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HomeMy WebLinkAbout2020-110-E AMS - TRI Solutions Animal Services flooringRevised 11/19 1 [Departmental Use Only] TITLE Epoxy Flooring FY 2020 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 30th day of January, 2020, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and TRI Solutions, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Animal Services-1601 Eubanks Rd- Labor and materials to install SoySTEP epoxy flooring in treatment, spay and neuter, and surgery rooms. ii) By executing this Agreement, the 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED Revised 11/19 2 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in 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. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out and/or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign and/or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED Revised 11/19 3 within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Labor and materials to install SoySTEP epoxy flooring in treatment, spay and neuter, and surgery rooms 4. Duration of Services a. Term. The term of this Agreement shall be from 2/3/2020 to 2/28/2020. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 2/3/2020. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Eleven Thousand Five Hundred Fifty Dollars ($11,550.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. 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. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Paul Sorrell ) to act as the County's representative with respect to the Project and shall have the authority to render DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED Revised 11/19 4 decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. 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 http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (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. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED Revised 11/19 5 i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are 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 identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. 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 non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy 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. DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED Revised 11/19 6 d. 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. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. 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. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED Revised 11/19 7 j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Paul Sorrell TRI Solutions P.O. Box 8181 712 Summit Ave Hillsborough, NC 27278 Kinston, NC 29212 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED Revised 11/19 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ By: __________________________________ TRI Solutions Printed Name and Title DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED 12/31/2019 Jake A Parrott Insurance Agency Inc 2508 N HERRITAGE STREET PO BOX 3547 KINSTON NC 28502 Sherry Whaley, AAI, CRIS (252) 523-1041 (252) 523-0145 swhaley@parrottins.com TRI SOLUTIONS INC DBA TILE RESTORATION 712 SUMMIT AVE KINSTON NC 28501-3134 EMPLOYERS MUTUAL CASUALTY CO 21415 ACCIDENT FUND INSURANCE CO OF AMERICA 10166 MASTER 20 21 A Y 5D86997 01/01/2020 01/01/2021 1,000,000 500,000 10,000 1,000,000 2,000,000 2,000,000 A Y 5E86997 01/01/2020 01/01/2021 1,000,000 Medical payments 5,000 A 5J86997 01/01/2020 01/01/2021 2,000,000 2,000,000 B Y WCV6152738 01/01/2020 01/01/2021 1,000,000 1,000,000 1,000,000 A INLAND MARINE/INSTALLATION FLOATER 5C86997 01/01/2020 01/01/2021 CATASTROPHE-JOB LT $ 57,000. DEDUCTIBLE $ 500. ORANGE COUNTY IS INCLUDED, AS AN ADDITIONAL INSURED AS PERTAINS TO GENERAL LIABILITY, ON A PRIMARY & NON-CONTRIBUTORY BASIS, INCLUDING PRODUCTS & COMPLETED OPERATIONS, VIA A WRITTEN CONTRACT IN PLACE WITH THIS REQUIREMENT INCLUDED. ORANGE COUNTY IS LISTED AS AN ADDITIONAL INSURED AS PERTAINS TO AUTO LIABILITY, VIA A WRITTEN CONTRACT IN PLACE WITH THIS REQUIREMENT INCLUDED. WAIVER OF SUBROGATION IN FAVOR OF ADDITIONAL INSURED APPLIES TO GENERAL AND AUTO LIABILITY AND WORKER'S COMPENSATION, VIA A WRITTEN CONTRACT IN PLACE WITH THIS REQUIREMENT INCLUDED. EXCLUDED OFFICERS IN WORKER'S COMPENSATION COVERAGE: DAVID ALBRITTON & CHARLES ALBRITTON III. ORANGE COUNTY PO BOX 8181 HILLSBOROUGH NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ELITE EXTENSION  CG7578(6-17) ,QFOXGHVFRS\ULJKWHGPDWHULDORI,623URSHUWLHV,QFZLWKLWVSHUPLVVLRQPage 1 of 6 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended to include the following clarifications and extensions of coverage. The provisions of the Coverage Form apply unless modified by endorsement. A. EXPECTED OR INTENDED INJURY Section I – Coverage A, Exclusion a. is amended as follows: a. “Bodily injury” or “property damage” expected or intended from the standpoint of an insured. This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property. B. NON-OWNED WATERCRAFT Section I – Coverage A, Exclusion g.(2) is amended as follows: (2) A watercraft you do not own that is: (a) Less than 60 feet long; and (b) Not being used to carry person(s) or property for a charge; C. EXTENDED PROPERTY DAMAGE COVERAGE Section I – Coverage A, Exclusions j.(3) and (4) is amended to add the following: Paragraphs (3) and (4) of this exclusion do not apply to tools or equipment loaned to you, provided they are not being used to perform operations at the time of loss. SCHEDULE Limits Of Insurance Deductible $5,000 Each Occurrence $250 Per Claim $10,000 Annual Aggregate a. The each occurrence limit listed above is the most we will pay for all damages because of “property damage” to property in the care, custody and control of or property loaned to an insured as the result of any one “occurrence”, regardless of the number of: (1) insureds; (2) claims made or “suits” brought; (3) persons or organizations making claims or bringing “suits”. The aggregate limit listed above is the most we will pay for all damages because of “property damage” to property in the care custody and control of or property loaned to an insured during the policy period. Any payment we make for damages because of “property damage” to property in the care, custody and control of or property loaned to an insured will apply against the General Aggregate Limit shown in the declarations. b. Our obligation to pay damages on your behalf applies only to the amount of damages in excess of the deductible amount listed above. We may pay any part or all of the deductible amount listed above. We may pay any part or all of the deductible amount to effect settlement of any claim or “suit” and upon notification by us, you will promptly reimburse us for that part of the deductible we paid. c. If two or more coverages apply under one "occurrence", only the highest per claim deductible applicable to these coverages will apply. d. Insurance provided by this provision is excess over any other insurance, whether primary, excess, contingent or any other basis. Since insurance provided by this endorsement is excess, we will have no duty to defend any claim or “suit” to which insurance provided by this endorsement applies if any other insurer has a duty to defend such a claim or “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. D. PROPERTY DAMAGE −−−− ELEVATORS Section I – Coverage A.2. Exclusions paragraphs j.(3), j.(4), j.(6) and k. do not apply to use of elevators. This insurance afforded by this provision is excess over any valid and collectible property insurance (including any deductible) available to the insured and Section IV – Commercial General Liability Conditions Paragraph 4. Other Insurance is changed accordingly. DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED  CG7578(6-17) ,QFOXGHVFRS\ULJKWHGPDWHULDORI,623URSHUWLHV,QFZLWKLWVSHUPLVVLRQPage 2 of 6 E. FIRE, LIGHTNING OR EXPLOSION DAMAGE Except where it is used in the term “hostile fire”, the word fire includes fire, lightning or explosion wherever it appears in the Coverage Form. Under Section I – Coverage A, the last paragraph (after the exclusions) is replaced with the following: Exclusions c. through n. do not apply to damage by fire, smoke or leakage from automatic fire protection systems 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. F. MEDICAL PAYMENTS If Section I – Coverage C. Medical Payments Coverage is not otherwise excluded from this Coverage Form: The requirement, in the Insuring Agreement of Coverage C., that expenses must be incurred and reported to us within one year of the accident date is changed to three years. G. SUPPLEMENTARY PAYMENTS Supplementary Payments – Coverages A and B Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $5,000 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. 1.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 $500 a day because of time off from work. H. SUBSIDIARIES AS INSUREDS Section II – Who Is An Insured is amended to add the following: 1.f. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of this policy. However, insured does not include any subsidiary that is an insured under any other general liability policy, or would have been an insured under such a policy but for termination of that policy or the exhaustion of that policy’s limits of liability. I. BLANKET ADDITIONAL INSUREDS – AS REQUIRED BY CONTRACT 1. Section II – Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) subject to provisions in Paragraph 2. below, (hereinafter referred to as additional insured) when you and such person(s) or organization(s) have agreed in a written contract or written agreement that such person(s) or organization(s) be added as an additional insured on your policy provided that the written contract or agreement is: a. Currently in effect or becomes effective during the policy period; and b. Executed prior to an “occurrence” or offense to which this insurance would apply. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; and c. Applies only if the person or organization is not specifically named as an additional insured under any other provision of, or endorsement added to, Section II – Who Is An Insured of this policy. 2. As provided herein, the insurance coverage provided to such additional insureds is limited to: a. Any Controlling Interest, but only with respect to their liability arising out of their financial control of you; or premises they own, maintain, or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. b. Any architect, engineer, or surveyor engaged by you but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED  CG7578(6-17) ,QFOXGHVFRS\ULJKWHGPDWHULDORI,623URSHUWLHV,QFZLWKLWVSHUPLVVLRQPage 3 of 6 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", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. c. Any manager or lessor of a premises leased to you, but only with respect to liability arising out of the ownership, maintenance or use of that part of a premises leased to you, subject to the following additional exclusions: This insurance does not apply to: (1) Any “occurrence” which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. d. Any state or governmental agency or subdivision or political subdivision, subject to the following: (1) This insurance applies only with respect to the following hazards for which any state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or (b) The construction, erection or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance. (2) This insurance applies only with respect to operations performed by you or on your behalf for which any state or governmental agency or subdivision or political subdivision has issued a permit or authorization. This insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products- completed operations hazard". e. Any vendor, but only with respect to “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor’s business. With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1) The insurance afforded any vendor does not apply to: (a) "Bodily injury" or "property damage" for which any vendor 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 that any vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by any vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as any vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at any vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for any vendor; or DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED  CG7578(6-17) ,QFOXGHVFRS\ULJKWHGPDWHULDORI,623URSHUWLHV,QFZLWKLWVSHUPLVVLRQPage 4 of 6 (h) "Bodily injury" or "property damage" arising out of the sole negligence of any vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as any vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. f. Any Mortgagee, Assignee Or Receiver, but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of the premises by you. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. g. Any Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: (1) This insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. h. Any person or organization from whom you lease 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). A person’s or organization’s status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any “occurrence” which takes place after the equipment lease expires. i. Any Owners, Lessees, or Contractors for whom you are performing operations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. 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", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. (2) "Bodily injury" or "property damage" occurring after: DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED  CG7578(6-17) ,QFOXGHVFRS\ULJKWHGPDWHULDORI,623URSHUWLHV,QFZLWKLWVSHUPLVVLRQPage 5 of 6 (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. j. Any Grantor of Licenses to you, but only with respect to their liability as grantor of licenses to you. Their status as additional insured under this endorsement ends when: 1. The license granted to you by such person(s) or organization(s) expires; or 2. Your license is terminated or revoked by such person(s) or organization(s) prior to expiration of the license as stipulated by the contract or agreement. k. Any Grantor of Franchise, but only with respect to their liability as grantor of a franchise to you. l. Any Co-owner of Insured Premises, but only with respect to their liability as co- owner of any insured premises. m. Any Concessionaires Trading Under Your Name, but only with respect to their liability as a concessionaire trading under your name. 3. Any insurance provided to any additional insured does not apply to “bodily injury”, “property damage” or “personal and advertising injury” arising out of the sole negligence or willful misconduct of the additional insured or its agents, “employees” or any other representative of the additional insured. 4. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits of Insurance: If coverage provided to any additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. J. COVERAGE FOR INJURY TO CO-EMPLOYEES AND/OR YOUR OTHER VOLUNTEER WORKERS Section II – Who is an Insured, Paragraph 2.a. (1) is amended to add the following: e. Paragraphs (a), (b), and (c) do not apply to your “employees” or “volunteer workers” with respect to “bodily injury” to a co-“employee” or other “volunteer worker”. Damages owed to an injured co-"employee" or "volunteer worker" will be reduced by any amount paid or available to the injured co- "employee" or “volunteer worker" under any other valid and collectible insurance. K. HEALTH CARE SERVICE PROFESSIONALS AS INSUREDS - INCIDENTAL MALPRACTICE Section II – Who is an Insured, Paragraph 2.a. (1) (d) is amended as follows: This provision does not apply to Nurses, Emergency Medical Technicians, or Paramedics who provide professional health care services on your behalf. However this exception does not apply if you are in the business or occupation of providing any such professional services. L. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Section II – Who Is An Insured, Paragraph 3.a. is replaced by the following: 3.a. Coverage under this provision is afforded until the end of the policy period. This provision does not apply if newly formed or acquired organizations coverage is excluded either by the provisions of the Coverage Form or by endorsements. M. DAMAGE TO PREMISES RENTED TO YOU Section III – Limits of Insurance, Paragraph 6. is replaced by the following: Subject to 5.a. above, the Damage To Premises Rented To You Limit, or $500,000, whichever is higher, 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, smoke or leakage from automatic protection systems, while rented to you or temporarily occupied by you with permission of the owner. N. MEDICAL PAYMENTS – INCREASED LIMITS Section III – Limits of Insurance, Paragraph 7. is replaced by the following: 7. Subject to Paragraph 5. above, $10,000 is the Medical Expense Limit we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, unless the amount shown on the Declarations of this Coverage Part for Medical Expense Limit states: DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED  CG7578(6-17) ,QFOXGHVFRS\ULJKWHGPDWHULDORI,623URSHUWLHV,QFZLWKLWVSHUPLVVLRQPage 6 of 6 (a) No Coverage; or (b) $1,000; or (c) $5,000; or (d) A limit higher than $10,000. O. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV – Commercial General Liability Conditions Paragraph 2. is amended to add the following: e. The requirement in Condition 2.a. that 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, applies only when the “occurrence” or offense is known to: (1) You, if you are an individual or a limited liability company; (2) A partner, if you are a partnership; (3) A member or manager, if you are a limited liability company; (4) An “executive officer” or insurance manager, if you are a corporation; or (5) A trustee, if you are a trust. f. The requirement in Condition 2.b. that you must see to it that we receive notice of a claim or “suit” as soon as practicable will not be considered breached unless the breach occurs after such claim or “suit” is known to: (1) You, if you are an individual or a limited liability company; (2) A partner, if you are a partnership; (3) A member or manager, if you are a limited liability company; (4) An “executive officer” or insurance manager, if you are a corporation; or (5) A trustee, if you are a trust. P. PRIMARY AND NONCONTRIBUTORY – ADDITIONAL INSURED EXTENSION Section IV – Commercial General Liability Conditions Paragraph 4. Other Insurance is amended to add the following: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. However, if the additional insured has been added as an additional insured on other policies, whether primary, excess, contingent or on any other basis, this insurance is excess over any other insurance regardless of the written agreement between you and an additional insured. Q. UNINTENTIONAL FAILURE TO DISCLOSE EXPOSURES Section IV – Commercial General Liability Conditions Paragraph 6. Representations is amended to add the following: If you unintentionally fail to disclose any exposures existing at the inception date of your policy, we will not deny coverage under the Coverage Form solely because of such failure to disclose. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. This provision does not apply to any known injury or damage which is excluded under any other provision of this policy. R. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Section IV – Commercial General Liability Condition Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". S. MENTAL ANGUISH Section V – Definition 3. is replaced by the following: “Bodily injury” means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from bodily injury, sickness or disease. T. LIBERALIZATION If we revise this endorsement to provide greater coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ELITE EXTENSION  CG7578(6-17) ,QFOXGHVFRS\ULJKWHGPDWHULDORI,623URSHUWLHV,QFZLWKLWVSHUPLVVLRQPage 1 of 6 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended to include the following clarifications and extensions of coverage. The provisions of the Coverage Form apply unless modified by endorsement. A. EXPECTED OR INTENDED INJURY Section I – Coverage A, Exclusion a. is amended as follows: a. “Bodily injury” or “property damage” expected or intended from the standpoint of an insured. This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property. B. NON-OWNED WATERCRAFT Section I – Coverage A, Exclusion g.(2) is amended as follows: (2) A watercraft you do not own that is: (a) Less than 60 feet long; and (b) Not being used to carry person(s) or property for a charge; C. EXTENDED PROPERTY DAMAGE COVERAGE Section I – Coverage A, Exclusions j.(3) and (4) is amended to add the following: Paragraphs (3) and (4) of this exclusion do not apply to tools or equipment loaned to you, provided they are not being used to perform operations at the time of loss. SCHEDULE Limits Of Insurance Deductible $5,000 Each Occurrence $250 Per Claim $10,000 Annual Aggregate a. The each occurrence limit listed above is the most we will pay for all damages because of “property damage” to property in the care, custody and control of or property loaned to an insured as the result of any one “occurrence”, regardless of the number of: (1) insureds; (2) claims made or “suits” brought; (3) persons or organizations making claims or bringing “suits”. The aggregate limit listed above is the most we will pay for all damages because of “property damage” to property in the care custody and control of or property loaned to an insured during the policy period. Any payment we make for damages because of “property damage” to property in the care, custody and control of or property loaned to an insured will apply against the General Aggregate Limit shown in the declarations. b. Our obligation to pay damages on your behalf applies only to the amount of damages in excess of the deductible amount listed above. We may pay any part or all of the deductible amount listed above. We may pay any part or all of the deductible amount to effect settlement of any claim or “suit” and upon notification by us, you will promptly reimburse us for that part of the deductible we paid. c. If two or more coverages apply under one "occurrence", only the highest per claim deductible applicable to these coverages will apply. d. Insurance provided by this provision is excess over any other insurance, whether primary, excess, contingent or any other basis. Since insurance provided by this endorsement is excess, we will have no duty to defend any claim or “suit” to which insurance provided by this endorsement applies if any other insurer has a duty to defend such a claim or “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. D. PROPERTY DAMAGE −−−− ELEVATORS Section I – Coverage A.2. Exclusions paragraphs j.(3), j.(4), j.(6) and k. do not apply to use of elevators. This insurance afforded by this provision is excess over any valid and collectible property insurance (including any deductible) available to the insured and Section IV – Commercial General Liability Conditions Paragraph 4. Other Insurance is changed accordingly. DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED  CG7578(6-17) ,QFOXGHVFRS\ULJKWHGPDWHULDORI,623URSHUWLHV,QFZLWKLWVSHUPLVVLRQPage 2 of 6 E. FIRE, LIGHTNING OR EXPLOSION DAMAGE Except where it is used in the term “hostile fire”, the word fire includes fire, lightning or explosion wherever it appears in the Coverage Form. Under Section I – Coverage A, the last paragraph (after the exclusions) is replaced with the following: Exclusions c. through n. do not apply to damage by fire, smoke or leakage from automatic fire protection systems 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. F. MEDICAL PAYMENTS If Section I – Coverage C. Medical Payments Coverage is not otherwise excluded from this Coverage Form: The requirement, in the Insuring Agreement of Coverage C., that expenses must be incurred and reported to us within one year of the accident date is changed to three years. G. SUPPLEMENTARY PAYMENTS Supplementary Payments – Coverages A and B Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $5,000 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. 1.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 $500 a day because of time off from work. H. SUBSIDIARIES AS INSUREDS Section II – Who Is An Insured is amended to add the following: 1.f. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of this policy. However, insured does not include any subsidiary that is an insured under any other general liability policy, or would have been an insured under such a policy but for termination of that policy or the exhaustion of that policy’s limits of liability. I. BLANKET ADDITIONAL INSUREDS – AS REQUIRED BY CONTRACT 1. Section II – Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) subject to provisions in Paragraph 2. below, (hereinafter referred to as additional insured) when you and such person(s) or organization(s) have agreed in a written contract or written agreement that such person(s) or organization(s) be added as an additional insured on your policy provided that the written contract or agreement is: a. Currently in effect or becomes effective during the policy period; and b. Executed prior to an “occurrence” or offense to which this insurance would apply. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; and c. Applies only if the person or organization is not specifically named as an additional insured under any other provision of, or endorsement added to, Section II – Who Is An Insured of this policy. 2. As provided herein, the insurance coverage provided to such additional insureds is limited to: a. Any Controlling Interest, but only with respect to their liability arising out of their financial control of you; or premises they own, maintain, or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. b. Any architect, engineer, or surveyor engaged by you but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED  CG7578(6-17) ,QFOXGHVFRS\ULJKWHGPDWHULDORI,623URSHUWLHV,QFZLWKLWVSHUPLVVLRQPage 3 of 6 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", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. c. Any manager or lessor of a premises leased to you, but only with respect to liability arising out of the ownership, maintenance or use of that part of a premises leased to you, subject to the following additional exclusions: This insurance does not apply to: (1) Any “occurrence” which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. d. Any state or governmental agency or subdivision or political subdivision, subject to the following: (1) This insurance applies only with respect to the following hazards for which any state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or (b) The construction, erection or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance. (2) This insurance applies only with respect to operations performed by you or on your behalf for which any state or governmental agency or subdivision or political subdivision has issued a permit or authorization. This insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products- completed operations hazard". e. Any vendor, but only with respect to “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor’s business. With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1) The insurance afforded any vendor does not apply to: (a) "Bodily injury" or "property damage" for which any vendor 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 that any vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by any vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as any vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at any vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for any vendor; or DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED  CG7578(6-17) ,QFOXGHVFRS\ULJKWHGPDWHULDORI,623URSHUWLHV,QFZLWKLWVSHUPLVVLRQPage 4 of 6 (h) "Bodily injury" or "property damage" arising out of the sole negligence of any vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as any vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. f. Any Mortgagee, Assignee Or Receiver, but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of the premises by you. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. g. Any Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: (1) This insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. h. Any person or organization from whom you lease 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). A person’s or organization’s status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any “occurrence” which takes place after the equipment lease expires. i. Any Owners, Lessees, or Contractors for whom you are performing operations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. 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", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. (2) "Bodily injury" or "property damage" occurring after: DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED  CG7578(6-17) ,QFOXGHVFRS\ULJKWHGPDWHULDORI,623URSHUWLHV,QFZLWKLWVSHUPLVVLRQPage 5 of 6 (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. j. Any Grantor of Licenses to you, but only with respect to their liability as grantor of licenses to you. Their status as additional insured under this endorsement ends when: 1. The license granted to you by such person(s) or organization(s) expires; or 2. Your license is terminated or revoked by such person(s) or organization(s) prior to expiration of the license as stipulated by the contract or agreement. k. Any Grantor of Franchise, but only with respect to their liability as grantor of a franchise to you. l. Any Co-owner of Insured Premises, but only with respect to their liability as co- owner of any insured premises. m. Any Concessionaires Trading Under Your Name, but only with respect to their liability as a concessionaire trading under your name. 3. Any insurance provided to any additional insured does not apply to “bodily injury”, “property damage” or “personal and advertising injury” arising out of the sole negligence or willful misconduct of the additional insured or its agents, “employees” or any other representative of the additional insured. 4. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits of Insurance: If coverage provided to any additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. J. COVERAGE FOR INJURY TO CO-EMPLOYEES AND/OR YOUR OTHER VOLUNTEER WORKERS Section II – Who is an Insured, Paragraph 2.a. (1) is amended to add the following: e. Paragraphs (a), (b), and (c) do not apply to your “employees” or “volunteer workers” with respect to “bodily injury” to a co-“employee” or other “volunteer worker”. Damages owed to an injured co-"employee" or "volunteer worker" will be reduced by any amount paid or available to the injured co- "employee" or “volunteer worker" under any other valid and collectible insurance. K. HEALTH CARE SERVICE PROFESSIONALS AS INSUREDS - INCIDENTAL MALPRACTICE Section II – Who is an Insured, Paragraph 2.a. (1) (d) is amended as follows: This provision does not apply to Nurses, Emergency Medical Technicians, or Paramedics who provide professional health care services on your behalf. However this exception does not apply if you are in the business or occupation of providing any such professional services. L. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Section II – Who Is An Insured, Paragraph 3.a. is replaced by the following: 3.a. Coverage under this provision is afforded until the end of the policy period. This provision does not apply if newly formed or acquired organizations coverage is excluded either by the provisions of the Coverage Form or by endorsements. M. DAMAGE TO PREMISES RENTED TO YOU Section III – Limits of Insurance, Paragraph 6. is replaced by the following: Subject to 5.a. above, the Damage To Premises Rented To You Limit, or $500,000, whichever is higher, 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, smoke or leakage from automatic protection systems, while rented to you or temporarily occupied by you with permission of the owner. N. MEDICAL PAYMENTS – INCREASED LIMITS Section III – Limits of Insurance, Paragraph 7. is replaced by the following: 7. Subject to Paragraph 5. above, $10,000 is the Medical Expense Limit we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, unless the amount shown on the Declarations of this Coverage Part for Medical Expense Limit states: DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED  CG7578(6-17) ,QFOXGHVFRS\ULJKWHGPDWHULDORI,623URSHUWLHV,QFZLWKLWVSHUPLVVLRQPage 6 of 6 (a) No Coverage; or (b) $1,000; or (c) $5,000; or (d) A limit higher than $10,000. O. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV – Commercial General Liability Conditions Paragraph 2. is amended to add the following: e. The requirement in Condition 2.a. that 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, applies only when the “occurrence” or offense is known to: (1) You, if you are an individual or a limited liability company; (2) A partner, if you are a partnership; (3) A member or manager, if you are a limited liability company; (4) An “executive officer” or insurance manager, if you are a corporation; or (5) A trustee, if you are a trust. f. The requirement in Condition 2.b. that you must see to it that we receive notice of a claim or “suit” as soon as practicable will not be considered breached unless the breach occurs after such claim or “suit” is known to: (1) You, if you are an individual or a limited liability company; (2) A partner, if you are a partnership; (3) A member or manager, if you are a limited liability company; (4) An “executive officer” or insurance manager, if you are a corporation; or (5) A trustee, if you are a trust. P. PRIMARY AND NONCONTRIBUTORY – ADDITIONAL INSURED EXTENSION Section IV – Commercial General Liability Conditions Paragraph 4. Other Insurance is amended to add the following: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. However, if the additional insured has been added as an additional insured on other policies, whether primary, excess, contingent or on any other basis, this insurance is excess over any other insurance regardless of the written agreement between you and an additional insured. Q. UNINTENTIONAL FAILURE TO DISCLOSE EXPOSURES Section IV – Commercial General Liability Conditions Paragraph 6. Representations is amended to add the following: If you unintentionally fail to disclose any exposures existing at the inception date of your policy, we will not deny coverage under the Coverage Form solely because of such failure to disclose. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. This provision does not apply to any known injury or damage which is excluded under any other provision of this policy. R. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Section IV – Commercial General Liability Condition Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". S. MENTAL ANGUISH Section V – Definition 3. is replaced by the following: “Bodily injury” means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from bodily injury, sickness or disease. T. LIBERALIZATION If we revise this endorsement to provide greater coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED  DocuSign Envelope ID: 5B8D474B-F2C2-4DDD-8EA5-6B52BC730AED