Loading...
HomeMy WebLinkAbout2022-201-E-DEAPR-Eastern Turf Maintenance-Soccer field maintenanceRevised 06/21 1 [Departmental Use Only] TITLE W-10 Topdressing FY FY-21-22 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 20th day of May, 2022, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Eastern Turf Maintenance, (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): Soccer field maintenance at Soccer.com Center 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 performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B Revised 06/21 2 quality, accuracy and timely completion and 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 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 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 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 within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B Revised 06/21 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): per quote, topdress the fields at Soccer.com Center using 250 tons of topdressing sand provided by Orange County Parks & Recreation. 4. Duration of Services a. Term. The term of this Agreement shall be from May 20, 2022 to August 31, 2022. 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 June 1, 2022. 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 seven thousand eight hundred thirty- six Dollars ($7,836.00). 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 (Daniel Culbreth, Turfgrass Manager) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B Revised 06/21 4 the County Board of Commissioners and who 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 N/A (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. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B Revised 06/21 5 remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. 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. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. 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 DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B Revised 06/21 6 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. 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 or 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 or 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. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state 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 DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B Revised 06/21 7 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. 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:Daniel Culbreth DebTeague P.O. Box 8181 PO Box 3629 Hillsborough, NC 27278 New Bern, NC 28564 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B Revised 06/21 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: _________________________________ Bonnie Hammersley By: __________________________________ Deb Teague Operations Manager Printed Name and Title DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Eastern Turf Maintenance Party/Vendor Contact Person: Deb Teague Contact Phone: 252- 247-5296 Party/Vendor Address: PO Box 3629 City New Bern State: NC Zip: 28564 Department: DEAPR Amount: $7,836.00 Purpose: Soccer field maintenance Budget Code(s): 10515020 630000 20026 Vendor # 62563 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date May 20, 2022 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to t he above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: 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: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard co pies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 5/21/2022 5/22/2022 5/23/2022 5/23/2022 etmlawncare.com PO Box 3629, New Bern, NC 28564 Greater Raleigh/New Bern/Morehead City/Greenville areas: 252.247.5296 Greater Wilmington/Leland/Shallotte areas: 910.755.5296 May 18, 2022 Daniel Culbreth Orange County Parks & Recreation Soccer.com Center 4701 West Ten Road Efland, NC 27243 Daniel: Thank you for allowing Eastern Turf Maintenance the opportunity to provide the proposal for soccer fields at the Soccer.com Center. Please review the quote below. Topdress the fields using 250 tons of topdressing sand provided by Orange County Parks & Recreation $7,836 Should you have any questions, please feel free to contact Brinkley Wagstaff at 919.605.4506 or Kenny Carrick at 336.250.9447. If you would like to utilize Eastern Turf Maintenance to provide th ese services, please sign and return a copy of this document to dfreehafer@etmlawncare.com so we can add you to our schedule. We look forward to the opportunity to work with you. _____________________________________ Signature Date Printed Name DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 04/12/2022 Business Insurers of Carolinas 800 Eastowne Drive, Suite 208 PO Box 2536 Chapel Hill NC 27515-2536 Patty Miller (919) 968-4611 (919) 968-8991 pmiller@business-insurers.com Eastern Turf Maintenance Inc. 3618 Corbin Street Raleigh NC 27612 Penn National Security 32441 PA National Mutual Cas Inc Accident Fund National Ins Co 12305 CL223734365 A Y CX9 0727704 03/15/2022 03/15/2023 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 A Y AX9 0727704 03/15/2022 03/15/2023 1,000,000 UM/UIM Coverage 100,000 B 10,000 UL90727704 03/15/2022 03/15/2023 3,000,000 3,000,000 Follows GL,AL,WC C Y Y AF WCP 100014470 01 03/15/2022 03/15/2023 1,000,000 1,000,000 1,000,000 A Leased/Rented Equipment CX9 0727704 03/15/2022 03/15/2023 $60,000 ACV Ded $500 Blanket Additional Insured including Waiver of Subrogation per written contract per attached policy forms in favor of the certificate holder. Orange County Dept of Environment Agriculture, Parks & Recreation 4710 West Ten Road Efland NC 27243 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: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 1403 1115 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2013 Page 1 of 10 Pennsylvania National Mutual Casualty Insurance Company Penn National Security Insurance Company Post Office Box 2361 Harrisburg PA 17105-2361 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY PENNPAC PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM I. Damage To Your Work The following is added to Section I – Coverages, Coverage A Bodily Injury and Property Damage Liability, Paragraph 1. Insuring Agreement: f.Damages because of “property damage” include damages the insured becomes legally obligated to pay because of “property damage” to “your work” and shall be deemed to be caused by an “occurrence”, but only if: (1) The “property damage” is the result of work performed on your behalf by a subcontractor(s) that is not a Named Insured; (2) The work performed by the subcontractor(s) is within the “products-completed operations hazard”; and (3) The “property damage” is unexpected and unintended from the standpoint of the insured. For the purposes of this coverage, the definition of “Occurrence” in SECTION V – DEFINITIONS is replaced with the following: 13.“Occurrence” means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. An accident shall include “property damage” to other than “your work” arising from “your work”. II.Limited Product Withdrawal Expense Coverage A. The following is added to Section I - Coverages LIMITED PRODUCT WITHDRAWAL EXPENSE COVERAGE 1.Insuring Agreement a.We will reimburse you for “product withdrawal expenses” incurred by you because of a “product withdrawal” to which this insurance applies. The most we will pay for “product withdrawal expenses” is $10,000 or the Limit Of Insurance shown in the Declarations or Schedule, whichever is higher. b.This insurance applies to a "product withdrawal" only if the "product withdrawal" is initiated in the "coverage territory" during the policy period because: (1) You determine that the "product withdrawal" is necessary; or (2) An authorized government entity has ordered you to conduct a "product withdrawal". c.We will reimburse "product withdrawal expenses” only if: (1) The expenses are incurred within one year of the date the "product withdrawal" was initiated; (2) The expenses are reported to us within one year of the date the expenses were incurred. Policy# CX9 0727704 DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 1403 1115 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2013 Page 2 of 10 d. The initiation of a "product withdrawal" will be deemed to have been made only at the earliest of the following times: (1) When you first announced, in any manner, to the general public, your vendors or to your employees (other than those employees directly involved in making the determination) your decision to conduct or participate in a "product withdrawal". This applies regardless of whether the determination to conduct a "product withdrawal" is made by you or is requested by a third party; or (2) When you first received, either orally or in writing, notification of an order from an authorized government entity to conduct a "product withdrawal”. e. "Product withdrawal expenses” incurred to withdraw "your products" which contain the same or substantially similar "defects" will be deemed to have arisen out of the same "product withdrawal". 2. Exclusions This insurance does not apply to "product withdrawal expenses” arising out of: a. Breach Of Warranty And Failure To Conform To Intended Purpose Any "product withdrawal" initiated due to the failure of "your product" to accomplish their intended purpose, including any breach of warranty of fitness, whether written or implied. This exclusion does not apply if such failure has caused or is reasonably expected to cause "bodily injury" or physical damage to tangible property other than "your product". b. Infringement Of Copyright, Patent, Trade Secret, Trade Dress Or Trademark Any "product withdrawal" initiated due to copyright, patent, trade secret, trade dress or trademark infringements. c. Deterioration, Decomposition Or Chemical Transformation Any "product withdrawal" initiated due to transformation of a chemical nature, deterioration or decomposition of "your product". This exclusion does not apply if it is caused by: (1) An error in manufacturing, design, or processing; (2) Transportation of "your product"; or (3) "Product tampering". d. Goodwill, Market Share, Revenue, Profit Or Redesign The costs of regaining goodwill, market share, revenue or "profit" or the costs of redesigning "your product". e. Expiration Of Shelf Life Any "product withdrawal" initiated due to expiration of the designated shelf life of "your product". f. Known Defect A "product withdrawal", initiated because of a "defect" in "your product" known to exist by the Named Insured or the Named Insured's "executive officers", prior to the date when this Coverage Part was first issued to you or prior to the time "your product" leaves your control or possession. g. Otherwise Excluded Products A recall of any specific products for which "bodily injury" or "property damage" is excluded under Coverage A Bodily Injury And Property Damage Liability by endorsement. h. Governmental Ban A recall when "your product" or a component contained within "your product" has been: DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 1403 1115 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2013 Page 3 of 10 (1) Banned from the market by an authorized government entity prior to the policy period; or (2) Distributed or sold by you subsequent to any governmental ban. i. Defense Of Claim The defense of a claim or "suit" against you for liability arising out of a "product withdrawal". j. Third Party Damages, Fines And Penalties Any compensatory damages, fines, penalties, punitive or exemplary or other non-compensatory damages imposed upon the insured. k. Pollution-Related Expenses Any loss, cost or expense due to any: (1) Request, demand, order, 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". B. For the purposes of this coverage, the following condition is added to Section IV – Commercial General Liability Conditions: Concealment Or Fraud We will not provide coverage to you, or any other insured, who at any time: 1. Engaged in fraudulent conduct; or 2. Intentionally concealed or misrepresented a material fact concerning a "product withdrawal" or "product withdrawal expenses” incurred by you. C. The following definitions are added to Section V - Definitions: 1. "Defect" means a defect, deficiency or inadequacy that creates a dangerous condition. 2. "Product tampering" is an act of intentional alteration of "your product" which has caused or is reasonably expected to cause "bodily injury" or physical injury to tangible property other than "your product". When "product tampering" is known, suspected or threatened, a "product withdrawal" will be limited to those batches of "your product" which are known or suspected to have been tampered with. 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 disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 3. "Product withdrawal" means the recall or withdrawal: a. From the market; or b. From use by any other person or organization; of "your products", or products which contain "your products", because of known or suspected "defects" in "your product", or known or suspected "product tampering", which has caused or is reasonably expected to cause "bodily injury" or physical injury to tangible property other than "your product". DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 1403 1115 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2013 Page 4 of 10 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 disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 4. "Product withdrawal expenses" means those reasonable and necessary extra expenses, listed below, paid and directly related to a "product withdrawal": a. Costs of notification; b. Costs of stationery, envelopes, production of announcements and postage or facsimiles; c. Costs of overtime paid to your regular non-salaried employees and costs incurred by your employees, including costs of transportation and accommodations; d. Costs of computer time; e. Costs of hiring independent contractors and other temporary employees; f. Costs of transportation, shipping or packaging; g. Costs of warehouse or storage space; or h. Costs of proper disposal of "your products", or products that contain "your products", that cannot be reused, not exceeding your purchase price or your cost to produce the products. 5. "Profit" means the positive gain from business operation after subtracting for all expenses. III. Non-Owned Watercraft a. Exclusion g. Paragraph (2) of Section I – Coverages, Coverage A Bodily Injury And Property Damage Liability is deleted and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; b. Paragraph III.a. applies to any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. c. Paragraphs III.a. and III.b. do not apply if the insured has any other insurance for “bodily injury” or “property damage” liability that would also apply to loss covered under this provision, whether the other insurance is primary, excess, contingent or on any other basis. In that case, this Provision III. does not provide any insurance. d. Paragraph III.c. does not apply to a policy written to apply specifically in excess of this policy. IV. Consolidated Insurance (Wrap – Up) Program The following exclusion is added to Paragraph 2. Exclusions of Section I – Coverages, Coverage A Bodily Injury And Property Damage Liability: This insurance does not apply to "bodily injury" or "property damage" arising out of either your ongoing operations or operations included within the "products-completed operations hazard" if such operations were at any time subject to a “consolidated insurance (wrap-up) program”. This exclusion applies whether or not the “consolidated insurance (wrap-up) program” provided: (1) Coverage identical to that provided by this Coverage Part; (2) Limits adequate to cover all claims; or (3) Coverage that remains in effect. This exclusion applies regardless of whether such operations are or were conducted by you or on your behalf. DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 1403 1115 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2013 Page 5 of 10 This exclusion does not apply to your operations away from a “consolidated insurance (wrap-up) program" project site incidental to the support of such a project and not included within the “consolidated insurance (wrap-up) program”. This exclusion does not apply to “bodily injur y” or “property damage” within the “products-completed operations hazard” if all coverage available to the insured for the “products-completed operations hazard” in a “consolidated insurance (wrap-up) program” has been cancelled, non-renewed or otherwise no longer applies for reasons other than the exhaustion of all available limits, whether such limits are available on a primary, excess or on any other basis. “Consolidated insurance (wrap-up) program” means any agreement or arrangement, including any contractor-controlled, owner-controlled or similar insurance program, under which some or all of the contractors working on a specific project or specific projects, are required to participate in a program to obtain insurance that: (1) Includes same or similar insurance as that provided by this Coverage Part; and (2) Is issued specifically for “bodily injury” or “property damage” arising out of such project or projects. V. Supplementary Payments Increased Limits In the Supplementary Payments - Coverages A And B provision of Section I - Coverages: a. The limit for the cost of bail bonds is changed from $250 to $2000. VI. Broad Form Named Insured a. Section II – Who Is An Insured is amended to include as an insured any organization or subsidiary thereof, other than a partnership, joint venture, or limited liability company, which is a legally incorporated entity of which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement. b. Paragraph VI.a. does not apply to injury or damage with respect to which an insured under this policy is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. c. Paragraph VI.b. does not apply to a policy written to apply specifically in excess of this policy. VII. Newly Formed or Acquired Organizations In Paragraph 3.a. of Section II - Who Is An Insured, 90th day is changed to 180th day. VIII. Incidental Malpractice Liability - Nurse, EMT, or Paramedic Paragraph 2.a.(1)(d) of Section II - Who Is An Insured is deleted and replaced by the following: (d) Arising out of his or her providing or failing to provide professional health care services. However, if you have “employees” who are a nurse, emergency medical technician or paramedic, they are an insured with respect to their providing or failing to provide professional health care services to your “employees”. IX. Automatic Additional Insureds Section II - Who Is An Insured is amended to add: a. The Lessor of Leased Equipment from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured 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 or organization. A person’s or organization’s status as an additional insured under this insurance 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. b. The Grantor of Franchise when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 1403 1115 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2013 Page 6 of 10 an additional insured on your policy. Such person or organization is an insured only with respect to their liability as grantor of a franchise to you. A person’s or organization’s status as an additional insured under this insurance ends when their contract or agreement with you for such franchise ends. c. The Manager or Lessor of premises when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. A person’s or organization’s status as an additional insured under this insurance ends when their contract or agreement with you for such leased premises ends. 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 the manager or lessor of premises. d. The Mortgagee, Assignee, or Receiver when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured 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. A person’s or organization’s status as an additional insured under this insurance ends when their contract or agreement with you for such premises ends. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. The Vendor when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured 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, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the 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 the 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 the 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 the 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; DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 1403 1115 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2013 Page 7 of 10 (f) Demonstration, installation, servicing or repair operations, except such operations performed at the 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 the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the 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 Sub-paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the 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. X. Amendment - Aggregate Limits of Insurance The General Aggregate Limit under the Section III - Limits Of Insurance applies separately to each of your: a. Projects away from premises owned by or rented to you; b. “Locations” owned by or rented to you. “Location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. XI. Electronic Data Liability a. Exclusion 2.p. of Coverage A Bodily Injury And Property Damage Liability in Section I – Coverages is replaced by the following: 2. Exclusions This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1) Any access to or disclosure of any person’s or organization’s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access or inability to manipulate “electronic data” that does not result from physical injury to tangible property. This exclusion applies even if damages are claimed for notification costs, credit monitoring, expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of “bodily injury”. b. The following is added to Paragraph 2. Exclusions of Section I- Coverage B – Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 1403 1115 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2013 Page 8 of 10 Access Or Disclosure Of Confidential Or Personal Information “Personal and advertising injury” arising out of any access to or disclosure of any person’s or organization’s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information, This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person’s or organization’s confidential or personal information. c. The following paragraph is added to Section III – Limits Of Insurance: Subject to 5. above, the most we will pay under Coverage A for “property damage”, because of all loss of “electronic data” is $50,000 each “occurrence” subject to the $50,000 aggregate or the Electronic Data Liability Limit shown in the Declarations or Schedule, whichever is higher. d. Paragraph XI.c. does not apply to “property damage” arising out of damage to “electronic data” on embedded controllers used to operate or maintain building equipment. e. The following definition is added to Section V -Definitions: “ 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. f. For the purposes of this coverage, the definition of “Property Damage” in Section V - Definitions is deleted and replaced by the following: 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; 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; or c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate “electronic data”, resulting from physical injury to tangible property. All such loss of “electronic data” 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. XII. Duties in the Event of Occurrence, Claim or Suit Redefined a. The requirement in Condition 2.a. of Section IV – Commercial General Liability Conditions that you must see to it that we are notified of an “occurrence” only applies when the “occurrence” or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An officer of the corporation or insurance manager, if you are a corporation. b. The requirement in Condition 2.b. of Section IV – Commercial General Liability Conditions that you must see to it that we receive notice of a claim or “suit” will not be considered breached unless DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 1403 1115 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2013 Page 9 of 10 the breach occurs after such claim or “suit” is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An officer of the corporation or insurance manager, if you are a corporation. XIII.Transfer Of Rights Of Recovery Against Others To Us The following is added to 8. Transfer Of Rights Of Recovery Against Others To Us condition in Section IV – Commercial General Liability Conditions: We waive any right of recovery we may have against any person(s) or organization(s) 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(s) or organization(s) and included in the “products- completed operations hazard”. This waiver applies only to the person(s) or organizations(s) with whom you have agreed in a written contract or agreement to waive your right of recovery. XIV. Bodily Injury Redefined The definition of “bodily injury” in Section V - Definitions is deleted and replaced by the following: 3. “Bodily injury” means bodily injury, sickness or disease sustained by a person including mental anguish or death resulting from any of these. XV. Mobile Equipment Redefined Paragraph 12.f. subparagraph (1) of Section V - Definitions does not apply to self-propelled vehicles of less than 1000 pounds gross vehicle weight. XVI. Unintentional Errors or Omissions We will not deny coverage under this Coverage Part because of the unintentional omission of, or unintentional error in, any information provided by you. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. XVII.Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this policy. XVIII.Voluntary Property Damage a. We will pay, at the request of any Named Insured, for “voluntary property damage” to the property of others provided: 1. the “voluntary property damage” occurs while such property is in the care, custody or control of an insured or to property over which an insured is, for any purpose, exercising physical control; 2. the “voluntary property damage” arises out of operations away from the premises owned by, rented to, or controlled by the Named Insured; and 3. the “property damage” coverage of the policy would extend to the operation causing the loss. b. The insurance under this coverage does not apply to “voluntary property damage” to property: 1. while being transported by, or caused by the ownership, maintenance, operation, use, loading or unloading of any automobile, watercraft or aircraft; or 2. rented to any Named Insured. c. This insurance will apply only to loss that is in excess of $250 for each “occurrence.” d. The most we will pay under this coverage is $1,000 for each “occurrence” subject to $2,000 aggregate for the policy year. The each “occurrence” and aggregate limit is in addition to the each “occurrence” and aggregate limit of the Voluntary Property Damage limit provided in the Contractors Special Liability endorsement 70 1909 if attached to this policy. e. Payment under this coverage will not include any prospective profit or overhead charges of any nature. f. “Voluntary property damage” as used in this coverage means physical injury to tangible DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 1403 1115 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office, Inc., 1984, 1992, 2003, 2004, 2006, 2013 Page 10 of 10 property and does not include disappearance, abstraction or loss of use. XIX. Special Broad Form Property Damage Liability Coverage a. Section 1. Coverage A., 2. Exclusion, j. Damage To Property, Paragraphs j.(3), j.(4), and j.(5) are modified as follows: Exclusions j.(3), j.(4) and j.(5) do not apply to the first $1,000 of “property damage” for each “occurrence” that would otherwise be insured except for the application of these exclusions, as long as the “occurrence” takes place away from the premises you own, rent or control. The limit above is in addition to the limit for Special Broad Form Property Damage Liability Coverage 70 1909 if attached to this policy. DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 0741 0314 Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, © 2006, 2007, 2012 by ISO Properties, Inc., and ISO Services Properties, Inc., ALL RIGHTS RESERVED. Pennsylvania National Mutual Casualty Insurance Company Penn National Security Insurance Company P. O. Box 2361 Harrisburg, PA 17105-2361 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY AUTOMATIC ADDITIONAL INSUREDS -- OWNERS, CONTRACTORS AND SUBCONTRACTORS (ONGOING OPERATIONS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following provision is added to SECTION II - WHO IS AN INSURED 1.Any person(s) or organization(s) (referred to below as additional insured) for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured 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(s) at the location or project described in the contract or agreement. A person’s or organization’s status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to insurance afforded to these additional insureds, the following additional exclusions apply: 1.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 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, designs and specifications; and b.Supervisory, inspection, architectural or engineering activities. 2.This insurance does not apply to “bodily injury” or “property damage” occurring after: 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 part of the same project. C. The limits of insurance applicable to the additional insured are those specified in the written contract or agreement or in the Declarations for this policy, whichever are less. These limits of insurance are inclusive of and not policy # CX9 0727704 DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 0741 0314 Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, © 2006, 2007, 2012 by ISO Properties, Inc., and ISO Services Properties, Inc., ALL RIGHTS RESERVED. in addition to the limits of insurance shown in the Declarations. D. With respect to the coverage provided by this endorsement, SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance, Subparagraph a. Primary Insurance, is replaced by the following: 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, except; (1) If a written contract or agreement that requires any person(s) or organization(s) to be an additional insured also requires this insurance to be primary and noncontributory, then this insurance is primary over any other insurance in which the additional insured is a Named Insured. We will not seek contribution from any other liability policy in which the additional insured is a Named Insured. DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B Includes copyrighted material of Insurance Services Office, Inc., with its permission. 71 1281 0713 Copyright, Insurance Services Office, Inc., 1993, 2001 Page 1 of 4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO PENNPAC PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. Broad Form Named Insured The following is added to Section II - Liability Coverage paragraph A.1. - Who Is An Insured: d. (1) Any organization or subsidiary thereof which is a legally incorporated entity of which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement. (2) Paragraph I.d.(1) does not apply to “accident” or “loss” with respect to which an “insured” under this policy is also an “insured” under another policy or would be an “insured” under such policy but for its termination or upon the exhaustion of its limits of insurance. (3) Paragraph I.d.(2) does not apply to a policy written to apply specifically in excess of this policy. e. (1) 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. (2) Coverage under paragraph I.e.(1) is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. Coverage does not apply to an “accident” or “loss” that results from an “accident” that occurred before you acquired or formed the organization. II.Blanket Additional Insured Any person or organization, with whom you agree in a written contract, agreement or permit, to name as an insured for Liability Coverage is an “insured”, but only to the extent that person or organization qualifies as an “insured” under the Who Is An Insured provision contained in Section II of the Coverage Form. This insurance does not apply unless the written contract or agreement has been executed or the permit has been issued prior to the “bodily injury” or “property damage”. This insurance does not apply to the owner or any one else from whom you hire or borrow a covered “auto”. III.Personal Effects Coverage The following is added to Section III - Physical Damage Coverage paragraph A. - Coverage: 5.We will pay up to $400 for loss to wearing apparel and other personal effects which are: a.owned by an “insured”; and b.in or on your covered “auto”. This coverage applies only in the event of a total theft of your covered “auto”. No deductibles apply to this coverage. IV. Towing and Labor Coverage Section III – Physical Damage Coverage, Paragraph A.2. is deleted and replaced with the following: 2.We will pay $75 plus the amount shown in the Declarations for towing and labor costs incurred each time a covered “auto” of the private passenger type is disabled. However, the labor must be performed at the place of disablement. V. Rental Reimbursement Section III – Physical Damage Coverage is amended by adding the following: We will pay for rental reimbursement expenses incurred by you for the rental of an “auto” because of loss to a covered “auto”. Payment applies in addition Policy# AX9 0727704 DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B Includes copyrighted material of Insurance Services Office, Inc., with its permission. 71 1281 0713 Copyright, Insurance Services Office, Inc., 1993, 2001 Page 2 of 4 to the otherwise applicable amount of each coverage you have on a covered “auto”. No deductibles apply to this coverage. This coverage applies only: a. For those expenses incurred during the policy period beginning 24 hours after the “loss”: b. For necessary and actual expenses incurred; c. To a “loss” for which we also pay a “loss” under Physical Damage Coverage- Comprehensive Coverage, Specified Causes of Loss Coverage or Collision Coverage; and d. If there are no spare or reserve “autos” available to you for your operations. Our payment will be limited to the period of time reasonably required to repair or replace the covere d “auto”. We will pay up to $30 per day to a maximum of $650. If “loss” results from the total theft of a covered “auto” we will pay under this coverage only that amount of rental reimbursement expenses which are not already provided under the Physical Damage Coverage Extension. VI. Replacement Cost Coverage – Private Passenger Autos Section III – Physical Damage Coverage, C. Limit Of Insurance is amended by addition of the following: 4. Paragraph C.1., C.3. and C.4. do not apply to private passenger “autos” described in the Schedule, purchased new and not previously titled. The most we will pay for any covered “loss” will be the lesser of: a. The cost of a new “auto” of the same make, size including the same equipment; or b. The cost of repairing with parts of like kind and quality. minus the deductible shown in the Schedule. This coverage does not apply to loss caused by fire, theft, larceny or vandalism. This coverage applies for five years from the date of purchase of the private passenger “auto”. VII. Extended Coverage – Airbags Section III – Physical Damage Coverage, B. Exclusions, paragraph 3. is amended by addition of the following: The exclusion for “loss” caused by mechanical breakdown does not apply to the accidental discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide coverage. VIII. Audio, Visual and Data Electronic Equipment Coverage Section III – Physical Damage Coverage, B. Exclusions, Paragraph 5. is amended by the following addition to the exception of 4.c. and 4.d.: e. Electronic equipment designed solely for receiving or that transmits audio, visual or data signals and is permanently installed in the covered “auto” or the equipment is removable from a housing unit which is permanently installed in the covered “auto” at the time of the “loss” and such equipment is designed to be soley operated by use of the power from the “auto’s” electrical system, in or upon the covered “auto”. (1) If a “loss” occurs solely to the audio, visual or data electronic equipment, then for each covered “auto” our obligation to pay for, repair, return or replace the damaged or stolen property will be subject to a $250 deductible. (2) In the event that there is more than one applicable deductible, only the highest deductible will apply. In no event will more than one deductible apply. IX. Waiver Of Subrogation The following is added to A.5. Transfer Of Rights Of Recovery Against Others To Us condition in Section IV - Business Auto Conditions We waive any right of recovery we may have against any person or organization because of payments we make for “bodily injury” or “property damage” arising out of the operation of a covered “auto” when you have assumed liability for such “bodily injury” or “property damage” under an insured contract. X. Duties in the Event of Occurrence, Claim or Suit Redefined a. The requirement in Loss Conditions 2.a. of Section IV – Business Auto Conditions that you must see to it that we are notified of an “accident” only applies when the “accident” or offense is known to: DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B Includes copyrighted material of Insurance Services Office, Inc., with its permission. 71 1281 0713 Copyright, Insurance Services Office, Inc., 1993, 2001 Page 3 of 4 (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. b. The requirement in Loss Condition 2.b. of Section IV – Business Auto Conditions that you must see to it that we receive notice of a claim or “suit” will not be considered breached unless the breach occurs after such claim or “suit” is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. XI. Supplementary Payments Increased Limits Section II – Liability Coverage, 2.a. Supplementary Payments, paragraphs a.(2) and a.(4) are replaced by the following: (2) Up to $3000 for cost of bail bonds (including bonds for related traffic law violations) required because of an “accident” we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the “insured” at our request, including actual loss of earning up to $300 a day because of time off from work. XII. Unintentional Errors or Omissions We will not deny coverage under this Coverage Part because of the unintentional omission of, or unintentional error in, any information provided by you. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. XIII. Physical Damage - Transportation Expense In Section III – Physical Damage Coverage, paragraph A.4.a., the amount we will pay is increased to $60 per day to a maximum limit of $1,800. XIV. Hired Auto – Limited Worldwide Coverage In Section IV Business Auto Conditions - B. General Conditions, paragraph 7.b.(5)(a) is replaced with the following: (1) A covered “auto” of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 60 days or less; and XV. Hired Auto Physical Damage If Comprehensive, Specified Causes of Loss or Collision coverage is provided under this policy, then Hired Auto Physical Damage Coverage is provided for that coverage subject to the following limit: (1) The most we will pay in any one policy period for “loss” to all hired “autos” is the lesser of: a. $50,000; or b. The actual cash value of the damaged or stolen property at the time of the “loss”; or c. The cost of repairing or replacing the damaged or stolen property. A $500 deductible applies to “loss” caused by other than fire or lightning. (2) Subject to (1)a.,b. and c. above, we will provide coverage equal to the broadest physical damage coverage applicable to any covered “auto” shown in the Declarations. (3) When you are required by a written contract to indemnify a lessor for actual financial loss due to a loss of use of a hired “auto” resulting from a covered “accident” or “loss”, we will pay up to $65 per day subject to a maximum limit of $750. If a premium entry is shown in Item Four – Schedule Of Hired Or Borrowed Covered Auto Coverage And Premiums – Physical Damage Insurance, this Provision does not provide any insurance. XVI. Auto Loan/Lease Gap Coverage The Physical Damage Coverage Section is amended by addition of the following: In the event of a total “loss” to a covered “auto” shown in the Schedule Of Covered Autos You Own, we will pay any unpaid amount due on the lease or loan for a covered “auto”, less 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the “loss”; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B Includes copyrighted material of Insurance Services Office, Inc., with its permission. 71 1281 0713 Copyright, Insurance Services Office, Inc., 1993, 2001 Page 4 of 4 c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life insurance, Health, Accident or Disability insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. Auto Loan/Lease Gap Coverage will only apply when no provision for this or similar coverage is included in the original lease agreement written on the covered loaned/leased “auto.” XVII. Bodily Injury Redefined Section V. Definitions - “Bodily injury” is amended as follows: “Bodily injury” means bodily injury, sickness or disease sustained by a person including mental anguish, mental injury or death resulting from any of these. XVIII. Full Glass Coverage The following is added to Paragraph D. Deductible of Section III-Physical Damage Coverage in the Business Auto Coverage Form: For Comprehensive Coverage, no deductible applies to “loss” to glass used in windshield, doors and windows of the covered “auto”, including glass used in sunroofs and moon roofs. Full Glass coverage applies only to those covered “autos” described or designated for Comprehensive Coverage in the Declarations. XIX. Collision Deductible Waiver-Not At Fault Accident The following is added to Paragraph D. Deductible of Section III-Physical Damage Coverage in the Business Auto Coverage Form: The deductible amount shall not apply to a total loss caused by collision between your covered “auto” and another “auto”, provided: a.) The owner or operator of such other “auto” has been identified; and b.) The owner or operator of such other “auto” is legally liable for the loss to your covered “auto” and does not qualify as an insured under this policy; and c.) You are not comparatively or contributorily negligent for the loss; and d.) There is an available local police or law enforcement report which details the accident and identifies the owner and operator of the other motor vehicle and their insurance carrier(s). DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 1145 1116 Includes copyrighted material of Insurance Services Office, Inc., with its Permission. Copyright@2006, 2007, 2012 by ISO Properties, Inc., and ISO Services Properties, Inc., ALL RIGHTS RESERVED. Pennsylvania National Mutual Casualty Insurance Company Penn National Security Insurance Company P. O. Box 2361 Harrisburg, PA 17105-2361 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY AUTOMATIC ADDITIONAL INSUREDS -- OWNERS, CONTRACTORS AND SUBCONTRACTORS (COMPLETED OPERATIONS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A.The following provision is added to SECTION II - WHO IS AN INSURED 1.Any person(s) or organization(s) (referred to required in a wr itten contract or agreement to specifically name as an additional insured for - A general obligation to name a person or organization as an additional insured on any policy of insurance (including those providing -completed only to your ongoing operations for that person or organization. An additional insured for the products-completed operation hazard is only an additional insured with respect to liability for the location or project designated and described in the contract o r agreement; (2) performed for that additional insured; and (3) -completed additional insured under this endorsement ends when the obligation to provide additional insur -completed agreement ends; or if no specific date or time period is included in the written contract or agreement, coverage will be extended for one deemed - However, 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to insurance afforded to these additional insureds, the following additional exclusions apply: or the failure to render, any professional architectural, engineering or surveying services, including: 1.The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings, designs and specifications; and 2.Supervisory, inspection, architectural or engineering activities. C The limits of insurance applicable to the additional insured are those specified in the written contract or agreement or in the Declarations for this policy, whichever are less. These limits of insurance are inclusive of and not in addition to the limits of insurance shown in the Declarations. CX9 0727704 DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B 71 1145 1116 Includes copyrighted material of Insurance Services Office, Inc., with its Permission. Copyright@2006, 2007, 2012 by ISO Properties, Inc., and ISO Services Properties, Inc., ALL RIGHTS RESERVED. D.With respect to the coverage provided by this endorsement, SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance, Subparagraph a. Primary Insurance, is deleted and replaced by the following: 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, except; (1)If a written contract or agreement that requires any person(s) or organization(s) to be an additional insured also requires this insurance to be primary and noncontributory, then this insurance is primary over any other insurance in which the additional insured is a Named Insured. We will not seek contribution from any other liability policy in which the additional insured is a Named Insured. DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B &.@. & " !&""+ &1. !!!1!" /." &!1 AAA2$2 ,>-6> &                      7' ( B   (''     B   '8 ,   ,A2-$>-0A00 1## $AAA$55:AA$,   #   ."/.#!"""!"1!9A   " !+"#/"+"!&" !" /."& "1 "   MMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM AAA2$2 ,>-6> C$<=2" !  !3.&#&/..!46&.&3.#.&&6. "+&. " %         . %          K    A &      F    )       +        &              A A     K   #              DocuSign Envelope ID: C56EFCA2-9A8B-45D2-8D7A-1B34C53E113B