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HomeMy WebLinkAboutMGT OF AMERICA CONSULTING, LLCINSURANCE NOT ON FILE A-2018-193 WORK MAY N_Qj PROCEED CLERK OF COUNCIL DATE:SEP 1 2 2018 FIRST AMENDMENT TO CONSULTANT AGREEMENT WITH MGT OF AMERICA CONSULTING, LLC THIS FIRST AMENDMENT TO AGREEMENT is entered into this 21st day of August 2018, by and between MGT of America, LLC, the parent company of MGT of America Consulting, LLC ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City"). RECITAL A. On September 19, 2017, the City entered into Agreement #A-2017-251 with Consultant to prepare applicable State Mandated Cost Reimbursement claims for the term of September 19, 2017 through September 18, 2018. The current. term of the Agreement is still in effect and allows for a one-year option to extend the term. B. The Agreement is a continuance of services initially provided under Agreement A-2016-199, pursuant to RIP 13-035. Included within the services requested under the RFI` and Agreement A-2016-199 were fees and rates for annual claims under SB 90. C. In preparing the draft for Agreement A-2017-251, the parties inadvertently did not include reference for services provided for State Mandated Cost Reimbursement claims under SB 90. D hi accordance with the Umus, and conditions of the Agreement, the parties desire to amend the Scope of Services and the Compensation amount of the Agreement to reflect services provided by the Consultant to cover costs incurred for State Mandated Cost Reimbursement claims under SB 90, E. The City also recognizes the change in the Consultant's reorganization of its corporate structure that occurred on November 17, 2017, The City shall refer to the Consultant, for the purpose of this Agreement, as MGT of America Consulting, LLC, effective as of the date of this First Amendment. THE PARTIES THEREFORE AGREE: I, Section 1, SCOPE OF SERVICES, shall be amended to include the attached Exhibit B as an additional scope of services to this Agreement. 2. Section 2, COMPENSATION, shall be amended to increase the annual sum, as detailed in the attached invoices attached hereto as Exhibit C. The total costs for the services provided in Exhibit C shall not exceed $11,400. The total amount to be expended under the amended terms of this Agreement shall not exceed $56,525. Except as hereinabove modified in this First Amendment, the terms and conditions of said Agreement remain uncharged and in full force and effic& Page 1 of 2 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: T mars o osian Assistant City Attorney RECOMMENDED FOR APPROVAL: entm Chief of Police CITY OF SANTA ANA ' /,� .� UL GO 1NE 1 _ City Manager " MGT OF AMERICA CONSULTING, LLC Page 2 of 2 Exhibit B Description of Scope/ Services to be performed by the Consultant A. Prepare and submit cost claims for FY 2016-2017 in in accordance with the annual claiming instructions and deadlines provided by the State (February 15, 2018) B. Facilitate department interviews to document and understand how the City complies with each eligible mandate reimbursement program C. Prepare and submit other new or first-time cost claims pursuant to the State Controller's Office (SCO) claiming instructions which are issued in accordance with parameters and guidelines received from the Commission on State Mandates and mailed to local agencies during the fiscal year D. Prepare all eligible City claims that exceed the State minimum of $1,000. Review the claims for completeness, propriety and eligibility of costs E. Discuss any edits with appropriate City member, provide completed claims to City for review and signature by no later than three weeks prior to State claiming deadlines F. File/ deliver the executed claims with the SCO prior to claiming deadline(s) G. Provide assistance to the City in responding to inquiries about and/ or defending the claims filed by the City that are audited or desk reviewed by the Office of the State Controller H. Monitor the general payment status of all claims submitted and still due on behalf of the City/ County pursuant to SB 90 claims due from the State I. Assist the City with any claims filed by MGT of America that are audited by the SCO J. Provide on- going support and status updates related to the anticipated changes in the claiming process arena of state government 7116/2018 INVOICE Invoice for FSW I FY18 I City of Santa Ana I SB90 I FY17 ICA 18624 1 MGT of America Consulting, LLC Exhibit C Project: FSW I FY18 1 City of Santa Ana I SB90 FY17 I CA 1 8624 Invoice #32085 due October 07, 2017 STATUS: Late (282 days over) ISSUE DATE: September 07, 2017 PAYMENT SCHEDULE: Net 30 STATEMENT OF SERVICES TITLE Annual SB 90 Claiming MESSAGE ++* M G T CONSULTING GROUP TO: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn:JasmineYu, CPA Sr. Accountant jyu@santa-ana.org FROM: MGT of America Consulting, LLC 4320 West Kennedy, Suite 200, Tampa FL 33609 PHONE: 813-327-4717 Employer Identification Number: 81-0878597 SUBTOTAL $2,850.00 Fixed Fee $2,850.00 Total $2,850.00 First quarterly invoice for State Mandate Cost Claiming (SB 90) services provided during FY 17-18 fiscal year Jul -Aug -Sep 2017 Terms: Total amount due within 30 days of invoice date. A service charge of 1 1/2% per month will be assessed on any unpaid balance over 60 days. https://mgteonsulting.mavenlink.com/invoices/2940595 1l1 7/16/2018 Invoice for FSW I FY18 I City of Santa Ana I SB901 FY17 ICA 18624 1 MGT of America Consulting, LLC INVOICE Project: FSW I FY18 I City of Santa Ana SB90 FY17 I CA 1 8624 I nvo ice #32775 due January 28, 2018 STATUS: Late (169 days over) ISSUE DATE: December 29, 2017 PAYMENT SCHEDULE: Net 30 STATEMENT OF SERVICES TITLE Annual SB 90 Claiming Q2 SB 90 services, for 2016-17 actual claims due 2/15/18. Terms: Total amount due within 15 days of invoice date. A service charge of 1 1/2% per month will be assessed on any unpaid balance over 60 days. +m`1* MGT CONSUIT[NG Gflt1UP TO: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn: jasmine Yu, CPA Sr. Accountant jyu@santa-ana.org FROM: MGT of America Consulting, LLC 4320 West Kennedy, Suite 200, Tampa Fl - 33609 PHONE: 813-327-4717 Employer Identification Number: 81-0878597 AMOUNT $2,850.00 https://mgtconsulting.mavenlink.com/invoices/3310215 1/1 7/16/2018 Invoice for FSW I FY18 I City of Santa Ana I SB90 I FY17 ICA 18624 1 MGT of America Consulting, LLC INVOICE Project: FSW I FY18 1 City of Santa Ana SB90 FY17 I CA 18624 Invoice #33298 due April 25, 2018 STATUS: Late (82 days over) ISSUE DATE: March 26, 2018 PAYMENT SCHEDULE: Net 30 STATEMENT OF SERVICES TITLE Annual SB 90 Claiming MESSAGE l MGT CONSULTING GROUP TO: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn: Jasmine Yu, CPA Sr. Accountant'. jyu@santa-ana.org FROM: MGT of America Consulting, LLC 4320 West Kennedy, Suite 200, Tampa FL 33609 PHONE: 813-327-4717 1 Employer Identification Number: 81-0878597 AMOUNT $2,850.00 Fixed Fee $2,850.00 Total $2,850.00 3rd quarterly invoice for State Mandate Cost Claiming (SB 90) services provided during FY 17-18 fiscal year Jan -Feb -Mar 2018 Terms: Total amount due within 30 days of invoice date. https:/Imgtconsulting.mavenlink.com/invoices/3636315 1l1 7/16/2018 NVOICE Invoice for FSW I FY18 I City of Santa Ana I SB90 I FY17 ICA 18624 1 MGT of America Consulting, LLC Project: FSW I FY18 I City of Santa Ana I SB90 FY17 I CA 18624 Invoice #33434 due May 30, 2018 STATUS; Late (47 days over) ISSUE DATE: April 30, 2018 PAYMENT SCHEDULE: Net 30 STATEMENT OF SERVICES TITLE Annual SB 90 Claiming MESSAGE 49'1 MGT CONSULTING GROUP TO: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Attn: jasmine Yu, CPA Sr. Accountant jyu@santa-ana.org FROM: MGT of America Consulting, LLC 4320 West Kennedy, Suite 200, Tampa Fl - 33609 L33609 PHONE: 813-327-4717 Employer Identification Number: 81-0878597 AMOUNT $2,850.00 Fixed Fee $2,850.00 i Total $2,850.00 4th quarterly invoice for State Mandate Cost Claiming (SB 90) services provided during FY 17-18 fiscal year Apr -May -Jun 2018 Tents: Total amount due within 30 days of invoice date. https://mgtconsulting.mavenlink.com/invoices/3767125 1l1 Itvsru CERTIFICATE OF LIABILITY INSURANCE DATE (MhIIDDIYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICq TE301 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 1110 certificate holder Is an ADDITIONAL INSURED, the policy(lee) ,at have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, 00110111 policies may require an endorsement. A statement on tills an IFlcaa does not confer rights 10 the. Certificate holderin III r,r—eh o,.,,,..o,,........,_, g r)acy, Inc. FL 32317 INSURED MGTOF-1 MGT of America, LLC MGT of America Consulting, LLC 3800 Esplanade Way Ste 210 Tallahassee FL 32311 ­r-rtlmr THAI IME POLICIES OF INSURANCE LISTEL INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURAN EXCLUSIONS AND CONOITIONS OF SUCH POLICIES. I.I NUTR eNnm, IN6R I,Tft 1YPE OF INSURANCE COMMERCIAL GENERAL LIABILITY E X OLAIMS�MAOE X❑ OCCUR X-- E -X lir GEN'L AGGREGATE LIMIT APPLIES PER', X _ POLICY rJ jEOT [ LOC OTHER'. E AU' rOMOSILELIABILITY ANY AU 10 OVVNGD SCHEDULED AUTOS gNLV AUTOS X NON OWNED AM US ONLY UTOSONLY X �X. A -XV Rating A X UMERELLALIAR X OCCUR X EXCESS LIAB CLAIMS -MADE DED X RETENTION 10,000 B WORXERSCOMPENSATION C AND EMPLOYERS' LIABILITY YIN ANY PRUPRIFTDRIPAR I NER/EXECUTIVE OFFICI RIMEMBER E%CUMEw ❑ N (MandEWry In NRI If y.e, d..rh. under DESCRIPTION OF OPERATIONS b,eo D Pmfesslanal Llahlllly(E&OI Claima-Mede Form 715/95 Retro Date/A++XV Y Y IA V I N 1105638880 UNUITION OF ANY CONTRACT OR OTHER DOCUMENT WITH E AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUB MAY HAVE BEEN REDUCED BY PAID CLAIMS, 7/112017 1 7/112018 BODILY INJURY (Per EODILY INJURY ran, EACH ECT TO WHICH THIS TO ALL THE; TERMS, 2,600,000 5,000,U00 UeeGNu91UN OF OPERATIONS I LOCATIONS I VEHICLES (ACORD'101, AddidInnl Remarks Rchedule, may he attached if more apaee is required) Umbrella: A XV Rating, All Other Workers' Comp & CA Workers' Comp: A -XV Rating. ,y CA- Workers' comp Employers Liability Limits: tQEVIEWEU,..- rr�,� $1,000,000 Each Accident Y 9 y r I )11'() y, $1000,000 Disease Policy Limit a Mararet'IIIfrrat51:44pat, ct,71,2017 $1,000,000 Disease Each Employee Cyber Liability, Continental Casualty Company -Limits of Liability $1,000,000/$1,0OQ000 Retention $10,000 Reto Date 3/30/2017-Clalms Made Effective 3/30/17 - 3/30/2018 City of Santa Ane 20 Civic Center Plaza (M-30) P.O. Box 1068 Santa Ana CA 92702-1088 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ACORD 26 2016/08 The ACORD name <�., � r OUlau UUNYURATION. All ( ) and logo are registered marks of ACORD AUTOMOBILE ADDITIONAL INSURED & WAIVER OF SUBROGATION I- Me Is An Insured Tho- following wa "insureds a. You for any covered "nut,)", b. Anyone ciao while using with your permission a covered "auto' you own, hire or borraw except; (1) Tho awaror or anyone alga fano whom YOU hire or borrow a cnverad "aura'". Phis axaeptiaar dare not apply if tile covered "auto" Is a "trailer" Connected to a SOcovred sero" you own. household. (o) Your "ornployaa'° if the covered "cut is owned by that"employco" or a member of his or her (3) Sorueone using a covered "auto' while he Wr sba is working in a bushtcss of aell ing, servicteR, repatriu$° parking or stnrbtg "autos" unlcsa that businass is yuma. (4) Anyone adrar than your "employees", parincrs (if you are a parnrurship), anambers (if you w'e a 1invitedliabilityered auto oraleasoC�ar Gorrnwer or coy or their"ornploycea", while morin$ pruparty, to or hon a covered "auto", (s)erpaHnar(ifYou are ainlorrahip),oranromhar(tfyouoroaInheredliabilityaompauyjfora cnver«1 "nolo"' owned by bin ahm• ar a mewnber of his or her household. a. Anyone liable for the conduct of an °'insured" described above but only 4'o the extant of Wet liability. Provides "additional inauruf'slatus S. Transfer Elf Rights Of Recovery Agalast oth Pro fa Us ffmyperson or arg'ad"din" to ar for whom we make payment under. this Coverage Fomr has rights to refnver damage, frown another, those rights we.Irn chuI ed to am. That person ve ageSoulgFrntl [I moor is do overyth og neeescary to secure our rights ^anti i least dooathing atter "accident" or "loss" to impair them. 01 cy tOmMiCaglypermf—is ....- waiver of suhranation J CEIIE t Mercer a t5 (pt8'fy.. Puniness Auto Policy MGT Of America Coneulting, LLC Policy 2093563501 a, C Owned Autos You Acquire After The policy "aging 1. if Symbols 1, 2, a, 4, 4, 4 or 14 oro entorad nerd 10 a COvoroge In Item Two of the Declarations, then you have Overage for 'autos' that you acqulrO of U's typo descnbod tar the vemalnder of the policy period. 2. Bill, tl symbol T is entered next to a coverage in item T"O Of the Beolorallons, an 'avec' you SOON will be a covered 'auto' lot that ocveregeonly l; e. We already cover all °aulos' that you own for That coverage or II raplacoa en 'auto' You Previously owned thal had ihot coverage; and Is. You tell us wihln e4 days after You acquire it that you want us to cover it tar Thal coverage. COdain rraltara, 1110111016 E'quiPmarn And Temporary SW"thurg Aufos if Llabllly Coverage Is provided by fill$ Coverage Form, the following typas of vehicles are also covered autos, for Uablley Coverage: 1. 'Trailers' with a load capacity of 2,000 pounds ar less designed primarily for travel On public roads. 2. 'Mobpa 04ulpmani' whte using carried or towed by a covarod °auto,' 3. Any 'auto" you to not own whle used with ")a Permission 61 Its owner substitute fora cove red own artthart Is DWI of service because of fta, a. Breakdown; b. Repair; C, Servicing; d. 'Lass•; or e, DaAlruolton. SEC99[rff R•-LIASILfTy COVERAGE A. Covarrage WO will PAY all sums an 'Insured' legally mugl pay ea 4IMS908 bscause of 'bodily injury' or 'pmp$dy damage' le which this Inautance applies, caused by On 'accident' and msulling from the ownarehlp, matnlsnanca or use of a covered *auto. - We will also pay Oil SUMO an'Jore rad' legally must pOY ac A 'Covered polkdkm coat or expense' is which Uses tn"11410 APPllss, caused by an 'ecotdunt' and mau0ing from the ownership, an'"ReancA Or use of covered 'autos" However. we will only pay for the 'covarod pollution cast or axpe1180' 11 UsOrg W allhar'bodlly injury" or -Property damage' 10 Which this IngurOnng Applies that Is caused by the some'acckgnV We have the right and duly Is defend Any 'Insured' ngalnat a 'suit' asking for ouch damages or a 'Covered pollution cost or expense.' However, we havO no duly to defend any insured, Agalnat a'Suit, $$eking damages kw 'bodily inlurY' or 'property damage, or a 'covered pollutlon meat or expanse' to which NO Insurance does not apply. We may tnveatlgam and calla any claim or 'out,' as we consider tle code when the Liability Coverage Limit of Insurato defend or nce has been exhauatad by payment of judgments or soblamant$, I. Who le An Inaurod The following Org'irfaurede'; G. You for any covered -Auto,- Is. Anyone else while using with your permlealun a covered 'auto, vow Own, hire or borrow except: (1) The Owner ar anyone else team whom You hire or borrow a covered 'auto ' Thlo exdmtalon does not apply If the covered 'auto' Is a 'Irapa?' connected to a covered 'auto, you Own. (2) Your'Amplopee' d the Cowered "sum^ is owned by that "emPloyoe' or a member Of his or her househOlrL ($I GOIROalm using a covered 'auto• while I's or she Is working In a business of culling, sowlcing, rapaidng, parking or eloring'autos' unless that business is youre. (4) Anyone other than your 'emplayeeg,' meners mbers (it you Are aia YOU ere alimited Uablltry + uornPAny), Or a Mesa or borrower or Any of their 'employees,, while moving Property to on from a Covated'aalo (6) A por nor (It you aro a partnership), or a member (it you era 2 limited liability company) for a Coyorad 'auto' owned by him or her or s member al Its or her houAohald. C. Anyone 110biu for the conduct of an 'Insured' desoribad above but only to the 040M of that liability, 2. Coyotes" padanOlaro e. Supplementary Paymenla Ws will pay (Or #10 'Insured'; (1) All expenegawe Inca?. (2) Up to $2,1100 for Gaal of ball bonds (Including bolds for felatad mason tow ul"10011s) fequlrad beonuga of an ACoiOsnt' we "VOL We do not have 10 lurnlah deaac bonds, (s) The cast of hcnda to eslesga atrechmanle In any "Ault' agsinsl thin 'Inuurod' we defend, but anly lot bond amounts within our Urnit of lnaur page 2 of 91 Copyright, ISO propsdios, Igo., 2025 once. CA j44-0103 off `- REVIEWED' By Margaret Meerer at 5:44 pm, Oct 31} 2017 2uelness Auto policy MGTof America Cououl.ting, LLC Policy 2099569501 CA 00 0103 oft (1) Promptly notirythapnlVcaIfrho covered 'auto' Or any of Its equipment logician. (2) Take all reasonable slops to protect Ora covered 'auto' from further damage, Also keep a record of your expenses for ooneldamll0n In rho s$fti m8n1 of the claim. (a) Permit tie to Inspect the onvorod'autw and records proving the foss, before Its repair of dlsposlllan. (4) Agree to oxaminmldis undar oath al our request and glue us a signed statement of Your answers. 3. LOP) Action Against U8 NO ono may bring A legal action against us under this ooveraga Form until: C There has 1180" full compliance with all the farms of this COverage Form; and Is. Undor Liability COv04198� we agree In 10 iting PAY Orr at the ns an until IhlBamount of that ob obligation has finally been determined by judgment after trial. No one hap the right under INS Palley to bring us Into en amlon 10 de18171tke the'Insurad's' liability, 4, LoespsynMd—phyalcaloamegaCOverogaai Al our option we may: A. Pay for. repair or replace damaged orsingon proporty; 6. Rearm the etolOn PrOPeny, at our expense, We Will pay for any damage that results to the'aUIO' from the Ill or C Take all Or any pad of the dernaged or stolen proPO* at On agreed or appraised value. II we Pay for ate'loss; Our Payment will Include sin$ H pMI"blfi 98188 IAx tar the damaged or 6. Transfer Of Rights Of Recovery Against Others To us If Any person or arganixetlon to M for whom we make peymOOl under this Covurage Form hes rights to Mover damages from Arwtiter, those rights are trarmferrod to us, That parsonor arganizahon must do ovatything nagaaeary ro sacura our rights and nival do nothing after 'aacidenl' er "loss' to Impair lhom, B. O"ten l Conditions I. Benknrplcy Bankruptcy or insolvency or 09e'insurad' or the Insurad's' estate will not relieve JAB Of any obligations under this Coverage Form, 2. COncaalmard, kllmsiarresentallon or Fraud This COvarago Farm Is vold In any 0090 of trend Ivy You at any time as II rutatas to this Coverage A�j� Copyright, ISO PropOr110s, inc, 2005 �v D 23 Tof 11 F!EVIEZO argaret Mercer at 5.44 pm, 0cf 31, 201,]- SECTION IV— BUSINESS AUTO CONDITHO NS Tho following conditions apply In addillon to the COmmon Policy Condlilona: A. Loneandhions 1. A"M eal Far Marcell Gemaga Loan If You and we dfeapraO On the amount of 'Inas,' either MAY demand an approloill of the 'loa s., In Ih4 avant, each party will select a earn Want appralear. The two Appraises will soiwl 4 competent and Impartial umpire The appraisers will state separate l the actual cash value slid amount of 'loan." It They tall to agroa, they will BOOM their dvolon000 to the umpire. A decision agreed to by any two will be binding. Each party Will: A, pay Ica chosen appralaor„and b, Bear the other expanBa9 of the appraisal and umplra aquaffy. If we submit to an appraisal, we will still retain our right to deny Il Balm. 2. Olives In The Event Of Accident, ell Suit Or Loos We have ne duty to provide coverage under this polls y unless there has been full compliance with a following duties: A- In the event Of 'AWdent' claim, -mull' or 'leas,' you must give us nr our sefnan;atl ("presentative prompt notice of the 'scalds”? Or'tues.' Include: (1) Now, when and where the'aooidOnP Or 'loss' ocounad; (2t Tie'Insured's' name and addrous; and 13) TO the extent possible, the names and addresses Of any injured persona and wlmSaAaa. It, Additionally, you and any other involved Insured' must: (1) Aosuma no obligation, make no PaymentrIncur without our cones t FOO Mit at rho Cost. am (2) IrnmadlOtoig Bond us copies of any request, damand, order, "floe, 9eMrnens or leg®l paper received OOhcnr"Ing WAR the Balm or %ul (3) COOPON118 With us In the imrestlgnion craw or soalemani of the claim or dotenaa against the •sur 14) Authorize us to obtain medical records or other Padinont inionamdon, (o) Submit 10 examination, at our expenso, by Physicians of our chole a, as often as we reasonably ragdira. O, If there 19'1098' to a Mounted 'eula' or Its aqulPrnsnl you Mimi also do tha forowing: CA 00 0103 oft (1) Promptly notirythapnlVcaIfrho covered 'auto' Or any of Its equipment logician. (2) Take all reasonable slops to protect Ora covered 'auto' from further damage, Also keep a record of your expenses for ooneldamll0n In rho s$fti m8n1 of the claim. (a) Permit tie to Inspect the onvorod'autw and records proving the foss, before Its repair of dlsposlllan. (4) Agree to oxaminmldis undar oath al our request and glue us a signed statement of Your answers. 3. LOP) Action Against U8 NO ono may bring A legal action against us under this ooveraga Form until: C There has 1180" full compliance with all the farms of this COverage Form; and Is. Undor Liability COv04198� we agree In 10 iting PAY Orr at the ns an until IhlBamount of that ob obligation has finally been determined by judgment after trial. No one hap the right under INS Palley to bring us Into en amlon 10 de18171tke the'Insurad's' liability, 4, LoespsynMd—phyalcaloamegaCOverogaai Al our option we may: A. Pay for. repair or replace damaged orsingon proporty; 6. Rearm the etolOn PrOPeny, at our expense, We Will pay for any damage that results to the'aUIO' from the Ill or C Take all Or any pad of the dernaged or stolen proPO* at On agreed or appraised value. II we Pay for ate'loss; Our Payment will Include sin$ H pMI"blfi 98188 IAx tar the damaged or 6. Transfer Of Rights Of Recovery Against Others To us If Any person or arganixetlon to M for whom we make peymOOl under this Covurage Form hes rights to Mover damages from Arwtiter, those rights are trarmferrod to us, That parsonor arganizahon must do ovatything nagaaeary ro sacura our rights and nival do nothing after 'aacidenl' er "loss' to Impair lhom, B. O"ten l Conditions I. Benknrplcy Bankruptcy or insolvency or 09e'insurad' or the Insurad's' estate will not relieve JAB Of any obligations under this Coverage Form, 2. COncaalmard, kllmsiarresentallon or Fraud This COvarago Farm Is vold In any 0090 of trend Ivy You at any time as II rutatas to this Coverage A�j� Copyright, ISO PropOr110s, inc, 2005 �v D 23 Tof 11 F!EVIEZO argaret Mercer at 5.44 pm, 0cf 31, 201,]- Blanket Additional Insured . Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement madfles insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It Is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an insured any person or organization whom the Named Insured N required by written contract to add as an additlonal Insured on this coverage part, Including any such person up organization, If any, speoiflcally set forth on the Schedule attachment to thisendorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily Injury, property damage, or personal and advertising Injury caused In whole or in past by the ants or ornlsslons by or on behalf of the Named Insured and In the perfurrrancs of such Named Insured's ongoing operations as specified in such written contract; or 2. bodily Injury or property damage caused in whole or In part by your work and Included In the products -completed operations hazard, and only If a. file writtan contract requires the Nam ad Insured to provide the additional Insured such coverage; and b. this coverage part provides such coverage. B. bodily Injury, property damage, or personal and advertising Injury arising out of your work described In such written contract, but only if: 1. thls coverage part provides coverage for bodily Injury or property damage Included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide addition@[ insured coverage under the 11.85 or 10.01 edition of 043201 U or the 10.01 edition of CO2037, It. Subject always to the terms and conditions of this policy, Including the limits of Insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contraot, or S, a higher II It of Insurance than required by the written contract. III. Tho Insurance granted by Ihis ornamental to the additional Insured does nut apply to bodily injury, property damage, or personal and advertising Injury arising out of: A. the pandering of, or the failure to randar, any professional architectural, enginefli or surveying services, including: 1. the preparing, approving, or falling to prepare or approve maps, shop drawings, opinions, reports, survsys, field orders, change orders or drawings and specfficatlons; and 2. superv]scry, Inspection, architectural or engineering activities; or B. any premises or work for which the additional Insured is specifically listed as an eddilional insured on another endorsement attached to this coverage part. IV, Notwithstanding anything to the contrary In the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of oil other Insurance available to the additional insured whether on a annual al excess, contingent or any other basis, However, If this insurance Page 1 of 2 reuey ran: 5095130327 Endorsement No: Insured Name: MGT of Ametica Consul¢i,ns, LII EffactiveDift 07/01/2017 Cppyrtghl CNA Alf Rights Reserved, Includes Oepyrighled meledal Of IntlerenCe Seryll nrgce, Inc., w,lh Its ponli MI [REVIETEDBy MarMercer at 5:44 pm;.Oct 39,1017' CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement Is required by written contract to be primary and non-contributory, this Insurance will be primary and non, contributory relative solely to insurance an which the additional Insured Is a norred Insured, V. Solely with respect 10 Via insurance granted by this endorsement, the section emitted COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, offense, Claim or Suit Is amended with the addition of the following: Any additional Insured pursuant to this andarsernent will as soon as practicable; 1, give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2, except as provided In Paragraph IV, of this endorsement, agree to make available any other Insurance the additional Insured has for any 1088 covered under this coverage part; 3. send the Insurer copies of at[ legal papers received, and otherwise cooperate with the Insurer in the Investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of arty claim to any other Insurer or self insurer whose Polley or program applies to a loss that the Insurer covers under this coverage part. However, If Ilia written contract requires tilts insurance to be pnmoryand non-oontrlbutory, this paragraph (4) does net apply to Insurance on which the additional Insured is a named insured, The insurer has no duty to defend or indemnify an additional Insured under this endorsement until the Insurer recelves wrillen notice of a claim from the additional Insured, VI. Solely with respect to the Insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition; Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional Insured on this coverage part, provided the contract or agreement: A. is currently in effector baronies effective during the term at this polloy; and B. was executed prior to: I, the bodily Injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible bylaw. All other terns and conditions of the Policy remain unchanged. nes enaor8emanr, w tich farms a part e4 and is forstlar ment to the Policy Issued by he designated Insurers, takes effect on the effective dale of said Policy at ilia hour stated In said Palley, unless another effective date Is shown below, and expires eaneurrentiv with said Pnaov_ CNA751TIgXX(1.15) .—.._`...—_...._.._..—_....�.,._........__._..._.,__.—...�.__.W._.. Page 2 of 2 Polley No: Endorsement No: insured Name: Effaollve Data: a'opyrtlehl CNA All Rights RNssrvsd. Inuluden ceRYHnhietl msl2%8l of lnsuraneg aer4cus Of%,, Ire., wth ns-samllg5inn, LREV'1v aret Mercer at 5:44 pm;l7c�zQff _ CNA General Liability Extension Endorsement It In understood and agreed that into endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. It any other endorsement attached to thla pollcy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by thin endorsement with respect to such provlslon do net apply. _..,.._...._____.__.__------ – ....._..� "TABLE OF CONTENTS 1. Additional insureds r 2, Additional Insured • Primary And Non -Contributory To Additional Insurad's Insurance a, Bodily Injury –ExpandedOefinition . — 4. Broad Knowledge of Oceurrenost Notice of Occurrence 6. Broad Named Inaurad'"'�—'� 6. Estates, Legal Representatives and Spouses._.-..._...._.._—_-.__'""'--' 7e Expected Or Intended Injury – Exception for Reasonable Force 6, In Rem Actions — 9, incidental Health Care Malpractice Coverage 16. Joint VentureaYPartnershiplLimited Liability Companies 11, Legal Llatsiilty– Oamage To Premises 12. Medical Payments 13, Non -awned Aircraft Coverage 14,Non•owned Watercraft 16. Personal And Advertisjng Injury–Discrimination or Humiliation — 16, Personal And Advertising Injury -Contractual Liability 17, Property Damage -Elevators �µ __,_._ —•._ _ _ .,w.16. Supplementary Payments 1g. Unintentional FallureToDisclose Hazards 26. We or of Subrogatlon –Blanket CNA74670Xx(1-15)�._' pnlicyNo; 5095136327 Page 1 of 13 Endorsement No; Insured Name; MGT of Americ®0oosul.cing, LLC Elfective0ate: 07/01/241.7 ` ICopyttaht CNA All Tshls neanNed. Innludep cppyrfohmd mnlernxl of Imranno aarelras 0mee, Inc., Will Its pamlepion. G" ffWS�0101,eP Mercer at 5:44 CNA_�_,..._. General Liability Extension Endorsement 1, ADDITIONAL INSUREDS a. WHO IS AN INSURED Is amended to include as an Insured any parson or organization described in paragraphs A. through K, below whom a Named Insured Is required to add as an additional Insured an this Coverage Part under a written contract or written agreement, provided such contract or agreemonk (1) Is currently in effect or becomes effective during the term of this Coverage part; and (2) was executed prior to: (a) the bodily Injury or property damage; or (b) the offense that caused the personal and advertising Injury, for which such additional insured seeks coverage, b, However, subject always to the terms and condltlons of this policy, including the limits of Insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required bysuch contractor agreement; or (2) coverage broader Than required by such Contract or agreement, and In no event broader than that described by the applicable paragraph A, through K. below. Any coverage granted by this endorsement shall apply only to flhe extant permissible by law. A, Controlling Interest Any person or organization with a conlralling Interest in a Named Insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising Injury orlsing out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organlzellon owns, maintains or controls wltlla a Named insured leases or occupies such premises; provided that the coverage •granted by this paragraph does net apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional Insured. B. Co-owner of Insured Premises A oo-owner of a premises cc -owned by a Named Insured and coverall ander this Insurance but only with respect to much ro-owner's liability for bodily Injury, property damage or personal and advertising Injury as co-owner of such premises. C. Grantor of Franchise Any person or organizatlon that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured, D. Lessor of Equipment Any person or organization from whom a Named Insured losses equlpment, but only with respect to liability for bodily Injury, property damage or personal and advertising injury paused. In whole or In part, by the Named insured's maintenance, operation or ties of such equipment, provided that the occurrence giving Nae to such bodily injury, property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. E.. Lessor cf Land Any poeon or organization from whom a Named Insured looses land but only with respect to liability for —bo di irv(ury, Property demaga or ,personal and advartislnn�Injur)r .arisi o If of the ownorsiair�, CMA74879XX (1-t,5) � P Palley Na. Page 2 of 98 Endorsement No: Data; Insured Name: Effective Datr`\ Capyrlyel GNA All riigh[a Reserved, inrluc9ea capyrlelrte0 maladai or In4urpnc®Services biflca, Inn„ uili ILq parm7sslnn REViEWE�� , ay Margaret Mercer at 5:44 pnr, pct 71, 20f7. D General Liability Extension Endorsement malmonance or use of such land, provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such leas, The coverage granted by this paragraph does net apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional Insured. P. Lessor of Promises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to Ilability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily Injury, property damage or the offense giving rise to such personal and advertising injury takes place prier to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, naov construction or demolition operations performed by, on behalf of, or for such additional Insured, G. Mortgagee, Assignee or Receiver A mortgagee, assignee or mooivor of promises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a promises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, nr for such additional Insured. H. State or Governmental Agency or Subdivision or Polilioul Subdivisions —Permits A state or governmental agency or subdivision or political subdivision that has Issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or polftioal subdivision's Ilabiilty for bodily Injury, property damage or personal and advertising injury arising out of, 1, the following hazards in connection with premises a Named Insured owns, rents, or copiruls and to which Ihis insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advsalsing signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, holstaway openings, sidewalk vauils, street banners, or decorations and similar axposurae; or b. the construction, erection, or removal of elevators; or c, the ownership, maintenance or use of any elevators covered by th[s Insurance; or 2. the permitted or authorized operations performed by a Named Inevred or an a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or goveromanlal agency or subdivision or poliftal subdivision; or b. Bodily Injury or property damage included wilhln the produots-comploted operations hazard. With respect to this provision's requirement that additional Insured status must be requested under a written contract or agreement, the Insurer will treat as a mitten contract any governmental permit that requires the Named Insured to add the governmental entity os an additional Insured. 1. Trade Show Event Lessor 1. With respect to a Named Insured's participation In a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured Is required to Include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by, CN __A7AA7_._ gkX (1.19) Policy No; Page 3 of 13 Endorsement No: Effective Date: Insured Names Cvg�yal®ht CNh NI ralghisRnsarcaa. Includes avpytlghted motorial of lri a m* Sarvicss office, Inc., with Its a9mvlsslan. E EVIEWE Margarot Meroer at 9144 pm, Oct �M17 CMA General Liability Extension Endorsement a. the Named Insured's sots or emiesions; or b, the acle or omissions of those acting on the Named Insured's behalf, In the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not eppiy tc bodily Injury or property damage Included within the products -completed operations hazard. J. Vendor Any person or organization bill only with respect to such person or organization's Ilabllity for bodily Injuryor property damage arising out of your products which are distributed or sold In the regular course of such person or organization's business, provided that: 1, The coverage granted by this paragraph does not apply to: B. bodily Injury or property damage for which such person or organization is obligated 10 pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; Is any express warranty unauthorized by the Named Insured; o, any physical or chemical change In any product made intentiandly by such person or organization; 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 any inspections, adjustments, tests or servicing that such person or organization 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; t. demonstration, hnstalladon, servicing or repair operations, except such operations performed at the such person or organization's premises in connection with the sale of a product; U. products which, after distribution or sale by the Named insured, have been labeled or relabeled or used as a container, part or Ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions ur these of Its employees or anyone else noting an Its behalf, However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f, above; or (2) ouch inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured 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 paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such produwa, nor to any ingradient, part or container, entering int), accompanying or containing such products. 3, This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an addlllenal Insured by endorsement to this Coverage part; It. to any of your products for which coverage is excluded by endorsement to this Coverage part; nor o. if bodily injury or property damage included within the prcducts•conrpleted operations hazard Is excluded by endorsement to this Coverage part. page h of 13 Insured Name: e Copyright CNA All RIghie Reserved, Endorsement No: Effective Date: Includes copyrighted material of osunmum ser,laes olfcc, Inc., Kim Itu porcnlsamn. �'/" - �h".. I �✓ t,d ! REVIEWS By Margaret Marcor at 6:44 pm, Oct 51, 201T. General Liability Extension Endorsement K. Other Person Or Organization Any person or organization who Is not an additional Insured under Paragraphs A. through J. above. Such additional Insured is an Insured solely for bodily Injury, property damage or personal and advertising Injury for which such additional insured Is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organlzatiom 1, for bodily injury, property damage, or personal and advertising Injury arising out of the rendering or fallurs to render any professional sarvice; 2. for bodily Injury or property damage included within the products•oomplated operatdons hazard; nor 3, whc Is specifically scheduled as an additional Insured an another endorsement to this Coverage Part, ADDITIONAL INSURED -PRIMARY AND NONCONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section Is amended to add the following paragraph; If the Named Insured has agreed in writing In a contract or agreement that this Insurance Is primary and non-contri'outory relative to an addltlonal Insured's own Insurance, then this insurance is primary, and the Insurer will not seek contribution from that other Insurance. For the purpose of this Provision 2., the additional Insured's own Insurance moans Insurance on which the additional Insured Is a named Insured. a, With respect to persons or organizations that qualify as additional Insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere In this Condition, the Insurance provided to such person or organization is excess of any other insurance available to such person or organization. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily Injury means physical Injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental uhjury sustained by that parson at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or oiaim only when the occurrence, offense or claim Is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named insured falls to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasenable belief that the bodily Injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this Insurance may apply to such occurrence, offense at claim, IL BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its UNA7457DXX (1 -1 B) Page 5 of 13 3. In Its entirety and replace It with the Policy No: Endorsement No: Effective Date: insured Name: Cepyriaht CNA All Rights Reserved. Insludss copydghod material or insurance samoos orrm, Inc., with its pmmfacion. .' l c - By vrewe® Maraaror Mercer of 5:44 4 pm, OcC31, 2017:- CNA _ General Liability Extension .,._. Y Endorsement 3. Pursuant to the limitations described In Paragraph 4. below, any organization In which a Named Insured has management control; a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies so a Named Insured, provided that there Is no other similar liability Insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of Its limit, and without regard to whether its coverage Is broader or narrower than that provided by this Insurance, But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture; or (b) any organization for which coverage Is excluded by another endorsement attached to this Coverage Part, For the purpose of this provision, management control means: A. owning Interests representing more than 60% of the voting, appointment ar designation power for the selection of a majority of the Board of Directors of a corporadon; or B, having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3, above, this Insurance does not apply to: a. bodily Injury or property damage that first occurred prior to the date of management control, or that first occurs after monagament control ceases; nor b. personal or advertising Injury caused by an offenso that first occurred prior to the date of manaoament control or thatfirst Occurs after management central anasoe. 5. "the Insurance providod by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named insured should choose to employ. e, ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy, provided, however, coverage Is afforded to such estates, heirs, legal represonlatives, and spouses only for claims arising Solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages Prom marital community property, jointly held property or property transferred from such naturai person Insured to such spouse. No coverage fa provided for any act, error or emission of an estate, heir, legal representative, or spouse outside the scope of such persona capacity or status as such, provided however that tha spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses, acts, errors or omissions In the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions Is amended to delete the exclusion entitled Expected or IntendedInjury and replace It with the following: This Insurance does not apply to: Expected or intended Injury Fags 6 of 13 Policy No: Endorsement No: Insured Name: Effoctive Date: Copydahl CNA All rights tinoweU. Includes rapyrlghfetl motertol nP lRsuraa4w aervfcen utiles, "o, Will Its rl®nnisslan. /l L:RE!VIEret Mower at 5:44 pm, pct 31, 2017' General Liability Extension Endorsement 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 persons or properly. the use of reasonable faros to protect tr. IN REM ACTION'S A quasi in rem action against any vessel owned or operated by cr for the Named Insured, or chartered by or far the Named Insured, will be treated In the same manner as though tho action were in porsapam against the Named Insured. 9, INCIDENTAL HEALTHCARE MALPRACTICE COVERAGE Solely with respect to bodily Injury that arises out of a healthcare Incident: A. Under COVERAGES, Coverage A — Bodily Injury And property Damage Liability, the Insuring Agreement Is amended to replace Paragraphs 1.b.(1j and 1,6,(2) with the following; Is. This Insurance apptiso to bodily Injury provided that the professional hoalih cars services are incidental to the Named Inaured's primary business purpose, and only it: (1) such bodily Injury Is caused by an occurrence that lakes place In the coverage territory, (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have Occurred at the time of the first act, error, or amisaion that Is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions Is amended to: h add the following to the Employers Llablllty exclusion; This axclusiun appllas only If the bodily Injury arising from a health care Incident is covered by other Ilebillly Insurance avallable to the Insured (or which would have been available but for exhaustion Of Its ilmfts), It. delete the exclusion entitled Contractual Liability and replace It with the following: This insuranco does not apply to; Contractual Liability the Insured's actual or alleged liability under any oral or written contract or egreemant, Including but not limited to express warranties or guarantees. 11L add the following addttional exclusions This Insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, Including but riot limited to claims based an an individual's race, creed, color, age, gander, national Origin, religion, disabillly, marital status or sexual Orientation, Dishonesty or Crime Any actual Or alleged dishonest, criminal or malicious act, error or omission. MOdioaralMedicald Fraud any actual Or alleged violation of law with respect to Medicare, Medicald, Tnaaro or any similar federal, state Or local governmental program. Services Excluded by Endorsement Page i Of 13 Insured Name: EiiettVeDaie: Copyright CNA Ali nlghla n®anrved, roludoo oupyrigh[ea metadal of hltlarenpe aervlcea 4xiaa,. 1910., with Ile pami alah. REVIEW By Margaret Mercer It 5:44 pm, Oct 9r, 201Z General Liability Extension Endorsement Any health care Incident for which coverage is excluded by endorsement, C, UEMNITIONS Is smanded to: I. add the following definitions: Health care incident means an act, error or anieslon by the Named Insuroda employees or volunteer workers In the rendering of: e, professional healthcare services an behalf of the Named Insured or b. Good Samaritan services rendered In an emergency and for which no payment is demanded or received, Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers In their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; a. Nurse practitioner; d. Emergency medical technlclan a. Paramedic; C Dentist; g, Physical theraplst; h. Psychologist; 1. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered In oonneetlart with human clinical trials or product testing. 11. delete the definition of occurrence and replace d with the following: Occurrence means a health care Incident. All acts, errors or omissions that are logically connaoted by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; Ili, amend the definition of Insured to: a. addthefollowing: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while In the course of the co-employeo's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily Injury Ia a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily Injury arises out of a health care Incident. • the Named Insured's volunteer workers ere Insureds with respect to: GNA74879XX (1.16) - -- Policy No: Page a of 13 Endorsement Na: Insured Name: Effective Data: ppp anpYrigM CNA All Rl0nlp neservea. inclutlar: copynphtetl material al Insurance 9ervians arHea, Enc., vAth Hn permissEan. l- REVIEWS By Margaret Mercer at 5144 pin; Oct 31, 2017 CNA General Liability Extension Endorsement, (1) bodily Injury to a co•,voluntser worker white performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of lho employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily Injury arises out of a health care Incident. Is. delete Subparagraph& (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO JS AN INSURED. c, add the following; Insured does not Include any physician while acting In his or her capacity as such. D, The Other Insurance condition Is amended to delete Paragraph b.(1) In its entirety and replace It with the following: Otherinsurance b. Excess Insurance (1) To the extent this insurance applies, It Is excess over any other Insurance, self Insurance or risk transfer Instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Nam ad Insured to be excess of this coverage. 10. JOiNT VENTURES 1 PARTNERSHIP 1 LIMITED LIABILITY COMPANIES WHO IS AN INSURED Is amended to delete Its last paragraph and replace It with the following: No person or organization Is an Insured with respect to the conduct of any current or past partnership, joint venture or Ihnited liability company that Is not shown as a Named Insured in the Declarations, except that If the Named Insured was a Joint venturer, partner, or member of a limited liability company sort such Joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to ilia extent that: a. any offense giving rise to personal and advertising Injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such lerminatlon date; b. the bodily Injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to Insure the partnership, joint venture or llmiked iiabIlAy company. 11, LEGAL LIABILITY— DAMAGE TO PREMISES A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions Is amended to delete the first paragraph Immediately following subparagraph (e) of the Damage to property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by Flre) to premises ranted to the Named Insured or temporarily ooeuplod by thu Named Insured win the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Promises Rented To You as described In LIMITS OF INSURANCE, S. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions Is amended to delete its last paragraph and replace it with the fallowing; CNA74879XX(1AB) -- _.-`--"'�"'.�` Policy No: Page g of 13 Endorsement No; Effective Date: Insured Name; �/'� p Cnppigbt CNA NI Rion% Reserved. Include¢ capynyhted MOW11 of Insurance eervleas or5ce, Ina, uifh Its pe mlaiinn +� ry'��. I V A L;kt lC V ��u��wE , By Margaret Mereer at 5:44 pm, Oc�31,',200177 General Liability Extension Endorsement Exclusions o, through n, do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured fur a period of 7 or fewer consecutive days, A separate limit of insuranoe applies to this coverage as described In the LIMITS OF INSURANCE Socifolt, C. LIMITS OF INSURANCE Is amended to delete paragraph 6. (the Darl To premises Rented To You Limit) and replace It with the following: S. Subject to Paragraph S, above, (the Each Occurrence UnAlt), the Damage'ro Premises Rented To You Limit Is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a any one premises while rented to a Named Insured or temporarily 000upied by a Named Insured With the permission of the owner; and b. contents of such promises if the promises is rented to the Named insured for a period of 7 or fewer oonsocutive days, The Damage To Promises Rented To You Limit Is $200,000. unlaas a higher Damage to Premises Reacted to Yes Limit Is ehown In the Declarations, D. The Other Insurance Condition Is amended to delete Paragraph b,(1)(a)(li), and replace it with the following: (II) That Is property Insurance for premises rented to a Named Insured, for prandses temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insurad's care, Custody or control; E. This Provision 11, does hal apply If liability for damage to premises rented to a Named insured Is excluded by another endorsement attached to this Coverage part. 12, MEDICAL PAYMENTS A. LIMITS OF INSURANCE Is amended to delete Paragraph 7. (the Milftal Expense Limit) and replace It with the following: 7. Subject to Paragraph 6, above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C - Medical payments for all medical expenses because of bodily injury sustained by any one parson. The Medical Expense Limit Is the greater or: (1) $16,000 unlesa a different amount is shown here: ; or (2) the amount shown In the Declarations for Medical Expense Limit, B. Under COVERAGES, Coverage C .,. Medical Payments, the Insuring Agreement is amended to replace Paragraph 1,043)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the data of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft Is amended to add the following; This exclusion does not apply to An aircraft not owned by any Named Insured, provided that; 1. the pilot In command holds a currently effective certificate Issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named lnsurad; and r.n y ry i at Policy No: Pagee 1 70 0 oof f 1 13 Endorsement No; Insured Name; Effective Date: f 1 Gusynght GNA. All meai ghls Rayea. Includes copyriehletl malarial of asaoranca aeNlna9 OfOce, Inc, with Its hermpsslon,1 l (D LREVIINEargaret Marcor at :44pra, ct31,2017 General Liability Extension Endorsement 3, the airoraft Is nut being used to carry persons or property for a charge, 14, NON•OWNED WATERCRAFT Under COVERAGE* Coverage A — Bodily Injury and Property Damage Liability, the paragraph endtiad Exclusions is amended to delete subparagraph (2) of the exclusion entitled Alraraft, Auto or Watercraft, and replace It with the following. This exclusion does not apply to: (2) a watercraft that Is not owned by any Named Insured, provided the watercraft Is: (a) lass than 79 feet long; and (b) not being Lead to carry persons or property for a charge, 15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising Injury Is amended to add the following tort; 01scrim1nation or hurnIllation that results In Injury to the feelings or reputation of a natural person. D. Under COVERAGES, Coverage B — Personal and Advertising injury Liability, the paragraph entitled Exctuslons is amended to: 1. delete the Exniuslon entitled Knowing Violation Of Rights Of Another and replace It with the following: This insurance does not apply to: Knowing, Violation of Rights of Another Personal and advertising Injury caused by or at the direction of the Insured with the knowledge that the Oct would violate the rights at' another end would inflict personal and advertising Injury. This exclusion shall not Opply to discriminadon or humiliation that results In Injury to the feelings or reputation of a natural person, but only If such discrimination or humiliation Is not done intend ly by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (If the Named Insured Is a limited liability c(rnpany) of the Named Insured. 2. add the following exclusions: This Insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly orindlrectiy related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Prari Related Discrimination discrimination or humlllalort arising out of the sale, rental, lease or sub•loesa or praspeotivo sale, rental, lease or sub -lease of any room, dwalling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties IOVlad or iarl by a governmental entity because of discrimination, The coverage provided by this PERSONAL AND ADVERTISING INJURY --DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely train Provision 1, ADDITIONAL INSUREDS of this andoreement; or Page 11 of 13 ruos.y rvu: Endorsement No: Effective Date: nsurod Nome; ■ In_1� QoPVriylll CNA All ntghta nesarveq. Included rapydghleq maledpl or Insurance 6nwices OPouu, inc, uAth Its Parrvrtaelan �`jf� 4 REV/EWE 1 Sy Margaret Mercer at 5:44 pm, Oct 91, 2617Y- NA -- General Liability Extension Endorsement • attachment of an addlUona] Insured endorsement 10 this Coverage part. is, PERSONAL AND ADVERTISING INJURY • CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage 8 -personal and Advertising Injury Liability, the paragraph entitled Exclusions Is amended to delete the exclusion entitled Contractual Liability and replace Vt with tVte following: This Insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement This exclusion does not apply to liability for damages: (1) that the Insured would have In the absence of the contract or sgreomsnt; or (2) assumed In a contract or agreement that is an Insured contract provided the offense that caused such personal or advertising Injury first occurred subsequent to the execution of such Insured contract. Solely for the purpose of liability assumed In an Insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided; (a) liability to such party for, or for the cost of, that party's defonse has siso been assumed In such Insured contract; end (b) such attorney fees and llligation expenses are for defense of such party against a civil or alternative dispute resolutlan proceeding In which covered damages rare alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS 6s amended to delete the definition of insured contract In Its entirely, and replace it with the following; Insured contract means that pan of a written contract or written agreement pertaining to tits Named Insured's business under which the Named Insured assumes the tort liability of another, party to pay for personal or advertising Injury arising out or the offense of false arrest, detention or Imprisonment. Tort liability means a liability that would be Imposed by law in the absence of any contract or agreement. G. Solely for the purpose of the coverage provided by this paragraph, line following changes are made to the Section sntitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B; I. Paragraph 2.d. Is replaced by the fallowing: d. The allegatlono in the suit and the inforrnallon the Insurer knows about the offense alleged In such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the Indemnitee; 2. The first unnumbered paregraph beneath paragraph 21.(2)(b) Is deleted and replaced by the fellowing; So long as the above conditions are met, attorneys fees Incurred by the Insurer In the defense of that Indemnitee, necessary litigation expenses Incurred by the Insurer, and necessary litigation expenses Incurred by the Indemnitoo at the Insurer's raquest will be paid as defense costs. Notwithstanding the Provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments wilt not he deemed to be damages for personal and advertising Injury and will not reduce the limits of insurance. 0. This PERSONAL AND ADVERTISING INJURY . LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage 8 _Personal and Adverttsing Injury Liability Is excluded by another endorsement attached to this Coverage part. Pogo 12 of 18 Policy No: Endorsement No! Insured Name Effective Date; r( Capydght CMA Atl nights nasarved. Imcludns crpydgh(ad nisledal of InSurdpae Sarvicea ORca, Ina., with Its pa, r l6slen �lTj` 1 ' all REVIEWEI9 V C l By Margaret Mercer at 5.44 p., 00 31, 2017_ CNA General Liability Extension Endorsement 17, PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A -- Bodily Injury and Property Damage Liability, the paragraph enlitied Exclusions Is amended such that the Damage to Your Product Exclusion and subperagraphs J3),(4) and 16) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators, B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance condltions is amended to add the following paragraph: This insurance Is excess over any of the other Insurance, whether primary, excess, contingent or on any other basis that is Property Insurance covering property of others damaged from the use of elevators, 1S. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows A. Paragraph i.b. Is amended to delete the $250 limit shown for the cost of ball bonds and replace it with a $5,000, limit; and S. Paragraph 1.d, Is emended to delete the limit of $250 shown for dally loss of earnings and replace It with a $1,000, Ilmit. 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentdonaliy Pails to disclose all existing hazards at the Inception date of the Named Insured"s Coverage Part, the Insurer will not deny covorag�s under this Coverage Part because of such failure, 20, WAIVER OF SUBROGATION . BLANKET Under CONDITIONS, the Transfer Of Rights Of Recovery Against others To Us Condition is amended 10 add the following: The Insurer wolves any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. tha Named Ineured's angcing eporatforis; or 2, your work Included in the PfOducts�complated operations hazard. However, this waiver applies only when the Named Insured has agreed In writing to waive such right% of recovery in a written ooniraol or written agreement, and only if Duch comrsol or agreement: 1. Is in effect or becomes e4ectivo during the term of this Coverage Part; and 2. was executed prior to the bodliy injury, property damage or personal and advertising Injury giving rise to the claim. All othor terms avid uund1lons of the Pnlloy remain unchanged. -fids endorsement, which forms a part of and Is for atteoh ant to lige Policy Issued by ihs des(gnated Insurers, lakes effect on the effective date of said Paltry at the hour stated in said Policy, unless another affective date is shown below, and exnlras cnnnlermnkiv with _,id o,.u,.,. UNrwrnarancli n t �.-PoIlcyNa: Page 18 of 13 Endorsement No: Insured Name: ElYoctive Date: Capydgla CNA All nights Reserved Include%copyriyhtW maledal al Insolence Sarvines ovice, Inc., wshhillaLM_ pennlsaorl, 4ret Mercer lis pm, Oct 31, 2017- WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC tltl 03 13 (Ed, 484) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover cur payments from anyone liable for on Injury covered by this policy, We will not enforce our right against the person or organization named In the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this Agreement from us.) This agreement shall not operate directly or Indirectly to beneRit anyone not named m the Schedule, Schedule ANY PERSON OR ORGANIZATION ON WHOSE BEHALF YOU ARE REQUIRED TO OBTAIN THIS WAIVER Cr OUR RIGHT TO RECOVER FROM UNDER WRITTEN CONTRACT OR AGREEMENT. NOT APPLICABLE IN KANSAS. This oodarsement changes tha Polley to which it Is attached and Is adactive on the date Issued timina8 otherwise atatotl. (The Information below I$ required onto When this endorsement Ia Issued eubesquant to preparation of the pollryj Endom menl Elraative 07/01/2017 Pollcy No, 301.1086712 (ALI othar&ndoraement No. Inewod MGT of Ametice Coasulting, id'C PremBam Insurance Company Valley T+or:ge Ins. Co. Ccuntersiyned by WO 00 0313 (Ed. 4-154) Cppydght5089Ned onalCouncil unComparsutenInsurance. ( .� �L L�a� .> Margaret Mercer at 5:44 pm; Oct 31, 2077: �� of Amar�Sna„ Consuleingr,,,_I_LC ,_•_„,��« Policy 5011 D86788 CA 6.18160-13 (Ed, 11197) WORKERS" COMPOM111014 AM EMPLOYERS° RIASILITY NSMANGE POLICY KANKET WAIVER OF OUR RIGHT TO RECO:VER. FROM OTHERS We mtdorsement chanes the patioy W wMah It Is aftaol%d illsrood UO RATI Ons Wullrraa' Ca RpaneaUan lrmuranae Q. Reooaary From OWN and Pon TWO Emptayam' Llabll>ly {neuri mn H. Recovery From OUw m are amended by adding thu following; We wlN not enforce our sight W ranover agelnel pereana Or organfratfons, 71ts agresmani appltaa only to ft extant that you podorin wotk under a wridton conftaot than raeulraayou toobtaht We ag(aamant Isom us.) PREIt11UM CHAKQE- Tha ohatgo WIN be an amoutt to whlahyou and wa agree that le a peroontago of the total slandard premium for California expaautd, Tha amount Is 61•19160-B Page I of f jEd,111d1) aviEwI� Say Nfargsrer Mercer ei 5,44 pm, Ocf 3n2017