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HomeMy WebLinkAboutNational Conflict Resolution Center; 2022-07-15; PSA22-1847CAPSA22-1847CA City Attorney Approved Version 6/12/18 1 AGREEMENT FOR CITY OF CARLSBAD MANAGER TRAINING NATIONAL CONFLICT RESOLUTION CENTER (NCRC) THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2022, by and between the City of Carlsbad, a municipal corporation, ("City"), and National Conflict Resolution Center, a California corporation, ("Contractor”). RECITALS City requires the professional services of a training services consultant that is experienced in collaborative communication training services. Contractor has the necessary experience in providing these professional services, 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 Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of three (3) months from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be three thousand seven hundred dollars ($3,700). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. 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. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA 15th July PSA22-1847CA City Attorney Approved Version 6/12/18 2 professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has 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 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, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The 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 Craddock Stropes Name Marc Meyer Title Senior Management Analyst Title Project Manager Department Public Works Address 530 B Street, Suite 1700 City of Carlsbad San Diego, California 92101 Address 1635 Faraday Ave Phone No. 619-238-2400 X225 Carlsbad, CA 92008 Email mmeyer@ncrconline.com Phone No. 442-339-2726 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. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. Yes No 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA □ PSA22-1847CA City Attorney Approved Version 6/12/18 3 termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA PSA22-1847CA City Attorney Approved Version 6/12/18 4 15. 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. CONTRACTOR NATIONAL CONFLICT RESOLUTION CENTER, a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Steve Dinkin, President (print name/title) By: (sign here) Nancy Giberson, CFO (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: 224A8112-F230-435E-9A99-9CD9860718CA PSA22-1847CA City Attorney Approved Version 6/12/18 5 EXHIBIT “A” SCOPE OF SERVICES NCRC will provide one customized three-hour ARTFUL CONVERSATION in-person training session, The in person training will occur on July 21, 2022 from 9:00 a.m. to noon. Expected Outcome: Participants will increase their ability to: •Utilize communication skills that reduce tension; •Apply the principles of collaborative communication in interactions with others; •Express their perspectives in non-confrontational ways, and; •Integrate the ARTful Conversation strategy to resolve differences when they are engaged in confrontational dialogue. Price: Total Cost: $3,700 Price includes: •Consultation from NCRC curriculum developer for customization •Two Certified NCRC Facilitators •One (1) three-hour session •Access to NCRC’s smartphone app for relevant training materials, ongoing support, and resources. JOB QUOTATION ITEM NO. UNIT QTY DESCRIPTION PRICE 1 EA 1 Artful Conversation $3,700 TOTAL* $3,700 *Includes taxes, fees, expenses and all other costs. DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Philadelphia Indemnity Insurance Co. NOVA Casualty Company Gemini Insurance Company 7/14/2022 Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC PO Box 85638 San Diego, CA 92186 Ashley Moore 800 321-4696 858-452-7530 Ashley.Moore@MarshMMA.com National Conflict Resolution Center 530 B Street, Suite 1700 San Diego, CA 92101-5149 18058 42552 10833 A X X X PHPK2415975 07/01/2022 07/01/2023 1,000,000 1,000,000 10,000 1,000,000 3,000,000 3,000,000 A X X PHPK2415975 07/01/2022 07/01/2023 1,000,000 A X X X 10000 PHUB815251 07/01/2022 07/01/2023 1,000,000 1,000,000 B Y BBWWK1000029705 07/01/2022 07/01/2023 X 1,000,000 1,000,000 1,000,000 C Professional Liab Claims Made Retro Date 7/1/08 VNPL010232 07/01/2022 07/01/2023 $2,000,000 EA Occ $4,000,000 Aggregate $10,000 Retention The City of Carlsbad is included as an additional insured as respects to General Liability, per the attached policy form. General Liability Waiver of Subrogation applies per attached General Liability policy form. Primary wording applied per attached policy form. Workers Compensation Waiver of Subrogation is applied per attached policy (See Attached Descriptions) City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 1 of 2 #S11117955/M11117729 NATIOCONFL1Client#: 434033 WSAAM 1 of 2 #S11117955/M11117729 DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA I I f--D □ f-- f-- f-- Fl □ □ f-- f--- f--- f--- f--H I I I I I □ I SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) form. *30 Day written cancellation notice or 10 day notice of cancellation in the event of non-payment of premium. 2 of 2 #S11117955/M11117729 DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA INSURED: POLICY #: POLICY PERIOD: TO: National Conflict Resolution Center BBWWK1000029705 07/01/2022 07/01/2023 DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA WC 990606 Ed. 04-11 4. Blanket Waiver of Subrogation (Does not apply in the following states: Kentucky and New Hampshire) We have the right to recover our payments from anyone liable for an injury covered by this policy. We waive any right to recovery we may have against any person or organization, but only to the extent that your work is being performed under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. This coverage does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights is against public policy and void where one party to the contract is an employer in the construction group of code classifications. SECTION Ill. Schedule of Covered States A. This endorsement does not apply in the following states: Alaska, Arizona, Connecticut, Florida, Massachusetts, Minnesota, New Jersey, New York, North Carolina, Pennsylvania, Tennessee, Texas, and Wisconsin. B. This endorsement applies only in those states listed in item 3A of the Information Page on the effective date of the applicable state approval, except for those states listed above in paragraph A, If a state shown in Item 3.A. of the Information Page approves this endorsement after the effective date of this policy, the coverage will apply in the new state on the effective date of the state approval. We will charge you additional premium for these covered states on a pro-rata basis, determined by the approval date of each state. SECTION IV. Schedule -Increased Limits for Repatriation Expense (If no entry appears below, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement) WC 9906 06 (Ed. 04-11) Coverage Total Limits of Insurance Repatriation $ Per Person $ Per Accident Includes copyrighted matertal of the National Council on Compensation Insurance, Inc. with Its permission. ci Copyright 2009 Na:ional Council on Compensation lnsl.S'ance, Inc. All Rights Reserved. Page 6 of 6 INSURED: POLICY #: POLICY PERIOD: TO National Conflict Resolution Center PHPK2415975 07/01/2022 07/01/2023 DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA PI-GLD-HS ( 10/11 ) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY GENERAL LIABILITY DELUXE ENDORSEME NT: HUMAN SERVICES Th.is endor-...ement modifies insurance provided under the following: COMMERCIAL GEllERAL LIABILITY COVERAGE I; is understood and agreed that the following exten sions on.ty apply in the ~nt that no IXher specific coverage for the indicated loss exposure is provided under diis policy. tf such specific 00\/e.f'.lge applies. the terms. conditions and lirl'W'.s of that coverage are :zhe sole and exclusive COW.f'age applicable under :zhis policy, unless otherwise noted on this endorsement. The following is a summary of me Limi":S of Insurance and additional coverages provided by this endorsement. For complete deuils on specif,c COW.f'.lges. consult die policy comract-:irding. Coverage Applicable Limit of Insurance Extended Property Damage Included Limited Rental l ease AQreement C.ontractual Liabifrty SS0.000 limit Non-CWned Watercraft Less than 58 fee:: Damage to Property You Own. Rent ot Occupy S30.000 limit Damage ::o Premises Ren~ed to Yoo $1.000.000 HIPAA Clarification Medical Payments S20,000 Medical Payments -Extended Reporting Period 3 years Athletic Activities Ame-• Supplementary Payments -Bail Bonds S5,000 Supplementary Payment -l oss of Earnings S 1,000 per day Employee Indemnification Defense Cover~e S25,000 Key and Lock Replacement -J.J.nitorial Se.rvioes Client C.overage S 10.000 limit Additional Insured -Newty Acquired lime Period Amended Additional Insured -MediC.J.I Directors and Administrators Included Additional Insured -Managers and Supervisors {with Fellow Included EmN,v.,o,.o, C.overa"""'' Additional Insured -Broadened Named Insured Included Additional Insured -Funding Source Included Additional Insured -Home Care Pf'O"liders Included Additional Insured -Managers. Lm cllon::ls. or Lessors of Premises Included Additional Insured -Lessor of l eased Equlpment Included Additional Insured -Gran:or of Permits Included Additional Insured -Vendor Included Additional Insured -F nm chisor Included Additional Insured -When Required by Contract Included Additional Insured -Owners. Lessees. or Contractors Included Additional Insured -Sta:e 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 • 5 5 5 5 5 5 6 6 7 7 7 7 7 7 7 8 8 9 9 9 10 DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA PI-GLD-HS ( 1 0/11 ) Duties in the Event of Oocurrenoe, Claim or Suit lnclud'ed 10 Unintentional Failure to Disclose Hazards lnclud'ed 10 Transfe.rof Rights of Recove.ry Agail'?ISt Others To Us Clarification 10 Liberalizaiion lnclud'ed 11 Bodily Injury -includes Mental A nguish lnclud'ed 11 Personal and Advertisi"9 Inj ury -includes Abuse of Process. lnclud'ed 11 Discrimination A. Extended Property Damage SECTION 1-COVERAGES, COVERAGE A BOOIL Y INJURY ANO PROPERTY DAMAGE LIABILITY, SUbsection 2, Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: 3, Expected or Intended Injury "Bodily injury" or property damage" expected 0< intended from the standpoint of the insured. This exclusion does no t apply to 0bodily injury" or •property damage• resulting from the use of reasonable force to protect per-...ons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION 1-COVERAGES, COVERAGE A. BOOIL Y INJURY ANO PROPERTY DAMAGE LIABILITY, SUbsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on tile named insured's request at the time of claim, we agree to indemnify the named insured for their liabtlity assumed in a contract or agreement regarding the rental or lease of a premises on behalf of thei' client, up to SS0,000. 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 1-COVERAGES, COVERAGE A BOOIL Y INJURY ANO 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 carryper-...ons or property for a charge; This provision applies to any person, who with your consent, either ooes 0< is responsible fe< the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whetner primary, excess 0< contingent. 0 , Damage to Property You Own, Rent or Occupy SECTION 1-COVERAGES, COVERAGE A BOOIL Y INJURY ANO PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with iits permission. © 2011 Philadelphia Indemnity Insurance Company DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA Pl-GLD-HS (10/11) LIABILITY, SUbsection 2, Exclusions, Paragraphj. Damage to Property, ttem (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, a 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 p:roperty, unless tile damage to property is caused by your client, up to a $30,0 00 limit. A client is defined as a per-...on 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: •. The last paragraph of SECTION I -COVERAGES, COVERAGE A BODILY lt,IJURY AND PROPERTY DAMAGE LIABILITY, SUbsection 2, Exclusions; is deleted in its entirety and repla ced 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 tile owner. A separate ltmit of insurance applies to this coverage as described in SECTION 111 -LIMITS OF INSURANCE. b. SECTION 111 -LIMITS OF INSURANCE, Paragraph 6. is deleted in tts entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we wiU 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 )':)U or temporarily occupied by you with permission of tile owner. c, SECTION V -DEANITIONS, Paragraph 9.a., is deleted in tts entirety and replaced by the following: A contract for a lease of premises. HO\\E:ver, 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: Th3't is insurance for fire, lightrling, 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 Darnage To Premises Rented To You Limit section of tile 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 DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA 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 tile same event, whetner such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F, HIPAA SECTION 1-COVERAGES, COVERAGE B PERSONA L AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay tnose sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health ln&1rance 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 oo 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, Willful1 or Deliberate Violations Any willful. intentional. or deliberate 'violation(st 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 tile Department of Health and Human Services (HHS) arising out of "violations.• b. "Investigation• means an examination of an actual or alleged 'violation(st by HHS. However, "investigation• does not include a Compliance Review. c. "Violation• means tile actual or alleged failure to complywith the regulations included in tile HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA Pl-GLD-HS (10/11) G. Medical Payments -Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otheiwise excluded from this Coverage Part: 1. The Medical Expense limn 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 tile accident H. Athletic Activities SECTION 1-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 0< "suit'", including actual loss of earnings up to $1,000 a day because of time off from work. J, Employee Indemnification Defense Coverage SECTION 1-COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGES A AND B the following is added: We witl pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in tile course of employment. The most we will pay f0< any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims 0< "suits" brought or persons 0< organizations making claims 0< bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA Pl-GLD-HS (10/11) K. Key and Lock Replacement -Janitorial Services Client Coverage SECTION 1-COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGES A AND 6 is amended to include the following: W e witl pay for the cost to replace keys and locks at the "clients" premises due to theft or otner loss to keys entrusted to you by your •client," up to a S10,000 limit per occurrence and S10,000 policy aggregate. We will not pay for loss or carnage resulting from tneft or any other dishonest or crirr1inal act tnat you or any of your partners, members, officers, •employees". "managers", directors, trJStees, authorized representatives or any one to whom you entrust the keys of a 0clienr for any purpose commit, wlletller acting ak>ne or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Clienr means an indivijual. comoanv or oraanization with wnom vou have a writen contract or work order for your services for a described premises and have bitled 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 d irect and control while pertorming seivices for you; or (2) Any natural person ·1.00 is furnished temporarily to you: (a) To substitute for a permanent "employee• as defined in Paragraph (1) above, WOO is on 1eave; or (b) To meet seasonal or short-term v.'OrilJoad conditions; while that person is subject to your direction and control and pertonning seivices for you. (3) "Employee" does not mean: (a) Any agent. broker, person leased to you by a labor leasing firm, factor, canmission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager,• d irector or trustee except wt,ile performing acts coming within the scope of the usual duties of an "employee.■ c, "Monogcr" mean~ o pcroon xrving in a directorial copocity for o 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 Seivices Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA Pl-GLD-HS (10/11 ) Coverage Part, Paragraph 3.a. is deleted in its entirety and replaced by the following: 3, Coverage under this provision is afforded until tile end of the policy period. 2. Each of tile following is also an insured: 3, Medical Directors and Administrators -Your medical directors and administrators, but onty while acting wilhin the scope of and during the course of tneir duties as such. SUch duties do not include tile furnishing or failure to furnish professional services of any physician 0< psychiatrist in tile treatment of a patient. b, Managers and Supervisors -Your managers and supervisors are also insureds, but onty with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodity injury" to a co- "employee" while in tile course of his or her employment by you or performing duties related to the condu:.t 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 oetively m-aoage on the effective d:.1te of thie Coverage Part. However, cover.age doec not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insure,j under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source -.o..ny 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 tnese premises. This insurance does not apply to structural alterations, new construction and demolition operations pertoimed by or for that person or organization. e. Home Care Providers -At the first Named lnsured"s option, any per-...on or organization under your direct Sl.l)ervision and control while providing for you private home respite or foster home care for tile developmentally disabled. f. Managers, LandlOfds, or Lessors of Premi ses -Any per-...on or organization with respect to their liability arising out of the ownership, maintenance or use of tnat part of tile premises leased or rented to you subject to tile 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 pertormed by or on behalf of tnat 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 per-...on 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 DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA 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 par\ by your maintenance, operation or use of ~ipment leased to you by such person or organization. A per-...on's or organization's status as an additional insured undoer this endorsement ends when their contract or a greement with you for such leased equipment ends. With respect to tile insurance .afforded to these additional insureds, this insurance does not apply to any •occurrence" wtiich takes place after tile equipmen.1 lease expires. lil. Grantors of Permits -Ally state or political subdivision gra~ing you a permit in connection with your premises subject to the following additional provision: (1) Th.is insurance applies only with respect to the following hazards for which tile state or political subdivision has issued a permit in connection with the premises you own, rent or control and to wt,ich this insurance applies: (a) The existence, maintenance, repair, construction, erection, o r removal of advertising signs, awnings, canopies, cellar entrances, coal holes, d riveways, manholes, marquees, hoist away openings, sidewalk vaults, street b3nners or decorations al\d similar exposures; (b) The construction, erec tion, or removal of elevators; 0< (c) The ownership, maintenance, or use of any elevators covered by this insurance. i!, Vendors -Onty with respect fo 'bodily injury" 0< "property damage" arising out of "your products• which are distribute<! 0< sold in the regular course of fhe vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (3) "Bodily injury"' 0< "property damage" for wt,ich the vendor is obligated to pay damages by reason oi the asslrf!ption of liabitity in a contract or agreement. This exclusion does not apply to liabitity for damages that the vendor would have in the absence of the contract or agreement; (b) Arry express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionalty by the vendor; (d) Repackaging, except 'When unpacked solely f0< 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 vend0< has agreed to make Of' normally undertakes to make in the usual course of business, in connection with the distribution 0< sale of the products; (f) Demonstration, install.ation, 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 DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA PI-GLD-HS ( 1 0/11 ) (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" arisi~ out of tile 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 (I}; or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make i'1 the usual course of business, in connection with the distribution or sale of the products. (2) Th.is insurance does not apply to any insured person or organization, from wnom 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 tneir liability as tile grantor of a franch.ise to you. k, As Required by Contract -Any per-...on 0< organization where required by a written contract executed pri0< to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury,• "property damage" 0< "personal and advertising injury'" but only for liability alisill!I out of the negligence of tile 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 'With.in and not in addition to tile limits of insurance sllown in the Declarations I, Owners, Lessees or Contractors -Any person or organization, but only with respect to liability for "bodily injury,• "'property damage" 0< •personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; 0< (2) The acts 0< omissions of those acting on your behalf; in the performance of your ongoing operations f0< the additional insured when required by a contract. Wifh respect to tile insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" 0< "property damage• occurring after: (3) All work, including materials, parts 0< equipment furnished in connection with such work, on the proj ect (other than service, maintenance or repairs) to be perfom,ed by 0< on behalf of tile additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which thle injury or damage arises has been put to its intended use by any per-...on or organization other than another contract0< or subcontract0< engaged in performing operations f0< a principal as a part of the same proje<:t. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA Pl-GLD-HS (10/11) m. State or Political Subdiv isions -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 subdivis ion 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 pertormed for the state or municipality; or (b) "Bodily injury"' 0< "property damage" included within the "products--oompleted 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, d yoo are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: Th.is 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, d yoo are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. IN, Unintentional Failure To Disclose Hazards SECTION IV -COMMERCIAL GEtlERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as fo existing hazards, if you should unintentionalty fail to disclose all such hazards prior to the beginning of the policy period of th.is Coverage Part, we shall not deny coverage under th.is Coverage Part because of such failure. 0 . Transfer of Rights of Recovery Against Others To Us SECTION IV -COMMERCIAL GEtlERAL LIABII.ITY CONDITIONS, 8, Transfer of Rights of Page 1D of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA 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, tile insured will bring "suit" or transfer those rights to us and help us enforce them. Therefore, the insured can waive tile insurer's rights of recovery prior to the occurrence of a loss, provided tile waiver is made in a written contract. P. Liberalization SECTION IV -COMMERCIAL GEtlERAL LIABILITY CONDITIOllS, is amended to include the following: If we revise this endorsement to provide more coverage witllout additional premium charge, we will automatically provide tile additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury -Mental Anguish SECTION V -DEFltllTIOtlS, Paragraph 3, Is deleted in rts 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 tile foregoing (Item 3, above) at any time. R. Personal and Advertising Injury -Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING ltlJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V -DEFINITIOtlS, Paragraph 14.b. is deleted in rts entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V -DEFINITIOtlS, 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 tile direction of, or with tile knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of tile 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 DocuSign Envelope ID: 224A8112-F230-435E-9A99-9CD9860718CA Pl-GLD-HS (10/11) c. Directly Of indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease Of sub-lease of any room, dwelling Of premises by Of at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company