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IV.7. Farmers Market Use Agreement; Lindahl (Memo)� MEMO To: Honorable Mayor and City Council From: Jason Lindahl, AICP Date: April 18, 2017 Subject: Farmers Market Use Agreement Pro�osed Action Move to approve the 2017 Use Agreement with the Hopkins Farmers Market. Overview The Farmers Market is entering its 31 s` season in downtown Hopkins. Details regarding operation of the Farmers Market are spelled out in the attached Use Agreement. It will once again be located in the southern portion of Lot #300. The northern portion of this lot will remain open for parking. The Farmers Market will operate Saturday mornings (7:30 a.m. to noon) June 17`'' through October 28`'', except during Raspberry Festival. During this date (July 15`'') they may operate on 9`'' Avenue subject to approval of a separate Special Events permit. Under this agreement, the Hopkins Farmers Market may include up to two food trucks. For this season, they have partnered with Christina Express which specializes in Asian food. In addition to the downtown Farmers Market, the City Council directed staff to pursue a second farmers market to serve the Blake Road area. Staff continues to work toward this goal and will provide an update to the City Council during the meeting. Attachments 2017 Use Agreement with Hopkins Farmers Market Premium Summary USE AGREEMENT THIS USE AGREEMENT ("Agreement") is made the 18 day of April, 2017, (the "Effective Date") by and between the CITY OF HOPHINS, a Municipal Corporation ("City"), located at 1010 First Street South, Hopkins, Minnesota 55343, and THE HOPHINS FARMERS MARKET, a non-profit association ("Growers") located in c/o Gwen Smith, 10091 Pilgrim Way, Maple Grove, MN 55369. WHEREAS, Growers is an association of individuals who produce fruits, vegetables, and other grown products and hand-crafted items, which are sold to the general public at open-air markets; WHEREAS, both parties desire that Growers operate a Farmers Market in the City, in arder to provide an opportunity to sell Growers' products and affard the City and its residents opportunities for civic engagement and commerce. NOW, THEREFORE, in consideration of the mutual benefits received by both parties, it is agreed: L The City will grant Growers exclusive use of the south portion of Public Parking Lot # 300, ending two spaces north of the snow emergency sign, as shown on the attached Exhibit A ("Use Area") to operate a Saturday Farmers Market ("Farmers Market") (i.e., erect stands and sell products to the general public), as permitted herein. 2. The Farmers Market shall be subject to the following: a. For each Saturday operation of the Farmers Market, the City will provide blockades for Growers for the purpose of demarcating the Use Area. Growers shall place them where needed and remove and stack them neatly at the end of each sale day for the City to pick up. b. Growers shall be authorized to arrange for and direct the locations of no more than two Food Trucks to operate at any one time within the Use Area while the market is open to the public as set forth in this Agreement. Per City Policy 5-J Mobile Food Units, Section 8.03, event organizers are required to provide the City with a list all of all mobile food unit vendors that will be at any event(s). c. The Growers shall ensure any and all Food Trucks operating at the market to meet all state licensing and other requirements and regulations that are applicable to them. 3. The right to utilize the Use Area for the Farmers Market shall commence on June 17, 2017, and shall terminate on October 28, 2017; in addition, Growers shall have the right to utilize the Use Area pursuant to Paragraph 5("Term"). 4. The operation of a Farmers Market in the Use Area is also subject to the following conditions: a. The operation of a Farmers Market is limited to Saturdays between the hours of 7:30 a.m. and noon, with the eXception of July 15, on which date the City does not permit operation of a Farmers Market. On July 15 the Farmers Market may operate on 9th Avenue, subject to approval of a separate Special Events permit. b. The Growers shall furnish appropriate refuse containers, as required by the City, and remove refuse and other waste material after each Farmers Market. c. The Growers shall provide a market manager to represent Growers on the site during each Farmers Market. Said manager or someone designated by him shall be responsible for all advertising, administrative activities, promotions, and communications with the City and the general public concerning sale activities. d. Growers shall be responsible to ensure that its operation of a Farmers Market is in compliance with, at all times, local, state and federal rules and regulations. 5. In addition to the term far the operations of a Farmers Market described above, the City grants Growers the additiona] right to distribute pre-ordered turkeys at the Use Area on Tuesday, November 21, 2017, from 2 p.m. to 6 p.m., subject to all terms and conditions described herein. 6. Growers may not sub-lease or otherwise assign this Agreement. This Agreement shall not be deemed an approval for any other permits or approvals required by the City and/or any other governmental entity for the operation of the Farmers Market. 7. Growers shall indemnify, defend, and hold the City, and its respective officers, employees, and agents, harmless from and against any and all losses, claims, actions, and eXpenses that may arise from or out of the activities conducted or carried on by Growers directly or indirectly in any respect whatsoever related to the Growers operation of a Farmers Market within the Use Area. 8. Growers shall provide the City with a Certificate of Liability Insurance, effective at a minimum, from during the Term, with a minimum coverage of the City's statutory tort liability, which is currently $1,500,000.00, and making the City an additional insured. The sufficiency of the Certificate of Liability Insurance is subject to review and approval by City Staff. The above-mentioned Certificate of Liability Insurance must be submitted to the City, on a form approved by the City, prior to the commencement of the operation of a Farmers Market within the Use Area. 9. The City may terminate this Agreement at any time with or without cause by giving 30 days written notice to the Growers at the address indicated above. Sections 7 and 8 of this Agreement shall survive termination. 10. This Agreement shall be governed by, construed, and enforced in accordance with the ]aws of the State of Minnesota. 11. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 12. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party. 13. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by U.S. Mail or hand-delivered to the respective address of each party as set forth in the beginning of this Agreement. 14. The parties acknowledge that this Agreement is an agreement to operate a Farmers Market in the Use Area described herein and does not confer any estate or interest to Growers nor does it create a partnership or joint venture between the City and Growers. All costs of doing business, including but not limited to supplies and equipment, will be the sole responsibility of Growers at its sole expense. IN WITNESS WHEREOF, the parties have signed this Agreement on the day of , 2017. THE HOPKINS GROWERS' ASSOCIATION CITY OF HOPKINS By: By: Gwen Smith, President Molly Cummings, Mayor 10091 Pilgrim Way Maple Grove, MN 55369 By: Michael J. Mornson, City Manager Exhibit A � graphsq.=2'x2' � HFM IVIARKET L4T LAYQUT E W PARK PICNIC AREA � 10 12 14 i6 18 2� 22 24 26 28 30 32 34 3d 38 40 42 44 46 48 5[i 52 54 56 58 60 62 64 bb d8 70 72 74 76 78 8D 82 94 86 68 M 95 98 :�= � 4 � 1 6 � c 8 � � � REST � ��" � �� i7 i8 i9 20 21 ROOM� , � y � , -� � r 2 15 3 3 3 3 � 14 d 4 a a 4 s 13 5 � s s b � C7 12 � a - 6 (^"'p 6 � 6 7 x 11 � � 7 �, a :,� a s s 10 � WALK WAY �- �� 4 IL. ' ___-- ----, — __ .._._ . _ _.__. _ , ,--, - WALK WAY _ 120' feet ��� ,_..��..,_._.� 7 5 5 WALK WAY i �orc�er at [�urrent Market I� Parking Sign in Lot Border of Current Market Pf��P�SED ADi�ITI�NAL 2 STALL SPACES WIDE TO 7HE NOiiTH 1D 12 14 lb IS 20 22 24 26 28 3D ;32 34 36 38 40 42 44 46 48 SQ 52 54 56 58 66 62 64 6b 68 70 72 74 76 78 SD 82 E � Y,�S `.+tJ Y"_' Y4 Y6 °8 -.�� �-c HFM MARKET LOT PICs S E � W N ay PROPOS€D ADDITIONAl2 STAIL SPACES TO THE NORTH PROPOSED ADDITIONAL 2 STALL SPACES TO THE NORTH� � v ��" a ' � � ���-.. ..�. _.` . r � ... ' . i � -�„y,.. ` h, � . r- �+ " w. < ��a � s :_ � � .�.+i� 4;� � �r 4 PREMIUM SUMMARY Attached please find your policy. Hopkins Farmers Market 18301ndependence Av S Minneapolis, MN 55426 EFFECTIVE DATE: EXPIRATION DATE: 9/18/2016 9/18/2017 INSURANCE COMPANY: United States Liability Insurance Company POLICY#: ND01559766A PREMIUM: $595.00 FEES: $100.00 STMP FEE: SL TAX: FIRE TAX: TOTAL: $695.00 YOUR INSURANCE AGENT: Princeton Insurance Agency - Princeton 104 South Rum River Drive Princeton, MN 55371 (763) 3893650 rvoo�uv�sa *** RGNHWAL CCRTIFICATH *** RenewelofNum�e� �ireclBillPallry coucvoeaaennoNs United States Liability Insurance Company I 190 Dcnn Pnrk Drivc \4'ey�c Pennvylwn iu 190%J VU.\�UOI$$97G6A AMemberCompanyofUni�edSiatesLiabili�ylnsuranceGmup NHME�INSORE�AN�A��RE55: Hopkins Farmers Marke� Gwen Sml�h 10091 Pilgrim Way Maple Gmve, MN 55369 POLICYPEFIOU(MO.DAYVR)From:091�812018To-09/�8/2019 vtAm.5iPrv0aH�TmEarvWN MPiLINQAD00.CA5HOWNPBWC B118 W E59 DESGRIPTION�. Non-0m!J �iretlars ena Olficers Agem'. RP9M1nNNCPPOL6(RLB) IsmeO'. 002(1/20i64'.NPM rsoome��eawe,am s anss //�/� mm��roi�s.mNsa.;w��u � Y/Ys' Bm��'. PnncelonlnsurenceAgency �✓/� '� '� aY numonzeavep iH6[ OCCLFNPilONS iCGRHCN WRH iH[ COM1IMON POII W CONOIiIqJS, COVCPP6C PARi OCCLAFNilONS, uac(oam) covwne�vea.cn�vne�roem�s�nvowumsnHowooes�meH.s.iFA eissueoror-oeMnvna.meamr, COMPLRCiHCPBOVCNVMBCRCOPOLICY -ORCWOfaLo55 � Oial toll !me dt (8447]]]-B323 or aisit our RPSMINNISC2016.0928 � WeOste� nrtps //my rpsms comlclaimsfnoi � Co^,�act Insurer tllrec0y (see pollvry sec�lon) Policy No. ND01559766A FORMS AND ENDORSEMENTS EXTENSION OF DECLARATIONS Effective Date: 09/18/2016 The following forms apply to the Directors And Officers Liability coverage part Endt# Revised Description of Endorsements DO-100 DO-209 ' DO-283 DO-291 ' DO-293 DO-3YR DEC DO-3YR-MN DO-MN NDOMNINSOL DO Jacket USL-DOJ 04/07 01 /94 01 /14 01 /11 06/13 02/12 06/11 05/10 01 /07 09/10 03/08 '12:0'I AM STANDARD TIME Coverage Part A. Non Profit Directors and Officers Liability General Professional E& O Exclusion Endorsement Data & Security+ Endorsement Excess Beneft Transaction Excise Tax Endorsement Amended Lifetime Occurrence Reporting Provision Endorsement Amendment To Policy Declarations - Three Year Policy Term Three-Year Policy Term Endorsement Minnesota State Amendatory Endorsement Minnesota Insolvency Addendum To Application Non Proft Professional Liability Policy Non Proft Professional Liability Common Conditions Endorsements marked with an asterisk (*) have been added to this policy or have a new edition date and are attached with this certificate. EOD (01/95) All otherterms and conditions remain unchanged. Page 1 of 1 PLEASE READ YOUR POLICY CAREFULLY. THIS IS A CLAIMS MADE POLICY COVERAGE FORM AND UNLESS OTHERWISE PROVIDED HEREIN, THE COVERAGE OF THIS FORM IS LIMITED TO LIABILITY FOR CLAIMS FIRST MADE DURING THE POLICY PERIOD, OR THE EXTENSION PERIOD, IF APPLICABLE. DEFENSE COSTS SHALL BE APPLIED AGAINST THE RETENTION. No. ND01559766A III��I�A�1:7��1��7:Ze7_1�II/_\IC�7�I_1�IH�:71�C�71�1�1�7�7:7�� Hopkins Farmers Market Gwen Smith 10091 Pilgrim Way Maple Grove, MN 55369 Effective Date: 09/18/2Q16 ITEM II. POLICY PERIOD: (MM!DD/YYYY) From: 09/18/2016 To: 09/18/2019 Coverage Part A: Non Profit Directors and Officers Liability ITEM III. LIMITS OF LIABILITY a. Non Profit Directors & Officers b. Non Profit Directors & Officers ITEM IV. RETENTION: ITEM V. PREMIUM: $500,000 $500,000 $0 $1,785 Coverage Part B: Employment Practices Liability ITEM III. LIMITS OF LIABILITY a. Employment Practices b. Employment Practices ITEM IV. RETENTION: IIq�IUA�:7q�4l�1�i11 NOT COVERED NOT COVERED I�[�lrK�]�1�:7q�] EACH CLAIM IN THE AGGREGATE EACH CLAIM 92:09 AM STANDARD TIME ITEM VI. Coverage Form(s)/Part(s) and Endorsement(s) made a part of this policy at time of issue: See Endorsement EOD (01/95) THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD. DO-150 (02/09) Page 1 Of 1 This page has been intentionally left blank. This endorsement modifies insurance provided undu the following: NON PROFIT DIRECTORS AND OFFICERS LIABILITY DATA & SECURITY+ ENDORSEMENT Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement. This endorsement is part of and subject to the provisions of the Policy to which it is attached. I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS The following is a summary of Coverages and Limits of Liability provided by this endorsement. COVERAGE A. Data Breach Eapense B. Identity Theft Expense C. Workplace Violence Eapense D. Kidnap Expense LIMIT OF LIABILITY $50,000 each claim $50,000 in the aggregate $50,000 each claim $50,000 in the aggregate $50,000 each claim $50,000 in the aggregate $50,000 each claim $50,000 in the aggregate In no event shall the Company pay more than $200,000 in any one Policy Period for any combination of Claims for covered eapenses shown above. No retention applies to any claim or in the aggregate. II. COVERAGES: Words shown in bold shall have the meaning provided in III. DEFINITIONS of this endorsement or as provided in COVERAGE PART A. NON PROFIT DIRECTORS AND OFFICERS LIABILITY, III. DEFINITIONS, as applicable. A. Data Breach Eapense The Company will pay on behalf of the Organization up to the Data Breach Eapense Limit of Liabiliry stated in the schedule above, for reasonable and necessary eapenses in item 1. — 6 below incurred by the Organization as a result of a Data Breach. The Data Breach must be first discovered by an Insured during the Policy Period and reported to the Company during the Policy Period but in no event later than sixry (60) days after the Data Breach is first discovered by an Insured. The expenses below must be incurred within one (1) year of the reporting of such Data Breach: 1. Development of a plan to assist the Organization in responding to a Data Breach; 2. Data analysis or forensic investigation to assess the scope of a Data Breach; 3. The development, printing and mailing of legally required notification letters to those affected by a Data Breach; DO 283 (O1-14) Page 1 of6 4. Development of a website link for use by the Organization in communicating with persons affected by a Data Breach after legally required notification letters are sent 5. Development of a customer relationship management system for use by the Organization in communicating with persons affected by a Data Breach after legally required notification letters are sent; 6. Public relations services or crisis management services retained by the Organization to mitigate the adverse affect on the Organization's reputation with customers, investors and employees resulting from a Data Breach that becomes public and only after legally required notification letters are sent. The Organization must first report the Data Breach to the Company and use a service provider of the Company's choice prior to incurring any of the above costs. The Data Breach must first occur during the Policy Period. B. Identity Theft Expense The Company will pay on behalf of a Director or Officer of the Organization up to the Identity Theft Eapense Limit of Liabiliry stated in the schedule above, for eapenses, services or fees noted in item 1. — 3. below incurred by such Director or Officer after he or she has become a victim of Identity Theft. The Identity Theft must be first diswvered by an Insured during the Policy Period and reported to the Company during the Policy Period but in no event later than sixry (60) days after the Identity Theft is first discovered by an Insured. The eapenses below must be incurred within one (1) year of the reporting of such Identity Theft 1. Credit monitoring services provided by a vendor of the Company's choice for the affected Director or Officer for up to one year following an Identity Theft, 2. Additional application fees paid by a Director or Officer whose loan(s) were rejected based on incorrect credit information resulting from an Identity Theft 3. Notary fees, certified and overnight mail eapenses paid by a Director or Officer in connection with reporting an Identity Theft to financial instihxtions, credit bureaus and agencies and law enforcement authorities. Any Director or Officer of the Organization who is a victim of Identity Theft must first report the Identity Theft to the Company and use a service provider of the Company's choice prior to incurring any of the above eapenses, services or fees. The Identity Theft must first occur during the Policy Period. In no event shall the Company's total Policy Period payment under this coverage be more than the per claim or aggregate limit shown on the Policy Declarations C. Workplace Violence Eapense The Company will reimburse the Organization, up to the Workplace Violence Expense Limit of Liabiliry stated in the schedule above, for the following reasonable costs paid by the Organization for a period of thirry (30) da}�s following, and as a result of, a Workplace Violence Act 1. Counseling services rendered to Employees and persons on the Organization's Premises directly affected by a Workplace Violence Act. The counseling services must be rendered by a licensed, pmfessional counselor of the Organization's choice. DO 283 (O1-14) Page 2 of6 2. Services rendered by an independent public relations consultant of the Organization's choice for the purpose of mitigating the adverse affect of a Workplace Violence Act on the Organization. To be covered, the Workplace Violence Act must occur during the Policy Period and be reported to the Company during the Policy Period but in no event later than sixry (60) days after the occurrence. D. Kidnap Expense The Company will reimburse the Organization, up to the Kidnap Expense Limit of Liabiliry stated in the schedule above, for the following reasonable costs paid by the Organization as a result of a Kidnapping occurring during the Policy Period and reported to the Company during the Policy Period but in no event later than sixry (60) days after the occurrence. 1. Retaining an independent negotiator or consultant to facilitate the release of a Kidnapping victim. Nothing herein shall obligate the Company to rewmmend, select, retain or arrange for the retention of such independent negotiator or consultant; 2. Interest on a loan obtained by the Organization to pay eapenses covered under this endorsement that is incurred as a result of a Kidnapping. However, there is no coverage for interest accruing prior to thirry (30) days preceding the date of such payment or subsequent to the date the Company pays any portion of a Kidnap Expense or for expenses not wvered under this endorsement; 3. Travel and accommodations incurred by the Organization in direct response to the Kidnapping. Nothing herein shall obligate the Company to recommend, select, or arrange for such travel and accommodations; 4. A reward up to $10,000 paid by the Organization to an informant for information which leads to the arrest and conviction of the person(s) responsible for the Kidnapping; 5. The current base salary paid to a Director or Officer of the Organization for the Director or Officer's work on behalf of the Organization, who is a victim of a Kidnapping subject to the following: (a) salary reimbursement shall commence on the thirry-first (31 st) consecutive day after a Kidnapping; (b) salary reimbursement shall end when the Director or Officer is released; or is confirmed dead; or one hundred and twenry (120) days after the Director or Officer is last confirmed to be alive; or twelve (12) months after the date of the Kidnapping, or when the Kidnap Eapense Limit of Liabiliry has been exhausted by pa}�ments made by the Company, whichever occurs first. There is no coverage for Kidnap Eapense resulting from a Kidnapping planned, carried out or participated in, directly or indirectly, by any person who is or was a member of the victim's family or the Organization. III. DEFINITIONS "Data Breach" means the misappropriation or public disclosure, by electronic or non- electronic means, by the Organization and without the knowledge of, consent, or DO 283 (O1-14) Page 3 of6 acquiescence of the President or member of the Board of Directors or any executive officer, of an individual(s) Personally Identifiable Information in the Organization's care, custody and control without the authorization or pernussion of the owner of such information. "Identity ThefY' means (1) the act of obtaining Pcrsonally IdcnNfiablc Information belonging to a Director or Officer of khe Parcnt Organization or a Director or Officer of the Parcnt Organization's Subsidiary(ics) wikhout that person's aukhorization, consent or permission; and (2) khe use of Pcrsonally IdcnNfiablc Information so obtained to make or attempt to make transactions or purchases by fraudulently assuming khat person's identity. IdcnNty Thcft does not mean any of the above committed directly or indirectly by a Director or Officer of the Parcnt Organizallon or a Director or Officer of khe Parcnt Organization's Subsidiary(ies) or a family member of a Director or Officer. There is no coverage for any IdcnNty Thcft Eacpense unless Pcrsonally IdcnNfiablc Informallon that is obtained wikhout authorization, consent or permission is used to make or a[tempt to make transactions or purchases by fraudulently assuming khe identity of a Director or Officer of khe Parcnt Organizallon or a Director or Officer of khe Parcnt Organization's Subsidiary(ies). "Kidnapping" means an achxal or alleged wrongful abduction and involuntary restraint of a Director or Officer of the Organization, by one or more persons acting individually or collectively in which monetary or non-monetary demands are made to the Organization to obtain the Directors or Officers release. Pcrsonally IdcnNfiablc Informallon means; (1) information concerning an individual(s) khat would be considered "non-public information" within the meaning of Title V of the Gramm-Leach Bliley Act of 1999 (as amended) and its implementing regulations including but not limited to Social Security numbers or account numbers correlated wikh names and addresses which is in an Insured's care, custody and control; and (2) personal information as defined in any U. S. federal, state or local privacy protection law governing khe control and use of an individuaP s personal and confidential information, including any regulations promulgated khereunder; and (3) protected healkh information as defined by the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191) ("HIPPA") or the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH") (Public Law l ll- 5), as amended, and any regulations promulgated thereto. Pcrsonally IdcnNfiablc Informallon does not mean information khat is available to khe public which does not include otherwise protected personal information. "Premises" means buildings, facilities or properties leased or owned by the Organization in conducting its operations. "Workplace Violence AcY' means: 1. an achxal use of unlawful deadly force, or 2. the threatened use of unlawful deadly force involving the display of a lethal weapon, DO 283 (O1-14) Page 4 of 6 occurring on the Organization's Premises and directed at an Individual Insured, or other persons on the Premises of the Organization. Where applicable, other terms used in this endorsement shall have the same meaning as defined in COVERAGE PART A. NON PROFIT DIRECTORS AND OFFICERS LIABILITY. IV. LIMITS OF LIABILITY AND RETENTION The Limit of Liabiliry specified above as in the aggregate shall be the maximum liabiliry for all eapenses to which the coverage applies. The Limit of Liabiliry specified above as the Limit for each claim shall be the maximum liabiliry for eapenses for each claim to which the coverage applies. The maximum Limit of Liability for any expenses provided by this endorsement shall be in addition to the LIMIT OF LIABILITY specified in the Declarations IN THE AGGREGATE for COVERAGE PART A. NON PROFIT DIRECTORS AND OFFICERS LIABILITY. The RETENTION shown on the Policy Declarations shall not apply to the eapense coverage provided by this endorsement. Regardless of the amount of covered expenses incurred by the Organization under this endorsement, the maximum Limit of Liabiliry for any one Data Breach, Identity Theft, Kidnapping or Workplace Violence Act shall be $50,000 each claim and in the aggregate. Any one incident, interrelated incidents or series of similar or related incidents for which coverage is provided under this endorsement shall be treated as one incident subject to the maximum Limit of Liabiliry available under this endorsement at the time the incident(s) is first reported to the Company regardless ofwhether the incident(s) continues and eapenses are incurred by the Organization in any subsequent Policy Period(s). V. ADDITIONAL EXCLUSIONS The insurance provided by this endorsement does not apply to: 1. Eapense reimbursement resulting in any Insured gaining any profit, remuneration or advantage to which the Insured is not legally entitled. 2. Eapense(s) arising from any incident(s) of which any Insured had notice before the inception date of this Policy; or any fact, circumstance, event, sihxation or incident which before the inception date of this Policy was the subject of any notice under any other similar policy of insurance or any future claims for eapenses under this Policy based upon such pending or prior notice. 3. Eapenses incurred by any Subsidiary of an Organization occurring prior to the date that such entiry became a Subsidiary or incurred at any time that such entiry is not a Subsidiary. 4. The portion of any eapense(s) covered under this endorsement that is also covered under any other coverage part of this Policy. Reissuance of credit or debit cards or any other eapense not shown in Section II, COVERAGES, sub-section A, Data Breach Expense. VI. COVERAGE LIMITATIONS DO 283 (O1-14) Page 5 of6 The following terms, conditions and exclusions in COVERAGE PART A. NON PROFIT DIRECTORS AND OFFICERS LIABILITY, do not apply to this endorsement: 1. Common Policy Conditions; I. EXTENDED REPORTING PERIOD. 2. II. FULL PRIOR ACTS COVERAGE PROVISION. 3. IV. EXCLUSION A 4. VI. LIFETIME OCCURRENCE REPORTING PROVISION 5. VIII. SPOUSAL AND DOMESTIC PARTNER EXTENSION. 6. IX. EXTENSION FOR OUTSIDE DIRECTORSHIP ACTIVITIES. Otherwise, the terms and conditions of COVERAGE PART A. NON PROFIT DIRECTORS AND OFFICERS LIABILITY, shall apply where applicable to give effect to this endorsement. Coverage provided by your Policy and any endorsements attached thereto are amended by this endorsement where applicable. All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Parent Organization's Policy and takes effect on the effective date of the Parent Organization's Policy unless another effective date is shown. DO 283 (O1-14) Page 6 of6 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided undu the following: NON PROFIT PROFESSIONAL LIABILITY POLICY AMENDED LIFETIME OCCURRENCE REPORTING PROVISION ENDORSEMENT It is hereby agreed that: COVERAGE PART A. NON PROFIT DIRECTORS AND OFFICERS LIABILITY, VI. LIFETIME OCCURRENCE REPORTING PROVISION is deleted in its entirery and replaced with the following: If the Parent Organization shall cancel or non-renew this Policy for a reason other than being sold, acquired or bankiupt, each director, officer, Employee or committee member who did not serve as such at the time of the cancellation or non-renewal, shall be provided an unlimited extension of time to report any Claim(s) first made against such person after the effective date of such cancellation or non-renewal. However, this extension of time to report Claim(s) shall only be afforded in the event that: A. the Wrongful Act was committed before the date of cancellation or non-renewal; and B. the person was a director, officer, Employee or committee member during the Policy Period of a Policy issued by the Company, provided the Company has written continuous coverage for the Parent Organization from the effective date of the first Policy to the date of cancellation or non-renewal of this Policy; and C. no Directors and Officers Liabiliry policy, or policy providing essentially the same type of coverage, or extended reporting period, is in effect at the time the Claim is made. COVERAGE PART B. EMPLOYMENT PRACTICES LIABILITY, Section VI. LIFETIME OCCURRENCE REPORTING PROVISION is deleted in its entirery and replaced with the following: If the Parent Organization shall cancel or non-renew this Policy for a reason other than being sold, acquired or bankiupt, each director or officer who did not serve as such at the time of the cancellation or non-renewal, shall be provided an unlimited extension of time to report any Claim(s) first made against such person after the effective date of such cancellation or non-renewal. DO 293 (06-13) Page 1 of 2 However, this extension of time to report Claim(s) shall only be afforded in the event that: A. the Wrongful Employment Act was committed before the date of cancellation or non-renewal; and B. the person was a director or officer during the Policy Period of a Policy issued by the Company, provided the Company has written continuous coverage for the Parent Organization from the effective date of the first Policy to the date of cancellation or non-renewal of this Policy; and C. no Directors and Officers Liabiliry or Emplo}�ment Practices Liabiliry policy, or policy providing essentially the same type of coverage, or extended reporting period, is in effect at the time the Claim is made. All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Parent Organization's Policy and takes effect on the inception date of the Parent Organization's Policy unless another inception date is shown. DO 293 (06-13) Page 2 of 2 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA Thisendorsement modifies insurance provided under the following: Non Profit Directors and Officers AMENDMENT TO POLICY DF,CLARATIONS-THREF,-YEAR POLICY TERM The Policy Declarations attached hereto are amended as follows: ITF,M II. POLICY PERIOD consists of three Coverage Periods: First Coverage Period: From 09/18/2016 To 09/18/2017 Second Coverage Period: From 09/18/2017 To 09/18/2018 Third Coverage Period: From 09/18/2018 To 09/18/2019 ITEM III. LIMITS OF LIABILI'I`Y, apply separately to each Coverage Period shown above and are reinstated for each successive Coverage Period. ITEM V. PREMIUM, is the total premium due for the Three-Year Policy Term and is due and payable in three annual installments as follows unless a different payment plan is selected: Coverage Part A. Non Profit Directors and Officers Liabiliry: First Coverage Period: $595 Second CoveragePeriod: $595 Third Coverage Period: $595 All other terms of the Policy Declararions are unchanged. This endorsement is a part of the Parent Organization's policy and takes effect on the effective date of the Parent Organization's policy unless another effective date is showu DO-3 YR DEC (02-12) Page 1 of 1 This page has been intentionally left blank.