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HomeMy WebLinkAboutCD Customer Satisfaction Measurement ProgramAGREEMENT FOR PROFESSIONAL SERVICES FORCO~TYDEVELOPMENTDEPARTMENT CUSTOMER SATISFACTION MEASUREMENT PROGRAM This Agreement is made and entered into this {q7f1 day of Aec-E:14BdR and between the CITY OF SAN RAFAEL (hereinafter IICITY II ), and MARIN ASSOCIATION (hereinafter IICONTRACTORII ). RECITALS ,2017, by BUILDERS WHEREAS, in 2014, the Community Development Department prepared a Customer Service Strategic Plan, which included recommendations for department staffing to improve customer service. The CITY collaborated with the CONTRACTOR and other stakeholders in developing this plan; and WHEREAS, as requested by the CONTRACTOR, the CITY approved the Customer Service Strategic Plan with a recommendation that Community Development Department service be monitored to assess the success of the plan; and WHEREAS, in 2017, the CONTRACTOR approached the CITY with a Pemut Simplicity Initiative to promote a joint partnership for implementing a Customer Satisfaction Program. With the CONTRACTOR in the lead and assisted by the Marin Economic Forum, the program will work to gather information :£i.-om both the customers (homeowners and contractors) and CITY staff to identify the experience encountered at the public permit counter. The data that is gathered will be used to establish benchmarks that will allow the CITY to measure progress in and opportunities for improving the customer experience. It is expected that improvements in the customer experience will tap the unpermitted construction activity that is cUTI'ently occurring in the community. WHEREAS, the CONTRACTOR has prepared a scope of work that would implement the first phase of the Customer Satisfaction Program (Exhibit A). This Agreement for Professional Services would authorize this first phase of work. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Community Development Director is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Rick Wells is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perfOlm the duties and/or provide services for administeling the Customer Satisfaction Measurement Program, as outlined in attached Exhibit A. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perfoIm the duties as outlined in attached Exhibit A. 4. COMPENSATION. For the full perfoImance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR a not-to-exceed amount of$18,500 .00 for administering and completing the program scope, tasks and deliverables, as outlined in attached Exhibit A. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The teIm of this Agreement shall be for one year commencing on the date of execution of this Agreement. Upon mutual agreement of the patties, and subject to the approval of the City Manager, the teIm of this Agreement may be extended for an additional period of one yeat'. 6. TERMINATION. A. Discretionary. Either patty may telminate this Agreement without cause upon thiJ.ty (30) days written notice mailed or personally delivered to the other pruty. B. Cause. Either party may telminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination, Upon receipt of notice of telmination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the perfOlmance of its duties under this Agreement, shall be 2 delivered to CITY as soon as possible, but not later than thiIty (30) days after tennination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the perfOlmance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its perfOlmance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other pru.ty, and any attempt to so assign this Agreement or any rights, duties or obligations ru.lsing hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the tetm of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollru.·s per OCCUlTence. 3. If it employs any person, CONTRACTOR shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONTRACTOR's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR ill subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, 3 agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be Plimary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution . The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO fOlm CG20 01 04 13. 3. Except for professional liability insmance or worker's compensation insmance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injUly. 4. By execution of this Agreement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the lllsurer. 5. If the insurance is written on a Claims Made Form, then, following telmination of this Agreement, said insurance coverage shall smvive for a period of not less than five years. 6. The insmance policies shall provide for a retroactive date of placement coincidillg with the effective date of this Agreement. 7. The limits of msmance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insmance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements andlor limits shall be available to CITY or any other additional insured party. Furthermore, the requll'ements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insmance policies must be declared to and approved by the PROJECT MANAGER and City Attomey, and shall not reduce the limits of liability. Policies containing any self-insmed retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insmed party. At CITY's option, 4 the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all ofthe following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements ii'om CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to fOlm and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as othelwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold hannless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attomey's fees, expel1 fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitces. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a pat1y to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S perfOlmance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be perfOlmed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold hannless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in 5 addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the pelionnance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the perfonnance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold hatmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fmes and all other consequences :fi:om any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or pennitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivelY, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: 6 Paul Jensen, Community Development Director City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Rick Wells Marin Builders Association 660 Las Gallinas Avenue San Rafael, CA 94903 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT --AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The telms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the telms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any telm, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, pelfOlmanCe, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any telm, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 7 20. COSTS AND ATTORNEY'S FEES. The prevailing palty in any action brought to enforce the terms and conditions of this Agreement, or arising out of the pelfonnance of this Agreement, may recover its reasonable costs (including claims administration) and attomey's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration ofthls Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of CalifOlnia shall govern this Agreement. IN WITNESS WHEREOF, the pruties have executed this Agreement as of the day, month and yeru' first above written. CITY OF SAN RAFAEL ATTEST: .~ c::... ~.e<yo ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: 8 CONTRACTOR BY:~ _ 3 Name: ')2. \.eu.. W G\.. L--9 Title: c.~O EXHIBIT 'A' Customer Satisfaction Measure'ment Program Marin Builders Association and City of San Rafael November 2,2017 Background and summary There is an estimated 46% of unpermitted construction in City of San Rafael. Unpermitted work results in an estimated $3,155,000 in unpaid fees to City of San Rafael annually. An increased percentage of permitted work improves environment and safety for contractors, homeowners and City of San Rafael. The Marin Builders Association's Customer Satisfaction Program will, over time, increase revenue, reduce inconsistency and frustration on both sides of the counter. This program will demonstrate to the community that San Rafael city staff is actively gathering meaningful and impartial feedback. It will give the City of San Rafael an opportunity to advance their reputation and once again be recognized as a leader in Marin. Scope of Work The Customer Satisfaction Program will gather information from both customers (homeowners and contractors) and city staff regarding their experience at the permit counter. Our team will gather data to establish benchmarks that will allow the City of San Rafael to measure progress, future successes and identify new opportunities. We will establish a baseline 'net promoter' score for the City of San Rafael to help determine how likely customers are to refer their friends, family, and colleagues to get their work permitted in San Rafael. Our team will include in our report relevant examples of best practices being implemented in other jurisdictions. Deliverables • Survey Findings, Summary and Report • Focus Groups Facilitation, Findings and Report • Provide baseline measurement for Phase 2 (net promoter score) • Identification of what is working well and initial improvement recommendations • Phase 2 Concepts (Outreach, Marketing, Implementing of Recommendations and Best Practices, Continued Benchmarking, Process Analysis, etc.) Timeline • Phase 1-Scope of work defined and agreed upon • Phase 1 Contract Finalized -November 2017 • Surveys Conducted -ql 2018 • Focus Groups Conducted -ql 2018 • Confidential Draft Presented to Staff for Feedback -April 2018 • Presentation of Phase 1 Final Report -June 2018 • Consideration and Discussion of Phase 2 -July 2018 Budget • $18,500 for Phase 1 only. • 50% payable upon execution of agreement and balance paid upon delivery of Final Report (projected) June 2018. SAN RAFAEL THE CITY WITH A MISSION Community Development Department -Planning Division DATE: November 17,2017 INTER-DEPARTMENTAL MEMORANDUM TO: Jim Schutz, City Manager & Lisa Goldfien, Assistant City Attorney FROM: Paul Jensen, Community Development Department (:1 fU I/. 11. .frj {.(JI!A/lt -' SUBJECT: Professional Services Agreement with Marin Builders Association Permit Simplicity-Customer Service Satisfaction Program The Community Development Department has been working on a partnership with Marin Builders Association (MBA), along with assistance from Marin Economic Forum. The partnership involves initiating a Customer Service Satisfaction Program. MBA and the City acknowledge that there is a substantial amount of unpermitted construction that occurs within the community. This unpermitted work is revenue that the City is not capturing. MBA believes that some of the unpermitted work is a result of customer (property owner and contractor) fears and frustrations with the City permitting process. The Customer Service Satisfaction Program would be administered by MBA. MBA work would involve surveying customers and City staff, as well as conducting focus groups to gather data. MBA would also collect examples of best practices. The information would be used to determine what is working well in the permitting process and where improvements are warranted to promote more customers, resulting in more revenue. It is also an opportunity to advance our service reputation. MBA also believes that this program with the City will provide a lead for other cities/towns and the County to implement a similar program. Attached, please find a draft Professional Services Agreement with MBA, which is accompanied by a scope of work (Exhibit A). The cost for this service is $18,500, which can be adequately covered in the COD FY 17/18 contractual services under the Administration Division (Acct No. 011-16-11001-9270). If you have any questions, please contact me at extension 5064. CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community Development Project Manager: Paul Jensen Extension: Extension 5064 Contractor Name: Marin Builders Association Contractor's Contact: Rick Wells Contact's Email: rick@marinbuilders.com o FPPC: Check if Contractor/Consultant must file Form 700 Step 1 2 3 4 5 RESPONSIBLE DEPARTMENT Project Manager City Attorney Project Manager Project Manager PRINT Project Manager DESCRIPTION a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor Forward three (3) originals of final agreement to contractor for their signature When necessary, * contractor-signed agreement agendized for Council approval *PSA > $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form COMPLETED DATE 11/1/2017 11/17/2017 12/1/2017 12/1/2017 12/14/2017 ~ N/A Or Click here to enter a date. 12/14/17 6 City Attorney Review and approve hard copy of signed /, Lf/n agreement 12-( I 7 City Attorney 8 City Manager / Mayor 9 City Clerk Review and approve insurance in PINS, and bo?ds '/Ilr/n (for Public Works Contracts~W,QI\Vl~JJ< W/5-.t ... 12-/1-' Agreement executed by Council authorized official Attest signatures, retains original agreement and forwards copies to Project Manager /J -20.,.1 REVIEWER Check/Initial ~ PJ ~ LG ~ LG I ~ PJ PJ if m- MARIBUI-01 ILiCHAU ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDIYYYY) ~ 12/13/2017 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER 2R~~~CT Georae Petersen Insurance Agency , Inc. rlJg~:o . Ext): (707) 525-4150 l FAX 2 P.O. ox 3539 (Alc .No ):(707) 5 5-4175 Santa Rosa , CA 95402 ~~':J~ss , info@gpins.com INSURERrS) AFFORDING COVERAGE NAIC# INSURER A : PhiiadelDhia Indemnitv Insurance ComDanv 18058 INSURED INSURER B : Security National Insurance Co 19879 Marin Builders Associ ation IN SURER c : 660 Las Gallinas Avenue INSURER 0 : San Rafael , CA 94903 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER' REVISION NUMBER' 1 THIS IS TO CERTI FY THAT THE POLIC IES OF INSURANCE LI STED BELO W HAVE BEEN ISSUED TO TH E INSURED NAMED ABOVE FOR THE PO LI CY PER IOD IND ICAT ED. N01W1THSTANDING ANY REQUIREM ENT, TERM OR CO ND ITION OF AN Y CONTRA CT OR OTHER DOCUMENT VVlTH RESP ECT TO WHICH TH IS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INS URAN CE AF FORD ED BY THE POLICI ES DESCRIBED HERE IN IS SUBJECT TO ALL THE TERMS , EXC LUSIONS AND COND ITIONS OF SUCH POLIC IES . LI MI TS SHOWN MAY HAVE BEEN REDUCED BY PA ID CLA IMS . I~f'~ TYPE OF INSURANCE .~~fJ-.WlC POLICY NUMBER . r~~15%~1 r~~~~%~1 LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 -:KJ CLA IMS ·MADE D OCCUR ~~~~~~J?E~~~~ncel 1,000,000 X PHPK1715509 10/01/2017 10/01/2018 s - 20,000 MED EXP (Anyone person ) S - PERSONAL & ADV INJURY S 2,000,000 -4,000,000 ~'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S POLICY D ~~8T D LOC PRODUCTS · COMP/OP AGG S 4,000,000 OTHER : S A ~TOMOBILE UABIUTY fE~~~~~~~tr I NG L E LI MIT S 1,000,000 ANY AUTO PHPK1715509 10/01/2017 10/01/2018 BOD ILY INJUR Y (Pe r Derson ) S -,---OWNED SCHEDULED X AUTOS ONLY rx AUTOS BODILY INJURY rPer accident) S ~ll'WfSONLY ~8%~~J~ Fte9~~dl;'~RAMAGE s -r- s r--UMBRELLA UAB H OCCUR EACH OCCURRENCE S EXCESSUAB CLA IMS ·MA DE AGGREGATE S DED I I RETEN TION S s B WORKERS COMPENSAllON X H~fT UT~ I I ~~H. AND EMPLOYERS' LIABILITY YI N X SWC1165274 10/0112017 10/01/2018 1,000,000 ANY PROP RIETO R/PARTNER /EXECU TIVE D E.L. EACH ACC IDENT s ~f~~il:.'Wl~~m EXCLUDED? N/A 1,000,000 E.L. DISEASE · EA EMPLO YEE S ~~~~~r~-IT~~ 'b~'gPERA TIONS be low E.L. DISEASE · POLICY LIMIT S 1,000,000 DESCRIPllON OF OPERA llONS I LOCA llONS / VEHICLES (ACORD 101. Additional Romarks Schedule , may be attached If more spaco Is requ ired ) Customer Satisfaction Measurement Program The City of San Rafael , its officers, agents , employees , and volunteers are i nc luded as Additional Insured for General Liability per PI ·GLD ·HS 10 -11 , fonn attached . Workers Compensation Waiver of Subrogation in favor of the City of San Rafael per WC 04 03 06 issued by the carrier, fonn to follow. CERTIFICATE HOLDER CANCELLA TION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of San Rafael THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . 1400 Fifth Avenue, 3rd Floor San Rafael , CA 94915-1560 AUTHORIZED REPRESENTA llVE I @,@- ACORD 25 (2016/03) @) 1988-2015 ACORD CORPORATION. All rights reserved . The ACORD name and logo are registered marks of ACORD PI-GLD-HS (10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Extended Property Damage Included Limited Rental Lease Agreement Contractual Liability $50,000 limit Non-Owned Watercraft Less than 58 feet Damage to Property You Own, Rent, or Occupy $30,000 limit Damage to Premises Rented to You $1,000,000 HIPAA Clarification Medical Payments $20,000 Medical Payments -Extended Reporting Period 3 years Athletic Activities Amended Supplementary Payments -Bail Bonds $5,000 Supplementary Payment -Loss of Earnings $1,000 per day Employee Indemnification Defense Coverage $25,000 Key and Lock Replacement -Janitorial Services Client Coverage $10,000 limit Additional Insured -Newly Acquired Time Period Amended Additional Insured -Medical Directors and Administrators Included Additional Insured -Managers and Supervisors (with Fellow Included Employee Coverage) Additional Insured -Broadened Named Insured Included Additional Insured -Funding Source Included Additional Insured -Home Care Providers Included Additional Insured -Managers, Landlords, or Lessors of Premises Included Additional Insured -Lessor of Leased Equipment Included Additional Insured -Grantor of Permits Included Additional Insured -Vendor Included Additional Insured -Franchisor Included Additional Insured -When Required by Contract Included Additional Insured -Owners, Lessees, or Contractors Included Additional Insured -State or Political Subdivisions Included Page 1 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company Page # 2 2 2 2 3 4 5 5 5 5 5 5 6 6 7 7 7 7 7 7 7 8 8 9 9 9 10 PI-GLD-HS (10/11) Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10 Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11 Bodily Injury -includes Mental Anguish Included 11 Personal and Advertising Injury -includes Abuse of Process, Included 11 Discrimination A. Extended Property Damage SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability SECTION I -COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following : (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000 . This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non-Owned Watercraft SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page 2 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION 1-COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III -LIMITS OF INSURANCE. b. SECTION III -LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V -DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission . © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION 1-COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for penalties assessed. d. Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. 3. SECTION V -DEFINITIONS is amended to include the following additional definitions : a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. Page 4 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) G. Medical Payments -Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION'" -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 1-COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following : (b) The expenses are incurred and reported to us within three years of the date of the accident. H. Athletic Activities SECTION 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 1-COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGE A AND Bare amended as follows: 1. b. is deleted in its entirety and replaced by the following: 1. b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage SECTION 1-COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGES A AND B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page 5 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement -Janitorial Services Client Coverage SECTION 1-COVERAGES, SUPPLEMENTARY PAYMENTS -COVERAGES A AND B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or anyone to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean : (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee ." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additionallnsureds SECTION II -WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Coverage Part, Paragraph 3.a. is deleted in its entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators -Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors -Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co- "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change Item 2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured -Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source -Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers -At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises -Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. g. Lessor of Leased Equipment -Automatic Status When Required in Lease Agreement With You -Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page 7 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits -Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors -Only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to : (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) (g) Products which , after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub-paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into , accompanying or containing . j. Franchisor -Any person or organization with respect to their liability as the grantor of a franchise to you . k. As Required by Contract -Any person or organization where required by a written contract executed prior to the occurrence of a loss . Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations I. Owners, Lessees or Contractors -Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused , in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 9 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission . © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) m. State or Political Subdivisions -Any state or political subdivision as required, subject to the following provisions : (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "prOducts-completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to : (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation . b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to : (1) You , if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation . N. Unintentional Failure To Disclose Hazards SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards , if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission . © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them . Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. P. Liberalization SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following : If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury -Mental Anguish SECTION V -DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following : "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Personal and Advertising Injury -Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows : 1. SECTION V -DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following : b. Malicious prosecution or abuse of process; 2. SECTION V -DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission . © 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling . The above does not apply to fines or penalties imposed because of discrimination. Page 12 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission . © 2011 Philadelphia Indemnity Insurance Company