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HomeMy WebLinkAbout2019-510 Housing - Cedar Grove Neighborhood Assn operating agreement OPERATIONS AGREEMENT between ORANGE COUNTY and the CEDAR GROVE NEIGHBORHOOD ASSOCIATION for the CEDAR GROVE COMMUNITY CENTER RENEWAL # 1 Whereas , on June 20 , 2017 , Cedar Grove Neighborhood Association , Incorporated , a North Carolina Nonprofit Corporation ( hereinafter " CGNA" ) as Operator and Orange County ( hereinafter the " County" ) as Owner, referred to jointly hereafter asthe `Parties , " entered into an Operations Agreement for the operation of the Cedar Grove Community Center at 5800 NC 86 North , Hillsborough , NC ( hereinafter , the " Center" ) for a term beginning August 1 , 2017 and continuing for a period of two ( 2 ) years until July 31 , 2019 ( hereinafter the " Original Agreement" ) ; and Whereas , the Original Agreement contains a provision allowing for it to be renewed for up to four (4 ) additional five ( 5 ) year terms by joint written agreement of the Parties ; and Whereas , the Parties desire to renew the Original Agreement for a first additional five ( 5 ) year term . Now Therefore , for and in consideration of the covenants and agreements made herein , the Parties hereby agree as follows : The Cedar Grove Community Center ( " Center" ) is hereby further defined as the portion of that building at 5800 NC 86 North , Hillsborough , NC that includes hallways , spaces and rooms 100 - 102 , and 104 - 131 ; and excludes the " wings " of the building that extend both north and south from the defined Center and includes the associated hallways , spaces and room numbers 201 - 213 and 300 - 310 . A floor plan of the Center is attached hereto as Attachment A . 1 . Term The term of this First Renewal Agreement shall be from August 1 , 2019 and shall continue fora period of five ( 5 ) years (July 31 , 2024) . The Agreement may be renewed as provided herein . 2 Use and Operations a ) CGNA shall : i . Provide a full schedule and updates , as they become available , of all activities , services and programs atthe Center . ii . Operate and staff the Center Monday through Thursday 10 : 00 a . m . to 7 : 00 p . m . , and Friday 10 : 00 a . m . to 5 : 00 p . m . , in accordance with State Building Code and the Maximum Occupancy levels for the center and its rooms as identified in the Center . iii . Notify County in advance of any anticipated closure , delayed 1 opening , or early closing of the Center that is contrary to the hours set forth in section 2 ( a ) ( ii ) above , and pursuant to section 2 ( c) ( iii ) below . For purposes of this section , CGNA ' s duty to notify is fulfilled where the information has been posted on an internet calendar of events or an email listsery for which the County i s i n c l u d e d a s a r e c i p i e n t , or has been included in the schedule and updates provided for in section (2 ) ( a ) ( i ) above or has directly notified County ' s Liaison Officer at the County as per Section 2 ( b ) . iv . Provide to the County a quarterly analysis report on Center enrollment , trends , and timing for CGNA classes , programs , and activity sessions . v . Maintain worker' s compensation insurance covering its Employees working at the Center . via Maintain general liability insurance coverage as outlined in Section 4 of this Agreement , including such riders as the County shall deem necessary . vii . Designate the CGNA President as its liaison to communicate with the County regarding all matters relating tothisAgreement . viii . Maintain the Center facilities in a clean and orderly state . CGNA may arrange furniture and other equipment including computers as may be needed to provide for the orderly operation of the Center . ix . Reimburse County promptly for any damage caused to County property , pursuant to sections ( c) (vi ) and ( c) (viii ) below , by CGNA employees , volunteers , customers , guests , or invitees beyond reasonable wear and tear incurred in the general course subject to the $ 200 per incident and $ 1000 annual caps outlined in Section 2 ( c ) (viii ) . x . Comply with all applicable federal , state , and local laws , ordinances , rules , or regulations . Xi . May , upon receiving appropriate permitting , serve meals as part of designated programs . xii . May , upon receiving appropriate permitting and authorization as required by law and written authorization from the County Manager , serve alcohol as part of approved events . xiii . Secure the CGNA office , multi - media room , kitchen , gymnasium , conference room and multi - purpose room ( as designated in Attachment A , Center Floorplan ) during hours CGNA is not operating the Center. xiv . Use County funds appropriated annually through Section 2 ( b ) ( vi ) below for the purposes as defined . xv . Provide a quarterly accounting of the expenditure of County funds provided ( as per 2 b via below) including the provision of receipts and invoices required by County Financial Services . b) The County shall : i . Appoint a Liaison Officer to communicate with CGNA regarding all matters related to this Agreement , and said Liaison Officer shall be CGNA' s principal interface with the County . ii . Administer all requests to rent space in the Center outside of the hours indicated in section 2 ( a ) ( ii ) above , pursuant to section 9 below . iii . The County is responsible for cleaning the facility on a daily basis ( Monday- Friday) during normal County operations . iv . The County will provide wireless service to the Center , and will provide 2 support for the County- owned computer hardware , software and existing phone at the Center ( 245 - 2640 ) . In this context , support would mean CGNA can call the Orange County Information Technology ( IT ) Help Desk during normal business hours ( Monday- Friday 8AM to 5PM ) and if the person answering the phone can resolve the reported issue in 15 minutes or less the solution will be provided . Otherwise an onsite visit may be deemed necessary . v . County owned facility and technology assets that stay with the Center will be inventoried , and records of this equipment will be listed and maintained by the County and CGNA in a separate , mutually- agreed upon document . Incidentals , office supplies and disposable items (such as kitchen serving utensils , basketballs , paper , etc . ) , are not listed assets , and replacement of these items will be an operating expense of the Center . vi . Appropriate funding assistance to CGNA for Personnel , Operating and Programming and Recurring Capital costs , in a manner and amount to be determined on a yearly basis as part of the County ' s annual fiscal year budget process . 1 . CGNA will work with the Liaison Officer and County staff in advance of the County budget process to develop an annual budget request . 2 . Funds will be allocated as part of the County ' s budget approval and allocated on a quarterly basis . Quarterly reporting and accounting for these funds shall be performed by CGNA as noted in subsection 2 ( a ) (xv) above . 3 . Funds will be broken into three categories : Personnel ; Operating , and Recurring Capital . 4 . Personnel Funds provided will be used by CGNA to pay a Full Time Equivalent ( FTE ) Community Center staff person or persons at the County ' s designated Living Wage to oversee operations at the center . This FTE will be a position ( s ) hired and managed by CGNA and not a County employee . In its discretion , CGNA may choose to hire several part-time persons to fulfill this FTE role . (The County will also provide funds to CGNA on an annual basis to help provide backup part-time support to the CGNA staff person ( s) , also to be employees of CGNA . 5 . Operating Funds provided will be used by CGNA to cover the costs of performing Center functions and activities . The County will continue to be responsible for the basic center operating costs ( such as trash hauling , custodial maintenance , electricity , water and sewer service , IT support and telephone service) . Operating Funds provided to CGNA may be used as provided in the annual budget for programming and associated materials needs , including but not limited to exercise , enrichment and tutoring programs ; printing , duplicating and postage costs ; office and other Center supplies , travel and transportation costs , other associated operating costs , and furniture and equipment needs under $ 500 . 6 . Recurring Capital Funds provided will be used to purchase new IT equipment or building and grounds improvements as identified in the annual budget . 3 c) CGNA and the County hereby covenant and agree that in conjunction with the operation and use of the Center . i . CGNA shall operate the Center in accordance with County policies , including facility access , without discrimination and regardless place of residence , to all residents of Orange County ; ii . CGNA shall not enact policies that have the effect of denying use of the Center by any Orange County residents ; iii . CGNA shall continuously operate the Center during the term of this Agreement subject to closures due to County- recognized holidays , casualty , inclement weather , condemnation , events of force majeure ; closures caused by any act or omission by the County , its agents , employees , contractors , or subcontractors ; or closures agreed upon by CGNA and the County in advance of the closure ; iv . CGNA shall maintain the Center in a clean and safe condition free from hazard during CGNA ' s hours of operation identified in section 2 ( a ) ( ii ) above ; v . CGNA shall maintain records related to its operations of the Center and all such Center records shall remain the property of County and shall be subject to the disclosure provisions of applicable federal and state statutes and regulations and shall be furnished to the County upon reasonable req uest ; vi . Any and all fixtures purchased by CGNA from Center operations funds for use or consumption at the Center are and shall remain property of the County . For purposes of this section the term fixtures includes any kitchen or other appliances . Personal property purchased by CGNA shall remain the property of CGNA . For purposes of this section , " Center operations funds " includes money acquired by CGNA through grants received by CGNA for purposes of operating the Center , but does not include money independently raised by CGNA through community fundraisers or money acquired by CGNA through private donation ; vii . CGNA may charge fees for programs and services at or involving the Center . Any such fees when cumulatively calculated on an a n n u a I b a s i s shall not exceed the cost of providing such programs and services , except nothing herein shall be construed to prevent CGNA from showing a surplus . Any such surplus shall be applied to operating costs of the Center . viii . CGNA is responsible for any and all repairs that amount to less than two hundred dollars ($ 200 ) per repair or incident , subject to an annual cap of $ 1000 , except in instances of CGNA' s gross negligence or willful misconduct . Except to the extent covered by CGNA ' s insurance policies required by Section 4 , County is responsible for any and all repairs that amount to two hundred dollars ( $ 200 ) or more per repair or incident . ix . The County shall continue to contract for the provision of roll out carts and /or other individual containers for municipal solid waste and recycling . x . County shall provide appropriate screening for such roll out carts or other individual containers . A CGNA shall maintain such roll out carts or other individual containers in the appropriate screened location and shall at due times deliver the roll out carts or individual containers to the curb for 4 collection and return them to their screened locations after collection . xii . CGNA shall incorporate standard municipal solid waste and recycling rules and procedures within its operations protocols . xiii . The County is responsible for the cost of water , sewer , electric , and natural gas utilities that results from the use and operation of the Center . xiv . CGNA shall maintain financial books , records , and reports related to its operation of the facility in accord with Generally Accepted Accounting Principles ( GAAP ) and shall permit the County to inspect such books , records , and reports upon the County ' s ffoscnaderequest . xv . Notwithstanding Section 2 ( c) ( iii ) should CGNA unreasonably fail to open the Center pursuant to sections 2 ( a ) ( ii ) and 2 ( a ) ( iii ) for ten ( 10 ) consecutive days , County may assume operational control of the Center until CGNA is able to resume its duties under this Agreement , or the parties mutually agree to terminate this Agreement . During the time that the County exercises operational control , the terms of this Agreement shall be suspended . Should CGNA be unable to resume its duties under this Agreement within thirty ( 30 ) days of the initial closure County may terminate this Agreement . 3 . Facility Use Guidelines By this Agreement , the County authorizes the use of the Center by CGNA only to the extent permitted by the terms of this Agreement . The Center shall be used for the operation of a community and recreation center open to the general public and all other uses reasonably related thereto . The County ' s Facility Use Policy will serve as the guiding document for operations of the Center , unless a contrary policy is set forth in this agreement . Smoking is prohibited . No staff or visitor shall be permitted under any circumstances to use tobacco products in or on the grounds of any County property , including the Center . The use of open flames , gambling , and alcoholic beverages are also prohibited unless appropriately permitted and /or approved in writing by the County Manager as may be required by law and pursuant to section 2 ( a ) ( xii ) above . Absolutely no weapons of any kind are allowed on the Center premises . CGNA shall ensure all persons abide by County policies , rules , and ordinances while on Center premises . 4 . Insurance Requirements CGNA shall provide evidence of general liability insurance together with relevant riders as determined by the County's Risk Manager and consistent with on the "Orange County Minimum Insurance Coverage Requirements" to the County by way of a certificate prior to operation and use of the Center . The County shall be named as additional insured to CGNA ' s general liability endorsed policy . CGNA shall maintain combined single limits not less than $ 1 , 000 , 000 per occurrence with aggregate limits not less than $ 2 , 000 , 000 per year . CGNA shall provide notice to the County not less than 30 days prior to any cancellation or reduction of any liability coverage and annually provide the County with an updated certificate of insurance on or before each policy renewal date . CGNA shall secure liability insurance suitable for any kitchen operations . All such insurance policies and coverages must be approved by the Orange County Risk Manager . The certificate of liability insurance shall be addressed and sent to . Orange County 5 Attention : Director of Risk Management Services 200 S . Cameron Street P . O . Box 8181 Hillsborough , NC 27278 with a copy sent to the County Liaison Officer . 5 . Access to County Facilities ( a ) As used in this Agreement : " Employee " is defined as a person who receives compensation from CGNA and who is assigned to work at the Center ; " Regular volunteer" is defined as a person who is not an Employee or Temporary Volunteer but who is assigned to work at the Center at least once per week ; "Temporary Volunteer" is defined as a person who is not an Employee or Regular Volunteer but who is assigned to work at the Center not more than one day per calendar month . ( b ) CGNA shall provide a list of Regular Volunteers and Employees who will be assigned to the Center to the County at least one week before taking over operations of the Center under this Agreement , or prior to the Employee ' s or Regular Volunteer' s first day of work at the Center ( c) The County reserves the right to prohibit any individual Employee or volunteer of CGNA from accessing or providing services at the Center , or at County events at the Center , if County determines , in its sole discretion , that such Employee or volunteer poses a threat to the safety or well- being of County employees , guests , customers , or invitees . Should the County act under this paragraph , County will notify the CGNA Liaison and the subject individual in writing of the individual ' s identity and County ' s reason for prohibiting the individual as soon as possible after making the determination that the individual poses a threat . ( d ) CGNA shall submit required information for criminal background checks on all Employees and Regular Volunteers and will submit the information for such reviews to the Orange County Department of Environment , Agriculture , Parks and Recreation , which will conduct the background checks . These checks will be completed and verified on each of C G N A ' s employees and /or R e g u I a r Volunteers prior to assigning them to the Center , and such check shall include an annual check of the State Sex Offender and Public Protection Registration Program , the State Sexually Violent Predator Registration Program , and the National Sex Offender Registry . ( e ) CGNA shall not assign any Employee or Regular Volunteer to staff the Center pursuant to this Agreement if the Employee or Regular Volunteer ( 1 ) appears on any of the registries listed in 5 ( d ) above ; ( 2 ) has been convicted of a felony involving any form of assault , a firearm or other weapon , or sexual assault or misconduct ; ( 3 ) has been convicted of any other felony unless more than 10 years have passed since the date of conviction or release from confinement , whichever is later ; (4 ) has been convicted of any misdemeanor involving any form of assault or sexual assault or misconduct ; or ( 5 ) has been convicted of 6 any crime indicating that the worker may pose a threat to the safety or well - being of County employees , guests , customers , or invitees , unless more than 7 years have passed since the date of conviction or release from confinement , whichever is later . Notwithstanding the foregoing , CGNA may allow nonviolent juvenile misdemeanants required to perform community service by a court of law or other state mandated program to volunteer at the Center . (f) Temporary Volunteers , while on Center premises , shall not have any unsupervised contact with minor children . Temporary Volunteers who have contact with minor children shall be supervised at all times by an Employee or Regular Volunteer . 6 . Observation and Documentation County staff may observe , photograph , videotape , or audiotape any CGNA volunteers or employees , County employees , guests , customers , or invitees . However , publishing of any such media generated will be subject to the permissions of the concerned individuals . The County will give CGNA at least 48 hours ' notice before observing , photographing , videotaping , or audiotaping under this paragraph , unless CGNA consents to less than 48 hour notice . CGNA shall make reasonable efforts to secure necessary releases , which authorize County to publish such photographs , videotapes , or audiotapes , at the County' s request for a specific event for which CGNA is a sponsor . Any media coverage of CGNA operations of the Center or C G N A events held in the Center , that CGNA solicits , must receive prior authorization from the County L i a i s o n . This section does not require C G N A to obtain prior authorization from the County L i a i s o n for advertising programming in the regular course of CGNA ' s operations of the Center . 7 . Evaluation Both CGNA and the County agree to hold annual evaluation review meetings to assess the success and direction of the operation of the Center . 8 . Indemnification CGNA shall indemnify , defend , and hold harmless the County , its officers , agents , and employees , from and against all claims , actions , demands , costs , damages , losses and /or expenses of any kind whatsoever , in whole or in part , resulting from or connected with any acts of CGNA Employees , Regular and /or Temporary Volunteers , or program participants resulting from the omission or commission of any act , lawful or unlawful , by CGNA , its agents , and /or Employees or Regular and /or Temporary Volunteers , including but not limited to court costs and attorney' s fees incurred by the County in connection with the defense of said matters . This section should not be interpreted to apply to any claims related to negligence or intentional acts committed by the County , its employees , or agents . It is the intent of this Section that CGNA indemnify the County to the maximum extent authorized by law . 9 . Rental Arrangements , Rates and Administrative Fees 7 ( a ) CGNA shall have the exclusive right of access to and use of the Center during the hours of operation identified in section 2 ( a ) ( ii ) above , to the exclusion of any other entity or person , and the County shall not rent any part of the Center to any entity or person other than CGNA during the hours of operation . At its discretion , C G N A may allow use of the Center by other entities or persons or may rent out same during the hours of operation identified in section 2 ( a ) ( ii ) above . ( b ) The County may rent space in the Center outside of the hours of operation identified in section 2 ( a ) ( ii ) above . The County shall promptly update any rental calendar or schedule such that C G N A has notice in advance of when each rental period will occur . Additionally , on a quarterly basis throughout the year , CGNA may utilize " priority booking " provisions by notifying the County of certain days and times outside of the operating hours described in Section 2 ( a ) ( ii ) that it wishes to " block" from rental for up to twelve ( 12 ) planned weekend or weeknight CGNA events and activities each year , notwithstanding the provisions in subsection ( c) below . The County is responsible , for ensuring that any renter has access to the space , as well as securing the Center after each rental period . The County is . responsible for inspecting the Center for damage before and after each rental period . The County is liable for damage to any County or C G N A property as a result of acts by County renters . County shall not be liable for damage to C G N A property in areas C G N A is required to secure , pursuant to section 2 ( a ) (xiii ) above , should CG NA fail to secure such areas . ( c ) CGNA may use the Center outside of the hours of operation identified in Section 2 ( a ) ( ii ) above so long as the County has not otherwise rented the space during that time to another entity or person pursuant to this section . CGNA does not have to notify the County of its use of the Center outside of the hours of operation so long as the use complies with this paragraph . (d ) Rentals , rates and administrative fees shall be consistent with the Orange County Facilities Use Policy and the Orange County Fee Schedule . The County shall designate which , if any , rooms within the Center may be available for rent to the public or to local community groups , except that the food pantry and C G N A office shall not be available for rent to the public . 10 . Termination and Renewal The term of this Agreement shall be for five ( 5 ) years . This Agreement may be renewed for up to three (3 ) additional five year terms only by joint written agreement of both Parties . This Agreement may be terminated by mutual agreement of the Parties . At any time , County may terminate this Agreement and any renewal thereof immediately and without prior notice to C G N A if County determines in its sole discretion that the health , safety , or well- being of County employees , guests , customers , or invitees are jeopardized by CG NA ' s operation of the Center . 11 . Reorganization or Dissolution Should C G N A undergo a corporate reorganization , restructuring , or voluntary or 8 involuntary dissolution this Agreement shall immediately terminate and CGNA will vacate the Center premises . 12 . Relationship of the Parties CGNA is a contractor of County . CGNA is not a partner , agent , employee , or joint venture of the County and neither Party shall hold itself out contrary to these terms by advertising or otherwise . Neither Party shall be bound by any representation , act , or omission whatsoever of the other . 13 . Approvals , Amendments , Notices . Any approval or notice required by the terms of this Agreement shall be in writing and executed by the appropriate party . This Agreement may be amended only by written amendments duly executed by and between both Parties . 14 , North Carolina Law , North Carolina lawwill govern the interpretation and construction of this Agreement . 15 . Entire Agreement . This Agreement constitutes and expresses the entire agreement and understanding between the Parties concerning the subject matter of this Agreement . This document and any other document incorporated in this Agreement by reference supersede all prior and contemporaneous discussions , promises , representations , agreements and understandings relative to the subject matter of this Agreement . 16 . Severability . If any provision of this Agreement shall be declared invalid or unenforceable , the remainder of the Agreement shall continue in full force and effect . SIGNATURE PAGE TO FOLLOW 9 Signers for CGNA and the County certify that they are authorized to enter this agreement . 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THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S ) , AUTHORIZED REPRESENTATIVE OR PRODUCER , AND THE CERTIFICATE HOLDER . IMPORTANT : If the certificate holder is an ADDITIONAL INSURED , the policy ( ies) must be endorsed . If SUBROGATIONIS WAIVED , subject to the terms and conditions of the policy , certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s ) . PRODUCER CONTACT NAME : AUTOMATIC DATA PROCESSING INS AGCY PHONE (877) 287- 1316 FAX (888) 443 -6112 76250871 (A/C, No ) : 1 ADP BLVD M/S 625 E-MAIL ADDRESS : ROSELAND NJ 07068 INSURER( S) AFFORDING COVERAGE NAIC# INSURERA : Trumbull Insurance Company 27120 INSURED INSURER B : CEDAR GROVE NEIGHBORHOOD ASSOCIATION INSURER C : 5800 NC HIGHWAY 86 N HILLSBOROUGH NC 27278- 8935 INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER . REVISION NUMBER : 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 , INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MM/DD/YYYY MM/DD/Y YYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE ❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence MED EXP (Any one person) PERSONAL & ADV INJURY GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE POLICY, ❑ PRO- ❑ LOC PRODUCTS - COMP/OP AGG JECT OTHER : AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident ANY AUTO BODILY INJURY ( Per person) ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY ( Per accident) HIRED NON-OWNED PROPERTY DAMAGE AUTOS AUTOS ( Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS- MADE AGGREGATE DED I RETENTION $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS ' LIABILITY ISTATUTE I ER ANY YIN E . L. EACH ACCIDENT $ 100 , 000 A PROPRIETOR/PARTNER/EXECUTIVE N/ A 76 WBG AD7MDG 08/05/2019 08/05/2020 OFFICER/MEMBER EXCLUDED? E . L . DISEASE -EA EMPLOYEE $ 100 , 000 ( Mandatory in NH ) If yes , describe under E . L. DISEASE - POLICY LIMIT $ 500 , 000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 , Additional Remarks Schedule, maybe attached if more space is required ) Those usual to the Insured 's Operations . CERTIFICATE HOLDER CANCELLATION For Informational Purpose Only SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 5800 NC HIGHWAY 86 N BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED HILLSBOROUGH NC 27278-8935 IN ACCORDANCE WITH THE POLICY PROVISIONS . AUTHORIZED REPRESENTATIVE © 1988 -2015 ACORD CORPORATION . All rights reserved . ACORD 25 (2016/03 ) The ACORD name and logo are registered marks of ACORD THEwATHE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 August 8 , 2019 For Informational Purpose Only 5800 NC HIGHWAY 86 N HILLSBOROUGH NC 27278 - 8935 Account Information : Contact Us PolicyHolder Details : CEDAR GROVE NEIGHBORHOOD ASSOCIATION Business Service Center Business Hours : Monday - Friday ( 7AM - 7PM Central Standard Time ) Phone : ( 877 ) 287 - 1316 Fax : ( 888 ) 443 -6112 Email : age ncy . services (c thehartford . com Website : https : // business . thehartford . com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder . Please contact us if you have any questions or concerns . Sincerely , Your Hartford Service Team WLTRO05 � ALLIANCE OF 0 NONPROFITS FOR ALLIANCE OF NONPROFITS FOR INSURANCE � INSURANCE RISK RETENTION GROUP (AND www, insurancefornonprofits . org A Head for Insurance. A Heart for Nonprofits. COMMERCIAL UMBRELLA POLICY DECLARATIONS PRODUCER : POLICY NUMBER : 2019 - 52271 - UMB Cima Companies , Inc . 2750 Killarney Drive RENEWAL OF NUMBER : 2018 - 52271 - UMB Woodbridge , VA 221924124 Item 1 NAME OF INSURED AND MAILING ADDRESS : Cedar Grove Neighborhood Association P . O . Box 762 Hillsborough , NC 27278 Item 2 POLICY PERIOD : FROM 08/01 /2019 TO 08/01 /2020 AT 12 : 01 A . M . STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION : Neighborhood community center providing venue for social activities . IN RETURN FOR THE PAYMENT OF THE PREMIUM , AND SUBJECT TO ALL THE TERMS OF THIS POLICY , WE AGREE WITH YOU TO PROVIDE THE COVERAGE AS STATED IN THIS POLICY . Item 3 THE ANNUAL AND MINIMUM PREMIUM DUE AT INCEPTION : $ 930 ( premium includes Terrorism Coverage - Certified Acts : $ 50 but only for policies that indicate coverage on Schedule A - Schedule of Underlying Insurance ) Item 4 LIMITS OF INSURANCE : a . Each Occurrence ( other than Directors ' & Officers ' Liability , Improper Sexual Conduct and Physical Abuse Liability , and Social Service Professional Liability ) 11000 , 000 Each Wrongful Act - Directors ' & Officers ' Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excluded Each Occurrence - Improper Sexual Conduct Liability 11000 , 000 Each Occurrence - Social Service Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excluded b . Products Completed Operations Aggregate [ (where applicable )] . . . . . . . . . . . . . . . . . . . . . 110007000 c . General Aggregate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11000 , 000 d . Directors ' & Officers ' Liability Aggregate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excluded e . Improper Sexual Conduct Liability Aggregate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11000 , 000 f . Social Services Professional Liability Aggregate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excluded Item 5 RETROACTIVE DATES - SEE SCHEDULE OF UNDERLYING INSURANCE FORMS AND ENDORSEMENTS ATTACHED TO THIS POLICY AT INCEPTION ( NUMBER AND EDITION DATE ) : ANI -RRG-E42 01 17 , CU 21 30 01 15 , IL 09 99 01 15 , SCHEDULE A 01 80 , UMB 231 06 16 , UMB 232 06 161 UMB - 100 08 181 UMB61 05 13 These declarations and the common policy declarations , if applicable , together with the common policy conditions , coverage form (s ) and forms and endorsements , if any, issued to form a part thereof, complete the above numbered policy. " NOTICE This policy is issued by your risk retention group . Your risk C� ew retention group may not be subject to all of the insurance laws BY and regulations of your State . State insurance insolvency (AUTHORIZED REPRESENTATIVE ) guaranty funds are not available for your risk retention group . " COUNTERSIGNED : 07/03/2019 ANI - RRG - UMB ( 02356 ) � ALLIANCE OF NONPROFITS FOR ALLIANCE OF NONPROFITS FOR INSURANCE � INSURANCE RISK RETENTION GROUP ( ANI ) www, insurancefornonprofits . org A Head for Insurance. A Heart for Nonprofits. SCHEDULE A - SCHEDULE OF UNDERLYING INSURANCE POLICY NUMBER : 2019 - 52271 - UMB CONTROL NUMBER : 52271 NAME OF INSURED : Cedar Grove Neighborhood Association TYPE OF POLICY APPLICABLE LIMITS INSURER APPLICABLE PERIOD POLICY # (A ) Automobile Bodily Injury and Property Damage Liability Combined Single Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N /A Business Uninsured / Underinsured Motorist . N /A Auto ( B ) Commercial Each Occurrence Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1 , 0003000 ANI 08/01 /2019 to 08/01 /2020 General General Aggregate Limit 0 4 0 0 a 0 0 a M $ 270007000 2019-52271 Liability Products/ Completed Operations Aggregate Limit $2 , 000 , 000 Personal & Advertising Injury Limit $ 11000 , 000 Damage to Premises Rented to You . . . . . . . . . . . . . . . . . . . . . N /A ( any one premises ) ( Includes Terrorism Coverage - Certified Acts ) ( C ) Social Each Occurrence Limit N /A Service Aggregate Limit Professional Liability ( D ) Standard Coverage B - Employers Liability Workers Compensation & Employers Bodily Injury by Accident . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A Each Accident Liability Bodily Injury by Disease Menem N /A Each Employee Bodily Injury by Disease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N /A Policy Limit ( E ) Improper Each Occurrence Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1 , 0007000 ANI 08 /01 /2019 to 08/01 /2020 Sexual General Aggregate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19000 , 000 2019 -52271 Conduct ( Includes Terrorism Coverage - Certified Acts ) ( F ) Directors ' Each Wrongful Act Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N /A And Aggregate Limit N /A Officers ' ( G ) Liquor Each Common Cause Limit N /A Liability Aggregate Limit M a M a I M M 0 0 0 a 0 6 9 0 1 0 M M w 0 M a a a a a V M 0 a 9 9 a 0 a 0 a a 0 N /A ( H ) Employee Each Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N /A Benefits Aggregate Limit N /A . . . . . . . . . . . . . . . . . . . . . . . . . . . Liability ALLIANCE OF ❑ NONPROFITS FOR ALLIANCE OF NONPROFITS FOR INSURANCE INSURANCE RISK RETENTION GROUP ( ANI ) www. insurancefornonprofits . org A Head for Insurance. A Heart for Nonprofits. INDEX OF FORMS ATTACHED TO THE POLICY POLICY NUMBER : 2019 - 52271 - UMB NAME OF INSURED : Cedar Grove Neighborhood Association Pagel UMBRELLA FORMS AND ENDORSEMENTS FORM NUMBER/ EDITION DATE Nuclear , Chemical and Biological Hazard Exclusion ANI - RRG - E42 01 17 Cap on Losses for Certified Acts - Terrorism Coverage CU 21 30 01 15 Disclosure Of Premium For Certified Acts of Terrorism IL 09 99 01 15 Schedule A - Schedule of Underlying Insurance SCHEDULE A 01 80 Privacy Liability and Cyber Coverage Exclusion UMB 231 06 16 Medical Payments Exclusion UMB 232 06 16 Commercial Umbrella Coverage Form UMB - 100 08 18 Employers ' Liability Exclusion UMB61 05 13 This list of forms is not part of the actual policy , but is for your information only . Please refer to the policy ( s ) for actual limits , coverages and exclusions . COMMERCIAL LIABILITY UMBRELLA CU 21 30 01 15 THIS ENDORSEMENT CHANGES THE POLICY , PLEASE READ IT CAREFULLY . CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following : COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A . If aggregate insured losses attributable to terrorist 2 . The act is a violent act or an act that is acts certified under the federal Terrorism Risk dangerous to human life , property or Insurance Act exceed $ 100 billion in a calendar infrastructure and is committed by an individual year and we have met our insurer deductible or individuals as part of an effort to coerce the under the Terrorism Risk Insurance Act , we shall civilian population of the United States or to not be liable for the payment of any portion of the influence the policy or affect the conduct of the amount of such losses that exceeds $ 100 billion , United States Government by coercion . and in such case insured losses up to that amount B . The terms and limitations of any terrorism are subject to pro rata allocation in accordance exclusion , or the inapplicability or omission of a with procedures established by the Secretary of terrorism exclusion , do not serve to create the Treasury . coverage for injury or damage that is otherwise " Certified act of terrorism " means an act that is excluded under this Coverage Part . certified by the Secretary of the Treasury , in accordance with the provisions of the federal Terrorism Risk Insurance Act , to be an act of terrorism pursuant to such Act . The criteria contained in the Terrorism Risk Insurance Act for a " certified act of terrorism " include the following : 1 . The act resulted in insured losses in excess of $ 5 million in the aggregate , attributable to all types of insurance subject to the Terrorism Risk Insurance Act ; and CU 21 30 01 15 © Insurance Services Office , Inc . , 2015 Page 1 of 1 ALLIANCE OF NONPROFITS FOR INSURANCE A Head for Insurance . A Heart for Nonprofits. COMMERCIAL UMBRELLA POLICY THIS POLICY PROVIDES COVERAGE ON A CLAIMS - MADE BASIS IF THE UNDERLYING INSURANCE PROVIDES CLAIMS - MADE COVERAGE , IF COVERAGE WITHIN THIS POLICY IS PROVIDED ON A CLAIMS - MADE BASIS , IT APPLIES ONLY TO CLAIMS MADE AGAINST AN INSURED AND REPORTED TO US DURING THIS POLICY' S PERIOD OR ANY EXTENDED REPORTING PERIOD THAT MAY APPLY , IF COVERAGE WITHIN THIS POLICY IS PROVIDED ON A CLAIMS - MADE BASIS , THIS COVERAGE APPLIES ONLY TO DAMAGES ARISING FROM AN ACT , ERROR OR OMISSION COMMITTED ON OR AFTER THE RETROACTIVE DATE SHOWN IN THE DECLARATIONS OF THE UNDERLYING CLAIMS - MADE POLICY ( S ) BUT PRIOR TO THE END OF THIS POLICY' S PERIOD , NOT INCLUDING AN EXTENDED REPORTING PERIOD . PLEASE READ THIS POLICY CAREFULLY TO DETERMINE YOUR RIGHTS AND OBLIGATIONS . Throughout this policy , the words " you " and "your" refer to the Named Insured shown in the Declarations . The words "we , " " us " and " our" refer to the Company issuing this policy . Other words and phrases that appear in quotation marks have special meanings found in Section 6 - DEFINITIONS . SECTION 1 . INSURING AGREEMENT an Optional Extended Reporting Period as described in subparagraph 3 below , IF , A . Excess Liability Insurance ( Following Form ) a . this insurance is cancelled or not renewed for any reason other than non - payment of We will pay on behalf of an insured those sums in premium ; or excess of the amount payable under the terms of b . we renew or replace this insurance with any " Underlying Insurance " as stated in the other insurance that : " Schedule of Underlying Insurance " that an insured ( 1 ) has a Retroactive Date later than the becomes legally obligated to pay as damages to Retroactive Date shown in the which this insurance applies . This Excess Liability Declarations of this policy ; or Insurance is excess insurance and follows the (2 ) does NOT apply to damage on a " Underlying Insurance " except as otherwise stated claims - made basis . in this policy . This Excess Liability Insurance is If the " Underlying Insurance " does not provide subject to the same terms , conditions , warranties , an Extended Reporting Period then we will not agreements , exclusions , endorsements and offer and will not provide an Extended definitions contained in the " Underlying Insurance" Reporting Period . except as otherwise provided in this policy ; provided , however , in no event will this insurance 2 . Automatic Extended Reporting Period apply unless the " Underlying Insurance" applies or would apply but for the exhaustion of the If the " Underlying Insurance" provides applicable Limit of Liability in the " Underlying coverage on a claims - made basis then an Insurance . " Automatic Extended Reporting Period , equal in length to the Automatic Extended B . Extended Reporting Reporting Period provided in the applicable " Underlying Insurance , " is 1 . Extended Reporting Periods automatically provided , except when this insurance is cancelled or not renewed If the " Underlying Insurance " provides because of non - payment of premium . The coverage on a claims - made basis and this Automatic Extended Reporting Period policy provides coverage on a claims - made does NOT apply to a claim that is covered basis , then we will provide an Automatic under any subsequent insurance you Extended Reporting Period as described in purchase , or that would be covered , but for subparagraph 2 below and , if you purchase it , exhaustion of the amount of insurance otherwise applicable to such claim . Page 1 of 6 UMB- 100 08 18 ii . reinstate or increase the Limits 3 . Optional Extended Reporting Period of Liability applicable to any " claim " or " suit " to which this a . If the " Underlying Insurance" provides insurance applies . coverage on a claims - made basis then an Optional Extended Reporting 5 . Notification of us of a Claim or Suit Period is available only by an endorsement and for an additional Notification of a " claim " or " suit" must be in charge . The Optional Extended accordance with Duties In The Event Of A Reporting Period starts at the end of Claim Or Suit as stated in Provision F . 2 . of this policy , either by cancellation or SECTION 5 - CONDITIONS of this policy . expiration , and will be equal in length Any insured ' s failure to comply with the to the Optional Extended Reporting Duties In The Event Of A Claim Or Suit as Period you purchase as to the stated in SECTION 5 - CONDITIONS of applicable " Underlying Insurance . " A this policy will void the Optional Extended " claim " first made during this Optional Reporting Period coverage under this Extended Reporting Period will be policy , and we will promptly refund any deemed to have been made during the additional premium you paid for the policy period of this policy , and will be Optional Extended Reporting Period . subject to the Limits of Liability set forth in SECTION 2 - LIMITS OF SECTION 2 . LIMITS OF LIABILITY LIABILITY . A . The Limits of Liability shown in the Declarations b . The Named Insured listed in the and the rules below fix the most we will pay Declarations to this policy must give us regardless of the number of: a written request for the Optional 1 . persons and organizations who are insureds Extended Reporting Period , together under this policy ; with payment of the appropriate 2 . coverages provided under this policy ; premium , within 30 days after the 3 . " claims " made and /or " suits " brought against cancellation or non - renewal of this any or all insureds ; or policy . This additional premium shall 4a persons or organizations making a " claim " or be fully earned at the inception of the bringing a " suit" . Optional Extended Reporting Period . B . The Products Completed Operations Aggregate as c . We will determine the additional stated in Item 4 . b . of the policy Declarations is the premium for the Optional Extended most we will pay for all damages to which this Reporting Period in accordance with policy applies because of injury and damages our rates . included in the products - completed operations hazard . d . The Optional Extended Reporting Period is excess over any other C . The Directors and Officers Liability Aggregate as insurance available under a policy or , stated in Item 4 . d . of the Declarations to this policy policies . in force after the Optional is the most we will pay for all damages to which Extended Reporting Period starts . this policy applies for Directors and Officers Liability . 4 . How Optional Extended Reporting Period Applies D . The Improper Sexual Conduct and Physical Abuse Aggregate as stated in Item 4 . e . of the a . The Optional Extended Reporting Declarations to this policy is the most we will pay Period applies only to damages arising for all damages to which this policy applies for from acts , errors or omissions Improper Sexual Conduct and Physical Abuse committed before the end of this policy Liability . period , but not before the Retroactive Date shown in the Declarations , and E . The Social Service Professional Liability Aggregate not including an Extended Reporting as stated in Item 4 . f. of the Declarations to this Period . The Optional Extended policy is the most we will pay for all damages to Reporting Period does NOT : which this policy applies for Social Service in extend this policy ' s period or Professional Liability . change the scope of coverage provided ; Page 2 of 6 UMB- 100 08 18 F . The General Aggregate as stated in Item 4 . c . of 2 . If the " Underlying Insurance " does not include the Declarations to this policy is the most we will payments of " defense expenses " as part of its pay for all damages to which this policy applies . Limits of Liability , but instead indicates that the payment of " defense expenses " will not reduce G . If the Limit of Liability of the " Scheduled Underlying the Limits of Liability , then when excess of Policy " as stated in the " Schedule of Underlying such " Underlying Insurance , " our payment of Insurance" has been exhausted by payments " defense expenses " will not reduce the made on behalf of any insured by the " Underlying available Limits of Liability . Insurer , " this policy shall apply in the same manner as the applicable " Underlying Insurance , " subject 3 . The " defense expenses " extended by this to all the terms and conditions of such " Underlying policy will be subject to the same provisions as Insurance" and the terms and conditions of this the " defense expenses " extended by the policy . If the Limit of Liability of the " Underlying " Underlying Insurance . " Insurance " as stated in the " Schedule of Underlying Insurance" has been reduced by B . We will not defend any " suit" or " claim " after we payments made on behalf of any insured by the have exhausted the applicable Limit of Liability as " Underlying Insurer , " this policy will drop down to stated in the Declarations . If we are prevented by become immediately excess of the reduced limit of law from carrying out this paragraph , we will NOT the " underlying Insurance . " pay any " defense expenses " incurred without our written consent . H . The Limits of Insurance of the " Scheduled Underlying Policy " will be reduced or exhausted C . In all circumstances for which paragraph A above only by payments made on behalf of an insured for is not applicable , we will NOT be obligated to injury or damage to which this insurance would assume charges or pay expenses for the apply , but for the amount of such injury or damage . investigation , settlement or defense of any " claim " made , or " suit" brought , or proceedings instituted I . The Limits of Insurance of this policy apply against any insured . We will , however , have the separately to each consecutive annual period and right in our sole discretion to participate in the to any remaining period of less than 12 months , defense and trial of any " claim " , " claims " suits " or starting with the beginning of the policy period proceedings which may involve the coverage shown in the Declarations to this policy , unless the extended by this policy . If we avail ourselves of policy period is extended after issuance for an this right , we will do so at our expense . additional period of less than 12 months . In that case , the additional period will be deemed part of SECTION 4 . EXCLUSIONS OR SUBLIMITS the last preceding period for purposes of determining the Limit of Insurance . Any Extended A . Each and every exclusion within the " Underlying Reporting Period will not increase the applicable Insurance " is incorporated by reference to this Limit of Insurance . policy , with the same force and effect as though expressly set forth within this policy . As an SECTION 3 . DEFENSE PROVISIONS example only , if the " Underlying Insurance " includes an exclusion for improper sexual A . We will have the same defense obligations under misconduct and physical abuse , that exclusion in this policy as are in the applicable " Underlying its entirety is incorporated within this policy as Insurance " when the applicable Limits of Liability of though fully set forth herein . the " Underlying Insurance , " plus the applicable limits of any other applicable insurance , have been B . Notwithstanding Provision A within Section 1 , the exhausted by payments made on behalf of an coverage identified in the Declarations to this insured . policy is the only coverage extended by this policy . If an " Underlying Insurance " includes exclusions 1 . If the " Underlying Insurance" includes with exceptions and specified sub - limits , this policy payments of " defense expenses " as part of its will not provide coverage in excess of the specified Limits of Liability , then when excess of such sub - limit , unless a separate sub - limit is identified " Underlying Insurance , " our payment of any specifically within the Declarations to this policy . If " defense expenses " is within the applicable an " Underlying Insurance " includes Additional Limits of Liability of this policy and each Coverages with specified limits , this policy will not payment we make for such " defense provide coverage in excess of the specified expenses " reduces the available Limits of Additional Coverage , unless a limit for that Liability by the amount of the payment . Additional Coverage is specifically identified within the Declarations to this policy . If an " Underlying Insurance " includes an extension of a specified Page 3 of 6 UMB- 100 08 18 coverage with a limit specific to that coverage , this ( 10 days in the event of non - payment of policy will not provide coverage excess to that premium ) in advance of the cancellation date . specified coverage unless a separate limit is Our notice of cancellation will be mailed to specifically identified within the Declarations to this your last known address shown in the policy . Declarations to this policy and will indicate the date on which coverage is terminated . SECTION 5 . CONDITIONS 2 . If cancellation is at your request , return A . Appeals premium will be computed at 90 % of pro rata . If we cancel , return premium will be computed We can appeal a judgment against any insured pro rats . If this policy insures more than one under this policy if: Named Insured , cancellation may be effected 1 . the judgment is for more than the remaining by the first Named Insured in the Declarations Limits of Liability under the " Underlying to this policy for the account of all Named Insurance " ; and Insureds . Notice of cancellation by us to such 2 . the insured or the " Underlying Insurer" do not first Named Insured will be deemed notice to appeal it . all insureds and payment of any return If we appeal the judgment , we will pay the premium to such first Named Insured will be costs of that appeal and any interest on those for the account of all insureds . costs . Those payments will be in addition to the Limits of Liability of this policy , unless the 3 . In the event that provisions of this condition " Underlying Insurance " includes payment of conflict with any state law or regulation expenses incurred in an appeal as part of its governing the can cellation / nonrenewal of this Limit of Liability , in which case the costs of the policy , then such law or regulation shall prevail appeal and any interest on those costs will and this policy is amended to conform with decrease the applicable Limit of Liability . such law or regulation . B . Audit of Books and Records E . Changes We may audit your books and records at any time Notice to any agent or knowledge possessed by during the term of this insurance or within three any agent or by any other person will not effect a years after its expiration or termination . waiver or a change in any part of this policy . This policy can only be changed by a written C . Financial Impairment endorsement that becomes part of this policy . The endorsement must be signed by one of our Bankruptcy , insolvency , rehabilitation , receivership , authorized representatives . liquidation , or other financial impairment of any insured or any insurer providing " Underlying F . Duties in the Event of a Claim or Suit Insurance" as stated in the " Schedule of Underlying Insurance , " shall neither relieve nor 1 . You must see to it that we are notified as soon increase any of our obligations under this policy . In as practicable of an accident , occurrence , the event there is a diminished recovery or no offense or event that may result in a " claim " or recovery available to any insured as a result of " suit . " To the extent possible and subject to the such financial impairment of any insurer providing requirements of Section 1 above , notice should " Underlying Insurance , " the coverage under this include : policy shall apply only in excess of the Limits of Liability stated in the " Schedule of Underlying a . how , when and where the activities which Insurance . " Under no circumstances will we be form the basis of any potential " claim " or required to drop down and replace the underlying " suit" took place ; Limits of Liability or assume any other obligations b . the names and addresses of any injured of a financially impaired insurer or an insured . persons and witnesses ; and c . the nature and location of any injury or D . Cancellation damage arising out of the activities which form the basis for any potential " claim " or You may cancel this policy at any time by sending " suit . " us a written request or by returning the policy stating the date of cancellation . 2 . If a " claim " is made or " suit" is brought against any insured , you must : 1 . We may cancel this policy at any time by sending to you a notice of cancellation 30 days Page 4of6 UMB- 100 08 18 a . immediately record the specifics of the in any way or under any circumstances insured " claim " or " suit" and the date received ; or assumed by us ; and b . notify us as soon as practicable and 5 . limits of " Underlying Insurance" will not immediately provide to us written notice of change except for any reduction in the the " claim " or " suit ; " and aggregate limit or Limits of Insurance by c . if the " Underlying Insurance " is on a payment of claims hereunder . claims - made form , you must provide Your failure and /or the failure of the written notice to us in conformance with " Underlying Insurer" to comply with this the applicable claims - made temporal condition will not invalidate this policy , but in conditions included within the " Underlying the event of such failure , we will only be liable Insurance . " to the same extent as if there had been compliance with this condition . 3 . You and any other involved insured must : H . Other Insurance a . immediately send us copies of any demands , notices , summonses or legal If other insurance applies to a " claim " or " suit" papers received in connection with the covered by this policy , the insurance under this " claim " or " suit " ; policy is excess of such other insurance and we b . authorize us to obtain records and other will not make any payments until the other information ; insurance has been used up . This condition shall c . cooperate with us in the investigation , not apply if the other insurance is specifically settlement or defense of the " claim " or written to be excess over this policy . " suit" ; and Except to the extent stated in this policy , this d . assist us , upon our request , in the insurance is not subject to the terms , conditions , or enforcement of any right against any limitations of any other insurance except for person or organization , which may be " Underlying Insurance . " liable to the insured because of injury or damage to which this insurance may also I . Transfer of Rights of Recovery Against Others to apply . us . 4 . No insured will , except at that insured ' s own If any insured has rights to recover all or part of cost , voluntarily make a payment , assume any any payment we have made under this policy , obligation , or incur any expense , other than for those rights are transferred to us . Each insured first aid , without our consent . must do nothing to impair these rights or the transfer thereof to us . Each insured must G . Maintenance of Scheduled Underlying Insurance cooperate with us and , at our request , assist us in the pursuit and enforcement of those rights . If there While this policy is in effect you agree to maintain is any money recovered , we will disburse that the " Underlying Insurance " listed in the " Schedule money , as follows : of Underlying Insurance" in full force . This means that : 1 . first , we will be repaid to the extent of our actual payment ; and 1 . the " Scheduled Underlying Policy " or 2 . second , if any money remains , the insured or " Scheduled Underlying Policies " may not be any " Underlying Insurer" will be repaid to the cancelled or not renewed by either you or the extent of their actual payment . " Underlying Insurer" without notifying us ; 2 . renewals or replacements will not be more If any expenses are incurred to recover money , we restrictive in coverage than the " Underlying will share the expenses with the insured or any Insurance " listed in the " Schedule of " Underlying Insurer" in proportion to the amount Underlying Insurance" ; that each is repaid . If our recovery attempt is not 30 the terms , conditions and endorsements of the successful , we will bear all of the recovery " Underlying Scheduled Insurance " will not expenses . materially change ; 40 the risk of uncollectibility ( in whole or in part) of J . Premium the " Underlying Scheduled Insurance " limit as listed in the " Schedule of Underlying The premium for this policy as stated in the Insurance , " or replacements thereof, whether Declarations is a flat premium and is subject to a because of financial impairment or insolvency minimum and deposit premium , if applicable . The of an " Underlying Insurer" or for any other premium is not subject to adjustment unless : reason , is expressly retained by you and is not Page 5of6 UMB - 100 08 18 1 . a rate is shown in the Declarations ; or quotes within this policy , the definitions below will 2 . an endorsement or endorsements are attached apply . to this policy changing the Limit of Liability , adding or changing the " Underlying Insurance " , changing A . " Claim " or " Claims " means any demand , including the policy period , or because of an Extended a " suit , " against an insured for damages to which Reporting Period . this policy applies are alleged . If a flat premium is charged , and a minimum B . " Defense expenses " means the fees , costs and /or premium is shown in the Declarations , then that expenses which an " Underlying Insurer" has an minimum premium is fully earned as of the obligation to pay in the defense of a " claim , " inception of this policy . " claims " or " suit" pursuant to the terms and conditions of the " Underlying Insurance . " K . Representations Co " Schedule of Underlying Insurance " means the By accepting this policy , you agree that : Schedule of Underlying Insurance included within the Declarations to this policy . 1 . the statements in the Application for this policy and Declarations to this policy are accurate D . " Scheduled Underlying Policy " or " Scheduled and complete ; Underlying Policies " means the identified policy or 2 . those statements are based upon policies within the " Schedule of Underlying representations you made to us ; and Insurance . " 30 we have issued this policy in reliance upon your representations in the Application for this E . " Suit" means a civil proceeding in which damages policy and its Declarations . to which this policy applies are alleged , including , without limitation : L . Titles of Paragraphs 1 . An arbitration proceeding in which such damages are claimed and to which you must The titles of the varied Sections , Paragraphs , and submit or do submit with our consent ; or Subparagraphs of this policy and endorsements 2 . Any other alternative dispute resolution attached to this policy , if any , are inserted solely for proceeding in which such damages are convenience or reference and are not to be claimed and to which you submit with our deemed in any way to limit or affect the provisions consent . to which they relate . F . " Underlying Insurance " means the policy or policies M . Transfer of Rights and Duties within the " Schedule of Underlying Insurance" applicable or potentially applicable to the " claim " or Your rights and duties under this insurance may " suit . " not be transferred without our written consent , except in the event of the death of an individual G . " Underlying Insurer" or " Underlying Insurers " means insured and then only to that individual ' s the entity or entities that issued the " Underlying representative . Insurance . " N . When Loss is Payable This policy will not apply until an insured , or an insured ' s " Underlying Insurer , " is obligated to pay the amount of the " Underlying Insurance " for damages which are also covered by this policy . When the amount of loss has finally been determined , we will promptly pay on behalf of the insured the amount of the damages which comes within the terms of this policy . SECTION 6 . DEFINITIONS Except for the terms appearing in quotes within this policy , the terms within this policy have the same meaning as set forth in the applicable " Underlying Insurance . " With respect to the terms appearing in Page 6 of 6 UMB - 100 08 18 POLICY NUMBER : IL09990115 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT . THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY . DISCLOSURE OF PREMIUM AND ESTIMATED PREMIUM FOR CERTIFIED ACTS OF TERRORISM COVERAGE ( PURSUANT TO TERRORISM RISK INSURANCE ACT ) SCHEDULE SCHEDULE — PART I Terrorism Premium ( Certified Acts ) ( A ) Premium through end of year ( 12 / 31 / ) $ See Declarations ( B ) Estimated Premium beyond the date specified above $ See Declarations ( Refer to Paragraph D . in this endorsement . ) This premium is the total Certified Acts premium attributable to the following Coverage Part ( s ) , Coverage Form ( s ) and /or Policy ( ies ) : All coverage parts other than . Social Service Professional Liability Endorsement ; and Business Auto Coverage Additional information , if any , concerning the terrorism premium . SCHEDULE — PART II Federal share of terrorism losses % Year : 20 ( Refer to Paragraph B . in this endorsement . ) SCHEDULE — PART II Federal share of terrorism losses 85 % Year : 2015 Federal share of terrorism losses 84 % Year : 2016 Federal share of terrorism losses 83 % Year : 2017 Federal share of terrorism losses 82 % Year : 2018 Federal share of terrorism losses 81 % Year : 2019 Federal share of terrorism losses 80 % Year : 2020 ( Refer to Paragraph B . of this endorsement ) Federal share of terrorism losses % Year : 20 Refer to Paragraph B . in this endorsement . Information required to complete this Schedule , if not shown above , will be shown in the Declarations . IL 09 99 01 15 © Insurance Services Office , Inc . , 2015 Page 1 of 2 A . Disclosure Of Premium D . Possibility Of Additional Or Return Premium In accordance with the federal Terrorism Risk The premium for certified acts of terrorism Insurance Act , we are required to provide you with coverage is calculated based in part on the federal a notice disclosing the portion of your premium , if participation in payment of terrorism losses as set any , attributable to coverage for terrorist acts forth in the Terrorism Risk Insurance Act . The certified under that Act . The portion of your federal program established by the Act is premium attributable to such coverage is shown in scheduled to terminate at the end of the year the Schedule of this endorsement or in the policy specified in Part I of the Schedule of this Declarations . endorsement , unless extended by the federal B . Disclosure Of Federal Participation In Payment government . If the federal program terminates or if Of Terrorism Losses the level or terms of federal participation change , the estimated premium shown in ( B ) in Part I of The United States Government , Department of the the Schedule may not be appropriate . Treasury , will pay a share of terrorism losses insured under the federal program . The federal If this policy contains a Conditional Exclusion , share equals a percentage ( as shown in Part II of continuation of coverage for certified acts of the Schedule of this endorsement or in the policy terrorism , or termination of such coverage , will be Declarations ) of that portion of the amount of such determined upon disposition of the federal insured losses that exceeds the applicable insurer program , subject to the terms and conditions of retention . However , if aggregate insured losses the Conditional Exclusion . If this policy does not attributable to terrorist acts certified under the contain a Conditional Exclusion , coverage for Terrorism Risk Insurance Act exceed $ 100 billion certified acts of terrorism will continue . In either in a calendar year , the Treasury shall not make case , when disposition of the federal program is any payment for any portion of the amount of such determined , we will recalculate the premium losses that exceeds $ 100 billion . shown in ( B ) in Part I of the Schedule and will charge additional premium or refund excess C . Cap On Insurer Participation In Payment Of premium , if indicated . Terrorism Losses If we notify you of an additional premium charge , If aggregate insured losses attributable to terrorist the additional premium will be due as specified in acts certified under the Terrorism Risk Insurance such notice . Act exceed $ 100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act , we shall not be liable for the payment of any portion of the amount of such losses that exceeds $ 100 billion , and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury . Page 2 of 2 © Insurance Services Office , Inc . , 2015 IL 09 99 01 15 THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY . EMPLOYERS ' LIABILITY EXCLUSION This insurance does not apply to any liability for bodily injury , sickness , disease , disability or shock , including death at any time resulting therefrom , 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 exclusion applies : 1 . Whether the insured may be liable as an employer or in any other capacity ; and 2 . To any obligation to share damages with or repay someone else who must pay damages because of the injury . UMB610513 ALLIANCE OF Q NONPROFITS FOR INSURANCE A Head far Insurance. A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY , PLEASE READ IT CAREFULLY . MEDICAL PAYMENTS EXCLUSION This endorsement modifies insurance provided under the following : COMMERCIAL UMBRELLA POLICY This insurance does not apply to COVERAGE C MEDICAL PAYMENTS provided in any underlying Commercial General Liability Coverage Form or to any medical expenses for which COVERAGE C MEDICAL PAYMENTS are paid or payable . UMB 232 06 16 Page 1 of 1 ALLIANCE OF Q NONPROFITS FOR INSURANCE A Head for Insurance, A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY , PLEASE READ IT CAREFULLY . NUCLEAR , CHEMICAL AND BIOLOGICAL HAZARD EXCLUSION This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY ENDORSEMENT SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM IMPROPER SEXUAL CONDUCT AND PHYSICAL ABUSE LIABILITY COVERAGE FORM DIRECTORS AND OFFICERS LIABILITY POLICY This insurance does not apply to any liability , loss , cost or expense of whatsoever nature directly or indirectly caused by , contributed to by , resulting from , arising out of or in connection with the use or release , or threat thereof, of any nuclear weapon or device or chemical or biological agent , regardless of any other cause or event contributing concurrently or in any other sequence to the loss . ANI RRG E42 01 17 Page 1 of 1 ALLIANCE OF C� NONPROFITS FOR INSURANCE A Head for Insurance. A Haan for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY , PLEASE READ IT CAREFULLY , PRIVACY LIABILITY AND CYBER COVERAGE EXCLUSION This endorsement modifies insurance provided under the following : COMMERCIAL UMBRELLA POLICY A . This insurance does not apply to any of the following : 1 . " Identity theft . " 2 . " Loss of electronic data . " 3 . The disclosure , loss or use of " protected health information . " For purposes of the liability coverages excluded by this endorsement , the following Definitions apply : " Electronic data" means information , facts or programs stored as or on , created or used on , or transmitted to or from computer software , including systems and applications software , hard or floppy disks , CD - ROMS , tapes , drives , cells , data processing devices or any other media which are used with electronically controlled equipment . " Identity theft" means fraudulent appropriation and use of a person ' s identification or personal information , including both " electronic data ' as well as information contained in printed or written format . " Loss of electronic data " means : 1 . Damage to , loss of, loss of use of, corruption of, inability to access or inability to manipulate " electronic data ; " and 2 . " Identity theft . " " Protected health information " means any information , whether oral or recorded in any form or medium : ( i ) That relates to the past , present or future physical or mental condition of an individual ; the provision of health care to an individual ; or the past , present or future payment for the provision of health care to an individual ; ( ii ) That identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify that individual ; and ( iii ) as defined within the Health Insurance Portability and Accountability Act of 1996 , 42 U . S . C . § 1320d - 1320d - 8 ( " HIPAK ) or other similar federal , state or local laws or statutes . UMB 231 06 16 Page 1 of 2 B . This insurance also does not apply to any of the following first party coverages in the PRIVACY LIABILITY AND CYBER COVERAGE ENDORSEMENT : 1 . Security Event Costs and Expenses 2 . Cyber Extortion 3 . Crisis Management and Reward Expenses UMB 231 06 16 Page 2 of 2