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15-025.03YMCA-PollFacilitiesOperationMaintenance
Contract No. 15-025.03 AMENDED AND RESTATED AGREEMENT FOR OPERATION AND MAINTENANCE OF POOL FACILITIES Young Men's Christian Association of the Inland Northwest THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter "City" and Young Men's Christian Association of the Inland Northwest, hereinafter"Contractor,"jointly referred to as"Parties." WHEREAS, the Parties entered into an Agreement for Operation and Maintenance of Pool Facilities on February 20,2015 (the"Original Agreement"); and WHEREAS,the term of the Original Agreement including renewal options expires December 31, 2023;and WHEREAS,the Parties desire to extend the term of the Original Agreement;and WHEREAS, the Parties desire to update the Original Agreement and restate the terms that will apply prospectively by entering into this Amended and Restated Agreement for Operation and Maintenance of Pool Facilities(the"Agreement"). NOW THEREFORE, IN CONSIDERATION of the terms and conditions contained herein, the Parties agree as follows: 1. Work to Be Performed. Contractor 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 Contractor. Prior to commencement of work, Contractor 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, Contractor 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 Contractor in entering into this Agreement. By execution of this Agreement, Contractor represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Contractor 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. Contractor shall be responsible for the technical accuracy of its services and documents resulting therefrom,and City shall not be responsible for discovering deficiencies therein. Contractor 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. Contractor shall exercise the degree of skill and diligence normally employed by professional Contractors engaged in the same profession, and performing the same or similar Agreement for Services(without professional liability coverage) Page 1 of 9 Contract No. 15-025.03 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. Contractor will accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Contractor's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Contractor shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by 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. Contractor shall complete its work by December 31,2026 with up to two additional three-year renewal options unless the time for performance is extended in writing by the Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days' prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days' written notice to Contractor. In the event of termination without breach, City shall pay Contractor for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Contractor an annual administrative fee of$40,000 plus actual expenses (which includes Washington State Sales Tax if any is applicable) as detailed and itemized on monthly statements as full compensation for everything done under this Agreement,as set forth in Exhibit A. Contractor 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. The Contractor and/or the City may request an adjustment of the administrative fee annually, and at renewal, and no later than November 1st for the following calendar year. Such prices shall be negotiated by the City and Contractor and shall not be increased or decreased by more than the percent change in the Consumer Price Index for All Urban Consumers (CPI-U) or 3%, whichever is smaller. The reference point will be the CPI-U for September. The source of this percent change shall be the U.S. Department of Labor, Bureau of Labor Statistics. 4.Payment. Contractor shall be paid monthly upon presentation of an invoice to City for actual costs. In addition, the City shall pay Contractor one-sixth of the administrative fee in each of the months of May through October.Applications for payment shall be sent to the City Finance Department at the below-stated address. As may be applicable, pursuant to chapter 60.28 RCW, five percent of the compensation due Contractor shall be retained by City. 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: TO THE CONTRACTOR: Name: Marci Patterson,City Clerk Name: YMCA of the Inland Northwest Phone:(509)720-5000 Phone: 509-777-9622 Address: 10210 East Sprague Avenue Address: 1126 N Monroe Spokane Valley, WA 99206 Spokane, WA 99201 Agreement for Services(without professional liability coverage) Page 2 of 9 Contract No. 15-025.03 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. Contractor warrants that its designs, construction documents,and services shall conform to all federal, state, and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A.By executing this Agreement,the Contractor 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; 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. Prevailing Wages on Public Works. As may be applicable, Contractor, any subcontractor, or other person doing work under this Agreement,shall comply with the requirements of chapter 39.12 RCW, and shall pay each employee an amount not less than the Prevailing Rate of Wage,as specified by the Industrial Statistician of the Washington State Department of Labor and Industries("L&P'). If employing labor in a class not shown,Contractor shall request a determination of the correct wage rate for the class and locality from the Industrial Statistician. Contractor shall provide a copy of any such determinations to City. Before commencing, during, and upon completion of the work, Contractor shall file all forms and pay all fees required by L&I and shall indemnify and hold City harmless from any claims related to its failure to comply with chapter 39.12 RCW. The following information is provided pursuant to RCW 39.12.030: A.State of Washington prevailing wage rates applicable to this public works project,published by L&I,are located at the L&I website address: https://lni.wa.gov/licensing-perm its/p ubl ic-works-projects/prevai ling-wage-rates! Agreement for Services(without professional liability coverage) Page 3 of 9 Contract No. 15-025.03 B.This Project is located in Spokane County. C.The effective prevailing wage date is the same date as the date of this fully executed contract. A copy of the applicable prevailing wage rates is also available for viewing at the City Community&Public Works Department located at 10210 East Sprague Avenue, Spokane Valley, WA 99206. Upon request, City will mail a hard copy of the applicable prevailing wages for this project. 9. Relationship of the Parties. It is understood and agreed that Contractor 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 Contractor. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Contractor. The Contractor shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 10.Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Contractor 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 Contractor 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 Contractor shall have no liability for the use of Contractor's work product outside of the scope of its intended purpose. 11.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 Contractor'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. 12.Insurance. Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Contractor,its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Contractor'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 00 01. 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 Contractor's commercial general liability insurance policy with Agreement for Services(without professional liability coverage) Page 4 of 9 Contract No. 15-025.03 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. Contractor shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence,and$4,000,000 general aggregate. C.Other Insurance Provisions. The Contractor's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Contractor'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 Contractor's insurance and shall not contribute with it. 2.Contractor 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 Contractor 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 Contractor, irrespective of whether such limits maintained by Contractor 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 Contractor. 4. Failure on the part of Contractor 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 Contractor 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 Contractor 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, Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 13. Indemnification and Hold Harmless. Contractor 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 Agreement for Services(without professional liability coverage) Page 5 of 9 Contract No. 15-025.03 relating to or arising out of the wrongful or negligent acts,errors, or omissions in the services provided by Contractor, Contractor's agents, subcontractors, 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 Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51, RCW,solely for the 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. 14.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. 15. Criminal Background Checks. Contractor agrees that it shall not ask or direct any person to go to any City pool property in the performance of this agreement, whether the person is an employee or volunteer,unless that person has passed a criminal background check by an agreed upon entity that performs criminal background checks as part of its regular services. 16. Assignment and Delegation. Neither Party may assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 17. Subcontracts. Except as otherwise provided herein, Contractor shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 18.Confidentiality. Contractor may, from time-to-time, receive information which is deemed by City to be confidential. Contractor shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 19.Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Contractor shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Contractor 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 Contractor's services under this Agreement. Contractor further agrees that an arbitrator's decision therein shall be final and binding on Contractor and that judgment may be entered upon it in any court having jurisdiction thereof. 20. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). Agreement for Services(without professional liability coverage) Page 6 of 9 Contract No. 15-025.03 21. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified,or altered except in writing signed by the Parties hereto. 22.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an interest in this Agreement. 23. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Contractor,for itself,its assignees,and successors in interest agrees as follows: A. Compliance with Regulations. Contractor 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. Contractor,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. Contractor 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 Contractor 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 Contractor of Contractor'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. Contractor 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 Contractor is in the exclusive possession of another who fails or refuses to furnish the information, Contractor 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 Contractor'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 Contractor under the Agreement until Contractor complies; and/or 2. Cancelling,terminating,or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. Contractor 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 7 of 9 Contract No. 15-025.03 equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Contractor 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 Contractor becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction,Contractor may request that the City enter into any litigation to protect the interests of the City. In addition,Contractor 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 Contractor 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. §§1213 I- 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 8 of 9 Contract No.15-025.03 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.). 24. Business Registration. Prior to commencement of work under this Agreement, Contractor shall register with the City as a business if it has not already done so. 25.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. 26.Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Insurance Certificates The Parties have executed this Agreement this J day of A Utz+ . ,20c2.3 CITY OF SPOKANE VALLEY Contractor: Young Men's Christian Association of the Inland Northwest /, J n Hohman,City Manager B Christine M Brischle,Groupu VP of Membership 1 Operations ts: Authorized Representative APPROVED AS TO FORM: Off•- • the City Attorney Agreement for Services(without professional liability coverage) Page 9 of 9 ____,.", YMCAOFT-02 SBULGER A RLY CERTIFICATE OF LIABILITY INSURANCE DATE E(MM/D23 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Spokane Office (HNE A//C No,Ext):(509)838-3501 I jac,No):(866)226-3738 PayneWest Insurance,a Marsh McLennan Agency LLC Company E-MAIL 501 N.Riverpoint Blvd.,Ste 403 ADDRESS: Spokane,WA 99202 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Philadelphia Indemnity Insurance Company 18058 INSURED INSURER B:Idaho State Insurance Fund 36129 Young Men's Christian Association of the Inland Northwest INSURER C: 1126 N Monroe INSURERD: Spokane,WA 99201 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMM/DD/YYYYI IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR PHPK2586681 8/1/2023 8/1/2024 DAMAGETORENTED 1,000,000 X PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 20,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JERCOT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: EMPLOYERS LEGAL $ 1,000,000 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANY AUTO PHPK2586681 8/1/2023 8/1/2024 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE PHUB876137 8/1/2023 8/1/2024 AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 $ B WORKERS COMPENSATION Xy PER STATUTE OOTH AND EMPLOYERS'LIABILITY ER Y/N 640707 1/1/2023 1/1/2024 500,000 OFFICER/MEMBEROANY /EXCLUDED ECUTIVE N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 600,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Equipment Floater PHPK2586681 8/1/2023 8/1/2024 Rented/Leased 100,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is additional insured as per form CG2026(04/13). CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN tY P ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE I C1—V ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies,the terms,conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages,consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent,or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 H I PAA Clarification 4 Medical Payments $20,000 5 Medical Payments—Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments—Bail Bonds $5,000 5 Supplementary Payment—Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement—Janitorial Services Client Coverage $10,000 limit 6 Additional Insured—Newly Acquired Time Period Amended 6 Additional Insured—Medical Directors and Administrators Included 7 Additional Insured—Managers and Supervisors(with Fellow Included 7 Employee Coverage) Additional Insured—Broadened Named Insured Included 7 Additional Insured—Funding Source Included 7 Additional Insured—Home Care Providers Included 7 Additional Insured—Managers, Landlords, or Lessors of Premises Included 7 Additional Insured—Lessor of Leased Equipment Included 7 Additional Insured—Grantor of Permits Included 8 Additional Insured—Vendor Included 8 Additional Insured—Franchisor Included 9 Additional Insured—When Required by Contract Included 9 Additional Insured—Owners, Lessees,or Contractors Included 9 Additional Insured—State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury—includes Mental Anguish Included 11 Personal and Advertising Injury—includes Abuse of Process, Included 11 Discrimination A. Extended Property Damage SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury"or"property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I—COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b.Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to$50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non-Owned Watercraft SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to"fire, lightning, explosion, smoke, or leakage from automatic fire protective systems"where it appears in: a. The last paragraph of SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c.through n.do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in SECTION III—LIMITS OF INSURANCE. b. SECTION III—LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V—DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a)(ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I—COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a"violation(s)"of the Health Insurance Portability and Accountability Act(HIPAA). We have the right and the duty to defend the insured against any"suit,""investigation,"or"civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any"suit" seeking damages, "investigation," or"civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional,Willful, or Deliberate Violations Any willful, intentional, or deliberate"violation(s)" by any insured. b. Criminal Acts Any"violation"which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V—DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services(HHS) arising out of"violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments—Limit Increased to$20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III-LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I—COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I—COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e.Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I—COVERAGES, SUPPLEMENTARY PAYMENTS-COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I—COVERAGES,SUPPLEMENTARY PAYMENTS—COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any"employee"who is alleged to be directly involved in a criminal proceeding is$25,000 regardless of the numbers of"employees,"claims or"suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement—Janitorial Services Client Coverage SECTION I—COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the"clients" premises due to theft or other loss to keys entrusted to you by your"client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a"client"for any purpose commit,whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent"employee" as defined in Paragraph (1)above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee"does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any"manager,"director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II—WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators—Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors—Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your"employees"are also insureds for"bodily injury"to a co- "employee"while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a)as it applies to managers of a limited liability company. c. Broadened Named Insured—Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source—Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers—At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises—Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any"occurrence"which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment—Automatic Status When Required in Lease Agreement With You—Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) organization is an insured only with respect to liability for"bodily injury,""property damage" or "personal and advertising injury"caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. h. Grantors of Permits—Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors—Only with respect to"bodily injury" or"property damage" arising out of"your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs (d)or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor—Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract—Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for"bodily injury," "property damage"or"personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors—Any person or organization, but only with respect to liability for"bodily injury," "property damage" or"personal and advertising injury"caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to"bodily injury"or"property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or (b) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company. PI-GLD-HS (10/11) m. State or Political Subdivisions—Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury,""property damage"or"personal and advertising injury"arising out of operations performed for the state or municipality; or (b) "Bodily injury"or"property damage" included within the"products-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: • a. is amended to include: This condition applies only when the`occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or"suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,8.Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit"or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury—Mental Anguish SECTION V—DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a.above) at any time. R. Personal and Advertising Injury—Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of"personal and advertising injury" is amended as follows: 1. SECTION V—DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V—DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-ULT-023 07.01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BOILER AND MACHINERY ENDORSEMENT This endorsement modifies insurance provided under the following: Property Coverage Form Causes of Loss Form Business Income and Extra Expense Coverage Form Business Income Coverage Form Extra Expenses Coverage Form SCHEDULE Coverage Description Limit of Insurance Property Damage $ 37,372,376 Property Damage and Business Income/Extra Expense $ Business Income and Extra Expense $ 18,050,737 Business Income $ Extra Expense $ Sublimits of Insurance applicable to each covered location. These sublimits are part of and not in addition to the Limits of Insurance shown above. Coverage Sublimit of Insurance Ammonia Contamination $ 100,000 Water Damage $ 100,000 Hazardous Substances $ 100,000 Spoilage $ 100,000 Expediting Expense $ 250,000 Newly Acquired Location Coverage $ 1,000,000 Off Premises Service Interruption Business Income $ N/A Business Income and Extra Expense $ 100,000 Extra Expense $ N/A Spoilage $ 25,000 Ordinance or Law $ 300,000 Deductibles Coverage Deductible Property Damage $ 2,500 Business Income and Extra Expense 24 hours Business Income hours Extra Expense $ Spoilage Combined with PD Off Premises Service Interruption 24 hours Ammonia Contamination Combined with PD Other( ) $ Premium $ 9,090 Page 1 of 5 Mash glm State rmm Department of Labor&Industries.(https://Ini.wa.goov/) Contractors YMCA OF THE INLAND NORTHWEST Owner or tradesperson JOHN CRAIG 1126 N MONROE ST Doing business as SPOKANE,WA 99201 YMCA OF THE INLAND NORTHWEST WA UBI No. Governing persons 328 001 747 JOHN CRAIG PAUL DAVIS; NANCY FIKE; JOE HERZOG; JAMES MORRISON; JAMES R MORRISON; RIG RIGGINS; LARRY SOEHREN; STEPHEN TAMMARO; CORA VERGE; Certifications & Endorsements OMWBE Certifications No active certifications exist for this business. Apprentice Training Agent No active Washington registered apprentices exist for this business.Washington allows the use of apprentices registered with Oregon or Montana.Contact the Oregon Bureau of Labor&Industries or Montana Department of Labor &Industry to verify if this business has apprentices. Workers'Comp Do you know if the business has employees?If so,verify the business is up-to-date on workers'comp premiums. L&I Account ID Account is current. 309,636-01 ................................ Doing business as YMCA OF THE INLAND NORTHWEST Estimated workers reported Quarter 3 of Year 2023"Greater than 100 Workers" L&I account contact T3/MARIA PAULSON(360)902-5848-Email:PAMO235@lni.wa.gov Public Works Requirements Verify the contractor is eligible to perform work on public works projects. Required Training—Effective July 1,2019 Needs to complete training. Contractor Strikes No strikes have been issued against this contractor. Contractors not allowed to bid No debarments have been issued against this contractor. Workplace Safety& Health Check for any past safety and health violations found on jobsites this business was responsible for. Inspection results date 08/20/2020 Violations Inspection no. o1r000*r1 Location 2421 w Discovery Place Spokane,WA 99216 15-- 0250 �3 -O, .02, ____—...`1 YMCAOFT-02 GHAYES ,44oRo CERTIFICATE OF LIABILITY INSURANCE DA7/29/2024 TE ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Karly Oliver Spokane OfficeFAX Marsh McLennan Agency LLC (A/co,No,Ext):(509)755-9327 (NC,No): 501 N.Riverpoint Blvd.,Ste 403 nI DRREss:Kariy.Oliver@MarshMMA.com Spokane,WA 99202 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Philadelphia Indemnity Insurance Company 18058 INSURED INSURER B:Idaho State Insurance Fund 36129 Young Men's Christian Association of the Inland Northwest INSURERC: 1126 N Monroe INSURERD: Spokane,WA 99201 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLISUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD. (MM/DD/YYYYI (MM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR XPREM PHPK2586681' 8/1/2023 9/1/2024 DAMAGISETOR ES(EaENTEoccurreDnce) $ 1,000,000 MED EXP(Any one person) $ 20,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JECTO LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: EMPLOYERS LEGAL $ 1,000,000 A ,AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANY AUTO PHPK2586681 8/1/2023 9/1/2024 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ AUTOS ONLY _ AUTOS ONLY PROPERTY acEciident)DAMAGE $ $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE PHUB876137 8/1/2023 9/1/2024 AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 $ B WORKERS COMPENSATION X AND EMPLOYERS'LIABILITY STATUTE ER PER H ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N 640707 1/1/2024 1/1/2025 E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Leased&Rented EQ PHPK2586681 8/1/2023 9/1/2024 Max Item 100,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is additional insured CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN p ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE qs- a-o--, ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 08/01/2023 Name of Person or Organization (Additional Insured): Per written contract SECTION II- WHO IS AN INSURED is amended to include as an additional insured the person(s)or organization(s) shown in the endorsement Schedule, but only with respect to liability for"bodily injury," "property damage" or"personal and advertising injury"arising out of or relating to your negligence in the performance of"your work"for such person(s)or organization(s)that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or"occurrence"we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III- LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies,the terms,conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages,consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $50,000 limit 2 Non-Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $30,000 limit 2 Damage to Premises Rented to You $1,000,000 3 HIPAA Clarification 4 Medical Payments $20,000 5 Medical Payments- Extended Reporting Period 3 years 5 Athletic Activities Amended 5 Supplementary Payments- Bail Bonds $5,000 5 Supplementary Payment- Loss of Earnings $1,000 per day 5 Employee Indemnification Defense Coverage $25,000 5 Key and Lock Replacement- Janitorial Services Client Coverage $10,000 limit 6 Additional Insured- Newly Acquired Time Period Amended 6 Additional Insured- Medical Directors and Administrators Included 7 Additional Insured- Managers and Supervisors (with Fellow Included 7 Employee Coverage) Additional Insured- Broadened Named Insured Included 7 Additional Insured- Funding Source Included 7 Additional Insured- Home Care Providers Included 7 Additional Insured- Managers, Landlords,or Lessors of Premises Included 7 Additional Insured- Lessor of Leased Equipment Included 7 Additional Insured- Grantor of Permits Included 8 Additional Insured- Vendor Included 8 Additional Insured- Franchisor Included 9 Additional Insured- When Required by Contract Included 9 Additional Insured- Owners, Lessees,or Contractors Included 9 Additional Insured- State or Political Subdivisions Included 10 Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury- includes Mental Anguish Included 11 Personal and Advertising Injury- includes Abuse of Process, Included 11 Discrimination A. Extended Property Damage SECTION I- COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury"or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury"or"property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I- COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to$50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non-Owned Watercraft SECTION I- COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I- COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph]. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems"where it appears in: a. The last paragraph of SECTION I- COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c.through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III- LIMITS OF INSURANCE. b. SECTION III- LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above,the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage"to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V- DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV- COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I- COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act(HIPAA). We have the right and the duty to defend the insured against any"suit," "investigation,"or"civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any"suit" seeking damages, "investigation," or"civil proceeding"to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional,Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any"violation"which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. 1 d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V- DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services(HHS) arising out of"violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation"does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments- Limit Increased to$20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I- COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION I- COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I- COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGE A AND B are amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to$5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION I- COVERAGES, SUPPLEMENTARY PAYMENTS- COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an"employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any"employee"who is alleged to be directly involved in a criminal proceeding is$25,000 regardless of the numbers of"employees,"claims or"suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement- Janitorial Services Client Coverage SECTION I- COVERAGES, SUPPLEMENTARY PAYMENTS- COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your"client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client"for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent"employee"as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee"does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any"manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION II- WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators- Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors- Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your"employees"are also insureds for"bodily injury"to a co- "employee"while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a)as it applies to managers of a limited liability company. c. Broadened Named Insured- Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source- Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers- At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises- Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any"occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment- Automatic Status When Required in Lease Agreement With You- Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) organization is an insured only with respect to liability for"bodily injury,""property damage"or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. h. Grantors of Permits- Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors- Only with respect to"bodily injury" or"property damage"arising out of"your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor- Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract- Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for"bodily injury," "property damage" or"personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors- Any person or organization, but only with respect to liability for"bodily injury," "property damage"or"personal and advertising injury"caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury"or"property damage"occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or (b) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions- Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury,""property damage" or"personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury"or"property damage"included within the "products-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV- COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the"occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or"suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV- COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV- COMMERCIAL GENERAL LIABILITY CONDITIONS, 8.Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV- COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury- Mental Anguish SECTION V- DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above)at any time. R. Personal and Advertising Injury- Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of"personal and advertising injury" is amended as follows: 1. SECTION V- DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V- DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-CXL-001 (03/14) COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY This policy has been issued in reliance upon the statement in the Declarations made a part hereof and in the application submitted for this insurance. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you"and "your" refer to the Named Insured shown in the Declarations and any other person qualifying as a Named Insured under this policy.The words"we," "us"and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II—WHO IS AN INSURED. Other words and phrases in this policy that appear in quotation marks have special meaning. Refer to SECTION V—DEFINITIONS. SECTION I—COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement We will pay on behalf of the insured the"ultimate net loss" in excess of the "applicable underlying limit,"whether or not collectible, which the insured becomes legally obligated to pay as damages because of"bodily injury," "property damage" or"personal and advertising injury" to which this insurance applies. Bodily Injury and Property Damage a. This insurance applies to"bodily injury"or"property damage"only if: (1) The"bodily injury"or"property damage"arising out of an "occurrence"takes place in the "coverage territory"; (2) The"bodily injury" or"property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1.a. of SECTION II—WHO IS AN INSURED and no"employee" authorized by you to give or receive notice of an "occurrence"or claim, knew that the"bodily injury" or"property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period,that the "bodily injury"or"property damage" occurred, then any continuation, change or resumption of such "bodily injury"or"property damage" during or after the policy period will be deemed to have been known prior to the policy period. b. "Bodily injury" or"property damage which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1.a. of SECTION II—WHO IS AN INSURED or any"employee"authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or"property damage" after the end of the policy period. c. "Bodily injury" or"property damage"will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.a.of SECTION II—WHO IS AN INSURED or any"employee"authorized by you to give or receive notice of an "occurrence" Page 1 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) or claim: (1) Reports all, or any part, of the "bodily injury"or"property damage"to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or"property damage"; or (3) Becomes aware by any other means that"bodily injury"or"property damage" has occurred or has begun to occur. Personal and Advertising Injury This insurance applies to"personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the"coverage territory"during the policy period. 2. Defense of Claims or Suits and Supplementary Payments a. We will have the right and duty to defend the insured against any"suit" seeking damages which are payable under COVERAGES A or B including damages wholly or partly within the "retained limit," but which are not payable by a policy of"underlying insurance,"or any other available insurance because: (1) Such damages are not covered; or (2) The"underlying insurance" has been exhausted by the payment of claims. Damages because of"bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the"bodily injury." b. We may investigate and settle any claim or"suit" in a.above at our discretion. c. Our right and duty in a. above ends when we have used up the "applicable limit of insurance" in the payment of judgments or settlements. d. We will pay, with respect to any claims or"suits"we defend in a. above: (1) All expense we incur. (2) Up to$2000 for cost of bail bonds (including bonds for related traffic violations) required because of an "occurrence"we cover. We do not have to furnish these bonds. (3) The premium for appeal bonds and bonds to release attachments, but only for bond amounts within the "applicable limit of insurance." We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit," including actual loss of earnings up to$250 a day because of time off from work. (5) All court costs taxed against the insured in the "suit." However, these payments do not include attorneys'fees or attorneys' expenses taxed against the insured. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If Page 2 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) we make an offer to pay the "applicable limit of insurance,"we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have: (a) Paid, or offered to pay; or (b) Deposited in court; The part of the judgment that is within the "applicable limit of insurance." These payments will not reduce the limits of insurance. e. We will have no duty to defend the insured against any claim or"suit"that any other insurer has a duty to defend. If we elect to join in the defense of such claims or"suits,"we will pay all expenses we incur, but we will not contribute to the expenses of the insured or the "underlying insurer." f. If we defend an insured against a "suit"and an indemnitee of the insured is also named as a party to the "suit,"we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same"insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit"and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the"suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the"suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the"suit"; and Page 3 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (ii) Conduct and control the defense of the indemnitee in such "suit." So long as the above conditions are met, attorneys'fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 3. Exclusions, f.(2) below, such payments will not be deemed to be damages for"bodily injury"and "property damage"and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys'fees and necessary litigation expenses as Supplementary Payments ends when we have used up the "applicable limit of insurance" in the payment of judgments or settlements or the conditions set forth above or the terms of the agreement described in Paragraph f.(6)above. 3. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury"or"property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury"or"property damage" resulting from the use of reasonable force to protect persons or property. b. Workers Compensation and Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. c. Employment Related Practices "Bodily injury"or"personal and advertising injury"to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment related practices, policies, acts or omissions such as discrimination, criticism, self-defamation, coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or malicious prosecution directed at that person (2) The spouse, child, parent, brother or sister of that person as a consequence of"bodily injury"or"personal and advertising injury"to that person at whom any of the employment- related practices described in Paragraphs (a), (b), or(c) above is directed. This exclusion applies: (1) Whether the injury-causing event described in Paragraphs (a), (b) or(c)above occurs before, during or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and Page 4 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (3) To any obligation to share damages with or to repay someone else who must pay damages because of the injury. d. War "Bodily injury,""property damage"or"personal and advertising injury" however caused arising, directly or indirectly out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Rebellion, revolution, insurrection, usurped power or action taken by governmental authority in hindering or defending against any of these. e. E.R.I.S.A. Any obligation of the insured under the Employees' Retirement Income Security Act (E.R.I.S.A.)and any amendments thereto or any similar federal, state, or local statute. f. Contractual Liability "Bodily injury"or"property damage"for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract," provided the"bodily injury"or"property damage"occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract," reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of"bodily injury"or "property damage," provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. g. Aircraft or Watercraft "Bodily injury" or"property damage"arising out of the ownership, maintenance, use or entrustment to others of any aircraft or watercraft owned, or operated by; or rented or loaned to any insured. Use includes operation and "loading or unloading." This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. This exclusion does not apply to: Page 5 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) Watercraft while ashore on premises you own or rent; (2) Watercraft you do not own that is: (a) Less than 50 feet long; and (b) Not being used to carry persons or property for a charge. (3) Liability assumed under any"insured contract"for the ownership, maintenance or use of aircraft or watercraft. (4) The extent that valid "underlying insurance"for the aircraft or watercraft liability risks described above exists or would have existed but for the exhaustion of underlying limits for"bodily injury"or"property damage." Coverage provided will follow the provisions, exclusions and limitations of the "underlying insurance" unless otherwise directed by this insurance; or (5) Aircraft that is: (a) Chartered by, loaned to, or hired by you with paid crew; and (b) Not owned by any insured. h. Auto Coverages (1) "Bodily injury" or"property damage"arising out of the ownership, maintenance or use of any"auto"which is not an "auto"covered by"underlying insurance"; or (2) Any loss, cost or expense payable under or resulting from any first party physical damage coverage; no-fault law; personal injury protection or auto medical payment coverage; or uninsured or underinsured motorist law. In addition, any other auto liability exclusions contained in the applicable"underlying insurance"shown in the Schedule of Underlying shall apply. i. Other Personal and Advertising Injury Exclusions "Personal and advertising injury": (1) Knowing Violation of Rights of Another Caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict"personal and advertising injury." (2) Material Published with Knowledge of Falsity Arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity. (3) Material Published Prior to Policy Period Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. All "personal and advertising injury" arising out of publication of the same or similar material subsequent to the beginning of the policy period is also excluded. Page 6 of 29 Includes copyrighted material of Insurance Services Office, Inc.,with permission. PI-CXL-001 (03/14) (4) Criminal Acts Arising out of a criminal act committed by or at the direction of the insured. (5) Contractual Liability For which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of a contract or agreement. (6) Breach of Contract Arising out of a breach of contract, except an implied contract to use another's advertising idea in your"advertisement." (7) Quality or Performance of Goods—Failure to Conform to Statements Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your"advertisement." (8) Wrong Description of Prices Arising out of the wrong description of the price of goods, products or services stated in your"advertisement." (9) Infringement of Copyright, Patent, Trademark or Trade Secret Arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your"advertisement." However, this exclusion does not apply to infringement in your"advertisement"of copyright, trade dress or slogan. (10) Insureds in Media and Internet Type Businesses Committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of websites for others; or (c) An internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 16. a., b. and c. under SECTION V—DEFINITIONS. For the purpose of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. (11) Electronic Chatrooms or Bulletin Boards Arising out of an electronic chatroom or bulletin board the insured hosts, owns or over Page 7 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) which the insured exercises control. (12) Unauthorized Use of Another's Name or Product Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. j. Damage to Property "Property damage"to property: (1) You own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the"property damage"arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of an insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the"property damage"arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work"was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are"your work"and were never occupied, rented or held for rental by you. Paragraphs (1), (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to"property damage" included in the "products-completed operations hazard." k. Damage to Your Product "Property damage"to"your product" arising out of it or any part of it. I. Damage to Your Work "Property damage"to"your work" arising out of it or any part of it and included in the "products-completed operations hazard." This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage to Impaired Property or Property Not Physically Injured "Property damage"to "impaired property"or property that has not been physically injured, arising out of: Page 8 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) A defect, deficiency, inadequacy or dangerous condition in "your product"or"your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to"your product" or"your work"after it has been put to its intended use. n. Recall of Products,Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Pollution (1) "Bodily injury,""property damage"or"personal and advertising injury"arising out of the actual alleged or threatened discharge, dispersal, seepage, migration, release or escape of"pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke,fume, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury"or"property damage"for which you may be held liable if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury"or"property damage"arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or Page 9 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury"or"property damage"arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of"mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the"bodily injury" or"property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as a part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury"or"property damage"sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury"or"property damage"arising out of heat, smoke or fumes from a "hostile fire." (e) At or from any premises, site or location on which any insured or any contractor or subcontractor working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants." (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or"suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants." However, this paragraph does not apply to liability for damages because of"property damage"that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or"suit" by or on behalf of a governmental authority. As used in this exclusion, "hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. Page 10 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) p. Discrimination Any liability arising from discrimination: (1) Suffered or allegedly suffered by any person based upon, but not limited to, color, creed, gender, race, national origin, age, handicap, illness, religion or sexual preference; or (2) Due to unfair trade practices. q. Asbestos "Bodily injury," "property damage"or"personal and advertising injury"arising out of the "asbestos hazard." We shall have no obligation under this policy: (1) To investigate, settle or defend any claim or"suit"against any insured alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the"asbestos hazard"; or (2) To pay, contribute to, or indemnify another for any damages,judgments, settlements, loss, costs or expenses that may be awarded or incurred by reason of any such claim or "suit"or any injury or damage, or in complying with any action authorized by law and relating to such injury or damage. As used in this exclusion: "Asbestos hazard" means: (a) An actual exposure or threat of exposure to the harmful properties of"asbestos"; or (b) The presence of"asbestos" in any place, whether or not within a building or structure. "Asbestos" means the mineral in any form, including but not limited to fibers or dust. r. Nuclear Energy Liability Under any Liability Coverage, to "bodily injury"or"property damage": (1) With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under such policy but for its termination upon exhaustion of its limit of liability; (2) Resulting from the "hazardous properties" of"nuclear material"and with respect to which (a)any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or(b)the insured is, or had this policy not been issued, would be entitled to indemnity from the United States of America, or any agency thereof, with any person or organization; or (3) Resulting from the"hazardous properties" of"nuclear material", if: (a) The "nuclear material" Page 11 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (i) Is at any"nuclear facility" owned by, or operated by or on behalf of an insured; or (ii) Has been discharged or dispersed therefrom; (b) The "nuclear material" is contained in "spent fuel" or"waste" at any time possessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an insured; or (c) The "bodily injury"or"property damage"arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any"nuclear facility," but if such facility is located within the United States of America, its territories or possessions or Canada, this Exclusion (c)applies only to "property damage"to such "nuclear facility" and any property threat. As used in this exclusion: "Hazardous properties" include radioactive, toxic or explosive properties. "Nuclear material" means"source material,""special nuclear material,"or"by-product material." "Source material," "special nuclear material," and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor." "Waste" means any waste material (a) containing "by-product material"other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material"content; and (b) resulting from the operation by any person or organization of any"nuclear facility" included under the first two paragraphs of "nuclear facility." "Nuclear facility" means: (a) Any"nuclear reactor"; (b) Any equipment or device designed or used for(i) separating the isotopes of uranium or plutonium; (ii) processing or utilizing "spent fuel"; or(iii) handling, processing or packaging "waste"; (c) Any equipment or device used for processing, fabricating or alloying of"special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of"waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a Page 12 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) self-supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioactive contamination of property. s. Liquor Liability "Bodily injury" or"property damage"for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. t. Trade or Economic Sanctions To the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including, but not limited to, the payment of claims. u. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. This exclusion does not apply if valid "underlying insurance"for the electronic data risks described above exists or would have existed but for the exhaustion of underlying limits for "bodily injury"and "property damage." Coverage provided will follow the provisions, exclusions and limitations of the"underlying insurance," unless otherwise directed by this insurance. v. Distribution of Material in Violation of Statutes "Bodily injury" or"property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act(TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of materials or information. SECTION II—WHO IS AN INSURED Page 13 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership,joint venture or limited liability company, you are an insured. Your"executive officers" and directors are insured, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Any subsidiary you wholly own, either directly or indirectly, at the inception of our policy. 3. Each of the following is also an insured: a. With respect to the "auto hazard": (1) Anyone using an "auto"you own, hire or borrow including any person or organization legally responsible for such use provided it is with your permission; and (2) Any of your"executive officers," directors, partners, "employees"or stockholders, operating an "auto" you do not own, hire or borrow while it is being used in your business. None of the following is an insured under(1)or(2) above: (a) Any person employed by or engaged in the duties of an auto sales agency, repair shop, service station, storage garage or public parking place that you do not operate. (b)The owner or lessee of any"auto" hired by or for you or loaned to you and any agent or employee of such lessee. b. With respect to aircraft: Anyone using an aircraft chartered with crew by you or on your behalf and anyone legally responsible for its use except: (1) The owner or crew of the aircraft or any person operating such aircraft; (2) Any manufacturer of the aircraft or any of its parts; (3) Any sales, service or repair company; (4) Any airport or hangar operator; or any"employee"of(2), (3) or(4). c. Except with respect to aircraft and the"auto hazard": Page 14 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) Your"volunteer workers"only while performing duties related to the conduct of your business, or your"employees," other than either your"executive officers" (if you are an organization other than a partnership,joint venture or limited liability company)or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees"or"volunteer workers" are insureds for: (a) "Bodily injury"or"personal and advertising injury": (i) To you, to your partners or members (if you are a partnership or joint venture), to a co-"employee"while in the course of his or her employment or performing duties related to the conduct of your business, or to your other"volunteer workers"while performing duties related to the conduct of your business unless insurance for such liability is afforded by the"underlying insurance"; (ii) To the spouse, child, parent, brother or sister of that co-"employee"or"volunteer worker" as a consequence of Paragraph (a)(i) above; (iii) For which there is any obligation to share damage with or repay someone else who must pay damages because of the injury described in Paragraphs (a)(i) or (ii) above; or (iv) Arising out of his or her providing or failing to provide professional health care services. (b) "Property damage"to property: (i) Owned, occupied or used by; (ii) Rented to, in the care custody or control of, or over which physical control is being exercised for any purpose by you, any of your"employees,""volunteer workers,"any partner or member(if you are a partnership or joint venture), or any member(if you are a limited liability company). (2) Any person (other than your"employee" or"volunteer worker"), or any organization while acting as your real estate manager. (3) Any person or organization having proper temporary custody of your property if you die, but only: (a) With respect to liability arising out of the maintenance or use of that property; and (b) Until your legal representative has been appointed. (4) Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. d. Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured. However: (1) Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; Page 15 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (2) Coverage A does not apply to"bodily injury" or"property damage"that occurred before you acquired or formed the organization; and (3) Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. e. Any person or organization for whom you agreed in writing to provide this insurance for operations you perform or facilities you own or use. This insurance is subject to your "applicable underlying limits"for such operations or facilities. f. Any other person or organization insured under any policy of the"underlying insurance." This grant is subject to all the limitations upon coverage under such policy other than the limits of the"underlying insurers" liability. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III—LIMITS OF INSURANCE 1. The limits of insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: (a) Insureds; (b) Claims made or"suits" brought, or number of vehicles involved; or (c) Persons or organizations making claims or bringing "suits." 2. The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of all "ultimate net loss" because of"bodily injury" and "property damage" included in the "products- completed operations hazard." 3. The General Aggregate Limit is the most we will pay for the sum of all "ultimate net loss" under Coverage A and Coverage B except: (a) Damages because of"bodily injury" and "property damage" included in the"products- completed operations hazard"; and (b) Damages because of"bodily injury" and "property damage" included in the "auto hazard." 4. Subject to 3. above, the most we will pay under Coverage B for the sum of all "ultimate net loss" because of all "personal and advertising injury"sustained by any one person or organization shall be an amount equal to the Each Occurrence Limit. 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of all "ultimate net loss" under Coverage A because of all "bodily injury" and "property damage"arising out of any one"occurrence." 6. If there is"underlying insurance"with a policy period that is non-concurrent with the policy period of this Commercial Umbrella Liability policy, the"applicable underlying limit"will only be reduced or exhausted by payments for: Page 16 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) a. "Bodily injury" or"property damage"which occurs during the policy period of this policy. b. "Personal and advertising injury"for offenses that are committed during the policy period of this policy. However, if any"underlying insurance" is written on a claims-made basis, the "applicable underlying limit"will only be reduced or exhausted by claims for that insurance that are made during the policy period, or any Extended Reporting Period, of this policy. To determine the Limit of Insurance, all "bodily injury"and "property damage" arising out of continuous or repeated exposure to the same general conditions shall be considered one "occurrence." The limits of insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV—CONDITIONS 1. Appeals If the insured or the "underlying insurer" elects not to appeal a judgment in excess of the "applicable underlying limit,"we may elect to make such appeal, at our cost and expense. If we so elect,we shall be liable in addition to the "applicable limit of insurance"for the: (a) Taxable costs; (b) Disbursements; and (c) Additional interest incidental to such appeal; but in no event will we be liable for damages in excess of the applicable aggregate Limit of Insurance. If a judgment is rendered in excess of the limits of"underlying insurance"and we offer to pay our full share of such judgment, but you or your"underlying insurers" elect to appeal it, you, your "underlying insurers"or both will bear: (1) The cost and duty of obtaining any appeal bond; (2) The taxable costs, disbursements and additional interest incidental to such appeal; and (3) Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed. 2. Bankruptcy a. Bankruptcy of Insured Bankruptcy or insolvency of the insured or the insured's estate will not relieve us of our obligations under this insurance. Page 17 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) b. Bankruptcy of Underlying Insurer Bankruptcy of the"underlying insurer"will not relieve us of our obligations under this insurance. However, this insurance will not replace the "underlying insurance" in the event of bankruptcy or insolvency of the"underlying insurer." This insurance will apply as if the"underlying insurance"were in full effect. 3. Cancellation a. The first Named Insured may cancel this insurance by mailing or delivering to us in advance, written notice of cancellation. b. We may cancel this insurance by mailing or delivering to the first Named Insured written notice of cancellation at least: (1) 10 days before the effective date of cancellation if we cancel for non-payment of premium; or (2) 30 days before the effective date of cancellation if we cancel for any other reason. c. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. d. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. e. If this policy is cancelled, we will send you any premium refund due. If we cancel, the refund will be pro rata. If you cancel, the refund will be pro rata, less 10% of the pro rata unearned premium. The cancellation will be effective even if we have not made or offered refund. f. If notice is mailed, proof of mailing will be sufficient proof of notice. 4. Changes This policy contains all the agreements between you and us concerning the insurance afforded. No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this insurance. 5. Duties in the Event of Occurrence or Offense, Claim or Suit a. You must see to it that we are notified as soon as practicable of any"occurrence" or any offense which may result in a claim under this insurance when the occurrence or offense is known to: (1) You, if you are an individual; (2) Your partner, if you are a partnership; (3) Your member, if you are a joint venture; (4) Your member or manager, if you are a limited liability company; or Page 18 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (5) Your officer or insurance manager, if you are an organization other than a partnership, joint venture or limited liability company. b. Notice should include: (1) How, when and where the"occurrence"or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence." c. If a claim or"suit" is brought against any insured which may result in a claim against this insurance, you must see to it that we receive prompt written notice of the claim or"suit." d. The insured must: (1) Cooperate with the"underlying insurers"; (2) Comply with the terms of the "underlying insurance"; (3) Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of"bodily injury," "property damage", or"personal and advertising injury"with respect to which insurance is provided under this or any policy of "underlying insurance." (4) When we believe that a claim may exceed the"underlying insurance,"we may join with the insured and the "underlying insurer" in the investigation, settlement and defense of all claims and "suits" in connection with such "occurrence"or offense. In such event, the insured must cooperate with us. 6. Examination of your Books and Records We may examine and audit your books and records as they relate to this insurance: a. At any time during the policy period; b. Up to three years afterward; or c. Within one year after final settlement of all claims under this insurance. 7. Inspection and Surveys We have the right but are not obligated to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: Page 19 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) Are safe or healthful; or (2) Comply with laws, regulations, codes or standards. 8. Legal Action Against Us No person or organization has a right under this insurance: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this insurance unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual trial. We will not be liable for damages that: (1) Are not payable under the terms of this insurance; or (2) Are in excess of the "applicable limit of insurance." An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 9. Maintenance of/Changes to Underlying Insurance The"underlying insurance" listed in the Schedule of Underlying Insurance in the Declarations shall remain in full effect throughout the policy period except for reduction of the aggregate limit due to payment of claims, settlements or judgments. Failure to maintain "underlying insurance"will not invalidate this insurance. However, this insurance will apply as if the "underlying insurance"were in full effect. If there is an increase in the scope of coverage of any"underlying insurance"during the term of this policy, our liability will be no more than it would have been if there had been no such increase. You must notify us as soon as practicable when any"underlying insurance" is no longer in effect or if the limits or scope of coverage of any"underlying insurance" is changed. 10. Other Insurance a. This insurance is excess over, and shall not contribute with any of the other insurance whether primary, excess, contingent or on any other basis. This condition will not apply to insurance specifically written as excess over this policy. When this insurance is excess, we will have no duty under this policy to defend the insured against any"suit" if any other insurer has a duty to defend the insured against that"suit." If no other insurer defends,we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. b. When this insurance is excess over other insurance,we will pay only our share of the "ultimate net loss"that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and Page 20 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (2) The total of all deductible and self-insured amounts under all that other insurance. 11. Transfer of Rights of Recovery Against Others to Us a. If any insured has rights to recover from any other person or organization all or part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after loss to impair those rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Any such recovery shall be applied as follows: (1) First, any person or organization (including the insured)that has paid an amount in excess of the applicable limits of insurance of this policy will be reimbursed for the actual excess amount paid under this policy; (2) Then, we will be reimbursed up to the amount we have paid; and (3) Last, any insured or issuer of scheduled "underlying insurance" is entitled to claim the remainder, up to the amount that insured or issuer of scheduled "underlying insurance" has paid. c. Expenses incurred in the exercise of such rights of recovery shall be apportioned among such persons or organizations, including the insured, in the same ratio as their respective recoveries are finally shared. 12. Premium a. The first Named Insured has primary responsibility for the payment of all premiums and will be the payee for any return premiums. b. If the premium is a flat charge, it is not subject to adjustment except as provided in d. below. c. If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of each year in which this insurance is in force at the rate shown in the Declarations, subject to the Minimum Annual Premium. d. Additional premium may become payable when coverage is provided for additional insureds; and Named Insureds under the provisions of SECTION II—WHO IS AN INSURED, Items 3. d., e., and f. 13. Premium Audit a. You must keep record of the information we need for premium computation and send us copies at such times as we may request; b. At the close of each audit period we will compute the earned premium for that period; and c. Audit premiums are due and payable on notice to you. 14. Representations or Fraud By accepting this insurance, you agree: a. The statements in the Declarations and any subsequent notice relating to "underlying Page 21 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) insurance"are accurate and complete; b. Those statements are based upon representations you made to us; c. We have issued this insurance in reliance upon your representations; and d. This policy is void in any case of fraud by you as it relates to this policy or any claim under this policy. 15. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned to you in this insurance, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or"suit" is brought. 16. Transfer of your Rights and Duties Under this Insurance Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to: a. Your legal representative but only while acting within the scope of duties as your legal representative. b. Anyone having your rights and duties but only with respect to that property, until your legal representative is appointed. 17. When Loss is Payable Coverage under this policy will not apply until the insured, or the insured's"underlying insurer" has paid or is obligated to pay the full amount of the "applicable underlying limit." When the amount of damages is determined by an agreed settlement or on a final judgment against an insured obtained after an actual trial, we will promptly pay on behalf of the insured the amount of damages covered under the terms of this policy. The first Named Insured will promptly reimburse us for any amount within the"retained limit." 18. Transfer of Defense When the underlying limits of insurance have been used up in the payment of judgments or settlements, the duty to defend will be transferred to us. We will cooperate in the transfer of control to us of outstanding claims or"suits"seeking damages to which this insurance applies which would have been covered by the"underlying insurance" had the applicable limit not been used up. SECTION V—DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: Page 22 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) a. Notices that are published include material placed on the internet or on similar electronic means of communication. b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Applicable limit of insurance" means the maximum amount we will pay as damages in accordance with SECTION III—LIMITS OF INSURANCE. 3. "Applicable underlying limit" means: a. If the policies of"underlying insurance"apply to the"occurrence"or offense, the greater of: (1) The amount of insurance stated in the policies of"underlying insurance" in the Declarations or any other available insurance less the amount by which any aggregate limit so stated has been reduced solely due to payment of claims; or (2) The"retained limit"shown in the Declarations; or b. If the policies of"underlying insurance"do not apply to the"occurrence" or offense, the amount stated in the Declarations as the"retained limit." The limits of insurance in any policy of"underlying insurance"will apply even if: (a) The "underlying insurer"claims the insured failed to comply with any condition of the policy; or (b) The "underlying insurer" becomes bankrupt or insolvent. 4. "Auto" means: a. A land motor vehicle, trailer or semi-trailer designed for travel on public road, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto"does not include "mobile equipment." 5. "Auto hazard" means all "bodily injury" and "property damage"for which liability insurance is afforded under the terms of the auto policy of"underlying insurance,"other than the limits of insurance of the auto policy of"underlying insurance." 6. "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including death resulting from any of these at any time. 7. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: Page 23 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in a "suit"on the merits, in the territory described in a. above or in a settlement we agree to. 8. "Employee" includes a "leased worker." "Employee"does not include a "temporary worker." 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Impaired property" means tangible property, other than "your product" or"your work,"that cannot be used or is less useful because: a. It incorporates"your product"or"your work"that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract agreement; if such property can be restored to use by: (1) The repair, replacement, adjustment or removal of"your product" or"your work"; or (2) Your fulfilling the terms of the contract or agreement. 11. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your"employees,"of any"auto." However, such contract or agreement shall not be considered an "insured contract"to the extent that it obligates you or any of your"employees"to pay for"property damage"to any"auto" rented or leased by you or any of your"employees." g. That part of any other contract or agreement pertaining to your business (including an Page 24 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for"bodily injury"or"property damage"to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraphs f. and g. do not include that part of any contract or agreement: (1) That indemnifies a railroad for"bodily injury" or"property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; (2) That pertains to the loan, lease or rental of an "auto"to you or any of your"employees," if the "auto" is loaned, leased or rented with a driver; or (3) That holds a person or organization engaged in the business of transporting property by "auto"for hire harmless for your use of a covered "auto"over a route or territory that person or organization is authorized to serve by public authority. 12. "Leased worker" mans a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker." 13. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or"auto"; b. While it is in or on an aircraft, watercraft or"auto"; or c. While it is being moved from an aircraft, watercraft or"auto"to the place where it is finally delivered; but"loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or"auto." 14. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery,forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: Page 25 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not"mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment"does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos." 15. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 16. "Personal and advertising injury" means injury, including consequential "bodily injury,"arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your"advertisement; or g. Infringing upon another's copyright, trade dress or slogan in your"advertisement." 17. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, Page 26 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) reconditioned or reclaimed. 18. "Products-completed operations hazard": a. Includes all "bodily injury" and "property damage"occurring away from premises you own or rent and arising out of"your product"or"your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work"will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury"or"property damage"arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading"of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 19. "Property damage" means: (a) Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or (b) Loss of use of tangible property that is not physically injured. All such loss shall be deemed to occur at the time of the "occurrence"that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 20. "Retained limit" is the amount stated in the Declarations as such. If the policies of"underlying insurance"do not apply to the "occurrence"or offense, the insured shall retain this amount as self-insurance with respect to: (a) "Bodily injury"or"property damage"caused by each "occurrence"; or (b) "Personal and advertising injury"sustained by any one person or organization. Page 27 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) The"retained limit" does not apply to"occurrences"or offenses which would have been covered by"underlying insurance" but for the exhaustion of applicable limits. 21. "Suit" means a civil proceeding in which damages because of"bodily injury," "property damage," or"personal and advertising injury"to which this insurance applies are alleged. "Suit" includes: (a) An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or (b) Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent or the"underlying insurer's"consent. 22. "Temporary worker"means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short-term workload conditions. 23. "Ultimate net loss" means the total sum, after reduction for recoveries or salvages collectible,that the insured becomes legally obligated to pay as damages by reason of settlement or judgments or any arbitration or other alternate dispute method entered into with our consent or the "underlying insurer's"consent. 24. "Underlying insurance" means any policies of insurance listed in the Declarations under the Schedule of Underlying Insurance and includes: a. Any renewal or replacement of such policies; and b. Any other insurance available to the insured. 25. "Underlying insurer" means any insurer which provides any policy of insurance listed in the Schedule of Underlying Insurance or any other insurance available to the insured. 26. "Volunteer worker" means a person who is not your"employee,"and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 27. "Your product" means: a. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (1) You; (2) Others trading under your name; or (3) A person or organization whose business or assets you have acquired; and b. Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. "Your product" includes: (a) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product"; and (b) The providing of or failure to provide warnings or instructions. Page 28 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) "Your product"does not include vending machines or other property rented to or located for the use of others but not sold. 28. "Your work" means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. "Your work" includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, or performance or use of"your work"; and (2) The providing of or failure to provide warnings or instructions. Page 29 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. / 5 -o25 �0,3 YMCAOFT-02 MNEIGHBORS CERTIFICATE OF LIABILITY INSURANCE DATE (MM/024 DD1YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Gerry Bulger NAME: PHONE FAX (A/c, No, Ext): (509) 363-4012 (AIC, No): Spokane Office Marsh McLennan Agency LLC 501 N. Riverpoint Blvd., Ste 403 Spokane, WA 99202 ADDRIE : Gerry.Bulger@MarshMMA.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Berkley National Insurance Company 38911 INSURED INSURER B: Idaho State Insurance Fund 36129 INSURER C : Young Men's Christian Association of the Inland Northwest INSURER D : 1126 N Monroe Spokane, WA 99201 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBLTR INSD WVDR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY Ful CLAIMS -MADE OCCUR X HHN 8533616-10 9/1/2024 9/1/2025 EACH OCCURRENCE $ 1,000,000 PR AGEET ERENTEDoccurren 11000,000 MED EXP (Any oneperson) 20,000 GEN'L PERSONAL & ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY E LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG 2,000,000 ISTOP GAP 1,000,000 A AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS AUTOS ONLY AUTOS ONLY HHN 8533616-10 9/1/2024 9/1/2025 EOMBINEDtSINGLE LIMIT $ 1,000,000 BODILY INJURY Perperson) $ BODILY INJURY Per accident $ Perr acEcident AMAGE $ A UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE HHN 8533616-10 9/1/2024 9/1/2025 EACH OCCURRENCE $ 5,000,000 X AGGREGATE $ 5,000,000 DED I X I RETENTION $ 0 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITYSTATUTE YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N f A 640707 111 /2024 1l1 /2025 X PER OTH- ER E.L. EACH ACCIDENT 500,000 E.L. DISEASE - EA EMPLOYEE $ 500,000 E.L. DISEASE - POLICY LIMIT 500 000 A A Prof. Liability Leased & Rented EQ HHN 8533616-10 HHN 8533616-10 9/1/2024 9/1/2024 9/1/2025 9/1/2025 Each Claim Max Item 1,000,000 100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is additional insured City of Spokane Valley 10210 E Sprague Ave 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 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 83 91 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ CAREFULLY. GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Throughout this endorsement, the words "you" and "your" refer to the Named Insured shown in the Declarations. The word "we," "us," and `bur" refer to the company providing this insurance. The following is only a summary of the additional coverages provided by this endorsement and is provided only for your reference and convenience. For the Limits of Insurance and the additional coverages provided by this endorsement, read the provisions on the following pages and the Coverage Form, which this endorsement modifies. SUBJECTS OF INSURANCE Broadened Bodily Injury Broadened Personal and Advertising Injury Broadened Property Damage Broadened Fire, Lightning, Explosion, and Sprinkler Leakage - $500,000 Broadened Medical Payments - $20,000 Broadened Supplementary Benefits a. Bail Bonds - $1,000 b. Expenses Incurred to Assist in Defense - $500 per Day Broadened Newly Acquired or Formed Organization Broadened Non -Owned or Chartered Watercraft or Aircraft Broadened Commercial General Liability Conditions a. Duties in the Event of Occurrence, Offense, Claim, or Suit b. Liberalization — Automatic Coverage If We Adopt Broader Coverages c. Notice to Company Automatic Coverage for "Special Events" Automatic Additional Insureds a. Athletic Activity Participants b. Contractual Obligations c. Funding Sources d. Manager or Lessor of Premises e. Owner, Manager, Operator, or Lessor of "Special Event' Premises f. Supervisors or Higher in Rank — Co -Employee Exclusion Removed g. Limitations Blanket Waiver of Subrogation Priority of Application for Multiple Insureds The coverages listed in this endorsement are provided as extensions or additions to your insurance program. CG 83 91 12 19 Includes copyrighted material of Insurance Services Page 1 of 8 Office, Inc., with its permission A. BROADENED BODILY INJURY Paragraph 3. of Section V — Definitions is deleted and replaced with the following: 3. "Bodily injury" means physical injury, sickness, or disease sustained by a person, including death resulting from any of these. "Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. B. BROADENED PERSONAL AND ADVERTISING INJURY 1. Paragraph 14. of Section V - Definitions is deleted and replaced with the following: 14. "Personal and advertising injury" means injury, including consequential "bodily injury" arising out of one or more of the following offenses during the policy period. a. False arrest, detention, or imprisonment; b. Malicious prosecution or abuse of process; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling, or premises that a person occupies by or on behalf of its owner, landlord, or lessor; d. Oral, written, televised, videotaped, or electronic publication of material that slanders or libels a person or organization, or disparages a person's or organization's goods, products, or services; e. Oral, written, televised, videotaped or electronic publication of material that violates a person's right of privacy; f. Misappropriation of advertising ideas or style of doing business; g. Infringement of copyright, title, or slogan; or h. Mental injury, mental anguish, humiliation, or shock, if directly resulting from Items 14.a. through 14.g. above. 2. Exclusions 2.b. and 2.c. under Coverage B -Personal and Advertising Injury Liability are deleted and replaced with the following: b. Material Published with Knowledge of Falsity "Personal and advertising injury" arising out of oral, written, televised, videotaped, or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; c. Material Published Prior to Policy Period "Personal and advertising injury" arising out of oral, written, televised, videotaped, or electronic publication of material whose first publication took place before the beginning of the policy period; C. BROADENED PROPERTY DAMAGE Exclusion 2.a. under Coverage A - Bodily Injury and Property Damage Liability is deleted and replaced with the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. D. BROADENED FIRE, LIGHTNING, EXPLOSION AND SPRINKLER LEAKAGE 1. Paragraph 6. under Section III - Limits Of Insurance is deleted and replaced with the following: 6. Subject to 5. above, the Damage to Premises Rented to You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premises while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner; and b. Personal property of others in your care, custody, or control, while at premises rented to you or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner, arising out of any one fire, lightning, explosion, or sprinkler leakage occurrence. Page 2 of 8 Includes copyrighted material of Insurance Services CG 83 91 12 19 Office, Inc., with its permission The Damage to Premises Rented to You Limit is the greater of: c. $500,000; or d. The amount shown in the Declarations for Damage to Premises Rented to You Limit. 2. Paragraph 2. Exclusions of Coverage A - Bodily Injury and Property Damage Liability is amended as follows: Paragraphs c. through n., do not apply to damage by fire, lightning, explosion, or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. 3. Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions is amended as follows: Paragraph b.(1)(a)(ii) is deleted and replaced with the following: (ii) That is Fire, Lightning, Explosion, or Sprinkler Leakage insurance for premises rented to you or temporarily occupied by you with permission of the owner; or 4. Paragraph 9.a. under Section V - Definitions is deleted and replaced with 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 or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 5. This Broadened Coverage is subject to all the terms of Section III - Limits Of Insurance. 6. This Broadened Coverage does not apply if Fire Damage Liability of COVERAGE A (SECTION 1) is excluded either by the Declaration to this Coverage Part or by an endorsement to this Coverage Part. E. BROADENED MEDICAL PAYMENTS 1. The following provision is added to Paragraph 2. of Section III - Limits Of Insurance: The Medical Expense Limit shall be the greater of: a. $20,000; or b. The amount shown in the Declarations for Medical Expense Limit. 2. This Medical Expense Limit is subject to all the terms of Section III - Limits Of Insurance. 3. This above Medical Expense Limit does not apply if Coverage C - Medical Payments is excluded either by the Declaration to this Coverage Part or by an endorsement to this Coverage Part. F. BROADENED SUPPLEMENTARY PAYMENTS Paragraphs 1.b. and 1.d. under Supplementary Payments - Coverages A and B are deleted and replaced with the following: b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit," including actual loss of earnings up to $500 a day because of time off from work. G. BROADENED NEWLY ACQUIRED OR FORMED ORGANIZATION Paragraph 3.a under Section II - Who Is An Insured is deleted and replaced by the following: a. Coverage under this provision is afforded only until the 120t' day after you acquire or form the organization or the end of the policy period, whichever is earlier. H. BROADENED NON -OWNED OR CHARTERED WATERCRAFT OR AIRCRAFT Exclusion 2.g. under Coverage A - Bodily Injury and Property Damage Liability is deleted and replaced by the following: g. "Bodily injury" or "property damage" arising out of the ownership, maintenance, use, or entrustment to others of any aircraft, "auto," or watercraft owned by or operated by, or rented or loaned to, any insured. Use includes operation and "loading or unloading". CG 83 91 12 19 Includes copyrighted material of Insurance Services Page 3 of 8 Office, Inc., with its permission This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (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; (3) Parking an "auto" on, or on the ways next to premises you own or rent, provided the "auto" is not owned by or rented, or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance, or use of aircraft, watercraft, or "autos"; or (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f. (2) or f. (3) of Section V - Definitions, Paragraph 12., "Mobile Equipment"; or (6) An aircraft you do not own that is: (a) Hired, chartered, or loaned with a crew; and (b) Not owned in whole or in part by any insured. (7) This insurance does not apply, under Paragraph g.(1) and g.(2) above, if the insured has any other insurance for "bodily injury" or "property damage" which would also apply to loss covered under this provision, whether the other insurance is primary, excess, contingent, or on any other basis. (8) This insurance is excess, under Paragraph g.(6) above, over any other insurance, whether the other insurance is primary, excess, contingent or on any other basis. BROADENED COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Paragraph 2. Duties in The Event Of Occurrence, Offense, Claims Or Suit under Section IV - Commercial General Liability Conditions is amended to add the following provision: e. Your obligation to notify us as soon as practicable of an "occurrence," or offense under Paragraph 2.a. above, or a claim or "suit" or offense under Paragraphs 2.a., 2.b., and 2.c above, is satisfied if you send us written notice as soon as practicable after any of your "executive officers," directors, partners, insurance managers, or legal representatives becomes aware of, or should have become aware of, such "occurrence," offense, claim or "suit." 2. The following provisions are added to Section IV - Commercial General Liability Conditions: 10. Liberalization If we adopt any revision that would broaden the coverage under this coverage part without additional premium within 30 days prior to or during the policy period, the broadened coverage will immediately apply to this coverage part. 11. Notice To Company If you report an "occurrence" or offense to your Workers' Compensation insurer which later becomes a claim under this Coverage Part, failure to report such "occurrence" or offense to us at the time of the "occurrence" or offense will not be considered a violation of the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition, if you notify us as soon as practicable when you become aware that the "occurrence" or offense has become a liability claim. J. AUTOMATIC COVERAGE FOR SPECIAL EVENTS 1. You are automatically covered for all "special events" which you organize, promote, administer, sponsor, or conduct during the term of this policy. 2. Section V - Definitions is amended to add the following paragraph: 23. "Special Event" means any event: a. The purpose of which is to raise funds for you; or b. To recognize the accomplishments of your organization, your "employees," or your "volunteer workers"; or Page 4 of 8 Includes copyrighted material of Insurance Services CG 83 91 12 19 Office, Inc., with its permission c. Which you, or an individual or organization with whom you have entered into a contract or agreement, organize, promote, administer, sponsor, or conduct for the purposes described in Paragraphs a. or b. above; and d. Which takes place on premises owned by you, or on premises while rented or leased to you or to that organization described in Paragraph c. above. K. AUTOMATIC ADDITIONAL INSURED(S) The following provisions are added to Section II - Who Is An Insured: 4. Automatic Additional Insured(s) a. Additional Insureds - Athletic Activity Participants (1) This policy is amended to include as an insured any person(s) [hereinafter called Additional Insured(s)] representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: (a) "Medical expenses" under Coverage C - Medical Payments. (b) "Bodily Injury" to: (i) A co -participant, your "volunteer worker" or your "employee" while participating in amateur athletic activities that you sponsor; or (ii) You, or any partner or member, (if you are a partnership orjoint venture), or any member (if you are a limited liability company); or (c) "Property damage" to property owned by, occupied or used by, rented to , in the care, custody, or control of, or over which physical control is being exercised for any purpose by: (i) A co -participant, your "volunteer worker", or your "employee"; or (ii) You, or any partner or member, (if you are a partnership or joint venture), or any member (if you are a limited liability company). Additional Insured - Contractual Obligations (1) This policy is amended to include as an insured any person or organization (hereinafter called Additional Insured) that you are required by a written "insured contract" to include as an insured, subject to all of the following provisions: (a) Coverage is limited to liability arising out of: (1) Your ongoing operations performed for such Additional Insured; or (2) Such Additional Insured's financial control of you; or (3) The maintenance, operation or use by you of equipment leased to you by such Additional Insured; or (4) A permit issued to you by a state or political subdivision. (b) Coverage does not apply to any "occurrence" or offense: (i) Which took place before the execution of, or subsequent to the completion or expiration of, the written "insured contract"; or (ii) Which takes place after you cease to be a tenant in that premises. (c) With respect to architects, engineers, or surveyors, coverage does not apply to "Bodily Injury," "Property Damage," "Personal Injury," or "Advertising Injury" arising out of the rendering or the failure to render any professional services by or for you including: (i) The preparing, approving, or failing to approve or prepare maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (ii) Supervisory, inspection, or engineering services. (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. CG 83 91 12 19 Includes copyrighted material of Insurance Services Page 5 of 8 Office, Inc., with its permission (e) In the event that you are engaged in the manufacture or assembly of any goods or products for the benefit or at the direction of another party, pursuant to a contract or agreement with that party, this paragraph (e). does not extend coverage to that party as an Additional Insured. Coverage for such a party will be extended only by a specific endorsement issued by us and naming such party. c. Additional Insured - Funding Sources (1) This policy is amended to include as an insured any Funding Source (hereinafter called Additional Insured) which requires you in a written contract to name such Additional Insured but only with respect to liability arising out of your premises or "your work" for such Additional Insured, and only to the extent set forth as follows: (a) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this policy and subject to all the terms, conditions and exclusions for this policy. The Limits of Insurance applicable to the Additional Insured are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (b) The coverage provided to the Additional Insured is not greater than that customarily provided by the policy forms specified in and required by the contract. (c) In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. d. Additional Insured - Manager or Lessor of Premises (1) This policy is amended to include as an insured any person or organization (hereinafter called Additional Insured) from whom you lease or rent your premises and which requires you to add such person or organization as an Additional Insured in this policy under: (a) A written contract; or (b) An oral agreement or contract where a Certificate of Insurance has been issued showing that person or organization as an Additional Insured; but only if the written or oral agreement is an "insured contract"; (a) Currently in effect or to become effective during the term of this policy; and (b) Executed prior to the "bodily injury," "property damage," "personal injury", or "advertising injury." (2) With respect to the insurance afforded the Additional Insured identified in Paragraph d.(1) immediately above, the following additional provisions apply: (a) This insurance applies only to liability arising out of the ownership, maintenance, or use of that portion of the premises leased to you; (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this policy and subject to all this policy's terms, conditions, and exclusions. The Limits of Insurance applicable to the Additional Insured are inclusive of, not in addition to, the Limits of Insurance shown in the Declarations. (c) In no event shall the coverages or Limits of Insurance in this Coverage Part be increased by such contract or agreement. (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. (3) This insurance does not apply to: (a) Any "occurrence" or offense which takes place after you cease to be a tenant in the premises covered by this endorsement; or Page 6 of 8 Includes copyrighted material of Insurance Services CG 83 91 12 19 Office, Inc., with its permission (b) Structural alterations, new construction, or demolition operations performed by or on behalf of the Additional Insured. e. Additional Insured - Owner, Manager, Operator or Lessor of "Special Events" Premises (1) This policy is amended to include as an insured any person or organization (hereinafter called Additional Insured) from whom you lease, rent or occupy the premises upon which a "special event" is held, sponsored or conducted by you, or on your behalf, under: (a) A written contract; or (b) An oral agreement or contract where a Certificate of Insurance has been issued showing that person or organization as an Additional Insured; but only if the written or oral agreement is an "insured contract," (i) Currently in effect or to become effective during the term of this policy; and (ii) Executed prior to the "bodily injury", "property damage" or "personal and advertising injury". (2) With respect to the insurance afforded the Additional Insured identified in Paragraph e. (1) of this endorsement, the following additional provisions apply: (a) This insurance applies only to liability arising out of the use of that portion of the premises while leased or rented to you for the specific "special event"; (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the contract or agreement pertaining to the use of the premises or in the Declarations for this policy and subject to all of this policy's terms, conditions, and exclusions. The Limits of Insurance applicable to the Additional Insured are inclusive of, not in addition to, the Limits of Insurance shown in the Declarations. (c) In no event shall the coverage or Limits of Insurance in this Coverage Form be increased by such contract or agreement. (d) Coverage provided herein shall be considered excess over any other valid and collectible insurance available to the Additional Insured whether that other insurance is primary, excess, contingent, or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. (3) This insurance does not apply to: (a) Any "occurrence" or offense which takes place after you cease to be a tenant, licensee or occupant in the premises covered by this endorsement; or (b) Any acts or "occurrences" caused by or attributable to the owner, manager, operator, or lessor of the premises upon which the "special event" is held. Additional Insured - Supervisors or Higher in Rank (1) This policy is amended to include as insured any "employees" (hereinafter called Additional Insured), designated as supervisor or higher in rank, who are authorized by you to exercise direct or indirect supervision and control over "employees" and the manner in which work is performed, but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" designated as supervisor or higher in rank, is an insured for: (a) "Bodily injury" or "personal injury": (i) To you, to your partners or members (if you are a partnership or joint venture), or to your members (if you are a limited liability company); (ii) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph (a)(i) above; or (iii) Arising out of his or her providing or failing to provide professional health care services. (b) "Personal Injury": (1) To a co -"employee" while in the course of his or her employment; (ii) To the spouse, child, parent, brother or sister of that co -"employee" as a consequence of Paragraph (b)(i) above; or CG 83 91 12 19 Includes copyrighted material of Insurance Services Page 7 of 8 Office, Inc., with its permission (iii) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (b)(i) or (b)(ii) above. (c) "Property damage" to property: (i) Owned, occupied or used by; or (ii) Rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by you, any of your "employees," any partner, or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). g. Additional Insured - LIMITATIONS (1) The persons, entities, or organizations to which coverage is extended under Paragraphs a. (Athletic Activity Participants), b. (Contractual Obligations), c. (Funding Sources), d. (Managers or Lessors of Premises), and e. (Owner, Manager, Operator, or Lessor of "Special Events" Premises) are Additional Insureds, but only: (a) With respect to each Additional Insured's vicarious liability for "actual damages" solely caused by you or by "your work" that is ongoing for such Additional Insured's supervision of "your work"; and (b) If the Additional Insured did not cause or contribute to the "occurrence" or act resulting in liability. (2) If an endorsement is attached to this policy and specifically names a person or organization as an Additional Insured, then the coverage extended under this paragraph 4. AUTOMATIC ADDITIONAL INSURED(S) does not apply to that person, entity, or organization. (3) The following is added to Section V - Definitions: 24. "Actual Damages" is to have its usual and customary legal meaning and excludes without limitation, punitive damages, restitution, penalties, and formula damages added to "actual damages" and any other enhanced damages. (4) All other terms and conditions of this Coverage Part which are not inconsistent with this Paragraph h. apply to coverage extended to the above referenced Additional Insureds REGARDLESS OF WHETHER OR NOT A COPY OF THIS COVERAGE PART AND/OR ITS ENDORSEMENTS ARE DELIVERED TO AN ADDITIONAL INSURED. L. BLANKET WAIVER OF SUBROGATION Paragraph 8. under Section IV - Commercial General Liability Conditions is deleted and replaced with the following: 8. Transfer of Rights Of Recovery Against Others To Us And Blanket Waiver Of Subrogation a. If an insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. If required by written "insured contract," 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" done under a contract for that person or organization and included in the "products -completed operations hazard." M. PRIORITY OF APPLICATION FOR MULTIPLE INSUREDS Section III - Limits Of Insurance is amended to add the following paragraph: 8. In the event a claim or "suit" is brought against more than one insured, due to "bodily injury" or "property damage" from the same "occurrence," or "personal injury," or "advertising injury," from the same offense, we will apply the Limits of Insurance in the following order: a. You; Your "executive officers," directors, "employees," and c. Any other insureds in any order that we choose. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Page 8 of 8 Includes copyrighted material of Insurance Services CG 83 91 12 19 Office, Inc., with its permission BUSINESS AUTO BROADENING ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies and is subject to the insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following is only a summary of the additional coverages provided by this endorsement and is provided only for your reference and convenience. For the Limits of Insurance and the additional coverages provided by this endorsement, read the provisions on the following pages and the Coverage Form, which this endorsement modifies. The deductibles specified on your "auto" declarations page are applicable to these coverages unless a different deductible is indicated. If one or more of these coverages is provided by a specific endorsement, then the specific endorsement will apply. SUBJECTS OF INSURANCE Who Is An Insured 1. Broad Form Named Insured 2. Employees As Insureds 3. Volunteers As Insureds 4. Employee Hired Auto Broadened Liability Supplementary Payments 1. Bail Bonds - $3,000 2. Reasonable Expenses Incurred - $300 per day Physical Damage Coverage Amendments 1. Towing 2. Coverage Extensions a) Transportation Expenses b) Loss of Use Expenses c) Auto Loan/Lease Gap Coverage d) Personal Property Coverage e) Airbag Discharge 3. Hired Car Physical Damage 4. Rental Reimbursement Coverage 5. Audio, Visual and Data Electronic Equipment 6. Deductible Amendments a) 2 or more Autos b) Glass Deductible Business Auto Conditions Amendments 1. Knowledge of Occurrence 2. Blanket Waiver of Subrogation General Condition Amendment Unintentional Errors and Omissions The coverages listed in this endorsement are provided as extensions or additions to your insurance program. CA 83 40 12 14 Page 1 of 5 Includes copyrighted material of Insurance Services Inc. used with its permission. BUSINESS AUTO BROADENING ENDORSEMENT 1. Broad Form Named Insured h. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a The following is added to Section II — Liability contract or agreement in that "employee's" Coverage, Paragraph A. 1. Who Is An Insured name, with your permission, while provision: performing duties related to the conduct of your business. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: 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. e. Your Board Members (or their spouses) are an "insured" while operating an "auto" hired or rented under a contract or agreement in that Board Member's or spouses name, with your permission, while performing duties related to the conduct of your business. 2. Employees As Insureds The following is added to Section II — Liability Coverage, Paragraph A. 1. Who Is An Insured provision: f. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow while performing duties related to the conduct of your business. 3. Volunteers As Insureds The following is added to Section II — Liability Coverage, Paragraph A. 1. Who Is An Insured provision: Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. Anyone else who furnishes that "auto" is also an "insured". 4. Employee As Insured The following is added to Section II — Liability Coverage, Paragraph A. 1. Who Is An Insured provision: 5. Broadened Liability Supplementary Payments The following replaces Section II — Liability Coverage, Paragraph A.2. Coverage Extensions, a. Supplementary Payments (2) and (4): (2) Up to $3000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual "loss" of earnings up to $300 a day because of time off from work. 6. Towing The following replaces Section III — Physical Damage Coverage, A. Coverage, Paragraph 2. Towing: We will pay up to $ 75 for towing and labor costs incurred each time a covered "auto" is disabled. However, the labor must be performed at the place of disablement. No deductible applies to this coverage. 7. Transportation Expenses The following replaces Section III — Physical Damage Coverage, 4. Coverage Extensions, a. Transportation Expenses: We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the policy period and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". CA 83 40 12 14 Page 2 of 5 Includes copyrighted material of Insurance Services Inc. used with its permission. BUSINESS AUTO BROADENING ENDORSEMENT 8. Loss Of Use Expenses The following replaces Section III — Physical Damage Coverage, A. Coverage, 4. Coverage Extensions, b. Loss of Use Expenses: For Hired Auto Physical Damage, we will pay expense for which an "insured" becomes legally responsible to pay for "loss" of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for "loss" of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $80 per day, to a maximum of $800. 9. Auto Loan/Lease Gap Coverage The following is added to the Section III — Physical Damage Coverage, Paragraph 4. Coverage Extensions: c. Auto Loan/Lease Gap Coverage In the event of a total "loss" to a covered "auto" shown in the Schedule or Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: (1) The amount paid 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; (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. 10. Personal Property Coverage The following is added to Section III — Physical Damage Coverage, A. Coverage, 4. Coverage Extensions. d. Personal Property Coverage We will pay up to $500 for loss to any personal property which is: (1) owned by an "insured"; and (2) in or on your covered "auto". This coverage is applicable only in the event of a total theft of a covered "auto". No deductible applies to this coverage. 11. Airbag Discharge The following is added to Section III — Physical Damage Coverage, A. Coverage, 4. Coverage Extensions. e. Airbag Discharge If there is an accidental discharge of an airbag in your covered "auto", we will pay to have the airbag replaced. This extension is excess over any other collectible insurance or warranty. No deductible applies to this coverage. 12. Hired Car Physical Damage If this policy provides Comprehensive, Specified Causes of Loss or Collision Coverage, that coverage may be extended to hired "autos". The coverage available to a hired "auto" will be equal to the broadest coverage shown on the Declarations available to any covered "auto". The most we will pay for any one "accident' or "loss" is: CA 83 40 12 14 Page 3 of 5 Includes copyrighted material of Insurance Services Inc. used with its permission. BUSINESS AUTO BROADENING ENDORSEMENT (1) $40,000; or (2) The actual cash value or cost of repair of the damaged or stolen property. Paragraph 5.b. of the Other Insurance Condition in the Business Auto Coverage Form is replaced by the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. (3) Any covered "auto" hired or rented by your Board Members (or their spouses) under a contract in that individual Board Member's (or spouses') name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered auto. 13. 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". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. b. We will pay only for those expenses incurred during the policy period and ending, regardless of the policy's expiration, with the lesser of the following number of days. c. Our payment is limited to the lesser of the following amounts: (1) Necessary and actual expenses incurred. (2) $50 per day. d. This coverage does not apply while there are spare or reserve autos available to you for your operations. 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 Section III — Physical Damage Coverage, 4. Coverage Extensions, a. Transportation Expenses. 14. Audio, Visual And Data Electronic Equipment We will pay with respect to a covered "auto" for "loss" to any electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered auto at the time of the loss or the equipment is removable from a housing unit which is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto" electrical system, in or upon the covered "auto". The most we will pay for "loss" to audio, visual or data electronic equipment as a result of any one "accident" is the lessor of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or (1) The number of days reasonably c. $400. required to repair or replace the covered "auto". If loss is caused by theft, this This coverage does not apply if there is other number of days is added to the number coverage provided under this policy for the of days it takes to locate the covered above described audio, visual and data "auto" and return it to you. electronic equipment. We will pay any deductible, up to $400, that is applicable to the (2) 30 days. other coverage. CA 83 40 12 14 Page 4 of 5 Includes copyrighted material of Insurance Services Inc. used with its permission. BUSINESS AUTO BROADENING ENDORSEMENT No deductible applies to this coverage. 15. Deductible Amendment The following is added to Section III — Physical Damage Coverage, A. Coverage, Paragraph D. Deductible. In the event that a "loss" from one "accident" involves two or more covered "autos", only the largest applicable deductible for Comprehensive, Specified Causes Of Loss, or Collision coverage will apply. This provision applies only to those "autos" designated in the Schedule or Declarations to have Comprehensive, Specified Causes Of Loss, or Collision coverage. 16. Glass Deductible The following is added to Section III — Physical Damage Coverage, Paragraph D. Deductible. No deductible applies to "loss" to glass used in the windshield, doors or windows of a covered "auto". 17. Knowledge Of Occurrence The following replaces Section IV — Business Auto Conditions, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss, a. a. In the event of "accident", "claim", "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident" or "loss". Include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Your obligation to provide prompt notice to us is satisfied if you send us notice as soon as practicable after: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or insurance manager, if you are a corporation; (4) Your members, managers or insurance manager, if you are a limited liability company; (5) Your elected or appointed officials, trustees, board members, or your insurance manager, if you are an organization other than a partnership, joint venture, or limited liability company; becomes aware of, or should have become aware of such "accident", "claim", "suit" or "loss". 18. Blanket Waiver Of Subrogation The following is added to Section IV — Business Auto Conditions, A. Loss Conditions. If required by written insured contract, we waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury" or "property damage" caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". 19. Unintentional Errors And Omissions The following is added to Section IV — Business Auto Conditions, B. General Condition, 2. Concealment, Misrepresentation Or Fraud. However, if you should unintentionally misrepresent or conceal information to us at any time, we will not deny coverage under this policy based on this unintentional error or omission. This provision does not affect our right to cancel or non -renew your coverage or collect additional premium for any added exposures. THIS ENDORSEMENT MUST BE ATTACHED TO A CHANGE ENDORSEMENT WHEN ISSUED AFTER THE POLICY IS WRITTEN. CA 83 40 12 14 Page 5 of 5 Includes copyrighted material of Insurance Services Inc. used with its permission. COMMERCIAL EXCESS CX 83 08 12 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL EXCESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under the "controlling underlying insurance". Other words and phrases that appear in quotation marks in this Coverage Part have special meaning. Refer to Section IV — Definitions. Other words and phrases that are not defined under this Coverage Part but defined in the "controlling underlying insurance" will have the meaning described in the policy of "controlling underlying insurance". The insurance provided under this Coverage Part will follow the same provisions, exclusions and limitations that are contained in the applicable "controlling underlying insurance", unless otherwise directed by this insurance. To the extent such provisions differ or conflict, the provisions of this Coverage Part will apply. However, the coverage provided under this Coverage Part will not be broader than that provided by the applicable "controlling underlying insurance". There may be more than one "controlling underlying insurance" listed in the Declarations and provisions in those policies conflict, and which are not superseded by the provisions of this Coverage Part. In such a case, the provisions, exclusions and limitations of the "controlling underlying insurance" applicable to the particular "event" for which a claim is made or suit is brought will apply. SECTION I — COVERAGES 1. Insuring Agreement a. We will pay on behalf of the insured the "ultimate net loss" in excess of the "retained limit" because of "injury or damage" to which insurance provided under this Coverage Part applies. We will have the right and duty to defend the insured against any suit seeking damages for such "injury or damage" when the applicable limits of "controlling underlying insurance" have been exhausted in accordance with the provisions of such "controlling underlying insurance". When we have no duty to defend, we will have the right to defend, or to participate in the defense of, the insured against any other suit seeking damages for "injury or damage". However, we will have no duty to defend the insured against any suit seeking damages for which insurance under this policy does not apply. At our discretion, we may investigate any "event" that may involve this insurance and settle any resultant claim or suit, for which we have the duty to defend. But: (1) The amount we will pay for "ultimate net loss" is limited as described in Section II — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of "defense expenses", judgments or settlements under this Coverage Part. b. This insurance applies to "injury or damage" that is subject to an applicable "retained limit". If any other limit, such as, a sublimit, is specified in the "controlling underlying insurance", this insurance does not apply to "injury or damage" arising out of that exposure unless that limit is specified in the Declarations under the Schedule of "controlling underlying insurance". c. If the "controlling underlying insurance" requires, for a particular claim, that the "injury or damage" occur during its policy period in order for that coverage to apply, then this insurance will only apply to that "injury or damage" if it occurs during the policy period of this Coverage Part. If the "controlling underlying insurance" requires that the CX 83 08 12 14 Includes copyrighted material of Insurance Services Office, Inc. used with its Page 1 of 6 permission. "event" causing the particular "injury or damage" takes place during its policy period in order for that coverage to apply, then this insurance will apply to the claim only if the "event" causing that "injury or damage" takes place during the policy period of this Coverage Part. d. Any additional insured under any policy of "controlling underlying insurance" will automatically be an additional insured under this insurance. If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance required by the contract, less any amounts payable by any "controlling underlying insurance". Additional insured coverage provided by this insurance will not be broader than coverage provided by the "controlling underlying insurance". 2. Exclusions The following exclusions, and any other exclusions added by endorsement, apply to this Coverage Part. In addition, the exclusions applicable to any "controlling underlying insurance" apply to this insurance unless superseded by the following exclusions, or superseded by any other exclusions added by endorsement to this Coverage Part. Insurance provided under this Coverage Part does not apply to: a. Medical Payments Medical payments coverage or expenses that are provided without regard to fault, whether or not provided by the applicable "controlling underlying insurance". b. Auto Any loss, cost or expense payable under or resulting from any of the following auto coverages: (1) First -party physical damage coverage; (2) No-fault coverage; (3) Personal injury protection or auto medical payments coverage; or (4) Uninsured or underinsured motorists coverage. c. Pollution (1) "Injury or damage" which would not have occurred, in whole or in part, but for the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants at any time. (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, pollutants; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, pollutants. This exclusion does not apply to the extent that valid "controlling underlying insurance" for the pollution liability risks described above exists or would have existed but for the exhaustion of underlying limits for "injury or damage". d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. SECTION II — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations, and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or suits brought, or number of vehicles involved; c. Persons or organizations making claims or bringing suits; or d. Limits available under any "controlling underlying insurance". 2. The Limits of Insurance of this Coverage Part will apply as follows: a. This insurance only applies in excess of the "retained limit". b. The Aggregate Limit is the most we will pay for the sum of all "ultimate net loss", for all "injury or damage" covered under this Coverage Part. Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc. used with its CX 83 08 12 14 permission. c. Subject to Paragraph 2.b. above, the Each Occurrence Limit is the most we will pay for the sum of all "ultimate net loss" under this insurance because of all "injury or damage" arising out of any one "event". If any "controlling underlying insurance" has a policy period that is different from the policy period of this Coverage Part then, for the purposes of this insurance, the "retained limit" will only be reduced or exhausted by payments made for "injury or damage" covered under this insurance. The Aggregate Limit of this Coverage Part applies separately to each consecutive annual period of this Coverage Part and to any remaining period of this Coverage Part of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION III —CONDITIONS The following conditions apply. In addition, the conditions applicable to any "controlling underlying insurance" are also applicable to the coverage provided under this insurance unless superseded by the following conditions. 1. Appeals If the "controlling underlying insurer" or insured elects not to appeal a judgment in excess of the amount of the "retained limit", we may do so at our own expense. We will also pay for taxable court costs, pre- and postjudgment interest and disbursements associated with such appeal. In no event will this provision increase our liability beyond the applicable Limits of Insurance described in Section II — Limits Of Insurance. 2. Bankruptcy a. Bankruptcy Of Insured Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. b. Bankruptcy Of Controlling Underlying Insurer Bankruptcy or insolvency of the "controlling underlying insurer" will not relieve us of our obligations under this Coverage Part. However, insurance provided under this Coverage Part will not replace any "controlling underlying insurance" in the event of bankruptcy or insolvency of the "controlling underlying insurer". The insurance provided under this Coverage Part will apply as if the "controlling underlying insurance" were in full effect and recoverable. 3. Duties In The Event Of An Event, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "event", regardless of the amount, which may result in a claim under this insurance. To the extent possible, notice should include: (1) How, when and where the "event" took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any "injury or damage" arising out of the "event". b. If a claim is made or suit is brought against any insured, you must: (1) Immediately record the specifics of the claim or suit and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or suit as soon as practicable. c. You and any other insured involved must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or suit; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the suit; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of "injury or damage" to which this insurance may also apply. CX 83 08 12 14 Includes copyrighted material of Insurance Services Office, Inc. used with its Page 3 of 6 permission d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 4. First Named Insured Duties The first Named Insured is the person or organization first named in the Declarations and is responsible for the payment of all premiums. The first Named Insured will act on behalf of all other Named Insureds for giving and receiving of notice of cancellation or the receipt of any return premium that may become payable. At our request, the first Named Insured will furnish us, as soon as practicable, with a complete copy of any "controlling underlying insurance" and any subsequently issued endorsements or policies which may in any way affect the insurance provided under this Coverage Part. 5. Cancellation a. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. b. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or (2) 30 days before the effective date of cancellation if we cancel for any other reason. c. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. d. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. e. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. f. If notice is mailed, proof of mailing will be sufficient proof of notice. 6. Changes This Coverage Part contains all the agreements between you and us concerning the insurance afforded. The first Named Insured is authorized by all other insureds to make changes in the terms of this Coverage Part with our consent. This Coverage Part's terms can be amended or waived only by endorsement. 7. Maintenance Of/Changes To Controlling Underlying Insurance Any "controlling underlying insurance" must be maintained in full effect without reduction of coverage or limits except for the reduction of aggregate limits in accordance with the provisions of such "controlling underlying insurance" that results from "injury or damage" to which this insurance applies. Such exhaustion or reduction is not a failure to maintain "controlling underlying insurance". Failure to maintain "controlling underlying insurance" will not invalidate insurance provided under this Coverage Part, but insurance provided under this Coverage Part will apply as if the "controlling underlying insurance" were in full effect. The first Named Insured must notify us in writing, as soon as practicable, if any "controlling underlying insurance" is cancelled, not renewed, replaced or otherwise terminated, or if the limits or scope of coverage of any "controlling underlying insurance" is changed. 8. Other Insurance a. This insurance is excess over, and shall not contribute with any of the other insurance, whether primary, excess, contingent or on any other basis. This condition will not apply to insurance specifically written as excess over this Coverage Part. When this insurance is excess, if no other insurer defends, we may undertake to do so, but we will be entitled to the insured's rights against all those other insurers. b. When this insurance is excess over other insurance, we will pay only our share of the "ultimate net loss" that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of the insurance provided under this Coverage Part; and (2) The total of all deductible and self - insured amounts under all that other insurance. Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc. used with its CX 83 08 12 14 permission. 9. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. If this policy is auditable, the premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premium is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 10. Loss Payable Liability under this Coverage Part does not apply to a given claim unless and until: a. The insured or insured's "controlling underlying insurer" has become obligated to pay the "retained limit"; and b. The obligation of the insured to pay the "ultimate net loss" in excess of the "retained limit" has been determined by a final settlement or judgment or written agreement among the insured, claimant, "controlling underlying insurer" (or a representative of one or more of these) and us. 11. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a suit asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. settlement means a settlement and release of liability signed by us, the insured, "controlling underlying insurer" and the claimant or the claimant's legal representative. 12. Transfer Of Defense a. Defense Transferred To Us When the limits of "controlling underlying insurance" have been exhausted, in accordance with the provisions of "controlling underlying insurance", we may elect to have the defense transferred to us. We will cooperate in the transfer of control to us of any outstanding claims or suits seeking damages to which this insurance applies and which would have been covered by the "controlling underlying insurance" had the applicable limit not been exhausted. b. Defense Transferred By Us When our limits of insurance have been exhausted our duty to provide a defense will cease. We will cooperate in the transfer of control of defense to any insurer specifically written as excess over this Coverage Part of any outstanding claims or suits seeking damages to which this insurance applies and which would have been covered by the "controlling underlying insurance" had the applicable limit not been exhausted. In the event that there is no insurance written as excess over this Coverage Part, we will cooperate in the transfer of control to the insured and its designated representative. 13. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION IV —DEFINITIONS A person or organization may sue us to recover The definitions applicable to any "controlling on an agreed settlement or on a final judgment underlying insurance" also apply to this insurance. In against an insured; but we will not be liable for addition, the following definitions apply. damages that are not payable under the terms of this Coverage Part or that are in excess of the 1. "Controlling underlying insurance" means any applicable limit of insurance. An agreed policy of insurance or self-insurance listed in the Declarations under the Schedule of "controlling underlying insurance". CX 83 08 12 14 Includes copyrighted material of Insurance Services Office, Inc. used with its Page 5 of 6 permission 2. "Controlling underlying insurer" means any insurer who provides any policy of insurance listed in the Declarations under the Schedule of "controlling underlying insurance". 3. "Defense expenses" means payments allocated to a specific claim or suit we investigate, settle or defend, for its investigation, settlement or defense, including: a. Fees and salaries of attorneys and paralegals we retain, including attorneys and paralegals who are our employees. b. Fees of attorneys the insured retains when, by our mutual agreement or court order (or when required by administrative hearing or proceeding), the insured is given the right to retain defense counsel to defend against a claim or suit. c. All other litigation or administrative hearing expenses, including fees or expenses of expert witnesses hired either by us or by the defense attorney retained in accordance with b. above, by an insured to defend against a claim or suit. d. Reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of a claim or suit, including actual loss of earnings up to $250 a day because of time off from work. e. Costs taxed against the insured in the suit. f. Mediation, arbitration, other alternative dispute resolution expenses, and mock trial costs incurred as part of the settlement, attempted settlement or defense of a claim or suit. g. Fees and expenses of independent adjusters we hire. "Defense expenses" does not include salaries and expenses of our employees or the insured' employees, other than those described in paragraphs a. and d. above. 4. "Event" means an occurrence, offense, accident, act, or other event, to which the applicable "controlling underlying insurance" applies. 5. "Injury or damage" means any injury or damage, covered in the applicable "controlling underlying insurance" arising from an "event". 6. "Retained limit" means the available limits of "controlling underlying insurance" applicable to the claim. 7. "Ultimate net loss" means the total sum, after reduction for recoveries, or salvages collectible, that the insured becomes legally obligated to pay as damages by reason of: a. Settlements, judgments, binding arbitration; or b. Other binding alternate dispute resolution proceeding entered into with our consent. "Ultimate net loss" also includes "defense expenses". Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc. used with its CX 83 08 12 14 permission.