18-001 Brainvyne LLC C1TY OF
No. �� � � � ��
FY2015-20
CUPERTINO
RECREATION SERVICES AGREEMENT
1. I'a�fies.This contract is made and enfiered into as of 6/18/2018 ("Effective Date"),by and
between the City of Cupertino, a municipal corporation ("City"), and with BRAINVYNB LLC,
PALO ALTO, Cfl, 94303 ("Co�iractor"), a CALIFORNIA CORPORAT.ION
for EDUCATIONAL CANTPS.
2: 5ervices.C�ntractor agrees to provide Ehe Sexvices included in the Scope of Work and
in accordance with the Schedule of Performance attached in Exhibit A.
3. Te�m. This contract begins on the EfFective Date and ends on 6/30/2020 ("Contract
Time"),unless exterided or terminated as provided herein.Time is of fhe essence and Contractor must
have sufficient time,resources, a�d q�alified statf to deliver the Services as required. Cantractor must
promptly notify City of any actual or potenfiial delays to afford the Parfiies adequate opport�znify to
address or mitigate such delays.
4. Cornpensation. City will pay Contractox for satisfactory performance of the Services an
_amount that will based upon actual costs but that will be capped so as not to exceed$10,000 FOR FY18-
19, $10,000 FOR FY19-20 ("Contract Price"), based upon the Scope of Services, budget, performance
� sched�xle, and rates incl�xded in Exhibit A. The maximum compensation in.cludes aIl costs, expenses
and reimbursemezzts and will remain in place even if Cont�ractor's actual costs exceed the capped
amotutt. Colztractor must subrnit ixlvoices anc�the information requixed in E�clii.bit A u1 or�er to receive
payment. City will compensate Cont-ractor wiFhin 30 days after approval of written invoices.
T�voices are subject to review and audil:by City c�uring regular business hours upon 24-hours'
notice. Contractor must lnaintain cornplete and accurate records of payrolls, expendittxres,
disbursements and other cost ifems charged to City or estabTishing the basis for an invoice, for a
minirnum of four(4)years froim the date of final payment.
5. Independent Contractor.Contractor is a��t independent Contractox anc�not an employee,
paxtner, or joint ve�nture of City, Contractor is solely responsi.ble for fhe means and methods of
performing the Services and for the persons hired to work unc�er this Agreernez�t.No civzl service shahxs
or other right of ernployrneilt will be acquired by virfiue of Coxzlxactor's perforrnattce of the Services.
Contractor is a.1ot entifled to City's health benefits, woxker's cornpexlsation or any other benefit.
Coniracfor must have khe s1<ills and qualifications to perform the Sexvices in a competent and
professional znanner. Contractor will supply all tools, lnaterials and equipment required to pe�form
the Services cynder this Contract. Contractor is responsible for obtaining permits and licenses required
by law and rnusf obtain a City business license.
Recreation ServicesAgreement/Rev. 3-27-2018
Page 1 of 6
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6. Proprietary/ConficlenEial Tnforrnation.To the extent Contractor may have access to
privale or confidential uzforrnaiaon owned or controlled by the City, Coniractor agrees to treat it
coi�idential and use it solely to perform this Agreement. Corltractor must exercise the same standard
of care to protect City inforina�ion as a reasonably prudent Contractor would �xse to protect its owxz
propxietary data. __. _ _
7. Ownership of Materials.To the exfient Cont�racfox prepares writfen material, drawings
or data in connection with this contract, City will have the property rights to those materials and al1
copyrights,if any, to such worl<p�oduct will consEitute City property.
� 8, Recoxds.Contractor must rnaintain cornplete, accurate,and detailed accounting records
relating to its performance in accordance wi�l1 generally accepted accouz�ting principles and
procedures. The records must include detailed infornlation about Contractor's services, bencllrnarks,
deliverables and costs/fees,and must be made reasonably available to City.The records and supporting
documents must be kept separate frorn other files and maintained for foux years froxn the date of City's
final payrnent. . "
9. Assignmenf.This Contract is not assignable. Contractor may not substitute another or
txansfer any rights or obligations under this Contract without priox written approval of City.Only those
persons whose narnes are included in Exhibit A may perform the Services.
10. Publicity and Sig�s.Any publicity generated by Contractor relafed to this confract or
the Services dtzring the Contract Tirne and for one year thereafter must reference City contributions.
Tlze words "City of Cupertino" shall be displayed in all pieces of publicity, including flyers, press
releases, posters, brochures, public service announceznents, interviews and newspaper articles. No
signs may be posted,exhibited or displayed on or about City property,except signage requi�ed 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 ox willful misconducfi of City persoruzel, Contracfor agrees to indemnity, defend, �
and hold harmless the City, its City Council, boards and comrnissions, officers, officials, employees,
agenfis, servants, volunteers and Co�tractors (collectively, "Indemnifees"), through legal counsel
acceptable to City, from and agarnst any Iiability for damages, clairns, actions, causes of action,
demands,charges,Iosses, costs and ex�enses (including attoiney fees,legal costs and expenses related
to litigation,arbitrations,administrative a�1d regulatory proceedings), of every natuxe,arising out of or
in any way related to Contractor's or Contxactor's agents perforrnance of this contract or the Services.
This includes but i.s not limited to Liability resulting in personal injury, death, properEy damage, or
_ econo�nic 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 payrnents may be deducfed or
offset to cover an.y money the City lost due to a claim or counterclaim arising out of this Contr�ct.
12. Insurance. Contractor shall comply�vith the rnsurance requirements in Exhibit B.City
will not execute the Agreement until ifi has received a7zd approved satisfactory cerfiificates 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.
Recreatron Services Agreement/Rev. 3-27-2018
Page 2 of 6
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13. Coinpliance with Laws and Other City Requirernenfis.
Requirernents fo� all Confiracts. This conixact is subject to local, state and federal laws and
reg-�.xl�tions prohibititzg discrimination,includulg Title VII of the Civit Rights Act of 1964,the Californil
Fair Ernploymenfi Practices Act,fhe Arnericans with Disabilities Act of 1990,and othex laws that perfain
to fair employment anc� anfii-discr�ni�zation paractices. Co�niracior m�xst comply with labor laws
pertaining to prevailing wages, working hours, overfii�ne, payroll records, and otYler requiremenfs
imposed by the Department of I��dustrial Relatxons.If Conixactor does not have employees,it must sign
the Affidavi.t of No Ernployees, al-tached as Exhibifi C. Contractor is responsible for verifying
employrnent eligibility of einployees puxsuant to the Immigration Reform and Control Act of 1986.
Contractor must comply with conflicf of interest Iaws and regulations applicable to tlzis Agreement a�id
avoicl conflicts o�interest. Contracfox may be required to file a con£lict of interest form for engaging in
governmentaI decisions or sexving in a staff capacity,and is hereby advisect to review the requirernents
of Califortlia Political Reforrn Act and the Cali£ort�.i.a Code of Regtxlations. Services may only be
performed by persons who are not employed by City and who do not have a conlxactual relationship
wifih City other than this contract. Coniractor agrees to abide by City policies and adrn�irtisfirative rules
prohibiiing gifts to City officials and employees.
Additional Requirements fox Services Provided to Minors: Contractor and its employees
who provide services under fihis Agreement must comply with these additional requirements:
A. Undergo fingerp�inting and a cri�nin.al background check and verify all employees
providing services under this conixact have met this requirernent.
B. Cornplete a Tuberculosis screening test as required by law and as set fortlz in Exhibit D.
C. Cornply zvith the Mandatory Peporting tu�der 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 perfaining to cancussion evaluat�on,xemoval£xom
play, a�1d return to play protocols. (Re#er to Center for Disease Control & Prevention,
htt�s://www.cdc.gov/hea dsu�/index.html,�.
D. Submit required forms and acknowledgments included in Exhibit D, and ensure its each
participant is pxovided with a concussion information sheet,signs and returns the forms to
the City as required by Health and Safety Code Section 124235.
Require coaches a�d administrators to successfully complete the cox�.cussion and head injury
education at least once eithex online o� in pexson, before supervising a partici�ant.
Contractor shall offer training, e�.ucational materials, or both to each Cont�ractor
adrninistrator on a yearly basis. (Trai.ning resources are available at the Centex for Disease
Control&Prevenfiion(Iink cited above),
E. If praviding instruction, Contractor inust acknowledge and cox�nply with alI requirements
set forth in the Recreation&Comt�.unity Services Instructo�Manual.
Check one (if applicable):
� This contract requues services for children.
Recreatiora ServicesAgreement/Reu 3-27-2018
Page 3 of 6
❑ This conixact currently does not require services for children. If in the future, services
for children are required,t11e contr�ct will require a'wrztten amendment'to include fihe
appropxiate insurance coverages as required i�1`Exhibit B-Insurance Requirelnents for
Recreation Contracts', proof of finger printing and additional reqttirernents under
Paxagraph 13. The coritract amendment will also require the approval of the Director of
Recxeation azld Cominunity 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 Sexvices in accordance with fhe terms of
this Agreernent.Contractor's designation and any substifution are subject to City approval.
Por Citq: _ Por ContracEor:
Name:Marilu Mejia Name:Rathna Ramakrishnan
Position:Recxeatzon Coordanator Position:Camp Directar
Contact:MarilumC�cu�erfino.or�,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 satisfactoxy Services rendered through the
date of abandonment upon submission of final invoices approved by City.
16. Terxniriation. City may terininate this coniract for cause or without cause at any time
and wi11 notify Conixactor as soon as possible.Contractor will be paid for satisfactory services rendexed
through fihe dafe of termination upon submission of final invoices approved by City.
17. Governing La�cv,Ventxe and Dispute Resolution.This contract is governed by the laws
of the St1te of California. Any legal actions or proce�dings filed againsf City.in connection with this
coniract musf comply wifih the government claims filing requirements and musfi be filed with fihe
Superior Court for the County of Santa Clara, State of California. At City's request, Coniractor is
required to continue to provide Services pending resolution of any dispute. If fhe Parties elect
arbitrafiion, the arbitrator's award must be supported by law and substantial evidence and include
detailed written finduzgs of law and fact.
18. Attorney Fees. rf City i.s required to pwrsue litigation,arbitrafion or ofher admiivsfirative
or regulatory proceedirlg to enforce its rights or the terrns af this Agreernent,the prevailing party will
be entitled to reasonable attorney fees and costs.This Section survives this Agreement.
_ _ _ _ 19. _ Third Parfiy Benefici.aries.There are no third party beneficiaries under this Coniract.
20. Waiver.Neifiller acceptance of Services nor payment fihereof constitutes a waiver of any
contract provision. City �vaiver of a breach sk�all not constitute waiver of anofher term, provision,
covenant or corldition, or a subsequent breach,whether of the same or a diffexent character.
21. Entire Agreement.This Agreement and all referenced Exhibits are hereby aftached and
inlcorporated i�1to the Agreement by this reference and represent the full and coinplete understatlding
as to those maiters contaaned herein,and supersede any other contract or understanding,either oral or
Recreation Servdces Agreem ent/Rev. 3-27-2a18
Page 4 of 6
wrztte�z,between the Parties.This Agreement may not be modified or amended except in writing sigzzed
by both Parties.If there is ariy inconsistency between I:he ma�.z co�tract and any atfiachments or e�ibits
thereto,the main contract shall prevaiJ.
22. IriserEed Provisions.Each provision or clause requirec�by law or this contract is deerned
to be included .a�.zd will be inferred heiein. Eitller party may request an amendment to cure any
mistaken insexti.on or omission of a required provision,
23. Headings. 'I�Ze headings are for convetuence only and are not a part of fhe contract or
infielzded to affect,limit or amplify the terms or provisions of this Agreernent.
24. Severa�ility/Partial Tnvalidity.If�u1y contract term or provision, or the.ir application to
a particular situation, is found by the court to be void, invalid,i]Iegal or unenforceable, such terrn or
provision shall rem.ain i.n 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�lzeir nature rnust continue after the Agreernent ends,
incl�xding without limitation Indemnification,Insurance, Ownership of Matexials,Records, Governing
Law and Attorney Fees,will survive the expiration ox termination oE this Agreement.
26. Notices.All notices and insiruinents pertaining to material provisions of this cont�ract or
significant disputes which are required by law or under this contract to be in writing must be sent to
the pe.rsons listed below. The notices will be deemed effective on the date of personal delivexy or fihe
date confirrned by a reputable overnight delivery service,on the fiEFh calendar day after deposzt in the
Unzted States Mail, postage prepaid, registered or certified, or khe next business day following .
electronic subrnission. �
To Czty of Cupertino: To Contractor: �
Office of the City Manager Palo Alto,CA 94303
10300 Torre Ave., Cupertino CA 95014 cc:Representative/Coordinator:
cc:Representative/Coordinator: Rafihna Ramakrishnan
Marilu Mejia Email:
�mail: marilum@cupertino.arg
- 27. VaYidity o;f Coritract. This contract is valid and enforceable only if it complies wit11 hhe
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. ExecuEion. The person executing this contract on behalf of Contractor repxesents and
warrants that Contractor has full right, power, and authority to execute this contract and to ca�txy out
aIl actions and services xequired. This contract constiiutes a legally binding obligation of Contractor,
and rnay be executed in counterparts, elch one of which is deemed an original and all oi which, tal<en ,
together,constitute a single binding insiruinent.
.Recreation Services Agreement/Rev. 3-27-2018
Page 5 of 6
IN WITNESS WHEREOF,tlle parties have caused tllis contract to be executed.
CONTRACTOR CITY OF CUPERTINO
BRA.IN NE L.L.C. A Municipal Corporation
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Name RIJI`th�+�. RA,����S��lA�1 Name� G'I�f 7�� /�%�'1��
Title CC�i�'1�Dtl'��OY Title/��,,�%f�C.�•�
—, - —
Date '��I ��S Date(�'-� �"��
Tax I.D.No.: '�"�I�`���D3���
APPROVED AS TO Ff�RM: ATTEST:
/ `—/ '"���r � " .,� ri/b_�__!� .
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CIO V.FIERRO GRACE SCHMIDT p�
Cu ertino Acting City Attorney City Clerk � rr� �p
ContractlEncumbered Amount:
$10,000 for FY18-19
$10,000 for FY19-20 �
Account No.:580-62-613-700-702
Rect^eation Services Agreement/Rev. 3-27-2p1$
Page 6 of 6
EXHIBIT A
SCOP�OF WORK,PERFORMANCE AND PAYMENT SCHEDULES
The CONTRACTUR will provide EDUCATIC7NAL CAMPS in,bat not IirniEed to,the
following:
MONEY 101, BRTCK FILMS, BRICKS FOR TOTS
Lacatian and Tirne of CONTRACTOR Services:
Refer to the Recreation Schedule dafed SUMM�R 2018—SPRING 2020 for agreed upon dates,
times, and class locations. The City,at its sole discretion,may change fl�e ag�eed terms.
Compensafiion for CONTRACTOR Services:
Contractor shall be compensated for services performed pursuant to this Agreement. Compensation
shaIl consist of the following: 70%of resident fee per participant,based on final roster,min�xs a$10
adrninistrative fee per participant. The total compensation to the Contractor sha11 not exceed$10,000
FOR FY18-19, AND$10,000 �OR FY19-20.
Eligible Paxticipant Minirnurn and Maximurns for CONTRACTOR Services:
Minirnurn: 5
Maximum: 30
If Iess than the required mirumum number of participants enroll in and pay for a particular class as
identified in the schedule before the class is scheduled to starf,the City rnay cancel the particular cl.ass
and/ox fiexminate this Agreement without additional notice or payaxi.ent to Contracfior.
List of a11 Contractor Bnnpl.oyees working for the Ciiy af Cupertino (if no Employees,identify
"self"):
.�'-�-�-���, 01.,�,
��� �`��.�e� 9 �
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Performance of CONTRACTOR Services:
In the case Coniractor unilaterally cancels performance of a class,camp, activity or service wifhout
City a�proval, City reserves the right to irnrnedi.ately and wifhout notice cancel the rem ainder of
programs/services offered and or perforrned by Contracfior.
The Confr�ctor shall follow alI guideli�zes pertaining to registration pxocedures as listed in the
quarterly recreation schedule.Participants may not tlke part uz the progra7n unless fihey axe listed on
the class roster or ca11 show proof of enrollment.AII participants and vollr.nteers need to complete tlie
City's Waiver of Liabi�ity forin prior to takitlg part in the program.If applicable,coniractors who are
responsible for supervising minors must rernain with the class until a parent of legal gcxardian has
arrived and all minors are released to them.
Tn the event of an injury occurring to a participant, fihe Contractor will notify the Cifiy within 1 hour
and complete an Incident Report in fihe forin approved by ihe City. The Incident Report must be
submiEted to the CiEy Gvithin 24 hours of the in.jury occurring.
, Exhibit B
InsuNun.ce.R�qziiwements,foN 12,e+cr�ativ.n Contr�ccts
As required by Section 12 of the Agreement, Contractor shall procure and maintain t11e following znsurance
for tlie duration of the contract against claims arising from. or in connection witki Contractor, its agents,
represent�tives, employees or subcontractors Services under this Agreement.
Miuimum Seope and Limit of Insur�nce. Coverage shall be at least as broad as:
l. Commercial General Liability(CGL); Insuraiice Seivices O£�ce Form CG 00 O1 covei7ng 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 zequired occurrence limit.
2. Autamobile Liabiyity: TSO CA 0001 covering Code 1 (any auto), or if Contractor has no o�vned autos,
Code 8 (hired) and 9 (non-owned), with limits no less than$1,000,000 per accideiit Por bodily injury and
property damage.
!� Required if automobile is usecl to perfoNm wo�lc under this eontNc�et.
❑ Other^wise, proof of Contrczctor's personal auto insur�ance with limits requiNecl by state law
suffices. Contractor shall not t�anspor�t o�use its personc�l vehicle to transport pczrtzcipants or
perforrrz wo�k under this contract.
3. Worirexs' Compensation: As required by the State of California, with Statutory and Employer's
Liability Insurance limits of no less than$1,Q00,000 per accident for bodily injury or disease.
@4 Required if Cor�tractor has employees.
❑ If no employees, Contracta�must sign Affzdavzt of No Employees.
4. Sexual Abuse/Molestation: Insurance or the equivalent as required for activities/servzces involving
minors, (i,e., after school activities, recxeational programs, athletics, study/training events and
transportation ofminors). Coverage may be included under General LiaUility 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 aggregata limit applies, it must apply separately to this contract or be twice the
required occurrence limit.
�) Requirecl if Contr^act involves services to children.
Insurance coverage required may be satisfied by a com�bination of Primazy and Excess/LTmbrella insurance.
Self-.Insured Retentior�s: Self-insured retentions must be approved by City. City may require Contractor to
provide proof of ability to pay losses and xelated investigations, claim administration, and defense
expenses within tlie 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 oflnsu�e�s: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 fmancial size
rating of"VII"or better.
OTAER INSLJI2ANCE PROVISIONS: The CGL policy must contain, or be ez�dorsed to contain, the
following provisions:
1. The City, its City Council, boards and cornmissions, officers; officials, employees, agents, servants
and volunteers are to be covered as additional insureds with respect to li�.bzlity arising out of work or
Exh.B Insurance for Recreation Contracts Updated 3-26-18
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operations performed by or on belialf of the Contractor including materials, parts ox equipment
furnished in connectian with such work or operations.
2. Contractor's insurance shall be primnry insurance coverage at least as broad as ISO CG 20 Ql 04
13 as respects tha City,its officers, officials, employees,agents, and volunteexs.
3. The Insurance Company agrees ta 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
wluch 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 sha11 provide that coverage shall not be canceled,
except with notice to the City.
Prirnary Coverage: The Additional Insured coverage under Contractor's policy shall be primary non-
contributory and at least as broad as ISO CG 20 Ol 04 13 as respects the City and all the
insureds/indemnitees. If the Iimits of insurance required are satisfied in part by Umbrella/Excess Insurance,
the UmbrellalExcess Insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a"primary and non-contributor}�'Uasis for the bene�it of the Additional Tnsureds before City's
own insurance is triggered.
Notice of CancelCation:Each insurance policy shall provide that coverage shall not be cauceled or allowed to
expire without written notice to City 30 days in advance or 10 days in advance if due to non-payrnent 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 tLais 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 xeceived
and approved by the Czty before worlc commences.The City reserves the right to require complete,certified
copies of all xequired insurance policies,including endorsements affecting the coverage requixed by these
speeifications,at any time.At a minimum Contractor must provide acceptable copies of the policy
declarations and endorsement page verifying the required insurance coverages.
Ho�neowner's Insu�ance:Contractor's homeowner's Iiability insurance may provide coverage sufficient to
meet these requirements.Contractor should provide these requiremenls to his or her agent to conf"um and
provide verification to City.
Special Events Covernge:Insurexs 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 oY Circurnstances:Cityreserves the right to modify these requirements based on the nature of
the arzsk,prior experience,insurer,coverage,or other special circuxnstances.
Exh,I3lnsurance for Recreation Contracts Updated 3-26-18
2
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EXHISIT D
Contractor's Mandated Repaxte�Declaration
The undersigned does hereby certify that:
1. I 1m a representafiive of BRAINVYNE L.L.C.; that I arn fa_zxuiliar with#he facts herein and
arn authorized an.d qualified to execute this declaration.
2. I declare that BRAINVYNE L.L.0 has complied with fingerpri�.ting and criminal
background investigation requirernents with respect to a11 Contxactor's em.ployees who
may have contact wifih xninors in the course of providing services pursuant to th.e
Agreemenfi, and the Cali£arnia Departrnent of Justice has determined that none of khose
employees has been convicted af a felony, as that term is defined in California Penal Code .
Section 1a.105.3.
3. I decIare 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 Sectian
124235, ef seq.
4. On a yearly basis, alI participants shall be required to sign and return a concussion and
head injury information sheet in cornpliance with California Health and Safety Code
Seetion 124235,�vhich rnay be in the fo�m attached as D-1.
5. That a complete and accurate Iist of Contractor's employees,who rn ay come in cantact
with minors during the course and scope of the Agreexnent, are included below.
6. All of the below rne�tioned ernployees have tested negative for TB, or X-ray�esults for
TB, and have current docuinentation an file with Contractor,
7. All of the below mentioned ernployees have received training and understand their
responsibilities urider the Mandated Reporter laws of this state and are willrng and able fo
comply.
List o�alI Contractor EmpXoyees working for the City (if no Employees,identify "self");
�
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,
�rn.��c. J~��-�-
8. The Contractor will no�ify the City of Cupertino in writing of any new ernployees and
wi11 be added to the above list prior to beginning worl<at the City of Cupertino.
I declare under penalty of perjury that the foregoing is true and correct.
BRAINVYNE L.L,C
By: RATHNA RAMAKRISHNAN
-T-xtle: CAMP DIRECTOR
Date:
�b�4 � �� '
,+1��� �. DATE(MMl��fYYYY)
��,� � CERTIFICATE OF LI�IBILMTY lNSURANCE 03/20/2�18
THIS CERTIFICATE IS ISSUED AS A MA77�R OF INFORMATION ONLYAND CONFERS NO RIGHTS UPQN THE CERTIFICATE W�LDER.THIS
CERTIFICATE DOES NOTAFFIRMATIVELY OR NEGATIVELYAMEND,EXTEND ORALTER TME COVERAGE AFFORDED BYTHE POLlCIES
BELOW. THIS CERT(FICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN 7HE lSSUING INSURBR(S),AUTHORIZED
f2EPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
1MPORTANT: I#the certifiaate holder Is an ADDITI.ONAL INSURED,the palicy(ies)must have ADDITIONAL IMSURED provlslons or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditlons of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rlghts to the certificate holder in lieu oP such endorsement(s).
PRonucER Mark J.Joyia
NAME:
TWFG Insurance Services P otiE 2p�-597-5261 510-573-4739
A1C No Ext: NC,No:
39s12 Mlsslon Blvd.,Suite 101 aooRess; mjoyia@lwfg.com
INSURER(5)AFFORDING COVERAGE NAIC#
Fremont CA 94539 �Nsu�xeRA: Philadephia lnsurance Co
iNsua�o iNsuReRs: Employers Preferred Insurance Co.
BrafnVyne,LLC INSUReR c:
INSURER D:
INsuaea E:
Palo Alto CA 94303 tNSURBR F:
COVERAGES CERTIFICATH NUMBER: REVISION NUMBER:
TMIS IS TQ C�RTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW MAVE BEEN ISSUED 70 TME INSUREd NAMED A9QVE FOR THE POLICY PERIOd
INDICATE�. NOTUVITHSTANDING ANY REQUIREMENT,TERM OR CONDITION UFANY CONTRACT OR OTHER dOCUMENT WITH RESPECT TO WHICH THIS •
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFPORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS ANb CONDITIONS OF SUCH POLIClES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR TYPEOFINSURANC� INSD WVD POLICYNUMBER MM/DDfYYYY MMlDD(YYYY LIMITS
COMMERCIALGENERALLIABILITY EACHOCCURRENCE $ 1,�Op,p00
CLAIMS-MADE �OCCUR PREMISES Ea occurrence) $ 1,Od0,Q00
MED EXP(Any one person) $ 5,p00
A Y PHPK1780359 03/15/2018 10/a1/2018 pERSONAL&A�VINJURY g 1,000,000
GEN'LAGGREGATELIMITAPPLfESPER; GENERALAGGREGATE $ 2,000,000
POLICY PRp PRODUCTS-COMP/OPAGG $
JECT I.00 2,000,000
orHeR: Professlonal Lia6iliky $ 1,000,000
- AUTOMOBILELIABILITY Eaaccident $ 1,000,0�0
ANYAUTO BODILYWJURY{Parperson) $
A OWNED SCHEDULED pWPK1780359 03/15/2018 70/01/2018 BODILYINJURY Peraccidant $
AUTOS ONI.Y AUTOS ( �
HlRED NON-OWNED . - ;,- $
AUTOS ONLY AUTOS ONLY (Por accldenl)
$
UMBRELLALIAB OCCUR EACHOCCURRENCE $ 1,D00,000
q 6XCE5SLIA8 CLAIHIS-MADE PHUB618491 03/15/2018 10/01/2018 AGGREGATE $ 1,000,000
DEp RETENTiON$ $
WORKERS COMPENSATION �
AND EMPLOYERS'LIABILITY y�N
STATUTE ER
8 OFFICEftIPMEMBEREXCLUDEppECUTIVE❑ N�A �IG2583262-00 01/17l2�18 61/17/2019 �'L.EACHACCIDENT $ 1,000,000
(MandatarylnNH) E.L.DISEASE-EAEMPLOYEE $ 9,000,000
If yes,describe under
OESCRIPTIONOFOPERA710NSbelow E,L;OISEASE-POI.ICYLIMIT $ 1,000,000
SexualAbuse&Molestation $1,0o0,00o occureno
A PHPK178o359 03l15/2018 10/01/2018 $2,OOO,q00 aggregate
dESCRIPTION OF OPERATIONS!LOCATIONS!VEHICI.ES(ACORD 707,Additlonal kemarks Schedule,may be attached if more space is required)
School-Prfvate/STEM&personal finences.By way of the attached endorsement,PI-GLD-HS(10/11)Section II 2.I,City of Cuperfino,Its City Council,Boards
and Commissions,Officers,O�cials,Employees,Agents,Servants,Volunteers and Consultants are additional insureds pursuant to the provisions of the
endorsement.Per section II 2.0 of the endorsement a waiver of subrogatian in favor of the additional insurad applies on the general liability policy.Per iFie attached
endorsement,PI-GL-oo5(07/12),coverage for the additional insured applies on a primary&non-contributory basis.
CER7I�ICATE HOLDER CANCELLATIQN
SHOUL�ANY 0�7HE ABOVE DESCRIBED POLIqES BE CANCELLED BEFORE
THE EXPIRATION DATE 7HEREOF,N017CE WILL BE DELNERED IN
City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZEO REPRESENTATIVE
10300 Torre Ave.
Cupertfna CA 95014 � p�
O SB 075ACOR�CORPORATION. All rights reserved.
ACORD 26(2016l03) TheACORD name and logo are registered marks of ACORD
PI-GL-0�5(07/12)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED
PRIMARY AND N�N-CONTRIBUTORY INSURANCE
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
, SCHEDULE
Effective Date: 03/15/2018
Name of Person ar�rganizafiion(Additional Insured�:
As required by contract
SECTION II—WHO IS AN INSURED is amended to include as an additional insured the person(s)or
organization(s}shown in the endorsement Schedule,but only with respect ta liability for"bodily injury,"
"property damage"or"personal and advertising injury"arising out of or relating to your negligence in the
performance of"your woric"for such person(s)or organization(s}fhat occurs on or after fihe effective date
shown in the endorsement Schedule.
This insurance is primary to and non-contributory with any other insurance maintained by the person or
organization (Additional Insured},except for loss resulting from the sole negligence of that person or
organization.
This condition applies even if other valid and collec#ible insurance is available to the Additional Insured
for a loss or"occurrence"we cover for this Additional Insured.
The Additional Insured's limits of insurance do not increase our limits of insurance, as described in
SECTION III—LIMITS OF INSURANCE.
All other terms, conditions,and exclusions under the policy are applicable to this endorsernent and
remain unchanged.
Page 1 of 1
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PI-GLD-HS(10111)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
GENERAL LIABILITY DELUXE ENDORSEMENT:
HUAAAIV SERVICES
This endorsement madifies insurance provided under the following:
COAAMERCIAL GENERAL LIABILITY CQVERAGE
It is understqod and agreed thaf the faliowing extensians only apply in the event that na other speci�c coverage for
the indicated loss exposure is provided under this policy. If such specific coveCage applies,the terms,conditions and
limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on
this endorsement. The fallowing is a summary of the Limits of Insurance and additional coverages provided by this
endorsement. For eomplete details on specific caverages,consult the policy con#ract wording.
Coverage Applicable Limit of Insurance Page#
Extended Property Damage Includad 2
Limited Rental Lease Agreement Contractual Liability $50,000 limit 2
Non-Owned Watercraft Less than 58 fee# 2
Demage to Property You Own, Rent, or Occupy $3Q000 Ifmit 2
Damage to Premises Rented to You $1,000,000 3
HIPAA ClariflcaUon q
Medlcal Payments $20,000 5
MedPeaf Payments—Extended Reporting Period 3 years 5
Athletic Activities Amended 5
Supplementary Payments—Bail Bonds $5,Q00 5
Supplementary Payment—.�oss of Earnings .$1,d00 per day 5
Employee Indemniflcatfon Defense Coverage $25,000 5
Key and Lock Replacement—Janitorial Services Client Coverage $10,OOQ limit 6
Addition.al Insured—Newly Acquired.Time Period Amended 6
Additional Irrsurad—Medicai D'rr�ctors artd Rdm'rnfstraturs fncluded 7
Additionaf Insured—Managers and Supervisors(with Fellow Inciuded 7
Em lo ee Covera e
Additional Insured—Broadened Named Insured Included 7
Additional Insured�Funding Source lncluded 7
Additional Insured—Home Care Providers Included 7
Rdditiorral fnsured--Martagers, �artdlarcfs,or Lessars of Rrerrrises Included 7
Additiona(Insured—Lessor of Leased Equipment lncluded 7
Additional Insured--Grantor of Permits Included 8
Additianal Insured—Vendor Included 8
Addit(onal Insured—Franchisor Included 9
Additional Insured—When Required by Contract Included 9
Additional Insured—Owners,Lessees,or Contractors Included 8
Rdditional insured—3tat�or Polftica!9ubdivfs(ons Irrcluded 10
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O 2011 Philadelphia lndemnity Insurance Company
PI-GLD-HS (10/11)
Dutfes in the Event of Occurrence,Claim or Suit Included 10
Unintentional Failure to Disclose Hazards Included 10
Transfer of Rights oF Recovery Against Others To Us Clarification 10
Liberalization Included 11
Bodily Injury—includes Mental Anguish Included 11
Personal and Advertising Injury—includes Abuse of Process, Included 91
Discrimination
A, Extended Property Damage
SECTION f—COVERAGES, COVERAGE A BODILY fNJURY AND PROPERTY DAMAGE
LIABILITY,5ubsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the
foifowing:
a. Expected or Intended Injury
"Bodily injury"or property damage"expected or intended from the standpoint of the insured.
This exclusion does not apply to"bodily injury"or"property damage"resulting from the use of
reasonable force to protect persons or property.
B. Limited Rental l.ease Agreement Contractual Liabil7ty
SECTION I—COVERAGES,COVERAGE A. BODlLY INJURY AND PROPERTY DAMAGE
Lf�►BtLITY, Subsection 2. Exclusions, Paragraph b.Contractuat Llability is amended to incfucle the
fallawing:
(3) Based on the named insured's request at the time of claim,we agree to indemnify the
named insured for their liability assumed in a con#ract or agreement regarding the rental
' or lease of a premises on behalf Qf their client, up f�$50,000. This coverage extension
only applies to rental lease agreements. This coverage is excess over any renter's
liability insurance of the client.
C. Non-Owned Watercraft
SEC'fION I—COYERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE
LIABILITY,Subsection 2. Exclusians, Paragraph g.(2) is deleted in its entirety and replaced by the
following:
(2) A watercrait you do not own that is:
(a) Less than 58 feet long; and
(b) Not being used ta carry p�rsans or praperty fo�a charge;
This provision applies to any person,who with your consent, either uses or i�responsible for
' the use of a watercraft. This insurance is excess over any other valid and collectible
insurance available to the insured whether primary,excess or contingent.
D. Damage to Property You Own,Rent or Occupy �
SECTION I—COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE
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PI-GI.D-HS (10/11}
LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1)is deleted in its
, entirefy and replaced with fhe folfowing:
(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 properky, unless the damage to property is caused by
your client, up to a$30,000 limit. A client is defined as a persan under your direct care
and sup�rvision.
E. Damage to Premises Rented to You
1. If damage by fire to premises rented to you is not otherwise exc�uded from this Coverage Part,
the word"fire"is changed to"fire, lightning,explosion, smoke, or feakage from automatic fire
protective systems"where it appears in:
a. The last paragraph of SECTION I—COVERAGES, COVERAGE A BODILY 1NJURY AND
PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions;is deleted in its entirety and
replaced by the following.
Exclusions c.through n.do nat apply to damage by fire, lightning, explosion,smoke,or
leakage from automatic fire protective systems to premises while rented to you or
temporarlly occupied by you with permission of the owner.A separate limlt of insurance
applies to this coverage as deseribed in SECTiON III--I,IMITS OF INSURANCE.
b. SECTION ItF-�LfMtTB OF fNSURANCE, Paragraph 6, is del�fied in its errtirety and repfaeed
by the following:
Subject to Paragraph 5, above,the Damage To Premises Rented To You Limit is the
most we will pay under Coverage A far 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 pr.otective systems while rented to you or
Eemporarily ocoupied by you wifih permission of the owner. .
c. SECTIC?N V—DEFINITIONS, Paragraph 9.a., is dele#ed in its entirety and replaced by the
foilowing:
A contract for a lease of premises. However, that portion of the contract for a lease of
premises that indemnifias any person or organization for damage by fire, lightning,
explosion, smoke,or leakage from automatic fire protective systems to premises while
rented to you or temporarily occupied by you with permission of the owner ls not an
"insured contract';
2. SECTION IV—COMMERCIAL GENERAL L1aBILITY CQfVDITi0�1�, Subsectian 4.Other
Insurance, Paragraph b. Excess Insurance, (1)(a)(ii)is deleted in its entirety and replaced by
the following;
That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire
protective systems for premises rented to you or temporarily occupied by you with permission
of the owner;
3. The Damage To Premises Rented To You Limit section of khe Declarations is amended to the
greater oP:
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OO 2011 Philadelphia lndemnity Insurance Company
PI-GLD-HS(10/11)
a. $1,000,000; or
b. 7he amount shown in the Declarations as the Damage to Premises Rented to You Limit.
This is the most we wiA pay for all damage proximately caused by the same event;whether such
damage results from fire, lightning, expiosion, smoke, or leaks from automatic fire protective
systems or any combination thereof.
F. H{PAA
SECTION I—COVERAGES, COVERAGE B PERSONAL AND ADV�RTISING INJURY LIABILITY,
is amended as follows:
�. Paragraph 1. Insuring Agreement is amended to include the'following:
We will pay thase sums that the insured becomes legally obfigated to pay as damages because
of a"violatian(s)°of the Health insurance Portability and Accountability Act(H1PAA). We h�ve
the right and the duty to dePend the insured against any"suit,""investigation,"or"civil proceeding"
seeking these damages, However, we wiil have no duty to defend the insured against any"suit"
seeking damages,"investigation,"or"civil proceeding"to which this insurance does not apply.
2. Paragraph 2. Excl�rsions is amended to include the following additional exclusions:
This insurance does not apply to:
a. Intentional,Willful,or Deliberate Violations �
Any wilifui, intentional, ar detiberate"vtalatian(s)"by any insured,
b. Crlmina!Acts
Any"violation"which results in any criminai penalties under the HIPAA.
c. Othee Remeciies
Any remedy other than monetary damages for penalties assessed.
d. Campliance Reviews or Audits
Any compliance reviews by the Department of Health and Human Services.
3. SECTION V—DEFINI710NS is amended to include the following additional definitions:
a. "Civil proceeding"means an action by the Qepartment of Health and Human Services(HHS)
arising out of"viotations.°
b. "Investigation" means an examination of an actual or al(eged"violation(s)"by HHS. However,
"investigatian"does not include a Compliance Review.
c. "Vio{ation"means the actual or alleged failure to comply with the regulations included in the
HI PAA.
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O 2011 Philadelphia lndemnity Insurance Company
P�-c�.o-Hs��oi���
G. Medical Payments—Limit Increased to$20,000, Extended Reporting Period
If C(7VERAGE G MEDiCAL PAYMENTS is not otherwise excluded from this Coverage Part:
1. The Medical Expense Limit is changed subject to all of the terms of SECTION ill-LIM1T5 OF :
lNBURANCE to the greater of:
a. $20,d00;or
b. The Nledical Expen�e Limit shown in the Declarakions of this Coveeage Part.
2. SECTION I—COVERAGE, COVERAGE C MEDICAL I�AYMENTS, Subsection 9. Insuring
Agreement, a. (3)(b) is deleted in its entirety and replaced by the following;
(b) The expenses are Incurred and reported to us wiChin three years of the date of the
accident.
H. Athletic Activities
SECTION I—COVERAGEB, COVERAGE C MEDICAL PAYMENTS, Subsection 2, Exciusions,
Paragraph e:Athletic Activities is deleted in ifs enkirety and replaced with the following:
e. Athletic Activities
To a person injured while taking par#in athletics.
I. Supplementary Payments
SEGTIOhI i—C(3VERAGES,SUPPLEMENTARY PAYMEhfTS-COVEFWGE A AND B are
amended as follows:
1.b.is deleted in its entirety and replaced by the following:
4. b. iJp to$5000 for cost af bail bonds required because of accidents or traffic law violations
arising out of the use of any vehicle to which the Bodily lnjury Liability Coverage applies.We
do nat have to furnish these.
1.d, is��t�t�d Pi� its�r5tii`�ty�i�d rej3fac�d by t15�fc5116wPrl�:
1. d. All reasonable expenses incurred by the insured at our request to assist us in the
investigation or defense of the claim or"suit", including actual loss of earnin�s up to$1,000 a
day because of time off from wark,
J. Employee Indemnificatian Defense Coverage
SECTION I—COVERAGES,SUPpLEMENTARY PAYMENTS—COVERAGES A AND B the
following is added;
We wifl pay, on your behaif, defense costs incurred by an"employee"in a criminal proceeding
occurring in the course of employment.
7he most we will pay for any"employee"wh�is alleged to be directly involved in a criminai
proceeding is$25,000 regardless of the numbers of"employees,"claims or"suits"brought or
persons or organizations making claims or bringing"suits.
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02011 PhiladelpMia lndemnity Insurance Company
�
�
PI-GLD-HS(10/11)
K. Key and Lock Repiacement—Janitorial Services Client Coverage
SECTION I—COVERAGES,SUPPLEMEN7ARY PAYMENTS—COVERAGES A AND B is
amended to inciude the following:
We will pay for the cost to replace keys and locks at the"clients"premises due to theft or other
loss to keys entrusted to you by your"client," up to a$10,000 limit per occurrence and $10,000
policy aggregate.
We will not pay for loss or damage resulting from theft or any other cfishonest or criminal act that
you or any of your partners, members, officers, "emp(oyees","managers",directors,trustees,
authorized representatives or any one to whom you entrust the keys of a"clienY'for any
purpose commit,whether acting alone or in collusion with other persons.
The following,when used on this coverage, are defined as follows:
a. "Clienfi"means an individual, company or organization with whom you have a written contract
or work order for your services for a described premises and have billed for your services.
b. "Employee"means;
(1) Any natural person:
(a) While in your service or for 30 days after termination of service;
(b) Who you compensate directly by salary,wages or commissions; and
(�) Wha you have th�right ta direct and cantresl while perFarming services for yau;ar
(2) Any natural person who is furnished temporarily to you:
(a) To substitute for a permanent"employee"as defined'sn Paragraph(1)above,who is
on leave; or
{b) To meet seasonal or short-term workload.conditions;
while that person is swbject to your direction and control and perForming serv{ces for you.
(3) "Empfoyee"does not mean:
(a) Any agent, broker,person leased to you by a labor leasing firm,factor, cammission
merchant, consigne�, independent contractor or representative of the same general
character; or
(b) Any"manag�r,°direator ar trustee exaept while perForming a�ts aomirtg within th��
scope af the usual duties of an"employee,"
c, "Manager"means a person serving in a directorial capacity for a limited liabiiity company.
L. Additionallnsureds
SECTION il—WHO tS AN IIVSURED is amended as follows:
1. tf coverage far n�wly aaqu�red ar fc�rrned orgartizati6ns is not atherwise excluded fram thi�
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02011 Philadelphia lndemnity Insurance Company
PI-GLD-HS(10/11}
Coverage Part, Paragraph 3,a. is deleted in its entirely and replaced by the fallowing:
a. Coverage under this provision is affarded until the end of the policy period.
2. Each of the following is also an insured:
a. Medicaf Directors and Administrators—Your medical directors and adminisfrafors, but
only while acting within the scope of and during the course of their dutfes as such. Such
duties do not include the furnishing or failure to furnish professiona�services of any physician
or psychiatrist in fhe freatment of a patienf.
b. hilanagers and Supervlsors—l�our managers and supervisors are also insureds, but
only with respect to their duties as your managers and supervisors. Managers and
supervisors who are your"employees"are also insureds for"bodily injury"to a co-
"employee°whNe in the course of h(s or her employment by you or performing duties
related to the conduct of your business.
This provision d.oes not chang.e Item 2,a.(1)(a)as it applies to manager.s af a limited
liabilEty company.
c. Broadened Named Insured—Any organization and subsidiary thereof which you control and
actively manage on the effective date of this Coverage Part, However, coverage does nat
apply to any organizat�on Qrsubsidiary not nam�d irt the Declarations as Named Ir�sured, if
they are also insured under another similar policy, but for its termination or the exhaustion oF
its limits of insurance.
d. Funding Source—Any person or organization wifh respect to their fiability arising out of:
�1) Their fiinancial control of you;or
' {2) Premises they nwn, maintain or control while you lease or occupy these premises,
This insurance dnes not apply to structural a(teratians, new construction and demolition
operations performed by or for that person or organization.
e. Home Care Providers—At the first Named Insured's option,any person or organization
und�r y6ur d�r�ct sup�rvisian ar�d c6ntrol while�rovidtng for you pr�vat�h�m�r�sptte ar
foster�iome care for ffis devetopmenYalfy disabled.
f. Managers,Landlords, or Lessors of Premises—Any person or organization with respect
to their fiability arising out of the ownership, maintenance or use af that part of the premises
leased or rented to you subject to the following additional exclusions:
This insurance daes not apply to:
(7) �An.y"occurrence°which take�place after yot�ceas�to be a tenant.in that premises;or
(2) Structural alterations, new construction or demolition operations performed by or on
beha�f of that person�r organizatian.
g. Lessor of Leased Equipment—Automatic Status When Required In Lease Agreement
With You—Any person ar organization fram whom you lease equipment when you and such
person or orgenization have agreed in wrifiing in a contract or agreement khat such person or
organization is to be added as an additional insured an your policy. 5uch person or
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420�1 Phifadelphia fnderrrniEy lnsurartce Corrtpany
PI-GLD-HS (10191)
organization is an insured only with respect to liability for"bodily injury,""property damage"or
"personal and adverfising injury"caused, in whofe or in parf, by your mainfenance,operation
or use of equipment leased to you by such p�rson or organization.
A person's or organization`s status as an additional insured under this endorsement ends ,
when their contract or agreement with you for such leased equipment ends.
With respect to the insurance afforded to these additional insureds, this insurance does not
apply to any"a�currenee°which takes plae�a�ter the equipment'lease expires,
h. Grantors o#Permits-Any statg or political subdivision granting you a permit in cannection
with your premises subject to the following additional provision:
(�I) 7his insurance applies only with respect to the following hazards for which the state or
pofitical subdivision has issued a permit in cQnnection with the premises you own, rent or
controi and to whlch this insurance applies:
(a) The existence, maintenance, repair, construction, erection,or removal of advertising
signs, awnings,canapiss, cellar entrances, coal hotes, driveways, manholes,
marquees, hoist away openings, sidewalk vaults, street banners or decorations and
similar exposures;
(b) The construction, erection, or removal of elevators; or
(c) The ownership,maintenance, or use of any elevators covered by this insurance.
i. Vendars—Only with respect to"bodily injury"ar"property damage"arising out of"your
products" which are distributed or sold in the r�gular 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 fiabifity in a contracfi or agreement.This
exclusiort does not apply to ffability for damages that the vendor wvuld have in the
abser�ce ofi 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,
demonsfration, testing, or fhe substi4ufion of perts under instrucfions from the
manufacturer,and thsr�repackag�d in the ariginal canta'rner;
(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 oonnection with the distribution or sale of the products;
(f� Demonstration, instaflation, servicing or repair operations, except such operations
performed at the vendor's premises in connection with the sale of the product;
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PI-GLD-HS(10/11)
(g) Products which, after distribution or sale by you, have been labeled or relabefed or
used as a container, parf or ingredienf of any ofher thing or substance by or for fhe
vendor; or
(h) "Bodily injury"or"property damage"arising out of the so(e negligence of the vendor
for fts own acks or omissions or thase of its empioyees or anyone eise acting on its
behalf. However,this exclusion does not apply to:
{1) 7he exceptions coniained in Sub-paragraphs(d)or(fy;or
(iiy Such inspections, adJustments, tests or servicing as the vendor has agreed to
make ar normally undertakes to make in the usual course of business, in
connection with the distribu#ion or sale of the products.
(2) This insurance does not apply to any insured person or organizafiion, from whom you
have acquired such products,or any ingred(enk, part or container, entering into,
accornpanying or containing. ,
J. Franahisor—Any persan or arganlzatian w�th respect to their liability as the grantor af a
franchise to you. .
k. As Required by Contract—Any person or organization where required by a Wrltten contract
executed prior to the occurrence of a loss. Such person or organization is an additional
insured for"bodily injury,""property damage"or"personal and advertising injury"but oniy for
�iability arising out of tlie negligence of the named insured. The limits of insurance applicable
to these additionel insureds are the lesser of the policy limits or those limlts specified in a
cantract or agreement. T'hese limits are included within and not in addition to the limits of
insurance shown in the Declaratians
I. Owners,Lessees or Contractors-Any person or organization, but only with respect to
liability for"bodily injury,""property damage"or"personaf and advertising injury"causetl, in
whole or in part, by: " �
(1) Your acts or omissians;or
(27 Th�acts ar�missions af those acting on your behalf;
in the perFormance of your ongoing operations for the additional insured when required by a
contract.
With respect to the insurance afforded to these additional insureds, the following additional
• exclusions appiy:
This insurance does not apply to"bodify injury"or"property damage"occurring after:
(a) All work, including materials, parts or equipment furnished in connection with such
wark, on the projec#(other than service, maintenance or repairs)to be perFormed by
or on behaif of the additional insured(s)at the location of the covered operations has
been comp{eted;or '
(b) That portion of"your work"out of which the injury or damage arises has been put to
i.ts intended use by any pers.on or organization other than ano.#her cantractor or
subcontractor engaged in performing operations for a principal as a part of the same
project,
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m. State or Political Subdivisfons—Any sfafe or pafitical subdivision as required, subject to
the following provisions;
(1) This insurance applies only with respect to operations performed by.yau or on your behalf
for which the state or political subdivision has issued a permit, and is required by
contract.
{2} This insurance does not apply to:
_ {a) "Bodily injury,""property damage"or"personal and advertising injury"arising out of
operations performed for the state or municipality; or
(b) "Bodily injury"or"property damage"included within the"products-completed
operations hazard.°
M. Duties in the Event of Occurrence, Claim or Suit
SECTION fV—COMM�RCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2.is amended as
follows:
a,is amended to include:
7his condition applies only when the"occurrence"or offense is known to:
(1) You, if you are an individual;
(2) A partner, if yau are a partnership; or
(3) An executive officer or insurance manager, if you are a corporation.
b.is amended to include:
This condition will nof be considered breached unless the breach occurs after such claim or"suit"
is known to:
, (1) You, if you are an individual;
{2) A partner, if you are a partnership; or
(3) An executive officer or insurance manager, if you are a corporation.
N. Unintentional Failure To Disclose Hazards
SECTION IV—COMMERCIAL GENERAL LIABiLITY CONQITfOfV5,fi.Representatians is
amended to include the following:
It is agreed that, based on our reliance on your representations as to existing hazards, if you
� should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of
this Coverage Part,we shall not deny coverage under this Coverage Part because of such failure. ,
Q. Transfer of Rights of Reeavery Against Others To.Us
SEC7"IQN !V—CfJMMERCIAL GENERAL LIABILITY CONDITIONS,8.Transfer of Rights of
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Recavery Against Others Ta Us is deleted in its entirety end replaced by the following:
If the insured has rights to recaver al! nr part of any payment we have made under this Coverage
Part, those rights are transferred to us. The insured must do nothing after loss to impair them.At
our request, the insured will bring"suiY'or transfer those rights to us and help us enforce them.
Therefare, the insured can waive the insurer's rights of recovery prior fo the occurrence of a
loss, provlded the waiver is made in a written contract,
P. Liberalization
SECTION IY—COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the
fallowing:
If we revise this endorsement to provide more coverage without additional premium charge,we
will automatical�y provide the additional coverage to all endorsement holders as of the day the
revision is effective in your state.
GZ. Bodily Injury—Menta!Angulsh
SECTION V—DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following:
"Bodify injury"means:
a. Bodily injury, sickness or disease sustained by a person,and includes mental anguish
resulting from any of these;and
b. Except for mental anguish, inciudes death resulting from the foregoing (Item a.above)at any
tlrne.
R. Personal and Adverklsing Injury—Abuse of Process, Discriminatlon
If COVERAGE B PERSONAL AND A[7VERTISING INJURY LIABILITY COVERAGE is not
otherwise excluded from this Coverage Part, the definition of"personal and advertising injury" is
amended as follows
1. SECTION V—DEFINlTIONS, Paragraph 14.b, is deleted in its entirety and replaced by the
following:
' b. Malicious prosecuEion or abuse of process;
2. SECTfON V-DEFiNtT10NS, Paragraph 14, is amended by adding the following:
Discrimination based on race, color, religion,sex, age�r national origin, except when:
a. Done intentional�y by ar at the directfon of, or with tn�knawledge ar�ans�nt of:
(1) Any insured; or
(2) Any executive officer,director,stockholder, partner or rnember of the insured;
b, Directly or indirectly related to the employment, former or prospective employment,
termination of employment,or application for employment of any person or persons by an
insured;
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c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental,
lease or sub-lease of any room,dweiling or premises by or at the direction of any insured; or
d. Insurance for such diScrimination is prohibited by or held in violation of law, public policy, .
legislatfon,court decision or administrative ruling.
The above does nof apply to fines or penalties imposed because of discrimination.
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