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HomeMy WebLinkAboutCORRESPONDENCE - RFP - 9048 EXECUTIVE SEARCH SERVICES ON-CALLASSIGNMENT OF CONTRACT GovHR USA, as Assignor, and MGT of America Consulting, LLC, as Assignee, are parties transferring Executive Search Services On-Call under City of Fort Collins Bid No. 9048 from GovHR USA to MGT of America Consulting, LLC (hereinafter, the “Agreement"). Assignment GovHR USA, as Assignor, hereby assigns, transfers, and conveys unto MGT of America Consulting, LLC, as Assignee, all rights, title, and interest of the Assignor in a nd to the Agreement. Assignor hereby agrees to continue to be liable for work as provided in the Agreement, and any other obligations related to this work as determined in the Agreement; and Assignee hereby accepts the assignment and agrees to be bound by all of the terms and conditions of the Agreement including all obligations, duties, responsibilities, and liabilities thereunder. Assignee shall maintain insurance coverage naming the City as an additionally insured of the type and with the limits specified and provide evidence at the time of Assignment execution. Electronic signatures are binding on the parties. This Assignment may be signed in counterparts. IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the day and year below. ASSIGNOR COMPANY: GOVHR USA By: Printed: Title: ASSIGNEE COMPANY: MGT OF AMERICA CONSULTING, LLC By: Printed: Title: CONSENT The City hereby consents to the assignment of the Agreement to MGT of America Consulting, LLC, but by this consent the City does not hereby release GovHR USA from its continuing obligations for work pursuant to the Agreement. Dated Effective: February 13, 2024 CITY OF FORT COLLINS, COLORADO By: Gerry Paul Director of Purchasing DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 Corporate Secretary and Compliance Manager Judy Schmittgens CEO Anthony Trey Traviesa SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 2/20/2024 Alliant Insurance Services,Inc. 32 Old Slip New York NY 10005 Meagan Rago Meagan.Rago@alliant.com License#:812008 Hartford Fire Insurance Compan 19682 MGTCONS-01 Philadelphia Indemnity Insuran 18058GovHRUSA,LLC,a division of MGT of America Consulting,LLC;GovTemps USA,LLC,a division of MGT of America Consulting,LLC 4320 West Kennedy Bl Tampa FL 33609 Continental Casualty Company 20443 364838578 B X 1,000,000 X 1,000,000 20,000 1,000,000 2,000,000 X X Y PHPK2635674 12/8/2023 12/8/2024 2,000,000 B 1,000,000 X X Y PHPK2635674 12/8/2023 12/8/2024 - B X X 4,000,000PHUB89339612/8/2023Y 12/8/2024 4,000,000 X 10,000 A X N 10WBAR7J14 5/12/2023 5/12/2024 1,000,000 1,000,000 1,000,000 B C Professional Liability Crime/EPL PHPK2635674 652517299 12/8/2023 4/10/2023 12/8/2024 4/10/2024 Occ/Agg Limit Occ/Agg Limit $1,000,000 $3,000,000 RE:Contract Renewal,9048 Executive Search Services On-Call The City of Fort Collins,CO,its officers,agents and employees are included as Additional Insured with regards to the General Liability,Auto Liability and Umbrella/Excess Liability as required by written contract subject to the policy terms and conditions.30 days notice of cancellation applies,except non payment of premium which is 10 days,in accordance with the terms and conditions of the policy. City of Fort Collins,CO 215 N.Mason St.2nd Floor PO Box 580 Fort Collins CO 80522 DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 POLICY NUMBER: COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. SCHEDULE (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 Name of Person(s) or Organization(s): 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 but only for liability arising out of the negligence of the named insured. Named Insured: Endorsement Effective Date: PHPK2635674 12/08/2023 TVG MGT Holdings, LP DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 POLICY NUMBER: COMMERCIAL AUTO CA 04 44 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. SCHEDULE The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "ac- cident" or the "loss" under a contract with that person or organization. CA 04 44 03 10 © Insurance Services Office, Inc., 2009 Page 1 of 1 Named Insured: Endorsement Effective Date: Name(s) Of Person(s) Or Organization(s): Any person or organization who you are required to add by written contract which is executed prior to the occurrence of a loss to waive your rights of recovery, except for a loss resulting from the sole negligence from that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. PHPK2635674 12/08/2023 TVG MGT Holdings, LP DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Name Of Additional Insured Person(s) Or Organization(s): 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. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. PHPK2635674 DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 Name Of Person Or Organization: Any person or organization who you are required to add by written contract which is executed prior to the occurrence of a loss to waive your rights of recovery, except for a loss resulting from the sole negligence from that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. PHPK2635674 DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 PI-GLD-TS FL (05/16) PI-GLD-TS FL (05/16) Page 1 of 8 Includes copyrighted material of Insurance Services Office, Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: TEMPORARY STAFFING This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 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 coverage provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Damage to Premises Rented to You $1,000,000 2 Expected or Intended Injury – Property Damage Included 2 Limited Rental Lease Agreement Contractual Liabilit y $50,000 2 Non-Owned Watercraft Less than 58 feet 3 Damage to Property You Own, Rent or Occupy $30,000 3 Medical Payments $20,000 3 Medical Payments Reporting Period 3 Years 3 Athletic Activities Amended 3 Supplementary Payments – Bail Bonds $2,500 4 Supplementary Payments – Loss of Earnings $500 per day 4 Employee Indemnification Defense Coverage $25,000 4 Who Is An Insured Additional Insured – Newly Acquired or Formed Organization Additional Insured – Broadened Named Insured Additional Insured – Blanket Additional Insureds When Required by Contract Included 4 Duties in the Event of Occurrence, Offense, Claim or Suit Included 5 Transfer of Rights of Recovery Against Others To Us Clarification 5 Liberalization Included 5 Unintentional Failure to Disclose Hazards Included 5 Bodily Injury – Includes Mental Anguish Included 6 Personal and Advertising Injury – Includes Abuse of Process, Discrimination Included 6 Other Insurance – Primary Clarification Clarification 6 DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 PI-GLD-TS FL (05/16) PI-GLD-TS FL (05/16) Page 2 of 8 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Staffing Services Exclusions Clarification 7 Staffing Services Definitions Clarification 8 A. Damage to Premises Rented to You If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part: 1. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: 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; 2. The word fire is changed to fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in: a. The last paragraph of SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION III – LIMITS OF INSURANCE, Paragraph 6.; and c. SECTION V – DEFINITIONS, Paragraph 9.a.; and 3. The words fire insurance are changed to insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance. B. Expected or Intended Injury – Property Damage SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, Paragraph a. Expected Or Intended Injury 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. C. Limited Rental Lease Agreement Contractual Liability SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, Paragraph b. Contractual Liability is amended by adding the following: 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. DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 PI-GLD-TS FL (05/16) PI-GLD-TS FL (05/16) Page 3 of 8 Includes copyrighted material of Insurance Services Office, Inc., with its permission. This coverage extension only applies to rental lease agreements and is excess over any renter’s liability insurance of the client. D. Non-Owned Watercraft SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, g. Aircraft, Auto Or Watercraft, Paragraph (2) is amended to read as follows: (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. E. Damage to Property You Own, Rent or Occupy SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, j. Damage To Property, Paragraph (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. F. Medical Payments 1. If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part the Medical Expense Limit is changed subject to all of the terms of SECTION III – 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. Under SECTION I – COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, Paragraph a., Item (b) is amended to read: (b) The expenses are incurred and reported to us within three years of the date of the accident; and G. Athletic Activities SECTION I – COVERAGES, COVERAGE C MEDICAL PAYMENTS, 2. Exclusions, Paragraph e. Athletics Activities is deleted in its entirety and replaced with the following: DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 PI-GLD-TS FL (05/16) PI-GLD-TS FL (05/16) Page 4 of 8 Includes copyrighted material of Insurance Services Office, Inc., with its permission. e. Athletics Activities To a person injured while taking part in athletics. H. Supplementary Payments SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES A AND B, Items 1.b. and 1.d. are amended as follows: b. The limit for the cost of bail bonds is changed from $250 to $2,500; and d. The limit for loss of earnings is changed from $250 a day to $500 a day. I. Employee Indemnification Defense Coverage SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended to include the following: We will pay, on your behalf, and where permissible by law, defense costs incurred by an “employee” in a criminal proceeding. 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.” The alleged acts must have arisen out of and in the course of employment. J. Who is An Insured SECTION II – WHO IS AN INSURED is amended as follows: 1. Newly Acquired or Formed Organization If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is amended to read: a. Coverage under this provision is afforded until the end of the policy period; 2. Each of the following is also an insured: a. 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. b. Blanket Additional Insureds When 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. DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 PI-GLD-TS FL (05/16) PI-GLD-TS FL (05/16) Page 5 of 8 Includes copyrighted material of Insurance Services Office, Inc., with its permission. The Additional Insured’s limits of insurance do not increase our limits of insurance, as described in SECTION III – LIMITS OF INSURANCE. c. Interns – Your interns only while performing duties related to the conduct of your business. d. Contractors – Any individual or organization under written contract or written agreement with you who provides “staffing services” on your behalf and at your direction for your clients. K. Duties in the Event of Occurrence, Offense, Claim or Suit 1. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 2.a. the requirement that you must see to it that we are notified as soon as practicable of an “occurrence” or an offense, applies only when the “occurrence” or offense is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, if you are a corporation. 2. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 2. b. the requirement that you must see to it that we receive notice of a claim or “suit” as soon as practicable will not be considered breached unless the breach occurs after such claim or “suit” is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, if you are a corporation. L. Transfer of Rights of Recovery Against Others To Us SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us includes the following clarification: 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. M. Liberalization SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to include the following additional condition: Liberalization 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. N. Unintentional Failure To Disclose Hazards SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to include the following additional condition: Unintentional Failure To Disclose Hazards DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 PI-GLD-TS FL (05/16) PI-GLD-TS FL (05/16) Page 6 of 8 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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. Bodily Injury – Mental Anguish SECTION V – DEFINITIONS, Paragraph 3. is amended to read: “Bodily injury”: a. Means 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. P. 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., Item b. is revised to read: b. Malicious prosecution or abuse of process; 2. SECTION V – DEFINITIONS, Paragraph 14. is amended to include the following: “Personal and advertising injury” also means 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; or 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; or c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sale, 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. Q. Section IV – Commercial General Liability Conditions is amended by the addition of the following: The following language is added to Item 4. Other Insurance: DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 PI-GLD-TS FL (05/16) PI-GLD-TS FL (05/16) Page 7 of 8 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Insurance under this endorsement is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or “occurrence” we cover for this Additional Insured. R. Staffing Services Exclusions The following exclusions are added to SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE: Actions Or Activities Of PEO Worker “Bodily injury” or “property damage” arising from the actions or activities of any “PEO worker”. Professional Services Exclusion "Bodily injury" or "property damage" due to the rendering of or failure to render any professional service. This exclusion does not apply to your liability for "bodily injury" or "property damage" arising out of your "employee's" providing or failing to provide professional health care services to another of your "employees", but no "employee" is an insured for his or her providing or failure to provide such professional health care services. Wrongful Acts “Bodily injury” or “property damage” arising from a wrongful act in the rendering or failure to render services to or for your client. For the purposes of this exclusion, wrongful act shall mean any actual or alleged act, error, or omission, misstatement, or misleading statement in the course of providing “staffing services” to your clients by you or by any person for whose acts you are legally responsible. SECTION I – COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is amended as follows: 1. Exclusion k. does not apply. 2. Exclusions a., b., e., f., g., h., i., l., and p. do not apply to any insured who did not personally acquiesce in or remain passive after having personal knowledge of such conduct. Our obligation to pay shall begin once the full extent of the assets of the responsible insured has been exhausted and once the Deductible as shown in the Declarations of the policy has been satisfied. 3. The following exclusions are added to Paragraph 2. Exclusions: Actions Or Activities Of PEO Worker “Personal and advertising injury” arising from the actions or activities of any “PEO worker”. Professional Services Exclusion "Personal and advertising injury" due to the rendering of or failure to render any professional service. Wrongful Acts DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 PI-GLD-TS FL (05/16) PI-GLD-TS FL (05/16) Page 8 of 8 Includes copyrighted material of Insurance Services Office, Inc., with its permission. “Personal and advertising injury” arising from a wrongful act in the rendering or failure to render services to or for your client. For the purposes of this exclusion, wrongful act shall mean any actual or alleged act, error, or omission, misstatement, or misleading statement in the course of providing “staffing services” to your clients by you or by any person for whose acts you are legally responsible. S. Staffing Services Definitions 1. SECTION V – DEFINITIONS, Paragraph 5. is revised to read: “Employee” includes but is not limited to a “leased worker” and a “staffing service employee”. “Employee” does not include a “temporary worker” or a “PEO worker”. 2. The following definitions are added to SECTION V – DEFINITIONS: a. “PEO service” means staffing related services as a Professional Employer Organization (PEO) you provide to your clients and to “PEO workers” in connection with employment of such workers. b. “PEO worker” means a person you lease to your client under a written "PEO service" agreement or contract. c. “Staffing Services” means services provided by a staffing company to their clients including but not limited to: (1) Fulfillment of any of the administrative functions which would otherwise be normally fulfilled by an employer’s human resource function; (2) Staffing related administrative services provided by an Administrative Services Organization (ASO); (3) “PEO service”; (4) Staffing related services provided to your clients for the recruitment, selection and placement of a person for employment with a client. (5) Temporary, contingent or contract placement services; (6) Vendor Management Service (VMS), means the facilitation, purchase and management of “staffing services” for clients including the placement and fulfillment of orders for “staffing service employees”; (7) Services performed on behalf of your client by a “staffing service employee” who is not a direct hire or permanent placement; (8) Services performed for a client company to supply that client company with a “staffing service employee”. d. "Staffing service employee" means a person who is furnished by you to your client to perform the duties to which you have agreed. DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 Philadelphia Indemnity Insurance Company PI-CXL-041 (05/16) PI-CXL-041 (05/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY FOLLOW FORM ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY This policy is intended to include Commercial General Liability Coverage. The Commercial General Liability insurance provided will follow the same provisions, exclusions and limitations that are contained in the applicable “underlying insurance” shown in the Schedule of Underlying Insurance unless otherwise directed by this policy, or an endorsement to this policy. To the extent that such provisions differ or conflict, the provisions of this policy will apply. However, the coverage provided under this policy will not be broader than that provided by the applicable “underlying insurance.” Any per location or per project aggregate limit of insurance that is extended in the applicable “underlying insurance” shown in the Schedule of Underlying Insurance will not apply to the coverage provided by this endorsement. DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 PI-CXL-092 (01/19) PI-CXL-092 (01/19) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMOBILE LIABILITY (SUBLIMIT) This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY SCHEDULE AUTOMOBILE LIABILITY SUB-LIMIT: Each Occurrence Limit: $______________ Notwithstanding any provision to the contrary, this policy will provide auto liability coverage subject to the AUTOMOBILE LIABILITY SUB-LIMIT shown in the endorsement SCHEDULE above. This sub-limit is part of, and not in addition to, the Limits of Insurance stated in the Declarations. The auto liability insurance provided will follow the same provisions, exclusions and limitations that are contained in the applicable “underlying insurance” shown in the Schedule of Underlying Insurance unless otherwise directed by this policy, or an endorsement to this policy. To the extent such provisions differ or conflict, the provisions of this policy will apply. However, the coverage provided under this policy will not be broader than that provided by the applicable “underlying insurance.” 4,000,000 DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508 Philadelphia Indemnity Insurance Company PI-CXL-005 (05/16) PI-CXL-005 (05/16) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYERS’ LIABILITY (STOP GAP) FOLLOW FORM ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY This policy is intended to include coverage for liability for “bodily injury,” disability or shock including death at any time resulting from any of these, and, if arising out of the foregoing, mental anguish or mental injury, sustained by: 1. An “employee” of the insured arising out of and in the course of employment by the insured; or 2. The spouse, child, parent, brother or sister of that “employee” as a consequence of 1. above; This Employers’ Liability (Stop Gap) insurance will follow the same provisions, exclusions and limitations that are contained in the applicable “underlying insurance” shown in the Schedule of Underlying Insurance unless otherwise directed by this policy, or an endorsement to this policy. To the extent such provisions differ or conflict, the provisions of this policy will apply. However, the coverage provided under this policy will not be broader than that provided by the applicable “underlying insurance.” Any per location or per project aggregate limit of insurance that is extended in the applicable “underlying insurance” shown in the Schedule of Underlying Insurance will not apply to the coverage provided by this endorsement. DocuSign Envelope ID: F527BD77-F467-4F7A-9711-2DB01D09F508