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HomeMy WebLinkAboutUrban Corps of San Diego County; 2020-10-05; PSA21-1288ENVPSA21-1288ENV City Attorney Approved Version 6/12/18 1 AGREEMENT FOR HABITAT PROTECTION SERVICES URBAN CORPS OF SAN DIEGO THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2020, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and URBAN CORPS OF SAN DIEGO COUNTY, a not-for-profit corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in habitat protection services. B. Contractor has the necessary experience in providing professional services and advice related to habitat protection services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for four (4) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty-four thousand five hundred dollars ($34,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars ($35,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". DocuSign Envelope ID: 21EC8F95-8DCC-447D-9B9B-7CD3D91E68BB October 5th PSA21-1288ENV City Attorney Approved Version 6/12/18 2 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. 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 with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating DocuSign Envelope ID: 21EC8F95-8DCC-447D-9B9B-7CD3D91E68BB PSA21-1288ENV City Attorney Approved Version 6/12/18 3 in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. DocuSign Envelope ID: 21EC8F95-8DCC-447D-9B9B-7CD3D91E68BB PSA21-1288ENV City Attorney Approved Version 6/12/184 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11.BUSINESS LICENSEContractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12.ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under thisAgreement. All records will be clearly identifiable. Contractor will allow a representative of Cityduring normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of allwork, data, documents, proceedings, and activities related to the Agreement for a period of three(3) years from the date of final payment under this Agreement. 13.OWNERSHIP OF DOCUMENTSAll work product produced by Contractor or its agents, employees, and subcontractors pursuantto this Agreement is the property of City. In the event this Agreement is terminated, all workproduct produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copyof the work product for Contractor’s records. 14.COPYRIGHTSContractor agrees that all copyrights that arise from the services will be vested in City andContractor relinquishes all claims to the copyrights in favor of City. 15.NOTICESThe name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Rosanne Humphrey Name Sam Lopez Title Senior Program Manager Title Environmental Services Manager Department Environmental Management Address 3127 Jefferson Street City of Carlsbad San Diego, CA 92110 Address 1635 Faraday Avenue Phone No. 619-235-6884 ext.3118 Carlsbad, CA 92008 Email slopez@urbancorps.org Phone No. 760-602-4689 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16.CONFLICT OF INTERESTContractor shall file a Conflict of Interest Statement with the City Clerk in accordance with therequirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall reportinvestments or interests in all categories. Yes No X DocuSign Envelope ID: 21EC8F95-8DCC-447D-9B9B-7CD3D91E68BB PSA21-1288ENV City Attorney Approved Version 6/12/18 5 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that DocuSign Envelope ID: 21EC8F95-8DCC-447D-9B9B-7CD3D91E68BB PSA21-1288ENV City Attorney Approved Version 6/12/18 6 Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. /// /// DocuSign Envelope ID: 21EC8F95-8DCC-447D-9B9B-7CD3D91E68BB PSA21-1288ENV City Attorney Approved Version 6/12/18 7 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California URBAN CORPS OF SAN DIEGO, a not-for-profit corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Kyle Kennedy / CEO (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer 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: _____________________________ Assistant City Attorney DocuSign Envelope ID: 21EC8F95-8DCC-447D-9B9B-7CD3D91E68BB PSA21-1288ENV City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES The purpose of the following tasks is to protect native habitats and species in the Habitat Management Plan (HMP) preserve system. • Protect habitat from vegetation damage and other threats by blocking unauthorized access into the preserve and/or repair existing fencing or other barriers. • Place or repair signage to inform the public about the preserve. Examples may include, but are not limited to, boundary signage or interpretive signage. • Remove or paint over graffiti within preserve areas or wildlife movement under crossings to deter human presence, which could disturb wildlife. This work would be conducted only in areas outside of the responsibility of other city departments or divisions. • Trim or remove vegetation for habitat enhancement purposes within the preserves. Examples include vegetation that may be blocking a wildlife movement corridor, weeds that threaten a sensitive plant population or habitat, dead material in habitat areas that could cause a fire hazard, etc. • Protect habitat or species from erosion or sedimentation within the preserves by blocking or reducing erosion within HMP preserve areas. • Clean up trash or illegally dumped material that constitutes a threat to habitat or species. This work would be conducted only in areas outside of the responsibility of other city departments or divisions. • Enhance degraded habitat by performing planting, seeding, watering or similar activities. • Other adaptive management activities, to be determined. DocuSign Envelope ID: 21EC8F95-8DCC-447D-9B9B-7CD3D91E68BB )®ACCORD Mae”CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 10/22/2019 REPRESENTATIVE OR PRODUCER,AND.THE CERTIFICATE HOLDER. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERSNO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELYAMEND,EXTEND OR ALTER THE COVERAGE AFFORDEDBYTHE POLICIESBELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEENTHEISSUING INSURER(S),AUTHORIZED certificate holderin lieu of such endorsement(s). IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED,subject to the terms and conditions ofthe policy,certain policies may require an endorsement.A statement onthis certificate does not conferrights to the PRODUCER CMR Risk &Insurance Services License #0E59760 110 WA Street,Ste.725 San Diego CA 92101 CONTACT Elvira Sandoval PHONE (619)297-3160 FAXfo,Ext):(AG,No);(619)297-3122 AppREss:@S8ndoval@cmrris .comE-MAIL INSURER(S)AFFORDING COVERAGE INSURERA:Philadelphia Indemnity Ins Company INSURED Urban Corps of San Diego County P.O.Box 80156 San Diego CA 92138-0156 INSURERB = INSURER C: INSURER D: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER:CL19102213993 REVISION NUMBER: THIS iS TO CERTIFY THATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVEFORTHE POLICY PERIODINDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OFANY CONTRACT OR OTHER DOCUMENT WITH RESPECTTO WHICHTHIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCEAFFORDEDBY THE POLICIES DESCRIBED HEREIN IS SUBJECTTOALLTHE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCEDBYPAID CLAIMS. ADDL |SUBRINSRLTRInsp|wvpTYPEOFINSURANCE POLICYNUMBER POLICYEXPPOLICY EFF(MMIDDIVYYY)_|(MM/DDIYYYY)LIMITS X COMMERCIAL GENERALLIABILITY A CLAIMS-MADE [x]OCCUR PHPK2050888 GEN'LAGGREGATELIMITAPPLIES PER: POLICY FRO- JECT [x]Loc OTHER: EACH OCCURRENCE 1,000,000 DAMAGE TO RENTEDPREMISES(Ea occurrence)100,000 10/25/2019 10/25/2020 MED EXP (Any oneperson)5,000 PERSONAL &ADV INJURY 1,000,000 GENERALAGGREGATE 3,000,000 PRODUCTS-COMP/OPAGG 3,000,000 AUTOMOBILELIABILITY ANYAUTO ALL OWNEDAUTOS HIREDAUTOS SCHEDULEDAUTOSNON-OWNEDAUTOS PHPK2050888 COMBINEDSINGLELIMIT(Ea accident)1,000,000 BODILY INJURY (Per person) 10/25/2019 10/25/2020 BODILY INJURY (Peraccident) PROPERTY DAMAGE(Per accident) UMBRELLA LIAB x EXCESS LIAB DED X RETENTION $ OCCUR CLAIMS-MADE PHUB697484 10,000 EACH OCCURRENCE 1,000,000 AGGREGATE 1,000,000 AIA|BTALAM Alalwlaloanla jsjelw|e10/25/2019 10/25/2020 WORKERS COMPENSATIONANDEMPLOYERS’LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?[](Mandatory InNH)If yes,describe underDESCRIPTIONOFOPERATIONSbelow PER |OTH-STATUTE ER E.L,EACH ACCIDENT E.L,DISEASE -EA EMPLOYEE E.L.DISEASE -POLICY LIMIT PROFESSIONAL LIABILITY PHPK2050888 10/25/2019 10/25/2020 EACH PROFESSIONALINCIDENT 1,000,000 AGGREGATELIMIT 3,000,000 RE:Agreement #GS1594 accordance with the policy provisions. DESCRIPTION OF OPERATIONS /LOCATIONS/VEHICLES (ACORD 101,Additlonal Remarks Schedule,maybeattachedifmore space Is required} Certificate holders additional insured status is provided per the terms and conditions of form PI-GLD-HS (general liability)and PI-CA-001 (auto liability).Waiver of Subrogation status is provided per thetermsandconditionsofformPI-GLD-HS (general liability)and PI-CA-001 (auto liability).Should any of the above listed policies be cancelled before the expiration date thereof,notice will be delivered in CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O.Box 468-ECM #35050 New York,NY 10163-4668 SHOULD ANY OF THEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVEREDINACCORDANCEWITHTHEPOLICYPROVISIONS. AUTHORIZED REPRESENTATIVE E Sandoval/ELVIRA ACORD25 (2014/01) INS025 (201401) ©1988-2014 ACORD CORPORATIO The ACORDnameand logoare registered marks of ACORD Policy #PHPK2050888 PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGESTHE POLICY.PLEASE READ IT CAREFULLY. GENERALLIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided underthe following: COMMERCIAL GENERALLIABILITY COVERAGE It is understood and agreedthat the following extensions only apply in the event that no other specific coverage fortheindicatedlossexposureisprovidedunderthispolicy.If such specific coverage applies,the terms,conditions and limits of that coverage are the sole and exclusive coverage applicable underthis policy,unless otherwise noted onthisendorsement.Thefollowing is a summary of the Limits of Insurance and additional coverages provided bythis endorsement.For complete details on specific coverages,consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included No Limited Rental Lease Agreement Contractual Liability $50,000limit Non-Owned Watercraft Less than 58 feet Damage to Property You Own,Rent,or Occupy $30,000limit 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 FellowEmployeeCoverage)Included NN,QQ! OQ)ay oy aoayoyaoA]GO!NINM!fh Additional Insured —Broadened NamedInsured 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 c/CO}CO]Co] WC]NN)NI]NI ON Additional Insured —State or Political Subdivisions Included —oS Page 1 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Duties in the Event of Occurrence,Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury —includes Mental Anguish Included 11 Personal and Advertising Injury —includes Abuse of Process,Included 11Discrimination A.Extended Property Damage SECTION I -COVERAGES,COVERAGEA BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2.Exclusions,Paragrapha.is deletedin its entirety and replaced by thefollowing: a.Expected orIntended 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. .Limited Rental Lease Agreement Contractual Liability SECTION I -COVERAGES,COVERAGEA.BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2.Exclusions,Paragraph b.ContractualLiability is amended to include thefollowing: (3)Based on the named insured’s requestat the time of claim,we agree to indemnify thenamedinsuredfortheirliabilityassumedinacontractoragreementregarding 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’sliabilityinsuranceoftheclient. .Non-Owned Watercraft SECTION I -COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2.Exclusions,Paragraphg.(2)is deletedin its entirety and replaced by thefollowing: (2)A watercraft you do not ownthatis: (a)Less than 58 feet long;and (b)Not being used to carry personsor property for a charge; This provision applies to any person,who with your consent,either uses or is responsible fortheuseofawatercraft.This insurance is excess overany othervalid and collectible insurance available to the insured whether primary,excess or contingent. D.Damage to Property You Own,Rent or Occupy SECTION I -COVERAGES,COVERAGEA BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12IncludescopyrightedmaterialofInsuranceServices Office,Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) LIABILITY,Subsection 2.Exclusions,Paragraph j.Damageto Property,Item (1)is deletedin its entirety and replaced with the following: (1)Property you own,rent,or occupy,including any costs or expensesincurred by you,or any other person,organization or entity,for repair,replacement,enhancement,restoration or maintenance of such property for any reason,including prevention ofinjury - to a person or damage to another's property,unless the damageto property is caused by yourclient,up to a $30,000 limit.A client is defined as a person under yourdirect careandsupervision. E.Damage to Premises Rented to You 1.If damage byfire to premises rented to you is not otherwise excluded from this Coverage Part, the word “fire”is changedto “fire,lightning,explosion,smoke,or leakage from automatic fireprotectivesystems”whereit appearsin: a.The last paragraph of SECTION I -COVERAGES,COVERAGEA BODILY INJURY AND PROPERTY DAMAGELIABILITY,Subsection 2.Exclusions;is deleted in its entirety and replaced by the following: Exclusions c.through n.do not apply to damagebyfire,lightning,explosion,smoke,orleakagefromautomaticfireprotectivesystemstopremiseswhilerentedtoyouor temporarily occupied by you with permission of the owner.A separatelimit of insuranceappliestothiscoverageasdescribedinSECTIONIll—-LIMITS OF INSURANCE. SECTIONIll —-LIMITS OF INSURANCE,Paragraph6.is deletedin its entirety and replacedbythefollowing: Subject to Paragraph 5.above,the Damage To Premises Rented To YouLimit is themostwewillpayunderCoverageAfordamagesbecauseof"property damage"to any one premises,while rented to you, or in the case of damagebyfire,lightning,explosion, smoke,or leakage from automatic fire protective systems while rented to you ortemporarilyoccupiedbyyouwithpermissionoftheowner. SECTION V —DEFINITIONS,Paragraph9.a.,is deletedin its entirety and replaced by thefollowing: A contract for a lease of premises.However,that portion of the contract for a lease ofpremisesthatindemnifiesanypersonororganizationfordamagebyfire,lightning, explosion,smoke,or leakage from automatic fire protective systems to premises whilerentedtoyouortemporarilyoccupiedbyyouwithpermissionoftheownerisnotan "insured contract"; SECTION IV —-COMMERCIAL GENERALLIABILITY CONDITIONS,Subsection 4.Other Insurance,Paragraph b.ExcessInsurance,(1)(a)(ii)is deleted in its entirety and replaced bythefollowing: Thatis insuranceforfire,lightning,explosion,smoke,or leakage from automaticfireprotectivesystemsforpremisesrentedtoyouortemporarilyoccupiedbyyouwithpermission of the owner; The Damage To Premises Rented To You Limit section of the Declarations is amended to thegreaterof: Page 3 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) a.$1,000,000;or b.The amount shownin 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 amendedasfollows: 1.Paragraph 1.Insuring Agreementis amendedto include the following: Wewill pay those sumsthat the insured becomeslegally obligated to pay as damages becauseofa“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. Paragraph 2.Exclusions is amended to include the following additional exclusions: This insurance doesnot applyto: a.Intentional,Willful,or Deliberate Violations Anywillful,intentional,or deliberate “violation(s)”by any insured. Criminal Acts Any“violation”which results in any criminal penalties under the HIPAA. Other Remedies Any remedy other than monetary damagesfor penalties assessed. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3.SECTION V —DEFINITIONSis amendedto include the following additional definitions: a.“Civil proceeding”means an action by the Department of Health and Human Services (HHS)arising out of “violations.” “Investigation”means an examination of an actualoralleged “violation(s)”by HHS.However,“investigation”does not include a Compliance Review. “Violation”meansthe actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12IncludescopyrightedmaterialofInsuranceServices Office,Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) G.Medical Payments —Limit Increased to $20,000,Extended Reporting Period If COVERAGE C MEDICAL PAYMENTSis not otherwise excluded from this Coverage Part: 1.The Medical ExpenseLimit is changed subjectto all of the terms of SECTIONIII -LIMITS OF INSURANCEtothe greaterof: a.$20,000;or b.The Medical Expense Limit shownin the Declarations of this Coverage Part. 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 expensesare incurred and reported to us within three years of the date of the accident. .Athletic Activities SECTION I -COVERAGES,COVERAGE C MEDICAL PAYMENTS,Subsection 2.Exclusions, Paragraphe.Athletic Activities is deletedin its entirety and replaced with the following: e.Athletic Activities To a personinjured while taking part in athletics. Supplementary Payments SECTION I —COVERAGES,SUPPLEMENTARY PAYMENTS -COVERAGEA ANDB are amendedasfollows: 1.b.is deleted in its entirety and replaced by the following: 1.b.Up to $5000forcost of bail bonds required because of accidents ortraffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.Wedonothavetofurnishthese. 1.d.is deleted in its entirety and replaced by the following: 1.d.All reasonable expensesincurred by the insured at our requestto assist us in the investigation or defense of the claim or "suit",including actual loss of earnings up to $1,000 adaybecauseoftimeofffromwork. Employee Indemnification Defense Coverage SECTION I -COVERAGES,SUPPLEMENTARY PAYMENTS —COVERAGESA AND B the following is added: Wewill pay,on your behalf,defense costs incurred by an “employee”in a criminal proceedingoccurringinthecourseofemployment. The mostwewill pay for any “employee”whois alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of “employees,”claims or“suits”brought orpersonsororganizationsmakingclaimsorbringing“suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K.Key and Lock Replacement —Janitorial Services Client Coverage SECTION I —-COVERAGES,SUPPLEMENTARY PAYMENTS -—COVERAGESA AND B is amendedto include the following: Wewill pay for the cost to replace keys and locksat the “clients”premises due to theft or otherlosstokeysentrustedtoyoubyyour“client,”up to a $10,000 limit per occurrence and $10,000 policy aggregate. Wewill not pay for loss or damage resulting from theft or any other dishonestor criminal act that you or anyof your partners,members,officers,“employees”,“managers”,directors,trustees,authorized representatives or any one to whom youentrust the keys of a “client”for any purpose commit,whetheracting aloneorin collusion with other persons. The following,when used on this coverage,are defined as follows: a."Client"means anindividual,company or organization with whom you havea written contractorworkorderforyourservicesforadescribedpremisesandhavebilledforyourservices. b.“Employee”means: (1)Any natural person: (a)While in your service or for 30 days after termination of service; (b)Who you compensatedirectly by salary,wages or commissions;and (c)Who you havethe right to direct and control while performing services for you;or (2)Any natural person whois furnished temporarily to you: (a)To substitute for a permanent "employee"as defined in Paragraph (1)above,whois on leave;or (b)To meet seasonalor 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 laborleasing firm,factor,commissionmerchant,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"meansa person servingin a directorial capacity for a limited liability company. L.Additional Insureds SECTION Il —WHO IS AN INSUREDis amendedasfollows: 1.If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part,Paragraph 3.a.is deleted in its entirely and replaced by the following: Coverage underthis provision is afforded until the end of the policy period. Eachofthe 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.Suchdutiesdonotincludethefurnishingorfailuretofurnishprofessionalservicesofanyphysician or psychiatrist in the treatmentof a patient. Managers and Supervisors —Your managers and supervisors are also insureds,but only with respect to their duties as your managers and supervisors.Managers andsupervisorswhoareyour“employees”are also insuredsfor “bodily injury”to a co- “employee”while in the course of his or her employment by you or performing dutiesrelatedtotheconductofyourbusiness. This provision does not changeItem 2.a.(1)(a)as it applies to managersofa limited liability company. Broadened NamedInsured —Anyorganization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part.However, coverage does notapplytoanyorganizationorsubsidiarynotnamedintheDeclarationsasNamedInsured,if they are also insured under anothersimilar policy,but for its termination or the exhaustion ofitslimitsofinsurance. Funding Source —Anyperson ororganization with respectto theirliability arising outof: (1)Their financial control of you;or (2)Premises they own,maintain or control while you lease or occupy these premises. This insurance doesnot applyto structural alterations,new construction and demolition operations performed byor for that person or organization. HomeCare Providers —Atthe first Named Insured's option,any person or organization underyour direct supervision and control while providing for you private homerespite orfosterhomecareforthedevelopmentallydisabled. Managers,Landlords,or Lessors of Premises —Any person or organization with respect to their liability arising out of the ownership,maintenanceoruseof that part of the premisesleasedorrentedtoyousubjecttothefollowingadditionalexclusions: This insurance does not applyto: (1)Any “occurrence”which takes place after you cease to be a tenantin that premises;or (2)Structural alterations,new construction or demolition operations performed by or onbehalfof that person or organization. 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 agreedin 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 Page7 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) organization is an insured only with respectto liability for “bodily injury,”“property damage”or “personal and advertising injury’caused,in whole or in part,by your maintenance,operationoruseofequipmentleasedtoyoubysuchpersonororganization. A person's or organization's status as an additional insured under this endorsement endswhentheircontractoragreementwithyouforsuchleasedequipmentends. With respect to the insurance afforded to these additional insureds,this insurance does notapplytoany“occurrence”which takes place after the equipment lease expires. Grantors of Permits —Anystate 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 orpoliticalsubdivisionhasissuedapermitinconnectionwiththepremisesyouown,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 bythis insurance. Vendors —Only with respect to “bodily injury’or “property damage”arising out of “yourproducts”whichare distributed or sold in the regular course of the vendor's business,subject to the following additional exclusions: (1)The insurance afforded the vendor doesnot apply to: (a)"Bodily injury"or "property damage”for which the vendoris obligated to paydamagesbyreasonoftheassumptionofliabilityinacontractoragreement.This exclusion doesnot apply to liability for damages that the vendor would havein the absenceofthe contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical changein the product madeintentionally by the vendor; (d)Repackaging,except when unpackedsolely for the purpose of inspection, demonstration,testing,or the substitution of parts underinstructions from the manufacturer,and then repackagedin the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendorhas agreed to make or normally undertakes to makein the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance byorfor thevendor;or (h)“Bodily injury”or "property damage"arising out of the sole negligence of the vendorforitsownacts or omissionsor those of its employees or anyone else acting onits behalf.However,this exclusion does not applyto: (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 makein the usual course of business,inconnectionwiththedistributionorsaleofthe 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. Franchisor —Any person or organization with respectto their liability as the grantor of afranchisetoyou. 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 additionalinsuredfor"bodily injury,""property damage"or "personal and advertising injury"but only for liability arising out of the negligence of the namedinsured.Thelimits of insurance applicable to these additional insureds are the lesserof the policy limits or those limits specified in acontract or agreement.Theselimits are included within and not in addition to the limits ofinsuranceshownintheDeclarations 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 wholeorin 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 respectto 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,maintenanceorrepairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations hasbeencompleted;or (b)That portion of "your work"out of which the injury or damage arises has beenput to its intended use by any personor organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the sameproject. Page 9 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) m.State or Political Subdivisions —Anystate 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 orpolitical subdivision has issued a permit,and is required bycontract. (2)This insurance does not apply to: (a)“Bodily injury,""property damage"or "personal and advertising injury"arising out ofoperationsperformedforthestateormunicipality;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 GENERALLIABILITY CONDITIONS,Paragraph 2.is amended as follows: a.is amendedto include: This condition applies only when the “occurrence”or offense is knownto: (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 amendedto include: This condition will not be considered breached unless the breach occurs after such claim or “suit” is knownto: (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. .Unintentional Failure To Disclose Hazards SECTION IV —-COMMERCIAL GENERALLIABILITY CONDITIONS,6.Representationsis amendedto includethe following: It is agreed that,based on our reliance on your representations as to existing hazards,if youshouldunintentionallyfailtodiscloseallsuchhazardspriortothebeginningofthepolicyperiod of this Coverage Part,we shall not deny coverage under this Coverage Part because of suchfailure. .Transfer of Rights of Recovery Against Others To Us SECTION IV —COMMERCIAL GENERALLIABILITY CONDITIONS,8.Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Usis deletedin its entirety and replaced bythe following: If the insured has rights to recoverall or part of any payment we have made underthis CoveragePart,those rights are transferred to us.The insured must do nothing after loss to impair them.Atourrequest,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 occurrenceof a loss,provided the waiver is made in a written contract. Liberalization SECTION IV —-COMMERCIAL GENERALLIABILITY CONDITIONS,is amended to include thefollowing: If we revise this endorsement to provide more coverage without additional premium charge,wewillautomaticallyprovidetheadditionalcoveragetoallendorsementholdersasofthedaythe revision is effective in your state. .Bodily Injury —Mental Anguish SECTION V —DEFINITIONS,Paragraph3.Is deletedin its entirety and replaced by the following: “Bodily injury”means: a.Bodily injury,sickness or disease sustained by a person,and includes mental anguishresultingfromanyofthese;and Except for mental anguish,includes death resulting from the foregoing (Item a.above)at anytime. .Personal and Advertising Injury —Abuse of Process,Discrimination lf COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGEis not otherwise excluded from this Coverage Part,the definition of “personal and advertising injury’isamendedasfollows: 1.SECTION V —DEFINITIONS,Paragraph 74.b.is deleted in its entirety and replaced by the following: b.Malicious prosecution or abuse of process; 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.Doneintentionally by or at the direction of,or with the knowledge or consentof: (1)Any insured;or (2)Any executive officer,director,stockholder,partner or memberof the insured; Directly or indirectly related to the employment,former or prospective employment, termination of employment,or application for employmentof any person or personsby aninsured; Page 11 of 12IncludescopyrightedmaterialofInsuranceServices Office,Inc.,with its permission. ©2011 Philadelphia Indemnity Insurance Company PI-GLD-HS(10/11) 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 byor at the direction of any insured;or Insurance for such discrimination is prohibited by or held in violation oflaw,public policy, legislation,court decision or administrative ruling. The above doesnotapply to fines or penalties imposed becauseof discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.©2011 Philadelphia Indemnity Insurance Company Policy #PHPK2050888 PI-CA-001 (09/15) THIS ENDORSEMENT CHANGESTHEPOLICY.PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE ELITE ENDORSEMENT This endorsement modifies insurance provided underthe following: BUSINESS AUTO COVERAGE PART Following is a summary of the Limits of Insurance and additional coverages provided bythis endorsement.For complete details on specific coverages,consult the policy contract wording. Coverage Applicable Whois An InsuredBoardMembers Included Newly Acquired Entities IncludedDesignatedInsuredIncluded Lessor of Leased Autos Included Cost of Bail Bonds $5,000 Reasonable Expenses —Loss of Earnings $500 per day Fellow Employee Coverage AmendedTowing$100 per disablement Glass Breakage (Windshields and Windows)No deductible applies Transportation Expenses $100 per day /$3,000 maximum Hired Auto Physical Damage —Loss of Use $100 per day /$1,000 maximum Hired Auto Physical Damage ACVorrepair or replacementof the vehicle whicheveris less Personal Effects $500 Rental Reimbursement $100 per day /30 days Accidental Discharge —Air Bag Amended Electronic Equipment $1000 Original Equipment Manufacturer Parts IncludedReplacement Auto Loan /Lease Gap Coverage Amended One Comprehensive Coverage Deductible Per Amended Occurrence Notice of and Knowledge of Occurrence Amended Blanket Waiver of Subrogation Amended (as required by written contract) Unintentional Errors or Omissions Amended Mental Anguish —Bodily Injury Redefined Amended Limit of Insurance 109/09]Go]G0)Go|No] ojo]|B) Coverage extensions underthis endorsementonly apply in the event that no other specific coveragefor these extensions is provided underthis policy.If such specific coverage applies,the terms,conditionsandlimitsofthatcoveragearethesoleandexclusivecoverageapplicableunderthispolicy,unless otherwise notedin this endorsement. Any deductible listed in the Auto Declarations Page will apply unless specific deductible provisions are set forth under a coverage enhancementbelow. Page 1 of 7 ©2015 Philadelphia Indemnity Insurance CompanyIncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,with its permission. PI-CA-001 (09/15) ].LIABILITY COVERAGE EXTENSIONS A.WhoIs An Insured SECTIONII -LIABILITY COVERAGE,A.Coverage,1.Who Is An Insured is amended by adding the following: The following are also "insureds": 1.Board Members —Board members(or their spouses)while renting a vehicle while on business for the named insured. Newly Acquired Entities —Any business entity newly acquired or formed by you duringthepolicyperiod,provided you own 50%or moreof the business entity and the business entity is not separately insured for Business Auto Coverage.Coverage is extended up toamaximumof180daysfollowingtheacquisitionortheformationofthebusinessentity. Designated Insured — Any person or organization designated by the “insured”is an "insured"for Liability Coverage,but only to the extent that person or organization qualifies as an"insured"underthe WhoIs An Insured Provision contained in SECTIONII of the CoverageForm. Lessor of Leased Autos —The lessorof a “leased auto”is an “insured”only for "bodilyinjury”or "property damage"resulting from the acts or omissionsby: a.You; b.Any of your "employees"or agents;or c.Any person,except the lessor or any "employee"or agentof the lessor,operating a “leased auto”with the permission of any of the above. Any“leased auto”in the policy schedule will be considered a covered "auto"you ownandnota covered "auto"you hire or borrow. The coverages provided underthis endorsementapply to any “leased auto”in the policyscheduleuntiltheexpirationdateofthelease,or when the lessoror his or her agenttakespossessionofthe “leased auto,”whichever occursfirst. “Leased auto”meansan “auto”leased or rented to you,including any substitute,replacementorextra“auto”needed to meet seasonal or other needs,undera leasing or rental agreementthatrequiresyoutoprovidedirectprimaryinsuranceforthelessor. B.Cost of Bail Bonds SECTIONII —LIABILITY COVERAGE,A.Coverage,2.Coverage Extensions,a.Supplementary Payments,Item (2)is deletedin its entirety and replaced with the following: (2)Up to $5,000for cost ofbail bonds (including bondsforrelatedtraffic law violations)required becauseof an "accident"we cover.We do not haveto furnish these bonds. .Reasonable Expenses SECTIONII —LIABILITY COVERAGE,A.Coverage,2.Coverage Extensions,a. Supplementary Payments,Item (4)is deletedin its entirety and replaced with the following: Page 2 of 7©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office,Inc.,with its permission. PI-CA-001 (09/15) (4)All reasonable expensesincurred by the "insured"at our request,including actual loss of earnings up to $500 a day becauseoftime off from work. D.Fellow Employee Coverage SECTIONII —LIABILITY COVERAGE,B.Exclusions,5.Fellow Employeeis deletedinits entirety and replaced by the following: "Bodily injury"to any fellow "employee"of the "insured"arising out of and in the course of the fellow "employee's"employment or while performing duties related to the conduct of yourbusiness. However,this exclusion does not apply to any managerorofficer of your company. ll.PHYSICAL DAMAGE COVERAGE EXTENSIONS A.Towing SECTIONIll -PHYSICAL DAMAGE COVERAGE,A.Coverage,2.Towingis deletedin its entirety and replaced with the following: 2.Towing Wewill pay up to $100 for towing and labor costs incurred each time a covered "auto"isdisabled.However,the labor must be performed at the place of disablement.No deductible applies to this enhancement. .Glass Breakage SECTIONIll -PHYSICAL DAMAGE COVERAGE,A.Coverage,3.Glass Breakage —HittingABirdOrAnimal—Falling Objects Or Missiles is amended by adding the following: No deductible applies to "loss" to glass used in the windshield or windows. .Transportation Expenses SECTIONIll -PHYSICAL DAMAGE COVERAGE,A.Coverage,4.Coverage Extensions,a.Transportation Expensesis deletedin its entirety and replaced with the following: a.Transportation Expenses Wewill pay up to $100 per day to a maximum of $3,000 for temporary transportation expenses incurred by you becauseof a “loss”to a covered “auto.”We will pay for temporary transportation expensesincurred during the period beginning 48 hours afterthe“loss”and ending,regardless of the policy’s expiration,when the covered “auto”is returned to use or we payforits “loss.” .Hired Auto Physical Damage —Loss of Use The last sentence of SECTIONIl -PHYSICAL DAMAGE COVERAGE,A.Coverage,4 Coverage Extensions,b.Loss of Use Expensesis deletedin its entirety and replaced with thefollowing: However,the most wewill pay for any expensesfor loss of use is $100 per day,to a maximum of $1,000. Page 3 of 7 ©2015 Philadelphia Indemnity Insurance CompanyIncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,with its permission. PI-CA-001 (09/15) E.Hired Auto Physical Damage SECTIONIll -PHYSICAL DAMAGE COVERAGE,A.Coverage,4.Coverage Extensionsisamendedbyaddingthefollowingextension: Hired Auto Physical Damage Any "auto"you lease,hire,rent or borrow from someoneother than your “employees”or partners, or membersof their household is a covered "auto"for each of your physical damage coverages. The most we will pay for any “loss”in any one “accident”is the ACV orthe costfor repair orreplacementofthevehicle,whicheveris less. For each covered “auto”our obligation to pay will be reduced by a deductible of $500for Comprehensive Coverage and $1000for Collision Coverage. Personal Effects Coverage SECTION Ill -PHYSICAL DAMAGE COVERAGE,A.Coverage,4.Coverage Extensionsis amended by adding the following extension: Personal Effects Coverage Wewill pay up to $500 for “loss”to personal effects,which are: 1.Ownedby an “insured”;and 2.Inoron your covered “auto.” This coverage applies only in the event ofthe total theft of your covered “auto.”No deductibleappliestothiscoverage. .Rental Reimbursement SECTIONIll -PHYSICAL DAMAGE COVERAGE,A.Coverage,4.Coverage Extensions isamendedbyaddingthefollowingextension: Rental Reimbursement Coverage Wewill pay up to $100 perday,for up to 30 days,for rental reimbursement expenses incurred by you for the rental of an “auto”becauseof “loss”to a covered “auto.” Wewill also pay up to $300 for reasonable and necessary expensesincurred by you to remove and replace your materials and equipment from the covered “auto.” If “loss”results from the total theft of a covered “auto,”we will pay underthis coverage only thatamountofyourrentalreimbursementexpenseswhichisnotalreadyprovidedunderItemIll.C. Transportation Expensesof this endorsement. .Accidental Discharge —Airbag Coverage SECTIONIll -PHYSICAL DAMAGE COVERAGE,B.Exclusions,Paragraph 3.is amended byaddingthefollowingexception: Page 4 of 7 ©2015 Philadelphia Indemnity Insurance CompanyIncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,with its permission. PI-CA-001 (09/15) This exclusion does not apply to the accidental discharge of an airbag.This coverageis excessof any othercollectible insurance or warranty.No deductible applies to thiscoverage. I.Electronic Equipment Coverage The following supersedes anything to the contrary in SECTIONIll -PHYSICAL DAMAGE COVERAGE,B.Exclusions,Paragraph4. Exclusions 4.c.and 4.d.do not apply to: Anyrisk management or monitoring equipment and electronic equipmentthat receives ortransmitsaudio,visual or data signals and that is not designed solely for the reproduction of sound.This coverage applies only if the equipment is permanently installed in the covered"auto"at the time of the "loss"or the equipment is removable from a housing unit which is permanentlyinstalled in the covered "auto"at the time of the "loss,"and such equipmentis designed to be solely operated by use of the powerfrom the "auto's"electrical system,in oruponthecovered"auto." The mostwewill pay forall “loss”to risk managementor monitoring equipment,audio,visual or data electronic equipment that is not designed solely for the reproduction of sound and anyaccessoriesusedwiththisequipmentasaresultofanyone“accident”is the least of: a.The actual cash value of the damaged orstolen property at the time of the “loss”; b.The costof repairing or replacing the damagedor stolen property with other property of like kind and quality;or c.$1,000. This coverage will not apply if there is other insurance provided bythis policy for the above-described electronic equipment.Wewill,however,pay any deductible,up to $500,thatis applicable under the provisions of the other insurance. J.Original Equipment Manufacturer (OEM)Parts Replacement SECTIONIll -PHYSICAL DAMAGE COVERAGE,C.Limit of Insurance,Paragraph1.is amendedto include: However,if the covered “auto”has less than 20,000 miles on its odometer,then the followingconditionwillapply: Wewill pay the cost to replace the damagedparts (excluding glass and mechanical parts)with new Original Equipment Manufacturer replacementpartsif the damaged parts cannot be repaired. .Auto Loan /Lease Gap Protection SECTIONIll —PHYSICAL DAMAGE COVERAGE,C.Limit of Insurance is amendedto include the following: 4.Inthe event of “loss”to a covered “auto”that is loaned or leased to an “insured”: a.The mostwewill pay for “loss”in any one “accident”is the lesserof: Page 5 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office,Inc.,with its permission. PI-CA-001 (09/15) (1)The actual cash value of the damaged orstolen property as of the time of the “loss”; or (2)The cost of repairing or replacing the damagedor stolen property with other property of like,kind and quality. Our Limit of Insurancefor “total loss”will be the greaterof: (1)The balance due underthe terms of the lease or loan, to which your "auto"is subject but not including: (a)Past due payments; (b)Financial penalties imposed underthe lease; (c)Security deposits not refunded; (d)Costs for extended warranties or insurance;or (e)Final payment due undera “balloon loan’;or (2)Actual cash value of the stolen or damagedproperty. An adjustment for depreciation and physical condition will be made in determining actualcashvalueatthetimeof“loss.” Additional Definitions (1)“Total loss” for the purpose of this coverage,meansa loss in which the estimated cost of repairs,plus the salvage value,exceeds the actual cash value. (2)“Balloon loan”is one with periodic paymentsthat are insufficient to repay the balanceoverthetermoftheloan,thereby requiring a large final payment. Additional Conditions This coverage will apply only to the original lease or loan written on your covered “auto.” In order for this coverage to apply,leased “autos”must be leased or rented to you under a leasing or rental agreement,for a period of not less than six months,which requiresyoutoprovidedirectprimaryinsuranceforthebenefitofthelessor. L.One Comprehensive Coverage Deductible SECTIONIll -PHYSICAL DAMAGE COVERAGE,D.Deductible is amended by adding thefollowing: Only one Comprehensive Coverage Deductible per occurrence will apply to any “loss” resulting from a covered peril. For the purposeof this extension,occurrence meansa single incident,including continuous or repeated exposure to substantially the same general harmful conditions within a 24-hourperiod. Page 6 of 7©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Pi-CA-001 (09/15) ill.BUSINESS AUTO CONDITIONS A.Notice and Knowledge of Occurrence SECTIONIV —BUSINESS AUTO CONDITIONS,A.Loss Conditions,2.Duties In The EventOfAccident,Claim,Suit Or Loss,Paragrapha.is deletedin its entirety and replaced with the following: a.Inthe eventof “accident,”claim,“suit”or “loss,”you must give us,or our authorized representative,prompt notice of the “accident”or “loss.”Include: (1)How,when and wherethe “accident”or “loss”occurred; (2)The “insured’s”name and address;and (3)To the extent possible,the names and addressesof any injured persons and witnesses. Yourduty to give us or our authorized representative prompt notice of the “accident”or“loss”applies only when the “accident”or “loss”is knownto: (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.Blanket Waiver Of Subrogation SECTION IV —BUSINESS AUTO CONDITIONS,A.Loss Conditions,5.Transfer Of Rights OfRecoveryAgainstOthersToUs,is amended by adding the following exception: However,we waive any right of recovery we may have against any person or organization because of payments we makefor “bodily injury”or “property damage”arising out of the operation of a covered “auto”when you have assumedliability for such “bodily injury”or“property damage”underan“insured contract.” .Unintentional Errors or Omissions SECTION IV —-BUSINESS AUTO CONDITIONS,B.General Conditions,2.Concealment, Misrepresentation,Or Fraud is amendedby adding the following: The unintentional omission of,or unintentional error in,any information given by you shall not prejudice yourrights underthis insurance.However,this provision does not affect our right tocollectadditionalpremiumorexerciseourrightofcancellationornon-renewal. IV.DEFINITIONS A.Mental Anguish SECTION V —DEFINITIONS,C."Bodily injury"is amended by adding the following: “Bodily injury”also includes mental anguish but only when the mental anguish arises fromotherbodilyinjury,sickness,or disease. Page 7 of 7©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office,Inc.,with its permission.