations performed by Active, the first day of implementation of the Licensed Software or ninety (90) days following the delivery of the Licensed Software, whichever occurs first, and upon delivery of the Licensed Software for implementations being performed by the customer or a 3`d party vendor. (bb) "System Utilities" includes the following: Accounting Processes, Central Login, Log File, Copy Database, Maintain Database, MSDE Tool, Oracle Setup Utility, Query Tool, System Maintenance, Upgrade Database and View Components. (cc) "Third Party Products" means those hardware, firmware and /or software products, provided to Active by third parties, listed in a Schedule, together with all user manuals and other documents accompanying the delivery of the Third Party Products, provided that the Third Party Products shall not include software developed by Active. (dd) "User" means a person who accesses and uses any of the Products in any manner whatsoever, (ee) "Version" means a version of the Licensed Software providing a particular functionality, while a new Version of the Licensed Software will provide new /additional functionality and /or improvements to a previous Version. New Versions will be denoted by a change to the version number to Last revised October 9, 2013 the left of the decimal point such as from Version 1.0 to Version 2.0. (ff) "Workstation" means a computer attached to a local or wide -area network (including an Intranet), which accesses the Licensed Software or Enterprise Database. 1.2 Headings. The headings contained in this Agreement are inserted for convenience and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 2. CHARGES AND PAYMENTS 2.1 Taxes. Client will pay all applicable sales, use, withholding and excise taxes, and any other assessments against Client m the nature of taxes, duties or charges however designated on the Services and Products or their license or use, on or resulting from this Agreement, exclusive of taxes based on the net income of Active, unless exempted by law and unless a valid tax exemption certificate has been provided to Active prior to invoicing. 2.2 Currency. Unless otherwise indicated in a Schedule, all prices are in the currency of the country in which Client is located. 2.3 Delivery. Delivery for Products supplied by Active under this Agreement will be deemed to have occurred F.O.B. origin, which in the case of Licensed Software and /or Hosted Software will typically be in the form of an email from Active providing a FTP (i.e. file transfer protocol) downloadable link. To the extent applicable, Client will be responsible for shipping and handling costs. 2.4 Invoices /Payment. Active will provide invoices to Client for all amounts owing by Client hereunder. Payment of invoices is due within thirty (30) days from the date of invoice. 3. CLIENT INFORMATION; CONFIDENTLALITY 3.1 Client Information and Obligations. In order to assist Active in the successful provision of Services and Products to Client, Client shall (i) provide to Active information relating to Client's organization, technology platforms, systems configurations, and business processes and otherwise relating to Client that is reasonably requested by Active from time to time, (ii) make available such personnel assistance to Active as may be reasonably necessary for Active to perform hereunder; and (iii) carry out in a timely manner all other Client responsibilities set forth herein. Any delay by Client hereunder shall result in a day- for -day extension of Active's dependent obligations. 3.2 Confidential Information. (a) In the performance of or otherwise in connection with this Agreement, one party ( "Disclosing Party ") may disclose to the other party ( "Receiving Party") certain Confidential Information of the Disclosing Party. "Confidential Information" means any information of either party, which is not generally known to the public, whether of a technical, business or other nature (including, but not necessarily limited to: trade secrets, know how, computer program source codes, and information relating to the customers, business plans, promotional and marketing activities, finances and other business affairs of such party); provided that same is conspicuously marked or otherwise identified as confidential or proprietary information prior to, upon or promptly after receipt by the other party; and provided further that the any software or software application server source code provided by Active or its licensors shall be deemed to constitute Confidential Information without further designation by Active. The Receiving Parry will treat such Confidential Information as confidential and proprietary of the Disclosing Party and will use such Confidential Information solely for the purposes for which it is provided by the Disclosing Party and will not disclose such Confidential Information to any third party (other than a third party under contract whereby that third party has agreed in writing to keep the Confidential Information confidential). (b) Exclusions. The obligations under this paragraph will not apply to any: (i) use or disclosure of any information pursuant to the exercise of the Receiving Party's rights under this Agreement; (ii) information that is now or later becomes publicly available through no fault of the Receiving Party; (iii) information that is obtained by the Receiving Party from a third party authorized to make such disclosure (other than in connection with` this Agreement) without any obligation of secrecy or confidentiality; (iv) information that is independently developed by the Receiving Party (e.g., without reference to any Confidential Information); (v) any disclosure required by applicable law (e.g., pursuant to applicable securities laws or legal process), provided that the Receiving Party will use reasonable efforts to give advance notice to and cooperate with the Disclosing Party in connection with any such disclosure; and (vi) any disclosure with the consent of the Disclosing Party. 4. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY 4.1 SPECIFIC EXCLUSION OF OTHER WARRANTIES. THE EXPRESS WARRANTIES SET OUT IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND WHATSOEVER APPLICABLE, EITHER EXPRESS OR IMPLIED BY LAW (IN CONTRACT OR TORT OR OTHERWISE) OR CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE, DURABILITY, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY. WITHOUT LIMITING THE ABOVE, ACTIVE DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER WILL MEET THE REQUIREMENTS OF CLIENT OR THAT THE OPERATION OF PRODUCTS AND SERVICES Last revised October 4, 2013 PROVIDED HEREUNDER WILL BE FREE FROM INTERRUPTION OR ERRORS. 4.2 RESTRICTIONS ON WARRANTY. ACTIVE HAS NO OBLIGATION TO REPAIR OR REPLACE PRODUCTS DAMAGED BY EXTERNAL CAUSE OR THROUGH THE FAULT OR NEGLIGENCE OF ANY PARTY OTHER THAN ACTIVE. 4.3 NO INDIRECT DAMAGES. WITHOUT LIMITING THE GENERALITY OF SECTIONS 4.1 AND 4.4, IN NO EVENT WILL ACTIVE BE LIABLE TO CLIENT OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT OR TORT OR OTHERWISE), INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES. 4.4 LIMITS ON LIABILITY. IF, FOR ANY REASON, ACTIVE BECOMES LIABLE TO CLIENT OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT OR OTHERWISE), THEN: (a) THE TOTAL AGGREGATE LIABILITY OF ACTIVE TO CLIENT AND ALL OTHER PARTIES IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO ACTIVE AS CONSIDERATION FOR THE PRODUCTS AND SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE; AND (b) IN ANY CASE CLIENT MAY NOT BRING OR INITIATE ANY ACTION OR PROCEEDING AGAINST ACTIVE ARISING OUT OF THIS AGREEMENT OR RELATING TO ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER MORE THAN TWO YEARS AFTER THE RELEVANT CAUSE OF ACTION HAS ARISEN. 4.5 SEPARATE ENFORCEABILITY. SECTIONS 4.1 THROUGH 4.4 ARE TO BE CONSTRUED AS SEPARATE PROVISIONS AND WILL EACH BE INDIVIDUALLY ENFORCEABLE. 4.6 For the purposes of this Section 4, reference to Active shall also include its suppliers and licensors. 5. RESTRICTIONS 5.1 U.S. GOVERNMENT RESTRICTED RIGHTS. The Products are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013, or subparagraphs (b)(I) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227 -19, as applicable. The Manufacturer is The Active Network, Inc. or one of its Affiliates or subsidiaries. 5.2 Export Restrictions. The Products may include encryption software or other encryption technologies that may be controlled for import, export, or purposes under the laws and regulations of the countries and /or territories in which the Products are used ( "Applicable Law "). Client may not export, re- export, or assist or facilitate in any manner the export or re- export of, any portion of the Products, as determined by Applicable Law under which Client operates: (i) to any country on Canada's Area Control List; (ii) to any country subject to UN Security Council embargo or action; (iii) contrary to Canada's Export Control List Item 5505; (iv) to countries subject to U.S. economic sanctions and embargoes; and (v) to persons or entities prohibited from receiving U.S. exports or U.S. - origin items. Client hereby represents and covenants that: (i) to the best of Client's knowledge Client is eligible to receive the Products under Applicable Law; (ii) Client will import, export, or re -export the Products to, or use the Products in, any country or territory only in accordance with Applicable Law; and (iii) Client will ensure that Client's Users use the Products in accordance with the foregoing restrictions. 5.3 Third Party Software and Open Source Components. The Software may contain open source components or other third party software of which the use, modification, and distribution is governed by license terms (including limitations of liability) set out in the applicable documentation (paper or electronic) or read me files. 5.4 Restrictions; Acceptable Use Policies. Client shall: (i) use the Products exclusively for authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others, including privacy and anti- spamming laws; (ii) not reverse engineer, disassemble, or decompile any Products or prepare derivative works thereof; (iii) not copy, modify, transfer, display, or use any portion of the Products except as expressly authorized in this Agreement or in the applicable documentation; (iv) not contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary or intellectual property rights, title, or interest of Active in and to any Products; (v) not obliterate, alter, or remove any proprietary or intellectual property notices from the Products in physical or electronic forms; (vi) not use the Products to transmit, publish, or distribute any material or information: (a) for which Client does not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party; (b) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Products; or (c) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable; (vii) not attempt to gain access to any systems or networks that connect thereto except for the express purpose of using the Products for their intended use; (viii) not rent, lease, sublicense, resell, or provide access to the Products on a time -share or service bureau basis; and (ix) not input credit card information into Last revised October 4, 2013 the Products or solicit the input of such information other than in pre- defined fields within the Products that are intended for that purpose. 6. TERMINATION 6.1 Termination. This Agreement will terminate on November 30, 2015, unless terminated: (a) at the option of either party if the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within thirty (30) days after receiving written notice thereof; or (b) without limiting (a), at the option of Active if Client breaches its payment obligations, provided that the right of termination will be in addition to all other rights and remedies available to the parties for breach or default by the other, or (c) as allowed in Section 23. 6.2 Suspension of Obligations. If either party should materially default in the performance or observance of any of its obligations hereunder, then, in addition to all other rights and remedies available to the non - defaulting party, the non - defaulting party may suspend performance and observance of any or all its obligations under this Agreement, without liability, until the other party's default is remedied, provided however that this Section will not permit Client to suspend its obligation to make any payments due for Products or Services that are unrelated to any default alleged against Active. 6.3 Return of Materials. In the event of termination of this Agreement for any reason whatsoever, Client will immediately (i) return to Active all physical copies of Products delivered by Active to Client or otherwise in Client's possession or control, or (ii) if expressly permitted by Active, destroy all physical copies of the Products not returned to Active and delete all electronic copies of the Products from its systems and certify in writing to Active that such actions have all been completed. 7. AUDIT AND MONITORING RIGHTS Active may, upon a minimum of seventy -two (72) hours written notice to Client, attend upon Client's premises and verify that the Products are being used only as permitted hereby. Such inspections shall be limited to a maximum of twice per calendar year, and will be performed only during Client's regular business hours and conducted in a manner as to minimize, to the extent reasonable, interference with Client's business. Further, Active may, using automatic means which do not interfere with the use of the Products by Client or Users other than as described in this provision, monitor at any time usage of the Products by Client and or its Users including through monitoring of the number of copies of any particular Module(s) in Concurrent Use, S. INTELLECTUAL PROPERTY RIGHTS 8.1 Warranty of Title. Active warrants that it has all rights necessary to make the grant of license herein by having all right, title, and interest in and to the Products (other than Third Party Products) or as licensee of all such rights from the owner thereof. 8.2 Intellectual Property. Active and its licensors shall retain all right, title, and interest in and to the Products and the results of the Services and to all software, trademarks, service marks, logos, and trade names and other worldwide proprietary rights related thereto ( "Intellectual Property "). Client shall use the Intellectual Property only as provided by Active, and shall not alter the Intellectual Property in any way, or act or permit action in any way that would impair Active's or its licensors' rights in its Intellectual Property. Client acknowledges that its use of the Intellectual Property shall not create in Client or any other person any right, title, or interest in or to such Intellectual Property. Any goodwill accruing from the use of the Intellectual Property shall inure solely to the benefit of Active or its licensors, as applicable. INDEMNIFICATI ®N (a) Each party (the "Indemnifying Party ") shall defend, settle, and pay damages (including reasonable attorneys' fees) ( "Damages ") relating to any third party claim, demand, cause of action or proceedings (whether threatened, asserted, or filed) ( "Claims ") against the other party hereto (the "Indemnified Party ") to the extent that such Claim is based upon provision, by the Indemnifying Party, of materials, products, or services as part of such party's obligations hereunder that infringe the intellectual property rights of any third party provided that such materials, products, or services are used in accordance with this Agreement. (b) If any Claim that Active is obligated to defend, settle, and pay damages to Client under this Section 9(a) has occurred or, in Active's opinion, is likely to occur, Active may, at its option and expense either (1) obtain for Client the right to continue to use the applicable Software, (2) replace or modify the Software so it becomes non - infringing, without materially adversely affecting the Software's specified functionality, or (3) if (1) or (2) are not readily available after using reasonable commercial efforts or, if neither of the foregoing options is commercially reasonable, refund a pro - rata portion of the fees paid by Client based on its lost use and terminate this Agreement. Active shall not be obligated to defend, settle, or pay Damages for any Claims to the extent based on: (i) any Client or third party intellectual property or software incorporated in or combined with the Software where in the absence of such incorporated or combined item, there would not have been infringement, but excluding any third party software or intellectual property incorporated into the Software at Active's discretion; (ii) Software that has been altered or modified by Client, by any third party or by Active at the request of Client (where Active had no discretion as to the implementation of modifications to the Software or documentation directed by Client), where in the absence of such alteration or modification the Software would not be infringing; or (iii) use of any version of the Software with respect to which Active has made available a non - infringing updated, revised or repaired subsequent version or other applicable update, patch or fix. Last revised October 4, 2013 (c) Client agrees to defend, settle, and pay Damages relating to Claims to the extent based on Client's or any of its User's breach of Section 5. (d) Indemnification Claims Procedure. Each party's obligations under this Section are conditioned upon (1) prompt written notice of the existence of a Claim, provided that a failure of prompt notification shall not relieve the Indemnifying Party of liability hereunder except to the extent that defenses to such Claim are materially impaired by such failure of prompt notification; (2) sole control over the defense or settlement of such Claim by the Indemnifying Party; and (3) the provision of assistance by the Indemnified Party at the Indemnifying Party's request to the extent reasonably necessary for the defense of such Claim. (e) For the purposes of this Section 9, reference to Active shall also include its suppliers and licensors. (f) Notwithstanding the foregoing, Client shall not be bound by the terms of this Section 9 to the extent precluded by applicable law (e.g., sovereign immunity of a governmental entity). MWEIDMIR 10.1 Entire Agreement. This Agreement, including all attachments and referenced Appendices, Schedules and exhibits, constitutes the complete and exclusive statement of the agreement between Active and Client with respect to the subject matter hereof. It supersedes and replaces all oral or written RFPs, proposals, prior agreements, and other prior or contemporaneous communications between the parties concerning the subject matter of this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties, except that Active may fill future purchase or other orders for further goods or services available under this Agreement and, if Active does so, the provisions of this Agreement will contain the only commercial terms applicable to such transaction despite such purchase or other order stating otherwise. Any addendum attached hereto shall form an integral part of this Agreement and, in the event of any inconsistency between this Agreement and any addendum, the provisions of the addendum shall prevail; provided however, in the case of indemnification, limitations of liability, and confidentiality obligations, this Agreement shall always control. Any `click -wrap' agreement, terms of use, electronic acceptance or other terms and conditions which attempt to govern the subject matter of this Agreement that either party might be required to acknowledge or accept before entering into this Agreement are of no force and effect as between Client and Active and are superseded by this Agreement. 10.2 Force Majeure. Dates or times by which either party is required to perform under this Agreement, excepting the payment of any fees or charges due hereunder, will be postponed automatically to the extent that any party is prevented from meeting them by causes beyond its reasonable control, provided such party promptly notifies the other thereof and makes reasonable efforts to perform. 10.3 Notices. All notices and requests in connection with this Agreement will be given to the respective parties in writing and will be deemed given as of the first business day of the notified party following the day the notice is faxed or sent via overnight courier, providing a hard copy acknowledgment of such successful faxed notice transmission or evidence of such couriering, as applicable, is retained. Notice may also be deposited in the mails, postage pre -paid, certified or registered, return receipt requested, and addressed to the parties as indicated on the face of this Agreement or such other address of which the party gives notice in accordance herewith, and receipt of any such notice will be deemed to be effective as of the third business day following such deposit. 10.4 Governing Law. This Agreement shall be governed by the laws of the State of California, without giving effect to the conflict of laws provisions thereof. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement. Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in San Diego County, California. 10.5 Attorney Fees. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees. 10.6 Affiliates. During the term of this Agreement, Client or Client's Affiliates may order additional Products and /or Services from Active or one of Active's Affiliates by entering into a Schedule. In the event that Client or Client's Affiliate enters into a Schedule with Active or an Affiliate of Active, reference in this Agreement to "Client" and "Active" shall mean the respective entity that executed the applicable Schedule. A breach of this Agreement by Active's Affiliate or Client's Affiliate shall not affect the rights, privileges, or obligations of Active or Client, as applicable, or any other Affiliate not in breach of this Agreement. 10.7 Non - Assignability. Neither party may assign its rights or obligations arising out of this Agreement without the other party's prior written consent, except that (i) Active may assign this Agreement to one of its affiliates or in connection with any sale or security interest involving all or substantially all of its assets or any other transaction in which more than fifty percent of its voting securities are transferred; and (ii) Client automatically assigns this Agreement to the purchaser of all or substantially all of Client's assets or equity securities or to any successor by way of any merger, consolidation or other corporate reorganization of Client. In the event that any such assignment is made by Client pursuant to (ii), Client must provide Active with written notice of such event within thirty (30) days of such assignment. Active shall have thirty (30) days from its receipt of such notice to terminate this Agreement without further liability or obligation to Client. 10.8 Term and Survival. The term of this Agreement shall commence on the Effective Date set out on the cover page hereof and shall continue as set forth in Sections 16 or 23.1, as Last revised October 4, 2013 applicable, or until terminated in accordance with Section 6. Sections 1.1, 4, 5.4, 6.3, 8.2, 9, 10, 27.1, and 27.2 of this Agreement, along with all unpaid payment obligations, will survive termination and expiration of this Agreement. 10.9 No Authority to Bind. Neither party shall incur any obligations for or in the name of the other party, or have the authority to bind or obligate the other party. Neither party shall make, issue or authorize any statements (whether oral or written) in contravention of the foregoing. 10.10 Counterparts. This Agreement may be executed in separate counterparts and delivered by facsimile or such other electronic means as are available to the Parties. Such counterparts taken together shall constitute one and the same original document. 10.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions shall remain in full force and effect. 10.12 Cooperative Procurement. Upon consent by Active, this Agreement may be used for permitted cooperative procurement by any public or municipal body, entity, agency or institution. If so authorized, and in order to forego a related entity RFP or similar competitive bidding process, this Agreement may be extended to such other entities indicated above for the procurement of similar products and /or services provided to Client herein and at fees in accordance with this Agreement unless separately negotiated between such other entities and Active. Further related entities participating in a cooperative procurement process shall place their own orders directly with Active and will fully and independently administer their use of this Agreement to include such contractual obligations as those entities and Active deem appropriate without direct administration from the original Client. 10.13 Insurance. Active shall maintain for the duration of this Agreement commercial general liability, business auto, workers' compensation, and professional errors and omissions insurance with limits acceptable to Client. Such insurance shall (a) include Client, its officers, employees, agents, volunteers, and representatives as additional insured; (b) be primary and non - contributory with respect to insurance and self - insurance programs maintained by Client; and (c) contain standard separation of insureds provisions. APPENDIX 1: TERMS APPLICABLE ONLY TO HOSTED SOFTWARE 11. HOSTED SOFTWARE 11.1 Active will provide Client with access to hosted versions of the Products identified in the applicable Schedule and associated Online Services, and Active hereby grants to Client a limited, non - exclusive, non - transferable license to use the Hosted Software in accordance with the applicable documentation. 11.2 Client agrees to receive notifications regarding free product, promotional items, and giveaways at Client's Event(s) or facility(ies), but Client may opt not to receive the items from Active. Client's customers who register for, sign up, or otherwise interact with the Online Services ( "End Users ") may opt -in to receive information, items, or promotions /deals from Active, in which case, Active will be responsible for fulfillment and for providing customer service for any such offers. 11.3 Client acknowledges that Active: (a) does not monitor or police communications or data transmitted through the Hosted Software or Online Services by Client or any third party, or any communications or data transmitted by any third party suppliers through the Hosted Software or Online Services; (b) shall not be responsible for the content of any such communication or transmission; (c) shall have no liability of any kind with respect to any materials or information that Client inputs into or transmits, publishes, or distributes through the Hosted Software or Online Services; and (d) may remove or modify any such communication or transmission deemed offensive for which Active has received more than one complaint. 12. LICENSE AND BRANDING Active hereby grants to Client a limited, non - exclusive, non- transferable license to display, reproduce, distribute, and transmit in digital form Active's name and logo in connection with promotion of the Online Services only in the manner approved of by Active during the term of this Agreement. Client hereby grants to Active a limited non - transferable license to use, display, reproduce, distribute, adapt and transmit in digital or printed form information provided by Client relating to its organization, including its name, trademarks, service marks and logo, in connection with the implementation and promotion of the Online Services; provided, however, that such use shall be as necessary to Active's performance under this Agreement. Client will use reasonable efforts to encourage adoption of the Online Services, including displaying Active's name and logo, in the form supplied by Active from time to time and in a manner approved by Active, in any medium used by Client to promote its programs or services to prospective participants. 13. INFORMATION COLLECTION AND AUTHORIZED USERS Active may collect certain information from individuals as part of a registration process. Client may login to Active's data management system to access this information. Both parties agree to use the collected information in compliance with (i) all applicable laws, rules and regulations, including, without limitation, those governing online privacy and use of credit card data (i.e. using credit card information only for purposes authorized by the cardholder); (ii) applicable Payment Card Industry Data Security Standards; and (iii) Active's privacy policy as published oil its website. Client is solely responsible for the security of its login information, authorization credentials, and similar access information (collectively Last revised October 4, 2013 "Login Information ") and for the use or misuse of such Login Information. Client agrees to only allow access to and use of the Products to its authorized users. Client acknowledges and agrees that Active may provide access to or use of the Software and Services to anyone utilizing Client's Login Information or who is otherwise authorized by Client to use or access the Software and Services on Client's behalf Client is responsible for such users' compliance with the terms and conditions of this Agreement. Active may suspend or terminate any such user's access to the Software and Services upon notice to Client if Active reasonably determines that any such user has violated the terms and conditions of this Agreement or is otherwise using the Products for suspect purposes. Client will immediately either notify Active in writing or disable such user's access if any previously authorized Client user is no longer authorized to use the Login Information or otherwise use or access the Software and Services. Active may rely, without independent verification, on such notice, and Client, inclusive of Client's parent, subsidiary and affiliate entities, as applicable, and each of their respective officers, directors, managers, shareholders, owners, agents, employees, contractors, and representatives covenant not to sue and agree to defend, indemnify, and hold harmless Active for any claims arising from Active providing, denying, suspending, or modifying access to or use of the Software and Services of any individual as directed by Client or by someone who Active reasonably, under the circumstances, believes is authorized to act on behalf of Client. 14. FEES FOR HOSTED SOFTWARE 14.1 Transaction fees. (a) Client shall pay to Active the Hosted Software service fees ( "Service Charge(s) ") as set out in the applicable Schedule. (b) In cases where Active's banking or financial partners or similar service providers impose changes in processing costs payable by Active, Active reserves the right to modify Service Charges to reflect such changes. Active further reserves the right to modify the Service Charges once per calendar year, provided that any increase will not exceed ten percent (10 %). Client agrees to such changes unless Client provides Active with written objection to such charges within thirty (30) days from the date such change is implemented. (c) Active will be responsible for collecting all payments processed through the Online Services and all Service Charges assessed by Active. On a bi- weekly basis, unless otherwise set forth in the applicable Schedule, Active will pay Client sums due to Client based on the total registration fees collected, net of Active's Service Charges as set forth in the applicable Schedule and any other deductions provided herein. (d) If Client enters transactions at fee amounts less than those actually charged to Client's Users, thus reducing or avoiding applicable Service Charges, such action shall constitute a material breach of this Agreement. (e) Active shall not be responsible for processing or malting any refunds, In the event Client initiates a refund, a fee may be charged by Active to Client as set out in the applicable Schedule. Active may set off against user fees collected by Active to the amount of any credit card chargebacks and associated fees applicable to user transactions and to reimburse itself for any overdue fees owed to Active by Client. To the extent that such funds are not available for set off, Client shall promptly reimburse Active for any deficiency. (P) in the event Client is entering into this Agreement and using the Hosted Software for the benefit of a third -party event or organization ( "Third Party Beneficiary "), Client agrees that Active may send fees collected by Active directly to the Third Party Beneficiary. (g) All fees described in the applicable Schedule are in consideration of the Software and Services that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agrees not to impose such a surcharge on any End User. 14.2 Subscription fees. To the extent set forth in the applicable Schedule, Client shall pay to Active the Hosted Software subscription fees ( "Subscription Fees ") for the term of this Agreement established in Section 16 below. Client will be invoiced for their first year Subscription Fees upon the first live operational use of the Hosted Software ( "Go -Live Date "), with subsequent annual Subscription Fees being invoiced upon each anniversary of Go -Live Date. Payment will be made Net thirty (30) days from invoice date. 1s. EXCLUSIVITY FOR HOSTED SOFTWARE. During the term of this Agreement, Active will be the sole and exclusive provider of registration and other services similar to the Hosted Software provided to Client hereunder for the events or transactions for which Client is using Active's Software and Services. 16. TERM FOR HOSTED SOFTWARE Unless otherwise provided in the applicable Schedule, Active shall provide to Client, and Client shall license from Active, the Hosted Software commencing on the Effective Date of this Agreement, and remaining in full force for the term of this Agreement, as defined in Section 10.8, APPENDIX 2: TERMS APPLICABLE ONLY TO LICENSED SOFTWARE AND ASSOCIATED SUPPORT AND MAINTENANCE SERVICES 17. ACCESS TO SYSTEM AND OTHER CLIENT OBLIGATIONS 17.1 Access. Client will provide, at no cost to Active: Last revised October 4, 2013 (a) subject to the security requirements of Client, 24 -how' access to Client's system via either an always - available telephone circuit or an always available internet connection to enable Active or its designated representative to perform any of the obligations placed upon Active by this Agreement; and (b) subject to the security requirements of Client, remote dial up /nnternet access methods approved by Active to allow Active to remotely diagnose and correct errors in the Licensed Software and provide other Services. 172 Client Obligations, Without limiting any of Client's other obligations under this Agreement, Client will: (a) use its best efforts to upgrade to any new Release or Version of the Licensed Software as soon as possible after becoming aware of its availability; (b) ensure that at all times at least one current staff person of Client has been fully trained on the Licensed Software; and (c) designate by written notice a single site and single person as the point of contact for telephone or other contact, which site and /or person Client may change upon fourteen (14) days prior notice to Active, 18. GRANT OF LICENSES AND LIMITATIONS THEREON 18.1 Active hereby grants to Client a non - exclusive and non - transferable right and license, subject to this Agreement, to install and /or use the Licensed Software, in the manner and for the term stated in the applicable Schedule and Active provided and related written user documentation as follows: (a) Workstation -Based Modules. In respect of each Workstation -based core Module and each Workstation -based add-on Module, Client may install and use each Module on Workstations to access the Enterprise Database on the Database Server, provided that the number of copies of any particular Module in use does not exceed the number of licenses granted to Client therefor as set out in the applicable Schedule. (b) Server -based Add -on Modules. Client may install and use each server -based Module on as many Workstations as is desired by Client, and Client may use and permit use of such Modules by its clients, all without limit to the number of Users or transactions which simultaneously use any such Module, provided however that: (t) in respect of each TeleReg and Voice Server Module, Client may install one copy of each Module on one IVR Server, provided that the number of copies of any particular Module in use does not exceed the number of licenses granted to Client therefor as set out in the applicable Schedule, and all such Modules together may be in Concurrent Use not to exceed the number of licenses granted to Client for TeleReg Lines Modules as set out in the applicable Schedule; and (li) in respect of each Payment Server Module, such Modules may be in Concurrent Use not to exceed the number of licenses granted to Client for Point of Sale Modules as set out in the applicable Schedule. (c) Server -based On -line (Internet) Modules. In respect of each Server -based On -line (Internet) Module, Client may: (I) install one copy of each Module on one Internet server, provided that the number of copies of the Module in use does not exceed the number of licenses granted to Client therefor as set out in the applicable Schedule; and (II) subject to Section 18(d), permit Users to access and use such Modules to access the Database Server via Internet Clients connecting via a licensed Internet Server, and all such Modules together may be in Concurrent Use not to exceed the number of licenses granted to Client for Online Client Access Modules as set out in the applicable Schedule multiplied by twenty -five (25). (d) Cumulative Workstation -based Modules. In respect of each Cumulative Workstation -based Module, Client may: (1) install one copy of each Module on a single Workstation for each license granted to Client therefor as set out in the applicable Schedule; and (ii) permit Users using such licensed Workstation(s) to use such Module(s) provided, for greater certainty, that the Modules may be in Concurrent Use not to exceed the number of licenses granted to Client therefor as set out in the applicable Schedule. (e) Client hereby acknowledges that the mechanism utilized by the Licensed Software to control the number of Users or Online Client Access which can simultaneously access and use Server -based On -line (Internet) Modules is based upon the number of Users who have at any time logged into Client's computer network using their passwords, such that any User so logged into such network in a manner that would automatically enable the User to access and use such Modules will reduce by one the number of Users able to simultaneously access those Modules, regardless of whether or not such User is in fact accessing or using any such Module. Client hereby waives any claim, and releases Active from any such claim and from any losses or damages Client suffers in relation thereto, in connection with the inability of Users to simultaneously access such Modules where such inability is the result of inactive logged -in Users absorbing available login access. 18.2 Additional Copies. Client will not make any copies of the Licensed Software except as necessary for the installation permitted hereby and except for: (a) copies of each Module licensed hereunder for training and testing purposes, and Last revised October 4, 2013 (r (b) for backup purposes, provided that all electronic copies made include screen displays of Active's proprietary or intellectual property notices as recorded on the original copy provided by Active and Client affixes a label to each disk, reel, or other housing for the medium on which each physical copy is recorded setting out the same proprietary and intellectual property notices as appear on the unit of Licensed Software from which the copy is made in the same manner as those notices appear on that original copy. 19. LICENSED SOFTWARE FEES 19.1 In respect of each Module, Client shall pay to Active all applicable Licensed Software fees listed in the applicable Schedule upon delivery (as defined in Section 2.3) of the Licensed Software, 20. MAINTENANCE SERVICES AND LIMITED WARRANTY 20.1 Active will develop new Releases and new Versions of Licensed Software in accordance with the procedures and other particulars set out in the Support and Maintenance Handbook attached as Exhibit B. 20.2 Provided that Client continues to subscribe for Support and Maintenance in respect of a particular Licensed Software Product, Active will provide to Client, either in physical form by mail or courier or in electronic form via the Internet, new Releases and Versions (and appropriate documentation) for such Licensed Software Products on a when- and -if- available basis, 20.3 Limited Warranty of Software. Active warrants that when utilized by Client in a manner authorized hereunder, the Licensed Software will conform to the functional specifications set out in the user documentation accompanying the Software for ninety (90) days from delivery of the Licensed Software ( "Warranty Period "). Active's sole obligation and liability hereunder with respect to any failure to so perform will be to use reasonable efforts to remedy any non - conformity which is reported to Active in writing by Client within that Warranty Period. In the event Active is unable to remedy such non - conformity within a reasonable time using reasonable efforts, Active may refund to Client the license fee pertaining to the Licensed Software, subject to Client's return of the Licensed Software, and this Agreement will be automatically terminated. All warranty service will be performed at service locations designated by Active. This limited warranty is void if failure of the Licensed Software has resulted from accident, abuse or misapplication. Any replacement Licensed Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. 21. EXCLUDED SUPPLIES AND SERVICES Without limitation, the following supplies and services are excluded from Support and Maintenance: (a) Services which are required to remedy problems that stem from changes to or defects in system configuration upon which the Licensed Software was initially installed; (b) Services which are required to remedy problems which do not stem from any defect in Licensed Software; (c) Services which are required to remedy problems caused by lack of training of Client's personnel or improper treatment or use of the Licensed Software; (d) Full report customization service; (e) Any and all hardware support, maintenance or troubleshooting issues, except as described in Section 26 regardless of the source of such hardware. 22. FEES FOR SUPPORT AND MAINTENANCE 22.1 Support and Maintenance services begin for all Licensed Software listed in the applicable Schedule on the Support and Maintenance Start Date. The cost for Support and Maintenance services is payable annually in advance and is due in its entirety thirty (30) days from date of Active's delivered invoice. Client may elect to specify a preferred alternate Support Renewal Date by so notifying Active in writing. If an alternate preferred Support Renewal Date is specified, the cost of Support and Maintenance will be prorated from the anniversary of the Support and Maintenance Start Date to the specified Support Renewal Date. Thereafter, the Support and Maintenance fee is payable in advance on every annual anniversary of the Support and Maintenance Start Date or, if there is a Support Renewal Date, every anniversary of the Support Renewal Date (the applicable anniversary being the "Support Renewal Date "). Active will provide invoices to Client for all such amounts, such invoices due on the later of (a) the Support and Maintenance Start Date or applicable Support Renewal Date, as applicable, and (b) thirty (30) days from the date of the invoice. 22.2 For the first year of this Agreement commencing with the Effective Date, Support and Maintenance pricing shall be equal to twenty -five percent (25 %) of the gross software license fees. Support and Maintenance pricing for all successive years shall be equal to twenty -five percent (25 %) of the gross software license pricing charged by Active for equivalent software as of the date of each such renewal year, provided, however, that any increase in Active's annual Support and Maintenance pricing for any renewal year shall not exceed ten percent (10 %) of the renewal fees charged in the prior year. Any additional software licensed to Client by Active will increase the total gross software license fees upon which Maintenance and Support pricing is based. Active will provide invoices to Client for renewal fees up to sixty (60) days prior to expiration of each term. 22.3 The Support and Maintenance fees identified in the applicable Schedule are applicable only upon the date of entry into this Agreement, and are subject to change thereafter in accordance with this Agreement's terms. Last revised October 4, 2013 10 22.4 In consideration of the Support and Maintenance provided hereunder, Client agrees to pay Active the fees described in the applicable Schedule, as modified explicitly pursuant to this Agreement. In the event Client requires Support and Maintenance for additional Licensed Software, Client agrees to pay Active the additional Support and Maintenance fees applicable based upon the fees then in effect, prorated from the date of agreement to acquire such services to the Support Renewal Date, 22.5 Unless the applicable Schedule indicates otherwise, the fees charged hereunder are applicable to Support and Maintenance of Licensed Software used with respect to only a single database of Client data. If Client, after entering this Agreement, places in service one or more additional databases to be used in relation to the Licensed Software, then for each such additional database, an additional 25% of all gross Licensed Software fees due, exclusive of such extra database fees, will be payable hereunder for Support and Maintenance. Client will notify Active as soon as reasonably possible of the installation or use of any such additional database(s). 22.6 Active may terminate and suspend performance of all Support and Maintenance if Client fails to pay any past due Active invoice within thirty (30) days of written notice of such failure, in the event of any other material breach by Client which remains uncured thirty (30) days after notice thereof or if any of the Licensed Software ceases to be subject of a valid software license agreement. 22.7 If at any time after Client has initially licensed any of the Licensed Software from Active, Client's right to receive Support and Maintenance, or comparable services, from Active under this Agreement or a comparable agreement has lapsed for any reason whatsoever, voluntarily or otherwise, and Client wishes to receive Support and Maintenance from Active, Client will pay to Active, prior to re- instatement of Support and Maintenance services a reinstatement fee equal to the administrative costs associated with reinstatement of the Client with Active. 23. TERM FOR SUPPORT AND MAINTENANCE 23.1 Term. Active shall provide to Client, and Client shall purchase from Active, Support and Maintenance for the term of this Agreement, as defined in Section 10.8, APPENDIX 3: TERMS APPLICABLE ONLY TO THIRD PARTY PRODUCTS AND SERVICES 24. PURCHASE AND SALE; DELIVERY 24.1 Purchase Commitment and Price. Active hereby agrees to sell to Client, and Client hereby agrees to purchase from Active, the Third Party Products listed in a Schedule in the volumes and at the prices described therein. 24.2 Delivery. Active will ship all or any part of the Third Party Products to Client as soon as reasonably practicable (or, if the below- described purchase order documentation does not seek immediate shipping, at the time Active considers reasonable in order to meet the desired delivery date described) after receipt by Active of a purchase order from Client specifying the particular Third Party Products sought, the number of such Third Party Products sought, the price payable therefor, and the desired date and location of delivery thereof. Any such purchase order must, at a minimum, reference quantity, description and price. 24.3 Changes by Client to Delivery Schedule. Following delivery by Client of any purchase order documentation described in Section 24.2, no changes by Client to the shipment schedule described therein will be permitted unless Active is notified thereof in writing at least ninety (90) days in advance of the delivery date sought in such purchase order documentation. 24.4 Acceptance of Purchase Orders. Purchase orders delivered by Client to Active in respect of Third Party Products are not binding upon Active until accepted by Active in writing. In any case, despite any indication to the contrary contained in any such purchase order documentation, no terms or conditions on purchase order documentation issued by Client, other than the information required by Active as set forth expressly in this Agreement, will be binding upon Active, nor will any such terms or conditions modify or supplement this Agreement in any way, notwithstanding the fact that Active may accept or otherwise approve such purchase orders. Active reserves the right to refuse any such purchase order for any reason not contrary to this Agreement, including without limitation pricing differences as described in Section 25.2. 24.5 Additional Third Party Products. Client may purchase Third Party Products in addition to those listed in a Schedule by issuing additional purchase order documentation as described herein, provided that the supply (or non - supply) of such additional Third Party Products will be subject to this Agreement as though such additional Third Party Products had been included in a Schedule on the date of execution of such Schedule subject to the following: (a) the price for such additional Third Parry Products is subject to agreement between the parties each in their own absolute discretion, and (b) Active shall have the right to discontinue delivery of such additional Third Party Products upon at least ninety (90) days written notice to Client without any liability to Client whatsoever for such discontinuance. 25. CHARGES AND PAYMENTS 25.1 Prices. The pricing applicable to Third Party Products is as set out in the applicable Schedule in the form finally agreed to by the parties. 25.2 Pricing Variability. Client acknowledges that: (a) the prices described in a Schedule are applicable for six (6) months after the date of execution hereof, and such prices are based upon Client taking delivery of the full number Last revised October 4, 2013 of any particular Third Party Product listed in the applicable Schedule in a single shipment; and (b) Client hereby agrees that after the expiry of such initial six -month period or, in case of Client seeking, in a particular shipment, delivery of less than all of the Third Party Products of a particular type listed a Schedule, the actual prices may be higher. Prior to shipment of any Third Party Products that would be subject to pricing that differs from that described in the applicable Schedule, Active will notify Client of any such different pricing and Client will accept such different pricing, as mutually agreed between Client and Active, in writing. 26. SUPPORT FOR THIRD PARTY PRODUCTS For the purpose of isolating support issues and responsibility in respect of Third Party Products and their interaction with any Products, Active will provide initial first -tier support, to a maximum of fifteen (15) minutes per support inquiry, for Third Party Products, as further specified in the Support and Maintenance Handbook. 27. PROPRIETARY RIGHTS 27.1 Third Party Proprietary Rights and Indemnity by Client. Client acknowledges that any Third Party Products supplied by Active hereunder are supplied by Active as a reseller thereof and that the Third Party Products are subject to the intellectual property rights of the various third party developers and/or manufacturers thereof, as applicable, including without limitation copyright, trade secret, trademark, and patent rights. Client will maintain in confidence and not use or disclose any and all confidential business or technical information connected with any Third Party Product except as specifically permitted by a party having legal control of such rights, and Client will defend, indemnify and hold harmless Active for any claim based on an allegation that any Third Party Product provided to Client hereunder has been installed, used, or otherwise treated by Client or any client or customer of Client in violation of the proprietary rights of any third party or on an allegation that Client or any client or customer of Client has disclosed or used any confidential business or technical information connected with any Third Party Product. 27.2 Additional Terms. Client acknowledges that the possession, installation and use of Third Party Products may be subject to additional terms and conditions accompanying such Third Party Products at the time of delivery, 28. WARRANTY 28.1 Warranty. Active warrants to Client that Active has the right to deliver the Third Party Products subject to any documentation accompanying such Third Party Products at the time of delivery and/or any licensing mechanisms, physical, electronic or otherwise, included in any Third Party Products that are software. 28.2 Warranties Provided by Third Party Suppliers. Third Party Products are warranted by the manufacturers, suppliers or licensors thereof in accordance with the warranty statements accompanying delivery of the Third Party Products, and Client agrees that Client will rely solely on such Third Party Product warranties. Client agrees not to make a claim against Active on account of any warranty, express or implied, which may apply to any Third Party Product. If Client notifies Active of a defect or nonconformity within thirty (30) days of the date of delivery of such Third Party Product, Active will assist Client in troubleshooting such Third Party Product in accordance with Section 26. If such defect or nonconformity cannot be remedied during such troubleshooting and such Third Party Product is still under the Last revised October 4, 2013 12 Third Party Product warranty, Active shall contact the applicable manufacturer, supplier or licensor of such Third Party Product to coordinate any returns or refunds. If a notice of a defect or nonconformity is received by Active from Client of the defect or nonconformity following the initial the 30 -day period, Active's sole obligation and liability will be to provide support in accordance with Section 26. Returns and refunds are at the sole discretion of the applicable manufacturer, supplier or licensor. Active Network rvrr€�w� MARIA D. IZAR Clerk of the Council APPROVED AS TO FORM: SONIA CARVALHO CITY ATTORNEY Funk i ssstant City Attorney (Note: vendor's signature appears on page 1) CITY OF SANTA ANA l DAVID CAVAZOS City Manager APPROVED AS TO CONTENT: A2, GERARDO MO Executive Direct Commmity Sery 13 Recreation & ACTIVE Contact Infa: 717 N. Hanxocd Sweet Gallas, TX 75201 United States Phone: 469 -291 -0300 Option 4 -Fax: 469333 -3940 Questions? Email us a<ActiveARgiaUt mm ail] Tp: C1Tf OF SANTA ANA Am- Accounts payable PO BOX 1988 M -23 SANTA ANA, CA 92702 United Sttes SCHEDULE Invoice CITY OF SANTA ANA Cust # Invoice # Invoice Date Customer PO # _0.__ __.. _.... _..._. ' 1614 ' 4100091200. (13- ]UN' -IS Ship To: CITY OF SANTA ANA Atuu PO BOX 1988 M -23 SANTA ANA, CA 92702 United States Sales Person _ Service Contract # Deal Id _Teams Due Date Transacti n Type Curr lWmRenewel SC4100D03774 -4 30 NET 03- 31JL,SS INYdNC COM SOL USB Ln.. Item # -.... DescAptign Covered Qty Unit Price Amount (rmaaexxyxuxeawl! Class - Maintenance & Support Renewal Regtz ,&ort iNxludes Rex . I 70719MR Reg) - per werkstadon 11.00 5515 6,063.75 2 Reserr,fions (includes .. .. Ckn;s -Main 70721MR PerawwkstaupnctRanewal- 70D 55125 1858.75 lk 3 70634IR Class- Maintenance 1, 9uPpen Rena:wal Caystal Reports - LAD 165.38 16530 _ Class Mantenance&SuppetRenewal Srmhure4nk(Deskmp... 4 70667MR Pu6Tuhing Integratron) - per sarve, 1.01) 615,60. 615,GO Class - Maintenance& Support Renewal - Multi€ngual - Foram Desk- 5 70708MR per uaekstation L00 157.56 157.50 Sub- kotal: 10,360.98 Tax Total: 0.00 Invoice Total: 10,860.98. Please pay this Amosmt: Balance Due: 14,8130.98 Notes: Yearly Installment I of 1 Please Remit Check Payment to our Lockbox: TO PAY BY CREDIT CARD OR ACH, OR TO SET UP RECURRING PAYMENT, PLEASE CONTACT US AT AcdveARD cdi .c. PLEASE BE SURE TO INCLUDE AC 1110VS INVOICE. NUMBER ON YOUR REMITTANCE E EXHIBIT A SERVICES EXHIBIT INTENTIONALLY LEFT BLANK EXHIBIT B MAINTENANCE EXHIBIT SUPPORT AND MAINTENANCE The following supplies and services are included in Support and Maintenance: • Unlimited technical support between 5:00am and 6:00pm Pacific Time, Monday through Friday via telephone (800.663.4991), email or web portal ( http:/ /support.dieactivenetworlc.com) • Unlimited phone support for System Down issues on a 24 hours x 7 days a week basis, provided that: o If self - hosted, the site must have remote access and Internet email capability for extended support hours o Support calls placed during extended support hours must be placed by an authorized contact person o The type of support call is an urgent issue that includes site down, revenue impacting, or customer facing issues that have no reasonable work - around Access to Active's secure customer care web portal, discussion forums, knowledgebase and online training materials • Regular documentation and communication • Support also includes, if such assistance can be provided in 15 minutes or less: Assistance troubleshooting Third Party Products (e.g., Crystal Reports, Citrix client) o Assistance to isolate and /or troubleshoot difficulties resulting from sources other than Active Network products and services, such as: • General network/internet support (e.g., network access, printing, interact access) • PC hardware troubleshooting • PC setup, configuration and optimization • Network operating system configuration and functionality • Basic Microsoft Windows functionality (i.e. Windows Explorer or Internet Explorer) • Loss of supervisor or other password SUPPORT AND MAINTENANCE FOR HOSTED CUSTOMERS The following supplies and services are included in Support and Maintenance: • Installation of new Software releases • Monitoring of connectivity and critical functionality at all times (24hr x 365 days /year) by skilled personnel using an extensive series of automated probes from multiple locations • Response to site- down/critical issues within one hour, with reasonable efforts to advise your organization of the current status and expected resolution time • Service agreements between Active and critical vendors essential to the continuing successful operation of the hosted environment • Scheduled maintenance to increase performance, fix defects or update applications, with reasonable efforts to notify your organization of scheduled maintenance times and potential impacts to service Urgent maintenance (done to correct network, hardware or Software issues that are likely to cause significant service disruption and that require immediate action), which may temporarily degrade service or cause outages. Active may undertake urgent maintenance at any time deemed necessary and shall provide status updates to your organization as soon as possible. SUPPORT ISSUE PRIORITIES AND TIMELINES TICKET RESOLUTION TARGETS • New support incidents are assigned one of the following levels, each with its respective standard ticket resolution target: Call Description Standard Priority Level Completion Target Priority 1 — Fatal issues that result in the customer's inability to ftilfill 1 business Day System Outage critical business functions (i.e., those pertaining to core functionality such as processing registrations, memberships, rentals) and that have no reasonable work -around Priority 2 — Serious issues significantly impacting use of the system but 2 business day High Business do not prevent core functions from being fulfilled (i.e., Impact Customer cannot perform critical business functions; Customer experiences severe site degradation) Priority 3 — All other issues, except those classified as low; (e.g., how -to 3 business days Medium questions, reporting /reconciliation issues, general questions, Business work around options) Impact Priority 4 — Issues that are not time - sensitive or may be undertaken as None Low Business customer service initiatives outside the scope of this Im act Agreement (i.e„ feature requests or low priority questions) Guaranteed For clients licensing Hosted Software 99% Uptime SERVICES NOT INCLUDED The following supplies and services are excluded from Support and Maintenance: • Services required to remedy problems that stem from changes to or defects in system configuration upon which the Software was originally installed • Services required to remedy problems which do not stem from any defect in the Software • Services required to remedy problems caused by lack of training of Client's personnel • Improper treatment or use of the Software • Onsite or remote training services • Full report customization service • Database - specific services or assistance actisreNETWORK RESTRICTIONS The following actions will void Active's obligations under this Support and Maintenance Handbook: • The use of any other application that modifies data in the database, whether created by you or otherwise • The use or creation of third party applications that work in connection with Active's application or application database without prior written notification and consent from Active HOLIDAY HOURS (US AND CANADA) Holiday Open with reduced staff Closed New Year's Day (January 1st) ✓ Martin Luther King Day (3rd Monday in January) ✓ President's Day (3rd Monday in February) ✓ Good Friday (Friday before Easter) ✓ Victoria Day (3rd Monday in May) ✓ Memorial Day (Last Monday in May) ✓ Canada Day (July 1 st) ✓ Independence Day (July 4th) ✓ Civic holiday (1st Monday in August) ✓ Labor Day (1st Monday in September) ✓ Canadian Thanksgiving/Columbus Day (2nd Monday in October) ✓ Remembrance Day /Veteran's Day (November 11th) ✓ US Thanksgiving (4th Thursday in November) ✓ Day after US Thanksgiving (4th Friday in November) ✓ Christmas Day (Dec. 25th) Boxing Day (December 26th) ✓ New Year's Eve (December 31st) ✓ ,ac"RH CERTIFICATE OF LIABILITY INSURANCE 111,,.� 6/1/2016 DATEwmloDNYYY) 1 6/11/2015 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 INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers, LLC CaN Ac N ME: CA License #01715767 Two Embaroadero Center, Suite 1700 San Francisco CA 94111 PHONE A le Eal. - AIC No: a A13DRRSSI INSURERS AFFORDING COVERAGE HAIG9 (415) 568 -4000 INSURER A: National Fire Insurance Co of Hartford 20478 6/1/2015 INSURED ACTIVE, Network, Tile. INSURER B: The Confinontal Insurance Com2any 35289 INSURER C $ 1,000.000 1397685 717 Noth Harwood St, Suite 2500 INSURER o CLAIMSMADE X OCCUR Dallas TX 75201 INauRERE: 19U ERF; X MED EXP (AnV one persorn COVERAGES 1084882 CERTIFICATE NUMBER: 13529467 REVISION NUMBER: XXXXXXX 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 ADDLSUBR POLICY NUMBER POLICY EFF MMIDnNYYY POLICY EXP MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y N 6016940273 6/1/2015 6/112OL6 EACH OCCURRENCE a 1000,000 PREMSES(Ea00 range $ 1,000.000 CLAIMSMADE X OCCUR X MED EXP (AnV one persorn $ 15,000 Host Liquor Liab. Included PERSONAL A ADV INJURY $ 1,000,000 GENT XI I AGGREGATE UNIT APIPUBS PER: POLICY 'j JECT LOC OTHER GENERAL AGGREGATE L2-000.000 PRODUCTS - COMP /OP AGG s 2 0 $ B AUTOMOBILE LIABILITY N N 6016940239 6/112015 6/1/2016 Ea accident $ 1,000,000 X BODILY INJURY (Per peraw) $ r XXX] X ANY AUTO A O SCHEDULED AUTOS AUTOS H REDAUTOB AUT OVdNED BODILY INJURY Paraccidenl XXXXXXX PROPERTY DAMAGE $XXXXXXX X $ XXXXXXX Comp $500 1 X I Coll $500 UMaRELLALIAB OCCUR NOTAPPLICABLE EACH OCCURRENCE a XX"xXxx EXCESS LIAa CLAIMS -MADE AGGREGATE 6 X)( DED I I RETENTION$ $ J(}� B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY OPFICERIMEMER EXCLUDED ?ECUTIVE FN NA N 6016940256 6/l/2015 6/1/2016 - X I STATUTE Eft E.L. EACH ACCIDENT $ La.1000 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 (Mandatory In NH) Ifrya describe under DESCRIPTION OF OPERATIONS below E DISEASE - POLICY LIMIT 4 1 000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Scheduler may be aaachatl if mom space is required) RE: City of Santa Ana, its officers, agents and employees are Additional Insured tytiI vJdent provided by the policy languago or endorsement issued or approved by the insurance carrier, Insurance provided to Additional Insureds) is primary @nlb�hh�4..00mrlbutory as per the attached endorsements or policy language. a� 13529467 City of Santa Ana Attn: PRCSA 20 Civic, Center Plaza, M -23 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. ACORD 26 (2014101) The ACORD name and logo are registered marks of ACORD CNA G- 144294 -C99 (Ed. 12106) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. TECHNOLOGY GENERAL LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Coverage Part. 1. ADDITIONAL INSURED - BLANKET VENDORS WHO IS AN INSURED (Section II) is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "properly damage" arising out of "your products" which are distributed or sold in the regular course of the vendors 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 vendors 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 Attachment Code: D509349 Certificate ID: 13529467 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 Subparagraphs d. or f.; or (2) 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. 3. This provision 1, does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Coverage Part. 4. This provision 1, does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Coverage Part or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be, 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal injury and advertising injury," but only the following . X911,11 Page 1 of 6 additional insureds is limited as provided herein: Additional Insured - "Your Work" That person or organization for whom you do work is an additional insured solely for liability due to your negligence specifically resulting from "your work" for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this paragraph. 2.a., does not apply to "bodily injury" or "property damage" arising out of the "products- completed operations hazard" unless: (a) It is required by the written contract orwritten agreement; and (b) "Bodily injury" or "property damage" included within the "products- completed operations hazard" is not excluded either by the provisions of the Coverage Part or by endorsement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (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 premises you own, rent, or control and to which the insurance applies: Attachment Code: D509349 Certificate ID: 13529467 (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (2) 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. This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their ability 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 such additional insured, d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease or be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as Page 2 of 6 mortgagee, assignee, or receiver and arising out of the Any insurance provided to an additional insured ownership, maintenance, or use of a premises by you. designated under paragraphs b. through h. above does (1) Any "occurrence" which takes place after you cease not apply to "bodily injury" or "property damage" included This insurance does not apply to structural alterations, within the "products- completed operations hazard." new construction or demolition operations performed by As respects the coverage provided under this or for such additional insured. endorsement, Paragraph 4.b. SECTION IV - f. Owners /Other Interests - Land Is Leased An owner or other interest from whom land has been COMMERCIAL GENERAL LIABILITY CONDITIONS is leased by you but only with respect to liability arising out deleted and replaced with the following: of the ownership, maintenance or use of that specific part 4. Other Insurance of the land leased to you and subject to the following and noncontributing with this insurance. additional exclusions: b. Excess Insurance This insurance does not apply to: This insurance is excess over: Any other insurance naming the additional insured as an (1) Any "occurrence" which takes place after you cease insured whether primary, excess, contingent or on any to lease that land; or other basis unless a written contract or agreement (2) Structural alterations, new construction or demolition specifically requires that this insurance be either primary operations performed by or on behalf of such or primary and noncontributing. Where required by additional insured. written contract or agreement, we will consider any other Insurance maintained by the additional Insured for injury g. Co -owner of Insured Premises or damage covered by this endorsement to be excess and noncontributing with this insurance. A co -owner of a premises co -owned by you and covered under this insurance but only with respect to the co- owners liability as co -owner of such premises. In. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury, "property damage," or "personal and advertising injury" arising out of the sole negligence of such additional insured. Attachment Code: D509349 Certificate ID: 13529467 3. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Paragraph 3.a, of Section II - Who is An Insured is deleted and replaced by the following: Coverage under this provision is afforded only until the end of the policy period or the next anniversary of this policy's effective date after you acquire or form the organization, whichever is earlier. 4. JOINT VENTURES/ PARTNERSHIP/ LIMITED LIABILITY COMPANY COVERAGE A. The following is added to Section II - Who is An Insured: 4. You are an insured when you had an interest in a joint venture, partnership or limited liability company which terminated or ended priorto or during this policy period but only to the extent of your interest in such joint venture, partnership or limited liability company. This coverage does not apply: a. Prior to the termination date of any joint venture, partnership or limited liability company; or b. If there is other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. edb� k Page 3 of 8 �\\� P� 'Li `�\. p�G B. The last paragraph of Section II -Who Is An Insured is h. Discrimination or humiliation that results In Injury to the deleted and replaced by the following: feelings or reputation of a natural person, but only if such discrimination or humiliation is: Except as provided in 4. above, 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. 5. PARTNERSHIP OR JOINT VENTURES Paragraph 1.1p. of Section II - Who Is An Insured is deleted and replaced by the following: b. A partnership (including a limited liability partnership) orjolnt venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. 6. EMPLOYEES AS INSUREDS - HEALTH CARE SERVICES For other than a physician, paragraph 2.a.(1)(d) of Section II - Who Is An Insured does not apply with respect to professional health care services provided in the course of employment by you. 7. PROPERTY DAMAGE - PATTERNS, MOLDS AND DIES Paragraphs (3) and (4) of Exclusion j. Damage to Property of SECTION I - EXCLUSIONS do not apply to patterns, molds or dies in the care, custody or control of the insured if the patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to PROPERTY DAMAGE - PATTERNS, MOLDS AND DIES and is included within the General Aggregate Limit as described in SECTION III - LIMITS OF INSURANCE. The insurance afforded by this provision 7. is excess over any valid and collectible property insurance (Including any deductible) available to the insured, and the Other Insurance Condition is changed accordingly. 8. BODILY INJURY Section V - Definitions, the definition of "bodily injury" is changed to read: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shook, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 9. EXPANDED PERSONAL AND ADVERTISING INJURY A. The following is added to Section V - Definitions, the definition of "personal and advertising injury ": Attachment Code: D509349 Certificate 1D: 13529467 (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or persons by any insured. B. Exclusions of Section I - Coverage B - Personal and Advertising Injury Liability is amended to include the following: p. Discrimination Relating To Room, Dwelling or Premises Caused by discrimination directly or Indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. q. Fines Or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. C' This provision 9. (EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE) does not apply to discrimination or humiliation committed in the states of New York or Ohio. Also, EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE does not apply to policies issued in the states of New York or Ohio. D. This provision 9. (EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE) does not apply if Section I - Coverage B - Personal And Advertising Injury Liability is excluded either by the provisions of the Coverage Part or by endorsement. 10. MEDICAL PAYMENTS A. Paragraph 7. Medical Expense Limit, of Section III - Limits of Insurance is deleted and replaced by the following: 7. Subject to 5, above (the Each Occurrence Limit), the Medical Expense Limit is the most we will pay under Section - I - Coverage C �\e�eaby ✓� Page 4 of 6 P�Z"G5 for all medical expenses because of "bodily injury' (3) Property loaned to you; sustained by any one person. The Medical Expense Limit is the greater of: (4) Personal property in the care, custody or control of the insured; (1) $15,000; or (5) That particular part of real property on which you or (2) The amount shown in the Declarations for Medical any contractors or subcontractors working directly or Expense Limit, indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or B. This provision 10. (Medical Payments) does not apply if Section I - Coverage C Medical Payments is excluded (6) That particular part of any property that must be either by the provisions of the Coverage Part or by restored, repaired or replaced because "your work" was endorsement. incorrectly performed on it. C. Paragraph 1.a.(3)(2) of Section I - Coverage C - Medical Payments, is replaced by the following: The expenses are incurred and reported to us within three years of the date of the accident) and 11. SUPPLEMENTARY PAYMENTS A. Under Section I - Supplementary Payments - Coverages A and B, Paragraph 1.b., the limit of $250 shown for the cost of bail bonds is replaced by $2,500 B. In Paragraph 1.d., the limit of $250 shown for daily loss of earnings is replaced by $1,000. 12. PROPERTY DAMAGE, ELEVATORS With respect to Exclusions of Section I - Coverage A, paragraphs (3), (4) and (6) of Exclusion j. and Exclusion k. do not apply to the use of elevators. The insurance afforded by this provision 12. Is excess over any valid and collectible property insurance (Including any deductible) available to the insured, and the Other Insurance Condition is changed accordingly. 13. LEGAL LIABILITY- DAMAGE TO PREMISES A. Under Section I - Coverage A - Bodily Injury and Property Damage 2. Exclusions, Exclusion j. is replaced by the following. "Property damage" to: (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; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Attachment Code: D509349 Certificate ID: 13329467 Paragraph (2) of this exclusion does not apply If the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems) to premises including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included In the "products- completed operations hazard." B, Under Section I - Coverage A - Bodily Injury and Property Damage the last paragraph of 2. Exclusions is deleted 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 III - Limits Of Insurance. C. Paragraph 6. Damage To Premises Rented To You Limit of Section III - Limits Of Insurance is replaced by the following: �\�4 S�1� 91?1 S. Subject to 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 the permission of the owner. The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown In the Declarations. D. Paragraph 4.b.(1)(b) of Section IV - Commercial General Liability Conditions is deleted and replaced by the following: (b) That Is property insurance for premises rented to you or temporarily occupied by you with the permission of the owner; or E. This provision 13, (LEGAL LIABILITY - DAMAGE TO PREMISES) does not apply If Damage To Premises Rented To You Liability under Section I - Coverage A Is excluded either by the provisions of the Coverage Part or by endorsement. 14. NON -OWNED WATERCRAFT Under Section I - Coverage A- Bodily Injury and Property Damage, Exclusion 2.g., subparagraph (2) is deleted and replaced by the following. (2) A watercraft you de riot own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge. 15. NON -OWNED AIRCRAFT Exclusion 2.g, of Section I - Coverage A - Bodily Injury and Property Damage, does not apply to an aircraft you do not own, provided that: 1. The pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. It is rented with a trained, paid crew; and 3. It does not transport persons or cargo for a charge. Attachment Code: D509349 Certificate 11 13529467 Page 5 of 6 15. BROAD KNOWLEDGE OF OCCURRENCE You must give us or our authorized representative notice of an "occurrence," offense, claim, or "suit" only when the "occurrence;' offense, claim or "suit" is known to: (1) You, If you are an Individual; (2) A partner, If you are a partnership; (3) An executive officer or the employee designated by you to give such notice, if you are a corporation; or (4) A manager, If you are a limited liability company. 17. NOTICE OF OCCURRENCE The following is added to paragraph 2. of Section IV - Commercial General Liability Conditions - Duties in The Event of Occurrence, Offense Claim or Suit: Your rights under this Coverage Part will not be prejudiced if you fail to give us notice of an "occurrence," offense, claim or "suit" and that failure is solely due to your reasonable belief that the "bodily Injury' or "property damage" Is not covered under this Coverage Part. However, you shall give written notice of this "occurrence" offense, claim or "suit" to us as soon as you are aware that this insurance may apply to such "occurrence," offense claim or "suit" 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Based on our reliance on your representations as to existing hazards, If unintentionally you should fail to disclose all such hazards at the Inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. 19. EXPECTED OR INTENDED INJURY Exclusion a. of Section I - Coverage A - Bodily Injury and Property Damage Liability is replaced by the following: a. "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. 20. LIBERALIZATION CLAUSE If we adopt a change In our forms or rules which would broaden coverage provided under this endorsement without an additional premium charge, your policy will automatically provide the additional coverages as of the date the revision Is effective in your state. Page 6 of 6 Ac"Rb' CERTIFICATE OF LIABILITY INSURANCE �...r " 6/1/2017 DATE IMMIDDIYYYY) 6/1/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE, HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain poI''ieies may require an endorsement. A statement on this certificate sloes not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers, LLC CONTACT NAME: arC, Na, Ext : FAX No ): E -MAIL ADDRESS: CA License #OF15767 Two Embarcadero Center, Suite 1700 San Francisco CA 94111 INSURER(SI AFFORDING COVERAGE NAI (415) 568-4000 INSURER A : Valle Forge e Insurance Company 2050'6 6/112010 /+ INSURED ACTIVE. Network, LLC 1397685 717 North Harwood St., Suite 2500_ Dallas TX 75201 INSURER B : The Continental Insurance Company 35289 INSURER C ; CLAIMS -MADE I lh l OCCUR I X I if1 ri,Err,'D INSURER E DAMAGE 7O RENTED PREMISES Ea occurrence 1 .444.. INSURER F: MED EXP Any person 15,000 COVERAGES 1084882 CERTIFICATE NUMBER: 13529467 REVISION NUMBER: XXXXXXX. 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 SUER WVD POLICY NUMBER POLICY EFF MM DD YYY POLICY EXF' MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y N 6016940273 6/112010 6/1/2017 EACH OCCURRENCE 1,000,000 CLAIMS -MADE I lh l OCCUR I X I DAMAGE 7O RENTED PREMISES Ea occurrence 1 .444.. MED EXP Any person 15,000 - nst @..jatior l..,iab. .X Included PERSONAL & ADV INJURY $ 1,000,000 GENT AGGREGATE UMIT APPLIES PER GENERAL AGGREGAIE.... $ 2,.400,004 }�. POLICY❑ JET 7 L(7C PRODUCTS - COMP /CPAGO $ 2,400 „444 $ OTHER 'ALITOd3�'REtIM3P S t 2016 6(112017 COMBINED SINGLE Li MIT a accident $ 1.000 000 FODILY INJURY (Per person) $ XXXXXXX '.... X ANY AUTO ALL OWNED SCHEDULED, AUTOS AUTOS PODII.Y INJURY {Peraccident $ XXXXXXX PPerr acidentOAh1AGE $ XXXXXXX . . -- HIRED AUTOS AUT©SWNED X Comp S500 X Coll S500 $ XXXXXXX UMBRELLA. LIiA6 OCCUR EACH OCCURRENCE $ XXXXXXX EXCESS LIAR CLAIMS -MADE NOT APPLICABLE AGGREGATE $ XXXXXXX DED I I RETENTION $ $ 1 1 i B WORKERS COMPENSATION AND EMP LOYERS "LIABILITY YIN ANY, PR OPRI F Cr Rry io NN) EXCLUDED? EC'UTIW.. ON (M atoryVin NH) F NIA 61116'940256 6/1/2016 - 6/1/24)17 PER 'PR X. SfiATUTE - _ EL 2 EACH AGKIIDEN'6' .$ ...... 1,000,000 E.V., bISEA9F - FA EIMPLO'MEE 1,000,000 yy s DESCRIPTION OF OPERATIONS LO.. 1.1-DIS ASL- 1'al.ICVI.-11 .� 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 1..01„ Additional Remarks Schedule, may be attached if more space is required) RE,, City of Santa, Ana, its officers„ agents anti eniplo c es are Additional Insured to the extent provided by the policy language or endorsement issued or appro'Wed by the insurance carrier. Insurance prorride to Additional Insured(s) is primary and non - contributory as per the attached cmdorseinents or. policy language. 1)11111 RitI IaL9 -1iN 7::c0J MIDI �:. rfii"�It&IG�,y ": ill�.�l cel'1�1 7s>:711w - 13529467 City of Santa Ana Attn: PRCSA 20 Civic Center Plaza, M -23 Santa Ana CA 92701 ACORI7 25 f2014/01) ate; °'p��5p 'VNyy� rX .SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE 'DELIVERED IN ACC'ORDANCE.. WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @1988-2014 ACORD CORPORA N. All rights reserved The ACORD name and logo are registered marks of ACORD c:NA74872X X it -15y C A Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends arty provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply, TABLE OF CONTENTS 1, Additional Insureds 2. Additional Insured - Primary And Non - Contributory To Additional Insured °s Insurance 3. Bodily Injury - Expanded. Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury - Exception for Reasonable Force S. In Rein Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Venture s /Partlxership /Limited. Liability Companies 11. Legal Liability -- Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Nan -owned Watercraft 15. Personal. And Advertising Injury - Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage - Pattm. s, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation - Blanket 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any persona or organization described in paragraphs A. through K. below whore a Named Insured is required to add as an additional insured on this Coverage Part under a'Written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the terra of this Coverage Part„ and (2) -,vas executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. however-, subject athvrays to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide stitch additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreernent, and in no event broader than that described by the applicable paragraph A through K below. eq4e6 , �,,- Any coverage, granted by this endorsernent shall apply- only to the extent permissible by law. Attachment. Code : D509349 Certificate ID : 13529467 �� b. I lowever, subject always to the terms and conditions of this policy, including the limits of insurance, the I usurer will not provide s Lich additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the 3pphc2ble paragraph A. through K. Wow. Any coverage granted by this endorsement shall apply only to the extent permissible by law. B. Co-owner of Insured Premises .A co-owner of a premises co-owned by Named Insured and covered under this insurance but only with respect to such co-o-,vnees liability for bodily injury, prop" damage or personal and advertising injury as co- owner of such premises. C. Grantor of Franchise Any person or Organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole of in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense ;giving rise to such personal and advertising injury takes place prior to the tern-unation of such lease. E. Lessor of Land Any person or organization froth whom Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance Of Use Of Such land, provided that the occurrence giving rise to such bodily injury, property damage of the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction of demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but OnIN with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, rakes place prior to the tern-Lination of such lease. The coverage ;granted 1)), this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, of for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liabilit�y for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's o6v"Ilip, maintenance, or use of a premises by a Named Insured. e The coverage by this paragraph does not apply to strLict.Lir,.tl,.tltei�,.itiotis, ne-w construction or emoliti ge I operations performed by, On behalf of, of for such additional insured. 10, ela. S Attachment Code : D509349 15\ S W;� Certificate ID : 13529467 H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political Subdivision that has issued a permit or authorization but only with respect to such state or governmental agency of subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls 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, side-,valk vaults, street banners, or decoration,,, and similar exposures; or b. the construction, erection, of removal of elevators; or c. the ownership, maintenance of use of any elevators covered by this insurance; or 2. the permitted otauthorized operations performed by a Named Insured or on a Narned Insured's behalf. The coverage granted by this paragraph does root apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governrnental agency or subdivision or political subdivision; or b. Bodily injury or property damage inclocied within the products-completed operations hazard. With respect to this provision's rcquirenictit that additional insured status inust be requested under a written contract or agreement, the Insurer will treat as a « "ritten contract anv governmental permit that requires the Named Insured to add the governmental entity as an additional insured. 1. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as in exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, prop" damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operation,, at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to r4iAges by 1, reason of the assumption of liability in contract or agreement unless such liabiliry exISOA absence contract or agreenlent; Attachment Code : D509349 Certificate ID : 13529467 b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product: arcade intentionally by such person or organization; 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 any inspections, adjustments, tests or servicing that such person or organization 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 opearatioras performed at such person or orgy iz- ation's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container„ part or ingredient of any other thing- or substance: by or for such person or organization; or It. bodily injury or property damage arising out of the sole negligence of such person or organization for its oven acts or omissions or those of its employees or anyone else acting on its behalf. l lowev =er, this exclusion does not apply to: (1) the exceptions contained in :subparagraphs d. or f. above; or (2) such inspections, adlustnients, tests or servicing as such person or organization has agreed with the Named Insured to snake or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This paragraph J. does not ;apply to tiny insured person or organization, from whom the Named Insured has acquired, such products, nor' to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply; a, to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to anyr of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily= injury= or property damage included within the products - completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured 'under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specific:aliy scheduled as an additional insured can another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products - completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; Attachment Code : D509349 Cetlificate IO : 13529467 b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage„ and c, the bodily injury or property, damage results froth your world drat is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURER - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following; paragraph: If the Named Insured has agreed in writing in au contract or agreement drat this insurance is priman, acrd non - contributor-, relative to an additional insured's own insurance, then this insurance is primary, and the Insurer Nvill not seek contrilnition from that other insurance. For the purpose of this Provision 2., the additional insured's oven insurance means insurance on which the additional insured is as nar ned insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1,K, of this endorsement, the following sentence is added to the Paragraph above: Otherwise, and notwithstanding anything to the contraccy elsewhere in this Condition, the insurance provided to such person or organization is excess of any other to such person or organization. 3, BODILY INJURY 4 EXPANDED DEFINI'T'ION t.ynder DEFINI"T"IONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained 1)), a person, including death, humiliation, shock, n-en 'al anguish or mental injury sustained by that person at any time which results as a consequence of the phhsical injury, sicknessor disease. 4, BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE (Ender CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claire or Suit Condition is ar nended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to as partner„ execrative officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Fart trill not be prejudiced if the Named Insured Fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property= damage is not covered under this Coverage fart. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurcr ats soon as the Named Insured is aware that this insurance may apply- to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3 Attachment Code: D509349 Certificate ID : 13529467 in its entiretyl and replace it with the f 3r ' like, P V s 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has managenent control: a. on the effective date of this Coverage Fart, or b. by reason of a Named Insured creating or acquiring the organization during the policy* period, qualities as a Named Insured, provided that there is no other similar liability insurance, whether priiiisry, contributory, excess, contingent or othenvise, wvliich provides coverage to such organization, or which wvould have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision dues not apply= to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. 1 or tile purpose of this provision, and of this endorsem-aent's. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of majority of the Board of Directors of a corporation, or the members of the management board of a, limited habilvy Company; or B. having the right, pursuant to a written trust agreement, to protect,, control the use of, encumber or transfer or sell property held by a trust.. 4. \Vitla respect to organizations which c,a:ralify as Named Insureds by virtue of Paragraph 3. alcove, this insurance does not apply= to: a. bodily injury= or property damage that first occurred prior t:o the date of management control, or that first occurs after management: control ceases; nor" b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named, Insureds ww-hen trading under their own navies or under such other trading names or doing, - business. -as names (db a) as any Named Insuredshould choose to employ. 6. ESTATES, LEGAL REPRESENTA'T'IVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured tinder this policy, provided, howew,er, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled. Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the foil w r g:. This insurance does not apply to: W Attachment Code: D509349 Certificate ID : 13529467 �� �\ 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. 8, IN REM ACTIONS A quasi in ?cyar action against ariy vessel owned or operated by or for the Named. Insured, or chartered by or for the Named Insured, will he treated in the same manner as though the action were hiperrmam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE OVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A -- Bodily Injury= And Property Damage Liability, the Insuring Agreement is amended to replace paragraphs Lb.(I) and I.b.(2) with the following: b. This insurance. applies to bodily injury provided that the professional health care scivices are incidental to the Named Insured's primary business purpose, and only if: (1) such 'bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the tirne of the first act, error, or onission that is part of the occurrence; and B. Under COVERAGES, Coverage A _ Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following w the Employ =ers Liability exclusion: This exclusion applies only if the bodily injury - rising from a health care incident is covered by other liability insurance available to the Insured (or %vliich would have been available but for exhaustion of its hrYY.ats). ii. delete the exclusion entitled Contractual Liability and replace it with the follovrnng: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. acid the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or Ilarassrnetat, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin„ religion, disability„ marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare /Medicaid Fraud Attachment Code : D509349 Certificate ID : 13529467 any actual or alleged violation of law'kvith respect to j\1edicare, Medicaid, Tticare or any similar federal, state or local governmental Program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of. a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care ser vices or the related furnishing of food, beverages, medical supplies of apphances, by the following providers in their capacity is such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse Practitioner; d. Emergency medical technician; C. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with hurnan clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. ill acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event,a&iCe or clecision,,vill be considered to constitute single occurrence; iii. amend the definition of Insured to: a. add the following: Attachment Code : D509349 Certificate ID : 13529467 - the Named Insured's employees are Insureds with respect to: (1) bodily injury to co- employee while in the course of the co-employce's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business-, and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury -irises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury too co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(I) of WHO IS AN INSURED. c, add the following: Insured does not include any physician while action* in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the follc),�ving; Other Insurance b, Excess Insurance (I) To the extent this insurance applies, it is excess over arty other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10, JOINT VENTURES / PARTNERSHIP ✓ LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of an), current or post partnership or joint venture that is not shown as Named Insured in the Declarations; nor • the conduct of a current or past bruited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or mernber of suclia Iii-nited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is in Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and th, pnal and advertising injury arising our of such offense, first occurred after such termination date; 06"' ,j\e � Olt< Attachmeut Code : D509349 Certificate ID : 13529467 �4` b. the bodily injury or property damage first occurred after such termination elate; and c. there is no other valid and collectible: insurance purchased specifically to insure the partnership, point venture or limited liability= company. 11. LEGAL LIABILITY — DAMAGE TO PREMISES A. Linder COVERAGES, Coverage A — Bodily Injury and Property Damage Liability„ the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply t:o property damage (other than damage by fire) to prey rises rented to the Named Insured or temporarily occupied by the Named. Insured Nvith the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. .->M separate ht-nit of insurance applies to Damage "To Premises Rented To You as described in LIMITS OF INSURANCE. B. under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and reprice it with the following: Exclusions c, through n. do not apply to damage by fire to prearitses while rented to a Named Insured or temporarily occupied by a. Named, Insured with permission of the owner, nor to damage to the contents of prelnises . rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damagc To Premises Rented To You Limit is the most the Insurer will pay- under COVERAGE A for damages because of property damage try: a, any one premises while rented to a Named Insured or temporarily occupied by a Named. Insured with the permission of the owner; and b. contents of such premises if the pre,rnises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Pren -iises lZented To You Limit is $500,000. unless a different Damage to Premises Rented to You Linsit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph la.(1)(a)(i ), and replace it with the following: (ii) That is property insurance for pretrr ses rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner,; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11, does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replacco' 4, the follotiving: �kellI i Attachnienl Code D509349 Certificate ID ; 13529467 \� NJ �: ��' rro - 7. Subject to Paragraph 5. above (the I '.ach Occurrence Limit), the -Medical Expense Lin-iii is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) 515,000 unless a different amount is shown here: (a),( fi) )C o (2) the amount shown in the Declarations for 'Medical Expense l'inlit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments isamencled to replace Paragraph La.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three ),cars of the date of tile accident; and This Paragraph B. does not apply to medical expenses incurred in the state of lNlissouri, 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does shot apply to an aircraft not owned by any Named insured, provided that-: 1. the pilot in corm-nand holds a currently effective cerrificate issued 1)), the duty constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. (lie aircraft is rented with a trained, paid crew to the Named Insured; Kind 3. the aircraft is not being Used w carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A ..- Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is arnerlded to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by achy Named Insured, provided the watercraft is:. (a) less than 75 feet long; and (b) not being Used to carry' PMOIAS or property for a charge. 15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the fol1mving tort: - Discrimination or humiliation that results in injury to the feelings or reputation of natural person. B, Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1, delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it witv& following: This insurance does not apply to: Attaclirnent Code : D509349 X\Ax Certificate ID : 13529467 00 Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shalll not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or art the direction of-. (a) the Named Insured; or (b) any executive officer, director, stockho9der, partner, member or manager (if the Named Insured is a limited liability Company) of the Named Insured. 2. add the following exclusions: This insur2nce does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employn-icat or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. NotAvithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional irnwrecl endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would hive in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the puipose . 11 liability assurned in an insured contract, reasonable attorney fees and necessary litigation expenses incurredjie �Wr a ell a d: parry other than an Insured are deenied to be damages because of personal and advertising inj3j Tic Attachment Code : D509349 Certificate 11) : 13529467 10 (a) liability to such party for, or for the Cost of, that partv's defense has also been assured in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in u,vhich covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, And replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured ass Limes the tort liability of another party to pay for personal of advertising injury arising out of the offense of false arrest, detention or imprisonment. 'fort liability Means a liability that would, be imposed by law in the absence of any contract or agreement, C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2,d, is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interest,,,, of the indemnitee,- 2.Thc first unnumbered paragraph beneath paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary- litigation expenses incurred by the Insurer, and necessary litigation expenses incurred bN, the indernnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to he damages for personal and advertising injury anti ,.will not reduce the lirnits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE — ELEVATORS A. Under COVERAGES, Coverage A --- Bodily Injury and Property Darnage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Prop" Exclusion do not apply to property damage that results from the use of elevators. B, Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Otber Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on iny other basis that is Property insurance Covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is arriencleclas follows,: A. Paragraph 1,b. is amended to delete the J250 Emit shown for the cost of bail bonds and replace it with It $5,000. Emit; and Ok 0 Net " le 4� k B. Paragraph 1A, is amended to delete the limit of $250 shown for daily loss of earnings and rep • dt with a k Attachment Code : D509349 Certificate ID : 1,3529467 $+1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Linder COVERAGES„ Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the P.xclusion entitled Damage to Property, but only ti,vitb respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A bruit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit. A. is included ,within the General Aggregate Limit as described in LIMITS OF INSURANCE, and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is arnended to add the folknving: `fhe Insurer wiives any right of recovery the Insurer tnay have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products- cormpleted operations hazard.. However, this ,waiver applies only when the Named. Insured has agreed in writing to waive such rights of recoveli, in a ~written contract or written agreernent, and only if such contract or agreetnent: 1. is in effect or becorn es effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for Attachment to the Policy' issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, awnless another effective date is shown below, and expires concurrently with said Policy. Attachment Code : D509349 Certificate ID: 13529467 ACC>R& CERTIFICATE OF LIABILITY INSURANCE DATEIMMIDDIYYYYI 9/1/2016 6/1/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE, OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE, HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers, LLC CA License #CF15767 Two Pmbarcadero Center, Suite 1700 San Francisco CA 94111 CONTACT NAME: PH NE FAX AJC, No, Ext : AIC, No; E -MAI'L ADDRESS: INSURERS AFFORDING VERA E N IC tt (415) 56$ -4000 INSURER A : Valley Fare Insurance Comparly 20508 EACH OCCURRENCE INSURED Active (network, LLC 1394474 717 North Harwood St., Suite 2500 Dallas TX 75201 �-y /^� �.s C.% e, -`.... 0..,,9 "; M ll INSURER B:: National Fire Insurance Co of Hanford 20478 INSURER C; `The Continental Insurance Company 35289 INSURER D: I''llidtk011a.l L1n1p11 I"�lre Ills. Co Pitts. I'T:A ] 9445 INSURER E : Cpluail(Tla Casualty Corn]2any 131127 09 -1 ... C5 t INSURER F : X COVERAGES 1084882 CERTIFICATE NUMBER: 12901217 REVISION NUMBER: XXXXXXX 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 I POLICY NUMBER POLICY EFF MM DD fYYYY POLICY EXP (MMIDDfYYYYI LIMITS A X COMMERCIAL GENERAL. LIABILITY Y N 001 6940273 6/1 /2016 6/1/2017 EACH OCCURRENCE S 1 000 ,000 CLAIMS -MADE � OCCUR PREMISES DAMAGE OEa Al." r nce 1,000,000 X MED EXP An one erson 1. ,5 000 . ' -lost. Liquor Llal] Included PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:, POLICY ❑ JE O E] LOG '.GENERAL AGGREGATE. $ 2,0001000.... ''..PRODUCTS � COMPIOP AGG $ 2,000,000 OTHER '',$ A AUTOMOBILE LIABILITY rj ''N 6046940239 Ci/1d2016 6J1 /2017 COME'iNED SINGLE V.CM.2I1" Ea accident 1 1,000,000 BODILYINJURY(Perrerson) $ XXXXXXX AUTOS NED AUTOSDULED IXANYAUTO BODILY INJURY IPer accident $ XXXXXXXNON -OWNED AUTOS AUTOS PROPERTY DAMAGE Per accident $ XXXXXXXHIRED $ XXXXXXX Comp $500 }, Coll $500 B X UMBRELLA LIAB }�' OCCUR N 1`,1 6016940287 6, /1' /2016 6/1/2017 EACH OCCURRENCE $ 25,000,000 AGGREGATE $ 25,000,000 EXCESS LI!AB CLAIMS -MADE OED RETENTION $ $ XX}y'Xxxx C WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANY GFFACERfME,NSEiER En( LU DEDEXLCa1TIVF 1 iMnndecory Jn NH) r yes, dl's -b —d! or DESCRIPTIDN Cr DPERATION!S Ge.vow NIA N 601.6940256 6/l /2016 6/1./2017 PER OTH- X I STATUTE ER .,.. E.L. EACH ACCIDENT ry.Fy,,..,r�.l, , ! 1. t /A('AyO I(J E.L. DISEASE . EA EMPLCIYFE E.L. DISEASE � POLICY LIMIT /t'Jy0 000 s 1,000,000 D F,, Cnnc Tech E&O/CyberLiability N N 01- 365 -12 -18 596571163 61112016 4/301 2015 911/2016 911/201.6 S 5,000,000 Limit 51.0,000,000Limit D Clauns Made 01- 261 -30 -88 413012015 91112016 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City or Santa Atha Parks, Recreation and Cpminunity Services Agency, Its officers, agents and employees are included as Additional Insured t eXieht� provided by the policy language or endorsement issued or approve(] by the insurance can,ier. Insurance provided to Additional lnsu'red(s� Is,,y�� and non- contributory as per the attached endorsements or policy language. 9 � •qyp 12901237 City of Santa .Ana Attu: Silvia Cuevas Parks, Recreation and Community Services Agency 26 Civic Center Plaza Santa Ana CA 92701 ACORD 25 (2014101) 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 C� 1988.2014 ACORD CORPORATION. All ricthts The ACORD name and logo are registered /narks of ACORD ( "NA748'72XX (1 15) CNNA Technology General Liability Extension Endorsement It is understood and agreed that this endorseme:,nt amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. 1f any other endorsement attached to this policy amends any provision also amended by this endorsement, then that ether endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional. Insureds 2. Additional Insured _ Primary And Non - Contributory To Additional Insured's Insurance 3. Bodily Injury — Expanded Definition. 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured G. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rein Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures /Partnership /Limited Liability Companies 11. Legal Liability— Damage To Premises 12. Medical Payments 13. Non - owned Aircraft Coverage 14. Non- owned Watercraft 15. Personal And Advertising Injury — Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability, 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage — Patterns, Molds and hies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation — Blanket 1, ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paraagraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeps coverage.. b. I -lowvever, subject a)ww�ays to the terms and conditions of this policy, including the limits ca£ insurance, the Insurer will not provide such additional insured with: (1) a higher- limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described ])),the applicable paragraph A, through K. below. Any coverage granted by this endorsement shsall ,apply only to the extent permissible by law. s r C Attachment Code: D509349 Certificate ID : 12901237 �� b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. B. Co -owner of Insured Premises A co -owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co- owner's liability for bodily injury, property damage or personal and advertising injury as co -owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or orgatvzation's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rice to such personal and advertising injury tapes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise Lo such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured, F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage of personal and advertising injury arising out of the ownership, maintenance or use of such pare of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage ranted b this paragraph does not apply to structural alterations new construction or demolition g Y pp Y �� operations performed by, on behalf of, or for such additional insured. y.Ne Attachment Code; D509349 Certificate ID : 12901.237 Vol H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subd'ivision's liability for bodily injury, property damage or personal and advertising injury arising out of; 1. the following hazards in connection with premises a Named Insured owns, rents, or controls 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; or b. the construction, erection, or removal of elevators; or e. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b, Bodily injury or property damage included within the products - completed operations hazard. With respect to this provision's rcgidrement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or ornissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the tirade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products - completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 7. The coverage granted by this paragraph does not apply to: e6 A` a. bodily injury or property damage for which such person or organization is obligated to pa 3 � s by [ ` reason of the assumption of liability in a contract or agreement unless such liability exists in the , ssence of e contract or agreement; Attachment Code : D509349 Certificate ID : 12901237 ��. b, any express warranty unauthorized lay the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions froril the manufacturer, and them repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to r7 aka or cormally undertakes Co make in the usual course of business, in connection with tile distribution or sale of the products; demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h, bodily* injury or property damage arising out of the sole negligence of such person or organization for its own acts or onussions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apple to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with rite Named Insured 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 Paragraph J. does not apply to any insured person or organization, from whore the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a, to any vericlor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage fart; nor c. if bodily injury or property damage included within the products- completed operations hazard is excluded by endorsement to this Coverage fart. K. Other person Or Organization / Your Work .:any person or organization who is not an additional insured under Paragraphs A. through J. aboNre. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or onussions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage part; nor 2.. for bodily injury or property damage included within the products-completed operations hazard' except to the extent all of die following apply. a. this Coverage fart provides such coverage; Attachment Code: ➢ 509349 Cenificate ID : 12901237 b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c, the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS 4ecfion is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract of agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this provision 2., the additional insured's o\vn insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endonernelir, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as consequence of the physical injury, sickness, or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition isarnended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense of claim only when the occurrence, offense of claim is known to a natural person Named Insured, to a partner, executive officer, rnari2ger or rnember of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense of claim. 5. BROAD NAMED INSURED 6 xA WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the FoJJ , VS1 Attachment Code: D509349 Certificate ID : 12901237 00,\40 'Nc 3. Pursuant to the limitations described in Paragraph 4, below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or othet wise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3, above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing - business -as names (dba) as any Named Insuredshould choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or on­ ssions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A --- Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the followi This insurance does not apply to: VV Attachment Code: D509349 Certificate 1D : 12901237 d Expected or Intended Init-Y Bodily injury or property damage expected of intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting frorn the use of reasonable force to protect person,,; or property. 8. IN REM ACTIONS A quasi hi)rm action against any vcsscl owned of operated by or for the Named Insured, or chartered by or for the Named Insured, -will be treated in the sane manner as though the action were in persona against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of -a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is -amended to replace Paragraphs Lb.(1)and l.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care seivices are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence,xill be deemed to have occurred at the time of the first act, error, or emission that is part of the occurrence; and B. Under COVERAGES, Coverage A— Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i, add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available tcs the Insured (or which Would have been available but for exhaustion of its lill-lits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or -agreement, including but not hiriited to express warranties or guarantees. iii, add the following additional exclusions. This insurance does not apply to: Discrimination ,.my actual or alleged discrimination, humiliation of harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious .let, error of omission. Medicare /Medicaid Fraud Attachment Code : D509349 Ceftificate ID : 12901237 any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program, Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement, C, DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a, professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: Attachment Code : D509349 Cetlificate ID : 12901237 �e V j ��,e 0 0 L , the Narned Insured's employees are Insureds with respect to: (1) bodily injury to co-einployee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the Conduct of the Named Insured's business; and (2), bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of health care incident. * the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties, related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(I) in its entirety and replace it with the following: Other Insurance It. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument,,,vhether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this Coverage. 10, JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person Of Ofgalli2atiCn is an Insured with respect to: * the conduct of any CUMI-It Of past partnership or joint -venture that is not shown as Named Insured in the Declarations,; nor * the conduct of a current or past lirnited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured vas a joint venturer, partner, or triernher of such a limited liability company, and such joint venture, partnership or limited liability company tern-)inated prior to or during the policy P eriod,thenstrich Named Insured is an Insured with respect to its interest in such joint venture, partnership or hnted liability company but only to the extent that: a. any offense giving rise to personal and advertising injury, occurred prior to such termination date, and the nwnal and advertising injury arising out of such offense, first occurred after such termination date; . \04141 Attachment Code : D509349 Certificate ID:: 12901237 5 OP, b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured fora period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Pren -ises Rented To You Limit is $500,000. unless a different Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Lumir�? 1pllace it it .s the following: A � Attaelnnent Code: D509349 Certificate ID : 12901237 7. 'tiubject to Paragraph 5. alcove (the Each Occurrence Limit), the IMedical Expense Lit-nit is the most tile Insurer will pay under Coverage C — Medical Payments for all tncdic,,d expenses because of bodily injury sustained by an), one person. The Medical Expense Lint is the greater of. (1) $1.5,000 unless a different amount is shown here: or (2) the amount shown in the Declarations for Medical Fxpense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace paragraph La.(3)(b) with the following: (b) The expenses ;are incurred and reported to the Insurer within three years of the date of the accident; and This Paragraph B. does riot apply to medical expenses incurred in the state of Missouri. 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1, the pilot in command holds currently effective certificate issued by the duly constit-utedauthoriry of the United States of Arnerica or Canada, designating that person as a commercial or airline transport pilot, 2. thcaircraft is rented with a trained, paid crew to the Named insured; and 1 the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a - ,watercraft that is not owned hp any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property fora charge. 15, PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the foUmving: This insurance does not apply to: Attachment Code : D509349 Certificate ID : 12901237 Knowing Violation of Rights of Another Personal and advertising injury caused by orat the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentioriqliv by or at the direction of., (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the eiriployinent, prospective einploymerit, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub- lease, or prospective sale, rental, lease or sub -lease of any room, d-welling or pren­iises by or at the direction of away Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination, The coverage provided by this PERSONAL AND ADVERTISING INJURY — DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsernern; or • attachment of an additional insured endorsement to this Coverage Part. 16, PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury fear which the Insured has assurncd liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose o Liability assumed in in insured contract, reasonable qttornclr fees and necessary litigation expenses incurred I r a party other than an Insured ate deerned to be damages because of personal and advertising injurwiq` ed: Attachment Code : D509349 Certificate ID : 12901237 G6 (a) lability to such party for, or for the cost of,, that party's defense has also been assumed in Such insured contract and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of written contract of written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. liability means a liability that Would be imposed by law in the absence of any contract of agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B. 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit ;and the information the Insurer kno-%vs about the offense alleged in such suit are Such that 110 conflict appears to exist between the interests of the Insured and the interests of the indcrnivtcc,- 2. The first unnumbered paragraph beneath Paragraph 21.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys f - ces incurred 1)), the Insurer in the defense of that indemnitec, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the inclemnitee at the Insurer's request Will be paid as defense costs. Not-,vithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payrnerits will not be deemed, to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE — ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is -amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results, from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is property insurance covering property of others damaged from the use of elevators, 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. paragraph Lb. is amended to delete the 5250 limit shown for the cost of bail bonds and replace it with $5,000. lin-:tir;and B. Paragraph Ld. is amended to delete the limit of $250 shown for daily loss of earnings and replace it %k a Attachment Code : D509349 Certificate ID : 12901237 G\P 1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, out only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies Are not being used to perform operations at the time of loss. A fit-nit of insurance of $25,000 per policy Period applies to this PROPERTY DAMAGE - PA'T'TERNS MOLDS AND DIES coverage, and this .l.irnk A. is included within the General Aggregate: Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other I'nsur'ance condition is changed accordingly. 20. UNIN'T'ENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Lander CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives arty right of recovety the Insurer may have against any person or organization hecause of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products- completed operations hazard. However, this wvsaivcr applies only wvhen the Named Insured has agreed in writing tc waive such rights of recovery in a written contract 017 Written agreement, and only if such contract or agreement; 1. is in effect or becomes effective during the term of this Coverage Part; and 2. ,vas executed prior to the bodily injury, property damage or Personal and advertising injury giving rise to the claim. ,ill other teznxs and conditions of the Policy rernain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers„ takes effect on the effective date of said Policy at the hour stated in said policy, unless another effective date is shown laelov,=, and expires concurrently with said Policy. Attachment Code : D509349 Certificate ID : 12'9411237