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HomeMy WebLinkAbout2016-519-E Aging - Rena Springer for wellness instructor DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC [Departmental Use Only] TITLE Wellness Instructor FY 2016-17 ORANGE COUNTY CONTRACT UNDER $15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 6th day of September, 2016, ("Effective Date") by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"),party of the first part; and Rena Springer(the "Provider"),party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: weekly Low Vision Pilates class at the Seymour Center The term of this agreement rendered shall be from September 12, 2016 to June 30,2017. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed twelve- hundred dollars at $28 per hour, ($1,200). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at Revised 6/16 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC http://www.orangecountync.gov/departments/purchasing division/contra cts.php). if County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of personal liability insurance (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to the Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. Revised 6/16 2 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC [SIGNATURE PAGE TO FOLLOW] Revised 6/16 3 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER ,----DocuSigned by: r---DocuSigned by: By: botAA/Ut, t'Gi.tMwtt,V'SttAi By: rt In,A. S.pvi C 9s..=s Hager Title:\°—DED90982AD40445... 200 S. Cameron St. Rena Springer P.O. Box 8181 1101 Exchange Place, #838 Hillsborough,NC 27278 Durham, NC 27713 Revised 6/16 4 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC ORANGE COUNTY—DEPARTMENT USE ONLY Department Party/Vendor Name: Rena Springer Party/Vendor Contact Person: Contact Phone: Party/Vendor Address: 1101 Exchange Place, #838 City Durham State: NC Zip: 27713 Department: Aging Amount: $1,200 Purpose: Wellness Instructor Budget Code(s): 29430320-630000 Vendor#611218 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No Contract Type: (Check one) New ® Renewal ® Amendment ❑ Effective Date September 12,2016 Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content: r^--DocuSigned by: Department Director's Signature i tAGt- �i� t V Date: 9/8/2016 B7E962D1BF454FA... Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards,specifications,and requirements: r^--DocuSigned by: Office of the Risk Management Officer 1tttSA rbvvut'_ 'll 16 9/8/2016 Date: 7FDCF9176800498... Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: r---DocuSigned Office of the Chief Financial Officer rI 446°9Z Date: 9/8/2016-7D4E5181 ACC1409... Legal Services This agreement is approved as to legal form and sufficiency: r---DocuSigned by: Office of the County Attorney Date: 9/9/2016 `—4035C B8304CA4A9... Clerk to the Board Received for record retention: All Docusign contracts must be copied to Donna Lloyd upon completion @ Dolloyd @orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 6/16 5 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PHILADELPHIA INSURANCE COMPANIES A Member of the Tokio Marine(frot�l;, One Bala Plaza,Suite 100,Bala Cynwyd, Pennsylvania 19004 610.617.7900•Fax 610.617.7940•PHLY.com 08/25/2016 Rena Springer 1101 Exchange Place Apt 838 Durham,NC 27713- Re: Account#: 82753184 Policy#: PHPK1542474-000 Dear Valued Customer: Thank you very much for choosing Philadelphia Insurance Companies (PHLY) for your insurance needs. Our first class customer service, national presence and A++ (Superior) A.M. Best financial strength rating have made us the selection by over 150,000 policyholders nationwide. 1 realize you have a choice in insurance companies and truly appreciate your business. I wish you much success this year and look forward to building a mutually beneficial business partnership which will prosper for years to come. Welcome to PHLY and please visit PHLY.com to learn more about our Company! Sincerely, Robert D. O'Leary Jr. President&CEO Philadelphia Insurance Companies Philadelphia Consolidated Holding Corp.•Philadelphia Indemnity Insurance Company•Tokio Marine Specialty Insurance Company•Maguire Insurance Agency,Inc. DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC orionlift AIL ■vim Philadelphia Indemnity Insurance Company One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004 1-800-759-4961 Commercial Lines Policy THIS POLICY CONSISTS OF: - DECLARATIONS - COMMON POLICY CONDITIONS - ONE OR MORE COVERAGE PARTS. A COVERAGE PART CONSISTS OF: - ONE OR MORE COVERAGE FORMS - APPLICABLE FORMS AND ENDORSEMENTS BJP-190-1 (12/98) DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC IN WITNESS WHEREOF, we have caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless signed by our authorized representative. President& CEO Secretary BJP-190-1 (12/98) DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PP 20 15 (06/15) PHILADELPHIA INSURANCE COMPANIES PRIVACY POLICY NOTICE Philadelphia Indemnity Insurance Company The Philadelphia Insurance Companies value your privacy and we are committed to protecting personal information that we collect during the course of our business relationship with you. The collection, use and disclosure of certain nonpublic personal information are regulated by law. This notice is for your information only and requires no action on your part. It will inform you about the types of information that we collect and how it may be used or disclosed. This does not reflect a change in the way we do business or handle your information. Information We Collect: We collect personal information about you from the following sources: • Applications or other forms such as claims forms or underwriting questionnaires completed by you; • Information about your transactions with us, our affiliates or others; and • Depending on the type of transaction you are conducting with us, information may be collected from consumer reporting agencies, health care providers, employers and other third parties. Information We Disclose: We will only disclose the information described above to our affiliates and non-affiliated third parties, as permitted by law, and when necessary to conduct our normal business activities. For example, we may make disclosures to the following types of third parties: • Your agent or broker(producer); • Parties who perform a business, professional or insurance functions for our company, including our reinsurance companies; • Independent claims adjusters, investigators, attorneys, other insurers or medical care providers who need information to investigate, defend or settle a claim involving you; • Regulatory agencies in connection with the regulation of our business; and • Lienholders, mortgagees, lessors or other persons shown on our records as having a legal or beneficial interest in your policy. We do not sell your information to others for marketing purposes. We do not disclose the personal information of persons who have ceased to be our customers. Protection of Information: The Philadelphia Insurance Companies maintain physical, electronic and procedural safeguards that comply with state and federal regulations to protect the confidentiality of your personal information. We also limit employee access to personally identifiable information to those with a business reason for knowing such information. Use of Cookies and Opt-Out: We may place electronic"cookies" in the browser files of your computer when you access our website. Cookies are text files placed on your computer to enable our systems to recognize your browser and so that we may tailor information on our website to your interests. We or our third party service providers or business partners may place cookies on your computer's hard drive to enable us to match personal information that we maintain about you so that we are able to pre- populate on-line forms with your information. We also use cookies to help us analyze traffic on our website to better understand your interests. Although we do not use your non-public personal information for this purpose, you may opt- out of cookies and advertising features through one of the available options including but not limited to Ads Settings in Google.com or the Network Advertising Initiative (NAI) Consumer Opt-out. Opting out does not mean you will no longer receive online advertising. It does mean that companies from which you opted out will no longer customize ads based on your interests and web usage patterns using cookies. How to Contact Us: Philadelphia Indemnity Insurance Company, One Bala Plaza, Suite 100, Bala Cynwyd, PA 19004 Attention: Chief Privacy Officer DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC CPD-PIIC (01/07) Philadelphia Indemnity Insurance Company One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004 COMMON POLICY DECLARATIONS Policy Number: PHPK1542474-000 Named Insured and Mailing Address: Producer: 6039 Rena Springer Maguire Insurance Agency, Inc. 1101 Exchange Place Apt 838 27101 Puerta Real Suite 200 Durham, NC 27713- Mission Viejo, CA 92691- Policy Period From: 08/31/2016 To: 08/31/2017 at 12:01 AM.Standard Time at your mailing address shown above Business Description: Fitness Trainer Style/Art: Pilates IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT. PREMIUM Commercial Property Coverage Part Commercial General Liability Coverage Part $122.00 Commercial Crime Coverage Part Commercial Inland Marine Coverage Part Commercial Auto Coverage Part Commercial Stop Gap Part Businessowners Workers Compensation Taxes/Fees/Surcharges $50.00 Total $172.00 FORM (S)AND ENDORSEMENT (S) MADE A PART OF THIS POLICY AT THE TIME OF ISSUE Refer To Forms Schedule *Omits applicable Forms and Endorsements if shown in specific Coverage Part/Coverage Form Declarations Countersignature Date Authorized Representative DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Forms Schedule — Policy Policy Number: PHPK1542474-000 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form/Edition Description CPD-PI IC (01/07) Common Policy Declarations- PHLY Indemnity Insurance Fees And Surcharge Schedule Fees and Surcharge Schedule Page 1 of 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Fees and Surcharge Schedule Policy Number: PHPK1542474-000 RPGFEE $50.00 Page 1 of 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Philadelphia Indemnity Insurance Company COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS Policy Number:PHPK1542474-000 Agent#:6039 See Supplemental Schedule LIMITS OF INSURANCE G $3,000,000 General Aggregate Limit(Other Than Products—Completed Operation) $3,000,000 Products/Completed Operations Aggregate Limit(Any One Person Or Organization) $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence Limit $100,000 Rented To You Limit $2,500 Medical Expense Limit(Any One Person) FORM OF BUSINESS:Individual Business Description:Fitness Trainer Location of All Premises You Own, Rent or Occupy: SEE SCHEDULE ATTACHED AUDIT PERIOD, ANNUAL, UNLESS OTHERWISE STATED: Rates Advance Premiums Premium Prod./ Prod./ Classifications Basis Prem./Ops. Comp.Ops. Prem./Ops. Comp.Ops. SEE SCHEDULE ATTACHED TOTAL PREMIUM FOR THIS COVERAGE PART: $122.00 Included Retroactive Date(CG 00 02 Only) This insurance does not apply to "Bodily Injury", "Property Damage", or"Personal and Advertising Injury"which occurs before the retroactive date, if any, shown below. Retroactive Date: FORM(S)AND ENDORSEMENT(S)APPLICABLE TO THIS COVERAGE PART: Refer To Forms Schedule Countersignature Date Authorized Representative Page 1 of 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Forms Schedule — General Liability Policy Number: PHPK1542474-000 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form/Edition Description CG 00 01 12 07 Commercial General Liability Coverage Form Commercial General Liability GL Coverage Part Declarations Page Coverage Part Declarations Commercial GL Supplemental Commercial GL Coverage Supplemental Schedule Schedule PI-APG-004 (01/07) Additional Conditions PI-APG-NC-1 (01/07) North Carolina Amendatory-Cancel, Nonrenew and Cond. Renewal PI-BELL-1 11-09 Bell Endorsement PI-FW-001 (01/07) Coverage C-Athletic Activities Exclusion Deletion PI-FW-002 (03/09) Fitness and Wellness Liability Insurance Exclusions PI-FW-003 (01/07) Fitness and Wellness Liability Insurance Extension PI-FW-005 (01/07) Punitive Damages Exclusion PI-FW-006 (01/07) Sexual Abuse Endorsement PI-FW-007 (01/07) Specific Claimant Exclusion PI-FW-008 (01/07) Violation of Communication or Information Law Exclusion PI-FW-009 (06/11) Blanket Additional Insured Page 1 of 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC COMMERCIAL GENERAL LIABILITY COVERAGE PART SUPPLEMENTAL SCHEDULE Policy Number: PHPK1542474-000 Agent#: 6039 Rates Advance Premiums Premium Prod/Comp Prod/Comp Classifications &Code No. Basis Prem/Ops Ops Prem/Ops Ops 44311 - Certified Fitness Each Included I Included $122.00 Included Instructor TOTAL PREMIUM FOR THIS COVERAGE PART: $122.00 Included Page 1 of 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II—Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V—Definitions. SECTION I—COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any"suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for"bodily injury" or"property damage" to which this insurance does not apply. We may, at our discretion, investigate any"occurrence"and settle any claim or"suit"that may result. But: (1)The amount we will pay for damages is limited as described in Section III—Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments—Coverages A and B. b. This insurance applies to"bodily injury" and "property damage"only if: (1) The "bodily injury" or"property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2)The"bodily injury" or"property damage"occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II —Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or"property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II —Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that"bodily injury"or"property damage"after the end of the policy period. d. "Bodily injury"or"property damage"will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II —Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence"or claim: (1) Reports all, or any part, of the"bodily injury"or"property damage"to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that"bodily injury" or"property damage" has occurred or has begun to occur. e. Damages because of"bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury" resulting from the use of reasonable force to protect persons or property. CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 1 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1)That the insured would have in the absence of the contract or agreement; or (2)Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury"or"property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury"or"property damage"for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3)Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers'Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury"to: (1)An "employee"of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2)The spouse, child, parent, brother or sister of that"employee"as a consequence of Paragraph (1)above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or"property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of"pollutants": (a)At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or"property damage"arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 2 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i)Any insured; or (ii)Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or"property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or"property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or"property damage"arising out of heat, smoke or fumes from a"hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2)Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or"suit" by or on behalf of a governmental authority. g. Aircraft,Auto Or Watercraft "Bodily injury" or"property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto"or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft while ashore on premises you own or rent; (2)A watercraft you do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; or CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 3 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 (5)"Bodily injury"or"property damage"arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged; or (b)the operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3)of the definition of "mobile equipment". h. Mobile Equipment "Bodily injury"or"property damage"arising out of: (1) The transportation of"mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of"mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury"or"property damage", however caused, arising, directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage"to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work"was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill—Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". k. Damage To Your Product "Property damage"to"your product"arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 4 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage"to"impaired property"or property that has not been physically injured, arising out of: (1)A defect, deficiency, inadequacy or dangerous condition in "your product"or"your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to"your product"or"your work" after it has been put to its intended use. n. Recall Of Products,Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury"arising out of"personal and advertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. As used in this exclusion, 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. q. Distribution Of Material In Violation Of Statutes "Bodily injury" or"property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act(TCPA), including any amendment of or addition to such law; or (2)The CAN-SPAM Act of 2003,including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III—Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of"personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for"personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or"suit"that may result. But: (1)The amount we will pay for damages is limited as described in Section III—Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments—Coverages A and B. CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 5 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory"during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict"personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury"for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's advertising idea in your"advertisement". g. Quality Or Performance Of Goods— Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your"advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your"advertisement". i. Infringement Of Copyright, Patent,Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your"advertisement". However, this exclusion does not apply to infringement, in your"advertisement", of copyright, trade dress or slogan. j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1)Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web-sites for others; or (3)An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 6 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e- mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of"pollutants"at any time. n. Pollution-Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Distribution Of Material In Violation Of Statutes "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act(TCPA), including any amendment of or addition to such law; or (2)The CAN-SPAM Act of 2003,including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for"bodily injury" caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a)The accident takes place in the"coverage territory" and during the policy period; (b)The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical,x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for"bodily injury": a. Any Insured To any insured, except"volunteer workers". CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 7 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers'compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products-Completed Operations Hazard Included within the "products-completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS—COVERAGES A AND B 1. We will pay,with respect to any claim we investigate or settle, or any"suit"against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$250 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys'fees or attorneys'expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1)Agrees in writing to: (a)Cooperate with us in the investigation, settlement or defense of the"suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the"suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 8 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 (d)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a)Obtain records and other information related to the "suit"; and (b)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I—Coverage A—Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for"bodily injury" and "property damage"and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgments or settlements or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II—WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your"executive officers" (if you are an organization other than a partnership,joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these"employees"or"volunteer workers" are insureds for: (1)"Bodily injury"or"personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1)(a)above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a)or(b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. (2)"Property damage"to property: (a)Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member(if you are a limited liability company). b. Any person (other than your "employee" or"volunteer worker"), or any organization while acting as your real estate manager. CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 9 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 c. Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III—LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of"bodily injury" or"property damage" included in the "products-completed operations hazard"; and c. Damages under Coverage B. 3. The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of"bodily injury"and "property damage" included in the "products-completed operations hazard". 4. Subject to Paragraph 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury"and "property damage"arising out of any one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of"bodily injury"sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 10 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence"or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence"or offense. b. If a claim is made or"suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or"suit"and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or"suit"as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or"suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation or settlement of the claim or defense against the"suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid,without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a"suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. b. Excess Insurance (1)This insurance is excess over: (a)Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I—Coverage A—Bodily Injury And Property Damage Liability. CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 11 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 (b)Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3)When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b)The total of all deductible and self-insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or"suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit"or transfer those rights to us and help us enforce them. 9.When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 12 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 SECTION V—DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web-sites, only that part of a web-site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto"does not include "mobile equipment". 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2)The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Employee"does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document. 7. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 8. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or"your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of"your product" or "your work"or your fulfilling the terms of the contract or agreement. 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 13 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. 10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 11. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or"auto"; or c. While it is being moved from an aircraft,watercraft or"auto"to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft,watercraft or"auto". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles,whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers; 1. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not"mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a)Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 14 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 13. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 14. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your"advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your"advertisement". 15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of"your product"or"your work" except: (1) Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. However, "your work"will be deemed completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete,will be treated as completed. b. Does not include"bodily injury"or"property damage"arising out of: (1)The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2)The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy schedule, states that products-completed operations are subject to the General Aggregate Limit. 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the"occurrence"that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, 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 CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 15 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC Commercial General Liability CG 00 01 12 07 disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury"to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 19. "Temporary worker" means a person who is furnished to you to substitute for a permanent"employee" on leave or to meet seasonal or short-term workload conditions. 20. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21. "Your product": a. Means: (1)Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product"; and (2)The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 22. "Your work": a. Means: (1)Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your work", and (2)The providing of or failure to provide warnings or instructions. CG 00 01 12 07 © ISO Properties, Inc. ,2000 Page 16 of 16 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-APG-004 (01/07) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL CONDITIONS This endorsement modifies insurance provided under the: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Section IV—Commercial General Liability Conditions: 1. Changes The Certificate of Insurance contains all the agreements between you and us concerning the insurance afforded. The first Named Certificate Holder shown in the Certificate of Insurance is authorized to make changes in the terms of the Certificate of Insurance with our consent. The Certificate of Insurance terms can be amended or waived only by endorsement issued by us and made a part of the Certificate of Insurance. 2. Transfer of Your Rights and Duties Under The Certificate of Insurance: Your rights and duties under the Certificate of Insurance may not be transferred without our written consent except in the case of death of an individual Named Certificate Holder. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. Page 1 of 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-APG-NC-1 (01/07) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. North Carolina Amendatory — Cancellation, Nonrenewal and Conditional Renewal This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Section IV- Commercial General Liability Conditions, Paragraph 9. When We Do Not Renew is deleted and replaced with the following: Cancellation of the Certificate of Insurance a. The Certificate of Insurance may be canceled by the first Named Certificate Holder shown in Item 1. of the Certificate of Insurance by surrender of the Certificate of Insurance to us or by mailing written notice to us stating when such cancellation shall take effect. If canceled by the first Named Certificate Holder shown in Item 1. of the Certificate of Insurance, we shall retain the customary short rate proportion of the premium. In no event may the requested date of cancellation be greater than 10 days prior to the date the request is received by us. b. If this Certificate of Insurance has been in effect less than 60 days, we may cancel this Certificate of Insurance for any reason by mailing written notice by certified mail to the first Named Certificate Holder at the address shown in the Certificate of Insurance, and mailing to the producer of record, if any. Such cancellation shall be no fewer than 15 days from the date the notice is mailed. Such notice shall state the reason for cancellation and if applicable be accompanied by a refund of unearned premium, except a premium that has been financed. c. If this Certificate of Insurance is in effect 60 days or more, we may cancel this Certificate of Insurance for the following reasons: (1) Nonpayment of premium in accordance with the Certificate of Insurance terms; (2) An act or omission by the Named Certificate Holder or his representative that constitutes material misrepresentation or nondisclosure of a material fact in obtaining the Certificate of Insurance, continuing the Certificate of Insurance, or presenting a claim under the Certificate of Insurance; (3) Increase hazard or material change in the risk assumed that could not have been reasonably contemplated by the parties at the time of assumption of the risk; (4) Substantial breach of contractual duties, conditions, or warranties that materially affects the insurability of the risk; (5) A fraudulent act against us by the insured or his or her representative that materially affects the insurability of the risk; (6) Willful failure by the Named Certificate Holder or his or her representative to institute reasonable loss control measures that materially affect the insurability of the risk after written notice by us; (7) Loss of facultative reinsurance, or loss of or substantial changes in applicable reinsurance as provided in G.S.58-41-30 (8) Conviction of the insured of a crime arising out of acts that materially affect the insurability of the risk; or (9) A determination by the commissioner that the continuation of the Certificate of Insurance would place us in violation of the laws of the state of North Carolina. If we cancel subject to Paragraphs c.(1) through c.(9) above, we shall mail written notice of cancellation by certified mail to the first Named Certificate Holder at the address shown in the Certificate of Insurance, and mail to the producer of record, if any. Page 1 of 3 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-APG-NC-1 (01/07) Written notice of cancellation shall take effect 15 days from the date of mailing for the reasons set forth in Paragraphs c.(1) through c.(9) above. Any written notice of cancellation subject to Paragraphs c.(1) through c.(9) above shall state the reason for such cancellation and if applicable be accompanied by a refund of unearned premium, except a premium that has been financed. d. If notice is mailed, proof of mailing will be sufficient proof of notice. e. We shall refund the unearned premium computed at customary short rates if the Certificate of Insurance is terminated by the first Named Certificate Holder. Under any other circumstances the refund shall be computed pro rata. Nonrenewal of the Certificate of Insurance a. If we elect not to renew this Certificate of Insurance, we shall mail written notice of nonrenewal by certified mail to the first Named Certificate Holder at the address shown in Certificate of Insurance, and mail to the producer of record, if any. We may refuse to renew a Certificate of Insurance that has been written for a policy period of 1 year or less at the Certificate of Insurance's expiration date by mailing written notice of nonrenewal to the first Named Certificate Holder at the address shown in the Certificate of Insurance at least 45 days prior to the expiration date of the Certificate of Insurance. We may refuse to renew a Certificate of Insurance that has been written for a policy period of more than 1 year at the Certificate of Insurance anniversary date by mailing written notice of nonrenewal to the first Named Certificate Holder at the address shown in Certificate of Insurance at least 45 days prior to the anniversary date of the Certificate of Insurance. b. We must file a plan with the commissioner at least 15 days before the issuance of a nonrenewal because of loss or reduction of reinsurance. c. If notice is mailed, proof of mailing will be sufficient proof of notice. d. If either one of the following occurs, we are not required to provide written notice of nonrenewal: (1) The first Named Certificate Holder has insurance elsewhere; (2) The first Named Certificate Holder has obtained replacement coverage or agreed in writing to do so; or (3) The first Named Certificate Holder has requested or agreed to nonrenewal. e. The Certificate of Insurance may not be extended to meet nonrenewal notice requirements in Paragraph a. above. f. The transfer of a Certificate of Insurance between companies within the same insurance group or changes in premium, Limits of Insurance or coverage are not refusals to renew. Conditional Renewal of the Certificate of Insurance a. If we elect to renew this Certificate of Insurance and the renewal is subject to the following: 1) Reduction in coverage; 2) Impose any kind of surcharge; or 3) Increase premium rate. b. If the Certificate of Insurance being conditionally renewed was written for a policy period of 1 year or less, the renewal terms and statement of premium due must be mailed at least 45 days prior to the expiration date of the Certificate of Insurance. If the Certificate of Insurance being conditionally renewed was written for a policy period of more than 1 year, the renewal terms and statement of premium due must be mailed at least 45 days prior to the anniversary date of the Page 2 of 3 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-APG-NC-1 (01/07) Certificate of Insurance. We shall mail by certified mail written notice of the changes to the first Named Certificate Holder at the address shown in the Certificate of Insurance, and mailed to the producer of record, if any. c. If we fail to furnish the conditional renewal terms and statement of premium due in the manner required in Paragraph b. above, the first Named Certificate Holder may cancel the renewal Certificate of Insurance within the 30 day period following receipt of the conditional renewal terms and statement of premium due. For refund purposes, earned premium for any period of coverage shall be calculated pro-rata upon the premium applicable to the Certificate of Insurance being renewed instead of the renewal Certificate of Insurance. d. If we fail to comply with the 45 day written notice requirement in Paragraph b. above, the first Named Certificate Holder is entitled to the option of coverage under the Certificate of Insurance being renewed and at the same cost of that Certificate of Insurance until 45 days have elapsed after we have provided the first Named Certificate Holder with the notice. e. If a Certificate of Insurance has been issued for a policy period longer than 1 year, and for additional consideration a premium has been guaranteed for the entire policy period, it is unlawful for us to increase that premium or require other Certificate of Insurance or coverage provisions less favorable to the first Named Certificate Holder during the term of the Certificate of Insurance. Page 3 of 3 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-BELL-1 (11/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BELL ENDORSEMENT IN . RIA"' 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, and the policy is amended as follows: I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS The following is a summary of Limits of Liability or Limits of Insurance and/or additional coverages provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. COVERAGE LIMITS OF INSURANCE Business Travel Accident Benefit $50,000 Conference Cancellation $25,000 Donation Assurance $50,000 Emergency Real Estate Consulting Fee $50,000 Fundraising Event Blackout $25,000 Identity Theft Expense $50,000 Image Restoration and Counseling $50,000 Key Individual Replacement Expenses $50,000 Kidnap Expense $50,000 Political Unrest $5,000 per employee: $25,000 policy limit Temporary Meeting Space Reimbursement $25,000 Terrorism Travel Reimbursement $50,000 Travel Delay Reimbursement $1,500 Workplace Violence Counseling $50,000 Page 1 of 8 ©2009 Philadelphia Indemnity Insurance Company DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-BELL-1 (11/09) II. CONDITIONS A. Applicability of Coverage Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. B. Limits of Liability or Limits of Insurance 1. When coverage is provided by this endorsement and another coverage form or endorsement attached to this policy, the greater limits of liability or limits of insurance will apply. In no instance will multiple limits apply to coverages which may be duplicated within this policy. Additionally, if this policy and any other coverage part or policy issued to you by us, or any company affiliated with us, apply to the same occurrence, offense, wrongful act, accident or loss, the maximum limits of liability or limits of insurance under all such coverage parts or policies combined shall not exceed the highest applicable limits of liability or limits of insurance under any one coverage part or policy. 2. Limits of liability or limits of insurance identified in Section I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS above are not excess of, but are in addition to the applicable Limits of Liability or Limits of Insurance stated in the Declarations. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. III. ADDITIONAL COVERAGES A. Business Travel Accident Benefit We will pay a Business Travel Accident Benefit to the insured if a director or officer suffers injury or death while traveling on a common carrier for your business during the policy period. For the purpose of Business Travel Accident Benefit coverage, injury means: 1. Physical damage to the body caused by violence, fracture, or an accident that results in loss of life not later than one hundred eighty (180) days after the policy expiration, the date of cancellation or the date of non-renewal; 2. Accidental loss of limbs or multiple fingers; 3. Total loss of sight, speech or hearing. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. The Business Travel Accident Benefit shall not be payable if the cause of the injury was: 1. An intentional act by the insured; 2. An act of suicide or attempted suicide; 3. An act of war; or 4. A disease process. Page 2 of 8 ©2009 Philadelphia Indemnity Insurance Company DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-BELL-1 (11/09) B. Conference Cancellation We will reimburse the insured for any business-related conference expenses, paid by the insured and not otherwise reimbursed, for a canceled conference that an employee was scheduled to attend. The cancellation must be due directly to a "natural catastrophe" or a "communicable disease"outbreak that forces the cancellation of the conference. With respect to a conference cancellation claim, it is further agreed as follows: 1. The insured employee must have registered for the conference at least thirty(30) days prior to the cancellation; and 2. The cancellation must be ordered by a local, state or federal Board of Health or other governmental authority having jurisdiction over the location of the conference. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. C. Donation Assurance If the insured is a 501(c)(3)status non-profit organization as defined in the United States Internal Revenue Code, we will reimburse the insured for"failed donation claim(s)." With respect to any"failed donation claim," it is further agreed as follows: 1. The donor must not have been in bankruptcy, nor have filed for bankruptcy or reorganization in the past seven (7)years prior to the time said pledge was made to the insured; 2. For non-cash donations, our payment of a "failed donation claim" shall be based on the fair market value of said non-cash donation at the time of the "failed donation claim"; 3. In the case of unemployment or incapacitation of a natural person donor and as a condition of payment of the "failed donation claim": a. Neither the natural person donor nor the insured shall have had reason to believe the donor would become unemployed or incapacitated subsequent to the donation date; and b. The donor shall be unemployed for at least sixty(60) days prior to a claim being submitted by the insured; 4. No coverage shall be afforded for a written pledge of funds or other measurable, tangible property to the insured dated prior to the policy period; and 5. A donation amount which is to be collected by the insured over more than a twelve (12) month period shall be deemed a single donation. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. D. Emergency Real Estate Consulting Fee We will reimburse the insured any realtor's fee or real estate consultant's fee necessitated by the insured's need to relocate due to the "unforeseeable destruction" of the insured's "principal location" listed in the Declarations during the policy period. The limit of insurance for this Page 3 of 8 ©2009 Philadelphia Indemnity Insurance Company DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-BELL-1 (11/09) coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. E. Fundraising Event Blackout We will reimburse the insured for"fundraising expenses" that are incurred due to the cancellation of a fundraising event caused by the lack of electric supply resulting in a power outage, provided the fundraising event is not re-scheduled. The fundraising event must have been planned at least thirty(30) days prior to the power outage. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. F. Identity Theft Expense We will reimburse any present director or officer of the named insured for"identity theft expenses" incurred as the direct result of any"identity theft"first discovered and reported during the policy period; provided that it began to occur subsequent to the effective date of the insured's first policy with us. The limit of insurance for this coverage is$50,000 per policy period for all insureds combined. No deductible applies to this coverage. G. Image Restoration and Counseling We will reimburse the insured for expenses incurred for image restoration and counseling arising out of"improper acts" by any natural person. Covered expenses are limited to: 1. The costs of rehabilitation and counseling for the accused natural person insured, provided the natural person insured is not ultimately found guilty of criminal conduct; this reimbursement to occur after acquittal of the natural person insured; 2. The costs charged by a recruiter or expended on advertising, for replacing an officer as a result of"improper acts"; and 3. The costs of restoring the named insured's reputation and consumer confidence through image consulting. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. H. Key Individual Replacement Expenses We will pay"key individual replacement expenses" if the Chief Executive Officer or Executive Director suffers an "injury" during the policy period which results in the loss of life during the policy period. The limit of insurance for this coverage is the lesser of$50,000 or ten (10)times the annual premium paid for this policy. No deductible applies to this coverage. I. Kidnap Expense We will pay on behalf of any director or officer of the insured, reasonable fees incurred as a result of the kidnapping of them or their spouse, "domestic partner," parent or child during the policy period. Coverage will not apply to any kidnapping by or at the direction of any present or former family member of the victim. Reasonable fees will include: Page 4 of 8 ©2009 Philadelphia Indemnity Insurance Company DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-BELL-1 (11/09) 1. Fees and costs of independent negotiators; 2. Interest costs for any loan from a financial institution taken by you to pay a ransom demand or extortion threat; 3. Travel costs and accommodations incurred by the named insured; 4. Reward money paid to an informant which leads to the arrest and conviction of parties responsible for loss covered under this insurance; and 5. Salary, commissions and other financial benefits paid by you to a director or officer. Such compensation applies at the level in effect on the date of the kidnap and ends upon the earliest of: a. Up to thirty (30) days after their release, if the director or officer has not yet returned to work; b. Discovery of their death; c. One hundred twenty(120) days after the last credible evidence following abduction that they are still alive; or d. Twelve (12) months after the date of the kidnapping. The limit of insurance for this coverage is $50,000 each policy period for all insureds combined. No deductible applies to this coverage. J. Political Unrest Coverage We will reimburse any present director, officer, employee or volunteer of the named insured while traveling outside the United States of America for"emergency evacuation expenses"that are incurred as a result of an incident of"political unrest." This "political unrest" must occur during the policy period. No coverage is granted for travel to countries in a state of"political unrest" at the time of departure of the travel. The limit of insurance for this coverage is $5,000 per covered person, subject to a maximum of$25,000 per policy period for all insureds combined. No deductible applies to this coverage. K. Temporary Meeting Space Reimbursement We will reimburse the insured for rental of meeting space which is necessitated by the temporary unavailability of the insured's primary office space due to the failure of a climate control system, or leakage of a hot water heater during the policy period. Coverage will exist only for the renting of temporary meeting space required for meeting with parties who are not insured under this policy. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. L. Terrorism Travel Reimbursement We will reimburse any present director or officer of the named insured in the event of a "certified act of terrorism" during the policy period which necessitates that he/she incurs "emergency travel expenses." The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. Page 5 of 8 ©2009 Philadelphia Indemnity Insurance Company DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-BELL-1 (11/09) M. Travel Delay Reimbursement We will reimburse any present director or officer of the named insured for any"non- reimbursable expenses"they incur as a result of the cancellation of any regularly scheduled business travel on a common carrier. The limit of insurance for this coverage is $1,500 per policy period for all insureds combined. A seventy-two (72) hour waiting period deductible applies to this coverage. N. Workplace Violence Counseling We will reimburse the insured for emotional counseling expenses incurred directly as a result of a "workplace violence" incident at any of the insured's premises during the policy period. The emotional counseling expenses incurred must have been for: 1. Your employees who were victims of, or witnesses to the "workplace violence"; 2. The spouse, "domestic partner," parents or children of your employees who were victims of, or witnesses to the "workplace violence"; and 3. Any other person or persons who directly witnessed the "workplace violence" incident. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. IV. DEFINITIONS For the purpose of this endorsement, the following definitions apply: A. "Certified act of terrorism" means any act so defined under the Terrorism Risk Insurance Act, and its amendments or extensions. B. "Communicable disease" means an illness, sickness, condition or an interruption or disorder of body functions, systems or organs that is transmissible by an infection or a contagion directly or indirectly through human contact, or contact with human fluids, waste, or similar agent, such as, but not limited to Meningitis, Measles or Legionnaire's Disease. C. "Domestic partner" means any person who qualifies as a domestic partner under the provisions of any federal, state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established by the named insured. D. "Emergency evacuation expenses" mean: 1. Additional lodging expenses; 2. Additional transportation costs; 3. The cost of obtaining replacements of lost or stolen travel documents necessary for evacuation from the area of"political unrest"; and 4. Translation services, message transmittals and other communication expenses. provided that these expenses are not otherwise reimbursable. E. "Emergency travel expenses" mean: Page 6 of 8 ©2009 Philadelphia Indemnity Insurance Company DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-BELL-1 (11/09) 1. Hotel expenses incurred which directly result from the cancellation of a scheduled transport by a commercial transportation carrier, resulting directly from and within forty-eight(48) hours of a "certified act of terrorism"; and 2. The increased amount incurred which may result from re-scheduling comparable transport, to replace a similarly scheduled transport canceled by a commercial transportation carrier in direct response to a "certified act of terrorism"; provided that these expenses are not otherwise reimbursable. F. "Failed donation claim" means written notice to the insured during the policy period of: 1. The bankruptcy or reorganization of any donor whereby such bankruptcy or reorganization prevents the donor from honoring a prior written pledge of funds or other measurable, tangible property to the insured; or 2. The unemployment or incapacitation of a natural person donor preventing him/her from honoring a prior written pledge of funds or other measurable, tangible property to the insured. G. "Fundraising expenses" mean deposits forfeited and other charges paid by you for catering services, property and equipment rentals and related transport, venue rentals, accommodations (including travel), and entertainment expenses less any deposits or other fees refunded or refundable to you. H. "Identity theft" means the act of knowingly transferring or using, without lawful authority, a means of identification of any director or officer(or spouse or"domestic partner"thereof) of the named insured with the intent to commit, or to aid or abet another to commit, any unlawful activity that constitutes a violation of federal law or a felony under any applicable state or local law. I. "Identity theft expenses" mean: 1. Costs for notarizing affidavits or similar documents attesting to fraud required by financial institutions or similar credit grantors or credit agencies; 2. Costs for certified mail to law enforcement agencies, credit agencies, financial institutions or similar credit grantors; and 3. Loan application fees for re-applying for a loan or loans when the original application is rejected solely because the lender received incorrect credit information. J. "Improper acts" means any actual or alleged act of: 1. Sexual abuse; 2. Sexual intimacy; 3. Sexual molestation; or 4. Sexual assault; committed by an insured against any natural person who is not an insured. Such "improper acts" must have been committed by the insured while in his or her capacity as an insured. K. "Injury"whenever used in this endorsement, other than in Section III. A. Business Travel, Page 7 of 8 ©2009 Philadelphia Indemnity Insurance Company DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-BELL-1 (11/09) means any physical damage to the body caused by violence, fracture or an accident. L. "Key individual replacement expenses" mean the following necessary expenses: 1. Costs of advertising the employment position opening; 2. Travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening; and 3. Miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the applicants and legal expenses incurred to draw up an employment contract. M. "Natural catastrophe" means hurricane, tornado, earthquake or flood. N. "Non-reimbursable expenses" means the following travel-related expenses incurred after a seventy-two (72) hour waiting period, beginning from the time documented on the proof of cancellation, and for which your director or officer produces a receipt: 1. Meals and lodging; 2. Alternative transportation; 3. Clothing and necessary toiletries; and 4. Emergency prescription and non-prescription drug expenses. 0. "Political unrest" means: 1. A short-term condition of disturbance, turmoil or agitation within a foreign country that poses imminent risks to the security of citizens of the United States; 2. A long-term condition of disturbance, turmoil or agitation that makes a foreign country dangerous or unstable for citizens of the United States; or 3. A condition of disturbance, turmoil or agitation in a foreign country that constrains the United States Government's ability to assist citizens of the United States, due to the closure or inaccessibility of an embassy or consulate or because of a reduction of its staff for which either an alert or travel warning has been issued by the United States Department of State. P. "Principal location" means the headquarters, home office or main location where most business is substantially conducted. Q. "Unforeseeable destruction" means damage resulting from a "certified act of terrorism,"fire, collision or collapse which renders all of the insured's"principal locations" completely unusable. R. "Workplace violence" means any intentional use of or threat to use deadly force by any person with intent to cause harm and that results in bodily"injury" or death of any person while on the insured's premises. Page 8 of 8 ©2009 Philadelphia Indemnity Insurance Company DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-001 (01/07) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COVERAGE C—ATHLETIC ACTIVITIES EXCLUSION DELETION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I - COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e.Athletic Activities, is deleted in its entirety. Page 1 of 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-002 (03/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FITNESS AND WELLNESS LIABILITY INSURANCE EXCLUSIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusions are added to Paragraph 2. Exclusions of SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY; and Paragraph 2. Exclusions of SECTION I— COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY: 2. Exclusions This insurance does not apply to: a. Services Furnished by Health Care Providers (1) "Bodily injury," "property damage" or "personal and advertising injury" based upon or arising out of, in whole or in part, the rendering of or failure to render: (a) Medical, surgical, dental, x-ray, or nursing service, treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) Any service, treatment, advice or instruction in chemical skin enhancement, laser hair removal or replacement. (2) The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances; or (3) The handling or treatment of dead bodies, including autopsies, organ donation or other procedures. This exclusion does not apply to the rendering of first aid. Page 1 of 3 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-002 (03/09) Paragraph 2.a. (1)(b) above does not apply to a licensed physical therapist providing any health or therapeutic service, treatment, advice or instruction on behalf of a Named Certificate Holder. b. Vitamins, Supplements and Steroids (1) "Bodily injury," "property damage"or"personal and advertising injury" based upon or arising out of, in whole orin part, the production, testing or manufacture of vitamins, minerals, herbal supplements, medicinal supplements or nutritional supplements. (2) "Bodily injury," "property damage" or "personal and advertising injury" based upon or arising out of, in whole or in part, the production, recommendation, selling, testing, promotion, solicitation, or manufacture of steroids. c. Improper Fees, Dues and Expenses "Bodily injury," "property damage" and "personal and advertising injury" based upon or arising out of, in whole or in part, improper fees, dues, and expenses incurred or charged by an insured. d. Communicable Disease (1) "Bodily injury," "property damage" or"personal and advertising injury" arising out of any "communicable disease," including but not limited to the following: (a) Acquired Immune Deficiency Syndrome (AIDS); (b) Human Immunodeficiency Virus (HIV); or (c) Hepatitis. (2) This exclusion applies even if such damages arise or are alleged to arise as a result of the insureds' negligent hiring, placement, training, supervision, act, error or omission or alleged sexual and/or physical abuse. (3) For purposes of this exclusion, "communicable disease" means an infectious disease transmittable from person to person by direct contact with an affected person or that person's discharges or body fluids. e. Fungi or Bacteria Page 2 of 3 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-002 (03/09) (1) "Bodily injury," "property damage" or "personal and advertising injury" caused directly or indirectly by the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of any: (a) "Fungi," "spores," or bacteria; or (b) Substance, vapor or gas produced by or Substance, vapor or gas produced by oror arising out of any"fungi,""spores"or bacteria. (2) Loss, costs or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to, or assessing the effects of, "fungi," "spores" or bacteria, by any insured or by any other person or entity. (3) For the purposes of this exclusion, the following definitions are added: (a) "Fungi" means any type or form of fungus, including mold or mildew and any mycotoxins, "spores,"scents or byproducts produced or released by"fungi." (b) "Spores" means reproductive bodies produced by or arising out of"fungi." This exclusion does not apply to any"fungi," "spores" or bacteria that are on, or are contained in, an edible good or edible product intended for human or animal consumption. Page 3 of 3 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-003 (01/07) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FITNESS AND WELLNESS LIABILITY INSURANCE EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to Paragraph 1. Insuring Agreement of SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: "Bodily injury" or"property damage" arising out of the rendering of or failure to render "professional training services" shall be deemed to be caused by an "occurrence." B. For the purpose of determining the Limits of Insurance for the coverage provided by this endorsement, any act or omission together with all related acts or omissions in the furnishing of these "professional training services"to any one person will be considered one "occurrence." C. For purposes of this endorsement, "professional training services" means any service, advice, or instruction relating to physical fitness. Page 1 of 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-005 (01/07) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PUNITIVE DAMAGES EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY; and Paragraph 2. Exclusions of SECTION I - COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY: 2. Exclusions This insurance does not apply to: Punitive Damages Any punitive, treble or exemplary damages, whether or not such punitive, treble or exemplary damages arise out of any obligation to share damages with or repay someone else who must pay damages. Page 1 of 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-006 (01/07) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY SEXUAL ABUSE ENDORSEMENT This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part SCHEDULE Sexual Abuse Limits of Insurance Sexual Abuse Each Occurrence Limit: $100,000 Sexual Abuse Aggregate Limit $300,000 A. Except as otherwise provided by this endorsement, this policy does not apply to "bodily injury," "property damage" or"personal and advertising injury" caused by, based upon or arising, in whole or in part, out of any: 1. Actual, threatened or alleged "sexual abuse" or"sexual harassment"; or 2. "Negligent employment" of any person who caused or commits or is alleged to have caused or committed "sexual abuse" or"sexual harassment." As respects coverage afforded by this endorsement, the following changes apply to the COMMERCIAL GENERAL LIABILITY COVERAGE FORM: B. Paragraph 1. of Section I — Coverages — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of"bodily injury"to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages, including any"suit" alleging that the "bodily injury" arose out of"sexual abuse" caused or committed by the insured. However, we will have no duty to defend or continue to defend any insured against: (1) any"suit" seeking damages for"bodily injury"to which this insurance does not apply; (2) any"suit"for which the insured is found to have in fact caused or committed an act of "sexual abuse"; or (3) any"suit"for which the insured has admitted to have in fact caused or committed an act of"sexual abuse." We may, at our discretion, investigate any"occurrence" and settle any claim or"suit"that may result. But: Page 1 of 4 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-006 (01/07) (a) The amount we will pay for damages is limited as described in Section F—Limits Of Insurance of this endorsement; and (b) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or"defense expenses" under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided under Section D of this endorsement — Supplementary Payments — Coverage A and B. b. This insurance applies to "bodily injury" only if: (1) the "bodily injury" is caused by an "occurrence"that first commences in the "coverage territory" at a specific date and time on or after the effective date of this endorsement and during the policy period; (2) the "bodily injury" arises out of "sexual abuse" caused or committed by your "employee"; and (3) the "sexual abuse" arises out of your"negligent employment"of that"employee." C. The insurance provided by this endorsement is subject to the following additional exclusions: 2. Exclusions This insurance does not apply to: a. Any person who: (1) Has admitted to or been found guilty of, or pled guilty or nolo contendere to any act involving "sexual abuse"; (2) Participated in, directed or knowingly allowed "sexual abuse"; or (3) Has failed to comply with any applicable law, ordinance or regulation which requires the reporting of"sexual abuse" after having knowledge of the "sexual abuse." b. Any expense associated with a criminal trial, proceeding or investigation, or to any expense for appeals for any"suit" against you or any person insured. c. Any claim for damages arising out of"sexual abuse"which is part of a series of related acts of"sexual abuse" if the first of such series of acts took place before the effective date of this endorsement. d. Any claim for damages arising out of"sexual abuse" alleged to have been caused or committed by any"employee"who had previously committed such an act of which any insured had knowledge. e. Any liability of others assumed by you under any contract or agreement, either oral or written. f. Any claim made against an insured by another insured. g. Any"sexual abuse" caused or committed by or which is alleged to have been caused or committed by any independent contractor or employee or agent of such independent contractor. h. "Sexual harassment." i. "Bodily injury" arising from any violation or alleged violation of the civil rights of any person. Page 2 of 4 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-006 (01/07) D. SUPPLEMENTARY PAYMENTS -COVERAGES A AND B With respect to the insurance provided by this endorsement, Paragraph 1.a. and Paragraph 2. of Section I—Supplementary Payments— Coverages A and B are deleted. E. WHO IS AN INSURED With respect to the insurance provided by this endorsement, Paragraph 2. of Section II —Who Is An Insured is deleted. F. LIMITS OF INSURANCE For purposes of the coverage provided by this endorsement, the following is added to Section III — Limits Of Insurance of the COMMERCIAL GENERAL LIABILITY COVERAGE FORM and applies solely to this coverage: 1. The Sexual Abuse Limits of Insurance shown in the SCHEDULE of this endorsement and the rules below fix the most we will pay for damages and "defense expenses", regardless of the number of: a. Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing "suits." 2. The Sexual Abuse Aggregate Limit shown in the SCHEDULE of this endorsement is the most we will pay for the sum of all damages and "defense expenses" because of all "bodily injury" arising out of"sexual abuse." 3. Subject to 2. above, the Sexual Abuse Each Occurrence Limit shown in the SCHEDULE of this endorsement is the most we will pay for the sum of all damages and "defense expenses" because of all "bodily injury" arising out of"sexual abuse"from any one "occurrence." 4. Subject to 1., 2., and 3. above, covered damages for which insurance is afforded by this endorsement will apply against and reduce the General Aggregate Limit of this policy, as described in Paragraph 2. of Section III— Limits Of Insurance of the COMMERCIAL GENERAL LIABILITY COVERAGE FORM. The Limits of Insurance of this endorsement apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed to be part of the last preceding period for purposes of determining the Limits of Insurance. G. For purposes of the coverage provided by this endorsement, the following definitions are added to Section V— Definitions of the COMMERCIAL GENERAL LIABILITY COVERAGE FORM: 1. "Defense expenses" means: a. Fees, costs and expenses charged by attorneys retained by us; and b. Reasonable and necessary fees, costs and expenses resulting from the investigation, adjustment, defense or appeal of a claim. "Defense expenses" do not include: a. Salaries, loss of earnings, reimbursement for the insured's time or attendance required at any investigation, defense or appearance; or b. Other remuneration by or to any insured. Page 3 of 4 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-006 (01/07) 2. "Negligent employment" means negligent selection, investigation, supervision, training or retention of an "employee." 3. "Sexual abuse" means actual or alleged physical abuse arising out of a single, continuous or repeated exposure of one or more persons to acts of a sexual nature involving inappropriate physical contact caused by or committed by: a. One person; or b. Two or more persons acting together or in related acts or series of acts. All related, interrelated, repeated or continuous episodes of "sexual abuse" involving the same claimant or perpetrator shall be deemed to be a single "occurrence." 4. "Sexual harassment" means inappropriate non-physical actions or verbal comments or suggestions of a sexual nature. H. For purposes of the coverage provided by this endorsement, Paragraph 13. of Section V — Definitions of the COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended to include: 13. "Occurrence" means any act of"sexual abuse." Page 4 of 4 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-007 (01/07) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SPECIFIC CLAIMANT EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusions are added to Paragraph 2. Of SECTION I — COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY. 2. Exclusions This insurance does not apply to: Any actual or alleged "personal and advertising injury" asserted by or on behalf of Bikram Choudhury, Rajashree Choudhury, their corporations, subsidiaries, affiliates or other related business enterprises or successors in interest. Page 1 of 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-008 (01/07) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. VIOLATION OF COMMUNICATION OR INFORMATION LAW EXCLUSION This endorsement modifies insurance provided under the: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Exclusions of Section I — Coverage A — Bodily Injury and Property Damage Liability and Coverage B — Personal and Advertising Injury Liability, Paragraph 2.: 2. Exclusions: This insurance does not apply to: Violation of Communication or Information Law "Bodily injury", "property damage or"personal and advertising injury" resulting from or arising out of any actual or alleged violation of: A. The federal Telephone Consumer Protection Act(47 U.S.C. § 227), Drivers Privacy Protection Act (18 U.S.C.§ 2721-2725) or Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701, et seq.); or B. Any other federal, state, or local statute, regulation or ordinance that imposes liability for the: (1) unlawful use of telephone, electronic mail, internet, computer, facsimile machine or other communication or transmission device; or (2) unlawful use, collection, dissemination, disclosure or re-disclosure of personal information in any manner by any insured or on behalf of any insured. Page 1 of 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC PI-FW-009 (06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY Blanket Additional Insured Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION II —WHO IS AN INSURED is amended to include the following as an additional insured, but only with respect to liability arising out of your operations, and in accordance with a required Certificate of Insurance: 1. Managers, Owners or Lessors of the Premises Leased, Rented, or Loaned to You, but only with respect to that part of the premises leased, rented or loaned to you subject to the following additional exclusions: This insurance does not apply to: a. Any "occurrence"which takes place after you cease to be a tenant in that premises; b. Structural alterations, new construction or demolition operations performed by or on behalf of the manager, owner or lessor of the premises; c. Any design defect or structural maintenance of the premises or loss caused by a premises defect. 2. Lessor of Leased Equipment, but only with respect to liability for"bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s) subject to the following additional exclusions: This insurance does not apply to: Any"occurrence"which takes place after the equipment lease expires. 3. Sponsors, but only with respect to their liability as a sponsor to you. 4. Co-Promoters, but only with respect to their liability as a co—promoter to you 5. Subcontractors 6. Grantor of Franchise, but only with respect to their liability as grantor of franchise to you. With respect to any additional insured covered under this policy, this insurance does not apply to the sole negligence of such additional insured. Page 1 of 1 DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 08/25/2016 PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION Maguire Insurance Agency,Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 27101 Puerta Real Suite 200 HOLDER. THIS CERTIFICATE DOES NOT AMMEND, EXTEND OR Mission Viejo,CA 92691- ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 877.438.7459 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A:Philadelphia Indemnity Insurance Company 18058 Rena Springer INSURER B: 1101 Exchange Place Apt 838 INSURER C: Durham,NC 27713- INSURER D: INSURER E: COVERAGES 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 CERIFICATION 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/YYYY) DATE(MM/DD/YYYY) LIMITS A X GENERAL LIABILITY PHPK1542474- 08/31/2016 08/31/2017 EACH OCCURENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY 000 P RENTED PRREMEMISS E ES((E Ea occurrence) $100,000 CLAIMS MADE © OCCUR MED EXP(Any one person) $2,500 X PROFESSIONAL LIABILITY PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $3,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS—COMP/OP AGG $3,000,000 7 POLICY n PROJECT n LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (EA accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY—EA ACCIDENT ANY AUTO OTHER THAN EA ACC AUTO ONLY: AGG EXCESS/UMBRELLA LIABILITY EACH OCCURENCE 7 OCCUR n CLAIMS MADE AGGREGATE DEDUCTIBLE RETENTION WORKERS C MPENSATION AND WC STATU- OTH- EMPLOYERS'LIABILITY Y/N I TORY LIMITS I I ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L.EACH ACCIDENT (Mandatory in NH) E.L.DISEASE—EA AMPLOYEE If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE—POLICY LIMIT OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS It is understood and agreed that the following entity is added as an additional insured but only with respect(s)to the operations of the named insured except that liability resulting from the additional insured's sole negligence. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2009/01) © 1988-2009 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:8C7A270E-432E-42E0-A5B7-5136E53010EC IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009/01)