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18-001 Joyful Melodies Music Schol
CITY OF No. I - FY2018-20 CUPERTINO RECREATION SERVICES AGREEMENT 1. Parties. This contract is made and entered into as of 7/1/2018 ("Effective Date"),by and between the City of Cupertino,a municipal corporation("City"),and with JOYFUL MELODIES MUSIC SCHOOL, ("Contractor"), a CALIFORNIA CORPORATION for MUSIC CLASSES/CAMPS. 2. Services. Contractor agrees to provide the Services included in the Scope of Work and in accordance with the Schedule of Performance attached in Exhibit A. 3. Term. This contract begins on the Effective Date and ends on 6/30/2020 ("Contract Time"),unless extended or terminated as provided herein. Time is of the essence and Contractor must have sufficient time, resources, and qualified staff to deliver the Services as required. Contractor must promptly notify City of any actual or potential delays to afford the Parties adequate opportunity to address or mitigate such delays. 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based upon actual costs but that will be capped so as not to exceed$40,000 FOR FY18- 19, $40,000 FOR FY19-20 ("Contract Price"), based upon the Scope of Services, budget, performance schedule, and rates included in Exhibit A. The maximum compensation includes all costs, expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. Contractor must submit invoices and the information required in Exhibit A in order to receive payment. City will compensate Contractor within 30 days after approval of written invoices. Invoices are subject to review and audit by City during regular business hours upon 24-hours' notice. Contractor must maintain complete and accurate records of payrolls, expenditures, disbursements and other cost items charged to City or establishing the basis for an invoice, for a minimum of four (4) years from the date of final payment. 5. Independent Contractor.Contractor is an independent Contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement.No civil service status or other right of employment will be acquired by virtue of Contractor's performance of the Services. Contractor is not entitled to City's health benefits, worker's compensation or any other benefit. Contractor must have the skills and qualifications to perform the Services in a competent and professional manner. Contractor will supply all tools, materials and equipment required to perform the Services under this Contract. Contractor is responsible for obtaining permits and licenses required by law and must obtain a City business license. Recreation Services Agreement/Rev. 3-27-2018 Page 1 of 6 i 6. Proprietary/Confidential Information. To the extent Contractor may have access to private or confidential information owned or controlled by the City, Contractor agrees to treat it confidential and use it solely to perform this Agreement. Contractor must exercise the same standard of care to protect City information as a reasonably prudent Contractor would use to protect its own proprietary data. 7. Ownership of Materials.To the extent Contractor prepares written material, drawings or data in connection with this contract, City will have the property rights to those materials and all copyrights, if any, to such work product will constitute City property. S. Records. Contractor must maintain complete,accurate,and detailed accounting records relating to its performance in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Contractor's services, benchmarks, deliverables and costs/fees,and must be made reasonably available to City.The records and supporting documents must be kept separate from other files and maintained for four years from the date of City's final payment. 9. Assignment.This Contract is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Contract without prior written approval of City.Only those persons whose names are included in Exhibit A may perform the Services. 10. Publicity and Signs.Any publicity generated by Contractor related to this contract or the Services during the Contract Time and for one year thereafter must reference City contributions. The words "City of Cupertino" shall be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted,exhibited or displayed on or about City property,except signage required by law or under this Agreement without prior written approval from City. 11. Indemnification.To the fullest extent allowed by law and except for losses caused by the sole negligence or willful misconduct of City personnel, Contractor agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and Contractors (collectively, "Indemnitees"), through legal counsel acceptable to City, from and against any liability for damages, claims, actions, causes of action, demands, charges,losses, costs and expenses(including attorney fees,legal costs and expenses related to litigation,arbitrations,administrative and regulatory proceedings),of every nature, arising out of or in any way related to Contractor's or Contractor's agents performance of this contract or the Services. This includes but is not limited to Liability resulting in personal injury, death, property damage, or economic losses. Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Contract. 12. Insurance.Contractor shall comply with the insurance requirements in Exhibit B. City will not execute the Agreement until it has received and approved satisfactory certificates of insurance and endorsements evidencing the type, amount, and dates of coverage. Alternatively, City in its sole discretion may purchase insurance and deduct the costs from payments to Contractor,or terminate the contract. Recreation Services Agreement/Rev. 3-27-2018 Page 2 of 6 I 13. Compliance with Laws and Other City Requirements. Requirements for all Contracts. This contract is subject to local, state and federal laws and regulations prohibiting discrimination,including Title VII of the Civil Rights Act of 1964,the California Fair Employment Practices Act,the Americans with Disabilities Act of 1990,and other laws that pertain to fair employment and anti-discrimination practices. Contractor must comply with labor laws pertaining to prevailing wages, working hours, overtime, payroll records, and other requirements imposed by the Department of Industrial Relations.If Contractor does not have employees,it must sign the Affidavit of No Employees, attached as Exhibit C. Contractor is responsible for verifying employment eligibility of employees pursuant to the Immigration Reform and Control Act of 1986. Contractor must comply with conflict of interest laws and regulations applicable to this Agreement and avoid conflicts of interest. Contractor may be required to file a conflict of interest form for engaging in governmental decisions or serving in a staff capacity,and is hereby advised to review the requirements of California Political Reform Act and the California Code of Regulations. Services may only be performed by persons who are not employed by City and who do not have a contractual relationship with City other than this contract. Contractor agrees to abide by City policies and administrative rules prohibiting gifts to City officials and employees. Additional Requirements for Services Provided to Minors: Contractor and its employees who provide services under this Agreement must comply with these additional requirements: A. Undergo fingerprinting and a criminal background check and verify all employees providing services under this contract have met this requirement. B. Complete a Tuberculosis screening test as required by law and as set forth in Exhibit D. C. Comply with the Mandatory Reporting under California Penal Code 11164-11174.3 and with the protocols, reporting, and training required under California Health and Safety Code Section 124235, AB2007, and other laws pertaining to concussion evaluation, removal from play, and return to play protocols. (Refer to Center for Disease Control & Prevention, httl2s://www.cdc.gov/headsul2/index.htmA. D. Submit required forms and acknowledgments included in Exhibit D, and ensure its each participant is provided with a concussion information sheet, signs and returns the forms to the City as required by Health and Safety Code Section 124235. Require coaches and administrators to successfully complete the concussion and head injury education at least once either online or in person, before supervising a participant. Contractor shall offer training, educational materials, or both to each Contractor administrator on a yearly basis. (Training resources are available at the Center for Disease Control&Prevention(link cited above). E. If providing instruction, Contractor must acknowledge and comply with all requirements set forth in the Recreation&Community Services Instructor Manual. Check one(if applicable): ® This contract requires services for children. Recreation Services Agreement/Rev. 3-27-2018 Page 3 of 6 ❑ This contract currently does not require services for children. If in the future, services for children are required,the contract will require a'written amendment' to include the appropriate insurance coverages as required in'Exhibit B—Insurance Requirements for Recreation Contracts', proof of finger printing and additional requirements under Paragraph 13. The contract amendment will also require the approval of the Director of Recreation and Community Services and City Attorney. 14. Coordination of Services. The Parties designate the following persons as Services Coordinators with the responsibility to oversee the delivery of Services in accordance with the terms of this Agreement. Contractor's designation and any substitution are subject to City approval. For City: For Contractor: Name:Marilu Mejia Name:Vicky Chao Position:Recreation Coordinator Position:Manager Contact:Marilum@cupertino.org,408-777-3124 Contact: 15. Abandonment. City may abandon or postpone the Activity or Program and will notify Contractor as soon as possible. Contractor will be paid for satisfactory Services rendered through the date of abandonment upon submission of final invoices approved by City. 16. Termination. City may terminate this contract for cause or without cause at any time and will notify Contractor as soon as possible.Contractor will be paid for satisfactory services rendered through the date of termination upon submission of final invoices approved by City. 17. Governing Law,Venue and Dispute Resolution.This contract is governed by the laws of the State of California. Any legal actions or proceedings filed against City in connection with this contract must comply with the government claims filing requirements and must be filed with the Superior Court for the County of Santa Clara, State of California. At City's request, Contractor is required to continue to provide Services pending resolution of any dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. Attorney Fees. If City is required to pursue litigation,arbitration or other administrative or regulatory proceeding to enforce its rights or the terms of this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs.This Section survives this Agreement. 19. Third Party Beneficiaries.There are no third party beneficiaries under this Contract. 20. Waiver. Neither acceptance of Services nor payment thereof constitutes a waiver of any contract provision. City waiver of a breach shall not constitute waiver of another term, provision, covenant or condition, or a subsequent breach,whether of the same or a different character. 21. Entire Agreement.This Agreement and all referenced Exhibits are hereby attached and incorporated into the Agreement by this reference and represent the full and complete understanding as to those matters contained herein, and supersede any other contract or understanding,either oral or Recreation Services Agreement/Rev. 3-27-2018 Page 4 of 6 written,between the Parties.This Agreement may not be modified or amended except in writing signed by both Parties.If there is any inconsistency between the main contract and any attachments or exhibits thereto, the main contract shall prevail. 22. Inserted Provisions.Each provision or clause required by law or this contract is deemed to be included and will be inferred herein. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. Headings. The headings are for convenience only and are not a part of the contract or intended to affect, limit or amplify the terms or provisions of this Agreement. 24. Severability/Partial Invalidity. If any contract term or provision, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling.All other contract terms and provisions and their application to specific situations will remain in full force and effect. 25. Survival.All provisions which by their nature must continue after the Agreement ends, including without limitation Indemnification, Insurance, Ownership of Materials, Records, Governing Law and Attorney Fees,will survive the expiration or termination of this Agreement. 26. Notices.All notices and instruments pertaining to material provisions of this contract or significant disputes which are required by law or under this contract to be in writing must be sent to the persons listed below. The notices will be deemed effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission. To City of Cupertino: To Contractor: Office of the City Manager cc: Representative/Coordinator: cc: Representative/Coordinator: Marilu Mejia Vicky Chao Email: marilum@cupertino.org Email: 27. Validity of Contract. This contract is valid and enforceable only if it complies with the provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. Execution. The person executing this contract on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to execute this contract and to carry out all actions and services required. This contract constitutes a legally binding obligation of Contractor, and may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. Recreation Services Agreement/Rev. 3-27-2018 Page 5 of 6 IN WITNESS WHEREOF,the parties have caused this contract to be executed. CONTRACTOR CITY OF CUPERTINO Joyful Melodies Music School A Municipal Corporation '--7By By Name V:C�ctl �1.a-o NameL--f lkl,—hlllz Title A-' Title }�7T l Jill Date Date (10 Tax I.D. No.: � APPROVED AS TO FORM: ATTEST: 0 ` v ROC V. FIERRO GRACE SCHMIDT Cupertino Acting City Attorney City Clerk ContractlEncumbered Amount: $40,000 for FY18-19 $40,000 for FY19-20 Account No.:580-62-613-700-702 Recreation Services Agreement/Rev. 3-27-2018 Page 6 of 6 EXHIBIT A SCOPE OF WORK,PERFORMANCE AND PAYMENT SCHEDULES The CONTRACTOR will provide MUSIC CLASSES/CAMPS in,but not limited to,the following: MUSIC CLASSES/CAMPS Location and Time of CONTRACTOR Services: Refer to the Recreation Schedule dated SUMMER 2018—SPRING 2020 for agreed upon dates, times, and class locations. The City, at its sole discretion, may change the agreed terms. Compensation for CONTRACTOR Services: Contractor shall be compensated for services performed pursuant to this Agreement. Compensation shall consist of the following: 70%OF RESIDENT FEE PER PARTICIPANT,BASED ON FINAL ROSTER,MINUS A$10 ADMINISTRATIVE FEE PER PARTICIPANT.The total compensation to the Contractor shall not exceed$40,000 FOR FY18-19 AND $40,000 FOR FY19-20. Eligible Participant Minimum and Maximums for CONTRACTOR Services: Minimum: 3 Maximum: 10 If less than the required minimum number of participants enroll in and pay for a particular class as identified in the schedule before the class is scheduled to start, the City may cancel the particular class and/or terminate this Agreement without additional notice or payment to Contractor. List of all Contractor Employees working for the City of Cupertino (if no Employees, identify "self"): 7%P#w f4k 70)L Mctu / LOALK ork C�►a J (' Trdery Nan �( �in�Vw C H u� s�;r An Yvowe Sftfl" VOwz — h s as& Performance of CONTRACTOR Services: In the case Contractor unilaterally cancels performance of a class, camp, activity or service without City approval, City reserves the right to immediately and without notice cancel the remainder of programs/services offered and or performed by Contractor. The Contractor shall follow all guidelines pertaining to registration procedures as listed in the quarterly recreation schedule. Participants may not take part in the program unless they are listed on the class roster or can show proof of enrollment.All participants and volunteers need to complete the City's Waiver of Liability form prior to taking part in the program. If applicable, contractors who are responsible for supervising minors must remain with the class until a parent of legal guardian has arrived and all minors are released to them. In the event of an injury occurring to a participant, the Contractor will notify the City within 1 hour and complete an Incident Report in the form approved by the City. The Incident Report must be submitted to the City within 24 hours of the injury occurring. Exhibit B Insurance Requirements for Recreation Contracts As required by Section 12 of the Agreement, Contractor shall procure and maintain the following insurance for the duration of the contract against claims arising from or in connection with Contractor, its agents, representatives, employees or subcontractors Services under this Agreement. Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this project/location(CG 25 03 or 25 04) or be twice the required occurrence limit. 2. Automobile Liability: ISO CA 0001 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than$1,000,000 per accident for bodily injury and property damage. K Required if automobile is used to perform work under this contract. ❑ Otherwise, proof of Contractor's personal auto insurance with limits required by state law suffices. Contractor shall not transport or use its personal vehicle to transport participants or perform work under this contract. 3. Workers' Compensation: As required by the State of California, with Statutory and Employer's Liability Insurance limits of no less than$1,000,000 per accident for bodily injury or disease. X Required if Contractor has employees. ❑ If no employees, Contractor must sign Affidavit of No Employees. 4. Sexual Abuse/Molestation: Insurance or the equivalent as required for activities/services involving minors, (i.e., after school activities, recreational programs, athletics, study/training events and transportation of minors). Coverage may be included under General Liability or be obtained in a separate policy, such as Educators Legal Liability (ELL) policy, with a limit of no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this contract or be twice the required occurrence limit. X Required if Contract involves services to children. Insurance coverage required may be satisfied by a combination of Primary and Excess/Umbrella insurance. Self-Insured Retentions: Self-insured retentions must be approved by City. City may require Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language must provide, or be endorsed to provide, that the self- insured retention may be satisfied by either the named insured or City. Acceptability of Insurers:Insurance must be issued by insurers acceptable to City and licensed to do business in the State of California,with an A.M. Best's financial strength rating of"A" or better and a financial size rating of"VII"or better. OTHER INSURANCE PROVISIONS: The CGL policy must contain, or be endorsed to contain, the following provisions: 1. The City, its City Council, boards and commissions, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds with respect to liability arising out of work or Exh.B Insurance for Recreation Contracts Updated 3-26-18 1 operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. 2. Contractor's insurance shall be primary insurance coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, agents, and volunteers. 3. The Insurance Company agrees to waive all rights of subrogation against the City, its elected or appointed officers, officials, agents, and employees for losses paid under the terms of any policy which arise from work performed by Contractor for City. This provision also applies to the Contractor's Workers' Compensation policy. 4. Each insurance policy required by this contract shall provide that coverage shall not be canceled, except with notice to the City. Primary Coverage: The Additional Insured coverage under Contractor's policy shall be primary non- contributory and at least as broad as ISO CG 20 01 04 13 as respects the City and all the insureds/indemnitees. If the limits of insurance required are satisfied in part by Umbrella/Excess Insurance, the Umbrella/Excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a "primary and non-contributory" basis for the benefit of the Additional Insureds before City's own insurance is triggered. Notice of Cancellation: Each insurance policy shall provide that coverage shall not be canceled or allowed to expire without written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Such notice must be sent to City via email or certified mail to the attention of the City Manager. Waiver of Subrogation:Contractor grants City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of payment of any loss under such insurance. Contractor will obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Verification of Coverage:Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications,at any time. At a minimum Contractor must provide acceptable copies of the policy declarations and endorsement page verifying the required insurance coverages. Homeowner's Insurance:Contractor's homeowner's liability insurance may provide coverage sufficient to meet these requirements. Contractor should provide these requirements to his or her agent to confirm and provide verification to City. Special Events Coverage:Insurers may provide special events coverage for a reduced fee, or City may be able to offer this coverage. Contractor should contact the City Manager's Office for information or assistance. Special Risks or Circumstances:City reserves the right to modify these requirements based on the nature of the risk,prior experience,insurer, coverage,or other special circumstances. Exh.B Insurance for Recreation Contracts Updated 3-26-18 2 EXHIBIT D Contractor's Mandated Reporter Declaration The undersigned does hereby certify that: 1. I am a representative of JOYFUL MELODIES MUSIC SCHOOL; that I am familiar with the facts herein and am authorized and qualified to execute this declaration. 2. I declare that JOYFUL MELODIES MUSIC SCHOOL has complied with fingerprinting and criminal background investigation requirements with respect to all Contractor's employees who may have contact with minors in the course of providing services pursuant to the Agreement, and the California Department of Justice has determined that none of those employees has been convicted of a felony, as that term is defined in California Penal Code Section 11105.3. 3. I declare that each coach and administrator shall be required to successfully complete concussion and head injury education at least once, either online or in person, before supervising a participant, as required by California Health and Safety Code Section 124235, et seq. 4. On a yearly basis, all participants shall be required to sign and return a concussion and head injury information sheet in compliance with California Health and Safety Code Section 124235, which may be in the form attached as D-1. 5. That a complete and accurate list of Contractor's employees, who may come in contact with minors during the course and scope of the Agreement, are included below. 6. All of the below mentioned employees have tested negative for TB, or X-ray results for TB, and have current documentation on file with Contractor. 7. All of the below mentioned employees have received training and understand their responsibilities under the Mandated Reporter laws of this state and are willing and able to comply. List of all Contractor Employees working for the City (if no Employees, identify "self"): 76Z pert utimumv Tygy ctie V N �Vomp_ H *40* Vf 10a uez 7 f4K S{� a�sot ka 8. The Contractor will notify the City of Cupertino in writing of any new employees and will be added to the above list prior to beginning work at the City of Cupertino. I declare under penalty of perjury that the foregoing is true and correct. JOYFUL MELODIES MUSIC SCHOOL --7 By: VICKY CHAO Title: MANAGER Date: Policy Number:B 6020807365(CNA) Date Entered:1011012017 ACRD® DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 11/3/2015 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Anna S. Tung, C.I.C. PHONE FAX Certified Insurance Counselor A/c No E,:(408)512-1280 A,C No): (650)649 1987 AODRIEss: asktung@yahoo.com 20660 Stvns Crk Blvd #380 Cupertino, CA 95014INSURERS)AFFORDING COVERAGE NAIC# INSURER A:CNA INSURANCE COMPANY(ntwkdia1712) INSURED Joyful Melodies Inc. INSURER B; EVEREST NATIONAL (NIA)_ INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYYY MMIDD/YYYY A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 CLAIMS-MADE IrNooi, OCCUR B 6020807365 (BOP) 11/3/2017 11/3/2018 PREM IS a occur TO ence $ 300,000 MED EXP(Anyone person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 PRO- PRODUCTS-COMP/OP AGG s 4,000,000 JECT LOC POLICY OTHER: EPI/FURETRO11/3/1.510,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1000000 Ea accident , , A ANY AUTO B 6020807365 (BOP) 11/3/2017 11/3/2018 BODILY INJURY(Per person) $ OWNED SCHEDULED HIRED AUTO/NOA BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per acciERdent $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE I AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YSTATUTE ER B OFFICER/MEMBEER EXCLUDED?ECUTIVE ❑ N/A 6020868795 (WC) 12/13/2016 12/13/2017 E.L.EACH ACCIDENT $ 1,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,0001000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 C SEXUAL MISCONDUCT AND 490054 10/10/2017 10/10/2018 EACH INSD EVENT 1,000,000 MOLESTATION INSURANCE CARRIER RESERVES ALL GHTS SIR PER VICTIM 25,000 POLICY CLAIMS MADE AND R PO TE MUM IFIC/SIR TOTAL AGGRGTE 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CNA INS CARRIER RESERVE ALL RIGHTS TO ADMEND,CHANGE OR REVOKE WITH NOTICES DEEMED LEGALLY PROPER CERTIFIED HOLDER IS AN ADDITIONAL INSURED AS LEGALL DEEM PROPER OTHERWISE VOID AND NULL CERTIFICATE HOLDERS AS: TO BE SPECIFIED PER PROVIDED AND LISTED BY NAMED INSURED OTHERWISE VOID AND NULL CERTIFICATE HOLDER CANCELLATION CITY OF CUPERTINO RECREATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE c/oRachelleSander THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10185 North Stelling Road ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino,CA 95014 AUTHORIZED REPR ESEN TATIVE ANNA S.TUNG C.I.C.CDI#OC25044 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Produced using Forms Boss Plus software. www.FormsBoss.com; Impressive Publishing, LLC 800-208-1977 CNA CNA Connect Renewal Declaration POLICY NUMBER COVERAGE PROVIDED BY FROM - POLICY PERIOD - TO B 6020807365 CONTINENTAL CASUALTY COMPANY 11/03/2017 11/03/2018 333 S. WABASH CHICAGO, IL. 60604 INSURED NAME AND ADDRESS Joyful Melodies Inc 10455 BANDLEY DR STE 300 CUPERTINO, CA 95014 AGENCY NUMBER AGENCY NAME AND ADDRESS 012856 NETWORKED INSURANCE AGENTS 443 CROWN POINT CIR STE A GRASS VALLEY, CA 95945 Phone Number: (530)274-3102 BRANCH NUMBER BRANCH NAME AND ADDRESS 250 SAN FRANCISCO 555 MISSION ST. , STE 200 SAN FRANCISCO, CA 94105 Phone Number: (415)932-7500 This policy becomes effective and expires at 12 :01 A.M. standard time at your mailing address on the dates shown above. The Named Insured is a Corporation. Your policy is composed of this Declarations, with the attached Common Policy Conditions, Coverage Forms, and Endorsements, if any. The Policy Forms and Endorsement Schedule shows all forms applicable to this policy at the time of policy issuance. The Estimated Policy Premium Is $2 ,909 .00 Terrorism Risk Insurance Act Premium $57.00 Audit Period is Not Auditable INSURED Page 1 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 6020807365 Joyful Melodies Inc PROPERTY COVERAGE LIMIT OF INSURANCE The following deductible applies unless a separate deductible is shown on the Schedule of Locations and Coverage . Deductible : $500 Business Income and Extra Expense Coverage Business Income and Extra Expense 12 Months Actual Loss Sustained Business Income and Extra Expense - Dependent Properties $10,000 Employee Dishonesty $25,000 Forgery and Alteration $25,000 LIABILITY COVERAGE LIMIT OF INSURANCE Liability and Medical Expense Limit - Each Occurrence $2,000,000 Medical Expense Limit -- Per Person $10,000 Personal and Advertising Injury $2,000,000 Products/Completed Operations Aggregate $4,000,000 General Aggregate $4,000,000 Damage To Premises Rented To You $300,000 Employment Practices/Fiduciary Liability Retroactive Date : 11/03/2015 $10,000 EPLI Deductible: $0 Hired Auto Liability $1,000,000 Nonowned Auto Liability $1,000,000 INSURED Page 2 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 6020807365 Joyful Melodies Inc SCHEDULE OF LOCATIONS AND COVERAGE LOCATION 1 BUILDING 1 10455 Bandley Dr Ste 300 CUPERTINO, CA 95014 Construction: Frame Class Description: MUSIC & ART STUDIO - NOT DANCE Inflation Guard 3% PROPERTY COVERAGE LIMIT OF INSURANCE Accounts Receivable $25,000 Building $53 ,045 Business Personal Property $104,040 Electronic Data Processing $50,000 Equipment Breakdown $157,085 Fine Arts $25,000 Ordinance or Law - Demolition Cost, Increased Cost of Construction $25,000 Seasonal Increase: 25% Sewer or Drain Back Up $25,000 Valuable Papers & Records $25,000 INSURED Page 3 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 6020807365 Joyful Melodies Inc ADDITIONAL INTEREST SCHEDULE LOCATION 1 BUILDING 1 Type: Designated Person or Organization Additional Interest Name and Address: CITY OF CUPERTINO RECREATION 10185 N Stelling Rd CUPERTINO CA 95014 Type: Designated Person or Organization Additional Interest Name and Address: SAN JOSE UNIFIED DISTRICT 855 Lenzen Ave SAN JOSE CA 95125 Type: Designated Person or Organization Additional Interest Name and Address: SAN JOSE UNION SCHOOL DISTRICT 5175 Union Ave SAN JOSE CA 95124 Type: Designated Person or Organization Additional Interest Name and Address: CITY OF MOUNTAIN VIEW 201 S Rengstorff Ave MOUNTAIN VIEW CA 94040 Type: Designated Person or Organization Additional Interest Name and Address: LGS RECREATION 123 E Main St LOS GATOS CA 95030 LOSS PAYEE SCHEDULE All loss payees as their interests may appear in the Covered Property. The following provisions apply in accordance with the insurable interest of the loss payee : Loss Payee Description of Property: Any Covered Property in which a loss payee, creditor or lender holds an interest, including any person or organization you have entered a contract with for the sale of Covered Property. LOCATION 1 BUILDING 1 Description of Property: Location 1, building 1 Loss Payee Type: Building Owner Loss Payable Loss Payee Name and Address: CLIC INSURED Page 4 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 6020807365 Joyful Melodies Inc FORMS AND ENDORSEMENTS SCHEDULE The following list shows the Forms, Schedules and Endorsements by Line of Business that are a part of this policy. COMMON FORM NUMBER FORM TITLE CNA79203XX 06/2014 Exclusion - Access or Disclosure of Confidential CNA80103XX 09/2014 Primary and Non Contributory - Other Ins Condition CNA81751XX 03/2015 Cap on Losses from Certified Acts of Terrorism S3146916C 05/2017 California Changes SB147075A 01/2006 Economic and Trade Sanctions Condition SB147082E 04/2014 Businessowners Common Policy Conditions SB147086B 04/2010 Loss Payable Provisions COMMERCIAL PROPERTY FORM NUMBER FORM TITLE SB146801I 04/2014 Businessowners Special Property Coverage Form SB146802E04 06/2016 Business Income and Extra Expense SB146803A 01/2006 Seasonal Increase SB146804A 01/2006 Arson and Theft Reward SB146805B 06/2016 Claim Data Expense S3146806B 01/2008 Debris Removal SB146807E 06/2016 Employee Dishonesty SB146808A 01/2006 Expediting Expenses SB146809C 07/2009 Fine Arts S3146810A 01/2006 Fire Department Service Charge SB146811A 01/2006 Fire Protective Equipment Discharge S3146812C 04/2010 Forgery and Alteration SB146813B 01/2008 Newly Acquired or Constructed Property SB146814B 03/2006 Ordinance or Law SB146815A 01/2006 Outdoor Trees, Shrubs, Plants and Lawns S3146816A 01/2006 Pollutant Clean Up and Removal SB146817A 01/2006 Preservation of Property SB146818A 01/2006 Temporary Relocation of Property SB146819A 01/2006 Water Damage, Other Liquids, Solder, Molten Damage SB146820C 06/2011 Accounts Receivable SB146821A 01/2006 Appurtenant Buildings and Structures SB146822A 01/2006 Building Glass SB146823B 01/2008 Business Income Extra Expense - Dependent Property S3146824B 01/2008 Business Income Extra Expense-Newly Acquired Locs SB146825C 06/2011 Business Personal Property Off Premises SB146826B 01/2008 Civil Authority SB146827F 06/2011 Electronic Data Processing SB146828E 04/2014 Equipment Breakdown SB146830B 01/2008 Money Orders and Counterfeit Paper Currency SB146831B 06/2011 Nonowned Detached Trailers SB146832B 01/2008 Ordinance or Law-Increased Period of Restoration SB146833A 01/2006 Outdoor Property SB146834A 01/2006 Personal Effects S3146835A 01/2006 Signs SB146836A 01/2006 Spoilage Consequential Loss SB146837A 01/2006 Theft Damage to Rented Property SB146838C 06/2011 Valuable Papers and Records SB146839F 06/2011 Sewer or Drain Back Up SB146936A 01/2006 Inflation Guard INSURED Page 5 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 6020807365 Joyful Melodies Inc FORMS AND ENDORSEMENTS SCHEDULE COMMERCIAL PROPERTY FORM NUMBER FORM TITLE SB147084C04 04/2012 California Fungi, Wet Rot, Dry Rot, Microbe Exln SB300129B 01/2008 Targeted Hacker Attack SB300139C 04/2014 Protective Safeguards SB300456A 07/2007 Concurrent Causation, Earth Movmnt, Water Excl Chg S3300596A 01/2008 Identity Theft/Recovery Services Endorsement SB300602A 01/2008 Tenants Improvements and Betterments for Building COMMERCIAL GENERAL LIABILITY FORM NUMBER FORM TITLE SB146902G 06/2016 Hired Auto and Non-owned Auto Liability SB146932F 06/2016 Blanket Additional Insured - Liability Extension SB147079A 01/2006 War Liability Exclusion SB147080A 01/2006 Exclusion - Silica S3147083B 07/2009 Fungi/Mold/Mildew/Yeast/Microbe Exclusion SB147088A04 01/2006 Exclusion - Asbestos SB147089A 01/2006 Employment - Related Practices Exclusion SB300000D 04/2014 Businessowners Liability Coverage Form SB300113D 06/2016 Addl Insured - Designated Person or Organization SB300441A 01/2007 Fiduciary Liability Coverage Form SB300449A 01/2007 Single Limit of Insurance Endorsement SB300450A 01/2007 Employment Practices Liability Coverage Form SB300849A 07/2009 Recd and Distribution of Material or information *** PLEASE READ THE ENCLOSED IMPORTANT NOTICES CONCERNING YOUR POLICY *** FORM NUMBER FORM TITLE CNA62823XX 06/2015 Notice To Policyholders Jurisdictional Inspections CNA79240XX 06/2014 Important Info Excl App to Access or Disclosure CNA81758XX 03/2015 Notice - Offer of Terrorism Disclosure of Premium CNA86716XX 06/2016 Policy Holder Notice SB301000A 04/2010 Hired and Non-Owned Auto Liab Policyholder Notice Countersignature Chairman of the Boartl P-S.7etary SB-146895-A (Ed. 01/06) INSURED Page 6 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 6020807365 Joyful Melodies Inc POLICY CHANGES ENDORSEMENT EFFECTIVE 05/16/2018 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. It is agreed that the Waiver of Subrogation has been added in favor of the following name (s) : Form #: SB300022C - 0616 Title: Waiver of Subrogation Name: CITY OF CUPERTINO Chairman of the Board /1,rt`J�7•�.��► V Secretary G-56015-B (ED. 11/91) CNA SB(Ed. 6-166)) (Ed. 6- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION SCHEDULE Name Of Person Or Organization: CITY OF CUPERTINO Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS We waive any right of recovery we may have against: 1. Any person or organization shown above or in the Declarations; or 2. Any person or organization with which you have a written contract that requires such a waiver, provided the contract was executed prior to the loss. O N O O O All other terms and conditions of the Policy remain unchanged. SB300022C (Ed. 6-16) Page 1 of 1 Copyright,CNA All Rights Reserved. CNA CNA Connect Endorsement Declaration POLICY NUMBER COVERAGE PROVIDED BY FROM - POLICY PERIOD - TO B 6020807365 CONTINENTAL CASUALTY COMPANY 11/03/2017 11/03/2018 333 S. WABASH CHICAGO, IL. 60604 INSURED NAME AND ADDRESS Joyful Melodies Inc 10455 BANDLEY DR STE 300 CUPERTINO, CA 95014 AGENCY NUMBER AGENCY NAME AND ADDRESS 012856 NETWORKED INSURANCE AGENTS 443 CROWN POINT CIR STE A GRASS VALLEY, CA 95945 Phone Number: (530)274-3102 BRANCH NUMBER BRANCH NAME AND ADDRESS 250 SAN FRANCISCO 555 MISSION ST. , STE 200 SAN FRANCISCO, CA 94105 Phone Number: (415)932-7500 This policy becomes effective and expires at 12:01 A.M. standard time at your mailing address on the dates shown above. This endorsement changes your policy. Please read it carefully. This Endorsement Results In No Change In Premium. The Named Insured is a Corporation. Audit Period is Not Auditable INSURED Page 1 of 3 POLICY NUMBER INSURED NAME AND ADDRESS B 6020807365 Joyful Melodies Inc ADDITIONAL INTEREST SCHEDULE LOCATION 1 BUILDING 1 The following has been added to your policy effective 05/16/2018 Type: Designated Person or Organization Additional Interest Name and Address: CITY OF CUPERTINO 10185 N. STELLING RD CUPERTINO CA 95014 INSURED Page 2 of 3 POLICY NUMBER INSURED NAME AND ADDRESS B 6020807365 Joyful Melodies Inc FORMS AND ENDORSEMENTS SCHEDULE The following list shows the Forms, Schedules and Endorsements by Line of Business that are a part of this policy. COMMON The following forms have been added to your policy, effective 05/16/2018 FORM NUMBER FORM TITLE SB300022C 06/2016 Waiver of Subrogation G56015B 11/1991 ENDORSEMENT EFFECTIVE 05/16/2018 Countersignature Chairman of the Board � Secretary SB-146895-A (Ed. 01/06) INSURED Page 3 of 3 CNA Insured Name Producer Information JOYFUL MELODIES INC NETWORKED INSURANCE AGENTS GRASS VALLEY, CA 95945-9557 Policy Number Producer Processing Code WC 6 20868795 250-012856 Policy Period CNA Branch 12/13/2017 to 12/13/2018 SAN FRANCISCO 555 Mission Street Suite 200 Endorsement San Francisco, CA 94105 Thank you for choosing CNA! With your Workers Compensation And Employers Liability Insurance policy, you have insurance coverage tailored to meet the needs of your business. The international network of insurance professionals and the financial strength of CNA, rated "A" by A.M. Best, provide the resources to help you manage the daily risks of your organization so that you may focus on what's most important to you. Claim Services The Workers' Compensation Claim Kit will help you and your employees take full advantage of CNA's comprehensive services. We work with you, your employees and medical providers to promote workplace safety; control risks; facilitate early return to work when medically appropriate; prevent fraud; and assist you in recognizing your opportunities and responsibilities in managing Workers' Compensation costs. Go to www.cna.com/claim to obtain information on • How to report a loss • How to find a network provider • PPO panel request If you have questions or need additional information, you can call CNA customer Service at (877) 574-0540, or send an email to fsrmail@cnacentral.com, or contact your independent CNA Insurance Agent. State Required Posting Notices If you are not the person directly responsible for having these Posting Notices displayed, please direct these notices to the appropriate person within your organization. Posting Notices are required to be displayed in accordance with specific requirements as stated in the notices. The applicable notice(s) and the quantity included are based on the number of physical addresses in each covered state provided by your independent CNA Insurance Agent. 0 Copyright CNA All Rights Reserved. CNA Workers Compensation And Employers Liability Insurance 1-olicy Declaratjon3 INFORMATION Dr • CALIFORNIA j Coverage Provided By Policy Number Valley Forge Insurance Company a Stock Insurance Company Policy Number: WC 6 20868795 333 S Wabash Ave Chicago, IL 60604 NCCI Carrier Code: 15032 ftem 1 Named Insured and Address I JOYFUL MELODIES INC NETWORKED INSURANCE AGENTS GRASS VALLEY, CA 95945-9557 Type of Entity: Corporation (Not Otherwise Classified) Producer Processing Code: 250-012856 FEIN Number: 02-0676594 THE FOLLOWING ITEM(S) HAS/HAVE BEEN CHANGED ❑ Insured's Name ❑ Insured Legal Status ❑ Insured's Mailing Address ❑ Item 3.A. States ❑ Experience Modification X❑ Item 3.D. Endorsement Numbers ❑ Change in Workplace of Insured X❑ Item 4.*Class, Rate, Other ❑ Interstate/Intrastate Risk ID Number ❑ Interim Adjustment of Premium . . .. ..._..--.._........... Account Number: 3029942454 Date of Issue: 05/21/2018 Policy Issuing Office: SAN FRANCISCO Below are the details of the changes made to your policy: Chairman of the Board Secretary Form No: G-145650-A (11-2003) Policy No:WC 6 20868795 Endorsement Effective Date: 05/16/2018 Endorsement Expiration Date: Policy Effective Date: 12/13/2017 Endorsement No: 12; Page: 1 of 2 Underwriting Company: Valley Forge Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 Copyright CNA All Rights Reserved. CNAWorkers Compensation And Employers Liability Insurance I Class Classification of Operations Estimated Rate per Premium Code Total Annual $100 Difference Remun Remun State: California **ADDED** Effective 05/16/2018 0930 Waiver Of Subrogation $0 The Endorsement Schedule is amended to add the following endorsement(s) and/or notice(s) to your policy. Number Edition Date Endorsement Title Endorsement Number G-145650-A 11-2003 INFORMATION PAGE CHANGE ENDORSEMENT - 12 CALIFORNIA WC 04 03 06 04-1984 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS 13 ENDORSEMENT-CALIFORNIA PLEASE READ THE ENCLOSED IMPORTANT NOTICES CONCERNING YOUR POLICY Number Edition Date Form Title None 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 Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: G-145650-A (11-2003) Policy No:WC 6 20868795 Endorsement Effective Date: 05/16/2018 Endorsement Expiration Date: Policy Effective Date: 12/13/2017 Endorsement No: 12; Page: 2 of 2 Underwriting Company: Valley Forge Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 ©Copyright CNA All Rights Reserved. CNAWorkers Compensation And Employers Liability Insurance We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description City of Cupertino They will be teaching some class at a location owned by the city 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 Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 04 03 06 (04-1984) Policy No:WC 6 20868795 Endorsement Effective Date: 05/16/2018 Endorsement Expiration Date: Policy Effective Date: 12/13/2017 Endorsement No: 13; Page: 1 of 1 Underwriting Company: Valley Forge Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 Copyright 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual'2001. CNA SB 146932E (Ed. 6-16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1. Primary—Noncontributory provision 2. Definition of"written contract." II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Legal Liability—Damage to Premises E. Personal and Advertising Injury—Discrimination or Humiliation F. Personal and Advertising Injury—Broadened Eviction G. Waiver of Subrogation -Blanket Q m ti I. BLANKET ADDITIONAL INSURED PROVISIONS $ A. ADDITIONAL INSURED—BLANKET VENDORS N O Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a "written contract'to provide insurance, but only with respect to "bodily injury"or"property damage"arising out of"your products"which are distributed or sold in the regular course of the vendor's business,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; SB146932F(6-16) Page 1 of 7 Copyright,CNA All Rights Reserved. S CNA (Ed.Ed. 6-6-16)6) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (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 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a"written contract.": 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such"written contract"; b. Coverage broader than required by such "written contract"and in no event greater than that described by the applicable paragraph a.through k. below;or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you;or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F(6-16) Page 2 of 7 Copyright,CNA All Rights Reserved. S CNA (Ed.Ed. 6-6-16)6) b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners 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 you, 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 you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, 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. e. Lessor of Land Any person or organization from whom you lease 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 that specific part of the land leased to you, 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 insurance hereby afforded to the additional insured 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 you, or such owner or lessor's real estate manager, 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 part of the premises leased to you, 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 insurance hereby afforded to the additional insured 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 ownership, maintenance,or use of a premises by you. N This insurance does not apply to structural alterations, new construction or demolition operations N performed by,on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or 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 you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings,sidewalk vaults, street banners, or decorations and similar exposures;or (b) The construction,erection,or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance;or SB146932F(6-16) Page 3 of 7 Copyright,CNA All Rights Reserved. CNA S(EEd.d. 6-16)- (2) The permitted or authorized operations performed by you or on your behalf. But 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 government 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 requirement that additional insured status must be requested under a "written contract", we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are 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"cause by: a. Your acts or omissions;or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. 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 your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For"bodily injury,""property damage,"or"personal and advertising injury"arising out of the rendering or failure to render any professional services; (2) For"bodily injury"or"property damage" included in the "products-completed operations hazard." But this provision (2)does not apply to such"bodily injury"or"property damage"if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such"bodily injury"or"property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A.and B, above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a"written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to: SB146932F(6-16) Page 4 of 7 Copyright,CNA All Rights Reserved. S CNA (Ed.Ed. 6-6-16)6) (1) The"bodily injury"or"property damage";or (2) The offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision,and the changes made by this endorsement to such provision do not apply. A. Bodily Injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of"Bodily injury"is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock,mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence,"offense, claim or"suit"is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any"executive officer"or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust;or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. 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 as such and, in the case of a spouse, where such claim seeks damages from marital common 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 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. D. Legal Liability—Damage To Premises 1. Under B. Exclusions, 1.Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "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 SB146932F(6-16) Page 5 of 7 Copyright,CNA All Rights Reserved. CNA SB 146932E (Ed.6-16) 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; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. 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 or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of 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 D— Liability and Medical Expenses 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." 2. Under B. Exclusions, 1.Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. E. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or SB146932F(6-16) Page 6 of 7 Copyright,CNA All Rights Reserved. S CNA (Ed.Ed. 6-6-16)6) (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 person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15)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. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of 'Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. G. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. r m N All other terms and conditions of the Policy remain unchanged. g N 0 0 0 N O O ("J SB146932F(6-16) Page 7 of 7 Copyright,CNA All Rights Reserved. SNA SB-146936-A (Ed.01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INFLATION GUARD This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners b. The percentage of annual increase shown in Special Property Coverage Form: the Declarations, expressed as a decimal Inflation Guard (example: 5% is .05); times 1. The limit of Insurance for Building will be c. The number of days since the beginning of increased by the annual percentage shown in the the current policy year or the effective date of the most recent policy change amending the Declarations, if you choose this optional coverage. limit,divided by 365. The limit of Insurance for Business Personal Example: Property will be increased by the annual percentage shown in the Declarations, if you If: the applicable limit is$100,000. choose this optional coverage. The annual increase is 5%. 2. The amount of increase will be: The number of days since the beginning of a. The limit that applied on the most recent of the policy year(or last policy change)is 146. the policy inception date, the policy anniversary date, or any other policy change The amount of increase is: amending the limit; times $100,000 x .05 x 146/365=$2,000. SB-146936-A Page 1 of 1 (Ed.01/06)