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22-035.00 Spokane Valley HUB: 2022 Lodging Tax Grant 22-035.00 TOURISM PROMOTION AGREEMENT WITH THE CITY OF SPOKANE VALLEY AND Spokane Valley HUB THIS AGREEMENT is made by and between the City of Spokane Valley,a non-charter code City of the State of Washington,hereinafter referred to as"City,"and Spokane Valley HUB,hereinafter referred to as "Entity,"jointly referred to as "Parties." DEFINITIONS 1. Tourism Promotion. "Tourism promotion"means activities,operations,and expenditures designed to increase tourism, including but not limited to advertising,publicizing,or otherwise distributing information for the purpose of attracting and welcoming tourists;developing strategies to expand tourism; operating tourism promotion agencies;and funding the marketing of or the operation of special events and festivals designed to attract tourists. 2. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of the City of Spokane Valley which is allocated to Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for City and Entity to promote tourism in the Spokane Valley. City agrees to make funds available to Entity for the purpose of tourism promotion in an effort to attract visitors and create business and revenue in the City of Spokane Valley. 2. Administration. The City Manager or his designee shall administer and be the primary contact for Entity regarding terms of this Agreement. For good cause, as solely determined by City, City may direct that Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations. Entity shall use the funds received from City for tourism promotion and advertising solely for the purposes and in accordance with the proposal submitted by Entity to the City, attached as Exhibit 1 and incorporated herein by reference. Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. City shall not be obligated to and shall not provide any funds for uses other than those set forth in the proposal. City has relied upon the representations made by Entity in the proposal. By execution of this Agreement, Entity represents that the funds will be used for tourism promotion as defined by this Agreement in accordance with all current laws, rules, and regulations and solely for the purposes set forth in the proposal attached as Exhibit 1. No substitutions of purpose or use of the funds shall be made without the written consent of City. City shall make decisions and carry out its other responsibilities in a timely manner. 4. Reporting. RCW 67.28.1816 includes reporting requirements for the Entity and the City on the use of funds distributed pursuant to this Agreement and the estimated and actual number of increased visitors. These reports are required to be provided from the Entity to City and from the City to the Joint Legislative Audit and Review Committee(JLARC). The following provisions allow the Entity and City to meet their respective requirements under RCW 67.28.1816. Page 1 of 10 22-035.00 A. Estimated Increase in Visitors. As part of the Entity's proposal,the Entity provided a completed Exhibit 2 to the City with an estimate of the number of visitors resulting from the use of funds under this Agreement. The City shall not be obligated to reimburse Entity for any expenses or distribute any funds under this Agreement until Exhibit 2 is fully completed and submitted to the City. B. Final Report on Increase in Visitors. Upon completion of the tourism promotion as specified in Exhibit 1 of this Agreement,the Entity shall complete a report substantially in the form of Exhibit 3 and provide to the City a final report of the number of visitors resulting from the use of funds under this Agreement and expenditures and uses of funds under this Agreement. The number of visitors shall be based on an actual count,or if it is not practical to make an actual count, a good faith best-estimate of the number of visitors resulting from the use of funds under this Agreement. The final report shall describe the methods used to determine the actual number of visitors, or in the event such numbers were determined from an estimate, the methods used to determine such estimates. The City shall notify Entity by January 15,2023 of a reasonable deadline for Entity to complete and submit required reporting to the City. C. City Reporting. The City shall provide the Entity's estimates in Exhibit 2 and final report in Exhibit 3 to JLARC prior to the 2022 reporting deadline set by JLARC. 5. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Entity will accept modifications consistent with state and local law when directed orally or in writing by the City Manager or his designee. 6. Term of Contract. This Agreement shall be in full force and effect upon full execution and shall remain in effect until terminated either by Entity expending the allocated City funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 30-days written notice to the other Party or with no notice upon a determination by the City that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination,City shall cease and desist from distributing any further funds to Entity for work performed or otherwise. 7. Compensation. City agrees to reimburse Entity for out-of-pocket costs incurred in an amount not to exceed $55,000. The Parties agree that such amount is contingent upon the City receiving sufficient lodging tax revenues from the tax imposed pursuant to SVMC 3.20.010(A). In the event that lodging taxes are not sufficient, the compensation amount shall be modified based on amounts actually collected by the City and available for disbursement at the time of the request. 8. Payment. City shall reimburse Entity periodically upon presentation of an invoice to City. Entity shall be responsible for providing written evidence demonstrating that the City funds were used for tourism promotion for the purposes set forth in the proposal.Accordingly,the City shall not reimburse any expenses until Entity provides the City's required summary/cover sheet, a detailed description of the services, goods, or other costs incurred and expended, as well as copies of the invoices and receipts and proof of payment for which Entity is requesting reimbursement. For any payroll related reimbursement requests, a description of the work performed for the hours being requested must be submitted,along with any timesheets or similar payroll documents. In the event no invoice was provided to Entity, Entity shall provide an affidavit under penalty of perjury as to the detailed description of the use of the funds expended. Qualified expenditures shall be incurred in calendar year 2022 and paid by Entity no later than January 15, 2023. City shall not reimburse any expenditures incurred prior to or after calendar year 2022 or paid after January 15, 2023. The proof of expenses and payment shall be forwarded to the Finance Director at the below stated address no later than January 21,2023. Page 2 of 10 22-035.00 City reserves the right to withhold payment of funds under this Agreement which is determined in the reasonable judgment of the City Manager or his designee to be noncompliant with the scope of work,City standards, and City ordinances, or federal or state law. All payments shall be subject to the availability of funds at the time the request is made. 9. Notice. Notice shall be given in writing as follows: TO CITY: TO ENTITY: Name: Chelsie Taylor,Finance Director Name: Phil Champlin,Executive Director Phone Number: 509-720-5040 Phone Number: 509-927-0602 Address: 10210 E. Sprague Avenue Address: PO Box 604 Spokane Valley,WA 99206 Greenacres, WA 99016 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state,and local laws,ordinances,and regulations. 11. Relationship of the Parties. It is understood, agreed, and declared that Entity, its employees, agents, and assigns shall be an independent contractor and not the agent or employee of City; that City 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 Entity. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Entity. Entity shall be solely responsible for the conduct and actions of all employees of Entity under this Agreement and any liability that may attach thereto. 12. 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 Entity's records with respect to all matters covered in this Agreement. 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 Agreement for a period of three years from the date final payment is made hereunder. 13. Insurance. Entity 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 Entity, its agents,representatives,employees,or subcontractors. A.Minimum Scope of Insurance. Entity 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)form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary,the policy shall be endorsed to provide contractual liability coverage. If use of vehicles pursuant to the Agreement is only incidental,and Entity will not transport any persons not directly related or affiliated with Entity,then Entity is only required to have automobile liability insurance to meet at least minimum Washington state requirements. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations, stop-gap independent contractors, and personal injury and advertising injury. City shall be named as an additional insured under Entity's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. Page 3 of 10 22-035.00 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Entity shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than $1,000,000 per accident. If Entity will not use its vehicles in the performance of this Agreement, automobile liability insurance is only required to meet Washington statutory minimum requirements. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 for each occurrence,and$2,000,000 for general aggregate. C.Other Insurance Provisions. The policies are to contain,or be endorsed to contain,the following provisions for automobile liability, professional liability, and commercial general liability insurance: 1. Entity's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of Entity's insurance and shall not contribute with it. 2. Entity shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Entity. 3. If Entity maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Entity, irrespective of whether such limits maintained by Entity are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Entity. 4. Failure on the part of Entity to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days'notice to Entity to correct the breach,immediately terminate the Agreement, or at its sole discretion,procure or renew such insurance and pay any and all premiums in connection therewith,with any sums so expended to be repaid to City on demand,or at the sole discretion of the City,offset against funds due Entity from the City. 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 Agreement, Entity shall furnish acceptable insurance certificates to the City at the time Entity returns the signed Agreement, which shall be Exhibit 4. The certificate shall specify all of the parties who are additional insureds, and shall 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. Entity shall be financially responsible for all pertinent deductibles, self-insured retentions,and/or self-insurance. 14. Indemnification and Hold Harmless. Entity shall,at its sole expense,defend,indemnify and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors or omissions in the services Page 4 of 10 22-035.00 provided by Entity, Entity's agents, subcontractors, subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. Entity's duty to defend, indemnify and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees pursuant to RCW 4.24.115. Entity's duty to defend, indemnify and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of(a) City or City's agents or employees, and (b) Entity, Entity's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Entity,Entity's agents, subcontractors, subconsultants and employees. Entity's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney,outside consultant costs,court costs,fees for collection,and all other claim-related expenses. Entity specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Entity's waiver of immunity under this provision extends only to claims against Entity by City,and does not include,or extend to,any claims by Entity's employees directly against Entity. Entity hereby certifies that this indemnification provision was mutually negotiated. 15. 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. A waiver in one instance shall not be held to be a 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. 16. Assignment and Delegation. Neither Party may assign,transfer or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 17. Subcontracts. Except as otherwise provided herein, Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 18. Confidentiality. Entity may, from time to time, receive information which is deemed by the City to be confidential. Entity shall not disclose such information without the prior express written consent of the City or upon order of a Court of competent jurisdiction. 19. Jurisdiction and Venue. This Agreement is entered into in Spokane County,Washington. Disputes between the City and Entity shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing,Entity agrees that it may,at the City's request,be joined as a party in any arbitration proceeding between the City and any third party that includes a claim or claims that arise out of,or that are related to Entity's services under this Agreement. Entity further agrees that the Page 5 of 10 22-035.00 Arbitrator(s) decision therein shall be final and binding on Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 20. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 21. 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 signed by the Parties hereto. 22. Anti-kickback. No officer or employee of 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. 23. 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. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: Exhibit 1: Entity's Proposal—on file with the City Clerk Exhibit 2: Estimated Increases in Number of Visitors—incorporated in proposal Exhibit 3: Final Report on Number of Visitors—to be provided at close of grant project Exhibit 4: Insurance Certificates The Parties have executed this Agreement this day of ‘"vAC Y carp ,2022. CITY OF SPOKANE VALLEY Entity: i r Jo n Hohman, City Manager APPROVED AS TO FORM: By: PK,l C i a wy t,., Its: Authorized Representatives Office of 1�the City A ey Page 6 of 10 22-035.00 Exhibit 1 and 2 ON FILE WITH CITY CLERK Page 7 of 10 22-035.00 Exhibit 3 Final Report on Numbers of Visitors and Paid Room Nights Actual(or Estimated) Total Overall Attendance Select the method used to determine the attendance from the chart below. ** Attendees who traveled 50 miles or more to attend Total Of total, attendees who traveled from another state or country Select the method used to determine the attendance from the chart below. ** Attendees who stayed overnight Paid Accommodations Unpaid Accommodations Select the method used to determine the attendance from the chart below. ** Paid Lodging Nights* *one lodging night=one or more persons occupying one room for one night Select the method used to determine the attendance from the chart below. ** *JLARC defines the Paid Lodging Night as "One Lodging night= one or more persons occupying one room for one night" Page 8 of 10 22-035.00 **Methods in determining actual or estimated number of visitors and/or paid room nights: Direct Count: Actual count of visitors using methods such as paid admissions or registrations, clicker counts at entry points, vehicle counts or number of chairs filled. A direct count may also include information collected directly from businesses, such as hotels, restaurants or tour guides, likely to be affected by an event. Indirect Count: Estimate based on information related to the number of visitors such as raffle tickets sold, redeemed discount certificates, brochures handed out, police requirements for crowd control or visual estimates. Representative Survey: Information collected directly from individual visitors/participants. A representative survey is a highly structured data collection tool, based on a defined random sample of participants, and the results can be reliably projected to the entire population attending an event and includes margin of error and confidence level. Informal Survey: Information collected directly from individual visitors or participants in a non-random manner that is not representative of all visitors or participants. Informal survey results cannot be projected to the entire visitor population and provide a limited indicator of attendance because not all participants had an equal chance of being included in the survey. Structured Estimate: Estimate produced by computing known information related to the event or location. For example, one jurisdiction estimated attendance by dividing the square footage of the event area by the international building code allowance for persons (3 square feet). Other: (please describe) Page 9 of 10 22-035.00 Exhibit 3 - continued Use of Funds Please complete the following table with amount of funds received under this Agreement, Entity matching amounts for the same event, festival, or purpose, and total amount spent for each category: GRANT AMOUNT ENTITY CATEGORY RECEIVED MATCH TOTAL To be filled out by Public/Municipal Agencies: 1. Municipality tourism marketing $ $ $ 2. Municipality event and festivals $ $ $ 3. Municipality facilities (operations and capital) $ $ $ To be filled out by Non-Profit Agencies: 4. Non-municipal entities promoting and advertising tourism $ $ $ 5. Non-municipal entities for marketing and operating events and festivals $ $ $ 6. Non-municipal entities for operations of tourism-related facilities owned by non-profit organizations $ $ $ TOTALS $ $ $ Page 10 of 10 t SPOKVAL-12 KBRADLEY ACORO DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 11/11/2021 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 NAME: Alliant Insurance Services,Inc. HONE 818 W Riverside Ave Ste 800 (A///C,,No,EXt):(509)325-3024 FAX n c,No):(509)325-1803 E-MASpokane,WA 99201 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Philadelphia Indemnity Insurance Company 18058 INSURED INSURER B: Spokane Valley HUB INSURER C: 19619 E Cataldo Ave INSURER D: Liberty Lake,WA 99016 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 LTRINSD WVD (MMIDD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X PHPK2345961 11/7/2021 11/7/2022 PREMSES((Eaoccu encel $ 300,000 MED EXP(Any one person) $ PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 3,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ ANY AUTO PHPK2345961 11/7/2021 11/7/2022 BODILY INJURY(Per person) $ - OWNED - SCHEDULED _ AUTOS ONLY _ AUTOS BODILY INJURY(Per accident) $ X HIRED X NON-OWNED PROPERTY DAMAGE _ AUTOS ONLY _ AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N PHPK2345961 11/7/2021 11/7/2022 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MFMBgEER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 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) City of Spokane Valley is Additional Insured with respect to General Liability if required by written contract per Endorsement#PIAS009 0404 attached 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. 10210 E Sprague Ave Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE c.± ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI-AS-009 (04/04) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are 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. Throughout this endorsement the words "you"and "your" refer to the Named Insured shown in the Declarations. The words"we," "us"and "our" refer to the Company providing this insurance. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE The following is a summary of the Limits of Insurance and additional coverage provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. A. Supplementary Payments—Bail bonds increased to$2,500/Loss of earnings increased to$500 each day; B. Tenant's Legal Liability—for Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers—Limit increased to $300,000; C. Broadened Definition of Who Is An Insured; D. Amended Duties In the Event Of Occurrence, Claim Or Suit; E. Broadened definition of Advertising Injury—includes Televised Or Videotaped Publication; F. Amended definition of Bodily Injury to include Mental Anguish; G. Broadened definition of Personal Injury—includes Abuse Of Process/Discrimination; H. Amended Unintentional Failure To Disclose Hazards; I. Amended Liberalization Clause J. Added Employee Indemnification Defense Coverage— We will pay up to$25,000 in defense costs for an "employee"in a criminal proceeding(subject to established criteria); K. "Property Damage"-Removed exclusion for"Property damage"resulting from the use of reasonable force to protect persons or property; L. Added blanket Additional Insured—Funding Source; M. Added blanket Additional Insured—Managers or Lessors of Premises; N. Non-owned Watercraft—coverage length is increased to 58 ft. Page 1 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc., used with its permission. PI-AS-009 (04/04) A. Supplementary Payments In the Supplementary Payments—Coverages A. and B. provision: 1. The limit for the cost of bail bonds is changed from $250 to$2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. B. Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers 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: 1. The Limits of Insurance section of the Declarations as the Fire Damage Limit. That limit: a. Is changed subject to all the terms of Limit of Insurance (Section III)to the greater of: (1) $300,000; or (2) The amount shown in the Declarations as the Fire Damage Limit. b. Subject to a. above is the most we will pay to 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. 2. The last paragraph of Coverage A. (Section I)after the Exclusions; 3. Paragraph 6. of Limits of Insurance (Section III); 4. Paragraph b.(1)(b)of the Other Insurance Condition (Section IV); and 5. Paragraph a. of the definition of"insured contract." C. Who Is An Insured Who Is An Insured (Section II) is changed as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period. D. Duties In The Event Of Occurrence, Claim Or Suit 1. The requirement in Condition 2.a. (Conditions, Section IV)that you must see to it that we are notified as soon as practicable of an"occurrence"or an offense, applies only when the "occurrence"or offense is known to: (a) You, if you are an individual; (b) A partner, if you are a partnership; or (c) An executive officer or insurance manager, if you are a corporation. Page 2 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc., used with its permission. PI-AS-009 (04/04) 2. The requirement in Condition 2.b.that you must see to it that we receive notice of a claim or "suit"as soon as practicable will not be considered breached unless the breach occurs after such claim or"suit" is known to: (a) You, if you are an individual; (b) A partner, if you are a partnership; or (c) An executive officer or insurance manager, if you are a corporation. E. Advertising Injury—Televised Or Videotaped Publication 1. The definition of"Personal and Advertising Injury" items 14.d., e., f. and g. is changed to read: "Personal and Advertising Injury" means injury arising out of one or more of the following offenses: d. Oral, written, televised or videotaped publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, televised or videotaped publication of material that violates a person's right of privacy; f. Misappropriation of advertising ideas or style of doing business; or g. Infringement of copyright,title or slogan. 2. 2. Exclusions b. and c. of Coverage B., Personal And Advertising Injury Liability, are changed to read: b. (2)Arising out of oral, written,televised or videotaped publication of material, if done by or at the direction of the insured with knowledge of its falsity; c. (3)Arising out of oral, written,televised or videotaped publication of material whose first publication took place before the beginning of the policy period. F. Bodily Injury—Mental Anguish The definition of"bodily injury" is changed to read: "Bodily injury": a. Means 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. G. Personal Injury—Abuse Of Process/Discrimination If Personal and Advertising Injury Liability Coverage (Coverage B.) is not otherwise excluded from this Coverage Part: 1. The definition of"Personal and Advertising Injury" is changed by: Page 3 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc., used with its permission. PI-AS-009 (04/04) a. Revising Item b. of that definition to read: Malicious prosecution or abuse of process; b. Adding the following: "Personal Injury" also means discrimination based on race, color, religion, sex, age or national origin, except when: (1) Done intentionally by or at the direction of, or with the knowledge or consent of: (a) Any insured; or (b) Any executive officer, director, stockholder, partner or member of the insured; or (2) 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; or (3) Directly or indirectly related to the sale, rental, lease or sub-lease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or (4) Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The insurance afforded by G.1.b. above does not apply to fines or penalties imposed because of discrimination. H. Unintentional Failure To Disclose Hazards 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. I. Liberalization 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. J. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS—COVERAGES A AND B the following is added: 3. We will pay on your behalf defense costs incurred by an "employee" in a criminal proceeding. However, you must have a prior written agreement with such "employee"whereby you agree to indemnify the "employee"for such defense costs and the agreement includes a provision for repayment of defense costs in the event of an adverse judgment. 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 number of employees, claims or"suits"brought or persons or organizations making claims or bringing "suits." Page 4 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc., used with its permission. PI-AS-009 (04/04) K. Extended "Property Damage" SECTION I—COVERAGES, COVERAGE A, 2. Exclusions a. is deleted 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. L. Additional Insured—Funding Source Under SECTION II—WHO IS AN INSURED the following is added: Any person or organization with respect to their liability arising out of: a. Their financial control of you; or b. 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. M. Additional Insured—Managers or Lessors of Premises Under SECTION II—WHO IS AN INSURED the following is added: Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased to you subject to the following additional exclusions: This insurance does not apply to: a. Any`occurrence"which takes place after you cease to be a tenant in that premises. b. Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. N. Non-owned Watercraft SECTION I—COVERAGES,2. Exclusions, paragraph g. (2) is amended to read as follows: (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. Page 5 of 5 PHILADELPHIA INDEMNITY INSURANCE COMPANY Includes copyright material of the Insurance Services Office, Inc., used with its permission.