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HomeMy WebLinkAboutCasa de Amparo; 2018-01-26;AGREEMENT BETWEEN THE CITY OF CARLSBAD AND CASA DE AMP ARO FOR FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS ~ THIS AGREEMENT ("Agreement") made and entered into as of this ~ day of ::,l\MJU,<'i"S: ~, 20 Ji_ by and between the CITY OF CARLSBAD ("City") and CASA DE AMPARO, non-profit corporation ("Subrecipient"). RECITALS WHEREAS, the City has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 197 4, Public Law 93-383 as amended to fund eligible activities which benefit persons of low and moderate income under Catalog of Federal Domestic Assistance number 14.218; and, WHEREAS, the City wishes to provide assistance to non-profit public service providers who offer services for lower income Carlsbad residents; and, WHEREAS, the Subrecipient can provide these basic services for lower mcome households with some assistance from the City; and, WHEREAS, the City has determined that the services offered by the Subrecipient are exempt from environmental review under 24 CFR Section 58.34(a)(4); and, WHEREAS, the U.S. Department of Housing and Urban Development has approved the City's Annual Consolidated Plan for Community Development Block Grant funds (hereinafter referred to as the "Annual Consolidated Plan"). NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Subrecipient agree as follows: 1. STATEMENT OF WORK The City has allocated federal community development block grant ("CDBG") funds, in the amount of one hundred sixty-six thousand nine hundred sixty eight dollars ($166,968) to the Subrecipient for provision of services through their offices located at 325 Buena Creek Road, San Marcos, CA 92069 for the period beginning July 1, 2017 and ending June 30, 2018. The Subrecipient agrees to use all federal funds provided by the City to the Subrecipient pursuant to the provisions of this Agreement, the Scope of Work, attached hereto as Exhibit "A", and in accordance with the terms of the Annual Consolidated Plan. Every effort shall be made by the Subrecipient to expend the allocated funds in their entirety by June 30, 2018. If the Subrecipient will be unable to expend all of the funds allocated to the project by the noted date, the Subrecipient shall request an extension from the City for continued use of the funds on the approved project based on progress made by the Subrecipient towards 1 CA 8/13/2012 completing the subject project. The City may agree to grant the extension or notify the Subrecipient that, in its sole discretion, the funds must be reallocated to another eligible activity due to slow project progress. 2. DISBURSEMENT OF FUNDS The City shall reimburse the Subrecipient with CDBG funds for necessary and reasonable costs related to the provision of services for eligible residents of Carlsbad for the term of this Agreement. The reimbursements for costs shall not exceed a total of $166,968. However, no more than 90 percent of the total agreed upon compensation will be paid during the performance of this Agreement. The balance due (remaining 10 percent) shall be paid upon final certification by the City that Subrecipient has administered the services and activities in compliance with all applicable Federal, state, and local rules and regulations governing these funds, and in a manner satisfactory to the City. Payment for eligible expenses shall be made in accordance with budget information provided in Exhibit "B" and in accordance with performance. Subrecipient represents that the budget includes only allowable costs and an accurate analysis of costs applicable to the CDBG funds pursuant to 24 CFR Section 570.502. Subrecipient shall submit a "Request for Reimbursement" to the City for compensation of eligible and actual expenses incurred. The City shall not provide any payments/reimbursements in advance of actual expenditures by the Subrecipient. Subrecipient may request reimbursements anytime after this Agreement is approved by the City Council and continue until the expiration date, or amended expiration date, of this Agreement. Each request for reimbursement shall include documentation to verify expenditure of funds are consistent with this Agreement, the Statement of Work, the Annual Consolidated Plan, and with all applicable Federal, state, and local rules and regulations governing these funds. Payroll records, receipts, paid invoices including an itemized statement of all costs are samples of appropriate methods of reimbursement documentation. 3. PROGRAM INCOME The Subrecipient shall report, to the City, any interest, or other income, earned as a direct result of the use of federal CDBG funds for the program outlined within this Agreement. All reported program income may be retained by the Subrecipient for costs related to the subject program activities. However, the program income, retained by the Subrecipient, must be expended before additional funds are requested from the City. The requirements are set forth in 24 CFR Section 570.504 which is incorporated herein by reference. 4. LABOR, MATERIALS AND SUPPLIES: The Subrecipient shall furnish all labor, materials and services and bear all expenses necessary to provide the subject program as outlined in this agreement. Under this Agreement, the City's only 2 CA 8/13/2012 financial obligation to the Subrecipient is to provide the CDBG funds of $166,968 maximum as allocated by the City Council for program year 2017-2018. 5. RECORDS AND REPORTS The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR Section 570.506 that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating each activity undertaken meets one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records demonstrating compliance with 24 CFR Section 570.505 regarding change of use of real property acquired or improved with CDBG assistance; e. Records demonstrating compliance with the requirements in 24 CFR Section 570.606 regarding acquisition, displacement, relocation, and replacement housing; f. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; g. Documentation of all CDBG funds received from the City, eligible expenses incurred for administration of each activity, and other financial records as required by 24 CFR Section 570.502, and 0MB (the United States Office of Management and Budget) Circular A-11 O; and, h. Any other related records as the City shall require to demonstrate compliance with applicable Federal, state, and local rules and regulations governing these funds. The Subrecipient shall submit quarterly "Progress Reports" within fifteen (15) calendar days of the end of each quarter for the full term of this Agreement. The final progress report is due no later than July 15, 2018. The report must include sufficient information to assist the City in monitoring the Subrecipient's performance. The Subrecipient must demonstrate satisfactory performance prior to reimbursement for expenditures. At a minimum, the performance reports shall include the following information: a. Total number of persons/households participating in the program during reported period; b. Total number of participants from Carlsbad; c. Number of low/moderate income Carlsbad persons/households participating in the program during the reporting period; d. Age and ethnic background of Carlsbad participants; and, e. Summary of program(s) provided to Carlsbad participants. The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include at the minimum client name, address, ethnicity, income level or other basis for determining eligibility, and a description of the service provided. This data shall assist 3 CA 8/13/2012 the Subrecipient in completing the required quarterly progress reports to be submitted to the City. The Subrecipient shall maintain separate accounting records for the federal CDBG funds provided by the City. The City, Federal Grantor Agency, Comptroller General of the United States, or any of their duly-authorized representatives shall have access to all books, documents, papers and records maintained by the Subrecipient which directly pertain to the above project for the purpose of audit, examination, excerpts and transcriptions. Unless otherwise notified by the City, the Subrecipient shall retain all financial records, supporting documents and statistical reports related to the project identified under this Agreement for a period of five (5) years after the termination of all activities funded under this Agreement. All records subject to litigation, claims, audit findings, negotiations, or other actions must be retained for five (5) years from the date such action commenced or until completion of the action and resolution of all issues by the appropriate officials and verified by official written notice to the Subrecipient, whichever occurs later. If the Subrecipient shall receive more than $750,000 in total federal funds in one fiscal year from the City of Carlsbad and/or any other city or agency, the Subrecipient is required to submit a Single Audit Report. As required by the Federal Single Audit Act, the Subrecipient shall be required to submit, to the City, a comprehensive financial audit prepared by an independent, neutral third-party auditor. The audit shall cover financial operations of the Subrecipient for the term of this Agreement and is due not later than one year after expiration of the agreement. The Subrecipient shall also be required to submit a second audit for the following period covered under the fiscal year beginning July 1, 2017 and ending June 30, 2018 for any funds received in fiscal year 2017-2018 per this Agreement. 6. PROGRAM REQUIREMENTS The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the Housing and Urban Development regulations concerning Community Development Block Grants). The Subrecipient also agrees to adhere to the terms of the City's CDBG Application and Subrecipient Agreement on file at the Housing and Neighborhood Services Department and with assurances and agreements made, by the City to the United States Department of Housing and Urban Development of which the Subrecipient is given notice. The Subrecipient shall comply with applicable Uniform Administrative Requirements as described in 24 CFR Section 570.502, the federal regulations for the CDBG Program; the federal requirements are set forth, and incorporated by reference herein, as a provision of this Agreement. The Subrecipient shall carry out all activities in compliance with all Federal laws and regulations as described in Subpart K of the CDBG Program Regulations, such as affirmatively furthering fair housing, labor standards (Davis Bacon Act), displacement, relocation and acquisition, and employment and contracting opportunities, except that: 4 CA 8/13/20 I 2 a. The Subrecipient will not assume the City's environmental responsibilities as described in 24 CFR Section 570.604; and b. The Subrecipient will not assume the City's responsibility for initiating the review process required under the provisions of 24 CFR Section 52. The provisions of Subpart K, of the CDBG Program Regulations, incorporated herein by reference, are a condition of this Agreement. The Subrecipient shall comply with all federal regulations related to the use of CDBG funds by religious organizations, if applicable to this Agreement and the approved project outlined herein. 7. CHANGES IN USE OF FUNDS Changes in the use of CDBG funds must be approved by the City Council and the U.S. Department of HUD. If the Subrecipient desires a change in the use of the CDBG funds following approval of this Agreement, a written request must be submitted to the City for review by the City Council. No change in use of the CDBG funds will be permitted without prior written approval of the City Council. 8. NONDISCRIMINATION CLAUSE The Subrecipient shall comply with all state and federal laws regarding nondiscrimination in the provision of services and the equal opportunity employment of personnel. 9. SUSPENSION AND TERMINATION OF AGREEMENT In accordance with 24 CFR Sections 85.43 and 85.44, this Agreement may be suspended or terminated if the Subrecipient fails to comply with any term(s) of the award. 24 CFR Sections 85.43 and 85.44 are incorporated herein by reference, as provisions of this Agreement. 10. REVERSION OF ASSETS Upon expiration of the Agreement, the Subrecipient shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. The Subrecipient shall be required to use any real property under the Subrecipient's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 to either be: a) Used to meet one of the national objectives in 24 CFR Section 570.208 of the federal regulations until five (5) years after expiration of the Agreement; or, b) Disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of the property less any portion of the value attributable to expenditures of non-CD BG funds for acquisition, or improvement to, the property. Reimbursement is not required after the period of time specified 5 CA 8/13/2012 in paragraph (a) of this section. 11. HOLD HARMLESS AGREEMENT The City, its officers, and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, or real or personal property of any person whatsoever, nor for personal injuries or death caused by, or claimed to have been caused by, or resulting from, any intentional or negligent acts, errors or omission of Subrecipient or Subrecipient's agents, employees, or representatives arising directly or indirectly out of performance of the project outlined in this Agreement. Subrecipient agrees to defend, indemnify, and hold free and harmless the City, its officers, employees and agents against any of the foregoing liabilities or claims of any kind and any cost or expenses incurred by the City including attorneys' fees, on account of any of the foregoing liabilities, including liabilities or claims arising out of alleged defects in any plans or specifications for the project or facility. 12. ASSIGNMENT OF AGREEMENT The Subrecipient shall not assign this Agreement or any monies due thereunder without the prior written consent of the City Council. 13. SUCCESSORS OR ASSIGNS Subject to the provisions of this Subrecipient Agreement Paragraph 11, "Hold Harmless Agreement," all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 14. INSURANCE If the Subrecipient shall receive more than $5,000 from the City in CDBG funds and/or other funds, the Subrecipient shall obtain and maintain policies of Commercial General Liability insurance and a combined policy of worker's compensation and employers liability insurance in an insurable amount of not less than one million dollars ($1,000,000) each, unless a lower amount is approved by the Risk Manager or the City Manager. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII" or have a surplus line insurer which is on the State of California's List of Eligible Surplus Line Insurers with a current Best's Key Rating of not less than "A:X". The City shall be named as an additional insured on the Commercial General Liability Policy which shall provide primary coverage to the City. This insurance shall be in force during the term of this Agreement and shall not be canceled or 6 CA 8/13/2012 materially changed without ten (10) days prior written notice to the City sent by certified mail. The Subrecipient shall furnish certificates of insurance and required endorsements to the Housing and Neighborhood Services Director before commencement of work. SUBRECIPIENT: Casa De Amparo By: ---i'--+--r-i'----H----+--+---"'--1- ( s i Dated: 2. -G -11 If -I\')/ l~ rv)LJJ!l / ~"':;/ . , By: /J.i,s o c~ 1.J-i: t->d~ LL,,:-\-i \I zl>, t_1_h:v-- ( sign here, include title) Dated: l Z -()t.f -1"1- CITY OF CARLSBAD: Matt Hall, Mayor Dated: ~/~/J_f..(;~~ / ______ (_y __ Dated: I /}co/!y> --------'----""----- (Proper notarial acknowledgment of execution by Subrecipient must be attached. Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) APPROVED AS TO FORM: Celia A. Brewer, City Attorney By:~ Qk Ron Kemp, Assistant City Attorney Dated: _0--H--H.{,~6-1--/ ~""-------+-A l {- 7 CA 8/13/2012 Treating and Preventing Child Abuse and Neglect Casa de Amparo Board Resolution Authorization for Executive Director to Sign Contracts The Board of Directors authorizes the Executive Director, Tamara Fleck-Myers, to sign contracts on behalf of Casa de Amparo. The Board of Directors further authorizes the Executive Director, Tamara Fleck-Myers, to delegate this authority to Associate Executive Director, Chelle Sutyak, as appropriate. ~~rcJZ~{',(,J Sharon Sein Secretary, Casa de Amparo Board of Directors Joh)l Ayala Chairperson, / de Amparo Board of Directors Da~ I Date' 1 X:\Admin, HR\Board & Cmte Doc's--Mtg Pkt's, Etc--Lmtd Access\Bd Mtg Pkt's (Keep Permanently)\12-16 Temp Folder\ED & Assoc ED to Sign Contracts.doc 325 Buena Creek Road • San Marcos • CA 92069 Phone. 760-754-5500 • Fax 760-566-356B • Website www casadeamparo.org New Directions• Hayward Child Development Center· Family Visitation Center Counseling Services • Residential S6·rv1ces • Young Parent Network EXHIBIT "A" CITY OF CARLSBAD COMMUNITY DEVELOPMENT HLOCK GRANT PROGRAM SCOPE OF 1WORK Contract Term: July 1, 2017 to June 30, 2018 Subrecipient Name: Casa De Amparo Address: 325 Buena Creek Road, San Marcos, CA 92069 Project Description: Campaign for Kids, Teen Wellness Center Project Goals & Objectives: 1. CDBG funds will be used to fund the following activities in compliance with the project description outlined and in conformance with the Federal regulations for the CDBG program: Funds may be used to assist with costs related to pre-development costs related to the Teen Wellness which may include electrical and building materials, landscaping, pre- construction fees and furniture or other activities leading to the construction of the project. 2. Project objectives to be accomplished during the contract period: The objective of the project is to provide safe housing and basic needs to lower income children and adults. 3. Project objectives performance measures: a. Provide quarterly performance reports to the City of Carlsbad, Housing and Neighborhood Services Department on the CDBG Quarterly Performance Report form as provided. b. Maintain records, invoices, and relevant statistics supporting the quarterly reports. c. Provide a final performance report, including an evaluation report of the program's success in meeting established goals, to the City of Carlsbad Housing and Neighborhood Services within 15 days of termination of the contract date on the CDBG Annual Performance Report form as provided. d. Provide notification to the City of any audits or investigations including results, findings, and/or liens. CA 8/13/2012 EXHIBIT "B" CITY OF CARLSBAD COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM BUDGET Contract Term: July 1, 2017 to June 30, 2018 Subrecipient Name: Casa De Amparo Address: 325 Buena Creek Road, San Marcos, CA 92069 Project Description: Campaign for Kids, Teen Wellness Center Cost Breakdown: Funds may be used to assist with costs related to pre-development costs related to the Campaign for Kids, Teen Wellness Center which may include electrical and building materials, landscaping, pre-construction fees and furniture or other activities leading to the construction of the project. CA 8/13/2012 357842 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 1/19/2018 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 ~2~!~CT Deborah Walker ---· ---Commercial Lines -(760) 931-3500 wg_Nrio, Ext): 76_0~_93_1:3538 [ tffc, No): 877-602-4170 - -USI Insurance Services National, Inc. -CA Lie#: OD08408 E-MAIL __ Deborah.L.Walker3_@wellsfargo.com ADDRESS: -5901 Priestly Drive INSU~~R(S) AFFORDING COV_E~AGE NAIC# ------ Carlsbad, CA 92008 INSURER A: Philadelphia Indemnity_ Insurance Company 18058 ---------- INSURED INSURERS; _Cypress Insurance Comp_<Jn_y ___ 10855 -------Casa de Amparo INSURERC: Lloyd's of London -------------- 325 Buena Creek Road INSURER_D: ----------- INSURER E: ----·--------- San Marcos CA 92069 INSURERF: COVERAGES CERTIFICATE NUMBER: 12621861 REVISION NUMBER: See below 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. --------ADDL S-UBR -----------------------INSR ,~~MiivW'Y1 ,~~rJ%Yy~Vv1 LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER A X 1 COMMERCIAL GENERAL LIABILITY X PHPK1679460 7/1/2017 7/1/2018 EACH OCCURRENCE s 1,000.000 I CLAIMS-MADE [_X DAMAGE TO REcNTED OCCUR f'_REMl§__ES {E_a occurrence) s 100.000 MED EXP (Any one person) $ 5,000 ------- PERSONAL & ADV INJURY s 1,000,000 --------- GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE s 3,000,000 POLICY _J r:;rB-r 'x_] LOG -------- PRODUCTS -COMP/OP AGG $ 3,000,000 --, . $ 'OTHER· A AUTOMOBILE LIABILITY PHPK1679460 7/1/2017 7/1/2018 COMBINED SINGLE LIMIT s 1,000,000 /Ea accident\ --X ANY AUTO BODILY INJURY (Per person) s ----OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY ---AUTOS - X HIRED X NON-OWNED PROPERTY DAMAGE s AUTOS ONLY AUTOS ONLY /Per accident\ ---s A X UMBRELLA LIAB H OCCUR PHUB591915 7/1/2017 7/1/2018 EACH OCCURRENCE s 4,000,000 --EXCESS LIAB CLAIMS-MADE AGGREGATE s 4,000,000 / OED I X RETENTION$ 10,000 $ WORKERS COMPENSATION 7/1/2017 7/1/2018 I PER I I OTH-B AND EMPLOYERS' LIABILITY CAWC819390 STATUTE ER Y/N 1,000,000 , ANYPROPRIETOR/PARTNER/EXECUTIVE D EL EACH ACCIDENT s OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) EL DISEASE -EA EMPLOYEE $ 1,000,000 If yes. describe under DESCRIPTION OF OPERATIONS below EL DISEASE -POLICY LIMIT s 1,000,000 A Sexual Abuse/Molestation PHPK1679460 07/1/2017 07/1/2018 $1,000,000 Each employee $2,000,000 Aggregate; I v I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Pl-GLD-HS 10 11,IL 00 07 1198 FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS City of Carlsbad as Additional insured for general liability with coverage primary non-contributory as respects to the operations of the Named Insured Primary wording endorsement to follow upon issuance by insurance carrier CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1200 Carlsbad Village Dr ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I 9(~- The ACORD name and logo are registered marks of ACORD © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) CID: 357842 SID: 12621861 Certificate of Insurance (Con't) OTHER Coverage INSR TYPE OF INSURANCE ADDL WVD POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMIT L TR INSR SUBR (MM/DD/VY) (MM/DD/VY) A Professional Liab PHPK1679460 07/1/2017 07/1/2018 $1,000,000 Each incident C Cyber Liability 497464 07/01/2017 07/01/2018 $2,000,000 A Employee Dishonesty PHPK1679460 07/1/2017 07/01/2018 $1,000,000 Certificate of lnsurance-Con't Pl-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 -- ------Extended Property Damage Included Limited Rental Lease Agreement Contractual Liability $50,000 limit Non-Owned Watercraft Less than 58 feet Damage to Property You Own, Rent, or Occupy $30,000 limit Damage to Premises Rented to You $1,000,000 HIPAA Clarification Medical Payments $20,000 Medical Payments -Extended Reporting Period 3 years Athletic Activities Amended Supplementary Payments -Bail Bonds $5 000 Supplementary Payment -Loss of Earnings $1,000 per day Employee Indemnification Defense Coverage $25,000 Key and Lock Replacement -Janitorial Services Client Coverage $10,000 limit Additional Insured -Newly Acquired Time Period Amended Additional Insured -Medical Directors and Administrators Included Additional Insured -Managers and Supervisors (with Fellow Included Employee Coveraqe) Additional Insured -Broadened Named Insured Included Additional Insured -Funding Source Included Additional Insured -Home Care Providers Included Additional Insured -Managers, Landlords, or Lessors of Premises Included Additional Insured -Lessor of Leased Equipment Included Additional Insured -Grantor of Permits Included Additional Insured -Vendor Included Additional Insured -Franchisor Included Additional Insured -When Required by Contract Included Additional Insured -Owners, Lessees, or Contractors Included Additional Insured -State or Political Subdivisions Included Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc , with its permission. © 2011 Philadelphia Indemnity Insurance Company Page# 2 2 2 2 3 4 5 5 5 5 5 5 6 6 7 7 7 7 7 7 7 8 8 9 9 9 10 Pl-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 lllJury" 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 Pl-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 Ill -LIMITS OF INSURANCE b. SECTION 111 -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. Howeyer, 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 Pl-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 Pl-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 Ill -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 Bare 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 Pl-GLD-HS (10/11) K. Key and Lock Replacement -Janitorial Services Client Coverage SECTION I-COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGES A AND Bis 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 Pl-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 lnsured'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 Pl-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 Pl-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. Page9of12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Pl-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. 0. 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 Pl-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 Pl-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. Page12of12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company IL 00 17 11 98 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or de- livering to us advance written notice of cancel- lation. 2. We may cancel this policy by mailing or deliv- ering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of pre- mium; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named lnsured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. 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 ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suf- ficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and rec- ords as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named in- sured. If you die, your rights and duties will be trans- ferred to your legal representative but only while acting within the scope of duties as your legal rep- resentative. Until your legal representative is ap- pointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. IL00171198 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 D