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HomeMy WebLinkAboutContract 2012 Contrast No..—=_ ; City Cleric Review Risk Management ` ► SERVICE PROVIDER AGREEMENT BY AND BETWEEN THEA GREATER COACHELLA VALLEY CHAMBER OF COMMERCE AND THE CITY OF CATHEDRAL CITY FY January 2023 thru June 2023 THIS SERVICE PROVIDER AGREEMENT, is made and entered into this 11th day of January, 2023, by and between the Greater Coachella Valley Chamber of Commerce, a California 501(c)(6) non-profit corporation (hereinafter referred to as the "Service Provider"), and the City of Cathedral City, a California municipal corporation (hereinafter referred to as the "City"). RECITALS: WHEREAS, the Service Provider proposes to provide business retention and expansion, cooperative marketing programs, and general support for the City, as well as traditional functions of the Chamber; and WHEREAS, the City can benefit from the services offered by the Service Provider, on an independent contractor's basis, as outlined in the Scope of Services, attached hereto as Exhibit "A"; and NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS AND PROMISES CONTAINED HEREIN, AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED,THE PARTIES AGREE AS FOLLOWS: Section 1. RECITALS AND TERM OF AGREEMENT The recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference as though set forth herein. This Agreement shall be for a term of six (6) months, commencing on January 12, 2023, and ending June 30, 2023. Section 2. SCOPE OF SERVICES The Service Provider shall provide to the City those services as set forth in the "Scope of Services", attached hereto as Exhibit "A" and incorporated herein by this reference, as though set forth at length. The Service Provider shall at all times during the term of this Agreement perform the services described in this Agreement as an independent contractor. Service Provider acknowledges that Scope of Services is intended to increase its membership and maximize benefits to the City in exchange for the funds received from the City. Section 3. COMPENSATION AND PAYMENT SCHEDULE The City shall compensate the Service Provider for the services rendered by the Service Provider pursuant to Exhibit"A" and "B" attached to this Agreement. Payment shall be provided upon satisfactory submission by the Service Provider of the Quarterly Scope of Service Activity Report and Quarterly Budget Report as required by Section 18 of this Agreement. Section 4. REPRESENTATIONS AND ACKNOWLEDGMENTS REGARDING INDEPENDENT CONTRACTOR'S STATUS OF THE SERVICE PROVIDER A. The Service Provider represents and acknowledges the following: (1) The City is not required to provide any training or counsel to the Service Provider or its employees in order for the Service Provider to perform the services described in this Agreement. Chamber of Commerce Service Provider Agreement FY January 2023 thru June 2023 Page 1 (2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the City. Further,the services described in this Agreement can be performed without the use of City equipment, materials, tools or facilities. (3) Nothing in this Agreement shall be interpreted to imply that the City must maintain any contractual relationship with the Service Provider on a continuing basis after termination of this Agreement. (4) The City will not be requested or demanded to assume any liability for the direct payment of any salary,wage or other such compensation to any person employed by the Service Provider to perform the services described in this Agreement. (5) The Service Provider shall not at any time or in any manner represent that it or any of its officers, employees, or agents are "employees" of the City. (6) The Service Provider warrants that it is fully qualified to perform the Scope of Services and is willing to perform such services, per this service provider agreement, in a first-class manner, consistent with the highest professional standards. For purposes of this agreement, the highest professional standards shall mean standards of practice recognized as high quality among well-qualified and experienced professionals performing similar work under similar circumstances.The Service Provider so warrants based on its ample experience performing work akin to the Scope of Services, and, in light of the Service Provider's professional status and experience. B. The City represents and acknowledges the following: (1) The Service Provider is not required to comply with daily instructions from City staff with respect to when, where or how the Service Provider performs the services set forth in this Agreement. The Service Provider is solely responsible for determining who, under the supervision or direction of Service Provider, will perform the services set forth in this Agreement. (2) The City will not hire, supervise or pay any assistants working for the Service Provider pursuant to this Agreement. (3) Nothing in this Agreement shall be interpreted to imply that the Service Provider must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement. (4) Unless deemed necessary under certain circumstances, the Service Provider is not required to perform the services set forth in this Agreement at the Cathedral City Civic Center or on City-owned property. (5) Other than attendance at required public meetings and public hearings, and complying with procedural requirements set forth by law, the Service Provider is not required to perform the services set forth in the Agreement in any particular order or sequence. (6) Nothing in this Agreement shall be interpreted to preclude the Service Provider from working for other persons or firms, provided such work does not create a conflict of interest. Section 5. NOT AGENT OF THE CITY A. Nothing contained in this Agreement shall be deemed, construed or represented by the City or the Service Provider or by any third person to create the relationship of principal and agent. B. The Service Provider shall have no authority,expressed or implied,to act on behalf of the City in any capacity whatsoever as an agent nor shall the Service Provider have any authority, expressed or implied, to bind the City to any obligation whatsoever. Section 6. QUALIFICATIONS AND WARRANTY Chamber of Commerce Service Provider Agreement FY January 2023 thru June 2023 Page 2 The Service Provider represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement. The Service Provider warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. Section 7. FAMILIARITY WITH WORK A. By executing this Agreement, the Service Provider warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending to the performance of work under this agreement. B. Should the Service Provider discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the City, it shall immediately inform the City of such fact and shall not proceed, except at the Service Provider's risk, until written instructions are received from the appropriate City representative. Section 8. CONFLICTS OF INTEREST The Service Provider covenants that neither its staff nor any officer has any interest, nor shall it acquire an interest,directly or indirectly,which would conflict in any manner with the performance of the Service Provider's services under this Agreement. Section 9. COMPLIANCE WITH LAWS The Service Provider shall comply with all local, state and federal laws and regulations applicable to the services required hereunder. Section 10. NONDISCRIMINATION The Service Provider will comply with the City's employment-related nondiscrimination policies as set forth in Chapter 11.88 of the Cathedral City Municipal Code, as it may be amended from time to time. Section 11. WORKERS' COMPENSATION INSURANCE A. The Service Provider shall procure and maintain at its own expense, during the term of this Agreement, workers' compensation insurance providing coverage as required by the California State Workers' Compensation Law. B. If any class of employees employed by the Service Provider pursuant to this Agreement is not protected by the California State Workers' Compensation Law, the Service Provider shall provide adequate insurance for the protection of such employees to the satisfaction of the legal counsel of the City. Section 12. ADDITIONAL NAMED INSURED Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto,the protection offered by all policies,except for Workers'Compensation, shall bear an endorsement whereby it is provided that the City and its officers, employees, servants, volunteers, agents and independent contractors, including without limitation, the City Manager, City Council, Economic Development Director, Planning Department Director, Engineering Department Director Administrative Services Director, Police Chief, Fire Chief, Communication and Events Manager, City Engineer, and City Legal Counsel are named as additional insureds. Section 13. WAVIER OF SUBROGATION RIGHTS Chamber of Commerce Service Provider Agreement FY January 2023 thru June 2023 Page 3 The Service Provider shall require the carriers of all required insurance policies to waive all rights of subrogation against the City and its officers,volunteers, employees, contractors and subcontractors. Section 14. COMPREHENSIVE GENERAL AND AUTOMOBILE LIABILITY INSURANCE, AND PROOF OF INSURANCE COVERAGE The Service Provider shall procure and maintain at its own expense, during the term of this Agreement,comprehensive general liability insurance of not less than Two Million Dollars($2,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage. A. The Service Provider shall secure from a good and responsible company or companies authorized to perform insurance business in the State of California the policies of insurance required by this Agreement and furnish to the City certificates of insurance on or before the commencement of the term of this Agreement. B. The certificates of insurance shall bear an endorsement whereby it is provided that, in the event of cancellation or amendment of any required insurance policy for any reason whatsoever,the City shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. C. The certificates of insurance shall bear an endorsement whereby it is provided that the respective insurance policy shall not be terminated or expire without first providing thirty (30) days written notice to the City of such termination or expiration. D. The certificates of insurance shall indicate that the respective insurance policy will be maintained throughout the term of this Agreement. E. Within thirty (30) days of the execution of this Agreement, the Service Provider shall furnish certified copies of all required insurance policies and endorsements. Section 15. TERMINATION OR SUSPENSION A. This Agreement may be terminated or suspended without cause by the City at any time provided that the City provides the Service Provider at least ten (10) business days written notice of such termination or suspension. B. This Agreement may be terminated or suspended with cause by the City at any time provided the City provides at least (3) business days written notice of such termination or suspension. C. This Agreement may be terminated by the Service Provider with cause at any time provided the Service Provider provides the City at least ten (10) business days written notice of such termination. Section 16. TIME OF THE ESSENCE Time is of the essence in the performance of this Agreement. Section 17. INDEMNIFICATION A. The Service Provider shall defend, indemnify and hold harmless the City, its officers, employees, representatives and agents,from against those actions,suits, proceedings,claims,demands, losses,costs and expenses, including reasonable legal costs and attorneys'fees,for any personal injuries, deaths, property damage (including property owned by the City) and for acts committed by the Service Provider, its officers,employees, independent contractors and agents,which may arise out of the Service Provider's negligence in performing the services described in this Agreement unless such losses or damages are proven to be caused by the City's own negligence or that of its officers or employees. Chamber of Commerce Service Provider Agreement FY January 2023 thru June 2023 Page 4 B. The Service Provider shall defend, indemnify and hold harmless the City, its officers, employees, representatives and agents, from and against those actions, suits, proceedings, claims, demands, losses,costs and expenses, including reasonable legal costs and attorney's fees that may arise out of Service Provider's actions in the discipline, suspension and/or termination against or involving any of Service Provider's employees, independent contracts, officers and agents. C. The City does not, and shall not, waive any rights that it may have against the Service Provider under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section shall apply regardless of whether or not said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense described herein. Section 18. REPORTS AND MEETINGS The Service Provider shall prepare and submit to the City's Economic Development Director on a quarterly basis: (1) a detailed Scope of Service Activity Report concerning the Service Provider's performance of the services required by this Agreement; (2) a Budget Report for the four categories of services identified in Exhibit"A",Scope of Services;and (3)a Membership Report showing an increase or decrease in Chamber membership and specifying which are Cathedral City-based businesses. A City/Chamber Committee comprised of the City Manager, Economic Development and Chamber Executive Board representatives shall also meet at these same quarterly intervals to discuss the submitted reports. Section 19. BUSINESS DISTRICT APPONTMENTS TO SERVICE PROVIDER BOARD The Board of Directors for the Cathedral City Business District shall appoint three members to the Service Provider's Board of Directors who are representative of the Cathedral City business community. These appointments are for staggered one-, two-, and three-year terms. Section 20. RECORDS The Service Provider shall keep such books and records as necessary to perform the services required by this Agreement and enable the Executive Officer to evaluate the cost and performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. The City Manager or designee shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. Section 21. OWNERSHIP OF DOCUMENTS A. Upon completion of any document or report required to be provided by the Service Provider in the course of performing any of the services described in this Agreement, or upon earlier termination of this Agreement, all completed original documents and/or reports and any designs, drawings,calculations,diskettes,computer files, notes, and other related materials prepared or produced in connection with such documents or reports shall be considered the joint property of both the City and the Service Provider and may be used and/or reused on any other project by the City or Service Provider without the permission of either the City or Service Provider. B. All computer files produced in connection with the services described in this Agreement shall be provided to the City in a form and format that is compatible with the City's existing computer equipment and software. Section 22. CONFIDENTIALITY Chamber of Commerce Service Provider Agreement FY January 2023 thru June 2023 Page 5 The Service Provider and the City shall work together in identifying certain drafts/documents/reports prepared by the Service Provider for the City, which shall be kept strictly confidential until such time the City authorizes the release of said information. The Service Provider shall not disclose to any other entity or person any information regarding the activities of the City except as required by law or as authorized by the City. All financial reports provided by the Service Provider to the City shall be deemed confidential and shall not be released publicly without prior written approval of the Service Provider or as required by law. Section 23. PRINCIPAL REPRESENTATIVES A. The Executive Officer or Chairman of the Board are designated as the principal representatives of the Service Provider for purposes of communicating with the City on any matter associated with the performance of the services set forth in this Agreement. The Economic Development Director shall be the principal representative of the City for purposes of communicating with the Service Provider on any matter associated with the performance of the services set forth in this Agreement. B. Either party may designate another individual as its principal representative by giving notice of such designation to the other party. C. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals shall be responsible during the term of this Agreement for directing all activities of the Service Provider and devoting sufficient time to personally supervise the services hereunder. Section 24. MODIFICATIONS AND AMENDMENTS This Agreement may be modified or amended only by a written instrument signed by both parties. Section 25. ENTIRE AGREEMENT A. This Agreement supersedes any and all other agreements,either oral or written, between the City and the Service Provider with respect to the subject matter of this Agreement. B. This Agreement contains all of the covenants and agreements between the parties with respect to the subject matter of this Agreement and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by, or on behalf of, any party except those covenants and agreements embodied in this Agreement. C. No agreement, statement, or promise not contained in this Agreement shall be valid or binding. Section 26. NOTICES A. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the parties as follows: To the City: Economic Development Director City of Cathedral City 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 To Service Provider: President/Chief Executive Officer Greater Coachella Valley Chamber of Commerce 82-921 Indio Boulevard Indio, CA 92201 Chamber of Commerce Service Provider Agreement FY January 2023 thru June 2023 Page 6 B. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the second (2"d) day after deposit in the United States mail. Section 27. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES No officer or employee of the City shall be personally liable to the Service Provider, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Service Provider or to its successor, or for any breach of any obligation of the terms of this Agreement. Section 28. INTERPRETATION This Agreement shall not be interpreted against either party on the grounds that one of the parties was solely responsible for preparing it or caused it to be prepared as both parties were involved in drafting it. Section 29. WAIVER A. No waiver shall be binding, unless executed in writing by the party making the waiver. B. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision,whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. C. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement. Section 30 ASSIGNMENT The experience, knowledge, capability and reputation of the Service Provider, its principals and employees were a substantial inducement for the City to enter into this Agreement. This Agreement shall not be assigned by either party without prior written consent of the other party. Section 31. CARE OF WORK The Service Provider shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by the Service Provider and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages to persons or property until acceptance of the work by the City, except such losses or damages as may be caused by the City's own negligence. The performance of services by the Service Provider shall not relieve the Service Provider from any obligation to correct any incomplete, inaccurate or defective work at no further cost to the City when such inaccuracies are due to the negligence of the Service Provider. Section 32. SEVERABILITY If any one or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of the Agreement and shall not affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or sections contained herein. Section 33. GOVERNING LAW The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties under this Agreement,shall be construed pursuant to and in accordance with California law. Section 34. RIGHTS AND REMEDIES Chamber of Commerce Service Provider Agreement FY January 2023 thru June 2023 Page 7 Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Section 35. VENUE All proceedings involving disputes over the terms, provisions,covenants,or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Riverside County,California. Section 36. ATTORNEY'S FEES In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement,the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorney's fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. Section 37. AUTHORITY The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the dates written above. "City" "Chamber" CITY of CATHEDRAL CITY, a California Greater Coachella Valley Chamber of Commerce, municipal corporation a California non-profit corporation B . t- By: Charles P. McClendon,City Manager President/Chief Executive Officer ATTEST: By. I 1 ,_ Jim fl . .1 41 Tracey He osil o,City Clerk APPROVED AS TO FORM: By: Eric S.Vail City Attorney Chamber of Commerce Service Provider Agreement FY January 2023 thru June 2023 Page 8 Exhibit "A" Greater Coachella Valley Chamber of Commerce Business Engagement and Economic Development Support Initiatives January 2023 thru June 2023 Objective: Improve the financial health and resilience of Cathedral City businesses by (i) improving access to resources and best practices, (ii) improving the connections between and among Cathedral City businesses and the broader Coachella Valley business community, and (iii) improving Cathedral City businesses' visibility and ability to attract new and repeat customers. Cathedral City businesses will benefit from the Greater Coachella Valley Chamber of Commerce's (GCVCC or Chamber) collaboration with the City of Cathedral City's Economic Development Department (EDD or City). The Chamber will gather information and share data with the City to aid in preserving, fostering, and growing the City's business community. In short, the Chamber will support EDD's business retention and expansion efforts. 1) Business Support and Engagement Services Administration cost: $30,000 Objective: The Chamber will host and produce resources to support entrepreneurial interests; professional, business, and workforce development; and industry. These services may include collaborating with other agencies to serve the best interests of Cathedral City businesses. a) Treat all Cathedral City businesses equally regardless of GCVCC membership status. b) The Chamber contact new Cathedral City businesses following the City's Finance Department providing to the Chamber a monthly list of new business licenses. Businesses will be offered at least two complimentary admissions to GCVCC networking or education events. c) The Chamber will respond to all business requests and/or referrals within 48 business hours. d) As needed, the Chamber may serve as a liaison between the City and other business support service providers (e.g., the Small Business Development Corporation, SCORE, the Coachella Valley Economic Partnership etc.) e) The GCVCC will host a regular GCV Educates series (in-person or virtual) GCV Educates provides valuable information to businesses on how to improve their business and/or professional development. Beyond GCV Educates, the Chamber will support and provide resources to Cathedral City businesses as requested. f) In concert with the EDD, the Chamber will conduct periodic surveys and outreach to the local business community. Survey results will be shared with EDD. g) Notify the City's EDD promptly of inquiries of economic interest to the City and 1 of 5 Exhibit "A" Greater Coachella Valley Chamber of Commerce Business Engagement and Economic Development Support Initiatives January 2023 thru June 2023 inquiries necessitating a response by the City. h) Refer inquiries to businesses outside the City only if no equivalent service exists within the City. 2) City Marketing Administration cost: $12,000 The Greater Coachella Valley Chamber of Commerce will proactively market city assets, events, and businesses. The goal of these marketing efforts is to (i) increase economic activity within the City, (ii)improve the positive public perception of Cathedral City, (iii) raise property values, (iv) add to the City's tax base. The Chamber will seek to connect Cathedral City-based businesses with businesses and/or customers outside of City limits. For all City or Chamber-related events within Cathedral City,the chamber will use its social media, e-newsletters, and webpages to cross-promote events.The City's PIO may submit news on a weekly basis for inclusion in the Chamber e-newsletter. 3) Shop Local First Administration cost: $10,000 The Chamber will diligently administer the"Shop Local First"program (SLF) within the City. The Chamber will update and maintain the City's Shop Local First webpage: www.cccshoplocal.com. Administration of the SLF program will include: a) Promotion of the SLF website, b) Promote SLF program via other social media platforms, c) Distribution of printed materials (as provided by the City), d) Promote giveaways or local discounts as provided by local businesses. e) Create additional content to be used on social media postings 4. Event Services Total cost for event services: $21,436 The Chamber and City will collaborate on the production of business and community- oriented events within the City. The City commits to sponsoring a variety of GCVCC special events through the year. The Chamber will assume liability for all GCVCC-controlled events and services listed 2 of 5 Exhibit "A" Greater Coachella Valley Chamber of Commerce Business Engagement and Economic Development Support Initiatives January 2023 thru June 2023 inquiries necessitating a response by the City. h) Refer inquiries to businesses outside the City only if no equivalent service exists within the City. 2) City Marketing Administration cost: $12,000 The Greater Coachella Valley Chamber of Commerce will proactively market city assets, events, and businesses. The goal of these marketing efforts is to (i) increase economic activity within the City, (ii)improve the positive public perception of Cathedral City, (iii) raise property values, (iv) add to the City's tax base. The Chamber will seek to connect Cathedral City-based businesses with businesses and/or customers outside of City limits. For all City or Chamber-related events within Cathedral City,the chamber will use its social media, e-newsletters, and webpages to cross-promote events. The City's PIO may submit news on a weekly basis for inclusion in the Chamber e-newsletter. 3) Shop Local First Administration cost: $10,000 The Chamber will diligently administer the"Shop Local First"program (SLF)within the City. The Chamber will update and maintain the City's Shop Local First webpage: www.cccshoplocal.com. Administration of the SLF program will include: a) Promotion of the SLF website, b) Promote SLF program via other social media platforms, c) Distribution of printed materials (as provided by the City), d) Promote giveaways or local discounts as provided by local businesses. e) Create additional content to be used on social media postings 4. Event Services Total cost for event services: $21,436 The Chamber and City will collaborate on the production of business and community- oriented events within the City. The City commits to sponsoring a variety of GCVCC special events through the year. The Chamber will assume liability for all GCVCC-controlled events and services listed 2 of 5 Exhibit "A" Greater Coachella Valley Chamber of Commerce Business Engagement and Economic Development Support Initiatives January 2023 thru June 2023 herein and name the City as an additional insured. In instances where events have multiple controlling agencies, liability for events should be shared appropriately. The Chamber will not carry financial liability for events or services they do not control nor have primary coordinating responsibility. If a service or event is not fulfilled, the City may re-appropriate the funds towards another service. al Annual State of the City Event sponsorship: $19,500 The Greater Coachella Valley Chamber of Commerce has historically produced an Annual State of the City event with sponsorship from the City. As the format, costs, festivity, and production of special events continues to evolve, the Chamber aims to offer the City a basic event package with upgrade opportunities to enhance the event's design. The City's custom sponsorship of the Annual State of the City event includes registration for three tables of eight guests at the event.Additional seats or tables will be made available to the City at the cost charged to the Chamber by the host facility. The City is responsible for meeting the following milestones. Failure to meet these milestone deadlines may affect sales,marketing, and overall event outcomes. The City shall generate calendar dates for milestone meetings with the Chamber 6- months, 3-months, 2-months, and 1-month from the event to help ensure milestones are met. Milestones Objectives Identifying the Event Design Scheme or Theme(e.g. 4-6 months prior to event - colors, themes) Determining the format of the event(e.g. - 4-6 months prior to event moderated panel, keynote speaker, etc. ) 4-6 months prior to event Determining a loose framework for the events actual timeline 3 months prior to event Selecting a venue from what the Chamber has proposed 13-14 weeks prior to Proof Period for Marketing Materials and Graphic event Design Elements 3 of 5 Exhibit "A" Greater Coachella Valley Chamber of Commerce Business Engagement and Economic Development Support Initiatives January 2023 thru June 2023 The City's State of the City event package includes: i. Event planning, coordination, &day of event production ii. Vendor coordination&management iii. Graphic design&invitation design (does not include printed invitations) iv. Standard marketing efforts through the Chamber network v. Invitation&registration management vi. Breakfast or luncheon event vii. Business awards viii. Basic stage design(podium,microphone, flag display,&foliage) The base package does not include printed invitations nor programs. Standard Chamber marketing efforts include e-blasts, calendar invitations, web listings, and social media sharing. The City is responsible for co-marketing the event through its database of businesses licensed in the City and its greater business network. The City's promotion of the event shall include reference of GCVCC as the primary event host. The base package accounts for a morning or midday event featuring a breakfast or lunch component. It does not include dinner events or upgraded menus above market price banquet menus. Stage design is limited to a podium, microphone, flag display, and foliage. The City may further customize the base package at additional expense to the City. Upgrades, additions, or enhancements beyond the base package are not included in the costs of the base package. Upgrades, additions, and/or enhancements will result in additional charges as accrued. Such upgrades, additions and/or enhancements may include(but are not limited to): AV enhancements, outdoor event packages, upgraded dining menus, or advertising enhancements. GCVCC Special Event Sponsorships The City commits to sponsoring at least three(3) GCVCC special events (outlined below). In return, the Chamber will offer a 30% discount off listed sponsorship rates for all event sponsorships. The City will inform the Chamber which other city's State of the City address the City would like to sponsor as well as any additional events, beyond the below listed three events, the City would like to sponsor. The 30% discount will apply assuming the City remains committed to sponsoring three total events. The Chamber will provide the City with necessary PR and marketing materials for all sponsored events. 4 of 5 Exhibit "A" Greater Coachella Valley Chamber of Commerce Business Engagement and Economic Development Support Initiatives January 2023 thru June 2023 The City's State of the City event package includes: i. Event planning, coordination, &day of event production ii. Vendor coordination&management iii. Graphic design&invitation design (does not include printed invitations) iv. Standard marketing efforts through the Chamber network v. Invitation&registration management vi. Breakfast or luncheon event vii. Business awards viii. Basic stage design(podium,microphone, flag display,&foliage) The base package does not include printed invitations nor programs. Standard Chamber marketing efforts include e-blasts, calendar invitations, web listings, and social media sharing. The City is responsible for co-marketing the event through its database of businesses licensed in the City and its greater business network. The City's promotion of the event shall include reference of GCVCC as the primary event host. The base package accounts for a morning or midday event featuring a breakfast or lunch component. It does not include dinner events or upgraded menus above market price banquet menus. Stage design is limited to a podium, microphone, flag display, and foliage. The City may further customize the base package at additional expense to the City. Upgrades, additions, or enhancements beyond the base package are not included in the costs of the base package. Upgrades, additions, and/or enhancements will result in additional charges as accrued. Such upgrades, additions and/or enhancements may include(but are not limited to):AV enhancements, outdoor event packages, upgraded dining menus, or advertising enhancements. 11) GCVCC Special Event Sponsorships The City commits to sponsoring at least three(3) GCVCC special events(outlined below). In return, the Chamber will offer a 30% discount off listed sponsorship rates for all event sponsorships. The City will inform the Chamber which other city's State of the City address the City would like to sponsor as well as any additional events, beyond the below listed three events, the City would like to sponsor. The 30%discount will apply assuming the City remains committed to sponsoring three total events. The Chamber will provide the City with necessary PR and marketing materials for all sponsored events. 4 of 5 Exhibit "A" Greater Coachella Valley Chamber of Commerce Business Engagement and Economic Development Support Initiatives January 2023 thru June 2023 i. The Annual All Valley Mayor's Event Event sponsorship: $623 The City agrees to purchase a table at the Annual All Valley Mayor's Event. ii. Other City State of the City Events Event sponsorship: $690 The City commits to a minimum of two registrations to the following Special Events: City of Coachella State of the City, City of Desert Hot Springs State of the City, City of Indio State of the City, City of La Quinta State of the City. The Chamber, in turn, offers a special rate for the City's pre-registration.Additional seats may be purchased at list rates. iii. The Annual Business Awards & Installation Event Event sponsorship: $623 The City agrees to purchase a table at the Annual Business Awards and Installation Event. 5. Volunteerism: Administration cost: No charge The Greater Coachella Valley Chamber of Commerce will commit to hosting a promotional chamber booth at the following Special Events in Cathedral City: The Cathedral City Hot Air Balloon Festival, LGBTQ Days, and the Taste of Jalisco in 2024. Additionally, the Chamber will staff its booth with volunteers for the duration of the event. 6. Cost Summary by Section: 1) Economic Development&Business Support Services $30,000 2) City Marketing $12,000 3) Shop Local First Website and General Program $10,000 4) Special Events (State of City, Other Events, & Volunteering) $21,436 Total Annual Contract $73,436 January to June 2023 [50% of Sections 1, 2, and 3 plus State of the $45,500 City ($19,500)] 2023/2024 Fiscal Year Contract(Full year of Chamber services plus $73,436 cost of 2024 State of City) 5 of 5 EXHIBIT"B" Greater Coachella Valley Chamber of Commerce- Payment Program for City of Cathedral City January 2023 thru June 2023 Section 1: Invoices The Service Provider shall submit quarterly invoices to the City's Accounting Manager with a copy to the City's Economic Development Director at the end of each quarter. For the purposes of this Agreement, quarters end on: Payment 1: March 31, 2023 Payment 2: June 30, 2023 Invoices along with required documentation shall be submitted within thirty (30) days of the end of each quarter. Section 2: Required documentation In one standard PDF file printable on 8.5" x 11", each quarterly invoice shall include a copy of: a) Quarterly report based on Exhibit "A" summarizing activities; b) Exhibit "B" Payment Program from the current Service Provider Agreement; c) Statement of Assets, Liabilities, and Owner's Equity for the same quarter as the submitted invoice; and d) Statement of Activities Budget Performance for the same quarter as the submitted invoice. Section 3: Payment The City shall pay the Service Provider within thirty (30) days of receipt of an invoice, except as otherwise provided for herein. The contract will be paid in equal quarterly installments. The City reserves the right to adjust the final payment (Payment 2) for any services required in Exhibit "A" but not completed. Section 4:Contested Invoices Payment to the Service Provider shall not be made within the thirty (30) days of receipt of any invoice that is contested or questioned and returned by the City with a written explanation within the thirty (30) days of receipt of invoice. A. The Service Provider shall provide the City with a written response to any invoice contested or questioned, and upon request of the City, the Service Provider shall provide the City with any and all documents related to any invoice. Section 5: Early Termination or Suspension A. In the event of early termination or suspension, the City shall compensate the Service Provider for all services rendered pursuant to the Agreement up to the time of the effective date of the early termination or suspension. B. Compensation for services rendered in connection with a task that has not been completed at the time of the effective date of the early termination or suspension shall be provided to the Service Provider on a prorated basis to reflect the percentage of the specific task that has been completed at the aforementioned time. 1 ACCPRD ® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDYYYY) 03/01/2023 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 Shelley Self NAME: McClatchy Insurance Agency (AHONNE,Ext): (916)488-4702 ,AAX,No): (916)488-2336 License#0724020 E-MAIL Shelley@McClatchyins.com ADDRESS: 2410 Fair Oaks Blvd,Suite 140 INSURER(S)AFFORDING COVERAGE NAIC# Sacramento CA 95825 INSURER A: Great American Insurance Company of New York 22136 INSUREDINSURER B: USLI 25895 Greater Coachella Valley Chamber of Commerce 1 INSURER C: 82921 Indio Blvd INSURER D: • INSURER E: _ Indio CA 92201 INSURER F: COVERAGES CERTIFICATE NUMBER: CL2263018215 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, ILTR NSD SWVD POLICY NUMBER MUBR OL POLICY PM/DDIY EXP LIMITS TYPE OF INSURANCE ( ) (MOLICY X COMMERCIAL GENERAL LIABILITYEACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTE CLAIMS-MADE X OCCUR PREMISES(Ea occur ence) $ 1,000,000 MED EXP(Any one person) $ 10,000 A Y SPP1302733 07/01/2022 07/01/2023PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY JECT PRO LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER Liquor Liability Exclusion $ 2,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ A OWNED -SCHEDULED SPP1302733 07/01/2022 07/01/2023 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED N -OE PROPERTY DAMAGE $ AUTOS ONLY X AUTOS ONLY (Per accident) _ $ X UMBRELLA LIABOCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS-MADE SPP1302733 07/01/2022 07/01/2023 AGGREGATE $ 2,000,000 DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVEN/A E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes.describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Directors&Officers General Aggregate $2,000,000 B NDO1570471D 06/24/2022 06/24/2023 Each Occurrence $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Cathedral City and its officers,employees,servants,volunteers,agents and independent contractors,including without limitation,the City Manager,City Council,Economic Development Director,Planning Department Director,Engineering Department Director,Administrative Services Director, Police Chief,Fire Chief,Communication and Events Manager,City Engineer,and City Legal Counsel are included as additional insureds. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Cathedral City ACCORDANCE WITH THE POLICY PROVISIONS. 68700 Av.Lalo Guerrero AUTHORIZED REPRESENTATIVE Cathedral City CA 92234 /��.`+ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD R*AO *05/05/2022 *SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 b. "property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this Policy. 6. "Additional Insureds" When Required by Written Contract, Written Agreement or Permit a. The persons or organizations described in paragraphs b. through g. below are also insureds (and may also be referred to below as "additional insureds"), but only if: (1) either: (a) you have agreed, in a written contract to have such person or organization added as an "additional insured" under this Policy; or (b) a permit issued to you by a state or political subdivision requires such person or organization to be added as an "additional insured" under this Policy; and (2) the "bodily injury", "property damage", or offense causing "personal and advertising injury" occurs subsequent to execution of the contract or agreement, or issuance of the permit. A person's or organization's status as an "additional insured" under paragraphs b. through g. ends at the earlier of: (1) the end of the minimum period of time required by the contract or permit, or (2) the expiration of the policy period of this Policy No person or organization is an "additional insured" under paragraphs b. through g. if such person or organization is an insured by virtue of an endorsement issued by us and attached to this Coverage Form. b. Vendors (1) Subject to a., above, any person or organization that distributes or sells "your product" in the regular course of that person's or organization's business (referred to below as vendor) as an "additional insured", 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, and only if this Coverage Form provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". However: (a) the insurance afforded to such vendor only applies to the extent permitted by law; and (b) the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. (2) No vendor is an insured with respect to any: Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 74 of 92) R*AO*05/05/2022 * SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 (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) express warranty unauthorized by you; (c) physical or chemical change in the product made intentionally by the vendor; (d) repackaging, except when "your product" is unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) 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 product; (f) demonstration, installation, servicing or repair of "your product", except such operations performed at the vendor's premises in connection with the sale of the product; (g) product which, after distribution or sale by you, has 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: (i) the vendor for its own acts or omissions; or (ii) the vendor's "employees" or anyone else acting on its behalf. However, paragraph (h) does not apply to: (i) the exceptions contained in subparagraphs (d) or (f); or (ii) such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (3) The coverage afforded for vendors under paragraph b. does not apply to any person or organization from whom you have acquired either such products, or any ingredient, part or container, entering into, accompanying or containing such products. c. Lessors of Equipment (1) Subject to a., above, any person or organization from whom you lease equipment is an "additional insured", but only with respect to liability arising out of your maintenance, operation or use of equipment you lease from that person or organization. However: (a) the insurance afforded to such "additional insured" only applies to the extent permitted by law; and Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 75 of 92) R*AO*05/05/2022*SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 (b) the insurance afforded to such "additional insured" will not be broader than that which you are required by the contract or agreement to provide for such "additional insured". (2) No such person or organization is an "additional insured" as respects any: (a) "occurrence" which takes place before the equipment lease begins or after the equipment lease expires, or (b) "bodily injury", "property damage", or "personal and advertising injury" arising out of the sole negligence of such person(s) or organization(s). d. Lessors of Land or Premises (1) Subject to a., above, any person or organization from whom you lease land or premises is an "additional insured", but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. However: (a) the insurance afforded to such "additional insured" only applies to the extent permitted by law; and (b) the insurance afforded to such "additional insured" will not be broader than that which you are required by the contract or agreement to provide for such "additional insured". (2) No such person or organization is an "additional insured" as respects any: (a) "occurrence" that takes place before you lease that land or premises; or (b) "occurrence" that takes place after your lease ends; or (c) structural alteration, new construction or demolition operation performed by or on behalf of such person(s) or organization(s). e. Architects, Engineers or Surveyors (1) Subject to a., above, any person or organization you engage as an architect, engineer, or surveyor is an "additional insured", but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in party, by your acts or omissions or the acts or omissions of those acting on your behalf in connection with your premises or in the performance of your ongoing operations: However: (a) the insurance afforded to such "additional insured" only applies to the extent permitted by law; and (b) the insurance afforded to such "additional insured" will not be broader than that which you are required by the contract or agreement to provide for such "additional insured" Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 76 of 92) R*AO*05/05/2022 *SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 f. Permits Or Authorizations Relating To Premises Issued By State Or Governmental Agency Or Subdivision Or Political Subdivision (1) Subject to a., above, any federal, state, or local government or governmental agency or subdivision or political subdivision that issues you a permit or authorization with respect to the following hazards in connection with premises you own, rent, or control and to which this insurance applies, is an "additional insured" as respects such activity(ies) at the premises: (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, 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. g. Any Other Party (1) Subject to a., above, any person or organization described neither: (a) as an insured in C.1. through C.5., nor (b) as an "additional insured" in b. through f. above, is an "additional insured", but only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (i) in the performance of your ongoing operations; (ii) in connection with premises owned by or rented to you; or (iii) in connection with "your work" and included within the "products-completed operations hazard", But (iii) applies only if this Coverage Form provides coverage for "bodily injury" or "property damage" within the "products-completed operations hazard". However: (a) the insurance afforded to such "additional insured" only applies to the extent permitted by law; and (b) the insurance afforded to such "additional insured" will not be broader than that which you are required by the contract or agreement to provide for such "additional insured". No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 77 of 92) R*AO*05/05/2022 *SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. insureds; b. claims made or "suits" brought; or c. persons or organizations making claims or bringing "suits". 2. The most we will pay for the sum of all damages because of all: a. "bodily injury", "property damage" and medical expenses arising out of any one "occurrence"; and b. "personal and advertising injury" sustained by any one person or organization; is the Liability and Medical Expenses limit shown in the Declarations. But the most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses limit shown in the Declarations. c. For all sums which the Insured becomes legally obligated to pay as damages caused by an "occurrence" under Coverage a, section 1. Business Liability, and for all medical expenses caused by accident under Coverage A, section 2. Medical Expenses, a separate Liability and Medical Expenses Limit of Insurance applies to each designated "location" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 3. The most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises while rented to you, or in the case of fire, lightning or explosion while rented to you or temporarily occupied by you with permission of the owner is the applicable Damage to Premises Rented to You limit shown for that premises in the Declarations. For a premises temporarily occupied by you, the applicable limit will be the highest Damage To Premises Rented To You limit shown in the Declarations. 4. Aggregate Limits The most we will pay for: a. all "bodily injury" and "property damage" that is included in the "products-completed operations hazard" is twice the Liability and Medical Expenses limit. b. all: (1) "bodily injury" and "property damage", except damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard"; (2) plus medical expenses; Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 78 of 92) R *AO*05/05/2022 *SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 (3) plus all "personal and advertising injury" caused by offenses committed; is twice the Liability and Medical Expenses limit. Subject to paragraphs 4.a. or 4.b. above, whichever applies, the Damage To Premises Rented To You Limit is the most we will pay for damages because of "property damage" to any premises, while rented to you, or in the case of fire, while rented to you or temporarily occupied by you with permission of the owner. 5. How Limits Apply to "Additional Insured's" The most we will pay on behalf of any "additional insured" described in C.6., above, is the amount of insurance: a. required by contract or agreement; or b. available under the applicable Limits of Insurance shown in the Declarations whichever is less. Such amounts shall not increase the applicable Limits of Insurance shown in the Declarations. The Limits of Insurance of the PART TWO - SAFEPAK® LIABILITY COVERAGE FORM apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the Insured or of the Insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties in the Event of "Occurrence", Offense, Claim or "Suit" a. You and any other involved insured must see to it that we are notified as soon as practicable of any "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) how, when and where the "occurrence" or offense took place; (2) the names and addresses of any injured persons and witnesses; and (3) the nature and location of any injury or damage arising out of the "occurrence" or offense. Failure of the insured to give first report of a claim to us shall not invalidate coverage under this Policy if the loss was inadvertently reported to another insurer. However, you shall report any such "occurrence" to us as soon as practicable once you become aware of such an error. b. If a claim is made or "suit" is brought against any insured, you must: Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 79 of 92) R *AO *05/05/2022*SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 (1) immediately record the specifics of the claim or "suit' and the date received; and (2) notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) authorize us to obtain records and other information; (3) cooperate with us in the investigation, or settlement of the claim or defense against the "suit"; and (4) assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the Insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that Insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Knowledge of an "Occurrence", Offense, Claim or "Suit" Paragraphs a. and b. apply to any involved insured when the "occurrence", offense, claim or "suit" is known to: (1) that Insured, if the involved Insured is an individual; (2) any partner, if the involved Insured is a partnership; (3) any manager, if the involved Insured is a limited liability company; (4) any "executive officer", risk manager, or insurance manager, if the involved Insured is a corporation; (5) any trustee, if the involved Insured is a trust; or (6) any elected or appointed official, if the involved Insured is a governmental entity, or a subdivision or agency of a governmental entity. This paragraph e. applies separately to each involved insured. 3. Financial Responsibility Laws a. When this Policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the Policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and Limits of Insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability uninsured motorists, underinsured motorists, nofault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 80 of 92) R*AO *05/05/2022 *SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 4. Legal Action Against Us No person or organization has a right under this Policy: a. to join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. to sue us on this Policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Policy or that are in excess of the applicable Limit of Insurance. An agreed settlement means a settlement and release of liability signed by us, the Insured and the claimant or the claimant's legal representative. 5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a. as if each named insured were the only named insured; and b. separately to each insured against whom claim is made or "suit" is brought. 6. Representations By accepting this Policy, you agree: a. the statements in the Declarations are accurate and complete; b. those statements are based upon representations you made to us; and c. we have issued this Policy in reliance upon your representations. If you unintentionally fail to disclose all hazards relating to the conduct of your business at the inception date of this Policy, we shall not deny coverage under this Policy because of such unintentional failure, but only if you promptly make full disclosure of all such hazards upon discovery of any such unintentional failure to disclose. 7. Other Insurance If there is other insurance covering the same loss or damage, we will pay as follows. a. Primary Insurance This insurance is primary except when b. below applies. If the other insurance is also primary, we will share with all that other insurance by the method described in paragraph c. below. b. Excess Insurance (1) This insurance is excess over: (a) any of the other insurance, whether primary, excess, contributory, non-contributory, contingent, or on any other basis; Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 81 of 92) R *AO *05/05/2022 *SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 (i) that is Fire, Lightning, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (II) that is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) that is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) if the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to exclusion g. of PART TWO - SAFEPAK® LIABILITY COVERAGE FORM. (v) that arises out of "property damage" to borrowed equipment or the use of an elevator, to the extent not subject to exclusion 1.k. of section B. Exclusion. (2) Any other insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an "additional insured"; or (3) (a) Any other insurance available to any person or organization that is an "additional insured" under this Policy. However, this insurance is primary if you have so agreed in a written contract, or if a written permit so requires. If the "additional insured's" other insurance is also primary, we will share with such other insurance by the method described in c. below; (b) If you have so agreed in a written contract, or if a written permit so requires, this insurance is primary and non-contributory with the "additional insured's" own insurance. In that case, this insurance is primary and we will not seek contribution from that other insurance; (c) If (b) does not apply, and if a claim or "suit" we cover under this insurance may also be covered by other insurance available to an "additional insured", then that "additional insured" must also submit the claim or "suit" to the other insurer for defense and indemnity. Paragraphs (a) and (b) do not apply to other insurance to which an "additional insured" under this Policy has been added as an "additional insured". (4) When this insurance is excess, we will have no duty under this Policy to defend the Insured against any "suit" if any other insurer has a duty to defend the Insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the Insured's rights against all those other insurers. (5) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) the total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) the total of all deductible and self-insured amounts under all that other insurance. (6) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance Provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Policy. Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 82 of 92) R*AO *05/05/2022*SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 c. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable Limits of Insurance of all insurers. 8. Transfer of Rights of Recovery Against Others to Us a. Transfer of Rights of Recovery If the Insured has rights to recover all or part of any payment, including supplementary payments, we have made under this Policy, those rights are transferred to us. The Insured must do nothing after loss to impair them. At our request, the Insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expense Coverage. b. Waiver of Rights of Recovery (Waiver of Subrogation) If the Insured waives any right of recovery against any person or organization for all or part of any payment, including supplementary payments, we make under this Policy, we also waive that right, provided the Insured waives such right of recovery against such person or organization in a written contract or written permit executed before the "occurrence", "bodily injury", "property damage", offense, or "personal and advertising injury" that took place. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition; a. notices that are published include material placed on the Internet or on similar electronic means of communication; and b. regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an "advertisement". 2. "Additional insured" means: a. when referring to an "additional insured" under this insurance: (1) a person or organization that is neither a named insured nor described in paragraphs 1. through 5. of Section C - WHO IS AN INSURED, but is an insured under this insurance only by virtue of: (a) paragraph 6. of Section C - WHO IS AN INSURED; or (b) an endorsement we issue. Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 83 of 92) R*AO *05/05/2022 *SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 b. when referring to an "additional insured" under any other insurance, a person or organization that is, under that other insurance, neither a Named Insured nor within that Policy's general description of who is an insured, but is nevertheless protected under that Policy as an insured pursuant to a policy provision or endorsement describing an "additional insured". 3. "Auto" means: a. a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 4. "Bodily injury" means "bodily injury", sickness or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 5. "Coverage territory" means: a. the United States of America (including its territories and possessions), Puerto Rico and Canada; b. international waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in paragraph a. above; c. all other parts of the world if the injury or damage arises out of: (1) goods or products made or sold by you in the territory described in paragraph a. above; or (2) the activities of a person whose home is in the territory described in paragraph a. above, but is away for a short time on your business; or (3) "personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication. provided the Insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in a. above or in a settlement we agree to. 6. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 7. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by laws or any other similar governing document. 8. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 9. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. it incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 84 of 92) R*AO *05/05/2022 *SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 b. you have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 10. "Insured contract" means: a. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. a sidetrack agreement; c. any easement or license agreement, except in connection with construction or demolition operations or within 50 feet of a railroad; d. an obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. an elevator maintenance agreement; f. that part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; (2) that indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the Insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, or engineering activities. 11. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 12. "Loading or unloading" means the handling of property: a. after it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 85 of 92) R*AO*05/05/2022 *SPP 1302733 06 00 Great American Insurance Company of New York *DIB* 459318417 488930 b. while it is in or on an aircraft, watercraft or "auto"; or c. while it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 13. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. vehicles maintained for use solely on or next to premises you own or rent; c. vehicles that travel on crawler treads; d. vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) power cranes, shovels, loaders, diggers or drills; or (2) road construction or resurfacing equipment such as graders, scrapers or rollers; e. vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) cherry pickers and similar devices used to raise or lower workers; f. vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) equipment designed primarily for: (a) snow removal; (b) road maintenance, but not construction or resurfacing; or (c) street cleaning; (2) cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 86 of 92) R*AO *05/05/2022*SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 14. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 15. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. false arrest, detention or imprisonment; b. malicious prosecution; 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 occupies, committed by or on behalf of its owner, landlord or lessor; d. oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. oral or written publication, in any manner, of material that violates a person's right of privacy. f. the use of another's advertising idea in your "advertisement"; or g. infringing upon another's copyright, trade dress or slogan in your "advertisement". 16. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 17. "Products-completed operations hazard": a. includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) products that are still in your physical possession; or (2) work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) when all of the work called for in your contract has been completed. (b) when all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) when that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 87 of 92) R*AO *05/05/2022 *SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) the transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) the existence of tools, uninstalled equipment or abandoned or unused materials; or 18. "Property damage" means: a. physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. For purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 19. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage", or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. an arbitration proceeding in which such damages are claimed and to which the Insured must submit or does submit with our consent; or b. any other alternative dispute resolution proceeding in which such damages are claimed and to which the Insured submits with our consent. 20. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 21. "Volunteer worker" means a person who is not your "employee", and who donates his or her work, acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 22. "Your product" means: a. means: (1) any goods or products, other than real property, manufactured, sold handled, distributed or disposed of by: (a) you; Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06!18) (Page 88 of 92) R*AO*05/05/2022 *SPP 1302733 06 00 Great American Insurance Company of New York *D/B* 459318417 488930 (b) others trading under your name; or (c) a person or organization whose business or assets you have acquired; and (2) containers (other than vehicles), materials, parts or furnished in connection with such goods or products. b. includes: (1) warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) the providing of or failure to provide warnings or instructions. c. does not include vending machines or other property rented to or located for the use of others but not sold. 23. "Your work" means: a. means: (1) work or operations performed by you or on your behalf; and (2) materials, parts or equipment furnished in connection with such work or operations. b. includes: (1) warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) the providing of or failure to provide warnings or instructions. SAFEPAK® COMMON POLICY CONDITIONS All coverages of this Policy are subject to the following conditions. A. CANCELLATION 1. The first Named Insured shown in the Declarations may cancel this Policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this Policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 5 days before the effective date of cancellation if any one of the following conditions exists at any building that is Covered Property in this Policy. (1) The building has been vacant or unoccupied 60 or more consecutive days. This does not apply to: (a) seasonal unoccupancy; or Includes copyrighted material of Insurance Services Office, Inc., with its permission BP 86 68 (Ed. 06/18) (Page 89 of 92)