Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
15-025.00 YMCA of the Inland Northwest
AGREEMENT FOR OPERATION AND MAINTENANCE OF POOL FACILITIES YMCA of the Inland Northwest THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and YMCA of the Inland Northwest hereinafter "Contractor," jointly referred to as"parties." IN CONSIDERATION of the terms and conditions contained herein the parties agree as follows: 1. Work to Be Performed. The Contractor will provide all labor, services, materials and supplies to perform all duties specified in the Scope of Services in this matter. The Scope of Services are attached and hereby incorporated herein to this agreement as Exhibit A. The Parks and Recreation Director or designee shall be the primary contact representing the City. Contractor is expected to self-monitor and self-report issues of non-compliance under this agreement. Contractor is further expected to promptly cure any failure in performance under this agreement. The YMCA Vice President of Operations or designee shall be the primary contact representing the YMCA. The City has relied upon the qualifications of the Contractor in entering into this agreement. By execution of this agreement, Contractor represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all current laws,rules and regulations which reasonably relate to the work outlined in Exhibits A and B. The City may modify this agreement and order changes in the event the scope of work changes as a result of an increase or decrease in the number of City-owned pools. The Contractor will accept modifications when ordered in writing by the Parks and Recreation Director or designee. Compensation for such modifications or changes shall be as mutually agreed between the parties. Contractor shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by the City without additional compensation. 2. Term of Contract. This agreement shall be in full force and effect beginning January 1, 2015, and shall remain in effect until December 31, 2017, with up to two additional three-year renewal options, which may be exercised by the Parks and Recreation Director until completion of all contractual requirements. Renewals, if any, shall coincide with the calendar year. Either party may terminate the contract with a minimum of 30 days' notice directly preceding the end of the contract term or any renewal option year. The City may terminate this agreement by ten days' written notice to the other party. In the event of such termination,the City shall pay the Contractor for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. The City agrees to pay the Contractor actual expenses as detailed and itemized on monthly statements. In 2014 expenses were approximately$340,000.00 as full compensation for everything done or provided under this agreement. The agreement management fee shall be $34,000 per year. The invoice from Contractor to the City shall represent the actual expense incurred by the Contractor. The intent of the contract is that the City shall pay all actual costs incurred by the Contractor for the services identified in Exhibit A,plus the$34,000 per year management fee. Agreement for Operation of Aquatics Facilities Page 1 of 6 The City and Contractor acknowledge that if a future tax revenue-reducing initiative is approved by Washington state voters, the City's operating revenue may be reduced. The City and Contractor agree that in such a case it would be necessary for the parties to have the necessary flexibility to reduce the contract amount in response to budget constraints resulting from the passage of revenue-reducing initiatives. If such an initiative is enacted, the City and Contractor agree to negotiate Agreement modifications in good faith to achieve a mutually agreeable resolution. 4. Payment. The Consultant shall invoice the City on a monthly basis for actual costs. In addition,the City shall pay Contractor one-sixth of the"IAT administration"cost in each of the months of April through September. The City shall make payment within 30 days of receipt of monthly invoices. The City reserves the right to audit records and receipts to verify actual charges and compliance with contract terms. There shall be a final billing no later than October 31, 2015,representing the final request for payment of any remaining costs incurred by Contractor during the operating season. It is further understood that some costs may be incurred by mutual agreement during the "off' season (after Labor Day). Upon final request for payment, the City reserves the right to audit all invoices for the complete contract period. The City reserves the right to withhold payment under this agreement for that portion of the work or materials which are determined in the reasonable judgment of the Parks and Recreation Director or designee to be noncompliant with the Scope of Services, City standards, City ordinances, or federal or state standards. In such an event, the undisputed amount owed by the City shall be timely paid. Any dispute over withheld payment shall be resolved in a timely manner. 5. Notice. Notice shall be given in writing as follows: TO THE CITY: TO THE CONTRACTOR: Name: Christine Bainbridge, City Clerk Name: YMCA of the Inland Northwest Phone Number: (509)921-1000 Phone Number: (509) 777-9622 Address: 11707 East Sprague Ave., Suite 106 Address: 1126 N. Monroe Spokane Valley,WA 99206 Spokane,WA 99201 6. Applicable Laws and Standards. The parties, in the performance of this agreement, agree to comply with all applicable Federal, State and local laws, and City ordinances and regulations. 7. Relationship of the Parties. It is hereby understood, agreed and declared that the Contractor shall be an independent Contractor and not the agent or employee of the City, that the City is interested in only the results to be achieved, and that the right to control the particular manner, method and means of the work is solely within the discretion of the Contractor. Any and all employees who provide services to the City under this agreement shall be deemed employees of the Contractor. The Contractor shall be solely responsible for the conduct and actions of all its employees under this agreement and any liability that may attach thereto. 8. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by the Contractor under this agreement are and shall be the property of the City, and may be subject to disclosure pursuant to RCW 42.56 or other applicable public record laws. 9. Records. The City or State Auditor or any of their representatives shall have full access Agreement for Operation of Aquatics Facilities Page 2 of 6 1 9. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of the Contractor's records with respect to all matters covered in this contract. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this contract for a period of three years from the date final payment is made hereunder. 10. Contractor to Be Licensed and Bonded. The Contractor shall be duly licensed by the State of Washington at all times this agreement is in effect. 11. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives,employees or subcontractors. No Limitation. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) from CA 00 01 or a substitute form providing equivalent liability coverage. If necessary,the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. There shall be no endorsement or modification of the Commercial General Liability insurance for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. Agreement for Operation of Aquatics Facilities Page 3 of 6 2. Commercial General Liability insurance shall be written with limits no less than$2,000,000 each occurrence, $4,000,000 general aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. Cancellation of Consultant's insurance shall be governed by either: a. the policy shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty days prior written notice by certified mail,return receipt requested,has been given to the City,or b. the Consultant shall provide at least 30 days prior written notice by certified mail,return receipt requested of a cancellation. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this contract, the Contractor shall furnish acceptable insurance certificates to the City at the time the Contractor returns the signed contract. The certificate shall specify all of the parties who are additional insureds, and will include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to the City. The Contractor shall be financially responsible for all pertinent deductibles, self- insured retentions, and/or self-insurance. 12. Indemnification and Hold Harmless. The Contractor shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this agreement, except for injuries and damages caused by the negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of the agreement. Agreement for Operation of Aquatics Facilities Page 4 of 6 13. Waiver. No officer, employee, agent, or other individual acting on behalf of either party, has the power, right, or authority to waive any of the conditions or provisions of this agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this agreement, or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either party to enforce, at any time, any of the provisions of this agreement, or to require, at any time, performance by the other party of any provision hereof, shall in no way be construed to be a waiver of such provisions, nor shall it affect the validity of this agreement,or any part thereof. 14. Criminal Background Checks. Contractor agrees that it shall not ask or direct any person to go to any City pool property in the performance of this agreement, whether the person is an employee or volunteer, unless that person has passed a criminal background check by an agreed upon entity that performs criminal background checks as part of its regular services. 15. Assignment and Delegation. Neither party shall assign, transfer, or delegate any or all of the responsibilities of this agreement, or the benefits received hereunder, without first obtaining the written consent of the other party. 16. Jurisdiction and Venue. This agreement is entered into in Spokane County, Washington. Venue shall be in Spokane County, State of Washington. 17. Arbitration. All disputes arising under this agreement shall be resolved through arbitration pursuant to State law. Rules for arbitration shall be those prescribed by the American Association of Arbitration. 18. Entire Agreement. This written agreement constitutes the entire and complete agreement between the parties, and supersedes any prior oral or written agreements. This agreement may not be changed,modified,or altered,except in writing and signed by the parties hereto. 19. Anti-kickback. No officer or employee of the City, having the power or duty to perform an official act or action related to this agreement, shall have, or acquire, any interest in this agreement, or have solicited, accepted, or granted, a present or future gift, favor, service, or other thing of value from any person with an interest in this agreement. 20. Business Registration. Prior to commencement of work, Contractor shall register with the City as a business. 21. Severability. If any section, sentence, clause or phrase of this agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this agreement. 22. Exhibits. Exhibits attached and incorporated into this agreement are: Exhibit A Scope of Services Exhibit B Insurance Certificates Agreement for Operation of Aquatics Facilities Page 5 of 6 IN WITNESS WHEREOF,thep arties have executed this agreement this (/ day of February,2015. CITY OF S'0 .:NE VALLEY: C TRACTOR: n /4 42frAC City v anager Vic esident of Operations Tax .No.: 9 fr a8 7%8 ATTES . APPROVED A TO FORM: LAIL: (7 City Clerk Office the City rney I Agreement for Operation of Aquatics Facilities Page 6 of 6 EXHIBIT A SOF pokane Parks and Recreation Department Valley® 2426 N. Discovery Place •Spokane Valley, WA 99216 509.688.0300 • Fax: 509.688.0188 • parksandrec@spokanevalley.org December 30, 2014 Operation and Maintenance of Pool Facilities— Scope of Services For City of Spokane Valley Parks and Recreation Department • Objective: Oversee all facets of operation and maintenance of the City pools. The contractor shall provide a "turn-key" operation of the pool facilities including all aspects of pool operation, water quality, programs, and routine maintenance. Pools shall be operated as City of Spokane Valley facilities. All revenues shall be deposited with the City. The contractor may make recommendations for programming and operation but the City shall have final authority on approval of all programming and operational policies, such as hours of operation, cost of admission, and cost of programs. • Contract Expectations: The contractor shall provide safe pool facilities and quality programming. Provide a level of operation and maintenance that meets or exceeds existing conditions and complies with all relevant state and local regulations and accepted "best practices." The contractor shall be required to monitor all aspects of operations. The City reserves the right to inspect operations or solicit a third party qualified to perform such inspections. Inspections may include all facets of the operation including lifeguard technique and training, lesson programming, and maintenance procedures. • Contractor to Provide Materials and Supplies: Unless specifically stated otherwise and agreed in writing, the contractor shall provide all materials and supplies required to execute contract obligations. This includes all pool chemicals, paper products, light bulbs and tubes for interior and exterior lighting, trash bags, deodorizers, plumbing and electrical supplies for routine repairs, office supplies, and all related items for all aspects of the operation. This includes all preventative maintenance, repairs, emergency repairs, vandalism, storm damage and other acts of nature, or other planned or unplanned operations requiring materials, supplies, or other expenditures. 1 • Owner Responsibilities: Owner shall be responsible for facility renovations, replacement of worn out or obsolete permanently attached equipment, major repairs such as roofing of facilities, patching or painting of pool shell, and replacement or major repair of fixtures. • Customer Service: A high degree of customer service is required in this contract. Customers include the City of Spokane Valley Parks and Recreation Department, the citizens and officials of the City of Spokane Valley, and all visitors to the pool facilities. Daily communication between the contractor and the Parks and Recreation Department is required in order to properly serve the community, including communicating to the Director all problems, customer service issues, questions, etc. • Lost and Found: All lost and found items shall to be noted and locked in an agreed upon location. A record of lost and found items shall be submitted to the Director at least once per week. No lost and found items shall be removed from public property. The contractor shall be responsible for receiving calls and returning items to the public. Items not claimed shall be auctioned or otherwise disposed by the City at the City's discretion. • Base Level of Service: Pools shall operate from approximately June 19 through August 14 of each year, and may vary slightly from year to year depending on school schedules. Terrace View shall remain open through Labor Day of each year except as otherwise agreed by the City. The pools shall be open for public swim, swim lessons, swim team, and other programs requested by the City. Fees for all swim activities shall be set by the City. Schedules for each of these programs shall be determined by the City and facilitated by the contractor. A novice swim team program shall be provided and open to youth age 6 through 18. There shall be three practice sessions each week (typically 7:00 am - 8:00 am) plus Wednesday evening swim meets. The City also reserves the right to rent the pool facilities before or after normal use. The contractor shall be given reasonable advance notification to provide adequate staff to support such reservations. Contractor shall follow the cash handling process as provided by the City Finance Department. The City reserves the right to audit deposit receipts daily. 2 The City of Spokane Valley aquatic programming is not static. As service levels increase or decrease, it is expected that service levels and program schedules provided by contractor will change as needed. • Exclusions: Include major renovation or expansion of facilities and new facilities construction. • Pool Facilities to be Maintained: Park Road Pool, 906 N. Park Road Terrace View Park, 13525 E. 24th Avenue Valley Mission Park, 11123 E. Mission Avenue Includes: facility preparation, season opening and closing, staffing, lifeguarding, swim lessons, swim team and other programming; all water testing and chemical treatment, maintenance, and janitorial duties; and cash handling, reconciliation of daily receipts, bank deposits and reporting to the City of Spokane Valley. • Contractor Capability: Contractor shall provide the following when requested by the City: a listing of key positions and key personnel; hiring processes and employment practices including background checks on employees, employee supervision, and overview of employee standards, including dress standards; certifications held by employees; and employee training programs and staffing plans. • Insurance Requirements: o Worker's Compensation Insurance coverage in compliance with Washington state law o General Liability Insurance coverage in the amount of$2 million per occurrence and $4 million in aggregate o Performance Bond amount shall be for full amount of contract • Work Plan: Contractor shall have a comprehensive work plan that addresses the following: o Annual pool preparation and opening o Ongoing pool operations and maintenance standards, policies, etc. o Examples of policies and procedures o Overview of lifeguard program o Overview of swim lesson program o Overview of swim team program o Identifies any additional aquatics programs o Quality control processes for monitoring safety, recording and reporting processes o Communication/feedback processes with City including frequency and method of day-to-day communication with City. Communication may be through a variety of methods but shall include some level of routine face- to-face communication 3 o Methods for addressing citizen complaints o Customer service qualifications o Responding to unforeseen events/emergencies including, but not limited to, weather related damage and maintenance problems o Dealing with essential work not included in the Scope of Services, both temporary and ongoing o Record keeping • Representative Maintenance & Operations Standards: o Lifeguarding, Water Safety Instruction (Lessons), Swim Team, Pool Backwashing, Filter Maintenance, and Chemical Levels, Water Quality: Shall meet or exceed standards as set forth by the State of Washington, Spokane County, City of Spokane Valley, and certifying agencies such as the American Red Cross, National Recreation and Park Association Aquatic.Facility Operator or Certified Pool Operator standards, etc. Contractor shall utilize "best practices" and professional level of operation in all aspects of pool operations. o Restroom.Cleaning: All restrooms shall be cleaned completely at least once per day, seven days per week. Restrooms shall be inspected, and spot cleaned as needed, whenever contractor personnel are in the vicinity for related or unrelated work. Additional times may be required based on usage, and contractor shall be responsible to maintain the properties to these standards. Contractor shall be responsible for winterization and reactivation in the late spring. Contractor shall be responsible for repairing freeze damage, except when facilities are open due to agreement with the City, wherein the City shall compensate the contractor for damages repaired. Representative standards shall include, but are not limited to: • Empty trash and sanitary napkin holders, replace liners as needed. • Replace all paper products to ensure sufficient supply until the following day. • All light fixtures be working properly and inspected daily; lamps replaced as needed. • Remove all graffiti using graffiti removal materials, scrubbing, or painting over surfaces that currently are painted. Non-painted surfaces are not to be painted over without permission from Director. • Toilet bowls and urinals cleaned and disinfected daily with approved cleaner. Hard water stains, rust, or other discoloration or soiling be removed. Sinks scrubbed clean and disinfected daily with approved cleaner. • Disinfect fixtures, sinks, around floor drains, trash containers, walls and doors, including all handles. • All porcelain and metal surfaces wiped clean and disinfected with approved cleaner. Walls and ceiling wiped clean where required. 4 This includes cobwebs, dust, etc. from ledges, cracks, crevices, corners, etc. • Sweep, mop, or hose down floors. Squeegee as needed to prevent puddling. • Restrooms to smell clean and disinfected. All fixtures working properly and fixed immediately upon discovery of problems unless otherwise arranged with Parks and Recreation Director. • Restrooms to be deodorized at all times through automatic spray, solid deodorizer, or other method proposed by contractor and acceptable to Director. • All storage facilities to be kept clean, orderly, and free of offensive odors at all times. • All leaking fixtures, clogged drains, or other inoperable plumbing fixtures are to be repaired immediately or as soon as parts are available. Director is to be notified of remedies or closures. o Trash Containers: Containers shall be dumped when 3/4 full, at any time that offensive odors or pests are present, or if the container has not been dumped for four days. All containers shall be lined with a plastic liner. Vehicle access to cans may be limited in some locations. All costs associated with garbage collection, transport, and disposal, shall be provided by contractor. o Hard Surface Sweeping: Unless otherwise noted, hard surfaces shall be swept, vacuumed, or blown off as needed to maintain a clean appearance. o Graffiti Removal: Graffiti eradication and control shall include all surfaces fixed or portable within the pool facilities. Graffiti control methods and chemicals shall be approved by Director. Where painting is the desired method, all paint shall be applied in a professional manner. Painted areas shall be of the exact shade as the existing paint. Surrounding areas shall be masked off, protected with drop-cloths, or otherwise protected. Surfaces shall be properly prepared. All paint shall be high quality. Contractor shall remedy any work that fails to meet this standard. Graffiti shall be removed on the date of discovery unless otherwise agreed to by Director. o Drinking Fountain Maintenance: Drinking fountains shall be maintained in working order. Fountains shall operate as designed so as not to waste water. Leaking, sticking, or broken fountains shall be repaired within 24 hours of discovery. Fountains shall be cleaned and sanitized on a daily basis. Fountains shall be winterized in the fall to prevent freezing. Contractor shall be responsible for all repairs, including freeze damage or vandalism. 5 o Vermin Control: Where mice, skunks, ground squirrels, insects, or other vermin are present in and around facilities, contractor shall control them with approved poisons or traps in accordance with relevant state and local laws, and in a manner acceptable for public areas. o Painting: All painted or stained buildings (interior and exterior), fences, bollards, signs, and other fixtures or amenities shall be painted as required to maintain appearance. Chipping, peeling, chalking, fading, dirty, damaged, moldy, and marred by graffiti, cracking or other conditions caused by weathering, vandalism, or any other cause are indications that painting is required. 6 YMCA OF THE INLAND NORTHWEST Page 1 of 1 Home Inicio en Espanol Contact Search L&I SEARCH A-Z Index Help My Secure L&I Safety Claims&Insurance Workplace Rights Trades&Licensing YMCA OF THE INLAND NORTHWEST Owner or tradesperson N 507 HOWARD JOE HERZOG SPOKANE,WA 99201-0811 Doing business as YMCA OF THE INLAND EMPIRE WA UBI No. Governing persons 328 001 747 JOE HERZOG LARRY SOEHREN; NANCY FIKE; PAUL DAVIS; RIG RIGGINS; Workers' comp Do you know if the business has employees?If so,verify the business is up-to-date on workers'comp premiums. This company has multiple workers'comp accounts. Active accounts L&I Account ID Account is current. 309,636-01 Doing business as YMCA OF THE INLAND NORTHWEST Estimated workers reported Quarter 3 of Year 2014"Greater than 100 Workers" L&I account representative T2/HAN CHUNG(360)902-4713-Email:CHUK235©Ini.wa.gov Workplace safety and health No inspections during the previous 6 year period. ©Washington State Dept.of Labor&Industries.Use of this site is subject to the laws of the state of Washington. Access Washingtane C"rinl SW.r %%Nile https://secure.lni.wa.gov/verify/Detail.aspx?UBI=328001747&SAW=False 2/6/2015 • --...41 YMCAOFT-02 KSMITH AC-C,RE' CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) ku.....------ 8/7/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Spokane-Downtown Office PHONE 455-6767 A)X FAX Pa newest Insurance,Inc. 1AIc.Ne•E�):..(509� ..( _No }: 827 West 1st Avenue Suite 225 ADDRESS : _ Spokane,WA 99201 — _ INSURER(S)AFFORDING COVERAGE NAIC# __�� INSURER A:New Hampshire Insurance INSURED INSURER B:Idaho State Insurance Fund __ YMCA of the Inland Northwest INSURER C: - _......_ 1126 N Monroe INSURER D: _ ______— Spokane,WA 99201 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 DDL SUBR-r- --1,A POLICY EFF POLICY EXP LTR TYPE OF INSURANCE NSD V/VD POLICY NUMBER I IM MIDD/YYYY)I(MM1D0/YYYY) LIMITS A I X COMMERCIAL GENERAL LIABILITY I EACH OCCURRENCE S 1,000,000 r-- DAMTGE-TO-R ENTER li 1 CLAIMS-MADE I X I OCCUR X �06LX00562583811 107/01/2014 07/01/2015 PREMISES LEa occurrence) S 100,000 MED EXP(Any one person) S 5,000 PERSONAL&ADV INJURY S 1,000,000 9E 'L AGGREGATE LIMIT APPLIES PER- GENERAL AGGREGATE $ 2,000,000 OTHER: ,PRODUCTS-COMP/OP AGG S 1,000,000 I X I JE a (_ LOC I EMPLOYERS LEGAL s 1,000,000 OTHER AUTOMOBILE LIABILITY I I COMBINED SINGLE LIMIT s 1,000,000 1 SEa accident) A X ANY AUTO06LX00562583811 07/01/2014 07/01/2015 BODILY INJURY(Per person) S .__._ ALL OWNED — SCHEDULED E I I AUTOS AUTOS I BODILY INJURY(Per acadenq S ,_, -- •-- NON-OWNED I PROPERTY DAMAGE S ... HIRED AUTOS AUTOS (peraccident) —_ 1 7 s hX UMBRELLA LIAR X OCCUR I EACH OCCURRENCE I S 6,000,000 A EXCESS LIAR CLAIMS.MADE 101UD00465862611 07/01/2014 07/01/2015 AGGREGATE I s 6,000,000 DED /( 'RETENTIONS 10,000 I I I S WORKERS COMPENSATION IX LSTATUTE I @TH AND EMPLOYERS'LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N 640707 05/15/2014 01/01/2015 E.L.EACH ACCIDENT S 500,000 OFFICER/MEMBER EXCLUDED', ( I N)A I �--" (Mandatory in NH) > E DISEASE-EA EMPLOYEE S 500,000 II yes.describe under I E.L.DISEASE-POLICY LIMIT 5 500,000 DESCRIPTION OF OPERATIONS below I A Rented/Leased Equip. '06LX00562583811 07/01/2014107/01/2015 100,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The certificate holder shall be an Additional Insured in accordance with the terms,conditions,and limitations of the policy and then only with respect to liability caused by the negligent acts or omissions of the Named Insured and then only with respects to the contract with certificate holder. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POUCY PROVISIONS. 11707E Sprague Ave.,Ste 106 Spokane,WA 99201 - AUTHORIZED REPRESENTATIVE I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD YMCAOFT-02 NKUNZ ,d►CORO" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 7/1/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Spokane Office PHONE 509 838-3501 FAX 509 838-3511 PayneWest Insurance,Inc. (A/C.No.Eat):( ) (A/c,No):( ) 501 N.Riverpoint Blvd. Ste 403 A Spokane,WA 99202 ADDDREDRE SS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:US Fire Insurance Company INSURED INSURER B:Idaho State Insurance Fund 36129 YMCA of the Inland Northwest INSURER C: 1126 N Monroe INSURERD: Spokane,WA 99201 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X 5068856583 07/01/2016 07/01/2017 DAMAGE TO RENTED PREMISES(Ea occurrence) $ 10O 000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY_ $_ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- LOC PRODUCTS-COMP/OP AGG $ 1,000,000 OTHER: EMPLOYERS LEGAL $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1000000 000 (Ea accident) > > A X ANY AUTO 5068856583 07/01/2016 07/01/2017 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 6,000,000 A EXCESS LIAB CLAIMS-MADE 5821058232 07/01/2016 07/01/2017 AGGREGATE $ 6,000,000 DED RETENTION$ $ WORKERS COMPENSATION X AND EMPLOYERS'LIABILITY STATUTE ER Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE 640707 01/01/2016 01/01/2017 E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 500 OOO DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ , DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) • The certificate holder shall be an Additional Insured in accordance with the terms,conditions,and limitations of the policy and then only with respect to liability caused by the negligent acts or omissions of the Named Insured and then only with respects to the contract with certificate holder. Re:YMCA's programs to include the use of Bounce House Structures used in their programs. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Parks&Recreation THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Administration of Spokaneon Valleyalle ACCORDANCE WITH THE POLICY PROVISIONS. • 11707 E Sprague Ave Ste 106 AUTHORIZED REPRESENTATIVE Spokane,WA 99201 /� n ,� A.) ,,,^ y �l.►JLUV�'� �W►'� ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD YMCAOFT-02 NKUNZ '4CCPIR EY CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 7/1/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Spokane Office PHONE 509 838-3501 FAx 509 838-3511 PayneWest Insurance,Inc. (A/C,No,Ext):( ) (A/c,No):( ) 501 N.Riverpoint Blvd.,Ste 403 ADDRESS: Spokane,WA 99202 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:US Fire Insurance Company INSURED INSURER B:Idaho State Insurance Fund 36129 YMCA of the Inland Northwest INSURER C: 1126 N Monroe INSURER D: Spokane,WA 99201 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X 5068856583 07/01/2016 07/01/2017 EMISEDAMAGE TOS(Ea RENTEDoccurrence) � 100 000 PR $ MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO LOC PRODUCTS-COMP/OPAGG $ 1,000,000 JECT OTHER: EMPLOYERS LEGAL $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1 000 000 (Ea accident) > > A X ANY AUTO 5068856583 07/01/2016 07/01/2017 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ XX NON-OWNED PROPERTY DAMAGE HIRED AUTOS _ AUTOS (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 6,000,000 A EXCESS LIAB CLAIMS-MADE 5821058232 07/01/2016 07/01/2017 AGGREGATE $ 6,000,000 DED RETENTION$ $ WORKERS COMPENSATION X -PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE 640707 01/01/2016 01/01/2017 E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 500 000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ , A Rented/Leased Equip. 5068856583 07/01/2016 07/01/2017 100,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The certificate holder shall be an Additional Insured in accordance with the terms,conditions,and limitations of the policy and then only with respect to liability caused by the negligent acts or omissions of the Named Insured and then only with respects to the contract with certificate holder. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 11707 E Sprague Ave.,Ste 106 Spokane,WA 99201 AUTHORIZED REPRESENTATIVE I mac ,& -AlUAnnly ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 4(5-025 _..—.• 1 YMCAOFT-02 NGOETZ ACOR©• DATE(MM/DD/YYYY) 4,.....„,, CERTIFICATE OF LIABILITY INSURANCE 06/26/2017 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 t't timetce f)C fe.li51ffo95lIetrof such endorsement(s). � PRODUCER '$""r L."'f v, L NAME CT Spokane Office PHONE Ext):(509)838-3501 � FAX No):(509)8383511 PayneWest Insurance,Inc. JUN 2 7 201/ E-MAIL 501 N.Riverpoint Blvd.,Ste 403 ADDRESS: Spokane,WA 99202 INSURER(S)AFFORDING COVERAGE NAIC# PARKS & _.._.. iIQ DEPT. INSURERA:US Fire Insurance Com•an INSURED INSURER B:Idaho State Insurance Fund 36129 Young Men's Christian Association of the Inland Northwest INSURER C: 1126 N Monroe INSURERD: Spokane,WA 99201 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD.WVD POLICY NUMBER (MM/DDIYYYY) (MM/DD/YYYY1 LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X 506-889742-5 07/01/2017 07/01/2018 PREMISES(Ea occurrence) $ 100,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY _$ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY 578T LOC PRODUCTS-COMP/OP AGG $ 1,000,000 OTHER: STOP GAP $ 1,000,000 A AUTOMOBILE LIABILITY (Ee aaccidentD SINGLE LIMIT $ 1,000,000 X ANY AUTO 506-889742-5 07/01/2017 07/01/2018 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOSREONLY AUTOS BODILY INJURY(Per accident) $ X AUTOS ONLY X AUTO ONLY POPERTY DAMAGE (PeRracadenp $ A X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 6,000,000 EXCESS LIAB CLAIMS-MADE 582-108102-9 07/01/2017 07/01/2018 AGGREGATE $ 6,000,000 DED RETENTION$ $ B WORKERS COMPENSATION X STATUTE ER OTH- AND EMPLOYERS LIABILITY640707 01/01/2016 01/01/2017 500,000 ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? 500,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ It yes,describe under 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Rented/Leased Equip. 506-889742-5 07/01/2017 07/01/2018 100,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The certificate holder shall be an Additional Insured in accordance with the terms,conditions,and limitations of the policy and then only with respect to liability caused by the negligent acts or omissions of the Named Insured and then only with respects to the contract with certificate holder. CERTIFICATE HOLDER CANCELLATION • SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P ACCORDANCE WITH THE POLICY PROVISIONS. 11707 E Sprague Ave.,Ste 106 Spokane,WA 99201 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved; The ACORD name and logo are registered marks of ACORD '--1 •:NA ^ YMCAOFT-02415'025 WRICHARD el n 4 15-O ZS.DATE(MM/DD/YYYY) ol AC-ORD CERTIFICATE OF LIABILITY INSURANCE��. 07/03/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFIBELOW.CATE THIS DOES CERTIFICATE FOF INSURANCIVELY OE DOES NOTNEGATIVELY CONSTITUTE EXTEND CONTRA TALTER COVERAGE 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-certificatebolder-in-lieu-of-such endorsement(s). PRODUCER A e 3..1-' a.,s i``. _.q-y I CONTACT NE: --- -------- ----- - — —-- - -- - -- Spokane Office PHONE _ __ PayneWest Insurance,Inc. 3 pp t n 018 I(E MAI�� Ext):4509)838-3501 FAX Ne):(509)838-3511 _ 501 N.Riverpoint Blvd.,Ste 403 J U t_ t� J 2 018 LADDilE.SS: _---- ----------- — Spokane,WA 99202 __ __ INSURERS)AFFORDING COVERAGE — _ __ ____ NAIC 0 __ _ PARKS & RECREATION DEPT. fINSURER RA:US Fire Insurance Company-__ _ i_ - ___ INSURED --- 'INSURERe:Idaho State Insurance Fund ____ __ _ _ ;36129 _ _- - Young Men's Christian Association of the Inland Northwest 1 INSURER C: _____ ____________ _ _____ _-- _---I----- 1126 N Monroe ',INSURER D:_ _ ____ __ -_ - _ _ - -- - _- Spokane,WA 99201 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, _ EXCLUSI_ON_S AND CONDITIONS OF SUCH H POLICIES._ _ LIM_ITS__S_HOW_N_ MAY HAVE BEEN_R_E_DUCED B_Y PAID CLAIMS.IMS. _ _ ADDLISUER POLICY EFF POLICY EXP LIMITS ILTR 1 TYPE OF INSURANCE INSD I WVD� POLICY NUMBER !(MM/DD/YYYYI i(MM/DD/YYYYI A 1 X ,COMMERCIAL GENERAL LIABILITY I 1 ' i EACH OCCURRENCE _- __,$_ 1,000,000 I I DAMAGE TO RENTED 100,000 I CLAIMS MADE � JCI OCCUR X 5068943109 1 07/01/2018�07/01/2019 I PREM)SES(Ea occurjence) $ 1 1 MED EXP(Any one.person) ,$ 5,000 _ I PERSONAL&ADV INJURY $_ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: I GENERAL AGGREGATE_ '$_ 2,000,000 POLICY. ;E ,_-1 LOC i i 1 I PRODUCTS-COMP/OP AGG I$ -—1,000,000 , i iI ` EMPLOYERS LEGAL 1$ 1,000,000 OTHER: A I AUTOMOBILE LIABILITY I I COMBINED SINGLE LIMIT 1,000,000 r ---- X ANY AUTO 15068943109 07/01/2018 07/01/2019 BODILY INJURY(Per person) 1$ OWNED ' SCHEDULED AUTEO�S ONLY AUTOS p BODILY INJURY(Per accident)($ AUTOS ONLY AUTOS ONEY PROPERTY DAMAGE -- Per accident) $ $ A ' X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 6,000,000 EXCESS LIAB CLAIMS-MADE. 15821106274 07/01/2018 07/01/2019 AGGREGATE $ DED ,RETENTION$ Gen.Aggregate $ 6,000,000 ' B WORKERS COMPENSATION PER OTH- PEATUTE ER AND EMPLOYERS'LIABILITY Y/N 640707 01/01/2018 01/01/2019 500,000 , ,ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ IOFFICER/M6MBER EXCLUDED? N/A SOO,OOO. •(Mandatory in NH) -- I ; E.L.DISEASE-EA EMPLOYEEI$_ _, _ _ If yes,describe under500 000 DESCRIPTION OF OPERATIONS below 1 ' I E.L.DISEASE-POLICY LIMIT I$ ' 1 I I 1 1 A Equipment Floater 5068943109 i 07/01/2018,07/01/2019 (Rented/Leased 100,000 , DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Certificate holder is additional insured as per form CG2026(04/13). CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE V ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD , • POLICY NUMBER: 5068897425 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: ' COMMERCIAL GENERAL LIABILITY COVERAGE PART • SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION WHOM YOU ARE REQUIRED TO ADD AS ADDITIONAL INSURED TO THIS POLICY BY WRITTEN CONTRACT OR AGREEMENT, UNLESS SUCH CONTRACT OR AGREEMENT IS EXECUTED AFTER THE DATE OF LOSS . Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III — Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. Required by the contract or agreement; or 1. In the performance of your ongoing operations; or 2. Available under the applicable Limits of Insurance shown in the Declarations; 2. In connection with your premises owned by or whichever is less. rented to you. However: This endorsement shall not increase the applicable Limits of Insurance shown in the 1. The insurance afforded to such additional Declarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 0413 ©Insurance Services Office, Inc., 2012 Page 1 of 1 lb -U4y 15-Dz5,ol YMCAOFT-02 SBULGER ACOR IYIN CERTIFICATE OF LIABILITY INSURANCE DATE 8/5/ 2019 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 thepolicy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certlfcate holder In lieu of such endorsement(s). PRODUCER gaitCT Spokane Office PXONE FAX Paynewest Insurance Inc. IEE'vc,Wass.Ext (509)8384501 Nuc,Nol:(509)8384511 501 N.Rhrerpoint Blvd.,Se 403 PD IE93. Spokane,WA 99202 INSURERISI AFFORDING COVERAGE MAMA INSURER A•Philadelphia Indemnity Insurance Company 18058 INSURED mamma e:Idaho State Insurance Fund 36129 Young Men's Christian Association of the Inland Northwest INSURER e; 1126 N Monroe INSURER D: Spokane,WA 99201 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. WSR ADDL SUB0. POLICY EFF POLICY EV LW TYPE OF INSURANCE INSD WW POLICY NUMBER IMMNDM'nl IMMIDDNYWI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 CLAIMS-MADE n OCCUR X PHPK20176568/1/2019 8/1/2020 sissmIGSFT FaEM�mED A 100,000 MED EXP IAM one person) 5,000 PERSONAL S NW INJURY 1.000.000 GENL AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 2.000'000 POLICY JECT O LLC PRODUCTS.COMP/OPAGG 1,000,000 OTHER EMPLOYERS LEGAL 1,000,000 A AUTOMOBILE LIABILITY CO emMED SINGLE WAIT 1,000,000 nt) X ANY AUTO PHPK2017656 8/1/2019 8/1/2020 BODILY INJURY(Par Pamm) ONNED — SCHEDULED AUTOS ONLY _ AUTOSUp µµ}}JJEEpp OOCILEYRINryJUpRpY War Paden° X ANTICS ONLY X lento PI el�ceuMe,II1 MAGE A X UMBRELLA UAB I X OCCUR EACH OCCURRENCE 6,000,000 EXCESS UAB II CLAIMS-MADE PHUB687615 8/1/2019 8/112020 AGGREGATE 6,000,000 CED RETENTIONS B WORKERS COMPENSATIONI PER I OTH. ANO EMPLOYERS'LIABILITYSTATIITE 1 FR P�NpY CPREryOPMRpIETBOERqNA0.TNEPJE%ECUTVE Y❑ 640707 1/1/2019 111/2020 500,000 RMSF�ut IIMINX)O(CWDEDt NIA EL,EACH ACCIDENT 500,000 IMIMyees EzsulLe uMv EL DISEASE-EA EMPLOYEE DESLRIWION OF OPE RATIONS below EL DISEASE.POLICY LIMIT 500'000 A Equipment Floater PHPK2017656 8/1/2019 8/1/2020 Rented/Leased 100,000 DESCRIPTION OF OPERATIONS/LOCATORS/VEHICLES (AWARD tet,AddIa.l Remarks Schedule,may be attached If more pace Is required) Certificate holder is additional insured as per form CG2026(04/13). CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City S OkdDe Valle of0 E poka Sprague Alley ACCORDANCE WITH THE POLICY PROVISIONS. 102Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI-GLD-HS(10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE Itis understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies,the terms,conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement The following is a summary of the Omits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages,consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own,Rent,or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments—Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments—Ball Bonds $5,000 5 Supplementary Payment—Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement—Janitorial Services Client Coverage $10,000 limit 6 Additional Insured—Newly Acquired Time Period Amended 6 Additional Insured—Medical Directors and Administrators Included 7 Additional Insured—Managers and Supervisors(with Fellow Included 7 Employee Coverage) Additional Insured—Broadened Named Insured Included 7 Additional Insured—Funding Source Included 7 Additional Insured—Home Care Providers Included 7 Additional Insured—Managers,Landlords,or Lessors of Premises Included 7 Additional Insured—Lessor of Leased Equipment Included 7 Additional Insured—Grantor of Permits Included 8 Additional Insured—Vendor Included 8 Additional Insured—Franchisor Included 9 Additional Insured—When Required by Contract Included 9 Additional Insured—Owners,Lessees,or Contractors Included 9 Additional Insured—State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 02011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury—includes Mental Anguish Included 11 Personal and Advertising Injury—includes Abuse of Process, Included 11 Discrimination A. Extended Property Damage SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a.is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury or property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury"or"property damage resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I—COVERAGES, COVERAGE A.BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b.Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim,we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to$50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non-Owned Watercraft SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g.(2)is deleted in its entirety and replaced by the following. (2) A watercraft you do not own that is: (a) Less than 58 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. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own,Rent or Occupy SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j.Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent,or occupy, including any costs or expenses incurred by you,or any other person,organization or entity,for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a$30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word"fire"is changed to"fire, lightning, explosion, smoke, or leakage from automatic fire protective systems"where it appears in: a. The last paragraph of SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2.Exclusions; is deleted in its entirety and replaced by the following: Exclusions c.through n.do not apply to damage by fire, lightning, explosion, smoke,or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in SECTION III—LIMITS OF INSURANCE. b. SECTION III—LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above,the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage"to any one premises,while rented to you,or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V—DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke,or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4.Other Insurance, Paragraph b. Excess Insurance, (1)(a)(ii)is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event,whether such damage results from fire, lightning, explosion,smoke,or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I—COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a"violation(s)"of the Health Insurance Portability and Accountability Act(HIPAA). We have the right and the duty to defend the insured against any"suit,""investigation,'or"civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any"suit" seeking damages, "investigation,"or"civil proceeding"to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional,Willful, or Deliberate Violations Any willful, intentional, or deliberate"violation(s)" by any insured. b. Criminal Acts Any"violation"which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V—DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding"means an action by the Department of Health and Human Services (HHS) arising out of"violations." b. "Investigation"means an examination of an actual or alleged"violation(s)"by HHS. However, "investigation"does not include a Compliance Review. c. "Violation"means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) G. Medical Payments—Limit Increased to$20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III-LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I—COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1.Insuring Agreement,a. (3)(b) is deleted in its entirety and replaced by the following (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I—COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e.Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics I. Supplementary Payments SECTION I—COVERAGES,SUPPLEMENTARY PAYMENTS-COVERAGE A AND B are amended as follows. 1.b.is deleted in its entirety and replaced by the following: 1. b. Up to$5000 for cost of bail bonds required because of accidents or traffic law violations ansing out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these. 1.d.is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I—COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGES A AND B the following is added: We will pay, on your behalf,defense costs incurred by an"employee"in a criminal proceeding occurring in the course of employment. The most we will pay for any"employee"who is alleged to be directly involved in a criminal proceeding is$25,000 regardless of the numbers of"employees,'claims or"suits"brought or persons or organizations making claims or bringing"suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) K. Key and Lock Replacement—Janitorial Services Client Coverage SECTION I—COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGES A AND Bis amended to include the following: We will pay for the cost to replace keys and locks at the"clients" premises due to theft or other loss to keys entrusted to you by your"client,"up to a$10,000 limit per occurrence and$10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members,officers, "employees","managers", directors,trustees, authorized representatives or any one to whom you entrust the keys of a"client"for any purpose commit,whether acting alone or in collusion with other persons. The following,when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary,wages or commissions, and (c) Who you have the right to direct and control while performing services for you;or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent"employee"as defined in Paragraph(1)above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee"does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm,factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any"manager,"director or trustee except while performing acts coming within the scope of the usual duties of an"employee." c. "Manager'means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II—WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ®2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators—Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors—Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your"employees"are also insureds for"bodily injury"to a co- "employee while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a)as it applies to managers of a limited liability company. c. Broadened Named Insured—Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source—Any person or organization with respect to their liability arising out of: (1) Their financial control of you, or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers—At the first Named Insured's option,any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers,Landlords,or Lessors of Premises—Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any"occurrence"which takes place after you cease to be a tenant in that premises;or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment—Automatic Status When Required in Lease Agreement With You—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 is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) organization is an insured only with respect to liability for"bodily injury,""property damage" or "personal and advertising injury"caused, in whole or in part, by your maintenance, operation or use of 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. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. h. Grantors of Permits—Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance,repair,construction, erection,or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings,sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance,or use of any elevators covered by this insurance. i. Vendors—Only with respect to"bodily injury"or"property damage"arising out of"your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections,adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ®2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or (h) "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs(d)or(f);or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization,from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor—Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract—Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for"bodily injury,""property damage"or"personal and advertising injury"but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners,Lessees or Contractors—Any person or organization, but 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 when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to"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. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions—Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to (a) "Bodily injury,""property damage"or"personal and advertising injury"arising out of operations performed for the state or municipality; or (b) "Bodily injury"or"property damage"included within the"products-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2.is amended as follows: a.is amended to include: This condition applies only when the"occurrence"or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership: or (3) An executive officer or insurance manager, if you are a corporation. b.is amended to include: This condition will not be considered breached unless the breach occurs after such claim or"suit" is known to: (1) You, if you are an individual, (2) A partner, if you are a partnership;or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,6.Representations is amended to include the following. It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part,we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,B.Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ®2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit"or transfer those rights to us and help us enforce them. Therefore,the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following If we revise this endorsement to provide more coverage without additional premium charge,we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. O. Bodily Injury—Mental Anguish SECTION V—DEFINITIONS, Paragraph 3.Is deleted in its entirety and replaced by the following: "Bodily injury"means: a. Bodily injury, sickness or disease sustained by a person,and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing(Item a.above)at any time. R. Personal and Advertising Injury—Abuse of Process,Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of"personal and advertising injury" is amended as follows: 1. SECTION V—DEFINITIONS, Paragraph 14.b.is deleted in its entirety and replaced by the following. b. Malicious prosecution or abuse of process; 2. SECTION V—DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment,former or prospective employment, termination of employment,or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. ®2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 0 2011 Philadelphia Indemnity Insurance Company PI-ULT-023 07.01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BOILER AND MACHINERY ENDORSEMENT This endorsement modifies insurance provided under the following: Property Coverage Form Causes of Loss Form Business Income and Extra Expense Coverage Form Business Income Coverage Form Extra Expenses Coverage Form SCHEDULE Coverage Description Limit of Insurance Property Damage $ 37,372,376 Property Damage and Business Income/Extra Expense $ Business Income and Extra Expense $ 18,050,737 Business Income $ Extra Expense $ Sublimits of Insurance applicable to each covered location. These sublimits are part of and not in addition to the Limits of Insurance shown above. Coverage Sublimit of Insurance Ammonia Contamination $ 100,000 Water Damage $ 100,000 Hazardous Substances $ 100,000 Spoilage $ 100,000 Expediting Expense $ 250,000 Newly Acquired Location Coverage $ 1,000,000 Off Premises Service Interruption Business Income $ N/A Business Income and Extra Expense $ 100,000 Extra Expense $ N/A Spoilage $ 25,000 Ordinance or Law $ 300,000 Deductibles Coverage Deductible Property Damage $ 2,500 Business Income and Extra Expense 24 hours Business Income hours Extra Expense $ Spoilage Combined with PD Off Premises Service Interruption 24 hours Ammonia Contamination Combined with PD Other( ) $ Premium $ 9,090 Page 1 of 5 - (DO) 0 021 YMCAOFT-02 GHAYES '4164.Co�Ro CERTIFICATE OF LIABILITY INSURANCE DATE (MM/024 DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Karly Oliver PHONE FAX Ext : 509 755-9327 FAX ) FAX(AIC,No): Spokane Office Marsh McLennan Agency LLC 501 N. Riverpoint Blvd., Ste 403 E-M RIES . Karly.Oliver@MarshMMA.com INSUREIRMI AFFORDING COVERAGE NAIC # Spokane, WA 99202 INSURER A:Philadelphia Indemnity Insurance Company 18058 INSURED INSURER B: Idaho State Insurance Fund 36129 INSURERC: Young Men's Christian Association of the Inland Northwest INSURERD: 1126 N Monroe Spokane, WA 99201 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBRLTR INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE �X OCCUR X PHPK2586681 8/1/2023 9/1/2024 EACH OCCURRENCE $ 1,000,000 DAMAGETORENTEDn;a 1,000,000 MED EXP (Any oneperson) 20,000 PERSONAL & ADV INJURY 11000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑ jpCOT LOC OTHER: GENERAL AGGREGATE 2,000,000 PRODUCTS - COMP/OP AGG 2,000,000 EMPLOYERS LEGAL 1,000,000 A AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS AUTOS ONLY AUOTNOS ONLY PHPK2586681 8/1/2023 9/1/2024 COMBIEa INED SINGLE LIMIT 1,000,000 BODILY INJURY Per person)$ BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE PHUB876137 8/1/2023 9/1/2024 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DIED X I RETENTION $ 10,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITYYIN ANY PROPRIETOR/PARTNER/EXECUTIVE _1 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A 640707 1/112024 1/1/2025 PER OTH- X I TAT T ER E.L. EACH ACCIDENT 500,000 $ E.L. DISEASE - EA EMPLOYEE _ $ 500,000 E.L. DISEASE - POLICY LIMIT 500,000 $ A Leased & Rented EQ PHPK2586681 8/1/2023 9/1/2024 Max Item 100,000 DESCRIPTION OF OPERATIONS] LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Certificate holder is additional insured CFRTIFICATF HOI nFR CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valle Y p y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave Spokane Valley, WA 99206 AUTHORIZED REPRESENTATIVE Ck� 4ut-,"o ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 08/01 /2023 Name of Person or Organization (Additional Insured): Per written contract SECTION II - WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III - LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments - Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments - Bail Bonds $5,000 5 Supplementary Payment- Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement - Janitorial Services Client Coverage $10,000 limit 6 Additional Insured - Newly Acquired Time Period Amended 6 Additional Insured - Medical Directors and Administrators Included 7 Additional Insured - Managers and Supervisors (with Fellow Employee Coverage) Included 7 Additional Insured - Broadened Named Insured Included 7 Additional Insured - Funding Source Included 7 Additional Insured - Home Care Providers Included 7 Additional Insured - Managers, Landlords, or Lessors of Premises Included 7 Additional Insured - Lessor of Leased Equipment Included 7 Additional Insured - Grantor of Permits Included 8 Additional Insured - Vendor Included 8 Additional Insured - Franchisor Included 9 Additional Insured - When Required by Contract Included 9 Additional Insured - Owners, Lessees, or Contractors Included 9 Additional Insured - State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury - includes Mental Anguish Included 11 Personal and Advertising Injury - includes Abuse of Process, Discrimination Included 11 A. Extended Property Damage SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I - COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 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. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph]. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III - LIMITS OF INSURANCE. b. SECTION III - LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V - DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I - COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit' seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V - DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the H I PAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments - Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. SECTION I - COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I - COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I - COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I - COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement - Janitorial Services Client Coverage SECTION I - COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client' for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client' means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II - WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators - Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors - Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co - "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured - Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source - Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers - At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises - Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment - Automatic Status When Required in Lease Agreement With You - 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 is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of 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. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits - Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. Vendors - Only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub -paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor - Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract - Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors - Any person or organization, but 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 when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "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. Page 9of12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions - Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit' is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury - Mental Anguish SECTION V - DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury - Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V - DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V - DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-CXL-001 (03/14) COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY This policy has been issued in reliance upon the statement in the Declarations made a part hereof and in the application submitted for this insurance. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person qualifying as a Named Insured under this policy. The words "we," "us" and 'bur" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II — WHO IS AN INSURED. Other words and phrases in this policy that appear in quotation marks have special meaning. Refer to SECTION V — DEFINITIONS. SECTION I — COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement We will pay on behalf of the insured the "ultimate net loss" in excess of the "applicable underlying limit," whether or not collectible, which the insured becomes legally obligated to pay as damages because of "bodily injury," "property damage" or "personal and advertising injury" to which this insurance applies. Bodily Injury and Property Damage a. This insurance applies to "bodily injury' or "property damage" only if: (1) The "bodily injury" or "property damage" arising out of an "occurrence" takes place in the "coverage territory"; (2) The "bodily injury' or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1.a. of SECTION II — WHO IS AN INSURED and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury' or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury' or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. b. "Bodily injury" or "property damage which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1.a. of SECTION II —WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. c. "Bodily injury' or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.a. of SECTION II — WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence" Page 1 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. Personal and Advertising Injury This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Defense of Claims or Suits and Supplementary Payments a. We will have the right and duty to defend the insured against any "suit" seeking damages which are payable under COVERAGES A or B including damages wholly or partly within the "retained limit," but which are not payable by a policy of "underlying insurance," or any other available insurance because: (1) Such damages are not covered; or (2) The "underlying insurance" has been exhausted by the payment of claims. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury." b. We may investigate and settle any claim or "suit" in a. above at our discretion. c. Our right and duty in a. above ends when we have used up the "applicable limit of insurance" in the payment of judgments or settlements. d. We will pay, with respect to any claims or "suits" we defend in a. above: (1) All expense we incur. (2) Up to $2000 for cost of bail bonds (including bonds for related traffic violations) required because of an "occurrence" we cover. We do not have to furnish these bonds. (3) The premium for appeal bonds and bonds to release attachments, but only for bond amounts within the "applicable limit of insurance." We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit," including actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed against the insured in the "suit." However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If Page 2 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) we make an offer to pay the "applicable limit of insurance," we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have: (a) Paid, or offered to pay; or (b) Deposited in court; The part of the judgment that is within the "applicable limit of insurance." These payments will not reduce the limits of insurance. e. We will have no duty to defend the insured against any claim or "suit' that any other insurer has a duty to defend. If we elect to join in the defense of such claims or "suits," we will pay all expenses we incur, but we will not contribute to the expenses of the insured or the "underlying insurer." f. If we defend an insured against a "suit' and an indemnitee of the insured is also named as a party to the "suit," we will defend that indemnitee if all of the following conditions are met: (1) The "suit' against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract'; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract'; (4) The allegations in the "suit' and the information we know about the `occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit' and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit'; (i I) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit'; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit'; and Page 3 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (ii) Conduct and control the defense of the indemnitee in such "suit." So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 3. Exclusions, f.(2) below, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when we have used up the "applicable limit of insurance" in the payment of judgments or settlements or the conditions set forth above or the terms of the agreement described in Paragraph f.(6) above. 3. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Workers Compensation and Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. c. Employment Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment related practices, policies, acts or omissions such as discrimination, criticism, self -defamation, coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or malicious prosecution directed at that person (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to that person at whom any of the employment - related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the injury -causing event described in Paragraphs (a), (b) or (c) above occurs before, during or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and Page 4 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (3) To any obligation to share damages with or to repay someone else who must pay damages because of the injury. d. War "Bodily injury," "property damage" or "personal and advertising injury" however caused arising, directly or indirectly out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Rebellion, revolution, insurrection, usurped power or action taken by governmental authority in hindering or defending against any of these. e. E.R.I.S.A. Any obligation of the insured under the Employees' Retirement Income Security Act (E.R.I.S.A.) and any amendments thereto or any similar federal, state, or local statute. f. Contractual Liability "Bodily injury" or "property damage" for which the insured 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: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract," provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract," reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage," provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. g. Aircraft or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft or watercraft owned, or operated by; or rented or loaned to any insured. Use includes operation and "loading or unloading." This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. This exclusion does not apply to: Page 5 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) Watercraft while ashore on premises you own or rent; (2) Watercraft you do not own that is: (a) Less than 50 feet long; and (b) Not being used to carry persons or property for a charge. (3) Liability assumed under any "insured contract' for the ownership, maintenance or use of aircraft or watercraft. (4) The extent that valid "underlying insurance" for the aircraft or watercraft liability risks described above exists or would have existed but for the exhaustion of underlying limits for "bodily injury" or "property damage." Coverage provided will follow the provisions, exclusions and limitations of the "underlying insurance" unless otherwise directed by this insurance; or (5) Aircraft that is: (a) Chartered by, loaned to, or hired by you with paid crew; and (b) Not owned by any insured. h. Auto Coverages (1) "Bodily injury" or "property damage" arising out of the ownership, maintenance or use of any "auto" which is not an "auto" covered by "underlying insurance"; or (2) Any loss, cost or expense payable under or resulting from any first party physical damage coverage; no-fault law; personal injury protection or auto medical payment coverage; or uninsured or underinsured motorist law. In addition, any other auto liability exclusions contained in the applicable "underlying insurance" shown in the Schedule of Underlying shall apply. L Other Personal and Advertising Injury Exclusions "Personal and advertising injury": (1) Knowing Violation of Rights of Another Caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury." (2) Material Published with Knowledge of Falsity Arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity. (3) Material Published Prior to Policy Period Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. All "personal and advertising injury" arising out of publication of the same or similar material subsequent to the beginning of the policy period is also excluded. Page 6 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (4) Criminal Acts Arising out of a criminal act committed by or at the direction of the insured. (5) Contractual Liability For which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of a contract or agreement. (6) Breach of Contract Arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement." (7) Quality or Performance of Goods — Failure to Conform to Statements Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement." (8) Wrong Description of Prices Arising out of the wrong description of the price of goods, products or services stated in your "advertisement." (9) Infringement of Copyright, Patent, Trademark or Trade Secret Arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "advertisement." However, this exclusion does not apply to infringement in your "advertisement" of copyright, trade dress or slogan. (10) Insureds in Media and Internet Type Businesses Committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of websites for others; or (c) An internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 16. a., b. and c. under SECTION V — DEFINITIONS. For the purpose of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. (11) Electronic Chatrooms or Bulletin Boards Arising out of an electronic chatroom or bulletin board the insured hosts, owns or over Page 7 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) which the insured exercises control. (12) Unauthorized Use of Another's Name or Product Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. j. Damage to Property "Property damage" to property: (1) You own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of an insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (1), (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." k. Damage to Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage to Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard." This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage to Impaired Property or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: Page 8 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Pollution (1) "Bodily injury," "property damage" or "personal and advertising injury" arising out of the actual alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fume, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or Page 9 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) processed as waste by or for: (1) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as a part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire." (e) At or from any premises, site or location on which any insured or any contractor or subcontractor working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants." (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants." However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. As used in this exclusion, "hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. Page 10 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) p. Discrimination Any liability arising from discrimination: (1) Suffered or allegedly suffered by any person based upon, but not limited to, color, creed, gender, race, national origin, age, handicap, illness, religion or sexual preference; or (2) Due to unfair trade practices. q. Asbestos "Bodily injury," "property damage" or "personal and advertising injury" arising out of the "asbestos hazard." We shall have no obligation under this policy: (1) To investigate, settle or defend any claim or "suit' against any insured alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the "asbestos hazard"; or (2) To pay, contribute to, or indemnify another for any damages, judgments, settlements, loss, costs or expenses that may be awarded or incurred by reason of any such claim or "suit" or any injury or damage, or in complying with any action authorized by law and relating to such injury or damage. As used in this exclusion: "Asbestos hazard" means: (a) An actual exposure or threat of exposure to the harmful properties of "asbestos"; or (b) The presence of "asbestos" in any place, whether or not within a building or structure. "Asbestos" means the mineral in any form, including but not limited to fibers or dust. r. Nuclear Energy Liability Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under such policy but for its termination upon exhaustion of its limit of liability; (2) Resulting from the "hazardous properties" of "nuclear material' and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the insured is, or had this policy not been issued, would be entitled to indemnity from the United States of America, or any agency thereof, with any person or organization; or (3) Resulting from the "hazardous properties" of "nuclear material', if: (a) The "nuclear material" Page 11 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (i) Is at any "nuclear facility" owned by, or operated by or on behalf of an insured; or (ii) Has been discharged or dispersed therefrom; (b) The "nuclear material' is contained in "spent fuel' or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an insured; or (c) The "bodily injury" or "property damage" arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility," but if such facility is located within the United States of America, its territories or possessions or Canada, this Exclusion (c) applies only to "property damage" to such "nuclear facility" and any property threat. As used in this exclusion: "Hazardous properties" include radioactive, toxic or explosive properties. "Nuclear material" means "source material," "special nuclear material," or "by-product material." "Source material," "special nuclear material," and "by-product material' have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor." "Waste" means any waste material (a) containing "by-product material' other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material' content; and (b) resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of "nuclear facility." "Nuclear facility" means (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (i) separating the isotopes of uranium or plutonium; (ii) processing or utilizing "spent fuel'; or (iii) handling, processing or packaging "waste"; (c) Any equipment or device used for processing, fabricating or alloying of "special nuclear material' if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a Page 12 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) self-supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioactive contamination of property. s. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. t. Trade or Economic Sanctions To the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including, but not limited to, the payment of claims. u. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. This exclusion does not apply if valid "underlying insurance" for the electronic data risks described above exists or would have existed but for the exhaustion of underlying limits for "bodily injury" and "property damage." Coverage provided will follow the provisions, exclusions and limitations of the "underlying insurance," unless otherwise directed by this insurance. v. Distribution of Material in Violation of Statutes "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of materials or information. SECTION II — WHO IS AN INSURED Page 13 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insured, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Any subsidiary you wholly own, either directly or indirectly, at the inception of our policy. 3. Each of the following is also an insured: a. With respect to the "auto hazard": (1) Anyone using an "auto" you own, hire or borrow including any person or organization legally responsible for such use provided it is with your permission; and (2) Any of your "executive officers," directors, partners, "employees" or stockholders, operating an "auto" you do not own, hire or borrow while it is being used in your business. None of the following is an insured under (1) or (2) above: (a) Any person employed by or engaged in the duties of an auto sales agency, repair shop, service station, storage garage or public parking place that you do not operate. (b) The owner or lessee of any "auto" hired by or for you or loaned to you and any agent or employee of such lessee. b. With respect to aircraft: Anyone using an aircraft chartered with crew by you or on your behalf and anyone legally responsible for its use except: (1) The owner or crew of the aircraft or any person operating such aircraft; (2) Any manufacturer of the aircraft or any of its parts; (3) Any sales, service or repair company; (4) Any airport or hangar operator; or any "employee" of (2), (3) or (4). c. Except with respect to aircraft and the "auto hazard": Page 14 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees," other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (a) "Bodily injury" or "personal and advertising injury": (i) To you, to your partners or members (if you are a partnership or joint venture), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business unless insurance for such liability is afforded by the "underlying insurance"; (ii) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (a)(i) above; (iii) For which there is any obligation to share damage with or repay someone else who must pay damages because of the injury described in Paragraphs (a)(i) or (ii) above; or (iv) Arising out of his or her providing or failing to provide professional health care services. (b) "Property damage" to property: (i) Owned, occupied or used by; (ii) Rented to, in the care custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees," "volunteer workers," any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). (2) Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. (3) Any person or organization having proper temporary custody of your property if you die, but only: (a) With respect to liability arising out of the maintenance or use of that property; and (b) Until your legal representative has been appointed. (4) Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. d. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured. However: (1) Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; Page 15 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (2) Coverage A does not apply to "bodily injury' or "property damage" that occurred before you acquired or formed the organization; and (3) Coverage B does not apply to "personal and advertising injury' arising out of an offense committed before you acquired or formed the organization. e. Any person or organization for whom you agreed in writing to provide this insurance for operations you perform or facilities you own or use. This insurance is subject to your "applicable underlying limits" for such operations or facilities. f. Any other person or organization insured under any policy of the "underlying insurance." This grant is subject to all the limitations upon coverage under such policy other than the limits of the "underlying insurers" liability. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The limits of insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: (a) Insureds; (b) Claims made or "suits" brought, or number of vehicles involved; or (c) Persons or organizations making claims or bringing "suits." 2. The Products -Completed Operations Aggregate Limit is the most we will pay for the sum of all "ultimate net loss" because of "bodily injury" and "property damage" included in the "products - completed operations hazard." 3. The General Aggregate Limit is the most we will pay for the sum of all "ultimate net loss" under Coverage A and Coverage B except: (a) Damages because of "bodily injury' and "property damage" included in the "products - completed operations hazard"; and (b) Damages because of "bodily injury' and "property damage" included in the "auto hazard." 4. Subject to 3. above, the most we will pay under Coverage B for the sum of all "ultimate net loss" because of all "personal and advertising injury' sustained by any one person or organization shall be an amount equal to the Each Occurrence Limit. 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of all "ultimate net loss" under Coverage A because of all "bodily injury' and "property damage" arising out of any one 'occurrence." 6. If there is "underlying insurance" with a policy period that is non -concurrent with the policy period of this Commercial Umbrella Liability policy, the "applicable underlying limit" will only be reduced or exhausted by payments for: Page 16 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) a. "Bodily injury" or "property damage" which occurs during the policy period of this policy. b. "Personal and advertising injury" for offenses that are committed during the policy period of this policy. However, if any "underlying insurance" is written on a claims -made basis, the "applicable underlying limit" will only be reduced or exhausted by claims for that insurance that are made during the policy period, or any Extended Reporting Period, of this policy. To determine the Limit of Insurance, all "bodily injury" and "property damage" arising out of continuous or repeated exposure to the same general conditions shall be considered one "occurrence." The limits of insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV —CONDITIONS 1. Appeals If the insured or the "underlying insurer" elects not to appeal a judgment in excess of the "applicable underlying limit," we may elect to make such appeal, at our cost and expense. If we so elect, we shall be liable in addition to the "applicable limit of insurance" for the: (a) Taxable costs; (b) Disbursements; and (c) Additional interest incidental to such appeal; but in no event will we be liable for damages in excess of the applicable aggregate Limit of Insurance. If a judgment is rendered in excess of the limits of "underlying insurance" and we offer to pay our full share of such judgment, but you or your "underlying insurers" elect to appeal it, you, your "underlying insurers" or both will bear: (1) The cost and duty of obtaining any appeal bond; (2) The taxable costs, disbursements and additional interest incidental to such appeal; and (3) Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed. 2. Bankruptcy a. Bankruptcy of Insured Bankruptcy or insolvency of the insured or the insured's estate will not relieve us of our obligations under this insurance. Page 17 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) b. Bankruptcy of Underlying Insurer Bankruptcy of the "underlying insurer" will not relieve us of our obligations under this insurance. However, this insurance will not replace the "underlying insurance" in the event of bankruptcy or insolvency of the "underlying insurer." This insurance will apply as if the "underlying insurance" were in full effect. 3. Cancellation a. The first Named Insured may cancel this insurance by mailing or delivering to us in advance, written notice of cancellation. b. We may cancel this insurance by mailing or delivering to the first Named Insured written notice of cancellation at least: (1) 10 days before the effective date of cancellation if we cancel for non-payment of premium; or (2) 30 days before the effective date of cancellation if we cancel for any other reason. c. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. d. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. e. If this policy is cancelled, we will send you any premium refund due. If we cancel, the refund will be pro rata. If you cancel, the refund will be pro rata, less 10% of the pro rata unearned premium. The cancellation will be effective even if we have not made or offered refund. f. If notice is mailed, proof of mailing will be sufficient proof of notice. 4. Changes This policy contains all the agreements between you and us concerning the insurance afforded. No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this insurance. 5. Duties in the Event of Occurrence or Offense, Claim or Suit a. You must see to it that we are notified as soon as practicable of any "occurrence" or any offense which may result in a claim under this insurance when the occurrence or offense is known to: (1) You, if you are an individual; (2) Your partner, if you are a partnership; (3) Your member, if you are a joint venture; (4) Your member or manager, if you are a limited liability company; or Page 18 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (5) Your officer or insurance manager, if you are an organization other than a partnership, joint venture or limited liability company. b. Notice should include: (1) How, when and where the 'occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the 'occurrence." c. If a claim or "suit" is brought against any insured which may result in a claim against this insurance, you must see to it that we receive prompt written notice of the claim or "suit." d. The insured must: (1) Cooperate with the "underlying insurers"; (2) Comply with the terms of the "underlying insurance"; (3) Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of "bodily injury," "property damage", or "personal and advertising injury" with respect to which insurance is provided under this or any policy of "underlying insurance." (4) When we believe that a claim may exceed the "underlying insurance," we may join with the insured and the "underlying insurer" in the investigation, settlement and defense of all claims and "suits" in connection with such 'occurrence" or offense. In such event, the insured must cooperate with us. 6. Examination of your Books and Records We may examine and audit your books and records as they relate to this insurance: a. At any time during the policy period; b. Up to three years afterward; or c. Within one year after final settlement of all claims under this insurance. 7. Inspection and Surveys We have the right but are not obligated to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: Page 19 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) Are safe or healthful; or (2) Comply with laws, regulations, codes or standards. 8. Legal Action Against Us No person or organization has a right under this insurance: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this insurance unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual trial. We will not be liable for damages that: (1) Are not payable under the terms of this insurance; or (2) Are in excess of the "applicable limit of insurance." An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 9. Maintenance of / Changes to Underlying Insurance The "underlying insurance" listed in the Schedule of Underlying Insurance in the Declarations shall remain in full effect throughout the policy period except for reduction of the aggregate limit due to payment of claims, settlements or judgments. Failure to maintain "underlying insurance" will not invalidate this insurance. However, this insurance will apply as if the "underlying insurance" were in full effect. If there is an increase in the scope of coverage of any "underlying insurance" during the term of this policy, our liability will be no more than it would have been if there had been no such increase. You must notify us as soon as practicable when any "underlying insurance" is no longer in effect or if the limits or scope of coverage of any "underlying insurance" is changed. 10. Other Insurance a. This insurance is excess over, and shall not contribute with any of the other insurance whether primary, excess, contingent or on any other basis. This condition will not apply to insurance specifically written as excess over this policy. When this insurance is excess, we will have no duty under this policy to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. b. When this insurance is excess over other insurance, we will pay only our share of the "ultimate net loss" that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and Page 20 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (2) The total of all deductible and self -insured amounts under all that other insurance. 11. Transfer of Rights of Recovery Against Others to Us a. If any insured has rights to recover from any other person or organization all or part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after loss to impair those rights. At our request, the insured will bring "suit' or transfer those rights to us and help us enforce them. b. Any such recovery shall be applied as follows: (1) First, any person or organization (including the insured) that has paid an amount in excess of the applicable limits of insurance of this policy will be reimbursed for the actual excess amount paid under this policy; (2) Then, we will be reimbursed up to the amount we have paid; and (3) Last, any insured or issuer of scheduled "underlying insurance" is entitled to claim the remainder, up to the amount that insured or issuer of scheduled "underlying insurance" has paid. c. Expenses incurred in the exercise of such rights of recovery shall be apportioned among such persons or organizations, including the insured, in the same ratio as their respective recoveries are finally shared. 12. Premium a. The first Named Insured has primary responsibility for the payment of all premiums and will be the payee for any return premiums. b. If the premium is a flat charge, it is not subject to adjustment except as provided in d. below. c. If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of each year in which this insurance is in force at the rate shown in the Declarations, subject to the Minimum Annual Premium. d. Additional premium may become payable when coverage is provided for additional insureds; and Named Insureds under the provisions of SECTION II — WHO IS AN INSURED, Items 3. d., e., and f. 13. Premium Audit a. You must keep record of the information we need for premium computation and send us copies at such times as we may request; b. At the close of each audit period we will compute the earned premium for that period; and c. Audit premiums are due and payable on notice to you. 14. Representations or Fraud By accepting this insurance, you agree: a. The statements in the Declarations and any subsequent notice relating to "underlying Page 21 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) insurance" are accurate and complete; b. Those statements are based upon representations you made to us; c. We have issued this insurance in reliance upon your representations; and d. This policy is void in any case of fraud by you as it relates to this policy or any claim under this policy. 15. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned to you in this insurance, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 16. Transfer of your Rights and Duties Under this Insurance Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to: a. Your legal representative but only while acting within the scope of duties as your legal representative. b. Anyone having your rights and duties but only with respect to that property, until your legal representative is appointed. 17. When Loss is Payable Coverage under this policy will not apply until the insured, or the insured's "underlying insurer" has paid or is obligated to pay the full amount of the "applicable underlying limit." When the amount of damages is determined by an agreed settlement or on a final judgment against an insured obtained after an actual trial, we will promptly pay on behalf of the insured the amount of damages covered under the terms of this policy. The first Named Insured will promptly reimburse us for any amount within the "retained limit." 18. Transfer of Defense When the underlying limits of insurance have been used up in the payment of judgments or settlements, the duty to defend will be transferred to us. We will cooperate in the transfer of control to us of outstanding claims or "suits" seeking damages to which this insurance applies which would have been covered by the "underlying insurance" had the applicable limit not been used up. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: Page 22 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) a. Notices that are published include material placed on the internet or on similar electronic means of communication. b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Applicable limit of insurance" means the maximum amount we will pay as damages in accordance with SECTION III — LIMITS OF INSURANCE. 3. "Applicable underlying limit" means: a. If the policies of "underlying insurance" apply to the 'occurrence" or offense, the greater of: (1) The amount of insurance stated in the policies of "underlying insurance" in the Declarations or any other available insurance less the amount by which any aggregate limit so stated has been reduced solely due to payment of claims; or (2) The "retained limit" shown in the Declarations; or b. If the policies of "underlying insurance" do not apply to the 'occurrence" or offense, the amount stated in the Declarations as the "retained limit." The limits of insurance in any policy of "underlying insurance" will apply even if: (a) The "underlying insurer" claims the insured failed to comply with any condition of the policy; or (b) The "underlying insurer" becomes bankrupt or insolvent. 4. "Auto" means: a. A land motor vehicle, trailer or semi -trailer designed for travel on public road, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equipment." 5. "Auto hazard" means all "bodily injury" and "property damage" for which liability insurance is afforded under the terms of the auto policy of "underlying insurance," other than the limits of insurance of the auto policy of "underlying insurance." 6. "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including death resulting from any of these at any time. 7. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: Page 23 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in a. above or in a settlement we agree to. 8. "Employee" includes a "leased worker." "Employee" does not include a "temporary worker." 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Impaired property" means tangible property, other than "your product" or "your work," that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract agreement; if such property can be restored to use by: (1) The repair, replacement, adjustment or removal of "your product" or "your work"; or (2) Your fulfilling the terms of the contract or agreement. 11. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employees," of any "auto." However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees." g. That part of any other contract or agreement pertaining to your business (including an Page 24 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraphs f. and g. do not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury' or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; (2) That pertains to the loan, lease or rental of an "auto" to you or any of your "employees," if the "auto" is loaned, leased or rented with a driver; or (3) That holds a person or organization engaged in the business of transporting property by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority. 12. "Leased worker' mans a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker." 13. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto." 14. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: Page 25 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos." 15. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 16. "Personal and advertising injury" means injury, including consequential "bodily injury," arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement." 17. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, Page 26 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) reconditioned or reclaimed. 18. "Products -completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 19. "Property damage" means: (a) Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or (b) Loss of use of tangible property that is not physically injured. All such loss shall be deemed to occur at the time of the 'occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 20. "Retained limit" is the amount stated in the Declarations as such. If the policies of "underlying insurance" do not apply to the 'occurrence" or offense, the insured shall retain this amount as self-insurance with respect to: (a) 'Bodily injury" or "property damage" caused by each 'occurrence"; or (b) "Personal and advertising injury" sustained by any one person or organization. Page 27 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) The "retained limit" does not apply to "occurrences" or offenses which would have been covered by "underlying insurance" but for the exhaustion of applicable limits. 21. "Suit" means a civil proceeding in which damages because of "bodily injury," "property damage," or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: (a) An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or (b) Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent or the "underlying insurer's" consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Ultimate net loss" means the total sum, after reduction for recoveries or salvages collectible, that the insured becomes legally obligated to pay as damages by reason of settlement or judgments or any arbitration or other alternate dispute method entered into with our consent or the "underlying insurer's" consent. 24. "Underlying insurance" means any policies of insurance listed in the Declarations under the Schedule of Underlying Insurance and includes: a. Any renewal or replacement of such policies; and b. Any other insurance available to the insured. 25. "Underlying insurer" means any insurer which provides any policy of insurance listed in the Schedule of Underlying Insurance or any other insurance available to the insured. 26. "Volunteer worker" means a person who is not your "employee," and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 27. "Your product" means: a. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (1) You; (2) Others trading under your name; or (3) A person or organization whose business or assets you have acquired; and b. Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. "Your product" includes: (a) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (b) The providing of or failure to provide warnings or instructions. Page 28 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) "Your product" does not include vending machines or other property rented to or located for the use of others but not sold. 28. "Your work" means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. "Your work" includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, or performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Page 29 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission.