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HomeMy WebLinkAboutA6427 - RESORT PARKING SERVICESCITY OF PALM SPRINGS VENUE LICENSE AND FACILITY USE AGREEMENT (DOWNTOWN PARKING GARAGE) RESORT PARKING SERVICE, INC. EVENING UNDER THE STARS EVENT This VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT (the "Agreement") governed by the laws of the State of California is made and entered into this 2 day of May, 2019, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, hereinafter called ("CITY") and Resort Parking Services, Inc., a California corporation, hereinafter called ("USER"), concerning the use of the City- owned Downtown Parking Garage located on Museum Drive between Museum Way and Belardo Road and, hereinafter called ("FACILITY/SITE"), for valet parking services for the AAP, Evening Under the Stars, hereinafter, the ("EVENT") held at the O'Donnell House. The CITY and USER do hereby mutually agree as follows: AGREEMENT 1. TERM OF USE. This Agreement shall be in full force and effect for a period of 3 hours, commencing at 6:00 PM and continuing until 9:00 PM, on Friday, May 3, 2019 for the EVENT. 2. FACILITY USE. 2.1 DOWNTOWN PARKING GARAGE. CITY grants USER the use of a portion of the Downtown Parking Garage, as identified in Exhibit "A" and incorporated herein by reference. 2.2 FEES AND CHARGES FOR FACILITY USE. There is no fee charged to the USER for the use of the Facility for this EVENT. USER has the duty to secure, at USER's sole cost and expense, all permits and licenses required to utilize the FACILITY/SITE as RESORT PARKING SERVICES, INC for the EVENT. USER shall secure said permits in advance of the EVENT, and in accordance with all State and local laws, ordinances, and standards. 3. SECURITY. The USER is responsible for providing security within the FACILITY during the time period described in Section I of this agreement. The USER shall be responsible for monitoring all areas where its patrons park in the FACILITY/SITE during the period its patrons are parked. 4. INSURANCE. Obtain and present to the city attorney, no later than two (2) weeks before the EVENT, all certificates of insurance, endorsements related thereto, and liability release forms for USER for each and all of USER'S volunteers, and USER'S contractors and vendors participating in EVENT. All commercial general liability insurance shall be primary and non-contributory over any insurance or self-insurance the CITY may have, and shall name "The City of Palm Springs, its officials, employees, and agents" as an additional insured. All policies shall contain an undertaking by insurers to notify any Additional Insured in writing, not less than thirty (30) days before any material change, as to any reduction in coverage, cancellation, or other termination thereof. Workers' Compensation coverage as required by California law and CITY shall contain the insurer's waiver of subrogation in favor of CITY, its officials, employees and agents. USER'S insurance coverage shall conform to the following, including the stated minimum limits of liability and coverage. ORIGINAL BID VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT ^fM-m IPMTParking Resort Ser\'ices. Inc. / AAP - Kvening Under the Stars AND/OR a. Commercial general liability insurance coverage shall be on an "occurrence basis," and shall include personal injury, bodily injury, death, broad form property damage, operations hazard, owner's protective coverage, contractual liability and products and completed operations liability, in limits and with coverage not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) general aggregate on a per location basis, all with costs of defense in addition to limits of liability; b. Umbrella liability coverage in limits and with coverage not less than Two Million Dollars ($2,000,000) per occurrence, and Two Million Dollars ($2,000,000) general aggregate 4.1 USER, on its own behalf, and on behalf of any insurer providing insurance with respect to any of user's activities arising from or related to the EVENT, waives any claim against CITY with respect to any damage to any and all items of USER'S property, including without limitation property of USER's volunteers, vendors and/or contractors, which is, or customarily is, covered by a standard property insurance policy for special causes of loss coverage, except for any claims resulting primarily from CITYs gross negligence, recklessness or willful misconduct.. 4.2 To the extent permitted by law, USER releases CITY, its officials, employees and agents from, and waives all claims for, damage to person or property sustained by USER or any person(s) attending or participating in the EVENT, or in any vehicle, in any area or place used and/or procured by USER, and used by any person(s) attending the EVENT, including without limitation the "Event Location", resulting from the EVENT, except for any claims resulting primarily from CITYs gross negligence, recklessness or willful misconduct. This release includes any claim for or damage to USER or any person(s) arising from or related to any equipment or appurtenance at the Site becoming out of repair or resulting from any accident, or resulting directly or indirectly from any act or neglect of USER, or any of USER'S volunteers, vendors, or contractors, including their respective agents and employees. This release shall apply equally whether any such claim or damage results from the act or neglect of USER, or any of its volunteers, vendors, contractors, or of any other person, and whether such claim or damage be caused or result from anything or circumstance above mentioned or referred to, or any other thing or circumstance whether of a like nature or of a wholly different nature. The obligations set forth in this Section 2.1.7 shall survive the termination of this Agreement 4.3 To the fullest extent permitted by law, USER hereby agrees to indemnify, protect, defend, with counsel and experts reasonably acceptable to CITY, and hold harmless the CITY, together with each and all of city's officials, employees, and agents (collectively, the "Released Parties"), from and against any and all claims, suits, demands, expenses, liabilities, losses, lawsuits and other proceedings, judgments, causes of action, liens, claims of liens, damages, penalties, litigation, defense or court costs, and expenses, including attorneys' and expert witnesses' fees and costs ("Claims") arising from USER'S presence on or about, or use of the Site, or from any activity or thing done or permitted by USER, and/or any of USER's volunteers, vendors, contractors, guests, agents, or employees, in or about the Site, or related to USER'S use thereof, and from and against any and all Claims arising from any breach or default in the performance of any obligation on USER's part to be performed under the terms of this Agreement, or arising from any act or negligence of USER, or any of its guests, agents, contractors or employees, or arising from or relating to the provision, consumption or availability of alcoholic beverages, if applicable, at the Site, except for any such Claims resulting primarily from CITYs gross negligence, recklessness or willful misconduct. USER further agrees to waive all rights of subrogation against the CITY. The provisions of this Section 2.1.7 do not apply to any damage or loss caused solely by the negligence of the CITY, or any of its officials, employees, or agents. In the event USER fails to perform as to its indemnity obligations, whether independently or in cooperation with any of USERS volunteers, vendors, contractors, insurers, or from any others as required herein, USER agrees to be fully VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Services. Inc. / AAP - Evening Under the Stars Page 2 of 9 responsible according to the terms of this Section 2.1.7. The obligations set forth in this Section 2.1.7 shall survive the termination of this Agreement 4.4 CITY hereby agrees to defend, indemnify, release and hold USER, its officers, officials, agents, employees, and volunteers harmless from and against any and all claims, demands, actions, losses, damage, injuries, and liability, direct or indirect, (including any and all costs and expenses in connection therewith), arising out of ClTYs performance of any duty under this Agreement, except to the extent arising from or relating to the negligence, recklessness or willful misconduct of USER. 4.5 Neither party shall be responsible for damages or be in default by reason of delay caused by strikes, lockouts, accidents, or acts of God, governmental agencies, or by reason of any other delay beyond the party's control or for which the party is without fault. 5. AGREEMENT, BREACH, TERMINATION, REIMBURSEMENT. 5.1 EFFECTIVE DATE. This Agreement shall be effective immediately upon its full execution. Any covenant, term or provision of this Agreement which in order to be effective must survive the termination of this Agreement shall survive any such termination. 5.2 BREACH OF AGREEMENT. Any material deviation by USER for any reason from the requirements hereof, or from any other provision of this Agreement, shall constitute a breach of this Agreement by USER, and may be cause for termination at the election of CITY. CITY may terminate this Agreement for cause upon any breach, by giving ten (10) days' notice to USER. In the event of termination by whatever means, except for termination by USER due to City default, CITY shall have the option to direct user's actions with respect to access to materials or assigning any rights, such as name, lists, speaker contracts to CITY or its designee. CITY reserves the right to waive any and all breaches of this Agreement, and any such waiver shall not be deemed a waiver of all previous or subsequent breaches. In the event CITY chooses to waive a particular breach of this Agreement, it may condition the same on payment by USER of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. No waiver shall be binding, unless executed in writing by the party making the waiver. USER may waive any and all breaches of this Agreement by CITY. No waiver by USER of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar or not, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to compel the enforcement of the remaining provisions of this Agreement. 5.3 AGREEMENT TERMINATION. In the event USER is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, CITY may terminate this Agreement, in whole or in part, in the same manner as for breach hereof and be entitled to the same rights on termination. 5.4 CITY BREACH. USER may terminate this Agreement for cause upon ten (10) days written notice to CITY. USER's right to termination for cause shall only arise from a ClTYs breach of any obligations, representations and/or warranties in Sections 2.2 and/or 4.4. 5.5 DEFAULT AND BREACH. Failure or delay by any party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement. The party claiming that a default has occurred shall give written notice of said default to the other party specifying the VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Services, Inc. / AAP - Evening Under the Stars Page 3 of 9 alleged default. If the party who is claimed to be in default commences to cure, correct, or remedy the alleged default within fifteen (15) calendar days after receipt of said written notice, such party shall not be deemed to be in default hereunder. In the event that a default of any party to this Agreement may remain uncured for more than fifteen (15) calendar days following said written notice, a "breach" shall be deemed to have occurred. In the event of a breach, the injured party shall be entitled to seek any appropriate remedy or damages by terminating the Agreement in accordance with Section 3 and initiating legal proceedings as may be appropriate. 6 LICENSE, LOGISTICS. 6.1 FACILITY/SITE. CITY hereby grants to USER, commencing at 6:00 PM and continuing through 9:00 PM on May 3,2019, the exclusive right, privilege, permission and license to enter onto, across, over, in and about and use the FACILITY for the purpose of the EVENT which may include but not be limited to filming and photographing the EVENT and the FACILITY, subject only to the right of the CITY or any CITY authorized designee to enter onto the FACILITY/SITE for any regulatory or public health and safety purpose arising from or related to this Agreement. USER's staging for VALET PARKING SERVICES at the FACILITY/SITE will commence at 6:00 PM and continuing through 9:00 PM. Upon the EVENT'S conclusion, USER'S removal of all temporary improvements to the FACILITY/SITE be complete by 9:00 PM on May 3,2019. USER shall leave the Site in at least as good condition as it finds the FACILITY/SITE upon initial entry at 6:00 PM on May 3, 2019. 6.2 HOURS AND USE. During the EVENT, the USER is restricted to the amount of parking spaces Approved in the Temporary Valet Parking Permit. The USER must allow access to employees and the public to the FACILITY/SITE. USER'S use of the Site is further described as follows: USER shall provide the necessary equipment and infrastructure, including but not limited to, tents, furniture, food and drink, temporary fencing, bathrooms, generators, waste disposal, staff and volunteers, and Wi-Fi access. USER has the duty to secure, at USER's sole cost and expense, all permits and licenses required to utilize the Site as RESORT PARKING SERVICES, INC. for the EVENT. USER shall secure said permits in advance of the EVENT, and in accordance with all State and local laws, ordinances, and standards. Upon conclusion of the EVENT, USER shall remove all tents, infrastructure, and equipment and return surface of the lot to its original condition or better, except for normal wear and tear. 6.3 SIGNAGE. USER shall secure CITY's approval in advance of the EVENT as to any and all temporary signage that USER utilizes in relation thereto, as may be required by any local ordinances; this requirement shall pertain to directional, parking-related, and any other EVENT-related signage. 7. GENERAL 7.1 COMPLETE AGREEMENT. This Agreement reflects all the understandings, terms, and conditions agreed upon by the parties. No other understandings, terms or conditions, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Services, Inc. / AAP - Kvening Under the Stars Page 4 of 9 7.2 AMENDMENTS. Any alterations, variations, modifications or waivers of any provision of this Agreement shall be valid only when reduced to writing duly executed and attached to the original of this Agreement. 7.3 NOTICE. For purposes of this Agreement, the addresses of the parties for all notices are as follows: City. CITY OF PALM SPRINGS David H. Ready, City Manager 3200 E. Tahquitz Canyon Way P. O. Box 2743 Palm Springs, CA 92263-2743 (760) 323-8229 User. RESORT PARKING SERVICES, INC. David Dangleis, General Manager 39755 Berkey Dr. Ste. B Palm Desert, CA 92211 (760) 328-4041 7.4 CITY REPRESENTATION. The City Manager or his designee shall be designated the "Liaison Representative of City." USER shall work closely with the Liaison Representative of City to keep the CITY currently advised on the status of the EVENT. 7.5 COMPLIANCE WITH LAWS. USER shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.6 STANDARD OF CARE. CITY relies upon the professional ability of USER as a material inducement to enter into this Agreement. USER agrees to use reasonable care and diligence in preparing, presenting, managing, and coordinating the EVENT under this Agreement. USER agrees that the acceptance of its work by CITY shall not operate as a waiver or release of said obligation of USER. The absence, omission, or failure to include in this Agreement, items which are normally considered to be a part of generally accepted professional procedure or which involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 7.7 DEMANDS FOR ASSURANCE. Each party to this Agreement undertakes the obligations herein with the understanding that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements, arising from or related to this Agreement, with parties to this Agreement or others, i.e., with USER's volunteers, vendors, or contractors. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Services, Inc. / AAP - Evening Under the Stars Page 5 of 9 of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 7.8 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create, and the parties do not intend to create any rights in third parties. 7.9 COVENANT AGAINST DISCRIMINATION. In connection with its performance under this Agreement, USER shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). USER shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, USER certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any USER activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that USER is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 7.9.1 Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act which is prohibited by law. 7.10 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 this Agreement, and shall not affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or sections contained herein. 7.11 GOVERNING LAW, VENUE. 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. The venue for any dispute between the parties hereunder, or any dispute arising from or related to this Agreement shall be the Superior Court of the State of California, County of Riverside, Palm Springs Courthouse. 7.12 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 attorneys' fees, from the losing party. 7.13 COUNTERPARTS AND ELECTRONIC TRANSMISSIONS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original. A manually signed counterpart transmitted electronically or by facsimile shall be deemed a duly signed original. 7.14 SUCCESSORS, HEIRS AND ASSIGNS. Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Services. Inc. / AAP - Hvening Under the Stars Page 6 of 9 assigns, heirs, and personal representatives of each of the parties, 7.15 FORCE MAJEURE. Neither Party shall be responsible for any liability, loss or damage to the other Party due to any failure of performance or delay in performance by reason of any event of force majeure, including but not limited to acts of God, natural disasters, riots, incendiaries, power interruption, interference by civil or military authorities, compliance with governmental laws, rules, regulations or other authority, or any causes beyond either Parties' control. 7.16 RELATIONSHIP OF PARTIES. It is specifically understood and agreed by and between the parties hereto that neither party is acting as the agent of the other in any respect hereunder. Nothing contained in this Agreement shall be deemed, construed or represented by either party or by any third person to create the relationship of principal and agent. Neither party shall have authority, express or implied, to act on behalf of the other party as an agent, nor shall either party have any authority, express or implied, to bind the other party to other obligations. Furthermore, the parties hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the parties joint venturers or partners. 7.17 NON-LIABILITY OF USER AND CITY OFFICERS AND EMPLOYEES. No officer or employee of either party shall be personally liable to the other, or any successor in interest, in the event of any default of breach by a breaching/defaulting party or for any amount which may become due to the other party or its successor, or for any breach of any obligation of the terms of this Agreement. 7.18 AMBIGUITIES. This Agreement is in all respects intended by each party hereto to be deemed and construed to have been jointly prepared by the parties hereto and the parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them. Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. [SIGNATURES TO FOLLOW] VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Services, inc. / AAP - Lvening Under the Stars Page 7 of 9 CITY: CITY OF PALM SPRINGS ATTEST: By City Clerk APPROVED: David H. Ready City Manager Date:Date: By APPROVED AS TO FORM: ff Bellinger, City Attorney I Date:5 APPROVFil BY CITY M<LMAGER USER: Resort Parking Services, Inc. David Dangleis General Manager Date: VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Services, Inc. / AAP - Evening Under the Stars Page 8 of 9 CITY: CITY OF PALM SPRINGS ATTEST: By Anthony Mejia, CMC City Cleik APPROVED: By Tk David H. Ready, PhD City Manager Date: APPROVED AS TO FORM: By m rjfiMkcDM^ JerfBallinger, City Attorney Date: USER: Resort Parkiiig Services, Inc. Date: By David Dangleis General Manager Date:s-Nil VENUE LICpiSE, EVENT AND FACILITY USE AGREEMENT Pariong Res<rt Senrieea. he. / AAP - Evening Under the Stars Page 8 of9 Scanned by CamScanner EXHIBIT "A" (DOWNTOWN PARKING GARAGE FACILITY) USER is restricted to the following sections: 1 North, 2 North, 3 North, 4 North, and 5 North of the Downtown Parking Garage, up to the approved amount of parking spaces stated on the Temporary Valet Permit for this EVENT. All other sections must remain open and available for the public and employees. Shown are the street level facilities. DOWNTOWN SITE PLAN You Are Here © Information Kiosk y Stairs 0 Elevator I North Public Parking Sections 1-8 m South Public Parking Sections 9-14 O Valet Pickup/Drop Off Passenger Pickup/Drop Off (Share Riding, Lift, Uber, Etc. NHtrteum Or South OpfMvAoww Laval Public PMklA^ Bouftki Rd BtfWdo Rd 101 N Museum DrGuests will be dropped off at the point indicated on the map.Due to an event happening at the museum,cars will be taken to the lower level of the parking structure.i /XCORO' RESOPAR-01 CERTIFICATE OF LIABILITY INSURANCE BFARMER DATE {MM/DD/YYYYl 10/26/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must 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 License # 0C36861 Thousand Oaks-Alliant Insurance Services, Inc. 325 East Hlllcrest Dr Ste 250 Thousand Oaks, CA 91360 coNjTACT Maria Howard-Seleman PHONE FAX (A/C, No, Ext): (A/C, No): addHess; mhoward-seleman@alllant.com INSURER(S) AFFORDING COVERAGE NAIC« INSURER A :AIX SDeclaltv Insurance Comoanv 12833 INSURED Resort Parking Services, Inc. Mario Gardner 68364 Commercial Dr, #A Cathedral City, CA 92234 INSURER B: NOVA Casualtv Comoanv 42552 INSURER C : INSURER D : INSURER E : INSURER F : THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POUCY EPF IMMIDD/YYYYl POLICY EXP IMMfDD/YYYYI UMITS A X COMMERCIAL GE NERAL UABILITY )E 1 X 1 OCCUR X PKZ-GL-20000058-01 10/01/2018 10/01/2019 EACH OCCURRENCE 3 1,000,000 1 CLAIMS-MAC DAMAGE TO RENTED PREMISES (Ea occurrence) 3 500,000 MED EXP (Any one person)s 0 PERSONAL & ADV INJURY 3 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE 3 2,000,000 POLICY 1 S'aPf lAi Loc OTHER: PRODUCTS - COMP/OP AGO 3 1,000,000 s A AUTOMOBILE LIABIUTY X PKZ-GL-20000058-01 10/01/2018 10/01/2019 COMBINED SINGLE LIMIT (Ea accident) 3 1,000,000 ANY AUTO HEDULED TOS )N-QWNED TOS ONLY BODILY INJURY (Per person)s OWNED AUTOS ONLY HIRED AUTOS ONLY SL AL BODILY INJURY (Per accident)$ X X NC Al TOOPERTY DAMAGE (Per accident)s s A X UMBRELLA UAB EXCESS LIAB X OCCUR CLAIMS-MADE X PKZ-XS-20000033-01 10/01/2018 10/01/2019 EACH OCCURRENCE 3 5,000,000 AGGREGATE 3 5,000,000 DED X RETENTIONS 0 s B WORKERS COMPENSATIONAND EMPLOYERS' LIABIUTY ^ ^ ANY PROPRIETOR/PARTNER/EXECUTIVE 1 1 OFFICER/MEMBER EXCLUDED?(Mandatory In NH) ' ' If yes. describe under DESCRIPTION OF OPERATIONS below N/A PPA-WK-10000000-02 10/01/2018 10/01/2019 y PER OTH- ^ STATUTE ER E.L. EACH ACCIDENT 3 1,000,000 E.L. DISEASE - EA EMPLOYEE 3 1,000,000 E.L. DISEASE - POLICY LIMIT 3 1,000,000 A A Garagekeepers Legal Liability PKZ-GL-20000058-01 PKZ-GL-20000058-01 10/01/2018 10/01/2018 10/01/2019 10/01/2019 Limit 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarhs Schedule, may bo attached If more space Is reouired) The City of Palm Springs, its officials, emplovees, agents are named as additional insured only where required by written contract (except wc) with respects to liability in the performance of your ongoing operations for the addiyional insured designated at any and all locations within the City. *30 Day notice of cancellation. CERTIFICATE HOLDER CANCELLATION City of Palm Springs 3200 E. Tahquitz Way Palm Springs, CA 92264 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5 otherwise due on such remuneration. % of the California workers' compensation premium SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION CITY OF PALM SPRINGS DESERT FASHION PLAZA PARKING GARAGE PALM SPRINGS, CA © 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual © 1999. INSURED Policy #: PKZ-GL-20000058-01 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PARKING OPERATIONS ENHANCEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. ADDITIONAL INSUREDS The following Paragraphs are added to SECTION II - WHO IS AN INSURED: 1. Broad Named Insured Any corporation organized under the laws of the United States of America (including any state thereof, its territories or possessions), or Canada (including any province thereof), will qualify as a Named Insured if there is no similar insurance available to that organization, provided that one or more Named Insureds shown in the Declarations has, at the inception of the policy period, an ownership interest in such organization of more than 50%. 2. Lessor Of Leased Equipment a. Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. b. The insurance afforded these additional insureds does not apply to any "occurrence" which takes place after the equipment lease expires. 3. Managers Or Lessors Of Premises a. Any person or organization from whom you lease premises when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability arising out of your ownership, maintenance or use of that part of the premises leased to you subject to the additional exclusions in b. below. b. The following additional exclusions apply to the insurance afforded these additional insureds: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 4. Owners, Lessees Or Contractors a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that insured are completed. b. The following additional exclusions apply to the insurance afforded these additional insureds: This insurance does not apply to: AGL04631211 Includes copyrighted material of Insurance Services Office. Inc., Page 1 of 5 with its permission. COMMERCIAL GENERAL LIABILITY (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional, architectural, engineering or surveying services, including; (a) The preparing, approving, or failure to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. (2) "Bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 5. Vendors a. Any person or organization (referred to as vendor) with whom you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to "bodily injury" or "property damage" arising out of "your products" covered within this policy, which are distributed or sold in the regular course of the vendor's business, subject to the additional exclusions in b. below. b. The insurance afforded the vendor does not apply to: (1) "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; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its "employees" or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in sub-paragraphs 4. or 6.; or (b) 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. c. This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 6. Written Contract, Agreement or Permit a. Any person or organization is an insured with whom you are required to add as an additional insured to this policy by a written contract, written agreement, or permit that is: (1) Currently in effect or becoming effective during the term of this policy; and (2) Executed prior to the "bodily injury", "property damage", or "personal and advertising injury". b. The insurance provided to the additional insured by this extension of coverage applies as follows: That person or organization is only an additional insured with respect to liability caused by your negligent acts or omissions at or from: AGL04631211 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 5 with its permission. COMMERCIAL GENERAL LIABILITY (1) Premises you own, rent, lease or occupy, or (2) Your ongoing operations performed for the additional insured at the job indicated within the written contract or written agreement. c. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations on or at the same project. d. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" caused by the rendering of or failure to render any professional services. 7. With respect to the Additional Insureds included in this endorsement, the following Paragraphs are added: a. The Limits of Insurance applicable to an additional insured are those specified in the written contract, written agreement, or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. b. The following Paragraph is added to Condition 4. Other Insurance a. Primary Insurance With respect to the Additional Insureds included above, this insurance will be primary and non- contributory regardless of whether other insurance is available to the additional insured on a primary basis. c. Paragraph 4. Other Insurance, b. Excess Insurance (1) (b) is deleted. d. Paragraph 4. Other Insurance, c. Method Of Sharing is deleted. B. "BODILY INJURY" REDEFINED The following definition in SECTION V - DEFINITIONS is deleted and replaced by: Bodily Injury "Bodily injury" means bodily injury, bodily sickness or bodily disease, sustained by a person, including death resulting from any of these at any time. "Bodily injury" includes mental anguish or mental injury sustained by a person, but only if these result from covered physical harm, physical sickness or physical disease. C. DAMAGE TO RENTED PREMISES Exclusion 2. J. Damage To Property in SECTION I - COVERAGES, COVERAGE A. is amended as follows: The paragraph immediately following (6) is deleted and replaced by: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days or to premises while rented, leased or operated by you with the permission of the owner, for your parking operations. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in SECTION III - LIMITS OF INSURANCE. D. EXPANDED DEFINITIONS OF EMPLOYEE The following replaces the definition of "employee" in SECTION V - DEFINITIONS: Employee "Employee" includes a "leased worker" or a "temporary worker". E. EXPANDED DEFINITION OF PERSONAL AND ADVERTISING INJURY The following is added to the definition of "personal and advertising injury" in SECTION V - DEFINITIONS: Personal And Advertising Injury "Personal and advertising injury" includes the additional offense of abuse of process. AGL04631211 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 5 with its permission. COMMERCIAL GENERAL LIABILITY F. NOTICE AND KNOWLEDGE OF OCCURRENCE. OFFENSE. CLAIM OR SUIT SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS are amended as follows: The notification requirements of Paragraphs 2.a. and 2.b. in SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS apply only when the "occurrence", offense, claim or "suit" are known to: 1. You, if you are an individual; 2. A partner or member, if you are a partnership or joint venture; 3. An officer or director, if you are an entity other than a partnership, joint venture or limited liability company; 4. A member or manager, if you are a limited liability company; or 5. An insurance manager, risk manager, third party administrator or other "employee" you designate prior to loss to give notice to us. Knowledge of an "occurrence", offense, claim, or "suit" by your agent, servant or "employee" does not in and of itself constitute knowledge to you unless an individual described in (1) - (5) above has actual knowledge of the "occurrence", offense, claim or "suit". G. NON-OWNED WATERCRAFT 1. Subparagraph (2) in 2. Exclusions, g. Aircraft, Auto or Watercraft, in SECTION I - COVERAGES, COVERAGE A is deleted and replaced by: A watercraft you do not own that is: a. Less than 52 feet long; and b. Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. 2. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess, or contingent. H. OPERATION OF CUSTOMER'S AUTO 1. Subparagraph (3) in 2. Exclusions, g. Aircraft, Auto or Watercraft, in SECTION I - COVERAGES, COVERAGE A is deleted and replaced by: a. Parking a "customer's auto" on, or on the ways next to, premises you own, rent or operate, provided the "auto" is not owned by or rented or loaned to you or the insured; b. Any "customer's auto" on the way directly to or from those premises you own, rent or operate as a parking company, provided that the "auto" is not owned by, rented or loaned to the named insured. c. Moving a "customer's auto" on the way to or from an "auto" garage or repair facility while being driven by you, or your "employee" at your direction. 2. The following definitions in SECTION V - DEFINITIONS are amended to include: Customer's Autos "Customer's auto" means an "auto", including bicycles, on those premises you own, rent or operate as a parking company; or in the insured's care, custody, or control for the purpose of incidental "auto" repair or service and hand washing/detailing of "autos"; but does not include shuttle operations or an "auto" owned by, rented or loaned to the named insured. I. PREMISES EXTENSION Paragraph 6. In SECTION III - LIMITS OF INSURANCE is deleted and replaced by: Subject to Paragraph 5. above, the Damage To Premises Rented, Leased, Or Operated By You Limit is the most we will pay under COVERAGE A for damages because of "property damage" to any one premises, while rented, leased or operated by you with permission of the owner, for your parking operations, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. J. PROPERTY DAMAGE EXCEPTION Exclusion 2. a. Expected or Intended Injury in SECTION I - COVERAGES, COVERAGE A is deleted and replaced by: "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. AGL04631211 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 5 with its permission. COMMERCIAL GENERAL LIABILITY K. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS OR PRIOR OCCURRENCES The following Paragraph is added to Condition 6. Representations: Failure to disclose all hazards or prior "occurrences" or offenses existing as of the inception date of this Coverage Part shall not prejudice the coverage afforded under this Coverage Part, provided such failure to disclose all hazards or prior "occurrences" or offenses is unintentional. L. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following Paragraph is added to Condition 8. Transfer of Rights of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization when such waiver is required by a written contract or a written agreement that you have agreed to prior to loss. All other terms and conditions of the policy remain unchanged. AGL04631211 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 5 with its permission. EXHIBIT "A" (DOWNTOWN PARKING GARAGE FACILITY) USER is restricted to the following sections: 1 North, 2 North, 3 North, 4 North, and 5 North of the Downtown Parking Garage, up to the approved amount of parking spaces stated on the Temporary Valet Permit for this EVENT. All other sections must remain open and available for the public and employees. Shown are the street level facilities. _E«TMQ3I£VB. PUBLIC PAPMr^QARAGEc: lr« MX BLOCKE Employee Parking Public Garage Parking 4 HR. Max Privately Owned Parking Museum Dr. EXISTING BELOW GRADE GARAGE MLOTEE PEDMrr FAIKM {NO f/jfrc 3AM-SAMI PUBLIC PAJMNQ - SHU MAX , , - . , IINQ PAfKNG aAM-SAK II I I [ill HOTEL A-X) REST. -VALCT PARKING EVB4TC?RfrBI QIISTINC BOXW GRADE _f^LIC PAIKMG ^ 3 HUMAX: ~EMPLOlEE PBMT PARKING(NO PARKING 3AM-SAMI^| UBLIC PARNNC - 3-R MAX (NO PAMN(a 3AM-SAMI (SO PAIKINQ 3AM-SAM) BelardoRoad IjLUJiTmriTiyillUJIilr^ nilBIID ^ IZ EnsTiNc saow csade? u I PUBUC' parm'ng HOTEL AND REST VALET PARGNG 3 MR. MAX-Iā€” ^ (NO p*b«im;_ ^3AM-5AMI^ā€” ^ U U iifti inni i ini i fmBlr^i iniwi ini inrx EXISTING UPPER LEVEL PUBLIC PARKING GARAGE DOWNTOWN PARKING PLAN PUBLIC PARKING n NORTH PARKING ā–” EMPLOYEE PARKING EMPLOYEE UPPER LEVEL PARKING RAMP DOWN EMPLOYEE LOWER LEVEL PARKING PMn Sprmyi Alt Mumud H Mintum O m Knjm w « > « I It North UppeVlowe< L«v«l MMcPOrttnv Z 9 & 9 a CITY OF PALM SPRINGS VENUE LICENSE AND FACILITY USE AGREEMENT (DOWNTOWN PARKING GARAGE) RESORT PARKING SERVICE, INC. EVENING UNDER THE STARS EVENT This VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT (the "Agreement") governed by the laws of the State of California is made and entered into this 2 day of May, 2019, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, hereinafter called ("CITY") and Resort Parking Services, Inc., a California corporation, hereinafter called ("USER"), concerning the use of the City- owned Downtown Parking Garage located on Museum Drive between Museum Way and Belardo Road and, hereinafter called ("FACILITY/SITE"), for valet parking services for the AAP, Evening Under the Stars, hereinafter, the ("EVENT") held at the O'Donnell Golf Club. The CITY and USER do hereby mutually agree as follows: AGREEMENT 1. TERM OF USE. This Agreement shall be in full force and effect for a period of 8 hours, commencing at 3:45 PM and continuing until 11:00 PM, on Saturday, May 4, 2019 for the EVENT. 2. FACILITY USE. 2.1 DOWNTOWN PARKING GARAGE. CITY grants USER the use of a portion of the Downtown Parking Garage, as identified in Exhibit "A" and incorporated herein by reference. 2.2 FEES AND CHARGES FOR FACILITY USE. There is no fee charged to the USER for the use of the Facility for this EVENT. USER has the duty to secure, at USER'S sole cost and expense, all permits and licenses required to utilize the FACILITY/SITE as RESORT PARKING SERVICES, INC for the EVENT. USER shall secure said permits in advance of the EVENT, and in accordance with all State and local laws, ordinances, and standards. 3. SECURITY. The USER is responsible for providing security within the FACILITY during the time period described in Section I of this agreement. The USER shall be responsible for monitoring all areas where its patrons park in the FACILITY/SITE during the period its patrons are parked. 4. INSURANCE. Obtain and present to the city attorney, no later than two (2) weeks before the EVENT, all certificates of insurance, endorsements related thereto, and liability release forms for USER for each and all of USER'S volunteers, and USER'S contractors and vendors participating in EVENT. All commercial general liability insurance shall be primary and non-contributory over any insurance or self-insurance the CITY may have, and shall name "The City of Palm Springs, its officials, employees, and agents" as an additional insured. All policies shall contain an undertaking by insurers to notify any Additional Insured in writing, not less than thirty (30) days before any material change, as to any reduction in coverage, cancellation, or other termination thereof. Workers' Compensation coverage as required by California law and CITY shall contain the insurer's waiver of subrogation in favor of CITY, its officials, employees and agents. USER's insurance coverage shall conform to the following, including the stated minimum limits of liability and coverage. ORIGINAL BID VENUE LICENSE, EVENT AND FACILITY USE AGREEMENTParking Resort Services. Inc. / AAP - Evening Under the Stars AND/OR AGREEMENT a. Commercial general liability insurance coverage shall be on an "occurrence basis," and shall include personal injury, bodily injury, death, broad form property damage, operations hazard, owner's protective coverage, contractual liability and products and completed operations liability, in limits and with coverage not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) general aggregate on a per location basis, all with costs of defense in addition to limits of liability; b. Umbrella liability coverage in limits and with coverage not less than Two Million Dollars ($2,000,000) per occurrence, and Two Million Dollars ($2,000,000) general aggregate 4.1 USER, on its own behalf, and on behalf of any insurer providing insurance with respect to any of USER'S activities arising from or related to the EVENT, waives any claim against CITY with respect to any damage to any and all items of USER'S property, including without limitation property of USER's volunteers, vendors and/or contractors, which is, or customarily is, covered by a standard property insurance policy for special causes of loss coverage, except for any claims resulting primarily from CITYs gross negligence, recklessness or willful misconduct.. 4.2 To the extent permitted by law, USER releases CITY, its officials, employees and agents from, and waives all claims for, damage to person or property sustained by USER or any person(s) attending or participating in the EVENT, or in any vehicle, in any area or place used and/or procured by USER, and used by any person(s) attending the EVENT, including without limitation the "Event Location", resulting from the EVENT, except for any claims resulting primarily from CITYs gross negligence, recklessness or willful misconduct. This release includes any claim for or damage to USER or any person(s) arising from or related to any equipment or appurtenance at the Site becoming out of repair or resulting from any accident, or resulting directly or indirectly from any act or neglect of USER, or any of USER'S volunteers, vendors, or contractors, including their respective agents and employees. This release shall apply equally whether any such claim or damage results from the act or neglect of USER, or any of its volunteers, vendors, contractors, or of any other person, and whether such claim or damage be caused or result from anything or circumstance above mentioned or referred to, or any other thing or circumstance whether of a like nature or of a wholly different nature. The obligations set forth in this Section 2.1.7 shall survive the termination of this Agreement 4.3 To the fullest extent permitted by law, USER hereby agrees to indemnify, protect, defend, with counsel and experts reasonably acceptable to CITY, and hold harmless the CITY, together with each and all of CITY'S officials, employees, and agents (collectively, the "Released Parties"), from and against any and all claims, suits, demands, expenses, liabilities, losses, lawsuits and other proceedings, judgments, causes of action, liens, claims of liens, damages, penalties, litigation, defense or court costs, and expenses, including attorneys* and expert witnesses' fees and costs ("Claims") arising from USER'S presence on or about, or use of the Site, or from any activity or thing done or permitted by USER, and/or any of USER's volunteers, vendors, contractors, guests, agents, or employees, in or about the Site, or related to USER's use thereof, and from and against any and all Claims arising from any breach or default in the performance of any obligation on USER's part to be performed under the terms of this Agreement, or arising from any act or negligence of USER, or any of its guests, agents, contractors or employees, or arising from or relating to the provision, consumption or availability of alcoholic beverages, if applicable, at the Site, except for any such Claims resulting primarily from CITYs gross negligence, recklessness or willful misconduct. USER further agrees to waive all rights of subrogation against the CITY. The provisions of this Section 2.1.7 do not apply to any damage or loss caused solely by the negligence of the CITY, or any of its officials, employees, or agents. In the event USER fails to perform as to its indemnity obligations, whether independently or in cooperation with any of USERS volunteers, vendors, contractors, insurers, or from any others as required herein, USER agrees to be fully VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Serv ices, Inc. / AAP - Evening Under the Stars Page 2 of 9 responsible according to the terms of this Section 2.1.7. The obligations set forth in this Section 2.1.7 shall survive the termination of this Agreement 4.4 CITY hereby agrees to defend, indemnify, release and hold USER, its officers, officials, agents, employees, and volunteers harmless from and against any and all claims, demands, actions, losses, damage, injuries, and liability, direct or indirect, (including any and all costs and expenses in connection therewith), arising out of CITYs performance of any duty under this Agreement, except to the extent arising from or relating to the negligence, recklessness or willful misconduct of USER. 4.5 Neither party shall be responsible for damages or be in default by reason of delay caused by strikes, lockouts, accidents, or acts of God, governmental agencies, or by reason of any other delay beyond the party's control or for which the party is without fault. 5. AGREEMENT, BREACH, TERMINATION, REIMBURSEMENT. 5.1 EFFECTIVE DATE. This Agreement shall be effective immediately upon its full execution. Any covenant, term or provision of this Agreement which in order to be effective must survive the termination of this Agreement shall survive any such termination. 5.2 BREACH OF AGREEMENT. Any material deviation by USER for any reason from the requirements hereof, or from any other provision of this Agreement, shall constitute a breach of this Agreement by USER, and may be cause for termination at the election of CITY. CITY may terminate this Agreement for cause upon any breach, by giving ten (10) days' notice to U SER. In the event of termination by whatever means, except for termination by USER due to City default, CITY shall have the option to direct USER'S actions with respect to access to materials or assigning any rights, such as name, lists, speaker contracts to CITY or its designee. CITY reserves the right to waive any and all breaches of this Agreement, and any such waiver shall not be deemed a waiver of all previous or subsequent breaches. In the event CITY chooses to waive a particular breach of this Agreement, it may condition the same on payment by USER of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. No waiver shall be binding, unless executed in writing by the party making the waiver. USER may waive any and all breaches of this Agreement by CITY. No waiver by USER of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar or not, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to compel the enforcement of the remaining provisions of this Agreement. 5.3 AGREEMENT TERMINATION. In the event USER is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, CITY may terminate this Agreement, in whole or in part, in the same manner as for breach hereof and be entitled to the same rights on termination. 5.4 CITY BREACH. USER may terminate this Agreement for cause upon ten (10) days written notice to CITY. USER's right to termination for cause shall only arise from a CITYs breach of any obligations, representations and/or warranties in Sections 2.2 and/or 4.4. 5.5 DEFAULT AND BREACH. Failure or delay by any party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement. The party claiming that a default has occurred shall give written notice of said default to the other party specifying the VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Services, Inc. / AAP - Hvening Under the Stars Page 3 of 9 alleged default. If the party who is claimed to be in default commences to cure, correct, or remedy the alleged default within fifteen (15) calendar days after receipt of said written notice, such party shall not be deemed to be in default hereunder. In the event that a default of any party to this Agreement may remain uncured for more than fifteen (15) calendar days following said written notice, a "breach" shall be deemed to have occurred. In the event of a breach, the injured party shall be entitled to seek any appropriate remedy or damages by terminating the Agreement in accordance with Section 3 and initiating legal proceedings as may be appropriate. 6 LICENSE, LOGISTICS. 6.1 FACILITY/SITE. CITY hereby grants to USER, commencing at 3:45 PM and continuing through 11:00 PM on May 4,2019, the exclusive right, privilege, permission and license to enter onto, across, over, in and about and use the FACILITY for the purpose of the EVENT which may include but not be limited to filming and photographing the EVENT and the FACILITY, subject only to the right of the CITY or any CITY authorized designee to enter onto the FACILITY/SITE for any regulatory or public health and safety purpose arising from or related to this Agreement. USER'S staging for VALET PARKING SERVICES at the FACILITY/SITE will commence at 3:45 PM and continuing through 11:00 PM. Upon the EVENT'S conclusion, USER'S removal of all temporary improvements to the FACILITY/SITE be complete by 11:00 PM on May 4, 2019. USER shall leave the Site in at least as good condition as it finds the FACILITY/SITE upon initial entry at 3:45 PM on May 4, 2019. 6.2 HOURS AND USE. During the EVENT, the USER is restricted to the amount of parking spaces Approved in the Temporary Valet Parking Permit. The USER must allow access to employees and the public to the FACILITY/SITE. user's use of the Site is further described as follows: USER shall provide the necessary equipment and infrastructure, including but not limited to, tents, furniture, food and drink, temporary fencing, bathrooms, generators, waste disposal, staff and volunteers, and Wi-Fi access. USER has the duty to secure, at USER's sole cost and expense, all permits and licenses required to utilize the Site as RESORT PARKING SERVICES, INC. for the EVENT. USER shall secure said permits in advance of the EVENT, and in accordance with all State and local laws, ordinances, and standards. Upon conclusion of the EVENT, USER shall remove all tents, infrastructure, and equipment and return surface of the lot to its original condition or better, except for normal wear and tear. 6.3 SIGNAGE. USER shall secure CITY's approval in advance of the EVENT as to any and all temporary signage that USER utilizes in relation thereto, as may be required by any local ordinances; this requirement shall pertain to directional, parking-related, and any other EVENT-related signage. 7. GENERAL 7.1 COMPLETE AGREEMENT. This Agreement reflects all the understandings, terms, and conditions agreed upon by the parties. No other understandings, terms or conditions, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Services, Inc. / AAI' - hvening Under the Stars Page 4 of 9 1.2 AMENDMENTS. Any alterations, variations, modifications or waivers of any provision of this Agreement shall be valid only when reduced to writing duly executed and attached to the original of this Agreement. 7.3 NOTICE. For purposes of this Agreement, the addresses of the parties for all notices are as follows: City. CITY OF PALM SPRINGS David H. Ready, City Manager 3200 E. Tahquitz Canyon Way P. O. Box 2743 Palm Springs, CA 92263-2743 (760) 323-8229 User. RESORT PARKING SERVICES, INC. David Dangleis, General Manager 39755 Berkey Dr. Ste. B Palm Desert, CA 92211 (760) 328-4041 7.4 CITY REPRESENTATION. The City Manager or his designee shall be designated the "Liaison Representative of City." USER shall work closely with the Liaison Representative of City to keep the CITY currently advised on the status of the EVENT. 7.5 COMPLIANCE WITH LAWS. USER shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.6 STANDARD OF CARE, CITY relies upon the professional ability of USER as a material inducement to enter into this Agreement. USER agrees to use reasonable care and diligence in preparing, presenting, managing, and coordinating the EVENT under this Agreement. USER agrees that the acceptance of its work by CITY shall not operate as a waiver or release of said obligation of USER. The absence, omission, or failure to include in this Agreement, items which are normally considered to be a part of generally accepted professional procedure or which involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 7.7 DEMANDS FOR ASSURANCE. Each party to this Agreement undertakes the obligations herein with the understanding that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements, arising from or related to this Agreement, with parties to this Agreement or others, i.e., with USER's volunteers, vendors, or contractors. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Services. Inc. / AAP - Hvening Under the Stars Page 5 of 9 of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 7.8 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create, and the parties do not intend to create any rights in third parties. 7.9 COVENANT AGAINST DISCRIMINATION. In connection with its performance under this Agreement, USER shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). USER shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, USER certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any USER activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that USER is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 7.9.1 Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act which is prohibited by law. 7.10 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 this Agreement, and shall not affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or sections contained herein. 7.11 GOVERNING LAW, VENUE. 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. The venue for any dispute between the parties hereunder, or any dispute arising from or related to this Agreement shall be the Superior Court of the State of California, County of Riverside, Palm Springs Courthouse. 7.12 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 attorneys' fees, from the losing party. 7.13 COUNTERPARTS AND ELECTRONIC TRANSMISSIONS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original. A manually signed counterpart transmitted electronically or by facsimile shall be deemed a duly signed original. 7.14 SUCCESSORS, HEIRS AND ASSIGNS. Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Services. Inc. / AAP - Evening Under the Stars Page 6 of 9 assigns, heirs, and personal representatives of each of the parties. 7.15 FORCE MAJEURE. Neither Party shall be responsible for any liability, loss or damage to the other Party due to any failure of performance or delay in performance by reason of any event of force majeure, including but not limited to acts of God, natural disasters, riots, incendiaries, power interruption, interference by civil or military authorities, compliance with governmental laws, rules, regulations or other authority, or any causes beyond either Parties' control. 7.16 RELATIONSHIP OF PARTIES. It is specifically understood and agreed by and between the parties hereto that neither party is acting as the agent of the other in any respect hereunder. Nothing contained in this Agreement shall be deemed, construed or represented by either party or by any third person to create the relationship of principal and agent. Neither party shall have authority, express or implied, to act on behalf of the other party as an agent, nor shall either party have any authority, express or implied, to bind the other party to other obligations. Furthermore, the parties hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the parties joint venturers or partners. 7.17 NON-LIABILITY OF USER AND CITY OFFICERS AND EMPLOYEES. No officer or employee of either party shall be personally liable to the other, or any successor in interest, in the event of any default of breach by a breaching/defaulting party or for any amount which may become due to the other party or its successor, or for any breach of any obligation of the terms of this Agreement. 7.18 AMBIGUITIES. This Agreement is in all respects intended by each party hereto to be deemed and construed to have been jointly prepared by the parties hereto and the parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them. Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. [SIGNATURES TO FOLLOW] VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Services, Inc. / AAP - Evening Under the Stars Page 7 of 9 CITY: CITY OF PALM SPRINGS By ATTEST: mthony City Clerk APPROVED: David H. Read) City Manager Date:Date APPROVED AS TO FORM: By Jeff Ballinger, City Attorney Date:5 APPROVED PY CiTY USER: Resort Parking Services, Inc. David Dangleis General Manager Date: VENUE LICENSE, EVENT AND FACILITY USE AGREEMENT Parking Resort Ser\'ices. Inc. / AAP - livening Under the Stars Page 8 of 9 CITY: CITY OF PALM SPRINGS ATTEST: By \\\ CCUAfflfiiA- By Anmony Meiia, CMClony Mejia, City Clerk APPROVED: David H. Ready, PhD City Manager Date: APPROVED AS TO FORM: Date: By \W fth)Jujrqeijr^r JerfBallinger, City Attorney Date: USER: Resort Parkmg Services, Inc. By David Dangieis General Manager Date:s- VENUE LICENSE, EVENT AND FACHJTY USE AGREEMENT Paiidng Resort Scrvkea, Idc. / AAP - Evening Under Ibc Slaw Page 8 of9 Scanned by CamScanner EXHIBIT "A" (DOWNTOWN PARKING GARAGE FACILITY) USER is restricted to the following sections: 1 North, 2 North, 3 North, 4 North, and 5 North of the Downtown Parking Garage, up to the approved amount of parking spaces stated on the Temporary Valet Permit for this EVENT. All other sections must remain open and available for the public and employees. Shown are the street level facilities. DOWNTOWN SITE PLAN You Are Here O Information Kiosk ^ Stairs B Elevator H North Public Parking Sections 1-8 IB South Public Parking Sections 9-H Q Valet Pickup/Drop Off 1^ Passenger Pickup/Drop Off (Share Riding, Lift, Uber, Etc.) N Kirtctini u D o o O Q lo I o Uppec/li3w«r Levet fuut a B*lAf<)0 Rd. t* " es'.'i B A Legend301 N Belardo RdGuests will be dropped off at the point indicated on the map.301 N Belardo RdDrop OffVa et Path /XCORD' RESOPAR-01 CERTIFICATE OF LIABILITY INSURANCE BFARMER DATE (MM/DD/YYYY) 10/26/2018 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 License # 0C36861 Thousand Oaks-Ailiant insurance Services, Inc. 325 East Hillcrest Dr Ste 250 Thousand Oaks, CA 91360 CONTACT Maria Howard-Seleman PHONE FAX (A/C, No, Ext): (A/C, No): ADDRESS: PI howard-selernan@alliant. corn INSURER(S) AFFORDING COVERAGE NAIC# INSURER A AIX SDecialtv Insurance Comoanv 12833 INSURED Resort Parking Services, inc. Mario Gardner 68364 Commercial Dr, #A Cathedral City, CA 92234 INSURER B NOVA Casualty Company 42552 INSURER C INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL IN5P SUBR wyp POUCY NUMBER POUCY EFF (MV/DD/YYYYl POUCY EXP IMM/DD/YYYYI UMITS A X COMMERCIAL GE NERAL UABILITY )E 1 X I OCCUR X PKZ-GL-20000058-01 10/01/2018 10/01/2019 EACH OCCURRENCE 3 1,000,000 CLAIMS-MAC DAMAGE TO RENTED PREMISES (Ea occurrence! 3 500,000 MED EXP (Any one person)s 0 PERSONAL & ADV INJURY 3 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE 3 2,000,000 POLICY 1 1 JgPf [)^ LOC OTHER: PRODUCTS - COMP/OP AGG 3 1,000,000 s A AUTOMOBILE UABIUTY X PKZ-GL-20000058-01 10/01/2018 10/01/2019 COMBINED SINGLE LIMIT (Ea accident) 3 1,000,000 ANY AUTO HEDULED TOS )N-QVWED TOS ONLY BODILY INJURY (Per person)s OWNED AUTOS ONLY HIRED AUTOS ONLY SL AL BODILY INJURY (Per accident)S X X NC Al PROPERTY DAMAGE (Per accident)s s A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS-MADE X PKZ-XS-20000033-01 10/01/2018 10/01/2019 EACH (XCURRENCE 3 5,000,000 AGGREGATE 3 5,000,000 DED X RETENTION S 0 s B WORKERS COMPENSATIONAND EMPLOYERS' UABILITY y ^ ^ ANY PROPRIETOR/PARTNER/EXECUTIVE | 1 OFFICER/MEMBER EXCLUDED?(Mandatory in NH) ' ' If yes. descnbe under DESCRIPTION OF OPERATIONS below N/A PPA-WK-10000000-02 10/01/2018 10/01/2019 y PER OTH- ^ STATUTE ER E.L EACH ACCIDENT 3 1,000,000 E.L DISEASE - EA EMPLOYEE 3 1,000,000 E.L DISEASE - POLICY LIMIT 3 1,000,000 A A Garagekeepers Legal Liability PKZ-GL-20000058-01 PKZ-GL-20000058-01 10/01/2018 10/01/2018 10/01/2019 10/01/2019 Limit 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The City of Palm Springs, its officials, employees, agents are named as additional insured only where required by written contract (except wc) with respects to liability in the performance of your ongoing operations for the addiyional insured n§5igna1ed at any and all locations within the City. *30 Day notice of cancellation. CERTIFICATE HOLDER CANCELLATION City of Palm Springs 3200 E. Tahquitz Way Palm Springs, CA 92264 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5 otherwise due on such remuneration. % of the California workers' compensation premium SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION CITY OF PALM SPRINGS DESERT FASHION PLAZA PARKING GARAGE PALM SPRINGS, CA © 1998 by the Workers' Compensation insurance Rating Bureau of California. Ail rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual © 1999. INSURED Policy #: PKZ-GL-20000058-01 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PARKING OPERATIONS ENHANCEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. ADDITIONAL INSUREDS The following Paragraphs are added to SECTION II - WHO IS AN INSURED: 1. Broad Named Insured Any corporation organized under the laws of the United States of America (including any state thereof, its territories or possessions), or Canada (including any province thereof), will qualify as a Named Insured if there is no similar insurance available to that organization, provided that one or more Named Insureds shown in the Declarations has, at the inception of the policy period, an ownership interest in such organization of more than 50%. 2. Lessor Of Leased Equipment a. Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. b. The insurance afforded these additional insureds does not apply to any "occurrence" which takes place after the equipment lease expires. 3. Managers Or Lessors Of Premises a. Any person or organization from whom you lease premises when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability arising out of your ownership, maintenance or use of that part of the premises leased to you subject to the additional exclusions in b. below. b. The following additional exclusions apply to the insurance afforded these additional insureds: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 4. Owners, Lessees Or Contractors a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that insured are completed. b. The following additional exclusions apply to the insurance afforded these additional insureds: This insurance does not apply to: AGL04631211 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 5 with its permission. COMMERCIAL GENERAL LIABILITY (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional, architectural, engineering or surveying services, including; (a) The preparing, approving, or failure to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. (2) "Bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 5. Vendors a. Any person or organization (referred to as vendor) with whom you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to "bodily injury" or "property damage" arising out of "your products" covered within this policy, which are distributed or sold in the regular course of the vendor's business, subject to the additional exclusions in b. below. b. The insurance afforded the vendor does not apply to: (1) "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; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its "employees" or anyone else acting on its behalf. However, this exclusion does not apply to; (a) The exceptions contained in sub-paragraphs 4. or 6.; or (b) 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. c. This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 6. Written Contract, Agreement or Permit a. Any person or organization is an insured with whom you are required to add as an additional insured to this policy by a written contract, written agreement, or permit that is: (1) Currently in effect or becoming effective during the term of this policy; and (2) Executed prior to the "bodily injury", "property damage", or "personal and advertising injury". b. The insurance provided to the additional insured by this extension of coverage applies as follows: That person or organization is only an additional insured with respect to liability caused by your negligent acts or omissions at or from: AGL04631211 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 5 with its permission. COMMERCIAL GENERAL LIABILITY (1) Premises you own, rent, lease or occupy, or (2) Your ongoing operations performed for the additional insured at the job indicated within the written contract or written agreement. c. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations on or at the same project. d. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" caused by the rendering of or failure to render any professional services. 7. With respect to the Additional Insureds included in this endorsement, the following Paragraphs are added: a. The Limits of Insurance applicable to an additional insured are those specified in the written contract, written agreement, or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. b. The following Paragraph is added to Condition 4. Other Insurance a. Primary insurance With respect to the Additional Insureds included above, this insurance will be primary and non- contributory regardless of whether other insurance is available to the additional insured on a primary basis. c. Paragraph 4. Other Insurance, b. Excess Insurance (1) (b) is deleted. d. Paragraph 4. Other Insurance, c. Method Of Sharing is deleted. B. "BODILY INJURY" REDEFINED The following definition in SECTION V - DEFINITIONS is deleted and replaced by: Bodily Injury "Bodily injury" means bodily injury, bodily sickness or bodily disease, sustained by a person, including death resulting from any of these at any time. "Bodily injury" includes mental anguish or mental injury sustained by a person, but only if these result from covered physical harm, physical sickness or physical disease. C. DAMAGE TO RENTED PREMISES Exclusion 2. j. Damage To Property in SECTION I - COVERAGES, COVERAGE A. is amended as follows: The paragraph immediately following (6) is deleted and replaced by: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days or to premises while rented, leased or operated by you with the permission of the owner, for your parking operations. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in SECTION III - LIMITS OF INSURANCE. D. EXPANDED DEFINITIONS OF EMPLOYEE The following replaces the definition of "employee" in SECTION V - DEFINITIONS: Employee "Employee" includes a "leased worker" or a "temporary worker". E. EXPANDED DEFINITION OF PERSONAL AND ADVERTISING INJURY The following is added to the definition of "personal and advertising injury" in SECTION V - DEFINITIONS: Personal And Advertising Injury "Personal and advertising injury" includes the additional offense of abuse of process. AGL04631211 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 5 with its permission. COMMERCIAL GENERAL LIABILITY F. NOTICE AND KNOWLEDGE OF OCCURRENCE. OFFENSE. CLAIM OR SUIT SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS are amended as follows: The notification requirements of Paragraphs 2.a. and 2.b. in SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS apply only when the "occurrence", offense, claim or "suit" are known to: 1. You, if you are an individual; 2. A partner or member, if you are a partnership or joint venture; 3. An officer or director, if you are an entity other than a partnership, joint venture or limited liability company; 4. A member or manager, if you are a limited liability company; or 5. An insurance manager, risk manager, third party administrator or other "employee" you designate prior to loss to give notice to us. Knowledge of an "occurrence", offense, claim, or "suit" by your agent, servant or "employee" does not in and of itself constitute knowledge to you unless an individual described in (1) - (5) above has actual knowledge of the "occurrence", offense, claim or "suit". G. NON-OWNED WATERCRAFT 1. Subparagraph (2) in 2. Exclusions, g. Aircraft, Auto or Watercraft, in SECTION I - COVERAGES, COVERAGE A is deleted and replaced by: A watercraft you do not own that is: a. Less than 52 feet long; and b. Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. 2. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess, or contingent. H. OPERATION OF CUSTOMER'S AUTO 1. Subparagraph (3) in 2. Exclusions, g. Aircraft, Auto or Watercraft, in SECTION I - COVERAGES, COVERAGE A is deleted and replaced by: a. Parking a "customer's auto" on, or on the ways next to, premises you own, rent or operate, provided the "auto" is not owned by or rented or loaned to you or the insured; b. Any "customer's auto" on the way directly to or from those premises you own, rent or operate as a parking company, provided that the "auto" is not owned by, rented or loaned to the named insured. c. Moving a "customer's auto" on the way to or from an "auto" garage or repair facility while being driven by you, or your "employee" at your direction. 2. The following definitions in SECTION V - DEFINITIONS are amended to include: Customer's Autos "Customer's auto" means an "auto", including bicycles, on those premises you own, rent or operate as a parking company; or in the insured's care, custody, or control for the purpose of incidental "auto" repair or service and hand washing/detailing of "autos"; but does not include shuttle operations or an "auto" owned by, rented or loaned to the named insured. I. PREMISES EXTENSION Paragraph 6. In SECTION III - LIMITS OF INSURANCE is deleted and replaced by: Subject to Paragraph 5. above, the Damage To Premises Rented, Leased, Or Operated By You Limit is the most we will pay under COVERAGE A for damages because of "property damage" to any one premises, while rented, leased or operated by you with permission of the owner, for your parking operations, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. J. PROPERTY DAMAGE EXCEPTION Exclusion 2. a. Expected or Intended Injury in SECTION I - COVERAGES, COVERAGE A is deleted and replaced by: "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. AGL04631211 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 5 with its permission. COMMERCIAL GENERAL LIABILITY K. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS OR PRIOR OCCURRENCES The following Paragraph is added to Condition 6. Representations; Failure to disclose ail hazards or prior "occurrences" or offenses existing as of the inception date of this Coverage Part shall not prejudice the coverage afforded under this Coverage Part, provided such failure to disclose all hazards or prior "occurrences" or offenses is unintentional. L. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following Paragraph is added to Condition 8. Transfer of Rights of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization when such waiver is required by a written contract or a written agreement that you have agreed to prior to loss. All other terms and conditions of the policy remain unchanged. AGL04631211 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 5 with its permission.