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19-200.00 Greater Spokane Inc: Economic Development Svcs I1-Zoo Agreement for Economic Development Services City of Spokane Valley,2020 OVERVIEW OF GSI: GSI works to connect businesses to valuable relationships and resources, drive business and community initiatives to improve our region, and advocate for business with a unified voice. GSI convenes,coordinates,facilitates and leads economic development efforts that: • Drive the creation of a highly skilled workforce that meets the future needs of employers; • Increase the number of jobs; • Grow our residents'average household income; • Support innovation through the creation and growth of entrepreneurship and business start- ups; • Expand area businesses through increased access to information and resources that will lead to greater customer exposure and greater success;and • Improve the fiscal health of our communities through increased commerce leading to increased tax revenues. PURPOSE OF AGREEMENT: The purpose of this AGREEMENT is to memorialize the understanding and intended collaboration between the CITY OF SPOKANE VALLEY(hereinafter referred to as"the JURISDICTION")and GREATER SPOKANE INCORPORATED (hereinafter referred to as "GSI") (collectively referred to as the "PARTIES")to further economic development activities for the JURISDICTION and the Spokane region. As set forth further in Paragraph 6,this AGREEMENT establishes only a collaborative relationship between GSI and JURISDICTION, and GSI is only obligated to the extent the terms of this AGREEMENT provide. The PARTIES acknowledge that this AGREEMENT is intended to promote and support acts relating to economic development as authorized by RCW 35.21.703 and RCW 36.01.085. This AGREEMENT establishes a sequential financial investment in the economic development activities of GSI consisting of: (1)BASE INVESTMENT, (2) ECONOMIC DEVELOPMENT PARTNERSHIP SERVICES, (3)ADDITIONAL INVESTMENT FOR ECONOMIC DEVELOPMENT SERVICES(specific to JURISDICTION), and (4)SPECIAL PROJECTS(benefitting the entire region). JURISDICTIONS that agree to invest with GSI agree to invest in the order of economic development activities listed and further agree to fund the financial requirements of each category before proceeding to the next level of economic development activity. (1) BASE INVESTMENT: The Base Investment is an annual investment amount and recognizes the value of having an organization identified as coordinating economic development activities on behalf of the Jurisdiction and region. It recognizes those activities as; • advocating for a healthy business climate to provide businesses a competitive advantage over other communities, • assisting businesses located in the region with access to new services to enhance their revenues and profits, • advancing the development of a talented workforce, • advocating on behalf of business at the federal,state,and local levels, • supporting entrepreneurs and business startups, • supporting major contributors to the economy, and • communicating the value of the Spokane region to businesses considering expansion or relocation to the Spokane region. The Base Investment supports the costs of Greater Spokane Incorporated associated with performing the above-mentioned functions. Investor Partners can choose their level of investment. Consistent with GSI By-Laws,JURISDICTIONS investing at the Partner Level ($10,250-$24,999/yr)are entitled to : • An Ex-Officio position on the GSI Board of Trustees, • Participation in update meetings of the Associate Development Organization (ADO), • Participation in the CEO Exchange, • Invitation to attend the Olympia and DC Fly-ins, • Invitation to exclusive executive events, • Recognition in GSI Media, • Onsite GSI Executive Update. JURISDICTIONS can also choose higher levels of Base Investment. Those could include the Leaders Level ($25,000-$49,999/yr)and the Visionary Level ($50,000 and up/yr). The level of Base Investment for the JURISDICTION shall be that amount listed in Attachment A, attached hereto and incorporated herein by reference. (2) ECONOMIC DEVELOPMENT PARTNERSHIP SERVICES: The Economic Development Partnership Services ("EDPS") constitute the array of economic development activities as defined both in the GSI Strategic Plan and other activities necessary to support businesses operating in the Spokane region and those businesses wishing to expand or relocate to the Spokane region. They are itemized in more detail below under"Scope of Work". The cost of EDPS is based proportionately on the size of the JURISDICTION. The target rate is$0.50 per resident,adjusted annually,and based upon the United States Census Bureau's annual population estimate. For purposes of this calculation,the annual population estimate shall be the US Census Bureau's most recent estimate listed as of October 15t of the current calendar year. For the JURISDICTION,the US Census Bureau's population estimate for the contract period shall be the population listed in Attachment"A". Scope of Work The following activities shall be included in EDPS: • WORKFORCE-Grow education attainment rates,ensuring a talented and competitive workforce pipeline; o Build a robust system of career-connected learning by developing STEM skills and career awareness and exploration,for middle skill and knowledge-based careers in high- demand industries o Increase post-secondary access to credential and degree completion for traditional and non-traditional students o Support the development of a center for health and medical sciences education through advocacy,workforce development, and community capacity building • ADVOCACY-Convene and facilitate a unified voice on behalf of the business community,and to advocate for critical public policy and legislative priorities for the benefit of the regional economy; o Convene,draft, and advocate for legislative priorities at both the federal and state levels on behalf of business o Advocate for critical infrastructure necessary for economic development o Plan and implement a Joint Chambers'Olympia Fly-In to advocate for business priorities for the Spokane region o Plan and implement a Joint Chambers' DC Fly-In to advocate for business priorities for the Spokane region o Advocate for international trade policies that support local business efforts to expand their customer base o Provide access to the GSI Board of Trustees to educate the business community on key city projects and initiatives • BUSINESS STARTUP, RETENTION, & EXPANSION -Provide retention and expansion programs and business services; o Protect,advocate,and support the expansion of the military operations at Fairchild Air Force Base, recognizing it as the largest single-site employer in Eastern Washington o Assist the business community in qualifying for,and obtaining comprehensive contracting opportunities with federal,state,and local government agencies to maintain business growth and expansion o Connect entrepreneurs with resources and community support necessary to launch and grow new businesses o Provide a physical location and appropriate programming to ensure entrepreneur success • RECRUIT—Support the recruitment of high performance industries that provide significant wage opportunities; o In coordination with regional partners, respond to inbound recruitment opportunities to diversify and enhance the region's overall economic environment • Respond to inbound requests for information regarding the region • Prepare responses to inbound Request for Proposal's(RFP's)from businesses and site selectors o Coordinate regional responses to inquiries from the Washington State Department of Commerce directed to GSI as the designated Associate Development Organization (ADO) o Deploy outbound recruitment strategy based on core assets of the regional that target the health IT, aerospace, advanced manufacturing,and agribusiness industries. o Engage directly with site selectors and targeted companies to educate them about the advantages of the Spokane region o Leverage partnerships with local companies to identify companies that would augment or increase buildout of the manufacturing or life sciences supply chain in the region o Enhance the knowledge of the region by participating in and leading local, regional, and national industry association events, and attending networking and educational events. (3) ADDITIONAL INVESTMENT FOR ECONOMIC DEVELOPMENT SERVICES: The JURISDICTION may wish to collaborate and invest with GSI on additional economic development services specific to the JURISDICTION outside the EDPS. Those economic development services shall be mutually agreed upon by the parties and set forth in Attachment B, attached hereto and incorporated herein by reference. Examples may include, but are not limited to, industry gap analysis,workforce studies,or pursuit of specific grant opportunities. (4) SPECIAL PROJECTS: GSI may undertake specific projects or activities to benefit the entire region in which the JURISDICTION seeks to participate. Those projects and activities would be in addition to the terms set forth in this AGREEMENT. Examples include, but are not limited to, public opinion polling, economic development and industry studies,and infrastructure analysis. SPECIAL PROJECT: ADVANTAGE Spokane Partnership—The JURISDICTION agrees to continue partnering with other jurisdictions on the ADVANTAGE Spokane website as a virtual portal to external audiences that will provide information about the Spokane region. The Initiative entails three specific components: 1) Maintain the backbone of the website to provide updated features and information regarding the region; 2) Provide a link to a webpage of participating business development partners/jurisdictions, and; 3) Provide a teniplate 'webpage'for participating business development partners/jurisdictions to populate information specific to their entity. The entity shall be responsible and have authority to provide content, including text and pictures,for their specific webpage outside the scope of this initiative. The JURISDICTION'S contribution to this project is set forth in Attachment"A" and shall be billable upon execution of this AGREEMENT. General Terms for Agreement. 1.Term. This AGREEMENT shall be in full force and effect on January 1, 2020 and shall remain in effect until December 31, 2020. By mutual written consent,the PARTIES may extend the AGREEMENT for up to three additional one-year terms,which will commence on or about January 1st of each year and end on December 31 of that year. Either party may terminate this AGREEMENT for any reason whatsoever upon thirty(30) days written notice. In the event of termination through no fault of GSI,the JURISDICTION agrees to pay GSI for all services performed to the date of the AGREEMENT termination based upon a pro rata breakdown of the monthly monetary compensation as set forth in Attachment A. Provided, however, in the event of any material breach of any provision herein,the JURISDICTION may suspend GSI's provision of any services under the terms of this AGREEMENT upon twenty-four(24) hour notification. During the time frame of any such suspension,the JURISDICTION shall not be liable for the payment of any fees or pro rata portion thereof to GSI. For the purposes of this AGREEMENT, notice shall be deemed effective upon: (i)the day such notices are received when sent by personal delivery, (ii)the third day following the day on which the same have been deposited in the U.S. mail by first class delivery, postage prepaid addressed to the JURISDICTION or to GSI at the address set forth in Attachment A,or(iii)the next business day such notice is sent via e- mail to the e-mail provided for each PARTY in Attachment A. 2. Payment. GSI shall be paid monthly upon presentation of an invoice to JURISDICTION. JURISDICTION agrees to pay GSI within thirty(30)days of the JURISDICTION'S receipt of any reimbursement request. Invoices shall be submitted to the JURISDICTION at the address stated in Attachment A. GSI's reimbursement request is an acknowledgement that services have been rendered or that an advance payment is due and payable pursuant to fulfillment of obligations herein. The frequency of invoicing may be adjusted with the mutual consent of the PARTIES,and as specified herein in Attachment A. 3. Reporting. GSI shall provide a written report of its activities and progress as they pertain to the Scope of Work as set forth under Economic Development Partnership Services (EDPS)on a semi-annual basis. Additionally,GSI shall be available to present such information in person to the JURISDICTION on approximately the same frequency. The frequency of reporting and presentations may be adjusted with the mutual consent of the PARTIES. The frequency shall be set forth in Attachment A. 4. Compliance with Laws. The PARTIES, in the performance of this AGREEMENT, agree to comply with all applicable federal,state, and local laws and regulations to the extent that they may have any bearing on either party providing services under the terms of this AGREEMENT. 5. Certification Regarding Debarment,Suspension,and Other Responsibility Matters—Primary Covered Transactions: A. By executing this AGREEMENT, GSI certifies to the best of its knowledge and belief,that it: 1. Is not presently debarred,suspended, proposed for debarment,declared ineligible,or voluntarily excluded from covered transactions by any federal department or agency; 2. Has not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public(federal,state,or local)transaction or contract under a public transaction;violation of federal or state antitrust statutes or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records, making false statements,or receiving stolen property; 3. Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity(federal,state,or local)with commission of any of the offenses enumerated in paragraph (A)(2)of this certification;and 4. Has not within a three-year period preceding this application/proposal had one or more public transactions (federal,state, or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this AGREEMENT. 6. Relationship of the Parties: It is understood,agreed and declared that GSI shall be an independent contractor,and not the agent or employee of JURISDICTION, and JURISDICTION is interested in only the results to be achieved,and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of GSI. Any and all employees who provide services to JURISDICTION under this AGREEMENT shall be deemed employees solely of GSI,and are not entitled to any of the benefits that JURISDICTION provides to employees of JURISDICTION. GSI shall be solely responsible for the conduct and actions of all its agents,employees,servants,subcontractors or otherwise under this AGREEMENT and any liability that may attach thereto. 7. Records: GSI shall make available to JURISDICTION or the Washington State Auditor,or their duly authorized representatives, at any time during its normal operating hours, all records, books or pertinent information which GSI shall have kept in conjunction with this AGREEMENT,and which JURISDICTION may be required by law to make part of its auditing procedures,an audit trail,or which may be required for the purpose of funding the services provided under this AGREEMENT. 8. Insurance: GSI shall furnish and maintain all insurance as required herein and comply with all limits, terms and conditions stipulated therein,at their expense,for the duration of the AGREEMENT. The following is a list of the required AGREEMENT coverage requirements: GENERAL LIABILITY INSURANCE: GSI shall have Commercial General Liability with limits of $1,000,000.00 per occurrence,which includes general aggregate, products,completed operation, personal injury,fire damage and$5,000.00 medical expenses. ADDITIONAL INSURED ENDORSEMENT: General Liability Insurance must state that the JURISDICTION, it's officers,agents and employees,and any other entity specifically required by the provisions of this AGREEMENT will be specifically named additional insured(s)for all coverage provided by this policy of insurance and shall be fully and completely protected by this policy from all claims. Language such as the following should be used "[Name of JURISDICTION], it's Officers,Agents and Employees, are named as an Additional Insured with respect to this • MEMORANDUM OF AGREEMENT between Greater Spokane Incorporated and [Name of JURISDICTION]." WORKERS'COMPENSATION: If GSI has employees, it shall show proof of Workers' Compensation coverage by providing its State Industrial Account Identification Number. Provision of this number will be GSI's assurance that coverage is in effect. PROFESSIONAL LIABILITY INSURANCE: GSI shall provide errors&omissions coverage in the form of Professional Liability Coverage in the minimum amount of$1,000,000.00. Any exclusion to GSI's insurance policies that may restrict coverage required in the AGREEMENT's insurance requirements must be pre-approved by the Risk Management Officer of JURISDICTION. GSI's insurer shall have a minimum A.M. Best's rating of A-VII and shall be licensed to do business in the State of Washington. Evidence of such insurance shall consist of a completed copy of the certificate of insurance,signed by the insurance agent for GSI and a copy of any required endorsement(s) and returned to JURISDICTION. The insurance policy or policies will not be canceled,materially changed or altered without forty-five (45)days prior notice to JURISDICTION. The policy shall be endorsed and the certificate shall reflect that JURISDICTION is named as an additional insured on the GSI's general liability policy with respect to activities under the AGREEMENT. The policy shall provide and the certificate shall reflect that the insurance afforded applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company's liability. The policy shall be endorsed and the certificate shall reflect that the insurance afforded therein shall be primary insurance and any insurance or self-insurance carried by JURISDICTION shall be excess and not contributory insurance to that provided by GSI. GSI shall provide Certificate(s) of Insurance, meeting the requirements set forth herein,to JURISDICTION within 30 days of the execution of this AGREEMENT. Failure of GSI to fully comply with the insurance requirements set forth herein, during the term of the AGREEMENT,shall be considered a material breach of AGREEMENT and cause for immediate termination of AGREEMENT at JURISDICTION's discretion. Providing coverage in the above amounts shall not be construed to relieve GSI from liability in excess of such amounts. 9. Assignment: Neither PARTY shall assign,transfer, nor 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; provided, however,that this provision shall not be interpreted to restrict GSI's right to contract out with other entities to fulfill the services set forth in this AGREEMENT. 10. Confidentiality: By the nature of its mission and work outlined under Section 2 (Economic Development Partnership Services),Section 3 (Additional Investment for Economic Development Services),and Section 4(Special Projects), GSI routinely discusses and has access to the confidential information of persons not party to this Agreement("Third-Party"), including existing area businesses, potential new businesses,and area development project coordinators. As a result,GSI is often subject to the terms of non-disclosure/non-use agreements in carrying out its work. Accordingly, all such information,whether subject to a non-disclosure agreement or not,shall at all times be proprietary and the confidential information of GSI. Such information shall not be disclosed to any party, including without limitation,JURISDICTION,without the appropriate consent of the Third-Party and at the discretion of GSI. GSI may,from time to time, receive information from JURISDICTION,which is considered by JURISDICTION to be confidential and exempt from the applicable public disclosure laws. GSI shall not disclose such information without the prior express written consent of JURISDICTION or upon order of a court of competent jurisdiction. 'The PARTIES agree public records as defined in chapter 42.56 RCW are subject to viewing and copying upon request unless exempt from disclosure under the Public Records Act. JURISDICTION's promises of confidentiality cannot override its obligations under the Public Disclosure Act. Accordingly, in the event of receipt of a public records request for a document which was received by the JURISDICTION under this AGREEMENT,the JURISDICTION agrees to provide GSI with a copy of the public records request and its proposed response,taking into consideration the exemptions allowed under the Public Records Act and allow GSI a ten (10)day time frame to seek judicial relief to prevent disclosure. 11. Entire Agreement: This AGREEMENT constitutes the entire and complete agreement between the PARTIES and supersedes any prior oral or written agreements. No modification or amendment of this AGREEMENT shall be valid until the same is reduced to writing and executed with the same formalities as this present AGREEMENT. 12. Jurisdiction and Venue: This AGREEMENT is entered into in Spokane County,Washington and Washington law shall apply. Disputes between JURISDICTION and GSI shall be resolved in the Superior Court of the State of Washington in Spokane County. 13. Cost and Attorney's Fees: The PARTIES hereby expressly agree that in the event of litigation or other action brought to enforce the terms of the AGREEMENT, each party agrees to bear its own attorney's fees and costs. 14. No Exclusivity: This AGREEMENT is not an exclusive services agreement. GSI may take on other professional assignments while completing the work elements/tasks set forth herein. 15. Payment of Taxes: This AGREEMENT is for the employment of GSI as an independent contractor. GSI holds itself out as an independent contractor. GSI shall be solely responsible for paying any and all taxes associated with its business as related to this AGREEMENT. 16. Anti-kickback: No officer or employee of JURISDICTION, 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. 17. Business Registration: GSI shall be responsible for contacting the State of Washington Business License Services at http://bls.dor.wa.gov or 1-800-451-7985 to obtain a business registration. If GSI does not believe it is required to obtain a business registration, it may contact the JURISDICTION to request an exemption status determination. 18. 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. If at any time during the term Agreement, applicable state or federal statutes or regulations are amended, revised,or interpreted in such a manner as to require modification of the terms and conditions of this Agreement,this Agreement shall be deemed to be automatically amended to conform to the requirements of such statutes and regulations. 19. Execution in Counterparts. This Agreement may be executed in any number of counterparts,each of which so executed and delivered shall be deemed original, and such counterparts together shall constitute one instrument. 20. No Waiver. The failure of a party to object to or take affirmative action with respect to any conduct of another party which is in violation of the provisions of this Agreement'shall not be construed as a waiver of that violation or any future violations of the provisions of this Agreement. 21. Attachments: Attachments attached and incorporated into this AGREEMENT are: 1. Attachment"A", 2. Attachment"B" (if applicable), and 3. Insurance Certificates. IN WITNESS WHEREOF,the PARTIES have caused this AGREEMENT to be executed on date and year opposite their respective signatures. SPOKANE REGIONAL CHAMBER OF COMMERCE CITY OF SPOKANE VALLEY • &ECONOMIC DEVELOPMENT COUNCIL DBA GREATER SPOKANE INCORPORATED BYIDa119*A1'4?-* 1061 9 ' By 11(19AL Caltttrrtj,_IL/201 2,0 Signature Date Signature Date k\. s6), //ictrk Ca[Itou4 Type or Print Name Type or Print Name C-) D Ck A41/14(r Title Title Attest: Approved As To Form: _ 9 - - Pr -dbg Clerk CityAttorn 41 le ATTACHMENT A City of Spokane Valley Population Calculation: Via US Census Bureau (estimated July 1, 2018) 99,703 Fees: Base Investment $10,250.00 Economic Development Partnership Services (EDPS) The PARTIES acknowledge and aspire to eventually reach a goal of utilizing a rate of $0.50 per resident as a basis for payment under this funding category but recognize the ability to do so must be balanced against other budgetary considerations faced by the City each budget cycle. For the term of this AGREEMENT,the City of Spokane Valley agrees to utilize the following formula: Use 99,703 x$0.32847557=$32,750.00 $32,750.00 Special Projects—ADVANTAGE Spokane* $10,929.00 TOTAL ANNUAL FEE $53,929.00 Notices: All notices or other communications shall utilize the addresses set forth below for the PARTIES: GREATER SPOKANE INCORPORATED: CITY OF SPOKANE VALLEY: Alisha Benson Mark Calhoun Chief Executive Officer City Manager Greater Spokane Incorporated City of Spokane Valley 801 W Riverside,Suite 100 10210 E. Sprague Avenue Spokane,WA 99201 Spokane Valley,WA 99206 E-Mail Address: E-Mail Address: abenson@greaterspokane.org mcalhoun@spokanevalley.org Invoicing Frequency: (if other than that set forth in the AGREEMENT). Invoicing for"Special Projects— ADVANTAGE Spokane"shall occur upon ratification of the AGREEMENT. The balance shall be invoiced as set forth in the AGREEMENT. Reporting Frequency: (if other than that set forth in the AGREEMENT). The frequency of reporting and presentations shall be annually towards the end of the calendar year. Informal update meetings shall occur at the request of the JURISDICTION. Additionally, updates shall occur through information provided to the JURISDICTION'S representative to the Associate Development Organization's (ADO's) regularly scheduled meetings. ---+41 GREASPO-02 BPARKER ACORN" DATE(MM/DD/YYYY) 41.----- CERTIFICATE OF LIABILITY INSURANCE 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(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). coNTAcT Janelle Beauchemin PRODUCER NA E: Hub International Northwest LLC PHONE I PO Box 3144 (NC,No,Ext): FAX No): Spokane,WA 99220 E-MAIL ADDRESS:,anelle.beauchemin@hubinternational.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Philadelphia Indemnity Insurance Company 18058 INSURED INSURER B: Greater Spokane,Inc. INSURER C: 801 W Riverside Ave,Ste 100 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD wV0 IMM/DD/YYYY) IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR PHPK2003221 8/15/2019 8/15/2020 DAMAGE TO RENTED 100,000 X PREMISES(Ea occurence) $ MED EXP(Any one person) $ 5,000 PERSONAL 8 ADV INJURY $ 1'000'000 GEN'L AGGREGATE LIMIT APPLIES PERT GENERAL AGGREGATE $ 2'000'000 X POLICY LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: WA STOP GAP $ 1,000,000 COMBINED SINGLE LIMIT 1,000,000 A AUTOMOBILE LIABILITY (Ea accident) $ ANY AUTO _ PHPK2003221 8/15/2019 8/15/2020 BODILY INJURY(Per person) $ OWNED SCHEDULED _ AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X AUTOS ONLY X AUTOS ONLY (Per accident)DAMAGE $ $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE PHUB682924 8/15/2019 8/15/2020 AGGREGATE $ DEO X RETENTION$ 10,000 Aggregate $ 5,000,000 WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY FIRMM E CLE PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Errors&Omissions/P PHSD1412779 2/26/2019 2/26/2020 Errors&Omissions 1,000,000 DESCRIPTION OF OPERATIONS!LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) City of Spokane Valley is listed as an Additional Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y P ACCORDANCE WITH THE POLICY PROVISIONS. I 10210 E Sprague Avenue Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVEZ 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 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 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. ©2011 Philadelphia Indemnity Insurance Company P_I-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. ©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 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. 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. ©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