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23-173.00 Destination Marketing Services AgreementContract No. 23-173 AGREEMENT FOR SERVICES Marketing Media Group, LLC dba 116 & West THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Marketing Media Group, LLC dba 116 & West, hereinafter "Consultant," jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein, the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services, attached as Exhibit A. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services, schedule, and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services, stop work, and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed -upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City -furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant will accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by December 31, 2024, unless the time for performance is extended in writing by the Parties. City may, at its option, enter into up to three annual renewals for such amounts and for such marketing services as agreed by the parties upon recommendation by the Tourism Promotion Area Agreement for Services (without professional liability coverage) Page 1 of 8 Contract No. 23-173 Commission then approval by the City Council. Either Party may terminate this Agreement for material breach after providing the other Party with at least 30 days' prior notice and an opportunity to cure the breach. City may, in addition, terminate this Agreement for any reason by 30 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant a flat fee of $813,500.00, (which includes Washington State Sales Tax if any is applicable) as full compensation for everything done under this Agreement, as set forth in Exhibit B. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below -stated address. City reserves the right to withhold payment under this Agreement for that portion of the work (if any) which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: Name: Marci Patterson, City Clerk Phone: (509) 720-5000 Address: 10210 East Sprague Avenue Spokane Valley, WA 99206 TO THE CONSULTANT: Name: Carolyn Lodge, 116 & West Phone: (208) 841-5788 Address: 805 W. Idaho Street, Suite 300 Boise, Idaho 83702 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs, construction documents, and services shall conform to all federal, state, and local statutes and regulations. 7. Certification Res!ardin Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of 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; Agreement for Services (without professional liability coverage) Page 2 of 8 Contract No. 23-173 3. Are 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. Have 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. 8. Relationship of the Parties. It is understood and agreed that Consultant 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 Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, drawings, images, or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. Consultant will retain right to utilize client work for the sole purpose of agency promotion, except that any use of client work for agency promotion shall not include the use of the City logo without prior authorization pursuant to chapter 1.06 S VMC. 10. 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 Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, 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. 11. Insurance. Consultant 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 Consultant, its agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages described below: 1. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 0001. Agreement for Services (without professional liability coverage) Page 3 of 8 Contract No. 23-173 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 Consultant'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. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and $2,000,000 general aggregate. C. Other Insurance Provisions. The Consultant's policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self -insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant 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 Consultant, irrespective of whether such limits maintained by Consultant 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 Consultant. 4. Failure on the part of Consultant 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 Consultant 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 Consultant 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, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, Agreement for Services (without professional liability coverage) Page 4 of 8 Contract No. 23-173 evidencing the insurance requirements of the Agreement before commencement of the work. 12. Indemnification and Hold Harmless. Consultant 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, 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 provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right, or authority to waive any of the conditions or provisions of this Agreement. 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. 14. 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. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time -to -time, receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that an arbitrator's decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. 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). Agreement for Services (without professional liability coverage) Page 5 of 8 Contract No. 23-173 19. 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. 20. 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. 21. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. Consultant shall comply with the federal laws set forth in subsection G, below ("Pertinent Non -Discrimination Authorities") relative to non-discrimination in federally -assisted programs as adopted or amended from time -to -time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Consultant, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports. Consultant shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, regulations, and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, Consultant shall so certify to the City or the WSDOT, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of a Consultant's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including, but not limited to: 1. Withholding payments to Consultant under the Agreement until Consultant complies; and/or 2. Cancelling, terminating, or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. Consultant shall include the provisions of paragraphs of these Contract Clauses in every subcontract, including procurements of materials and leases of Agreement for Services (without professional liability coverage) Page 6 of 8 Contract No. 23-173 equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Consultant shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, Consultant may request that the City enter into any litigation to protect the interests of the City. In addition, Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non -Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Federal -Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal - aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§12131- 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures Non-discrimination against Agreement for Services (without professional liability coverage) Page 7 of 8 Contract No. 23-173 minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq.). 22. Business Registration. Prior to commencement of work under this Agreement, Consultant shall register with the City as a business if it has not already done so. 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: A. Scope of Services B. Fee proposal C. Insurance Certificates The Parties have executed this Agreement this%th day of September 2023. CITY OF VOKANE VALLEY Consultant: 116 & West Qk_ . "14" A T\ W John H an, City Man r By: Its: Carolyn Lodge, Partner/COO APPROVED AS TO FORM: • • 7fthe city Attorney Agreement for Services (without professional liability coverage) Page 8 of 8 (7TY OF. 0000--O-'� �74fley- Exhibit A: Scope of Work- Tourism Marketing Services Date September 20, 2023 Prepared for 116 & West Project Name Destination Tourism Marketing Services Implementation I Execution Plan The following initiatives are the foundation of the implementation period through December 31, 2024. Budgets have been developed for each section as Not to Exceed (NTE) figures. Additional discovery and detailed workplans and/or media plans will be developed for initiatives where appropriate, such as paid media campaigns, website development and outside production for the asset library. 2023 Initiatives & Tasks Timeline Fees 1. Brand Development & Identity Package August - $40,000 • Naming November 2023 • Mark(s) • Color palette, font selection • Art direction • Brand style guide • Could include design of signage: o Landmark / Entrance Artwork o Production to be scoped separately 2. Campaign Creative Concept and Development September - $29,750 Campaign concepting for overarching creative concept to December 2023 be applied across all campaigns and media tactics • Selection of primary campaign concept • Messaging • Art direction • Creative execution (for fall and winter campaigns) o Copywriting o Design • Campaign design across digital media tactics 3. Development of Asset Library September 2023 $30,000 In conjunction with outside production partners as — December necessary. All assets to be owned by the City of Spokane 2023 Valley. • Seasonal assets (Fall / Winter) • Photography • Videography • Drone footage 4. Development of Virtual Visitor Center October 2023- $35,000 Virtual resource to house all information and collateral December 2023 materials. Could include: • Events and attractions o Local event calendar o Regional event calendar • Virtual map: hotels, food and drink scene, etc. • Trail guides • Interactive features, such as "Build your agenda" o Season o Reason for travel o Areas being visited o With children / without children 5. Collateral Support October 2023 — $44,625 Establish priority of materials with city staff December 2023 • Design of collateral suite o Printed materials could include: ■ Visitor's guide ■ Scavenger hunt ■ Map of the Valley ■ Promoting local sports teams • Assets for Virtual Visitor Center 6. Website Development August 2023 — $60,000 A separate scope of work will be developed to identify December 2023 technical specifications including site map, functionality, content, and accessibility. • UI/UX strategy & design • Discovery • Strategic recommendations o Site Map o Wireframes • Content development • Design • Custom website development • Programming • Testing • Launch • SEO and analytics configuration 7. Social Media Properties September 2023 $25,000 Management fee — December • Account setup for social platforms 2023 o Identify priority of social account development. Could include: o Instagram o Facebook o Setup and brand accounts with new identity • Content calendar o Development of quarterly content calendar ■ Weekly spotlights ■ Highlighting hotels, local events, restaurants, etc. ■ Outdoor/recreational content ■ Regularly scheduled sports -centered content ■ Event promotion • Development of social media guide and staff training • Identify hashtag opportunities and usage • Asset development • Execution of monthly content o Design o Copy • Channel management o Posting o Social listening o Direct message responses, if necessary o Monthly reporting 8. Local brand launch campaign September 2023 $25,000 Considerations include: — December • Paid social campaign 2023 o Partnership with local social influencer (Dependent on ■ Influencer and business -owner brand engagement development o Follower building and event date) o Promotional tie-in • Experiential campaign to support brand launch o Launch party 9. Spokane Sports Support September 2023 $13,000 Specific items for budget allocation will be prioritized in — December collaboration with Spokane Sports. Items may include: 2023 • Owned media promotion • Marketing collateral development could include: o Athlete guides o Event promotion/support • Development of resources and templates 10. Paid Media Campaigns October 2023 — $60,000 Specific media plans to be developed by campaign to December 2023 include tactics, flight dates and budget • Seasonal -specific tourism campaign(s) o Fall o Winter • Always -on Paid Search • Event/interest-specific tourism campaign(s) • Small -mid meeting/convention planner specific campaign(s) • Sports marketing campaign(s) • Campaign management o Campaign set-up and launch o Ongoing campaign optimization o Weekly check-in(s) o Monthly deep dive(s) o Campaign reporting and analytics 11. Strategic Account Management August 2023 - $37,625 Management Fee December 2023 • Ongoing strategy and account planning o Budget management • Project management across all initiatives • Comprehensive business review o Ongoing reporting and analytics o STIR data o Partnership metrics and success o Progress reporting with Spokane Sports o Creative performance • Annual analysis & planning o Asses current landscape o Update recommendations based on analytics and new resources o Development of annual budget 2023 Total $400,000.00 2024 Initiatives & Tasks Timeline Fees 1. Development of Asset Library January 2024 — $30,000 In conjunction with outside production partners as December 2024 necessary. All assets to be owned by the City of Spokane (ongoing to Valley. accommodate • Seasonal assets • Photography • Videography • Drone footage seasonal production) 2. Ongoing Website Support April 2024 — $45,000 Management fee includes: December 2024 • Annual hosting • Monthly website maintenance • SEO and LBL management • Retainer for ongoing content updates o Blog development o Copywriting o Graphics 3. Social Media Properties January 2024— $60,000 Management fee December 2024 • Account setup for social platforms o Identify priority of social account development. Could include: o Instagram o Facebook o Setup and brand accounts with new identity • Content calendar o Development of quarterly content calendar ■ Weekly spotlights ■ Highlighting hotels, local events, restaurants, etc. ■ Outdoor/recreational content ■ Regularly scheduled sports -centered content ■ Event promotion • Development of social media guide and staff training • Identify hashtag opportunities and usage • Asset development • Execution of monthly content o Design o Copy • Channel management o Posting o Social listening o Direct message responses, if necessary o Monthly reporting 4. Spokane Sports Support January 2024 — $15,000 Specific items for budget allocation will be prioritized in December 2024 collaboration with Spokane Sports. Items may include: • Owned media promotion • Marketing collateral development could include: o Athlete guides o Event promotion/support • Development of resources and templates 12. Campaign Creative Development January 2024 - $20,000 • Creative execution December 2024 o Copywriting o Design • Campaign design across digital media tactics 5. Paid Media Campaigns January 2024 - $170,000 Media plans to be developed for each campaign December 2024 • Seasonal -specific tourism campaign(s) o Fall o Winter • Always -on Paid Search • Event/interest-specific tourism campaign(s) • Small -mid meeting/convention planner specific campaign(s) • Sports marketing campaign(s) • Campaign management o Campaign set-up and launch o Ongoing campaign optimization o Weekly check-in(s) o Monthly deep dive(s) o Campaign reporting and analytics 6. Strategic Account Management January 2024- $73,500 Management fee December 2024 • Ongoing strategy and account planning o Budget management • Project management across all initiatives • Comprehensive business review o Ongoing reporting and analytics o STR data o Partnership metrics and success o Progress reporting with Spokane Sports o Creative performance • Annual analysis & planning o Asses current landscape o Update recommendations based on analytics and new resources o Development of annual budget 2024 Total $413,500.00 TOTAL CONTRACT AMOUNT $813,500.00 Reporting and Analytics The consultant will provide the following information in a summary report at the end of the contract period: • A summary of tasks completed by the consultant that were identified and supported in the contract. Please explain how these tasks impacted the ability of 116 & West to achieve its goals and support future initiatives with the City. • Campaign reporting o Metrics include clicks, impressions, clickthrough rate, etc. • Social media reporting • SEO / Web reporting • Comprehensive business review o Ongoing reporting and analytics o STIR data o Partnership metrics and success o Progress reporting with Spokane Sports o Creative performance Exhibit B: Fee Payment The Consultant shall invoice the City in monthly installments and reflect the progression of work identified in Exhibit A (Scope of Work). Each invoice shall summarize in detail tasks completed under the various work headings, as identified in the Scope of Work and Timeline (Exhibit A) for the period identified in the invoice. A final invoice will NOT be paid until all work identified in Exhibit A (Scope of Work) is completed and a summary document is provided to the City. The total amount paid for all work completed, as identified in Exhibit A (Scope of Work), shall not exceed $813,500.00. 7 MARKMFD-02 AWII 1 FTS '44c4cw�Rtr CERTIFICATE OF LIABILITY INSURANCE DATD/YYYY) 4/12/212/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 26480 HUB International Mountain States Limited 2600 Rose Hill Suite 101 Boise, ID 83705 CONTACT NAME: NCNNo, EMI: (208 433-1000 FAX ( ) (A/C, Nol:(866) 898-4905 E-MDRAIL DESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A: Tri-State Insurance Company of Minnesota 31003 INSURED INSURER B :Atlantic Specialty Ins. Co. 27154 Marketing Media Group LLC; dba One Sixteen & West; dba: Digital Vault; dba Davies Moore; dba 116 and West INSURER C : 805 W Idaho St. Ste 300 INSURER D : INSURER E : Boise, ID 83702-8917 INSURER F : COVERAGES rFRTIFIrATF NI IMRFR• cc11101nsr K11 IRADM3. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRTYPE OF INSURANCE ADDL p SUER POLICY NUMBER POLICY EFF POLICY EXP M D LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE [X] OCCUR X X CPA6032953 11/12/2022 11/12/2023 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED E E a occurrence) PREMISES $ 300,000 MED EXP (Any oneperson) $ 10,000 PERSONAL &ADV INJURY $ Excluded GEN'L X AGGREGATE LIMIT APPLIES PER: POLICY ❑ PRO- JECT LOC GENERALAGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS AiJT OS ONLY AUUTOS ONLY X X CPA6032953 11/12/2022 11/12/2023 COM�BIItlEeDSINGLELIMIT (EaX $ 1,000,000 BODILY INJURY Per person)$ BODILY INJURY Per accident $ A? cEcadent AMAGE $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE CPA6032953 11/12/2022 11/12/2023 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED I X I RETENTION$ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NHI If yes, describe under N/A PER OTH- STAT TE ER E.L. EACH ACCIDENT $ E.L. DISEASE - FA EMPLOYE $ E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below B Errors & Omissions MEP27876-22 4/24/2022 4/24/2023 Limit 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is requiredl City of Spokane Valley is listed as Additional Insured with regards to the General Liabilty and Auto Liability on a primary and non-contributory basis, and Waiver of subrogation applies when required by written contract per forms CG0492, CGO529 and CA0419 City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE _ y0 AI.VKLJ AD tLU-ID/UJ) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO CL CA 0149 06 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE EXPANSION ENDORSEMENT - PLATINUM This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to the coverages provided by this endorsement, the provisions of the Business Auto Coverage Form apply unless modified by this endorsement. A. NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following is added to Paragraph A.1. Who Is An Insured of Section 11 - Covered Autos Liability Coverage: Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company or any organization excluded either by this Coverage Part or by endorsement, and over which you maintain ownership or majority interest of more than 50 percent will qualify as a Named Insured. However: 1. This insurance does not apply to any newly acquired or formed organization that is an "Insured" under any other automobile policy or would be an "insured" under such policy but for its termination or the exhaustion of its Limit of Insurance. 2. Coverage does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT The following is added to Paragraph A.1., Who Is An Insured of Section 11 - Covered Autos Liability Coverage: "property damage": because of the conduct of an "insured" under Paragraphs a. or b. under Paragraph A.I. Who Is An Insured of Section II - Covered Autos Liability Coverage, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto'; 2. The written contract or agreement described above must have been executed prior to the "accident" that caused the "bodily injury" or "property damage" and be in effect at the time of such "accident' 3. The insurance afforded to any such additional "insured" does not apply to any "accident" beyond the period of time required by the written contract or agreement described above; 4. The most we will pay on behalf of such additional "insured(s)' is the lesser of: a. The Limits of Insurance specified in the written contract or agreement described above; or b. The Limits of Insurance shown in the Declarations. This provision shall not increase the Limit of Insurance shown in the Declarations in this policy or coverage part; and 5. The following changes are made to Paragraph 5. Other Insurance of B. General Conditions under Section IV - Business Auto Conditions: When you have agreed in a written contract or a. The following is added to Paragraph 5.a.: agreement to include a person or organization as If required by the written contract or an additional "insured", such person or organization is included as an "Insured" subject to agreement described above, the the following: insurance afforded to the additional insured under this provision will be 1. Such person or organization is an additional primary to, and will not seek contribution "insured" only to the extent such person or from, the additional insured's own organization is liable for "bodily injury" or insurance. CL CA 0149 06 17 Includes copyrighted material of Insurance Services Page 1 of 5 Office, Inc., with its permission b. Paragraph 5.c. is deleted in its entirety. 6. Paragraph A.1.c. under Section II - Covered Autos Liability Coverage is deleted in its entirety. 7. The definition of "insured contract" under Section V - Definitions is amended to add the following: An "insured contract" does not include that part of any contract or agreement: That pertains to the ownership, maintenance or use of an "auto" and which indemnifies a person or organization for other than the vicarious liability of such person or organization for "bodily injury" or "property damage" caused by your operation or use of a covered "auto". However, a person or organization is an additional "insured" under this provision only to the extent such person or organization is not named as an "insured" by separate endorsement to this policy. C. EMPLOYEES AS INSUREDS The following is added to Paragraph A.I. Who Is An Insured Section li - Covered Autos Liability Coverage: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. INCREASED COVERAGE - BAIL BONDS The Supplementary Payments Coverage Extension of Section II - Covered Autos Liability Coverage is amended as follows: The Limit of Insurance in paragraph A.2.a.(2) is increased to $5,000. E. INCREASED COVERAGE - LOSS OF EARNINGS The Supplementary Payments Coverage Extension of Section II - Covered Autos Liability Coverage is amended as follows: The Limit of Insurance in paragraph A.2.a.(4) is increased to $1,000. F. FELLOW EMPLOYEE COVERAGE The Fellow Employee Exclusion contained in Section 11- Covered Autos Liability Coverage does not apply. This coverage is excess over any other collectable insurance. 2. We will also pay reasonable and necessary expenses to facilitate the return of the stolen "auto" to you. 3. It is agreed and understood and it is our stated intent that expenses incurred by you under the Transportation Expenses Coverage Extension will not also be covered or paid under the Rental Reimbursement Coverage provided by this endorsement or any rental reimbursement coverage added by separate endorsement to this policy. H. EXTENDED COVERAGE - AIRBAGS The following is added to Exclusion B.3.a. of Section III - Physical Damage Coverage: However, this exclusion does not apply to the unintended discharge of an airbag. This coverage is excess over any other collectible insurance or warranty providing such airbag coverage. I. AUTO LOAN/LEASE GAP COVERAGE The following is added to Section III - Physical Damage Coverage, Paragraph C. Limits of Insurance. 4. In the event of a total "loss" to a covered "auto", we will pay the lesser of: a. Any unpaid amount due on the lease or loan for a covered "auto", less: (1) The amount under the Physical Damage Coverage section of the policy; and (2) Any: (a) Overdue lease/loan payments at the time of the "loss'; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the lessor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases; or G. COVERAGE EXTENSION - TRANSPORTATION b. $5,000. EXPENSES However, this provision does not apply to the Paragraph AA.a. Transportation Expenses of extent loan/lease gap coverage has been Section III - Physical Damage Coverage is provided by separate endorsement to this amended as follows: policy. 1. The Limits of Insurance are increased to $75 per day to a maximum of $2,500. Page 2 of 5 Includes copyrighted material of Insurance Services CL CA 0149 06 17 Office, Inc., with its permission J. GLASS REPAIR - NO DEDUCTIBLE The following is added to Paragraph D. Deductible of Section III - Physical Damage Coverage: Any Comprehensive Coverage deductible shown in the Declarations does not apply to 'loss" to glass when you elect to patch or repair rather than replace the glass. K. INCREASED COVERAGE - ELECTRONIC EQUIPMENT The $1,000 limit indicated in Paragraph CA.b. under Section III - Physical Damage Coverage is increased to $2,500. L. EXTENDED COVERAGE - PERSONAL PROPERTY The following is added to Paragraph A.4. Coverage Extensions of Section III - Physical Damage Coverage: Physical Damage Coverage on a covered "auto" may be extended to 'loss" to your personal property or, if you are an individual, the personal property of a family member, that is in the covered "auto" at the time of "loss" and caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". The insurance provided by this coverage extension is excess over any other collectible insurance. The most we will pay for anyone "loss" under this coverage extension is $500. However, our payment for "loss" to personal property will only be for the account of the owner of the property. Under this provision, personal property does not include and we will not pay for "loss" of currency, coins, securities or contraband. No deductible applies to this coverage extension. M. TOWING Paragraph A.2. Towing of Section III - Physical Damage Coverage, is replaced by the following: If a private passenger type "auto" or light truck "auto" (0-10,000 Lbs. GVW) is provided both Comprehensive and Collision Coverage, we will pay up to $150 for towing and labor costs incurred each time such "auto" is disabled. If a medium, heavy or extra -heavy truck or extra -heavy Truck - tractor "auto" (greater than 10,000 Lbs. GVW) is provided both Comprehensive and Collision Coverage, we will pay up to $250 for towing and labor costs incurred each time such "auto" is disabled. However, the labor must be performed at the place of disablement. N. FIRE EXTINGUISHER RECHARGE When fire extinguishers are kept in your covered "auto" and any are discharged in an attempt to extinguish a fire, we will pay the lesser of the actual cost of recharging or replacing such fire extinguisher(s). No deductible applies to this coverage. O. HIRED AUTO PHYSICAL DAMAGE COVERAGE The following is added to Paragraph A.4. Coverage Extensions of Section III - Physical Damage Coverage: If hired "autos" are covered "autos" for Covered Autos Liability Coverage and if Physical Damage Coverage is provided for any "auto" you own, then the Physical Damage coverages provided are extended to "autos" you lease, rent, hire or borrow from someone other than your "employees", partners or members of their households subject to the following: 1. The most we will pay in any one 'loss" is the lesser of: a. The actual cash value of the "auto"; b. The cost to repair or replace the "auto'; or c. $100,000. 2. Paragraph 1. above is subject to a deductible. The deductible shall be equal to the amount of the highest deductible shown for any owned "auto" of the same classification for that coverage. In the event there is no owned "auto" of the same classification, the highest deductible for any owned "auto" will apply for that coverage. No deductible will apply to 'loss" caused by fire or lightning. 3. Hired Auto Physical Damage Coverage is subject to the following: a. If symbol 8 is shown in the Covered Auto section of the Declarations page for any of the Physical Damage coverages, then the Hired Auto Physical Damage coverage described in this endorsement does not apply. b. Other than indicated in Paragraphs a. directly above, coverage provided under this provision will be excess over any other collectible insurance or coverage. 4. In addition to the limit set forth in Paragraph 1. above we will pay up to $500 per day, to a maximum of $3,500 per 'loss" for: a. Any costs or fees associated with the "foss" to a hired "auto'; and The following is added to Paragraph A.4. b. Loss of use of the hired "auto", provided it Coverage Extensions of Section IV - Physical is the consequence of an "accident" for Damage Coverage: which you are legally liable, and as a CL CA 0149 OS 17 Includes copyrighted material of Insurance Services Page 3 of 5 Office, Inc., with its permission result of which a monetary loss is sustained by the leasing or rental concern. However, Paragraph AA.b. Loss of Use Expenses under Section III - Physical Damage Coverage of the Business Auto Coverage Form does not apply. P. RENTAL REIMBURSEMENT COVERAGE We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto". 1. Payment applies in addition to the otherwise applicable amount of each coverage you have on the covered "auto". 2. No deductible applies to this coverage. 3. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the expiration date of the policy, with the lesser of the following number of days: a. The number of days when the covered "auto" has been repaired or replaced, or b. 45 days. 4. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses incurred; or b. Not more than $75 for any one day; 5. We will pay up to an additional $300 for the reasonable and necessary expenses you incur to remove your materials and equipment from the covered "auto" and replace such materials and equipment on the rental "auto". 6. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 7. if "loss" results from the total theft of a covered "auto" of the "private passenger type", we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the Physical Damage Coverage Extension of the Business Auto Coverage Form or any endorsements thereto. However, this provision does not apply to the extent that rental reimbursement is provided by separate endorsement to this policy. Q. DRIVE OTHER CAR COVERAGE (1) You, if you are designated in the Declarations as an individual; (2) Your partners or members, if you are designated in the Declarations as a partnership or joint venture; (3) Your members or managers, if you are designated in the Declarations as a limited liability company; (4) Your executive officers if you are designated in the Declarations as an organization other than an individual, partnership, joint venture or limited liability company; and (6) The spouse of any person named in Paragraphs 1.a.(1), through 1.a.(4) while a resident of the same household; Except: (a) Any "auto" owned by that individual or by any member of his or her household. (b) Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 2. Changes In Auto Medical Payments And Uninsured And Underinsured Motorists Coverages The following is added to Who Is An Insured: Any individual named in 1.a above and his or her "family members" are "insured" while "occupying" or while a pedestrian when being struck by any "auto" you don't own except: Any "auto" owned by that individual or by any "family member". 3. Changes In Physical Damage Coverage Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in Q.1.a. above or his or her spouse while a resident of the same house -hold except: a. Any "auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 1. The following is added to Section If - Covered 4. The most we will pay for the total of all Autos Liability Coverage: damages under Covered Autos Liability Uninsured Motorists Coverage and a. Any "auto" you don't own, hire or borrow Underinsured Motorists Coverage is the Limit is a covered "auto" for Liability Coverage Of Insurance shown in the Declarations as while being used by; applicable to owned "autos". Page 4 of 5 Includes copyrighted material of Insurance Services CL CA 0149 06 17 Office, Inc., with its permission 5. Our obligation to pay for, repair, return or replace damaged or stolen property under Physical Damage Coverage, will be reduced by a deductible equal to the amount of the highest deductible shown for any owned private passenger type "auto" applicable to that coverage. If there are no owned private passenger type "autos", the deductible shall be $250 for Comprehensive Coverage and $500 for Collision Coverage. No deductible will apply to "loss" caused by fire or lightning. 6. Additional Definition As used in this DRIVE OTHER CAR Provision: "Family member" means a person related to the individual named in 1.a. by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. R. KNOWLEDGE OF AN ACCIDENT, CLAIM, SUIT OR LOSS The following is added to Paragraph A.2. of Section IV - Business Auto Conditions: Your obligation to provide prompt notice of an "accident", claim, "suit" or "loss" is satisfied if you or a person designated by you to be responsible for insurance matters is notified of, or in any manner made aware of an "accident", claim, "suit" or "loss" and provides us such notice as soon as practicable S. WAIVER OF SUBROGATION BY CONTRACT OR AGREEMENT The following is added to Paragraph A.6 of Section IV - Business Auto Conditions: We waive any right of recovery we may have against a person or organization because of payments we make for "bodily injury" or "property damage" when you and such person or organization have agreed in writing in a contract or agreement to waive such right of recovery, provided: 1. Such written contract or agreement was: a. Made prior to the "accident" or "loss" resulting in the covered "bodily injury" or "property damage"; and b. Was in effect at the time of the covered "bodily injury" or "property damage". 2. The covered "bodily injury" or "property damage" must arise out of the operations specified in such written contract or agreement. 3. At our request you must provide us with a copy of the aforementioned written contract or agreement. T. UNINTENTIONAL OMISSIONS The following is added Paragraph 13.2. of Section IV - Business Auto Conditions: If you fail to disclose any hazards existing at the inception date of this policy, such failure will not prejudice the coverage provided to you. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. U. LIBERALIZATION If we revise this endorsement to provide greater 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. CL CA 0149 06 17 Includes copyrighted material of Insurance Services Page 5 of 5 Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY CL CG 04 92 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ULTRA PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGE EXTENSIONS Provision Name Of Coverage Extension Included or Limit of Insurance A. Miscellaneous Additional Insureds Included B. Expected Or Intended Injury Or Damage Included C. Knowledge Of Occurrence Included D. Legal Liability — Damage To Premises Rented To You (Fire, Lightning, Explosion, Smoke, Or Leakage From Automatic Fire Protective Systems) $300,000 E. Medical Payments $10,000 F. Mobile Equipment Redefined Included G. Newly Formed Or Acquired Organization, Partnership Or Limited Liability Company And Extended Period Of Coverage Included H. Who Is An Insured —Amendment Included I. Non -Owned Watercraft (Increased to maximum length of less than 51 feet Included J. Supplementary Payments — Increased Limits 1. Bail Bonds 2. Loss Of Earnings $ 3,000 $ 1,000 K. Unintentional Omission Or Unintentional Error In Disclosure Included L. Waiver Of Transfer Of Rights Of Recovery Against Others Included M. Liberalization Clause Included N. Incidental Medical Malpractice Included The above is a summary only. Please consult the specific provisions that follow for complete information on the extensions provided. The provisions of the Commercial General Liability additional insured on your policy, provided Coverage Part apply except as otherwise provided in that: this endorsement. This endorsement applies only if a. The written contract or written agreement such Coverage Part is included in this policy. is: A. MISCELLANEOUS ADDITIONAL INSUREDS 1. Section II — Who Is An Insured is amended to include as an Insured any person or organization (referred to as an additional insured below) described in Paragraphs A.1.c.(1) through A.1.c.(8) below when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an (1) Currently in effect or becoming effective during the term of this policy; and (2) Fully executed by you and the additional insured prior to the "bodily injury", "property damage" or "per- sonal and advertising injury". CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 7 with its permission b. The insurance afforded by this provision does not apply to any person or organization included as an additional insured by a separate endorsement issued by us and made a part of this policy or coverage part. c. Only the following persons or organi- zations are additional insureds under this provision, with coverage for such additional insureds limited as provided herein: (1) Managers Or Lessors Of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and 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 con- struction or demolition operations performed by or on behalf of such additional insured. (2) Mortgagee, Assignee Or Receiver A mortgagee, assignee, or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a covered premises by you. This insurance does not apply to structural alterations, new con- struction or demolition operations performed by or on behalf of such additional insured. (3) Owners Or Other Interests From Whom Land Has Been Leased An owner or other interest from whom land has been leased to you but only with respect to liability arising out of the ownership, mainte- nance or use of that part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (a) Any 'occurrence" which takes place after you cease to lease that land. (b) Structural alterations, new con- struction or demolition operations performed by or on behalf of such additional insured. (4) Lessor Of Leased Equipment Any person(s) or organization(s) from whom you lease equipment but only with respect to liability for "bodily injury", "property damage" or "per- sonal and advertising injury" caused, In whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). A person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such leased equipment ends, This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. (5) State, Municipality, Governmental Agency Or Subdivision Or Other Political Subdivision — Permits Or Authorizations Relating To Premises Any state, municipality, govern- mental agency or subdivision or other political subdivision subject to the following additional provisions: (a) This insurance applies only with respect to: (i) The following hazards for which the state, municipality, governmental agency or subdivision or other political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: (1.1) The existence, maintenance, repair, construction, erection or removal of adver- tising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 7 with its permission (1.2) The construction, erec- The insurance afforded the tion or removal of vendor does not apply to: elevators; or (1) "Bodily injury" or "property (1.3) The ownership, main- damage" for which the tenance or use of any vendor is obligated to pay elevators covered by damages by reason of the this insurance. assumption of liability in a (11) Operations performed by you written contract or written or on your behalf for which agreement. This exclusion the state, municipality, does not apply to liability for governmental agency or damages that the vendor subdivision or other political would have in the absence of subdivision has issued a the written contract or written permit or authorization. agreement; (b) This insurance does not apply to (11) Any express warranty unau- "bodily injury", "property dam- thorized by you; age" or "personal and advertising (111) Any physical or chemical injury" arising out of operations change in the product made performed for the state, munici- intentionally by the pality, governmental agency or vendor; subdivision or other political subdivision. (iv) Repackaging, except when unpacked solely for the (6) Controlling Interest purpose of inspection, Any person(s) or organizationwith demonstration, testing, or thes) a controlling interest in the Named substitution of parts under under Insured but only with respect to their instructs instructions from the manu- liability arising out of: and then facrepackaged in the original (a) Their financial control of you; or container; (b) Premises they own, maintain or (v) Any failure to make such control while you lease or occupy inspections, adjustments, these premises. tests or servicing as the This insurance does not apply to vendor has agreed to make structural alterations, new con- or normally undertakes to make in the usual course of struction or demolition operations business, in connection with performed by or for such person(s) the distribution or sale of the or organization(s). products; (7) Co -Owner Of Insured Premises (vi) Demonstration, installation, A co-owner of a premises co -owned servicing or repair opera - by you and covered under this tions, except such operations insurance but only with respect to the performed at the vendor's co -owner's liability as co-owner of premises in connection with such premises. the sale of the product; (8) Vendors (vi!) Products which, after distri- (a) Any person(s) or organizationbution or sale by you, have been labeled or relabeled or (referred to as vendor), but only used la a container, part or with respect to "bodily injury" or "property damage" arising out of ingredient of any other thing or substance by or for the "your products" which are vendor; or distributed or sold in the regular course of the vendor's business. CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 7 with its permission (viii) "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. How- ever, this exclusion does not apply to: (1.1) The exceptions contained in Sub- paragraphs (iv) or (vi); or (1.2) Such inspections, ad- justments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in con- nection with the distribution or sale of the products. (b) This insurance does not apply to any insured person or organi- zation, from whom you have acquired products, or any Ingredient, part or container, entering into, accompanying or containing such products. 2. With respect to coverage provided by this Provision A. Miscellaneous Additional Insureds, the following additional provisions apply: a. Any insurance provided to an additional insured designated under Paragraphs A.1.c.(1) through A.1.c.(8) above does not apply: (1) To "bodily injury" or "property damage" included within the "products -completed operations hazard"; or (2) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. b. The insurance afforded to such additional insured only applies to the extent permitted by law. 3. With respect to the insurance afforded to the additional insureds within this Provision A. Miscellaneous Additional Insureds, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement; or b. Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. B. EXPECTED OR INTENDED INJURY OR DAMAGE Exclusion 2.a. Expected Or Intended Injury of Section I — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: a. Expected Or Intended Injury Or Damage "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. C. KNOWLEDGE OF OCCURRENCE Paragraph 2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions is deleted and replaced by the following: a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A manager, if you are a limited liability company; or (4) An "executive officer" or the "employee" designated by you to give such notice, if you are an organization other than a partnership or a limited liability company. c. The insurance afforded to such additional To the extent possible, notice should include: Insured will not be broader than that which you are required to provide by the (i) How, when and where the "occurrence" written contract or written agreement. or offense took place; CL CG 04 92 0916 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 7 with its permission (ii) The names and addresses of any injured persons and witnesses; and (111) The nature and location of any injury or damage arising out of the "occurrence" or offense. D. LEGAL LIABILITY — DAMAGE TO PREMISES RENTED TO YOU (Fire, Lightning, Explosion, Smoke, Or Leakage From Automatic Fire Protective Systems) If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. Under Section I — Coverage A — Bodily Injury And Property Damage Liability, the last paragraph (after the exclusions) is deleted and replaced by the following: Exclusions c. through n. do not apply to dam- age by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. 2. The paragraph immediately after Sub- paragraph j.(6) of Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. 3. Paragraph 6. of Section III — Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a. $300,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations, 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. This limit will apply to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, "smoke", leakage from automatic fire protective systems, or other covered causes of loss or any combination thereof. 4. Subparagraph b.(1)(a)(1i) of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions is deleted and replaced by the following: (11) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; 5. Subparagraph a. of Definition 9. "Insured contract" of Section V — Definitions is deleted and replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, 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". 6. As used in this Provision D. Legal Liability — Damage To Premises Rented To You: "Smoke" does not include smoke from agricultural smudging, industrial operations or "hostile fire". E. MEDICAL PAYMENTS If Coverage C — Medical Payments is not otherwise excluded from this policy or coverage part, the Medical Expense Limit is changed, subject to the terms of Section III - Limits Of Insurance, to the greater of: a. $10,000; or b. The Medical Expense Limit shown in the Declarations. F. MOBILE EQUIPMENT REDEFINED is the most we will pay under Coverage Subparagraph f.(1) of Definition 12. "Mobile A for damages because of "property damage" to premises while rented to equipment" of Section V —Definitions is deleted and replaced by the following: CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 7 with its permission (1) Equipment with a gross vehicle weight of 1,000 pounds or more and designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; G. NEWLY FORMED OR ACQUIRED ORGANIZA- TION, PARTNERSHIP OR LIMITED LIABILITY COMPANY AND EXTENDED PERIOD OF COVERAGE Paragraph 3. of Section 11— Who Is An Insured is deleted and replaced by the following: 3. Any organization you newly acquire or form, other than a joint venture, and over which you maintain ownership or: a. Majority interest of more than 50% if you are a corporation; b. Majority interest of more than 50% as a general partner of a newly acquired or formed partnership; and/or c. Majority interest of more than 50% as an owner of a newly acquired or formed limited liability company; will qualify as a Named Insured if there is no other similar insurance available to that organization. However, for these organiza- tions: (1) Coverage under this provision is afforded only until the next anniversary date of this policy's effective date after you acquire or form the organization, partnership or limited liability company, or the end of the policy period, whichever is earlier; (ii) Section I — Coverage A — Bodily Injury And Property Damage Liability does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization, partnership or limited liability company; (111) Section I — Coverage B — Personal And Advertising Injury Liability does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization, partnership or limited liability company; (iv) Coverage applies only when operations of the newly acquired organization, partnership or limited liability company are the same or similar to the operations of insureds already covered under this insurance; (v) Coverage only applies for those limited liability companies who have established a date of formation as recorded within the filed state articles of organization, certificates of formation or certificates of organization; and (vi) Coverage only applies for those part- nerships who have established a date of formation as recorded within a written partnership agreement or partnership certificate. H. WHO IS AN INSURED — AMENDMENT The last paragraph of Section 11 — Who Is An Insured is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any: a. Current partnership or limited liability company, unless otherwise provided for under Paragraph 3. of Section 11 — Who Is An Insured; b. Current joint venture; or c. Past partnership, joint venture or limited liability company; that is not shown as a Named Insured in the Declarations. 1. NON -OWNED WATERCRAFT Subparagraph (2) of Exclusion 2.9. Aircraft, Auto Or Watercraft of Section I — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge. J. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS Section I — Supplementary Payments — Coverages A And B is changed as follows: 1. The limit shown in Paragraph 1.b. for the cost of bail bonds is changed from $250 to $3,000; and 2. The limit shown in Paragraph 1.d. for loss of earnings because of time off from work is changed from $250 a day to $1,000 a day. CL CG 04 92 0916 Includes copyrighted material of Insurance Services Office, Inc.,. Page 6 of 7 with its permission K. UNINTENTIONAL OMISSION OR UNINTEN- TIONAL ERROR IN DISCLOSURE The following provision is added to Paragraph 6. Representations of Section IV — Commercial General Liability Conditions: However, the unintentional omission of, or unintentional error in, any information given or provided by you shall not prejudice your rights under this insurance. This provision does not affect our right to collect additional premium or to exercise our right of cancellation or non -renewal. L. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" and included in the "products -completed operations hazard" when you have agreed in a written -contract or written agreement that any right of recovery is waived for such person or organization. This waiver applies only to the person(s) or organization(s) agreed to in the written contract or written agreement and is subject to those provisions. This waiver does not apply unless the written contract or written agreement has been executed prior to the "bodily injury" or "property damage". However, if any person or organization is separately scheduled on a separate waiver of transfer of rights of recovery which is attached to this policy, then this waiver does not apply. M. LIBERALIZATION CLAUSE The following is added to Section IV — Commercial General Liability Conditions: If we adopt a mandatory attachment form change which broadens coverage under this edition of the Commercial General Liability CG0001 for no additional charge, and those changes are intended to apply to all insureds under this edition of CG0001, that change will automatically apply to your insurance as of the date we Implement the change in your state. This liberalization clause does not apply to changes implemented through introduction of a subsequent edition of the Commercial General Liability form CG0001. N. INCIDENTAL MEDICAL MALPRACTICE 1. Paragraph 2.a.(1)(d) of Section II — Who Is An Insured does not apply to a physician, nurse practitioner, physician assistant, nurse, emergency medical technician or paramedic employed by you if you are not in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 2. This provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow Paragraph 4.b. of Section IV — Commercial General Liability Conditions. CL CG 04 92 0916 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission COMMERCIAL GENERAL LIABILITY CL CG 05 29 0518 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ULTRA PLATINUM ENHANCEMENT COVERAGES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM A. The following coverage is added: ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS INCLUDING PRIMARY NON-CONTRIBUTORY 1. Section II - Who is An Insured is amended to include as an additional insured any person(s) or organization(s) for whom you are required by virtue of a written contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. 2. The insurance provided to the additional insured is limited as follows: a. Such person or organization is an additional insured only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" caused in whole or in part by: (1) Acts or omissions of the Named Insured; or (2) The acts or omissions of those acting on behalf of the Named Insured; in the performance of the Named Insureds work for the additional insured(s) specified In the written contract provided the contract or agreement requires you to provide the additional insured such coverage and is: i. Currently in effect or becomes effective during the term of this policy; and ii. Was executed prior to the "bodily injury", "property damage" or "personal and advertising injury". b. If the written contract specifically requires you to provide additional insured coverage via the 10/01 edition of CG2010 (aka CG 20 10 10 01) or via the 11/85 edition of CG2010 (aka CG 20 10 11 85), then in paragraph 2.a. above, the words caused in whole or in part by are replaced by the words arising out of. c. The insurance afforded to such additional insured only applies to the extent permitted by law; and d. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. e. This insurance ends at the earliest of the following times: (1) When any Named Insured(s) work called for in the written contract has been completed (2) When all of any Named Insured(s) work done at a job site has been completed if the written contract calls for work at more than one job site (3) When that part of any Named Insured's work done at a job site has been put to its intended use by any person or organization other than the Named Insured or those acting on the Named Insured(s) behalf. Work that may need service, maintenance, correction, repair or replacement, but is otherwise complete, will be treated as completed. f. This insurance does not apply to any additional insured scheduled on your policy by separate endorsement. g. For purposes of paragraph A. of this endorsement the terms "you" and "your" refer to the Named Insured shown in the Declarations. CL CG 05 29 0518 Includes copyrighted material of Insurance Services Page 1 of 3 Office, Inc., with its permission. 3. Exclusions With respect to the insurance afforded to these additional insureds, the following additional exclusions apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of: a. The rendering of or failure to render any professional services by you or on your behalf, but only with respect to either or both of the following operations: (1) Providing engineering, architectural or surveying services to others in your capacity as an engineer, architect or surveyor; and (2) Providing, or hiring independent professionals to provide, engineering, architectural or surveying services in connection with construction work you perform. b. Subject to Paragraph c. below, professional services include: (1) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (2) Supervisory or inspection activities performed as part of any related architectural or engineering activities. c. Professional services do not include services within construction means, methods, techniques, sequences and procedures employed by you or performed by or for the construction manager, its employees or its subcontractors in connection with your ongoing operations. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 5. Other Insurance For purposes of this endorsement, the following is added to the Section IV - Commercial General Liability Conditions, 4. Other Insurance condition and supersedes any provision to the contrary: This insurance is excess of all other insurance available to an additional insured whether on a primary, excess, contingent or any other basis. But, if required by a written contract or written agreement to be primary and noncontributory, this insurance will be primary to and will not seek contribution from any insurance on which the additional insured is a Named Insured. No other coverage or limit in the policy applies to loss or damage insured by this coverage. B. The following coverage is added; CONTRACTUAL LIABILITY - RAILROADS 1. With respect to operations performed for a Railroad within 50 feet of railroad property, the definition of "insured contract" in Section V - Definitlons is replaced by the following: 9. "Insured Contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "Insured contract": b. A sidetrack agreement; c. Any easement or license agreement; 4. Limits of insurance d. An obligation, as required by respect to the insurance afforded to these ordinance, to indemnify it municipality, With res P except in connection with work for a additional insureds, the following is added to municipality; Section III - Limits Of Insurance: If coverage provided to the additional insured e. An elevator maintenance agreement; is required by a contract or agreement, the f. That part of any other contract or most we will pay on behalf of the additional agreement pertaining to your business insured is the amount of insurance: (including an indemnification of a municipality in connection with work a. Required by the contract or agreement; or performed for a municipality) under Page 2 of 3 Includes copyrighted material of Insurance Services CL CG 05 29 0518 Office, Inc., with its permission which you assume the tort liability of another party to pay for "bodily injury" or property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of , any contract or agreement. Paragraph f. does not include that part of any contract or agreement: 1. Projects away from premises owned by or rented to you. 2. "Locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. (1) That indemnifies an architect, When paragraph B. Construction Project engineer or surveyor for injury or General Aggregate Limit on form CL CG 00 20 is damage arising out of: a part of this policy, then this endorsement (a) Preparing, approving or failing CL CG 05 29 paragraph C. Aggregate Limits Of to prepare or approve maps, Insurance does not apply. shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, Including those listed in Paragraph (1) above and supervisory, inspection, architectural or engineering activities. 2. Other Insurance For purposes of this endorsement, the following is added to the Section IV - Commercial General Liability Conditions, 4. Other Insurance condition and supersedes any provision to the contrary: This insurance is excess of all other insurance that is Railroad Protective Liability or similar coverage for "your work" performed for a Railroad. But, if required by a written contract or written agreement to be primary and noncontributory, this insurance will be primary to and will not seek contribution from any insurance on which the Railroad is a Named Insured. No other coverage or limit in the policy applies to loss or damage insured by this coverage. C. AGGREGATE LIMITS OF INSURANCE The General Aggregate Limit under SECTION III - LIMITS OF INSURANCE applies separately to each of your: CL CG 05 29 0518 Includes copyrighted material of Insurance Services Page 3 of 3 Office, Inc., with its permission r• STATE OF WASHINGTON Department of Labor & Industries Certificate of Workers' Compensation Coverage WA UBI No. L&I Account ID Legal Business Name Doing Business As Workers' Comp Premium Status: Estimated Workers Reported (See Description Below) Account Representative Licensed Contractor? September 20, 2023 604 902 846 303, 984-00 MARKETING MEDIA GROUP LLC ONE SIXTEEN & WEST Account is current. Quarter 2 of Year 2023 "11 to 20 Workers" Employer Services Help Line, (360) 902-4817 No What does "Estimated Workers Reported" mean? Estimated workers reported represents the number of full time position requiring at least 480 hours of work per calendar quarter. A single 480 hour position may be filled by one person, or several part time workers. Industrial Insurance Information Employers report and pay premiums each quarter based on hours of employee work already performed, and are liable for premiums found later to be due. Industrial insurance accounts have no policy periods, cancellation dates, limitations of coverage or waiver of subrogation (See RCW 51 .l 2.050 and 51.16.190). i•�� MARKMED-02 °A11m2" 0223 CERTIFICATE OF LIABILITY INSURANCE 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 endomemen s . PRODUCER Licenseill 26480 TACT HUB international Mountain States Limited 2600 Rose Hill PHONE FAX (Arc, No, Ert): (208) 433-100_0 (A7C, Ne):(866) 898-4905 ^ _ Suite 101 Boise, ID 83705 INSURE AFFORDING COVERAGE NAIC 0 INSURER A: Tri-State Insurance Company of Minnesota _ 31003 INSURED INSURERB:TWIn City Fire Insurance Company 29459 Marketing Media Group LLC; dba One Sixteen 6 West; dba: Digital Vault; dba Davies Moore; dba 116 and West INSURER C: 805 W Idaho St. Ste 300 INSURER D : INSURERE: Boise, ID 83702-8917 INSURER F : CreVFRAnFS CFRTIFICATF NIIMRFR RFVISICN N "PARFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I TYPE OF INSURANCE ADOL SUER POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE L V i OCCUR X X ADV6032953 11/12/2023 11/12/2024 I EACH OCCURRENCE S 1,000,000 DAMAGE TO RENTED amkL—MED EXP oneperson) $ 300,000 S 10,000 PERSONAL 6 ADV INJURY $ GEN'LAGGREGATE LIMIT �APPLIES PER: POLICY ElpECT JLOC OTHER: GENERAL AGGREGATE PRODUCTS_ COMP AGG S 2,000,000 S 2,000,000 S A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOSONLY AUUTTOSS�E AUTOS ONLY LAUTR ONLOY X X DV6032953 11/12/2023 11/12/2024 COMBINED SINGLE LIMIT (Ea s0dopOX $ 1,006,000 BODILY INJURY (Per person) $ _ BODILY INJURY Paracddent S O �I MAGE S A X UMBRELLA LIAB X EXCESS LIAB OCCUR CLAIMS -MADE DV6032953 11/12/2023 11/12/2024 I EACH OCCURRENCE S 1,000,000 AGGREGATE is 1,000,000 DED I X I RETENTIONS 10,000 is WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I NalATIJIF ANY PROPRIETORMARTNERIEXECUTIVE fFFl ERIMF)n AER EXCLUDED? I`� H) If yes, desoribe under DESCRIPTION OF OPERATIONS below N / A PER OTH- I ER E.L EACH ACCIDENT S E.L. DISEASE - EA EMPLOYE $ E.L DiSEAS •POLICY LIMIT _ I S B Errors & Omissions 34PGO529527-23 4/2412023 4/2412024 Limit 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, AddlOonal Remarks Schedule, may be ached H more ce Is n iquiredi City of Spokane Valley is listed as Additional Insured with regards to the General Liabttailty and Auto LIasTility on a primary and non-contributory basis, and Waiver of subrogation applies when required by written contract per forms CG0492, CGO529 and CA0419 City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 11W ACORD 25 (2016/03) 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO CLCA01490617 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE EXPANSION ENDORSEMENT - PLATINUM This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to the coverages provided by this endorsement, the provisions of the Business Auto Coverage Form apply unless modified by this endorsement. A. NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following is added to Paragraph A.1. Who Is An Insured of Section II - Covered Autos Liability Coverage: Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company or any organization excluded either by this Coverage Part or by endorsement, and over which you maintain ownership or majority interest of more than 50 percent will qualify as a Named Insured. However: 1. This insurance does not apply to any newly acquired or formed organization that is an "insured" under any other automobile policy or would be an "insured" under such policy but for its termination or the exhaustion of its Limit oflnsurance. 2. Coverage does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT The following is added to Paragraph A.1., Who Is An Insured of Section II - Covered Autos Liability Coverage: "property damage": because of the conduct of an "insured" under Paragraphs a. or b. under Paragraph A.I. Who Is An Insured of Section II - Covered Autos Liability Coverage, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto"; 2. The written contract or agreement described above must have been executed prior to the "accident" that caused the "bodily injury" or "property damage" and be in effect at the time of such "accident"; 3. The insurance afforded to any such additional "insured" does not apply to any "accident" beyond the period of time required by the written contract or agreement described above; 4. The most we will pay on behalf of such additional "insured(s)" is the lesser of: a. The Limits of Insurance specified in the written contract or agreement described above; or b. The Limits of Insurance shown in the Declarations. This provision shall not increase the Limit of Insurance shown in the Declarations in this policy or coverage part; and 6. The following changes are made to Paragraph S. Other Insurance of B. General Conditions under Section IV - Business Auto Conditions: When you have agreed in a written contract or a. The following is added to Paragraph S.a.: agreement to include a person or organization as If required by the written contract or an additional "insured", such person or organization is included as an "insured" subject to agreement described above, the the following: insurance afforded to the additional insured under this provision will be 1. Such person or organization is an additional primary to, and will not seek contribution "insured" only to the extent such person or from, the additional insured's own organization is liable for "bodily injury" or insurance. CL CA 0149 0617 Includes copyrighted material of Insurance Services Page 1 of 6 Office, Inc., with its permission b. Paragraph 5.c, is deleted in its entirety. 6. Paragraph A.1.c. under Section II - Covered Autos Liability Coverage is deleted in its entirety. 7. The definition of "insured contract" under Section V - Definitions is amended to add the following: An "insured contract" does not include that part of any contract or agreement: That pertains to the ownership, maintenance or use of an "auto" and which indemnifies a person or organization for other than the vicarious liability of such person or organization for "bodily injury" or "property damage" caused by your operation or use of a covered "auto". However, a person or organization is an additional "insured" under this provision only to the extent such person or organization is not named as an "insured" by separate endorsement to this policy. C. EMPLOYEES AS INSUREDS The following is added to Paragraph A.1. Who Is An Insured Section 11 - Covered Autos Liability Coverage: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. INCREASED COVERAGE - BAIL BONDS The Supplementary Payments Coverage Extension of Section If - Covered Autos Liability Coverage is amended as follows: The Limit of Insurance in paragraph A.2.a.(2) is increased to $5,000. E. INCREASED COVERAGE - LOSS OF EARNINGS The Supplementary Payments Coverage Extension of Section 11 - Covered Autos Liability Coverage is amended as follows: The Limit of Insurance in paragraph A.2.a.(4) is increased to $1,000. F. FELLOW EMPLOYEE COVERAGE The Fellow Employee Exclusion contained in Section II - Covered Autos Liability Coverage does not apply. This coverage is excess over any other collectable insurance. 2. We will also pay reasonable and necessary expenses to facilitate the return of the stolen "auto" to you. 3. It is agreed and understood and it is our stated intent that expenses incurred by you under the Transportation Expenses Coverage Extension will not also be covered or paid under the Rental Reimbursement Coverage provided by this endorsement or any rental reimbursement coverage added by separate endorsement to this policy. H. EXTENDED COVERAGE - AIRBAGS The following is added to Exclusion B.3.a. of Section III - Physical Damage Coverage: However, this exclusion does not apply to the unintended discharge of an airbag. This coverage is excess over any other collectible insurance or warranty providing such airbag coverage. I. AUTO LOAN/LEASE GAP COVERAGE The following is added to Section III - Physical Damage Coverage, Paragraph C. Limits of Insurance. 4. In the event of a total "loss" to a covered "auto", we will pay the lesser of: a. Any unpaid amount due on the lease or loan for a covered "auto", less: (1) The amount under the Physical Damage Coverage section of the policy; and (2) Any: (a) Overdue lease/loan payments at the time of the "loss'; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the lessor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases; or G. COVERAGE EXTENSION -TRANSPORTATION b. $5,000. EXPENSES However, this provision does not apply to the Paragraph A.4.a. Transportation Expenses of extent loan lease gap coverage has been Section III - Physical Damage Coverage is provided by separate endorsement to this amended as follows: policy. 1. The Limits of Insurance are increased to $75 per day to a maximum of $2,500. Page 2 of 5 Includes copyrighted material of Insurance Services CL CA 0149 06 17 Office, Inc., with its permission J. GLASS REPAIR - NO DEDUCTIBLE The following is added to Paragraph D. Deductible of Section III - Physical Damage Coverage: Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" to glass when you elect to patch or repair rather than replace the glass. K. INCREASED COVERAGE - ELECTRONIC EQUIPMENT The $1,000 limit indicated in Paragraph C.1.b. under Section III - Physical Damage Coverage is increased to $2,500. L. EXTENDED COVERAGE - PERSONAL PROPERTY The following is added to Paragraph A.4. Coverage Extensions of Section III - Physical Damage Coverage: Physical Damage Coverage on a covered "auto" may be extended to 'loss" to your personal property or, if you are an individual, the personal property of a family member, that is in the covered "auto" at the time of "loss" and caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". The insurance provided by this coverage extension is excess over any other collectible insurance. The most we will pay for any one "loss" under this coverage extension is $500. However, our payment for "loss" to personal property will only be for the account of the owner of the property. Under this provision, personal property does not include and we will not pay for "loss" of currency, coins, securities or contraband. No deductible applies to this coverage extension. M. TOWING Paragraph A.2. Towing of Section III - Physical Damage Coverage, is replaced by the following: If a private passenger type "auto" or light truck "auto" (0-10,000 Lbs. GVW) is provided both Comprehensive and Collision Coverage, we will pay up to $150 for towing and labor costs incurred each time such "auto" is disabled. If a medium, heavy or extra -heavy truck or extra -heavy Truck - tractor "auto" (greater than 10,000 Lbs. GVW) is provided both Comprehensive and Collision Coverage, we will pay up to $250 for towing and labor costs incurred each time such "auto" is disabled. However, the labor must be performed at the place of disablement. N. FIRE EXTINGUISHER RECHARGE When fire extinguishers are kept In your covered "auto" and any are discharged in an attempt to extinguish a fire, we will pay the lesser of the actual cost of recharging or replacing such fire extinguisher(s). No deductible applies to this coverage. O. HIRED AUTO PHYSICAL DAMAGE COVERAGE The following is added to Paragraph A.4. Coverage Extensions of Section III - Physical Damage Coverage: If hired 'autos" are covered "autos" for Covered Autos Liability Coverage and if Physical Damage Coverage is provided for any "auto" you own, then the Physical Damage coverages provided are extended to "autos" you lease, rent, hire or borrow from someone other than your 'employees", partners or members of their households subject to the following: 1. The most we will pay in any one "loss" is the lesser of: a. The actual cash value of the "auto"; b. The cost to repair or replace the "auto"; or c. $100,000. 2. Paragraph 1. above is subject to a deductible. The deductible shall be equal to the amount of the highest deductible shown for any owned "auto" of the same classification for that coverage. In the event there is no owned "auto" of the same classification, the highest deductible for any owned "auto" will apply for that coverage. No deductible will apply to "loss" caused by fire or lightning. 3. Hired Auto Physical Damage Coverage is subject to the following: a. If symbol 8 is shown in the Covered Auto section of the Declarations page for any of the Physical Damage coverages, then the Hired Auto Physical Damage coverage described in this endorsement does not apply- b. Other than indicated in Paragraphs a. directly above, coverage provided under this provision will be excess over any other collectible insurance or coverage. 4. In addition to the limit set forth in Paragraph 1. above we will pay up to $500 per day, to a maximum of $3,500 per "loss" for: a. Any costs or fees associated with the "loss" to a hired "auto"; and The following is added to Paragraph A.4. b. Loss of use of the hired "auto", provided it Coverage Extensions of Section IV - Physical Damage Coverage: is the consequence of an "accident" for which you are legally liable, and as a CL CA 0149 0617 Includes copyrighted material of Insurance Services Page 3 of 5 Office, Inc., with its permission result of which a monetary loss is sustained by the leasing or rental concem. However, Paragraph A.4.b. Loss of Use Expenses under Section III - Physical Damage Coverage of the Business Auto Coverage Form does not apply. P. RENTAL REIMBURSEMENT COVERAGE We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto". 1. Payment applies in addition to the otherwise applicable amount of each coverage you have on the covered "auto". 2. No deductible applies to this coverage. 3. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the expiration date of the policy, with the lesser of the following number of days: a. The number of days when the covered "auto" has been repaired or replaced, or b. 45 days. 4. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses incurred; or b. Not more than $75 for any one day; S. We will pay up to an additional $300 for the reasonable and necessary expenses you Incur to remove your materials and equipment from the covered "auto" and replace such materials and equipment on the rental "auto". 6. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 7. If "loss" results from the total theft of a covered "auto" of the "private passenger type", we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the Physical Damage Coverage Extension of the Business Auto Coverage Form or any endorsements thereto. However, this provision does not apply to the extent that rental reimbursement is provided by separate endorsement to this policy. Q. DRIVE OTHER CAR COVERAGE (1) You, if you are designated in the Declarations as an individual; (2) Your partners or members, if you are designated in the Declarations as a partnership or joint venture; (3) Your members or managers, if you are designated in the Declarations as a limited liability company; (4) Your executive officers if you are designated in the Declarations as an organization other than an individual, partnership, joint venture or limited liability company; and (6) The spouse of any person named in Paragraphs 1.a.(1). through 1.a.(4) while a resident of the same household; Except: (a) Any "auto" owned by that individual or by any member of his or her household. (b) Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 2. Changes In Auto Medical Payments And Uninsured And Underinsured Motorists Coverages The following is added to Who Is An Insured: Any individual named in 1.a above and his or her "family members" are "insured" while "occupying" or while a pedestrian when being struck by any "auto" you don't own except: Any "auto" owned by that individual or by any "family member". 3. Changes In Physical Damage Coverage Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in CIA.& above or his or her spouse while a resident of the same house -hold except: a. Any "auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 1. The following is added to Section II - Covered 4. The most we will pay for the total of all Autos Liability Coverage: damages under Covered Autos Liability Uninsured Motorists Coverage and a. Any "auto" you don't own, hire or borrow Underinsured Motorists Coverage is the Limit is a covered "auto" for Liability Coverage Of Insurance shown in the Declarations as while being used by: applicable to owned "autos". Page 4 of 6 Includes copyrighted material of Insurance Services CL CA 0149 06 17 Office, Inc., with Its permission 5. Our obligation to pay for, repair, return or replace damaged or stolen property under Physical Damage Coverage, will be reduced by a deductible equal to the amount of the highest deductible shown for any owned private passenger type "auto" applicable to that coverage. If there are no owned private passenger type "autos", the deductible shall be $250 for Comprehensive Coverage and $500 for Collision Coverage. No deductible will apply to'hoss" caused by fire or lightning. 6. Additional Definition As used in this DRIVE OTHER CAR Provision: "Family member" means a person related to the individual named in 1.a. by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. R. KNOWLEDGE OF AN ACCIDENT, CLAIM, SUIT OR LOSS The following is added to Paragraph A.2. of Section IV - Business Auto Conditions: Your obligation to provide prompt notice of an "accident", claim, "suit" or -°foss" is satisfied if you or a person designated by you to be responsible for insurance matters is notified of, or in any manner made aware of an "accident", claim, "suit" or "loss" and provides us such notice as soon as practicable S. WAIVER OF SUBROGATION BY CONTRACT OR AGREEMENT The following is added to Paragraph A.5 of Section IV - Business Auto Conditions: We waive any right of recovery we may have against a person or organization because of payments we make for "bodily injury" or "property damage" when you and such person or organization have agreed in writing in a contract or agreement to waive such right of recovery, provided: 1. Such written contract or agreement was: a. Made prior to the "accident" or "loss" resulting in the covered "bodily injury" or "property damage"; and b. Was in effect at the time of the covered "bodily injury" or "property damage". 2. The covered "bodily injury" or "property damage" must arise out of the operations specified in such written contract or agreement. 3. At our request you must provide us with a copy of the aforementioned written contract or agreement. T. UNINTENTIONAL OMISSIONS The following is added Paragraph 13.2. of Section IV - Business Auto Conditions: If you fail to disclose any hazards existing at the inception date of this policy, such failure will not prejudice the coverage provided to you. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. U. LIBERALIZATION If we revise this endorsement to provide greater 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. CL CA 0149 06 17 Includes copyrighted material of Insurance Services Page 5 of 5 Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY CL CG 04 92 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ULTRA PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGE EXTENSIONS Provision Name Of Coverage Extension Included or Limit of Insurance A. Miscellaneous Additional Insureds Included B. Expected Or Intended Injury Or Damage Included C. Knowledge Of Occurrence Included D. Legal Liability — Damage To Premises Rented To You (Fire, Lightning, Explosion, Smoke, Or Leakage From Automatic Fire Protective Systems) $300,000 E. Medical Payments $10,000 F. Mobile Equipment Redefined Included G. Newly Formed Or Acquired Organization, Partnership Or Limited Liability Company And Extended Period Of Coverage Included H. Who Is An Insured — Amendment Included I. Non -Owned Watercraft (Increased to maximum length of less than 51 feet Included J. Supplementary Payments —Increased Limits 1. Bail Bonds 2. Loss Of Earnings $ 3,000 $ 1,000 K. Unintentional Omission Or Unintentional Error In Disclosure Included L. Waiver Of Transfer Of Rights Of Recovery Against Others Included M. Liberalization Clause Included N. Incidental Medical Malpractice Included ne aoove is a summary omy. mease consun the specinc provisions tnat Tonow Tor complete rniormauon on the extensions provided. The provisions of the Commercial General Liability Coverage Part apply except as otherwise provided in this endorsement. This endorsement applies only if such Coverage Part is included in this policy. A. MISCELLANEOUS ADDITIONAL INSUREDS 1. Section II — Who Is An Insured is amended to include as an insured any person or organization (referred to as an additional insured below) described in Paragraphs A.1.c.(1) through A.1.c.(B) below when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy, provided that: a. The written contract or written agreement is: (1) Currently in effect or becoming effective during the term of this policy; and (2) Fully executed by you and the additional insured prior to the "bodily injury", "property damage" or "per- sonal and advertising injury". CL CG 04 92 0916 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 7 with its permission b. The insurance afforded by this provision performed by or on behalf of does not apply to any person or such additional insured. organization included as an additional insured by a separate endorsement (4) Lessor Of Leased Equipment issued by us and made a part of this Any person(s) or organization(s) policy or coverage part. from whom you lease equipment but c. Only the following persons or organi- only with respect to liability for "bodily zations are additional insureds under this injury", "property damage" or "per - provision, with coverage for such sonal and advertising injury" caused, additional insureds limited as provided in whole or in part, by your herein: maintenance, operation or use of equipment leased to you by such Managers Or Lessors Of Premises (1) Mana 9 person(s) or organization(s). A manager or lessor of premises but A person's or organization's status only with respect to liability arising as an additional insured under this out of the ownership, maintenance or endorsement ends when their written use of that part of the premises contract or written agreement with leased to you and subject to the you for such leased equipment ends. following additional exclusions: This insurance does not apply to any This insurance does not apply to: "occurrence" which takes place after (a) Any "occurrence" which takes the equipment lease expires. place after you cease to be a (6) State, Municipality, Governmental tenant in that premises. Agency Or Subdivision Or Other (b) Structural alterations, new con- Political Subdivision — Permits Or struction or demolition operations Authorizations Relating To performed by or on behalf of Premises such additional insured. Any state, municipality, govern- (2) Mortgagee, Assignee Or Receiver mental agency or subdivision or other political subdivision subject to A mortgagee, assignee, or receiver the following additional provisions: but only with respect to their liability (a) This insurance applies only with as mortgagee, assignee, or receiver respect to: and arising out of the ownership, maintenance, or use of a covered (i) The following hazards for premises by you. which the state, municipality, This insurance does not apply to governmental agency or structural alterations, new con- subdivision or other political struction or demolition operations subdivision has issued a performed by or on behalf of such permit or authorization in additional insured. connection with premises you own, rent or control and (3) Owners Or Other Interests From to which this insurance Whom Land Has Been Leased applies: An owner or other interest from (1.1) The existence, whom land has been leased to you maintenance, repair, but only with respect to liability construction, erection arising out of the ownership, mainte- or removal of adver- nance or use of that part of the land tising signs, awnings, leased to you and subject to the canopies, cellar following additional exclusions: entrances, coal holes, This insurance does not apply to: driveways, manholes, marquees, hoist away (a) Any "occurrence" which takes openings, sidewalk place after you cease to lease vaults, street banners thatland. or decorations and (b) Structural alterations, new con- similar exposures; or struction or demolition operations CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 7 with its permission (1.2) The construction, erec- The insurance afforded the tion or removal of vendor does not apply to: elevators; or (i) "Bodily injury' or "property (1.3) The ownership, main- damage" for which the tenance or use of any vendor is obligated to pay elevators covered by damages by reason of the this insurance. assumption of liability in a (ii) Operations performed by you written contract or written or on your behalf for which agreement. This exclusion the state, municipality, does not apply to liability for governmental agency or damages that the vendor would have in the absence of subdivision or other political the written contract or written subdivision has issued a agreement; permit or authorization. (b) This insurance does not apply to (ii) Any express warranty unau- "bodily injury", "property dam- thorized by you; age" or "personal and advertising (III) Any physical or chemical Injury" arising out of operations change in the product made performed for the state, munici- intentionally by the pality, governmental agency or vendor; subdivision or other political (iv) Repackaging, except when subdivision. unpacked solely for the (6) Controlling Interest purpose of inspection, Any person(s) or organization(s) with demonstration, testing, or the a controlling interest in the Named substitution of parts under Insured but only with respect to their instructions from the manu- facturer, and then liability arising out of: repackaged in the original (a) Their financial control of you; or container; (b) Premises they own, maintain or (v) Any failure to make such control while you lease or occupy inspections, adjustments, these premises. tests or servicing as the This insurance does not apply to vendor has agreed to make structural alterations, new con- or normally undertakes to make in the usual course of struction or demolition operations business, in connection with performed by or for such person(s) the distribution or sale of the or organization(s). products; (7) Co -Owner Of Insured Premises (vi) Demonstration, installation, A co-owner of a premises co -owned servicing or repair opera - by you and covered under this tions, except such operations Insurance but only with respect to the performed at the vendors co -owners liability as co-owner of premises in connection with such premises. the sale of the product; (8) Vendors (vii) Products which, after distri- (a) Any person(s) or organization(s) bution or sale by you, have (referred to as vendor), but only been labeled or relabeled or used as a container, part or with respect to "bodily injury' or ingredient of any other thingor "property damage" arising out of substance by or for the your products" which are vendor; or distributed or sold in the regular course of the vendor's business. CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 7 with its permission (viii)'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. How- ever, this exclusion does not apply to: (1.1) The exceptions contained in Sub- paragraphs (iv) or (vi); or (1.2) Such inspections, ad- justments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in con- nection with the distribution or sale of the products. (b) This insurance does not apply to any insured person or organi- zation, from whom you have acquired products, or any ingredient, part or container, entering into, accompanying or containing such products. 2. With respect to coverage provided by this Provision A. Miscellaneous Additional Insureds, the following additional provisions apply: a. Any insurance provided to an additional insured designated under Paragraphs A.1.c.(1) through A.1.c.(8) above does not apply: (1) To "bodily injury" or "property damage" included within the "products -completed operations hazard"; or (2) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. b. The insurance afforded to such additional insured only applies to the extent permitted by law. 3. With respect to the insurance afforded to the additional insureds within this Provision A. Miscellaneous Additional Insureds, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement; or b. Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. B. EXPECTED OR INTENDED INJURY OR DAMAGE Exclusion 2.a. Expected Or Intended Injury of Section I — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: a. Expected Or Intended Injury Or Damage "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. C. KNOWLEDGE OF OCCURRENCE Paragraph 2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions is deleted and replaced by the following: a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A manager, if you are a limited liability company; or (4) An "executive officer" or the "employee" designated by you to give such notice, if you are an organization other than a partnership or a limited liability company. c. The insurance afforded to such additional To the extent possible, notice should include: insured will not be broader than that which you are required to provide by the (1) How, when and where the "occurrence" written contract or written agreement. or offense took place; CL CO 04 92 0916 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 7 with its permission (11) The names and addresses of any injured persons and witnesses; and (iii) The nature and location of any injury or damage arising out of the "occurrence" or offense. D. LEGAL LIABILITY — DAMAGE TO PREMISES RENTED TO YOU (Fire, Lightning, Explosion, Smoke, Or Leakage From Automatic Fire Protective Systems) If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. Under Section I — Coverage A — Bodily Injury And Property Damage Liability, the last paragraph (after the exclusions) is deleted and replaced by the following: Exclusions c. through n. do not apply to dam- age by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. 2. The paragraph immediately after Sub- paragraph j.(6) of Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. 3. Paragraph 6. of Section III — Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a. $300,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations, 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. This limit will apply to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, "smoke", leakage from automatic fire protective systems, or other covered causes of loss or any combination thereof. 4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions is deleted and replaced by the following: (11) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; 5. Subparagraph a. of Definition 9. "Insured contract" of Section V — Definitions is deleted and replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that Indemnifies any person or organization for damage by fire, 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". 6. As used in this Provision D. Legal Liability — Damage To Premises Rented To You: "Smoke" does not include smoke from agricultural smudging, industrial operations or "hostile fire". E. MEDICAL PAYMENTS If Coverage C — Medical Payments is not otherwise excluded from this policy or coverage part, the Medical Expense Limit is changed, subject to the terms of Section III — Limits Of Insurance, to the greater of: a. $10,000; or b. The Medical Expense Limit shown in the Declarations. F. MOBILE EQUIPMENT REDEFINED is the most we will pay under Coverage A for damages because of "property Subparagraph C(l) of Definition 12. "Mobile damage" to premises while rented to equipment" of Section V — Definitions is deleted and replaced by the following: CL CG 04 92 0916 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 7 with its permission (1) Equipment with a gross vehicle weight of 1,000 pounds or more and designed primarily for. (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; G. NEWLY FORMED OR ACQUIRED ORGANIZA- TION, PARTNERSHIP OR LIMITED LIABILITY COMPANY AND EXTENDED PERIOD OF COVERAGE Paragraph 3. of Section 11— Who Is An Insured is deleted and replaced by the following: 3. Any organization you newly acquire or form, other than a joint venture, and over which you maintain ownership or: a. Majority interest of more than 50% if you are a corporation; b. Majority interest of more than 50% as a general partner of a newly acquired or formed partnership; and/or c. Majority interest of more than 50% as an owner of a newly acquired or formed limited liability company; will qualify as a Named Insured if there is no other similar insurance available to that organization. However, for these organiza- tions: partnership or limited liability company are the same or similar to the operations of insureds already covered under this insurance; (v) Coverage only applies for those limited liability companies who have established a date of formation as recorded within the filed state articles of organization, certificates of formation or certificates of organization; and (vi) Coverage only applies for those part- nerships who have established a date of formation as recorded within a written partnership agreement or partnership certificate. H. WHO IS AN INSURED —AMENDMENT The last paragraph of Section It — Who Is An Insured is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any: a. Current partnership or limited liability company, unless otherwise provided for under Paragraph 3. of Section 11 — Who Is An Insured; b. Current joint venture; or c. Past partnership, joint venture or limited liability company; that is not shown as a Named Insured in the Declarations. (1) Coverage under this provision is afforded 1. NON -OWNED WATERCRAFT only until the next anniversary date of this policy's effective date after you Subparagraph (2) of Exclusion 2.9. Aircraft, acquire or form the organization, Auto Or Watercraft of Section I — Coverage A partnership or limited liability company, — Bodily Injury And Property Damage Liability or the end of the policy period, whichever is deleted and replaced by the following: is earlier; (2) A watercraft you do not own that is: (11) Section 1— Coverage A — Bodily Injury And Property Damage Liability does (a) Less than 51 feet tong; and not apply to "bodily injury" or "property (b) Not being used to carry persons or damage" that occurred before you property for a charge. acquired or formed the organization, J. SUPPLEMENTARY PAYMENTS — INCREASED partnership or limited liability company; LIMITS (iii) Section I — Coverage B — Personal And Advertising Injury Liability does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization, partnership or limited liability company; (iv) Coverage applies only when operations of the newly acquired organization, Section I — Supplementary Payments — Coverages A And B is changed as follows: 1. The limit shown in Paragraph 1.b. for the cost of bail bonds is changed from $250 to $3,000; and 2. The limit shown in Paragraph 1.d. for loss of earnings because of time off from work is changed from $250 a day to $1,000 a day. CL CG 04 92 0916 Includes copyrighted material of Insurance Services Office, Inc.,. Page 6 of 7 with its permission K. UNINTENTIONAL OMISSION OR UNINTEN- TIONAL ERROR IN DISCLOSURE The following provision is added to Paragraph 6. Representations of Section IV — Commercial General Liability Conditions: However, the unintentional omission of, or unintentional error in, any information given or provided by you shall not prejudice your rights under this insurance. This provision does not affect our right to collect additional premium or to exercise our right of cancellation or non -renewal. L. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS The following is added to Paragraph B. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" and included in the "products -completed operations hazard" when you have agreed in a written contract or written agreement that any right of recovery is waived for such person or organization. This waiver applies only to the person(s) or organization(s) agreed to in the written contract or written agreement and is subject to those provisions. This waiver does not apply unless the written contract or written agreement has been executed prior to the "bodily injury" or "property damage". However, if any person or organization is separately scheduled on a separate waiver of transfer of rights of recovery which is attached to this policy, then this waiver does not apply. M. LIBERALIZATION CLAUSE The following is added to Section IV — Commercial General Liability Conditions: If we adopt a mandatory attachment form change which broadens coverage under this edition of the Commercial General Liability CG0001 for no additional charge, and those changes are intended to apply to all insureds under this edition of CG0001, that change will automatically apply to your insurance as of the date we implement the change in your state. This liberalization clause does not apply to changes implemented through introduction of a subsequent edition of the Commercial General Liability form CG0001. N. INCIDENTAL MEDICAL MALPRACTICE 1. Paragraph 2.a.(1)(d) of Section II — Who Is An Insured does not apply to a physician, nurse practitioner, physician assistant, nurse, emergency medical technician or paramedic employed by you if you are not in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 2. This provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow Paragraph 4.b. of Section IV — Commercial General Liability Conditions. CL CG 04 92 0916 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission COMMERCIAL GENERAL LIABILITY CL CG 05 29 0518 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ULTRA PLATINUM ENHANCEMENT COVERAGES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM A. The following coverage is added: ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS INCLUDING PRIMARY NON-CONTRIBUTORY 1. Section II - Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) for whom you are required by virtue of a written contract or agreement that such person(s) or organizations) be added as an additional insured on your policy. 2. The insurance provided to the additional insured is limited as follows: a. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: (1) Acts or omissions of the Named Insured; or (2) The acts or omissions of those acting on behalf of the Named Insured; in the performance of the Named Insureds work for the additional insured(s) specified In the written contract provided the contract or agreement requires you to provide the additional insured such coverage and is: 1. Currently in effect or becomes effective during the term of this policy; and li. Was executed prior to the "bodily injury", "property damage" or "personal and advertising injury". b. If the written contract specifically requires you to provide additional insured coverage via the 10/01 edition of CG2010 (aka CG 20 10 10 01) or via the 11185 edition of CG2010 (aka CG 20 10 11 85), then in paragraph 2.a. above, the words caused in whole or in part by are replaced by the words arising out of. c. The insurance afforded to such additional insured only applies to the extent permitted by law; and d. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. e. This insurance ends at the earliest of the following times: (1) When any Named Insured(s) work called for in the written contract has been completed (2) When all of any Named Insured(s) work done at a job site has been completed if the written contract calls for work at more than one job site (3) When that part of any Named Insured's work done at a job site has been put to its intended use by any person or organization other than the Named Insured or those acting on the Named Insured(s) behalf. Work that may need service, maintenance, correction, repair or replacement, but is otherwise complete, will be treated as completed. f. This insurance does not apply to any additional insured scheduled on your policy by separate endorsement. g. For purposes of paragraph A. of this endorsement the terms "you" and "your" refer to the Named Insured shown in the Declarations. CL CG 05 29 0518 Includes copyrighted material of Insurance Services Page 1 of 3 Office, Inc., with its permission. 3. Exclusions With respect to the insurance afforded to these additional insureds, the following additional exclusions apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of: a. The rendering of or failure to render any professional services by you or on your behalf, but only with respect to either or both -of the following operations: (1) Providing engineering, architectural or surveying services to others in your capacity as an engineer, architect or surveyor; and (2) Providing, or hiring independent professionals to provide, engineering, architectural or surveying services in connection with construction work you perform. b. Subject to Paragraph c. below, professional services include: (1) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (2) Supervisory or inspection activities performed as part of any related architectural or engineering activities. b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 5. Other Insurance For purposes of this endorsement, the following is added to the Section IV - Commercial General Liability Conditions, 4. Other Insurance condition and supersedes any provision to the contrary: This insurance is excess of all other insurance available to an additional insured whether on a primary, excess, contingent or any other basis. But, if required by a written contract or written agreement to be primary and noncontributory, this insurance will be primary to and will not seek contribution from any insurance on which the additional insured Is a Named Insured. No other coverage or limit in the policy applies to loss or damage insured by this coverage. B. The following coverage is added: CONTRACTUAL LIABILITY - RAILROADS c. Professional services do not include 1. services within construction means, methods, techniques, sequences and procedures employed by you or performed by or for the construction manager, its employees or its subcontractors in connection with your ongoing operations. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. 4. Limits of Insurance With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: With respect to operations performed for a Railroad within 50 feet of railroad property, the definition of "insured contract" in Section V - Definitions is replaced by the following: 9. "Insured Contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "Insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; If coverage provided to the additional insured e. An elevator maintenance agreement; is required by a contract or agreement, the f. That part of any other contract or most we will pay on behalf of the additional agreement pertaining to your business insured is the amount of insurance: (including an indemnification of a municipality in connection with work a. Required by the contract or agreement; or performed for a municipality) under Page 2 of 3 Includes copyrighted material of Insurance Services CL CG 05 29 0518 Office, Inc., with its permission which you assume the tort liability of another party to pay for "bodily injury" or property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement; 1. Projects away from premises owned by or rented to you. 2. "Locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. (1) That indemnifies an architect, When paragraph B. Construction Project engineer or surveyor for injury or General Aggregate Limit on form CL CG 00 20 is damage arising out of: a part of this policy, then this endorsement (a) Preparing, approving or failing CL CG 05 29 paragraph C. Aggregate Limits Of to prepare or approve maps, Insurance does not apply. shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (1) above and supervisory, inspection, architectural or engineering activities. 2. Other Insurance For purposes of this endorsement, the following is added to the Section IV - Commercial General Liability Conditions, 4.Other Insurance condition and supersedes any provision to the contrary: This insurance is excess of all other insurance that is Railroad Protective Liability or similar coverage for "your work" performed for a Railroad. But, if required by a written contract or written agreement to be primary and noncontributory, this insurance will be primary to and will not seek contribution from any insurance on which the Railroad is a Named Insured. No other coverage or limit in the policy applies to loss or damage insured by this coverage. C. AGGREGATE LIMITS OF INSURANCE The General Aggregate Limit under SECTION III - LIMITS OF INSURANCE applies separately to each of your. CL CG 05 29 05 18 Includes copyrighted material of Insurance Services Page 3 of 3 Office, Inc., with its permission