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HomeMy WebLinkAbout5377Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: 5377 KITSAP ECONOMIC DEVELOP. ALLIANCE Professional Services Agreement City Clerk LEG 12-1 1/1/2014 12/31/2014 2015 Comments : PROFESSIONAL SERVICES AGREEMENT Kitsap Economic Development Alliance The City of Bremerton ("City") and Kitsap Economic Development Alliance ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H. of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A on January 1, 2014. The parties agree that the work described in Exhibit A is to be completed by December 31, 2014. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant Three Thousand Seven Hundred Fifty and No/100 Dollars ($3,750.00) per calendar quarter. Total compensation shall not exceed Fifteen Thousand and No/100 Dollars ($15,000) for 2014. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portiori thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its Bremerton/Kitsap Economic Development Alliance Page 1 of 9 employees, including; but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-Consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. � As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Ageement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance; Business & Occupation, State professional licensing, and Ciry business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. _ The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION - PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage.to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-Consultants. Bremerton/Kitsap Economic Development Alliance Page 2 of 9 Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile Liabilitv insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and - 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for , personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; and employer's liability; and 3. Excess Liability insurance with limits not less than 1,000,000 limit per occurrence and aggregate. 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. . All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a"claims-made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary insurance as respects the City and the City shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. VII. General Conditions: A. Reports and Information: When requested by the �City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain Bremerton/Kitsap Economic Development Alliance Page 3 of 9 accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by ,the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. The information furnished by the City shall only be used by the Consultant to perform work under this agreement. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Bremerton, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as , necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Consultant to Maintain Records to Support Indenendent Consultant Status: On the effective date of this Agreement (or shortly thereafter), Consultant shall: File a schedule of expenses with the Internal Revenue Service for the type of business Consultant conducts; Establish an account with the Washington State Department of Revenue and other necessary state agencies for the payment of all state taxes normally paid by employers, register to receive a unified business identifier number from the State of Washington; and Maintain a separate set of books and records that reflect all items of income and expenses of Consultant's business, all as described in the Revised Code of Washington (RCW) Section 51.08.195, as required to show that the services performed by Consultant under this Agreement shall not give rise to an employer- employee relationship between the parties which is subject to RCW Title 51, Industrial Insurance. � � D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-Consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss Bremerton/Kitsap Economic Development Alliance Page 4 of 9 .of or damage to materials, tools, or other articles used or held for use in connection with the work. ' E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Bremerton, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severabilitv: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. � H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. � City Address Mayor City of Bremerton 345 6`�' Street, Suite 600 Bremerton, WA 98337 Consultant Address Executive Director Kitsap Economic Development Alliance 4312 Kitsap Way, Suite 103 Bremerton, WA 98312 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. Bremerton/Kitsap Economic Development Alliance Page 5 of 9 N. Attornevs' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. O. Assi� ent: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. , VIII. Nondiscrimination: Consultant sliall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, sexual orientation, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. . IX. Termination: This Agreement may be "terminated, at will, by either Party upon sixty (60) days notice to the other Party. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non-performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. Termination shall be effective ten calendar days after Consultant's receipt of the written notice by certified mail. A. Excusable Delavs: The right of Consultant to proceed shall not be ternunated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not �restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Ri ts Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. �After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City Bremerton/Kitsap Economic Development Alliance Page 6 of 9 without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. CITY OF BREMERTON � By: Patty L t its: Mayor 2 9 `� Date: �� ! ` App oved as to,f rm: � � Bremert n City Attorney KITSAP DEVEL( n��rir its: r,xecunve liirector Date: o,/ Z �: l � t: w City Clerk R:\Finance\City Clerk\Admin\Contracts\Kitsap Economic Development Alliance - PSA 2014.doc Bremerton/Kitsap Economic Development Alliance Page 7 of 9 AGREEMENT FOR ECONOMIC DEVELOPMENT SERVICES ATTACHMENT "A" SCOPE OF SERVICES Furposes of the agreement:, . � 1 ° To promofe diversification of the Kitsap community's primary job base and to integrate its economy into the national and world economies. (Primaryjobs produce goods or services sold to purchasers outside the community and thereby bring in new disposable income:)' �°_� ,�� a 2. Continue to retain existing employment, expand existing employers' operations, and promote selected new employment opportunities, which, in most cases, means commercial, high technology or light industrial investments leading to new primary jobs. 3. Continue efforts to create and retain primary jobs for workers displaced from the defense industries and promote employment for low and moderate-income families. 4. Measure and support the City of Bremerton's efforts to promote economic vitality and development within the city by providing the following services: a. Produce written quarterly and annual Economic Development Activity Reports that include the number and types of businesses currently licensed within the city limits by NAICS codes. Provide more Bremerton-specific business retention, expansion and recruitment data including Bremerton-specific economic impacts and the value of potential investments. Indicate how many contacts, if any, were referred to which Kitsap Business Development Consortium (KBDC) members. b. Consult with the City of Bremerton on business incentives including SBA HUB zones, the State of WA CEZ, New Market Tax Credits, State of WA sales tax exemptions and City of Bremerton business incentive programs to support policy analysis, policy formulation and lobbying efforts. c. Consult with the City of Bremerton on the creation and distribution of business retention, expansion and recruitment information including brochures, flyers, web pages, etc. 5. Provide leadership and coordination in relation to Kitsap 20/20 Strategic Plan to: a. Educate public officials, the private sector and the general public about economic development issues related to primary jobs. b. Develop marketing to, and case-by-case activities with, entrepreneurs who can decide to keep or expand.their businesses within the community, or who can decide to bring their businesses here. This includes extending marketing efforts to attract and recruit new business prospects that will diversify opportunities for employment. It also includes providing confidential assistance to companies with retention issues or expansion plans, to local start-up companies seeking business assistance, and to businesses recruited to the community. . c. Develop land use plans and regulations that permit orderly growth. This includes continued support to facilitate a streamlined permitting process for the several jurisdictions within the community. d. Maintain an inventory of land available for primary employers. e. Develop the physical infrastructure (e.g. roads, telecommunications) and social infrastructure (e.g. training and health systems) needed by businesses and their employees. This includes continuing to work with both public and private partners in the continued designation, development, implementation, and delivery of infrastructure to industrial lands. 6. Continue diversification and integration efforts in the preceding work elements through support of volunteer committees of the Board of Directors of the Kitsap Economic Development Alliance. Bremerton/Kitsap Economic Development Alliance Page 8 of 9 7. Provide a quarterly written report of progress and brief the Mayor and City Council concerning reported progress. Identify benefits accruing to the City of Bremerton, its businesses and its residents relative to the above work elements, to the extent feasible. Bremerton/Kitsap Economic Development Alliance . Page 9 of 9 7 St- � Client#:99775 KITSECON ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 7/18/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER HECEIVED ED CONTACT Christina McMullen NAME: • Propel Insurance PHONE 800 499-0933 FAX (AIC,No,Ext): (A/C,No): 866.577.1326 Bremerton Commercial Insurance JUL 21 2014 ADDRESS: CMM2@propelinsurance.com P.O.Box 711 Bremerton,WA 98337 INSURER(S)AFFORDING COVERAGE NAIC# Ci of Dremcrton INSURERA:Philadelphia Indemnity Ins Comp INSURED INSURER B:Philadelphia Insurance Kitsap Economic Development AlliarIk Management INSURER C-: 4312 Kitsap Way#103 Bremerton,WA 98312 INSURER D 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. LTR TYPE OF INSURANCE INSRSR L WVD POLICY NUMBER /YSUBR POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DDYYY) A GENERAL LIABILITY X PHPK1196953 06/29/2014 06/29/2015 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $100,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY PRO LOC $ JECT A AUTOMOBILE LIABILITY PHPK1196953 06/29/2014 06/29/2015(Ee aBcideDtj INGLE LIMIT —$1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS XNON-OWNED PROPERTY DAMAGE $ _ AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N • E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Directors 8r PHSD947476 06/29/2014 06/29/2015 $1,000,000 Officers DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Verification of Insurance Certificate Holder is named as an additional insured as their interest may appear CERTIFICATE HOLDER CANCELLATION CityOf Bremerton SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Financial Services ACCORDANCE WITH THE POLICY PROVISIONS. 345 6th St#600 Bremerton,WA 98337 AUTHORIZED REPRESENTATIVE • ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010105) 1 of 1 The ACORD name and logo are registered marks of ACORD #S1454810/M1454759 BLBOO This page has been left blank intentionally. • • PHPK11,/36953 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. r-- 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 PHPK1196953 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 II—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 II—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 PHPK11,96953 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 fast paragraph of SECTION 1—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's 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 PHPK1196953 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 PHPK11,96953 • 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 PHPK1196953 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 1 • PHPK11,96953 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 their liability:arising.out;ofthe ownership,,maintenanceror..use of,that partpf 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 PHPK1196953 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 off 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 PHPK1196953 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, orany 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 PHPK1196953 • 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 UABILITY 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 UABILITY 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 PHPK1196953 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 insurers 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 11of12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. ©2011 Philadelphia Indemnity Insurance Company PHPK1196953 • , 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